UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 9, 2015
Behringer Harvard Opportunity REIT II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
000-53650 |
20-8198863 |
(State or other jurisdiction of incorporation |
(Commission File Number) |
(I.R.S. Employer |
15601 Dallas Parkway, Suite 600, Addison, Texas
75001
(Address of principal executive offices)
(Zip Code)
(866) 655-3600
(Registrants telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 9, 2015, 9727 Touchton Road, LLC, an indirect majority-owned subsidiary of Behringer Harvard Opportunity REIT II, Inc. (the Registrant or we) sold a 322-unit multifamily community in Jacksonville, Florida, (Wimberly), to an unaffiliated third party. The contract sales price was $43.5 million. A portion of the proceeds from the sale of the asset were used to pay off in full the existing indebtedness of approximately $26.6 million secured by the property. We acquired Wimberly on February 19, 2013.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Financial Information
On September 9, 2015, we sold Wimberly to an unaffiliated entity for a contract sales price of $43.5 million. A portion of the proceeds from the sale of the asset were used to pay off in full the existing indebtedness of approximately $26.6 million secured by the property.
The following unaudited pro forma consolidated financial information gives effect to the disposition of Wimberly as if we had sold it on January 1, 2014. In our opinion, all material adjustments necessary to reflect the effects of the above transactions have been made.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2015
(in thousands, except shares)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of Wimberly as of June 30, 2015. This Pro Forma Consolidated Balance Sheet should be read in conjunction with our Pro Forma Consolidated Statement of Operations and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the six months ended June 30, 2015. The Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had we completed the above transaction on June 30, 2015, nor does it purport to represent our future financial position.
|
|
|
|
Wimberly |
|
Holstenplatz |
|
|
| ||||
|
|
June 30, 2015 |
|
Pro Forma |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
As Reported |
|
Adjustments |
|
Adjustments |
|
June 30, 2015 |
| ||||
|
|
(a) |
|
(b) |
|
(c) |
|
|
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Real estate |
|
|
|
|
|
|
|
|
| ||||
Land and improvements, net |
|
$ |
57,300 |
|
$ |
(5,562 |
) |
$ |
|
|
$ |
51,738 |
|
Buildings and improvements, net |
|
216,820 |
|
(27,636 |
) |
|
|
189,184 |
| ||||
Real estate under development |
|
589 |
|
|
|
|
|
589 |
| ||||
Total real estate |
|
274,709 |
|
(33,198 |
) |
|
|
241,511 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Assets associated with real estate held for sale |
|
9,581 |
|
|
|
(9,581 |
) |
|
| ||||
Cash and cash equivalents |
|
47,985 |
|
42,864 |
|
16,787 |
|
107,636 |
| ||||
Restricted cash |
|
4,891 |
|
|
|
|
|
4,891 |
| ||||
Accounts receivable, net |
|
2,530 |
|
|
|
(140 |
) |
2,390 |
| ||||
Prepaid expenses and other assets |
|
842 |
|
|
|
|
|
842 |
| ||||
Investment in unconsolidated joint venture |
|
14,222 |
|
|
|
|
|
14,222 |
| ||||
Furniture, fixtures and equipment, net |
|
7,384 |
|
(1,103 |
) |
|
|
6,281 |
| ||||
Deferred financing fees, net |
|
2,204 |
|
(357 |
) |
|
|
1,847 |
| ||||
Lease intangibles, net |
|
320 |
|
|
|
|
|
320 |
| ||||
Total assets |
|
$ |
364,668 |
|
$ |
8,206 |
|
$ |
7,066 |
|
$ |
379,940 |
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities and Equity |
|
|
|
|
|
|
|
|
| ||||
Notes payable |
|
$ |
206,152 |
|
$ |
(26,551 |
) |
$ |
|
|
$ |
179,601 |
|
Accounts payable |
|
594 |
|
|
|
|
|
594 |
| ||||
Payables to related parties |
|
389 |
|
(2 |
) |
|
|
387 |
| ||||
Acquired below-market leases, net |
|
88 |
|
|
|
|
|
88 |
| ||||
Distributions payable to noncontrolling interest |
|
20 |
|
|
|
|
|
20 |
| ||||
Income taxes payable |
|
1,648 |
|
|
|
|
|
1,648 |
| ||||
Accrued and other liabilities |
|
8,029 |
|
(337 |
) |
(51 |
) |
7,641 |
| ||||
Obligations associated with real estate held for sale |
|
95 |
|
|
|
(95 |
) |
|
| ||||
Total liabilities |
|
217,015 |
|
(26,890 |
) |
(146 |
) |
189,979 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
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, 25,691,443 shares issued and outstanding at June 30, 2015 |
|
3 |
|
|
|
|
|
3 |
| ||||
Additional paid-in capital |
|
230,480 |
|
|
|
|
|
230,480 |
| ||||
Accumulated distributions and net income (loss) |
|
(90,342 |
) |
35,088 |
|
7,212 |
|
(48,042 |
) | ||||
Accumulated other comprehensive income |
|
(22 |
) |
|
|
|
|
(22 |
) | ||||
Total Behringer Harvard Opportunity REIT II, Inc. equity |
|
140,119 |
|
35,088 |
|
7,212 |
|
182,419 |
| ||||
Noncontrolling interest |
|
7,534 |
|
8 |
|
|
|
7,542 |
| ||||
Total equity |
|
147,653 |
|
35,096 |
|
7,212 |
|
189,961 |
| ||||
Total liabilities and equity |
|
$ |
364,668 |
|
$ |
8,206 |
|
$ |
7,066 |
|
$ |
379,940 |
|
See Notes to Unaudited Pro Forma Consolidated Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2015
(in thousands, except per share amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Wimberly as of January 1, 2014. This Pro Forma Consolidated Statement of Operations should be read in conjunction with our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the six months ended June 30, 2015. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transactions on January 1, 2014 nor does it purport to represent our future operations.
|
|
|
|
|
|
Prior |
|
|
| ||||
|
|
Six Months Ended |
|
Wimberly |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
June 30, 2015 |
|
Pro Forma |
|
Disposition |
|
Six Months Ended |
| ||||
|
|
(a) |
|
(b) |
|
(c) |
|
|
| ||||
Revenues |
|
|
|
|
|
|
|
|
| ||||
Rental revenue |
|
$ |
16,951 |
|
$ |
(2,070 |
) |
$ |
(909 |
) |
$ |
13,972 |
|
Hotel revenue |
|
9,142 |
|
|
|
|
|
9,142 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
|
26,093 |
|
(2,070 |
) |
(909 |
) |
23,114 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Expenses: |
|
|
|
|
|
|
|
|
| ||||
Property operating expenses |
|
5,664 |
|
(612 |
) |
(354 |
) |
4,698 |
| ||||
Hotel operating expenses |
|
6,274 |
|
|
|
|
|
6,274 |
| ||||
Interest expense, net |
|
3,567 |
|
(374 |
) |
(264 |
) |
2,929 |
| ||||
Real estate taxes |
|
3,156 |
|
(271 |
) |
(58 |
) |
2,827 |
| ||||
Property management fees |
|
864 |
|
(73 |
) |
(41 |
) |
750 |
| ||||
Asset management fees |
|
1,442 |
|
(136 |
) |
(94 |
) |
1,212 |
| ||||
General and administrative |
|
1,711 |
|
|
|
|
|
1,711 |
| ||||
Depreciation and amortization |
|
8,402 |
|
(1,014 |
) |
(244 |
) |
7,144 |
| ||||
Total expenses |
|
31,080 |
|
(2,480 |
) |
(1,055 |
) |
27,545 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest income, net |
|
79 |
|
|
|
|
|
79 |
| ||||
Loss on early extinguishment of debt |
|
(119 |
) |
|
|
92 |
|
(27 |
) | ||||
Other expense |
|
(169 |
) |
25 |
|
1 |
|
(143 |
) | ||||
Gain on sale of real estate |
|
5,320 |
|
|
|
(5,320 |
) |
|
| ||||
Income tax expense |
|
(1,664 |
) |
|
|
1,620 |
|
(44 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net loss |
|
(1,540 |
) |
435 |
|
(3,461 |
) |
(4,566 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to the noncontrolling interest |
|
(593 |
) |
(15 |
) |
390 |
|
(218 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net loss attributable to the Company |
|
$ |
(2,133 |
) |
420 |
|
$ |
(3,071 |
) |
$ |
(4,784 |
) | |
|
|
|
|
|
|
|
|
|
| ||||
Loss per share |
|
$ |
(0.08 |
) |
|
|
|
|
$ |
(0.19 |
) | ||
Weighted average shares outstanding |
|
25,740 |
|
|
|
|
|
25,740 |
| ||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2014
(in thousands, except per share amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of Wimberly as of January 1, 2014. This Pro Forma Consolidated Statement of Operations should be read in conjunction with our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2014. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transactions on January 1, 2014 nor does it purport to represent our future operations.
|
|
|
|
|
|
Prior |
|
|
| ||||
|
|
Year Ended |
|
Wimberly |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
December 31, 2014 |
|
Pro Forma |
|
Disposition |
|
Year Ended |
| ||||
|
|
(a) |
|
(b) |
|
(c) |
|
|
| ||||
Revenues |
|
|
|
|
|
|
|
|
| ||||
Rental revenue |
|
$ |
32,226 |
|
$ |
(3,850 |
) |
$ |
(4,686 |
) |
$ |
23,690 |
|
Hotel revenue |
|
16,371 |
|
|
|
|
|
16,371 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
|
48,597 |
|
(3,850 |
) |
(4,686 |
) |
40,061 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Expenses: |
|
|
|
|
|
|
|
|
| ||||
Property operating expenses |
|
11,288 |
|
(1,207 |
) |
(1,605 |
) |
8,476 |
| ||||
Hotel operating expenses |
|
11,954 |
|
|
|
|
|
11,954 |
| ||||
Interest expense, net |
|
7,833 |
|
(845 |
) |
(1,513 |
) |
5,475 |
| ||||
Real estate taxes |
|
5,388 |
|
(511 |
) |
(562 |
) |
4,315 |
| ||||
Property management fees |
|
1,642 |
|
(134 |
) |
(188 |
) |
1,320 |
| ||||
Asset management fees |
|
2,368 |
|
(260 |
) |
(367 |
) |
1,741 |
| ||||
General and administrative |
|
4,076 |
|
|
|
|
|
4,076 |
| ||||
Acquisition expense |
|
1,307 |
|
|
|
|
|
1,307 |
| ||||
Depreciation and amortization |
|
14,362 |
|
(1,843 |
) |
(1,828 |
) |
10,691 |
| ||||
Total expenses |
|
60,218 |
|
(4,800 |
) |
(6,063 |
) |
49,355 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest income, net |
|
224 |
|
|
|
11 |
|
235 |
| ||||
Loss on early extinguishment of debt |
|
(454 |
) |
|
|
454 |
|
|
| ||||
Other expense |
|
(38 |
) |
|
|
|
|
(38 |
) | ||||
Gain on sale of real estate |
|
11,454 |
|
8,147 |
|
13,899 |
|
33,500 |
| ||||
Income tax benefit (expense) |
|
101 |
|
|
|
(1,620 |
) |
(1,519 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
|
(334 |
) |
7,197 |
|
14,121 |
|
22,884 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net loss (income) attributable to the noncontrolling interest |
|
331 |
|
(372 |
) |
(308 |
) |
(349 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) attributable to the Company |
|
$ |
(3 |
) |
$ |
6,825 |
|
$ |
13,813 |
|
$ |
22,535 |
|
|
|
|
|
|
|
|
|
|
| ||||
Loss per share |
|
$ |
0.00 |
|
|
|
|
|
$ |
0.87 |
| ||
Weighted average shares outstanding |
|
25,943 |
|
|
|
|
|
25,943 |
|
See Notes to Unaudited Pro Forma Consolidated Financial Statements.
Behringer Harvard Opportunity REIT II, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet
a. Reflects our historical balance sheet as of June 30, 2015.
b. Reflects our disposition of Wimberly on September 9, 2015. Amounts represent the necessary adjustments to remove the assets sold and liabilities assumed by the buyer, and the repayment of outstanding debt of $26.6 million as a result of the disposition.
c. Reflects our disposition of Holstenplatz, an office building located in Hamburg, Germany, sold on September 1, 2015 for a sales price of $18.4 million. Amounts represent the necessary adjustments to remove the assets sold and liabilities assumed by the buyer as a result of the disposition.
Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2015
a. Reflects our historical operations for the six months ended June 30, 2015.
b. Reflects the historical revenues and expenses of Wimberly, including property management fees and depreciation and amortization associated with the property. The gain recognized on the sale of Wimberly is reflected in the unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2014 as if we had disposed of the property as of January 1, 2014.
c. Reflects the historical revenues and expenses of Holstenplatz, Alte Jakobstraße (AJS), and Babcock Self Storage (Babcock), including property management fees and depreciation and amortization associated with the properties. The gains recognized on the sales of the three properties are reflected in the unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2014 as if we had disposed of the properties as of January 1, 2014. We sold AJS, an office building located in Berlin, Germany, on February 21, 2015 for a contract sales price of approximately $14.1 million. We sold Babcock, a self storage facility located in San Antonio, Texas on January 8, 2015 for a contract sales price of approximately $5.4 million.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2014
a. Reflects our historical operations for the year ended December 31, 2014.
b. Reflects the historical revenues and expenses of Wimberly, including property management fees and depreciation and amortization associated with the property. The gain recognized on the sale of Wimberly is reflected in the unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2014 as if we had disposed of the property as of January 1, 2014.
c. Reflects the historical revenues and expenses of Holstenplatz, AJS, Babcock and 1875 Lawrence, including property management fees and depreciation and amortization associated with the properties. The gains recognized on the sales of these four properties are reflected in the unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2014 as if we had disposed of the properties as of January 1, 2014. We sold 1875 Lawrence, an office building located in Denver, Colorado, on May 30, 2014 for a contract sales price of approximately $46.7 million.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BEHRINGER HARVARD OPPORTUNITY REIT II, INC. | ||
|
|
| |
|
|
| |
Dated: September 15, 2015 |
|
By: |
/s/ S. Jason Hall |
|
|
S. Jason Hall | |
|
|
Chief Financial Officer | |