Exhibit 99.1
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2020
UNAUDITED
U.S. DOLLARS IN THOUSANDS
INDEX
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| |
| Page |
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Consolidated Statements of Financial Position | 2 |
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Consolidated Statements of Profit or Loss | 3 |
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Consolidated Statements of Comprehensive Income | 4 |
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Consolidated Statements of Equity | 5 |
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Consolidated Statements of Cash Flows | 6-7 |
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Notes to Interim Consolidated Financial Statements | 8-14 |
- - - - - - - - - - - - - - - - - - -
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
| | | | | | | | | | | | |
| | March 31, | | December 31, |
| | 2020 | | 2019 | | 2019 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | 83,765 |
| | $ | 126,164 |
| | $ | 68,378 |
|
Rents and other receivables, net | | 3,106 |
| | 2,486 |
| | 3,001 |
|
Prepaid expenses and other assets | | 10,448 |
| | 1,855 |
| | 778 |
|
Restricted cash | | 959 |
| | 14 |
| | 1,482 |
|
| | 98,278 |
| | 130,519 |
| | 73,639 |
|
NON-CURRENT ASSETS | | | | | | |
Investment properties | | 1,044,033 |
| | 921,736 |
| | 1,059,830 |
|
Investment in joint ventures | | 231,469 |
| | 178,657 |
| | 229,936 |
|
Financial assets at fair value through profit or loss | | 78,014 |
| | 65,440 |
| | 96,653 |
|
Restricted cash | | 10,018 |
| | 9,483 |
| | 10,520 |
|
| | 1,363,534 |
| | 1,175,316 |
| | 1,396,939 |
|
Total assets | | $ | 1,461,812 |
| | $ | 1,305,835 |
| | $ | 1,470,578 |
|
LIABILITIES AND EQUITY | | | | | | |
CURRENT LIABILITIES | | | | | | |
Notes and bond payable, net | | $ | 178,567 |
| | $ | 100,605 |
| | $ | 81,772 |
|
Debentures, net | | 54,688 |
| | 53,407 |
| | 56,186 |
|
Accounts payable and accrued liabilities | | 12,008 |
| | 13,649 |
| | 19,794 |
|
Due to Owner | | 2,065 |
| | — |
| | — |
|
Other liabilities | | 15,487 |
| | 15,550 |
| | 14,820 |
|
| | 262,815 |
| | 183,211 |
| | 172,572 |
|
LONG-TERM LIABILITIES | | | | | | |
Notes and bond payable, net | | 289,020 |
| | 279,424 |
| | 369,971 |
|
Debentures, net | | 176,414 |
| | 156,172 |
| | 165,734 |
|
Rental security deposits | | 4,316 |
| | 3,635 |
| | 4,345 |
|
Series A Cumulative Convertible Redeemable Preferred Stock | | 15,233 |
| | — |
| | 15,008 |
|
| | 484,983 |
| | 439,231 |
| | 555,058 |
|
Total liabilities | | 747,798 |
| | 622,442 |
| | 727,630 |
|
EQUITY | | | | | | |
Owner's net equity | | 698,203 |
| | 663,596 |
| | 726,854 |
|
Non-controlling interests | | 15,811 |
| | 19,797 |
| | 16,094 |
|
Total equity | | 714,014 |
| | 683,393 |
| | 742,948 |
|
Total liabilities and equity | | $ | 1,461,812 |
| | $ | 1,305,835 |
| | $ | 1,470,578 |
|
The accompanying notes are an integral part of the interim consolidated financial statements.
|
| | | | | | |
May 21, 2020 | | /s/ Michael Allen Bender | | /s/ Peter McMillan III | | /s/ Keith David Hall |
Date of approval of | | Bender, Michael Allen | | McMillan III, Peter | | Hall, Keith David |
financial statements | | Chief Financial Officer | | Chairman of Board of Directors | | Chief Executive Officer |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
|
| | | | | | | | | | | | |
| | Three months ended March 31, | | Year ended December 31, |
| | 2020 | | 2019 | | 2019 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
Revenues and other income: | | | | | | |
Rental income | | $ | 20,008 |
| | $ | 16,146 |
| | $ | 72,283 |
|
Tenant reimbursements | | 2,532 |
| | 2,628 |
| | 10,789 |
|
Interest income from debt investments | | — |
| | 369 |
| | 369 |
|
Other operating income | | 547 |
| | 818 |
| | 3,078 |
|
Total revenues and other income | | 23,087 |
| | 19,961 |
| | 86,519 |
|
| | | | | | |
Expenses: | | | | | | |
Operating, maintenance, and management fees | | (7,767 | ) | | (6,349 | ) | | (29,845 | ) |
Real estate taxes and insurance | | (3,428 | ) | | (2,977 | ) | | (12,631 | ) |
Total expenses | | (11,195 | ) | | (9,326 | ) | | (42,476 | ) |
Gross profit | | 11,892 |
| | 10,635 |
| | 44,043 |
|
| | | | | | |
Fair value adjustment of investment properties, net | | (22,715 | ) | | (6,059 | ) | | 22,142 |
|
Loss on extinguishment of debt | | — |
| | (856 | ) | | (1,106 | ) |
Equity in income of unconsolidated joint ventures | | 1,302 |
| | 773 |
| | 31,206 |
|
Asset management fees to affiliate | | (2,106 | ) | | (1,891 | ) | | (8,158 | ) |
General and administrative expenses | | (573 | ) | | (671 | ) | | (3,479 | ) |
Operating (loss) profit | | (12,200 | ) | | 1,931 |
| | 84,648 |
|
| | | | | | |
Finance income | | 242 |
| | 586 |
| | 1,842 |
|
Finance (loss) income from financial assets at fair value through profit or loss | | (24,923 | ) | | 12,941 |
| | 26,478 |
|
Finance expenses | | (7,161 | ) | | (7,168 | ) | | (28,849 | ) |
Transaction and related costs | | — |
| | — |
| | (4,462 | ) |
Foreign currency transaction adjustments, net | | 14,996 |
| | (2,816 | ) | | (12,498 | ) |
Net (loss) income | | $ | (29,046 | ) | | $ | 5,474 |
| | $ | 67,159 |
|
| | | | | | |
Net (loss) income attributable to owner | | $ | (28,651 | ) | | $ | 6,547 |
| | $ | 69,805 |
|
Net loss attributable to non-controlling interests | | (395 | ) | | (1,073 | ) | | (2,646 | ) |
Net (loss) income | | $ | (29,046 | ) | | $ | 5,474 |
| | $ | 67,159 |
|
The accompanying notes are an integral part of the interim consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
| | | | | | | | | | | |
| Three months ended March 31, | | Year ended December 31, |
| 2020 | | 2019 | | 2019 |
| Unaudited | | Audited |
| U.S. dollars in thousands |
Net (loss) income | $ | (29,046 | ) | | $ | 5,474 |
| | $ | 67,159 |
|
Total comprehensive (loss) income | $ | (29,046 | ) | | $ | 5,474 |
| | $ | 67,159 |
|
| | | | | |
Total comprehensive (loss) income attributable to owner | $ | (28,651 | ) | | $ | 6,547 |
| | $ | 69,805 |
|
Total comprehensive loss attributable to non-controlling interests | (395 | ) | | (1,073 | ) | | (2,646 | ) |
Total comprehensive (loss) income | $ | (29,046 | ) | | $ | 5,474 |
| | $ | 67,159 |
|
The accompanying notes are an integral part of the interim consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Owner contributions (distributions) | | Retained earnings | | Paid-in Capital resulting from transactions with non-controlling interests | | Owner's net equity | | Non-controlling interests | | Total equity |
| | Unaudited |
| | U.S. dollars in thousands |
Balance at January 1, 2020 | | $ | 413,087 |
| | $ | 272,136 |
| | $ | 41,631 |
| | $ | 726,854 |
| | $ | 16,094 |
| | $ | 742,948 |
|
Net loss | | — |
| | (28,651 | ) | | — |
| | (28,651 | ) | | (395 | ) | | (29,046 | ) |
Total comprehensive loss | | — |
| | (28,651 | ) | | — |
| | (28,651 | ) | | (395 | ) | | (29,046 | ) |
Non-controlling interest contributions | | — |
| | — |
| | — |
| | — |
| | 112 |
| | 112 |
|
Balance at March 31, 2020 | | $ | 413,087 |
| | $ | 243,485 |
| | $ | 41,631 |
| | $ | 698,203 |
| | $ | 15,811 |
| | $ | 714,014 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Owner contributions (distributions) | | Retained earnings | | Paid-in Capital resulting from transactions with non-controlling interests | | Owner's net equity | | Non-controlling interests | | Total equity |
| | Unaudited |
| | U.S. dollars in thousands |
Balance at January 1, 2019 | | $ | 413,087 |
| | $ | 202,331 |
| | $ | 41,631 |
| | $ | 657,049 |
| | $ | 22,597 |
| | $ | 679,646 |
|
Net income (loss) | | — |
| | 6,547 |
| | — |
| | 6,547 |
| | (1,073 | ) | | 5,474 |
|
Total comprehensive income (loss) | | — |
| | 6,547 |
| | — |
| | 6,547 |
| | (1,073 | ) | | 5,474 |
|
Non-controlling interests contributions | | — |
| | — |
| | — |
| | — |
| | 12 |
| | 12 |
|
Distributions to non-controlling interests | | — |
| | — |
| | — |
| | — |
| | (1,739 | ) | | (1,739 | ) |
Balance at March 31, 2019 | | $ | 413,087 |
| | $ | 208,878 |
| | $ | 41,631 |
| | $ | 663,596 |
| | $ | 19,797 |
| | $ | 683,393 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Owner contributions (distributions) | | Retained earnings | | Paid-in Capital resulting from transactions with non-controlling interests | | Owner's net equity | | Non-controlling interests | | Total equity |
| | Audited |
| | U.S. dollars in thousands |
Balance at January 1, 2019 | | $ | 413,087 |
| | $ | 202,331 |
| | $ | 41,631 |
| | $ | 657,049 |
| | $ | 22,597 |
| | $ | 679,646 |
|
Net income (loss) | | — |
| | 69,805 |
| | — |
| | 69,805 |
| | (2,646 | ) | | 67,159 |
|
Total comprehensive income (loss) | | — |
| | 69,805 |
| | — |
| | 69,805 |
| | (2,646 | ) | | 67,159 |
|
Non-controlling interests contributions | | — |
| | — |
| | — |
| | — |
| | 12 |
| | 12 |
|
Distributions to non-controlling interests | | — |
| | — |
| | — |
| | — |
| | (3,869 | ) | | (3,869 | ) |
Balance at December 31, 2019 | | $ | 413,087 |
| | $ | 272,136 |
| | $ | 41,631 |
| | $ | 726,854 |
| | $ | 16,094 |
| | $ | 742,948 |
|
The accompanying notes are an integral part of the interim consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
+ CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| | | | | | | | | | | |
| Three months ended March 31, | | Year ended December 31, |
| 2020 | | 2019 | | 2019 |
| Unaudited | | Audited |
| U.S. dollars in thousands |
Cash Flows from Operating Activities: | | | | | |
Net (loss) income | $ | (29,046 | ) | | $ | 5,474 |
| | $ | 67,159 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | |
Equity in income of unconsolidated joint ventures | (1,302 | ) | | (773 | ) | | (31,206 | ) |
Fair value adjustment on investment properties, net | 22,715 |
| | 6,059 |
| | (22,142 | ) |
Transaction and related costs | — |
| | — |
| | 4,462 |
|
Loss on extinguishment of debt | — |
| | 856 |
| | 1,106 |
|
Deferred rent | (971 | ) | | (1,270 | ) | | (4,127 | ) |
Bad debt expense | 198 |
| | (102 | ) | | 363 |
|
Financing expense | 7,161 |
| | 7,168 |
| | 28,849 |
|
Financing income | (242 | ) | | (586 | ) | | (1,842 | ) |
Finance loss (income) from financial assets at fair value through profit or loss | 24,923 |
| | (12,941 | ) | | (26,478 | ) |
Interest income from debt instruments, net | — |
| | (369 | ) | | (369 | ) |
Foreign currency transaction gain, net | (14,996 | ) | | 2,816 |
| | 12,498 |
|
| 8,440 |
| | 6,332 |
| | 28,273 |
|
Changes in assets and liabilities: | | | | | |
Restricted cash | (139 | ) | | 994 |
| | 443 |
|
Rents and other receivables | (213 | ) | | (191 | ) | | (289 | ) |
Prepaid expenses and other assets | (832 | ) | | (505 | ) | | 284 |
|
Accounts payable and accrued liabilities | (2,225 | ) | | (4,170 | ) | | (3,705 | ) |
Rental security deposits | (29 | ) | | (68 | ) | | (262 | ) |
Due to Owner | 1,966 |
| | — |
| | — |
|
Other liabilities | 827 |
| | (543 | ) | | 10 |
|
Lease incentive additions | (667 | ) | | (17 | ) | | (2,130 | ) |
| (1,312 | ) | | (4,500 | ) | | (5,649 | ) |
Net cash provided by operating activities | 7,128 |
| | 1,832 |
| | 22,624 |
|
Cash Flows from Investing Activities: | | | | | |
Acquisitions of investment properties | — |
| | — |
| | (90,266 | ) |
Acquisition of PORT *) | — |
| | — |
| | (52,992 | ) |
Improvements to investment properties | (8,667 | ) | | (9,733 | ) | | (36,380 | ) |
Proceeds from sales of investment properties, net | — |
| | 17,894 |
| | 141,548 |
|
Repayment of debt investments | — |
| | 7,750 |
| | 7,750 |
|
Proceeds from insurance claims | — |
| | — |
| | 438 |
|
Distributions of capital from investment in joint venture | — |
| | 7,800 |
| | 7,800 |
|
Investment in unconsolidated joint venture | (231 | ) | | — |
| | (20,846 | ) |
Investments in financial assets at fair value through profit or loss, net | (16,789 | ) | | (15 | ) | | (26,223 | ) |
Distribution from financial assets at fair value through profit or loss, net | 1,225 |
| | — |
| | 251 |
|
Proceeds from the sale of investments in financial assets at fair value through profit or loss, net | 7,849 |
| | 24,076 |
| | 28,034 |
|
Purchase of interest rate cap | (6 | ) | | — |
| | (28 | ) |
Interest income received | 209 |
| | 1,215 |
| | 2,725 |
|
Dividend income received from financial assets at fair value through profit or loss | 1,473 |
| | 1,936 |
| | 6,112 |
|
Funding for development obligations | — |
| | — |
| | (88 | ) |
Due from Owner | — |
| | 4,500 |
| | 4,500 |
|
Net cash (used in) provided by from investing activities | (14,937 | ) | | 55,423 |
| | (27,665 | ) |
The accompanying notes are an integral part of the interim consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| | | | | | | | | | | |
| Three months ended March 31, | | December 31, |
| 2020 | | 2019 | | 2019 |
| Unaudited | | Audited |
| U.S. dollars in thousands |
Cash Flows from Financing Activities: | | | | | |
Proceeds from debentures, notes and bonds payable | $ | 89,893 |
| | $ | 2,608 |
| | $ | 84,268 |
|
Principal payments on notes and bond payable | (56,820 | ) | | (54,266 | ) | | (126,603 | ) |
Payments of deferred financing costs | (2,302 | ) | | (7 | ) | | (1,123 | ) |
Interest paid | (8,323 | ) | | (9,127 | ) | | (25,703 | ) |
Release of restricted cash for debt service obligations | 1,011 |
| | 276 |
| | 276 |
|
Proceeds from Series A Cumulative Convertible Redeemable Preferred Stock | — |
| | — |
| | 15,008 |
|
Non-controlling interests contributions | 112 |
| | 12 |
| | 12 |
|
Distributions to non-controlling interests | — |
| | (1,739 | ) | | (3,869 | ) |
Other financing proceeds, net | — |
| | 1,822 |
| | 1,822 |
|
Net cash provided by (used in) financing activities | 23,571 |
| | (60,421 | ) | | (55,912 | ) |
Effect of exchange rate changes on cash and cash equivalents | (375 | ) | | 1,650 |
| | 1,651 |
|
Net increase (decrease) in cash and cash equivalents | 15,387 |
| | (1,516 | ) | | (59,302 | ) |
Cash and cash equivalents, beginning of period | 68,378 |
| | 127,680 |
| | 127,680 |
|
Cash and cash equivalents, end of period | $ | 83,765 |
| | $ | 126,164 |
| | $ | 68,378 |
|
|
| | | | | | | | | | | |
Supplemental Disclosure of Noncash Activities: | | | | | |
| | | | | |
Accrual improvements to real estate | $ | 2,699 |
| | $ | 5,108 |
| | $ | 5,302 |
|
Increase in lease commission payable | $ | — |
| | $ | — |
| | $ | 693 |
|
*) Assets and liabilities assumed in connection with Pacific Oak Residential Trust acquisition:
|
| | | | | | | | | | | |
Restricted cash | $ | — |
| | $ | — |
| | $ | 1,667 |
|
Rents and other receivables | — |
| | — |
| | 989 |
|
Prepaid expenses and other assets | — |
| | — |
| | 634 |
|
Investment property | — |
| | — |
| | 109,922 |
|
Notes payable | — |
| | — |
| | (61,885 | ) |
Accounts payable and accrued liabilities | — |
| | — |
| | (1,893 | ) |
Rental security deposits | — |
| | — |
| | (904 | ) |
Transaction and related costs | — |
| | — |
| | 4,462 |
|
| $ | — |
| | $ | — |
| | $ | 52,992 |
|
The accompanying notes are an integral part of the interim consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 1: GENERAL INFORMATION
| |
a. | These financial statements have been prepared in a condensed format as of March 31, 2020 and for the three 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, 2019 and for the year then ended and the accompanying notes ("annual financial statements"). |
| |
b. | 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-related loans and real estate equity securities. The Company started recognizing two reporting segments beginning November 2019 consisting of strategic opportunistic properties and single-family homes. Prior to November 2019, the Company had only one segment. |
| |
c. | The current outbreak of the novel coronavirus, or COVID-19, has caused severe disruptions in the U.S. and global economy and will likely have an adverse impact on our financial condition and results of operations. This impact could be materially adverse to the extent the current COVID-19 outbreak, or future pandemics, cause tenants to be unable to pay their rent or reduce the demand for commercial real estate, or cause other impacts described below. April 2020 rents were over 90% collected. |
Because our property investments are located in the United States, COVID-19 has begun and will continue to impact our properties and operating results given its continued spread within the United States reduces occupancy, increases the cost of operation, results in limited hours or necessitates the closure of such properties. In addition, quarantines, states of emergencies and other measures taken to curb the spread of COVID-19 may negatively impact the ability of such properties to continue to obtain necessary goods and services or provide adequate staffing, which may also adversely affect our properties and operating results.
Accordingly, as of March 31, 2020, the Company examined the fair value of the properties, which resulted in valuing Park Highlands at $185.8 million, compared to $205.3 million at December 31, 2019.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
| |
a. | Basis of presentation of the 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, except as described below:
| |
b. | Initial application of amendment to existing financial reporting and accounting standards: |
Amendment to IFRS 3 - Business Combinations
In October 2018, the IASB issued an amendment to the definition of a "business" in IFRS 3, "business combinations" ("the amendment").
The amendment consists clarification that to meet the definition of a business, an integrated set of activities and assets must include, as a minimum, an input and a substantive process that together significantly contribute to the ability to create output.
The amendment consists an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.
The amendment has been applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after January 1, 2020.
The initial implementation of the amendment is not expected to have a material impact on the Company's consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
| |
NOTE 3: | INVESTMENT IN JOINT VENTURES |
110 William Joint Venture:
The Company does not attach the financial statements of Pacific Oak SOR SREF III 110 William, LLC, since its reports are insignificant to the Company's financial statements and do not add more information to the contained below.
Summarized information about the statements of financial position and the statements of profit or loss of Pacific Oak SOR SREF III 110 William, LLC (100%) (in thousands) (1):
|
| | | | | | | | | | | | |
| | March 31, | | December 31, |
| | 2020 | | 2019 | | 2019 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
Current assets | | $ | 11,557 |
| | $ | 13,545 |
| | $ | 11,668 |
|
Non-current assets (investment property) | | 548,287 |
| | 527,378 |
| | 540,328 |
|
Current liabilities | | 8,332 |
| | 8,016 |
| | 9,209 |
|
Non-current liabilities | | 301,667 |
| | 276,783 |
| | 292,702 |
|
| | | | | | |
Equity | | 249,845 |
| | 256,124 |
| | 250,085 |
|
| | | | | | |
Equity attributable to equity holders of the Company (Based on the waterfall mechanism) | | $ | 125,196 |
| | $ | 126,550 |
| | $ | 124,920 |
|
|
| | | | | | | | | | | | |
| | Three months ended March 31, | | December 31, |
| | 2020 | | 2019 | | 2019 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
Revenues | | $ | 7,934 |
| | $ | 7,975 |
| | $ | 33,376 |
|
Gross profit | | 3,805 |
| | 4,098 |
| | 17,092 |
|
Operating profit *) | | 3,665 |
| | 4,098 |
| | 10,090 |
|
Net loss *) | | (240 | ) | | (477 | ) | | (6,515 | ) |
Share of profit (loss) from joint venture (Based on the waterfall mechanism) | | 276 |
| | 158 |
| | (1,472 | ) |
*) Includes revaluation of investment properties | | $ | (140 | ) | | $ | — |
| | $ | (7,002 | ) |
(1) The company holds 60% of Pacific Oak SOR SREF III 110 William, LLC.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
| |
NOTE 3: | INVESTMENT IN JOINT VENTURES (Cont.) |
353 Sacramento Joint Venture:
The Company does not attach the financial statements of Pacific Oak SOR Acquisition XXIX, LLC (353 Sacramento Street), since its reports are insignificant to the Company's financial statements and do not add more information to the contained below:
Summarized information about the statements of financial position and the statements of profit or loss of 353 Sacramento Street, Pacific Oak SOR Acquisition XXIX, LLC (100%) (in thousands):
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| | | | | | | | | | | | |
| | March 31, | | December 31, |
| | 2020 | | 2019 | | 2019 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
Current assets | | $ | 5,664 |
| | $ | 4,567 |
| | $ | 11,118 |
|
Non-current assets (investment property) | | 269,665 |
| | 204,492 |
| | 264,700 |
|
Current liabilities | | 119,008 |
| | 113,872 |
| | 121,297 |
|
Non-current liabilities | | 2,095 |
| | 861 |
| | 2,095 |
|
| | | | | | |
Equity | | 154,226 |
| | 94,326 |
| | 152,426 |
|
| | | | | | |
Equity attributable to equity holders of the Company (Based on the waterfall mechanism) | | $ | 85,195 |
| | $ | 52,107 |
| | $ | 84,170 |
|
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| | | | | | | | | | | | |
| | Three months ended March 31, | | December 31, |
| | 2020 | | 2019 | | 2019 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
Revenues | | $ | 4,752 |
| | $ | 4,014 |
| | $ | 16,999 |
|
Gross profit | | 3,319 |
| | 2,483 |
| | 9,928 |
|
Operating profit *) | | 3,122 |
| | 2,358 |
| | 64,775 |
|
Net profit *) | | 1,800 |
| | 939 |
| | 59,039 |
|
Share of profit from joint venture (Based on the waterfall mechanism) | | 1,025 |
| | 615 |
| | 32,677 |
|
*) Includes revaluation of investment properties | | $ | (197 | ) | | $ | (125 | ) | | $ | 54,847 |
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(1) The company holds 55% of Pacific Oak SOR Acquisition XXIX, LLC.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
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NOTE 4: | FINANCIAL INSTRUMENTS |
The fair value of non-current notes payables as of March 31, 2020 is not materially different from its fair value as presented in the annual consolidated financial statements as of December 31, 2019. The fair value of the debentures payable as of March 31, 2020 was approximately $208.6 million (740.3 million NIS).
The change in fair value of foreign currency collars that are not designated as cash flow hedges are recorded as foreign currency transaction gains or losses in the accompanying consolidated statements of profit or loss. During the three months ended March 31, 2020, the Company recognized a net gain of $15.0 million derived from a $6.0 million of foreign currency transaction gain related to exchange differences of the debentures, which is shown combined with a $9.0 million gain related to the foreign currency collars. As of March 31, 2020, the Company used Level 2 inputs to measure the foreign currency collars fair value at $8.8 million, which is shown in prepaid expenses and other assets on the accompanying consolidated statements of financial position.
As of March 31, 2020, the Company had a working capital shortfall amounting to $164.5 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 does not view the working capital shortfall as a liquidity problem.
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NOTE 5: | SEGMENT INFOMRATION |
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. The Company started recognizing two reporting segments beginning November 2019 consisting of strategic opportunistic properties and single-family homes. Prior to November 2019, the Company had only one segment. The selected financial information for the two reporting segments as of and for the three months ended March 31, 2020 and as of and the year ended December 31, 2019 is as follows:
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| | | | | | | | | | | | |
| | March 31, 2020 |
| | Strategic Opportunistic Properties | | Single-Family Homes | | Total |
| | | | | | |
Investment properties | | $ | 933,556 |
| | $ | 110,477 |
| | $ | 1,044,033 |
|
Total assets | | $ | 1,342,108 |
| | $ | 119,704 |
| | $ | 1,461,812 |
|
Total liabilities | | $ | 667,259 |
| | $ | 80,539 |
| | $ | 747,798 |
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| | | | | | |
| | Three Months Ended March 31, 2020 |
| | Strategic Opportunistic Properties | | Single-Family Homes | | Total |
Total revenues and other income | | $ | 20,180 |
| | $ | 2,907 |
| | $ | 23,087 |
|
Gross profit | | $ | 10,651 |
| | $ | 1,241 |
| | $ | 11,892 |
|
Finance expenses | | $ | 6,055 |
| | $ | 1,106 |
| | $ | 7,161 |
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PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
| |
NOTE 5: | SEGMENT INFOMRATION (cont.) |
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| | | | | | | | | | | | |
| | December 31, 2019 |
| | Strategic Opportunistic Properties | | Single-Family Homes | | Total |
| | | | | | |
Investment properties | | $ | 949,696 |
| | $ | 110,134 |
| | $ | 1,059,830 |
|
Total assets | | $ | 1,350,674 |
| | $ | 119,904 |
| | $ | 1,470,578 |
|
Total liabilities | | $ | 648,285 |
| | $ | 79,345 |
| | $ | 727,630 |
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| | | | | | |
| | Year ended December 31, 2019 |
| | Strategic Opportunistic Properties | | Single-Family Homes | | Total |
Total revenues and other income | | $ | 84,635 |
| | $ | 1,884 |
| | $ | 86,519 |
|
Gross profit | | $ | 43,095 |
| | $ | 948 |
| | $ | 44,043 |
|
Finance expenses | | $ | 28,352 |
| | $ | 497 |
| | $ | 28,849 |
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NOTE 6: | SIGNIFICANT EVENTS DURING THE REPORTING PERIOD |
Series B Debentures
On February 16, 2020, the Company issued 254.1 million Israeli new Shekels (approximately $74.1 million as of February 16, 2020) of Series B debentures to Israeli investors pursuant to a public offering registered with the Israel Securities Authority. The Series B Debentures bears interest at the rate of 3.93% per year. The first interest payment is on July 31, 2020 and subsequent payments are on January 31st and July 31st of each year from 2020 to 2026. The aggregate offering costs were approximately $2.2 million and the effective interest rate is approximately 4.5%. The Series B Debentures have principal installment payments equal to 33.33% of the face amount of the Series B Debentures on January 31st of each year from 2024 to 2026.
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 March 31, 2020, 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 March 31, 2020 was $698.2 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 53%; (iii) the Adjusted NOI was $73.3 million for the trailing twelve months ended March 31, 2020; and (iv) the consolidated scope of projects was $0 as of March 31, 2020.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
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NOTE 6: | SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (cont.) |
Proposed Merger
On February 19, 2020, the Parent Company, Pacific Oak SOR II, LLC, an indirect subsidiary of the Company and the Parent Company (“Merger Sub”), and Pacific Oak Strategic Opportunity REIT II, Inc. (“POSOR II”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, POSOR II will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger (the “Surviving Entity”), such that following the Merger, the Surviving Entity will continue as an indirect subsidiary of the Parent Company. As a result of the Merger, POSOR II would cease to exist. At the effective time of the Merger and subject to the terms and conditions of the Merger Agreement, each issued and outstanding share of POSOR II’s common stock (or a fraction thereof), $0.01 par value per share, will be converted into the right to receive 0.9643 shares of the Parent Company’s common stock, par value $0.01 per share. The combined company after the Merger will retain the name “Pacific Oak Strategic Opportunity REIT, Inc.” As of the date the consolidated financial statements are issued, the Merger had not be completed.
Hedge
On March 16, 2020, the Company entered into a foreign currency collar with an aggregate Israeli new Shekels notional amount of 418.0 million which expires on September 16, 2020. The foreign currency collar consists of a purchased call option to buy Israeli new Shekels at 3.5875 and a sold put option to sell the Israeli new Shekels at 3.725. The foreign currency collar is intended to permit the Company to exchange, on the settlement date of the collar, 418.0 million Israeli new Shekels for an amount ranging from $112.2 million to $116.5 million. On March 17, 2020, the Company entered into a foreign currency collar with an aggregate Israeli new Shekels notional amount of 380.0 million which expires on September 16, 2020. The foreign currency collar consists of a purchased call option to buy Israeli new Shekels at 3.700 and a sold put option to sell the Israeli new Shekels at 3.820. The foreign currency collar is intended to permit the Company to exchange, on the settlement date of the collar, 380.0 million Israeli new Shekels for an amount ranging from $99.5 million to $102.7 million
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