Lightstone Value Plus REIT V, Inc. - FORM 8-K - May 19, 2016

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EX-99.1 - EXHIBIT 99.1 - INVESTOR PRESENTATION - Lightstone Value Plus REIT V, Inc.op2q12016v3final.htm


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): May 19, 2016
 
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 or organization)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)
 
15601 Dallas Parkway, Suite 600, Addison, Texas
75001
(Address of principal executive offices)
(Zip Code)
 
(866) 655-3650
(Registrant’s telephone number, including area code)
 
None
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 



Item 7.01    Regulation FD Disclosure.
Investor Presentation
On May 19, 2016, Behringer Harvard Opportunity REIT II, Inc., a Maryland corporation (which may be referred to herein as the “Registrant,” the “Company,” “we,” “us” or “our”), first used the presentation attached as Exhibit 99.1 in connection with a conference call with stockholders and financial advisors to review the first quarter 2016 results. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The presentation materials include information about Funds from Operations (“FFO”).
Funds from operations is a non-GAAP financial measure that is widely recognized as a measure of real estate investment trust ("REIT") operating performance. We use FFO as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) in the April 2002 “White Paper of Funds From Operations” which is net income (loss), computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains (or losses) from sales of property and impairments of depreciable real estate (including impairments of investments in unconsolidated joint ventures and partnerships which resulted from measurable decreases in the fair value of the depreciable real estate held by the joint venture or partnership), plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships, joint ventures, subsidiaries, and noncontrolling interests as one measure to evaluate our operating performance. In October 2011, NAREIT clarified the FFO definition to exclude impairment charges of depreciable real estate (including impairments of investments in unconsolidated joint ventures and partnerships which resulted from measurable decreases in the fair value of the depreciable real estate held by the joint venture or partnership).
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, our management believes that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance.
We believe that FFO is helpful to investors and our management as a measure of operating performance because it excludes depreciation and amortization, gains and losses from property dispositions, impairments of depreciable assets, and extraordinary items, and as a result, when compared year to year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, which is not immediately apparent from net income (loss).
FFO should not be considered as an alternative to net income (loss), as an indication of our liquidity, nor as an indication of funds available to fund our cash needs, including our ability to make distributions and should be reviewed in connection with other GAAP measurements. Additionally, the exclusion of impairments limits the usefulness of FFO as a historical operating performance measure since an impairment charge indicates that operating performance has been permanently affected. FFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO. Our FFO as presented may not be comparable to amounts calculated by other REITs that do not define these terms in accordance with the current NAREIT definition or that interpret the definition differently.
    



Our calculation of FFO for the three months ended March 31, 2016 and 2015 is presented below ($ in thousands except per share amounts):
 
 
Three Months Ended March 31,
 
 
2016
 
2015
 
 
Amount
 
Per Share
 
Amount
 
Per Share
Net loss attributable to the Company
 
$
(1,073
)
 
$
(0.04
)
 
$
(173
)
 
$
(0.01
)
Adjustments for:
 
 
 
 
 
 
 
 
Real estate depreciation and amortization(1)
 
2,854

 
0.11

 
4,029

 
0.16

Gain on sale of real estate(2)
 
—

 
—

 
(4,700
)
 
(0.18
)
Income tax expense associated with real estate sale(3)
 
—

 
—

 
2,135

 
0.08

NAREIT Defined Funds from Operations (FFO) attributable to common stockholders
 
$
1,781

 
$
0.07

 
$
1,291

 
$
0.05

 
 
 
 
 
 
 
 
 
GAAP weighted average shares:
 
 

 
 
 
 

 
 
Basic and diluted
 
 
 
25,553

 
 
 
25,776

_________________________________
(1)
Includes our consolidated amount, as well as our pro rata share of those unconsolidated investments which we account for under the equity method of accounting, and the noncontrolling interest adjustment for the third-party partners’ share.
(2)
For the three months ended March 31, 2015, includes our proportionate share of the gain on sale of real estate related to the Babcock Self Storage and Alte Jakobstraße (“AJS”) investments. The gain on sale of AJS is net of a cumulative foreign currency translation loss of approximately $0.6 million due to the substantial liquidation of AJS.
(3)
During the first quarter of 2015, we recorded an estimated provision for income tax of approximately $2.2 million as a result of foreign income tax related to the sale of AJS.
Provided below is additional information related to selected items included in net loss above, which may be helpful in assessing our operating results.
•
Straight-line rental revenue was income of less than $0.1 million recognized in rental revenues for the three months ended March 31, 2016 and 2015. The noncontrolling interest portion of straight-line rental revenue for the three months ended March 31, 2016 and 2015 was income of less than $0.1 million.
•
Net above-market lease amortization of less than $0.1 million was recognized as a charge to rental revenue for the three months ended March 31, 2016. Net below-market lease amortization of less than $0.1 million was recognized as an increase to rental revenue for the three months ended March 31, 2015. The noncontrolling interest portion of the net above-market and net below-market lease amortization for the three months ended March 31, 2016 and 2015 was less than $0.1 million.
•
Amortization of deferred financing costs of $0.1 million and $0.2 million was recognized as interest expense for our notes payable for the three months ended March 31, 2016 and 2015, respectively.
In addition, cash flows generated from FFO may be used to fund all or a portion of certain capitalizable items that are excluded from FFO, such as capital expenditures and payments of principal on debt, each of which may impact the amount of cash available for special distributions to our stockholders. 

Item 9.01    Financial Statements and Exhibits.

(d)
Exhibit.

99.1    2016 First Quarter Update Presentation.




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: May 19, 2016
 
By:
/s/ S. Jason Hall
 
 
 
S. Jason Hall
 
 
 
Chief Financial Officer




Exhibit Index

Exhibit No.    Description
99.1
 
2016 First Quarter Update Presentation.

 
 
 


Lightstone Value Plus REIT V, Inc. Reports