UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000.
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 (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 11, 2000: 14,202,414
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BANYAN STRATEGIC REALTY TRUST
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
JUNE 30, DECEMBER 31,
2000 1999
---------- -----------
ASSETS
------
Investment in Real Estate, at cost:
Land . . . . . . . . . . . . . . . $ 36,445 $ 36,445
Building . . . . . . . . . . . . . 148,608 148,608
Building Improvements. . . . . . . 16,764 14,211
---------- ----------
201,817 199,264
Less: Accumulated Depreciation . . (18,352) (15,420)
---------- ----------
183,465 183,844
---------- ----------
Cash and Cash Equivalents. . . . . . 4,534 13,097
Restricted Cash -
Capital Improvements . . . . . . . 945 1,497
Restricted Cash - Other. . . . . . . 1,727 1,171
Interest and Accounts Receivable . . 1,362 1,186
Deferred Financing Costs
(Net of Accumulated Amortization
of $1,487 and $1,512,
respectively). . . . . . . . . . . 1,352 1,568
Other Assets . . . . . . . . . . . . 4,624 4,284
---------- ----------
Total Assets . . . . . . . . . . . . $ 198,009 $ 206,647
========== ==========
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Consolidated Balance Sheets - CONTINUED
JUNE 30, DECEMBER 31,
2000 1999
---------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Mortgage Loans Payable . . . . . . . $ 114,214 $ 120,781
Bonds Payable. . . . . . . . . . . . 4,500 4,500
Unsecured Loan Payable . . . . . . . -- 7,400
Accounts Payable and
Accrued Expenses . . . . . . . . . 1,983 2,767
Accrued Real Estate Taxes Payable. . 1,821 908
Accrued Interest Payable . . . . . . 657 615
Unearned Revenue . . . . . . . . . . 749 922
Security Deposits. . . . . . . . . . 1,342 1,203
---------- ----------
Total Liabilities. . . . . . . . . . 125,266 139,096
---------- ----------
Minority Interest in
Consolidated Partnerships. . . . . 2,375 2,256
Shareholders' Equity
Series A Convertible Preferred
Shares, No Par Value,
200,000 Shares Authorized,
61,572 Shares Issued and
Outstanding. . . . . . . . . . . . 6,157 --
Shares of Beneficial Interest,
No Par Value, Unlimited
Authorization; 15,724,338
and 15,073,917 Shares Issued,
respectively . . . . . . . . . . . 124,132 120,707
Accumulated Deficit. . . . . . . . . (49,379) (48,046)
Employees' Notes . . . . . . . . . . (3,176) --
Treasury Shares at Cost,
1,522,649 Shares . . . . . . . . . (7,366) (7,366)
---------- ----------
Total Shareholders' Equity . . . . . 70,368 65,295
---------- ----------
Total Liabilities and
Shareholders' Equity . . . . . . . $ 198,009 $ 206,647
========== ==========
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Consolidated Statements of Operations
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
(Dollars in thousands, except per share data)
2000 1999
-------- --------
REVENUE
Rental Income. . . . . . . . . . . . . . . . . . $ 16,279 $ 18,334
Operating Cost Reimbursement . . . . . . . . . . 1,949 1,921
Miscellaneous Tenant Income. . . . . . . . . . . 164 570
Income on Investments and Other Income . . . . . 418 86
-------- --------
Total Revenue. . . . . . . . . . . . . . . . . . . 18,810 20,911
-------- --------
EXPENSES
Property Operating . . . . . . . . . . . . . . . 2,189 2,643
Repairs and Maintenance. . . . . . . . . . . . . 1,834 2,272
Real Estate Taxes. . . . . . . . . . . . . . . . 1,423 1,473
Interest . . . . . . . . . . . . . . . . . . . . 4,615 5,779
Ground Lease . . . . . . . . . . . . . . . . . . 462 465
Depreciation and Amortization. . . . . . . . . . 3,332 3,234
General and Administrative . . . . . . . . . . . 2,144 2,194
Amortization of Deferred Financing Costs . . . . 159 131
-------- --------
Total Expenses . . . . . . . . . . . . . . . . . . 16,158 18,191
Income Before Minority Interest and
Extraordinary Item . . . . . . . . . . . . . . . 2,652 2,720
Minority Interest in Consolidated
Partnerships . . . . . . . . . . . . . . . . . . (273) (255)
-------- --------
Income Before Extraordinary Item . . . . . . . . . 2,379 2,465
Extraordinary Item . . . . . . . . . . . . . . . . (42) --
-------- -------
Net Income . . . . . . . . . . . . . . . . . . . . 2,337 2,465
Less Income Attributable to Preferred Shares . . . (276) --
-------- --------
Net Income Available to Common Shares. . . . . . . $ 2,061 $ 2,465
======== ========
Basic and Diluted Earnings Available to
Common Shares per weighted-average
Common Share:
Income Before Extraordinary Item . . . . . . . . $ 0.14 $ 0.18
======== ========
Net Income . . . . . . . . . . . . . . . . . . . $ 0.14 $ 0.18
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Consolidated Statements of Operations
For the Three Months Ended June 30, 2000 and 1999
(Unaudited)
(Dollars in thousands, except per share data)
2000 1999
-------- --------
REVENUE
Rental Income. . . . . . . . . . . . . . . . . . $ 8,144 $ 9,138
Operating Cost Reimbursement . . . . . . . . . . 1,080 923
Miscellaneous Tenant Income. . . . . . . . . . . 93 382
Income on Investments and Other Income . . . . . 143 40
-------- --------
Total Revenue. . . . . . . . . . . . . . . . . . . 9,460 10,483
-------- --------
EXPENSES
Property Operating . . . . . . . . . . . . . . . 1,079 1,317
Repairs and Maintenance. . . . . . . . . . . . . 940 1,126
Real Estate Taxes. . . . . . . . . . . . . . . . 689 698
Interest . . . . . . . . . . . . . . . . . . . . 2,248 2,889
Ground Lease . . . . . . . . . . . . . . . . . . 233 230
Depreciation and Amortization. . . . . . . . . . 1,702 1,650
General and Administrative . . . . . . . . . . . 1,132 1,139
Amortization of Deferred Financing Costs . . . . 95 66
-------- --------
Total Expenses . . . . . . . . . . . . . . . . . . 8,118 9,115
Income Before Minority Interest. . . . . . . . . . 1,342 1,368
Minority Interest in Consolidated
Partnerships . . . . . . . . . . . . . . . . . . (147) (141)
-------- --------
Net Income . . . . . . . . . . . . . . . . . . . . 1,195 1,227
Less Income Attributable to Preferred Shares . . . (153) --
-------- --------
Net Income Available to Common Shares. . . . . . . $ 1,042 $ 1,227
======== ========
Basic and Diluted Earnings Available to
Common Shares per weighted-average
Common Share:
Net Income . . . . . . . . . . . . . . . . . . . $ 0.07 $ 0.09
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE>
<TABLE>
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Shareholders' Equity
For the Six Months Ended June 30, 2000
(Unaudited)
(Dollars in thousands)
<CAPTION>
Series A Convertible Shares of
Preferred Shares Beneficial Interest Accumu-
--------------------- --------------------- lated Employees' Treasury
Shares Amount Shares Amount Deficit Notes Shares Total
---------- -------- ---------- --------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shareholders'
Equity,
January 1,
2000. . . . . . . . -- $ -- 15,073,917 $120,707 $(48,046) $ -- $ (7,366) $ 65,295
Issuance of
Shares,
net of issuance
costs . . . . . . . 61,572 6,157 650,421 3,425 -- -- -- 9,582
Employees' Notes,
net of repay-
ments . . . . . . . -- -- -- -- -- (3,176) -- (3,176)
Net Income . . . . . -- -- -- -- 2,337 -- -- 2,337
Common Distri-
butions Paid. . . . -- -- -- -- (3,394) -- -- (3,394)
Preferred Distri-
bution Paid . . . . -- -- -- -- (276) -- -- (276)
------ -------- ---------- -------- -------- -------- -------- --------
Shareholders'
Equity,
June 30, 2000 . . . 61,572 $ 6,157 15,724,338 $124,132 $(49,379) $ (3,176) $ (7,366) $ 70,368
====== ======== ========== ======== ======== ======== ======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
(Dollars in thousands)
2000 1999
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . $ 2,337 $ 2,465
Adjustments to Reconcile Net Income to
Net Cash Provided By Operating Activities:
Extraordinary Item . . . . . . . . . . . . . . . 42 --
Depreciation and Amortization. . . . . . . . . . 3,491 3,365
Minority Interest in Consolidated
Partnerships. . . . . . . . . . . . . . . . . . 273 255
Net Change In:
Restricted Cash - Other. . . . . . . . . . . . (556) (726)
Interest and Accounts Receivable . . . . . . . (176) 264
Other Assets . . . . . . . . . . . . . . . . . (740) (786)
Accounts Payable and Accrued Expenses. . . . . (784) (409)
Accrued Interest Payable . . . . . . . . . . . 42 61
Accrued Real Estate Taxes Payable. . . . . . . 913 963
Unearned Revenue . . . . . . . . . . . . . . . (173) 207
Security Deposits. . . . . . . . . . . . . . . 139 3
-------- --------
Net Cash Provided By Operating Activities. . . . . 4,808 5,662
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate . . . . (2,553) (2,592)
Restricted Cash - Capital Improvements . . . . 552 (325)
-------- --------
Net Cash Used In Investing Activities . . . . . . (2,001) (2,917)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans Payable. . . . . . . . . . . 8,500 --
Distributions to Minority Partners . . . . . . . (154) (188)
Deferred Financing Costs . . . . . . . . . . . . (159) (5)
Payment of Preferred Shares Issuance Costs . . . (30) --
Repayment of Employees' Notes. . . . . . . . . . 62 --
Principal Payments on Mortgage Loans,
Bonds Payable and Unsecured Loan Payable . . . (16,310) (826)
Distributions Paid to Shareholders . . . . . . . (3,394) (3,221)
Payment of Preferred Distributions . . . . . . . (276) --
Prepayment Penalties on Early Extinguishment
of Debt. . . . . . . . . . . . . . . . . . . . (6) --
Shares Issued, Net of Issuance Costs . . . . . . 397 418
-------- --------
Net Cash Used In Financing Activities. . . . . . . (11,370) (3,822)
-------- --------
Net Decrease In Cash and Cash Equivalents. . . . . (8,563) (1,077)
Cash and Cash Equivalents at
Beginning of Period. . . . . . . . . . . . . . . 13,097 3,731
-------- --------
Cash and Cash Equivalents at End of Period . . . . $ 4,534 $ 2,654
======== ========
Supplemental Information:
Interest Paid During the Period. . . . . . . . . $ 4,573 $ 5,718
======== ========
Non-Cash Financing Activities:
Preferred Share Debt Conversion. . . . . . . . . $ 6,157 $ --
======== ========
Employees' Notes . . . . . . . . . . . . . . . . $ 3,238 $ --
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Notes to Consolidated Financial Statements
June 30, 2000
(Unaudited)
(Dollars in thousands, except per share data)
1. FINANCIAL STATEMENT PRESENTATION
Readers of this quarterly report should refer to Banyan Strategic
Realty Trust's (the "Trust") audited consolidated financial statements for
the year ended December 31, 1999 which are included in the Trust's 1999
Form 10-K, as certain footnote disclosures which would substantially
duplicate those contained in such audited statements have been omitted from
this report. In the opinion of management, all adjustments necessary for a
fair presentation have been made to the accompanying consolidated financial
statements as of June 30, 2000. All adjustments made to the financial
statements, as presented, are of a normal recurring nature to the Trust.
RECLASSIFICATIONS
Certain reclassifications have been made to the previously reported
1999 consolidated financial statements in order to provide comparability
with the 2000 consolidated financial statements. These reclassifications
have not changed the 1999 results.
2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share for the six months ended June 30, 2000 and 1999:
Six Months Ended
------------------------
6/30/00 6/30/99
---------- ----------
Numerator:
Income Available to Common
Shares Before Extraordinary
Item . . . . . . . . . . . . . . . . . . $ 2,103 $ 2,465
Extraordinary Item . . . . . . . . . . . . (42) --
---------- ----------
Net Income Available to
Common Shares . . . . . . . . . . . $ 2,061 $ 2,465
========== ==========
Denominator:
Denominator for basic earnings per
weighted-average shares. . . . . . . . . 14,127,443 13,428,444
Effect of dilutive securities -
Employee stock options . . . . . . . . . 8,042 5,968
---------- ----------
Dilutive potential common shares . . . . . 8,042 5,968
Denominator for diluted earnings
per share-adjusted weighted-average
shares and assumed conversions . . . . 14,135,485 13,434,412
========== ==========
Basic and Diluted Earnings Available
to Common Shares Per weighted-
average Common Share:
Income Before Extraordinary Item . . . . . $ 0.14 $ 0.18
Extraordinary Item . . . . . . . . . . . . -- --
---------- ----------
Net Income . . . . . . . . . . . . . . $ 0.14 $ 0.18
========== ==========
<PAGE>
The following table sets forth the computation of basic and diluted
earnings per share for the three months ended June 30, 2000 and 1999:
Three Months Ended
------------------------
6/30/00 6/30/99
---------- ----------
Numerator:
Net Income Available to
Common Shares . . . . . . . . . . . $ 1,042 $ 1,227
========== ==========
Denominator:
Denominator for basic earnings per
weighted-average shares. . . . . . . . . 14,181,101 13,449,337
Effect of dilutive securities -
Employee stock options . . . . . . . . . 10,636 6,380
---------- ----------
Dilutive potential common shares . . . . . 10,636 6,380
Denominator for diluted earnings
per share-adjusted weighted-average
shares and assumed conversions . . . . 14,191,737 13,455,717
========== ==========
Basic and Diluted Earnings Available
to Common Shares Per weighted-
average Common Share:
Net Income . . . . . . . . . . . . . . $ 0.07 $ 0.09
========== ==========
3. LONG-TERM DEBT
FINANCING
On May 1, 2000, the Trust entered into a loan agreement with LaSalle
Bank National Association which provided for a loan in the amount of
$12,100, which can be drawn in four installments. The amount of $8,500 was
drawn on May 1, 2000. The loan, which is collateralized by the Trust's
Johns Creek Office and Industrial Park and Technology Park properties,
bears interest at a variable rate equal to LIBOR plus 2.2% and is payable
monthly. The loan principal is pre-payable without penalty and matures in
one year. The proceeds from the first draw were utilized primarily to
repay the amounts outstanding on a line of credit which came due on May 1,
2000 and which was previously collateralized by Johns Creek Office and
Industrial Park and Technology Park, and secondarily for transaction costs.
On October 8, 1999, the Trust entered into a loan agreement in the
amount of $7,800. The loan, which is collateralized by the Trust's
Lexington Business Center property, bears interest at a variable rate equal
to LIBOR plus 2% and is payable monthly. The loan principal is pre-payable
without penalty and had an initial maturity date of May 31, 2000. The
Trust had two options to extend the term of the loan for one year each at
the same interest rate by paying a fee of $19.5 for each extension. The
Trust exercised its first option to extend the term of the loan until
May 31, 2001.
CONVERSION OF UNSECURED LOAN
During 1998, the Trust borrowed $7.4 million pursuant to its $20
million 1997 Convertible Term Loan Agreement for an unsecured convertible
term loan (the "Unsecured Loan"). The amounts outstanding on the Unsecured
Loan were convertible into Series A convertible preferred shares at a
conversion price of $100 per share or into common shares at a conversion
price of $5.15 per share. On January 20, 2000, the Trust repaid $1,243 of
the Unsecured Loan and the remaining balance of $6,157 was converted into
61,572 Series A convertible preferred shares.
<PAGE>
4. BUSINESS SEGMENTS
The Trust owns and operates real estate properties located principally
in the Midwest and Southeast United States. The Trust has three operating
segments corresponding to the three property types comprising its real
estate assets: flex/industrial, office and retail. As of June 30, 2000,
the flex/industrial segment was comprised of twelve complexes with long-
term leases to approximately 170 tenants; the office segment was comprised
of fourteen office sites with long-term leases to approximately 270
tenants; and the retail segment was comprised of one retail center with
long-term leases to approximately 50 tenants. As of June 30, 1999, the
flex/industrial segment was comprised of thirteen complexes, the office
segment was comprised of fourteen office sites and the retail segment was
comprised of one retail center. Prior to the sale of the Oklahoma
Apartment Portfolio in December 1999, a fourth segment - the residential
segment - was comprised of four apartment complexes with 864 units. The
Trust's long-term tenants are in a variety of businesses and no individual
tenant is significant to the Trust's business when considered as a whole.
Information by business segments is set forth below:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Revenue
Flex/Industrial. . . . . . $ 2,887 $ 2,852 $ 5,692 $ 5,588
Office . . . . . . . . . . 5,310 5,352 10,459 10,696
Residential. . . . . . . . -- 1,103 -- 2,158
Retail . . . . . . . . . . 1,147 1,152 2,271 2,423
Corporate/Other. . . . . . 116 24 388 46
-------- -------- -------- --------
$ 9,460 $ 10,483 $ 18,810 $ 20,911
======== ======== ======== ========
Income (Loss) Before
Extraordinary Item
Flex/Industrial. . . . . . $ 863 $ 640 $ 1,559 $ 1,168
Office . . . . . . . . . . 1,242 1,375 2,344 2,696
Residential. . . . . . . . -- 219 -- 421
Retail . . . . . . . . . . 140 137 270 387
Corporate/Other. . . . . . (1,050) (1,144) (1,794) (2,207)
-------- -------- -------- --------
$ 1,195 $ 1,227 $ 2,379 $ 2,465
======== ======== ======== ========
As of
As of Decem-
June 30, ber 31,
2000 1999
-------- --------
Total Assets
Flex/Industrial. . . . . . $ 68,640 $ 69,279
Office . . . . . . . . . . 107,790 105,756
Retail . . . . . . . . . . 17,900 18,125
Corporate/Other. . . . . . 3,679 13,487
-------- --------
$198,009 $206,647
======== ========
<PAGE>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Depreciation and
Amortization
Flex/Industrial. . . . . . $ 596 $ 549 $ 1,168 $ 1,093
Office . . . . . . . . . . 965 823 1,879 1,589
Residential. . . . . . . . -- 143 -- 284
Retail . . . . . . . . . . 141 135 285 268
-------- -------- -------- --------
$ 1,702 $ 1,650 $ 3,332 $ 3,234
======== ======== ======== ========
Interest Expense
Flex/Industrial. . . . . . $ 720 $ 889 $ 1,474 $ 1,774
Office . . . . . . . . . . 1,199 1,372 2,483 2,746
Residential. . . . . . . . -- 296 -- 594
Retail . . . . . . . . . . 329 332 658 665
-------- -------- -------- --------
$ 2,248 $ 2,889 $ 4,615 $ 5,779
======== ======== ======== ========
Additions to Investment
in Real Estate
Flex/Industrial. . . . . . $ 346 $ 520 $ 654 $ 926
Office . . . . . . . . . . 1,076 402 1,868 1,460
Residential. . . . . . . . -- 89 -- 167
Retail . . . . . . . . . . 30 34 31 39
-------- -------- -------- --------
$ 1,452 $ 1,045 $ 2,553 $ 2,592
======== ======== ======== ========
5. EMPLOYEE NOTES
On May 14, 1997, the Board of Trustees adopted and on July 8, 1997,
the shareholders of the Trust approved, the 1997 Omnibus Stock and
Incentive Plan (the "Plan") which allows the Trust to make stock-based
awards as part of its employee and trustee compensation program. Under the
Plan, the Trust is authorized to issue options to purchase up to one
million shares of beneficial interest in the form of incentive stock
options, non-statutory stock options, stock appreciation rights,
performance shares and units. On December 31, 1999, the outstanding
options issued under the Plan totaled 463,676. Due to the election of
three new trustees, on December 13, 1999, the members of the board as of
October 1, 1997 no longer constituted a majority of the members of the
board. By definition, this reconstitution of the board was a "Change of
Control" within the meaning of the Employee Stock Option Agreements. As a
result, all outstanding employee options became immediately exercisable in
accordance with the terms of the option agreements. In addition, the Board
of Trustees offered all of the Trust's current employees and advisors who
held options, the opportunity to exercise all the vested but unexercised
options with the proceeds of a loan from the Trust. Each loan is non-
recourse and bears interest at an annual rate of 6.5%. Each person was
required to pledge all shares purchased with the proceeds of the loan to
secure the payment of principal and interest on the loan. The loan program
was available until January 12, 2000. On that date, employees borrowed
approximately $3.2 million to purchase 575,337 shares. All loans will
mature on the earlier of January 11, 2005 or one month after the date that
an individual's employment is terminated. At that time, the employee will
be required to repay the loan and all accrued interest, or forfeit the
shares held as security for the loan.
<PAGE>
6. SUBSEQUENT EVENTS
DISTRIBUTIONS
On July 14, 2000, the Trust declared a cash distribution for the
quarter ended June 30, 2000 of $0.12 per share payable August 21, 2000 to
shareholders of record on July 21, 2000.
OTHER
During the first quarter of 2000, the Trust's Board of Trustees formed
a Financial Advisory Committee, comprised entirely of its independent
trustees, to evaluate strategic alternatives. On July 28, 2000, the
Financial Advisory Committee announced that as part of its review of the
strategic alternatives, it has initiated a marketing effort designed to
solicit bids for the Trust's properties in whole, bulk sales or
individually.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Certain statements in this quarterly report that are not historical in
fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are
based on our current expectations, estimates and projections. These
statements are not a guaranty of future performance. Without limiting the
foregoing, words such as "believes," "intends," "anticipates," "expects,"
and similar expressions are intended to identify forward-looking statements
which are subject to a number of risks and uncertainties, including, among
other things:
. general real estate investment risks;
. potential inability to raise capital by either equity or debt;
. potential inability to repay or refinance indebtedness at
maturity;
. increases in interest rates;
. adverse consequences of failure to qualify as a REIT; and
. possible environmental liabilities.
Actual results could differ materially from those projected in these
forward-looking statements. See "Managements's Discussion and Analysis of
Financial Condition and Results of Operations - Risk Factors" in the annual
report on Form 10-K for the year ended December 31, 1999 for a more
complete discussion.
We are a self-administered infinite life real estate investment trust
("REIT"), organized as a Massachusetts business trust, which owns and
operates primarily office and flex/industrial properties. We operate
principally through BSRT UPREIT Limited Partnership, referred to as the
Operating Partnership, and its subsidiaries. BSRT UPREIT Corp., a wholly-
owned subsidiary, is the General Partner of the Operating Partnership. As
of June 30, 2000, we were the sole limited partner of BSRT UPREIT Limited
Partnership.
RESULTS OF OPERATIONS
As of June 30, 2000, we owned individually, or, in some cases through
joint ventures, twenty-seven properties consisting of:
. fourteen office properties totaling 1.5 million rentable square
feet;
. twelve flex/industrial properties totaling 1.7 million rentable
square feet;
. one retail property which contains 321,600 rentable square
feet.
<PAGE>
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED
JUNE 30, 1999
During the six months ended June 30, 2000 and 1999 our income before
minority interest and extraordinary item remained the same at approximately
$2.7 million. Our total revenue decreased by approximately $2.1 million or
10.0 % to approximately $18.8 million from approximately $20.9 million, due
to a decrease in the number of properties that we own. This decrease in
total revenues was offset by a decrease in total expenses. On a "same-
store" basis (comparing the results of operations of the properties owned
during the entire six months ended June 30, 2000 with the results of the
same properties owned during the entire six months ended June 30, 1999),
total revenue increased by approximately $0.1 million due to an increase in
rental rates. During the final six months of 2000, leases for
approximately ten percent (10%) of our leasable square footage will expire.
Although vacancy may increase temporarily, at most of our properties this
lease "roll-over" is routine and the underlying space will be released at
market rental rates to either the existing or a new tenant. Our most
significant lease expiration will occur at 6901 Riverport Drive where a
tenant occupying approximately 145,000 square feet will vacate. We are in
the process of marketing this space but have not located a new tenant. Our
total revenues may be adversely affected if the space remains vacant for an
extended period of time.
Our total operating expenses, which include property operating,
repairs and maintenance, real estate taxes, and ground lease decreased by
approximately $1.0 million to approximately $5.9 million from approximately
$6.9 million in 1999. The "same-store" properties accounted for
approximately $0.1 million or 10% of this decrease. Interest expense
decreased by approximately $1.2 million to approximately $4.6 million from
approximately $5.8 million primarily due to a reduction in the amounts
borrowed as a result of the 1999 property dispositions and the conversion
of our unsecured loan to Series A convertible preferred shares in January
2000.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 TO THREE MONTHS ENDED
JUNE 30, 1999
During the three months ended June 30, 2000 and 1999 our income before
minority interest and extraordinary item totaled approximately $1.3 million
and approximately $1.4 million, respectively. The approximate $0.1 million
decrease resulted from a reduction in total revenue of approximately $1.1
million offset by a decrease in total expenses of approximately $1.0
million. In particular, our total revenue decreased by approximately $1.1
million or 10.5% to approximately $9.4 million from approximately $10.5
million, due to a decrease in the number of properties that we own. On a
"same-store" basis (comparing the results of operations of the properties
owned during the entire three months ended June 30, 2000 with the results
of the same properties owned during the entire three months ended June 30,
1999), total revenue increased by approximately $0.2 million or 2.2% due to
an increase in rental rates.
Our total operating expenses, which include property operating,
repairs and maintenance, real estate taxes, and ground lease decreased by
approximately $0.5 million to approximately $2.9 million from approximately
$3.4 million in 1999. The "same-store" properties accounted for
approximately $0.1 million or 20% of this decrease. Interest expense
decreased by approximately $0.7 million to approximately $2.2 million from
approximately $2.9 million primarily due to a reduction in the amounts
borrowed as a result of the 1999 property dispositions and the conversion
of our unsecured loan to Series A convertible preferred shares in January
2000.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
We expect to fund our short-term liquidity needs, including recurring
capital expenditures, from our working capital (including the restricted
cash which is available for capital expenditures, real estate taxes and
insurance), and from income derived primarily from our property operations.
We anticipate using these monies to fund periodic tenant-related capital
expenditures and other capital improvements. Assuming that our Board of
Trustees continues to authorize the payment of distributions consistent
with historical per share amounts, we believe that our Funds Available for
Distribution (as defined below) will be sufficient for the twelve months
after the date of this report to pay quarterly distributions.
We expect to fund our long-term liquidity needs, including funds
necessary for non-recurring capital improvements from long-term and short-
term secured debt. If we require additional liquidity to fund a portion of
the cost of improving properties in the future, we expect to borrow under
our credit facility which is secured by our Johns Creek Office and
Industrial Park and Technology Park or to mortgage our Avalon Ridge
Business Park which is our only unencumbered property.
At June 30, 2000, our assets totaled approximately $198.0 million, a
decrease of approximately $8.6 million from total assets at December 31,
1999 of approximately $206.6 million. Our liabilities totaled
approximately $125.3 million at June 30, 2000, a decrease of approximately
$13.8 million from a total of approximately $139.1 million at December 31,
1999. Our shareholders equity increased by approximately $5.1 million to
approximately $70.4 million at June 30, 2000 from approximately $65.3
million at December 31, 1999.
Cash and cash equivalents consist of cash and short-term investments.
Our cash and cash equivalents balance was approximately $4.5 million at
June 30, 2000 and approximately $13.1 million at December 31, 1999. The
decrease in total cash and cash equivalents resulted from using
approximately $2.0 million in investing activities and approximately $11.4
million in financing activities, while receiving approximately $4.8 million
from operating activities.
Cash Flows From Operating Activities: Net cash provided by operating
activities decreased by approximately $0.9 million for the six months ended
June 30, 2000 to approximately $4.8 million from approximately $5.7 million
in 1999. This decrease is primarily due to period-to-period changes in
certain assets and liabilities including restricted cash, other assets,
accounts payable and other assets and liabilities affecting operating
activities. Net income adjusted for depreciation and amortization and
minority interest remained the same at approximately $6.1 million for the
six months ended June 30, 2000 and 1999. See Results of Operations above
for further discussion of the operations of our real estate assets.
Due to certain unique operating characteristics of real estate
companies, the National Association of Real Estate Investment Trusts
("NAREIT"), an industry trade group, has promulgated a standard known as
"Funds from Operations", or "FFO" for short, which it believes more
accurately reflects the operating property performance of a REIT such as
our company. As defined by NAREIT, FFO means net income computed in
accordance with generally accepted accounting principles ("GAAP"), less
extraordinary items, excluding gains (or losses) from debt restructuring
and sales of property plus depreciation and amortization and after
adjustments for unconsolidated partnerships and joint ventures. We have
adopted the NAREIT definition for computing FFO because we believe that,
subject to the following limitations, FFO provides a basis for comparing
the performance and operations of a REIT such as our company. The
calculation of FFO may vary from entity to entity in that capitalization
and expense policies may vary from entity to entity. Items which are
capitalized do not decrease FFO whereas items that are expensed decrease
FFO. As such, our presentation of FFO may not be comparable to other
similarly titled measures presented by other REIT's. We do not intend for
<PAGE>
FFO to be an alternative to Net Income as an indication of our performance
nor an alternative to Cash Flows from Operating Activities (as calculated
in accordance with GAAP) as a measure of our capacity to pay distributions.
For the six months ended June 30, 2000 and 1999, our properties
generated FFO of approximately $5.3 million and $5.6 million, respectively.
FFO decreased on a year to year basis due primarily to a decrease in the
number of properties owned from period-to-period.
FFO for the six months ended June 30, 2000 and 1999 is calculated as
follows:
2000 1999
------- -------
(Dollars in thousands)
Net Income Available to Common Shares. . . . $ 2,061 $ 2,465
Plus:
Depreciation and Amortization Expense . . . 3,332 3,234
Less:
Minority Interest Share of
Depreciation and Amortization
Expense . . . . . . . . . . . . . . . . . (172) (148)
Extraordinary Item . . . . . . . . . . . . 42 --
-------- -------
Funds From Operations. . . . . . . . . . . . $ 5,263 $ 5,551
======== =======
Cash Flows Provided By (Used For):
Operating Activities . . . . . . . . . . . $ 4,808 $ 5,662
Investing Activities . . . . . . . . . . . $ (2,001) $(2,917)
Financing Activities . . . . . . . . . . . $(11,370) $(3,822)
Our ability to pay any distribution is influenced by the amount of
money that we have available to distribute known as Funds Available for
Distribution or "FAD" for short. FAD is calculated by increasing or
decreasing FFO to give effect to items such as the impact of straight-
lining rents, lease commissions paid and normalized reserves for capital
improvements. We reserve approximately $0.075 per square foot for
flex/industrial properties, $0.10 per square foot for office properties,
$0.15 per square foot for retail property and $200 per residential unit.
The ability to make future distributions to our shareholders is
dependent upon, among other things:
. the course determined by our Board of Trustees as a result of
their review of strategic alternatives;
. sustaining the operating performance of our existing real
estate investments through scheduled increases in base rents under existing
leases and through general improvement in the real estate markets where our
properties are located; and
. our level of operating expenses.
FAD for the six months ended June 30, 2000 and 1999 is calculated as
follows:
2000 1999
------- -------
(Dollars in thousands)
Funds From Operations. . . . . . . . . . . . $ 5,263 $ 5,551
Straight-line Rents. . . . . . . . . . . . . (49) (81)
Lease Commissions. . . . . . . . . . . . . . (716) (567)
Capital Reserve. . . . . . . . . . . . . . . (163) (256)
------- -------
Funds Available for Distribution . . . . . . $ 4,335 $ 4,647
======= =======
<PAGE>
Cash Flows From Investing Activities: During the six months ended
June 30, 2000, we used approximately $2.0 million in investing activities
compared to approximately $2.9 million in the same period in 1999. Cash
flow was primarily used to make capital improvements at our various
properties in the amount of approximately $2.6 million during both periods.
Cash Flows From Financing Activities: During the six months ended
June 30, 2000 financing activities used approximately $11.4 million
compared to approximately $3.8 million in the same period in 1999. During
the six months ended June 30, 2000, we used cash primarily to make net
payments on mortgage loans, and on an unsecured loan payable of
approximately $7.8 million and to pay distributions to shareholders of
approximately $3.7 million. The cash flows used by financing activities
for the six months ended June 30, 1999 resulted primarily from
distributions paid to shareholders of approximately $3.2 million and
principal payments on mortgage loans and bonds payable of approximately
$0.8 million.
FINANCINGS:
On May 1, 2000, we entered into a loan agreement with LaSalle Bank
National Association which provided for a loan in the amount of $12.1
million, which we can draw in four installments. The amount of $8.5
million was drawn on May 1, 2000. The loan which is collateralized by the
Trust's Johns Creek Office and Industrial Park and Technology Park
properties, bears interest at a variable rate equal to LIBOR plus 2.2% and
is payable monthly. The loan principal is pre-payable without penalty and
matures in one year. We utilized the proceeds from the first draw
primarily to repay the amounts outstanding on a line of credit which was
due on May 1, 2000 and which was previously collateralized by Johns Creek
Office and Industrial Park and Technology Park, and secondarily for
transaction costs.
OTHER INFORMATION
As of June 30, 2000, we owned interests, directly or indirectly
through our wholly owned subsidiaries, in the properties set forth in the
table below:
<PAGE>
<TABLE>
BANYAN STRATEGIC REALTY TRUST
Portfolio Summary
June 30, 2000
<CAPTION>
Scheduled Lease Expirations
Occu- -------------------------------
Date Square pancy After
Acquired Footage % 2000 2001 2002 2002
-------- ------- -------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
FLEX/INDUSTRIAL
---------------
Milwaukee Industrial Properties
Milwaukee, WI. . . . . . . . . 4/30/93 235,800 92% 9% 16% 32% 35%
Elmhurst Metro Court
Elmhurst, IL . . . . . . . . . 11/30/93 140,800 66% 3% 37% 12% 14%
Willowbrook Industrial Court
Willowbrook, IL. . . . . . . . 6/16/95 84,300 97% 17% 22% 31% 27%
Lexington Business Center
Lexington, KY. . . . . . . . . 12/05/95 308,800 69% 0% 9% 5% 55%
Newtown Business Center
Lexington, KY. . . . . . . . . 12/05/95 87,100 99% 4% 37% 16% 42%
6901 Riverport Drive
Louisville, KY . . . . . . . . 11/19/96 322,100 100% 45% 0% 0% 55%
Avalon Ridge Business Park
Norcross, GA . . . . . . . . . 4/24/98 57,400 100% 0% 0% 0% 100%
Tower Lane Business Park
Bensenville, IL. . . . . . . . 4/27/98 95,900 84% 15% 21% 30% 18%
Metric Plaza
Winter Park, FL. . . . . . . . 4/30/98 32,000 100% 0% 0% 69% 31%
Park Center
Orlando, FL. . . . . . . . . . 4/30/98 47,400 90% 9% 25% 31% 25%
<PAGE>
Scheduled Lease Expirations
Occu- -------------------------------
Date Square pancy After
Acquired Footage % 2000 2001 2002 2002
-------- ------- -------- ---- ---- ---- -----
University Corporate Center
Winter Park, FL. . . . . . . . 4/30/98 127,800 77% 7% 33% 23% 14%
Johns Creek Office and
Industrial Park
Duluth and Suwanee, GA . . . . 8/14/98 119,300 100% 0% 0% 50% 50%
---------- ----- ----- ----- ----- -----
Sub-total. . . . . . . . . . 1,658,700 87% 13% 15% 18% 41%
---------- ----- ----- ----- ----- -----
OFFICE
------
Colonial Penn Building
Tampa, FL. . . . . . . . . . . 3/22/94 79,200 72% 0% 0% 0% 72%
Commerce Center
Sarasota, FL . . . . . . . . . 3/22/94 81,100 100% 0% 11% 5% 84%
Woodcrest Office Park
Tallahassee, FL. . . . . . . . 12/19/95 264,900 93% 12% 17% 20% 44%
Midwest Office Center
Oakbrook Terrace, IL . . . . . 4/18/96 77,000 97% 18% 19% 32% 28%
Phoenix Business Park
Atlanta, GA. . . . . . . . . . 1/15/97 110,600 100% 0% 4% 18% 78%
Butterfield Office Plaza
Oak Brook, IL. . . . . . . . . 4/30/97 200,800 91% 10% 21% 39% 21%
Southlake Corporate Center
Morrow, GA . . . . . . . . . . 7/30/97 56,200 89% 3% 32% 38% 16%
University Square Business Center
Huntsville, AL . . . . . . . . 8/26/97 184,700 91% 17% 25% 24% 25%
Technology Center
Huntsville, AL . . . . . . . . 8/26/97 48,500 65% 0% 0% 0% 65%
Airways Plaza Office Center
Memphis, TN. . . . . . . . . . 12/10/97 87,800 17% 0% 4% 3% 10%
<PAGE>
Scheduled Lease Expirations
Occu- -------------------------------
Date Square pancy After
Acquired Footage % 2000 2001 2001
-------- ------- -------- ---- ---- ---- -----
Peachtree Pointe Office Park
Norcross, GA . . . . . . . . . 1/20/98 71,700 84% 24% 13% 9% 38%
Avalon Center Office Park
Norcross, GA . . . . . . . . . 3/20/98 53,300 87% 0% 0% 0% 87%
Sand Lake Tech Center
Orlando, FL. . . . . . . . . . 4/30/98 84,100 100% 0% 0% 3% 97%
Technology Park
Norcross, GA . . . . . . . . . 8/14/98 145,700 100% 13% 28% 4% 55%
---------- ----- ----- ----- ----- -----
Sub-total. . . . . . . . . 1,545,600 88% 9% 15% 17% 47%
---------- ----- ----- ----- ----- -----
RETAIL
------
Northlake Tower Shopping Center
Atlanta, GA. . . . . . . . . . 7/28/95 321,600 97% 1% 2% 7% 87%
---------- ----- ----- ----- ----- -----
Total. . . . . . . . . . . . . 3,525,900 88% 10% 14% 17% 47%
---------- ----- ----- ----- ----- -----
</TABLE>
<PAGE>
BANYAN STRATEGIC REALTY TRUST
Comparison of Average Rents
Average Average
"In Place" Market
Square Net Rents Net Rents
Property Type Footage (1) (2)
------------- --------- ---------- ---------
Flex/Industrial. . . . . . 1,658,700 $5.55 $5.59
Office . . . . . . . . . . 1,545,600 9.18 10.27
Retail . . . . . . . . . . 321,600 11.81 12.00
---------- ------ ------
Total. . . . . . . . . 3,525,900 $ 7.71 $ 8.23
========== ====== ======
--------------------
(1) Average "In Place" Net Rents represent net operating income per
square foot.
(2) Average Market Net Rents represent our good faith estimate of current
market rents, assuming standard tenant improvements.
SUBSEQUENT EVENT
During the first quarter of 2000, our board of trustees formed a
financial advisory committee comprised entirely of our independent trustees
to evaluate strategic alternatives and engaged CFC Advisory Services, an
affiliate of Cohen Financial, to serve as its advisor. In the process of
exploring and evaluating strategic alternatives designed to maximize
shareholder value, the committee and its advisor held preliminary
discussions with our president Leonard Levine in response to inquiries made
by Mr. Levine regarding a potential acquisition of our assets by an entity
controlled by Mr. Levine. These discussions were subsequently terminated
when the financial advisory committee concluded that, in its view, Mr.
Levine engaged in conduct which constitutes a breach of his duty of loyalty
and a breach of his employment contract. On July 28, 2000, the committee
announced that as part of its continuing review, it authorized Cohen
Financial, to initiate a marketing effort designed to solicit bids for our
properties in whole, bulk sales or individually. There is no assurance
that any transaction will materialize.
On August 14, 2000, we exercised our rights under the employment
agreement with Mr. Levine, by suspending him and placing him on leave from
his position as president. We also initiated an arbitration proceeding in
which we contend that certain actions taken by Mr. Levine constitute "just
cause" for terminating his employment agreement. We are also evaluating
whether to file a lawsuit against Mr. Levine. Pending a final ruling by an
arbitrator or a court, we will comply with the employment agreement
including the compensation provisions.
To replace Mr. Levine, our board of trustees has appointed one of our
trustees, Larry Schafran, to the position of interim chief executive
officer. Mr. Schafran is an experienced real estate investor and
executive. Mr. Schafran has had extensive experience with the sale and
liquidation of large scale real estate portfolios. Mr. Schafran was
largely responsible for the sale of Penn Central's real estate assets in
metropolitan New York while associated with The Palmieri Company, Inc. from
1974-1984. Mr. Schafran also serves on the board of directors of three
other public companies. The board has formed a committee to discuss and
negotiate a compensation package for Mr. Schafran.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We do not engage in any hedge transactions nor in the ownership of any
derivative financial instruments. To mitigate the impact of fluctuations
in interest rates, we generally have maintained over 70% of our debt as
fixed rate in nature by borrowing on a long-term basis.
As of June 30, 2000, we had approximately $118.7 million of
outstanding long-term debt, of which $20.8 million bears interest at
variable rates that are adjusted on a monthly basis. As of June 30, 2000,
the weighted-average interest rate on this variable rate debt was 8.14%.
If interest rates on this variable rate debt increased by one percentage
point (1%), interest expense would increase by $208,000 on an annual basis.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (see Exhibit Index included elsewhere herein).
(b) None
<PAGE>
SIGNATURES
PURSUANT to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on our behalf
and in the capacities and on the dates indicated.
BANYAN STRATEGIC REALTY TRUST
By: /s/ L.G. Schafran Date: August 14, 2000
L.G. Schafran,
Interim President
By: /s/ Joel L. Teglia Date: August 14, 2000
Joel L. Teglia, Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT
INDEX
-------
3.1 Third Amended and Restated Declaration of Trust dated as of
August 8, 1986, as amended on March 8, 1991, May 1, 1993, August 12, 1998
and December 13, 1999, including Certificate of designations, preferences
and rights of Series A convertible preferred shares. (1)
3.2 First Amendment of Third Amended and Restated Declaration of
Trust effective December 13, 1999. (2)
3.3 By-Laws dated March 13, 1996. (3)
3.4 BSRT UPREIT Limited Partnership Limited Partnership Agreement (4)
4.1 Convertible Term Loan Agreement dated as of October 10, 1997
among Banyan Strategic Realty Trust, as Borrower, and the Entities listed
therein, as Lenders. (5)
4.2 First Amendment to Convertible Term Loan Agreement dated as of
March 30, 1998 made by and among Banyan Strategic Realty Trust and the
Entities listed therein, as Lenders. (6)
4.3 Second Amendment to Convertible Term Loan Agreement dated as of
June 26, 1998 made by and among Banyan Strategic Realty Trust and the
Entities listed therein, as Lenders. (7)
4.4 Revolving Credit Agreement dated April 30, 1998 among Banyan
Strategic Realty Trust, as Borrower and the Capital Company of America, as
Lender. (8)
4.5 Loan Agreement dated May 22, 1998 among BSRT Fountain Square
L.L.C., BSRT Phoenix Business Park L.L.C., BSRT Newtown Trust, BSRT
Southlake L.L.C., BSRT Technology Center L.L.C., BSRT Airways Plaza L.L.C.,
BSRT Peachtree Pointe L.L.C., BSRT Avalon Center L.L.C., BSRT Sand Lake
Tech Center L.L.C., BSRT Park Center L.L.C., BSRT Metric Plaza L.L.C., and
BSRT University Corporate Center L.L.C., as Borrower, and the Capital
Company of America, as Lender. (7)
4.6 First Amendment to Loan Agreement dated September 11, 1998 among
BSRT Fountain Square L.L.C., BSRT Phoenix Business Park L.L.C., BSRT Newton
Trust, BSRT Southlake L.L.C., BSRT Technology Center L.L.C., BSRT Airways
Plaza L.L.C., BSRT Peachtree Pointe L.L.C., BSRT Avalon Center L.L.C., BSRT
Sand Lake Tech Center L.L.C., BSRT Park Center L.L.C., BSRT Metric Plaza
L.L.C., and BSRT University Corporate Center L.L.C., as Borrower, and the
Capital Company of America LLC, as Lender. (9)
4.7 Loan Agreement dated June 22, 1998 between Banyan/Morgan
Wisconsin L.L.C., and Banyan/Morgan Elmhurst L.L.C., as Borrower and the
Capital Company of America, as Lender. (7)
4.8 First Amendment to Loan Agreement dated September 11, 1998
between Banyan/Morgan Wisconsin L.L.C., and Banyan/Morgan Elmhurst L.L.C.,
as Borrower and the Capital Company of America LLC, as Lender. (9)
10.1 Employment Agreement of Leonard G. Levine as of December 14,
1999. (1)
10.2 Employment Agreement of Leonard G. Levine as of October 1, 1997.
(10)
10.3 Employment Agreement of Joel L. Teglia dated December 31, 1998.
(4)
<PAGE>
EXHIBIT
INDEX
-------
10.4 Employment Agreement of Neil Hansen dated December 31, 1998. (4)
10.5 Employment Agreement of Jay Schmidt dated December 31, 1998. (4)
10.6 1997 Omnibus Stock and Incentive Plan dated July 9, 1997. (11)
10.7 Share Purchase Agreement by and among Banyan Strategic Realty
Trust and the Purchasers listed on the signature page attached thereto
dated as of October 10, 1997. (5)
10.8 Registration Rights Agreement dated as of October 10, 1997
between Banyan Strategic Realty Trust and the Purchasers listed on the
Signature Pages attached thereto. (5)
10.9 Registration Rights Agreement dated as of October 1, 1997 between
Banyan Strategic Realty Trust and Leonard G. Levine. (4)
10.10 Consulting Agreement dated as of February 18, 2000 between CFC
Advisory Services Limited Partnership and Banyan Strategic Realty Trust.
(*)
10.11 Modification to Consulting Agreement dated as of May 31, 2000
between CFC Advisory Services Limited Partnership and Banyan Strategic
Realty Trust. (*)
21 Subsidiaries of Banyan Strategic Realty Trust (1)
27 Financial Data Schedule (*)
99.17 Press Release dated July 14, 2000 (*)
99.18 Press Release dated July 28, 2000 (*)
99.19 Press Release dated August 14, 2000 (*)
--------------------
(*) Filed herewith.
(1) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 1999.
(2) Incorporated by reference from the Trust's Form 10-Q
dated March 31, 2000.
(3) Incorporated by reference from the Trust's Registration
Statement on Form S-11 (file number 33-4169).
(4) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 1998.
(5) Incorporated by reference from the Trust's Form 8-K dated
October 14, 1997.
(6) Incorporated by reference from the Trust's Form 10-K/A
for the year ended December 31, 1997.
(7) Incorporated by reference from the Trust's Form 8-K dated
May 22, 1998.
<PAGE>
(8) Incorporated by reference from the Trust's Form 10-Q
dated March 31, 1998.
(9) Incorporated by reference from the Trust's Form 8-K/A-1
dated August 14, 1998.
(10) Incorporated by reference from the Trust's Form 10-K
dated December 31, 1997.
(11) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended June 30, 1997.
