-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EGB9hEmSIm7e2mrp4F75HNm6TGAeMeQ8niBWn7ujHbLIeuEfbThUPx/tY6on9Fj6 TlzkKd2zNbvf0ykVU+kpYQ== /in/edgar/work/0000892626-00-000340/0000892626-00-000340.txt : 20001026 0000892626-00-000340.hdr.sgml : 20001026 ACCESSION NUMBER: 0000892626-00-000340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000817 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC REALTY TRUST CENTRAL INDEX KEY: 0000790817 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 363375345 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15465 FILM NUMBER: 745536 BUSINESS ADDRESS: STREET 1: 150 S WACKER DR STE 2900 STREET 2: SUITE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125539800 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19910325 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2000 BANYAN STRATEGIC REALTY TRUST ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Massachusetts 0-15465 36-3375345 (State of or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number) 150 South Wacker Drive, Suite 2900, Chicago, IL 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312)553-9800 This document consists of 3 pages. Exhibit index is located on page 2. - 1 - ITEM 5. OTHER INFORMATION On August 17, 2000, the Trust issued a Press Release, a copy of which is attached hereto as Exhibit (99.20) and is incorporated herein by reference. On October 16, 2000, the Trust issued a Press Release, a copy of which is attached hereto as Exhibit (99.21) and is incorporated herein by reference. On October 19, 2000, the Trust issued a Press Release, a copy of which is attached hereto as Exhibit (99.22) and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits EXHIBIT NUMBER DESCRIPTION Exhibit (99.20) Press Release dated August 17, 2000 Exhibit (99.21) Press Release dated October 16, 2000 Exhibit (99.22) Press Release dated October 19, 2000 - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 25, 2000 BANYAN STRATEGIC REALTY TRUST (Registrant) By: JOEL L. TEGLIA --------------------- Joel L. Teglia Vice President, Chief Financial and Accounting Officer - 3 - EX-99.20 2 0002.txt EXHIBIT 99.20 - ------------- AT THE TRUST AT THE FINANCIAL RELATIONS BOARD Karen Dickelman Leslie Hunziker Georganne Palffy Investor Relations General Inquiries Analyst Inquiries 312 683-3671 312 640-6760 312 640-6768 FOR IMMEDIATE RELEASE THURSDAY AUGUST 17, 2000 BANYAN STRATEGIC REALTY TRUST REPORTS $0.18 FFO PER SHARE FOR SECOND QUARTER BANYAN STRATEGIC REALTY TRUST SECOND QUARTER SUMMARY * . Second Quarter FFO of $2.8 million, or $0.18 per share vs. $2.8 million or $0.205 per share for the second quarter last year . Revenues of $9.4 million vs. $10.5 million for the second quarter last year . EBITDA of $5.4 million vs. $6.0 million for the second quarter last year . Average occupancy of portfolio 88% at June 30, 2000 and 1999 . Quarterly cash distribution of $0.12 per share declared * Per share data presented on diluted basis CHICAGO, AUGUST 17, 2000 -- BANYAN STRATEGIC REALTY TRUST (NASDAQ: BSRTS), a real estate investment trust, today announced second quarter 2000 diluted funds from operations (FFO) of $2.8 million or $0.18 per share. CONSOLIDATED FINANCIAL RESULTS - ------------------------------ For the second quarter 2000 Banyan reported net income available to common shareholders of $1.0 million, or $0.07, on revenues of $9.4 million and FFO of $2.8 million or $0.18 per share. This compared to net income of $1.2 million, or $0.09 per share, on revenues of $10.5 million and FFO of $2.8 million or $0.20 per share during the second quarter the previous year. EBITDA (earnings before interest, tax, depreciation and amortization) was $5.4 million for the quarter ended June 30, 2000. PORTFOLIO PERFORMANCE - --------------------- Total revenue for the second quarter 2000 was $9.4 million, which represents a decrease of approximately 10 percent from the $10.5 million in revenue reported during the same period last year. This decrease is due to a reduction in the number of properties owned by Banyan during the second quarter 2000. MORE ... However, on a same-store basis when comparing the operational results of the same properties owned by Banyan during the second quarter 2000 with the same period last year, total revenues increased approximately $0.2 million as a result of an increase in rental rates. The average occupancy at Banyan's 27 properties was 88 percent at June 30, 2000. During the final six months of 2000, leases for approximately ten percent (10%) of the Trust's leasable square footage will expire. Although vacancy may increase temporarily, we believe that at most properties this lease "roll-over" is routine and the underlying space will either be released at market rental rates to either the existing or a new tenant (generally within a three to six month period). The most significant lease expiration has already occurred at 6901 Riverport Drive where a tenant occupying approximately 145,000 square feet vacated on July 31, 2000 dropping the Trust's portfolio occupancy to 84% from 88%. We are in the process of marketing this space but have not located a new tenant and are unable to predict how long it will take to do so. Our total revenues may be adversely affected if the space remains vacant for an extended period of time. BALANCE SHEET - ------------- As of June 30, 2000 total debt and equity market capitalization was approximately $207 million. EBITDA coverage ratio for the three-month period ended June 30, 2000 was 2.40 to 1. The Trust had approximately $119 million of total debt outstanding as of June 30, 2000. QUARTERLY CASH DISTRIBUTION/FUNDS AVAILABLE FOR DISTRIBUTION - ------------------------------------------------------------ On July 14, 2000 Banyan declared a quarterly cash distribution of $0.12 per share for the second quarter ended June 30, 2000. The distribution is payable August 21, 2000 to shareholders of record as of July 21, 2000. Funds Available for Distribution (FAD) totaled $2.4 million for the three months ended June 30, 2000, or $0.16 per share. This compared to FAD of $2.3 million or $0.17 per share for the same period last year. Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that owns primarily office and flex/industrial properties. The properties are located in certain major metropolitan areas of the Midwest and Southeastern United States, including Atlanta, Georgia and Chicago, Illinois, and smaller markets such as Huntsville, Alabama; Louisville, Kentucky; Memphis, Tennessee; and Orlando, Florida. The Trust's current portfolio consists of 27 properties totaling 3.5 million rentable square feet. As of this date the Trust has 14,202,414 shares of beneficial interest outstanding. MORE ... Except for the historical information contained herein, certain matters discussed in this release are forward-looking statements, the achievement of which involve risks and uncertainties that are detailed from time to time in our reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended December 31, 1999. The "Management's Discussion and Analysis of Financial Condition and Results of Operations" section was included in our Form 10-Q for the quarter ended June 30, 2000 which was filed with the Securities and Exchange Commission on August 14, 2000. Without limitation the foregoing words such as "anticipates", "expects", "intends", "plans", and similar expressions are intended to identify forward-looking statements. See Banyan's Website at http://www.banyanreit.com. For further information regarding Banyan free of charge via fax, dial 1-800-PRO-INFO and enter "BSRTS". FINANCIAL TABLES TO FOLLOW BANYAN STRATEGIC REALTY TRUST ADD 3 SELECTED FINANCIAL DATA (Dollars in thousands, except per share data) Three Months Ended Year Ended 6/30/00 6/30/99 12/31/99 ----------- ----------- ----------- Total Revenue. . . . . . . . . . . $ 9,460 10,483 41,716 Operating Expenses . . . . . . . . (8,118) (9,115) (36,597) ----------- ----------- ----------- Operating Income . . . . . . . . . 1,342 1,368 5,119 Minority Interest in Consolidated Partnerships. . . . (147) (141) (538) Net Gains on Disposition of Real Estate. . . . . . . . . . . -- -- 4,089 Extraordinary Item, Net of Minority Interest. . . . . . . . -- -- (183) ----------- ----------- ----------- Net Income . . . . . . . . . . . . $ 1,195 1,227 8,487 Less Income Attributable to Preferred Shares . . . . . . . . $ (153) -- -- ----------- ----------- ----------- Net Income Available to Common Shares. . . . . . . . . . $ 1,042 1,227 8,487 =========== =========== =========== Basic and Diluted Earnings Available to Common Shares Per Weighted-Average Common Share: Income Before Net Gains and Extraordinary Item . . . . . . $ 0.07 0.09 0.34 =========== =========== =========== Net Income . . . . . . . . . . . . $ 0.07 0.09 0.63 =========== =========== =========== Weighted Average Basic Shares. . . 14,181,101 13,449,337 13,468,514 Weighted Average Diluted Shares. . 14,191,737 13,455,717 13,475,072 FUNDS FROM OPERATIONS Net Income Attributable to Common Shares. . . . . . . . . . $ 1,042 1,227 8,487 ADD: Depreciation and Amortization Expense. . . . . . . . . . . . . 1,702 1,650 6,629 LESS: Minority Interest Share of Depreciation and Amortization Expense. . . . . . . . . . . . . (90) (92) (309) Net Gain on Disposition of Real Estate. . . . . . . . . . . -- -- (4,089) Extraordinary Item, Net of Minority Interest. . . . . . . . -- -- 183 ----------- ----------- ----------- Funds From Operation - Basic . . . $ 2,654 2,785 10,901 ----------- ----------- ----------- ADD: Preferred Dividend . . . . . . . . 153 -- -- ----------- ----------- ----------- Funds From Operation - Diluted . . $ 2,807 2,785 10,901 =========== =========== =========== Weighted Average Basic Shares. . . 14,181,101 13,449,337 13,468,514 Weighted Average Diluted Shares. . 15,387,318 13,455,717 13,475,072 MORE ... BANYAN STRATEGIC REALTY TRUST ADD 4 CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands) June 30, December 31, 2000 1999 ----------- ------------ Investment in Real Estate, at cost:. . . $ 201,817 199,264 Less: Accumulated Depreciation. . . . (18,352) (15,420) ----------- ----------- 183,465 183,844 ----------- ----------- Cash and Cash Equivalents. . . . . . . . 4,534 13,097 Restricted Cash. . . . . . . . . . . . . 2,672 2,668 Other Assets . . . . . . . . . . . . . . 7,338 7,038 ----------- ----------- Total Assets . . . . . . . . . . . . . . $ 198,009 206,647 =========== =========== Loans and Bonds Payable. . . . . . . . . $ 118,714 132,681 Other Liabilities. . . . . . . . . . . . 6,552 6,415 Minority Interest. . . . . . . . . . . . 2,375 2,256 Shareholders' Equity . . . . . . . . . . 70,368 65,295 ----------- ----------- Total Liabilities and Shareholders' Equity . . . . . . . . . $ 198,009 206,647 =========== =========== MORE ... BANYAN STRATEGIC REALTY TRUST ADD 5 PORTFOLIO SUMMARY
Scheduled Lease Expirations ---------------------------------- Occu- 7/1- Square pancy 12/31 After Location Footage % 2000 2001 2002 2002 -------- ------- ----- ----- ---- ---- ----- FLEX/INDUSTRIAL - --------------- Milwaukee Industrial Properties Milwaukee, Wisconsin 235,800 92% 9% 16% 32% 35% Elmhurst Metro Court Elmhurst, Illinois 140,800 66% 3% 37% 12% 14% Willowbrook Industrial Court Willowbrook, Illinois 84,300 97% 17% 22% 31% 27% Lexington Business Center Lexington, Kentucky 308,800 69% 0% 9% 5% 55% Newtown Business Center Lexington, Kentucky 87,100 99% 4% 37% 16% 42% 6901 Riverport Drive Louisville, Kentucky 322,100 100% 45% 0% 0% 55% Avalon Ridge Business Park Norcross, Georgia 57,400 100% 0% 0% 0% 100% Tower Lane Business Park Bensenville, Illinois 95,900 84% 15% 21% 30% 18% Metric Plaza Winter Park, Florida 32,000 100% 0% 0% 69% 31% Park Center Orlando, Florida 47,400 90% 9% 25% 31% 25% University Corporate Center Winter Park, Florida 127,800 77% 7% 33% 23% 14% Johns Creek Office and Industrial Park Duluth and Suwanee, Georgia 119,300 100% 0% 0% 50% 50% ---------- ---- ---- ---- ---- ---- Sub-Total 1,658,700 87% 13% 15% 18% 41% ---------- ---- ---- ---- ---- ---- OFFICE - ------ Colonial Penn Building Tampa, Florida 79,200 72% 0% 0% 0% 72% Commerce Center Sarasota, Florida 81,100 100% 0% 11% 5% 84% Woodcrest Office Park Tallahassee, florida 264,900 93% 12% 17% 20% 44% Midwest Office Center Oakbrook Terrace, Illinois 77,000 97% 18% 19% 32% 28% Phoenix Business Park Atlanta, Georgia 110,600 100% 0% 4% 18% 78% Butterfield Office Plaza Oak Brook, Illinois 200,800 91% 10% 21% 39% 21% Southlake Corporate Center Morrow, Georgia 56,200 89% 3% 32% 38% 16% PORTFOLIO SUMMARY - CONTINUED Scheduled Lease Expirations ---------------------------------- Occu- 7/1- Square pancy 12/31 After Location Footage % 2000 2001 2002 2002 -------- ------- ----- ----- ---- ---- ----- University Square Business Center Huntsville, Alabama 184,700 91% 17% 25% 24% 25% Technology Center Huntsville Alabama 48,500 65% 0% 0% 0% 65% Airways Plaza Office Center Memphis, Tennessee 87,800 17% 0% 4% 3% 10% Peachtree Pointe Office Park Norcross, Georgia 71,700 84% 24% 13% 9% 38% Avalon Center Office Park Norcross, Georgia 53,300 87% 0% 0% 0% 87% Sand Lake Tech Center Orlando, Florida 84,100 100% 0% 0% 3% 97% Technology Park Norcross, Georgia 145,700 100% 13% 28% 4% 55% ---------- ---- ---- ---- ---- ---- Sub-Total 1,545,600 88% 9% 15% 17% 47% ---------- ---- ---- ---- ---- ---- RETAIL - ------ Northlake Tower Shopping Center Atlanta, Georgia 321,600 97% 1% 2% 7% 87% ---------- ---- ---- ---- ---- ---- Total 3,525,900 88% 10% 14% 17% 47% ========== ==== ==== ==== ==== ====
EX-99.21 3 0003.txt EXHIBIT 99.21 - ------------- AT THE TRUST AT THE FINANCIAL RELATIONS BOARD Karen Dickelman Georganne Palffy Investor Relations Analyst Inquiries 312/683-3671 312/640-6768 ir@banyanreit.com FOR IMMEDIATE RELEASE MONDAY, OCTOBER 16, 2000 BANYAN STRATEGIC REALTY TRUST DECLARES THIRD QUARTER 2000 CASH DISTRIBUTION CHICAGO, OCTOBER 16, 2000 -- Banyan Strategic Realty Trust (Nasdaq: BSRTS) today declared a quarterly cash distribution of 12 cents per share for the third quarter ended September 30, 2000. The distribution is payable November 28, 2000 to shareholders of record as of October 27, 2000. Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that owns primarily office and flex/industrial properties. These properties are located in certain major metropolitan areas of the Midwest and Southeastern United States, including Atlanta, Georgia and Chicago, Illinois and smaller markets such as Huntsville, Alabama, Louisville, Kentucky, Memphis, Tennessee, and Orlando, Florida. The Trust's current portfolio consists of 27 properties totaling 3.5 million rentable square feet. As of this date, the Trust has 14,238,161 shares of beneficial interest outstanding. See Banyan's website at http://www.banyanreit.com. For further information regarding Banyan free of charge via fax, dial 1-800-PRO-INFO and enter "BSRTS". - END - EX-99.22 4 0004.txt EXHIBIT 99.22 - ------------- AT THE TRUST Robert G. Higgins Karen Dickelman Vice President, General Counsel Investor Relations 312/683-5539 312/683-3671 bhiggins@banyanreit.com ir@banyanreit.com FOR IMMEDIATE RELEASE THURSDAY, OCTOBER 19, 2000 BANYAN STRATEGIC REALTY TRUST FILES LAWSUIT AGAINST SUSPENDED PRESIDENT CHICAGO, OCTOBER 19, 2000 -- Banyan Strategic Realty Trust (Nasdaq: BSRTS) today announced that it has filed a lawsuit against Leonard G. Levine, the Trust's suspended president. The complaint, filed in the Circuit Court of Cook County, Illinois, alleges violations of Mr. Levine's fiduciary duty of loyalty owed to the Trust. Mr. Levine was suspended and placed on leave by the Trust on August 14, 2000 at which time an arbitration proceeding was filed by the Trust in which the Trust contends that certain actions taken by Mr. Levine constitute "just cause" for terminating his employment agreement. The lawsuit filed today seeks a declaratory judgment that the Trust has and had "just cause" to terminate the employment agreement and/or Mr. Levine's employment. The complaint also seeks an accounting and disgorgement of all benefits received by Mr. Levine while in breach of his fiduciary obligations to the Trust, including salary, insurance and other benefits. Pursuant to the terms of the employment agreement, the Trust continues to pay Mr. Levine all salary and benefits during his suspension. Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that owns primarily office and flex/industrial properties. These properties are located in certain major metropolitan areas of the Midwest and Southeastern United States, including Atlanta, Georgia and Chicago, Illinois and smaller markets such as Huntsville, Alabama, Louisville, Kentucky, Memphis, Tennessee, and Orlando, Florida. The Trust's current portfolio consists of 27 properties totaling 3.5 million rentable square feet. As of this date, the Trust has 14,238,161 shares of beneficial interest outstanding. See Banyan's website at http://www.banyanreit.com. For further information regarding Banyan free of charge via fax, dial 1-800-PRO-INFO and enter "BSRTS". - END - -----END PRIVACY-ENHANCED MESSAGE-----