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): April 18, 2013 (April 12, 2013)
Behringer Harvard Opportunity REIT II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Maryland |
|
000-53650 |
|
20-8198863 |
|
(State or other jurisdiction of incorporation |
|
(Commission File Number) |
|
(I.R.S. Employer |
|
or organization) |
|
|
|
Identification No.) |
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 April 12, 2013, CT/BH Interchange LLC (“Seller”), an 80% owned subsidiary of Behringer Harvard Opportunity REIT II, Inc. (which may be referred to as “Company,” “we”, “our”, or “us”), sold the remaining three of the four industrial buildings at Interchange Business Center located in San Bernardino, California, to an unaffiliated third party. On October 18, 2012, we sold one of the four industrial buildings at Interchange Business Center for a contract sales price of approximately $7.5 million, excluding transaction costs.
The Seller acquired the four buildings at Interchange Business Center on November 23, 2010, for a contract purchase price of $30 million, excluding closing costs. The Seller previously sold one of the four industrial buildings at Interchange Business Center for a contract sales price of approximately $7.5 million, excluding transaction costs. The contract sales price for the remaining three buildings at Interchange Business Center was $40.4 million, excluding transaction costs. A portion of the proceeds from the sale of the remaining three buildings were used to pay off in full the existing indebtedness of approximately $11.3 million secured by the property.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
|
|
Page |
|
|
|
|
| |
|
|
|
|
3 | |
|
|
|
|
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2012 |
4 |
|
|
|
|
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2012 |
5 |
|
|
|
|
6 |
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Financial Information
On April 12, 2013, CT/BH Interchange LLC, an 80% owned subsidiary, sold the remaining three industrial buildings at Interchange Business Center for a contract sale price of $40.4 million. A portion of the proceeds from the sale of the asset were used to pay off in full the existing indebtedness of approximately $11.3 million secured by the property.
The following unaudited pro forma consolidated financial information gives effect to the disposition of Interchange Business Center. 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 December 31, 2012
(in thousands, except shares)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of the remaining three buildings at Interchange Business Center as of December 31, 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 annual report on Form 10-K for the year ended December 31, 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 December 31, 2012, nor does it purport to represent our future financial position.
|
|
|
December 31, 2012 |
|
Pro Forma |
|
|
| |||
|
|
|
as Reported |
|
Adjustments |
|
Pro Forma |
| |||
|
|
|
(a) |
|
(b) |
|
December 31, 2012 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Assets |
|
|
|
|
|
|
| |||
|
Real Estate |
|
|
|
|
|
|
| |||
|
Land and land improvements, net |
|
$ |
73,380 |
|
$ |
(12,973 |
) |
$ |
60,407 |
|
|
Buildings and building improvements, net |
|
199,915 |
|
(10,111 |
) |
189,804 |
| |||
|
Real estate under development |
|
838 |
|
— |
|
838 |
| |||
|
Total real estate |
|
274,133 |
|
(23,084 |
) |
251,049 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Cash and cash equivalents |
|
77,752 |
|
21,985 |
|
99,737 |
| |||
|
Restricted cash |
|
3,491 |
|
(872 |
) |
2,619 |
| |||
|
Accounts receivable, net |
|
3,008 |
|
— |
|
3,008 |
| |||
|
Receivable from related party |
|
3,269 |
|
— |
|
3,269 |
| |||
|
Prepaid expenses and other assets |
|
1,781 |
|
— |
|
1,781 |
| |||
|
Furniture, fixtures and equipment, net |
|
6,864 |
|
— |
|
6,864 |
| |||
|
Deferred financing fees, net |
|
3,398 |
|
(139 |
) |
3,259 |
| |||
|
Lease intangibles, net |
|
5,370 |
|
(210 |
) |
5,160 |
| |||
|
Total assets |
|
$ |
379,066 |
|
$ |
(2,320 |
) |
$ |
376,746 |
|
|
|
|
|
|
|
|
|
| |||
|
Liabilities and Equity |
|
|
|
|
|
|
| |||
|
Notes payable |
|
$ |
183,308 |
|
$ |
(9,882 |
) |
$ |
173,426 |
|
|
Accounts payable |
|
1,777 |
|
— |
|
1,777 |
| |||
|
Acquired below-market leases, net |
|
904 |
|
— |
|
904 |
| |||
|
Accrued and other liabilities |
|
6,544 |
|
(35 |
) |
6,509 |
| |||
|
Total liabilities |
|
192,533 |
|
(9,917 |
) |
182,616 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Commitments and contingencies |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
Equity |
|
|
|
|
|
|
| |||
|
Preferred stock, $.0001 par value per share; 50,000,000 shares authorized, none outstanding |
|
— |
|
— |
|
— |
| |||
|
Convertible stock, $.0001 par value per share; 1,000 shares authorized, 1,000 outstanding |
|
— |
|
— |
|
— |
| |||
|
Common stock, $.0001 par value per share; 350,000,000 shares authorized, 26,060,612 shares issued and outstanding |
|
3 |
|
— |
|
3 |
| |||
|
Additional paid-in capital |
|
233,283 |
|
— |
|
233,283 |
| |||
|
Accumulated distributions and net loss |
|
(58,249 |
) |
10,454 |
|
(47,795 |
) | |||
|
Accumulated other comprehensive income |
|
126 |
|
53 |
|
179 |
| |||
|
Total Behringer Harvard Opportunity REIT II, Inc. equity |
|
175,163 |
|
10,507 |
|
185,670 |
| |||
|
Noncontrolling interest |
|
11,370 |
|
(2,910 |
) |
8,460 |
| |||
|
Total equity |
|
186,533 |
|
7,597 |
|
194,130 |
| |||
|
Total liabilities and equity |
|
$ |
379,066 |
|
$ |
(2,320 |
) |
$ |
376,746 |
|
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, 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 remaining three buildings at Interchange Business Center as of January 1, 2012. 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, 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, 2012 nor does it purport to represent our future operations.
|
|
|
Year Ended |
|
Pro Forma |
|
Pro Forma Year Ended |
| |||
|
|
|
|
|
|
|
|
| |||
|
Revenues |
|
|
|
|
|
|
| |||
|
Rental revenue |
|
$ |
33,638 |
|
$ |
(993 |
) |
$ |
32,645 |
|
|
Hotel revenue |
|
10,952 |
|
— |
|
10,952 |
| |||
|
Total revenues |
|
44,590 |
|
(993 |
) |
43,597 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Expenses |
|
|
|
|
|
|
| |||
|
Property operating expenses |
|
22,385 |
|
(279 |
) |
22,106 |
| |||
|
Interest expense |
|
9,111 |
|
(1,309 |
) |
7,802 |
| |||
|
Real estate taxes |
|
4,507 |
|
(411 |
) |
4,096 |
| |||
|
Property management fees |
|
1,678 |
|
(30 |
) |
1,648 |
| |||
|
Asset management fees |
|
3,229 |
|
(131 |
) |
3,098 |
| |||
|
General and administrative |
|
3,205 |
|
— |
|
3,205 |
| |||
|
Acquisition expense |
|
750 |
|
— |
|
750 |
| |||
|
Depreciation and amortization |
|
14,809 |
|
(955 |
) |
13,854 |
| |||
|
Total expenses |
|
59,674 |
|
(3,115 |
) |
56,559 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Interest income, net |
|
142 |
|
— |
|
142 |
| |||
|
Other income |
|
88 |
|
— |
|
88 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Income (loss) from continuing operations |
|
(14,854 |
) |
2,122 |
|
(12,732 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Income (loss) from discontinued operations, including gains on disposition |
|
24,081 |
|
— |
|
24,081 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Net income |
|
9,227 |
|
2,122 |
|
11,349 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Noncontrolling interest in continuing operations |
|
1,258 |
|
(424 |
) |
834 |
| |||
|
Noncontrolling interest in discontinued operations |
|
(8,820 |
) |
— |
|
(8,820 |
) | |||
|
Net income attributable to the noncontrolling interest |
|
(7,562 |
) |
(424 |
) |
(7,986 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Net income (loss) attributable to the Company |
|
$ |
1,665 |
|
$ |
1,698 |
|
$ |
3,363 |
|
|
|
|
|
|
|
|
|
| |||
|
Weighted average shares outstanding: |
|
|
|
|
|
|
| |||
|
Basic and diluted |
|
25,987 |
|
|
|
25,987 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Net income per share: |
|
|
|
|
|
|
| |||
|
Basic and diluted income per share |
|
$ |
0.06 |
|
|
|
$ |
0.13 |
| |
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 December 31, 2012.
b. Reflects our disposition of the remaining three buildings at Interchange Business Center on April 12, 2013. 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 Year Ended December 31, 2012
a. Reflects our historical operations for the year ended December 31, 2012.
b. Reflects the historical revenues and expenses of the remaining three buildings at Interchange Business Center, 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.
|
|
BEHRINGER HARVARD OPPORTUNITY REIT II, INC. | |
|
|
| |
|
|
|
|
|
Dated: April 18, 2013 |
By: |
/s/ Andrew J. Bruce |
|
|
|
Andrew J. Bruce |
|
|
|
Chief Financial Officer |