-----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, WflxiKNyYD8QeReQR+pBno7E4GHM/DN122pInBgSlIM/qbzWCPWjX9t471kmN1N+ 04HMnbGaKCWIqy80yzNfaw== 0000892626-01-000107.txt : 20010315 0000892626-01-000107.hdr.sgml : 20010315 ACCESSION NUMBER: 0000892626-01-000107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010313 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC REALTY TRUST CENTRAL INDEX KEY: 0000790817 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363375345 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15465 FILM NUMBER: 1568061 BUSINESS ADDRESS: STREET 1: 150 S WACKER DR STE 2900 STREET 2: SUITE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125539800 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19910325 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2001 BANYAN STRATEGIC REALTY TRUST ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Massachusetts 0-15465 36-3375345 (State of or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number) 150 South Wacker Drive, Suite 2900, Chicago, IL 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312)553-9800 This document consists of 3 pages. Exhibit index is located on page 2. - 1 - ITEM 5. OTHER INFORMATION On March 13, 2001, the Trust issued a Press Release a copy of which is attached hereto as Exhibit (99.5) and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits EXHIBIT NUMBER DESCRIPTION Exhibit (99.5) Press Release dated March 13, 2001 - 2 - SIGNATURES 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 hereunto duly authorized. Date: March 14, 2001 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /s/ Joel L. Teglia --------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.5 2 0002.txt EXHIBIT 99.5 - ------------ AT THE TRUST Robert G. Higgins L.G. Schafran First Vice President, General Counsel Chairman and Interim CEO, President 312/683-5539 312/683-5525 bhiggins@banyanreit.com ir@banyanreit.com FOR IMMEDIATE RELEASE TUESDAY MARCH 13, 2001 BANYAN STRATEGIC REALTY TRUST REPORTS $0.05 NET INCOME PER COMMON SHARE FOR FOURTH QUARTER; ADOPTS LIQUIDATION ACCOUNTING EFFECTIVE 2001 CHICAGO, MARCH 13, 2001 - BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS), a real estate investment trust, today announced fourth quarter 2000 net income available to common shareholders of $0.7 million or $0.05 per diluted common share. CONSOLIDATED FINANCIAL RESULTS - ------------------------------ For the fourth quarter 2000 Banyan reported a net income available to common shareholders of $0.7 million, or $0.05 per diluted share, on revenues of $9.7 million. This compared to net income of $4.8 million, or $0.36 per diluted share, on revenues of $10.3 million for the fourth quarter of the previous year. Excluding the effects of a $4.1 million or $0.30 per diluted share gain on disposition of investments in real estate and a ($0.2) million or ($0.01) per diluted share extraordinary item, the Trust reported net income of $0.9 million or $0.07 per diluted share for the fourth quarter of 1999. EBITDA (earnings before interest, tax, depreciation and amortization) was $5.1 million for the quarter ended December 31, 2000, compared to $5.7 million for the fourth quarter of 1999. For the year ended December 31, 2000 Banyan reported net income available to common shareholders of $2.0 million, or $0.14 per diluted share, on revenues of $37.8 million. This compared to net income of $8.5 million, or $0.63 per diluted share, on revenues of $41.7 million during the previous year. Excluding the effects of a $4.1 million or $0.30 per diluted share gain on disposition of investments in real estate and a ($0.2) million or ($0.01) per diluted share extraordinary item, the Trust reported net income of $4.6 million or $0.34 per diluted share for the year ended December 31, 1999. Banyan's net income for the year 2000 includes a charge of approximately ($1.9) million or ($0.13) per diluted share related to the severance and retention program that was adopted in the third quarter. EBITDA was $19.5 million for the twelve months ended December 31, 2000, compared to $23.6 million for the same period in the prior year. The decreases in net income and total revenues for the quarter and twelve months ending December 31, 2000 compared to the same periods in 1999 are directly attributable to the decrease in the number of properties owned. During the fourth quarter of 1999, Banyan disposed of four apartment complexes and one flex industrial property and used the net proceeds primarily to reduce corporate debt. MORE ... PORTFOLIO PERFORMANCE - --------------------- Total revenue for the fourth quarter 2000 was $9.7 million, which represents a decrease of approximately 5.8% from the $10.3 million in revenue reported during the same period in the prior year. The decline in revenue is primarily due to a reduction in the number of properties owned by Banyan during the fourth quarter 2000 compared to the prior year. However, on a same-store basis, when comparing the operational results of the same properties owned by Banyan during the fourth quarter 2000 with the same period in the prior year, total revenues increased by 4.2%. The average occupancy at Banyan's 27 properties was 85% at December 31, 2000. This represents an increase from 84% as of September 30, 2000 which is primarily due to positive leasing activity during the quarter. As of March 1, 2001, the average occupancy of the Trust's properties improved to 87%. Balance Sheet - ------------- As of December 31, 2000 total debt and equity market capitalization was approximately $205 million. EBITDA coverage ratio for the three-month period ended December 31, 2000 was 2.2 to 1 and was 2.1 to 1 for the year ending December 31, 2000. The Trust had approximately $119.7 million of total debt outstanding as of December 31, 2000. LIQUIDATION BASIS OF ACCOUNTING - ------------------------------- As previously announced, Banyan adopted a Plan of Termination and Liquidation on January 5, 2001 and, on January 8, 2001, announced that it had entered into a definitive agreement to sell all of its real estate assets to Denholtz Management Corporation ("Denholtz") at a price of $226 million. The potential buyer is proceeding with its due diligence which must be completed by March 30, 2001. During the due diligence period, Denholtz has the right to terminate the contract for any reason without penalty. The closing is scheduled for April 30, 2001, unless extended pursuant to the contract. In prior quarters, Banyan has reported Funds from Operations ("FFO") and Funds Available for Distribution ("FAD") in its public filings and press releases in order to compare its results with those of other REIT's. In light of the Trust's adoption of a Plan of Termination and Liquidation, it will no longer present this information because its operations are no longer comparable to those of other REIT's. Furthermore, beginning in 2001, the Trust will adopt the liquidation basis of accounting and will consequently cease reporting net income. Instead, the Trust's filings will report Net Assets in Liquidation and a Statement of Changes in Net Assets in Liquidation. Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that owns primarily office and flex/industrial properties. The properties are located in certain major metropolitan areas of the Midwest and Southeastern United States, including Atlanta, Georgia and Chicago, Illinois, and smaller markets such as Huntsville, Alabama; Louisville, Kentucky; Memphis, Tennessee; and Orlando, Florida. The Trust's current portfolio consists of 27 properties totaling 3.5 million rentable square feet. As of March 1, 2001 the Trust has 14,291,940 shares of beneficial interest outstanding. MORE ... Except for the historical information contained herein, certain matters discussed in this release are forward-looking statements, the achievement of which involve risks and uncertainties that are detailed from time to time in our reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended December 31, 2000. The "Management's Discussion and Analysis of Financial Condition and Results of Operations" section was included in our Form 10-K for the year ended December 31, 2000 which was filed with the Securities and Exchange Commission on March 9, 2001. Without limitation the foregoing words such as "anticipates", "expects", "intends", "plans", and similar expressions are intended to identify forward-looking statements. See Banyan's Website at http://www.banyanreit.com. For further information regarding Banyan free of charge via fax, dial 1-800-PRO-INFO and enter "BSRTS". FINANCIAL TABLES TO FOLLOW BANYAN STRATEGIC REALTY TRUST SELECTED FINANCIAL DATA (Dollars in thousands, except per share data) Three Months Ended Year Ended 12/31/00 12/31/99 12/31/00 12/31/99 ---------- ---------- ---------- ---------- Total revenue. . . . . . . $ 9,701 10,296 37,796 41,716 Operating expenses . . . . (8,780) (9,226) (34,680) (36,597) ---------- ---------- ---------- ---------- Operating income . . . . . 921 1,070 3,116 5,119 Minority interest in con- solidated partnerships . (88) (157) (491) (538) Net gains on disposition of real estate . . . . . -- 4,089 -- 4,089 Extraordinary item, net of minority interest . . . . . . . . -- (183) (42) (183) ---------- ---------- ---------- ---------- Net income . . . . . . . . 833 4,819 2,583 8,487 Less Income Allocated to Preferred Shares. . . (154) -- (585) -- ---------- ---------- ---------- ---------- Net Income Available to Common Shares . . . . $ 679 4,819 1,998 8,487 ========== ========== ========== ========== Basic and Diluted Earnings Available to Common Shares Per Weighted-Average Common Share: Income Before Net Gains and Extra- ordinary Item. . . . . $ 0.05 0.07 0.14 0.34 ========== ========== ========== ========== Net Income . . . . . . . . $ 0.05 0.36 0.14 0.63 ========== ========== ========== ========== Weighted average basic shares . . . . . . 14,257,184 13,527,273 14,182,800 13,468,514 Weighted average diluted shares . . . . . 14,260,382 13,533,755 14,187,517 13,475,072 MORE ... BANYAN STRATEGIC REALTY TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands) December 31, December 31, 2000 1999 ------------ ------------ Investment in Real Estate Held for Sale, at cost:. . . . . . . . . . . . . . . . . $ 205,686 199,264 Less: Accumulated Depreciation. . . . (21,511) (15,420) ---------- ---------- 184,175 183,844 ---------- ---------- Cash and Cash Equivalents. . . . . . . . . 2,393 13,097 Restricted Cash. . . . . . . . . . . . . . 2,378 2,668 Other Assets . . . . . . . . . . . . . . . 7,111 7,038 ---------- ---------- Total Assets . . . . . . . . . . . . . . . $ 196,057 206,647 ========== ========== Loans and Bonds Payable. . . . . . . . . . $ 119,652 132,681 Other Liabilities. . . . . . . . . . . . . 6,738 6,415 Minority Interest. . . . . . . . . . . . . 2,317 2,256 Shareholders' Equity . . . . . . . . . . . 67,350 65,295 ---------- ---------- Total Liabilities and Shareholders' Equity . . . . . . . . . . $ 196,057 206,647 ========== ========== MORE ... BANYAN STRATEGIC REALTY TRUST
PORTFOLIO SUMMARY Scheduled Lease Expirations Occu- --------------------------- Square pancy After Location Footage % 2001 2002 2003 2003 -------- --------- ----- ---- ---- ---- ----- FLEX/INDUSTRIAL Milwaukee Industrial Properties Milwaukee, Wisconsin 235,800 92% 18% 39% 6% 29% Elmhurst Metro Court Elmhurst, Illinois 140,800 86% 29% 12% 6% 39% Willowbrook Industrial Court Willowbrook, Illinois 84,300 99% 32% 28% 34% 5% Lexington Business Center Lexington, Kentucky 308,800 70% 9% 5% 11% 45% Newtown Business Center Lexington, Kentucky 87,100 98% 39% 16% 9% 34% 6901 Riverport Drive Louisville, Kentucky 322,100 55% 0% 0% 0% 55% Avalon Ridge Business Park Norcross, Georgia 57,400 100% 0% 0% 39% 61% Tower Lane Business Park Bensenville, Illinois 95,900 84% 31% 25% 11% 17% Metric Plaza Winter Park, Florida 32,000 100% 0% 69% 31% 0% Park Center Orlando, Florida 47,400 90% 32% 32% 11% 15% University Corporate Center Winter Park, Florida 127,800 77% 39% 22% 13% 3% Johns Creek Office and Industrial Park Duluth and Suwanee, Georgia 119,300 100% 0% 50% 0% 50% --------- ---- ---- ---- ---- ---- Sub-Total 1,658,700 80% 16% 19% 10% 35% --------- ---- ---- ---- ---- ---- OFFICE Colonial Penn Building Tampa, Florida 79,200 74% 0% 0% 0% 74% Commerce Center Sarasota, Florida 81,100 100% 11% 5% 0% 84% Woodcrest Office Park Tallahassee, Florida 264,900 87% 14% 20% 14% 39% Midwest Office Center Oakbrook Terrace, Illinois 77,000 100% 28% 15% 50% 7% Phoenix Business Park Atlanta, Georgia 110,600 100% 4% 18% 9% 69% Butterfield Office Plaza Oak Brook, Illinois 200,800 91% 22% 39% 11% 19% Southlake Corporate Center Morrow, Georgia 56,200 94% 32% 35% 6% 23% University Square Business Center Huntsville, Alabama 184,700 93% 29% 24% 10% 30% Technology Center Huntsville, Alabama 48,500 100% 0% 0% 0% 100% Airways Plaza Office Center Memphis, Tennessee 87,800 19% 4% 5% 8% 2% Peachtree Pointe Office Park Norcross, Georgia 71,700 83% 21% 13% 19% 30% Avalon Center Office Park Norcross, Georgia 53,300 100% 0% 0% 13% 87% Sand Lake Tech Center Orlando, Florida 84,100 97% 0% 0% 38% 59% Technology Park Norcross, Georgia 145,700 96% 24% 4% 40% 28% --------- ---- ---- ---- ---- ---- Sub-Total 1,545,600 88% 16% 16% 16% 40% --------- ---- ---- ---- ---- ---- Scheduled Lease Expirations Occu- ------------------------------ Square pancy After Location Footage % 2001 2002 2003 2003 -------- --------- ----- ---- ---- ---- ----- RETAIL Northlake Tower Shopping Center Atlanta, Georgia 321,600 98% 2% 7% 13% 76% --------- ---- ---- ---- ---- ---- Total 3,525,900 85% 15% 17% 13% 40% ========= ==== ==== ==== ==== ====
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