Exhibit 99.3
KBS SOR (BVI) HOLDINGS, LTD.
PRO FORMA INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2018
UNAUDITED
INDEX
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Board of Directors' Explanations for Pro Forma Interim Consolidated Financial Statements | 2 |
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Pro Forma Consolidated Statements of Operations | 3-5 |
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Pro Forma Consolidated Statements of Comprehensive Income | 6 |
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Notes to Pro Forma Interim Consolidated Financial Statements | 7 |
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KBS SOR (BVI) HOLDINGS LTD.
BOARD OF DIRECTORS' EXPLANATIONS FOR PRO FORMA INTERIM CONSOLIDATED FINANCIAL STATEMENTS
A. GENERAL
Presented below are pro forma interim consolidated financial statements for the six and three months periods ended June 30, 2017 and for the year ended December 31, 2017 (together the "Pro Forma Periods"), in accordance with Regulation 38B of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970 (the "Pro Forma Statements").
The Pro Forma Consolidated Statements of Operations and Pro Forma Consolidated Statements of Comprehensive Income have been prepared to give effect to the disposition of the Singapore Portfolio on November 8, 2017, as if such disposition occurred on January 1, 2017. The Pro Forma Statements have been prepared under certain assumptions, which are set forth in Note 2b to the Pro Forma Statements. It is clarified that the Pro Forma Statements do not reflect the actual results of the Company; rather, they have been prepared in order to provide additional information, based on different assumptions.
On November 8, 2017, the Company through 11 wholly owned subsidiaries, sold 11 of its properties (the "Singapore Portfolio") to various subsidiaries of Keppel-KBS US REIT, a newly formed Singapore real estate investment trust that was listed on the Singapore Stock Exchange (the "Singapore Transaction"). The Singapore Portfolio consists of the following properties: 1800 West Loop, Westech 360 (part of the Austin Suburban Portfolio), Great Hills Plaza (part of the Austin Suburban Portfolio), Westmoor Center, Iron Point Business Park, the Plaza Buildings, Bellevue Technology Center, Northridge Center I and II, West Loop I and II, Powers Ferry Landing, and Maitland Promenade II. The sale price of the Singapore Portfolio was $804 million, before closing credits. In addition to the selling of the properties in the Singapore Portfolio, the Company paid off existing mortgages of the properties which their outstanding principal balance as of the transaction date was approximately $401.7 million.
In connection with the sale, the Company received $321.6 million in cash, after deducting transaction costs, and $52.5 million of Keppel-KBS US REIT units (comprising of 53,713,600 units or approximately 9.5% of Keppel-KBS US REIT) in lieu of cash. The Company accounts for its holding of Keppel-KBS US REIT units as financial assets at fair value through profit or loss. The underwriters exercised an over-allotment option, and on December 15, 2017, purchased 15,714,100 of the Keppel-KBS US REIT units from the Company at $0.88 per unit. As of June 30, 2018 and December 31, 2017, the Company owned 43,999,500 units of Keppel-KBS US REIT, representing a 7.0% ownership interest.
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August 9, 2018 | | /s/ Peter McMillan III | | /s/ Keith David Hall |
Date of approval of the pro forma financial statements | | McMillan III, Peter Chairman of Board of Directors | | Hall, Keith David Chief Executive Officer |
KBS SOR (BVI) HOLDINGS LTD.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
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| Six months ended June 30, 2017 |
| As previously reported | | Pro Forma Adjustments | | Pro Forma Total |
| U.S. dollars in thousands |
| | | | | |
Revenues and other income: | | | | | |
| | | | | |
Rental income | $ | 60,312 |
| | $ | (31,662 | ) | | $ | 28,650 |
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Tenant reimbursements | 12,094 |
| | (8,269 | ) | | 3,825 |
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Interest income from debt investments | 760 |
| | — |
| | 760 |
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Other operating income | 2,540 |
| | (1,891 | ) | | 649 |
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Total revenues and other income | 75,706 |
| | (41,822 | ) | | 33,884 |
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Expenses: | | | | | |
| | | | | |
Operating, maintenance, and management fees | (22,207 | ) | | 11,239 |
| | (10,968 | ) |
Real estate taxes and insurance | (10,152 | ) | | 5,803 |
| | (4,349 | ) |
Total expenses | (32,359 | ) | | 17,042 |
| | (15,317 | ) |
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Gross profit | 43,347 |
| | (24,780 | ) | | 18,567 |
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Fair value adjustment of investment properties, net | (14,131 | ) | | 1,005 |
| | (13,126 | ) |
Equity in income of unconsolidated joint ventures | 2,092 |
| | — |
| | 2,092 |
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Asset management fees to affiliate | (5,603 | ) | | 2,534 |
| | (3,069 | ) |
General and administrative expenses | (1,341 | ) | | 30 |
| | (1,311 | ) |
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Operating profit | 24,364 |
| | (21,211 | ) | | 3,153 |
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Finance income | 170 |
| | (7 | ) | | 163 |
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Finance income from financial assets at fair value through profit or loss | 3,207 |
| | — |
| | 3,207 |
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Finance expenses | (19,709 | ) | | 6,187 |
| | (13,522 | ) |
Foreign currency transaction adjustments, net | (7,097 | ) | | — |
| | (7,097 | ) |
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Net income (loss) | $ | 935 |
| | $ | (15,031 | ) | | $ | (14,096 | ) |
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Net income (loss) attributable to owner | $ | 960 |
| | $ | (15,031 | ) | | $ | (14,071 | ) |
Net loss attributable to non-controlling interests | (25 | ) | | — |
| | (25 | ) |
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Net income (loss) | $ | 935 |
| | $ | (15,031 | ) | | $ | (14,096 | ) |
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August 9, 2018 | | /s/ Jeffrey Waldvogel | | /s/ Peter McMillan III | | /s/ Keith David Hall |
Date of approval of the pro forma financial statements | | Waldvogel, Jeffrey Chief Financial Officer | | McMillan, Peter III Chairman of Board of Directors | | Hall, Keith David Chief Executive Officer |
KBS SOR (BVI) HOLDINGS LTD.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
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| Three months ended June 30, 2017 |
| As previously reported | | Pro Forma Adjustments | | Pro Forma Total |
| U.S. dollars in thousands |
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Revenues and other income: | | | | | |
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Rental income | $ | 30,560 |
| | $ | (15,767 | ) | | $ | 14,793 |
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Tenant reimbursements | 6,457 |
| | (4,415 | ) | | 2,042 |
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Interest income from debt investments | 600 |
| | — |
| | 600 |
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Other operating income | 987 |
| | (936 | ) | | 51 |
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Total revenues and other income | 38,604 |
| | (21,118 | ) | | 17,486 |
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Expenses: | | | | | |
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Operating, maintenance, and management fees | (11,299 | ) | | 5,585 |
| | (5,714 | ) |
Real estate taxes and insurance | (5,415 | ) | | 3,111 |
| | (2,304 | ) |
Total expenses | (16,714 | ) | | 8,696 |
| | (8,018 | ) |
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Gross profit | 21,890 |
| | (12,422 | ) | | 9,468 |
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Fair value adjustment of investment properties, net | (11,410 | ) | | 564 |
| | (10,846 | ) |
Equity in income of unconsolidated joint ventures | 398 |
| | — |
| | 398 |
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Asset management fees to affiliate | (2,855 | ) | | 1,279 |
| | (1,576 | ) |
General and administrative expenses | (426 | ) | | 15 |
| | (411 | ) |
| | | | | |
Operating profit (loss) | 7,597 |
| | (10,564 | ) | | (2,967 | ) |
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Finance income | 154 |
| | (5 | ) | | 149 |
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Finance income from financial assets at fair value through profit or loss | 1,338 |
| | — |
| | 1,338 |
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Finance expenses | (10,323 | ) | | 3,298 |
| | (7,025 | ) |
Foreign currency transaction adjustments, net | (2,426 | ) | | — |
| | (2,426 | ) |
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Net loss | $ | (3,660 | ) | | $ | (7,271 | ) | | $ | (10,931 | ) |
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Net loss attributable to owner | $ | (3,441 | ) | | $ | (7,271 | ) | | $ | (10,712 | ) |
Net loss attributable to non-controlling interests | (219 | ) | | — |
| | (219 | ) |
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Net loss | $ | (3,660 | ) | | $ | (7,271 | ) | | $ | (10,931 | ) |
KBS SOR (BVI) HOLDINGS LTD.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
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| Year ended December 31, 2017 |
| As previously reported | | Pro Forma Adjustments | | Pro Forma Total |
| U.S. dollars in thousands |
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Revenues and other income: | | | | | |
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Rental income | $ | 108,113 |
| | $ | (54,612 | ) | | $ | 53,501 |
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Tenant reimbursements | 21,710 |
| | (13,601 | ) | | 8,109 |
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Interest income from debt investments | 1,782 |
| | — |
| | 1,782 |
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Other operating income | 4,001 |
| | (3,197 | ) | | 804 |
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Total revenues and other income | 135,606 |
| | (71,410 | ) | | 64,196 |
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Expenses: | | | | | |
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Operating, maintenance, and management fees | (42,611 | ) | | 21,178 |
| | (21,433 | ) |
Real estate taxes and insurance | (17,404 | ) | | 9,460 |
| | (7,944 | ) |
Total expenses | (60,015 | ) | | 30,638 |
| | (29,377 | ) |
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Gross profit | 75,591 |
| | (40,772 | ) | | 34,819 |
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Fair value adjustment of investment properties, net | 4,755 |
| | 22,179 |
| | 26,934 |
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Loss on deconsolidation | (667 | ) | | — |
| | (667 | ) |
Loss on extinguishment of debt | (478 | ) | | 478 |
| | — |
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Equity in income of unconsolidated joint ventures | 24,130 |
| | — |
| | 24,130 |
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Asset management fees to affiliate | (10,686 | ) | | 4,422 |
| | (6,264 | ) |
General and administrative expenses | (2,852 | ) | | 45 |
| | (2,807 | ) |
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Operating profit | 89,793 |
| | (13,648 | ) | | 76,145 |
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Finance income | 1,021 |
| | (12 | ) | | 1,009 |
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Finance income from financial assets at fair value through profit or loss | 12,640 |
| | — |
| | 12,640 |
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Finance expenses | (37,149 | ) | | 11,285 |
| | (25,864 | ) |
Foreign currency transaction adjustments, net | (15,298 | ) | | — |
| | (15,298 | ) |
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Net income | $ | 51,007 |
| | $ | (2,375 | ) | | $ | 48,632 |
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Net income attributable to owner | $ | 48,317 |
| | $ | (2,375 | ) | | $ | 45,942 |
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Net income attributable to non-controlling interests | 2,690 |
| | — |
| | 2,690 |
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Net income | $ | 51,007 |
| | $ | (2,375 | ) | | $ | 48,632 |
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KBS SOR (BVI) HOLDINGS LTD.
PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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| Six months ended June 30, 2017 |
| As previously reported | | Pro Forma Adjustments | | Pro Forma Total |
| U.S. dollars in thousands |
| | | | | |
Net income (loss) | $ | 935 |
| | $ | (15,031 | ) | | $ | (14,096 | ) |
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Total comprehensive income (loss) | 935 |
| | (15,031 | ) | | (14,096 | ) |
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Total comprehensive income (loss) attributable to owner | $ | 960 |
| | $ | (15,031 | ) | | $ | (14,071 | ) |
Total comprehensive loss attributable to non-controlling interests | (25 | ) | | — |
| | (25 | ) |
| | | | | |
Total comprehensive income (loss) | $ | 935 |
| | $ | (15,031 | ) | | $ | (14,096 | ) |
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| Three months ended June 30, 2017 |
| As previously reported | | Pro Forma Adjustments | | Pro Forma Total |
| U.S. dollars in thousands |
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Net loss | $ | (3,660 | ) | | $ | (7,271 | ) | | $ | (10,931 | ) |
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Total comprehensive loss | (3,660 | ) | | (7,271 | ) | | (10,931 | ) |
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Total comprehensive loss attributable to owner | $ | (3,441 | ) | | $ | (7,271 | ) | | $ | (10,712 | ) |
Total comprehensive loss attributable to non-controlling interests | (219 | ) | | — |
| | (219 | ) |
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Total comprehensive loss | $ | (3,660 | ) | | $ | (7,271 | ) | | $ | (10,931 | ) |
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| Year ended December 31, 2017 |
| As previously reported | | Pro Forma Adjustments | | Pro Forma Total |
| U.S. dollars in thousands |
| | | | | |
Net income | $ | 51,007 |
| | $ | (2,375 | ) | | $ | 48,632 |
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Total comprehensive income | 51,007 |
| | (2,375 | ) | | 48,632 |
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Total comprehensive income attributable to owner | $ | 48,317 |
| | $ | (2,375 | ) | | $ | 45,942 |
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Total comprehensive income attributable to non-controlling interests | 2,690 |
| | — |
| | 2,690 |
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Total comprehensive income | $ | 51,007 |
| | $ | (2,375 | ) | | $ | 48,632 |
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The accompanying notes are an integral part of the pro forma interim consolidated financial statements.
KBS SOR (BVI) HOLDINGS LTD.
NOTES TO PRO FORMA INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The pro forma interim consolidated financial statements are prepared in accordance with Regulation 38B of the Securities Regulations (Periodic and Immediate Reports), 1970 (the "Pro Forma Statements").
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NOTE 2: | PRO FORMA ASSUMPTIONS |
The Pro Forma Interim Consolidated Statements of Operations and Pro Forma Consolidated Statements of Comprehensive Income have been prepared to give effect to the disposition of the Singapore Portfolio, as if such disposition occurred on January 1, 2017. The Pro Forma Statements have been prepared under certain assumptions, which are set forth below. It is clarified that the Pro Forma Statements do not reflect the actual results of the Company; rather, they have been prepared in order to provide additional information, based on different assumptions.
Since the Singapore transaction occurred in November 2017, the statements of operations and the statements of comprehensive income for the six and three months period ended June 30, 2018 are not presented as they do not differ from the consolidated statements of operations for the six and three months periods ended June 30, 2018.
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b. | Principal assumptions used in preparing the Pro Forma Statements |
The Pro Forma Statements have been prepared under the following assumptions:
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1. | The Singapore Transaction occurred on January 1, 2017 for the Pro Forma Consolidated Statements of Operations and Pro Forma Consolidated Statements of Comprehensive Income. |
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2. | A reversal has been made for the historical operations of the Singapore Portfolio as reflected in the Company's historical statements of operations and statements of comprehensive income for the six and three months periods ended June 30, 2017 and for the year ended December 31, 2017. |