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): October 30, 1997
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.
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ITEM 5. OTHER INFORMATION
On October 30, 1997, the Trust issued a Press Release, a copy of
which is attached hereto as Exhibit (99.2) and is incorporated herein by
reference.
On November 18, 1997, the Trust issued a Press Release, a copy of
which is attached hereto as Exhibit (99.3) 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 (99.2) Press Release dated October 30, 1997
Exhibit (99.3) Press Release dated November 18, 1997
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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: December 3, 1997 BANYAN STRATEGIC REALTY TRUST
(Registrant)
By: /s/ JOEL L. TEGLIA
---------------------
Joel L. Teglia
Vice President,
Chief Financial and
Accounting Officer
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EXHIBIT (99.2)
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AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Karen Dickelman Dennis Waite Laura Kuhlmann Susan Steidle
Director of General Inquiries Media Inquiries Analyst Inquiries
Investor 312 640-6674 312 640-6727 312-640-6774
Relations
312 683-3671
BANYAN STRATEGIC REALTY TRUST REPORTS 3RD-QTR REVENUES UP 49% TO $7.9
MILLION FROM YEAR AGO; FUNDS FROM OPERATIONS CLIMB 68% TO $1.5 MILLION, OR
14.5 CENTS PER SHARE, FROM $1.06 MILLION, OR 9 CENTS
A SHARE, IN 1996'S THIRD QUARTER
FOR IMMEDIATE RELEASE
CHICAGO, OCTOBER 30, 1997 -- BANYAN STRATEGIC REALTY TRUST (Nasdaq: VLANS)
today reported higher average occupancy levels over a year ago as it
announced third-quarter total revenues climbed 49 percent to $7.9 million
from year-earlier revenues of $5.3 million. Funds from Operations (FFO)
for the quarter ended September 30, 1997, rose 68 percent to $1.5 million,
or 14.5 cents a share, from $914,000, or 9 cents, a year ago. Real estate
net operating income climbed to $2.0 million from $1.3 million a year
earlier. Net income for the quarter increased to $1,730,000, or $0.16
cents per share, from $361,000, or $0.03 per share, in the third quarter of
1996.
NINE-MONTHS RESULTS
For the first nine months of 1997, total revenues rose 29 percent to $20.5
million from $15.9 million in the comparable period in 1996. Funds from
Operations increased 31 percent to $3.8 million, or 36.5 cents a share,
from $2.9 million, or 28 cents per share, a year earlier. Real estate net
operating income was up 22 percent to $5.4 million against $4.4 million.
Net income totaled $2.6 million compared to $1.3 million in the first nine
months of last year.
RESULTS "ON TARGET" FOR NINE MONTHS
President and Chief Executive Officer Leonard G. Levine noted that the
Trust portfolio's average weighted occupancy as a percent of gross leasable
square footage was 95 percent compared to 92 percent at June 30, 1996. He
also commented that both the third quarter and nine months results were "on
target" with street expectations. The continuing higher FFO, Levine noted,
is directly related to the Trust's continuing acquisition activity so far
in 1997. Levine said Trust management continues to anticipate that FFO for
the entire year 1997 will be in the 50-to-55 cents per share range, with
projected FFO for 1998 at 65-to-70 cents per share.
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TOTAL ASSETS
Banyan's total assets at September 30, 1997, were $157 million, up 34
percent from the $117 million at year-end 1996. Net investment in real
estate as of September 30, 1997, was $146 million, an increase of 43
percent from the $102 million at year-end 1996. These increases, Levine
said, reflect the Trust's acquisition of nine properties during the first
nine months of 1997. Book value at September 30, 1997, was $4.80 per share
compared to $4.86 per share at year-end 1996.
RECENT FINANCING
Banyan recently announced the completion of a financing of the Trust with a
$20 million unsecured convertible loan commitment from Morgens, Waterfall,
Vintiadis & Company, Inc. of New York, as agent for a group of
institutional investors, together with a $10 million sale of newly issued
common shares.
Banyan Strategic Realty Trust is a diversified equity Real Estate
Investment Trust (REIT) with a portfolio that includes primarily light
industrial/warehouse and suburban office buildings, as well as retail and
residential properties. The properties are located in major metropolitan
areas and mid-to-small second tier markets primarily in the Midwest and
Southeast United States. As of October 20, 1997, the Trust had 13,210,852
shares of beneficial interest outstanding.
Some of the statements, expectations and assumptions contained in the
foregoing are forward-looking statements that involve a number of risks and
uncertainties. Although the trust has used its best efforts to be accurate
in making these forward-looking statements, it is possible that the
assumptions made by management may not materialize. The cash flow generated
by, or capital appreciation from real property investment may be adversely
affected by changes in demographics, local real estate conditions,
governmental regulations, zoning or tax laws, environmental or other legal
liabilities and changes in interest rates.
See Banyan's website at http://www.banyanreit.com
for complete company information.
For further information regarding Banyan free of charge via fax,
dial 1-800-PRO-INFO and enter "VLANS."
Financial Table Follows . . .
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<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
----------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------- --------------------------------
9/30/97 9/30/96 9/30/97 9/30/96
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Total revenue. . . . . . . . . . . . . . $ 7,875,129 $ 5,284,942 $ 20,515,558 $ 15,902,372
Operating expenses . . . . . . . . . . . (7,051,112) (4,815,034) (18,586,786) (14,170,810)
------------ ------------ ------------ ------------
Operating income . . . . . . . . . . . . 824,017 469,908 1,928,772 1,731,562
Minority Interest in consolidated
partnerships . . . . . . . . . . . . . (151,747) (128,903) (463,473) (349,390)
Income (loss) of real estate
venture. . . . . . . . . . . . . . . . (13,656) 19,649 37,126 (77,365)
Gain on disposition of investment
in real estate and disposition
of Partnership Interest. . . . . . . . 1,071,858 -- 1,075,646 --
------------ ------------ ------------ ------------
Net income . . . . . . . . . . . . . . . $ 1,730,472 $ 360,654 $ 2,578,071 $ 1,304,807
============ ============ ============ ============
EPS. . . . . . . . . . . . . . . . . . . $ 0.16 $ 0.03 $ 0.24 $ 0.12
============ ============ ============ ============
<PAGE>
FUNDS FROM OPERATIONS
----------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------- --------------------------------
9/30/97 9/30/96 9/30/97 9/30/96
------------ ------------ ------------ ------------
Net income . . . . . . . . . . . . . . . $ 1,730,472 $ 360,654 $ 2,578,071 $ 1,304,807
Depreciation and amortization expense,
net of minority interest share . . . . 872,415 558,164 2,303,631 1,612,518
Recovery of losses on loans, notes
and interest receivable. . . . . . . . -- (14,059) -- (14,059)
Franchise tax fees accrued . . . . . . . 12,500 10,000 37,500 30,000
Gain on disposition of
investment real estate . . . . . . . . . (1,071,858) -- (1,075,646) --
------------ ------------ ------------ ------------
Funds from Operations. . . . . . . . . . $ 1,543,529 $ 914,759 $ 3,843,556 $ 2,933,266
============ ============ ============ ============
</TABLE>
EXHIBIT (99.3)
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AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Karen Dickelman Dennis Waite Laura Kuhlmann Susan Steidle
Director of General Inquiries Media Inquiries Analyst Inquiries
Investor 312 640-6674 312 640-6727 312-640-6774
Relations
312 683-3671
BANYAN STRATEGIC REALTY TRUST ANNOUNCES
FOUR-YEAR CONTRACT RENEWAL FOR CEO
FOR IMMEDIATE RELEASE
CHICAGO, IL, NOVEMBER 18, 1997 -- Banyan Strategic Realty Trust
(Nasdaq: VLANS) today announced that it has reached agreement on the terms
and conditions of a new employment agreement with its President and Chief
Executive Officer, Leonard G. Levine. The agreement commences as of
October 1, 1997 and continues through December 31, 2001.
Under the new agreement, Mr. Levine will be paid a base salary equal to
$200,000 per year during the first two years of the agreement (increasing
to $210,000 per year during the last two years) plus annual and long-term
incentive compensation, the amounts of which are tied to the Trust
achieving certain performance levels. In addition, all long-term incentive
compensation is payable in options to purchase shares of the Trust's
beneficial interest. The options are exercisable at $5.50 per share. A
portion of the options are subject to vesting conditions based on the
performance of the Trust's share price.
Mr. Levine stated that he "is pleased to be continuing with the Trust and
excited by its prospects." He added that a definitive agreement evidencing
the new agreement should be completed shortly.
Banyan Strategic Realty Trust is a Real Estate Investment Trust (REIT) with
assets located throughout the Midwest, Southeast, and Washington, D.C. The
Trust is included for quotation on the Nasdaq National Market System under
the symbol "VLANS".
See Banyan's Website at http://www.banyanreit.com
for complete company information.
For further information regarding Banyan free of charge via fax,
dial 1-800-PRO-INFO and enter "VLANS."
