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): November 6, 2012 (October 31, 2012)
Behringer Harvard Opportunity REIT II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Maryland |
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000-53650 |
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20-8198863 |
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(State or other jurisdiction of incorporation |
|
(Commission File Number)
|
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(I.R.S. Employer |
15601 Dallas Parkway, Suite 600, Addison, Texas
75001
(Address of principal executive offices)
(Zip Code)
(866) 655-3600
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
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 October 31, 2012, 7900 Hampton Blvd, LLC, a 90% owned subsidiary of Behringer Harvard Opportunity REIT II, Inc. (which may be referred to as “we”, “our”, or “us”), sold a 560-unit multifamily community located in North Lauderdale, Florida (“Parrot’s Landing”), to an unaffiliated third party.
We acquired Parrot’s Landing on September 17, 2010, for a contract purchase price of $42 million plus closing costs. The contract sale price for Parrot’s Landing was approximately $56.3 million, excluding transaction costs. A portion of the proceeds from the sale of the asset were used to pay off in full the existing indebtedness of $28.6 million secured by the property. We expect to receive proceeds from the sale of approximately $18.5 million, which we expect to use to make additional investments.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Financial Information
On October 31, 2012, 7900 Hampton Blvd, LLC, a 90% owned subsidiary, sold the Parrot’s Landing for a contract sale price of $56.3 million, excluding transaction costs. A portion of the proceeds from the sale were used to fully satisfy the existing indebtedness of $28.6 million associated with the property.
The following unaudited pro forma consolidated financial information gives effect to the disposition of the Parrot’s Landing. In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2012
(in thousands, except shares)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of the Parrot’s Landing as of June 30, 2012. This Pro Forma Consolidated Balance Sheet should be read in conjunction with our Pro Forma Consolidated Statement of Operations and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the six months ended June 30, 2012. The Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had we completed the above transaction on June 30, 2012, nor does it purport to represent our future financial position.
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June 30, 2012 |
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Pro Forma |
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as Reported |
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Adjustments |
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Pro Forma |
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(a) |
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(b) |
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June 30, 2012 |
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Assets |
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Real Estate |
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Land and land improvements, net |
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$ |
88,494 |
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$ |
(12,103 |
) |
$ |
76,391 |
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Buildings and building improvements, net |
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227,572 |
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(25,968 |
) |
201,604 |
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Real estate under development |
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724 |
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— |
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724 |
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Total real estate |
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316,790 |
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(38,071 |
) |
278,719 |
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Cash and cash equivalents |
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69,254 |
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22,827 |
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92,081 |
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Restricted cash |
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6,155 |
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— |
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6,155 |
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Accounts receivable, net |
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2,612 |
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— |
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2,612 |
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Receivable from related party |
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3,180 |
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— |
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3,180 |
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Prepaid expenses and other assets |
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2,217 |
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— |
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2,217 |
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Furniture, fixtures and equipment, net |
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6,930 |
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(505 |
) |
6,425 |
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Deferred financing fees, net |
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3,781 |
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(458 |
) |
3,323 |
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Lease intangibles, net |
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6,340 |
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— |
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6,340 |
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Total assets |
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$ |
417,259 |
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$ |
(16,207 |
) |
$ |
401,052 |
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Liabilities and Equity |
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Notes payable |
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$ |
223,198 |
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$ |
(28,764 |
) |
$ |
194,434 |
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Accounts payable |
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2,953 |
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— |
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2,953 |
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Acquired below-market leases, net |
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1,192 |
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— |
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1,192 |
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Accrued and other liabilities |
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8,290 |
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(8 |
) |
8,282 |
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Total liabilities |
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235,633 |
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(28,772 |
) |
206,861 |
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Commitments and contingencies |
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Equity |
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Preferred stock, $.0001 par value per share; 50,000,000 shares authorized, none outstanding |
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— |
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— |
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— |
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Convertible stock, $.0001 par value per share; 1,000 shares authorized, 1,000 outstanding |
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— |
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— |
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— |
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Common stock, $.0001 par value per share; 350,000,000 shares authorized, 26,074,407 shares issued and outstanding |
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3 |
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— |
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3 |
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Additional paid-in capital |
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233,400 |
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— |
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233,400 |
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Accumulated distributions and net loss |
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(60,581 |
) |
13,629 |
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(46,952 |
) | |||
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Accumulated other comprehensive income |
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(272 |
) |
— |
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(272 |
) | |||
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Total Behringer Harvard Opportunity REIT II, Inc. equity |
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172,550 |
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13,629 |
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186,179 |
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Noncontrolling interest |
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9,076 |
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(1,064 |
) |
8,012 |
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Total equity |
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181,626 |
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12,565 |
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194,191 |
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Total liabilities and equity |
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$ |
417,259 |
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$ |
(16,207 |
) |
$ |
401,052 |
|
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Six Months Ended June, 30, 2012
(in thousands, except per share amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of the Parrot’s Landing as of January 1, 2011. 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 six months ended June 30, 2012. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, 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, 2011 nor does it purport to represent our future operations.
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Six Months Ended |
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Pro Forma |
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Pro Forma Six Months |
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(a) |
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(b) |
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Ended June 30, 2012 |
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Revenues |
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Rental revenue |
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$ |
19,934 |
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$ |
(3,334 |
) |
$ |
16,600 |
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Hotel revenue |
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4,907 |
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— |
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4,907 |
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Interest income from real estate loan receivable |
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— |
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— |
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— |
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Total revenues |
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24,841 |
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(3,334 |
) |
21,507 |
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Expenses |
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Property operating expenses |
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12,089 |
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(1,176 |
) |
10,913 |
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Interest expense |
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5,405 |
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(661 |
) |
4,744 |
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Real estate taxes |
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2,917 |
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(544 |
) |
2,373 |
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Property management fees |
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928 |
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(123 |
) |
805 |
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Asset management fees |
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1,670 |
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(21 |
) |
1,649 |
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General and administrative |
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1,391 |
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— |
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1,391 |
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Acquisition expense |
|
729 |
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— |
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729 |
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Depreciation and amortization |
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8,492 |
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(677 |
) |
7,815 |
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Total expenses |
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33,621 |
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(3,202 |
) |
30,419 |
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Interest income, net |
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75 |
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— |
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75 |
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Other income |
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80 |
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— |
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80 |
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Loss from continuing operations before income taxes and equity in losses’ of unconsolidated joint ventures |
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(8,625 |
) |
(132 |
) |
(8,757 |
) | |||
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Equity in losses of unconsolidated joint ventures |
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— |
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— |
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— |
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Loss from continuing operations |
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(8,625 |
) |
(132 |
) |
(8,757 |
) | |||
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Income from discontinued operations |
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8,001 |
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— |
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8,001 |
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Net loss |
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(624 |
) |
(132 |
) |
(756 |
) | |||
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Noncontrolling interest in continuing operations |
|
757 |
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— |
|
757 |
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Noncontrolling interest in discontinued operations |
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(800 |
) |
— |
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(800 |
) | |||
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Net income attributable to the noncontrolling interest |
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(43 |
) |
— |
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(43 |
) | |||
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Net loss attributable to the Company |
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$ |
(667 |
) |
$ |
(132 |
) |
$ |
(799 |
) |
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Weighted average shares outstanding: |
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Basic and diluted |
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25,908 |
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25,908 |
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Net loss per share: |
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Basic and diluted loss per share |
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$ |
(0.02 |
) |
|
|
$ |
(0.03 |
) | |
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December, 31, 2011
(in thousands, except per share amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of the Parrot’s Landing as of January 1, 2011. 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, 2011. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, 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, 2011 nor does it purport to represent our future operations.
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Year Ended |
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Pro Forma |
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Pro Forma |
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(a) |
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(b) |
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2011 |
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Revenues |
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Rental revenue |
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$ |
30,519 |
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$ |
(5,863 |
) |
$ |
24,656 |
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Hotel revenue |
|
6,564 |
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— |
|
6,564 |
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Interest income from real estate loans receivable |
|
2,931 |
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— |
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2,931 |
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Total revenues |
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40,014 |
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(5,863 |
) |
34,151 |
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|
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Expenses |
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|
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Property operating expenses |
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19,023 |
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(2,105 |
) |
16,918 |
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Interest expense |
|
8,397 |
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(1,342 |
) |
7,055 |
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Real estate taxes |
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4,448 |
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(1,082 |
) |
3,366 |
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Property management fees |
|
1,325 |
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(237 |
) |
1,088 |
| |||
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Asset management fees |
|
2,981 |
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(42 |
) |
2,939 |
| |||
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General and administrative |
|
2,322 |
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— |
|
2,322 |
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Acquisition expense |
|
4,110 |
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— |
|
4,110 |
| |||
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Depreciation and amortization |
|
13,889 |
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(2,074 |
) |
11,815 |
| |||
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Total expenses |
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56,495 |
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(6,882 |
) |
49,613 |
| |||
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|
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|
|
|
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|
| |||
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Interest income, net |
|
136 |
|
— |
|
136 |
| |||
|
|
|
|
|
|
|
|
| |||
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Other income |
|
504 |
|
— |
|
504 |
| |||
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Income (loss) from continuing operations before equity in earnings of unconsolidated joint ventures |
|
(15,841 |
) |
1,019 |
|
(14,822 |
) | |||
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Equity in earnings of unconsolidated joint ventures |
|
2,681 |
|
— |
|
2,681 |
| |||
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Income (loss) from continuing operations |
|
(13,160 |
) |
1,019 |
|
(12,141 |
) | |||
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Income from discontinued operations |
|
4,527 |
|
— |
|
4,527 |
| |||
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Net income (loss) |
|
(8,633 |
) |
1,019 |
|
(7,614 |
) | |||
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Noncontrolling interest in continuing operations |
|
1,730 |
|
— |
|
1,730 |
| |||
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Noncontrolling interest in discontinued operations |
|
(848 |
) |
(102 |
) |
(950 |
) | |||
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Net (income) loss attributable to the noncontrolling interest |
|
882 |
|
(102 |
) |
780 |
| |||
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Net income (loss) attributable to the Company |
|
$ |
(7,751 |
) |
$ |
917 |
|
$ |
(6,834 |
) |
|
|
|
|
|
|
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|
| |||
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Weighted average shares outstanding: |
|
|
|
|
|
|
| |||
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Basic and diluted |
|
24,039 |
|
|
|
24,039 |
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|
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|
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|
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|
| |||
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Loss per share: |
|
|
|
|
|
|
| |||
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Basic and diluted loss per share |
|
$ |
(0.32 |
) |
|
|
$ |
(0.28 |
) | |
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Notes to Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet
a. Reflects our historical balance sheet as of June 30, 2012.
b. Reflects our disposition of Parrot’s Landing on October 31, 2012. Amounts represent the necessary adjustments to remove the assets and liabilities sold to the buyer as a result of the disposition.
Unaudited Pro Forma Consolidated Statement of Operations for Six Months Ended June 30, 2012
a. Reflects our historical operations for the six months ended June 30, 2012.
b. Reflects the historical revenues and expenses of Parrot’s Landing, including property management fees, asset management fees, depreciation and amortization associated with the property.
Unaudited Pro Forma Consolidated Statement of Operations for Year Ended December 31, 2011
a. Reflects our historical operations for the year ended December 31, 2011.
b. Reflects the historical revenues and expenses of Parrot’s Landing, including property management fees, asset management fees, depreciation and amortization associated with the property.
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 OPPORTUNITY REIT II, INC. | |
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Dated: November 6, 2012 |
By: |
/s/ Andrew J. Bruce |
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Andrew J. Bruce |
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Chief Financial Officer |