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, 2001.
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.)
2625 Butterfield Road, Suite 101 N
Oak Brook, Illinois 60523
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (630) 218-7250
150 South Wacker Drive, Chicago, IL 60606
(312) 553-9800
---------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
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 8, 2001: 15,496,806
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Net Assets in Liquidation
(Liquidation Basis)
June 30, 2001
(Unaudited)
(Dollars in thousands)
ASSETS
- ------
Investment in Real Estate Held for Sale, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . $ 1,387
Building . . . . . . . . . . . . . . . . . . . . . . 5,950
Building Improvements. . . . . . . . . . . . . . . . 1,658
----------
8,995
Less: Accumulated Depreciation . . . . . . . . . . . (1,278)
----------
7,717
----------
Investment in Real Estate, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . 1,750
Building . . . . . . . . . . . . . . . . . . . . . . 24,774
Building Improvements. . . . . . . . . . . . . . . . 1,189
----------
27,713
Less: Accumulated Depreciation. . . . . . . . . . . (3,872)
----------
23,841
----------
Cash and Cash Equivalents. . . . . . . . . . . . . . . 13,177
Restricted Cash - Capital Improvements . . . . . . . . 149
Restricted Cash - Other. . . . . . . . . . . . . . . . 1,912
Interest and Accounts Receivable . . . . . . . . . . . 377
Employees' Notes . . . . . . . . . . . . . . . . . . . 518
Notes Receivable . . . . . . . . . . . . . . . . . . . 2,264
Other Assets . . . . . . . . . . . . . . . . . . . . . 121
----------
Total Assets . . . . . . . . . . . . . . . . . . . . . $ 50,076
==========
LIABILITIES
- -----------
Mortgage Loans Payable . . . . . . . . . . . . . . . . $ 21,697
Bonds Payable. . . . . . . . . . . . . . . . . . . . . 4,200
Accounts Payable and Accrued Expenses. . . . . . . . . 3,309
Accrued Real Estate Taxes. . . . . . . . . . . . . . . 259
Accrued Interest Payable . . . . . . . . . . . . . . . 154
Unearned Revenue . . . . . . . . . . . . . . . . . . . 47
Security Deposits. . . . . . . . . . . . . . . . . . . 94
----------
Total Liabilities. . . . . . . . . . . . . . . . . . . 29,760
Minority Interest. . . . . . . . . . . . . . . . . . . 2,213
----------
Net Assets in Liquidation. . . . . . . . . . . . . . . $ 18,103
==========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Changes in Net Assets in Liquidation
(Liquidation Basis)
For the Six Months Ended June 30, 2001
(Unaudited)
(Dollars in thousands)
Shareholders' Equity at December 31, 2000
(Going concern basis). . . . . . . . . . . . . . . . . . $ 67,350
Adjustments to Liquidation Basis:
Liquidation and Termination Costs. . . . . . . . . . . . (810)
Elimination of Intangible Assets . . . . . . . . . . . . (5,470)
Reclassification of Employees' Notes . . . . . . . . . . 3,144
--------
Net Assets in Liquidation at December 31, 2000 . . . . . . 64,214
Net Gains on Disposition of Investment in
Real Estate Held for Sale (Net of Minority
Interest of $6,445). . . . . . . . . . . . . . . . . . . 25,771
Interest Income on Employees' Notes. . . . . . . . . . . . 125
Interest Income on Cash and Cash Equivalents . . . . . . . 467
Operating Income . . . . . . . . . . . . . . . . . . . . . 3,469
Recovery of Losses on Loans, Notes and
Interest Receivable. . . . . . . . . . . . . . . . . . . 870
Depreciation . . . . . . . . . . . . . . . . . . . . . . . (2,597)
Minority Interest in Consolidated Partnerships . . . . . . (52)
Issuance of Shares . . . . . . . . . . . . . . . . . . . . 55
Distributions Paid to Shareholders . . . . . . . . . . . . (74,219)
--------
Net Assets in Liquidation at June 30, 2001 . . . . . . . . $ 18,103
========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Changes in Net Assets in Liquidation
(Liquidation Basis)
For the Three Months Ended June 30, 2001
(Unaudited)
(Dollars in thousands)
Net Assets in Liquidation at March 31, 2001. . . . . . . . $ 65,365
Net Gains on Disposition of Investment in Real Estate
Held for Sale (Net of Minority Interest of $6,445) . . . 25,771
Interest Income on Employees' Notes. . . . . . . . . . . . 107
Interest Income on Cash and Cash Equivalents . . . . . . . 418
Operating Income . . . . . . . . . . . . . . . . . . . . . 960
Depreciation . . . . . . . . . . . . . . . . . . . . . . . (981)
Minority Interest in Consolidated Partnerships . . . . . . 101
Issuance of Shares . . . . . . . . . . . . . . . . . . . . 1
Distributions Paid to Shareholders . . . . . . . . . . . . (73,639)
--------
Net Assets in Liquidation at June 30, 2001 . . . . . . . . $ 18,103
========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Balance Sheet
December 31, 2000
(Unaudited)
(Dollars in Thousands)
ASSETS
- ------
Investment in Real Estate Held for Sale, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36,445
Building . . . . . . . . . . . . . . . . . . . . . . . . 148,608
Building Improvements. . . . . . . . . . . . . . . . . . 20,633
--------
205,686
Less: Accumulated Depreciation . . . . . . . . . . . . . (21,511)
--------
184,175
--------
Cash and Cash Equivalents. . . . . . . . . . . . . . . . . 2,393
Restricted Cash - Capital Improvements . . . . . . . . . . 1,200
Restricted Cash - Other. . . . . . . . . . . . . . . . . . 1,178
Interest and Accounts Receivable . . . . . . . . . . . . . 1,344
Deferred Financing Costs (Net of Accumulated
Amortization of $1,620). . . . . . . . . . . . . . . . . 1,219
Deferred Leasing Commissions (Net of Accumulated
Amortization of $2,165). . . . . . . . . . . . . . . . . 2,612
Other Assets . . . . . . . . . . . . . . . . . . . . . . . 1,936
--------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . $196,057
========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities
Mortgage Loans Payable . . . . . . . . . . . . . . . . . . $115,452
Bonds Payable. . . . . . . . . . . . . . . . . . . . . . . 4,200
Accounts Payable and Accrued Expenses. . . . . . . . . . . 3,147
Accrued Real Estate Taxes Payable. . . . . . . . . . . . . 898
Accrued Interest Payable . . . . . . . . . . . . . . . . . 676
Unearned Revenue . . . . . . . . . . . . . . . . . . . . . 578
Security Deposits. . . . . . . . . . . . . . . . . . . . . 1,439
--------
Total Liabilities. . . . . . . . . . . . . . . . . . . . . 126,390
--------
Minority Interest in Consolidated Partnerships . . . . . . 2,317
Shareholders' Equity
Series A Non-Voting 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; 15,805,289 Shares Issued. . . . 124,559
Accumulated Deficit. . . . . . . . . . . . . . . . . . . . (52,856)
Employees' Notes . . . . . . . . . . . . . . . . . . . . . (3,144)
Treasury Shares at Cost, 1,522,649 Shares. . . . . . . . . (7,366)
--------
Total Shareholders' Equity . . . . . . . . . . . . . . . . 67,350
--------
Total Liabilities and Shareholders' Equity . . . . . . . . $196,057
========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Operations
For the Six Months Ended June 30, 2000
(Unaudited)
(Dollars in thousands, except per share data)
REVENUE
Rental Income. . . . . . . . . . . . . . . . . . . . . . $ 16,279
Operating Cost Reimbursement . . . . . . . . . . . . . . 1,949
Miscellaneous Tenant Income. . . . . . . . . . . . . . . 164
Income on Investments and Other Income . . . . . . . . . 418
--------
Total Revenue. . . . . . . . . . . . . . . . . . . . . . . 18,810
--------
EXPENSES
Property Operating . . . . . . . . . . . . . . . . . . . 2,189
Repairs and Maintenance. . . . . . . . . . . . . . . . . 1,834
Real Estate Taxes. . . . . . . . . . . . . . . . . . . . 1,423
Interest . . . . . . . . . . . . . . . . . . . . . . . . 4,615
Ground Lease . . . . . . . . . . . . . . . . . . . . . . 462
Depreciation and Amortization. . . . . . . . . . . . . . 3,332
General and Administrative . . . . . . . . . . . . . . . 2,144
Amortization of Deferred Financing Costs . . . . . . . . 159
--------
Total Expenses . . . . . . . . . . . . . . . . . . . . . . 16,158
Income Before Minority Interest and Extraordinary Item . . 2,652
Minority Interest in Consolidated Partnerships . . . . . . (273)
--------
Income Before Extraordinary Item . . . . . . . . . . . . . 2,379
Extraordinary Item . . . . . . . . . . . . . . . . . . . . (42)
--------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . 2,337
Less Income Allocated to Preferred Shares. . . . . . . . . (276)
--------
Net Income Available to Common Shares. . . . . . . . . . . $ 2,061
========
Basic and Diluted Earnings Available to Common Shares
per weighted-average Common Share:
Income Before Extraordinary Item . . . . . . . . . . . . $ 0.14
========
Net Income . . . . . . . . . . . . . . . . . . . . . . . $ 0.14
========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Operations
For the Three Months Ended June 30, 2000
(Unaudited)
(Dollars in thousands, except per share data)
REVENUE
Rental Income. . . . . . . . . . . . . . . . . . . . . . $ 8,144
Operating Cost Reimbursement . . . . . . . . . . . . . . 1,080
Miscellaneous Tenant Income. . . . . . . . . . . . . . . 93
Income on Investments and Other Income . . . . . . . . . 143
--------
Total Revenue. . . . . . . . . . . . . . . . . . . . . . . 9,460
--------
EXPENSES
Property Operating . . . . . . . . . . . . . . . . . . . 1,079
Repairs and Maintenance. . . . . . . . . . . . . . . . . 940
Real Estate Taxes. . . . . . . . . . . . . . . . . . . . 689
Interest . . . . . . . . . . . . . . . . . . . . . . . . 2,248
Ground Lease . . . . . . . . . . . . . . . . . . . . . . 233
Depreciation and Amortization. . . . . . . . . . . . . . 1,702
General and Administrative . . . . . . . . . . . . . . . 1,132
Amortization of Deferred Financing Costs . . . . . . . . 95
--------
Total Expenses . . . . . . . . . . . . . . . . . . . . . . 8,118
Income Before Minority Interest. . . . . . . . . . . . . . 1,342
Minority Interest in Consolidated Partnerships . . . . . . (147)
--------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . 1,195
Less Income Allocated to Preferred Shares. . . . . . . . . (153)
--------
Net Income Available to Common Shares. . . . . . . . . . . $ 1,042
========
Basic and Diluted Earnings Available to Common Shares
per weighted-average Common Share:
Net Income . . . . . . . . . . . . . . . . . . . . . . . $ 0.07
========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2000
(Unaudited)
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,337
Adjustments to Reconcile Net Income to Net Cash
Provided By Operating Activities:
Extraordinary Item . . . . . . . . . . . . . . . . . . . . 42
Depreciation and Amortization. . . . . . . . . . . . . . . 3,491
Minority Interest in Consolidated Partnerships . . . . . . 273
Net Change In:
Restricted Cash - Other. . . . . . . . . . . . . . . . . (556)
Interest and Accounts Receivable . . . . . . . . . . . . (176)
Other Assets . . . . . . . . . . . . . . . . . . . . . . (740)
Accounts Payable and Accrued Expenses. . . . . . . . . . (784)
Accrued Interest Payable . . . . . . . . . . . . . . . . 42
Accrued Real Estate Taxes Payable. . . . . . . . . . . . 913
Unearned Revenue . . . . . . . . . . . . . . . . . . . . (173)
Security Deposits. . . . . . . . . . . . . . . . . . . . 139
--------
Net Cash Provided By Operating Activities. . . . . . . . . . 4,808
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate . . . . . . . . . (2,553)
Restricted Cash - Capital Improvements . . . . . . . . . 552
--------
Net Cash Used In Investing Activities . . . . . . . . . . . (2,001)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans Payable. . . . . . . . . . . . . . . . 8,500
Distributions to Minority Partners . . . . . . . . . . . . (154)
Deferred Financing Costs . . . . . . . . . . . . . . . . . (159)
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)
Distributions Paid to Shareholders . . . . . . . . . . . . (3,394)
Payment of Preferred Distributions . . . . . . . . . . . . (276)
Prepayment Penalties on Early Extinguishment of Debt . . . (6)
Shares Issued, Net of Issuance Costs . . . . . . . . . . . 397
--------
Net Cash Used In Financing Activities. . . . . . . . . . . . (11,370)
--------
Net Decrease In Cash and Cash Equivalents. . . . . . . . . . (8,563)
Cash and Cash Equivalents at Beginning of Period . . . . . . 13,097
--------
Cash and Cash Equivalents at End of Period . . . . . . . . . $ 4,534
========
Supplemental Information:
Interest Paid During the Period. . . . . . . . . . . . . $ 4,573
========
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.
BANYAN STRATEGIC REALTY TRUST
Notes to Consolidated Financial Statements
June 30, 2001
(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, 2000 which are included in the Trust's 2000
Form 10-K, as certain footnote disclosures which would substantially
duplicate those contained in such audited statements have been omitted from
this report.
In anticipation of the sale of the Trust's real estate assets (see
Note 2), the Trustees, on January 5, 2001, adopted a Plan of Termination
and Liquidation under which the Trust will be dissolved, the obligations of
the Trust will be paid, appropriate reserves will be taken and the net
proceeds will be distributed to the shareholders. Effective as of
January 5, 2001, the Trust adopted the liquidation basis of accounting.
Certain reclassifications have been made to the previously reported
2000 consolidated financial statements in order to provide comparability
with the 2001 consolidated financial statements. These reclassifications
have not changed the 2000 results.
2. LIQUIDATION OF THE TRUST
On May 17, 2001, the Trust sold 24 of its 27 properties (representing
approximately 85% of the portfolio) to affiliates of Denholtz Management
Corporation ("Denholtz") for a total sales price of $185,250, of which
$3,000 was in the form of promissory notes and the remainder was in cash,
pursuant to a Purchase and Sale Agreement dated January 8, 2001 as amended
on March 30, 2001, April 9, 2001 and May 11, 2001. The notes bear interest
at 12 percent per annum, require monthly payment of interest only and
mature on June 30, 2002. As of June 30, 2001, Denholtz repaid $736. In
addition, Denholtz paid the cost of all prepayment penalties and assumption
fees related to the Trust's mortgage debt secured by the properties that
were sold. The Trust realized a gain on disposition of investment in real
estate (net of minority interest of $6,445) of $25,771.
The following table shows cash flows for the six months ended June 30,
2001.
Gross sales proceeds $ 185,250
Repayment of mortgage loans payable (93,061)
Closing prorations and closing costs (4,850)
Purchase money notes (3,000)
----------
Net proceeds from sale 84,339
Release of restricted cash upon repayment
of debt 2,345
Escrow for post closing adjustments (1,500)
Initial distribution to minority interests (6,311)
Initial liquidating distribution to
shareholders at $4.75 per share (73,609)
Receipt of principal and interest
on employees' notes 2,733
Receipt of principal on notes receivables 736
----------
Net cash available from sale of
properties and related transactions 8,733
Increase in operating cash 2,051
----------
Net change in cash and
cash equivalents 10,784
Cash and cash equivalents as of
January 1, 2001 2,393
----------
Cash and cash equivalents as of
June 30, 2001 $ 13,177
==========
Of the three remaining properties, University Square in Huntsville,
Alabama, remains subject to the Purchase and Sale Agreement with Denholtz
and is classified as investment in real estate held for sale in the
Consolidated Statement of Net Assets in Liquidation. The closing for this
property is scheduled for December 19, 2001. The Trust is permitted to
sell to third parties the other two properties, its Riverport property in
Louisville, Kentucky and its Northlake Festival Shopping Center in Atlanta,
Georgia. In the alternative, the Trust may elect to "put" these properties
to Denholtz at agreed upon prices any time prior to January of 2002. As of
June 30, 2001, Denholtz has deposited the sum of $1 million in escrow to
secure its performance under the deferred closings.
3. 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:
Numerator:
Income Available to Common Shares Before
Extraordinary Item . . . . . . . . . . . . . . . . . . $ 2,103
Extraordinary Item . . . . . . . . . . . . . . . . . . . (42)
----------
Net Income Available to Common Shares . . . . . . . $ 2,061
==========
Denominator:
Denominator for basic earnings per weighted-average
shares . . . . . . . . . . . . . . . . . . . . . . . . 14,127,443
Effect of dilutive securities - Employee stock
options. . . . . . . . . . . . . . . . . . . . . . . . 8,042
----------
Dilutive potential common shares . . . . . . . . . . . . 8,042
Denominator for diluted earnings per share-adjusted
weighted-average shares and assumed conversions. . . 14,135,485
==========
Basic and Diluted Earnings Available to Common Shares
Per Weighted-average Common Share:
Income Before Extraordinary Item . . . . . . . . . . . . $ 0.14
Extraordinary Item . . . . . . . . . . . . . . . . . . . --
----------
Net Income . . . . . . . . . . . . . . . . . . . . . $ 0.14
==========
The following table sets forth the computation of basic and diluted
earnings per share for the three months ended June 30, 2000:
Numerator:
Net Income Available to Common Shares . . . . . . . . . $ 1,042
==========
Denominator:
Denominator for basic earnings per weighted-average
shares . . . . . . . . . . . . . . . . . . . . . . . . 14,181,101
Effect of dilutive securities - Employee stock
options. . . . . . . . . . . . . . . . . . . . . . . . 10,636
----------
Dilutive potential common shares . . . . . . . . . . . . 10,636
Denominator for diluted earnings per share-adjusted
weighted-average shares and assumed conversions. . . 14,191,737
==========
Basic and Diluted Earnings Available to Common Shares
Per Weighted-average Common Share:
Net Income . . . . . . . . . . . . . . . . . . . . . . $ 0.07
==========
4. BUSINESS SEGMENTS
As of June 30, 2000, the Trust owned and operated real estate
properties located principally in the Midwest and Southeast United States.
At that time, the Trust had 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, 2000, the Trust's long-term tenants were in a
variety of businesses and no individual tenant was significant to the
Trust's business when considered as a whole.
Information by business segments is set forth below:
Three Months Six Months
Ended Ended
June 30, June 30,
2000 2000
---------- ----------
Revenue
Flex/Industrial. . . . . . . . . . . . . . . $ 2,887 5,692
Office . . . . . . . . . . . . . . . . . . . 5,310 10,459
Retail . . . . . . . . . . . . . . . . . . . 1,147 2,271
Corporate/Other. . . . . . . . . . . . . . . 116 388
-------- --------
$ 9,460 18,810
======== ========
Income (Loss) Before Extraordinary Item
Flex/Industrial. . . . . . . . . . . . . . . $ 863 1,559
Office . . . . . . . . . . . . . . . . . . . 1,242 2,344
Retail . . . . . . . . . . . . . . . . . . . 140 270
Corporate/Other. . . . . . . . . . . . . . . (1,050) (1,794)
-------- --------
$ 1,195 2,379
======== ========
As of
June 30,
2000
--------
Total Assets
Flex/Industrial. . . . . . . . . . . . . . . $ 68,640
Office . . . . . . . . . . . . . . . . . . . 107,790
Retail . . . . . . . . . . . . . . . . . . . 17,900
Corporate/Other. . . . . . . . . . . . . . . 3,679
--------
$198,009
========
Three Months Six Months
Ended Ended
June 30, June 30,
2000 2000
---------- ----------
Depreciation and Amortization
Flex/Industrial. . . . . . . . . . . . . . . $ 596 1,168
Office . . . . . . . . . . . . . . . . . . . 965 1,879
Retail . . . . . . . . . . . . . . . . . . . 141 285
-------- --------
$ 1,702 3,332
======== ========
Interest Expense
Flex/Industrial. . . . . . . . . . . . . . . $ 720 1,474
Office . . . . . . . . . . . . . . . . . . . 1,199 2,483
Retail . . . . . . . . . . . . . . . . . . . 329 658
-------- --------
$ 2,248 4,615
======== ========
Additions to Investment in Real Estate
Flex/Industrial. . . . . . . . . . . . . . . $ 346 654
Office . . . . . . . . . . . . . . . . . . . 1,076 1,868
Retail . . . . . . . . . . . . . . . . . . . 30 31
-------- --------
$ 1,452 2,553
======== ========
5. CONVERSION OF SERIES A CONVERTIBLE PREFERRED SHARES
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"). 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. The Series A
convertible preferred shares paid quarterly preferred dividends at a rate
of 10% per annum and were convertible into common shares at a conversion
price of $5.15 per share. On April 17, 2001, 61,572 Series A convertible
preferred shares were converted into 1,195,574 common shares.
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;
. resolution of existing litigation;
. inability to collect interest and principal on notes
receivable;
. failure of Denholtz to purchase our remaining properties at
the contractual prices;
. potential inadequacy of our cash reserves;
. increases in interest rates;
. adverse consequences of failure to qualify as a REIT;
. possible environmental liabilities; and
. failure or inability to comply with or effectuate the Plan
of Termination and Liquidation.
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, 2000 for a more
complete discussion.
We are a self-administered infinite life real estate investment trust
("REIT"), organized as a Massachusetts business trust. On January 5, 2001,
we adopted a Plan of Termination and Liquidation (the "Plan")under which
our Trust will be dissolved, the obligations of the Trust will be paid,
appropriate reserves will be taken and the net proceeds will be distributed
to our shareholders.
On May 17, 2001, we sold 24 of our 27 properties (representing 85% of
our portfolio) to affiliates of Denholtz Management Corporation
("Denholtz") for a total sales price of $185.25 million, of which $3
million was in the form of promissory notes and the remainder was in cash,
pursuant to a Purchase and Sale Agreement dated January 8, 2001 as amended
on March 30, 2001, April 9, 2001 and May 11, 2001. The notes bear interest
at 12 percent per annum, require monthly payment of interest only and
mature on June 30, 2002. As of June 30, 2001, Denholtz repaid
approximately $0.7 million. In addition, Denholtz paid the cost of all
prepayment penalties and assumption fees related to the Trust's mortgage
debt. The Trust realized net gains on disposition of investment in real
estate (net of minority interest of approximately $6.4 million) of
approximately $25.8 million.
The following table shows our cash flows for the six months ended
June 30, 2001:
(Dollars in
Thousands)
----------
Gross sales proceeds $ 185,250
Repayment of mortgage loans payable (93,061)
Closing prorations and closing costs (4,850)
Purchase money notes (3,000)
----------
Net proceeds from sale 84,339
(Dollars in
Thousands)
----------
Release of restricted cash upon repayment
of debt 2,345
Escrow for post closing adjustments (1,500)
Initial distribution to minority interest (6,311)
Initial liquidating distribution to
shareholders at $4.75 per share (73,609)
Receipt of principal and interest on
employees' notes 2,733
Receipt of principal on notes receivable 736
----------
Net cash available from sale
of properties and related
transactions 8,733
Increase in operating cash 2,051
----------
Net change in cash and
cash equivalents 10,784
Cash and cash equivalents as of
January 1, 2001 2,393
----------
Cash and cash equivalents as of
June 30, 2001 $ 13,177
==========
Of the three remaining properties, University Square in Huntsville,
Alabama, remains subject to the Purchase and Sale Agreement with Denholtz.
The closing for this property is scheduled for December 19, 2001. We are
permitted to sell to third parties the other two properties, our Riverport
property in Louisville, Kentucky and our Northlake Festival Shopping Center
in Atlanta, Georgia. In the alternative, we may elect to "put" these
properties to Denholtz at agreed upon prices any time prior to January of
2002 (see property section below for additional information). Following
the first closing, the sum of $1 million remains in escrow to secure
Denholtz's performance under the deferred closings. If all three
properties are purchased by Denholtz pursuant to the amended purchase and
sale agreement, we expect to realize estimated net proceeds of
approximately $11.5 million, an additional $38.7 million in gross sales
proceeds reduced by approximately $25.9 million of debt and an estimated
$1.3 million of minority interest.
RESULTS OF OPERATIONS
As a result of the adoption of the Plan, we began reporting on the
liquidation basis of accounting effective for the quarter ending March 31,
2001. Therefore, operations for the six and three months ending June 30,
2001 are reported on the Consolidated Statement of Changes in Net Assets in
Liquidation while the operations for the six and three months ending
June 30, 2000 are reported on a going concern basis on the Consolidated
Statement of Operations. The Statement of Changes in Net Assets in
Liquidation differs from the Statement of Operations in that we no longer
amortize deferred financing fees and leasing commissions and we no longer
record straight line rental income. We do, however, deduct leasing
commissions in the computation of Operating Income. As a result of these
differences, the results of the six months and three months ending June 30,
2001 are not comparable to the results for the six months and three months
ending June 30, 2000.
Prior to reporting the operating activity for the six months ending
June 30, 2001, we adjusted our Shareholders' Equity as of December 31, 2000
as reported on a going concern basis to the liquidation basis of
accounting. As a result, we recorded an adjustment of approximately $3.1
million related to the write off of certain intangible assets, specifically
leasing commissions, deferred financing fees and straight line rents
receivable, that were included in our total assets as of December 31, 2000.
In addition, we recorded a charge of approximately $0.8 million for costs
related to the liquidation and termination of the company and reclassed
approximately $3.1 million of employees' notes from shareholders' equity to
assets.
For the six months ending June 30, 2001, our Net Assets in Liquidation
decreased by approximately $46.1 million from approximately $64.2 million
at December 31, 2000 to approximately $18.1 million at June 30, 2001. This
decrease was primarily due to total distributions paid to shareholders of
approximately $74.2 million including our initial liquidating distribution
to shareholders of $4.75 per share or approximately $73.6 million.
Offsetting this decrease were gains on disposition of investment in real
estate (net of minority interest of approximately $6.4 million) of $25.8
million, operating income in the amount of approximately $3.5 million,
recovery of losses on loans, notes and interest receivable of approximately
$0.9 million and interest income on cash and cash equivalents of
approximately $0.5 million, reduced by depreciation expense of
approximately $2.6 million. The recovery of losses on loans, notes and
interest receivable of approximately $0.9 million represents cash received
in respect of our interest in a liquidating trust established for the
benefit of the unsecured creditors of VMS Realty Partners and its
affiliates. Our interest in this liquidating trust had previously been
accorded no value in our financial statements.
For the six months ending June 30, 2000, we reported Net Income
Available to Common shares of approximately $2.1 million. Because of the
differences between the liquidation basis of accounting and the going
concern basis of accounting described above, this amount is not comparable
to the changes in net assets in liquidation as reported for the six months
ending June 30, 2001.
For the three months ending June 30, 2001, our Net Assets in
Liquidation decreased by approximately $47.3 million from approximately
$65.4 million at March 31, 2001 to approximately $18.1 million at June 30,
2001. This decrease was primarily due to our initial liquidating
distribution to shareholders of $4.75 per share or approximately $73.6
million. Offsetting this decrease were the gain on disposition of
investment in real estate (net of minority interest of $6.4 million) of
approximately $25.8 million, $0.4 million of interest income on cash and
cash equivalents, and operating income in the amount of approximately $1
million reduced by depreciation expense of approximately $1 million.
For the three months ending June 30, 2000, we reported Net Income
Available to Common Shares of approximately $1.0 million. Because of the
differences between the liquidation basis of accounting and the going
concern basis of accounting described above, this amount is not comparable
to the changes in net assets in liquidation as reported for the three
months ending June 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, our total assets (liquidation basis) were
approximately $50.1 million, a decrease of approximately $146 million from
total assets at December 31, 2000 (going concern basis) of approximately
$196.1 million. Our liabilities totaled approximately $29.8 million at
June 30, 2001, a decrease of approximately $96.6 million from approximately
$126.4 million at December 31, 2000. At June 30, 2001 our net assets in
liquidation (liquidation basis) were approximately $18.1 million compared
to shareholders equity (going concern basis) of approximately $67.4 million
at December 31, 2000, a decrease of approximately $49.3 million. The
significant decreases in total assets and net assets in liquidation are
primarily due to the sale of 24 of our 27 properties on May 17, 2001,
distributions to shareholders in the amount of approximately $74.2 million,
the distribution to minority interest of approximately $6.3 million and to
the write off of leasing commissions, deferred financing fees and straight
line rents receivable upon adoption of the liquidation basis of accounting
effective as of the first quarter of 2001. See "Results of Operations",
above, for the discussion regarding differences between the liquidation
basis of accounting and the going concern basis of accounting.
Cash and cash equivalents consist of cash and short-term investments.
Our cash and cash equivalents balance increased by approximately $10.8
million to approximately $13.2 million at June 30, 2001 from approximately
$2.4 million at December 31, 2000. The increase in total cash and cash
equivalents reflects primarily the net proceeds from the sale of 24 of our
27 properties less distributions to shareholders.
During the six months ending June 30, 2000, our operating activities
provided net cash of approximately $4.8 million. We used approximately
$2.0 million in investing activities to make capital improvements at our
various properties net of proceeds from restricted cash. During the six
months ended June 30, 2000, our financing activities used approximately
$11.4 million of cash primarily to make principal payments on mortgage
loans, and on an unsecured loan payable of approximately $16.3 million
offset by approximately $8.5 million of proceeds from loans payable and to
pay distributions to shareholders of approximately $3.4 million.
Having made our initial liquidating distribution, we have established
reserves that we project will be needed to cover the net costs of operating
the company through its anticipated final liquidation, liquidation costs
and contingent liabilities related to pending litigation. In addition, as
of June 30, 2001 our cash balances include approximately $2.5 million of
net operations and net sales proceeds from properties sold that will be
distributed to minority interests in accordance with each respective
partnership agreement. We currently expect to complete our liquidation
prior to December 31, 2002 and expect to make additional liquidating
distributions of approximately $1.25 per share. We will endeavor to
distribute amounts in excess of reserves to our shareholders as additional
assets are sold or contingent liabilities are reduced or eliminated.
PROPERTIES:
As of June 30, 2001, we owned interests, directly or indirectly
through our wholly owned subsidiaries, in the three properties set forth in
the table below. As described above, the University Square Business Center
remains subject to the Purchase and Sale Agreement with Denholtz with the
closing for this property scheduled for December 19, 2001. We are
permitted to sell the Riverport property and the Northlake Festival
Shopping Center to third parties or we may elect to "put" these properties
to Denholtz at agreed upon prices any time prior to January of 2002. If
all three properties are purchased by Denholtz pursuant to the amended
purchase and sale agreement, we will realize estimated net proceeds of
approximately $11.5 million, an additional $38.7 million in gross sales
proceeds reduced by approximately $25.9 of debt and an estimated $1.3
million of minority interest.
BANYAN STRATEGIC REALTY TRUST
PORTFOLIO SUMMARY
June 30, 2001
(Dollars in thousands)
Occu-
Debt Square pancy
Property Balance Footage % Description
- -------- ------- ------- ----- -----------
FLEX/INDUSTRIAL
- ---------------
6901 Riverport
Drive (a)(b)
Louisville, KY $4,200 322,100 55% Leasehold interest
subject to bond financing
and ownership of
improvements
OFFICE
- ------
University Square
Business Center (c)
Huntsville, AL 4,706 184,700 90% Fee ownership of land
and improvements
RETAIL
- ------
Northlake Tower
Shopping
Center (d)(e)
Atlanta, GA 16,991 321,600 98% Leasehold interest pursuant
------- ------- to ground lease and
ownership of improvements
(through a 1% General and
a 80.9% Limited Partner
interest) in a joint
venture
Total $25,897 828,400
======= =======
(a) Riverport is 55% leased to The Apparel Group, Ltd. under a lease,
which expires in July of 2004. The remaining 146,352 square feet of
space are vacant and are presently being marketed for lease. We are
also actively marketing the Riverport property for sale through our
financial advisor Cohen Financial. We have listed this property for
sale at $8.5 million.
(b) The Riverport property is financed by an industrial revenue (low
floater) bond, which fully amortizes at a rate of $300,000 per year
over its term and which expires in December of 2014. At that time,
the ground lessee can acquire the fee interest at a cost of
approximately $500,000.
(c) The University Square Business Center is leased to approximately 50
tenants with lease terms averaging between three and five years.
(d) We have been advised that our tenant, AMC Theatres, has made a
determination to cease operations at the shopping center and is
seeking to terminate its lease with approximately 33 months remaining
in the term. The AMC Theatre space comprises approximately 8.4% of
the total leaseable space. The loss of the revenue from the AMC
lease may have a material adverse impact on the net proceeds we could
recover from the sale of this property if a suitable replacement
tenant is not located. The remainder of the shopping center space is
leased to approximately 50 tenants, with primarily long term leases.
(e) In the Northlake partnership, we are the managing general partner and
retain sole authority over all significant decisions. The stated
percentages represent our voting rights, not necessarily the
economics of the venture. According to the partnership agreement,
prior to distributing cash flow from operations, our 80.9% and 1%
partnership interests receive an annual 12% preferred return on their
respective net capital contributed to the partnership. Then, our
joint venture partner receives a 12% preferred return on the net
capital which it has contributed. Then, cash flow from operations is
distributed pro-rata based on each partner's respective ownership
interest. Cash proceeds from either the sale or refinancing of the
partnership property will be used: (i) to pay any of our unpaid
preferred returns; (ii) to return net capital contributed by all
partners; (iii) to pay any of the venture partner's unpaid preferred
returns, and (iv) to distribute the remaining cash based on ownership
interests until we have received an overall return of 15% on our
invested capital. From the remaining proceeds, if any, we will
receive 71.9% of the excess cash and the balance will be paid to the
joint venture partner.
FINANCINGS:
During the third quarter of 1998, we borrowed $7.4 million under a
convertible term loan agreement entered into with a group of lenders in
October 1997. On January 20, 2000, we paid conversion fee of $37,000 (0.5%
of the outstanding loan balance) and we repaid approximately $1.2 million
of the convertible term loan. The remaining balance of approximately $6.2
million was converted into 61,572 Series A convertible preferred shares at
a conversion rate of $100 per share and on April 17, 2001 these preferred
shares were further converted into 1,195,574 common shares at a conversion
rate of $5.15 per common share.
OTHER - LITIGATION
During the second quarter of 2001, we continued to be involved in
contested litigation with suspended president Leonard G. Levine. A
description of the pending action as well as a description of two recently
terminated actions follows:
On August 14, 2000, we exercised our rights under the Trust's
employment agreement with Mr. Levine by suspending him and placing him on
leave from his position as president. Simultaneously, we initiated an
arbitration proceeding as required under the employment agreement. On
October 5, 2000, Mr. Levine brought an action in the Circuit Court of Cook
County, Illinois to halt the arbitration proceedings by reason of improper
forum. On October 18, 2000, we filed a lawsuit against Mr. Levine in the
Circuit Court of Cook County, Illinois. Our complaint alleges violations
of Mr. Levine's duty of loyalty owed to the Trust.
On December 6, 2000, we and Mr. Levine, through our respective
attorneys, agreed to dismiss the arbitration action and Mr. Levine's
lawsuit challenging the arbitration, and further agreed to resolve all
issues under Mr. Levine's employment contract within the lawsuit we had
filed against Mr. Levine in the Circuit Court of Cook County (the
"Employment Litigation").
On January 19, 2001, Mr. Levine filed an answer, affirmative defenses
and counterclaim in the Employment Litigation. The pleading generally
denies that Mr. Levine breached his fiduciary duties, raises various
defenses and seeks a judgment in favor of Mr. Levine and against us on the
counterclaim, for money damages and also seeks a reinstatement to active
employment status. Discovery in this case has commenced.
On May 2, 2001, Mr. Levine presented a motion for partial judgment on
the pleadings, which was denied at a hearing on July 19, 2001. We filed a
Second Amended Complaint on May 7, 2001, seeking, among other things,
$300,000 in compensatory damages and $3 million in punitive damages against
Mr. Levine in connection with various alleged breaches of fiduciary duty.
The factual bases underlying the Second Amended Complaint include
allegations that (i) Mr Levine caused the Trust to pay on his account or
reimburse him for expenses that were not reasonable, ordinary and necessary
business expenses; (ii) during negotiations between the Trust and Oak
Realty Group, Inc. (an entity solely owned by Mr. Levine) Mr. Levine
attempted to pressure the Trust into accepting Oak's offer to acquire the
Trust by revealing to one of the trustees that Oak had entered into certain
confidentiality and exclusivity agreements which had the effect of
excluding potential purchasers and/or capital providers from purchasing or
providing financing to a potential purchaser of the Trust, except through
Oak; (iii) Mr. Levine's failure to disclose to our Board of Trustees a
prior pattern and practice of obtaining unauthorized expense reimbursements
allows the Board to rescind Mr. Levine's 1999 Employment Contract and
legally estops Mr. Levine from obtaining any benefits under that contract
and (iv) Mr. Levine's prosecution of the Derivative Action (see description
below) amounts to a separate breach of fiduciary duty by Mr. Levine.
Mr. Levine presented a motion to dismiss Counts IV, V and VI of our
Second Amended Complaint. On August 13, 2001, the court granted Mr.
Levine's motion with respect to Count V of the Second Amended Complaint
which count seeks recision of the 1999 Employment Contract on the basis
that it was induced by fraud. The court gave us twenty-one days to amend
our pleading in order to more specifically allege the basis of our claim.
At the same hearing, the court denied Mr. Levine's motion to dismiss
Count IV and Count VI of the Second Amendment Complaint which counts seek
relief for breaches of fiduciary duty arising out of the filing of the
Derivative Action (see below) by Mr. Levine.
In addition, on May 7, 2001, the Trust amended its answer to Mr.
Levine's counterclaim in the Employment Litigation to add several
affirmative defenses based upon Mr. Levine's breaches of his fiduciary duty
of loyalty. The maximum potential liability in connection with Mr.
Levine's contract (inclusive of incentives but exclusive of base salary) is
estimated to be approximately $1.8 million.
On January 19, 2001, Mr. Levine filed two lawsuits in the Circuit
Court of Cook County. In the first action, Mr. Levine, suing derivatively
on behalf of our shareholders (the "Derivative Action"), sought to enjoin
trustees Daniel Levinson, Stephen Peck and L.G. Schafran from completing
the pending sale of substantially all of our assets to Denholtz Management
Corporation until we obtained approval of the transaction from a majority
of our shareholders. This matter was removed to the United States District
Court for the Northern District of Illinois and we intervened as an
additional defendant. We and the named trustees filed a motion for summary
judgment on February 9, 2001, and Mr. Levine filed a cross-motion for
summary judgment on February 20, 2001. On March 15, 2001, the Court
entered judgment in favor of the trustees and Banyan Strategic Realty Trust
and against Mr. Levine. On April 16, 2001, all rights of appeal lapsed.
This matter is now concluded.
On January 19, 2001, Mr. Levine also filed an action in the Circuit
Court of Cook County against trustees Daniel Levinson, Stephen Peck and
L.G. Schafran as well as two of our largest shareholders, Morgens,
Waterfall, Vintiadis & Company, Inc. and Magten Asset Management
Corporation. This action sought unspecified compensatory and punitive
damages for a variety of business related torts which Mr. Levine alleged
the defendants committed. The individual defendants and the shareholders
filed motions to dismiss. On April 30, 2001, before those motions could be
heard, Mr. Levine voluntarily dismissed this case in its entirety.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We do not engage in any hedging 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, 2001, we had approximately $25.9 million of
outstanding long-term debt, of which $4.2 million bears interest at
variable rates that are adjusted on a monthly basis. As of June 30, 2001,
the weighted-average interest rate on this variable rate debt was 3.06%.
If interest rates on this variable rate debt increased by one percentage
point (1%), interest expense would increase by $42,000 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) . dated April 9, 2001, filed April 10, 2001, including
item 5 and item 7;
. dated April 16, 2001, filed April 18, 2001, including
item 5 and item 7;
. dated and filed April 27, 2001, including item 5, item 7
and item 9;
. dated May 3, 2001, filed May 4, 2001, including item 5
and item 7;
. dated May 17, 2001, filed May 18, 2001, including item 2,
item 5 and item 7;
. dated and filed May 30, 2001, including item 5 and
item 7; and
. dated June 26, 2001 and filed June 29, 2001, including
item 5 and item 7.
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, 2001
------------------------------
L.G. Schafran,
Interim President
By: /s/ Joel L. Teglia Date: August 14, 2001
------------------------------
Joel L. Teglia,
Executive Vice President and
Chief Financial Officer
EXHIBIT
INDEX
- -------
2.1 Plan of Termination and Liquidation (1)
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. (2)
3.2 First Amendment of Third Amended and Restated Declaration of
Trust effective December 13, 1999. (3)
3.3 By-Laws dated March 13, 1996. (4)
3.4 BSRT UPREIT Limited Partnership Limited Partnership Agreement (5)
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. (6)
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. (7)
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. (8)
4.4 Revolving Credit Agreement dated April 30, 1998 among Banyan
Strategic Realty Trust, as Borrower and the Capital Company of
America, as Lender. (9)
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. (8)
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. (10)
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. (8)
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. (10)
10.1 Employment Agreement of L.G. Schafran dated October 26, 2000.
(14)
10.2 Employment Agreement of Leonard G. Levine as of December 14,
1999. (2)
EXHIBIT
INDEX
- -------
10.3 Employment Agreement of Leonard G. Levine as of October 1, 1997.
(11)
10.4 Employment Agreement of Joel L. Teglia dated November 1, 2000.
(14)
10.5 Employment Agreement of Joel L. Teglia dated December 31, 1998.
(5)
10.6 Employment Agreement of Robert G. Higgins dated September 1,
2000. (14)
10.7 Separation Agreement of Neil Hansen dated October 1, 2000. (14)
10.8 Employment Agreement of Neil Hansen dated December 31, 1998. (5)
10.9 Separation Agreement of Jay Schmidt dated October 1, 2000. (14)
10.10 Employment Agreement of Jay Schmidt dated December 31, 1998. (5)
10.11 1997 Omnibus Stock and Incentive Plan dated July 9, 1997. (12)
10.12 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. (6)
10.13 Registration Rights Agreement dated as of October 10, 1997
between Banyan Strategic Realty Trust and the Purchasers listed
on the Signature Pages attached thereto. (6)
10.14 Registration Rights Agreement dated as of October 1, 1997 between
Banyan Strategic Realty Trust and Leonard G. Levine. (5)
10.15 Consulting Agreement dated as of February 18, 2000 between CFC
Advisory Services Limited Partnership and Banyan Strategic Realty
Trust. (13)
10.16 Modification to Consulting Agreement dated as of May 31, 2000
between CFC Advisory Services Limited Partnership and Banyan
Strategic Realty Trust. (13)
10.17 Purchase and Sale Agreement dated January 8, 2001. (1)
10.18 First Amendment to Purchase and Sale Agreement dated March 28,
2001 (16)
10.19 Second Amendment to Purchase and Sale Agreement dated April 9,
2001 (17)
10.20 Third Amendment to Purchase and Sale Agreement dated May 11, 2001
(18)
21. Subsidiaries of Banyan Strategic Realty Trust (15)
- --------------------
(1) Incorporated by reference from the Trust's Form 8-K dated
January 8, 2001.
(2) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 1999.
(3) Incorporated by reference from the Trust's Form 10-Q
dated March 31, 2000.
(4) Incorporated by reference from the Trust's Registration
Statement on Form S-11 (file number 33-4169).
(5) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 1998.
(6) Incorporated by reference from the Trust's Form 8-K dated
October 14, 1997.
(7) Incorporated by reference from the Trust's Form 10-K/A
for the year ended December 31, 1997.
(8) Incorporated by reference from the Trust's Form 8-K dated
May 22, 1998.
(9) Incorporated by reference from the Trust's Form 10-Q
dated March 31, 1998.
(10) Incorporated by reference from the Trust's Form 8-K/A-1
dated August 14, 1998.
(11) Incorporated by reference from the Trust's Form 10-K
dated December 31, 1997.
(12) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended June 30, 1997.
(13) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended June 30, 2000.
(14) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended September 30, 2000.
(15) Incorporated by reference from the Trust's Form 10-K for
the year ended December 31, 2000.
(16) Incorporated by reference from the Trust's Form 8-K dated
March 28, 2001.
(17) Incorporated by reference from the Trust's Form 8-K dated
April 9, 2001.
(18) Incorporated by reference from the Trust's Form 10-Q for
the quarter ended March 31, 2001.
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