SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-NUMBER 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 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 23 pages.
Exhibit index is located on page 2.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
a) Financial Statements.
(i) Southlake Corporate Center (See attached).
(ii) University Square Business Center (See attached).
(iii) Technology Center (See attached).
b) Pro Forma Financial Information
<PAGE>
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 16, 1998 BANYAN STRATEGIC REALTY TRUST
(Registrant)
By: /s/ Joel L. Teglia
-----------------------------------
Vice President, Chief Financial and
Accounting Officer
<PAGE>
(i) - Southlake Corporate Center
Statements of Revenue and
Certain Expenses
SOUTHLAKE CORPORATE CENTER
For the period from September 26, 1996
to July 30, 1997 and the
period from January 1, 1997 to
July 30, 1997 (Unaudited)
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Banyan Strategic Realty Trust
We have audited the statement of revenue and certain expenses of Southlake
Corporate Center (the Property) as described in Note 1 for the period from
September 26, 1996 to July 30, 1997. 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 from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
made in the statement of revenue and certain expenses. An audit also
includes assessing the accounting principles used and 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 for inclusion in a Form 8-K of Banyan Strategic
Realty Trust as described in Note 1, and is not intended to be a complete
presentation of the Property's revenue and expenses.
In our opinion, the statement of revenue and certain expenses referred to
above presents fairly, in all material respects, the revenue and certain
expenses of the Property, for the period from September 26, 1996 to July
30, 1997, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
October 9, 1997
Chicago, Illinois
<PAGE>
SOUTHLAKE CORPORATE CENTER
Statements of Revenue and Certain Expenses
(Unaudited)
Period from Period from
September 26, 1996 January 1, 1997
to July 30, 1997 to July 30, 1997
---------------- ----------------
Revenue:
Rental income . . . . . . . . . . $691,084 $474,980
Other income. . . . . . . . . . . 1,545 1,062
-------- --------
Total revenue . . . . . . 692,629 476,042
-------- --------
Certain Expenses:
Utilities . . . . . . . . . . . . 71,420 49,087
Landscaping, repairs and
general maintenance. . . . . . . 84,220 57,884
Insurance . . . . . . . . . . . . 3,999 2,749
Property taxes. . . . . . . . . . 33,635 23,117
Administrative. . . . . . . . . . 13,235 9,096
-------- --------
Total expenses. . . . . . 206,509 141,933
-------- --------
Revenue in excess of
certain expenses . . . . $486,120 $334,109
======== ========
See accompanying notes.
<PAGE>
SOUTHLAKE CORPORATE CENTER
Notes to Statements of Revenue and Certain Expenses
For the period from September 26, 1996 to July 30, 1997
and the period from January 1, 1997 to July 30, 1997 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying statement of revenue and certain expenses relates to the
operations of Southlake Corporate Center (the Property) an office building
located in Morrow, Georgia. The Property was acquired on September 26,
1996 by the previous owner. The Property was acquired on July 30, 1997 by
Banyan Strategic Realty Trust (Banyan). Accordingly, the statement of
revenue and certain expenses has been presented for the period of ownership
by the former owner.
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 for inclusion in a Form 8-K of Banyan. The
statement of revenue and certain expenses is not representative of the
actual operations of the Property for the period presented nor indicative
of future operations as certain expenses have been excluded. The excluded
expenses consist primarily of management fees, interest, depreciation, and
amortization, which may not be comparable to the expenses expected to be
incurred by Banyan in future operations of the Property.
Revenue Recognition
Rental income is recognized as revenue on a straight-line basis over the
terms of the operating leases.
Use of Estimates
The preparation of the statement of revenue and certain expenses in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from these estimates.
Unaudited Interim Statement
In the opinion of Management, the interim financial statement reflect all
adjustments necessary for a fair presentation of the results of the interim
period. All adjustments are of a normal, recurring nature.
2. LEASES AND SIGNIFICANT TENANTS
As of July 30, 1997, the Property was 97% leased to sixteen tenants. Three
of these tenants accounted for approximately 16%, 14% and 10% of the total
rental income earned for the period.
<PAGE>
(ii) - University Square Business Center
Statements of Revenue and
Certain Expenses
UNIVERSITY SQUARE BUSINESS CENTER
For the year ended December 31, 1996 and
the period from January 1, 1997 to
August 26, 1997 (Unaudited)
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Banyan Strategic Realty Trust
We have audited the statement of revenue and certain expenses of University
Square Business Center (the Property) as described in Note 1 for the year
ended December 31, 1996. 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 from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
made in the statement of revenue and certain expenses. An audit also
includes assessing the accounting principles used and 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 for inclusion in a Form 8-K of Banyan Strategic
Realty Trust as described in Note 1, and is not intended to be a complete
presentation of the Property's revenue and expenses.
In our opinion, the statement of revenue and certain expenses referred to
above presents fairly, in all material respects, the revenue and certain
expenses of the Property, for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
October 1, 1997
Chicago, Illinois
<PAGE>
UNIVERSITY SQUARE BUSINESS CENTER
Statements of Revenue and Certain Expenses
(Unaudited)
Period from
January 1, 1997
Year Ended to
December 31, 1996 August 26, 1997
---------------- ----------------
Revenue:
Rental income . . . . . . . . . . $1,536,359 $940,979
Other income. . . . . . . . . . . 5,335 10,013
---------- --------
Total revenue . . . . . . 1,541,694 950,992
---------- --------
Certain Expenses:
Utilities . . . . . . . . . . . . 200,281 120,670
Maintenance . . . . . . . . . . . 181,250 111,003
Management fees . . . . . . . . . 62,045 37,419
Insurance . . . . . . . . . . . . 11,493 6,076
Real estate taxes . . . . . . . . 59,788 43,128
General and administrative. . . . 31,610 10,175
---------- --------
Total expenses. . . . . . 546,467 328,471
---------- --------
Revenue in excess of
certain expenses . . . . $ 995,227 $622,521
========== ========
See accompanying notes.
<PAGE>
UNIVERSITY SQUARE BUSINESS CENTER
Notes to Statements of Revenue and Certain Expenses
For the year ended December 31, 1996 and the period
from January 1, 1997 to August 26, 1997 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying statement of revenue and certain expenses relates to the
operations of University Square Business Center (the Property), which
consists of six one-story multi-tenant office buildings located in
Huntsville, Alabama. The Property was acquired on August 26, 1997 by
Banyan Strategic Realty Trust (Banyan) from an unrelated third party.
The accompanying statement of revenue and certain expenses were prepared
for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in a Form 8-K of Banyan.
The statement of revenue and certain expenses is not representative of the
actual operations of the Property for the period presented nor indicative
of future operations as certain expenses, primarily depreciation,
amortization and interest, which may not be comparable to the expenses
expected to be incurred by Banyan in future operations of the Property,
have been excluded.
Revenue Recognition
Rental income is recognized as revenue on a straight-line basis over the
terms of the operating leases.
Use of Estimates
The preparation of the statement of revenue and certain expenses in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from these estimates.
Unaudited Interim Statement
In the opinion of Management, the interim financial statement reflect all
adjustments necessary for a fair presentation of the results of the interim
period. All adjustments are of a normal, recurring nature.
2. LEASES AND SIGNIFICANT TENANTS
The federal government is a significant tenant at the Property and its
related rental income accounted for 37% of the total rental income earned
for the year ended December 31, 1996.
<PAGE>
(iii) - Technology Center
Statements of Revenue and
Certain Expenses
TECHNOLOGY CENTER
For the period from August 8, 1996
to August 26, 1997 and the period from
January 1, 1997 to August 26, 1997 (Unaudited)
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Banyan Strategic Realty Trust
We have audited the statement of revenue and certain expenses of Technology
Center (the Property) as described in Note 1 for the period from August 8,
1996 to August 26, 1997. 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 from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
made in the statement of revenue and certain expenses. An audit also
includes assessing the accounting principles used and 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 for inclusion in a Form 8-K of Banyan Strategic
Realty Trust as described in Note 1, and is not intended to be a complete
presentation of the Property's revenue and expenses.
In our opinion, the statement of revenue and certain expenses referred to
above presents fairly, in all material respects, the revenue and certain
expenses of the Property, for the period from August 8, 1996 to August 26,
1997, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
October 9, 1997
Chicago, Illinois
<PAGE>
TECHNOLOGY CENTER
Statements of Revenue and Certain Expenses
(Unaudited)
Period from Period from
August 8, 1996 January 1, 1997
to August 26, 1997 to August 26, 1997
------------------ ----------------
Revenue:
Rental income . . . . . . . . . . $536,241 $333,225
-------- --------
Total revenue . . . . . . 536,241 333,225
-------- --------
Certain Expenses:
Utilities . . . . . . . . . . . . 61,056 37,941
Landscaping, repairs and general
maintenance. . . . . . . . . . . 80,237 49,860
Insurance . . . . . . . . . . . . 5,081 3,157
Administrative. . . . . . . . . . 3,346 2,079
-------- --------
Total expenses. . . . . . 149,720 93,037
-------- --------
Revenue in excess of
certain expenses . . . . $386,521 $240,188
======== ========
See accompanying notes.
<PAGE>
TECHNOLOGY CENTER
Notes to Statements of Revenue and Certain Expenses
For the period from August 8, 1996 to August 26, 1997 and
the period from January 1, 1997 to August 26, 1997 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying statement of revenue and certain expenses relates to the
operations of Technology Center (the Property), a three story office
building located in Huntsville, Alabama. The Property was acquired on
August 26, 1997 by Banyan Strategic Realty Trust (Banyan) subject to a
ground lease from the Industrial Development Board of the City of
Huntsville (see footnote following). The previous owner acquired the
Property on August 8, 1996. Accordingly, the statement of revenue and
certain expenses has been presented for the period of ownership by the
former owner.
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 for inclusion in a Form 8-K of Banyan. The
statement of revenue and certain expenses is not representative of the
actual operations of the Property for the period presented nor indicative
of future operations as certain expenses have been excluded. The excluded
expenses consist primarily of management fees, interest, depreciation, and
amortization, which may not be comparable to the expenses expected to be
incurred by Banyan in future operations of the Property.
Revenue Recognition
Rental income is recognized as revenue on a straight-line basis over the
terms of the operating leases.
Use of Estimates
The preparation of the statement of revenue and certain expenses in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from these estimates.
Unaudited Interim Statement
In the opinion of Management, the interim financial statement reflect all
adjustments necessary for a fair presentation of the results of the interim
period. All adjustments are of a normal, recurring nature.
2. GROUND LEASE
The Property is subject to a ground lease from the Industrial Development
Board of the City of Huntsville. There are no rental payments due under
the lease agreement through 2002. Real estate taxes are abated during the
term of the lease. The lease provides for a purchase option on January 1,
2003 for $50,000.
3. LEASES AND SIGNIFICANT TENANTS
As of August 26, 1997, the Property was 100% leased to two tenants who
occupy approximately 65% and 35% of the Property, respectively.
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Consolidated Balance Sheet
September 30, 1997
(Unaudited)
This unaudited Pro Forma Condensed Consolidated Balance Sheet is presented
as if the Trust entered into a Share Purchase Agreement with a group of
purchasers (the "Purchasers") relating to Morgens, Waterfall, Vintiadis &
Company, Inc., and into the Convertible Term Loan Agreement with the
Purchasers on September 30, 1997.
This unaudited Pro Forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the actual financial position would have
been at September 30, 1997, nor does it purport to represent the future
financial position of the Company.
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Consolidated Balance Sheet
September 30, 1997
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ----------
ASSETS
Cash and Cash Equivalents . .$ 4,343,253 $ 387,893 (A) $ 4,731,146
Restricted Cash . . . . . . . 1,239,741 1,239,741
Interest Receivable on
Investments . . . . . . . . 12,060 12,060
Accounts Receivable . . . . . 1,318,596 1,318,596
------------ ----------- ------------
6,913,650 387,893 7,301,543
------------ ----------- ------------
Investment in Real Estate,
at cost:
Land. . . . . . . . . . . . 25,733,379 25,733,379
Building. . . . . . . . . .122,627,578 122,627,578
Building Improvements . . . 3,763,611 3,763,611
------------ ----------- ------------
152,124,568 -- 152,124,568
Less: Accumulated
Depreciation . . . . . . . (5,712,588) (5,712,588)
------------ ----------- ------------
146,411,980 -- 146,411,980
------------ ----------- ------------
Deferred Financing Costs,
net . . . . . . . . . . . . 920,867 400,000 (B) 1,320,867
Other Assets. . . . . . . . . 2,400,545 (125,000)(C) 2,275,545
------------ ----------- ------------
Total Assets. . . . . . . . .$156,647,042 $ 662,893 $157,309,935
============ =========== ============
LIABILITIES AND
SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable and
Accrued Expenses. . . . . .$ 1,347,987 $ 1,347,987
Accrued Real Estate Taxes . . 1,371,111 1,371,111
Mortgage Loans Payable. . . . 75,403,616 (9,000,000)(D) 66,403,616
Bonds Payable . . . . . . . . 21,960,035 21,960,035
Accrued Interest Payable. . . 316,209 316,209
Unearned Revenue. . . . . . . 260,067 260,067
Security Deposit Liabilities. 705,444 705,444
------------ ----------- ------------
Total Liabilities . . . . . .101,364,469 (9,000,000) 92,364,469
------------ ----------- ------------
Minority Interest in
Consolidated Partnerships. . 2,414,248 2,414,248
SHAREHOLDERS' EQUITY
Shares of Beneficial
Interest. . . . . . . . . .109,213,622 9,662,893 (E) 118,876,515
Accumulated Deficit . . . . .(48,979,348) (48,979,348)
Treasury Shares at Cost . . . (7,365,949) (7,365,949)
------------ ----------- ------------
Total Shareholders' Equity. . 52,868,325 9,662,893 62,531,218
------------ ----------- ------------
Total Liabilities and
Shareholders' Equity . . . .$156,647,042 $ 662,893 $157,309,935
============ =========== ============
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Notes to Pro Forma Consolidated Balance Sheet
September 30, 1997
(Unaudited)
(A) The pro forma adjustment reflects the net cash received as a result
of October 14, 1997 issuance of 2,192,501 shares of beneficial interest,
net of issuance costs, costs relating to the Convertible Term Loan, and
repayment of debt, as follows:
Issuance of 2,192,501 shares at $5.00 per share. . $10,962,505
Issuance costs paid at closing . . . . . . . . . . (1,174,612)
Deferred financing costs paid at closing . . . . . (400,000)
Repayment of Line of Credit. . . . . . . . . . . . (9,000,000)
-----------
Net change in cash . . . . . . . . . . . . . . . . $ 387,893
===========
(B) The pro forma adjustment reflects payment of costs relating to Term
Loan.
(C) The pro forma adjustment reflects costs relating to the issuance of
shares paid prior to September 30, 1997. (See Adjustment E).
(D) The pro forma adjustment reflects repayment of debt with the
proceeds from the issuance of shares.
(E) The pro forma adjustment reflects issuance of 2,192,501 shares of
beneficial interest at $5.00 per share, net of costs relating to this
transaction, as follows:
Issuance of 2,192,501 shares at $5.00 per share. . $10,962,505
Issuance costs paid at closing . . . . . . . . . . (1,174,612)
Issuance costs paid before September 30, 1997. . . (125,000)
-----------
Net change in Shareholders' Equity . . . . . . . . $ 9,662,893
===========
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Condensed Consolidated Statements of Operations
For the Nine Months Ended September 30, 1997 and
For the Year Ended December 31, 1996
(Unaudited)
These unaudited Pro Forma Condensed Consolidated Statements of Operations
are presented as if (i) the Trust entered into a Share Purchase Agreement
and the Term Loan Agreement and repaid $9 million of debt on January 1,
1997 and 1996; (ii) the Trust acquired all of the acquisition properties on
January 1, 1997 and 1996; and (iii) the Trust disposed of the disposition
properties and the Mortgage Note Receivable at the beginning of each period
presented.
These unaudited Pro Forma Condensed Consolidated Statements of Operations
are not necessarily indicative of what the actual results of operations
would have been for the nine months ended September 30, 1997 and for the
year ended December 31, 1996 assuming the issuance of shares and repayment
of debt with the proceeds, entering into term loan agreement and incurring
financing costs, purchase of acquisition properties, and sale of
disposition properties and mortgage note receivable had been consummated at
the beginning of each period presented, nor does it purport to represent
the future operations of the Company.
<PAGE>
<TABLE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 1997
(Unaudited)
Acquisi- Disposi- Pro Forma
Historical tions (A) tions (B) Adjustments Pro Forma
----------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Revenue
Rental Income . . . . . . . . . . . $17,986,266 $ 3,947,026 $(1,241,769) -- 20,691,523
Operating Cost Reimbursement. . . . 1,814,751 30,150 -- -- 1,844,901
Miscellaneous Tenant Income . . . . 617,686 161,222 (169,662) -- 609,246
Income on Investments . . . . . . . 96,855 -- -- -- 96,855
----------- ----------- ----------- ----------- -----------
Total Revenue . . . . . . . . . . . . 20,515,558 4,138,398 (1,411,431) -- 23,242,525
----------- ----------- ----------- ----------- -----------
Expenses
Property Operating Expenses . . . . 7,878,865 1,621,925 (1,162,514) 20,063(C) 8,358,339
Interest Expenses . . . . . . . . . 4,649,172 404,201 (296,845) 359,727(D) 5,116,255
Depreciation and Amortization . . . 2,501,022 -- (222,712) 448,794(E) 2,727,104
General and Administrative. . . . . 3,030,990 -- -- -- 3,030,990
Amortization of Deferred Loan Fees
and Financing Costs . . . . . . . 526,737 -- (54,233) 77,974(E) 550,478
----------- ----------- ----------- ----------- -----------
Total Expenses. . . . . . . . . . . . 18,586,786 2,026,126 (1,736,304) 906,558 19,783,166
----------- ----------- ----------- ----------- -----------
Income Before Minority Interest,
Income from Operations of Real
Estate Venture and nonrecurring
gains. . . . . . . . . . . . . . . . 1,928,772 2,112,272 324,873 (906,558) 3,459,359
Minority Interest in Consolidated
Partnerships . . . . . . . . . . . . (463,373) -- 19,533 -- (443,840)
Income from Operations of Real
Estate Venture . . . . . . . . . . . 37,126 -- (37,126) -- --
Gain on Disposition of Investment
in Real Estate, Disposition of
Investment in Real Estate Venture
and Disposition of Partnership
Interest . . . . . . . . . . . . . . 1,075,646 -- (1,075,646) -- --
----------- ----------- ----------- ----------- -----------
Net Income. . . . . . . . . . . . . . $ 2,578,171 $ 2,112,272 $ (768,366) $ (906,558) $ 3,015,519
=========== =========== =========== =========== ===========
Net Income Per Share. . . . . . . . . $ 0.24 $ 0.23
=========== ===========
Weighted Average Number of
Shares Outstanding. . . . . . . . . 10,555,616 13,210,261
=========== ===========
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 1997
(Unaudited)
<FN>
(A) These adjustments relate to certain properties acquired subsequent to December 31, 1996 to include these
Properties' operations for the period of time from January 1, 1997 through the respective dates of acquisition.
(B) The Dispositions column reflects the historical revenues and expenses of certain properties and interest on
Mortgage Notes that were sold prior to September 30, 1997.
(C) The pro forma adjustment reflects new management fees and insurance expense.
(D) The pro forma adjustment reflects increase in interest expense relating to acquired properties, net of
decrease due to repayment of debt from sales proceeds and issuance of shares.
(E) Pro forma adjustment reflects depreciation for the acquisition properties, and amortization of additional
loan costs relating to debt for acquisition properties and costs relating to Convertible Term Loan.
</TABLE>
<PAGE>
<TABLE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 1996
(Unaudited)
1996 1997
Acquisi- Acquisi- Disposi- Pro Forma
Historical tions (A) tions (B) tions (C) Adjustments Pro Forma
----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Rental Income. . . . . . . . $18,606,996 $ 1,102,987 $ 9,984,438 (3,234,755) -- 26,459,666
Operating Cost
Reimbursement . . . . . . . 1,936,392 121,102 194,735 -- -- 2,252,229
Miscellaneous Tenant
Income. . . . . . . . . . . 259,844 2,479 504,738 (163,008) -- 604,053
Interest and Amortized
Discount on Mortgage
Loans . . . . . . . . . . . 441,725 -- -- (441,725) -- --
Income on Investments. . . . 159,361 -- -- -- -- 159,361
----------- ----------- ----------- ----------- ----------- -----------
Total Revenue . . . . . . . . 21,404,318 1,226,568 10,683,911 (3,839,488) -- 29,475,309
----------- ----------- ----------- ----------- ----------- -----------
Expenses
Property Operating
Expenses . . . . . . . . . 9,293,981 158,913 4,539,437 (2,754,600) (124,580)(D) 11,113,151
Interest Expense . . . . . . 4,011,218 206,532 1,235,130 (926,303) 2,295,097 (E) 6,821,674
Depreciation and
Amortization. . . . . . . . 2,453,059 -- -- (526,061) 1,192,647 (F) 3,119,645
General and Administrative . 3,125,509 -- -- -- -- 3,125,509
Amortization of Deferred
Loan Fees and Financing
Costs . . . . . . . . . . . 511,757 -- -- (59,313) 117,139 (F) 569,583
Recovery of Losses on Loans,
Notes and Interest
Receivable. . . . . . . . . (16,569) -- -- -- -- (16,569)
----------- ----------- ----------- ----------- ----------- -----------
Total Expenses. . . . . . . . 19,378,955 365,445 5,774,567 (4,266,277) 3,480,303 24,732,993
----------- ----------- ----------- ----------- ----------- -----------
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Pro Forma Condensed Consolidated Statement of Operations - Continued
For the Year Ended December 31, 1996
(Unaudited)
1996 1997
Acquisi- Acquisi- Disposi- Pro Forma
Historical tions (A) tions (B) tions (C) Adjustments Pro Forma
----------- ---------- ---------- ---------- ----------- ----------
Income Before Minority
Interest and Income (Loss)
From Operations of Real
Estate Venture . . . . . . . 2,025,363 861,123 4,909,344 426,789 (3,480,303) 4,742,316
Minority Interest in
Consolidated Partnerships. . (481,411) -- -- 359 -- (481,052)
Income (Loss) from Operations
of Real Estate Venture . . . (3,301,212) -- -- 3,301,212 -- --
----------- ----------- ----------- ----------- ----------- -----------
Net Income (Loss) . . . . . . $(1,757,260) $ 861,123 $ 4,909,344 $ 3,728,360 $(3,480,303) $ 4,261,264
=========== =========== =========== =========== =========== ===========
Net Income (Loss)
Per Share . . . . . . . . . $ (0.17) $ 0.32
=========== ===========
Weighted Average Number
of Shares Outstanding . . . 10,478,410 13,210,261
=========== ===========
<FN>
(A) These adjustments relate to certain properties acquired subsequent to December 31, 1995 to include these
Properties' operations for the period of time from January 1, 1996 through the respective dates of acquisition.
(B) The 1997 Acquisitions column reflects the 1996 historical revenues and operating expenses of properties
acquired after December 31, 1996.
(C) The Dispositions column reflects the historical revenues and expenses of certain properties and interest on
Mortgage Notes that were sold prior to September 30, 1997.
(D) The pro forma adjustment reflects new management fees and insurance expense.
(E) The pro forma adjustment reflects increase in interest expense relating to acquired properties, net of
decrease due to repayment of debt from sales proceeds and issuance of shares.
(F) Pro forma adjustment reflects depreciation for 1996 and 1997 acquisition properties, and amortization of
additional loan costs relating to debt for acquisition properties and costs relating to Convertible Term Loan.
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