8-K 1 kbssor8k.htm FORM 8K KBS SOR 8K - Powers Ferry (FINs)







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

    

FORM 8-K
    

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2012

KBS STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
    

Maryland
000-54382
26-3842535
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)

620 Newport Center Drive, Suite 1300
Newport Beach, California 92660
(Address of principal executive offices)

Registrant's telephone number, including area code: (949) 417-6500

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








ITEM 8.01 OTHER EVENTS
The Current Report on Form 8-K is being filed by KBS Strategic Opportunity REIT, Inc. (the "Company") to present the financial statements for the acquired real property described below as well as the related pro forma financial statements for the Company. These financial statements are being filed on Form 8-K in order to be incorporated by reference into the Company's registration statements.
On September 24, 2012, the Company, through an indirect wholly owned subsidiary, acquired three office buildings containing a total of 393,502 rentable square feet located on approximately 23 acres of land in Atlanta, Georgia ("Powers Ferry Landing East"). The contractual purchase price of Powers Ferry Landing East was $17.0 million plus closing costs.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Real Estate Acquired
 
 
 
 
 
Powers Ferry Landing East
 
 
 
 
 
 
 
 
 
 
(b)
Pro Forma Financial Information
 
 
 
 
 
KBS Strategic Opportunity REIT, Inc.
 
 
 
 
 
 
F-6
 
F-8
 
F-10




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
KBS STRATEGIC OPPORTUNITY REIT, INC.
 
 
 
Dated: October 22, 2012
 
BY:
 
/s/ David E. Snyder
 
 
 
 
David E. Snyder
 
 
 
 
Chief Financial Officer
 
 
 
 
 







REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
KBS Strategic Opportunity REIT, Inc.

We have audited the accompanying statement of revenues over certain operating expenses of Powers Ferry Landing East for the year ended December 31, 2011. This statement is the responsibility of Powers Ferry Landing East’s management. Our responsibility is to express an opinion on the statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues over certain operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues over certain operating expenses. An audit also includes assessing the basis of accounting used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues over certain operating expenses. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues over certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 2, and is not intended to be a complete presentation of Powers Ferry Landing East’s revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 2 of Powers Ferry Landing East for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.


/s/ Ernst & Young LLP


Irvine, California
October 22, 2012


F-1


POWERS FERRY LANDING EAST
STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES
(in thousands)
 
 
Six Months Ended
June 30, 2012
 
Year Ended
December 31, 2011
 
 
(unaudited)
 
 
Revenues:
 
 
 
 
Rental income
 
$
1,251

 
$
2,828

Tenant reimbursements and other revenue
 
59

 
109

Total revenues
 
1,310

 
2,937

Expenses:
 
 
 
 
Utilities
 
284

 
805

Repairs and maintenance
 
202

 
523

Real estate taxes and insurance
 
276

 
613

General and administrative
 
189

 
453

Total expenses
 
951

 
2,394

Revenues over certain operating expenses
 
$
359

 
$
543


See accompanying notes.

F-2


POWERS FERRY LANDING EAST
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2011
and the Six Months Ended June 30, 2012 (unaudited)


1. DESCRIPTION OF REAL ESTATE PROPERTY
On September 24, 2012, KBS Strategic Opportunity REIT, Inc. (“KBS SOR”), through an indirect wholly owned subsidiary, acquired three office buildings containing a total of 393,502 rentable square feet located on approximately 23 acres of land in Atlanta, Georgia ("Powers Ferry Landing East") from JPMCC 2006-LDP7 Powers Ferry Road Limited Partnership (the “Seller”). The seller is not affiliated with KBS SOR or KBS Capital Advisors LLC, KBS SOR's external advisor. The contractual purchase price of Powers Ferry Landing East was $17.0 million plus closing costs.
KBS SOR is a Maryland corporation formed to invest in and manage a diverse portfolio of real estate-related loans, opportunistic real estate, real estate-related debt securities and other real estate-related investments.    
2. BASIS OF PRESENTATION
The accompanying statements of revenues over certain operating expenses have been prepared to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”).
Powers Ferry Landing East is not a legal entity and the accompanying statements of revenues over certain operating expenses are not representative of the actual operations for the periods presented, as certain revenues and expenses have been excluded that may not be comparable to the revenues and expenses the Company expects to incur in the future operations of Powers Ferry Landing East. Excluded items include interest, depreciation and amortization, and general and administrative costs not directly comparable to the future operations of Powers Ferry Landing East.
The accompanying unaudited statement of revenues over certain operating expenses has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 8-K and Article 3-14 of Regulation S-X. Accordingly, the unaudited statement of revenues over certain operating expenses does not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the statement of revenues over certain operating expenses for the unaudited interim period presented includes all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such period. Operating results for the six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
An audited statement of revenues over certain operating expenses is being presented for the most recent fiscal year available instead of the three most recent years based on the following factors: (i) Powers Ferry Landing East was acquired from an unaffiliated party and (ii) based on due diligence of Powers Ferry Landing East by KBS SOR, management is not aware of any material factors relating to Powers Ferry Landing East that would cause this financial information not to be indicative of future operating results.
Square footage, acreage, occupancy and other measures used to describe real estate included in these notes to the statements of revenues over certain operating expenses are presented on an unaudited basis.
3. SIGNIFICANT ACCOUNTING POLICIES
Rental Revenues
Minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, is recognized on a straight-line basis over the term of the related lease and amounts expected to be received in later years are recorded as deferred rent. The adjustment to record deferred rent decreased rental revenue by $0.3 million for the year ended December 31, 2011 and decreased rental revenue by $0.1 million for the six months ended June 30, 2012 (unaudited), respectively.

F-3


POWERS FERRY LANDING EAST
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES (CONTINUED)
For the Year Ended December 31, 2011
and the Six Months Ended June 30, 2012 (unaudited)

Use of Estimates
The preparation of financial statements, as described in Note 2 and in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
4. DESCRIPTION OF LEASING ARRANGEMENTS
As of December 31, 2011, Powers Ferry Landing East was 37% leased by 22 tenants. For the year ended December 31, 2011, Powers Ferry Landing East earned approximately 29% of its rental income from a tenant in the education services industry and a tenant in the real estate industry.
The tenant in the educational services industry occupies 25,779 rentable square feet, or approximately 7% of the total rentable square feet. Its lease expires on February 28, 2013, with one five-year extension option. For the year ended December 31, 2011, Powers Ferry Landing East earned 16% of its rental income from this tenant.
The tenant in the real estate industry occupies 16,439 rentable square feet, or approximately 4% of the total rentable square feet. Its lease expired on April 30, 2012. For the year ended December 31, 2011, Powers Ferry Landing East earned 13% of its rental income from this tenant.
No other tenant leases represented more than 10% of rental income for the year ended December 31, 2011.
5. FUTURE MINIMUM RENTAL COMMITMENTS
As of December 31, 2011, the future minimum rental receipts due under non-cancelable operating leases for the years ending December 31 were as follows (in thousands):
2012
$
2,563

2013
1,403

2014
848

2015
242

2016
221

Thereafter
184

 
$
5,461

6. COMMITMENTS AND CONTINGENCIES
Tenant Lease Termination Options
Certain tenants have lease termination options built into their leases, which are subject to termination fees. In the event that a tenant does exercise its option to terminate its lease early and the terminated space is not subsequently leased out, the total amount of future minimum rent received by Powers Ferry Landing East will be reduced.
Environmental
Powers Ferry Landing East is subject to various environmental laws of federal, state and local governments. Compliance with existing environmental laws is not expected to have a material adverse effect on the Powers Ferry Landing East’s financial condition and results of operations as of December 31, 2011.
7. SUBSEQUENT EVENTS
KBS SOR evaluates subsequent events up until the date the statements of revenues over certain operating expenses are issued. The accompanying statements of revenues over certain operating expenses were issued on October 22, 2012.

F-4



KBS STRATEGIC OPPORTUNITY REIT, INC.
SUMMARY OF UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following pro forma information should be read in conjunction with the consolidated balance sheets of KBS Strategic Opportunity REIT, Inc. (“KBS SOR”) as of December 31, 2011 and June 30, 2012, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2011 and for the three and six months ended June 30, 2012, and the notes thereto. The consolidated financial statements of KBS SOR as of and for the year ended December 31, 2011 and the consolidated financial statements as of and for the three and six months ended June 30, 2012 have been included in KBS SOR’s prior filings with the SEC. In addition, this pro forma information should be read in conjunction with the statements of revenues over certain operating expenses and the notes thereto of the Bellevue Technology Center, which have been filed with the SEC on September 26, 2012, and the statements of revenues over certain operating expenses and the notes thereto of Powers Ferry Landing East, which are included herein.
The unaudited pro forma balance sheet as of June 30, 2012 has been prepared to give effect to the acquisitions of the Bellevue Technology Center and Powers Ferry Landing East as if the acquisitions occurred on June 30, 2012.
The unaudited pro forma statements of operations for the six months ended June 30, 2012 and for the year ended December 31, 2011 have been prepared to give effect to the acquisitions of the Bellevue Technology Center and Powers Ferry Landing East, as if these acquisitions occurred on January 1, 2011.
These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisitions of the Bellevue Technology Center and Powers Ferry Landing East been consummated as of January 1, 2011. In addition, the pro forma balance sheet includes pro forma preliminary estimates of the fair value of the assets and liabilities acquired in connection with the acquisition. These preliminary estimates may be adjusted in the future upon finalization of the purchase accounting.


F-5


KBS STRATEGIC OPPORTUNITY REIT, INC.
UNAUDITED PRO FORMA BALANCE SHEET
As of June 30, 2012
(in thousands, except share and per share amounts)

 
 
KBS Strategic Opportunity REIT Historical (a)
 
Pro Forma Adjustments
 
 
Pro Forma Total
 
 
 
Bellevue Technology Center (b)
 
Powers Ferry Landing East (c)
 
 
Assets
 
 
 
 
 
 
 
 
 
Real estate, net
 
$
105,276

 
$
77,917

(d)
$
16,567

(d)
 
$
199,760

Real estate loan receivable, net
 
35,700

 

 

 
 
35,700

Real estate securities ($27.7 million pledged under repurchase agreements)
 
36,305

 

 

 
 
36,305

Total real estate and real estate-related investments, net
 
177,281

 
77,917

 
16,567

 
 
271,765

Cash and cash equivalents
 
136,085

 
(78,575
)
(b)
(16,969
)
(c)
 
40,541

Investment in unconsolidated joint venture
 
8,000

 

 

 
 
8,000

Rents and other receivables, net
 
1,460

 

 

 
 
1,460

Above-market leases, net
 
2,218

 
658

(d)
408

(d)
 
3,284

Prepaid expenses and other assets
 
3,356

 

 

 
 
3,356

Total assets
 
$
328,400

 
$

 
$
6

 
 
$
328,406

Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
Notes payable and repurchase agreements:
 
 
 
 
 
 
 
 
 
Notes payable
 
$
30,618

 
$

 
$

 
 
$
30,618

Repurchase agreements on real estate securities
 
18,177

 

 

 
 
18,177

Total notes payable and repurchase agreements
 
48,795

 

 

 
 
48,795

Accounts payable and accrued liabilities
 
3,055

 

 

 
 
3,055

Due to affiliates
 
80

 

 

 
 
80

Below-market leases, net
 
368

 

 
6

(d)
 
374

Security deposits and other liabilities
 
1,280

 

 

 
 
1,280

Total liabilities
 
53,578

 

 
6

 
 
53,584

Commitments and contingencies
 
 
 
 
 
 
 
 
 
Redeemable common stock
 
5,809

 

 

 
 
5,809

Equity
 
 
 
 
 
 
 
 
 
KBS Strategic Opportunity REIT, Inc. stockholders’ equity
 
 
 
 
 
 
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding
 

 

 

 
 

Common stock, $.01 par value; 1,000,000,000 shares authorized, 31,956,213 shares issued and outstanding, 31,956,213 pro forma shares
 
320

 

 

 
 
320

Additional paid-in capital
 
274,691

 

 

 
 
274,691

Cumulative distributions and net losses
 
(20,685
)
 

 

 
 
(20,685
)
Accumulated other comprehensive gain
 
114

 

 

 
 
114

Total KBS Strategic Opportunity REIT, Inc. stockholders’ equity
 
254,440

 

 

 
 
254,440

Noncontrolling interests
 
14,573

 

 

 
 
14,573

Total equity
 
269,013

 

 

 
 
269,013

Total liabilities and stockholders’ equity
 
$
328,400

 
$

 
$
6

 
 
$
328,406



F-6


KBS STRATEGIC OPPORTUNITY REIT, INC.
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
As of June 30, 2012

(a)
Historical financial information derived from KBS SOR’s Quarterly Report on Form 10-Q as of June 30, 2012.
(b)
Represents the acquisition of the Bellevue Technology Center. The purchase price (net of closing credits) of the Bellevue Technology Center was $78.6 million. This amount was funded from cash available from proceeds, net of offering costs, from KBS SOR’s initial public offering through the acquisition date.
(c)
Represents the acquisition of Powers Ferry Landing East. The purchase price (net of closing credits) of Powers Ferry Landing East was $17.0 million. This amount was funded from cash available from proceeds, net of offering costs, from KBS SOR’s initial public offering through the acquisition date.
(d)
KBS SOR determined the cost of tangible assets, identifiable intangibles and assumed liabilities (consisting of above and below-market leases and tenant origination and absorption costs) acquired in the business combination based on their estimated fair values. The purchase accounting for these acquisitions is preliminary and subject to change.

F-7


KBS STRATEGIC OPPORTUNITY REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2012
(in thousands, except share and per share amounts)

 
 
KBS Strategic Opportunity REIT Historical (a)
 
Pro Forma Adjustments
 
 
 
 
 
 
Bellevue Technology Center
 
Powers Ferry Landing East
 
 
Pro Forma Total
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
 
$
5,631

 
$
2,100

(b) (c)
$
1,298

(b)
 
$
9,029

Tenant reimbursements
 
540

 
632

(d)
59

(d)
 
1,231

Interest income from real estate securities
 
669

 

 

 
 
669

Other operating income
 
52

 
60

(e)

(e)
 
112

Total revenues
 
6,892

 
2,792

 
1,357

 
 
11,041

Expenses:
 
 
 
 
 
 
 
 
 
Operating, maintenance, and management
 
3,103

 
1,043

(f)
675

(f)
 
4,821

Real estate taxes and insurance
 
1,185

 
362

(g)
276

(g)
 
1,823

Asset management fees to affiliate
 
638

 
296

(h)
64

(h)
 
998

Real estate acquisition fee to affiliate
 
80

 

 

 
 
80

General and administrative expenses
 
1,863

 

 

 
 
1,863

Depreciation and amortization
 
3,411

 
1,229

(i)
483

(i)
 
5,123

Interest expense
 
1,347

 

 

 
 
1,347

Total expenses
 
11,627

 
2,930

 
1,498

 
 
16,055

Other income:
 
 
 
 
 
 
 
 
 
Other interest income
 
46

 

 

 
 
46

Gain from extinguishment of debt
 
581

 

 

 
 
581

Total other income
 
627

 

 

 
 
627

Loss from continuing operations
 
(4,108
)
 
(138
)
 
(141
)
 
 
(4,387
)
Discontinued operations:
 
 
 
 
 
 
 
 
 
Gain on sale of real estate, net
 
595

 

 

 
 
595

Total income from discontinued operations
 
595

 

 

 
 
595

Net loss
 
(3,513
)
 
(138
)
 
(141
)
 
 
(3,792
)
Net loss attributable to noncontrolling interests
 
21

 

 

 
 
21

Net loss attributable to common stockholders
 
$
(3,492
)
 
$
(138
)
 
$
(141
)
 
 
$
(3,771
)
Basic and diluted income (loss) per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
 
(0.15
)
 
 
 
 
 
 
(0.14
)
Discontinued operations
 
0.02

 
 
 
 
 
 
0.02

Net loss per common share
 
$
(0.13
)
 

 
 
 
 
$
(0.12
)
Weighted-average number of common shares outstanding, basic and diluted
 
26,586,148

 
 
 
 
 
 
31,956,213





F-8


KBS STRATEGIC OPPORTUNITY REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2012



(a)
Historical financial information derived from KBS SOR’s Quarterly Report on Form 10-Q for the six months ended June 30, 2012.
(b)
Represents base rental income (not reflected in the historical statement of operations of KBS SOR), including amortization of above-market lease assets and below-market lease liabilities, for the six months ended June 30, 2012. Base rent is recognized on a straight-line basis beginning on the pro forma acquisition date of January 1, 2011. Above-market lease assets and below-market lease liabilities are amortized over the remaining non-cancelable terms of the respective lease, including any below-market renewal periods.
(c)
The seller of the Bellevue Technology Center entered into an agreement to lease 67,378 rentable square feet as of the date of acquisition. The pro forma adjustment assumes the same lease was entered into on the pro forma acquisition date of January 1, 2011.
(d)
Represents operating cost reimbursements from tenants (not reflected in the historical statement of operations of KBS SOR) for the six months ended June 30, 2012, based on historical operations of the previous owners.
(e)
Represents other operating income from tenants (not reflected in the historical statement of operations of KBS SOR) for the six months ended June 30, 2012, based on historical operations of the previous owners.
(f)
Represents operating expenses (not reflected in the historical statement of operations of KBS SOR) for the six months ended June 30, 2012, based on historical operations of the previous owners.
(g)
Represents real estate taxes and insurance expense (not reflected in the historical statement of operations of KBS SOR) for the six months ended June 30, 2012 based on historical operations of the previous owners.
(h)
Represents asset management fees (not reflected in the historical statement of operations of KBS SOR) for the six months ended June 30, 2012 that would have been due to affiliates of KBS SOR had the asset been acquired on January 1, 2011. With respect to investments in real property, the asset management fee is a monthly fee paid to KBS SOR's advisor equal to one-twelfth of 0.75% of the amount paid to acquire the investment. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition expenses related thereto, but excludes acquisition fees payable to KBS SOR's advisor.
(i)
Represents depreciation and amortization expense (not reflected in the historical statement of operations of KBS SOR) for the six months ended June 30, 2012. Depreciation expense on the purchase price of buildings is recognized using the straight-line method and a 39-year life. Depreciation expense on the purchase price of tenant improvements is recognized using the straight-line method over the shorter of the life of the lease or the expected useful life. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease, including any below-market renewal periods.




F-9


KBS STRATEGIC OPPORTUNITY REIT, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(in thousands, except share and per share amounts)

 
 
KBS Strategic Opportunity REIT Historical (a)
 
Pro Forma Adjustment
 
 
Pro Forma Total
 
 
 
Bellevue Technology Center
 
Powers Ferry Landing East
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
 
$
3,595

 
$
4,545

(b) (c)
$
2,967

(b)
 
$
11,107

Tenant reimbursements
 
276

 
1,358

(d)
109

(d)
 
1,743

Interest income from real estate loans receivable
 
311

 

 

 
 
311

Interest income from real estate securities
 
53

 

 

 
 
53

Other operating income
 
43

 
127

(e)

(e)
 
170

Total revenues
 
4,278

 
6,030

 
3,076

 
 
13,384

Expenses:
 
 
 
 
 
 
 
 
 
Operating, maintenance, and management
 
2,957

 
2,247

(f)
1,781

(f)
 
6,985

Real estate taxes and insurance
 
888

 
719

(g)
613

(g)
 
2,220

Asset management fees to affiliate
 
328

 
592

(h)
128

(h)
 
1,048

Real estate acquisition fees and expenses
 
1,139

 

 

 
 
1,139

Real estate acquisition fees and expenses to affiliate
 
460

 

 

 
 
460

Costs related to foreclosure of loans receivable
 
901

 

 

 
 
901

General and administrative expenses
 
2,005

 

 

 
 
2,005

Depreciation and amortization
 
3,203

 
2,359

(i)
782

(i)
 
6,344

Interest expense
 
313

 

 

 
 
313

Total expenses
 
12,194

 
5,917

 
3,304

 
 
21,415

Other income:
 
 
 
 
 
 
 
 
 
Other interest income
 
117

 

 

 
 
117

Net (loss) income
 
(7,799
)
 
113

 
(228
)
 
 
(7,914
)
Net loss attributable to noncontrolling interests
 
218

 

 

 
 
218

Net (loss) income attributable to common stockholders
 
$
(7,581
)
 
$
113

 
$
(228
)
 
 
$
(7,696
)
Net loss per common share, basic and diluted
 
$
(0.66
)
 
 
 
 
 
 
$
(0.35
)
Weighted-average number of common shares outstanding, basic and diluted
 
11,432,823

 
 
 
 
 
 
22,215,985






F-10


KBS STRATEGIC OPPORTUNITY REIT, INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011

(a)
Historical financial information derived from KBS SOR’s Annual Report on Form 10-K for the year ended December 31, 2011.
(b)
Represents base rental income (not reflected in the historical statement of operations of KBS SOR), including amortization of above-market lease assets and below-market lease liabilities, for the year ended December 31, 2011. Base rent is recognized on a straight-line basis beginning on the pro forma acquisition date of January 1, 2011. Above-market lease assets and below-market lease liabilities are amortized over the remaining non-cancelable terms of the respective lease, including any below-market renewal periods.
(c)
The seller of the Bellevue Technology Center entered into an agreement to lease 67,378 rentable square feet as of the date of acquisition. The pro forma adjustment assumes the same lease was entered into on the pro forma acquisition date of January 1, 2011.
(d)
Represents operating cost reimbursements from tenants (not reflected in the historical statement of operations of KBS SOR) for the year ended December 31, 2011, based on historical operations of the previous owners.
(e)
Represents other operating income from tenants (not reflected in the historical statement of operations of KBS SOR) for the year ended December 31, 2011, based on historical operations of the previous owners.
(f)
Represents operating expenses (not reflected in the historical statement of operations of KBS SOR) for the year ended December 31, 2011, based on historical operations of the previous owners.
(g)
Represents real estate taxes and insurance expense incurred (not reflected in the historical statement of operations of KBS SOR) for the year ended December 31, 2011 based on historical operations of the previous owners.
(h)
Represents asset management fees (not reflected in the historical statement of operations of KBS SOR) for the year ended December 31, 2011 that would have been due to affiliates of KBS SOR had the asset been acquired on January 1, 2011. With respect to investments in real property, the asset management fee is a monthly fee equal to one-twelfth of 0.75% of the amount paid to acquire the investment. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition expenses related thereto, but excludes acquisition fees payable to KBS SOR's advisor.
(i)
Represents depreciation and amortization expense (not reflected in the historical statement of operations of KBS SOR) for the year ended December 31, 2011. Depreciation expense on the purchase price of buildings is recognized using the straight-line method and a 39-year life. Depreciation expense on the purchase price of tenant improvements is recognized using the straight-line method over the shorter of the life of the lease or the expected useful life. Amortization expense on lease intangible costs is recognized using the straight-line method over the life of the lease, including any below-market renewal periods.


F-11