UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 9, 2007 (December 13, 2006)
Behringer Harvard Opportunity REIT I, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | | 000-51961 | | 20-1862323 |
(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:
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))
Pursuant to the requirements of the Securities Exchange Act of 1934, Behringer Harvard Opportunity REIT I, Inc. (which may be referred to as the “Registrant,” “we,” “our,” or “us”) hereby amends our Current Report on Form 8-K filed on December 19, 2006 to provide the required financial statements relating to our acquisition of an office building located in Dallas, Texas (“Bent Tree Green”), as described in such Current Report.
After reasonable inquiry, we are not aware of any material factors relating to Bent Tree Green that would cause the reported revenues and certain operating expenses relating to it not to be necessarily indicative of future operating results.
Item 9.01 Financial Statements and Exhibits.
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Independent Auditors’ Report
To the Board of Directors and Stockholders of
Behringer Harvard Opportunity REIT I, Inc.
Addison, Texas
We have audited the accompanying statement of revenues and certain operating expenses (the “Historical Summary”) of Bent Tree Green, which consists of an office building located in Dallas, Texas (the “Property”) for the year ended December 31, 2005. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in this Form 8-K/A of Behringer Harvard Opportunity REIT I, Inc.) as described in Note 1 to the Historical Summary and is not intended to be a complete presentation of the Property’s revenues and expenses.
In our opinion, the Historical Summary presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 to the Historical Summary of the Property for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP | |
|
|
Dallas, Texas |
February 5, 2007 |
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Bent Tree Green
Statement of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2006 (Unaudited) and
For the Year Ended December 31, 2005
| | Nine Months | | | |
| | Ended | | Year Ended | |
| | September 30, | | December 31, | |
| | 2006 | | 2005 | |
| | (unaudited) | | | |
Revenues: | | | | | |
Rental revenue | | $ | 1,399,579 | | $ | 2,376,516 | |
Tenant reimbursement income | | 112,229 | | 210,416 | |
| | | | | |
Total revenues | | 1,511,808 | | 2,586,932 | |
| | | | | |
Certain operating expenses: | | | | | |
Property operating expenses | | 558,018 | | 775,810 | |
Real estate taxes | | 214,846 | | 325,836 | |
General and administrative expenses | | 123,377 | | 150,544 | |
Property management fees | | 51,212 | | 98,002 | |
| | | | | |
Total certain operating expenses | | 947,453 | | 1,350,192 | |
| | | | | |
Revenues in excess of certain operating expenses | | $ | 564,355 | | $ | 1,236,740 | |
See accompanying notes to statement of revenues and certain operating expenses.
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Bent Tree Green
Notes to the Statement of Revenues and Certain Operating Expenses
For the Nine Months Ended September 30, 2006 (Unaudited) and
For the Year Ended December 31, 2005
1. Basis of Presentation
On December 13, 2006, Behringer Harvard Opportunity REIT I, Inc. (the “Company”) acquired a three-story office building containing approximately 138,000 rentable square feet (unaudited) located on approximately 3.4 acres (unaudited) of land in Dallas, Texas (“Bent Tree Green”).
The statements of revenues and certain operating expenses (the “Historical Summary”) have been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The Historical Summary includes the historical revenues and certain operating expenses of Bent Tree Green, exclusive of items which may not be comparable to the proposed future operations of Bent Tree Green such as depreciation and amortization, interest expense and corporate expenses.
The statement of revenues and certain operating expenses and notes thereto for the nine months ended September 30, 2006 included in this report are unaudited. In the opinion of the Company’s management, all adjustments necessary for a fair presentation of such statement of revenues and certain operating expenses have been included. Such adjustments consist of normal recurring items. Interim results are not necessarily indicative of results for a full year.
2. Principles of Reporting and Use of Estimates
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenue and certain operating expenses during the reporting period. Actual results may differ from those estimates.
3. Significant Accounting Policies
Revenue Recognition
Bent Tree Green’s operations consist of rental income earned from its tenants under lease agreements which generally provide for minimum rent payments. All leases have been accounted for as operating leases. Rental income is recognized by amortizing the aggregate lease payments on the straight-line basis over the entire terms of the leases, including the effect of any rent holidays, which amounted to an increase in rental income of approximately $79,500 for the nine months ended September 30, 2006 (unaudited) and a decrease of approximately $165,700 for the year ended December 31, 2005.
Tenant reimbursement income consists of recovery of certain basic operating costs over an established base amount. Recoveries are recognized as revenue in the period the applicable costs are incurred.
4. Leases
The aggregate annual minimum future rental income on the non-cancelable operating leases held in effect as of December 31, 2005 for the next five years are as follows:
Year Ending December 31: | | | |
2006 | | $ | 1,769,142 | |
2007 | | 981,644 | |
2008 | | 521,942 | |
2009 | | 228,121 | |
2010 | | 179,719 | |
Thereafter | | 139,781 | |
| | $ | 3,820,349 | |
Minimum future rental income represents the base rent required to be paid under the terms of the leases exclusive of charges for contingent rents, electrical services, real estate taxes, and operating cost escalations. There were no contingent rents in 2005.
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5. Concentrations
The following presents rental income (base rent) from tenants who individually represented more than 10% of Bent Tree Green’s rental revenues for the year ended December 31, 2005:
Name | | Amount | |
Universal Sports America, Inc. | | $ | 908,413 | |
Turner Collie and Braden, Inc. (TCB, Inc.) | | 414,616 | |
FGIS Group, Inc. | | 338,604 | |
| | | | |
*****
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Behringer Harvard Opportunity REIT I, Inc.
Unaudited Pro Forma Consolidated Financial Information
On December 13, 2006, we acquired a three-story office building containing approximately 138,000 rentable square feet located on approximately 3.4 acres of land in Dallas, Texas (“Bent Tree Green”), through Behringer Harvard Bent Tree Green LP, a wholly-owned subsidiary of Behringer Harvard Opportunity OP I, LP, our operating partnership. The total contract purchase price of Bent Tree Green, exclusive of closing costs, was approximately $11.9 million, which was paid entirely through the use of proceeds of our offering of common stock to the public.
In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.
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Behringer Harvard Opportunity REIT I, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
as of September 30, 2006
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if we had acquired Bent Tree Green as of September 30, 2006. This Pro Forma Consolidated Balance Sheet should be read in conjunction with our Pro Forma Consolidated Statements of Operations and the historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the nine months ended September 30, 2006. 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 September 30, 2006, nor does it purport to represent our future financial position.
| | September 30, 2006 as Reported (a) | | Prior Acquisitions Pro Forma Adjustments (b) | | Pro Forma Adjustments (c) | | Pro Forma September 30, 2006 | |
Assets | | | | | | | | | |
Real estate | | | | | | | | | |
Land and improvements, net | | $ | 3,451,715 | | $ | 7,663,951 | | $ | 1,275,349 | | $ | 12,391,015 | |
Buildings and improvements, net | | 30,848,877 | | 69,011,600 | | 9,889,358 | | 109,749,835 | |
Real estate under development | | 17,379,912 | | 5,359,843 | | — | | 22,739,755 | |
Total real estate | | 51,680,504 | | 82,035,394 | | 11,164,707 | | 144,880,605 | |
| | | | | | | | | |
Cash and cash equivalents | | 86,179,385 | | (47,270,542 | ) | (12,032,922 | ) | 26,875,921 | |
Restricted cash | | 1,992,215 | | 137,966 | | — | | 2,130,181 | |
Accounts receivable, net | | 750,771 | | 51,045 | | — | | 801,816 | |
Prepaid expenses and other assets | | 90,309 | | 350,587 | | 25,059 | | 465,955 | |
Escrow deposits | | 360,500 | | — | | — | | 360,500 | |
Furniture, fixtures and equipment, net | | — | | 7,840,693 | | — | | 7,840,693 | |
Deferred financing fees, net | | 1,006,081 | | 1,127,370 | | — | | 2,133,451 | |
Note receivable | | — | | 1,718,359 | | — | | 1,718,359 | |
Lease intangibles, net | | 4,407,835 | | 3,880,180 | | 1,348,892 | | 9,636,907 | |
Other intangibles, net | | — | | 10,826,333 | | — | | 10,826,333 | |
Total assets | | $ | 146,467,600 | | $ | 60,697,385 | | $ | 505,736 | | $ | 207,670,721 | |
| | | | | | | | | |
Liabilities and stockholders’ equity | | | | | | | | | |
Liabilities | | | | | | | | | |
Mortgages payable | | $ | 23,778,459 | | $ | 55,000,000 | | $ | — | | $ | 78,778,459 | |
Accounts payable | | 1,005,739 | | — | | — | | 1,005,739 | |
Payables to affiliates | | 2,550,135 | | — | | — | | 2,550,135 | |
Acquired below-market leases, net | | 2,062,410 | | 2,212,517 | | 246,627 | | 4,521,554 | |
Dividends payable | | 205,230 | | — | | — | | 205,230 | |
Accrued liabilities | | 992,382 | | 166,893 | | 259,109 | | 1,418,384 | |
Subscriptions for common stock | | 451,781 | | — | | — | | 451,781 | |
Other liabilities | | — | | 820,000 | | — | | 820,000 | |
Total liabilities | | 31,046,136 | | 58,199,410 | | 505,736 | | 89,751,282 | |
| | | | | | | | | |
Commitments and contingencies | | | | | | | | | |
| | | | | | | | | |
Minority interest | | 116,154 | | 2,500,000 | | — | | 2,616,154 | |
| | | | | | | | | |
Stockholders’ 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 shares issued and outstanding | | — | | — | | — | | — | |
Common stock, $.0001 par value per share; 350,000,000 shares authorized, 13,107,787 shares issued and outstanding | | 1,311 | | — | | — | | 1,311 | |
Additional paid-in capital | | 114,591,348 | | — | | — | | 114,591,348 | |
Cumulative distributions and retained earnings (deficit) | | 712,651 | | (2,025 | ) | — | | 710,626 | |
Total stockholders’ equity | | 115,305,310 | | (2,025 | ) | — | | 115,303,285 | |
Total liabilities and stockholders’ equity | | $ | 146,467,600 | | $ | 60,697,385 | | $ | 505,736 | | $ | 207,670,721 | |
See accompanying unaudited notes to pro forma consolidated financial statements.
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Behringer Harvard Opportunity REIT I, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2006
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had acquired Bent Tree Green on January 1, 2005. This Pro Forma Consolidated Statement of Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the nine months ended September 30, 2006. The Pro Forma Consolidated Statement of Operations 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, 2005, nor does it purport to represent our future operations.
| | Nine Months Ended September 30, 2006 as Reported (a) | | Prior Acquisitions Pro Forma Adjustments (b) | | Statement of Revenues and Certain Expenses (c) | | Pro Forma Adjustments | | Pro Forma Nine Months Ended September 30, 2006 | |
| | | | | | | | | | | |
Rental revenue | | $ | 1,791,128 | | $ | 8,724,823 | | $ | 1,511,808 | | $ | 61,266 | (d) | $ | 12,089,025 | |
| | | | | | | | | | | |
Expenses | | | | | | | | | | | |
Property operating expenses | | 700,505 | | 1,289,986 | | 558,018 | | — | | 2,548,509 | |
Interest expense | | 127,665 | | 2,375,598 | | — | | — | | 2,503,263 | |
Real estate taxes | | 190,878 | | 1,227,014 | | 214,846 | | — | | 1,632,738 | |
Property management fees | | 57,841 | | 106,758 | | 51,212 | | (51,212 | )(e) | 232,630 | |
| | | | | | | | 68,031 | (f) | | |
Asset management fees | | 87,396 | | 609,631 | | — | | 66,656 | (g) | 763,683 | |
General and administrative | | 578,613 | | 60,686 | | 123,377 | | — | | 762,676 | |
Depreciation and amortization | | 577,309 | | 3,983,539 | | — | | 567,280 | (h) | 5,128,128 | |
Total expenses | | 2,320,207 | | 9,653,212 | | 947,453 | | 650,755 | | 13,571,627 | |
| | | | | | | | | | | |
Interest income | | 1,786,905 | | 64,438 | | — | | — | | 1,851,343 | |
Minority interest | | 130,697 | | 57,377 | | — | | — | | 188,074 | |
| | | | | | | | | | | |
Net income (loss) | | $ | 1,388,523 | | $ | (806,574 | ) | $ | 564,355 | | $ | (589,489 | ) | $ | 556,815 | |
| | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | |
Basic | | 7,701,098 | | | | | | 3,397,338 | (i) | 11,098,436 | |
Diluted | | 7,716,576 | | | | | | 3,388,248 | (i) | 11,104,824 | |
| | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | |
Basic | | $ | 0.18 | | | | | | | | $ | 0.05 | |
Diluted | | $ | 0.18 | | | | | | | | $ | 0.05 | |
See accompanying unaudited notes to pro forma consolidated financial statements.
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Behringer Harvard Opportunity REIT I, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005
The following unaudited Pro Forma Consolidated Statement of Operations is presented as if we had acquired Bent Tree Green on January 1, 2005. This Pro Forma Consolidated Statement of Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2005. The Pro Forma Consolidated Statement of Operations 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, 2005, nor does it purport to represent our future operations.
| | Year Ended December 31, 2005 as Reported (a) | | Prior Acquisitions Pro Forma Adjustments (b) | | Statement of Revenues and Certain Expenses (c) | | Pro Forma Adjustments | | Pro Forma Year Ended December 31, 2005 | |
| | | | | | | | | | | |
Rental revenue | | $ | — | | $ | 13,197,094 | | $ | 2,586,932 | | $ | 81,687 | (d) | $ | 15,865,713 | |
| | | | | | | | | | | |
Expenses | | | | | | | | | | | |
Property operating expenses | | — | | 2,461,907 | | 775,810 | | — | | 3,237,717 | |
Interest expense | | — | | 3,167,465 | | — | | — | | 3,167,465 | |
Real estate taxes | | — | | 1,354,817 | | 325,836 | | — | | 1,680,653 | |
Property management fees | | — | | 199,140 | | 98,002 | | (98,002 | )(e) | 315,552 | |
| | | | | | | | 116,412 | (f) | | |
Asset management fees | | — | | 920,378 | | — | | 88,875 | (g) | 1,009,253 | |
General and administrative | | 159,163 | | 138,608 | | 150,544 | | — | | 448,315 | |
Depreciation and amortization | | — | | 6,074,229 | | — | | 756,374 | (h) | 6,830,603 | |
Total expenses | | 159,163 | | 14,316,544 | | 1,350,192 | | 863,659 | | 16,689,558 | |
| | | | | | | | | | | |
Interest income | | 55,930 | | 85,918 | | — | | — | | 141,848 | |
Minority interest | | — | | 37,713 | | — | | — | | 37,713 | |
| | | | | | | | | | | |
Net income (loss) | | $ | (103,233 | ) | $ | (995,819 | ) | $ | 1,236,740 | | $ | (781,972 | ) | $ | (644,284 | ) |
| | | | | | | | | | | |
Basic and diluted weighted average shares outstanding | | 174,833 | | | | | | 10,631,941 | (i) | 10,806,774 | |
| | | | | | | | | | | |
Basic and diluted loss per share | | $ | (0.59 | ) | | | | | | | $ | (0.06 | ) |
See accompanying unaudited notes to pro forma consolidated financial statements.
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Behringer Harvard Opportunity REIT I, Inc.
Unaudited Notes to Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet
a. Reflects our historical balance sheet as of September 30, 2006.
b. Reflects the adjustment to the allocation of the purchase price for the Ferncroft Corporate Center acquired on July 13, 2006 and the acquisition of Chase Park Plaza on December 8, 2006.
c. Reflects the acquisition of Bent Tree Green for approximately $12.0 million, inclusive of closing costs. The acquisition was funded entirely with cash on hand. We allocated our purchase price to the assets and liabilities below and estimated the remaining useful lives of the tangible and intangible assets as follows:
Description | | Allocation | | Estimated Useful Life | |
| | | | | |
Land | | $ | 1,275,349 | | — | |
Building | | 9,889,358 | | 25 years | |
Above/below-market leases, net | | (182,284 | ) | 2.2 years | |
Tenant improvements, leasing commissions & legal fees | | 213,234 | | 2.2 years | |
In-place leases | | 377,914 | | 2.2 years | |
Tenant relationships | | 693,401 | | 7.2 years | |
Prepaid expenses and other assets | | 25,059 | | — | |
Prepaid rent | | (82,724 | ) | — | |
Other liabilities | | (176,385 | ) | — | |
| | $ | 12,032,922 | | | |
We allocated the purchase price to the above tangible and identified intangible assets based on their relative fair values in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” and No. 142, “Goodwill and Other Intangible Assets” as follows:
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 relative fair value of these assets using discounted cash flow analyses or similar methods. The value of the building is depreciated over the estimated useful life of 25 years using the straight-line method.
We determine the value of above-market and below-market in-place 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 (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of current market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable terms of the respective 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 remaining non-cancelable terms of the respective leases using the straight-line method.
The total value of identified real estate intangible assets acquired is further allocated to in-place lease values 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 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 fair value of in-place leases, we consider items such as real estate taxes, insurance and other operating expenses, as well as lost rental revenue during the expected lease-up period and carrying costs that would have otherwise been incurred had the leases not been in place, including tenant improvements and commissions. The estimates of the fair value of tenant relationships also include costs to execute similar leases, including leasing commissions, legal and tenant improvements as well as an estimate of the likelihood of renewal as determined by management on a tenant-by-tenant basis.
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We amortize the value of in-place leases to expense over the term of the respective leases. The value of tenant relationship intangibles is amortized to expense over the initial term and any anticipated renewal periods, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and tenant relationship intangibles would be charged to expense.
Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2006
a. Reflects our historical operations for the nine months ended September 30, 2006.
b. Reflects the combined pro forma results for the following properties for periods prior to the respective acquisition date:
Property | | Acquisition Date |
12600 Whitewater | | March 1, 2006 |
Ferncroft Corporate Center | | July 13, 2006 |
Chase Park Plaza | | December 8, 2006 |
c. Reflects the historical revenues and certain expenses of Bent Tree Green.
d. Reflects the straight-line amortization of the above-market and below-market lease values over the remaining non-cancelable terms of the leases for Bent Tree Green of approximately 27 months.
e. Reflects the reversal of historical property management fees for Bent Tree Green.
f. Reflects the property management fees associated with the current management of Bent Tree Green. The property is managed by HPT Management Services LP, our affiliate, for a fee of 4.5% of annual gross revenues, as defined in the property management agreement.
g. Reflects the asset management fees associated with Bent Tree Green. The assets are managed by HPT Management Services LP, our affiliate, for an annual asset management fee of 0.75% of the asset value.
h. Reflects the depreciation and amortization of Bent Tree Green using the straight-line method over the estimated useful lives as follows:
Description | | Allocation | | Estimated Useful Life | |
Building | | $ | 9,889,358 | | 25 years | |
Real estate intangibles (1) | | 408,864 | | 2.2 years | |
Tenant relationships | | 693,401 | | 7.2 years | |
| | | | | | |
(1) Included in real estate intangibles are approximately $65,000 of above-market lease values and approximately $247,000 of below-market lease values, which is amortized to rental income. See Note d.
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i. Reflects the adjustment to the historical weighted average number of shares of common stock outstanding to reflect the acceptance of shares needed to provide for the cash purchase price of our property investments. The adjustment is computed as follows:
Cash needed to acquire 12600 Whitewater | | $ | 9,040,524 | |
Cash needed to acquire Ferncroft Corporate Center | | 27,836,297 | |
Cash needed to acquire Chase Park Plaza | | 47,270,542 | |
Cash needed to acquire Bent Tree Green | | 12,032,922 | |
| | $ | 96,180,285 | |
| | | |
Net cash received from each share of common stock issued | | $ | 8.90 | (1) |
| | | |
Common stock needed to purchase the properties listed above | | 10,806,774 | |
Plus basic weighted average of common stock actually outstanding for the nine months ended September 30, 2006 in excess of 10,806,774 | | 291,662 | |
Less historical basic weighted average of common stock outstanding at September 30, 2006 | | (7,701,098 | ) |
| | 3,397,338 | |
| | | |
Common stock needed to purchase the properties listed above | | 10,806,774 | |
Plus diluted weighted average of common stock actually outstanding for the nine months ended September 30, 2006 in excess of 10,806,774 | | 298,050 | |
Less historical diluted weighted average of common stock outstanding at September 30, 2006 | | (7,716,576 | ) |
| | 3,388,248 | |
(1) Net cash received per share of common stock issued is computed as $10 gross proceeds per share less $0.70 commissions per share, $0.20 broker dealer fees per share and $0.20 organization and offering costs per share.
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005
a. Reflects our historical operations for the year ended December 31, 2005.
b. Reflects the combined pro forma results for the following properties for periods prior to the respective acquisition date:
Property | | Acquisition Date |
12600 Whitewater | | March 1, 2006 |
Ferncroft Corporate Center | | July 13, 2006 |
Chase Park Plaza | | December 8, 2006 |
c. Reflects the historical revenues and certain expenses of Bent Tree Green.
d. Reflects the straight-line amortization of the above-market and below-market lease values over the remaining non-cancelable terms of the leases for Bent Tree Green of approximately 27 months.
e. Reflects the reversal of historical property management fees for Bent Tree Green.
f. Reflects the property management fees associated with the current management of Bent Tree Green. The property is managed by HPT Management Services LP, our affiliate, for a fee of 4.5% of annual gross revenues, as defined in the property management agreement.
g. Reflects the asset management fees associated with Bent Tree Green. The asset is managed by HPT Management Services LP, our affiliate, for an annual asset management fee of 0.75% of the asset value.
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h. Reflects the depreciation and amortization of Bent Tree Green using the straight-line method over the estimated useful lives as follows:
Description | | Allocation | | Estimated Useful Life | |
Building | | $ | 9,889,358 | | 25 years | |
Real estate intangibles (1) | | 408,864 | | 2.2 years | |
Tenant relationships | | 693,401 | | 7.2 years | |
| | | | | | |
(1) Included in real estate intangibles are approximately $65,000 of above-market lease values and approximately $247,000 of below-market lease values, which is amortized to rental income. See Note d.
i. Reflects the adjustment to the historical weighted average number of shares of common stock outstanding to reflect the acceptance of shares needed to provide for the cash purchase price of our property investments. The adjustment is computed as follows:
Cash needed to acquire 12600 Whitewater | | $ | 9,040,524 | |
Cash needed to acquire Ferncroft Corporate Center | | 27,836,297 | |
Cash needed to acquire Chase Park | | 47,270,542 | |
Cash needed to acquire Bent Tree Green | | 12,032,922 | |
| | $ | 96,180,285 | |
| | | |
Net cash received from each share of common stock issued | | $ | 8.90 | (1) |
| | | |
Common stock needed to purchase the properties listed above | | 10,806,774 | |
Less historical weighted average of common stock outstanding at December 31, 2005 | | (174,833 | ) |
| | 10,631,941 | |
(1) Net cash received per share of common stock issued is computed as $10 gross proceeds per share less $0.70 commissions per share, $0.20 broker dealer fees per share and $0.20 organization and offering costs per share.
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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 OPPORTUNITY REIT I, INC. |
| | |
| | |
Dated: February 9, 2007 | By: | /s/ Gary S. Bresky | |
| | Gary S. Bresky |
| | Chief Financial Officer |
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