UNITED STATES
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): July 7, 2011 (June 30, 2011)
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Behringer Harvard Short-Term Opportunity
Fund I LP
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(Exact Name of Registrant as Specified in Its Charter)
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Texas
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000-51291
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71-0897614
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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15601 Dallas Parkway, Suite 600, Addison, Texas
75001
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(Address of principal executive offices)
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(Zip Code)
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(866) 655-1620
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(Registrant’s telephone number, including area code)
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None
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 30, 2011, Behringer Harvard Landmark LP, a wholly-owned subsidiary of Behringer Harvard Short-Term Opportunity Fund I LP (which may be referred to herein as the “Registrant,” “we,” “our” or “us”), sold two buildings in Dallas, Texas to an unaffiliated buyer. As previously disclosed, we have retained a back-end promoted interest in distributable cash related to the buildings after the buyer has achieved a specified return. The buildings are comprised of a two-story office building containing approximately 122,000 square feet located on approximately 8.6 acres of land in Dallas, Texas (“Landmark I”) and an additional two-story office building containing approximately 135,000 square feet on approximately 11.3 acres of land (“Landmark II”) (collectively, “Landmark I & II”).
The contract sales price for Landmark I & II was $16.25 million. Proceeds from the sale of the asset were used to fully satisfy the existing indebtedness associated with the property, after closing costs.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Pro Forma Financial Information.
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Unaudited Pro Forma Consolidated Financial Information
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3
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Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2011
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4
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Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2011
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5
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Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010
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6
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Unaudited Notes to Pro Forma Financial Statements
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7
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Financial Information
On June 30, 2011, Behringer Harvard Landmark, LP, our wholly-owned subsidiary, sold Landmark I & II for a contract sales price of $16.25 million, exclusive of closing costs. Proceeds were used to fully satisfy the existing indebtedness of $21.0 million associated with the property. This transaction resulted in an asset impairment charge of approximately $8.6 million and a gain on troubled debt restructuring of approximately $4.8 million.
The following unaudited pro forma consolidated financial information gives effect to the disposition of Landmark I & II. In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.
Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2011
(in thousands, except unit amounts)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of Landmark I & II as of March 31, 2011. This Pro Forma Consolidated Balance Sheet should be read in conjunction with our Pro Forma Consolidated Statement of Operations and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2011. The Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had we completed the above transaction on March 31, 2011, nor does it purport to represent our future financial position.
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March 31, 2011
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Pro Forma
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as Reported
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Adjustments
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Pro Forma
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(a)
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(b)
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March 31, 2011
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Assets
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Real estate
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Land
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$ | 29,270 | $ | (6,872 | ) | $ | 22,398 | |||||
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Buildings and improvements, net
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94,930 | (16,726 | ) | 78,204 | ||||||||
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Total real estate
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124,200 | (23,598 | ) | 100,602 | ||||||||
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Real estate inventory, net
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61,439 | - | 61,439 | |||||||||
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Cash and cash equivalents
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2,879 | 487 | 3,366 | |||||||||
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Restricted cash
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3,500 | (315 | ) | 3,185 | ||||||||
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Accounts receivable, net
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3,803 | (549 | ) | 3,254 | ||||||||
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Prepaid expenses and other assets
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876 | - | 876 | |||||||||
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Furniture, fixtures, and equipment, net
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888 | - | 888 | |||||||||
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Deferred financing fees, net
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552 | - | 552 | |||||||||
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Lease intangibles, net
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3,041 | (914 | ) | 2,127 | ||||||||
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Total assets
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$ | 201,178 | $ | (24,889 | ) | $ | 176,289 | |||||
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Liabilities and partners' capital
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Liabilities
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Notes payable
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$ | 154,781 | $ | (21,000 | ) | $ | 133,781 | |||||
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Note payable to related party
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12,018 | - | 12,018 | |||||||||
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Accounts payable
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2,405 | - | 2,405 | |||||||||
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Payables to related parties
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2,628 | - | 2,628 | |||||||||
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Accrued liabilities
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6,694 | (145 | ) | 6,549 | ||||||||
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Total liabilities
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178,526 | (21,145 | ) | 157,381 | ||||||||
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Commitments and contingencies
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Partners' capital
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Limited partners, 44,000,000 units authorized;
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10,803,839 units issued and outstanding
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(9,742 | ) | (3,744 | ) | (13,486 | ) | ||||||
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General partners
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36,791 | - | 36,791 | |||||||||
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Total Partners' capital
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27,049 | (3,744 | ) | 23,305 | ||||||||
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Noncontrolling interest
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(4,397 | ) | - | (4,397 | ) | |||||||
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Total equity
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22,652 | (3,744 | ) | 18,908 | ||||||||
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Total liabilities and partners' capital
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$ | 201,178 | $ | (24,889 | ) | $ | 176,289 | |||||
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See accompanying unaudited notes to pro forma consolidated financial statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March, 31, 2011
(in thousands, except per unit amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Landmark I & II as of January 1, 2010. This Pro Forma Consolidated Statement of Operations should be read in conjunction with our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March, 31, 2011. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, which include the asset impairment charge and gain on troubled debt restructuring, is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transaction on January 1, 2010 nor does it purport to represent our future operations.
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Three Months Ended
March 31, 2011 |
Pro Forma Adjustments
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Pro Forma
Three Months Ended |
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(a)
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(b)
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March 31, 2011
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Revenues
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Rental revenue
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$ | 2,616 | $ | (672 | ) | $ | 1,944 | |||||
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Hotel revenue
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4,077 | - | 4,077 | |||||||||
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Total revenues
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6,693 | (672 | ) | 6,021 | ||||||||
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Expenses
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Property operating expenses
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4,299 | (406 | ) | 3,893 | ||||||||
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Asset impairment loss
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2,700 | - | 2,700 | |||||||||
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Interest expense, net
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1,919 | (223 | ) | 1,696 | ||||||||
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Real estate taxes, net
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682 | (126 | ) | 556 | ||||||||
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Property and asset management fees
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457 | (84 | ) | 373 | ||||||||
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General and administrative
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207 | - | 207 | |||||||||
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Depreciation and amortization
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1,700 | (253 | ) | 1,447 | ||||||||
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Total expenses
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11,964 | (1,092 | ) | 10,872 | ||||||||
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Interest income
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61 | - | 61 | |||||||||
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Income (loss) before income taxes
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(5,210 | ) | 420 | (4,790 | ) | |||||||
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Provision for income taxes
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(48 | ) | - | (48 | ) | |||||||
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Net loss
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(5,258 | ) | 420 | (4,838 | ) | |||||||
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Net loss attributable to noncontrolling interest
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284 | 284 | ||||||||||
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Net loss attributable to the Partnership
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$ | (4,974 | ) | $ | (4,554 | ) | ||||||
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Weighted average number of limited
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partnership units outstanding
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10,804 | 10,804 | ||||||||||
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Basic and diluted net loss per limited partnership unit
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$ | (0.46 | ) | $ | (0.42 | ) | ||||||
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See accompanying unaudited notes to pro forma consolidated financial statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December, 31, 2010
(in thousands, except per unit amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Landmark I & II as of January 1, 2010. This Pro Forma Consolidated Statement of Operations should be read in conjunction with our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2010. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, which include the asset impairment charge and gain on troubled debt restructuring, is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transaction on January 1, 2010 nor does it purport to represent our future operations.
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Year Ended
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December 31, 2010
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Pro Forma
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Pro Forma
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as Reported
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Adjustments
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Year Ended
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(a)
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(b)
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December 31, 2010
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Revenues
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Rental revenue
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$ | 10,356 | $ | (2,406 | ) | $ | 7,950 | |||||
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Hotel revenue
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12,732 | - | 12,732 | |||||||||
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Real estate inventory sales
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1,680 | - | 1,680 | |||||||||
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Total revenues
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24,768 | (2,406 | ) | 22,362 | ||||||||
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Expenses
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Property operating expenses
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16,296 | (1,036 | ) | 15,260 | ||||||||
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Asset impairment loss
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5,118 | - | 5,118 | |||||||||
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Inventory valuation adjustment
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1,886 | - | 1,886 | |||||||||
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Interest expense, net
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5,796 | (501 | ) | 5,295 | ||||||||
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Real estate taxes, net
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2,586 | (442 | ) | 2,144 | ||||||||
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Property and asset management fees
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1,738 | (276 | ) | 1,462 | ||||||||
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General and administrative
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1,143 | - | 1,143 | |||||||||
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Advertising costs
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282 | - | 282 | |||||||||
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Depreciation and amortization
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6,985 | (1,001 | ) | 5,984 | ||||||||
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Cost of real estate inventory sales
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1,718 | - | 1,718 | |||||||||
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Total expenses
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43,548 | (3,256 | ) | 40,292 | ||||||||
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Interest income
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146 | - | 146 | |||||||||
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Loss on derivative instrument, net
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(39 | ) | - | (39 | ) | |||||||
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Gain on troubled debt restructuring
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125 | - | 125 | |||||||||
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Income (loss) before income taxes
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(18,548 | ) | 850 | (17,698 | ) | |||||||
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Provision for income taxes
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(166 | ) | - | (166 | ) | |||||||
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Net loss
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(18,714 | ) | 850 | (17,864 | ) | |||||||
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Net loss attributable to noncontrolling interest
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2,100 | 2,100 | ||||||||||
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Net loss attributable to the Partnership
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$ | (16,614 | ) | $ | (15,764 | ) | ||||||
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Weighted average number of limited
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partnership units outstanding
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10,804 | 10,804 | ||||||||||
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Basic and diluted net loss per limited partnership unit
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$ | (1.54 | ) | $ | (1.46 | ) | ||||||
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See accompanying unaudited notes to pro forma consolidated financial statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Notes to Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet
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a.
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Reflects our historical balance sheet as of March 31, 2011.
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b.
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Unaudited Pro Forma Consolidated Statement of Operations for Three Months Ended March 31, 2011
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a.
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Reflects our historical operations for the three months ended March 31, 2011.
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b.
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Reflects the historical revenues and expenses of Landmark I & II, including property management fees, asset management fees, depreciation and amortization associated with the property.
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Unaudited Pro Forma Consolidated Statement of Operations for Year Ended December 31, 2010
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a.
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Reflects our historical operations for the year ended December 31, 2010.
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b.
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Reflects the historical revenues and expenses of Landmark I & II, including property management fees, asset management fees, depreciation and amortization associated with the property.
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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 hereunto duly authorized.
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BEHRINGER HARVARD SHORT-TERM
OPPORTUNITY FUND I LP
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By: Behringer Harvard Advisors II LP,
Co-General Partner
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Dated: July 7, 2011
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By:
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/s/ Gary S. Bresky | |
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Gary S. Bresky
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Chief Financial Officer
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