-----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, WhRU9zkr9hNog6BunoWpevrgNY1K8x6m15dgdCI+tEXnMrAt5Ql6kLmeopwAv6te 5CP5vVCLfsxlGJfw0Fe0gg== 0000790817-96-000004.txt : 19960503 0000790817-96-000004.hdr.sgml : 19960503 ACCESSION NUMBER: 0000790817-96-000004 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19960502 SROS: NASD 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15465 FILM NUMBER: 96555528 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 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A-Number 1 ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 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 0-15465 Banyan Strategic Realty Trust (Exact name of Registrant as specified in its charter) Massachusetts 36-3375345 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 150 South Wacker Drive, Chicago, IL 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 requirements for the past 90 days. YES X . NO . Shares of beneficial interest outstanding as of August 14, 1995: 10,471,102 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Trust held its 1994 Annual Meeting of Shareholders on June 27, 1995. There were three proposals considered at the Meeting. Proposal #1 was to elect three Class A Trustees to hold office for one year or otherwise as provided in the Trust's amended and restated Declaration of Trust. Proposal #2 was to concur in the selection of Ernst & Young L.L.P. as the Trust's independent public accountants for the fiscal year ended December 31, 1995. Proposal #3 was to authorize and ratify the issuance of Award Shares to Mr. Leonard G. Levine pursuant to the terms of his Employment Agreement and to authorize the future issuance of Award Shares to Mr. Levine subject to satisfaction of conditions relevant to the issuance contained in the Employment Agreement. The following votes were cast or abstained from voting in connection with the proposals in the manner as set forth: PROPOSAL #1 SLATE OF TRUSTEES ELECTED FOR AGAINST ABSTAIN Walter E. Auch, Sr. 5,939,552 1,047,610 0 Norman M. Gold 5,941,016 1,046,146 0 Marvin A. Sotoloff 5,946,324 1,040,838 0 PROPOSAL #2 FOR AGAINST ABSTAIN 6,770,752 49,791 166,619 PROPOSAL #3 FOR AGAINST ABSTAIN 5,166,812 1,381,041 439,309 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Financial Statements and Pro Forma Financial Information: (i) Northlake Festival Shopping center (see attached) (b) No current reports on Form 8-K were filed during the quarter ended June 30, 1995. 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 STRATEGIC REALTY TRUST Registrant Date: May 1, 1996 By: /s/ Joel L. Teglia Joel L. Teglia, Vice President and Chief Financial and Accounting Officer EX-99 2 Audited Statement of Revenue and Certain Expenses Northlake Tower Shopping Center December 31, 1994 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 Northlake Tower Shopping Center (the Property) as described in Note 2 for the year ended December 31, 1994. 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 from 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 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 described in Note 2 for the year ended December 31, 1994, in conformity with generally accepted accounting purposes. Ernst & Young LLP October 2, 1995 Chicago, Illinois Northlake Tower Shopping Center Statement of Revenue and Certain Expenses Year Ended December 31, 1994 REVENUE Base rents $3,130,364 Percentage rent 48,951 Tenant reimbursements 740,376 ---------- Total revenue 3,919,691 EXPENSES Ground rent 600,000 Percentage ground rent 273,664 Real estate taxes 349,259 General operating 205,307 Utilities 173,623 Cleaning and landscaping 103,195 Repairs and maintenance 61,955 ---------- Total expenses 1,767,003 ---------- Revenue in excess of certain expenses $2,152,688 ========== See accompanying notes. Northlake Tower Shopping Center Notes to Statement of Revenue and Certain Expenses NOTE 1 BUSINESS The accompanying statement of revenue and certain expenses relates to the operations of the Northlake Tower Shopping Center (the Property). The property was acquired on July 28, 1995, by BSRT/M&J Northlake Limited Partnership, a joint venture 80% owned by Banyan Strategic Realty Trust (the Trust). The Property was previously owned by Confederation Life Insurance Company. As of December 31, 1994, the Property was 97% leased with forty-seven tenants. NOTE 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 management fees and depreciation and amortization, which may not be comparable to the expenses expected to be incurred by the Trust in future operations of the Property, have been excluded. REVENUE AND EXPENSE RECOGNITION Revenue is recognized in the period in which it is earned. Expenses are recognized in the period in which they are incurred. NOTE 3 GROUND LEASE The Property is subject to a ground lease with an independent third party. Under the provisions of the lease, the Property pays annual base rent of $600,000 through October 4, 2007, plus 7% of gross rents generated from the Property when gross rents exceed $2,000,000. The ground lease also requires the payment of the Property's expenses including real estate taxes. NOTE 4 RENTALS The Property has entered into tenant leases that provide for tenants to share in increases in operating expenses and real estate taxes in excess of base amounts, as defined. Certain leases provide for tenants to pay additional rentals based upon a percent of gross sales in excess of base gross sales amounts, as defined. Northlake Tower Shopping 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 $3,178,700 Percentage rent 49,900 Tenant reimbursements 750,100 ---------- Total revenue 3,978,700 EXPENSES Ground rent 600,000 Percentage ground rent 278,500 Real estate taxes 377,000 General operating 175,600 Management fees 119,400 Utilities 158,600 Depreciation (See Note 2) 428,600 Cleaning and landscaping 114,700 Repairs and maintenance 57,200 ---------- Total expenses 2,309,600 ---------- Pro Forma revenue in excess of expenses $1,669,100 ========== Pro Forma funds from operations (See Note 4) $2,097,700 ========== Northlake Tower Shopping 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 year ended December 31, 1994 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 $17,144,000 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 4.0% 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. -----END PRIVACY-ENHANCED MESSAGE-----