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): August 22, 2012 (August 16, 2012)
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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 August 16, 2012, Behringer Harvard 1221 Coit LP, a 90% owned subsidiary of Behringer Harvard Short-Term Opportunity Fund I LP (which may be referred to herein as the “Registrant,” “we,” “our” or “us”), sold a two-story office building containing approximately 125,030 rentable square feet (unaudited) located on approximately 7.3 acres of land (unaudited) in Plano, Texas (“1221 Coit Road”), a suburb of Dallas, Texas to an unaffiliated buyer, Carter Validas Properties, LLC. The contract sales price for 1221 Coit Road was $20.0 million. Proceeds from the sale of the asset, after closing costs, were used to fully satisfy the existing indebtedness associated with the property and paydown additional indebtedness of the Registrant.
On August 17, 2012, Behringer Harvard 250/290 John Carpenter LP, our wholly-owned subsidiary, sold a three-building office complex containing approximately 539,000 square feet, on approximately 15.3 acres of land located at 250/290 John Carpenter Freeway in Irving, Texas (“250/290 John Carpenter Freeway”) to an unaffiliated buyer, Fairways JC Central, LLC. The contract sales price for 250/290 John Carpenter Freeway was $22.8 million. Proceeds from the sale of the asset, after closing costs, were used to fully satisfy the existing indebtedness associated with the property and paydown additional indebtedness of the Registrant.
Item 9.01 Financial Statements and Exhibits.
| Page | ||
| (a) | Pro Forma Financial Information. | |
| Unaudited Pro Forma Consolidated Financial Information | 3 | |
| Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2012 | 4 | |
| Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2012 | 5 | |
| Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2011 | 6 | |
| Unaudited Notes to Pro Forma Financial Statements | 7 |
| 2 |
Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Financial Information
On August 16, 2012, Behringer Harvard 1221 Coit LP, our 90% owned subsidiary, sold 1221 Coit Road for a contract sales price of $20.0 million, exclusive of closing costs. On August 17, 2012, Behringer Harvard 250/590 John Carpenter LP, our wholly-owned subsidiary, sold 250/290 John Carpenter Freeway for a contract sales price of $22.8 million, exclusive of closing costs. Proceeds from the sale of the assets, after closing costs, were used to fully satisfy the existing indebtedness associated with the respective properties and paydown additional indebtedness of the Registrant.
The following unaudited pro forma consolidated financial information gives effect to the disposition of 1221 Coit Road and 250/290 John Carpenter Freeway. In our opinion, all material adjustments necessary to reflect the effects of the above transactions have been made.
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Behringer Harvard Short-Term Opportunity Fund I LP
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2012
(in thousands, except unit amounts)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had disposed of 1221 Coit Road and 250/290 John Carpenter and repaid certain indebtedness as of June 30, 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 six months ended June 30, 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 June 30, 2012, nor does it purport to represent our future financial position.
| June 30, 2012 | Pro Forma | |||||||||||
| as Reported | Adjustments | Pro Forma | ||||||||||
| (a) | (b) | June 30, 2012 | ||||||||||
| Assets | ||||||||||||
| Real Estate | ||||||||||||
| Land | $ | 6,736 | $ | (2,603 | ) | $ | 4,133 | |||||
| Buildings and improvements, net | 40,048 | (12,457 | ) | 27,591 | ||||||||
| Total real estate | 46,784 | (15,060 | ) | 31,724 | ||||||||
| Assets associated with real estate held for sale | 9,309 | (9,309 | )(c) | - | ||||||||
| Cash and cash equivalents | 4,088 | 9,738 | 13,826 | |||||||||
| Restricted cash | 733 | - | 733 | |||||||||
| Accounts receivable, net | 3,598 | (2,668 | ) | 930 | ||||||||
| Prepaid expenses and other assets | 771 | (10 | ) | 761 | ||||||||
| Furniture, fixtures and equipment, net | 271 | (3 | ) | 268 | ||||||||
| Deferred financing fees, net | 461 | (383 | ) | 78 | ||||||||
| Lease intangibles, net | 698 | (610 | ) | 88 | ||||||||
| Total assets | $ | 66,713 | $ | (18,305 | ) | $ | 48,408 | |||||
| Liabilities and Equity (deficit) | ||||||||||||
| Liabilities | ||||||||||||
| Notes payable | $ | 52,084 | $ | (18,393 | ) | $ | 33,691 | |||||
| Notes payable to related party | 12,018 | - | 12,018 | |||||||||
| Accounts payable | 340 | - | 340 | |||||||||
| Payables to related parties | 4,206 | - | 4,206 | |||||||||
| Accrued liabilities | 3,386 | (915 | ) | 2,471 | ||||||||
| Obligations associated with real estate held for sale | 12,430 | (12,430 | )(c) | - | ||||||||
| Total liabilities | 84,464 | (31,738 | ) | 52,726 | ||||||||
| Commitments and contingencies | ||||||||||||
| Equity (deficit) | ||||||||||||
| Partners' capital (deficit) | ||||||||||||
| Limited partners - 11,000,000 units authorized, 10,803,839 units issued and outstanding at June 30, 2012 | (49,048 | ) | 13,989 | (35,059 | ) | |||||||
| General partners | 38,437 | - | 38,437 | |||||||||
| Partners' capital (deficit) | (10,611 | ) | 13,989 | 3,378 | ||||||||
| Noncontrolling interest (deficit) | (7,140 | ) | (556 | ) | (7,696 | ) | ||||||
| Total equity (deficit) | (17,751 | ) | 13,433 | (4,318 | ) | |||||||
| Total liabilities and equity (deficit) | $ | 66,713 | $ | (18,305 | ) | $ | 48,408 | |||||
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 Six Months Ended June 30, 2012
(in thousands, except per unit amounts)
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had disposed of 1221 Coit Road and 250/290 John Carpenter and repaid certain indebtedness 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 six months ended June 30, 2012. The Pro Forma Consolidated Statement of Operations does not include nonrecurring items, which include the asset impairment charge and gain 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.
| Six Months Ended June 30, 2012 as Reported | Prior Disposition Pro Forma Adjustments | Pro Forma Adjustments | Pro Forma Six Months Ended June 30, | |||||||||||||
| (a) | (b) | (c)(d) | 2012 | |||||||||||||
| Revenues | ||||||||||||||||
| Rental revenue | $ | 1,482 | $ | - | $ | (916 | ) | $ | 566 | |||||||
| Hotel revenue | 7,191 | - | - | 7,191 | ||||||||||||
| Total revenues | 8,673 | - | (916 | ) | 7,757 | |||||||||||
| Expenses | ||||||||||||||||
| Property operating expenses | 6,522 | (120 | ) | (731 | ) | 5,671 | ||||||||||
| Interest expense, net | 2,151 | (695 | ) | (204 | ) | 1,252 | ||||||||||
| Real estate taxes, net | 666 | (56 | ) | (258 | ) | 352 | ||||||||||
| Property and asset management fees | 557 | (84 | ) | (122 | ) | 351 | ||||||||||
| General and administrative | 591 | - | - | 591 | ||||||||||||
| Depreciation and amortization | 1,006 | - | (496 | ) | 510 | |||||||||||
| Total expenses | 11,493 | (955 | ) | (1,811 | ) | 8,727 | ||||||||||
| Interest income | 51 | 51 | ||||||||||||||
| Gain on troubled debt restructuring | 7,228 | (7,124 | ) | (104 | ) | - | ||||||||||
| Income (loss) from continuing operations before income taxes | $ | 4,459 | $ | (6,169 | ) | $ | 791 | $ | (919 | ) | ||||||
| Provision for income taxes | (68 | ) | - | - | (68 | ) | ||||||||||
| Income (loss) from continuing operations | $ | 4,391 | $ | (6,169 | ) | $ | 791 | $ | (987 | ) | ||||||
| Loss from discontinued operations | (1,316 | ) | - | - | (1,316 | ) | ||||||||||
| Net income (loss) | $ | 3,075 | $ | (6,169 | ) | $ | 791 | $ | (2,303 | ) | ||||||
| Noncontrolling interest in continuing operations | $ | (400 | ) | $ | - | $ | - | $ | (400 | ) | ||||||
| Noncontrolling interest in discontinued operations | (386 | ) | - | (3 | ) | (389 | ) | |||||||||
| Net loss attributable to noncontrolling interest | (786 | ) | - | (3 | ) | (789 | ) | |||||||||
| Net income (loss) attributable to the partnership | $ | 3,861 | $ | (6,169 | ) | $ | 794 | $ | (1,514 | ) | ||||||
| Weighted average limited partnership units outstanding: | ||||||||||||||||
| Basic and diluted | 10,804 | 10,804 | ||||||||||||||
| Net income (loss) per limited partnership unit: | ||||||||||||||||
| Basic and diluted | $ | 0.36 | $ | (0.14 | ) | |||||||||||
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 1221 Coit Road and 250/290 John Carpenter and repaid certain indebtedness 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, which include the asset impairment charge and gain 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 | ) | $ | (2,489 | ) | $ | 784 | ||||||
| Hotel revenue | 14,158 | - | - | 14,158 | ||||||||||||
| Real estate inventory sales | 5,560 | - | - | 5,560 | ||||||||||||
| Total revenues | 24,205 | (1,214 | ) | (2,489 | ) | 20,502 | ||||||||||
| Expenses | ||||||||||||||||
| Property operating expenses | 14,603 | (1,681 | ) | (1,750 | ) | 11,172 | ||||||||||
| Asset impairment loss | 11,625 | - | (10,213 | ) | 1,412 | |||||||||||
| Inventory valuation adjustment | 26,768 | (26,257 | ) | - | 511 | |||||||||||
| Interest expense, net | 7,822 | (4,076 | ) | (840 | ) | 2,906 | ||||||||||
| Real estate taxes, net | 1,781 | (491 | ) | (728 | ) | 562 | ||||||||||
| Property and asset management fees | 1,414 | (441 | ) | (264 | ) | 709 | ||||||||||
| General and administrative | 896 | - | - | 896 | ||||||||||||
| Depreciation and amortization | 4,030 | (688 | ) | (1,335 | ) | 2,007 | ||||||||||
| Cost of real estate inventory sales | 5,414 | - | - | 5,414 | ||||||||||||
| Total expenses | 74,353 | (33,634 | ) | (15,130 | ) | 25,589 | ||||||||||
| Interest income | 183 | - | - | 183 | ||||||||||||
| Income (loss) from continuing operations before income taxes | $ | (49,965 | ) | $ | 32,420 | $ | 12,641 | $ | (4,904 | ) | ||||||
| Provision for income taxes | (112 | ) | - | - | (112 | ) | ||||||||||
| Income (loss) from continuing operations | (50,077 | ) | 32,420 | 12,641 | (5,016 | ) | ||||||||||
| Loss from discontinued operations | (80 | ) | - | - | (80 | ) | ||||||||||
| Net income (loss) | $ | (50,157 | ) | $ | 32,420 | $ | 12,641 | $ | (5,096 | ) | ||||||
| Noncontrolling interest in continuing operations | $ | 1,985 | $ | (955 | ) | $ | (42 | ) | $ | 988 | ||||||
| Noncontrolling interest in discontinued operations | 31 | - | - | 31 | ||||||||||||
| Net (income) loss attributable to noncontrolling interest | 2,016 | (955 | ) | (42 | ) | 1,019 | ||||||||||
| Net income (loss) attributable to the partnership | $ | (48,141 | ) | $ | 31,465 | $ | 12,599 | $ | (4,077 | ) | ||||||
| Weighted average limited partnership units outstanding: | ||||||||||||||||
| Basic and diluted | 10,804 | 10,804 | ||||||||||||||
| Loss per limited partnership unit: | ||||||||||||||||
| Basic and diluted | $ | (4.45 | ) | $ | (0.38 | ) | ||||||||||
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 June 30, 2012. |
| b. | Reflects our disposition of 1221 Coit Road and 250/290 John Carpenter Freeway. Amounts represent the necessary adjustments to remove the assets and liabilities sold to the buyer as a result of the disposition. |
| c. | 1221 Coit Road was classified as real estate held for sale as of June 30, 2012. |
Unaudited Pro Forma Consolidated Statement of Operations for Six Months Ended June 30, 2012
| a. | Reflects our historical operations for the six months ended June 30, 2012. |
| b. | Reflects the historical revenues and expenses of the 23-unit condominium property in Telluride, Colorado (“Cassidy Ridge”), including property management fees, asset management fees, depreciation and amortization associated with the property. The property was returned to the lender via a deed in lieu of foreclosure effective May 8, 2012. |
| c. | Reflects the historical revenues and expenses of 250/290 John Carpenter Freeway, including property management fees, asset management fees, depreciation and amortization associated with the property. |
| d. | 1221 Coit Road was classified as real estate held for sale as of June 30, 2012 and therefore was not reflected in the June 30, 2012 presentation of continuing operations. |
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 and 39 luxury high-rise condominiums and 1.4 acres of excess land located in Dallas, Texas (“Palomar Residences”) which was returned the lender via a deed in lieu of foreclosure on June 8, 2012, including property management fees, asset management fees, depreciation and amortization associated with the properties. |
| c. | Reflects the historical revenues and expenses of 1221 Coit Road and 250/290 John Carpenter Freeway, 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.
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Behringer Harvard Short-Term OPPORTUNITY Fund I LP | ||
| By: | Behringer Harvard Advisors II LP, | |
| Co-General Partner | ||
| Dated: August 22, 2012 | By: | /s/ Gary S. Bresky |
| Gary S. Bresky | ||
| Chief Financial Officer |
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