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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2014
 
Commission File Number: 000-53650
 
Behringer Harvard Opportunity REIT II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
20-8198863
(State or other jurisdiction of incorporation or
organization)
 
(I.R.S. Employer
Identification No.)
 
15601 Dallas Parkway, Suite 600, Addison, Texas 75001
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:  (866) 655-3600
 
None
(Former name, former address and former fiscal year, if changed since last report)
 
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 ý No o
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý No o
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer o
 
Accelerated filer o
 
 
 
Non-accelerated filer o 
(Do not check if a smaller reporting company)
 
Smaller reporting company x
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No ý
 
As of July 31, 2014, Behringer Harvard Opportunity REIT II, Inc. had 25,988,620 shares of common stock outstanding.

 



BEHRINGER HARVARD OPPORTUNITY REIT II, INC.
FORM 10-Q
Quarter Ended June 30, 2014
 
 
 
Page
 
 
 
PART I
FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013
 
 
 
 
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013
 
 
 
 
Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2014 and 2013
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I
FINANCIAL INFORMATION
Item 1.                   Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except shares)
(unaudited)
 
 
June 30, 2014
 
December 31, 2013
Assets
 
 

 
 

Real estate
 
 

 
 

Land and improvements, net
 
$
56,217

 
$
65,407

Buildings and improvements, net
 
191,731

 
219,523

Real estate under development
 
814

 
99

Total real estate
 
248,762

 
285,029

Cash and cash equivalents
 
122,365

 
94,877

Restricted cash
 
5,381

 
5,343

Accounts receivable, net
 
1,603

 
3,017

Prepaid expenses and other assets
 
916

 
1,196

Investment in unconsolidated joint venture
 
12,234

 
11,985

Furniture, fixtures and equipment, net
 
7,505

 
7,923

Deferred financing fees, net
 
2,416

 
3,185

Lease intangibles, net
 
1,015

 
1,820

Total assets
 
$
402,197

 
$
414,375

Liabilities and Equity
 
 

 
 

Notes payable
 
$
195,107

 
$
212,037

Accounts payable
 
937

 
513

Payables to related parties
 
744

 
840

Acquired below-market leases, net
 
272

 
324

Distributions payable to noncontrolling interest
 
46

 
20

Income taxes payable
 

 
183

Accrued and other liabilities
 
6,791

 
7,669

Total liabilities
 
203,897

 
221,586

 
 
 
 
 
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, 25,988,620 and 26,015,980 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
 
3

 
3

Additional paid-in capital
 
232,670

 
232,903

Accumulated distributions and net loss
 
(43,220
)
 
(49,520
)
Accumulated other comprehensive income
 
502

 
498

Total Behringer Harvard Opportunity REIT II, Inc. equity
 
189,955

 
183,884

Noncontrolling interest
 
8,345

 
8,905

Total equity
 
198,300

 
192,789

Total liabilities and equity
 
$
402,197

 
$
414,375

 
See Notes to Unaudited Condensed Consolidated Financial Statements.

3


Behringer Harvard Opportunity REIT II, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share amounts)
(unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Revenues
 
 

 
 
 
 
 
 
Rental revenue
 
$
7,889

 
$
7,098

 
$
15,770

 
$
12,950

Hotel revenue
 
4,138

 
3,395

 
8,502

 
7,012

Total revenues
 
12,027

 
10,493

 
24,272

 
19,962

Expenses
 
 

 
 

 
 

 
 
Property operating expenses
 
2,625

 
2,245

 
5,349

 
4,120

Hotel operating expenses
 
2,988

 
2,734

 
6,010

 
5,488

Interest expense, net
 
2,055

 
1,912

 
4,118

 
3,724

Real estate taxes
 
1,352

 
1,236

 
2,765

 
2,139

Property management fees
 
403

 
367

 
830

 
691

Asset management fees
 
98

 
865

 
1,068

 
1,545

General and administrative
 
1,098

 
830

 
1,957

 
1,634

Acquisition expense
 
25

 
1,185

 
25

 
3,056

Depreciation and amortization
 
3,400

 
3,885

 
7,062

 
6,755

Total expenses
 
14,044

 
15,259

 
29,184

 
29,152

Interest income, net
 
54

 
28

 
100

 
58

Loss on early extinguishment of debt
 
(454
)
 

 
(454
)
 

Other income (loss)
 
(3
)
 
21

 
(3
)
 
10

Loss from continuing operations before gain on sale of real estate
 
(2,420
)
 
(4,717
)
 
(5,269
)
 
(9,122
)
Gain on sale of real estate
 
11,445

 

 
11,445

 

Income (loss) from continuing operations
 
9,025

 
(4,717
)
 
6,176

 
(9,122
)
Income from discontinued operations
 

 
14,290

 

 
14,182

Net income
 
9,025

 
9,573

 
6,176

 
5,060

Noncontrolling interest in continuing operations
 
159

 
237

 
124

 
378

Noncontrolling interest in discontinued operations
 

 
(3,795
)
 

 
(3,756
)
Net income attributable to the noncontrolling interest
 
159

 
(3,558
)
 
124

 
(3,378
)
Net income attributable to the Company
 
$
9,184

 
$
6,015

 
$
6,300

 
$
1,682

Amounts attributable to the Company
 
 

 
 

 
 
 
 
Continuing operations
 
$
9,184

 
$
(4,480
)
 
$
6,300

 
$
(8,744
)
Discontinued operations
 

 
10,495

 

 
10,426

Net income attributable to the Company
 
$
9,184

 
$
6,015

 
$
6,300

 
$
1,682

Weighted average shares outstanding:
 
 

 
 

 
 
 
 
Basic and diluted
 
25,993

 
26,039

 
26,002

 
26,046

Net income (loss) per share
 
 
 
 

 
 

 
 

Continuing operations
 
$
0.35

 
$
(0.17
)
 
$
0.24

 
$
(0.34
)
Discontinued operations
 

 
0.40

 

 
0.40

Basic and diluted income per share
 
$
0.35

 
$
0.23

 
$
0.24

 
$
0.06

Comprehensive income (loss):
 
 

 
 

 
 

 
 
Net income
 
$
9,025

 
$
9,573

 
$
6,176

 
$
5,060

Other comprehensive income (loss):
 
 

 
 

 
 
 
 
Reclassification of unrealized loss on interest rate derivatives to net income
 
20

 
56

 
37

 
88

Foreign currency translation gain (loss)
 
(54
)
 
225

 
(27
)
 
(127
)
Total other comprehensive income (loss)
 
(34
)
 
281

 
10

 
(39
)
Comprehensive income
 
8,991

 
9,854

 
6,186

 
5,021

Comprehensive income attributable to noncontrolling interest
 
155

 
(3,562
)
 
117

 
(3,384
)
Comprehensive income attributable to the Company
 
$
9,146

 
$
6,292

 
$
6,303

 
$
1,637

 
 
 
 
 
 
 
 
 
 
See Notes to Unaudited Condensed Consolidated Financial Statements.

4


Behringer Harvard Opportunity REIT II, Inc.
Condensed Consolidated Statements of  Equity
(in thousands)
(unaudited)
 
 
Convertible Stock
 
Common Stock
 
 
 
Accumulated Distributions and Net Income(Loss)
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
Number of Shares
 
Par Value
 
Number of Shares
 
Par Value
 
Additional Paid-in Capital
 
 
 
Noncontrolling Interest
 
Total Equity
Balance at January 1, 2013
1

 
$

 
26,060

 
$
3

 
$
233,283

 
$
(58,249
)
 
$
126

 
$
11,370

 
$
186,533

Net income
 

 
 

 
 
 
 
 
 
 
1,682

 
 
 
3,378

 
5,060

Redemption of common stock
 

 
 

 
(22
)
 
 
 
(188
)
 
 
 
 
 
 
 
(188
)
Contributions from noncontrolling interest
 

 
 

 
 
 
 
 
 
 
 
 
 
 
1,541

 
1,541

Distributions to noncontrolling interest
 

 
 

 
 
 
 
 
 
 
 
 
 
 
(6,812
)
 
(6,812
)
Other comprehensive loss:
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 

Reclassification of unrealized losses on interest rate derivatives to net income
 

 
 

 
 
 
 
 
 
 
 
 
82

 
6

 
88

Foreign currency translation loss
 

 
 

 
 
 
 
 
 
 
 
 
(127
)
 


 
(127
)
Balance at June 30, 2013
1

 
$

 
26,038

 
$
3

 
$
233,095

 
$
(56,567
)
 
$
81

 
$
9,483

 
$
186,095

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2014
1

 
$

 
26,016

 
$
3

 
$
232,903

 
$
(49,520
)
 
$
498

 
$
8,905

 
$
192,789

Net income
 

 
 

 
 
 
 
 
 
 
6,300

 
 
 
(124
)
 
6,176

Redemption of common stock
 

 
 

 
(27
)
 
 
 
(233
)
 
 
 
 
 
 
 
(233
)
Contributions from noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53

 
53

Distributions to noncontrolling interest
 

 
 

 
 
 
 
 
 
 
 
 
 
 
(495
)
 
(495
)
Other comprehensive income:
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 

Reclassification of unrealized loss on interest rate derivatives to net income
 

 
 

 
 
 
 
 
 
 
 
 
31

 
6

 
37

Foreign currency translation loss
 

 
 

 
 
 
 
 
 
 
 
 
(27
)
 
 

 
(27
)
Balance at June 30, 2014
1

 
$

 
25,989

 
$
3

 
$
232,670

 
$
(43,220
)
 
$
502

 
$
8,345

 
$
198,300

 
See Notes to Unaudited Condensed Consolidated Financial Statements.

5


Behringer Harvard Opportunity REIT II, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
Six Months Ended June 30,
 
 
2014
 
2013
Cash flows from operating activities:
 
 

 
 

Net income
 
$
6,176

 
$
5,060

Adjustments to reconcile net income to net cash flows provided by operating activities:
 
 
 
 

Depreciation and amortization
 
7,006

 
8,640

Amortization of deferred financing fees
 
415

 
489

Gain on sale of real estate
 
(11,445
)
 
(14,455
)
Loss on early extinguishment of debt
 
454

 
260

Loss on derivatives
 
159

 
30

Change in operating assets and liabilities:
 
 
 
 

Accounts receivable
 
356

 
(87
)
Prepaid expenses and other assets
 
156

 
431

Accounts payable
 
444

 
(594
)
Accrued and other liabilities
 
(893
)
 
971

Payables to related parties
 
(97
)
 
63

Addition of lease intangibles
 
(87
)
 
(571
)
Cash provided by operating activities
 
2,644

 
237

Cash flows from investing activities:
 
 

 
 

Acquisition deposits reimbursed
 
500

 
250

Purchases of real estate
 

 
(63,510
)
Investment in unconsolidated joint venture
 
(249
)
 
(14,079
)
Return of investment in unconsolidated joint ventures
 

 
2,444

Proceeds from sale of real estate
 
46,290

 
39,106

Additions of property and equipment
 
(4,267
)
 
(4,270
)
Change in restricted cash
 
(38
)
 
(2,007
)
Cash provided by (used in) investing activities
 
42,236

 
(42,066
)
Cash flows from financing activities:
 
 

 
 

Financing costs
 
(101
)
 
(893
)
Proceeds from notes payable
 

 
47,589

Payments on notes payable
 
(16,682
)
 
(12,224
)
Purchase of interest rate derivatives
 

 
(133
)
Redemptions of common stock
 
(233
)
 
(188
)
Offering costs receivable from related party
 

 
3,832

Contributions from noncontrolling interest holders
 
53

 
1,541

Distributions to noncontrolling interest holders
 
(443
)
 
(6,812
)
Cash provided by (used in) financing activities
 
(17,406
)
 
32,712

Effect of exchange rate changes on cash and cash equivalents
 
14

 
85

Net change in cash and cash equivalents
 
27,488

 
(9,032
)
Cash and cash equivalents at beginning of period
 
94,877

 
77,752

Cash and cash equivalents at end of period
 
$
122,365

 
$
68,720

See Notes to Unaudited Condensed Consolidated Financial Statements.

6


Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 

1.                                      Business and Organization
 
Business
 
Behringer Harvard Opportunity REIT II, Inc. (which may be referred to as the “Company,” “we,” “us,” or “our”) was organized as a Maryland corporation on January 9, 2007 and has elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes.
 
We acquire and operate commercial real estate and real estate-related assets.  In particular, we focus generally on acquiring commercial properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment, or repositioning, those located in markets and submarkets with high growth potential, and those available from sellers who are distressed or face time-sensitive deadlines.  In addition, our investment strategy also includes investments in real estate-related assets that present opportunities for higher current income. Such investments may have capital gain characteristics, whether as a result of a discount purchase or related equity participations.  We may acquire a wide variety of commercial properties, including office, industrial, retail, hospitality, recreation and leisure, single-tenant, multifamily, and other real properties.  These properties may be existing, income-producing properties, newly constructed properties, or properties under development or construction.  They may include multifamily properties purchased for conversion into condominiums and single-tenant properties that may be converted for multi-tenant use.  We may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a negotiated basis or otherwise.  Further, we also may originate or invest in collateralized mortgage-backed securities and mortgage, bridge or mezzanine loans, or in entities that make investments similar to the foregoing.  We expect to make our investments in or in respect of real estate assets located in the United States and other countries based on our view of existing market conditions.  As of June 30, 2014, we had 12 real estate investments, 11 of which were consolidated into our condensed consolidated financial statements (one wholly owned and ten properties consolidated through investments in joint ventures).
 
Substantially all of our business is conducted through Behringer Harvard Opportunity OP II LP, a limited partnership organized in Delaware (“Behringer Harvard Opportunity OP II”).  As of June 30, 2014, our wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, was the sole general partner of Behringer Harvard Opportunity OP II and owned a 0.1% partnership interest in Behringer Harvard Opportunity OP II.  As of June 30, 2014, our wholly-owned subsidiary, BHO Business Trust II, a Maryland business trust, was the sole limited partner of Behringer Harvard Opportunity OP II and owned the remaining 99.9% interest in Behringer Harvard Opportunity OP II.
 
We are externally managed and advised by Behringer Harvard Opportunity Advisors II, LLC (the “Advisor”).  The Advisor is responsible for managing our day-to-day affairs and for identifying and making acquisitions and investments on our behalf.
 
Organization
 
In connection with our initial capitalization, on January 19, 2007, we issued 22,471 shares of our common stock and 1,000 shares of our convertible stock to Behringer Harvard Holdings, LLC (“BHH”).  BHH transferred its shares of convertible stock to one of its affiliates on April 2, 2010.
 
As of June 30, 2014, we had issued 26.7 million shares of our common stock, including 22,471 shares owned by BHH and 2.2 million shares issued through the distribution reinvestment plan (the “DRP”).  As of June 30, 2014, we had redeemed 0.7 million shares of our common stock and had 26 million shares of common stock outstanding.  As of June 30, 2014, we had 1,000 shares of convertible stock held by an affiliate of BHH.
 
Our common stock is not currently listed on a national securities exchange.  The timing of a liquidity event will depend upon then prevailing market conditions. We currently intend to consider the process of disposing assets, liquidating, and distributing the net proceeds to our stockholders no later than three to six years after the termination of our initial public offering of common stock, which occurred on July 3, 2011.  Economic or market conditions may, however, result in different holding periods for different assets. If we do not begin an orderly liquidation, we may seek to have our shares listed on a national securities exchange or seek alternative liquidation opportunities. 

7

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 



2.                                      Interim Unaudited Financial Information
 
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 26, 2014.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted 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.
 
The results for the interim periods shown in this report are not necessarily indicative of future financial results.  The accompanying condensed consolidated balance sheet as of June 30, 2014, the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2014 and 2013 and condensed consolidated statements of equity and cash flows for the six months ended June 30, 2014 and 2013 have not been audited by our independent registered public accounting firm.  In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to fairly present our condensed consolidated financial position as of June 30, 2014 and December 31, 2013 and our condensed consolidated results of operations and cash flows for the periods ended June 30, 2014 and 2013.  Such adjustments are of a normal recurring nature.
In the Notes to Condensed Consolidated Financial Statements, all dollar and share amounts in tabulation are in thousands of dollars and shares, respectively, unless otherwise noted.

3.                                      Summary of Significant Accounting Policies

Described below are certain of our significant accounting policies.  The disclosures regarding several of the policies have been condensed or omitted in accordance with interim reporting regulations specified by Form 10-Q.  Please see our Annual Report on Form 10-K for a complete listing of all of our significant accounting policies.
 
Use of Estimates in the Preparation of Financial Statements
 
The preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reporting period.  These estimates include such items as purchase price allocation for real estate acquisitions, impairment of long-lived assets, depreciation and amortization, and allowance for doubtful accounts.  Actual results could differ from those estimates.
 
Principles of Consolidation and Basis of Presentation
 
Our consolidated financial statements include our accounts and the accounts of other subsidiaries over which we have control.  All inter-company transactions, balances, and profits have been eliminated in consolidation.  Interests in entities acquired will be evaluated based on applicable GAAP, which includes the requirement to consolidate entities deemed to be variable interest entities (“VIE”) in which we are the primary beneficiary.  If the interest in the entity is determined not to be a VIE, then the entity will be evaluated for consolidation based on legal form, economic substance, and the extent to which we have control and/or substantive participating rights under the respective ownership agreement.  For entities in which we have less than a controlling interest or entities which we are not deemed to be the primary beneficiary, we account for the investment using the equity method of accounting.
 
There are judgments and estimates involved in determining if an entity in which we have made an investment is a VIE and, if so, whether we are the primary beneficiary.  The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity.  Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility and using a discount rate to determine the net present value of those future losses.  A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our financial statements.
 

8

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Real Estate
 
Upon the acquisition of real estate properties, we recognize the assets acquired, the liabilities assumed and any noncontrolling interest as of the acquisition date, measured at their fair values.  The acquisition date is the date on which we obtain control of the real estate property.  The assets acquired and liabilities assumed may consist of land, inclusive of associated rights, buildings, assumed debt, identified intangible assets and liabilities and asset retirement obligations. Identified intangible assets generally consist of above-market leases, in-place leases, in-place tenant improvements, in-place leasing commissions and tenant relationships.  Identified intangible liabilities generally consist of below-market leases. Goodwill is recognized as of the acquisition date and measured as the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree over the fair value of the identifiable net assets acquired.  Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired.  Acquisition-related costs are expensed in the period incurred.  Initial valuations are subject to change until our information is finalized, which is no later than twelve months from the acquisition date.
 
The fair value of the tangible assets acquired, consisting of land and buildings, is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and buildings.  Land values are derived from appraisals, and building values are calculated as replacement cost less depreciation or management’s estimates of the fair value of these assets using discounted cash flow analyses or similar methods believed to be used by market participants.  The value of buildings is depreciated over the estimated useful life of 25 years using the straight-line method.
 
We determine the fair value of assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that management believes we could obtain at the date of the debt assumption.  Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan using the effective interest method.
 
We determine the value of above-market and below-market leases for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) management’s estimate of current market lease rates for the corresponding in-place leases, measured over a period equal to (a) the remaining non-cancelable lease term for above-market leases, or (b) the remaining non-cancelable lease term plus any below-market fixed rate renewal options that, based on a qualitative assessment of several factors, including the financial condition of the lessee, the business conditions in the industry in which the lessee operates, the economic conditions in the area in which the property is located, and the ability of the lessee to sublease the property during the renewal term, are reasonably assured to be exercised by the lessee for below-market leases.  We record the fair value of above-market and below-market leases as intangible assets or intangible liabilities, respectively, and amortize them as an adjustment to rental income over the determined lease term.
 
The total value of identified real estate intangible assets acquired is further allocated to in-place leases, in-place tenant improvements, in-place leasing commissions and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant.  The aggregate value for tenant improvements and leasing commissions is based on estimates of these costs incurred at inception of the acquired leases, amortized through the date of acquisition.  The aggregate value of in-place leases acquired and tenant relationships is determined by applying a fair value model.  The estimates of fair value of in-place leases include an estimate of carrying costs during the expected lease-up periods for the respective spaces considering current market conditions.  In estimating the carrying costs that would have otherwise been incurred had the leases not been in place, we include such items as real estate taxes, insurance and other operating expenses as well as lost rental revenue during the expected lease-up period based on current market conditions.  The estimates of the fair value of tenant relationships also include costs to execute similar leases including leasing commissions, legal fees and tenant improvements as well as an estimate of the likelihood of renewal as determined by management on a tenant-by-tenant basis.
 
We amortize the value of in-place leases, in-place tenant improvements and in-place leasing commissions to expense over the initial term of the respective leases.  The tenant relationship values are amortized to expense over the initial term and any anticipated renewal periods, but in no event does the amortization period for intangible assets or liabilities exceed the remaining depreciable life of the building.  Should a tenant terminate its lease, the unamortized portion of the acquired lease intangibles related to that tenant would be charged to expense.
 

9

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Anticipated amortization expense associated with the acquired lease intangibles for each of the following five years as of June 30, 2014 is as follows: 
Year
Lease / Other
Intangibles
July 1, 2014 - December 31, 2014
$
110

2015
129

2016
111

2017
59

2018
24

 
Accumulated depreciation and amortization related to our consolidated investments in real estate assets and intangibles were as follows: 
June 30, 2014
 
Buildings and Improvements
 
Land and Improvements
 
Lease Intangibles
 
Acquired
Below-Market Leases
Cost
 
$
212,402

 
$
57,972

 
$
3,854

 
$
(619
)
Less: depreciation and amortization
 
(20,671
)
 
(1,755
)
 
(2,839
)
 
347

Net
 
$
191,731

 
$
56,217

 
$
1,015

 
$
(272
)
 
December 31, 2013
 
Buildings and Improvements
 
Land and Improvements
 
Lease Intangibles
 
Acquired
Below-Market Leases
Cost
 
$
241,881

 
$
66,828

 
$
8,102

 
$
(768
)
Less: depreciation and amortization
 
(22,358
)
 
(1,421
)
 
(6,282
)
 
444

Net
 
$
219,523

 
$
65,407

 
$
1,820

 
$
(324
)

Real Estate Held for Sale and Discontinued Operations
We classify properties as held for sale when certain criteria are met, in accordance with GAAP.  At that time we present the assets and obligations of the property held for sale separately in our consolidated balance sheet and we cease recording depreciation and amortization expense related to that property.  Properties held for sale are reported at the lower of their carrying amount or their estimated fair value, less estimated costs to sell.  We had no property classified as held for sale at June 30, 2014 or December 31, 2013.
Effective as of April 1, 2014, we adopted the revised guidance regarding discontinued operations as further discussed in Note 4, New Accounting Pronouncements. For sales of real estate or assets classified as held for sale after April 1, 2014, we will evaluate whether the disposal transaction meets the criteria of a strategic shift and will have a major effect on our operations and financial results to determine if the results of operations and gains on sale of real estate will be presented as part of our continuing operations or as discontinued operations in our consolidated statements of operations. If the disposal represents a strategic shift, it will be classified as discontinued operations for all periods presented; if not, it will be presented in continuing operations.
Investment Impairment
For all of our real estate and real estate related investments, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable.  Examples of the types of events and circumstances that would cause management to assess our assets for potential impairment include, but are not limited to:  a significant decrease in the market price of an asset; a significant adverse change in the manner in which the asset is being used; an accumulation of costs in excess of the acquisition basis plus construction of the property; major vacancies and the resulting loss of revenues; natural disasters; a change in the projected holding period; legitimate purchase offers and changes in the global and local markets or economic conditions.  Our assets may at times be concentrated in limited geographic locations and, to the extent that our portfolio is concentrated in limited geographic locations, downturns specifically related to such regions may result in tenants defaulting on their lease obligations at a portion of our properties within a short time period, which may result in asset impairments.  When such events or changes in circumstances are present, we assess potential impairment by

10

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)


comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition to the carrying amount of the asset.  These projected cash flows are prepared internally by the Advisor and reflect in-place and projected leasing activity, market revenue and expense growth rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. The Company’s Chief Financial Officer and Chief Accounting Officer review these projected cash flows to assure that the valuation is prepared using reasonable inputs and assumptions that are consistent with market data or with assumptions that would be used by a third-party market participant and assume the highest and best use of the investment. We consider trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value.  While we believe our estimates of future cash flows are reasonable, different assumptions regarding factors such as market rents, economic conditions, and occupancy rates could significantly affect these estimates.
 
In evaluating our investments for impairment, management may use appraisals and make estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership, and the projected sales price of each of the properties.  A future change in these estimates and assumptions could result in understating or overstating the carrying value of our investments, which could be material to our financial statements.
 
We also evaluate our investments in unconsolidated joint ventures at each reporting date.  If we believe there is an other than temporary decline in market value, we will record an impairment charge based on these evaluations.  We assess potential impairment by comparing our portion of estimated future undiscounted operating cash flows expected to be generated by the joint venture over the life of the joint venture’s assets to the carrying amount of the joint venture.  In the event that the carrying amount exceeds our portion of estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the joint venture to its estimated fair value.
 
We believe the carrying value of our operating real estate is currently recoverable.  Accordingly, there were no impairment charges for the six months ended June 30, 2014 and 2013.  However, if market conditions worsen unexpectedly or if changes in our strategy significantly affect any key assumptions used in our fair value calculations, we may need to take charges in future periods for impairments related to our existing investments.  Any such non-cash charges would have an adverse effect on our consolidated financial position and results of operations.
 
Investment in Unconsolidated Joint Venture
We provide funding to third party developers for the acquisition, development and construction of real estate (“ADC Arrangement”).  Under the ADC Arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property.  We evaluate this arrangement to determine if they have characteristics similar to a loan or if the characteristics are more similar to a joint venture or partnership such as participating in the risks and rewards of the project as an owner or an investment partner.  When we determine that the characteristics are more similar to a jointly-owned investment or partnership, we account for the arrangement as an investment in an unconsolidated joint venture under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting. The ADC Arrangement is reassessed at each reporting period. See Note 8 for further discussion.
Revenue Recognition
 
We recognize rental income generated from leases of our operating properties on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any.  Straight-line rent was a charge of less than $0.1 million recognized in rental revenues for the three and six months ended June 30, 2014. Straight-line rent was income of $0.1 million and $0.3 million recognized in rental revenues for the three and six months ended June 30, 2013, respectively, and includes amounts recognized in discontinued operations. Leases associated with our multifamily, student housing, hotel and self storage assets are generally short-term in nature, and thus have no straight-line rent. Net above-market lease amortization of less than $0.1 million was recognized in rental revenues for the three and six months ended June 30, 2014. Net below-market lease amortization of less than $0.1 million was recognized in rental revenues for the three and six months ended June 30, 2013 and includes amounts recognized in discontinued operations.
 
Hotel revenue is derived from the operations of the Courtyard Kauai at Coconut Beach Hotel and consists primarily of guest room, food and beverage, and other ancillary revenues such as laundry and parking. Hotel revenue is recognized as the services are rendered.

11

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)



Accounts Receivable
 
Accounts receivable primarily consist of receivables related to our consolidated properties of $1.6 million and $3 million as of June 30, 2014 and December 31, 2013, respectively, and include straight-line rental revenue receivables of $0.4 million and $1 million as of June 30, 2014 and December 31, 2013, respectively. 

Furniture, Fixtures, and Equipment
 
Furniture, fixtures, and equipment are recorded at cost and are depreciated according to the Company’s capitalization policy which uses the straight-line method over their estimated useful lives of five to seven years.  Maintenance and repairs are charged to operations as incurred.  Accumulated depreciation associated with our furniture, fixtures, and equipment was $5.2 million and $4.2 million as of June 30, 2014 and December 31, 2013, respectively.
 
Deferred Financing Fees
 
Deferred financing fees are recorded at cost and are amortized to interest expense of our notes payable using a straight-line method that approximates the effective interest method over the life of the related debt.  Accumulated amortization of deferred financing fees was $1.8 million as of June 30, 2014 and December 31, 2013.
 
Income Taxes
 
We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and have qualified as a REIT since the year ended December 31, 2008.  To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income to our stockholders.  As a REIT, we generally will not be subject to federal income tax at the corporate level.  We are organized and operate in such a manner as to qualify for taxation as a REIT under the Code and intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. Taxable income from non-REIT activities managed through a taxable REIT subsidiary (“TRS”) is subject to applicable federal, state, and local income and margin taxes. We have no taxable income associated with a TRS. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.

We have reviewed our tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that the tax positions taken relative to our federal tax status as a REIT will be sustained in any tax examination.

Foreign Currency Translation
 
For our international investments where the functional currency is other than the U.S. dollar, assets and liabilities are translated using period-end exchange rates, while the statement of operations amounts are translated using the average exchange rates for the respective period. Gains and losses resulting from the change in exchange rates from period to period are reported separately as a component of other comprehensive income (loss) (“OCI”). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations and comprehensive income.

The Euro is the functional currency for the operations of Holstenplatz and Alte Jakobstraße. We also maintain a Euro-denominated bank account that is translated into U.S. dollars at the current exchange rate at each reporting period. For the three and six months ended June 30, 2014, the foreign currency translation adjustment was a loss of less than $0.1 million. For the three and six months ended June 30, 2013, the foreign currency translation adjustment was a gain of $0.2 million and a loss of $0.1 million, respectively.
 

12

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)


Concentration of Credit Risk
 
At June 30, 2014 and December 31, 2013, we had cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels.  We have diversified our cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities.  We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash.

Geographic, Asset Type and Industry Concentration

At any one time, a significant portion of our investments could be in one property class or concentrated in one or several geographic regions that are subject to higher risk of foreclosure. To the extent that our portfolio is concentrated in limited geographic regions, types of assets, industries or business sectors, downturns relating generally to such region, type of asset, industry or business sector may result in defaults on a number of our investments within a short time period, which may reduce our net income and the value of our common stock and accordingly limit our ability to fund our operations.

Noncontrolling Interest
 
Noncontrolling interest represents the noncontrolling ownership interest’s proportionate share of the equity in our consolidated real estate investments.  Income and losses are allocated to noncontrolling interest holders based generally on their ownership percentage.  In certain instances, our joint venture agreement provides for liquidating distributions based on achieving certain return metrics (“promoted interest”).  If a property reaches a defined return threshold, then it will result in distributions to noncontrolling interest which is different from the standard pro-rata allocation percentage.
 
Earnings per Share
 
Net income per share is calculated based on the weighted average number of common shares outstanding during each period.  The weighted average shares outstanding used to calculate both basic and diluted income per share were the same for each of the three and six months ended June 30, 2014 and 2013, as there were no potentially dilutive securities outstanding.
 
Subsequent Events
 
We have evaluated subsequent events for recognition or disclosure in our condensed consolidated financial statements.

4.                                  New Accounting Pronouncements
 In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), Presentation of Financial Statements and Property, Plant, and Equipment (Topics 205 and 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  The updated guidance revised the definition of a discontinued operation by limiting discontinued operations reporting to disposals of components of an entity that represent a strategic shift that has or will have a major effect on an entity’s operations and financial results when a component of an entity or a group of components of an entity are classified as held for sale or disposed of by sale or by means other than a sale, such as an abandonment. Examples of a strategic shift could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. In addition, ASU 2014-08 requires expanded disclosures for discontinued operations so users of the financial statements will be provided with more information about the assets, liabilities, revenues and expenses of discontinued operations. We adopted this guidance effective April 1, 2014. Our results of operations and gains on real estate sold beginning April 1, 2014 that do not meet the criteria of a strategic shift that has or will have a major effect on our operations and financial results will be presented as continuing operations in our condensed consolidated statements of operations. Any sales of real estate prior to April 1, 2014 that were reported in discontinued operations in prior reporting periods will continue to be reported as discontinued operations.

13

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


In May 2014, the FASB issued an update (“ASU 2014-09”) to ASC Topic 606, Revenue from Contracts with Customers.  ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.  ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.  ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2016.  We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.
5.                                      Assets and Liabilities Measured at Fair Value
 Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy) has been established.
 Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have the ability to access.  Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entity’s own assumptions, as there is little, if any, related market activity.  In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Recurring Fair Value Measurements
 Currently, we use interest rate swaps and caps to manage our interest rate risk.  The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.  This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, implied volatilities, and foreign currency exchange rates.
We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties.  However, as of June 30, 2014, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.  As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
 The following fair value hierarchy table presents information about our assets measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013: 
June 30, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 

 
 

 
 

 
 

Derivative financial instruments
 
$

 
$
55

 
$

 
$
55

December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 

 
 

 
 

 
 

Derivative financial instruments
 
$

 
$
174

 
$

 
$
174

 
Derivative financial instruments classified as assets are included in prepaid expenses and other assets on the balance sheet.

14

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 



6.                                      Financial Instruments not Reported at Fair Value
 
We determined the following disclosure of estimated fair values using available market information and appropriate valuation methodologies.  However, considerable judgment is necessary to interpret market data and develop the related estimates of fair value.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
 
As of June 30, 2014 and December 31, 2013, management estimated that the carrying value of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, other liabilities, payables/receivables from related parties, and distributions payable to noncontrolling interests were at amounts that reasonably approximated their fair value based on their highly-liquid nature and/or short-term maturities.  The notes payable of $195.1 million and $212 million as of June 30, 2014 and December 31, 2013, respectively, have a fair value of approximately $191.8 million and $207.8 million as of June 30, 2014 and December 31, 2013, respectively, based upon interest rates for debt with similar terms and remaining maturities that management believes we could obtain.  The fair value of the notes payable is categorized as a Level 2 basis.  The fair value is estimated using a discounted cash flow analysis valuation on the borrowing rates currently available for loans with similar terms and maturities.  The fair value of the notes payable was determined by discounting the future contractual interest and principal payments by a market rate.  Disclosure about fair value of financial instruments is based on pertinent information available to management as of June 30, 2014 and December 31, 2013. 

7.                                      Real Estate and Real Estate-Related Investments

As of June 30, 2014, we consolidated 11 real estate assets.  The following table presents certain information about our consolidated investments as of June 30, 2014:

Property Name
Description
Location
Date Acquired
Ownership
Interest
Holstenplatz
Office building
Hamburg, Germany
June 30, 2010
100%
Gardens Medical Pavilion(1)
Medical office building
Palm Beach Gardens, Florida
October 20, 2010
79.8%
Courtyard Kauai Coconut Beach Hotel
Hotel
Kauai, Hawaii
October 20, 2010
80%
River Club and the Townhomes at River Club
Student housing
Athens, Georgia
April 25, 2011
85%
Babcock Self Storage
Self storage
San Antonio, Texas
August 30, 2011
85%
Lakes of Margate
Multifamily
Margate, Florida
October 19, 2011
92.5%
Arbors Harbor Town
Multifamily
Memphis, Tennessee
December 20, 2011
94%
Alte Jakobstraße
Office building
Berlin, Germany
April 5, 2012
99.7%
Wimberly at Deerwood (“Wimberly”)
Multifamily
Jacksonville, Florida
February 19, 2013
95%
22 Exchange
Student housing
Akron, Ohio
April 16, 2013
90%
Parkside Apartments (“Parkside”)
Multifamily
Sugarland, Texas
August 8, 2013
90%
 ________________________________
(1) 
We acquired a portfolio of eight medical office buildings, known as the Original Florida MOB Portfolio on October 8, 2010.  We acquired a medical office building known as Gardens Medical Pavilion on October 20, 2010.  Collectively, the Original Florida MOB Portfolio and Gardens Medical Pavilion were referred to as the Florida MOB Portfolio.  The Florida MOB Portfolio consisted of nine medical office buildings.  On September 20, 2013, we sold the Original Florida MOB Portfolio. As of June 30, 2014, we own approximately 79.8% of the ninth building, Gardens Medical Pavilion.

15

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


Real Estate Asset Disposition
1875 Lawrence
On May 30, 2014, we sold 1875 Lawrence for a contract sales price of approximately $46.7 million. We recorded a gain on sale of real estate property of $11.4 million and loss on early extinguishment of debt of $0.5 million which was comprised of the write-off of deferred financing fees of $0.4 million and an early termination fee of $0.1 million. A portion of the proceeds from the sale were used to pay off in full the existing indebtedness of approximately $15.6 million associated with the office building. The disposal of the 1875 Lawrence property does not represent a strategic shift, therefore it is presented in continuing operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2014. Any sales of real estate prior to April 1, 2014 that were reported in discontinued operations in prior reporting periods will continue to be reported as discontinued operations.
Sales of Real Estate Reported in Continuing Operations
The following table presents our sale of real estate for the six months ended June 30, 2014 (in millions):
Date of Sale
 
Property
 
Ownership Interest
 
Sales Contract Price
 
Net Cash Proceeds
 
Gain on Sale of Real Estate
May 30, 2014
 
1875 Lawrence
 
100%
 
$
46.7

 
$
46.3

 
$
11.4

The following table presents net income attributable to the Company for the three and six months ended June 30, 2014 and 2013 related to the 1875 Lawrence office building sold in 2014. Net income for the three and six months ended June 30, 2014 includes the gain on sale of real estate (in millions):
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to the Company
 
$
10.6

 
$
(0.4
)
 
$
9.9

 
$
(0.8
)
Discontinued Operations
As discussed in Note 4, New Accounting Pronouncements, we adopted the provisions of the recently issued FASB guidance regarding the reporting of discontinued operations. Accordingly, we have no discontinued operations for the three or six months ended June 30, 2014. See Note 16, Asset Sales and Discontinued Operations, for additional disclosures regarding discontinued operations for the three and six months ended June 30, 2013.

8.                                      Investment in Unconsolidated Joint Venture
 On May 24, 2013, we (the “Lender”) provided mezzanine financing totaling $13.7 million to an unaffiliated third-party entity that owns and is developing an apartment complex in Denver, Colorado (“Prospect Park”).  The developer also has a senior construction loan with a third-party senior construction lender (the “Senior Lender”), in an aggregate principal amount of $35.6 million.  The senior construction loan is guaranteed by the owners of the developer.  We also have a completion guaranty from the developer. Our mezzanine loan to the developer is subordinate to the senior construction loan.  Our loan is collateralized by the property and has an annual stated interest rate of 10% for the first three years of the term, followed by two one-year extension options at which point the annual interest rate would increase to 14%.  We have evaluated this ADC Arrangement and determined that the characteristics are similar to a jointly-owned investment or partnership, and accordingly, the investment is accounted for as an unconsolidated joint venture under the equity method of accounting instead of loan accounting since we will participate in the residual interests through the sale or refinancing of the property.
 As of June 30, 2014, the outstanding principal balance under our mezzanine loan was $13.7 million. Interest capitalized for the three and six months ending June 30, 2014 was $0.1 million and $0.2 million, respectively.  Interest capitalized for the three and six months ending June 30, 2013 was less than $0.1 million. For the three and six months ended June 30, 2014, we recorded no equity in earnings (losses) of unconsolidated joint venture related to our investment in Prospect Park.

16

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


The following table sets forth our ownership interest in Prospect Park: 
Property Name
 
Ownership Interest at June 30, 2014
 
Carrying Amount at June 30, 2014
 
 
Prospect Park
 
N/A
 
$12,234
 
(1)
  ______________________________
(1)
During the three and six months ended June 30, 2014, we capitalized $0.1 million and $0.2 million of interest, respectively. For the year ended December 31, 2013, approximately $2 million of the $2.4 million of distributions was an interest reserve funded at closing (classified as restricted cash on the condensed consolidated balance sheet). The balance of the interest reserve was $0.5 million at June 30, 2014.

Due to projected cost overruns in excess of the budget associated with the construction of Prospect Park, an event of default was declared by the senior construction lender on April 28, 2014. In accordance with our rights under the mezzanine loan, we also declared an event of default on May 5, 2014. The developer is currently in negotiations with the senior construction lender, as well as with us, to remedy the events of default. We will continue to monitor this situation and any impact these events might have on our ability to ultimately realize our investment. We considered the impact of these events on the accounting treatment and determined the ADC Arrangement will continue to be accounted for as an unconsolidated joint venture under the equity method of accounting. The ADC Arrangement is reassessed at each reporting period.

9.                                      Notes Payable
 
The following table sets forth information on our notes payable as of June 30, 2014 and December 31, 2013:
 
 
Notes Payable as of
 
 
 
 
Description
 
June 30, 2014
 
December 31, 2013
 
Interest Rate
 
Maturity Date
1875 Lawrence(2)
 
$

 
$
15,621

 
30-day LIBOR + 5.35%
(1) 
1/1/2016
Holstenplatz
 
10,357

 
10,581

 
3.887%
 
4/30/2015
Courtyard Kauai at Coconut Beach Hotel
 
38,000

 
38,000

 
30-day LIBOR + .95%
(1) 
11/9/2015
Florida MOB Portfolio - Gardens Medical Pavilion
 
13,861

 
14,040

 
4.9%
 
1/1/2018
River Club and the Townhomes at River Club
 
24,838

 
25,010

 
5.26%
 
5/1/2018
Babcock Self Storage
 
2,160

 
2,182

 
5.80%
 
8/30/2018
Lakes of Margate
 
14,852

 
14,966

 
5.49% and 5.92%
 
1/1/2020
Arbors Harbor Town
 
25,814

 
26,000

 
3.985%
 
1/1/2019
Alte Jakobstraße
 
8,037

 
8,275

 
2.3%
 
12/30/2015
Wimberly
 
26,685

 
26,685

 
30-day LIBOR + 2.28%
(1) 
3/1/2023
22 Exchange
 
19,500

 
19,500

 
3.93%
 
5/5/2023
Parkside(3)
 
11,003

 
11,177

 
5%
 
6/1/2018
 
 
$
195,107

 
$
212,037

 
 
 
 
_________________________________
(1)
30-day London Interbank Offer Rate ("LIBOR") was 0.15% at June 30, 2014.
(2)
On May 30, 2014, we sold the 1875 Lawrence office building to an unaffiliated third party.  A portion of the proceeds from the sale were used to pay off in full the existing indebtedness associated with the property.
(3)
Includes approximately $0.7 million of unamortized premium related to debt we assumed at acquisition.
 
At June 30, 2014, our notes payable balance was $195.1 million and consisted of the notes payable related to our consolidated properties.  We have guaranteed payment of certain recourse liabilities with respect to certain customary nonrecourse carveouts as set forth in the guaranties in favor of the unaffiliated lenders with respect to the Courtyard Kauai at Coconut Beach Hotel, Wimberly, 22 Exchange and Parkside notes payable. On May 30, 2014, we sold 1875 Lawrence for a contract sales price of approximately $46.7 million. We recorded a gain on sale of real estate property of $11.4 million and loss on early extinguishment of debt of $0.5 million, which was comprised of the write-off of deferred financing fees of $0.4 million

17

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


and an early termination fee of $0.1 million. A portion of the proceeds from the sale were used to pay off in full the existing indebtedness of approximately $15.6 million associated with the office building. For the three and six months ended June 30, 2014, we capitalized interest of $0.1 million and $0.2 million, respectively, in connection with our equity method investment in Prospect Park. Interest capitalized for the three and six months ending June 30, 2013 was less than $0.1 million.
We are subject to customary affirmative, negative, and financial covenants and representations, warranties and borrowing conditions, all as set forth in our loan agreements, including, among other things, maintaining minimum debt service coverage ratios, loan to value ratios and liquidity. As of June 30, 2014, we believe we were in compliance with the covenants under our loan agreements.
 Our debt secured by Courtyard Kauai at Coconut Beach Hotel, with a balance of $38 million at June 30, 2014, matures on November 9, 2015. The loan has an 18-month renewal option to extend the term to May 9, 2017. Our debt secured by Holstenplatz and Alte Jakobstraße, with balances of $10.4 million and $8 million at June 30, 2014, respectively, also mature in 2015. We currently expect to pay-off or refinance these two loans by their respective maturity dates of April 30, 2015 and December 30, 2015.
The following table summarizes our contractual obligations for principal payments as of June 30, 2014:  
Year
Amount Due
July 1, 2014 - December 31, 2014
$
1,209

2015
58,097

2016
2,497

2017
2,724

2018
49,396

Thereafter
80,525

Total contractual obligations for principal payments
$
194,448

Unamortized premium
659

Total notes payable
$
195,107

 

10.                               Leasing Activity
 
Future minimum base rental payments of our office properties due to us under non-cancelable leases in effect as of June 30, 2014 for our consolidated properties are as follows: 
Year
 
Amount Due
July 1, 2014 - December 31, 2014
 
$
1,106

2015
 
179

2016
 
690

2017
 
601

2018
 
490

Thereafter
 
1,150

Total
 
$
4,216

 
 
The schedule above does not include rental payments due to us from our multifamily, hotel, student housing, and self-storage properties, as leases associated with these properties typically are for periods of one year or less.

18

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)



11.                               Derivative Instruments and Hedging Activities
 
We may be exposed to the risk associated with variability of interest rates that might impact our cash flows and the results of operations.  The hedging strategy of entering into interest rate caps and swaps, therefore, is to eliminate or reduce, to the extent possible, the volatility of cash flows.  As of June 30, 2014, none of our derivative instruments were designated as hedging instruments. We have two interest rate caps as of June 30, 2014.

Derivative instruments classified as assets were reported at their combined fair values of less than $0.1 million and $0.2 million in prepaid expenses and other assets at June 30, 2014 and December 31, 2013, respectively.  During the six months ended June 30, 2014 and 2013, we recorded reclassifications of unrealized loss of less than $0.1 million and $0.1 million, respectively, to adjust the carrying amount of the interest rate caps. The reclassification out of OCI in our statement of equity for the six months ended June 30, 2014 and 2013 was due to all derivatives being designated as non-hedging instruments as of January 1, 2013 compared to being designated as hedging instruments as of December 31, 2012.

The following table summarizes the notional values of our derivative financial instruments.  The notional values provide an indication of the extent of our involvement in these instruments, but do not represent exposure to credit, interest rate, or market risks: 
Type / Description
 
Notional
Value
 
Interest Rate /
Strike Rate
 
Index
 
Maturity Date
Not Designated as Hedging Instruments
 
 

 
 
 
 
 
 
Interest rate cap - Courtyard Kauai Coconut Beach Hotel
 
$
38,000

 
6.00%
 
30-day LIBOR
 
October 15, 2014
Interest rate cap - Wimberly
 
26,685

 
4.56%
 
30-day LIBOR
 
March 1, 2018
 
The table below presents the fair value of our derivative financial instruments, as well as their classification on the consolidated balance sheets as of June 30, 2014 and December 31, 2013: 
 
 
 
 
Asset Derivatives
Derivatives not designated as hedging instruments:
 
Balance Sheet Location
 
June 30, 2014
 
December 31, 2013
 
 
 
 
 
 
 
Interest rate derivative contracts
 
Prepaid expenses and other assets
 
$
55

 
$
174

 
The table below presents the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013: 
Derivatives Not Designated as Hedging Instruments
Amount of Gain or (Loss) (1)
Three months ended June 30,
 
Six months ended June 30,
2014
2013
 
2014
2013
$
(103
)
$
41

 
$
(159
)
$
(30
)

12.                               Commitments and Contingencies
 
Operating Leases

On September 20, 2013, we sold the Original Florida MOB Portfolio. Prior to the sale, our operating leases consisted of ground leases on each of the original eight buildings acquired in connection with the purchase of the Original Florida MOB Portfolio.  Each ground lease was for a term of 50 years, with a 25-year extension option.  The annual payment for each ground lease increased by 10% every 5 years.  As of June 30, 2014, we do not have operating leases. For the six months ended June 30, 2013, we incurred $0.2 million in lease expense related to our ground leases which is included in discontinued operations.  

19

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 



13.                               Distributions

Distributions are authorized at the discretion of our board of directors based on its analysis of our performance over the previous periods and expectations of performance for future periods. These analyses may include actual and anticipated operating cash flow, changes in market capitalization rates for investments suitable for our portfolio, capital expenditure needs, general financial and market conditions, proceeds from asset sales and other factors that our board deems relevant. The board’s decision will be substantially influenced by its obligation to ensure that we maintain our federal tax status as a REIT. We cannot provide assurance that we will pay distributions at any particular level, or at all. We did not pay any distributions to stockholders during the three and six months ended June 30, 2014 and 2013.

We have paid and may in the future pay some or all of our distributions from sources other than operating cash flow. We have, for example, generated cash to pay distributions from sales activities and financing activities, components of which included proceeds from the initial public offering and the follow-on public offerings (collectively, the “Offerings”) and borrowings (including borrowings secured by our assets) in anticipation of future operating cash flow. We have also utilized cash from refinancing and dispositions, the components of which may represent a return of capital and/or the gains on sale. In addition, from time to time, our Advisor may agree to waive or defer all or a portion of the acquisition, asset management or other fees or incentives due to it, pay general administrative expenses or otherwise supplement investor returns which may increase the amount of cash that we have available to pay distributions to our stockholders.

14.                               Related Party Transactions
 The Advisor and certain of its affiliates receive fees and compensation in connection with the acquisition, management, and sale of our assets based on the Advisory Management Agreement, as amended and restated.
Fourth Amended and Restated Advisory Management Agreement
Recently, the Advisor and the Company, through members of a special committee composed solely of independent directors, considered and discussed the calculation and application of certain fee and expense reimbursement provisions contained in the Advisory Management Agreement. We entered into the Fourth Amended and Restated Advisory Management Agreement (the “Fourth Advisory Agreement”) with our Advisor on June 6, 2014 to, among other things, revise the acquisition and advisory fees, asset management fee, and the debt financing fee that may be paid to the Advisor and to fix certain expense reimbursement provisions. The Fourth Advisory Agreement is effective as of January 1, 2014.
The Advisor or its affiliates receive acquisition and advisory fees of 1.5% of the amount paid in respect of the purchase, development, construction, or improvement of each asset we acquire, including any debt attributable to those assets. In addition, the Advisor and its affiliates will also receive acquisition and advisory fees of 1.5% of the funds advanced in respect of a loan investment. Before January 1, 2014, this rate was 2.5%. We incurred acquisition and advisory fees payable to the Advisor of less than $0.1 million for the six months ended June 30, 2014 as a result of improvements made to our assets. We incurred acquisition and advisory fees payable to the Advisor of $1.9 million for the six months ended June 30, 2013. During the six months ended June 30, 2014, we had no acquisitions. During the six months ended June 30, 2013, we made three separate real estate acquisitions, one of which was a loan investment.
The Advisor or its affiliates also receive an acquisition expense reimbursement in the amount of (i) 0.25% of the funds paid for purchasing an asset, including any debt attributable to the asset, plus 0.25% of the funds budgeted for development, construction, or improvement in the case of assets that we acquire and intend to develop, construct, or improve or (ii) 0.25% of the funds advanced in respect of a loan investment. We also pay third parties, or reimburse the Advisor or its affiliates, for any investment-related expenses due to third parties in the case of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, third-party brokerage or finder's fees, title insurance, premium expenses, and other closing costs.
In addition, acquisition expenses for which we will reimburse the Advisor, include any payments approved in advance by our board of directors made to (i) a prospective seller of an asset, (ii) an agent of a prospective seller of an asset, or (iii) a party that has the right to control the sale of an asset intended for investment by us that are not refundable and that are not ultimately applied against the purchase price for such asset. Previously, to the extent the Advisor or its affiliates directly provided services, formerly provided or usually provided by third parties, including, without limitation, accounting services related to the preparation of audits required by the Securities and Exchange Commission, property condition reports, title services, title insurance, insurance brokerage or environmental services related to the preparation of environmental assessments

20

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


in connection with a completed investment, the direct employee costs and burden to the Advisor of providing these services was included as acquisition expenses for which we reimbursed the Advisor. Pursuant to the Fourth Advisory Agreement, effective January 1, 2014, such services will no longer be included as acquisition expenses for which the Company will reimburse the Advisor.
In addition, the Advisor is responsible for paying all of the expenses it incurs associated with persons employed by the Advisor to the extent that they are dedicated to making investments for us, such as wages and benefits of the investment personnel. The Advisor and its affiliates are also responsible for paying all of the investment-related expenses that we or the Advisor or its affiliates incur that are due to third parties or related to the additional services provided by the Advisor as described above with respect to investments we do not make, other than certain non-refundable payments made in connection with any acquisition. For the six months ended June 30, 2014 we incurred less than $0.1 million in acquisition expense reimbursements. For the six months ended June 30, 2013, we incurred acquisition expense reimbursements of $0.2 million.
Beginning January 1, 2014, we pay the Advisor or its affiliates a debt financing fee of 0.5% of the amount available under any loan or line of credit made available to us and will pay directly all third party costs associated with obtaining the debt financing. Before January 1, 2014, we paid the Advisor a debt financing fee of 1%. We incurred no debt financing fees for the six months ended June 30, 2014. We incurred debt financing fees of $0.4 million for the six months ended June 30, 2013. 
We pay the Advisor or its affiliates a development fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project if such affiliate provides the development services and if a majority of our independent directors determines that such development fee is fair and reasonable to us.  We incurred no such fees for the six months ended June 30, 2014 and 2013.
Prior to January 1, 2014, we paid the Advisor or its affiliates a monthly asset management fee of one-twelfth of 1.0% of the sum of the higher of the cost or value of each asset. Pursuant to the Fourth Advisory Agreement, we pay the Advisor or its affiliates a monthly asset management fee which, effective January 1, 2014, is one-twelfth of 0.7% of the value of each asset. The value of our assets will be the value as determined in connection with the establishment and publication of an estimated value per share unless the asset was acquired after our publication of an estimated value per share (in which case the value of the asset will be the contract purchase price of the asset). In addition, pursuant to the Fourth Advisory Agreement, the Advisor agreed to waive asset management fees previously accrued during the period from August 2013 to December 2013 of $0.3 million. Therefore, we reversed this accrual in the second quarter of 2014. In addition, we reversed approximately $0.1 million in the second quarter of 2014 to reflect the reduction in the fee structure related to the first quarter of 2014. For the six months ended June 30, 2014 and 2013, we expensed $1 million and $1.5 million, respectively, of asset management fees. The total for the six months ended June 30, 2013 includes asset management fees which were classified to discontinued operations and our disposed properties.
Under the Fourth Advisory Agreement, beginning January 1, 2014, instead of reimbursing the Advisor for specific expenses paid or incurred in connection with providing services to us, we will pay the Advisor an administrative services fee based on a budget of expenses prepared by the Advisor. The administrative services fee is intended to reimburse for all costs associated with providing services to us under the Fourth Advisory Agreement. The administrative services fee is $1,775,000 per calendar year, payable in four equal quarterly installments within 45 days of the end of each calendar quarter beginning with calendar year 2014. Before the effective date of the Fourth Advisory Agreement, we reimbursed the Advisor or its affiliates for all expenses paid or incurred by them in connection with the services they provided us, subject to certain limitations. For the six months ended June 30, 2014 and 2013, we incurred and expensed such costs for administrative services of $888,000 and $838,000, respectively.
Notwithstanding the fees and cost reimbursements described above, under our charter we may not reimburse the Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of:  (i) 2% of our average invested assets, or (ii) 25% of our net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of our assets for that period unless a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended June 30, 2014, our total operating expenses (including the asset management fee) were excessive. On August 8, 2014, our board of directors determined that the excess expenses were justified based on unusual and non-recurring factors.
We pay our property manager and affiliate of the Advisor, Behringer Harvard Opportunity II Management Services, LLC (“BHO II Management”), or its affiliates, fees for the management, leasing, and construction supervision of our properties.  Before January 1, 2014, property management fees were 4.5% of the gross revenues of the properties managed by BHO II

21

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


Management or its affiliates, plus leasing commissions based upon the customary leasing commission applicable to the same geographic location of the respective property.  Effective January 1, 2014, we entered into the First Amendment to the Amended and Restated Property Management and Leasing Agreement, which reduced the property management fee paid to 4.0% of gross revenues of the properties managed by BHO II Management or its affiliates. In the event that we contract directly with a third-party property manager in respect of a property, BHO II Management or its affiliates receives an oversight fee equal to 0.5% of the gross revenues of the property managed.  In no event will BHO II Management or its affiliates receive both a property management fee and an oversight fee with respect to any particular property.  In the event we own a property through a joint venture that does not pay BHO II Management directly for its services, we will pay BHO II Management a management fee or oversight fee, as applicable, based only on our economic interest in the property.  We incurred and expensed property management fees or oversight fees to BHO II Management of approximately $0.3 million and $0.5 million for the six months ended June 30, 2014 and 2013, respectively.
We pay the Advisor or its affiliates a construction management fee in an amount not to exceed 5% of all hard construction costs incurred in connection with, but not limited to capital repairs and improvements, major building reconstruction and tenant improvements, if such affiliate supervises construction performed by or on behalf of us or our affiliates. We incurred less than $0.1 million of construction management fees for the six months ended June 30, 2014 and 2013.
We are dependent on the Advisor and BHO II Management for certain services that are essential to us, including asset acquisition and disposition decisions, property management and leasing services, and other general administrative responsibilities.  In the event that these companies were unable to provide us with their respective services, we would be required to obtain such services from other sources.

15.                              Supplemental Cash Flow Information
 
Supplemental cash flow information is summarized below:  
 
 
Six months ended June 30,
Description
 
2014
 
2013
Interest paid, net of amounts capitalized
 
$
3,915

 
$
3,838

Income tax paid
 
196

 

Non-cash investing and financing activities:
 
 
 
 

Capital expenditures for real estate in accounts payable
 

 
24

Capital expenditures for real estate in accrued liabilities
 
393

 
358

Accrued distributions to noncontrolling interest holder
 
72

 

 

22

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 



16.                           Asset Sales and Discontinued Operations
Effective as of April 1, 2014, we adopted the revised guidance for discontinued operations as further discussed in Note 4, New Accounting Pronouncements. For sales of real estate or assets classified as held for sale after April 1, 2014, we will evaluate whether the disposal transaction meets the criteria of a strategic shift and will have a major effect on our operations and financial results to determine if the results of operations and gains on sale of real estate will be presented as part of our continuing operations or as discontinued operations in our consolidated statements of operations. If the disposal represents a strategic shift, it will be classified as discontinued operations for all periods presented; if not, it will be presented in continuing operations. Any sales of real estate prior to April 1, 2014 that were reported in discontinued operations in prior reporting periods will continue to be reported as discontinued operations.
The following table summarizes the disposition of our properties during 2013 and 2014 (in millions):
 
Property Name
Date of Disposition
Contract Sales Price
Interchange Business Center
(1)
$
40.4

Original Florida MOB Portfolio(2)
September 20, 2013
$
63.0

1875 Lawrence
May 30, 2014
$
46.7

_________________________________
(1) On October 18, 2012, we sold one of the four industrial buildings at Interchange Business Center to an unaffiliated third party.  On April 12, 2013, we sold the remaining three buildings to an unaffiliated third party.
(2) On September 20, 2013, we sold the original eight medical office buildings. We continue to own approximately 79.8% of the ninth building, Gardens Medical Pavilion.
On May 30, 2014, we sold 1875 Lawrence for a contract sales price of approximately $46.7 million. We recorded a gain on sale of real estate property of $11.4 million and loss on early extinguishment of debt of $0.5 million which was comprised of the write-off of deferred financing fees of $0.4 million and an early termination fee of $0.1 million. A portion of the proceeds from the sale were used to pay off in full the existing indebtedness of approximately $15.6 million associated with the office building. The disposal of the 1875 Lawrence property does not represent a strategic shift, therefore it is presented in continuing operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2014. See Note 7, Real Estate and Real Estate-Related Investments, for further details.
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.  On April 12, 2013, we sold the remaining three buildings for a contract sales price of approximately $40.4 million, excluding transaction costs. We recorded a gain on sale of real estate property of $14.5 million and loss on early extinguishment of debt of $0.3 million, which is reflected in discontinued operations for the year ended December 31, 2013.  A portion of the proceeds from the sale of the asset were used to fully satisfy the existing indebtedness of approximately $11.3 million associated with the buildings.
On September 20, 2013, we sold the Original Florida MOB Portfolio for an aggregate contract sales price of approximately $63 million, which was paid in cash and through the assumption by the buyer of approximately $18 million of existing indebtedness.
We have classified the results of operations for the Interchange Business Center and the Original Florida MOB Portfolio into discontinued operations in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2013.

23

Behringer Harvard Opportunity REIT II, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) 


The following table summarizes the income from discontinued operations for the three and six months ended June 30, 2013 (in thousands):
 
 
Three Months Ended June 30, 2013
 
Six Months Ended June 30, 2013
Rental revenue
 
$
2,914

 
$
6,111

 
 
 
 
 
Expenses
 
 
 
 
Property operating expenses
 
1,350

 
2,596

Interest expense
 
301

 
781

Real estate taxes
 
179

 
546

Property management fees
 
129

 
258

Asset management fees
 
13

 
50

Depreciation and amortization
 
847

 
1,893

Total expenses
 
2,819

 
6,124

 
 
 
 
 
Loss on early extinguishment of debt(1)
 
260

 
260

Loss from discontinued operations
 
(165
)
 
(273
)
 
 
 
 
 
Gain on sale of real estate
 
14,455

 
14,455

Income from discontinued operations
 
14,290

 
14,182

Income attributable to noncontrolling interests
 
(3,795
)
 
(3,756
)
Income from discontinued operations attributable to the Company
 
$
10,495

 
$
10,426

 
 
 
 
 
Non-cash investing and financing activities:
 
 
 
 
Capital expenditures for real estate in accrued liabilities
 
$
143

 
$
1,191

________________________________
(1) Loss on early extinguishment of debt for the three and six months ended June 30, 2013 was approximately $0.3 million and was comprised of the write-off of deferred financing fees of $0.1 million and an early termination fee of $0.2 million.
    
Changes in operating and investing noncash items related to discontinued operations were not significant for the three and six months ended June 30, 2013.

17.                           Subsequent Events
Special Distribution
On August 8, 2014, our board of directors authorized a special distribution of $0.50 per share of common stock payable to stockholders of record as of September 15, 2014. The special distribution, which represents a portion of proceeds from asset sales, is to be paid on or about September 18, 2014.
Share Redemption Program
On August 8, 2014, our board of directors approved redemptions for the third quarter of 2014 totaling 80,803 shares with an aggregate redemption payment of approximately $0.6 million. In addition, effective September 15, 2014, the price at which we redeem shares under our share redemption program will change as a result of the adjustment to our estimated value per share to reflect the payment of the special distribution to stockholders of record as of September 15, 2014.  See  Part II, Item 2, “Unregistered Sale of Equity Securities and Use of Proceeds” included in this Quarterly Report on Form 10-Q for a full description of the price at which we redeem shares under our share redemption program.

24


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 our accompanying condensed consolidated financial statements and the notes thereto. 

Forward-Looking Statements
 
Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements include discussion and analysis of the financial condition of Behringer Harvard Opportunity REIT II, Inc. and our subsidiaries (which may be referred to herein as the “Company,” “we,” “us” or “our”), including our ability to rent space on favorable terms, to address our debt maturities and to fund our liquidity requirements, the value of our assets, our anticipated capital expenditures, the amount and timing of anticipated cash distributions to our stockholders, and other matters.  Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements.
 
These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions.  These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements.  Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described herein and under Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2014 and the factors described below:
 
market and economic challenges experienced by the U.S. and global economies or real estate industry as a whole and the local economic conditions in the markets in which our properties are located;

our ability to make accretive investments in a diversified portfolio of assets;
 
future changes in market factors that could affect the ultimate performance of our development or redevelopment projects, including but not limited to construction costs, plan or design changes, schedule delays, availability of construction financing, performance of developers, contractors and consultants and growth in rental rates and operating costs;

the availability of cash flow from operating activities for distributions, if any;

our level of debt and the terms and limitations imposed on us by our debt agreements;

the availability of credit generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions and requirements of that debt;

our ability to secure leases at favorable rental rates;

our ability to retain our executive officers and other key personnel of our advisor, our property manager and their affiliates;

conflicts of interest arising out of our relationships with our Advisor and its affiliates;

unfavorable changes in laws or regulations impacting our business, our assets or our key relationships; and

factors that could affect our ability to qualify as a real estate investment trust.
 
Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management’s view only as of the date of this Report, and may ultimately prove to be incorrect.  We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by applicable law.  We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

25



Cautionary Note
 
The representations, warranties, and covenants made by us in any agreement filed as an exhibit to this Quarterly Report on Form 10-Q are made solely for the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the agreement, and should not be deemed to be representations, warranties, or covenants to or with any other parties.  Moreover, these representations, warranties or covenants should not be relied upon as accurately describing or reflecting the current state of our affairs. 

Executive Overview
 
We were formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add basis.  In particular, we focus generally on acquiring commercial properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment or repositioning, those located in markets and submarkets with high growth potential, and those available from sellers who are distressed or face time-sensitive deadlines.  In addition, our opportunistic and value-add investment strategy also includes investments in loans secured by or related to real estate.  These loan investments may have capital gain characteristics, whether as a result of a discount purchase or related equity participations.  We may acquire a wide variety of commercial properties, including office, industrial, retail, hospitality, recreation and leisure, single-tenant, multifamily, and other real properties.  These properties may be existing, income-producing properties, newly constructed properties or properties under development or construction and may include multifamily properties purchased for conversion into condominiums or single-tenant properties that may be converted for multi-tenant use.  Further, we may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a negotiated basis or otherwise.  We also may originate or invest in collateralized mortgage-backed securities and mortgage, bridge or mezzanine loans, or in entities that make investments similar to the foregoing.  We expect to make our investments in or in respect of real estate assets located in the United States and other countries based on current market conditions.

We commenced an initial public offering of our common stock on January 21, 2008.  On July 3, 2011, our initial public offering terminated in accordance with its terms.  On July 5, 2011, we commenced a follow-on public offering.  We terminated the primary component of the follow-on public offering effective March 15, 2012 and the DRP component effective April 3, 2012.  We raised gross offering proceeds of approximately $265.3 million from the sale of approximately 26.7 million shares under the Offerings, including shares sold under the DRP.

Liquidity and Capital Resources
 
Our principal demands for funds will be for the (a) acquisition of real estate and real estate-related assets, (b) payment of operating expenses, and (c) payment of interest and principal on our outstanding indebtedness.  Generally, we expect to meet cash needs for the payment of operating expenses and interest on our outstanding indebtedness from our cash flow from operations.  To the extent that our cash flow from operations is not sufficient to cover our operating expenses, interest on our outstanding indebtedness, redemptions or distributions, we expect to use borrowings and asset sales to fund such needs.
 
We continually evaluate our liquidity and ability to fund future operations and debt obligations.  As part of those analyses, we consider lease expirations and other factors.  Leases at our consolidated office properties representing 26% of our annualized base rent and 20% of our rentable square footage (effective monthly rent per square foot of $2.17) will expire by the end of 2014.  As a normal course of business, we are pursuing renewals, extensions and new leases.  If we are unable to renew or extend the expiring leases under similar terms or are unable to negotiate new leases, it would negatively impact our liquidity and adversely affect our ability to fund our ongoing operations.
 
We had cash and cash equivalents of $122.4 million at June 30, 2014. We expect to fund our short-term liquidity requirements by using cash on hand, cash flow from the operations of our investments and asset sales. Operating cash flows are expected to increase as additional stabilized real estate assets are added to the portfolio and our existing portfolio stabilizes. Although we intend to diversify our real estate portfolio, to the extent our portfolio is concentrated in certain geographic regions, types of assets, industries or business sectors, downturns relating generally to such regions, assets, industry or business sectors may result in tenants defaulting on their lease obligations at a number of our properties within a short time period.  Such defaults could negatively affect our liquidity and adversely affect our ability to fund our ongoing operations.

26


We may, but are not required to, establish capital reserves from cash flow generated by operating properties and other investments, or net sale proceeds from the sale of our properties and other investments.  Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions and major capital expenditures.  Alternatively, a lender may establish its own criteria for escrow of capital reserves.

We intend to borrow money to acquire properties and make other investments.  There is no limitation on the amount we may invest in any single property or other asset or on the amount we can borrow for the purchase of any individual property or other investment.  Under our charter, the maximum amount of our indebtedness is limited to 300% of our “net assets” (as defined by our charter) as of the date of any borrowing; however, we may exceed that limit if approved by a majority of our independent directors.  In addition to our charter limitation, our board of directors adopted a policy to generally limit our aggregate borrowings to approximately 75% of the aggregate value of our assets unless substantial justification exists that borrowing a greater amount is in our best interests.  Our policy limitation, however, does not apply to individual real estate assets.

Commercial real estate debt markets may experience volatility and uncertainty as a result of certain related factors, including the tightening of underwriting standards by lenders and credit rating agencies, macro-economic issues related to fiscal, tax and regulatory policies, and global financial issues arising from the European debt crisis and recessionary implications.  Should the overall cost of borrowings increase, either by increases in the index rates or by increases in lender spreads, we will need to factor such increases into the economics of our acquisitions, developments and investments.  This may result in our investment operations generating lower overall economic returns and a reduced level of cash flow, which could potentially impact our ability to make distributions to our stockholders.  In addition, the disruptions in the debt markets have reduced the amount of capital that is available to finance real estate, which in turn: (i) leads to a decline in real estate values generally; (ii) slows real estate transaction activity; (iii) reduces the loan to value ratio upon which lenders are willing to extend debt; and (iv) results in difficulty in refinancing debt as it becomes due, all of which may reasonably be expected to have a material adverse impact on the value of real estate investments and the revenues, income or cash flow from the operations of real properties and mortgage loans.

Debt Financings
 
We may, from time to time, obtain mortgage, bridge or mezzanine loans for acquisitions and investments, as well as property development.  We may obtain financing at the time an asset is acquired or an investment is made or at such later time as determined to be necessary, depending on multiple factors.
 
At June 30, 2014, our notes payable balance was $195.1 million and had a weighted average interest rate of 3.5% compared to a balance of $212 million and weighted average interest rate of 3.7% at December 31, 2013.  We have guaranteed payment of certain recourse liabilities with respect to certain customary nonrecourse carveouts as set forth in the guaranties in favor of the unaffiliated lenders with respect to the Courtyard Kauai at Coconut Beach Hotel, Wimberly, 22 Exchange and Parkside notes payable.
 
Our debt secured by Courtyard Kauai at Coconut Beach Hotel with a balance of $38 million at June 30, 2014, matures on November 9, 2015. The loan has an 18-month renewal option to extend the term to May 9, 2017. Our debt secured by Holstenplatz and Alte Jakobstraße, with balances of $10.4 million and $8 million at June 30, 2014, respectively, also mature in 2015. We currently expect to pay-off or refinance these two loans by their respective maturity dates of April 30, 2015 and December 30, 2015.

Our loan agreements stipulate that we comply with certain reporting and financial covenants.  These covenants include, among other things, maintaining minimum debt service coverage ratios, loan to value ratios and liquidity.  As of June 30, 2014, we believe we were in compliance with the debt covenants under our loan agreements.


27


One of our principal long-term liquidity requirements includes the repayment of maturing debt.  The following table provides information with respect to the maturities and scheduled principal repayments of our indebtedness as of June 30, 2014 (in thousands): 
 
 
Payments Due by Period(1)
 
 
July 1, 2014 -December 31, 2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
Principal payments - variable rate debt
 
$

 
$
38,446

 
$
536

 
$
536

 
$
536

 
$
24,631

 
$
64,685

Principal payments - fixed rate debt
 
1,209

 
19,651

 
1,961

 
2,188

 
48,860

 
55,894

 
129,763

Interest payments - variable rate debt (based on rates in effect as of June 30, 2014)
 
545

 
1,053

 
643

 
628

 
615

 
2,463

 
5,947

Interest payments - fixed rate debt
 
2,964

 
5,591

 
5,175

 
5,060

 
3,393

 
4,029

 
26,212

Total(2)
 
$
4,718

 
$
64,741

 
$
8,315

 
$
8,412

 
$
53,404

 
$
87,017

 
$
226,607

_________________________________
(1) 
Does not include approximately $0.7 million of unamortized premium related to debt we assumed on our acquisition of Parkside.
(2)
Does not include assumptions for any available extension options.

28



Results of Operations

As of June 30, 2014, we had 12 real estate investments, 11 of which were consolidated (one wholly owned and ten properties consolidated through investments in joint ventures). As of June 30, 2013, we had 12 real estate investments, 11 of which were consolidated. We made no acquisitions during the six months ended June 30, 2014. We sold 1875 Lawrence in the second quarter of 2014. The results of operations for 1875 Lawrence will remain in continuing operations based on the new accounting treatment for discontinued operations which was issued in April 2014. See Note 4, New Accounting Pronouncements. During 2013, we completed one acquisition in the first quarter, two acquisitions, including an investment in an unconsolidated joint venture, in the second quarter, and one acquisition in the third quarter. We sold the remaining three buildings at Interchange Business Center in the second quarter of 2013 and the Original Florida MOB Portfolio in the third quarter of 2013, with results of operations for these two properties included in discontinued operations.

Three months ended June 30, 2014 as compared to the three months ended June 30, 2013
 The following table provides summary information about our results of operations for the three months ended June 30, 2014 and 2013 ($ in thousands):
 
Three Months Ended June 30,
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
Increase (Decrease)
 
Percentage Change
 
$ Change due to Acquisitions(1)
 
$ Change due to Dispositions(2)
 
$ Change due to Same Store (3)
Rental revenue
$
7,889

 
$
7,098

 
$
791

 
11.1
 %
 
$
860

 
$
(269
)
 
$
200

Hotel revenue
4,138

 
3,395

 
743

 
21.9
 %
 

 

 
743

Property operating expenses
2,625

 
2,245

 
380

 
16.9
 %
 
344

 
(17
)
 
53

Hotel operating expenses
2,988

 
2,734

 
254

 
9.3
 %
 

 

 
254

Interest expense, net
2,055

 
1,912

 
143

 
7.5
 %
 
49

 
(44
)
 
138

Real estate taxes
1,352

 
1,236

 
116

 
9.4
 %
 
197

 
(133
)
 
52

Property management fees
403

 
367

 
36

 
9.5
 %
 
31

 
(18
)
 
23

Asset management fees(4)
98

 
865

 
(767
)
 
(88.7
)%
 
(5
)
 
(98
)
 
(664
)
General and administrative
1,098

 
830

 
268

 
32.3
 %
 
 n/a

 
 n/a

 
 n/a

Acquisition expense
25

 
1,185

 
(1,160
)
 
(97.9
)%
 
1,160

 
 n/a

 
 n/a

Depreciation and amortization
3,400

 
3,885

 
(485
)
 
(12.5
)%
 
188

 
(146
)
 
(527
)
Gain on sale of real estate
11,445

 

 
11,445

 
100.0
 %
 

 
11,445

 

_____________
(1)
Represents the dollar amount increase for the three months ended June 30, 2014 compared to the three months ended June 30, 2013 related to real estate and real estate-related investments acquired on or after January 1, 2013.
(2)
Represents the dollar amount decrease for the three months ended June 30, 2014 compared to the three months ended June 30, 2013 related to the disposition of 1875 Lawrence on May 30, 2014.
(3)
Represents the dollar amount increase (decrease) for the three months ended June 30, 2014 compared to the three months ended June 30, 2013 with respect to real estate and real estate-related investments owned by us during the entire periods presented (“Same Store”). Same Store for the periods ended June 30, 2014 and 2013 include Holstenplatz, Gardens Medical Pavilion, River Club and the Townhomes at River Club, Babcock Self Storage, Lakes of Margate, Arbors Harbor Town, Courtyard Kauai Coconut Beach Hotel, Alte Jakobstraße and Wimberly at Deerwood.
(4)
The $0.8 million decrease in asset management fees for the quarter ended June 30, 2014 was primarily due to $0.3 million of fees waived by the Advisor in the second quarter of 2014 for fees previously accrued in 2013 and an adjustment of approximately $0.1 million from the first quarter of 2014 as a result of the change in the fee structure. Without these one-time adjustments, asset management fees for the quarter ended June 30, 2014 would have been approximately $0.5 million under the revised fee structure.

29


The following table reflects rental revenue and property operating expenses for the three months ended June 30, 2014 and 2013 for (i) our Same Store operating portfolio; (ii) our acquisitions in 2013, Wimberly at Deerwood, 22 Exchange and Parkside Apartments; and (iii) our disposition of 1875 Lawrence on May 30, 2014 that is included in continuing operations (in thousands):
 
 
Three Months Ended June 30,
 
 
Description
 
2014
 
2013
 
Change
Rental revenue
 
 
 
 
 
 
Same Store
 
$
5,767

 
$
5,567

 
$
200

Acquisitions
 
1,642

 
782

 
860

Dispositions
 
480

 
749

 
(269
)
Total rental revenue
 
$
7,889

 
$
7,098

 
$
791

 
 
 
 
 
 
 
Property operating expenses
 
 
 
 
 
 
Same Store
 
$
1,739

 
$
1,686

 
$
53

Acquisitions
 
583

 
239

 
344

Dispositions
 
303

 
320

 
(17
)
Total property operating expenses
 
$
2,625

 
$
2,245

 
$
380


The tables below reflect occupancy and effective monthly rental rates for our Same Store operating properties and occupancy and average daily rate (“ADR”) for Courtyard Kauai Coconut Beach Hotel:
 
Occupancy (%)
 
Effective Monthly Rent per Square Foot/Unit/Bed ($)
 
 
 
As of June 30,
 
As of June 30,
 
 
Property
2014
 
2013
 
2014
 
2013
 
 
Holstenplatz
100%

100%

$
1.33


$
1.34

 
per sq ft
Gardens Medical Pavilion
80%

81%

2.29


1.80

 
per sq ft
River Club and the Townhomes at River Club
75%

70%

397.66


394.05

 
per bed
Babcock Self Storage
90%

89%

100.94


97.99

 
per unit
Lakes of Margate
94%

90%

1,160.86


1,039.74

 
per unit
Arbors Harbor Town
90%

96%

1,179.65


1,074.33

 
per unit
Alte Jakobstraße
85%

100%