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Business
12 Months Ended
Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business
Business
Behringer Harvard Opportunity REIT I, Inc. (which may be referred to as the “Company,” “we,” “us,” or “our”) was incorporated in November 2004 as a Maryland corporation and has elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes.
We operate commercial real estate and real estate-related assets located in and outside the United States. With our opportunistic and value-add investment strategy, we have focused generally on acquiring properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment, or repositioning, or those located in markets and submarkets with higher volatility, lower barriers to entry, and high growth potential. We have acquired a wide variety of properties, including office, retail, hospitality, recreation and leisure, multifamily, industrial, and other properties.  We have purchased existing and newly constructed properties and properties under development or construction. As of December 31, 2016, we wholly owned two properties and consolidated three properties through investments in joint ventures. In addition, we have a noncontrolling, unconsolidated ownership interest in a joint venture consisting of 17 properties that is accounted for using the equity method. Our investment properties are located in Colorado, Missouri, Texas, and the Commonwealth of The Bahamas; and our equity method investment properties are located in the Czech Republic and Poland.
Substantially all of our business is conducted through Behringer Harvard Opportunity OP I, LP, a Texas limited partnership organized in November 2004 (the “Operating Partnership”), or its subsidiaries. Our wholly owned subsidiary, BHO, Inc., a Delaware corporation, owns less than a 0.1% interest in the Operating Partnership as its sole general partner. The remaining interest of the Operating Partnership is held as a limited partnership interest by our wholly owned subsidiary, BHO Business Trust, a Maryland business trust.
Our business has been managed by an external advisor since the commencement of our initial public offering and we have no employees. From September 20, 2005 through February 10, 2017, an affiliate of Stratera Holdings, LLC (formerly known as Behringer Harvard Holdings, LLC) (“Behringer”) acted as our external advisor (the “Behringer Advisor”). On February 10, 2017, we engaged an affiliate of the Lightstone Group (“Lightstone”), LSG-BH I Advisor LLC (the “Advisor”), to provide advisory services to us. The external advisor is responsible for managing our day-to-day affairs and for services related to the sale of our assets.
On August 26, 2016, in connection with an evaluation of strategic alternatives available to us and the possible execution of a liquidity event, our board of directors unanimously approved a plan for the sale of all of our assets and our dissolution (the “Plan of Liquidation”) and recommended that the Plan of Liquidation be submitted to our stockholders for approval. On January 30, 2017, our stockholders approved the Plan of Liquidation.
Pursuant to the Plan of Liquidation, we expect to make liquidating distribution payments to our stockholders after we sell all of our assets, pay all of our known liabilities, and provide for unknown liabilities. We expect to complete these activities within 24 months of the adoption of the Plan of Liquidation. We can give no assurances regarding the timing of asset dispositions in connection with the implementation of the Plan of Liquidation, the sales prices we will receive for our assets and the amount or timing of any liquidating distributions.
Presentation of Financial Statements and Going Concern
Our financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business as we proceed through our disposition phase. As is usual for opportunity-style real estate investment programs, we are structured as a finite-life entity. As discussed above, our board of directors unanimously approved a plan for the sale of all of our assets and our dissolution pursuant to the terms of the Plan of Liquidation. The Plan of Liquidation was approved by our stockholders on January 30, 2017. Under the Plan of Liquidation we expect to sell all of our assets, pay all of our known liabilities, provide for unknown liabilities, and distribute the net proceeds from liquidation to our stockholders. There can be no assurances regarding the amounts or timing of any liquidating distributions. We have experienced significant losses and may generate negative cash flows as mortgage note obligations and expenses exceed revenues. Our ability to execute our Plan of Liquidation is dependent upon our ability to sell real estate investments, to pay or retire debt as it matures if extensions or new financings are unavailable, and to fund certain ongoing costs of our Company, including our development and operating properties.
As a result of the approval of the Plan of Liquidation, we anticipate changing our basis of accounting from the going concern basis to liquidation basis of accounting. Under liquidation basis of accounting, all of our assets must be stated at their estimated net realizable values, which is the amount expected to be collected in settling or disposing the assets.
While we project having available cash to distribute to stockholders after all asset sales are completed, we are subject to outside forces beyond our control when completing the sales of our properties, some of which are more difficult to market and all of which are at various stages of disposition. As substantially all of our debt matures in the next twelve months, in the absence of completing the disposals, we would be forced to find short term financing options which, at this time, we have not sought out and which may be difficult to obtain given the announced liquidation of the Company.
Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. Based upon our financial analysis, management believes that conditions and events raise substantial doubt about the Company’s ability to continue as a going concern due to the uncertainty associated with timing of disposals and/or refinancing of its assets.