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 13, 2017
KBS REAL ESTATE INVESTMENT TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
| Maryland | 000-52606 | 20-2985918 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices)
Registrant’s telephone number, including area code: (949) 417-6500
Not Applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information in this Report set forth under Item 2.01 regarding the entry into a material definitive agreement related to the sale of Tysons Dulles Plaza is incorporated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Disposition of Tysons Dulles Plaza
On June 6, 2008, KBS Real Estate Investment Trust, Inc. (the “Company”), through an indirect wholly owned subsidiary, KBS Tysons Dulles Plaza, LLC (the “Owner”), purchased three six-story office buildings containing 487,775 rentable square feet located on approximately 14.7 acres of land in McLean, Virginia (“Tysons Dulles Plaza”). On June 13, 2017, the Owner entered into a purchase and sale agreement, as amended on June 20, 2017, with Rockpoint Fund Acquisitions, L.L.C. (“Rockpoint”), an entity unaffiliated with the Company or its advisor, for the sale of Tysons Dulles Plaza. Rockpoint assigned the purchase and sale agreement to TDP Owner, L.L.C. (the “Purchaser”), an entity unaffiliated with the Company or its advisor, as of June 15, 2017. On June 26, 2017, the Company sold Tysons Dulles Plaza to the Purchaser for $130.3 million, excluding closing credits. The net cash to the Company from the disposition of Tysons Dulles Plaza was approximately $123.4 million, net of closing credits, closing costs and disposition fees and rental security deposits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (b) | Pro Forma Financial Information | |
| KBS Real Estate Investment Trust, Inc. | ||
SIGNATURES
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.
| KBS REAL ESTATE INVESTMENT TRUST, INC. | ||||||
| Dated: June 30, 2017 | BY: | /s/ Jeffrey K. Waldvogel | ||||
| Jeffrey K. Waldvogel | ||||||
| Chief Financial Officer | ||||||
KBS REAL ESTATE INVESTMENT TRUST, INC.
SUMMARY OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma information should be read in conjunction with the condensed consolidated statement of net assets of KBS Real Estate Investment Trust, Inc. (“KBS REIT”) as of March 31, 2017 (liquidation basis, unaudited), the related condensed consolidated statement of changes in net assets for the three months ended March 31, 2017 (liquidation basis, unaudited), the consolidated balance sheet as of December 31, 2016, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year ended December 31, 2016, and the notes thereto (all going concern basis). The condensed consolidated financial statements of KBS REIT as of and for the three months ended March 31, 2017 and the consolidated financial statements of KBS REIT as of and for the year ended December 31, 2016 have been included in KBS REIT’s prior filings with the SEC.
The following unaudited pro forma condensed consolidated statement of net assets as of March 31, 2017 has been prepared to give effect to the disposition of Tysons Dulles Plaza as if the disposition occurred on March 31, 2017. The unaudited pro forma condensed consolidated statement of net assets does not purport to reflect the actual transaction or financial position of KBS REIT as the disposition occurred on June 26, 2017 and certain amounts and balances have changed.
The following unaudited condensed consolidated statement of changes in net assets for the three months ended March 31, 2017 has been prepared to give effect to the June 26, 2017 disposition of Tysons Dulles Plaza as if the disposition occurred on January 1, 2017.
The following unaudited pro forma statement of operations for the year ended December 31, 2016 has been prepared to give effect to the June 26, 2017 disposition of Tysons Dulles Plaza as if the disposition occurred on January 1, 2016.
These unaudited pro forma financial statements have been prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the disposition of Tysons Dulles Plaza been consummated as of the dates indicated.
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KBS REAL ESTATE INVESTMENT TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS
As of March 31, 2017
(Liquidation Basis, in thousands)
| KBS REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||
| Tysons Dulles Plaza (b) | |||||||||||
| Assets | |||||||||||
| Real Estate | $ | 406,324 | $ | (131,099 | ) | $ | 275,225 | ||||
| Real estate loans receivable | 23,730 | — | 23,730 | ||||||||
| Cash and cash equivalents | 39,585 | 123,441 | (c) | 163,026 | |||||||
| Restricted cash | 8,002 | — | 8,002 | ||||||||
| Rents and other receivables, net | 1,809 | — | 1,809 | ||||||||
| Other assets, net | 4,713 | — | 4,713 | ||||||||
| Total assets | $ | 484,163 | $ | (7,658 | ) | $ | 476,505 | ||||
| Liabilities | |||||||||||
| Liabilities for estimated costs in excess of estimated receipts during liquidation | $ | 11,167 | $ | (3,328 | ) | (d) | $ | 7,839 | |||
| Accounts payable and accrued liabilities | 3,346 | — | 3,346 | ||||||||
| Due to affiliates | 39 | — | 39 | ||||||||
| Liabilities for estimated closing costs and disposition fees | 11,764 | (2,866 | ) | (e) | 8,898 | ||||||
| Other liabilities | 7,891 | (1,038 | ) | (f) | 6,853 | ||||||
| Total liabilities | 34,207 | (7,232 | ) | 26,975 | |||||||
| Commitments and contingencies | |||||||||||
| Net assets in liquidation | $ | 449,956 | $ | (426 | ) | $ | 449,530 | ||||
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KBS REAL ESTATE INVESTMENT TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS
As of March 31, 2017
| (a) | Historical condensed consolidated statement of net assets derived from KBS REIT’s Quarterly Report on Form 10-Q as of March 31, 2017. |
| (b) | Represents adjustments to reflect the disposition of Tysons Dulles Plaza. The aggregate liquidation value, net of estimated closing credits, of the Tysons Dulles Plaza was $128.3 million, excluding estimated closing costs. The aggregate liquidation value as presented on a pro forma basis as of March 31, 2017 is further reduced by $2.8 million for capital expenditures made subsequent to March 31, 2017 through the date of disposition on June 26, 2017, which contributed to the ultimate disposition price. |
| (c) | Represents the amount of net cash proceeds from the disposition of Tysons Dulles Plaza, net of closing costs and disposition fees and rental security deposits. |
| (d) | Represents the adjustment to eliminate estimated costs in excess of estimated receipts related to Tysons Dulles Plaza during liquidation. |
| (e) | Represents the adjustment to estimated closing costs and disposition fees to reflect the disposition of Tysons Dulles Plaza. |
| (f) | Represents the adjustment for rental security deposits transferred to the purchaser upon disposition of Tysons Dulles Plaza. |
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KBS REAL ESTATE INVESTMENT TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the Three Months March 31, 2017
(Liquidation Basis, in thousands)
| KBS REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||
| Tysons Dulles Plaza | |||||||||||
| Net assets in liquidation, beginning of period | $ | 635,441 | $ | (426 | ) | (b) | $ | 635,015 | |||
| Changes in net assets in liquidation | |||||||||||
| Redemptions | (919 | ) | — | (919 | ) | ||||||
| Other changes, net | 237 | — | 237 | ||||||||
| Net decrease in liquidation value | (682 | ) | — | (682 | ) | ||||||
| Liquidating distribution to stockholders | (184,803 | ) | — | (184,803 | ) | ||||||
| Changes in net assets in liquidation | (185,485 | ) | — | (185,485 | ) | ||||||
| Net assets in liquidation, end of period | $ | 449,956 | $ | (426 | ) | $ | 449,530 | ||||
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KBS REAL ESTATE INVESTMENT TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the Three Months Ended March 31, 2017
| (a) | Historical condensed consolidated statement of changes in net assets derived from KBS REIT’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017. |
| (b) | Net assets in liquidation decreased primarily as a result of an increase in closing credits related to the sale of Tysons Dulles Plaza. |
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KBS REAL ESTATE INVESTMENT TRUST, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016
(Going Concern Basis, in thousands, except share and per share amounts)
KBS REIT Historical (a) | Pro Forma Adjustment | Pro Forma Total | |||||||||
| Tysons Dulles Plaza (b) | |||||||||||
| Revenues: | |||||||||||
| Rental income | $ | 97,383 | $ | (11,597 | ) | $ | 85,786 | ||||
| Tenant reimbursements | 26,977 | (364 | ) | 26,613 | |||||||
| Interest income from real estate loans receivable | 2,845 | — | 2,845 | ||||||||
| Parking revenues and other operating income | 2,129 | (4 | ) | 2,125 | |||||||
| Total revenues | 129,334 | (11,965 | ) | 117,369 | |||||||
| Expenses: | |||||||||||
| Operating, maintenance, and management | 52,857 | (3,829 | ) | 49,028 | |||||||
| Real estate taxes, property-related taxes, and insurance | 15,998 | (1,623 | ) | 14,375 | |||||||
| Asset management fees to affiliate | 7,553 | (1,482 | ) | 6,071 | |||||||
| Foreclosure fees and expenses | 278 | — | 278 | ||||||||
| General and administrative expenses | 15,971 | (2 | ) | 15,969 | |||||||
| Depreciation and amortization | 35,961 | (5,618 | ) | 30,343 | |||||||
| Interest expense | 10,536 | (978 | ) | 9,558 | |||||||
| Impairment charge on real estate | 33,419 | — | 33,419 | ||||||||
| Total expenses | 172,573 | (13,532 | ) | 159,041 | |||||||
| Other income: | |||||||||||
| Gains on sales of real estate, net | 159,464 | — | 159,464 | ||||||||
| Loss from extinguishment of debt | (26,343 | ) | — | (26,343 | ) | ||||||
| Other interest income | 746 | — | 746 | ||||||||
| Other income | 183 | — | 183 | ||||||||
| Total other income | 134,050 | — | 134,050 | ||||||||
| Income from continuing operations | 90,811 | 1,567 | 92,378 | ||||||||
| Discontinued operations: | |||||||||||
| Income from discontinued operations | 82 | — | 82 | ||||||||
| Total income from discontinued operations | 82 | — | 82 | ||||||||
| Net income | $ | 90,893 | $ | 1,567 | $ | 92,460 | |||||
| Basic and diluted income per common share: | |||||||||||
| Continuing operations | $ | 0.49 | $ | 0.50 | |||||||
| Discontinued operations | — | — | |||||||||
| Net income per common share | $ | 0.49 | $ | 0.50 | |||||||
| Weighted-average number of common shares outstanding, basic and diluted | 185,704,854 | 185,704,854 | |||||||||
F-6
KBS REAL ESTATE INVESTMENT TRUST, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016
| (a) | Historical financial information derived from KBS REIT’s Annual Report on Form 10-K for the year ended December 31, 2016. |
| (b) | Amount represents the adjustment to remove the historical operations of Tysons Dulles Plaza as reflected in the historical statement of operations of KBS REIT for the year ended December 31, 2016. |
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