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 September 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 November 9, 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)
September 30, 2001
(Unaudited)
(Dollars in thousands)
ASSETS
- ------
Investment in Real Estate Held for Sale, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . $ 1,387
Building. . . . . . . . . . . . . . . . . . . . . 5,950
Building Improvements . . . . . . . . . . . . . . 1,677
----------
9,014
Less: Accumulated Depreciation. . . . . . . . . . (1,406)
----------
7,608
----------
Investment in Real Estate, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . 1,750
Building. . . . . . . . . . . . . . . . . . . . . 24,774
Building Improvements . . . . . . . . . . . . . . 1,189
----------
27,713
Less: Accumulated Depreciation . . . . . . . . . (4,051)
----------
23,662
----------
Cash and Cash Equivalents . . . . . . . . . . . . . 10,627
Restricted Cash - Capital Improvements. . . . . . . 181
Restricted Cash - Other . . . . . . . . . . . . . . 1,715
Interest and Accounts Receivable. . . . . . . . . . 203
Employees' Notes. . . . . . . . . . . . . . . . . . 514
Notes Receivable. . . . . . . . . . . . . . . . . . 2,264
Other Assets. . . . . . . . . . . . . . . . . . . . 168
----------
Total Assets. . . . . . . . . . . . . . . . . . . . $ 46,942
==========
LIABILITIES
- -----------
Mortgage Loans Payable. . . . . . . . . . . . . . . $ 21,627
Bonds Payable . . . . . . . . . . . . . . . . . . . 4,200
Accounts Payable and Accrued Expenses . . . . . . . 3,131
Accrued Real Estate Taxes . . . . . . . . . . . . . 187
Accrued Interest Payable. . . . . . . . . . . . . . 151
Unearned Revenue. . . . . . . . . . . . . . . . . . 123
Security Deposits . . . . . . . . . . . . . . . . . 90
Distributions Payable . . . . . . . . . . . . . . . 3,099
----------
Total Liabilities . . . . . . . . . . . . . . . . . 32,608
----------
Net Assets in Liquidation . . . . . . . . . . . . . $ 14,334
==========
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 Nine Months Ended September 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. . . . . . 624
Operating Income. . . . . . . . . . . . . . . . . . . . 3,141
Recovery of Losses on Loans, Notes and
Interest Receivable . . . . . . . . . . . . . . . . . 870
Depreciation. . . . . . . . . . . . . . . . . . . . . . (2,905)
Minority Interest in Consolidated Partnerships. . . . . (279)
Issuance of Shares. . . . . . . . . . . . . . . . . . . 91
Distributions Paid and Payable to Shareholders. . . . . (77,318)
--------
Net Assets in Liquidation at September 30, 2001 . . . . $ 14,334
========
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 September 30, 2001
(Unaudited)
(Dollars in thousands)
Net Assets in Liquidation at June 30, 2001. . . . . . . $ 18,103
Interest Income on Cash and Cash Equivalents. . . . . . 157
Operating Loss. . . . . . . . . . . . . . . . . . . . . (328)
Depreciation. . . . . . . . . . . . . . . . . . . . . . (308)
Minority Interest in Consolidated Partnerships. . . . . (227)
Issuance of Shares. . . . . . . . . . . . . . . . . . . 36
Distributions Payable to Shareholders . . . . . . . . . (3,099)
--------
Net Assets in Liquidation at September 30, 2001 . . . . $ 14,334
========
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 Nine Months Ended September 30, 2000
(Unaudited)
(Dollars in thousands, except per share data)
REVENUE
Rental Income . . . . . . . . . . . . . . . . . . . . $ 24,438
Operating Cost Reimbursement. . . . . . . . . . . . . 2,849
Miscellaneous Tenant Income . . . . . . . . . . . . . 263
Income on Investments and Other Income. . . . . . . . 545
--------
Total Revenue . . . . . . . . . . . . . . . . . . . . . 28,095
--------
EXPENSES
Property Operating. . . . . . . . . . . . . . . . . . 3,400
Repairs and Maintenance . . . . . . . . . . . . . . . 2,762
Real Estate Taxes . . . . . . . . . . . . . . . . . . 2,087
Interest. . . . . . . . . . . . . . . . . . . . . . . 6,889
Ground Lease. . . . . . . . . . . . . . . . . . . . . 694
Depreciation and Amortization . . . . . . . . . . . . 5,092
General and Administrative. . . . . . . . . . . . . . 3,193
Amortization of Deferred Financing Costs. . . . . . . 226
Severance and Termination Costs . . . . . . . . . . . 1,557
--------
Total Expenses. . . . . . . . . . . . . . . . . . . . . 25,900
Income Before Minority Interest and Extraordinary Item. 2,195
Minority Interest in Consolidated Partnerships. . . . . (403)
--------
Income Before Extraordinary Item . . . . . . . . . . . 1,792
Extraordinary Item. . . . . . . . . . . . . . . . . . . (42)
--------
Net Income. . . . . . . . . . . . . . . . . . . . . . . 1,750
Less Income Allocated to Preferred Shares . . . . . . . (431)
--------
Net Income Available to Common Shares . . . . . . . . . $ 1,319
========
Basic and Diluted Earnings Available to Common Shares
per weighted-average Common Share:
Income Before Extraordinary Item. . . . . . . . . . . $ 0.09
========
Net Income. . . . . . . . . . . . . . . . . . . . . . $ 0.09
========
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 September 30, 2000
(Unaudited)
(Dollars in thousands, except per share data)
REVENUE
Rental Income . . . . . . . . . . . . . . . . . . . . $ 8,159
Operating Cost Reimbursement. . . . . . . . . . . . . 900
Miscellaneous Tenant Income . . . . . . . . . . . . . 99
Income on Investments and Other Income. . . . . . . . 127
--------
Total Revenue . . . . . . . . . . . . . . . . . . . . . 9,285
--------
EXPENSES
Property Operating. . . . . . . . . . . . . . . . . . 1,211
Repairs and Maintenance . . . . . . . . . . . . . . . 928
Real Estate Taxes . . . . . . . . . . . . . . . . . . 664
Interest. . . . . . . . . . . . . . . . . . . . . . . 2,274
Ground Lease. . . . . . . . . . . . . . . . . . . . . 232
Depreciation and Amortization . . . . . . . . . . . . 1,760
General and Administrative. . . . . . . . . . . . . . 1,049
Amortization of Deferred Financing Costs. . . . . . . 67
Severance and termination Costs . . . . . . . . . . . 1,557
--------
Total Expenses. . . . . . . . . . . . . . . . . . . . . 9,742
Loss Before Minority Interest . . . . . . . . . . . . . (457)
Minority Interest in Consolidated Partnerships. . . . . (130)
--------
Net Loss. . . . . . . . . . . . . . . . . . . . . . . . (587)
Less Income Allocated to Preferred Shares . . . . . . . (155)
--------
Net Loss Available to Common Shares . . . . . . . . . . $ (742)
========
Basic and Diluted Earnings Available to Common Shares
per weighted-average Common Share:
Net Loss. . . . . . . . . . . . . . . . . . . . . . . $ (0.05)
========
The accompanying notes are an integral part
of the consolidated financial statements.
BANYAN STRATEGIC REALTY TRUST
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30, 2000
(Unaudited)
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income. . . . . . . . . . . . . . . . . . . . . . . . $ 1,750
Adjustments to Reconcile Net Income to Net Cash
Provided By Operating Activities:
Extraordinary Item. . . . . . . . . . . . . . . . . . . 42
Depreciation and Amortization . . . . . . . . . . . . . 5,318
Minority Interest in Consolidated Partnerships. . . . . 403
Net Change In:
Restricted Cash - Other . . . . . . . . . . . . . . . (586)
Interest and Accounts Receivable. . . . . . . . . . . (191)
Other Assets. . . . . . . . . . . . . . . . . . . . . (853)
Accounts Payable and Accrued Expenses . . . . . . . . 747
Accrued Interest Payable. . . . . . . . . . . . . . . 41
Accrued Real Estate Taxes Payable . . . . . . . . . . 818
Unearned Revenue. . . . . . . . . . . . . . . . . . . 1
Security Deposits . . . . . . . . . . . . . . . . . . 167
--------
Net Cash Provided By Operating Activities . . . . . . . . 7,657
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Investment in Real Estate. . . . . . . . (4,421)
Restricted Cash - Capital Improvements. . . . . . . . 396
--------
Net Cash Used In Investing Activities . . . . . . . . . . (4,025)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans Payable . . . . . . . . . . . . . . 8,500
Distributions to Minority Partners. . . . . . . . . . . (288)
Deferred Financing Costs. . . . . . . . . . . . . . . . (159)
Payment of Preferred Shares Issuance Costs. . . . . . . (30)
Repayment of Employees' Notes . . . . . . . . . . . . . 79
Principal Payments on Mortgage Loans, Bonds Payable
and Unsecured Loan Payable. . . . . . . . . . . . . . (16,683)
Distributions Paid to Shareholders. . . . . . . . . . . (5,099)
Payment of Preferred Distributions. . . . . . . . . . . (431)
Prepayment Penalties on Early Extinguishment of Debt. . (6)
Shares Issued, Net of Issuance Costs. . . . . . . . . . 597
--------
Net Cash Used In Financing Activities . . . . . . . . . . (13,520)
--------
Net Decrease In Cash and Cash Equivalents . . . . . . . . (9,888)
Cash and Cash Equivalents at Beginning of Period. . . . . 13,097
--------
Cash and Cash Equivalents at End of Period. . . . . . . . $ 3,209
========
Supplemental Information:
Interest Paid During the Period . . . . . . . . . . $ 6,848
========
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
September 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 September 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 nine months ended
September 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)
Distributions to minority interests (8,695)
Initial liquidating distributions to
shareholders at $4.75 per share (73,609)
Receipt of principal and interest
on employees' notes 2,755
Receipt of principal on notes receivables 736
----------
Net cash available from sale of
properties and related transactions 6,371
Increase in operating cash (net of
distribution to minority interest
of $56) 1,863
----------
Net change in cash and
cash equivalents 8,234
Cash and cash equivalents as of
January 1, 2001 2,393
----------
Cash and cash equivalents as of
September 30, 2001 $ 10,627
==========
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. On May 17, 2001, Denholtz
deposited the sum of $1,000 in escrow to secure its performance under the
deferred closings. If the sale does not close, through no fault of the
Trust, $1,000 in earnest money will be forfeited and the property will be
reclassified to Investment in Real Estate. 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.
On October 12, 2001, the Trust entered into an Amendment to
Substituted, Amended and Restated Reimbursement Agreement with the issuer
of the Letter of Credit (the "LOC Bank") collateralizing the bonds payable
related to the Riverport property. This amendment primarily extended for a
period of one year, the term of the letter of credit which otherwise would
have expired on December 1, 2001. On that same date, the Trust deposited
$300 with the LOC Bank to be utilized to make the mandatory bond redemption
payment scheduled for December 1, 2001. The Trust additionally agreed,
that if the $1,000 earnest money deposit in connection with the Denholtz
contract is, for any reason, forfeited, it will pay the LOC Bank $500 to be
utilized to further redeem additional outstanding bonds payable over and
above any otherwise scheduled redemption payments. Furthermore, the Trust
agreed to pay an extension fee in the amount of $25 payable in two equal
installments - the first on the date of the agreement, and the second on
June 1, 2002 if the Letter of Credit is still outstanding.
In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" which is effective for fiscal
years beginning after December 15, 2001. Application of the provisions of
this Statement are not expected to affect the earnings or financial
position of the Trust.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share for the nine months ended September 30, 2000:
Numerator:
Income Available to Common Shares Before
Extraordinary Item. . . . . . . . . . . . . . . . . $ 1,361
Extraordinary Item. . . . . . . . . . . . . . . . . . (42)
----------
Net Income Available to Common Shares . . . . . . $ 1,319
==========
Denominator:
Denominator for basic earnings per weighted-average
shares. . . . . . . . . . . . . . . . . . . . . . . 14,157,824
Effect of dilutive securities - Employee stock
options . . . . . . . . . . . . . . . . . . . . . . 7,370
----------
Denominator for diluted earnings per share-adjusted
weighted-average shares and assumed conversions . 14,165,194
==========
Basic and Diluted Earnings Available to Common Shares
Per weighted-average Common Share:
Income Before Extraordinary Item. . . . . . . . . . . $ 0.09
Extraordinary Item. . . . . . . . . . . . . . . . . . --
----------
Net Income. . . . . . . . . . . . . . . . . . . . $ 0.09
==========
The following table sets forth the computation of basic and diluted
earnings per share for the three months ended September 30, 2000:
Numerator:
Net Loss Available to Common Shares . . . . . . . . . $ (742)
==========
Denominator:
Denominator for basic earnings per weighted-average
shares. . . . . . . . . . . . . . . . . . . . . . . 14,217,926
Effect of dilutive securities - Employee stock
options . . . . . . . . . . . . . . . . . . . . . . 6,026
----------
Denominator for diluted earnings per share-adjusted
weighted-average shares and assumed conversions . 14,223,952
==========
Basic and Diluted Earnings Available to Common Shares
Per weighted-average Common Share:
Net Loss. . . . . . . . . . . . . . . . . . . . . . $ (0.05)
==========
4. BUSINESS SEGMENTS
As of September 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 September 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 260 tenants; and the retail segment was
comprised of one retail center with long-term leases to approximately 50
tenants. As of September 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 Nine Months
Ended Ended
September 30, September 30,
2000 2000
------------- -------------
REVENUE
Flex/Industrial . . . . . . . . . . . . . $ 2,769 $ 8,461
Office. . . . . . . . . . . . . . . . . . 5,224 15,683
Retail. . . . . . . . . . . . . . . . . . 1,191 3,462
Corporate/Other . . . . . . . . . . . . . 101 489
-------- --------
$ 9,285 $ 28,095
======== ========
Income (Loss) Before Extraordinary Item
Flex/Industrial . . . . . . . . . . . . . $ 759 $ 2,318
Office. . . . . . . . . . . . . . . . . . 1,040 3,384
Retail. . . . . . . . . . . . . . . . . . 149 419
Corporate/Other . . . . . . . . . . . . . (2,535) (4,329)
-------- --------
$ (587) $ 1,792
======== ========
As of
September 30,
2000
-------------
Total Assets
Flex/Industrial . . . . . . . . . . . . . $ 68,803
Office. . . . . . . . . . . . . . . . . . 107,844
Retail. . . . . . . . . . . . . . . . . . 17,536
Corporate/Other . . . . . . . . . . . . . 2,856
--------
$197,039
========
Three Months Nine Months
Ended Ended
September 30, September 30,
2000 2000
------------- -------------
Depreciation and Amortization
Flex/Industrial . . . . . . . . . . . . . $ 585 1,753
Office. . . . . . . . . . . . . . . . . . 1,031 2,910
Retail. . . . . . . . . . . . . . . . . . 144 429
-------- --------
$ 1,760 5,092
======== ========
Interest Expense
Flex/Industrial . . . . . . . . . . . . . $ 738 2,212
Office. . . . . . . . . . . . . . . . . . 1,209 3,692
Retail. . . . . . . . . . . . . . . . . . 327 985
-------- --------
$ 2,274 6,889
======== ========
Additions to Investment in Real Estate
Flex/Industrial . . . . . . . . . . . . . $ 500 1,154
Office. . . . . . . . . . . . . . . . . . 1,342 3,210
Retail . . . . . . . . . . . . . . . . . 26 57
-------- --------
$ 1,868 4,421
======== ========
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.
6. DISTRIBUTIONS
On September 13, 2001, the Trust declared a liquidating cash
distribution in the amount of $0.20 per share payable October 24, 2001 to
shareholders of record on September 24, 2001. The distribution, payable in
the amount of approximately $3.1 million, is included in the Trust's total
liabilities in the accompanying September 30, 2001 Consolidated Statement
of Net Assets in Liquidation.
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;
. economic impact of the tragic events of September 11, 2001 and
their aftermath on the economy in general and on real estate
operations and values in particular;
. 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 unsecured 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 September 30, 2001, Denholtz has 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 cash flows for the nine months ended
September 30, 2001.
(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
Release of restricted cash upon repayment
of debt 2,345
Escrow for post closing adjustments (1,500)
Distributions to minority interests (8,695)
Initial liquidating distributions to
shareholders at $4.75 per share (73,609)
Receipt of principal and interest
on employees' notes 2,755
Receipt of principal on notes receivables 736
----------
Net cash available from sale of
properties and related transactions 6,371
Increase in operating cash (net of
distribution to minority interest
of $56) 1,863
----------
Net change in cash and
cash equivalents 8,234
Cash and cash equivalents as of
January 1, 2001 2,393
----------
Cash and cash equivalents as of
September 30, 2001 $ 10,627
==========
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 Tower 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 "Properties" 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 would realize estimated net
proceeds of approximately $11.6 million, consisting of $38.7 million in
gross sales proceeds reduced by approximately $25.8 million of debt and an
estimated $1.3 million of minority interest.
If Denholtz defaults, it will forfeit to us $1 million in earnest
money now held in escrow. All of Denholtz's obligations to purchase and
our obligations to sell our remaining properties will then be extinguished.
We, in turn, will be required to market and sell the properties to other
parties. However, since the adoption of our Plan of Termination and
Liquidation, the condition of the United States economy in general and the
real estate markets in which our properties are located, in particular, has
weakened. Accordingly, if Denholtz defaults, there can be no assurance, in
light of these unforeseen market developments, that we will be able to
complete our Plan of Termination and Liquidation within the time period
previously projected or that we will achieve sales prices for our
properties sufficient to allow us to make the distributions in the amount
previously anticipated.
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 ended March 31,
2001. Therefore, operations for the nine and three months ended
September 30, 2001 are reported on the Consolidated Statement of Changes in
Net Assets in Liquidation while the operations for the nine and three
months ended September 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 for the nine and three months ended
September 30, 2001 are not comparable to the results for the nine and three
months ended September 30, 2000.
Prior to reporting the operating activity for the nine months ended
September 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 $5.4
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 Trust and reclassed
approximately $3.1 million of employees' notes from shareholders' equity to
assets.
For the nine months ended September 30, 2001, our Net Assets in
Liquidation decreased by approximately $49.9 million from approximately
$64.2 million at December 31, 2000 to approximately $14.3 million at
September 30, 2001. This decrease was primarily due to total distributions
paid and payable to shareholders of approximately $77.3 million including
our initial liquidating distribution to shareholders of $4.75 per share or
approximately $73.6 million and our second liquidating distribution of
$0.20 per share or approximately $3.1 million that was accrued as of
September 30, 2001 and paid on October 24, 2001. 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 $3.1 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 $0.6 million, reduced
by depreciation expense of approximately $2.9 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 nine months ended September 30, 2000, we reported Net Income
Available to Common Shares of approximately $1.3 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 nine months
ended September 30, 2001.
For the three months ended September 30, 2001, our Net Assets in
Liquidation decreased by approximately $3.8 million to approximately $14.3
million at September 30, 2001 from approximately $18.1 million at June 30,
2001. This decrease was primarily due to the accrual of our second
liquidating distribution of $0.20 per share or approximately $3.1 million
that was payable as of September 30, 2001 and paid on October 24, 2001,
operating loss in the amount of approximately $0.3 million, depreciation
expense of approximately $0.3 million and minority interest of $0.2
million, reduced by approximately $0.2 million of interest income on cash
and cash equivalents.
For the three months ended September 30, 2000, we reported Net Loss
Available to Common Shares of approximately $0.7 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 ended September 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2001, our total assets (liquidation basis) were
approximately $46.9 million, a decrease of approximately $149.2 million
from total assets at December 31, 2000 (going concern basis) of
approximately $196.1 million. Our liabilities totaled approximately $32.6
million at September 30, 2001, a decrease of approximately $93.8 million
from approximately $126.4 million at December 31, 2000. At September 30,
2001 our net assets in liquidation (liquidation basis) were approximately
$14.3 million compared to shareholders equity (going concern basis) of
approximately $67.4 million at December 31, 2000, a decrease of
approximately $53.1 million. The significant decreases in total assets and
total liabilities are primarily due to the sale of 24 of our 27 properties
on May 17, 2001, distributions paid and payable to shareholders in the
amount of approximately $77.3 million, distributions to minority interest
of approximately $8.7 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 the
decrease of net assets in liquidation and the 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 $8.2
million to approximately $10.6 million at September 30, 2001 from
approximately $2.4 million at December 31, 2000. The increase in total
cash and cash equivalents was due primarily to our receipt of net proceeds
from the sale of 24 of our 27 properties less distributions to
shareholders.
During the nine months ended September 30, 2000, our operating
activities provided net cash of approximately $7.6 million. We used
approximately $4.0 million in investing activities to make capital
improvements at our various properties net of proceeds from restricted
cash. During the nine months ended September 30, 2000, our financing
activities used approximately $13.5 million of cash primarily to make
principal payments on mortgage loans and on an unsecured loan payable of
approximately $16.7 million and to pay distributions to shareholders of
approximately $5.5 million offset by approximately $8.5 million of proceeds
from loans payable.
Having made our initial liquidating distribution and second
liquidating distribution, we have established unrestricted cash reserves of
$7.5 million and restricted cash held in escrow for post closing
adjustments of $1.5 million. We project that these reserves will be
sufficient to cover the net costs of operating the Trust through its
anticipated final liquidation, liquidation costs and contingent liabilities
related to pending litigation. In addition to these reserves, as of
September 30, 2001 our cash balances include approximately $3.1 million of
cash to be utilized to pay our second liquidating distribution of $0.20 per
share on October 24, 2001.
If Denholtz defaults, it will forfeit to us $1 million in earnest
money now held in escrow. All of Denholtz's obligations to purchase and
our obligations to sell our remaining properties will then be extinguished.
We, in turn, will be required to market and sell the properties to other
parties. However, since the adoption of our Plan of Termination and
Liquidation, the condition of the United States economy in general and the
real estate markets in which our properties are located, in particular, has
weakened. Accordingly, if Denholtz defaults, there can be no assurance, in
light of these unforeseen market developments, that we will be able to
complete our Plan of Termination and Liquidation within the time period
previously projected or that we will achieve sales prices for our
properties sufficient to allow us to make the distributions in the amount
previously anticipated. We will endeavor to distribute amounts in excess
of reserves to our shareholders as additional assets are sold or as
contingent liabilities are reduced or eliminated.
PROPERTIES:
As of September 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 Tower 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 would realize estimated net proceeds of
approximately $11.6 million, consisting of $38.7 million in gross sales
proceeds reduced by approximately $25.8 of debt and an estimated $1.3
million of minority interest. The amount of our net recovery from the sale
of these assets will vary if we are unable to complete a sale pursuant to
the Amended Purchase and Sale Agreement with Denholtz.
BANYAN STRATEGIC REALTY TRUST
PORTFOLIO SUMMARY
September 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 4,686 184,700 87% Fee ownership of land
and improvements
Occu-
Debt Square pancy
Property Balance Footage % Description
- -------- ------- ------- ----- -----------
RETAIL
- ------
Northlake Tower
Shopping
Center (d)(e)
Atlanta, GA 16,941 321,600 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 $25,827 828,400
======= =======
(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 30 months remaining
in the term. The AMC Theatres 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 a 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 third quarter of 2001, we continued to be involved in
contested litigation with suspended president Leonard G. Levine. A
description of the pending action 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 alleged 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 and is continuing.
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
Third Amended Complaint on September 6, 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 Third 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 a shareholder derivative action from
January to April of 2001, which action was resolved by summary judgment in
favor of the Trust, amounts to a separate breach of fiduciary duty by
Mr. Levine. On November 1, 2001, Mr. Levine moved to dismiss three of the
counts of our Third Amended Complaint, which motion has not yet been
decided by the court. On November 3, 2001, Mr. Levine filed an Answer and
Affirmative Defenses to three of the counts on our Third and Amended
Complaint.
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.
A case management conference in the Employment Litigation was held on
October 18, 2001. Judge Siebel of the Circuit Court of Cook County
ordered: (i) all written fact discovery must be concluded by January 31,
2002; (ii) all non-expert depositions must be concluded by April 30, 2002;
and (iii) a further status hearing for the purpose of setting a date for
the close of discovery will be held on May 17, 2002.
SUBSEQUENT EVENT:
On October 12, 2001, through our wholly-owned subsidiary BSRT
Riverport Trust, we entered into an Amendment to Substituted, Amended and
Restated Reimbursement Agreement with National City Bank of Kentucky (the
"LOC Bank"), the issuer of the Letter of Credit collateralizing the bonds
payable related to our property located at 6901 Riverport Drive in
Louisville, Kentucky. This amendment primarily extended for a period of
one year, the term of the letter of credit which otherwise would have
expired on December 1, 2001. On that same date, we deposited $0.3 million
with the LOC Bank to be utilized to make the mandatory bond redemption
payment scheduled for December 1, 2001. We additionally agreed, that if
the $1 million earnest money deposit in connection with the Denholtz
contract is, for any reason, forfeited to us, we will pay the LOC Bank $0.5
million to be utilized to further redeem additional outstanding bonds
payable over and above any otherwise scheduled redemption payments.
Furthermore, we agreed to pay an extension fee in the amount of $25,000
payable in two equal installments the first on the date of the agreement,
and the second on June 1, 2002 if the Letter of Credit is still
outstanding.
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 September 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 September 30,
2001, the weighted-average interest rate on this variable rate debt was
2.37%. 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) None.
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: November 14, 2001
------------------------------
L.G. Schafran,
Interim President
By: /s/ Joel L. Teglia Date: November 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)
99.15 Press Release Dated August 14, 2001 (*).
99.16 Press Release Dated September 13, 2001 (*).
99.17 Press Release Dated November 14, 2001 (*).
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(*) Filed herewith.
(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.