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, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 0-15465 BANYAN STRATEGIC REALTY TRUST ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Massachusetts 36-3375345 - ----------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 150 South Wacker Drive, Chicago, IL 60606 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (312) 553-9800 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ]. NO [ ]. Shares of beneficial interest outstanding as of August 11, 1999: 13,471,497. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BANYAN STRATEGIC REALTY TRUST Consolidated Balance Sheets (Unaudited) (Dollars in thousands) JUNE 30, DECEMBER 31, 1999 1998 ------------- ----------- ASSETS - ------ Investment in Real Estate, at cost: Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,600 $ 38,600 Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172,554 172,554 Building Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . 12,246 9,654 ---------- ---------- 223,400 220,808 Less: Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . (14,326) (11,399) ---------- ---------- 209,074 209,409 ---------- ---------- Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . . . . . 2,654 3,731 Restricted Cash - Capital Improvements . . . . . . . . . . . . . . . . . . 1,732 1,407 Restricted Cash - Other. . . . . . . . . . . . . . . . . . . . . . . . . . 1,976 1,250 Interest and Accounts Receivable . . . . . . . . . . . . . . . . . . . . . 1,280 1,544 Deferred Financing Costs (Net of Accumulated Amortization of $1,377 and $1,246, respectively). . . . . . . . . . . . . . . . . . . 1,767 1,893 Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,835 3,356 ---------- ---------- Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 222,318 $ 222,590 ========== ========== BANYAN STRATEGIC REALTY TRUST Consolidated Balance Sheets - CONTINUED JUNE 30, DECEMBER 31, 1999 1998 ------------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Liabilities Mortgage Loans Payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ 122,382 $ 123,108 Bonds Payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,040 21,140 Unsecured Loan Payable . . . . . . . . . . . . . . . . . . . . . . . . . . 7,400 7,400 Accounts Payable and Accrued Expenses. . . . . . . . . . . . . . . . . . . 2,216 2,625 Accrued Real Estate Taxes Payable. . . . . . . . . . . . . . . . . . . . . 1,930 967 Accrued Interest Payable . . . . . . . . . . . . . . . . . . . . . . . . . 697 636 Unearned Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 965 758 Security Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,376 1,373 ---------- ---------- Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,006 158,007 ---------- ---------- Minority Interest in Consolidated Partnerships . . . . . . . . . . . . . . 2,216 2,149 Shareholders' Equity Shares of Beneficial Interest, No Par Value, Unlimited Authorization; 14,993,552 and 14,912,495 Shares Issued, respectively. . . . . . . . . . 120,290 119,872 Accumulated Deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,828) (50,072) Treasury Shares at Cost, 1,522,649 Shares. . . . . . . . . . . . . . . . . (7,366) (7,366) ---------- ---------- Total Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . 62,096 62,434 ---------- ---------- Total Liabilities and Shareholders' Equity . . . . . . . . . . . . . . . . $ 222,318 $ 222,590 ========== ========== <FN> The accompanying notes are an integral part of the consolidated financial statements. BANYAN STRATEGIC REALTY TRUST Consolidated Statements of Operations For the Six Months Ended June 30, 1999 and 1998 (Unaudited) (Dollars in thousands, except per share data) 1999 1998 ---------- ---------- REVENUE Rental Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,334 $ 16,003 Operating Cost Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . 1,921 1,570 Miscellaneous Tenant Income. . . . . . . . . . . . . . . . . . . . . . . . . . 570 533 Income on Investments and Other Income . . . . . . . . . . . . . . . . . . . . 86 115 ---------- ---------- Total Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,911 18,221 ---------- ---------- EXPENSES Property Operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,643 2,711 Repairs and Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,272 1,876 Real Estate Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,473 1,239 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,779 4,230 Ground Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 465 470 Depreciation and Amortization. . . . . . . . . . . . . . . . . . . . . . . . . 3,234 2,305 General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . 2,194 2,176 Amortization of Deferred Financing Costs . . . . . . . . . . . . . . . . . . . 131 141 ---------- ---------- Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,191 15,148 Income Before Minority Interest and Extraordinary Item . . . . . . . . . . . . . 2,720 3,073 Minority Interest in Consolidated Partnerships . . . . . . . . . . . . . . . . . (255) (298) ---------- ---------- Income Before Extraordinary Item . . . . . . . . . . . . . . . . . . . . . . . . 2,465 2,775 Extraordinary Item, Net of Minority Interest of $25. . . . . . . . . . . . . . . -- (141) ---------- ---------- Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,465 $ 2,634 ========== ========== BANYAN STRATEGIC REALTY TRUST Consolidated Statements of Operations - CONTINUED 1999 1998 ---------- ---------- Earnings Per Share of Beneficial Interest - Basic: Income Before Extraordinary Item . . . . . . . . . . . . . . . . . . . . . . . $ 0.18 $ 0.21 ========== ========== Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.18 $ 0.20 ========== ========== Earnings Per Share of Beneficial Interest - Assuming Dilution: Income Before Extraordinary Item . . . . . . . . . . . . . . . . . . . . . . . $ 0.18 $ 0.20 ========== ========== Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.18 $ 0.19 ========== ========== <FN> The accompanying notes are an integral part of the consolidated financial statements. BANYAN STRATEGIC REALTY TRUST Consolidated Statements of Operations For the Three Months Ended June 30, 1999 and 1998 (Unaudited) (Dollars in thousands, except per share data) 1999 1998 ---------- ---------- REVENUE Rental Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,138 $ 8,449 Operating Cost Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . 923 814 Miscellaneous Tenant Income. . . . . . . . . . . . . . . . . . . . . . . . . . 382 342 Income on Investments and Other Income . . . . . . . . . . . . . . . . . . . . 40 52 ---------- ---------- Total Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,483 9,657 ---------- ---------- EXPENSES Property Operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,317 1,352 Repairs and Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,126 963 Real Estate Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 698 686 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,889 2,370 Ground Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230 231 Depreciation and Amortization. . . . . . . . . . . . . . . . . . . . . . . . . 1,650 1,244 General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . 1,139 1,142 Amortization of Deferred Financing Costs . . . . . . . . . . . . . . . . . . . 66 69 ---------- ---------- Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,115 8,057 Income Before Minority Interest and Extraordinary Item . . . . . . . . . . . . . 1,368 1,600 Minority Interest in Consolidated Partnerships . . . . . . . . . . . . . . . . . (141) (182) ---------- ---------- Income Before Extraordinary Item . . . . . . . . . . . . . . . . . . . . . . . . 1,227 1,418 Extraordinary Item, Net of Minority Interest of $25. . . . . . . . . . . . . . . -- (141) ---------- ---------- Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,227 $ 1,277 ========== ========== BANYAN STRATEGIC REALTY TRUST Consolidated Statements of Operations - CONTINUED 1999 1998 ---------- ---------- Earnings Per Share of Beneficial Interest - Basic: Income Before Extraordinary Item . . . . . . . . . . . . . . . . . . . . . . . $ 0.09 $ 0.11 ========== ========== Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.09 $ 0.10 ========== ========== Earnings Per Share of Beneficial Interest - Diluted: Income Before Extraordinary Item . . . . . . . . . . . . . . . . . . . . . . . $ 0.09 $ 0.10 ========== ========== Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.09 $ 0.09 ========== ========== <FN> The accompanying notes are an integral part of the consolidated financial statements. BANYAN STRATEGIC REALTY TRUST Consolidated Statement of Shareholders' Equity For the Six Months Ended June 30, 1999 (Unaudited) (Dollars in thousands) Shares of Beneficial Interest ---------------------------- Accumulated Treasury Shares Amount Deficit Shares Total ----------- ----------- ----------- ----------- ----------- Shareholders' Equity, January 1, 1999 . . . . . 14,912,495 $ 119,872 $ (50,072) $ (7,366) $ 62,434 Issuance of Shares, net of issuance costs. . 81,057 418 -- -- 418 Net Income . . . . . . . . -- -- 2,465 -- 2,465 Distributions Paid . . . . -- -- (3,221) -- (3,221) ---------- ---------- ---------- ---------- ---------- Shareholders' Equity, June 30, 1999. . . . . . 14,993,552 $ 120,290 $ (50,828) $ (7,366) $ 62,096 ========== ========== ========== ========== ========== <FN> The accompanying notes are an integral part of the consolidated financial statements. BANYAN STRATEGIC REALTY TRUST Consolidated Statements of Cash Flows For the Six Months Ended June 30, 1999 and 1998 (Unaudited) (Dollars in thousands) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,465 $ 2,634 Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: Extraordinary Items, Net of Minority Interest. . . . . . . . . . . . . . . . . -- 141 Depreciation and Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . 3,365 2,446 Minority Interest in Consolidated Partnerships . . . . . . . . . . . . . . . . . 255 298 Net Change In: Restricted Cash - Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . (726) (1,095) Interest and Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . 264 (97) Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (786) (601) Accounts Payable and Accrued Expenses. . . . . . . . . . . . . . . . . . . . . (409) 417 Accrued Interest Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 307 Accrued Real Estate Taxes Payable. . . . . . . . . . . . . . . . . . . . . . . 963 990 Unearned Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207 625 Security Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 575 ---------- ---------- Net Cash Provided By Operating Activities. . . . . . . . . . . . . . . . . . . . 5,662 6,640 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Real Estate Assets. . . . . . . . . . . . . . . . . . . . . . . -- (37,661) Additions to Investment in Real Estate . . . . . . . . . . . . . . . . . . . . (2,592) (2,057) Earnest Money Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (500) Restricted Cash - Capital Improvements . . . . . . . . . . . . . . . . . . . . (325) (300) ---------- ---------- Cash Used In Investing Activities . . . . . . . . . . . . . . . . . . . . . . . (2,917) (40,518) ---------- ---------- BANYAN STRATEGIC REALTY TRUST Consolidated Statements of Cash Flows - CONTINUED 1999 1998 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds From Bonds and Loans Payable. . . . . . . . . . . . . . . . . . . . . -- 88,450 Investments From Minority Partners . . . . . . . . . . . . . . . . . . . . . . -- 687 Distributions to Minority Partners . . . . . . . . . . . . . . . . . . . . . . (188) (173) Deferred Financing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) (782) Principal Payments on Mortgage Loans and Bonds Payable . . . . . . . . . . . . (826) (51,783) Prepayment Penalties on Early Extinguishment of Debt . . . . . . . . . . . . . -- (136) Distributions Paid to Shareholders . . . . . . . . . . . . . . . . . . . . . . (3,221) (2,916) Shares Issued, Net of Issuance Costs . . . . . . . . . . . . . . . . . . . . . 418 377 ---------- ---------- Net Cash Provided By (Used In) Financing Activities . . . . . . . . . . . . . . (3,822) 33,724 ---------- ---------- Net Decrease In Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . (1,077) (154) Cash and Cash Equivalents at Beginning of Period . . . . . . . . . . . . . . . . 3,731 4,429 ---------- ---------- Cash and Cash Equivalents at End of Period . . . . . . . . . . . . . . . . . . . $ 2,654 $ 4,275 ========== ========== Supplemental Disclosure of Cash Flow Information: Interest Paid During the Period. . . . . . . . . . . . . . . . . . . . . . . . $ 5,718 $ 3,923 ========== ========== Supplemental Disclosure of Non-Cash Financing Activity: Financing Assumed Upon Acquisition of Real Estate. . . . . . . . . . . . . . . $ -- $ 3,675 ========== ========== <FN> The accompanying notes are an integral part of the consolidated financial statements. BANYAN STRATEGIC REALTY TRUST Notes to Consolidated Financial Statements June 30, 1999 (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, 1998 which are included in the Trust's 1998 Form 10-K, as certain footnote disclosures which would substantially duplicate those contained in such audited statements have been omitted from this report. RECLASSIFICATIONS Certain reclassifications have been made to the previously reported 1998 consolidated financial statements in order to provide comparability with the 1999 consolidated financial statements. These reclassifications have not changed the 1998 results. In the opinion of management, all adjustments necessary for a fair presentation have been made to the accompanying consolidated financial statements as of June 30, 1999. All adjustments made to the financial statements, as presented, are of a normal recurring nature to the Trust. 2. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the six months ended June 30, 1999 and 1998: Six Months Ended ------------------------ 6/30/99 6/30/98 ---------- ---------- Numerator: Income Before Extraordinary Item . . . . . $ 2,465 $ 2,775 Extraordinary Item, Net of Minority Interest. . . . . . . . . . . . -- (141) ---------- ---------- Net Income . . . . . . . . . . . . . . . $ 2,465 $ 2,634 ========== ========== Denominator: Denominator for basic earnings per weighted-average shares. . . . . . . . 13,428,444 13,267,394 Effect of dilutive securities: Employee stock options . . . . . . . . . 5,968 33,749 Convertible debt . . . . . . . . . . . . -- 608,562 ---------- ---------- Dilutive potential common shares . . . . . 5,968 642,311 Denominator for diluted earnings per share-adjusted weighted-average shares and assumed conversions . . . . 13,434,412 13,909,705 ========== ========== Six Months Ended ------------------------ 6/30/99 6/30/98 ---------- ---------- Basic Earnings Per Share: Income Before Extraordinary Item . . . . . $ 0.18 $ 0.21 Extraordinary Item, Net of Minority Interest. . . . . . . . . . . . -- (0.01) ---------- ---------- Net Income . . . . . . . . . . . . . . . $ 0.18 $ 0.20 ========== ========== Diluted Earnings Per Share: Income Before Extraordinary Item . . . . . $ 0.18 $ 0.20 Extraordinary Item, Net of Minority Interest. . . . . . . . . . . . -- (0.01) ---------- ---------- Net Income . . . . . . . . . . . . . . . $ 0.18 $ 0.19 ========== ========== The following table sets forth the computation of basic and diluted earnings per share for the three months ended June 30, 1999 and 1998: Three Months Ended ------------------------ 6/30/99 6/30/98 ---------- ---------- Numerator: Income Before Extraordinary Item . . . . . $ 1,227 $ 1,418 Extraordinary Item, Net of Minority Interest. . . . . . . . . . . . -- (141) ---------- ---------- Net Income . . . . . . . . . . . . . . . $ 1,227 $ 1,277 ========== ========== Denominator: Denominator for basic earnings per weighted-average shares. . . . . . . . . 13,449,337 13,283,195 Effect of dilutive securities: Employee stock options . . . . . . . . . 6,380 43,889 Convertible debt . . . . . . . . . . . . -- 762,397 ---------- ---------- Dilutive potential common shares . . . . . 6,380 806,286 Denominator for diluted earnings per share-adjusted weighted-average shares and assumed conversions . . . . . 13,455,717 14,089,481 ========== ========== Basic Earnings Per Share: Income Before Extraordinary Item . . . . . $ 0.09 $ 0.11 Extraordinary Item, Net of Minority Interest. . . . . . . . . . . . -- (0.01) ---------- ---------- Net Income . . . . . . . . . . . . . . . $ 0.09 $ 0.10 ========== ========== Diluted Earnings Per Share: Income Before Extraordinary Item . . . . . $ 0.09 $ 0.10 Extraordinary Item, Net of Minority Interest. . . . . . . . . . . . -- (0.01) ---------- ---------- Net Income . . . . . . . . . . . . . . . $ 0.09 $ 0.09 ========== ========== 3. BUSINESS SEGMENTS The Trust acquires and operates real estate properties located principally in the Midwest and Southeast United States. The Trust has four operating segments corresponding to the four property types comprising its real estate assets: flex/industrial, office, residential and retail. As of June 30, 1999, the flex/industrial segment consisted of thirteen complexes with long-term leases to approximately 210 tenants; the office segment consisted of fourteen office sites with long-term leases to approximately 270 tenants; the residential segment consisted of four apartment complexes with 864 units leased principally for six months; and the retail segment consisted of one retail center with long-term leases to approximately 50 tenants. The Trust's long-term tenants are in a variety of businesses and no individual tenant is significant to the Trust's business when considered as a whole. Information by business segments is set forth below: Three Months Ended Six Months Ended June 30, June 30, -------------------- -------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Revenue Flex/Industrial. . . . . $ 2,852 $ 2,702 $ 5,588 $ 4,663 Office. . . . . . . . . 5,352 4,731 10,696 9,070 Residential. . . . . . . 1,103 1,043 2,158 2,095 Retail . . . . . . . . . 1,152 1,149 2,423 2,329 Corporate/Other. . . . . 24 32 46 64 -------- -------- -------- -------- $ 10,483 $ 9,657 $ 20,911 $ 18,221 ======== ======== ======== ======== Income (Loss) Before Extraordinary Item Flex/Industrial. . . . . $ 640 $ 922 $ 1,168 $ 1,739 Office . . . . . . . . . 1,375 1,365 2,696 2,624 Residential. . . . . . . 219 177 421 373 Retail . . . . . . . . . 137 99 387 244 Corporate/Other. . . . . (1,144) (1,145) (2,207) (2,205) -------- -------- -------- -------- $ 1,227 $ 1,418 $ 2,465 $ 2,775 ======== ======== ======== ======== As of As of Decem- June 30, ber 31, 1999 1998 -------- -------- Total Assets Flex/Industrial. . . . . $ 74,303 $ 74,513 Office . . . . . . . . . 105,724 105,049 Residential. . . . . . . 20,891 21,038 Retail . . . . . . . . . 18,387 18,359 Corporate/Other. . . . . 3,013 3,631 -------- -------- $222,318 $222,590 ======== ======== Three Months Ended Six Months Ended June 30, June 30, -------------------- -------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Depreciation and Amortization Flex/Industrial. . . . . $ 549 $ 413 $ 1,093 $ 720 Office . . . . . . . . . 823 556 1,589 1,044 Residential. . . . . . . 143 133 284 262 Retail . . . . . . . . . 135 132 268 264 Corporate/Other. . . . . -- 10 -- 15 -------- -------- -------- -------- $ 1,650 $ 1,244 $ 3,234 $ 2,305 ======== ======== ======== ======== Interest Flex/Industrial. . . . . $ 889 $ 669 $ 1,774 $ 1,007 Office . . . . . . . . . 1,372 1,059 2,746 1,920 Residential. . . . . . . 296 300 594 601 Retail . . . . . . . . . 332 335 665 671 Corporate/Other. . . . . -- 7 -- 31 -------- -------- -------- -------- $ 2,889 $ 2,370 $ 5,779 $ 4,230 ======== ======== ======== ======== Additions to Investment in Real Estate Flex/Industrial. . . . . $ 520 $ 26,014 $ 926 $ 26,101 Office . . . . . . . . . 402 7,627 1,460 17,048 Residential. . . . . . . 89 98 167 182 Retail . . . . . . . . . 34 13 39 62 -------- -------- -------- -------- $ 1,045 $ 33,752 $ 2,592 $ 43,393 ======== ======== ======== ======== 4. SUBSEQUENT EVENTS Distributions On July 7, 1999, the Trust declared a cash distribution for the quarter ended June 30, 1999 of $0.12 per share payable August 20, 1999 to shareholders of record on July 20, 1999. Financing On May 22, 1998, the Trust entered into a $7,700 loan agreement ("Pool B Loan") with the Capital Company of America ("CCA"). On June 11, 1999, CCA had the ability to require that the Trust either repay a portion of Pool B Loan or add additional collateral to the pool if the ratio of net operating income of the properties securing the loan to the principal and interest on the loan was less than 1.65: 1.00 for the twelve months following that date. On June 17, 1999, in exchange for increasing the annual interest rate on the loan from 7.07% to 7.12%, CCA agreed to extend the date of this measurement of loan coverage to July 11, 1999. On August 4, 1999, CCA sold its rights, title, and interest in the Pool B Loan to CDC Mortgage Capital, Inc. ("CDC"). On August 10, 1999, the Trust agreed to pay $154 as a prepayment deposit and entered into an agreement with CDC whereby the Trust is required to repay the outstanding loan balance by October 11, 1999 in exchange for the full release of the collateral property. In the event that the Trust is unable to secure financing to repay the loan by October 11, 1999, the prepayment deposit will be forfeited and the interest rate on the loan will increase from 7.12% to 7.62%. In addition, CDC agreed to waive its right to require the Trust to reduce the principal of the loan or add additional collateral to the pool. 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; . lack of operating history associated with recent acquisitions; . potential inability to raise capital by either equity or debt; . potential inability to repay or refinance indebtedness at maturity; . increases in interest rates; . competition for property acquisitions; . adverse consequences of failure to qualify as a REIT; and . possible environmental liabilities. Actual results could differ materially from those projected in these forward-looking statements. See "Managements's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors" in the annual report on Form 10-K for the year ended December 31, 1998 for a more complete discussion. We are a self-administered infinite life real estate investment trust ("REIT"), organized as a Massachusetts business trust, that acquires, owns and operates primarily office and flex/industrial properties. We operate principally through BSRT UPREIT Limited Partnership, referred to as the Operating Partnership, and its subsidiaries, and BSRT UPREIT Corp., the General Partner of the Operating Partnership. As of June 30, 1999, we were the sole owner of both BSRT UPREIT Limited Partnership and BSRT UPREIT Corp. We have historically centered our acquisition activities on certain major metropolitan areas such as Atlanta, Georgia and Chicago, Illinois as well as smaller markets such as Huntsville, Alabama; Louisville, Kentucky; Memphis, Tennessee; and Orlando, Florida. Because we consider ourselves an "opportunistic" investor, we may expand our target areas to include other cities or regions in the continental United States that exhibit characteristics similar to our existing market areas. We believe that each of the market areas where we currently own or would consider owning is characterized by stable or increasing population and employment. We believe economic growth in these markets will lead to an increase in the demand for office and industrial space. Our goal is to maximize the value of our shareholders' investment through growth in Funds from Operations and Funds Available for Distribution (as defined below). We seek to accomplish this goal through a combination of internal growth achieved by carefully and aggressively managing our assets, external growth achieved by making attractive acquisitions, selectively disposing of properties and strategically managing our debt structure. RESULTS OF OPERATIONS As of June 30, 1999, we owned individually, or, in some cases through joint ventures, thirty-two properties consisting of: . thirteen flex/industrial properties totaling 1,841,000 rentable square feet; . fourteen office properties totaling 1,545,600 rentable square feet; . four apartment complexes containing 864 units; . one retail center which contains 321,600 rentable square feet. COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 TO SIX MONTHS ENDED JUNE 30, 1998 During the six months ended June 30, 1999 and 1998 our net income totaled approximately $2.5 million ($0.18 per basic common share) and approximately $2.6 million ($0.20 per basic common share), respectively. The approximate $0.1 million decrease resulted primarily from expense growth of approximately $3.1 million reduced by revenue growth of approximately $2.7 million. In particular, our total revenues increased by approximately $2.7 million or 14.8% to approximately $20.9 million from approximately $18.2 million, due to an increase in the number of properties that we own. On a "same-store" basis (comparing the results of operations of the properties owned during the entire six months ended June 30, 1999 with the results of the same properties owned during the entire six months ended June 30, 1998), total revenues decreased by approximately $0.7 million. This decrease was caused by a decrease in the occupancy at three of our properties, the Lexington Business Center, Elmhurst Metro Court, and Airways Plaza Office Center. These properties were 54%, 60%, and 24% occupied at June 30, 1999, respectively, compared to 93%, 74%, and 100% occupancy levels at June 30, 1998. The occupancy at these three properties, as well as for our overall portfolio, was lower than our historical levels as a result of the termination of several leases during 1998 and 1999. Our ability to achieve "same-store" growth in revenue in the future will be dependent on the time it takes to re-lease these and future vacant spaces and the rental rates at which we obtain new tenants. Furthermore, property acquisitions completed during 1998 significantly contributed to our revenue growth in the six months ended June 30, 1999. Our ability to make acquisitions in the future will depend upon our ability to raise additional equity through realizing gains on the sale of properties, selling additional shares of beneficial interest and/or issuing operating partnership units in the Operating Partnership. Our total expenses increased by approximately $3.1 million primarily due to an increase in the number of properties that we own. Our total operating expenses, which include property operating, repairs and maintenance, real estate taxes, and ground lease increased by approximately $0.6 million to approximately $6.9 million from approximately $6.3 million in 1998. On a "same-store" basis, total operating expenses decreased by approximately $0.2 million or 3.4% to approximately $5.7 million from approximately $5.9 million. Interest expense increased by approximately $1.6 million from approximately $4.2 million to approximately $5.8 million, primarily due to an increase in the amount we have borrowed in connection with the acquisitions that we completed in 1998. Depreciation and Amortization expense increased by approximately $0.9 million from approximately $2.3 million to approximately $3.2 million which accounts for the remaining increase in total expenses. COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 TO THREE MONTHS ENDED JUNE 30, 1998 During the three months ended June 30, 1999 and 1998 our net income totaled approximately $1.2 million ($0.09 per basic common share) and approximately $1.3 million ($0.10 per basic common share), respectively. The approximate $0.1 million decrease resulted primarily from expense growth of approximately $1.1 million reduced by revenue growth of approximately $0.8 million. In particular, our total revenues increased by approximately $0.8 million or 8.2% to approximately $10.5 million from approximately $9.7 million, due to an increase in the number of properties that we own. On a "same-store" basis (comparing the results of operations of the properties owned during the entire three months ended June 30, 1999 with the results of the same properties owned during the entire three months ended June 30, 1998), total revenues decreased by approximately $0.3 million. This decrease was caused by a decrease in the occupancy at three of our properties, the Lexington Business Center, Elmhurst Metro Court, and Airways Plaza Office Center. These properties were 54%, 60%, and 24% occupied at June 30, 1999, respectively, compared to 93%, 74%, and 100% occupancy levels at June 30, 1998. The occupancy at these three properties, as well as for our overall portfolio, was lower than our historical levels as a result of the termination of several leases during 1998 and 1999. Our ability to achieve "same-store" growth in revenue in the future will be dependent on the time it takes to re-lease these and future vacant spaces and the rental rates at which we obtain new tenants. Furthermore, property acquisitions completed during 1998 significantly contributed to our revenue growth in the three months ended June 30, 1999. Our ability to make acquisitions in the future will depend upon our ability to raise additional equity through realizing gains on the sale of properties, selling additional shares of beneficial interest and/or issuing operating partnership units in the Operating Partnership. Our total expenses increased by approximately $1.1 million primarily due to an increase in the number of properties that we own. Our total operating expenses increased by approximately $0.2 million to approximately $3.4 million from approximately $3.2 million in 1998. On a "same-store" basis, total operating expenses decreased by approximately $0.1 million or 3.2% to approximately $3.0 million from approximately $3.1 million. Interest expense increased by approximately $0.5 million from approximately $2.4 million to approximately $2.9 million, primarily due to an increase in the amount we have borrowed in connection with the acquisitions that we completed in 1998. Depreciation and Amortization expense increased by approximately $0.4 million from approximately $1.2 million to approximately $1.6 million which accounts for the remaining increase in total expenses. LIQUIDITY AND CAPITAL RESOURCES We expect to fund our short-term liquidity needs, including recurring capital expenditures, from our working capital (including the restricted cash which is available for capital expenditures, real estate taxes and insurance), and from income derived primarily from our property operations. We anticipate using these monies to fund periodic tenant-related capital expenditures and other capital improvements. We believe that our Funds Available for Distribution (as defined below) will be sufficient for the twelve months after the date of this report to pay quarterly distributions of $0.12 per common share. We expect to fund our long-term liquidity needs, including monies required to acquire and develop property and funds necessary for other non- recurring capital improvements, from long-term secured and unsecured debt and through issuing debt or equity securities, including issuing units in the Operating Partnership in exchange for properties. We do not, however, have any plans to do so in the near future and we may not be able to borrow additional monies or sell additional equity in the future. We expect that we will fund a portion of the cost of buying and improving properties in the future by borrowing under our credit facilities or by mortgaging properties we acquire. At June 30, 1999, our assets totaled approximately $222.3 million, a decrease of approximately $0.3 million from total assets at December 31, 1998 of approximately $222.6 million. Our liabilities totaled approximately $158.0 million at June 30, 1999 and December 31, 1998. Our shareholders equity decreased by approximately $0.3 million to approximately $62.1 million at June 30, 1999 from approximately $62.4 million at December 31, 1998. Cash and cash equivalents consist of cash and short-term investments. Our cash and cash equivalents balance was approximately $2.7 million at June 30, 1999 and approximately $3.7 million at December 31, 1998. The decrease in total cash and cash equivalents resulted from using approximately $2.9 million in investing activities and approximately $3.8 million in financing activities, while receiving approximately $5.7 million from operating activities. Cash Flows From Operating Activities: Net cash provided by operating activities decreased by approximately $0.9 million for the six months ended June 30, 1999 to approximately $5.7 million from approximately $6.6 million in 1998. This decrease is primarily due to period to period changes in certain assets and liabilities including restricted cash, other assets, accounts payable and other assets and liabilities effecting operating activities. Net income adjusted for extraordinary items, depreciation and amortization and minority interest increased by approximately $0.6 million to approximately $6.1 million from approximately $5.5 million for the six months ended June 30, 1999 and 1998, respectively. See Results of Operations above for further discussion of the operations of our real estate assets. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a standard known as "Funds from Operations", or "FFO" for short, which it believes more accurately reflects the operating property performance of a REIT such as our company. As defined by NAREIT, FFO means net income computed in accordance with generally accepted accounting principles ("GAAP"), less extraordinary, unusual and nonrecurring items, excluding gains (or losses) from debt restructuring and sales of property plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures in which the REIT holds an interest. We have adopted the NAREIT definition for computing FFO because we believe that, subject to the following limitations, FFO provides a basis for comparing the performance and operations of a REIT such as our company. The calculation of FFO may vary from entity to entity in that capitalization and expense policies may vary from entity to entity. Items which are capitalized do not decrease FFO whereas items that are expensed decrease FFO. As such, our presentation of FFO may not be comparable to other similarly titled measures presented by other REIT's. We do not intend for FFO to be an alternative to Net Income as an indication of our performance nor an alternative to Cash Flows from Operating Activities (as calculated in accordance with GAAP) as a measure of our capacity to pay distributions. For the six months ended June 30, 1999 and 1998, our properties generated FFO of approximately $5.6 million and $4.9 million, respectively. FFO increased on a year to year basis due primarily to an increase in the number of properties owned from period to period. FFO for the six months ended June 30, 1999 and 1998 is calculated as follows: 1999 1998 -------- -------- (Dollars in thousands) Net Income . . . . . . . . . . . . . . . . . . $ 2,465 $ 2,634 Plus: Depreciation and Amortization Expense . . . 3,234 2,290 Less: Minority Interest Share of Depreciation and Amortization Expense . . . . . . . . . . . (148) (143) Extraordinary Item, Net of Minority Interest . . . . . . . . . . . . . . . . . . -- 141 -------- -------- Funds From Operations. . . . . . . . . . . . . $ 5,551 $ 4,922 ======== ======== Cash Flows Provided By (Used For): Operating Activities . . . . . . . . . . . . $ 5,662 $ 6,640 Investing Activities . . . . . . . . . . . . $ (2,917) $(40,518) Financing Activities . . . . . . . . . . . . $ (3,822) $ 33,724 Our ability to pay any distribution is influenced by the amount of money that we have available to distribute known as Funds Available for Distribution or "FAD" for short. The amount of FAD is dependent upon, among other things: . sustaining the operating performance of our existing real estate investments through scheduled increases in base rents under existing leases and through general improvement in the real estate markets where our properties are located; . the operating performance of future acquisitions; and . our level of operating expenses. FAD is calculated by increasing or decreasing FFO to give effect to items such as the impact of straight-lining rents, lease commissions paid and normalized reserves for capital improvements. The capital reserve is $0.075 per square foot for flex/industrial properties, $0.10 per square foot for office properties, $0.15 per square foot for retail property and $200 per residential unit. FAD for the six months ended June 30, 1999 and 1998 is calculated as follows: 1999 1998 -------- -------- (Dollars in thousands) Funds From Operations. . . . . . . . . . . . . $ 5,551 $ 4,922 Straight-line Rents. . . . . . . . . . . . . . (81) (180) Lease Commissions. . . . . . . . . . . . . . . (567) (367) Capital Reserve. . . . . . . . . . . . . . . . (256) (236) -------- -------- Funds Available for Distribution . . . . . . . $ 4,647 $ 4,139 ======== ======== Cash Flows From Investing Activities: During the six months ended June 30, 1999, we used approximately $2.9 million in investing activities compared to approximately $40.5 million in the same period in 1998. Cash flow was primarily used during the six months ended June 30, 1999 to make capital improvements at our various properties in the amount of approximately $2.6 million. In comparison, during the same period in 1998, we acquired three office and five flex/industrial properties for a total of approximately $37.7 million and made capital improvements in the amount of approximately $2.1 million. Cash Flows From Financing Activities: During the six months ended June 30, 1999, financing activities used approximately $3.8 million compared to receiving approximately $33.7 million in the same period in 1998. During the six months ended June 30, 1999, we used cash primarily to pay distributions to shareholders of approximately $3.2 million and make principal payments on mortgage loans and bonds payable of approximately $0.8 million. The cash flows provided by financing activities for the six months ended June 30, 1998 resulted primarily from approximately $36.7 million of net proceeds from bonds and mortgage loans reduced by distributions paid to shareholders of approximately $2.9 million. IMPACT OF THE YEAR 2000 The Year 2000 issue, or Y2K for short, is the result of computer programs utilizing two digits rather than four digits to define the applicable year. Any of our computer programs or hardware that have date- sensitive software or embedded chips may therefore recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or in miscalculations causing disruptions of real estate operations, such as the functioning of property mechanical systems, and other activities, such as a temporary inability to process transactions, generate invoices or reports, manage our portfolio, comply with regulatory requirements or engage in similar normal business activities. We have formed a Y2K Compliance Committee consisting of at least one representative from each of our departments: legal, accounting, asset management, investor relations and acquisitions. Our Y2K Compliance Committee, in accordance with the Year 2000 Information and Readiness Disclosure Act, has formulated the following Year 2000 Readiness Disclosure: We believe that the members of our committee, drawing upon their various disciplines and resources available to them through professional organizations and contacts, will collectively be able to formulate the necessary initial questionnaires and inquiries described below and to develop a comprehensive plan for testing and evaluating responses to our inquiries. Our committee will, as circumstances dictate, retain third party consultants and professionals to assist it in evaluating technical issues or making strategic recommendations for remedial action, if necessary. We have established a plan for assessing and mitigating our exposure to Y2K matters. The plan consists of several elements including a complete upgrade of our computer hardware and software programs; assessing Y2K compliance programs at each property and each property's reliance on computer programs in operations; and inquiry and dialogue with our significant suppliers, vendors and tenants as to their Y2K compliance initiatives. We have upgraded our networking, financial analysis, general ledger and accounts payable software programs in order to minimize the potential impact of Y2K at our headquarters. In addition, we expect to complete testing procedures that will ensure that all upgraded systems will operate subsequent to December 31, 1999. These testing procedures will include simulating operating all systems at a date after December 31, 1999. As of June 30, 1999, we have expended $47,000 on Y2K compliance issues. The vast majority of these funds have been expended on the network and computer software upgrades. We anticipate a total expenditure of less than $75,000 on Y2K compliance at our corporate headquarters. Based solely upon preliminary discussions with our ten property managers, we do not presently anticipate significant expenses at the property level. However, if there are significant expenditures at the property level, we will revise our projection of Y2K related costs. We are also assessing the operations at each of our properties in an effort to diagnose the impact that Y2K may have on property operations, particularly mechanical systems. We anticipate completing this assessment in the third quarter of 1999. At this time, we are gathering information to evaluate what, if any, remedial action will be necessary and the potential costs associated with the action. We rely on various third parties to provide property level and other administrative functions. We have sent a questionnaire to each of our property managers inquiring about their ability to address the effect of the Y2K issue on their own operations. To date, we have received responses from all of our ten property managers. Of the ten property managers, seven have systems that, in their view, are Y2K compliant; two are substantially compliant and one expects to be compliant by the third quarter of 1999. We intend to further verify and test each significant property manager's compliance by the third quarter of 1999. The computerized aspect of the relationship between us and our property managers is most prevalent in the accounting and reporting functions from the property level to our headquarters. We believe that the potential impact of a non-compliant property manager is minimized because we have the right to cancel our property management contracts generally on 30-day notice at no cost to us. Therefore, any property managers who may not be Y2K compliant can be replaced with a manager that has Y2K compliant systems. In spite of the above steps to verify Y2K compliance, if any property manager is unable to perform accounting functions after December 31, 1999, we expect to have the internal capability to process all accounting transactions and to produce financial statements needed to manage the properties and comply with our reporting requirements. We have also received Y2K reports from our payroll processing service provider, our transfer agent and our principal bank. Our payroll service provider has represented that it processes our payroll using Y2K compliant software. Our principal bank represented that as of December 31, 1998, its Y2K renovation and testing of its systems was substantially complete. The remaining Y2K related system changes as well as external testing and contingency planning were expected to be completed by June 30, 1999. We have not received an update from our bank as to whether or not they met this deadline. Our transfer agent has represented that all of its "mission critical" systems and nearly all of its "non-mission critical" systems have been tested for Y2K readiness. Furthermore, it continues to develop Business Resumption Contingency Plans for each line of its business that will ensure operations will continue with minimum disruption. We are also in the process of contacting our other service providers and vendors to ascertain their ability to continue to provide goods and services to us. We are developing a mechanism to continue the review and assessment of service providers and vendors on a regular basis until circumstances no longer warrant monitoring. Other than described above, the future success of our operations is not closely tied to any one third party vendor, supplier or service provider. As such, if any of these third parties fails to conduct business due to Y2K related problems, we expect to be able to contract with other third parties without experiencing any material disruption of our operations or financial condition. We cannot quantify the potential costs and uncertainties associated with potential Y2K program flaws at this time as they may relate to other organizations that we rely upon but we do not anticipate that the effect of this potential computer program flaw upon our operations will be significant. As of June 30, 1999, we had over 500 tenants. Our ten (10) largest tenants account for approximately twenty percent (20%) of our total projected revenues for 1999 based on properties owned as of June 30, 1999. Because of our broad tenant base, our future operations, particularly our ability to collect rent, is not closely tied to the ability of any one particular tenant to pay rent or other charges. We currently believe that there will not be a material adverse effect upon our operations or financial condition if any one tenant or small group of tenants ceases to conduct business (and pay rent) or is simply unable to pay rent on a timely-basis due to Y2K problems. However, if a large number of tenants, particularly several of the ten largest tenants, fail to pay rent for an extended period of time, our cash flow may be adversely effected. During the first quarter of 1999, we initiated contact with our 68 largest tenants to survey their plans to address Y2K related issues. This sampling includes all tenants whose annual rental payments are greater than $100,000. As of June 30, 1999, we have received responses from 27 of these tenants with 14 reporting compliance and the remainder indicating testing in progress or other non-committal responses. We have formulated a contingency plan to address potential failures: - at our home office; - at our properties; - regarding our property managers; - regarding our tenants; - regarding our suppliers and vendors. - regarding communicating with our officers and Trustees. We focused our efforts on determining a contingency plan for what we believe to be the most likely worst case scenario - an isolated failure in one or two of the categories described above. For example, there is the possibility that we may be unable to provide an adequate working environment for some of our tenants due to the failure of building mechanical, life safety or security systems. Furthermore, the worst case scenario includes Y2K problems inhibiting our ability to collect rent or preventing some of our tenants from paying rent caused by Y2K issues unrelated to property operations. We could be subject to litigation for failing to provide an adequate working environment for our tenants as a result of Y2K computer system disruptions. More immediately, the tenants may cease paying rent which could impact our cash flow. The amount of potential liability and lost revenue cannot be reasonably estimated at this time. We have not focused our contingency planning on a "doomsday" scenario in which a near-universal malfunction of computers would have a sweeping effect upon all businesses. It is unlikely that any planning we could presently formulate would assist in the vast recovery process necessitated by this event. OTHER INFORMATION As of June 30, 1999, we owned interests, directly or indirectly through our wholly owned subsidiaries, in the properties set forth in the table below: BANYAN STRATEGIC REALTY TRUST Portfolio Summary June 30, 1999 Scheduled Lease Expirations Occu- ------------------------------- Date Square pancy After Acquired Footage % 1999 2000 2001 2001 -------- ------- -------- ---- ---- ---- ----- FLEX/INDUSTRIAL Milwaukee Industrial Properties Milwaukee, WI. . . . . . . . . 4/30/93 235,800 94% 18% 20% 11% 45% Elmhurst Metro Court Elmhurst, IL . . . . . . . . . 11/30/93 140,800 60% 15% 6% 30% 9% Willowbrook Industrial Court Willowbrook, IL. . . . . . . . 6/16/95 84,300 91% 12% 23% 15% 41% Quantum Business Centre Louisville, KY . . . . . . . . 9/26/95 182,300 83% 12% 23% 18% 30% Lexington Business Center Lexington, KY. . . . . . . . . 12/05/95 308,800 54% 2% 16% 10% 26% Newtown Business Center Lexington, KY. . . . . . . . . 12/05/95 87,100 79% 33% 4% 18% 24% 6901 Riverport Drive Louisville, KY . . . . . . . . 11/19/96 322,100 100% 0% 45% 0% 55% Avalon Ridge Business Park Norcross, GA . . . . . . . . . 4/24/98 57,400 100% 0% 0% 0% 100% Tower Lane Business Park Bensenville, IL. . . . . . . . 4/27/98 95,900 94% 23% 33% 15% 23% Metric Plaza Winter Park, FL. . . . . . . . 4/30/98 32,000 100% 0% 0% 0% 100% Park Center Orlando, FL. . . . . . . . . . 4/30/98 47,400 59% 0% 9% 25% 25% Scheduled Lease Expirations Occu- ------------------------------- Date Square pancy After Acquired Footage % 1999 2000 2001 2001 -------- ------- -------- ---- ---- ---- ----- University Corporate Center Winter Park, FL. . . . . . . . 4/30/98 127,800 100% 10% 49% 18% 23% Johns Creek Office and Industrial Park Duluth and Suwanee, GA . . . . 8/14/98 119,300 100% 0% 0% 50% 50% --------- ---- ---- ---- ---- ---- Sub-total. . . . . . . . . 1,841,000 84% 9% 22% 15% 38% --------- ---- ---- ---- ---- ---- OFFICE Colonial Penn Building Tampa, FL. . . . . . . . . . . 3/22/94 79,200 100% 0% 100% 0% 0% Commerce Center f/k/a Florida Power & Light Building Sarasota, FL . . . . . . . . . 3/22/94 81,100 100% 0% 0% 11% 89% Woodcrest Office Park Tallahassee, FL. . . . . . . . 12/19/95 264,900 88% 9% 27% 12% 40% Midwest Office Center Oakbrook Terrace, IL . . . . . 4/18/96 77,000 97% 18% 32% 14% 33% Phoenix Business Park Atlanta, GA. . . . . . . . . . 1/15/97 110,600 54% 15% 2% 13% 24% Butterfield Office Plaza Oak Brook, IL. . . . . . . . . 4/30/97 200,800 96% 10% 26% 16% 44% Southlake Corporate Center Morrow, GA . . . . . . . . . . 7/30/97 56,200 96% 0% 9% 42% 45% University Square Business Center Huntsville, AL . . . . . . . . 8/26/97 184,700 87% 23% 15% 25% 24% Technology Center Huntsville, AL . . . . . . . . 8/26/97 48,500 100% 0% 35% 65% 0% Scheduled Lease Expirations Occu- ------------------------------- Date Square pancy After Acquired Footage % 1999 2000 2001 2001 -------- ------- -------- ---- ---- ---- ----- Airways Plaza Office Center Memphis, TN. . . . . . . . . . 12/10/97 87,800 24% 0% 16% 4% 4% Peachtree Pointe Office Park Norcross, GA . . . . . . . . . 1/20/98 71,700 98% 21% 16% 15% 46% Avalon Center Office Park Norcross, GA . . . . . . . . . 3/20/98 53,300 100% 0% 0% 0% 100% Sand Lake Tech Center Orlando, FL. . . . . . . . . . 4/30/98 84,100 74% 0% 0% 0% 74% Technology Park Norcross, GA . . . . . . . . . 8/14/98 145,700 100% 17% 9% 26% 48% --------- ---- ---- ---- ---- ---- Sub-total. . . . . . . . . 1,545,600 86% 10% 21% 16% 39% --------- ---- ---- ---- ---- ---- RETAIL Northlake Tower Shopping Center Atlanta, GA. . . . . . . . . . 7/28/95 321,600 98% 2% 17% 2% 77% --------- ---- ---- ---- ---- ---- Total. . . . . . . . . . . . . 3,708,200 86% 9% 21% 14% 42% --------- ---- ---- ---- ---- ---- Date Residential Occupancy Acquired Units % -------- ----------- --------- RESIDENTIAL Country Creek Apartments Oklahoma City, OK. . . . . 5/22/97 320 100% Willowpark Apartments Lawton, OK . . . . . . . . 5/22/97 160 96% Winchester Run Apartments Oklahoma City, OK. . . . . 5/22/97 192 98% Woodrun Village Apartments Yukon, OK. . . . . . . . . 5/22/97 192 97% ---- ---- Total. . . . . . . . . 864 98% ==== ==== PORTFOLIO TOTAL (a). . . . 88% ==== - ---------------- (a) For purposes of calculating the weighted average occupancy for the portfolio, we converted the number of residential apartments to an equivalent square footage amount for each residential property. BANYAN STRATEGIC REALTY TRUST Comparison of Average Rents Average Average "In Place" Market Square Net Rents Net Rents Property Type Footage (1) (2) - ------------- --------- ---------- --------- Flex/Industrial. . . . . . 1,841,000 $ 5.05 $ 5.30 Office . . . . . . . . . . 1,545,600 9.10 10.04 Retail . . . . . . . . . . 321,600 10.79 11.73 --------- ------ ------ Total. . . . . . . . . 3,708,200 $ 7.23 $ 7.83 ========= ====== ====== Average Monthly Monthly "In Place" Rents Market Rents ------------------- ------------------- Units Per Unit Sq. Ft. Per Unit Sq. Ft. ----- -------- ------- -------- ------- Residential. . . 864 $403 $0.67 $446 $0.63 ==== ==== ===== ==== ===== - ------------------------ (1) Average "In Place" Net Rents represent net operating income per square foot. (2) Average Market Net Rents represent our good faith estimate of current market rents, assuming standard tenant improvements. SUBSEQUENT EVENT On May 22, 1998, we entered into a $7.7 million loan agreement ("Pool B Loan") with the Capital Company of America ("CCA"). On June 11, 1999, CCA had the ability to either require us to repay a portion of our Pool B Loan or require us to add additional collateral to the pool if the ratio of net operating income of the properties securing the loan to the principal and interest on the loan was less than 1.65: 1.00 for the twelve months following that date. On June 17, 1999, in exchange for increasing the annual interest rate on the loan from 7.07% to 7.12%, CCA agreed to extend the date of this measurement of loan coverage to July 11, 1999. As of July 11, 1999, the projected occupancy including the square footage for leases signed but not yet occupied was approximately 70%. (Actual occupancy as of June 30, 1999 was 54%.) Although we were not notified by CCA of the amount of the required partial repayment of the loan, we were informed that we did not meet the required 1.65:1.0 coverage. On August 4, 1999, CCA sold its rights, title, and interest in the Pool B Loan to CDC Mortgage Capital, Inc. ("CDC"). On August 10, 1999, we agreed to pay $154,000 as a prepayment deposit and we entered into an agreement with CDC whereby we are required to repay the outstanding loan balance by October 11, 1999 in exchange for their full release of the collateral property. In the event that we are unable to secure financing to repay the loan by October 11, 1999, we agreed to forfeit our prepayment deposit and we will increase the interest rate that we pay on the loan from 7.12% to 7.62%. In return, CDC agreed to waive the requirement that we reduce principal of the loan or add additional collateral to the pool. ITEM 3A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK We do not engage in any hedge transaction 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, 1999, we had approximately $150.8 million of outstanding long-term debt, of which $17.7 million bears interest at variable rates that are adjusted on a monthly basis. As of June 30, 1999, the weighted-average interest rate on this variable rate debt was 6.35%. If interest rates on this variable rate debt increased by one percentage point (1%), interest expense would increase by $177,000 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/ Leonard G. Levine Date: August 12, 1999 ---------------------------------- Leonard G. Levine, President By: /s/ Joel L. Teglia Date: August 12, 1999 ---------------------------------- Joel L. Teglia, Vice President and Chief Financial Officer EXHIBIT INDEX - ------- 3.1 Second Amended and Restated Declaration of Trust dated as of August 8, 1986, as amended on March 8, 1991, May 1, 1993 and August 12, 1998, including Certificate of designations, preferences and rights of Series A convertible preferred shares. (1) 3.2 By-Laws dated March 13, 1996. (2) 3.3 BSRT UPREIT Limited Partnership Limited Partnership Agreement (3) 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. (4) 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. (5) 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. (6) 4.4 Revolving Credit Agreement dated April 30, 1998 among Banyan Strategic Realty Trust, as Borrower and the Capital Company of America, as Lender. (7) 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. (6) 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. (1) 4.7 Loan Agreement dated May 22, 1998 between BSRT Lexington B Corp. and BSRT Lexington Trust, as Borrower and the Capital Company of America, as Lender. (6) 4.8 First Amendment to Loan Agreement dated September 11, 1998 between BSRT Lexington B Corp., and BSRT Lexington Trust, as Borrower and the Capital Company of America LLC, as Lender. (1) 4.9 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. (6) 4.10 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. (1) EXHIBIT INDEX - ------- 10.1 Employment Agreement of Leonard G. Levine as of October 1, 1997. (8) 10.2 Employment Agreement of Joel L. Teglia dated December 31, 1998. (3) 10.3 Employment Agreement of Neil Hansen dated December 31, 1998. (3) 10.4 Employment Agreement of Jay Schmidt dated December 31, 1998. (3) 10.5 1997 Omnibus Stock and Incentive Plan dated July 9, 1997. (9) 10.6 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. (4) 10.7 Registration Rights Agreement dated as of October 10, 1997 between Banyan Strategic Realty Trust and the Purchasers listed on the Signature Pages attached thereto. (4) 10.8 Registration Rights Agreement dated as of October 1, 1997 between Banyan Strategic Realty Trust and Leonard G. Levine. (3) 10.9 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Walter E. Auch, Sr. (*) 10.10 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Norman M. Gold. (*) 10.11 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Marvin A. Sotoloff. (*) 10.12 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Leonard G. Levine. (*) 10.13 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Joel L. Teglia. (*) 10.14 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Neil D. Hansen. (*) 10.15 Indemnification Agreement dated as of January 1, 1999 between Banyan Strategic Realty Trust and Jay E. Schmidt. (*) 10.16 Indemnification Agreement dated as of June 9, 1999 between Banyan Strategic Realty Trust and Robert G. Higgins. (*) 10.17 Indemnification Agreement dated as of June 9, 1999 between Banyan Strategic Realty Trust and Christopher J. Swieca. (*) 21 Subsidiaries of Banyan Strategic Realty Trust (3) 27 Financial Data Schedule * 99.5 Press Release dated July 7, 1999 * 99.6 Press Release dated August 11, 1999* - ---------------- * Filed herewith. (1) Incorporated by reference from the Trust's Form 8-K/A-1 dated August 14, 1998. (2) Incorporated by reference from the Trust's Registration Statement on Form S-11 (file number 33-4169). (3) Incorporated by reference from the Trust's Form 10-K for the year ended December 31, 1998. (4) Incorporated by reference from the Trust's Form 8-K dated October 14, 1997. (5) Incorporated by reference from the Trust's Form 10-K/A for the year ended December 31, 1997. (6) Incorporated by reference from the Trust's Form 8-K dated May 22, 1998. (7) Incorporated by reference from the Trust's Form 10-Q dated March 31, 1998. (8) Incorporated by reference from the Trust's Form 10-K dated December 31, 1997. (9) Incorporated by reference from the Trust's Form 10-Q for the quarter ended June 30, 1997.