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 MARCH 31, 2023
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 |
| |
Consolidated Statements of Cash Flows | 5-6 |
| |
Notes to Interim Consolidated Financial Statements | 7-14 |
- - - - - - - - - - - - - - - - - - -
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, | | | December 31, |
| | 2023 | | 2022 | | | 2022 |
| | Unaudited | | | Audited |
| | U.S. dollars in thousands |
ASSETS | | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 122,673 | | $ | 59,124 | | | $ | 94,391 |
Financial assets at fair value through profit or loss | | 48,120 | | 104,574 | | | 60,152 |
Rents and other receivables, net | | 3,476 | | 3,180 | | | 3,157 |
Prepaid expenses and other assets | | 7,532 | | 6,118 | | | 5,073 |
Due from affiliate | | — | | 8,240 | | | — |
Restricted cash | | 17,734 | | 3,684 | | | 20,799 |
| | 199,535 | | 184,920 | | | 183,572 |
NON-CURRENT ASSETS | | | | | | | |
Investment properties | | 1,613,510 | | 1,531,633 | | | 1,699,963 |
Property plant and equipment - hotels, net | | 41,393 | | 132,779 | | | 41,697 |
Goodwill | | 5,436 | | 13,534 | | | 5,436 |
Investment in joint ventures | | 138,279 | | 209,081 | | | 161,486 |
| | | | | | | |
Restricted cash | | 26,893 | | 34,439 | | | 40,314 |
| | 1,825,511 | | 1,921,466 | | | 1,948,896 |
Total assets | | $ | 2,025,046 | | $ | 2,106,386 | | | $ | 2,132,468 |
LIABILITIES AND EQUITY | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Notes payable, net | | $ | 281,035 | | $ | 161,549 | | | $ | 273,397 |
Debentures, net | | 103,413 | | — | | | — |
Accounts payable and accrued liabilities | | 16,841 | | 17,381 | | | 23,999 |
Due to affiliates | | 3,029 | | 4,058 | | | 2,976 |
Distribution payable to Owner | | — | | 8,750 | | | — |
Other liabilities | | 30,895 | | 33,974 | | | 38,895 |
Lease obligation | | 360 | | 360 | | | 360 |
Rental security deposits | | 1,721 | | — | | | 1,651 |
Series A Cumulative Convertible Redeemable Preferred Stock | | — | | 15,233 | | | — |
| | 437,294 | | 241,305 | | | 341,278 |
| | | | | | | |
NON-CURRENT LIABILITIES | | | | | | | |
Notes payable, net | | 446,096 | | 568,162 | | | 455,036 |
Debentures, net | | 206,827 | | 252,218 | | | 316,276 |
Lease obligation | | 9,108 | | 9,021 | | | 9,086 |
Rental security deposits | | 4,485 | | 6,784 | | | 4,840 |
Other liabilities | | 12,568 | | — | | | — |
| | 679,084 | | 836,185 | | | 785,238 |
Total liabilities | | 1,116,378 | | 1,077,490 | | | 1,126,516 |
EQUITY | | | | | | | |
Owner's net equity | | 896,834 | | 1,001,352 | | | 993,380 |
Non-controlling interests | | 11,834 | | 27,544 | | | 12,572 |
Total equity | | 908,668 | | 1,028,896 | | | 1,005,952 |
Total liabilities and equity | | $ | 2,025,046 | | $ | 2,106,386 | | | $ | 2,132,468 |
The accompanying notes are an integral part of the interim consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | |
May 30, 2023 | | /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, | |
| | 2023 | | 2022 | | 2022 | |
| | Unaudited | | Audited | |
| | U.S. dollars in thousands | |
Revenues and other income: | | | | | | | |
Rental income | | $ | 29,821 | | | $ | 26,959 | | | $ | 112,900 | | |
Tenant reimbursements | | 3,135 | | | 3,169 | | | 12,328 | | |
Hotel revenues | | 2,913 | | | 5,917 | | | 30,749 | | |
Other operating income | | 487 | | | 397 | | | 1,892 | | |
Total revenues and other income | | 36,356 | | | 36,442 | | | 157,869 | | |
| | | | | | | |
Expenses: | | | | | | | |
Operating, maintenance, and management fees | | (11,627) | | | (10,473) | | | (46,901) | | |
Real estate taxes and insurance | | (6,417) | | | (5,024) | | | (21,133) | | |
Hotel expenses | | (1,969) | | | (5,111) | | | (19,252) | | |
Total expenses | | (20,013) | | | (20,608) | | | (87,286) | | |
Gross profit | | 16,343 | | | 15,834 | | | 70,583 | | |
| | | | | | | |
Fair value adjustment of investment properties, net | | (58,946) | | | 10,137 | | | 56,913 | | |
Depreciation | | (314) | | | (790) | | | (2,212) | | |
Equity in loss of unconsolidated joint ventures | | (22,063) | | | (1,156) | | | (19,656) | | |
Asset management fees to affiliate | | (3,973) | | | (3,127) | | | (13,678) | | |
Impairment charges on goodwill | | — | | | — | | | (8,098) | | |
General and administrative expenses | | (1,531) | | | (1,336) | | | (4,100) | | |
Other operating expenses | | — | | | — | | | (2,546) | | |
Operating profit | | (70,484) | | | 19,562 | | | 77,206 | | |
| | | | | | | |
Transaction and related costs | | — | | | (108) | | | — | | |
Finance income | | 207 | | | 46 | | | 233 | | |
Finance loss from financial assets at fair value through profit or loss | | (10,034) | | | (5,134) | | | (46,389) | | |
Finance expenses | | (16,031) | | | (9,754) | | | (49,253) | | |
Gain on extinguishment of debt | | — | | | 2,367 | | | 2,367 | | |
Foreign currency transaction gain, net | | 2,720 | | | 7,265 | | | 29,038 | | |
Net (loss) income before income taxes | | $ | (93,622) | | | $ | 14,244 | | | $ | 13,202 | | |
Income tax provision | | (3,662) | | | — | | | (4,924) | | |
Net (loss) income | | (97,284) | | | 14,244 | | | 8,278 | | |
| | | | | | | |
Net (loss) income attributable to owner | | $ | (96,546) | | | $ | 13,276 | | | $ | 10,304 | | |
Net (loss) income attributable to non-controlling interests | | (738) | | | 968 | | | (2,026) | | |
Net (loss) income | | $ | (97,284) | | | $ | 14,244 | | | $ | 8,278 | | |
Total comprehensive income | | $ | (97,284) | | | $ | 14,244 | | | $ | 8,278 | | |
| | | | | | | |
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, 2023 | | $ | 693,554 | | | $ | 256,752 | | | $ | 43,074 | | | $ | 993,380 | | | $ | 12,572 | | | $ | 1,005,952 | |
Net loss | | — | | | (96,546) | | | — | | | (96,546) | | | (738) | | | (97,284) | |
Total comprehensive income | | — | | | (96,546) | | | — | | | (96,546) | | | (738) | | | (97,284) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance at March 31, 2023 | | $ | 693,554 | | | $ | 160,206 | | | $ | 43,074 | | | $ | 896,834 | | | $ | 11,834 | | | $ | 908,668 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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, 2022 | | $ | 693,554 | | | $ | 271,448 | | | $ | 43,074 | | | $ | 1,008,076 | | | $ | 26,576 | | | $ | 1,034,652 | |
Net income | | — | | | 13,276 | | | — | | | 13,276 | | | 968 | | | 14,244 | |
Total comprehensive income | | — | | | 13,276 | | | — | | | 13,276 | | | 968 | | | 14,244 | |
Distribution declared to Owner | | — | | | (20,000) | | | — | | | (20,000) | | | — | | | (20,000) | |
Balance at March 31, 2022 | | $ | 693,554 | | | $ | 264,724 | | | $ | 43,074 | | | $ | 1,001,352 | | | $ | 27,544 | | | $ | 1,028,896 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 December 31, 2021 | | $ | 693,554 | | | $ | 271,448 | | | $ | 43,074 | | | $ | 1,008,076 | | | $ | 26,576 | | | $ | 1,034,652 | |
Net income (loss) | | — | | | 10,304 | | | — | | | 10,304 | | | (2,026) | | | 8,278 | |
Total comprehensive income (loss) | | — | | | 10,304 | | | — | | | 10,304 | | | (2,026) | | | 8,278 | |
Distributions to Owner | | — | | | (25,000) | | | — | | | (25,000) | | | — | | | (25,000) | |
Reclassification of redeemable non-controlling interest to liability | | — | | | — | | | — | | | — | | | (6,687) | | | (6,687) | |
Non-controlling interests contributions | | — | | | — | | | — | | | — | | | 1,569 | | | 1,569 | |
Non-controlling interests distribution | | — | | | — | | | — | | | — | | | (6,860) | | | (6,860) | |
Balance at December 31, 2022 | | $ | 693,554 | | | $ | 256,752 | | | $ | 43,074 | | | $ | 993,380 | | | $ | 12,572 | | | $ | 1,005,952 | |
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, |
| 2023 | | 2022 | | 2022 |
| Unaudited | | Audited |
| U.S. dollars in thousands |
Cash Flows from Operating Activities: | | | | | |
Net (loss) income | $ | (97,284) | | | $ | 14,244 | | | $ | 8,278 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
Equity in loss of unconsolidated joint ventures | 22,063 | | | 1,156 | | | 19,656 | |
Fair value adjustment on investment properties, net | 58,946 | | | (10,137) | | | (56,913) | |
Depreciation | 314 | | | 790 | | | 2,212 | |
Impairment charges on goodwill | — | | | — | | | 8,098 | |
Other operating expenses | — | | | — | | | 2,546 | |
Income tax provision | 3,662 | | | — | | | 4,924 | |
Transaction and related costs | — | | | 108 | | | — | |
Gain on extinguishment of debt | — | | | (2,367) | | | (2,367) | |
Deferred rent | (894) | | | (1,051) | | | (2,758) | |
Credit loss on financial assets | 459 | | | 597 | | | 2,580 | |
Finance expenses | 16,031 | | | 9,754 | | | 49,253 | |
Finance income | (207) | | | (46) | | | (233) | |
Finance loss from financial assets at fair value through profit or loss | 10,034 | | | 5,134 | | | 46,389 | |
Foreign currency transaction gain, net | (2,720) | | | (7,265) | | | (29,038) | |
| 10,404 | | | 10,917 | | | 52,627 | |
Changes in assets and liabilities: | | | | | |
Restricted cash | 16,073 | | | (2,336) | | | (25,258) | |
Rents and other receivables | (772) | | | (590) | | | (2,548) | |
Prepaid expenses and other assets | (3,007) | | | (1,373) | | | 1,371 | |
Accounts payable and accrued liabilities | (5,532) | | | (638) | | | (5,211) | |
Rental security deposits | (285) | | | 889 | | | 596 | |
Due to affiliates | 415 | | | 1,979 | | | 749 | |
Other liabilities | 4,377 | | | (2,915) | | | (757) | |
Lease incentive additions | 464 | | | 182 | | | 297 | |
| 11,733 | | | (4,802) | | | (30,761) | |
Net cash provided by operating activities | 22,137 | | | 6,115 | | | 21,866 | |
| | | | | |
Cash Flows from Investing Activities: | | | | | |
Acquisitions of investment properties | — | | | — | | | (6,691) | |
Improvements to investment properties | (6,763) | | | (6,253) | | | (31,942) | |
Proceeds from sales of investment properties, net | 34,139 | | | 9,468 | | | 62,816 | |
Proceeds from sale of property plant and equipment | — | | | — | | | 88,361 | |
Additions to property plant and equipment - hotels | (11) | | | (57) | | | (676) | |
Cash received upon consolidation of PORT II*) | — | | | — | | | 1,473 | |
Investment in unconsolidated joint venture, net | — | | | (1,500) | | | (23,318) | |
Distribution of capital from investment in unconsolidated joint venture | 1,144 | | | 142 | | | — | |
| | | | | |
Purchase of interest rate cap | — | | | (506) | | | (556) | |
| | | | | |
Purchase of foreign currency collars | (1,936) | | | — | | | — | |
Settlement of foreign currency collars, net | (4,314) | | | — | | | — | |
Finance income received | 204 | | | 45 | | | 230 | |
Dividend income received from financial assets at fair value through profit or loss | 1,995 | | | 4,595 | | | 7,762 | |
Proceeds (funding) for development obligations | — | | | — | | | (7,934) | |
Proceeds from advances due from affiliates, net | — | | | (1,201) | | | 7,039 | |
Restricted cash deposited for capital expenditures | (71) | | | 1,308 | | | 3,949 | |
Net cash provided by investing activities | 24,387 | | | 6,041 | | | 100,513 | |
The accompanying notes are an integral part of the interim consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
| | | | | | | | | | | | | | | | | |
| Three months ended March 31, | | Year ended December 31, |
| 2023 | | 2022 | | 2022 |
| Unaudited | | Audited |
| U.S. dollars in thousands |
Cash Flows from Financing Activities: | | | | | |
Proceeds from debentures, notes and bonds payable | $ | 980 | | | $ | 53,758 | | | 188,106 | |
Principal payments on notes and bond payable | (2,841) | | | (64,136) | | | (192,268) | |
Payments of deferred financing costs from notes and debentures | (472) | | | (861) | | | (4,770) | |
Interest paid | (15,924) | | | (11,122) | | | (39,874) | |
(Contribution) release of restricted cash for debt service obligations | — | | | (2,500) | | | (2,500) | |
Payment to redeem Series A Cumulative Convertible Redeemable Preferred Stock | — | | | — | | | (16,934) | |
Non-controlling interests (distributions) contributions, net | — | | | — | | | (8,847) | |
Non-controlling interests buyout | — | | | — | | | (6,687) | |
Dividends to Owner | — | | | (11,250) | | | (25,000) | |
| | | | | |
Net cash used in financing activities | (18,257) | | | (36,111) | | | (108,774) | |
Effect of exchange rate changes on cash and cash equivalents | 15 | | | (136) | | | (2,429) | |
Net increase (decrease) in cash and cash equivalents | 28,282 | | | (24,091) | | | 11,176 | |
Cash and cash equivalents, beginning of period | 94,391 | | | 83,215 | | | 83,215 | |
Cash and cash equivalents, end of period | $ | 122,673 | | | $ | 59,124 | | | $ | 94,391 | |
| | | | | | | | | | | | | | | | | |
Supplemental Disclosure of Noncash Activities: | | | | | |
| | | | | |
Accrual improvements to real estate | $ | 2,554 | | | $ | 2,685 | | | $ | 3,592 | |
Distribution payable to Owner | $ | — | | | $ | 8,750 | | | $ | — | |
| | | | | | | | | | | | | | | | | |
*) Assets and liabilities assumed in connection with the PORT II consolidation: | | | | | |
Investment property | $ | — | | | $ | — | | | $ | 135,030 | |
Restricted cash | — | | | — | | | 361 | |
Prepaid expenses and other assets | — | | | — | | | 639 | |
Notes payable | — | | | — | | | (82,646) | |
Accounts payable and accrued liabilities | — | | | — | | | (1,030) | |
Other liabilities | — | | | — | | | (1,499) | |
Due to affiliates | — | | | — | | | (148) | |
Non-controlling interest | — | | | — | | | (1,125) | |
Investment in joint venture | — | | | — | | | (51,055) | |
Cash assumed in connection with the PORT II consolidation | $ | — | | | $ | — | | | $ | (1,473) | |
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
These financial statements have been prepared in a condensed format as of March 31, 2023 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, 2022 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) hotel.
As of March 31, 2023, the Company owned eight office properties, one office portfolio consisting of two office buildings and 25 acres of undeveloped land, encompassing, in the aggregate, approximately 3.2 million rentable square feet. As of March 31, 2023, these properties were 69% occupied. In addition, the Company owned one residential home portfolio consisting of 2,456 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 was 94% and 95% occupied, respectively. The Company also owned one hotel property with 196 rooms and two investments in undeveloped land with approximately 671 developable acres and one office/retail development property.
Although inflation has not materially impacted the Company’s operations in the recent past, inflation reached a 40-year high in 2022 and beginning in March of 2022, the Federal Reserve began raising the federal funds rate in an effort to curb inflation. The Federal Reserve’s action, coupled with other macroeconomic factors, may trigger a recession in the United States, globally, or both. Increased inflation and interest rates could have an adverse impact on the Company’s variable rate debt, the ability to borrow money, and general and administrative expenses, as these costs could increase at a rate higher than the Company’s rental and other revenue. Increases in the costs of owning and operating the Company’s properties due to inflation could reduce the Company’s net operating income and the value of an investment in the Company to the extent such increases are not reimbursed or paid by the Company’s tenants. If we are materially impacted by increasing inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with the Company’s tenants, we may implement measures to conserve cash or preserve liquidity. In addition, due to rising interest rates, we may experience restrictions in our liquidity based on certain financial covenant requirements, our inability to refinance maturing debt in part or in full as it comes due and higher debt service costs and reduced yields relative to cost of debt. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our business needs may not be adequately met. Based on interest rates as of March 31, 2023, if interest rates were 100 basis points higher or lower during the 12 months ending March 31, 2023, interest expense on our variable rate debt would increase or decrease by $3.3 million and $6.7 million, respectively.
In addition, tenants and potential tenants of the Company’s properties may be adversely impacted by inflation and rising interest rates, which could negatively impact the Company’s tenants’ ability to pay rent and the demand for the Company’s properties. Such adverse impacts on the Company’s tenants may cause increased vacancies, which may add pressure to lower rents and increase the Company’s expenditures for re-leasing.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
As of March 31, 2023, the Company had a working capital shortfall amounting to $237.8 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. There are no limitations on the Company’s ability to withdraw funds from the Company’s subsidiaries. The Company expects to generate cash flow from additional asset sales in 2023 and 2024. Accordingly, the Company does not view the working capital shortfall as a liquidity problem.
NOTE 2: SIGNIFICANT ACCOUNTING POLICY
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.
Disclosures of new standards in the period prior to their adoption:
Amendments to IAS 1 and IFRS Practice Statement 2 "Disclosure of Accounting Policies":
On February 2021, the IASB issued Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for annual periods beginning on or after 1 January 2023.
Amendment to IAS 8, "Accounting Policies, Changes to Accounting Estimates and Errors":
On February 2021, the IASB issued Definition of Accounting Estimates (Amendments to IAS 8) to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after 1 January 2023.
Amendments to IAS 1 - Presentation of Financial Statements
The amendments clarify how to classify debt and other liabilities as current or non-current. The amendments to IAS 1 apply to annual reporting periods beginning on or after January 1, 2024. The company is currently assessing the impact of these amendments. There are currently no other future changes to IFRS with potential impact on the company.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 3: INVESTMENT IN JOINT VENTURES
As of March 31, 2023, the Company’s investments in unconsolidated entities were composed of the following (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Properties as of March 31, 2023 | | | | | | Investment Balance as of |
| | | | | | | March 31, | | December 31, 2022 |
| | | | | | | 2023 | | 2022 | |
Joint Venture | | | Location | | Ownership % | | (Unaudited) | | (Audited) |
110 William Joint Venture | | 1 | | New York, New York | | 60.0% | | $ | 43,392 | | | $ | 85,113 | | | $ | 47,574 | |
353 Sacramento Joint Venture | | 1 | | San Francisco, California | | 55.0% | | 58,730 | | | 84,313 | | | 77,147 | |
Pacific Oak Opportunity Zone Fund I | | 3 | | Various | | 46.0% | | 36,157 | | | 27,215 | | | 36,765 | |
PORT II OP LP* | | 251 | | Various | | 91.9% | | — | | | 12,440 | | | — | |
| | | | | | | | $ | 138,279 | | | $ | 209,081 | | | $ | 161,486 | |
| | | | | | | | | | | | |
* The Company consolidated the investment in PORT II as of July 1, 2022.
The equity in loss of unconsolidated joint ventures for the three months ended March 31, 2023 and 2022 and the year ended December 31, 2022 was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Year ended December 31, 2022 | | |
| | 2023 | | 2022 | | | |
| | (Unaudited) | | (Audited) | | |
110 William Joint Venture | | $ | (4,182) | | | $ | (132) | | | (39,351) | | | |
353 Sacramento Joint Venture | | (17,263) | | | (979) | | | (8,146) | | | |
Pacific Oak Opportunity Zone Fund I | | (618) | | | — | | | 9,551 | | | |
PORT II OP LP | | — | | | (45) | | | 18,290 | | | |
Equity in loss of unconsolidated joint ventures | | $ | (22,063) | | | $ | (1,156) | | | $ | (19,656) | | | |
110 William Joint Venture:
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):
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
| | | | | | | | | | | | | | | | | | | | |
| | March 31, | | December 31, |
| | 2023 | | 2022 | | 2022 |
| | (Unaudited) | | (Audited) |
| | |
Current assets | | $ | 8,343 | | | $ | 11,860 | | | $ | 12,483 | |
Non-current assets (investment property) | | 402,109 | | | 461,565 | | | 401,900 | |
Current liabilities (1) | | 337,540 | | | 320,741 | | | 334,500 | |
Non-current liabilities | | 592 | | | 285 | | | 593 | |
| | | | | | |
Equity | | 72,320 | | | 152,399 | | | 79,290 | |
| | | | | | |
Equity attributable to equity holders of the Company (Based on the waterfall mechanism) | | $ | 43,392 | | | $ | 85,113 | | | $ | 47,574 | |
(1) On April 10, 2023, the 110 William Joint Venture extended the maturity date of the current loans until May 8, 2023. As of the date of the approval of the financial statements, the Company had extended the maturity date to June 8, 2023.
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended March 31, | | Year ended December 31, |
| | 2023 | | 2022 | | 2022 |
| | (Unaudited) | | (Audited) |
| | |
Revenues | | $ | 6,525 | | | $ | 6,685 | | | $ | 26,856 | |
Gross profit | | 2,143 | | | 2,868 | | | 10,784 | |
Operating profit (loss) *) | | 2,143 | | | 2,868 | | | (49,260) | |
Net income (loss) *) | | (6,917) | | | (597) | | | (76,506) | |
Share of profit (loss) from joint venture (Based on the waterfall mechanism) | | (4,182) | | | (132) | | | (39,351) | |
*) Includes revaluation of investment properties | | $ | — | | | $ | — | | | $ | (60,044) | |
353 Sacramento Joint Venture:
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):
| | | | | | | | | | | | | | | | | | | | |
| | March 31, | | December 31, |
| | 2023 | | 2022 | | 2022 |
| | (Unaudited) | | (Audited) |
| | |
Current assets | | $ | 16,151 | | | $ | 21,232 | | | $ | 19,123 | |
Non-current assets (investment property) | | 202,699 | | | 251,709 | | | 233,400 | |
Current liabilities | | 2,010 | | | 8,784 | | | 2,318 | |
Non-current liabilities | | 112,440 | | | 111,796 | | | 112,256 | |
| | | | | | |
Equity | | 104,401 | | | 152,361 | | | 137,949 | |
| | | | | | |
Equity attributable to equity holders of the Company (Based on the waterfall mechanism) | | $ | 58,730 | | | $ | 84,313 | | | $ | 77,147 | |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended March 31, | | Year ended December 31, |
| | 2023 | | 2022 | | 2022 |
| | (Unaudited) | | (Audited) |
| | |
Revenues | | $ | 2,971 | | | $ | 4,828 | | | $ | 15,156 | |
Gross profit | | 1,041 | | | 1,694 | | | 4,127 | |
Operating (loss) profit *) | | (29,684) | | | 1,696 | | | (8,475) | |
Net (loss) profit *) | | (32,428) | | | 409 | | | (13,978) | |
Share of (loss) profit from joint venture (Based on the waterfall mechanism) | | (17,263) | | | (979) | | | (8,146) | |
*) Includes revaluation of investment properties | | $ | (30,731) | | | $ | — | | | $ | (12,614) | |
The Company does not attach the financial statements related to the investments in unconsolidated
joint ventures, as the reports do not add more information to the contained above.
NOTE 4: FINANCIAL INSTRUMENTS
The fair value of notes payables as of March 31, 2023 is not materially different from its fair value as presented in the annual consolidated financial statements as of December 31, 2022. The fair value of the debentures payable as of March 31, 2023 was approximately $286.7 million (1.0 billion NIS) based on quoted market prices (Level 1).
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, 2023, 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, 2022 was $896.8 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 55%; (iii) the Adjusted NOI was $82.8 million for the trailing twelve months ended March 31, 2023; and (iv) the consolidated scope of projects was $0 as of March 31, 2023.
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 from financial assets at fair value through profit or loss.
The Company's investments in in U.S. Treasury bills are carried at their estimated fair value based on quoted market prices (Level 1) for the debt securities. Unrealized gains and losses are reported in finance income.
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 Pacific Oak Residential Trust II, Inc. (“PORT II”) multifamily homes. On September 1,
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
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. The selected financial information for the reporting segments as of and for the three months ended March 31, 2023 and 2022 and as of and the year ended December 31, 2022 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 |
| | Strategic Opportunistic Properties | | Residential Homes | | Hotel | | Total |
| | (Unaudited) |
Investment properties | | $ | 1,189,035 | | | $ | 424,475 | | | $ | — | | | $ | 1,613,510 | |
Property plant and equipment - hotels, net | | $ | — | | | $ | — | | | $ | 41,393 | | | $ | 41,393 | |
Total assets | | $ | 1,541,680 | | | $ | 436,133 | | | $ | 47,233 | | | $ | 2,025,046 | |
Total liabilities | | $ | 879,509 | | | $ | 210,852 | | | $ | 26,017 | | | $ | 1,116,378 | |
| | | | | | | | |
| | Three months ended March 31, 2023 |
| | Strategic Opportunistic Properties | | Residential Homes | | Hotel | | Total |
| | (Unaudited) |
Total revenues and other income | | $ | 24,005 | | | $ | 9,438 | | | $ | 2,913 | | | $ | 36,356 | |
Gross profit | | $ | 10,734 | | | $ | 4,665 | | | $ | 944 | | | $ | 16,343 | |
Finance expenses | | $ | 12,777 | | | $ | 2,731 | | | $ | 523 | | | $ | 16,031 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2022 |
| | Strategic Opportunistic Properties | | Single-Family Homes | | Hotels | | Total |
| | (Unaudited) |
Investment properties | | $ | 1,249,604 | | | $ | 282,029 | | | $ | — | | | $ | 1,531,633 | |
Property plant and equipment - hotels, net | | $ | — | | | $ | — | | | $ | 132,779 | | | $ | 132,779 | |
Total assets | | $ | 1,646,826 | | | $ | 309,751 | | | $ | 149,809 | | | $ | 2,106,386 | |
Total liabilities | | $ | 853,502 | | | $ | 138,794 | | | $ | 85,194 | | | $ | 1,077,490 | |
| | | | | | | | |
| | Three months ended March 31, 2022 |
| | Strategic Opportunistic Properties | | Single-Family Homes | | Hotels | | Total |
| | (Unaudited) |
Total revenues and other income | | $ | 24,617 | | | $ | 5,908 | | | $ | 5,917 | | | $ | 36,442 | |
Gross profit | | $ | 12,235 | | | $ | 2,793 | | | $ | 806 | | | $ | 15,834 | |
Finance expenses | | $ | 6,794 | | | $ | 1,510 | | | $ | 1,450 | | | $ | 9,754 | |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Strategic Opportunistic Properties | | Residential Homes | | Hotel | | Total |
| | (Audited) |
Investment properties | | $ | 1,264,526 | | | $ | 435,437 | | | $ | — | | | $ | 1,699,963 | |
Property plant and equipment - hotels, net | | $ | — | | | $ | — | | | $ | 41,697 | | | $ | 41,697 | |
Total assets | | $ | 1,636,842 | | | $ | 448,210 | | | $ | 47,416 | | | $ | 2,132,468 | |
Total liabilities | | $ | 885,342 | | | $ | 214,884 | | | $ | 26,290 | | | $ | 1,126,516 | |
| | | | | | | | |
| | Year ended December 31, 2022 |
| | Strategic Opportunistic Properties | | Residential Homes | | Hotel | | Total |
| | (Audited) |
Total revenues and other income | | $ | 96,964 | | | $ | 30,156 | | | $ | 30,749 | | | $ | 157,869 | |
Gross profit | | $ | 45,543 | | | $ | 13,543 | | | $ | 11,497 | | | $ | 70,583 | |
Finance expenses | | $ | 35,847 | | | $ | 8,955 | | | $ | 4,451 | | | $ | 49,253 | |
NOTE 6: SIGNIFICANT EVENTS DURING THE REPORTING PERIOD
Park Highlands Land
In January 2023, the Company, through an indirect wholly owned subsidiary, entered into a purchase and sale agreement, as amended and extended the closing dates to sell 234 developable acres of undeveloped land located in North Las Vegas, Nevada (“Park Highlands”). The previous anticipated closing dates were December 2022 and 2023 and has been extended to October 2023 and 2024. In return for the extensions, the buyer agreed to release the $17.0 million deposit that had previously been held in escrow, to the Company.
In February 2023, the Company, through a taxable REIT subsidiary, sold approximately 71 developable acres of Park Highlands undeveloped land for an aggregate sales price, of $40.1 million, excluding future development costs, closing costs and credits. The purchaser is not affiliated with the Company or the Advisor. As a result of this sale, the Company recognized an income tax provision of $3.7 million classified as income tax provision in the accompanying consolidated statement of profit or loss and a corresponding deferred tax liability classified as other liabilities in the accompanying statement of financial position.
Recent Debt Extension
During the three months ended March 31, 2023, the Company extended the maturity date of the Q&C Hotel loan to January 31, 2024.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
Recent Cash Investment
During the three months ended March 31, 2023, the Company purchased $78.5 million in U.S. Treasury bills with an aggregate par value of $79.4 million. As of March 31, 2023, the Company’s investments in U.S. Treasury bills have an aggregate accreted cost of $78.6 million and have original maturities of less than three months and are included in cash and cash equivalents in the consolidated statement of financial position.
NOTE 7: SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Dividend Approval
On May 30, 2023, the Company’s board of directors approved a distribution of dividend in the amount of $2.0 million to the Owner.
- - - - - - - - - - - - - - - - - - -