SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-NUMBER 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 5, 1995
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 5 pages.
Exhibit index is located on page 4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Financial Statements and Pro Forma Financial Information:
(i) Newtown Distribution Center (see attached).
(ii) Lexington Business Center (see attached).
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: May 1, 1996 BANYAN STRATEGIC REALTY TRUST
(Registrant)
By: /s/ Joel L. Teglia
---------------------------------
Vice President, Chief Financial and
Accounting Officer
EX-99.1
Statement of Revenue and Certain Expenses
Newtown Distribution Center
For the Eleven Months Ended November 30, 1995
with Report of Independent Auditors
Report of Independent Auditors
Mr. Joel L. Teglia, Chief Financial Officer
Banyan Strategic Realty Trust
We have audited the Statement of Revenue and Certain Expenses of Newtown
Distribution Center (the Property) for the eleven months ended November 30,
1995. The Statement of Revenue and Certain Expenses is the responsibility of
the Property's management. Our responsibility is to express an opinion on the
Statement of Revenue and Certain Expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the Statement of
Revenue and Certain Expenses is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Statement of Revenue and Certain
Expenses. An audit also includes assessing the basis of accounting used
and the significant estimates made by management, as well as evaluating
the overall presentation of the Statement of Revenue and Certain Expenses.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying Statement of Revenue and Certain Expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission as described in Note 2 and is not intended to be a complete
presentation of the Property's results of operations.
In our opinion, the Statement of Revenue and Certain Expenses referred to above
presents fairly, in all material respects, the revenue and certain expenses
described in Note 2 of Newtown Distribution Center for the eleven months ended
November 30, 1995, in conformity with generally accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
January 19, 1996
Newtown Distribution Center
Statement of Revenue and Certain Expenses
For the Eleven
Months Ended
November 30,
1995
REVENUE
Base rents $520,254
Tenant reimbursements 42,616
Total revenue 562,870
---------
EXPENSES
Property operating 52,064
Utilities 9,485
Real estate taxes 15,661
Management fees 20,491
Insurance 7,204
---------
Total expenses 104,905
---------
Revenue in excess of certain expenses $457,965
=========
See accompanying notes.
Newtown Distribution Center
Notes to Statement of Revenue and Certain Expenses
1. BUSINESS
The accompanying statement of revenue and certain expenses relates to the
operations of the Newtown Distribution Center (the Property), a group of three
office buildings and one warehouse distribution facility located in Lexington,
Kentucky. A subsidiary of Banyan Strategic Realty Trust (the Trust) acquired a
100% ownership interest in the property on December 5, 1995. The property was
previously owned by New England Life Insurance Company.
As of November 30, 1995, the Property was approximately 95% leased on an overall
basis and there were seventeen tenants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission. The statement is not representative of the actual
operations of the Property for the period presented nor indicative of future
operations as certain expenses namely mortgage and other interest expense,
depreciation, amortization, and income taxes, if any, which may not be
comparable to the expenses expected to be incurred by the Trust in the future
operations of the Property, have been excluded.
REVENUE RECOGNITION
Rental revenue is recognized on a straight-line basis over the term of the
leases.
3. RENTALS
The Property has entered into tenant leases with terms of up to ten years. The
leases provide for certain tenants to share in increases in operating expenses
and real estate taxes in excess of base amounts, as defined.
Newtown Distribution Center
Estimated Pro Forma Statement
of Net Operating Income
(Unaudited)
The Estimated Pro Forma Statement of Net Operating Income represents the amount
of estimated income which would be realized by the Registrant during twelve
months of ownership of the Property, based upon the assumptions set forth in the
accompanying notes (See Note 1).
REVENUE
Base rents $567,500
Tenant reimbursements 46,500
---------
Total revenue 614,000
EXPENSES
Property operating 56,800
Utilities 10,300
Depreciation (See Note 2) 80,825
Real estate taxes 17,100
Management fees 18,400
Insurance 7,900
---------
Total expenses 191,325
---------
Pro Forma revenue in excess of
expenses $422,675
=========
Pro Forma funds from operations
(see Note 4) $503,500
=========
Newtown Distribution Center
Notes to Estimated Pro Forma Statement
1) This statement does not purpose to forecast actual operating results for
any period in the future and thus, the following assumptions may not be
valid for future years and actual results may differ. These statements
should be read in conjunction with the Statement of Revenue and Certain
Expenses for the eleven months ended November 30, 1995 which were
annualized and modified by Management for known changes in revenues and
expenses associated with the Registrant's ownership of the Property in
order to estimate the pro forma statement.
2) Depreciation expense which represents a non-cash expenditure has been
included for informational purposes only. Depreciation is calculated on a
depreciable basis of approximately $3,233,000 using the straight line
method based on a useful life of 40 years.
3) The Property will be managed by an unaffiliated third party for an initial
management fee of 3.0% of gross revenues.
4) Funds From Operations (or "FFO") has been provided in the Pro Forma
Statement as supplemental information to the property's projected
operating results. FFO is used by the real estate investment trust
industry as a measure of a property's performance and is defined as net
operating income from a property's operations, plus certain non-cash items
including depreciation and amortization and excluding any extraordinary
capital items.
EX-99.2
Statement of Revenue and Certain Expenses
Lexington Business Center
For the Eleven Months Ended November 30, 1995
with Report of Independent Auditors
Report of Independent Auditors
Mr. Joel L. Teglia, Chief Financial Officer
Banyan Strategic Realty Trust
We have audited the Statement of Revenue and Certain Expenses of Lexington
Business Center (the Property) for the eleven months ended November 30, 1995.
The Statement of Revenue and Certain Expenses is the responsibility of the
Property's management. Our responsibility is to express an opinion on the
Statement of Revenue and Certain Expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Statement of Revenue and Certain
Expenses is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the Statement
of Revenue and Certain Expenses. An audit also includes assessing the basis
of accounting used and the significant estimates made by management, as well
as evaluating the overall presentation of the Statement of Revenue and Certain
Expenses. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying Statement of Revenue and Certain Expenses was prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission as described in Note 2 and is not intended to be a
complete presentation of the Property's results of operations.
In our opinion, the Statement of Revenue and Certain Expenses referred to
above presents fairly, in all material respects, the revenue and certain
expenses described in Note 2 of Lexington Business Center for the eleven
months ended November 30, 1995, in conformity with generally accepted
accounting principles.
Ernst & Young LLP
January 19, 1996
Chicago, Illinois
Lexington Business Center
Statement of Revenue and Certain Expenses
For the Eleven
Months Ended
November 30,
1995
REVENUE
Base rents $1,432,042
Tenant reimbursements 109,517
----------
Total revenue 1,541,559
EXPENSES
Property operating 101,304
Utilities 84,238
Real estate taxes 59,768
Management fees 59,101
Insurance 23,890
----------
Total expenses 328,301
----------
Revenue in excess of certain $1,213,258
expenses ==========
See accompanying notes.
Lexington Business Center
Notes to Statement of Revenue and Certain Expenses
1. BUSINESS
The accompanying statement of revenue and certain expenses relates to the
operations of the Lexington Business Center (the Property), a group of four
office buildings and one distribution facility located in Lexington, Kentucky.
A subsidiary of Banyan Strategic Realty Trust (the Trust) acquired a 100%
ownership interest in the property on December 5, 1995. The property was
previously owned by New England Life Insurance Company.
As of November 30, 1995, the Property was approximately 74% leased on an
overall basis and there were twelve tenants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying statement of revenue and certain expenses was prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission. The statement is not representative of the actual
operations of the Property for the period presented nor indicative of future
operations as certain expenses namely mortgage and other interest expense,
depreciation, amortization, and income taxes, if any, which may not be
comparable to the expenses expected to be incurred by the Trust in the future
operations of the Property, have been excluded.
REVENUE RECOGNITION
Rental revenue is recognized on a straight-line basis over the term of the
leases.
3. RENTALS
The Property has entered into tenant leases with terms of up to ten years.
The leases provide for certain tenants to share in increases in operating
expenses and real estate taxes in excess of base amounts, as defined.
Lexington Business Center
Estimated Pro Forma Statement
of Net Operating Income
(Unaudited)
The Estimated Pro Forma Statement of Net Operating Income represents the
amount of estimated income which would be realized by the Registrant during
twelve months of ownership of the Property, based upon the assumptions set
forth in the accompanying notes (See Note 1).
REVENUE
Base rents $1,562,200
Tenant reimbursements 119,500
----------
Total revenue 1,681,700
EXPENSES
Property operating 110,500
Utilities 91,900
Depreciation (See Note 2) 143,775
Real estate taxes 65,200
Management fees 50,500
Insurance 26,100
----------
Total expenses 487,975
----------
Pro Forma revenue in excess of
certain expenses $1,193,725
==========
Pro Forma funds from operations
(see Note 4) $1,337,500
==========
Lexington Business Center
Notes to Estimated Pro Forma Statement
1) This statement does not purpose to forecast actual operating results for
any period in the future and thus, the following assumptions may not be
valid for future years and actual results may differ. These statements
should be read in conjunction with the Statement of Revenue and Certain
Expenses for the eleven months ended November 30, 1995 which were
annualized and modified by Management for known changes in revenues and
expenses associated with the Registrant's ownership of the Property in
order to estimate the pro forma statement.
2) Depreciation expense which represents a non-cash expenditure has been
included for informational purposes only. Depreciation is calculated on
a depreciable basis of approximately $5,751,000 using the straight line
method based on a useful life of 40 years.
3) The Property will be managed by an unaffiliated third party for an
initial management fee of 3.0% of gross revenues.
4) Funds From Operations (or "FFO") has been provided in the Pro Forma
Statement as supplemental information to the property's projected
operating results. FFO is used by the real estate investment trust
industry as a measure of a property's performance and is defined as net
operating income from a property's operations, plus certain non-cash
items including depreciation and amortization and excluding any
extraordinary capital items.
