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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[MARK ONE]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
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: 333-100125 (1933 ACT)
BEHRINGER HARVARD SHORT-TERM OPPORTUNITY
FUND I LP
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 71-0897614
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1323 NORTH STEMMONS FREEWAY, SUITE 212, DALLAS, TEXAS 75207
(Address of principal executive offices)
(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (866) 655-1620
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 [ ] No [X]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I LP
FORM 10-Q
QUARTER ENDED MARCH 31, 2003
PART I.
FINANCIAL INFORMATION
Page
----
ITEM 1. FINANCIAL STATEMENTS.
Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002...................3
Notes to Condensed Consolidated Financial Statements...............................................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................................11
ITEM 4. CONTROLS AND PROCEDURES...........................................................................11
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.................................................................................12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.........................................................12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...................................................................12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................................12
ITEM 5. OTHER INFORMATION.................................................................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................................................12
SIGNATURE....................................................................................................13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I LP
(A DEVELOPMENT STAGE TEXAS PARTNERSHIP)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2003 2002
----------- -------------
ASSETS
Cash and cash equivalents $ 600 $ 600
---------- ----------
TOTAL ASSETS $ 600 $ 600
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
TOTAL LIABILITIES $ -- $ --
PARTNERS' CAPITAL
General partners 500 500
Limited partnership units, 11,000,000 units
authorized, none issued and outstanding 100 100
---------- ----------
TOTAL PARTNERS' CAPITAL 600 600
---------- ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 600 $ 600
========== ==========
See Notes to Condensed Consolidated Financial Statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
(A Development Stage Texas Partnership)
Notes to Condensed Consolidated Financial Statements
1. ORGANIZATION
Behringer Harvard Short-Term Opportunity Fund I LP (the "Partnership")
was formed in Texas on July 30, 2002, by and between Behringer Harvard Advisors
II LP (a "General Partner"), a Texas limited partnership as general partner,
Robert M. Behringer (also a "General Partner"), an individual as general
partner, and Gerald J. Reihsen, III (the "Limited Partner" and collectively with
the General Partners, the "Partners") an individual as limited partner. The
Partnership was funded through capital contributions on September 20, 2002 (date
of inception). The Partnership intends to use the proceeds from its public
offering, after deducting offering expenses, primarily to acquire
income-producing properties, including office buildings, shopping centers,
business and industrial parks, manufacturing facilities, apartment buildings,
warehouses and distribution facilities, in markets with higher volatility, lower
barriers to entry and high growth potential. The Partnership may purchase
properties that have been constructed and have operating histories, are newly
constructed or are under development or construction. The partnership agreement
provides that the Partnership will continue in existence until the earlier of
December 31, 2017 or termination of the Partnership by written consent of all
the Partners.
The Partnership is in the development stage and has not begun real
estate operations.
INITIAL CAPITAL CONTRIBUTION
Upon formation of the Partnership, the two General Partners
collectively contributed cash of $500 and the Limited Partner contributed $100,
respectively, for non-unit investments.
As of March 31, 2003, there are no limited partnership units issued and
outstanding.
CASH FLOW DISTRIBUTIONS
Net cash distributions, as defined in the partnership agreement of the
Partnership, are to be distributed to the Partners as follows:
a) To the Limited Partners on a per unit basis until each of such
Limited Partners have received distributions of net cash from
operations with respect to such fiscal year, or applicable portion
thereof, equal to ten percent (10.0%) per annum of his or her net
capital contribution;
b) Then to the Limited Partners on a per unit basis until each Limited
Partner has received or has been deemed to have received one
hundred percent (100.0%) of his or her net capital contribution;
and
c) Thereafter, eighty-five percent (85.0%) to the Limited Partners on
a per unit basis, and fifteen percent (15.0%) to the General
Partners to be apportioned in such percentages as they may from
time to time agree upon among themselves.
Other limitations of allocated or received distributions are defined
within the partnership agreement.
INCOME (LOSS) ALLOCATIONS
Net income for each applicable accounting period shall be allocated to
the Partners as follows:
a) To the Partners to the extent of and in proportion to allocations
of net loss as noted below; and
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b) Then, so as to cause the capital accounts of all Partners to permit
liquidating distributions to be made in the same manner and
priority as set forth in the partnership agreement with respect to
net cash distributions.
Net loss for each applicable accounting period shall be allocated to
the Partners as follows:
a) To the Partners having positive balances in their capital accounts
(in proportion to the aggregate positive balances in all capital
accounts) in an amount not to exceed such positive balance as of
the last day of the fiscal year; and
b) Then, eighty-five percent (85.0%) to the Limited Partners and
fifteen percent (15.0%) to the General Partners to be apportioned
in such percentages as they may from time to time agree upon among
themselves.
2. PUBLIC OFFERING
On February 19, 2003, the Partnership's Registration Statement on Form
S-11, covering a public offering (the "Offering") of up to 10,000,000 units of
limited partnership interest to be offered at a price of $10 per unit was
declared effective under the Securities Act of 1933. The Registration Statement
also covers up to 1,000,000 units available pursuant to the Partnership's
distribution reinvestment plan at $10 per unit.
The Partnership will not commence active operations until it receives
and accepts subscriptions for a minimum of 150,000 limited partnership units for
gross offering proceeds of $1,500,000. After the initial 150,000 units are sold,
subscription proceeds will be held in escrow until investors are admitted as
Limited Partners. The Partnership intends to admit new investors at least
monthly. At that time, subscription proceeds may be released to the Partnership
from escrow and applied to the making of investments and the payment or
reimbursement of the dealer manager fee, selling commissions and other
organization and offering expenses. Until required for such purposes, net
offering proceeds will be held in short-term, liquid investments.
3. INTERIM FINANCIAL INFORMATION
The accompanying condensed consolidated financial statements should be
read in conjunction with the Partnership's Registration Statement on Form S-11,
as amended, which was filed with the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
in the United States of America ("GAAP"), have been condensed or omitted in this
report on Form 10-Q pursuant to the rules and regulations of the SEC. In the
opinion of management, the disclosures contained in this report are adequate to
make the information presented not misleading.
The results for the interim period shown in this report are not
necessarily indicative of future financial results. The accompanying condensed
consolidated financial statements of the Partnership as of March 31, 2003 have
not been audited by independent accountants. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all
adjustments (of a normal recurring nature) necessary to present fairly the
consolidated financial position of the Partnership as of March 31, 2003.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
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Below is a discussion of the accounting policies that management
considers to be critical in that they may require complex judgment in their
application or require estimates about matters that are inherently uncertain.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Partnership and its wholly owned subsidiaries. All significant intercompany
transactions, balances, and profits have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and highly liquid
investments purchased with original maturities of three months or less.
REAL ESTATE
As the Partnership commences its operations to acquire real estate,
management will continually monitor events and changes in circumstances
indicating that the carrying amounts of the real estate assets in which it
obtains an ownership interest, either directly or through investments in joint
ventures, may not be recoverable. When such events or changes in circumstances
are present, the Partnership assesses potential impairment by comparing
estimated future undiscounted operating cash flows expected to be generated from
tenants over the life of the asset and from its eventual disposition, to the
carrying value of the asset. In the event that the carrying amount exceeds the
estimated future undiscounted operating cash flows, the Partnership would
recognize an impairment loss to adjust the carrying amount of the asset to its
fair market value.
INCOME TAXES
No federal income taxes are payable by the Partnership and none have
been provided in the accompanying financial statements. The Partners are to
include their respective shares of Partnership income or loss, determined on an
income tax basis, in their individual tax returns.
REVENUE RECOGNITION
The Partnership will recognize rental income generated from all leases
on real estate assets in which it will have an ownership interest, either
directly or through investments in joint ventures, on a straight-line basis over
the terms of the respective leases.
OPERATING COST REIMBURSEMENTS
The Partnership will generally bill tenants for operating cost
reimbursements, either directly or through investments in joint ventures, on a
monthly basis at amounts estimated largely based on actual prior period activity
and the respective lease terms. Such billings will be generally adjusted on an
annual basis to reflect reimbursements owed to the landlord based on the actual
costs incurred during the period and the respective lease terms.
DEFERRED PROJECT COSTS
The Partnership's General Partners will be paid an acquisition and
advisory fee of 3% of the contract price of each property. In addition, the
General Partners will fund all of the Partnership's investment acquisition
expenses. The Partnership will reimburse its General Partners for such
investment acquisition expenses in an amount of up to 0.5% of the contract price
of each of the Partnership's investments (subject to certain overall limitations
described in the Partnership's Registration Statement on Form S-11). The
Partnership's General
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Partners will bear such investment acquisition expenses to the extent that such
expenses exceed 0.5% of the contract price of the Partnership's investments
(subject to certain overall limitations described in the Partnership's
Registration Statement on Form S-11). As the Partnership invests its capital
proceeds, deferred project costs will be applied to real estate assets, either
directly or through contributions to joint ventures, at an amount up to 3.5% of
the contract price of each investment in respect of the acquisition and advisory
fee and acquisition expenses and depreciated over the useful lives of the
respective real estate assets in respect of such acquisition and advisory fees
and acquisition expenses.
DEFERRED OFFERING COSTS
The Partnership's General Partners expect to continue to fund, on the
Partnership's behalf, all of the organization and offering costs and will be
reimbursed for such organization and offering costs only to the extent that such
costs exceed 2.5% of cumulative offering proceeds raised by the Partnership in
its current public offering. Organization and offering costs include items such
as legal and accounting fees, marketing, promotional and printing costs, and
specifically exclude selling commissions and the dealer manager fee. As equity
is raised, the Partnership will reverse the deferred offering costs accrual and
recognize a charge to partners' equity upon reimbursing the General Partners.
5. RELATED PARTY ARRANGEMENTS
The General Partners and certain of their affiliates will receive fees
and compensation in connection with the Offering, and the acquisition,
management and sale of the assets of the Partnership. Behringer Securities LP
("Behringer Securities"), the affiliated dealer-manager, will receive a
commission of up to 7% of gross offering proceeds before reallowance of
commissions earned by participating broker-dealers. Behringer Securities intends
to reallow 100% of commissions earned from sales of units by participating
broker-dealers to such broker-dealers. In addition, 2.5% of gross proceeds will
be paid to Behringer Securities as a dealer manager fee. Behringer Securities
may reallow a portion of its dealer manager fee of up to 1.5% of the gross
offering proceeds to be paid to such participating broker-dealers as marketing
fees, including bona fide conference fees incurred and due diligence expense
reimbursement.
All organization and offering expenses (excluding selling commissions
and the dealer manager fee) are being funded by the General Partners or their
affiliates and may be reimbursed by the Partnership to the extent of up to 2.5%
of gross offering proceeds. As of March 31, 2003, the General Partners or their
affiliates had paid $642,393 of organization and offering expenses on behalf of
the Partnership. The General Partners or their affiliates also will receive
acquisition and advisory fees of up to 3% of the contract purchase price of each
property for identifying, reviewing, evaluating, investing in and the purchase,
development or construction of real property acquisitions. Any portion of this
fee may be deferred and paid in a subsequent year. The General Partners or their
affiliates may also receive up to 0.5% of the contract purchase price of each
property for reimbursement of expenses related to making such acquisitions.
The Partnership expects to pay HPT Management Services LP, its
affiliated property manager, fees for the management and leasing of the
Partnership's properties, which fees will be up to 4.5% of gross revenues, plus
separate leasing fees based upon the customary leasing fees applicable to the
geographic location of the properties, but in no event will the aggregate of
property management and leasing fees paid to affiliates exceed 6% of gross
revenues. The Partnership will also reimburse HPT Management Services LP for
costs and expenses incurred by it on behalf of the Partnership.
The Partnership will pay the General Partners or their affiliates an
annual asset management fee of 0.5% of the aggregate asset value. Any portion of
the asset management fee may be deferred and paid in a subsequent year.
7
In connection with the sale of the properties of the Partnership, the
Partnership will pay to the General Partners or their affiliates a real estate
commission in an amount not exceeding the lesser of: (A) 50% of the reasonable,
customary and competitive real estate brokerage commissions customarily paid for
the sale of a comparable property in light of the size, type and location of the
property, or (B) 3% of the gross sales price of each property, subordinated to
distributions to Limited Partners from the sale proceeds of an amount which,
together with prior distributions to the Limited Partners, will equal (1) 100%
of their capital contributions plus (2) a 10% annual cumulative (noncompounded)
return of their net capital contributions. Subordinated real estate commissions
that are not payable at the date of sale, because Limited Partners have not yet
received their required minimum distributions, will be deferred and paid at such
time as these subordination conditions have been satisfied.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the accompanying financial statements of the Partnership and the notes
thereto:
FORWARD-LOOKING STATEMENTS
This section contains forward-looking statements, including discussion
and analysis of the Partnership's financial condition, anticipated capital
expenditures required to complete projects, amounts of anticipated cash
distributions to the Partnership's Partners in the future and other matters.
These forward-looking statements are not historical facts but are the intent,
belief or current expectations of the Partnership's business and industry. Words
such as "anticipates", "expects", "intends", "plans", "believes", "seeks",
"estimates" and variations of these words and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
the future performance and are subject to risks, uncertainties and other
factors, some of which are beyond the Partnership's control, are difficult to
predict and could cause actual results to differ materially from those expressed
or forecasted in the forward-looking statements.
Forward-looking statements that were true at the time made may
ultimately prove to be incorrect or false. You are cautioned to not place undue
reliance on forward-looking statements, which reflect the Partnership's
management's view only as of the date of this Form 10-Q. The Partnership
undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results. Factors that could cause actual results to differ
materially from any forward-looking statements made in this Form 10-Q include
changes in general economic conditions, changes in real estate conditions,
construction costs which may exceed estimates, construction delays, increases in
interest rates, lease-up risks, inability to obtain new tenants upon the
expiration of existing leases, and the potential need to fund tenant
improvements or other capital expenditures out of operating cash flow. The
forward-looking statements should be read in light of these factors and the
factors identified in the "Risk Factors" section of the Partnership's
Registration Statement on Form S-11 filed with the SEC.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Below is a discussion of the accounting policies that the Partnership
considers to be critical in that they may require complex judgment in their
application or require estimates about matters that are inherently uncertain.
8
REAL ESTATE
As the Partnership commences its operations to acquire real estate,
management will continually monitor events and changes in circumstances
indicating that the carrying amounts of the real estate assets in which it
obtains an ownership interest, either directly or through investments in joint
ventures, may not be recoverable. When such events or changes in circumstances
are present, the Partnership assesses potential impairment by comparing
estimated future undiscounted operating cash flows expected to be generated from
tenants over the life of the asset and from its eventual disposition, to the
carrying value of the asset. In the event that the carrying amount exceeds the
estimated future undiscounted operating cash flows, the Partnership would
recognize an impairment loss to adjust the carrying amount of the asset to its
fair market value.
INCOME TAXES
No federal income taxes are payable by the Partnership and none have
been provided in the accompanying financial statements. The Partners are to
include their respective shares of Partnership income or loss, determined on an
income tax basis, in their individual tax returns.
REVENUE RECOGNITION
The Partnership will recognize rental income generated from all leases
on real estate assets in which it will have an ownership interest, either
directly or through investments in joint ventures, on a straight-line basis over
the terms of the respective leases.
OPERATING COST REIMBURSEMENTS
The Partnership will generally bill tenants for operating cost
reimbursements, either directly or through investments in joint ventures, on a
monthly basis at amounts estimated largely based on actual prior period activity
and the respective lease terms. Such billings will be generally adjusted on an
annual basis to reflect reimbursements owed to the landlord based on the actual
costs incurred during the period and the respective lease terms.
DEFERRED PROJECT COSTS
The Partnership's General Partners will be paid an acquisition and
advisory fee of 3% of the contract price of each property. In addition, the
General Partners will fund all of the Partnership's investment acquisition
expenses. The Partnership will reimburse its General Partners for such
investment acquisition expenses in an amount of up to 0.5% of the contract price
of each of the Partnership's investments (subject to certain overall limitations
described in the Partnership's Registration Statement on Form S-11). The
Partnership's General Partners will bear such investment acquisition expenses to
the extent that such expenses exceed 0.5% of the contract price of the
Partnership's investments (subject to certain overall limitations described in
the Partnership's Registration Statement on Form S-11). As the Partnership
invests its capital proceeds, deferred project costs will be applied to real
estate assets, either directly or through contributions to joint ventures, at an
amount up to 3.5% of the contract price of each investment in respect of the
acquisition and advisory fee and acquisition expenses and depreciated over the
useful lives of the respective real estate assets in respect of such acquisition
and advisory fees and acquisition expenses.
DEFERRED OFFERING COSTS
The Partnership's General Partners expect to continue to fund, on the
Partnership's behalf, all of the organization and offering costs and will be
reimbursed for such organization and offering costs only to the extent
9
that such costs exceed 2.5% of cumulative offering proceeds raised by the
Partnership in its current public offering. Organization and offering costs
include items such as legal and accounting fees, marketing, promotional and
printing costs, and specifically exclude selling commissions and the dealer
manager fee. As equity is raised, the Partnership will reverse the deferred
offering costs accrual and recognize a charge to partners' equity upon
reimbursing the General Partners.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this Form 10-Q, the Partnership had not yet commenced
active operations. Once the minimum subscription is achieved, subscription
proceeds will be released to the Partnership as accepted and applied to
investments in properties and the payment or reimbursement of selling
commissions and other organization and offering expenses. The Partnership will
experience a relative increase in liquidity as additional subscriptions for
units are received and a relative decrease in liquidity as net offering proceeds
are expended in connection with the acquisition, development and operation of
its properties.
The Partnership has not entered into any arrangements to acquire any
specific property. The number of properties it acquires will depend upon the
number of units sold and the resulting amount of the net proceeds available for
investment in properties.
During the underwriting process, the Partnership intends to establish
escrows for working capital needs throughout the life of each acquired asset. It
is anticipated that, upon closing of each asset, an amount of initial capital
equal to approximately 1.0% of the contract price of the properties it acquires,
will be placed in an interest-bearing (typically money market) account as a
reserve for non-operating expenses such as tenant improvements, leasing
commissions, and major capital expenditures. However, the actual reserve for any
property could exceed this amount. The Partnership's General Partners also may,
but are not required to, establish reserves from gross offering proceeds, out of
cash flow generated by operating properties or out of nonliquidating net sale
proceeds from the sale of the Partnership's properties.
The net proceeds from the Offering will provide funds to enable the
Partnership to purchase properties. The Partnership may acquire properties free
and clear of permanent mortgage indebtedness by paying the entire purchase price
of each property in cash and to selectively encumber all or certain properties,
if favorable financing terms are available, following acquisition. The proceeds
from such loans will be used to acquire additional properties, increase cash
flow and provide further diversity. In addition, the Partnership intends to
borrow funds to purchase properties. In the event that the Offering is not fully
sold, the Partnership's ability to diversify its investments may be diminished.
RESULTS OF OPERATIONS
As of the date of this Form 10-Q, no significant operations have
commenced because the Partnership is in its development stage. No operations
will commence until at least 150,000 units of limited partnership interest
($1,500,000) have been sold pursuant to the Registration Statement filed on Form
S-11 with the SEC. The General Partners are not aware of any material trends or
uncertainties, other that national economic conditions affecting real estate
generally, that may reasonably be expected to have a material impact, favorable
or unfavorable, on revenues or income from the acquisition and operations of
real properties, other than those referred to in this Form 10-Q and the
Partnership's Form S-11.
INFLATION
The real estate market has not been affected significantly by inflation
in the past several years due to the relatively low inflation rate. However, the
Partnership intends to include provisions in the majority of its tenant leases
that would protect it from the impact of inflation. These provisions include
reimbursement billings for
10
common area maintenance charges, real estate tax and insurance reimbursements on
a per square foot basis, or in some cases, annual reimbursement of operating
expenses above a certain per square foot allowance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership has limited exposure to financial market risks,
including changes in interest rates and other relevant market prices. The
Partnership does not have any foreign operations and is not exposed to foreign
currency fluctuations.
Currently, the Partnership's cash balances at banks represent the
Partnership's only asset and there are no liabilities. A 10% increase or
decrease in interest rates would have no material affect on the Partnership's
financial position and results of operations.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer of Behringer
Harvard Advisors II LP, the Partnership's Co-General Partner have concluded,
based on their evaluation as of a date within 90 days prior to the date of the
filing of this Report, that the Partnership's disclosure controls and procedures
are effective to ensure that information required to be disclosed by the
Partnership in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time period specified in the SEC's rules and forms, and
include controls and procedures designed to ensure that information required to
be disclosed by the Partnership in such reports is accumulated and communicated
to the Partnership's Co-General Partner, including the Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
There were no significant changes in the Partnership's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of such evaluation.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No events occurred during the quarter covered by the report that would
require a response to this item.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 19, 2003, the Partnership's Registration Statement on Form
S-11 (File No. 333-100125), covering a public offering (the "Offering") of up to
10,000,000 units of limited partnership interest to be offered at a price of $10
per unit was declared effective under the Securities Act of 1933. The
Registration Statement also covers up to 1,000,000 units available pursuant to
the Partnership's distribution reinvestment plan at $10 per unit.
The Partnership will not commence active operations until it receives
and accepts subscriptions for a minimum of 150,000 limited partnership units for
gross offering proceeds of $1,500,000. After the initial 150,000 units are sold,
subscription proceeds will be held in escrow until investors are admitted as
Limited Partners. The Partnership intends to admit new investors at least
monthly. At that time, subscription proceeds may be released to the Partnership
from escrow and applied to the payment or reimbursement of the dealer manager
fee, selling commissions and other organization and offering expenses. Until
required for such purposes, net offering proceeds will be held in short-term,
liquid investments.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No events occurred during the quarter covered by the report that would
require a response to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No events occurred during the quarter covered by the report that would
require a response to this item.
ITEM 5. OTHER INFORMATION
No events occurred during the quarter covered by the report that would
require a response to this item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 99.1 - Certificate of Chief Executive and Financial Officers
b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 2003.
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SIGNATURE
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 thereunto duly authorized.
Behringer Harvard Short-Term Opportunity Fund I LP
By Behringer Harvard Advisors II LP
Co-General Partner
Dated: May 15, 2003 By: /s/ Gary S. Bresky
--------------------------------------------
Gary S. Bresky
Chief Financial Officer and Treasurer
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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECURITIES EXCHANGE ACT RULE 13A-14 AND 15D-14
I, Robert M. Behringer, Chief Executive Officer of the registrant's co-general
partner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Behringer Harvard
Short-Term Opportunity Fund I LP;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
fulfilling the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other facts that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated this 15th day of May, 2003.
/s/ Robert M. Behringer
--------------------------------
Robert M. Behringer
Chief Executive Officer
14
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECURITIES EXCHANGE ACT RULE 13A-14 AND 15D-14
I, Gary S. Bresky, Chief Financial Officer and Treasurer of the registrant's
co-general partner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Behringer Harvard
Short-Term Opportunity Fund I LP;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
fulfilling the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other facts that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated this 15th day of May, 2003.
/s/ Gary S. Bresky
-------------------------------------
Gary S. Bresky
Chief Financial Officer and Treasurer
15
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Certificate of Chief Executive and Financial Officers