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): July 31, 2009 (April 16, 2009)
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) 655-3600
(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))
EXPLANATORY NOTE
On April 16, 2009, Behringer Harvard Opportunity REIT II, Inc. (the “Registrant”) filed a Current Report on Form 8-K (the “April 16, 2009 Form 8-K”) to present information about the prior performance of programs sponsored by Robert M. Behringer and his affiliates, who control Behringer Harvard Opportunity Advisors II LP, the Registrant’s advisor, in order to incorporate this prior performance information by reference into the Registrant’s Registration Statement on Form S-11 (File No. 333-140887), as amended. On June 30, 2009, after the April 16, 2009 Form 8-K was filed, audited financial statements for the year ended December 31, 2008 for certain private programs included in the prior performance tables were issued, including audited financial statements of Behringer Harvard Strategic Opportunity Fund II LP. Behringer Harvard Strategic Opportunity Fund II recorded asset impairment losses in 2008 that were not included in the 2008 annual operating results for that program on Table III of the April 16, 2009 Form 8-K. This amendment is being filed to correct and update (i) the current price of shares of common stock of Behringer Harvard Opportunity REIT I being offered pursuant to its distribution reinvestment plan as disclosed in the Prior Performance Summary discussion under the “Public Programs” heading as of July 26, 2009, (ii) the 2008 annual operating results of Behringer Harvard Strategic Opportunity Fund II LP included in Table III to account for the asset impairment losses, (iii) the amount of the total acquisition cost, capital improvements, closing and soft costs and the amount of the total for cost of properties including closing and soft costs for Stanwix Street Associates included in Table V, (iv) the amount of cash invested in West Pratt Street included in Table VI, and (v) the amount of the total acquisition cost of Eldridge Place included in Table VI.
Item 8.01 Other Events.
The following prior performance information supersedes and replaces similar information in the April 16, 2009 Form 8-K in its entirety.
PRIOR PERFORMANCE SUMMARY
Prior Investment Programs
As used herein, the terms, “we,” “our” and “us” refer to Behringer Harvard Opportunity REIT II, Inc.
The information presented in this section represents the historical experience of certain real estate programs sponsored by Robert M. Behringer, our Chairman of the Board and founder. Mr. Behringer has served as general partner, Chief Executive Officer or director of 48 programs over the last 20 years, which includes Behringer Harvard Opportunity REIT II, Inc., six other public programs and 41 private programs. We refer to real estate programs sponsored by Mr. Behringer as Behringer Harvard-sponsored programs in this Form 8-K/A. Investors in our offering should not assume that they will experience returns comparable to those experienced by investors in any of the prior Behringer Harvard-sponsored programs. Investors who purchase our shares will not acquire any ownership interest in any of the other Behringer Harvard-sponsored programs discussed in this section.
The information in this section and in the Prior Performance Tables contained herein show relevant summary information concerning Behringer Harvard-sponsored programs. As described below, Robert M. Behringer and his affiliates have sponsored public and private real estate programs that have a mix of fund characteristics, including targeted investment types, investment objectives and criteria and anticipated fund terms that are substantially similar to ours, many of which are still operating and may acquire additional properties in the future. We consider the prior programs to have investment objectives similar to ours to the extent that the prospectus or private offering memorandum for the program lists substantially the same primary investment objectives as we do, regardless of the particular emphasis that a program places on each objective.
The information in this summary represents the historical experience of Behringer Harvard-sponsored programs as of December 31, 2008. The Prior Performance Tables contained herein set forth information as of the dates indicated regarding certain of these prior programs as to: (1) experience in raising and investing funds (Table I); (2) compensation to sponsor (Table II); (3) annual operating results of prior real estate programs (Table III); (4) results of completed programs (Table IV); (5) results of sales or disposals of property (Table V); and (6) properties acquired by prior real estate programs (Table VI). We will furnish copies of the Prior Performance Tables to any prospective investor upon request and without charge. The purpose of this prior performance information is to enable you to evaluate accurately our sponsor’s experience with like programs. The following discussion is intended to summarize briefly the objectives and performance of the prior real estate programs and to disclose any material adverse business developments sustained by them.
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From time to time, Behringer Harvard Holdings and its affiliates have agreed to waive or defer all or a portion of the acquisition, asset management or other fees due them, enter into lease agreements for unleased space, pay general and administrative expenses or otherwise supplement investor returns in order to increase the amount of cash available to make distributions to investors. More specifically, Behringer Harvard REIT I’s advisor and Behringer Harvard Short-Term Opportunity Fund I’s general partners each waived asset management fees of approximately $1.0 million for the year ended December 31, 2007. In addition, on December 31, 2007, Behringer Harvard Holdings forgave Behringer Harvard Short-Term Opportunity Fund I $7.5 million of principal borrowings and accrued interest thereon under a loan agreement entered into between the parties on November 9, 2007. The interest rate under this loan was 5% per annum. The results of operations and distributions from these programs would likely have been lower without such arrangements.
Public Programs
Affiliates of Robert M. Behringer are sponsoring or have recently sponsored six public real estate programs with similar investment objectives as ours. These programs and the status of their offerings are:
· Behringer Harvard REIT I, Inc. — The initial public offering for this program terminated on February 19, 2005, and it initiated a follow-on offering immediately after the termination of its initial offering. The first follow-on offering was terminated on October 20, 2006, and following the termination of that offering, it initiated a second follow-on offering. The second follow-on offering was terminated on December 31, 2008. Behringer Harvard REIT I currently is offering up to 60,000,000 shares of common stock at a price of $9.50 per share pursuant to its distribution reinvestment plan. Behringer Harvard REIT I has stated that it targets a liquidity event by the twelfth anniversary of the termination of its initial public offering.
· Behringer Harvard Opportunity REIT I, Inc. — The primary offering component of the initial public offering for this program terminated on December 28, 2007; the distribution reinvestment plan component of that public offering previously had terminated on November 16, 2007. Behringer Harvard Opportunity REIT I currently is offering up to 6,315,790 shares of common stock at a price of $8.17 per share pursuant to its distribution reinvestment plan. Behringer Harvard Opportunity REIT I has stated that it targets a liquidity event by the sixth anniversary of the termination of the primary offering.
· Behringer Harvard Multifamily REIT I, Inc. — This program is currently conducting its initial public offering for the offer and sale of up to 200,000,000 shares of common stock at $10.00 per share in its primary offering, plus an additional 50,000,000 shares of common stock at $9.50 per share pursuant to its distribution reinvestment plan. Behringer Harvard Multifamily REIT I commenced its public offering on September 5, 2008. Behringer Harvard Multifamily REIT I has stated that it targets a liquidity event by the sixth anniversary of the termination of its primary offering.
· Behringer Harvard REIT II, Inc. — This program has filed with the SEC a registration statement in connection with its proposed initial public offering, under which it intends to offer and sell up to 200,000,000 shares of common stock at $10.00 per share in its primary offering, plus an additional 50,000,000 shares of common stock at $9.50 per share pursuant to its distribution reinvestment plan. Behringer Harvard REIT II has stated that it targets a liquidity event by the eighth anniversary of the termination of its proposed primary offering.
· Behringer Harvard Short-Term Opportunity Fund I LP — The initial public offering for this program terminated on February 19, 2005. Behringer Harvard Short-Term Opportunity Fund has stated that it targets a liquidity event by the fifth anniversary of the termination of its initial public offering.
· Behringer Harvard Mid-Term Value Enhancement Fund I LP — The initial public offering for this program terminated on February 19, 2005. Behringer Harvard Mid-Term Value Enhancement Fund I has stated that it targets a liquidity event by the eighth anniversary of the termination of its initial public offering.
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As of December 31, 2008, Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Multifamily REIT I, Behringer Harvard Short-Term Opportunity Fund I, and Behringer Harvard Mid-Term Value Enhancement Fund I had raised approximately $3.6 billion of gross offering proceeds from approximately 101,000 investors. With a combination of net offering proceeds and debt, as of December 31, 2008, Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I had invested approximately $6.3 billion (including acquisition and development costs) in 138 properties and invested approximately $57.3 million in development or mezzanine loans.
Following is a table showing the breakdown by property type of the aggregate amount of acquisition and development costs of the 138 properties purchased by Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I as of December 31, 2008:
Type of Property | | New | | Used | | Construction | |
Office | | — | | 92.6 | % | — | |
Industrial | | — | | — | | — | |
Development Property | | 0.5 | % | — | | 1.8 | % |
Hospitality and Leisure | | — | | 5.1 | % | — | |
The following is a breakdown of the aggregate amount of acquisition and development costs of the properties purchased by Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I as of December 31, 2008, by 100% fee ownership interests, ownership of tenant-in-common interests and ownership of joint venture interests:
Fund | | 100%
Owned | | Tenant-in-
Common
Interests | | Joint Ventures | |
Behringer Harvard REIT I | | 92.4 | % | 0.7 | % | 6.9 | % |
Behringer Harvard Opportunity REIT I | | 44.2 | % | — | | 55.8 | % |
Behringer Harvard Short-Term Opportunity Fund I | | 63.5 | % | — | | 36.5 | % |
Behringer Harvard Mid-Term Value Enhancement Fund I | | 100.0 | % | — | | — | |
The following is a breakdown of the aggregate amount of acquisition and development costs of the properties purchased by these four public programs as of December 31, 2008, by property type:
Fund | | Office | | Development | | Hospitality
and Leisure | |
Behringer Harvard REIT I | | 99.8 | % | 0.2 | % | — | |
Behringer Harvard Opportunity REIT I | | 52.0 | % | 13.9 | % | 34.1 | %* |
Behringer Harvard Short-Term Opportunity Fund I | | 56.1 | % | 14.4 | % | 29.5 | %* |
Behringer Harvard Mid-Term Value Enhancement Fund I | | 100.0 | % | — | | — | |
*Includes hospitality properties that also have rentable office space, retail shops, and condominium units.
Based on the aggregate amount of acquisition and development costs, as of December 31, 2008, the diversification of these 138 properties by geographic region is as follows: 0.4% in Alabama, 0.2% in Arizona, 4.8% in California, 1.7% in Colorado, 2.2% in Florida, 4.9% in Georgia, 18.9% in Illinois, 0.5% in Kansas, 2.8% in Kentucky, 1.6% in Louisiana, 2.6% in Maryland, 2.2% in Massachusetts, 3.5% in Minnesota, 3.1% in Missouri, 0.5% in New Hampshire, 2.0% in New Jersey, 0.9% in New York, 1.7% in Nevada, 3.3% in North Carolina, 2.8% in Ohio, 0.4% in Oregon, 7.3% in Pennsylvania, 2.6% in Tennessee, 24.5% in Texas, 0.1% in Virginia, 3.2% in Washington, D.C., 0.9% in Europe, and 0.4% in the Bahamas.
Historically, the public programs sponsored by affiliates of our advisor have experienced losses during the first several quarters of operations. Many of these losses can be attributed to initial start-up costs and a lack of
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revenue-producing activity prior to the programs’ initial property investments. Losses also may reflect the delay between the date a property investment is made and the period when revenues from such property investment begin to accrue. Furthermore, only Behringer Harvard REIT I, Behringer Harvard Short-Term Opportunity Fund I, and Behringer Harvard Mid-Term Value Enhancement Fund I have sold properties, as described in Table V, as of December 31, 2008, and thus, any appreciation or depreciation of the properties is not reflected in the net income of the programs.
In addition, cash flows from the operations of Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Multifamily REIT I, Behringer Harvard Mid-Term Value Enhancement Fund I and Behringer Harvard Short-Term Opportunity Fund I have been insufficient in certain years to fund the distributions paid to their respective investors. Distributions that constituted a return of capital have reduced the funds available to these public programs for the acquisition of properties, which could reduce the overall return of investors.
In fiscal years 2008, 2007, and 2006, Behringer Harvard REIT I declared cash distributions aggregating approximately $153.8 million, $114.5 million, and $62.9 million, respectively, to its common stockholders. Of these amounts, approximately $111.9 million, $108.5 million, and $59.9 million, in fiscal years 2008, 2007 and 2006, respectively, was paid using funds from operations. The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor, and proceeds from loans including those secured by its assets.
In fiscal years 2008, 2007, and 2006, Behringer Harvard Opportunity REIT I declared cash distributions aggregating approximately $16.4 million, $11.0 million and $1.1 million, respectively, to its stockholders. Of these amounts, approximately $8.7 million of distributions made in fiscal year 2007 and all distributions made in fiscal year 2006 were paid using funds from operations. The remaining portion for 2007 and all of the distributions for 2008 were paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor and proceeds from loans including those secured by its assets.
In fiscal years 2008, 2007, and 2006, Behringer Harvard Mid-Term Value Enhancement Fund I declared cash distributions aggregating approximately $2.6 million, $2.6 million, and $2.6 million, respectively, to its stockholders. Of these amounts, approximately $1.6 million, $2.3 million, and $2.4 million, in fiscal years 2008, 2007, and 2006, respectively, was paid using funds from operations. The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds and cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor.
In fiscal years 2008, 2007, and 2006, Behringer Harvard Short-Term Opportunity Fund I declared cash distributions aggregating approximately $3.1 million, $3.1 million, and $8.2 million, respectively, to its stockholders. Of these amounts, approximately $3.8 million of distributions made in fiscal year 2006 were paid using funds from operations. The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses and waiver of fees from, its advisor, and proceeds from loans including those secured by its assets.
In fiscal years 2008 and 2007, Behringer Harvard Multifamily REIT I declared distributions aggregating approximately $6.4 million and $0.9 million, respectively, to its stockholders. Of these amounts, approximately $3.7 million and $0.3 million in fiscal years 2008 and 2007, respectively, were paid using funds from operations. The remaining portion for 2008 and 2007 were paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor and proceeds from loans including those secured by its assets.
Upon request, prospective investors may obtain from us without charge copies of public offering materials and any public reports prepared in connection with any of the Behringer Harvard-sponsored public programs, including a copy of the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. For a reasonable fee, we also will furnish upon request copies of the exhibits to any such Form 10-K. Any such request should be directed to our corporate secretary. Many of the public offering materials and reports
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prepared in connection with the Behringer Harvard-sponsored public programs are also available on the Behringer Harvard website at www.behringerharvard.com. Neither the contents of that website nor any of the materials or reports relating to other Behringer Harvard-sponsored public programs are incorporated by reference in or otherwise a part of this Form 8-K/A. In addition, the Securities and Exchange Commission maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.
Private Programs
As of December 31, 2008, the private programs sponsored by affiliates of our advisor include 28 single-asset real estate limited partnerships, nine tenant-in-common offerings, two private REITs, and two private multi-asset real estate limited partnerships. These 41 private programs had raised approximately $520 million of gross offering proceeds from approximately 3500 investors as of December 31, 2008. See Tables I and II of the Prior Performance Tables contained herein for more detailed information about the experience of the affiliates of our advisor in raising and investing funds for the private offerings closed during the last three years and compensation paid to the sponsors of these programs.
With a combination of debt and offering proceeds, as of December 31, 2008, these private programs invested approximately $1.0 billion (including acquisition and development costs) in 83 real estate investments. Based on the aggregate amount of acquisition and development costs of these investments, approximately 81.9% was spent on existing or used properties, approximately 14.5% was spent on construction properties, and approximately 3.6% was spent on acquiring or developing land. Also based the aggregate amount of acquisition and development costs of these investments, approximately 59.3% was spent on the acquisition or development of office buildings, approximately 18.2% was spent on the acquisition or development of multifamily residential properties, approximately 21.6% was spent on the acquisition or development of hospitality and leisure properties, approximately 0.6% was spent on the acquisition or development of retail centers and approximately 0.3% was spent on the acquisition or development of storage facilities.
The following table shows a breakdown by percentage of the aggregate amount of the acquisition and development costs of the properties purchased by the private real estate programs as of December 31, 2008:
Type of Property | | New | | Used | | Construction | |
Office | | — | | 98.7 | % | 1.3 | % |
Multifamily Residential | | 3.9 | % | 40.7 | % | 55.4 | % |
Hospitality and Leisure | | — | | 97.9 | % | 2.1 | % |
Retail | | — | | 100.0 | % | — | |
Land | | — | | 100.0 | % | — | |
Storage Facilities | | — | | 100.0 | % | — | |
As a percentage of acquisition and development costs, the diversification of these 83 real estate investments by geographic area is as follows: 5.3% in Arkansas, 4.5% in California, 5.8% in Colorado, 10.8% in Florida, 0.6% in Georgia, 7.2% in Maryland, 11.2% in Minnesota, 3.4% in Missouri, 4.6% in Nevada, 33.2% in Texas, 2.5% in Virginia, 4.9% in Washington, D.C., 0.5% in the U.S. Virgin Islands and 5.5% in other international locations.
During the three years ended December 31, 2008, these private programs invested approximately $376 million (including acquisition and development costs) in 22 real estate investments. Based on the aggregate amount of acquisition and development costs, of these 22 real estate investments approximately 12.0% were in office properties, approximately 42.0% were in multifamily residential properties and approximately 46.0% were in hospitality and leisure properties. Also based on the aggregate amount of acquisition and development costs, during the three years ending December 31, 2008 the diversification of the properties by geographic region is as follows: 12.5% in California, 2.8% in Colorado, 26.9% in Florida, 1.7% in Georgia, 2.9% in Maryland, 12.7% in Nevada, 18.4% in Texas, 7.0% in Virginia, and 15.1% in other international locations. These properties were financed with a combination of debt and offering proceeds.
These programs have sold 39 of the 83 real estate investments they had purchased as of December 31, 2008, or approximately 47.0% of such real estate investments. The original purchase price of the properties sold was approximately $224 million, and the aggregate sales price of such properties was approximately $263 million. See Tables III, IV and V of the Prior Performance Tables contained herein for more detailed information as to the
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operating results of such programs whose offerings closed since January 1, 2004, results of such programs that have completed their operations since January 1, 2004 and the sales or other disposals of properties with investment objectives similar to ours since January 1, 2006.
As of December 31, 2008, the percentage of these programs with investment objectives similar to ours is approximately 93.6%. These 19 private programs with similar investment objectives invested approximately $974 million (including acquisition and development costs) in investments in 60 properties. Based on the aggregate amount of acquisition and development costs, of these 60 real estate investments approximately 63.4% were office real estate investments (42 properties), approximately 18.5% were multifamily residential real estate investments (15 properties), approximately 17.7% were hospitality and leisure real estate investments (2 properties), and approximately 0.4% was a retail property. The aggregate acquisition and development cost of these investments was approximately $974 million, of which $552 million was purchase mortgage financing used to acquire them. Also based on the aggregate amount of acquisition and development costs, as of December 31, 2008, the diversification of the properties by geographic region is as follows: 5.7% in Arkansas, 4.8% in California, 6.2% in Colorado, 10.4% in Florida, 0.7% in Georgia, 7.7% in Maryland, 11.9% in Minnesota, 3.7% in Missouri, 4.9% in Nevada, 30.3% in Texas, 2.7% in Virginia, 5.2% in Washington, D.C. and 5.8% in other international locations. These investments had an aggregate of approximately 4.7 million square feet of gross leasable space. For more detailed information regarding acquisitions of properties by such programs since January 1, 2006, see Table VI of the Prior Performance Tables contained herein.
In addition to the foregoing, from time to time, programs sponsored by us or affiliates of our advisor may conduct other private offerings of securities.
Real Estate Market
Certain prior programs sponsored by affiliates of our advisor have been adversely affected by the cyclical nature of the real estate market. They have experienced decreases in net income when economic conditions declined. BRP (Renner Plaza), LP experienced a bankruptcy of its single tenant, which in turn forced the lender to foreclose its loan and acquire the building in April 2006. However, Behringer Harvard Holdings paid supplemental returns to the investors in this program so that none lost money. See Prior Performance Tables IV (Results of Completed Programs) and V (Results of Sales or Disposals of Property) contained herein for further information regarding BRP (Renner Plaza), LP. Additionally, certain Behringer Harvard-sponsored tenant-in-common programs (including Behringer Harvard Colorado Building S, LLC, Behringer Harvard Travis Tower S LP, Behringer Harvard Pratt S, LLC, and Behringer Harvard Alamo Plaza S, LLC, each of which has Behringer Harvard REIT I as its largest tenant-in-common investor) acquired tenant-in-common interests in certain commercial office properties with the expectation that the near-term occupancy levels would improve to a level sufficient to meet the initial targeted return for the respective properties. The increase in occupancy rates in the submarkets where these properties are located, and the leasing increases at those properties, have been slower than anticipated. Although these real estate investments all are providing positive returns and these properties continue to seek increased occupancy, the slower growth in occupancy levels in the near term has resulted in lower current income and lower current distributions generated by these investments than were anticipated. In certain instances, Behringer Harvard Holdings, the sponsor of these programs, or its affiliates, has agreed to make certain accommodations to benefit the owners of these properties, including leases for vacant space and the deferral of asset management fees otherwise payable to the sponsor or its affiliates. See Prior Performance Tables I (Experience in Raising and Investing Funds), II (Compensation to Sponsor) and III (Annual Operating Results of Prior Real Estate Programs) contained herein for further information regarding these tenant-in-common programs. Our business may be affected by similar conditions.
No assurance can be made that our program or other Behringer Harvard-sponsored programs will ultimately be successful in meeting their investment objectives.
Adverse Business Developments
The credit crisis and resulting real estate market disruptions have decreased the liquidity of certain real estate programs sponsored by our sponsor. Credit from third parties is more difficult to obtain in this environment, and, as a result, two of our sponsor’s private programs and one public program have turned to our sponsor for unsecured credit facilities. The amount drawn under each such credit facility is material to each of the respective programs. Although the terms of these facilities compare favorably to those available from third parties, reliance on our sponsor for credit may decrease a program’s liquidity as compared to reliance on large lenders in light of the
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financial wherewithal of the respective lenders. In addition, the market disruptions appear to have led to a greater volume of redemption requests, and honoring these requests has further decreased the liquidity of certain real estate programs sponsored by our sponsor. In order to improve their liquidity, two of our sponsor’s public programs (Behringer Harvard REIT I, Inc. and Behringer Harvard Opportunity REIT I, Inc.) have suspended redemptions other than redemptions upon death, disability or need for long-term care.
Pending Litigation
One of the tenant-in-common programs, Behringer Harvard Beau Terre S, LLC, is currently underperforming relative to projections, which were based on certain seller representations regarding operating expenses and revenues for Beau Terre Office Park that Behringer Harvard Holdings believes to be false. The private placement offering of tenant-in-common interests in Behringer Harvard Beau Terre S, LLC commenced on May 12, 2004 and was completed on August 18, 2004. Behringer Harvard Beau Terre S, LLC raised total gross offering proceeds of approximately $17.6 million from the sale of 28 tenant-in-common interests. Behringer Harvard Holdings relied on seller representations and third-party due diligence, which included independent appraisals, regarding revenues related to the Beau Terre Office Park and has since learned that certain leases were fraudulent and a building had not been built. When acquired in June 2004, Behringer Harvard Holdings projected an annualized yield to investors of 8.86%, 8.74%, 8.68%, and 7.68% for the years ended December 31, 2005, 2006, 2007, and 2008, respectively. In December 2005, Behringer Harvard Holdings completed a settlement with investors in the Beau Terre Office Park tenant-in-common program to support these projected returns. Under the terms of the settlement, Behringer Harvard Holdings agreed to, among other things, increase the lease payments under certain leases at the property, replace the existing property manager, build a new office building on an undeveloped lot at that property and pay $1.25 million. In connection with the settlement with investors, Behringer Harvard Holdings revised its projections to 6.92% and 5.62% for the years ended December 31, 2007 and 2008, respectively. Further, the investors approved the 2007 budget with an annualized yield to investors of 1.64%. Actual results for December 31, 2007 and 2008 were 2.25% and 2.31%, respectively.
As a result of the lower than anticipated performance of this asset, Behringer Harvard Holdings allowed the property management agreement with the on-site property manager to expire according to its terms. The on-site property manager was replaced with Trammell Crow Company beginning in January 2006, which was replaced by Colliers Dickson Flake Partners in April 2007. The former on-site property manager, an agent of the seller, filed a lawsuit against Behringer Harvard Holdings in Dallas, Texas alleging breach of contract, among other things. Behringer Harvard Holdings believes that the lawsuit lacks merit and is actively defending those claims and pursuing its own claims against the seller and others. In November 2007, Behringer Harvard Holdings and the investors completed a settlement with the seller and its agent. In June 2008, Behringer Harvard Holdings and the investors completed a settlement with the appraiser and its successor in interest. Also in June 2008, the investors dismissed all of their remaining causes of action against the remaining parties and are no longer parties to the lawsuit. As of the date of this Form 8-K/A, this lawsuit between Behringer Harvard Holdings and the former on-site property manager and its affiliates is ongoing and is in the discovery phase.
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PRIOR PERFORMANCE TABLES
The following Prior Performance Tables (the “Tables”) provide information relating to closed or completed real estate investment programs (the “Prior Real Estate Programs”) sponsored by Robert M. Behringer and his affiliates, who control our advisor. Each of the Prior Real Estate Programs presented has investment objectives similar or identical to Behringer Harvard Opportunity REIT II and was formed for the purpose of investing in commercial real estate similar to the type in which Behringer Harvard Opportunity REIT II invests.
Prospective investors should read these Tables carefully together with the summary information concerning the Prior Real Estate Programs as set forth in the “Prior Performance Summary” contained herein.
Investors in Behringer Harvard Opportunity REIT II will not own any interest in any Prior Real Estate Program and should not assume that they will experience returns, if any, comparable to those experienced by investors in the Prior Real Estate Programs.
Our advisor is responsible for the acquisition, operation, maintenance and resale of the real estate properties. Mr. Behringer controls our advisor and was a general partner and/or chief executive officer of the Prior Real Estate Programs and related companies. The financial results of the Prior Real Estate Programs thus provide an indication of Prior Real Estate Programs for which Mr. Behringer was ultimately responsible and the performance of these programs during the periods covered. However, general economic conditions affecting the real estate industry and other factors contribute significantly to financial results.
The following tables are included herein:
Table I - Experience in Raising and Investing Funds (As a Percentage of Investment)
Table II - Compensation to Sponsor (in Dollars)
Table III - Annual Operating Results of Prior Real Estate Programs
Table IV - Results of Completed Programs
Table V - Results of Sales or Disposals of Property
Table VI — Acquisitions of Properties by Programs
The following are definitions of certain terms used in the Tables:
“Acquisition Fees” means fees and commissions paid by a Prior Real Estate Program in connection with its purchase or development of a property, except development fees paid to a person not affiliated with the Prior Real Estate Program or with a general partner or advisor of the Prior Real Estate Program in connection with the actual development of a project after acquisition of land by the Prior Real Estate Program.
“Organization Expenses” include legal fees, accounting fees, securities filing fees, printing and reproduction expenses and fees paid to the sponsor in connection with the planning and formation of the Prior Real Estate Program.
“Underwriting Fees” include selling commissions and wholesaling fees paid to broker-dealers for services provided by the broker-dealers during the offering.
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TABLE I
(UNAUDITED)
EXPERIENCE IN RAISING AND INVESTING FUNDS
This Table sets forth a summary of the experience of the sponsors of Prior Real Estate Programs that have closed offerings since January 1, 2006 and that have similar or identical investment objectives to Behringer Harvard Opportunity REIT II. Information is provided with regard to the manner in which the proceeds of the offerings have been applied. Also set forth is information pertaining to the timing and length of these offerings and the time period over which the proceeds have been invested in the properties. All figures are as of December 31, 2008.
| | Behringer Harvard
REIT I, Inc. –
First Follow-on
Offering(1) | | | | Behringer Harvard
REIT I, Inc. –
Second Follow-on
Offering(2) | | | | Behringer Harvard
Opportunity REIT I, Inc. | | | |
| | | | | | | | | | | | | |
Dollar amount offered | | $ | 952,000,000 | | | | $ | 2,475,000,000 | | | | $ | 601,870,650 | | | |
Dollar amount raised | | 828,826,059 | | 87.1 | % | 1,890,550,131 | | 76.4 | % | 552,006,913 | | 91.7 | % |
| | | | | | | | | | | | | |
Less offering expenses: | | | | | | | | | | | | | |
Selling commissions and discounts | | 70,296,243 | | 8.5 | % | 163,215,937 | | 8.6 | % | 46,217,996 | | 8.4 | % |
Organizational and offering expenses | | 16,380,897 | | 2.0 | % | 26,115,012 | | 1.4 | % | 11,786,023 | | 2.1 | % |
Marketing expenses | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % |
Reserve for operations | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % |
Other | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % |
| | | | | | | | | | | | | |
Amount available for investment | | $ | 742,148,919 | | 89.5 | % | $ | 1,701,219,182 | | 90.0 | % | $ | 494,002,894 | | 89.5 | % |
| | | | | | | | | | | | | |
Acquisition costs: | | | | | | | | | | | | | |
Cash invested | | $ | 667,436,558 | | 31.3 | % | $ | 1,310,656,356 | | 47.0 | % | $ | 438,085,482 | | 48.3 | % |
Acquisition fees(3) | | 58,610,093 | | 2.7 | % | 79,960,190 | | 2.9 | % | 27,107,001 | | 3.0 | % |
Loan costs | | 16,102,268 | | 0.8 | % | 18,051,925 | | 0.6 | % | 11,256,724 | | 1.2 | % |
Proceeds from mortgage financing | | 1,392,529,566 | | 65.2 | % | 1,378,276,492 | | 49.5 | % | 430,728,903 | | 47.5 | % |
| | | | | | | | | | | | | |
Total acquisition costs(4) | | $ | 2,134,678,485 | | | | $ | 2,786,944,963 | | | | $ | 907,178,110 | | | |
| | | | | | | | | | | | | |
Percent leveraged | | 65.2 | % | | | 49.5 | % | | | 47.5 | % | | |
| | | | | | | | | | | | | |
Date offering began | | 02/11/05 | | | | 10/06/06 | | | | 09/20/05 | | | |
| | | | | | | | | | | | | |
Length of offering (in months) | | 20 | | | | 25 | | | | 27 | | | |
| | | | | | | | | | | | | |
Months to invest 90% of amount available for investment (measured from date of offering) | | 22 | | | | — | | | | — | | | |
9
| | Behringer Harvard
Strategic Opportunity
Fund I LP | | | | Behringer Harvard
Strategic Opportunity
Fund II LP | | | | Behringer Harvard
Multifamily REIT I, Inc.-
Private Offering (5) | | | |
| | | | | | | | | | | | | |
Dollar amount offered | | $ | 80,000,000 | | | | $ | 150,000,000 | | | | $ | 400,000,000 | | | |
Dollar amount raised | | 64,415,125 | | 80.5 | % | 62,222,751 | | 41.5 | % | 127,307,057 | | 31.8 | % |
| | | | | | | | | | | | | |
Less offering expenses: | | | | | | | | | | | | | |
Selling commissions and discounts | | 5,575,595 | | 8.7 | % | 4,752,232 | | 7.6 | % | 11,107,720 | | 8.7 | % |
Organizational and offering expenses | | 1,043,567 | | 1.6 | % | 1,246,455 | | 2.0 | % | 1,909,606 | | 1.5 | % |
Marketing expenses | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % |
Reserve for operations | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % |
Other | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % |
| | | | | | | | | | | | | |
Amount available for investment | | $ | 57,795,963 | | 89.7 | % | $ | 56,224,064 | | 90.4 | % | $ | 114,289,731 | | 89.8 | % |
| | | | | | | | | | | | | |
Acquisition costs: | | | | | | | | | | | | | |
Cash invested | | $ | 47,261,076 | | 33.8 | % | $ | 48,484,305 | | 28.8 | % | $ | 92,553,100 | | 94.5 | % |
Acquisition fees(3) | | 5,806,695 | | 4.2 | % | 3,982,327 | | 2.4 | % | 4,409,909 | | 4.5 | % |
Loan costs | | 2,279,993 | | 1.6 | % | 1,417,661 | | 0.8 | % | 925,000 | | 0.9 | % |
Proceeds from mortgage financing | | 84,369,668 | | 60.4 | % | 114,563,626 | | 68.0 | % | — | | 0.0 | % |
| | | | | | | | | | | | | |
Total acquisition costs(4) | | $ | 139,717,432 | | | | $ | 168,447,919 | | | | $ | 97,888,009 | | | |
| | | | | | | | | | | | | |
Percent leveraged | | 60.4 | % | | | 68.0 | % | | | 0.0 | % | | |
| | | | | | | | | | | | | |
Date offering began | | 01/20/05 | | | | 02/13/06 | | | | 11/22/06 | | | |
| | | | | | | | | | | | | |
Length of offering (in months) | | 14 | | | | 19 | | | | 13 | | | |
| | | | | | | | | | | | | |
Months to invest 90% of amount available for investment (measured from date of offering) | | 15 | | | | — | | | | — | | | |
(1) The information provided for Behringer Harvard REIT I, Inc. – First Follow-on Offering references only that company’s first follow-on public offering.
(2) The information provided for Behringer Harvard REIT I, Inc. – Second Follow-on Offering references only that company’s second follow-on public offering. Behringer Harvard REIT I, Inc. terminated the “best efforts” portion of the Second Follow-on Offering effective as of the close of business on December 31, 2008 and the distribution reinvestment plan portion of the Second Follow-on Offering effective as of the close of business on January 3, 2009. Includes amounts sold on January 3, 2009 pursuant to the company’s distribution reinvestment plan.
(3) Acquisition fees include finders fees and due diligence reimbursements paid to affiliates of the advisors or general partners.
(4) Total acquisition costs include cash invested, acquisition fees and loan costs as well as the proceeds from mortgage financing.
(5) The information provided for Behringer Harvard Multifamily REIT I, Inc. relates to that company’s private offering, which terminated on December 28, 2007. Behringer Harvard Multifamily REIT I, Inc. is currently offering $2.475 billion of its common stock pursuant to its initial public offering which commenced on September 5, 2008.
10
TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR
This Table sets forth the compensation received by affiliates of Behringer Harvard Opportunity Advisors II LP, including compensation paid out of offering proceeds and compensation paid in connection with the ongoing operations, for Prior Real Estate Programs that have closed offerings since January 1, 2006 and that have similar or identical investment objectives to Behringer Harvard Opportunity REIT II. All figures are as of December 31, 2008.
| | Behringer
Harvard
REIT I, Inc. –
First Follow-on Offering | | Behringer Harvard
REIT I, Inc. –
Second Follow-on
Offering(1) | | Behringer
Harvard
Opportunity
REIT I, Inc. | | Behringer Harvard
Strategic
Opportunity
Fund I LP | | Behringer Harvard
Strategic
Opportunity
Fund II LP | | Behringer Harvard
Multifamily
REIT I, Inc. –
Private Offering(2) | |
| | | | | | | | | | | | | |
Date offering commenced | | 02/11/05 | | 10/06/06 | | 09/20/05 | | 01/20/05 | | 02/13/06 | | 11/22/06 | |
| | | | | | | | | | | | | |
Dollar amount raised | | $ | 828,826,059 | | $ | 1,890,550,131 | | $ | 552,006,913 | | $ | 64,415,125 | | $ | 62,222,751 | | $ | 127,307,057 | |
| | | | | | | | | | | | | |
Amount paid to sponsor from proceeds of offering: | | | | | | | | | | | | | |
Underwriting fees(3) | | 7,062,503 | | 23,890,745 | | 4,528,921 | | 946,423 | | 734,847 | | 2,261,060 | |
Acquisition fees: | | | | | | | | | | | | | |
Real estate commissions | | — | | — | | — | | — | | — | | — | |
Broker-dealer fees | | — | | — | | — | | — | | — | | — | |
Other fees(4) | | 58,610,093 | | 79,960,190 | | 27,107,001 | | 5,806,695 | | 3,982,327 | | 4,409,909 | |
Total amount paid to sponsor | | $ | 65,672,596 | | $ | 103,850,935 | | $ | 31,635,922 | | $ | 6,753,118 | | $ | 4,717,174 | | $ | 6,670,969 | |
| | | | | | | | | | | | | |
Dollar amount of cash generated from (used in) operations before deducting payments to sponsor | | $ | 270,634,458 | | $ | 270,634,458 | | $ | (28,327,761 | ) | $ | (10,552,196 | ) | $ | (6,636,226 | ) | $ | 3,730,795 | |
| | | | | | | | | | | | | |
Amount paid to sponsor from operations(5): | | | | | | | | | | | | | |
Property management fees | | 31,974,135 | | 31,974,135 | | 2,561,935 | | — | | — | | — | |
Partnership management fees | | 48,476,269 | | 48,476,269 | | 7,120,765 | | 2,099,006 | | 1,977,845 | | 1,102,048 | |
Reimbursements | | — | | — | | — | | — | | — | | — | |
Leasing commissions | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | |
Dollar amount of property sales and refinancing before deducting payments to sponsor: | | | | | | | | | | | | | |
Cash | | — | | 75,526,511 | | — | | 10,000,000 | | 21,800,184 | | — | |
Other | | — | | 28,408,556 | | — | | — | | — | | — | |
| | | | | | | | | | | | | |
Amount paid to sponsor from property sales and refinancing: | | | | | | | | | | | | | |
Real estate commissions | | — | | — | | — | | — | | — | | — | |
Financing fees | | — | | — | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | | — | | — | |
(1) Behringer Harvard REIT I, Inc. terminated the “best efforts” portion of the Second Follow-on Offering effective as of the close of business on December 31, 2008 and the distribution reinvestment plan portion of the Second Follow-on Offering effective as of the close of business on January 3, 2009. Includes amounts sold on January 3, 2009 pursuant to the company’s distribution reinvestment plan.
(2) The information provided for Behringer Harvard Multifamily REIT I, Inc. relates to that company’s private offering, which terminated on December 28, 2007. Behringer Harvard Multifamily REIT I, Inc. is currently offering $2.475 billion of its common stock pursuant to its initial public offering which commenced on September 5, 2008.
(3) “Underwriting fees” consist of dealer-manager fees received by an affiliate of the sponsor less any amounts reallowed to participating broker-dealers.
(4) “Other fees” are acquisition fees, which include finders fees and due diligence reimbursements paid to affiliates of the advisors or general partners.
(5) An affiliate of the sponsor provides management services for certain properties acquired in the respective programs. Management fees have not exceeded 4.5% of the gross receipts from the properties managed.
11
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS
This Table sets forth the annual operating results of Prior Real Estate Programs that have closed offerings since January 1, 2004 and that have similar or identical investment objectives to Behringer Harvard Opportunity REIT II. All results are through December 31, 2008.
Behringer Harvard REIT I, Inc.
| | 2004 | | 2005(1) | | 2006 (1) | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 129,981 | | $ | 31,056,714 | | $ | 161,306,497 | | $ | 314,220,575 | | $ | 605,433,359 | |
Equity in earnings of investments in tenant-in-common interests | | 1,402,847 | | 3,114,599 | | 4,803,590 | | 5,117,040 | | 1,330,819 | |
Interest income | | 389,737 | | 2,665,006 | | 4,962,720 | | 25,540,692 | | 7,026,644 | |
Gain on sale of assets | | — | | — | | — | | 43,812 | | 5,252,812 | |
Gain on early extinguishment of debt | | — | | — | | — | | — | | 1,257,848 | |
Income (Loss) from discontinued operations | | — | | — | | — | | — | | 13,633,728 | |
| | | | | | | | | | | |
Less: Operating expenses | | 764,823 | | 9,775,993 | | 57,692,604 | | 118,543,371 | | 251,357,490 | |
Interest expense | | 1,689,994 | | 13,136,655 | | 50,876,700 | | 100,728,701 | | 191,327,680 | |
Property and asset management fees | | 295,111 | | 3,358,959 | | 10,046,091 | | 22,849,834 | | 45,240,718 | |
General and administrative | | 711,603 | | 1,254,381 | | 1,614,745 | | 2,969,033 | | 7,334,099 | |
Asset impairment losses | | — | | — | | — | | — | | 21,113,589 | |
Depreciation and amortization | | — | | 15,033,072 | | 73,275,009 | | 141,462,443 | | 278,213,262 | |
Minority Interest | | — | | — | | — | | — | | (231,337 | ) |
Net income – GAAP basis | | $ | (1,538,966 | ) | $ | (5,722,741 | ) | $ | (22,432,342 | ) | $ | (41,631,263 | ) | $ | (160,420,291 | ) |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | (827,126 | ) | (3,475,249 | ) | (8,782,949 | ) | (12,874,294 | ) | (40,749,782 | )(2) |
- from gain on sale | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated from operations | | (331,599 | ) | 9,038,885 | | 49,178,016 | | 63,794,244 | | 68,484,262 | |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | (331,599 | ) | $ | 9,038,885 | | $ | 49,178,016 | | $ | 63,794,244 | | $ | 68,484,262 | |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 153,552 | | 3,176,757 | | 6,987,108 | | 9,676,388 | | — | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other(3) | | 1,611,415 | | 8,168,802 | | 23,325,723 | | 45,617,256 | | 70,454,349 | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | (2,096,566 | ) | $ | (2,306,674 | ) | $ | 18,865,185 | | $ | 8,500,600 | | $ | (1,970,087 | ) |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Issuance of common stock | | 106,851,838 | | 427,687,842 | | 454,838,168 | | 692,662,878 | | 638,915,322 | |
Acquisition of land and buildings | | (81,957,536 | ) | (320,969,585 | ) | (480,621,662 | ) | (735,918,044 | ) | (388,095,875 | ) |
Increase in other assets | | (2,936,151 | ) | 1,892,146 | | 548,458 | | 4,753,401 | | (6,338,548 | ) |
Other(4) | | 1,058,702 | | (3,628,562 | ) | 2,576,000 | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 20,920,287 | | $ | 102,675,167 | | $ | (3,793,851 | ) | $ | (30,001,165 | ) | $ | 242,510,812 | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | (7 | ) | (6 | ) | (8 | ) | (7 | ) | (16 | ) |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 1 | | 5 | | 7 | | 5 | | — | |
- from return of capital | | 14 | | 14 | | 21 | | 25 | | 27 | |
Total distributions on GAAP basis | | $ | 15 | | $ | 19 | | $ | 28 | | $ | 30 | | $ | 27 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 1 | | 5 | | 7 | | 5 | | — | |
- from sales | | — | | — | | — | | — | | — | |
- from return of capital | | 14 | | 14 | | 21 | | 25 | | 27 | |
Total distributions on cash basis | | $ | 15 | | $ | 19 | | $ | 28 | | $ | 30 | | $ | 27 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100.0 | % |
(1) Includes all amounts for 2005 and 2006, most of which may be attributed to Behringer Harvard REIT I, Inc.’s first follow-on offering.
(2) Subject to adjustment based on final 2008 tax return.
(3) Includes offering proceeds and borrowings.
(4) Includes financing costs, redemptions of shares, change in receivables from or payables to affiliates and deposits on properties to be acquired.
12
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Opportunity REIT I, Inc.
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | — | | $ | — | | $ | 4,660,664 | | $ | 35,227,624 | | $ | 73,387,185 | |
Equity in income of joint ventures | | — | | — | | — | | (1,201,219 | ) | (2,861,652 | ) |
Interest income | | 313 | | 55,930 | | 2,748,918 | | 3,779,424 | | 3,537,523 | |
Loss on debt extinguishment | | — | | — | | — | | (2,455,058 | ) | — | |
| | | | | | | | | | | |
Less: Operating expenses | | — | | — | | 1,987,606 | | 16,939,932 | | 44,250,484 | |
Interest expense | | — | | — | | 560,018 | | 4,805,467 | | 17,438,061 | |
Property and asset management fees | | — | | — | | 355,527 | | 3,231,994 | | 7,095,054 | |
General and administrative | | — | | 159,163 | | 855,494 | | 1,562,161 | | 4,934,858 | |
Impairment Charge | | — | | — | | — | | — | | 19,413,313 | |
Depreciation and amortization | | — | | — | | 1,351,054 | | 13,069,023 | | 25,660,996 | |
Minority Interest | | — | | — | | (90,935 | ) | (401,218 | ) | (10,028,342 | ) |
Net income – GAAP basis | | $ | 313 | | $ | (103,233 | ) | $ | 2,390,818 | | $ | (3,856,588 | ) | $ | (34,701,368 | ) |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | 313 | | (98,734 | ) | — | | (3,619,099 | ) | (9,783,355 | )(1) |
- from gain on sale | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated from operations | | 313 | | (100,537 | ) | 3,927,562 | | (12,566,090 | ) | (29,283,099 | ) |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 313 | | $ | (100,537 | ) | $ | 3,927,562 | | $ | (12,566,090 | ) | $ | (29,283,099 | ) |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | — | | — | | 247,632 | | — | | — | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other(2) | | — | | — | | — | | 3,438,506 | | 4,005,905 | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 313 | | $ | (100,537 | ) | $ | 3,679,930 | | $ | (16.004.596) | | $ | (33,289,004 | ) |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Issuance of common stock | | — | | 16,302,092 | | 145,405,261 | | 315,903,029 | | (3,737,946 | ) |
Acquisition of land and buildings | | — | | — | | (113,128,995 | ) | (273,946,771 | ) | (15,478,005 | ) |
Increase in other assets | | — | | — | | — | | (154,450 | ) | — | |
Other(3) | | — | | 2,158,017 | | 122,018 | | (1,938,272 | ) | (733,501 | ) |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 313 | | $ | 18,359,572 | | $ | 36,078,214 | | $ | 23,858,940 | | $ | (53,238,456 | ) |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | 2 | | (6 | ) | — | | (8 | ) | (20 | ) |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | — | | — | | 2 | | — | | — | |
- from return of capital | | — | | — | | — | | 7 | | 8 | |
Total distributions on GAAP basis | | $ | — | | $ | — | | $ | 2 | | $ | 7 | | $ | 8 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | — | | — | | 2 | | — | | — | |
- from sales | | — | | — | | — | | — | | — | |
- from return of capital | | — | | — | | — | | 7 | | 8 | |
Total distributions on cash basis | | $ | — | | $ | — | | $ | 2 | | $ | 7 | | $ | 8 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) Subject to adjustment based on final 2008 tax return.
(2) Includes offering proceeds and borrowings.
(3) Includes financing costs, redemptions of shares, change in receivables from or payables to affiliates and deposits on properties to be acquired.
13
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Mid-Term Value Enhancement Fund I LP
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 1,183,349 | | $ | 4,169,024 | | $ | 4,253,765 | | $ | 4,128,395 | | $ | 3,865,587 | |
Interest income | | 44,913 | | 214,002 | | 41,582 | | 368,033 | | 162,230 | |
Discontinued operations | | — | | — | | 614,175 | | 4,503 | | — | |
Gain on sale of assets | | — | | — | | — | | 50,570 | | — | |
Less: Operating expenses | | 522,740 | | 1,696,954 | | 1,527,013 | | 1,489,269 | | 1,555,230 | |
Interest expense | | — | | — | | — | | — | | — | |
Property and asset management fees | | 71,166 | | 281,381 | | 293,742 | | 297,909 | | 282,252 | |
General and administrative | | 313,821 | | 609,986 | | 509,390 | | 408,355 | | 573,634 | |
Depreciation and amortization | | 309,500 | | 1,352,375 | | 1,569,492 | | 1,599,838 | | 1,475,729 | |
Net income – GAAP basis | | $ | 11,035 | | $ | 442,330 | | $ | 1,009,885 | | $ | 756,130 | | $ | 140,972 | |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | 186,771 | | 1,215,032 | | 1,549,532 | | 1,399,369 | | 699,124 | |
- from gain on sale | | — | | — | | — | | 50,570 | | — | |
| | | | | | | | | | | |
Cash generated from operations | | 547,352 | | 1,715,622 | | 2,866,196 | | 1,864,724 | | 1,558,524 | |
Cash generated from sales | | — | | — | | 6,099,022 | | 93,917 | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 547,352 | | $ | 1,715,622 | | $ | 8,965,218 | | $ | 1,958,641 | | $ | 1,558,524 | |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 346,371 | | 2,352,159 | | 2,630,730 | | 2,585,786 | | 2,582,461 | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 200,981 | | $ | (636,537 | ) | $ | 6,334,488 | | $ | (627,145 | ) | $ | (1,023,937 | ) |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | 25,534,480 | | 10,893,050 | | (706,879 | ) | (276,271 | ) | (342,568 | ) |
General partners’ capital contributions | | — | | — | | — | | — | | — | |
Acquisition of land and buildings | | (18,247,941 | ) | (16,228,867 | ) | — | | — | | — | |
Increase in other assets | | (214,689 | ) | (192,387 | ) | (6,016,705 | ) | 5,874,176 | | — | |
Other(1) | | (61,366 | ) | (959 | ) | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 7,211,465 | | $ | (6,165,700 | ) | $ | (389,096 | ) | $ | 4,970,760 | | $ | (1,366,505 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | 7 | | 34 | | 47 | | 45 | | 24 | |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | 51 | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 13 | | 66 | | 79 | | 82 | | 90 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 13 | | $ | 66 | | $ | 79 | | $ | 82 | | $ | 90 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 13 | | 66 | | 79 | | 82 | | 90 | |
- from sales | | — | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 13 | | $ | 66 | | $ | 79 | | $ | 82 | | $ | 90 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 83.0 | % | 83.0 | % | 83.0 | % |
(1) Includes financing costs, redemptions of limited partnership units, change in receivables from or payables to affiliates and deposits on properties to be acquired.
14
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Short-Term Opportunity Fund I LP
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 2,616,051 | | $ | 14,574,826 | | $ | 19,617,725 | | $ | 38,274,350 | | $ | 28,217,391 | |
Equity in income of joint ventures | | (414,052 | ) | (801,497 | ) | — | | — | | — | |
Interest income | | 149,996 | | 701,615 | | 692,677 | | 373,027 | | 78,320 | |
Discontinued operations | | — | | — | | 2,255,575 | | (2,100 | ) | 615,974 | |
Forgiveness of Debt Income | | — | | — | | — | | — | | — | |
Gain (Loss) on derivative instruments | | — | | — | | — | | — | | (883,130 | ) |
Less: Operating expenses | | 1,614,808 | | 4,519,091 | | 10,752,083 | | 32,251,927 | | 23,917,356 | |
Interest expense | | 519,848 | | 1,997,985 | | 4,269,003 | | 10,261,591 | | 8,025,177 | |
Inventory valuation adjustment | | | | | | | | 2,443,689 | | 16,789,863 | |
Property and asset management fees | | 188,524 | | 860,063 | | 1,293,416 | | 1,080,606 | (1) | 1,853,268 | |
General and administrative | | 400,231 | | 814,285 | | 761,421 | | 924,866 | | 1,442,322 | |
Depreciation and amortization | | 936,881 | | 7,504,612 | | 9,728,078 | | 8,953,411 | | 8,272,379 | |
Minority interest | | 6,789 | | (99,361 | ) | (1,150,433 | ) | (3,811,338 | ) | (1,727,371 | ) |
Net income – GAAP basis | | $ | (1,315,086 | ) | $ | (1,121,731 | ) | $ | (3,087,591 | ) | $ | (13,459,475 | ) | $ | (30,544,439 | ) |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | (243,050 | ) | 4,409,487 | | 2,145,107 | | (893,038 | ) | (12,529,848 | ) |
- from gain on sale | | — | | 1,096,396 | | 1,799,122 | | — | | 1,881,339 | |
| | | | | | | | | | | |
Cash generated from operations | | 697,530 | | 4,512,271 | | 6,978,937 | | (16,011,954 | ) | (15,092,995 | ) |
Cash generated from sales | | — | | — | | 9,836,318 | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 697,530 | | $ | 4,512,271 | | $ | 16,815,255 | | $ | (16,011,954 | ) | $ | (15,092,995 | ) |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 278,218 | | 4,102,145 | | 3,248,942 | | 3,059,882 | | 3,068,341 | |
- from sales and refinancing | | — | | — | | 4,983,268 | | — | | — | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 419,312 | | $ | 410,126 | | $ | 8,583,045 | | $ | (19,071,836 | ) | $ | (18,161,336 | ) |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | 56,130,110 | | 35,209,224 | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | | 1,671,172 | |
Acquisition of land and buildings | | (23,144,074 | ) | (62,425,986 | ) | (2,260,217 | ) | 3,101,209 | | 17,098,233 | |
Increase in other assets | | (1,462,929 | ) | 1,343,893 | | 10,000 | | — | | — | |
Other(2) | | (11,427 | ) | 4,729,154 | | (1,265,414 | ) | 40,366 | | (931,759 | ) |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 31,930,992 | | $ | (20,733,589 | ) | $ | 5,067,414 | | $ | (15,930,261 | ) | $ | (323,690 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | (4 | ) | 50 | | 28 | | (13 | ) | (352 | ) |
- from recapture | | — | | — | | — | | — | | 53 | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | 12 | | 24 | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 5 | | 46 | | 108 | | 45 | | 86 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 5 | | $ | 46 | | $ | 108 | | $ | 45 | | $ | 86 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 5 | | 46 | | 42 | | 45 | | 86 | |
- from sales | | — | | — | | 66 | | — | | — | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 5 | | $ | 46 | | $ | 108 | | $ | 45 | | $ | 86 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 98.8 | % | 92.0 | % | 92.5 | % | 92.5 | % |
(1) Behringer Harvard Short-Term Opportunity Fund I’s general partners waived asset management fees of approximately $1.0 million for the year ended December 31, 2007. In addition, on December 31, 2007, Behringer Harvard Holdings forgave Behringer Harvard Short-Term Opportunity Fund I $7.5 million of principal borrowings and accrued interest thereon under a loan agreement entered into between the parties on November 9, 2007. The interest rate under this loan was 5% per annum. The waiver of fees and forgiveness of indebtedness materially impacted the results presented for Behringer Harvard Short-Term Opportunity Fund I.
(2) Includes financing costs, redemptions of limited partnership units, change in receivables from or payables to affiliates and deposits on properties to be acquired.
15
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Strategic Opportunity Fund I LP
| | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | |
Gross revenue | | $ | 10,499,889 | | $ | 22,198,914 | | $ | 21,187,205 | | $ | 28,758,842 | |
Equity in income of joint ventures | | (25,654 | ) | (536,654 | ) | (717,985 | ) | (624,369 | ) |
Interest income | | 304,737 | | 389,147 | | 326,247 | | 111,630 | |
Gain on sale | | — | | 6,626,046 | | 120,492 | | — | |
| | | | | | | | | |
Less: Operating expenses | | 9,676,802 | | 20,723,510 | | 21,555,560 | | 27,507,895 | |
Interest expense | | 2,176,844 | | 4,885,369 | | 4,640,498 | | 7,081,840 | |
Property and asset management fees | | 453,661 | | 1,288,013 | | 1,280,029 | | 1,307,653 | |
General and administrative | | 234,326 | | 297,649 | | 387,037 | | 593,761 | |
Depreciation and amortization | | 1,354,586 | | 2,683,244 | | 3,717,281 | | 5,177,185 | |
Minority interest | | (11,956 | ) | (70,268 | ) | (717,464 | ) | (82,260 | ) |
Net income – GAAP basis | | $ | (3,105,291 | ) | $ | (1,130,064 | ) | $ | (9,946,982 | ) | $ | (13,339,971 | ) |
| | | | | | | | | |
Taxable income | | | | | | | | | |
- from operations | | (2,911,983 | ) | (6,245,092 | ) | (10,168,996 | ) | (10,662,648 | ) |
- from gain on sale | | — | | 6,626,046 | | 120,492 | | — | |
| | | | | | | | | |
Cash generated from operations | | 516,527 | | (446,216 | ) | (3,393,036 | ) | (11,559,826 | ) |
Cash generated from sales | | — | | 14,450,576 | | 4,129,808 | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 516,527 | | $ | 14,004,360 | | $ | 736,773 | | $ | (11,559,826 | ) |
| | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | |
- from operating cash flow | | — | | — | | — | | — | |
- from sales and refinancing | | — | | — | | 636,242 | | — | |
- from other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 516,527 | | $ | 14,004,360 | | $ | 100,531 | | $ | (11,559,826 | ) |
| | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | |
Limited partners’ capital contributions | | 59,666,296 | | 4,748,929 | | — | | — | |
General partners’ capital contributions | | 500 | | — | | — | | — | |
Acquisition of land and buildings | | (23,781,793 | ) | (35,051,932 | ) | (9,710,525 | ) | 8,240,867 | |
Increase in other assets | | (229,376 | ) | — | | — | | — | |
Other(1) | | (5,604,174 | ) | 135,723 | | 1,821,689 | | (118,263 | ) |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 30,567,980 | | $ | (16,162,920 | ) | $ | (7,788,305 | ) | $ | (3,437,222 | ) |
| | | | | | | | | |
| | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | |
Federal income tax results: | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | |
- from operations | | (58 | ) | (116 | ) | (241 | ) | (368 | ) |
- from recapture | | — | | — | | — | | — | |
| | | | | | | | | |
Capital gain (loss) | | — | | 123 | | 3 | | — | |
| | | | | | | | | |
Cash distributions to investors | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | |
- from investment income | | — | | — | | — | | — | |
- from return of capital | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | — | | $ | — | | $ | — | | $ | — | |
| | | | | | | | | |
Source (on cash basis) | | | | | | | | | |
- from operations | | — | | — | | — | | — | |
- from sales | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | — | | $ | — | | $ | — | | $ | — | |
| | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 94.3 | % | 94.3 | % | 94.4 | % |
(1) Includes financing costs, redemptions of limited partnership units, change in receivables from or payables to affiliates and deposits on properties to be acquired.
16
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Strategic Opportunity Fund II LP
| | 2006 | | 2007 | | 2008 | |
| | | | | | | |
Gross revenue | | $ | 1,151,853 | | $ | 32,868,261 | | $ | 29,446,150 | |
Equity in income of joint ventures | | (16,357 | ) | (644,615 | ) | — | |
Interest income | | 150,563 | | 620,582 | | 345,967 | |
Gain on sale | | — | | 1,408,377 | | 1,624,040 | |
Discontinued operations | | — | | (738,236 | ) | (406,395 | ) |
| | | | | | | |
Less: Operating expenses | | 424,249 | | 29,810,742 | | 31,353,995 | |
Interest expense | | 698,717 | | 6,918,724 | | 7,175,907 | |
Asset impairment loss | | — | | — | | 3,205,696 | |
Property and asset management fees | | 140,587 | | 2,245,592 | | 1,045,601 | |
General and administrative | | — | | — | | 831,955 | |
Depreciation and amortization | | 1,168,773 | | 4,347,754 | | 6,867,458 | |
Minority interest | | (190,056 | ) | (1,578,121 | ) | (4,227,683 | ) |
Net income – GAAP basis | | $ | (956,211 | ) | $ | (8,230,322 | ) | $ | (15,243,167 | ) |
| | | | | | | |
Taxable income | | | | | | | |
- from operations | | (345,183 | ) | (6,122,963 | ) | (16,399,557 | ) |
- from gain on sale | | — | | — | | 2,962,695 | |
| | | | | | | �� |
Cash generated from operations | | 508,989 | | (3,800,954 | ) | (6,705,188 | ) |
Cash generated from sales | | — | | 10,480,253 | | 16,873,878 | |
Cash generated from financing / refinancing | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 508,989 | | $ | 6,679,299 | | $ | 10,168,690 | |
| | | | | | | |
Less: Cash distributions to investors | | | | | | | |
- from operating cash flow | | — | | — | | — | |
- from sales and refinancing | | — | | — | | — | |
- from other | | — | | — | | — | |
| | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 508,989 | | $ | 6,679,299 | | $ | 10,168,690 | |
| | | | | | | |
Special items (not including sales and refinancing) | | | | | | | |
Limited partners’ capital contributions | | 27,593,625 | | 34,629,125 | | — | |
General partners’ capital contributions | | 500 | | — | | — | |
Acquisition of land and buildings | | (17,885,429 | ) | (41,308,873 | ) | (15,454,282 | ) |
Increase in other assets | | 3,976,262 | | 3,469,953 | | 3,740,637 | |
Other(1) | | (3,460,211 | ) | (2,292,497 | ) | (577,843 | ) |
| | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 10,733,736 | | $ | 1,177,057 | | $ | (2,122,798 | ) |
| | | | | | | |
| | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | |
Federal income tax results: | | | | | | | |
Ordinary income (loss) | | | | | | | |
- from operations | | (14 | ) | (128 | ) | (511 | ) |
- from recapture | | — | | — | | — | |
| | | | | | | |
Capital gain (loss) | | — | | — | | 92 | |
| | | | | | | |
Cash distributions to investors | | | | | | | |
Source (on GAAP basis) | | | | | | | |
- from investment income | | — | | — | | — | |
- from return of capital | | — | | — | | — | |
Total distributions on GAAP basis | | $ | — | | $ | — | | $ | — | |
| | | | | | | |
Source (on cash basis) | | | | | | | |
- from operations | | — | | — | | — | |
- from sales | | — | | — | | — | |
- from refinancing | | — | | — | | — | |
Total distributions on cash basis | | $ | — | | $ | — | | $ | — | |
| | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % |
(1) Includes financing costs, redemptions of limited partnership units, change in receivables from or payables to affiliates and deposits on properties to be acquired.
17
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Multifamily REIT I, Inc.(1)
| | 2006 | | 2007 | | 2008 | |
| | | | | | | |
Gross revenue | | $ | — | | $ | — | | $ | — | |
Equity in income of joint ventures | | — | | 793,218 | | 4,275,881 | |
Interest income | | — | | 343,240 | | 884,506 | |
Gain on sale | | — | | — | | — | |
| | | | | | | |
Less: Operating expenses | | — | | — | | — | |
Interest expense | | — | | 642,124 | | — | |
Property and asset management fees | | — | | 217,837 | | 884,211 | |
General and administrative | | — | | 483,604 | | 1,599,208 | |
Depreciation and amortization | | — | | — | | 46,705 | |
Minority interest | | — | | — | | — | |
Net income – GAAP basis | | $ | — | | $ | (207,107 | ) | $ | 2,630,263 | |
| | | | | | | |
Taxable income | | | | | | | |
- from operations | | (11,003 | ) | — | | 3,946,462 | (2) |
- from gain on sale | | — | | — | | — | |
| | | | | | | |
Cash generated from operations | | — | | 245,311 | | 2,383,436 | |
Cash generated from sales | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | — | | $ | 245,311 | | $ | 2,383,436 | |
| | | | | | | |
Less: Cash distributions to investors | | | | | | | |
- from operating cash flow | | — | | 123,651 | | 3,805,472 | |
- from sales and refinancing | | — | | — | | — | |
- from other(3) | | — | | 391,563 | | 1,960,394 | |
| | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | — | | $ | (269,903 | ) | $ | (3,382,430 | ) |
| | | | | | | |
Special items (not including sales and refinancing) | | | | | | | |
Issuance of common stock | | — | | 114,520,437 | | 10,711,736 | |
Acquisition of land and buildings | | — | | — | | — | |
Increase in other assets | | — | | (60,791,740 | ) | (35,419,544 | ) |
Other(4) | | — | | (101,213 | ) | (1,516,141 | ) |
| | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | — | | $ | 53,357,581 | | $ | (29,606,379 | ) |
| | | | | | | |
| | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | |
Federal income tax results: | | | | | | | |
Ordinary income (loss) | | | | | | | |
- from operations | | — | | — | | 34 | |
- from recapture | | — | | — | | — | |
| | | | | | | |
Capital gain (loss) | | — | | — | | — | |
| | | | | | | |
Cash distributions to investors | | | | | | | |
Source (on GAAP basis) | | | | | | | |
- from investment income | | — | | 1 | | 33 | |
- from return of capital | | — | | 4 | | 17 | |
Total distributions on GAAP basis | | $ | — | | $ | 5 | | $ | 50 | |
| | | | | | | |
Source (on cash basis) | | | | | | | |
- from operations | | — | | 1 | | 32 | |
- from sales | | — | | — | | — | |
- from refinancing | | — | | — | | — | |
Total distributions on cash basis | | $ | — | | $ | 1 | | $ | 32 | |
| | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % |
(1) Behringer Harvard Multifamily REIT I, Inc. conducted a private offering from November 22, 2006 until December 28, 2007. Behringer Harvard Multifamily REIT I, Inc. is currently offering $2.475 billion of its common stock pursuant to an initial public offering which commenced on September 5, 2008.
(2) Subject to adjustment based on final 2008 tax return.
(3) Includes offering proceeds and borrowings.
(4) Includes financing costs, redemptions of shares, change in receivables from or payables to affiliates and deposits on properties to be acquired.
18
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Enclave S LP(1)
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 3,049,976 | | $ | 4,428,393 | | $ | 4,612,687 | | $ | 4,572,453 | | $ | 2,394,932 | |
Interest income | | 2,773 | | 3,177 | | 6,764 | | 7,400 | | 2,906 | |
Gain (Loss) on Sale | | — | | — | | — | | — | | 14,187,799 | |
| | | | | | | | | | | |
Less: Operating expenses | | 1,227,256 | | 1,830,214 | | 2,054,587 | | 1,989,239 | | 1,090,803 | |
Interest expense | | 781,359 | | 1,073,237 | | 1,057,482 | | 1,040,846 | | 513,896 | |
Depreciation and amortization | | 1,100,893 | | 1,655,453 | | 1,655,510 | | 1,654,892 | | 827,446 | |
Net income – GAAP basis | | $ | (56,759 | ) | $ | (127,334 | ) | $ | (148,128 | ) | $ | (105,124 | ) | $ | 14,153,492 | |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | 506,425 | | 354,694 | | 598,399 | | 698,328 | | 363,316 | |
- from gain on sale | | — | | — | | — | | — | | 11,199,542 | |
| | | | | | | | | | | |
Cash generated from operations | | 1,621,323 | | 1,133,131 | | 2,059,930 | | 1,595,692 | | 6,846,283 | |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 1,621,323 | | $ | 1,133,131 | | $ | 2,059,930 | | $ | 1,595,692 | | $ | 6,846,283 | |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 658,000 | | 1,073,000 | | 1,130,000 | | 1,225,000 | | 660,000 | |
- from sales and refinancing | | — | | — | | — | | — | | 380,000 | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 963,323 | | $ | 60,131 | | $ | 929,930 | | $ | 370,692 | | $ | 5,806,283 | |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | | — | |
Amortization of principal on loan | | 147,689 | | 280,662 | | 296,346 | | 312,907 | | 18,953,277 | |
Acquisition of land and buildings | | — | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 815,634 | | $ | (220,531 | ) | $ | 633,584 | | $ | 57,785 | | $ | (13,146,994 | ) |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | 46 | | 32 | | 54 | | 63 | | 33 | |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | 1,015 | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 60 | | 97 | | 102 | | 111 | | 94 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 60 | | $ | 97 | | $ | 102 | | $ | 111 | | $ | 94 | |
| | | | | | | | | | | |
Source (on cash basis) | | | �� | | | | | | | | |
- from operations | | 60 | | 97 | | 102 | | 111 | | 60 | |
- from sales | | — | | — | | — | | — | | 34 | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 60 | | $ | 97 | | $ | 102 | | $ | 111 | | $ | 94 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006 and 2007, unaffiliated third-party investors owned 63.69% of the tenant-in-common interests and Behringer Harvard REIT I, Inc. owned the remaining 36.31% of the tenant-in-common interests. Behringer Harvard REIT I, Inc. purchased its interests outside the Regulation D offering. On July 1, 2008, the asset was sold to an unaffiliated third party. The information contained herein represents the combined tenant-in-common ownership in the asset.
19
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Beau Terre S, LLC(1)
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 3,067,860 | | $ | 5,705,955 | | $ | 5,616,451 | | $ | 5,607,634 | | $ | 5,862,726 | |
Interest income | | 5,863 | | 14,815 | | 17,083 | | 13,725 | | 8,171 | |
| | | | | | | | | | | |
Less: Operating expenses | | 1,129,397 | | 1,921,476 | | 1,980,463 | | 1,968,812 | | 1,987,723 | |
Interest expense | | 1,375,876 | | 2,361,400 | | 2,333,264 | | 2,303,328 | | 2,278,070 | |
Depreciation and amortization | | 551,348 | | 1,964,510 | | 1,809,738 | | 1,759,346 | | 1,752,328 | |
Net income – GAAP basis | | $ | 17,102 | | $ | (526,616 | ) | $ | (489,931 | ) | $ | (410,127 | ) | $ | (147,224 | ) |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | (160,188 | ) | (512,997 | ) | (433,448 | ) | (223,821 | ) | (42,484 | ) |
- from gain on sale | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated from operations | | 568,450 | | 1,437,894 | | 1,319,807 | | 1,412,032 | | 1,158,826 | |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 568,450 | | $ | 1,437,894 | | $ | 1,319,807 | | $ | 1,412,032 | | $ | 1,158,826 | |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 715,000 | | 1,088,000 | | 876,472 | | 406,472 | | 411,888 | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | (146,550 | ) | $ | 349,894 | | $ | 443,335 | | $ | 1,005,560 | | $ | 746,938 | |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | | — | |
Amortization of principal on loan | | 168,485 | | 437,649 | | 465,638 | | 495,417 | | 520,542 | |
Acquisition of land and buildings | | — | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | (315,035 | ) | $ | (87,755 | ) | $ | (22,303 | ) | $ | 510,143 | | $ | 226,396 | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | (9 | ) | (29 | ) | (24 | ) | (13 | ) | (2 | ) |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 40 | | 61 | | 49 | | 23 | | 23 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 40 | | $ | 61 | | $ | 49 | | $ | 23 | | $ | 23 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 40 | | 61 | | 49 | | 23 | | 23 | |
- from sales | | — | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 40 | | $ | 61 | | $ | 49 | | $ | 23 | | $ | 23 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset office park that consists of multiple buildings to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 99.0%, 99.0%, 95.63%, 95.63% and 95.63% of the tenant-in-common interests, respectively and Behringer Harvard Holdings, LLC owned the remaining 1.0%, 1.0%, 4.37% and 4.37% of the tenant-in-common interests, respectively. Behringer Harvard Holdings, LLC purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset. In December 2005, the sponsor of this program completed a settlement with investors in this program to support future returns projected in connection with the asset’s acquisition. Under the terms of the settlement, the sponsor agreed to, among other things, increase the lease payments under certain leases at the property, replace the existing property manager, build a new office building on an undeveloped lot at that property and pay $1.25 million.
20
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard St. Louis Place S, LLC(1)
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 2,698,910 | | $ | 5,441,366 | | $ | 5,717,159 | | $ | 6,027,514 | | $ | 6,262,518 | |
Interest income | | 5,108 | | 6,806 | | 12,904 | | 13,665 | | 10,641 | |
| | | | | | | | | | | |
Less: Operating expenses | | 1,176,652 | | 2,276,759 | | 2,361,885 | | 2,911,663 | | 3,057,237 | |
Interest expense | | 623,346 | | 1,219,314 | | 1,204,627 | | 1,189,010 | | 1,175,804 | |
Depreciation and amortization | | 888,922 | | 1,804,901 | | 1,806,482 | | 1,774,670 | | 2,001,348 | |
Net income – GAAP basis | | $ | 15,098 | | $ | 147,198 | | $ | 357,069 | | $ | 165,836 | | $ | 38,770 | |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | 466,052 | | 76,379 | | 837,331 | | 788,368 | | 999,527 | |
- from gain on sale | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated from operations | | 1,347,333 | | 1,602,416 | | 1,646,672 | | 2,152,639 | | 1,911,271 | |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 1,347,333 | | $ | 1,602,416 | | $ | 1,646,672 | | $ | 2,152,639 | | $ | 1,911,271 | |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 500,000 | | 1,200,000 | | 1,470,000 | | 870,000 | | 635,000 | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 847,333 | | $ | 402,416 | | $ | 176,672 | | $ | 1,282,639 | | $ | 1,276,271 | |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | | — | |
Amortization of principal on loan | | 88,817 | | 230,459 | | 245,069 | | 260,605 | | 273,743 | |
Acquisition of land and buildings | | — | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 758,516 | | $ | 171,957 | | $ | (68,397 | ) | $ | 1,022,034 | | $ | 1,002,528 | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | 30 | | 5 | | 54 | | 51 | | 64 | |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 32 | | 77 | | 94 | | 56 | | 41 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 32 | | $ | 77 | | $ | 94 | | $ | 56 | | $ | 41 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 32 | | 77 | | 94 | | 56 | | 41 | |
- from sales | | — | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 32 | | $ | 77 | | $ | 94 | | $ | 56 | | $ | 41 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 64.29% of the tenant-in-common interests and Behringer Harvard REIT I, Inc. owned the remaining 35.71% of the tenant-in-common interests. Behringer Harvard REIT I, Inc. purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset.
21
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Colorado Building S, LLC(1)
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 1,649,088 | | $ | 4,777,891 | | $ | 5,650,172 | | $ | 5,821,226 | | $ | 6,080,361 | |
Interest income | | 678 | | (739 | ) | 18,059 | | 19,631 | | 16,374 | |
| | | | | | | | | | | |
Less: Operating expenses | | 748,878 | | 1,924,481 | | 2,310,130 | | 2,450,292 | | 2,879,232 | |
Interest expense | | 663,694 | | 1,729,350 | | 1,724,625 | | 1,724,625 | | 1,729,350 | |
Depreciation and amortization | | 643,906 | | 1,997,580 | | 2,127,423 | | 2,277,833 | | 2,258,729 | |
Net income – GAAP basis | | $ | (406,712 | ) | $ | (874,259 | ) | $ | (493,947 | ) | $ | (611,893 | ) | $ | (770,576 | ) |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | (530,579 | ) | (583,776 | ) | (231,045 | ) | 97,228 | | 179,891 | |
- from gain on sale | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated from operations | | 419,020 | | 606,925 | | 736,287 | | 1,387,920 | | 1,330,117 | |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 419,020 | | $ | 606,925 | | $ | 736,287 | | $ | 1,387,920 | | $ | 1,330,117 | |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 512,000 | | 725,000 | | 910,000 | | 1,020,000 | | 635,000 | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | (92,980 | ) | $ | (118,075 | ) | $ | (173,713 | ) | $ | 367,920 | | $ | 695,117 | |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | | — | |
Amortization of principal on loan | | — | | — | | — | | — | | — | |
Acquisition of land and buildings | | — | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | (92,980 | ) | $ | (118,075 | ) | $ | (173,713 | ) | $ | 367,920 | | $ | 695,117 | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | (23 | ) | (26 | ) | (10 | ) | 4 | | 8 | |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 23 | | 32 | | 40 | | 45 | | 28 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 23 | | $ | 32 | | $ | 40 | | $ | 45 | | $ | 28 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 23 | | 32 | | 40 | | 45 | | 28 | |
- from sales | | — | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 23 | | $ | 32 | | $ | 40 | | $ | 45 | | $ | 28 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 20.52%, 20.52%, 18.51%, 4.80% and 0.0% of the tenant-in-common interests, respectively and Behringer Harvard REIT I, Inc. owned the remaining 79.48%, 79.48%, 81.49%, 95.20% and 100.0% of the tenant-in-common interests, respectively. Behringer Harvard REIT I, Inc. purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset. The increase in occupancy rates in the submarket where this property is located, and the leasing increases at this property, have been slower than anticipated. As a result, the sponsor of this program or its affiliates has agreed to make certain accommodations to benefit the owners of this property, including leases for vacant space and the deferral of asset management fees otherwise payable to the sponsor or its affiliates.
22
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Pratt S, LLC (1)
| | 2004 | | 2005 | | 2006 | | 2007 | |
| | | | | | | | | |
Gross revenue | | $ | 308,917 | | $ | 7,321,386 | | $ | 7,964,640 | | $ | 8,312,024 | |
Interest income | | — | | 48,910 | | 138,518 | | 79,322 | |
| | | | | | | | | |
Less: Operating expenses | | 148,465 | | 3,721,403 | | 4,195,360 | | 4,513,143 | |
Interest expense | | 130,363 | | 1,988,041 | | 1,982,609 | | 2,028,147 | |
Depreciation and amortization | | — | | 3,952,748 | | 3,944,495 | | 4,422,323 | |
Net income – GAAP basis | | $ | 30,089 | | $ | (2,291,896 | ) | $ | (2,019,306 | ) | $ | (2,572,267 | ) |
| | | | | | | | | |
Taxable income | | | | | | | | | |
- from operations | | (460,154 | ) | (60,391 | ) | 593,928 | | — | |
- from gain on sale | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated from operations | | 245,817 | | 2,140,844 | | 2,155,249 | | (1,547,019 | ) |
Cash generated from sales | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 245,817 | | $ | 2,140,844 | | $ | 2,155,249 | | $ | (1,547,019 | ) |
| | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | |
- from operating cash flow | | — | | 1,509,000 | | 990,000 | | — | |
- from sales and refinancing | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 245,817 | | $ | 631,844 | | $ | 1,165,249 | | $ | (1,547,019 | ) |
| | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | |
Amortization of principal on loan | | — | | — | | — | | 452,252 | |
Acquisition of land and buildings | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 245,817 | | $ | 631,844 | | $ | 1,165,249 | | $ | (1,999,271 | ) |
| | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | |
Federal income tax results: | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | |
- from operations | | (17 | ) | (2 | ) | 23 | | — | |
- from recapture | | — | | — | | — | | — | |
| | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | |
| | | | | | | | | |
Cash distributions to investors | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | |
- from investment income | | — | | 57 | | 38 | | — | |
- from return of capital | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | — | | $ | 57 | | $ | 38 | | $ | — | |
| | | | | | | | | |
Source (on cash basis) | | | | | | | | | |
- from operations | | — | | 57 | | 38 | | — | |
- from sales | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | — | | $ | 57 | | $ | 38 | | $ | — | |
| | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 49.32%, 49.32%, 0.0%, 0.0% and 0.0% of the tenant-in-common interests, respectively and Behringer Harvard REIT I, Inc. owned the remaining 50.68%, 50.68%, 100.0%, 100.0% and 100.0% of the tenant-in-common interests, respectively. Behringer Harvard REIT I, Inc. purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset. The increase in occupancy rates in the submarket where this property is located, and the leasing increases at this property, have been slower than anticipated. As a result, the sponsor of this program or its affiliates has agreed to make certain accommodations to benefit the owners of this property, including leases for vacant space and the deferral of asset management fees otherwise payable to the sponsor or its affiliates. This program ceased operations on December 31, 2007.
23
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Alamo Plaza S, LLC (1)
| | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | |
Gross revenue | | $ | 3,977,001 | | $ | 5,221,922 | | $ | 5,191,949 | | $ | 5,508,779 | |
Interest income | | 37,667 | | 83,745 | | 118,659 | | — | |
| | | | | | | | | |
Less: Operating expenses | | 1,704,381 | | 2,126,581 | | 2,224,654 | | 2,296,834 | |
Interest expense | | 1,468,114 | | 1,723,028 | | 1,723,028 | | 1,727,749 | |
Depreciation and amortization | | 3,288,950 | | 2,861,433 | | 2,436,541 | | 2,385,735 | |
Net income – GAAP basis | | $ | (2,446,777 | ) | $ | (1,405,375 | ) | $ | (1,073,615 | ) | $ | (901,539 | ) |
| | | | | | | | | |
Taxable income | | | | | | | | | |
- from operations | | 154,499 | | (190,279 | ) | 427,618 | | (3,401 | ) |
- from gain on sale | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated from operations | | 2,017,924 | | (1,084,237 | ) | 1,833,916 | | (1,537,769 | ) |
Cash generated from sales | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 2,017,924 | | $ | (1,084,237 | ) | $ | 1,833,916 | | $ | (1,537,769 | ) |
| | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | |
- from operating cash flow | | 997,000 | | 1,229,000 | | 1,660,000 | | 1,635,000 | |
- from sales and refinancing | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 1,020,924 | | $ | (2,313,237 | ) | $ | 173,916 | | $ | (3,172,769 | ) |
| | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | |
Amortization of principal on loan | | — | | — | | — | | — | |
Acquisition of land and buildings | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 1,020,924 | | $ | (2,313,237 | ) | $ | 173,916 | | $ | (3,172,769 | ) |
| | | | | | | | | |
| | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | |
Federal income tax results: | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | |
- from operations | | 9 | | (10 | ) | 24 | | 24 | |
- from recapture | | — | | — | | — | | — | |
| | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | |
| | | | | | | | | |
Cash distributions to investors | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | |
- from investment income | | 55 | | 68 | | 92 | | 90 | |
- from return of capital | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 55 | | $ | 68 | | $ | 92 | | $ | 90 | |
| | | | | | | | | |
Source (on cash basis) | | | | | | | | | |
- from operations | | 55 | | 68 | | 92 | | 90 | |
- from sales | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 55 | | $ | 68 | | $ | 92 | | $ | 90 | |
| | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 69.42%, 69.42%, 66.07% and 66.07% of the tenant-in-common interests, respectively and Behringer Harvard REIT I, Inc. owned the remaining 30.58%, 30.58%, 33.93% and 33.93% of the tenant-in-common interests, respectively. Behringer Harvard REIT I, Inc. purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset. The increase in occupancy rates in the submarket where this property is located, and the leasing increases at this property, have been slower than anticipated. As a result, the sponsor of this program or its affiliates has agreed to make certain accommodations to benefit the owners of this property, including leases for vacant space and the deferral of asset management fees otherwise payable to the sponsor or its affiliates.
24
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Firestone S LP(1)
| | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | |
Gross revenue | | $ | 1,593,663 | | $ | 4,238,803 | | $ | 4,201,058 | | $ | 4,475,354 | |
Interest income | | — | | — | | — | | — | |
| | | | | | | | | |
Less: Operating expenses | | 571,627 | | 1,616,211 | | 1,655,828 | | 1,735,270 | |
Interest expense | | 617,206 | | 1,617,051 | | 1,591,656 | | 1,564,681 | |
Depreciation and amortization | | 747,288 | | 2,241,864 | | 2,285,864 | | 2,312,379 | |
Net income – GAAP basis | | $ | (342,458 | ) | $ | (1,236,323 | ) | $ | (1,332,290 | ) | $ | (1,136,976 | ) |
| | | | | | | | | |
Taxable income | | | | | | | | | |
- from operations | | 170,823 | | (1,482,539 | ) | (1,101,857 | ) | (790,840 | ) |
- from gain on sale | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated from operations | | 404,830 | | 1,005,541 | | 953,574 | | 1,175,403 | |
Cash generated from sales | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 404,830 | | $ | 1,005,541 | | $ | 953,574 | | $ | 1,175,403 | |
| | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | |
- from operating cash flow | | — | | 762,800 | | 747,888 | | 763,488 | |
- from sales and refinancing | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 404,830 | | $ | 242,741 | | $ | 205,686 | | $ | 411,915 | |
| | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | |
Amortization of principal on loan | | 162,963 | | 373,276 | | 431,465 | | 458,304 | |
Acquisition of land and buildings | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | |
| | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 241,867 | | $ | (130,535 | ) | $ | (225,779 | ) | $ | (46,389 | ) |
| | | | | | | | | |
| | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | |
Federal income tax results: | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | |
- from operations | | 14 | | (122 | ) | (90 | ) | (65 | ) |
- from recapture | | — | | — | | — | | — | |
| | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | |
| | | | | | | | | |
Cash distributions to investors | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | |
- from investment income | | — | | 63 | | 61 | | 63 | |
- from return of capital | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | — | | $ | 63 | | $ | 61 | | $ | 63 | |
| | | | | | | | | |
Source (on cash basis) | | | | | | | | | |
- from operations | | — | | 63 | | 61 | | 63 | |
- from sales | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | — | | $ | 63 | | $ | 61 | | $ | 63 | |
| | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset apartment community to unaffiliated third-party investors. As of December 31, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 56.6% of the tenant-in-common interests and Behringer Harvard Strategic Opportunity Fund I LP owned the remaining 43.4% of the tenant-in-common interests. Behringer Harvard Strategic Opportunity Fund I LP purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset.
25
TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)
Behringer Harvard Travis Tower S LP (1)
| | 2004 | | 2005 | | 2006 | | 2007 | | 2008 | |
| | | | | | | | | | | |
Gross revenue | | $ | 2,247,989 | | $ | 9,593,810 | | $ | 10,426,368 | | $ | 10,845,512 | | $ | 7,826,870 | |
Interest income | | 5,210 | | 33,024 | | 37,400 | | 40,955 | | 32,609 | |
| | | | | | | | | | | |
Less: Operating expenses | | 1,014,197 | | 4,620,176 | | 4,802,416 | | 5,140,316 | | 4,081,884 | |
Interest expense | | 523,701 | | 2,060,888 | | 2,033,060 | | 2,003,660 | | 1,484,003 | |
Depreciation and amortization | | 850,812 | | 3,500,328 | | 3,481,296 | | 3,623,026 | | 4,684,535 | |
Net income – GAAP basis | | $ | (135,511 | ) | $ | (554,558 | ) | $ | 146,996 | | $ | 119,465 | | $ | (2,390,943 | ) |
| | | | | | | | | | | |
Taxable income | | | | | | | | | | | |
- from operations | | 40,998 | | 786,518 | | 1,726,824 | | 1,702,798 | | 848,112 | |
- from gain on sale | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated from operations | | 1,641,522 | | 2,338,952 | | 2,893,536 | | 3,678,926 | | (2,830,934 | ) |
Cash generated from sales | | — | | — | | — | | — | | — | |
Cash generated from financing / refinancing | | — | | — | | — | | — | | — | |
Total cash generated from operations, sales and refinancing | | $ | 1,641,522 | | $ | 2,338,952 | | $ | 2,893,536 | | $ | 3,678,926 | | $ | (2,830,934 | ) |
| | | | | | | | | | | |
Less: Cash distributions to investors | | | | | | | | | | | |
- from operating cash flow | | 422,000 | | 1,800,000 | | 1,580,000 | | 1,445,000 | | 270,000 | |
- from sales and refinancing | | — | | — | | — | | — | | — | |
- from other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions | | $ | 1,219,522 | | $ | 538,952 | | $ | 1,313,536 | | $ | 2,233,926 | | $ | (3,100,934 | ) |
| | | | | | | | | | | |
Special items (not including sales and refinancing) | | | | | | | | | | | |
Limited partners’ capital contributions | | — | | — | | — | | — | | — | |
General partners’ capital contributions | | — | | — | | — | | — | | — | |
Amortization of principal on loan | | 114,638 | | 492,469 | | 479,077 | | 547,137 | | 423,645 | |
Acquisition of land and buildings | | — | | — | | — | | — | | — | |
Increase in other assets | | — | | — | | — | | — | | — | |
Other | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash generated (deficiency) after cash distributions and special items | | $ | 1,104,884 | | $ | 46,483 | | $ | 834,459 | | $ | 1,686,789 | | $ | (3,524,579 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Invested | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | |
- from operations | | 2 | | 34 | | 74 | | 73 | | 36 | |
- from recapture | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Capital gain (loss) | | — | | — | | — | | — | | — | |
| | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | |
- from investment income | | 18 | | 77 | | 68 | | 62 | | 12 | |
- from return of capital | | — | | — | | — | | — | | — | |
Total distributions on GAAP basis | | $ | 18 | | $ | 77 | | $ | 68 | | $ | 62 | | $ | 12 | |
| | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | |
- from operations | | 18 | | 77 | | 68 | | 62 | | 12 | |
- from sales | | — | | — | | — | | — | | — | |
- from refinancing | | — | | — | | — | | — | | — | |
Total distributions on cash basis | | $ | 18 | | $ | 77 | | $ | 68 | | $ | 62 | | $ | 12 | |
| | | | | | | | | | | |
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in table | | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(1) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 39.57%, 39.57%, 39.57%, 39.57% and 0.0% of the tenant-in-common interests, respectively and Behringer Harvard REIT I, Inc. owned the remaining 60.43%, 60.43%, 60.43%, 60.43% and 100.0% of the tenant-in-common interests, respectively. Behringer Harvard REIT I, Inc. purchased its interests outside the Regulation D offering. The information contained herein represents the combined tenant-in-common ownership in the asset. The increase in occupancy rates in the submarket where this property is located, and the leasing increases at this property, have been slower than anticipated. As a result, the sponsor of this program or its affiliates has agreed to make certain accommodations to benefit the owners of this property, including leases for vacant space and the deferral of asset management fees otherwise payable to the sponsor or its affiliates.
26
TABLE IV
(UNAUDITED)
RESULTS OF COMPLETED PROGRAMS
This Table sets forth summary information on the results of Prior Real Estate Programs that have completed operations since January 1, 2004 and that have similar or identical investment objectives to Behringer Harvard Opportunity REIT II. All figures are through December 31, 2008.
| | BRP (SV), LP | | BRP (Renner
Plaza), LP(1) | | Behringer
Harvard
Pratt S,
LLC(2) | | Behringer
Harvard
Enclave S LP(3) | | Behringer
Harvard
Travis Tower S LP(4) | | Behringer
Harvard
Minnesota
Center TIC I,
LLC(5) | | Behringer
Harvard
Colorado
Building S,
LLC(6) | |
| | | | | | | | | | | | | | | |
Dollar amount raised | | $ | 3,701,000 | | $ | 1,312,554 | | $ | 13,763,551 | | $ | 7,706,156 | | $ | 10,387,065 | | $ | 14,056,902 | | $ | 5,090,159 | |
| | | | | | | | | | | | | | | |
Number of properties purchased | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | |
| | | | | | | | | | | | | | | |
Date of closing of final offering | | 12/19/00 | | 02/04/00 | | 12/17/04 | | 04/12/04 | | 10/01/04 | | 10/15/03 | | 8/10/04 | |
| | | | | | | | | | | | | | | |
Date of first sale of property | | 04/07/05 | | 05/31/06 | | 11/13/06 | | 07/01/08 | | 09/30/08 | | 08/18/06 | | 05/25/06 | |
| | | | | | | | | | | | | | | |
Date of final sale of property | | 04/07/05 | | 05/31/06 | | 12/29/06 | | 07/01/08 | | 09/30/08 | | 12/31/08 | | 12/31/08 | |
| | | | | | | | | | | | | | | |
Tax and Distribution Data Per $1,000 Investment | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Federal income tax results: | | | | | | | | | | | | | | | |
Ordinary income (loss) | | | | | | | | | | | | | | | |
- from operations | | (543 | ) | 510 | | 3 | | 229 | | 219 | | 123 | | (47 | ) |
- from recapture | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Capital gain (loss) | | 564 | | (741 | ) | — | | 1,015 | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Deferred gain | | | | | | | | | | | | | | | |
Capital | | — | | — | | — | | — | | — | | — | | — | |
Ordinary | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Cash distributions to investors | | | | | | | | | | | | | | | |
Source (on GAAP basis) | | | | | | | | | | | | | | | |
- Investment income | | 22 | | 84 | | 90 | | 424 | | 194 | | 193 | | 153 | |
- Return of capital | | 1,000 | | 1,000 | | 1,000 | | 1,000 | | 1,000 | | 1,000 | | 1,000 | |
| | | | | | | | | | | | | | | |
Source (on cash basis) | | | | | | | | | | | | | | | |
- Sales | | 1,022 | | 1,000 | | 1,000 | | 1,032 | | 1,000 | | 1,000 | | 1,000 | |
- Refinancing | | — | | — | | — | | — | | — | | — | | — | |
- Operations | | — | | 84 | | 90 | | 392 | | 194 | | 193 | | 153 | |
- Other | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) BRP (Renner Plaza), LP experienced a bankruptcy of its single tenant, which in turn forced the lender to foreclose its loan and acquire the building in April 2006. However, Behringer Harvard Holdings paid supplemental returns to the investors in the program so that none lost money.
(2) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 49.32%, 49.32%, 0.0%, 0.0% and 0.0% of the tenant-in-common interests. The information contained herein represents the combined unaffiliated third-party investors’ tenant-in-common ownership in the asset.
(3) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006 and 2007, unaffiliated third-party investors owned 63.69% of the tenant-in-common interests. The information contained herein represents the combined unaffiliated third-party investors’ tenant-in-common ownership in the asset.
(4) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 39.57%, 39.57%, 39.57%, 39.57% and 0.0% of the tenant-in-common interests, respectively. The information contained herein represents the unaffiliated third-party investors’ combined tenant-in-common ownership in the asset.
(5) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 85.53%, 85.53%, 6.93%, 6.93% and 0.0% of the tenant-in-common interests, respectively. The information contained herein represents the combined unaffiliated third-party investors’ tenant-in-common ownership in the asset.
(6) This entity sponsored a Regulation D offering and sold undivided tenant-in-common interests in a single asset commercial office building to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006, 2007 and 2008, unaffiliated third-party investors owned 20.52%, 20.52%, 18.51%, 4.80% and 0% of the tenant-in-common interests. The information contained herein represents the combined unaffiliated third-party investors’ tenant-in-common ownership in the asset.
27
TABLE V
(UNAUDITED)
RESULTS OF SALES OR DISPOSALS OF PROPERTY
This Table sets forth summary information on the results of the sale or disposals of properties since January 1, 2006 by Prior Real Estate Programs that have similar or identical investment objectives to Behringer Harvard Opportunity REIT II. All figures are through December 31, 2008.
| | | | | | Selling Price, Net of
Closing Costs and GAAP Adjustments | | Cost of Properties
Including Closing and Soft Costs | | | |
Property | | Date
Acquired | | Date
of Sale | | Cash
Received
Net of
Closing
Costs | | Mortgage
Balance
at Time
of Sale | | Purchase
Money
Mortgage
Taken Back
By
Program(1) | | Adjustments
Resulting
From
Application
of
GAAP(2) | | Total(3) | | Original
Mortgage
Financing | | Total
Acquisition
Cost, Capital
Improvements,
Closing and
Soft Costs(4) | | Total | | Excess (Deficiency)
of Property
Operating Cash
Receipts Over Cash Expenditures | |
| | | | | | | | | | | | | | | | | | | | | | | |
Behringer Harvard REIT I, Inc. | | | | | | | | | | | | | | | | | | | | | | | |
Cyprus Building | | 12/16/04 | | 02/15/08 | | $ | 25,917,771 | | — | | — | | — | | $ | 25,917,771 | | — | | $ | 23,639,653 | | $ | 23,639,653 | | $ | 16,289,683 | |
Stanwix Street Associates | | 12/12/07 | | 06/05/08 | | — | | $ | 28,408,556 | | — | | — | | $ | 28,408,556 | | $ | 28,594,537 | | $ | 396,919 | | $ | 28,991,456 | | $ | 151,960 | |
Enclave on the Lake(5) | | 04/12/04 | | 07/01/08 | | $ | 6,437,233 | | $ | 6,823,290 | | — | | — | | $ | 13,260,523 | | $ | 7,262,552 | | $ | 10,554,820 | | $ | 17,817,372 | | $ | 3,907,213 | |
Utah Avenue | | 04/21/05 | | 08/01/08 | | $ | 15,007,455 | | $ | 20,000,000 | | — | | — | | $ | 35,007,455 | | $ | 20,000,000 | | $ | 28,474,676 | | $ | 48,474,676 | | $ | 11,269,075 | |
Behringer Harvard Short-Term Opportunity Fund I LP | | | | | | | | | | | | | | | | | | | | | | | |
4245 Central LP | | 08/17/04 | | 09/30/08 | | $ | 3,009,901 | | $ | 4,177,713 | | — | | $ | (1,671,172 | ) | $ | 5,516,442 | | $ | 3,460,938 | | $ | 3,260,022 | | $ | 6,720,960 | | $ | (521,524 | ) |
Woodall Rodgers — Building | | 02/11/04 | | 07/24/06 | | $ | 5,750,525 | | $ | 4,527,525 | | — | | — | | $ | 10,278,050 | | $ | 1,600,000 | | $ | 7,128,828 | | $ | 8,728,828 | | $ | 1,736,406 | |
Behringer Harvard Mid-Term Value Enhancement Fund I LP | | | | | | | | | | | | | | | | | | | | | | | |
Northpoint I | | 06/28/04 | | 12/28/06 | | $ | 5,895,192 | | — | | — | | — | | $ | 5,895,192 | | — | | $ | 6,331,136 | | $ | 6,331,136 | | $ | 1,075,492 | |
Behringer Harvard Strategic Opportunity Fund I LP | | | | | | | | | | | | | | | | | | | | | | | |
Lakeway — Land | | 03/31/05 | | 08/25/06 | | $ | 9,791,591 | | — | | — | | — | | $ | 9,791,591 | | — | | $ | 2,842,299 | | $ | 2,842,299 | | — | |
BRP (Renner Plaza), LP (6) | | 02/04/00 | | 05/31/06 | | — | | $ | 3,119,468 | | — | | — | | $ | 3,119,468 | | $ | 3,250,000 | | $ | 1,096,360 | | $ | 4,346,360 | | $ | 1,618,964 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
28
| | | | | | Selling Price, Net of
Closing Costs and GAAP Adjustments | | Cost of Properties
Including Closing and Soft Costs | | | |
Property | | Date
Acquired | | Date
of Sale | | Cash
Received
Net of
Closing
Costs | | Mortgage
Balance
at Time
of Sale | | Purchase
Money
Mortgage
Taken Back
By
Program(1) | | Adjustments
Resulting
From
Application
of
GAAP(2) | | Total(3) | | Original
Mortgage
Financing | | Total
Acquisition
Cost, Capital
Improvements,
Closing and
Soft Costs(4) | | Total | | Excess (Deficiency)
of Property
Operating Cash
Receipts Over Cash
Expenditures | |
| | | | | | | | | | | | | | | | | | | | | | | |
Behringer Harvard Strategic Opportunity Fund II LP | | | | | | | | | | | | | | | | | | | | | | | |
Waterkant Grundstucksgesellschaft GmbH | | 2/17/06 | | 9/01/08 | | $ | 3,401,342 | | $ | 11,056,545 | | — | | — | | $ | 14,457,887 | | $ | 9,283,428 | | $ | 3,267,132 | | $ | 12,550,560 | | $ | 36,475 | |
BH&HCI Real Estate VII B.V. | | 10/31/06 | | 07/11/07 | | $ | 5,696,475 | | $ | 4,767,492 | | — | | — | | $ | 10,463,967 | | $ | 2,547,862 | | $ | 249,806 | | $ | 2,797,668 | | $ | 205,614 | |
Enclave on the Lake(7) | | 4/12/04 | | 7/01/08 | | $ | 10,886,651 | | $ | 11,967,036 | | — | | — | | $ | 22,853,687 | | $ | 12,737,448 | | $ | 18,511,601 | | $ | 31,249,049 | | $ | 6,852,676 | |
(1) No purchase money mortgages were taken back by any individual program.
(2) Financial statements for programs are prepared in accordance with GAAP.
(3) None of these sales are being reported on the installment basis.
(4) The amounts shown do not include a pro rata share of the original offering costs. There were no carried interests received in lieu of commissions in connection with the acquisition of the property.
(5) As of December 31, 2004, 2005, 2006 and 2007, Behringer Harvard REIT I, Inc. owned 36.31% of the tenant-in-common interests and unaffiliated third-party investors owned the remaining 63.69% of the tenant-in-common interests in this property. The information contained herein represents Behringer Harvard REIT I, Inc.’s tenant-in-common ownership in this property.
(6) BRP (Renner Plaza), LP experienced a bankruptcy of its single tenant, which in turn forced the lender to foreclose its loan and acquire the building in April 2006. However, Behringer Harvard Holdings paid supplemental returns to the investors in the program so that none lost money. See Table IV.
(7) Behringer Harvard Enclave S LP sponsored a Regulation D offering and sold undivided tenant-in-common interests in this property to unaffiliated third-party investors. As of December 31, 2004, 2005, 2006 and 2007, unaffiliated third-party investors owned 63.69% of the tenant-in-common interests and Behringer Harvard REIT I, Inc. owned the remaining 36.31% of the tenant-in-common interests. The information contained herein represents the combined unaffiliated third-party investors’ tenant-in-common ownership in this property.
29
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM
Table VI presents summary information on properties acquired since January 1, 2006 by Prior Real Estate Programs having similar or identical investment objectives to those of Behringer Harvard Opportunity REIT II. This table provides information regarding the general type and location of the properties and the manner in which the properties were acquired. All figures are through December 31, 2008.
Behringer Harvard REIT I, Inc.
First Follow-on Offering(1)
| | Woodcrest | | Burnett Plaza | | 10777 Clay
Road | | Paces West | | Riverside
Plaza | | The Terrace | | 600/619
Alexander | |
| | | | | | | | | | | | | | | |
Location | | East | | South | | South | | East | | Mid-West | | South | | East | |
Type | | Office | | Office | | Office | | Office | | Office | | Office | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 333,275 | | 1,024,627 | | 227,486 | | 635,787 | | 1,184,432 | | 618,812 | | 97,448 | |
Date(s) of Purchase | | 01/11/06 | | 02/10/06 | | 03/14/06 | | 04/19/06 | | 06/02/06 | | 06/21/06 | | 06/28/06 | |
Mortgage Financing at Date(s) of Purchase | | $ | 50,400,000 | | $ | 114,200,000 | | $ | 16,300,000 | | $ | 84,000,000 | | $ | 202,000,000 | | $ | 131,000,000 | | $ | 16,500,000 | |
Cash Invested | | 23,443,857 | | 66,846,826 | | 10,114,718 | | 47,659,429 | | 103,818,665 | | 41,391,823 | | 6,793,365 | |
Acquisition Cost: | | | | | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 72,100,000 | | 177,160,000 | | 26,007,500 | | 117,564,200 | | 285,825,000 | | 171,289,000 | | 22,711,500 | |
Other Cash Expenditures Capitalized | | 1,743,857 | | 3,886,826 | | 407,218 | | 14,095,229 | | 19,993,665 | | 1,102,823 | | 581,865 | |
Total Acquisition Cost | | $ | 73,843,857 | | $ | 181,046,826 | | $ | 26,414,718 | | $ | 131,659,429 | | $ | 305,818,665 | | $ | 172,391,823 | | $ | 23,293,365 | |
30
| | Grandview | | Bank of
America
Plaza | | Three
Parkway | | 4440 El
Camino
Real | | Fifth Third
Center | |
| | | | | | | | | | | |
Location | | South | | East | | East | | West | | Mid-West | |
Type | | Office | | Office | | Office | | Office | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 149,463 | | 887,080 | | 561,351 | | 96,562 | | 508,397 | |
Date(s) of Purchase | | 10/20/06 | | 10/26/06 | | 10/30/06 | | 11/02/06 | | 11/20/06 | |
Mortgage Financing at Date(s) of Purchase | | $ | 17,000,000 | | $ | 150,000,000 | | $ | 67,125,000 | | $ | 30,130,806 | | $ | 49,250,000 | |
Cash Invested | | 7,230,734 | | 58,162,377 | | 15,716,815 | | 19,225,196 | | 16,443,464 | |
Acquisition Cost: | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 23,432,500 | | 199,923,000 | | 92,700,000 | | 45,320,000 | | 65,662,500 | |
Other Cash Expenditures Capitalized | | 798,234 | | 8,239,377 | | (9,858,185 | ) | 4,036,002 | | 30,964 | |
Total Acquisition Cost | | $ | 24,230,734 | | $ | 208,162,377 | | $ | 82,841,815 | | $ | 49,356,002 | | $ | 65,693,464 | |
31
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard REIT I, Inc.
First Follow-on Offering(1) (cont’d)
| | Resurgens
Plaza | | 250 West
Pratt Street | | Minnesota
Center | | Colorado | | 5 & 15
Wayside | | Eldridge
Place | | Centreport
Office
Center | |
| | | | | | | | | | | | | | | |
Location | | South | | East | | Mid-West | | East | | East | | South | | South | |
Type | | Office | | Office | | Office | | Office | | Office | | Office | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 399,675 | | 368,194 | | 276,425 | | 121,701 | | 270,000 | | 518,746 | | 133,246 | |
Date(s) of Purchase | | 11/30/06 | | Various | (2) | Various | (3) | 5/25/07 | | 12/08/06 | | 12/13/06 | | 06/14/07 | |
Mortgage Financing at Date(s) of Purchase | | $ | 82,000,000 | | $ | 18,248,419 | | $ | 22,810,825 | | $ | 564,516 | | — | | $ | 75,000,000 | | — | |
Cash Invested | | 32,895,444 | | 14,464,453 | | 14,761,421 | | 1,644,245 | | $ | 84,543,887 | | 36,428,548 | | $ | 4,415,276 | |
Acquisition Cost: | | | | | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 111,027,820 | | — | | 37,572,246 | | — | | 84,743,250 | | 106,584,040 | | 4,415,276 | |
Other Cash Expenditures Capitalized | | 3,867,624 | | 32,712,872 | | — | | 2,208,761 | | (199,363 | ) | 4,844,508 | | — | |
Total Acquisition Cost | | $ | 114,895,444 | | $ | 32,712,872 | | $ | 37,572,246 | | $ | 2,208,761 | | $ | 84,543,887 | | $ | 111,428,548 | | $ | 4,415,276 | |
(1) This information provided for Behringer Harvard REIT I, Inc. references only acquisitions made with proceeds from its first follow-on offering.
(2) Proceeds from Behringer Harvard REIT I, Inc.’s first follow-on offering were used to purchase additional tenant-in-common interests on November 17, 21, 29 and 30, 2006 and December 12, 15, 20 and 29, 2006.
(3) Proceeds from Behringer Harvard REIT I, Inc.’s first follow-on offering were used to purchase additional tenant-in-common interests on August 18 and 31, 2006, September 19, 2006, October 13 and 31, 2006 and December 29, 2006.
32
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard REIT I, Inc.
Second Follow-on Offering(1)
| | Minnesota
Center | | Colorado | | Alamo | | Travis Tower | | Beacon
Portfolio | | IPC Portfolio(2) | |
| | | | | | | | | | | | | |
Location | | Mid-West | | East | | West | | South | | Mid-West | | Various | |
Type | | Office | | Office | | Office | | Office | | Office | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 276,425 | | 121,701 | | 191,154 | | 507,470 | | 3,134,381 | | 9,571,324 | |
Date(s) of Purchase | | Various | (3) | Various | (4) | 10/19/07 | | 9/30/08 | | 11/01/07 | | 12/12/07 | |
Mortgage Financing at Date(s) of Purchase | | $ | 1,952,008 | | $ | 1,343,548 | | — | | $ | 14,123,651 | | $ | 509,100,000 | | $ | 775,257,285 | |
Cash Invested | | 2,577,029 | | 3,912,534 | | 677,391 | | 13,030,063 | | 364,338,329 | | 752,212,274 | |
Acquisition Cost: | | | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 4,501,506 | | 2,815,661 | | — | | 26,639,976 | | 857,475,000 | | 1,428,526,748 | |
Other Cash Expenditures Capitalized | | 27,531 | | 2,440,421 | | 677,391 | | 513,738 | | 15,963,329 | | 98,942,811 | |
Total Acquisition Cost | | $ | 4,529,037 | | $ | 5,256,082 | | $ | 677,391 | | $ | 27,153,714 | | $ | 873,438,329 | | $ | 1,527,469,559 | |
| | | | | | | | | | | | | | | | | | | |
33
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard REIT I, Inc.
Second Follow-on Offering(1) (cont’d)
| | 111 Woodcrest | | Westway One | | One City
Center | | One Briarlake
Plaza | |
| | | | | | | | | |
Location | | East | | South | | South | | South | |
Type | | Office | | Office | | Office | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 52,648 | | 148,965 | | 608,622 | | 504,210 | |
Date(s) of Purchase | | 11/20/07 | | 01/15/08 | | 06/19/08 | | 09/25/08 | |
Mortgage Financing at Date(s) of Purchase | | — | | — | | $ | 76,500,000 | | — | |
Cash Invested | | $ | 6,695,911 | | $ | 34,644,289 | | 63,902,830 | | $ | 133,931,227 | |
Acquisition Cost: | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 6,437,500 | | 35,833,700 | | 134,415,000 | | 137,608,000 | |
Other Cash Expenditures Capitalized | | 258,411 | | (1,189,411 | ) | 5,987,830 | | (3,676,773 | ) |
Total Acquisition Cost | | $ | 6,695,911 | | $ | 34,644,289 | | $ | 140,402,830 | | $ | 133,931,227 | |
(1) This information provided for Behringer Harvard REIT I, Inc. references only acquisitions made with proceeds from its second follow-on offering.
(2) This was a portfolio acquisition containing 34 properties of which five were joint ventures at acquisition. As of December 31, 2008, the portfolio consisted of 33 properties of which four were joint ventures.
(3) Proceeds from Behringer Harvard REIT I, Inc.’s second follow-on offering were used to purchase additional tenant-in-common interests on August 25, 2008 and December 31, 2008.
(4) Proceeds from Behringer Harvard REIT I, Inc.’s second follow-on offering were used to purchase additional tenant-in-common interests on June 25, 2007, July 25, 2007, September 14, 2007, November 26, 2007, September 5, 2008 and December 31, 2008.
34
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Opportunity REIT I, Inc.
| | Whitewater | | Ferncroft | | Alexan Voss(1) | | Alexan Black
Mountain(1) | | Chase Park Plaza(2) | |
| | | | | | | | | | | |
Location | | North | | East | | South | | South | | South | |
Type | | Office | | Office | | Development | | Development | | Hotel & Development | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 71,000 | | 226,000 | | — | | — | | — | |
Date(s) of Purchase | | 03/01/06 | | 07/13/06 | | 09/22/06 | | 09/29/06 | | 12/08/06 | |
Mortgage Financing at Date(s) of Purchase | | — | | $ | 18,000,000 | | — | | — | | $ | 52,250,000 | |
Cash Invested | | $ | 9,130,788 | | 12,578,370 | | $ | 13,003,689 | | $ | 9,675,872 | | 81,684,088 | |
Acquisition Cost: | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 9,270,000 | | 27,810,000 | | 13,393,800 | | 9,966,148 | | 89,532,750 | |
Other Cash Expenditures Capitalized | | (139,212 | ) | 2,768,370 | | (390,111 | ) | (290,276 | ) | 44,401,338 | |
Total Acquisition Cost | | $ | 9,130,788 | | $ | 30,578,370 | | $ | 13,003,689 | | $ | 9,675,872 | | $ | 133,934,088 | |
35
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Opportunity REIT I, Inc. (cont’d)
| | Bent Tree
Green | | Las Colinas
Commons | | Santa Clara | | Royal Island(3) | | Bowen Road | |
| | | | | | | | | | | |
Location | | South | | South | | West | | Bahamas | | South | |
Type | | Office | | Office | | Office | | Development | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 138,000 | | 239,000 | | 456,000 | | — | | 87,000 | |
Date(s) of Purchase | | 12/13/06 | | 12/20/06 | | 05/02/07 | | 05/03/07 | | 05/10/07 | |
Mortgage Financing at Date(s) of Purchase | | — | | — | | $ | 52,115,000 | | — | | — | |
Cash Invested | | $ | 14,784,984 | | $ | 17,812,753 | | 27,635,710 | | $ | 56,857,504 | | $ | 19,122,506 | |
Acquisition Cost: | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 12,205,500 | | 16,400,587 | | 72,100,000 | | 56,857,504 | | 19,055,000 | |
Other Cash Expenditures Capitalized | | 2,579,484 | | 1,412,166 | | 7,650,710 | | — | | 67,506 | |
Total Acquisition Cost | | $ | 14,784,984 | | $ | 17,812,753 | | $ | 79,750,710 | | $ | 56,857,504 | | $ | 19,122,506 | |
36
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Opportunity REIT I, Inc. (cont’d)
| | Cordillera
Hotel & Spa(2) | | Rio Salado(2) | | Grandmarc
at Westberry
Place(2) | | Grandmarc at the
Corner(2) | | Frisco Square(2) | |
| | | | | | | | | | | |
Location | | West | | South | | South | | East | | South | |
Type | | Hotel &
Development | | Development | | Student
Housing | | Student Housing | | Mixed-use
Development | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | — | | — | | — | | — | | 100,500 | |
Date(s) of Purchase | | 06/06/07 | | 06/29/07 | | 02/01/07 | | 02/01/07 | | 08/03/07 | |
Mortgage Financing at Date(s) of Purchase | | $ | 22,312,500 | | $ | 4,995,000 | | — | | — | | $ | 35,015,117 | |
Cash Invested | | 22,426,368 | | 9,464,477 | | $ | 8,596,146 | | $ | 7,131,350 | | 23,836,209 | |
Acquisition Cost: | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 30,642,500 | | 6,858,886 | | 8,415,276 | | 6,221,200 | | 48,875,469 | |
Other Cash Expenditures Capitalized | | 14,096,368 | | 7,600,591 | | 180,870 | | 910,150 | | 9,975,857 | |
Total Acquisition Cost | | $ | 44,738,868 | | $ | 14,459,477 | | $ | 8,596,146 | | $ | 7,131,350 | | $ | 58,851,326 | |
37
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Opportunity REIT I, Inc. (cont’d)
| | 2603 Augusta | | Regency Center | | Northpoint
Central | | Becket House(2) | |
| | | | | | | | | |
Location | | South | | South | | South | | England | |
Type | | Office | | Office | | Office | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 242,000 | | 157,000 | | 180,000 | | 46,000 | |
Date(s) of Purchase | | 09/13/07 | | 09/13/07 | | 09/13/07 | | 11/28/07 | |
Mortgage Financing at Date(s) of Purchase | | — | | — | | — | | $ | 20,966,176 | |
Cash Invested | | $ | 34,299,172 | | $ | 19,746,718 | | $ | 22,341,898 | | 13,986,821 | |
Acquisition Cost: | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 34,162,010 | | 19,425,800 | | 21,630,000 | | 32,077,424 | |
Other Cash Expenditures Capitalized | | 137,162 | | 320,918 | | 711,898 | | 2,875,573 | |
Total Acquisition Cost | | $ | 34,299,172 | | $ | 19,746,718 | | $ | 22,341,898 | | $ | 34,952,997 | |
38
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Opportunity REIT I, Inc. (cont’d)
| | Northborough | | Crossroads | | Central Europe J.V. (2) | |
| | | | | | | |
Location | | South | | West | | Europe | |
Type | | Office | | Office | | Mixed | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 207,000 | | 140,000 | | — | |
Date(s) of Purchase | | 02/26/08 | | 06/26/08 | | 07/29/08 | |
Mortgage Financing at Date(s) of Purchase | | $ | 20,981,047 | | — | | — | |
Cash Invested | | 14,272,989 | | $ | 10,765,436 | | $ | 27,295,359 | |
Acquisition Cost: | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 33,887,000 | | 35,226,000 | | — | |
Other Cash Expenditures Capitalized | | 1,367,036 | | (24,460,564 | ) | 27,295,359 | |
Total Acquisition Cost | | $ | 35,254,036 | | $ | 10,765,436 | | $ | 27,295,359 | |
(1) | | This acquisition was a mezzanine loan related to the underlying property. |
(2) | | This acquisition was made through a joint venture that owns an equity interest in the underlying property. The information above reflects only Behringer Harvard Opportunity REIT I, Inc.’s interest in the joint venture. |
(3) | | This acquisition was made through a joint venture that owns an equity interest in, and that has made a mortgage loan to, the owner of the underlying property. The information above reflects only Behringer Harvard Opportunity REIT I, Inc.’s interest in the joint venture. |
39
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Short-Term Opportunity Fund I LP
| | Telluride
Land | |
| | | |
Location | | West | |
Type | | Development | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | Land | |
Date(s) of Purchase | | 05/15/06 | |
Mortgage Financing at Date(s) of Purchase | | $ | 3,933,900 | |
Cash Invested | | 9,278,639 | |
Acquisition Cost: | | | |
Contract Purchase Price Plus Acquisition Fee | | 6,323,850 | |
Other Cash Expenditures Capitalized | | 6,888,689 | |
Total Acquisition Cost | | $ | 13,212,539 | |
40
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Strategic Opportunity Fund I LP(1)
| | Wilshire
Property | | Tupolevlalaan
Building | |
| | | | | |
Location | | West | | Netherlands | |
Type | | Hotel | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 264 rooms | | 41,376 | |
Date(s) of Purchase | | 01/26/06 | | 03/13/06 | |
Mortgage Financing at Date(s) of Purchase | | $ | 22,260,000 | | $ | 6,861,834 | |
Cash Invested | | 24,657,302 | | 4,955,524 | |
Acquisition Cost: | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 35,349,000 | | 10,655,100 | |
Other Cash Expenditures Capitalized | | 11,568,302 | | 1,162,257 | |
Total Acquisition Cost | | $ | 46,917,302 | | $ | 11,817,358 | |
(1) | Each acquisition was made through a joint venture that owns an equity interest in the owner of the underlying property. The information above reflects only Behringer Harvard Strategic Opportunity Fund I LP’s interest in the joint venture. |
41
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Strategic Opportunity Fund II LP(1)
| | Hamburg | | Lindeveste | | Tahoe | | McKinney
Land | | Hawk’s Cay | | Overschiestraat | |
| | | | | | | | | | | | | |
Location | | Germany | | Netherlands | | West | | South | | South | | Netherlands | |
Type | | Multifamily | | Office | | Development | | Development | | Hotel | | Office | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 146 units | | 146,421 | | — | | — | | 175 rooms | | 79,000 | |
Date(s) of Purchase | | 04/01/06 | | 10/31/06 | | 12/07/06 | | 04/23/07 | | 02/15/07 | | 08/31/07 | |
Mortgage Financing at Date(s) of Purchase | | $ | 9,283,275 | | $ | 11,984,433 | | — | | $ | 4,320,000 | | $ | 60,463,800 | | $ | 11,083,313 | |
Cash Invested | | 2,507,583 | | 5,185,178 | | $ | 12,032,580 | | 1,669,255 | | 27,586,406 | | 4,903,291 | |
Acquisition Cost: | | | | | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 10,302,369 | | 14,554,099 | | 10,777,256 | | 4,428,000 | | 76,199,400 | | 13,178,059 | |
Other Cash Expenditures Capitalized | | 1,488,489 | | 2,615,512 | | 1,255,324 | | 1,561,255 | | 11,850,806 | | 2,808,545 | |
Total Acquisition Cost | | $ | 11,790,858 | | $ | 17,169,611 | | $ | 12,032,580 | | $ | 5,989,255 | | $ | 88,050,206 | | $ | 15,986,603 | |
(1) | Each acquisition was made through a joint venture that owns an equity interest in the owner of the underlying property. The information above reflects only Behringer Harvard Strategic Opportunity Fund II LP’s interest in the joint venture. |
42
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Multifamily REIT I, Inc.(1)
| | Grand Reserve | | The Eclipse | | Fairfield at
Baileys Crossing | | Alexan St. Rose | |
| | | | | | | | | |
Location | | South | | South | | East | | West | |
Type | | Multifamily Development | | Multifamily Development | | Multifamily Development | | Multifamily Development | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 155 units | | 330 units | | 414 units | | 430 units | |
Date(s) of Purchase | | 04/12/07 | | 04/27/07 | | 07/10/07 | | 07/20/07 | |
Mortgage Financing at Date(s) of Purchase | | — | | — | | — | | — | |
Cash Invested | | $ | 4,091,043 | | $ | 7,184,005 | | $ | 12,519,487 | | $ | 14,039,599 | |
Acquisition Cost: | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 3,937,590 | | 7,027,908 | | 12,480,394 | | 13,928,449 | |
Other Cash Expenditures Capitalized | | 153,453 | | 156,097 | | 39,093 | | 111,150 | |
Total Acquisition Cost | | $ | 4,091,043 | | $ | 7,184,005 | | $ | 12,519,487 | | $ | 14,039,599 | |
43
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Multifamily REIT I, Inc.(1) (cont’d)
| | Johns Creek
Walk | | Tower 55
Hundred | | Satori | | Fairfield at
Cameron
House | |
| | | | | | | | | |
Location | | South | | East | | South | | East | |
Type | | Multifamily Community | | Multifamily Development | | Multifamily Development | | Multifamily Development | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 210 units | | 234 units | | 279 units | | 325 units | |
Date(s) of Purchase | | 08/03/07 | | 10/11/07 | | 11/02/07 | | 12/14/07 | |
Mortgage Financing at Date(s) of Purchase | | — | | — | | — | | — | |
Cash Invested | | $ | 6,485,422 | | $ | 13,914,089 | | $ | 13,062,809 | | $ | 10,940,877 | |
Acquisition Cost: | | | | | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 5,380,229 | | 13,753,521 | | 12,948,667 | | 10,901,554 | |
Other Cash Expenditures Capitalized | | 1,105,193 | | 160,568 | | 114,142 | | 39,323 | |
Total Acquisition Cost | | $ | 6,485,422 | | $ | 13,914,089 | | $ | 13,062,809 | | $ | 10,940,877 | |
44
TABLE VI
(UNAUDITED)
ACQUISITIONS OF PROPERTIES BY PROGRAM (cont’d)
Behringer Harvard Multifamily REIT I, Inc.(1) (cont’d)
| | Alexan Prospect | | The Venue | |
| | | | | |
Location | | West | | West | |
Type | | Multifamily Development | | Multifamily Development | |
Gross Leasable Space (sq. ft.) or Number of Units and Total Sq. Ft. of Units | | 400 units | | 168 units | |
Date(s) of Purchase | | 04/30/08 | | 06/30/08 | |
Mortgage Financing at Date(s) of Purchase | | — | | — | |
Cash Invested | | $ | 10,600,978 | | $ | 5,049,700 | |
Acquisition Cost: | | | | | |
Contract Purchase Price Plus Acquisition Fee | | 10,009,290 | | 4,146,238 | |
Other Cash Expenditures Capitalized | | 591,688 | | 903,462 | |
Total Acquisition Cost | | $ | 10,600,978 | | $ | 5,049,700 | |
(1) | Behringer Harvard Multifamily REIT I, Inc. conducted a private offering from November 22, 2006 until December 28, 2007. Behringer Harvard Multifamily REIT I, Inc. is currently offering $2.475 billion of its common stock pursuant to an initial public offering which commenced on September 5, 2008. Each acquisition was made through a joint venture that owns an equity interest in, and/or that has made a mezzanine loan to, the owner of the underlying property. The information above reflects only Behringer Harvard Multifamily REIT I, Inc.’s interest in the joint venture. |
45
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 thereunto duly authorized.
| BEHRINGER HARVARD OPPORTUNITY REIT II, INC. |
| | |
| | |
Dated: July 31, 2009 | By: | /s/Gary S. Bresky |
| | Gary S. Bresky |
| | Executive Vice President and Chief Financial Officer |
