-----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, NHIR1cEKGc+2eJ/0ew0CUc4/Guj28mOFPSau2GnZnSDX/rTuHuodP6/ZlWyJEnSO nhKCG5XOGW6lIq2tl9wJdQ== 0000892626-97-000394.txt : 19971204 0000892626-97-000394.hdr.sgml : 19971204 ACCESSION NUMBER: 0000892626-97-000394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971030 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971203 SROS: NONE 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: 8-K SEC ACT: SEC FILE NUMBER: 000-15465 FILM NUMBER: 97731964 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 8-K 1 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. - 1 - 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 - 2 - 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 - 3 - EX-99.2 2 EXHIBIT (99.2) - -------------- 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. 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 . . .
SELECTED FINANCIAL DATA ---------------------------------------------------------------------- THREE MONTHS ENDED NINE MONTHS ENDED ------------------------------- -------------------------------- 9/30/97 9/30/96 9/30/97 9/30/96 ------------ ------------ ------------ ------------ 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 ============ ============ ============ ============ 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 ============ ============ ============ ============
EX-99.3 3 EXHIBIT (99.3) - -------------- 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." -----END PRIVACY-ENHANCED MESSAGE-----