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): June 14, 2012 (June 8, 2012)
Behringer Harvard Short-Term Opportunity Fund I LP | ||||
(Exact Name of Registrant as Specified in Its Charter) | ||||
Texas | 000-51291 | 71-0897614 | ||
(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) 655-1620 | ||||
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 June 8, 2012, Behringer Harvard Mockingbird Commons LLC (“Borrower’), a subsidiary in which a 70% interest is owned by Behringer Harvard Short-Term Opportunity Fund I LP (which may be referred to herein as the “Registrant,” “we,” “our” or “us”), entered into a Deed in Lieu of Foreclosure Agreement with Westdale Capital Investors I, Ltd (“Lender”) whereby the Borrower transferred ownership of 39 luxury high-rise condominiums and 1.4 acres of excess land located in Dallas, Texas (“Palomar Residences”) to the Lender, and subject to certain contingencies, resulted in full settlement of the outstanding debt to the Lender. The outstanding principal balance under the loan agreement was approximately $20.2 million at June 8, 2012.
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Item 9.01 | Financial Statements and Exhibits. |
Page | ||
(a) | Pro Forma Financial Information. | |
Unaudited Pro Forma Consolidated Financial Information | 4 | |
Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2012 | 5 | |
Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2012 | 6 | |
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2011 | 7 | |
Notes to Unaudited Pro Forma Financial Statements | 8 |
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Financial Information
On June 8, 2012, the Borrower, a subsidiary in which a 70% interest is owned by us, entered into a Deed in Lieu of Foreclosure Agreement with the Lender whereby the Borrower transferred ownership of Palomar Residences to the Lender, and subject to certain contingencies, resulted in full settlement of the outstanding debt to the Lender. The outstanding principal balance under the loan agreement was approximately $20.2 million at June 8, 2012.
The following unaudited pro forma consolidated financial information gives effect to the disposition of the Palomar Residences. In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Balance Sheet
For the Three Months Ended March 31, 2012
(in thousands, except per unit amounts)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of the Palomar Residences as of March 31, 2012. This Pro Forma Consolidated Balance Sheet should be read in conjunction with our Pro Forma Consolidated Statement of Operations and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2012. The Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had we completed the above transaction on March 31, 2012, nor does it purport to represent our future financial position.
March 31, 2012 | Prior Disposition Pro Forma | Pro Forma | ||||||||||||||
as Reported | Adjustments | Adjustments | Pro Forma | |||||||||||||
(a) | (b) | (c) | March 31, 2012 | |||||||||||||
Assets | ||||||||||||||||
Real Estate | ||||||||||||||||
Land | $ | 13,459 | $ | - | $ | (3,222 | ) | $ | 10,237 | |||||||
Buildings and improvements, net | 59,401 | - | (14,477 | ) | 44,924 | |||||||||||
Total real estate | 72,860 | - | (17,699 | ) | 55,161 | |||||||||||
Real estate inventory, net | 28,861 | (23,234 | ) | (5,627 | ) | - | ||||||||||
Cash and cash equivalents | 2,830 | (3 | ) | (19 | ) | 2,808 | ||||||||||
Restricted cash | 877 | (332 | ) | - | 545 | |||||||||||
Accounts receivable, net | 3,310 | - | - | 3,310 | ||||||||||||
Prepaid expenses and other assets | 823 | (10 | ) | - | 813 | |||||||||||
Furniture, fixtures and equipment, net | 310 | - | (37 | ) | 273 | |||||||||||
Deferred financing fees, net | 536 | - | - | 536 | ||||||||||||
Lease intangibles, net | 2,044 | - | - | 2,044 | ||||||||||||
Total assets | $ | 112,451 | $ | (23,579 | ) | $ | (23,382 | ) | $ | 65,490 | ||||||
Liabilities and Equity (deficit) | ||||||||||||||||
Liabilities | ||||||||||||||||
Notes payable | $ | 110,824 | $ | (27,721 | ) | $ | (21,381 | ) | $ | 61,722 | ||||||
Notes payable to related party | 12,018 | - | - | 12,018 | ||||||||||||
Accounts payable | 756 | (114 | ) | - | 642 | |||||||||||
Payables to related parties | 3,789 | - | - | 3,789 | ||||||||||||
Accrued liabilities | 8,389 | (2,635 | ) | (1,811 | ) | 3,943 | ||||||||||
Total liabilities | 135,776 | (30,470 | ) | (23,192 | ) | 82,114 | ||||||||||
Commitments and contingencies | ||||||||||||||||
Equity (deficit) | ||||||||||||||||
Partners' capital (deficit) | ||||||||||||||||
Limited partners - 11,000,000 units authorized, 10,803,839 units issued and outstanding at March 31, 2012 | (54,894 | ) | 6,891 | (133 | ) | (48,136 | ) | |||||||||
General partners | 38,437 | - | - | 38,437 | ||||||||||||
Partners' capital (deficit) | (16,457 | ) | 6,891 | (133 | ) | (9,699 | ) | |||||||||
Noncontrolling interest (deficit) | (6,868 | ) | - | (57 | ) | (6,925 | ) | |||||||||
Total equity (deficit) | (23,325 | ) | 6,891 | (190 | ) | (16,624 | ) | |||||||||
Total liabilities and equity (deficit) | $ | 112,451 | $ | (23,579 | ) | $ | (23,382 | ) | $ | 65,490 |
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2012
(in thousands, except per unit amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of the Palomar Residences as of January 1, 2011. This Pro Forma Consolidated Statement of Operations should be read in conjunction with our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2012. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items associated with the property such as impairment charges and gain/(loss) on troubled debt restructuring, is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transaction on January 1, 2011 nor does it purport to represent our future operations.
Three Months Ended March 31, 2012 as Reported | Prior Disposition Pro Forma Adjustments | Pro Forma Adjustments | Pro Forma Three Months Ended March 31, | |||||||||||||
(a) | (b) | (c) | 2012 | |||||||||||||
Revenues | ||||||||||||||||
Rental revenue | $ | 1,542 | $ | - | $ | (203 | ) | $ | 1,339 | |||||||
Hotel revenue | 3,473 | - | - | 3,473 | ||||||||||||
Total revenues | 5,015 | - | (203 | ) | 4,812 | |||||||||||
Expenses | ||||||||||||||||
Property operating expenses | 3,506 | (99 | ) | (214 | ) | 3,193 | ||||||||||
Interest expense, net | 2,275 | (482 | ) | (821 | ) | 972 | ||||||||||
Real estate taxes, net | 540 | (41 | ) | (129 | ) | 370 | ||||||||||
Property and asset management fees | 359 | (60 | ) | (62 | ) | 237 | ||||||||||
General and administrative | 176 | - | - | 176 | ||||||||||||
Depreciation and amortization | 767 | - | (163 | ) | 604 | |||||||||||
Total expenses | 7,623 | (682 | ) | (1,389 | ) | 5,552 | ||||||||||
Interest income | 51 | - | - | 51 | ||||||||||||
Loss from continuing operations before income taxes | $ | (2,557 | ) | $ | 682 | $ | 1,186 | $ | (689 | ) | ||||||
Provision for income taxes | (32 | ) | - | - | (32 | ) | ||||||||||
Loss from continuing operations | $ | (2,589 | ) | $ | 682 | $ | 1,186 | $ | (721 | ) | ||||||
Loss from discontinued operations | 44 | - | - | 44 | ||||||||||||
Net loss | $ | (2,545 | ) | $ | 682 | $ | 1,186 | $ | (677 | ) | ||||||
Noncontrolling interest in continuing operations | $ | 573 | $ | - | $ | (356 | ) | $ | 217 | |||||||
Noncontrolling interest in discontinued operations | (13 | ) | - | - | (13 | ) | ||||||||||
Net loss attributable to noncontrolling interest | 560 | - | (356 | ) | 204 | |||||||||||
Net gain (loss) attributable to the partnership | $ | (1,985 | ) | $ | 682 | $ | 830 | $ | (473 | ) | ||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic and diluted | 10,804 | 10,804 | ||||||||||||||
Income per share: | ||||||||||||||||
Basic and diluted | $ | (0.24 | ) | $ | (0.06 | ) |
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December, 31, 2011
(in thousands, except per unit amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of the Palomar Residences as of January 1, 2011. This Pro Forma Consolidated Statement of Operations should be read in conjunction with our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2011. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items associated with the property such as impairment charges and gain/(loss) on troubled debt restructuring, is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transaction on January 1, 2011 nor does it purport to represent our future operations.
Year Ended December 31, 2011 as Reported | Prior Disposition Pro Forma Adjustments | Pro Forma Adjustments | Pro Forma Year Ended December 31, | |||||||||||||
(a) | (b) | (c) | 2011 | |||||||||||||
Revenues | ||||||||||||||||
Rental revenue | $ | 4,487 | $ | - | $ | (1,214 | ) | $ | 3,273 | |||||||
Hotel revenue | 14,158 | - | - | 14,158 | ||||||||||||
Real estate inventory sales | 5,560 | - | - | 5,560 | ||||||||||||
Total revenues | 24,205 | - | (1,214 | ) | 22,991 | |||||||||||
Expenses | ||||||||||||||||
Property operating expenses | 14,603 | (656 | ) | (1,025 | ) | 12,922 | ||||||||||
Asset impairment loss | 11,625 | - | - | 11,625 | ||||||||||||
Inventory valuation adjustment | 26,768 | (26,257 | ) | - | 511 | |||||||||||
Interest expense, net | 7,822 | (2,026 | ) | (2,050 | ) | 3,746 | ||||||||||
Real estate taxes, net | 1,781 | (117 | ) | (374 | ) | 1,290 | ||||||||||
Property and asset management fees | 1,414 | (181 | ) | (260 | ) | 973 | ||||||||||
General and administrative | 896 | - | - | 896 | ||||||||||||
Depreciation and amortization | 4,030 | - | (688 | ) | 3,342 | |||||||||||
Cost of real estate inventory sales | 5,414 | - | - | 5,414 | ||||||||||||
Total expenses | 74,353 | (29,237 | ) | (4,397 | ) | 40,719 | ||||||||||
Interest income | 183 | - | - | 183 | ||||||||||||
Loss from continuing operations before income taxes | $ | (49,965 | ) | $ | 29,237 | $ | 3,183 | $ | (17,545 | ) | ||||||
Provision for income taxes | (112 | ) | - | - | (112 | ) | ||||||||||
Loss from continuing operations | (50,077 | ) | 29,237 | 3,183 | (17,657 | ) | ||||||||||
Loss from discontinued operations | (80 | ) | - | - | (80 | ) | ||||||||||
Net loss | $ | (50,157 | ) | $ | 29,237 | $ | 3,183 | $ | (17,737 | ) | ||||||
Noncontrolling interest in continuing operations | $ | 1,985 | $ | - | $ | (955 | ) | $ | 1,030 | |||||||
Noncontrolling interest in discontinued operations | 31 | - | - | 31 | ||||||||||||
Net loss attributable to noncontrolling interest | 2,016 | - | (955 | ) | 1,061 | |||||||||||
Net loss attributable to the partnership | $ | (48,141 | ) | $ | 29,237 | $ | 2,228 | $ | (16,676 | ) | ||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic and diluted | 10,804 | 10,804 | ||||||||||||||
Income per share: | ||||||||||||||||
Basic and diluted | $ | (4.64 | ) | $ | (1.64 | ) |
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Notes to Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet
a. | Reflects our historical balance sheet as of March 31, 2012. |
b. | Reflects our disposition of the 23-unit condominium property in Telluride, Colorado (“Cassidy Ridge”). Amounts represent the necessary adjustments to remove the assets and liabilities returned to the lender as a result of the deed-in-lieu. |
c. | Reflects our disposition of the Palomar Residences. Amounts represent the necessary adjustments to remove the assets and liabilities returned to the lender as a result of the deed-in-lieu. |
Unaudited Pro Forma Consolidated Statement of Operations for Three Months Ended March 31, 2012
a. | Reflects our historical operations for the three months ended March 31, 2012. |
b. | Reflects the historical revenues and expenses of Cassidy Ridge, including property management fees, asset management fees, depreciation and amortization associated with the property. |
c. | Reflects the historical revenues and expenses of the Palomar Residences, including property management fees, asset management fees, depreciation and amortization associated with the property. |
Unaudited Pro Forma Consolidated Statement of Operations for Year Ended December 31, 2011
a. | Reflects our historical operations for the year ended December 31, 2011. |
b. | Reflects the historical revenues and expenses of Cassidy Ridge, including property management fees, asset management fees, depreciation and amortization associated with the property. |
c. | Reflects the historical revenues and expenses of the Palomar Residences, including property management fees, asset management fees, depreciation and amortization associated with the property. |
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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 Short-Term | ||||
OPPORTUNITY Fund I LP | ||||
By: | Behringer Harvard Advisors II LP, | |||
Co-General Partner | ||||
Dated: June 14, 2012 | By: | /s/ Gary S. Bresky | ||
Gary S. Bresky | ||||
Chief Financial Officer |
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