UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 1-8820
Banyan Short Term Income Trust
(Exact name of Registrant as specified in its charter)
Massachusetts 36-6801275
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 553-9800
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing require-
ments for the past 90 days. YES X . NO .
Shares of beneficial interest outstanding as of November 13, 1996: 6,667,410.
Transitional Small Business Disclosure Format. YES . NO X .
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
1996 1995
ASSETS
Cash and Cash Equivalents $3,900,230 $1,635,312
Interest Receivable 79,582 1,942
Net Investment in Real
Estate Ventures 100,000 1,636,749
Other Assets --- 282,879
---------- ----------
Total Assets 4,079,812 3,556,882
---------- ----------
LIABILITIES
Accounts Payable and
Accrued Expenses 767,932 829,822
---------- -----------
NET ASSETS IN
LIQUIDATION $3,311,880 $2,727,060
========== ==========
Book Value Per Share of
Beneficial Interest
(6,667,410 Shares Issued
and Outstanding) $ 0.50 $ 0.41
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
Net Assets in Liquidation at
December 31, 1995 $ 2,727,060
Interest Income on Cash and
Cash Equivalents and
Investment Securities 115,654
Operating Expenses (623,854)
Net Income From
Real Estate Ventures 1,093,020
-----------
Net Assets in Liquidation
at September 30, 1996 $ 3,311,880
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
Net Assets in Liquidation at
June 30, 1996 $ 3,492,803
Interest Income on Cash and
Cash Equivalents and
Investment Securities 52,505
Operating Expenses (246,693)
Net Income From Real Estate
Ventures 13,265
-----------
Net Assets in Liquidation
at September 30, 1996 $ 3,311,880
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF INCOME AND EXPENSES
(GOING CONCERN BASIS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
INCOME 1995
Interest Income on Cash
and Cash Equivalents $ 202,517
Interest Income on
Investment Securities 209,546
Other Interest Income 24,757
-----------
Total Income 436,820
-----------
EXPENSES (RECOVERIES)
Shareholder Expenses 65,229
Directors' Fees, Expenses
and Insurance 165,124
Other Professional Fees 125,413
General and Administrative 458,174
Recovery of Losses On Loans
Notes, and Interest
Receivable (336,374)
-----------
Total Expenses 477,566
-----------
Operating Loss (40,746)
Net Income From Real
Estate Ventures 356,971
Net Income From Foreclosed
Real Estate Held for Sale 2,316,111
-----------
Net Income $ 2,632,336
===========
Net Income Per Share
of Beneficial Interest
(Based on Shares
Outstanding of
6,667,410) $ 0.40
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF INCOME AND EXPENSES
(GOING CONCERN BASIS)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
INCOME 1995
Interest Income on Cash
and Cash Equivalents $ 90,862
Interest Income on
Investment Securities 73,352
-----------
Total Income 164,214
-----------
EXPENSES
Shareholder Expenses 5,971
Directors' Fees, Expenses
and Insurance 56,634
Other Professional Fees 41,948
General and Administrative 210,483
-----------
Total Expenses 315,036
-----------
Operating Loss (150,822)
Net Income From Real Estate
Ventures 113,301
Net Income From Foreclosed
Real Estate Held for Sale 2,355,090
-----------
Net Income $ 2,317,569
===========
Net Income Per Share
of Beneficial
Interest (Based on
Shares Outstanding
of 6,667,410) $ 0.35
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(GOING CONCERN BASIS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(UNAUDITED)
1995
CASH FLOWS FROM OPERATING
ACTIVITIES:
NET INCOME $ 2,632,336
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities:
Amortization of Premium on
Investment Securities 3,401
Gain on Sale of Foreclosed
Real Estate Held for Sale (2,336,957)
Equity in Net Income from
Real Estate Ventures (356,971)
Net Change In:
Interest Receivable on
Cash and Cash Equiv-
alents and Investment
Securities (51,672)
Other Assets (118,483)
Accounts Payable and
Accrued Expenses 196,052
-----------
Net Cash Used In Operating
Activities (32,294)
-----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Principal Payments on
Investment Securities 10,800,283
Purchase of Investment
Securities (30,291,792)
Proceeds from Sale of
Foreclosed Real Estate
Held for Sale 13,895,000
Collections of Notes
Receivable 3,500,000
Distributions from
Real Estate Ventures, Net 3,048,228
-----------
Net Cash Provided By
Investing Activities 951,719
-----------
Net Increase in Cash and
Cash Equivalents 919,425
Cash and Cash Equivalents at
Beginning of Period 2,687,908
-----------
Cash and Cash Equivalents at
End of Period $ 3,607,333
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
Readers of this quarterly report should refer to Banyan Short Term Income
Trust's (the "Trust's") audited consolidated financial statements for the year
ended December 31, 1995, which are included in the Trust's 1995 Annual Report on
Form 10-KSB, as certain footnote disclosures which would substantially duplicate
those contained in such audited financial statements have been omitted from this
report.
1. LIQUIDATION AND BASIS OF PRESENTATION
Banyan Short Term Income Trust (the "Trust") was organized as a business
Trust under the laws of the Commonwealth of Massachusetts, pursuant to a
Declaration of Trust filed July 13, 1984. On October 26, 1995 the Trust's Board
of Trustees unanimously approved a Plan of Termination and Liquidation (the
"Plan") for the Trust.
Effective with the adoption of the Plan, the accounting basis used by the
Trust in preparing its financial statements changed from the going concern to
the liquidation basis of accounting. The amount ultimately available for
distribution to shareholders under the Plan will depend on the amounts realized
from the sale of Trust assets, including the timing of the liquidation process
and the resolution of the Trust's liabilities.
The accompanying consolidated financial statements include the accounts of
the Trust, its wholly-owned subsidiaries, the Trust's 50% interest in the
Oakridge Joint Venture and 75% interest in the Dearborn Park Townhome
Partnership both of which are accounted for on the equity method. All
intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of
September 30, 1996 and for the nine months and quarters ended September 30, 1996
and 1995. These adjustments made to the financial statements as presented are
all of a normal recurring nature to the Trust unless otherwise indicated.
2. INCOME TAXES
For the year ended December 31, 1995 the Trust elected to be treated as a
real estate investment trust ("REIT") under the Internal Revenue Code Sections
856-860. In order to so qualify, the Trust was required to distribute at least
95% of its taxable income to shareholders and meet asset and income tests as
well as certain other requirements. On March 20, 1996, the Trust notified the
Internal Revenue Service of its intent to revoke its election to be treated as a
REIT under section 856(c)(1) of the Internal Revenue Code of 1986, as amended,
due to the Trust's decision to liquidate.
3. INVESTMENT IN REAL ESTATE VENTURES
Equity in Income (Loss):
For the nine months ended
September 30, 1996 1995
Dearborn Park Townhome
Partnership $ 145,602 $ 515,331
VST/VMIF Oakridge
Partnership 947,418 (158,360)
---------- ---------
Total $1,093,020 $ 356,971
========== =========
During the nine months ended September 30, 1996, the Trust received
$585,000 as its share of a distribution from the Dearborn Park Townhome
Partnership. Also during the nine months ended September 30, 1996, the Trust
made cash contributions of $48,386 to the Oakridge partnership. The Oakridge
cash contributions were offset by the receipt of $2,093,155 in net cash proceeds
received from the Oakridge partnership primarily from the sale of the Oakridge
property.
On August 25, 1996 the Oakridge partnership, in which the Trust held a 50%
general partnership interest, sold the last remaining five-acre parcel of the
Oakridge property. As a result of the sale, the Oakridge partnership does not
have any further assets or known liabilities.
4. TRANSACTIONS WITH AFFILIATES
Administrative costs, primarily salaries and general and administrative
expenses are incurred on behalf of the Trust by Banyan Management Corp. ("BMC")
which are reimbursed by the Trust at cost. These costs are allocated to the
Trust and other entities to which BMC provides administrative services based
upon the actual number of hours spent by BMC personnel on matters related to the
particular entity in relation to the total number of BMC personnel hours. The
Trust's allocable share of costs for the nine months ended September 30, 1996
and 1995 aggregated $148,651 and $286,315, respectively. As one of its
administrative services, BMC serves as the paying agent for general and
administrative costs of the Trust. As part of providing this payment service,
BMC maintains a bank account on behalf of the Trust. As of September 30, 1996,
the Trust had a net payable due to BMC of $157. The net payable is included in
accounts payable and accrued expenses in the Trust's Consolidated Statement of
Net Assets in Liquidation.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATIONS
GENERAL
Banyan Short Term Income Trust (the "Trust") was formed to make short-term
loans to affiliates of VMS Realty Partners. These borrowers subsequently
defaulted on their obligations adversely affecting the Trust. As a result of
these defaults, the Trust suspended the making of new loans, except for advances
of additional funds under circumstances which it deemed necessary to preserve
the value of existing collateral, including instances where the Trust foreclosed
upon or took title, indirectly, to the collateral. In early 1990, the Trust
implemented a plan designed to preserve its assets and manage its properties
acquired through foreclosure or otherwise until they could be disposed of in an
orderly manner. On August 17, 1995, the Trust's Board of Trustees authorized
management to prepare a Plan of Termination and Liquidation (the "Plan") for the
Trust which was to include plans for disposing of its remaining assets and the
distribution of any net cash proceeds to the shareholders. On October 26, 1995
the Trustees unanimously approved the Plan.
A review of the Trust's business plan which led to the consideration and
ultimately the adoption of the Plan was triggered by the Trust's 1995
disposition of its largest remaining assets - a note receivable collateralized
by the Boca Raton Golf and Tennis Club and its interest in the Boca Raton Marina
Parcel. The Plan did not contemplate the distribution of securities or other
property in kind to the shareholders of the Trust and, therefore, the Trustees
were not required to and did not seek shareholder approval of the Plan. On
December 22, 1995 the Trust made an initial liquidating distribution to all
shareholders of record on December 11, 1995 in the amount of $3.95 per share.
In December of 1996, the Trust, subject to completion of the Plan of Termination
and Liquidation, intends to pay the final liquidating distribution to its
transfer agent, First Chicago Trust Company of New York ("FCT") in the amount of
approximately $0.50 per share. The final liquidating distribution will be
disbursed to each shareholder of record by FCT upon such shareholder's
relinquishment of his certificates of beneficial interest to FCT for
cancellation. Upon completion of the liquidation, the Trust will close its
transfer books and other records. Certificates representing shares will then be
no longer assignable or transferable.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents consist of cash and short-term investments. The
Trust's cash and cash equivalents balance at September 30, 1996 and December 31,
1995 was $3,900,230 and $1,635,312, respectively. The increase in cash and cash
equivalents between September 30, 1996 and December 31, 1995 of $2,264,918 is
due primarily to the Trust's receipt of interest income on its cash and cash
equivalents in the amount of $115,654, cash distributions from its 50% interest
in the VST/VMIF Oakridge Partnership (the "Oakridge Venture") in the amount of
$2,076,459, the receipt of cash distributions from the Dearborn Park Townhome
Partnership ("Federal Square") project in the amount of $585,000 and the receipt
of a cash distribution from a liquidating trust established for the benefit of
the unsecured creditors (including the Trust) of VMS Realty Partners and its
affiliates ("VMS") in the amount of $27,790. Offsetting the increase in cash
and cash equivalents was the payment of the operating costs of the Trust of
$539,985.
On February 5, and March 1, 1996, the Oakridge Venture sold a total of 180
acres to an unaffiliated party for approximately $4,600,000. In addition, on
March 1, 1996, the Oakridge Venture sold an additional 25-acre parcel to an
unaffiliated party for approximately $2,200,000. The disparity in the price per
acre between the two contracts of approximately $88,000 per acre to $26,000 per
acre is due to differences in each parcel's preunit density approval and
entitlement rights. Following the February and March, 1996 sales, the Oakridge
Venture repaid a first mortgage loan collateralized by the Oakridge property in
the amount of $1,916,617. After repayment of the mortgage loan, interest and
other closing costs the Oakridge Venture received net proceeds from the sales of
$4,180,505 (including $467,928 of deposits received during 1995) of which
$2,090,253 was distributed to the Trust in respect of its 50% interest in the
Venture. On August 25, 1996 the Oakridge Venture sold the last remaining five-
acre parcel of the Oakridge property. The sale generated net cash proceeds
after closing costs and other prorations of $424,254 of which $212,127 was
distributed to the Trust in respect of its 50% interest. As a result of the
sale, the Oakridge Venture does not have any further assets or known
liabilities.
For the nine months ended September 30, 1996, the Dearborn Park Townhome
Partnership (the "Partnership") sold three townhomes resulting in net income
from the sales of approximately $131,000. The Trust was allocated $99,034 of
these proceeds in respect of its 75% interest in the partnership.
RESULTS OF OPERATIONS
As a result of the adoption of the Plan on October 26, 1995, effective
October 27, 1995, the Trust began reporting on the liquidation basis of
accounting. Therefore, operations for the nine months and quarter ended
September 30, 1996 are stated on the liquidation basis as reported on the
Consolidated Statement of Changes in Net Assets in Liquidation while the
September 30, 1995 results are reported on a going concern basis as reported on
the Consolidated Statements of Income and Expenses. See Note 1, "Liquidation
and Basis of Presentation" of the Notes to Consolidated Financial Statements for
further information.
For the nine months ended September 30, 1996 and 1995, the Trust had total
income of $115,654 and $436,820, respectively. For the quarters ended September
30, 1996 and 1995 the Trust had total income of $52,505 and $164,214,
respectively. The decrease in total income for the nine months and quarter
ended September 30, 1996 when compared to the nine months and quarter ended
September 30, 1995 is primarily due to the decrease in interest income as a
result of a decrease in cash and cash equivalents available for investment.
This decrease in cash and cash equivalents is primarily due to the Trust's
payment of the initial liquidating distribution as made on December 22, 1995 in
the amount of $26,336,270 or $3.95 per share. Also contributing to this
decrease was a one time receipt of interest income in the amount of $24,757
during 1995 in respect of the Boca Golf and Tennis Club note.
For the nine months ended September 30, 1996 and 1995, total expenses were
$623,854 and $477,566, respectively. The $146,288 increase in total expenses
for the nine months ended September 30, 1996 when compared to the nine months
ended September 30, 1995 is primarily related to the fact that 1995 results were
impacted by a $336,374 recovery of amounts previously charged to losses on
mortgage loans, notes, and interest receivable as a result of a cash
distribution received in respect of the Trust's
interest in a liquidating trust. The Trust received
$27,790 of cash distributions in respect to these interests
during the nine months ended September 30, 1996. Partially offsetting this
increase was a decrease in operating expenses of $162,296. This decrease is
primarily due to a decrease in Banyan Management Corp. ("BMC") expenses which
are allocated to the Trust based on the actual number of hours spent by BMC
personnel on Trust-related matters and a decrease in other professional fees.
During the first nine months of 1995, BMC personnel spent a significant amount
of time related to the Boca assets which were disposed of in 1995 while spending
significantly less time in 1996 following the adoption of the Plan. Other
professional fees decreased due to a decrease in legal expenses following the
sale and disposition in 1995 of the Boca assets and a decrease in other
professional fees as a result of the winding up of the Trust's operations.
Total expenses for the quarter ended September 30, 1996 and 1995 were
$246,693 and $315,036, respectively. Primarily contributing to this decrease
for the quarter ended September 30, 1996 was the sale of Boca Marina in the
third quarter of 1995 and the sale of 205 acres of the Oakridge property in the
first quarter of 1996. Due to these sales and the decision to liquidate and
wind up the affairs of the Trust, general and administrative, other professional
fees, directors' fees, expenses and insurance, and shareholder expenses all have
decreased.
Net Income from Real Estate Ventures was $1,093,020 and $356,971 for the
nine months ended September 30, 1996 and 1995, respectively. For the nine
months ended September 30, 1996, net income from real estate ventures consisted
of the Trust's share of net income from its interest in the Dearborn Park
Townhome Partnership (the "Partnership") in the amount of $145,602 plus the
Trust's share of net income from the Oakridge Venture
in the amount of $947,419. The Trust's share of the 1996
net income of the Partnership represents the
Trust's 75% share of the Partnership's approximate $132,029 of net income from
the sale of three townhomes plus the sale of its 75% general partnership
interest in the Partnership to Mr. Leonard G. Levine as discussed above. The
$947,419 of net income from the Oakridge Venture for the nine months ended
September 30, 1996 consists of a $1,023,036, gain on the sale of 205 acres,
which represents the Trust's 50% share reduced by the Trust's share of a $75,617
loss on operations. The $75,617 net loss on operations of the Oakridge Venture
for the nine months ended September 30, 1996, is primarily due to sales and
marketing costs incurred by the Venture and related to the sale of the Oakridge
property during 1996. For the nine months ended September 30, 1995, net income
from real estate ventures consisted of the Trust's share of net income from its
interest in the Partnership of $515,331 and the Trust's share of net loss from
its interest in the Oakridge Venture of $158,360. The Trust's share of the 1995
income of the Partnership represents the Trust's 75% share of the Partnership's
approximate $663,000 of net income from the sale of 39 townhomes. The $158,360
net loss on operations of the Oakridge Venture for the nine months ended
September 30, 1995 is primarily related to zoning and marketing costs incurred
in the process of selling the Oakridge property during 1995. For the quarters
ended September 30, 1996 and 1995, net income from real estate ventures totalled
$13,265 and $113,301, respectively. The Partnership generated income for the
quarters ended September 30, 1996 and 1995 of $46,580 and $180,945,
respectively. During the quarter ended September 30, 1996 the Partnership
recorded one townhome sale as compared to 16 sales for the same period in 1995.
The Trust's share of the Oakridge Venture's loss for the quarters ended
September 30, 1996 and 1995 was $33,315 and 67,644, respectively.
Net income from foreclosed real estate held for sale for the nine months
and quarter ended September 30, 1995 consisted of a $2,316,111 and $2,355,090
respectively, in net income from operations, respectively, primarily
representing the gain associated with the sale of the Trust's Boca Marina
Parcel.
The combination of the above changes have resulted in a decrease in net
income to $584,820 ($0.09 per share) for the nine months ended September 30,
1996 compared to $2,632,336 ($0.40 per share) for the nine months ended
September 30, 1995. For the quarter ended September 30, 1996, the Trust
recorded a net loss of $180,923 ($0.03 per share) compared to net income of
$2,317,569 ($0.35 per share) recorded for the quarter ended September 30, 1995.
OTHER INFORMATION
The Trust elected to be treated as a real estate investment trust ("REIT")
under Sections 856-860 of the Internal Revenue Code for the year ended December
31, 1995. On March 20, 1996, the Trust notified the Internal Revenue Service of
its intent to revoke the tax election to be treated as a REIT under section
856(c)(1) of the Internal Revenue Code of 1986, as amended, due to the decision
to liquidate and terminate the Trust.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are included with this report.
The following exhibit is incorporated by reference from the Trust's Form
8-K dated November 1, 1995:
Exhibit Number Description
(2) Plan of Liquidation/Termination
The following exhibit is incorporated by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1989:
Exhibit Number Description
(3)(a) Fifth Amended and Restated Declaration of Trust dated
October 23, 1987
The following exhibit is incorporated by reference from the Trust's
Registration Statement on Form S-4 (file no. 33-11038) referencing the exhibit
numbers used in the Registration Statement:
Exhibit Number Description
(3)(b) By-Laws of the Registrant - Dated December 14, 1984.
The following exhibits are incorporated by reference from the Registrant's
Annual Report on Form 10-KSB for the year ended December 31,1995:
Exhibit Number Description
(10) Material Contracts
Second Amendment of Leonard G. Levine's Employment
Contract dated December 31, 1992
(21) Schedule of Subsidiaries of the Registrant
(b) No reports on Form 8-K were filed during the quarter ended September
30, 1996 for which this report is filed.
SIGNATURES
PURSUANT to the requirements of Section 13 or 15(d) 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.
BANYAN SHORT TERM INCOME TRUST
By: /s/ Leonard G. Levine Date: November 13, 1996
Leonard G. Levine
President
By: /s/ Joel L. Teglia Date: November 13, 1996
Joel L. Teglia, Vice President,
Chief Financial and Accounting Officer