EX-99.1 2 pacificoaksorbviq32022finsa.htm EX-99.1 Document

Exhibit 99.1

This English translation is for convenience purposes only. This is not an official translation and is not
binding. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the original Hebrew version. In the event of any discrepancy between the Hebrew version and this translation, the Hebrew version shall prevail.




PACIFIC OAK SOR (BVI) HOLDINGS, LTD.


INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2022

UNAUDITED

U.S. DOLLARS IN THOUSANDS

INDEX
Page
Consolidated Statements of Financial Position
2
Consolidated Statements of Profit or Loss
3
Consolidated Statements of Equity
4-6
Consolidated Statements of Cash Flows
6-7
Condensed Notes to Interim Consolidated Financial Statements
8-16

- - - - - - - - - - - - - - - - - - -




PACIFIC OAK SOR (BVI) HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
September 30,December 31,
202220212021
UnauditedAudited
U.S. dollars in thousands
ASSETS
CURRENT ASSETS
Cash and cash equivalents$83,876$137,726$83,215
Financial assets at fair value through profit or loss63,78396,403112,096
Rents and other receivables, net3,3575,6765,493
Prepaid expenses and other assets6,5304,9224,575
Due from affiliate31— 7,039
Restricted cash5,8064,2132,446
163,383248,940214,864
NON-CURRENT ASSETS
Investment properties1,783,9281,506,8511,524,989
Property plant and equipment - hotels, net42,039133,993133,512
Goodwill5,43613,53413,534
Investment in joint ventures177,754204,092208,879
Restricted cash51,51923,98818,812
2,060,6761,882,4581,899,726
Total assets$2,224,059$2,131,398$2,114,590
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Notes payable, net$217,025$317,706$223,350
Debentures, net98,950
Accounts payable and accrued liabilities25,72621,23422,666
Due to affiliates3,4282,3272,079
Other liabilities12,22527,99825,756
Lease obligation360360360
Series A and B Cumulative Convertible Redeemable Preferred Stock15,23315,23315,233
273,997483,808289,444
LONG-TERM LIABILITIES
Notes payable, net515,649433,357516,826
Debentures, net310,184173,765258,773
Lease obligation9,0658,9799,000
Rental security deposits6,0296,0375,895
Other liabilities17,000
857,927622,138790,494
Total liabilities1,131,9241,105,9461,079,938
EQUITY
Owner's net equity1,079,833993,8701,008,076
Non-controlling interests12,30231,58226,576
Total equity1,092,1351,025,4521,034,652
Total liabilities and equity$2,224,059$2,131,398$2,114,590

The accompanying notes are an integral part of the interim consolidated financial statements.
2


PACIFIC OAK SOR (BVI) HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Nine months ended September 30,Three months ended September 30,Year ended
December 31,
20222021202220212021
UnauditedAudited
U.S. dollars in thousands
Revenues and other income:
Rental income$83,280 $88,114 $29,570 $27,593 $115,037 
Tenant reimbursements8,935 9,603 2,731 2,898 12,323 
Hotel revenues27,952 24,578 9,181 12,154 30,806 
Other operating income1,208 1,547 391 374 1,937 
Total revenues and other income121,375 123,842 41,873 43,019 160,103 
Expenses:
Operating, maintenance, and management fees(34,503)(33,963)(13,059)(11,492)(45,833)
Real estate taxes and insurance(15,753)(15,950)(5,650)(5,262)(20,768)
Hotel expenses(17,480)(15,715)(5,371)(6,484)(20,990)
Total expenses(67,736)(65,628)(24,080)(23,238)(87,591)
Gross profit53,639 58,214 17,793 19,781 72,512 
Fair value adjustment of investment properties, net103,865 77,496 76,411 84,318 87,999 
Depreciation(1,899)(2,313)(312)(788)(3,102)
Equity in loss of unconsolidated joint ventures(3,388)(16,648)(20,535)(13,646)(17,631)
Asset management fees to affiliate(9,945)(10,802)(3,630)(3,422)(14,012)
Impairment charges on goodwill(8,098)(2,808)(8,098)(2,808)(2,808)
Impairment charges on property plant and equipment(2,546)— (2,546)— — 
General and administrative expenses(4,277)(3,668)(1,364)(1,534)(4,777)
Operating profit127,351 99,471 57,719 81,901 118,181 
Transaction and related costs(108)(208)— (208)(397)
Finance income156 149 62 55 194 
Finance (loss) income from financial assets at fair value through profit or (loss)(42,995)19,632 (18,579)574 38,289 
Finance expenses(34,410)(31,355)(13,349)(10,283)(41,422)
Loss on sale of property plant and equipment— — — — — 
Gain (loss) on extinguishment of debt2,367 1,365 — 1,352 (4,757)
Foreign currency transaction adjustments, net37,100 568 6,003 (2,271)(7,445)
Net income$89,461 $89,622 $31,856 $71,120 $102,643 
Net income attributable to owner$91,757 $94,100 $37,108 $74,813 $106,863 
Net loss attributable to non-controlling interests(2,296)(4,478)(5,252)(3,693)(4,220)
Net income$89,461 $89,622 $31,856 $71,120 $102,643 
Total comprehensive income$89,461 $89,622 $31,856 $71,120 $102,643 

The accompanying notes are an integral part of the interim consolidated financial statements.


3


PACIFIC OAK SOR (BVI) HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF EQUITY
Owner contributions (distributions)Retained earningsPaid-in Capital resulting from transactions with non-controlling interestsOwner's net equityNon-controlling interestsTotal equity
Unaudited
U.S. dollars in thousands
Balance at January 1, 2022$693,554 $271,448 $43,074 $1,008,076 $26,576 $1,034,652 
Net income (loss)— 91,757 — 91,757 (2,296)89,461 
Total comprehensive income (loss)— 91,757 — 91,757 (2,296)89,461 
Distribution declared to Owner— (20,000)— (20,000)— (20,000)
Reclassification of redeemable non-controlling interest to liability— — — — (6,687)(6,687)
Non-controlling interest contribution— — — — 1,569 1,569 
Non-controlling interest distribution— — — — (6,860)(6,860)
Balance at September 30, 2022
$693,554 $343,205 $43,074 $1,079,833 $12,302 $1,092,135 

Owner contributions (distributions)Retained earningsPaid-in Capital resulting from transactions with non-controlling interestsOwner's net equityNon-controlling interestsTotal equity
Unaudited
U.S. dollars in thousands
Balance at January 1, 2021$693,554 $194,585 $41,631 $929,770 $35,877 $965,647 
Net income (loss)— 94,100 — 94,100 (4,478)89,622 
Total comprehensive income (loss)— 94,100 — 94,100 (4,478)89,622 
Distributions to Owner— (30,000)— (30,000)— (30,000)
Non-controlling interest contributions
— — — — 183 183 
Balance at September 30, 2021$693,554 $258,685 $41,631 $993,870 $31,582 $1,025,452 

Owner contributions (distributions)Retained earningsPaid-in Capital resulting from transactions with non-controlling interestsOwner's net equityNon-controlling interestsTotal equity
Unaudited
U.S. dollars in thousands
Balance at July 1, 2022$693,554 $306,097 $43,074 $1,042,725 $22,814 $1,065,539 
Net income (loss)— 37,108 — 37,108 (5,252)31,856 
Total comprehensive income (loss)— 37,108 — 37,108 (5,252)31,856 
Non-controlling interest contribution— — — — 1,569 1,569 
Non-controlling interest distributions— — — — (6,829)(6,829)
Balance at September 30, 2022
$693,554 $343,205 $43,074 $1,079,833 $12,302 $1,092,135 

The accompanying notes are an integral part of the interim consolidated financial statements.






4


PACIFIC OAK SOR (BVI) HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF EQUITY
Owner contributions (distributions)Retained earningsPaid-in Capital resulting from transactions with non-controlling interestsOwner's net equityNon-controlling interestsTotal equity
Unaudited
U.S. dollars in thousands
Balance at July 1, 2021$693,554 $213,872 $41,631 $949,057 $35,255 $984,312 
Net (loss) income— 74,813 — 74,813 (3,693)71,120 
Total comprehensive (loss) income— 74,813 — 74,813 (3,693)71,120 
Distributions to Owner— (30,000)— (30,000)— (30,000)
Non-controlling interest contributions
— — — — 20 20 
Balance at September 30, 2021$693,554 $258,685 $41,631 $993,870 $31,582 $1,025,452 

Owner contributions (distributions)Retained earningsPaid-in Capital resulting from transactions with non-controlling interestsOwner's net equityNon-controlling interestsTotal equity
Audited
U.S. dollars in thousands
Balance at January 1, 2021$693,554 $194,585 $41,631 $929,770 $35,877 $965,647 
Net income (loss)— 106,863 — 106,863 (4,220)102,643 
Total comprehensive income (loss)— 106,863 — 106,863 (4,220)102,643 
Distribution to Owner— (30,000)— (30,000)— (30,000)
Non-controlling interests contributions— — — — 183 183 
Non-controlling interests buyout— — 1,443 1,443 (5,264)(3,821)
Balance at December 31, 2021$693,554 $271,448 $43,074 $1,008,076 $26,576 $1,034,652 

The accompanying notes are an integral part of the interim consolidated financial statements.

5


PACIFIC OAK SOR (BVI) HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30,Three months ended September 30,Year ended December 31,
20222021202220212021
UnauditedAudited
U.S. dollars in thousands
Cash Flows from Operating Activities:
Net income
$89,461 $89,622 $31,856 $71,120 $102,643 
Adjustments to reconcile net income to net cash provided by operating activities:
          Equity in loss of unconsolidated joint ventures3,388 16,648 20,535 13,646 17,631 
Fair value adjustment on investment properties, net
(103,866)(77,496)(76,411)(84,318)(87,999)
Depreciation1,899 2,313 312 788 3,102 
Impairment charges on property plant and equipment2,546 — 2,546 — — 
Impairment charges on goodwill8,098 2,808 8,098 2,808 2,808 
Transaction and related costs
108 — — — 397 
(Gain) loss on extinguishment of debt
(2,367)(1,365)— (1,352)4,757 
Deferred rent
(2,095)(1,770)(594)(392)(2,230)
Credit loss on financial assets
1,939 2,521 712 824 3,317 
Financing expense
34,410 31,355 13,349 10,283 41,422 
Financing income
(156)(149)(62)(55)(194)
Finance loss (income) from financial assets at fair value through profit or loss
42,995 (19,632)18,579 (574)(38,289)
Foreign currency transaction (gain) loss, net
(37,100)(568)(6,003)2,271 7,445 
39,26044,28712,91715,04954,810 
Changes in assets and liabilities:
Restricted cash
(19,979)(3,603)(16,291)(2,329)(885)
Rents and other receivables
(2,109)(1,680)1,832 (297)(80)
Prepaid expenses and other assets
196 (1,421)(396)(1,356)(1,068)
Accounts payable and accrued liabilities
5,864 932 5,169 2,363 (646)
Rental security deposits
134 318 (28)(773)176 
Due to affiliates1,201 (754)(2,552)850 (966)
Other liabilities
(5,616)(802)(3,400)(280)635 
Lease incentive additions
178 983 51 83 1,014 
(20,131)(6,027)(15,615)(1,739)(1,820)
Net cash provided by (used in) operating activities19,129 38,260 (2,698)13,310 52,990 
Cash Flows from Investing Activities:
Acquisitions of investment properties(6,691)(4,117)(6,691)— (4,818)
Improvements to investment properties(21,737)(14,832)(10,384)(5,576)(21,705)
Proceeds from sales of investment properties, net9,747 195,091 219 145,429 194,711 
Proceeds from sale of property plant and equipment88,361 — 88,361 — — 
Additions to property plant and equipment - hotels(704)(44)(615)(11)(352)
Cash received upon consolidation of PORT II1,473 — 1,473 — — 
Investment in unconsolidated joint venture, net(23,318)(4,769)(1,387)(743)(10,555)
Proceeds from the sale of investments in financial assets at fair value through profit or loss, net
— 14,439 — — 14,439 
Purchase of interest rate cap(506)(18)— — (18)
Proceeds from disposition of foreign currency collars— — — — 1,198 
Finance income received155 150 61 55 193 
Dividend income received from financial assets at fair value through profit or loss7,525 6,876 2,451 3,188 7,629 
Funding for development obligations(6,407)— (2,382)— (4,427)
Proceeds from advances due from affiliates, net7,008 — 1,761 — (7,039)
Restricted cash used (deposited) for capital expenditures, net2,180 (4,067)872 (15)— 
Net cash provided by investing activities57,086 188,709 73,739 142,327 169,256 

The accompanying notes are an integral part of the interim consolidated financial statements.

6


PACIFIC OAK SOR (BVI) HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30,Three months ended September 30,Year ended December 31,
20222021202220212021
UnauditedAudited
U.S. dollars in thousands
Cash Flows from Financing Activities:
Proceeds from debentures, notes and bonds payable$191,667 $157,246 $46,563 $— $358,931 
Principal payments on notes and bond payable(190,517)(233,964)(119,832)(102,292)(473,133)
Payments of deferred financing costs(4,686)(2,745)(1,857)(612)(8,463)
Interest paid(31,159)(29,797)(15,038)(11,829)(35,066)
(Contribution) release of restricted cash for debt service obligations(2,500)(358)20,417 — 943 
Non-controlling interests distributions, net(8,847)183 (8,816)20 183 
Non-controlling interests buyout(6,687)— (6,687)— (3,819)
Dividends to Owner(20,000)(41,758)— (30,000)(41,758)
Proceeds from notes payable from others, net— 2,367 — — 2,367 
Net cash used in financing activities(72,729)(148,826)(85,250)(144,713)(199,815)
Effect of exchange rate changes on cash and cash equivalents(2,825)196 (354)420 1,397 
Net increase (decrease) in cash and cash equivalents661 78,339 (14,563)11,344 23,828 
Cash and cash equivalents, beginning of period83,215 59,387 98,439 126,382 59,387 
Cash and cash equivalents, end of period$83,876 $137,726 $83,876 $137,726 $83,215 
Supplemental Disclosure of Noncash Activities:
Accrual improvements to real estate
$6,389 $1,721 $6,389 $1,721 $2,660 
Assets and liabilities assumed or eliminated in connection with the PORT II consolidation
Investment property$135,030 $— $135,030 $— $— 
Restricted cash361 361 
Prepaid expenses and other assets639 — 639 — — 
Notes payable(82,646)— (82,646)— — 
Accounts payable and accrued liabilities(1,030)— (1,030)— — 
Other liabilities(1,499)— (1,499)— — 
Due to affiliates(148)— (148)— — 
Non-controlling interest(1,125)— (1,125)— — 
Investment in joint ventures(51,055)— (51,055)— — 
Cash assumed in connection with the PORT II consolidation$(1,473)$— $(1,473)$— $— 

The accompanying notes are an integral part of the interim consolidated financial statements.
7


PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 1:    GENERAL INFORMATION

These financial statements have been prepared in a condensed format as of September 30, 2022 and for the three and nine months period then ended ("interim condensed financial statements"). These interim condensed financial statements should be read in conjunction with the Company's annual financial statements as of December 31, 2021 and for the year then ended and the accompanying notes ("annual financial statements").

The Company and its subsidiaries (the "Group") operate in the investment real estate segment in the United States, which includes mainly investment in office and residential real estate and undeveloped lands. In addition, the Company invests in real estate equity securities. The Company has three reporting segments: 1) strategic opportunistic properties 2) residential homes and 3) hotels.

As of September 30, 2022, the Company owned eight office properties, one office portfolio consisting of two office buildings and 14 acres of undeveloped land, encompassing, in the aggregate, approximately 3.2 million rentable square feet. As of September 30, 2022, these properties were 70% occupied. In addition, the Company owned one residential home portfolio consisting of 2,458 residential homes and encompassing approximately 3.5 million rental square feet and two apartment properties, containing 609 units and encompassing approximately 0.5 million rentable square feet, which were 96% and 95% occupied, respectively as of September 30, 2022. As of September 30, 2022, the Company also owned one hotel property with 196 rooms and three investments in undeveloped land with approximately 800 developable acres and one office/retail development property.

Generally, the composition of our investments is such that declining interest rates will increase our net income, while rising interest rates will decrease our net income. Recently, interest rates have remained at relatively low levels on a historical basis and the Federal Reserve maintained the federal funds target range at 0.0% to 0.25% for much of 2021. However, in March 2022, the Federal Reserve approved a 0.25% rate increase and approved four additional 0.75% rate increases in 2022. The Federal Reserve has indicated that it foresees further increases and has maintained a stance of monetary policy that is sufficiently restrictive to to return inflation to 2%.

The Company's consolidated fixed rate debt and variable rate debt as of September 30, 2022 was 47.5% and 52.5%, respectively. The weighted-average interest rates of our fixed rate debt and variable rate debt as of September 30, 2022 were 4.1% and 5.4%, respectively.


8


PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 2:    SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation of the interim consolidated financial statements:

The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, "Interim Financial Reporting", and in accordance with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements.

NOTE 3:    INVESTMENT IN JOINT VENTURES

As of September 30, 2022, the Company’s investments in unconsolidated entities were composed of the following (dollars in thousands):
Number of Properties as of September 30, 2022
Investment Balance as of
Joint VentureLocationOwnership %September 30, 2022
110 William Joint Venture1New York, New York60.0%$61,018 
353 Sacramento Joint Venture1San Francisco, California55.0%79,154 
Pacific Oak Opportunity Zone Fund I3Various46.0%37,582 
PORT II OP LP
(1)
(1)
(1)
— 
$177,754 
(1) On July 1, 2022 ("consolidation date"), the Company made a tender offer to purchase 76,735 of Pacific Oak Residential Trust II, Inc. ("PORT II") common stock held by unrelated parties for a price of $14.66 per share. The tender offer triggered a change in control for the Company such that it becomes the sole owner of the common interests of PORT II, which resulted in the consolidation of PORT II into the Company's consolidated financial statements. On July 29, 2022, the Company consummated the transactions with the unrelated parties and owned 100% of PORT II. On the consolidation date, the net assets of PORT II was $52.0 million. The Company and the aforementioned unrelated parties did not guarantee any debt in connection with the transaction.

The Company does not attach the financial statements of its joint ventures since their reports are insignificant to the Company's financial statements.

NOTE 4:    FINANCIAL INSTRUMENTS

The fair value of non-current notes payables as of September 30, 2022 and December 31, 2021. The fair value of the debentures payable as of September 30, 2022 and December 31, 2021 was approximately $306.5 million (1.1 billion NIS) and $274.7 million (844.1 million NIS).



9


PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 4:    FINANCIAL INSTRUMENTS (Cont.)
The Series B Debentures contains the following covenants: (i) Consolidated Equity Capital of the Company (not including minority rights) shall not be less than USD 475 million; (ii) the Net Adjusted Financial Debt to Net Adjusted Cap (shall not exceed a rate of 75%); (iii) Adjusted NOI shall be no lower than USD 35 million; and (iv) the consolidated scope of the projects for development of the Company shall not exceed 10% of the adjusted balance. As of September 30, 2022, the Company was in compliance with all covenants under the deed of trust of the Series B Debentures; (i) Consolidated Equity Capital of the Company as of September 30, 2022 was $1.1 billion; (ii) the Net Adjusted Debt to Net Adjusted Cap was 51.0%; (iii) the Adjusted NOI was $83.3 million for the trailing twelve months ended September 30, 2022; and (iv) the consolidated scope of projects was $0 as of September 30, 2022.
As of September 30, 2022, the Company had a working capital shortfall amounting to $110.6 million, primarily attributed to loans maturing in the year following the date of the statement of financial position. The Company intends to refinance loans as they come due and does not anticipate any challenges in refinancing such loans given the relatively low leverage of the Company’s properties, the Company’s relationship with third-party lenders and its past experience placing debt on its properties. Accordingly, the Company's board of directors does not view the working capital shortfall as a liquidity problem.
The Company's investments in real estate equity securities are carried at their estimated fair value based on quoted market prices (Level 1) for the securities. Unrealized gains and losses are reported in finance (loss) income from financial assets at fair value through profit or loss.

NOTE 5:    SEGMENT INFORMATION

The operating segments are identified on the basis of information that is reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and asses its performance. All corporate related costs are included in the strategic opportunistic properties segment to align with how financial information is presented to the CODM. On July 1, 2022, the Company made a prospective name change to the “Single-Family Homes” segment to “Residential Homes” to reflect the Company’s consolidation of PORT II multifamily homes. On September 1, 2022, the Company made a prospective name change to the “Hotels” segment to “Hotel” to reflect the September 1, 2022 disposition of the Springmaid Beach Resort, see Note 6 for further details on the disposition. The selected financial information for the reporting segments as of and for the three and nine months ended September 30, 2022 and 2021 and as of and the year ended December 31, 2021 is as follows (in thousands):













10


PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 5:    SEGMENT INFORMATION (cont.)
September 30, 2022
Unaudited
Strategic Opportunistic PropertiesResidential HomesHotelTotal
Investment properties$1,340,690 $443,238 $— $1,783,928 
Property plant and equipment - hotels, net$— $— $42,039 $42,039 
Total assets$1,712,049 $460,011 $51,999 $2,224,059 
Total liabilities$871,649 $233,249 $27,026 $1,131,924 
Nine months ended September 30, 2022
Unaudited
Strategic Opportunistic PropertiesResidential HomesHotelTotal
Total revenues and other income$72,554 $20,869 $27,952 $121,375 
Gross profit$33,824 $9,343 $10,472 $53,639 
Finance expenses$24,361 $6,040 $4,009 $34,410 
Three months ended September 30, 2022
Unaudited
Strategic Opportunistic PropertiesResidential HomesHotelTotal
Total revenues and other income$23,699 $8,993 $9,181 $41,873 
Gross profit$10,171 $3,812 $3,810 $17,793 
Finance expenses$9,566 $2,657 $1,126 $13,349 





















11


PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 5:    SEGMENT INFORMATION (cont.)
September 30, 2021
Unaudited
Strategic Opportunistic PropertiesResidential HomesHotelsTotal
Investment properties$1,254,000 $252,851 $— $1,506,851 
Property plant and equipment - hotels, net$— $— $133,993 $133,993 
Total assets$1,706,184 $272,528 $152,686 $2,131,398 
Total liabilities$878,133 $140,269 $87,544 $1,105,946 
Nine months ended September 30, 2021
Unaudited
Strategic Opportunistic PropertiesResidential HomesHotelsTotal
Total revenues and other income$82,386 $16,878 $24,578 $123,842 
Gross profit$41,070 $8,281 $8,863 $58,214 
Finance expenses$21,930 $4,960 $4,465 $31,355 
Three months ended September 30, 2021
Unaudited
Strategic Opportunistic PropertiesResidential HomesHotelsTotal
Total revenues and other income$25,108 $5,757 $12,154 $43,019 
Gross profit$11,164 $2,947 $5,670 $19,781 
Finance expenses$7,286 $1,512 $1,485 $10,283 


12


PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 5:    SEGMENT INFORMATION (cont.)
December 31, 2021
Strategic Opportunistic PropertiesResidential HomesHotelTotal
Investment properties$1,272,138 $252,851 $— $1,524,989 
Property plant and equipment - hotels, net$— $— $133,512 $133,512 
Total assets$1,666,098 $292,778 $155,714 $2,114,590 
Total liabilities$853,028 $140,205 $86,705 $1,079,938 
Year ended December 31, 2021
Strategic Opportunistic PropertiesResidential HomesHotelTotal
Total revenues and other income$106,645 $22,652 $30,806 $160,103 
Gross profit$51,876 $10,820 $9,816 $72,512 
Finance expenses$28,934 $6,544 $5,944 $41,422 

NOTE 6:    SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

Crown Pointe Mortgage Loan Refinancing

On March 24, 2022, the Company refinanced the Crown Pointe Mortgage Loan with an unaffiliated lender for $53.8 million with a contractual rate of 2.30% plus a floating rate and an initial maturity date of April 1, 2025.

Georgia 400 Mortgage Loan Deposit

On April 4, 2022, the Company paid a deposit of $20.4 million to the lender of the Georgia 400 Center Mortgage Loan as a result of being out of compliance with the debt service coverage requirement and required a cash sweep. In September 2022, $17.0 million of the deposit was applied to the principal of the Georgia 400 Center Mortgage Loan and the remaining $3.4 million was returned back to the Company.

Additional Series B Debentures Issuance

On May 2, 2022, the Company raised approximately $95.3 million (approximately 320.4 million Israeli new Shekels at a price of 0.96 for every 1) of additional Series B Debentures to Israeli investors pursuant to a private offering registered with the Israel Securities Authority. The Series B Debentures would be identical in the terms and pari passu to the existing bonds.
110 William Refinancing

On June 16, 2022, the Company received a notice from the lender stating that the non-repayment of the 110 William Joint Venture loan constitutes a default under the loan agreements. On September 7, 2022, the 110 William Joint Venture loan was refinanced and the new loan balance is $318.7 million with a current maturity date of January 8, 2023 and possible extension date to April 8, 2023.
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PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 6:    SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)

Dividend Approval

During the nine months ended September 30, 2022, the Company declared and paid a distribution of dividend in the amount of $20.0 million to the Owner.

Real Estate Sale - Greenway Buildings

On January 24, 2022, the Company, through an indirect wholly owned subsidiary, sold two office buildings related to the Richardson Portfolio and containing 141,950 rentable square feet in Richardson, Texas (“Greenway Buildings”) to a purchaser unaffiliated with the Company or to Pacific Oak Capital Advisor, LLC, the Company’s advisor, for $11.0 million, before closing costs and credits. The fair value of the Greenway Buildings as of the disposition date was $14.4 million and the sale resulted in a $3.9 million loss recorded as a fair value adjustment of investment properties, net in the accompanying consolidated statements of profit or loss. In connection with the sale of the Greenway Buildings, the Company repaid $9.1 million of the outstanding principal balance due under the mortgage loan secured by the Greenway Buildings.

Real Estate Sale - Springmaid Beach Resort

On September 1, 2022, the Company, through an indirect wholly owned subsidiary, sold the Springmaid Beach Resort to an unaffiliated purchaser for $91.0 million, before closing costs and credits. The carrying value of the Springmaid Beach Resort as of the disposition date was $90 million. In connection with the sale of the Springmaid Beach Resort, the Company repaid $52.0 million of the outstanding principal balance due under the mortgage loan secured by the Springmaid Beach Resort, distributed $9.2 million to the noncontrolling interest, and $1.3 million of the proceeds were held for contingent repairs related to the property.

Real Estate Purchase and Sale Contract - Park Highlands Land

On November 11, 2021, the Company, through an indirect wholly owned subsidiary, entered into a purchase and sale agreement, as amended, to sell 234 developable acres of undeveloped land located in North Las Vegas, Nevada (“Park Highlands”) for gross sales proceeds of approximately $121.4 million, before closing costs and credits. The due diligence period expired on February 23, 2022 and the buyer’s deposit of $13.5 million is no longer refundable and is recognized as restricted cash on the consolidated statements of financial position within Restricted cash. This deposit is held in an escrow account and will become available once the sale is completed. Actions are required by the Company to complete the planned sale. Expected closure date of the transactions, if closed, is: 1) December 2022 for a portion of 163 acres and 2) December 2023 for a portion of 71 acres.

On March 10, 2022 the Company, through an indirect wholly owned subsidiary, entered into a purchase and sale agreement, as amended, to sell 77 developable acres of undeveloped land located in North Las Vegas, Nevada (“Park Highlands”) for gross sales proceeds of approximately $52.9 million, before closing costs and credits. The due diligence period expired on May 31, 2022 and the buyer’s deposit of $3.5 million is no longer refundable and is recognized as restricted cash on the consolidated statements of financial position within Restricted cash. This deposit is held in an escrow account and will become available once the sale is completed. Actions are required by the Company to complete the planned sale. Expected closure date of the transaction, if closed, is: December 2023.
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PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 6:    SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)

Real Estate Purchase and Sale Contract - Park Highlands Land (Cont.)

On June 22, 2022, the Company, through an indirect wholly owned subsidiary, entered into a purchase and sale agreement, to sell 67 developable acres of undeveloped land located in North Las Vegas, Nevada for gross sales proceeds of approximately $55.0 million, before closing costs and credits. The transaction closed on November 30, 2022.

PORT Non-controlling Interest

On June 24, 2022, the Owner’s board of directors authorized and approved the redemption of the 510,816 Special Common Units of PORT OP LP, a consolidated subsidiary of the Company (“PORT OP”), representing approximately 3.20% interest, held by BPT Holdings, LLC, a subsidiary of the Company's advisor, for a price of $13.09 per unit. The Special Common Units are included as due to affiliates on the consolidated statements of financial position due to this being a cash-settled transaction and the purchase value was recognized as the fair value. In July 2022, the transaction closed for consideration of approximately $6.7 million and immediately following, the Company owned 100% of PORT OP.

PORT II Reconsideration

On July 1, 2022, the Company, through PORT OP, made a tender offer to purchase 76,735 shares of PORT II common stock held by unrelated parties for a price of $14.66 per share and a total consideration of $1.1 million. As a result, the Company determined that it controlled PORT II, which resulted in the consolidation of PORT II into the Company’s consolidated financial statements. See Note 3 for further details.

Refinancing - Lincoln Court

On July 29, 2022, the Company refinanced the Lincoln Court Mortgage Loan with a new lender for an amount up to $39.4 million, of which $35.3 million was funded at the time of closing. The loan is an interest only with an annual variable rate of 3.25% plus the floating rate (SOFR). Additionally, the loan has an initial maturity date of August 7, 2025 with an available three-year extension.

Management Agreement Modifications

On September 9, 2022, Company’s Audit Committee and Board of Directors authorized an engagement in a framework of agreements dated September 9, 2022, which shall go into effect beginning September 1, 2022, with companies under the same ownership as the Company's advisor for the provision of services to the Company’s residential homes, and this in lieu of the management agreement, in amounts similar to those paid to the Company's advisor. Furthermore, as communicated to the Company, on September 9, 2022, the Owner and the Company's advisor amended the management agreement between them in a manner which excludes the residential homes from application of the management agreement with Company's advisor, and thus from the Back-to-Back agreement between the Company and the Owner as well. The foregoing is executed as part of advancing a procedure of a private issuance of the residential homes portfolio's common stock in the United States, which required the establishment of an independent management mechanism for the residential homes.

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PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands

NOTE 7:    SUBSEQUENT EVENTS

The Company evaluates subsequent events up until the date the consolidated financial statements are issued.

PORT Redemption
On October 25, 2022, the Company received notice by the holders of PORT’s Series A noncontrolling cumulative convertible redeemable preferred stock to redeem their outstanding redeemable preferred stock. If outstanding on November 4, 2022, the Series A redeemable preferred stock must be redeemed by the Company within 120 days after November 4, 2022. The Company has classified the mandatorily redeemable preferred stock as a liability. The Company authorized and approved the redemption of all 15,000 outstanding Series A Preferred Shares, at a price of (i) $1,120 per Series A Preferred Share, plus (ii) all accrued but unpaid dividends, through the redemption date.

110 William
On November 16, 2022, the Company determined the 110 William associate to be $25 million below the appraised value based on negotiation with a potential tenant to lease essentially the rest of the vacant space in the property. As such, the board of directors of the company has decided to take a conservative approach and to deduct $25 million of the appraised value. The Company determined that as of September 30, 2022, it was probable that such tenant incentives under the pending negotiation would be payable. The discounted impact, based on the joint venture waterfall, to the Company's share decreased the equity in loss of unconsolidated joint ventures balance and equity in loss of unconsolidated joint ventures by an additional $12,179.


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