Exhibit 99.2
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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.
PRESENTATION OF SEPARATE FINANCIAL DATA FROM THE
CONSOLIDATED FINANCIAL STATEMENTS ATTRIBUTABLE TO THE COMPANY
September 30, 2024 (Unaudited)
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
PRESENTATION OF SEPARATE FINANCIAL DATA
FROM THE CONSOLIDATED FINANCIAL STATEMENTS
ATTRIBUTABLE TO THE COMPANY
AS OF SEPTEMBER 30, 2024
(UNAUDITED)
U.S. DOLLARS IN THOUSANDS
INDEX
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| Page |
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| Special Report Presented Pursuant to Regulation 38d | 2 |
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| Financial Information from the Consolidated Statements of Financial Position Attributable to the Company | 3 |
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| Financial Information from the Consolidated Statements of Profit or Loss Attributable to the Company | 4 |
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| Financial Information from the Consolidated Statements of Cash Flows Attributable to the Company | 5 |
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| Additional Information | 6-7 |
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Special Report in accordance with Regulation 38d
Financial Information and Financial Data from the
Consolidated Financial Statements Attributable to the Company
Below is separate financial information and financial data attributable to the Company from the Group's consolidated financial statements as of September 30, 2024, published as part of the periodic reports ("consolidated financial statements"), presented in accordance with Regulation 38d to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Financial Information from the Consolidated Statements of Financial Position Attributable to the Company
| | | | | | | | | | | | | | | | | | | | |
| | September 30, | | December 31, |
| | 2024 | | 2023 | | 2023 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
| ASSETS | | | | | | |
| NON-CURRENT ASSETS | | | | | | |
| Investments in investees | | $ | 949,315 | | | $ | 1,143,793 | | | $ | 1,135,916 | |
| Restricted cash | | 8,445 | | | 11,103 | | | 6,231 | |
| | 957,760 | | | 1,154,896 | | | 1,142,147 | |
| CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | 631 | | | 33,954 | | | 21,503 | |
| Restricted cash | | 3,072 | | | 23,800 | | | 28,849 | |
| Other assets | | — | | | — | | | 3,655 | |
| | 3,703 | | | 57,754 | | | 54,007 | |
| Total assets | | $ | 961,463 | | | $ | 1,212,650 | | | $ | 1,196,154 | |
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| EQUITY | | $ | 579,124 | | | $ | 820,518 | | | $ | 772,166 | |
| | | | | | |
| NON-CURRENT LIABILITIES | | | | | | |
| Bonds payable, net | | 345,568 | | | 281,822 | | | 301,180 | |
| | | | | | |
| CURRENT LIABILITIES | | | | | | |
| Accounts payable and accrued liabilities | | 5,247 | | | 4,382 | | | 6,029 | |
| Bonds payable | | 20,205 | | | 98,184 | | | 107,241 | |
| Other liabilities | | — | | | 3,119 | | | — | |
| Due to owner | | 11,319 | | | 4,625 | | | 9,538 | |
| | 36,771 | | | 110,310 | | | 122,808 | |
| Total liabilities | | 382,339 | | | 392,132 | | | 423,988 | |
| Total equity and liabilities | | $ | 961,463 | | | $ | 1,212,650 | | | $ | 1,196,154 | |
The accompanying notes are an integral part of the condensed interim financial data.
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| November 27, 2024 | | /s/ Michael Allen Bender | | /s/ Jodi Kremerman | | /s/ Keith David Hall |
| Date of approval of | | Bender, Michael Allen | | Kremerman, Jodi | | Hall, Keith David |
| financial statements | | Chief Financial Officer | | Chairwoman of Board of Directors | | Chief Executive Officer |
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Financial Information from the Consolidated Statements of Profit or Loss Attributable to the Company
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine months ended September 30, | | Three months ended September 30, | | Year ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 | | 2023 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
| | | | | | | | | | |
| Share of (loss) income from investees, net | | $ | (160,740) | | | $ | (134,873) | | | $ | (57,636) | | | $ | 19,589 | | | $ | (157,546) | |
| Advisory fees to affiliate | | (9,329) | | | (7,953) | | | (3,368) | | | (2,523) | | | (11,776) | |
| General and administrative expenses | | (2,254) | | | (3,847) | | | (682) | | | (172) | | | (2,039) | |
| Operating (loss) income | | (172,323) | | (146,673) | | (61,686) | | 16,894 | | (171,361) |
| Finance expense | | (23,280) | | | (15,906) | | | (9,810) | | | (6,723) | | | (22,897) | |
| Finance income | | 837 | | | 392 | | | 318 | | | 368 | | | 756 | |
| Foreign currency transaction gain (loss), net | | 6,724 | | | (4,675) | | | (4,556) | | | (1,122) | | | (18,712) | |
| Net (loss) income | | $ | (188,042) | | | $ | (166,862) | | | $ | (75,734) | | | $ | 9,417 | | | $ | (212,214) | |
| Total comprehensive (loss) income | | $ | (188,042) | | | $ | (166,862) | | | $ | (75,734) | | | $ | 9,417 | | | $ | (212,214) | |
The accompanying notes are an integral part of the condensed interim financial data.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Financial Information from the Consolidated Statements of Cash Flows Attributable to the Company
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine months ended September 30, | | Three months ended September 30, | | Year ended
December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 | | 2023 |
| | Unaudited | | Audited |
| | U.S. dollars in thousands |
| Cash flows from operating activities | | | | | | | | | | |
| Net (loss) income | | $ | (188,042) | | | $ | (166,862) | | | $ | (75,734) | | | $ | 9,417 | | | $ | (212,214) | |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | | | | | | | | | | |
| Share of loss (profit) from investees | | 160,740 | | | 134,873 | | | 57,636 | | | (19,590) | | | 157,546 | |
| Finance expense | | 23,280 | | | 15,906 | | | 9,810 | | | 6,723 | | | 22,897 | |
| Distribution from (to) investees, net | | 41,709 | | | (352) | | | 14,133 | | | (1,623) | | | 3,712 | |
| Foreign currency transaction adjustments, net | | (6,724) | | | 4,675 | | | 4,556 | | | 1,122 | | | 18,712 | |
| Changes in operating assets and liabilities: | | | | | | | | | | |
| Accounts payable and accrued liabilities | | 75 | | | (211) | | | (6) | | | (157) | | | (1,709) | |
| Restricted cash for operational expenditures | | 553 | | | (3,925) | | | (93) | | | (1,602) | | | 2,105 | |
| Due to affiliates | | 2,631 | | | 1,995 | | | 951 | | | (479) | | | 6,908 | |
| Net cash provided by (used in) operating activities | | 34,222 | | | (13,901) | | | 11,253 | | | (6,189) | | | (2,043) | |
| Cash flows from investing activities | | | | | | | | | | |
| Distributions (to) from investees, net | | (15,848) | | | 3,148 | | | (20,944) | | | (14,450) | | | (15,712) | |
| Payments on foreign currency derivatives, net | | (478) | | | (26,523) | | | — | | | (8,559) | | | (30,209) | |
| Net cash used in investing activities | | (16,326) | | | (23,375) | | | (20,944) | | | (23,009) | | | (45,921) | |
| Cash flows from financing activities | | | | | | | | | | |
| Proceeds from bonds payable | | 156,746 | | | 92,136 | | | 81,119 | | | 92,136 | | | 101,636 | |
| Payment on bonds payable | | (190,203) | | | — | | | (84,182) | | | — | | | — | |
| Payments of deferred financing costs | | (4,850) | | | (4,014) | | | (2,516) | | | (4,014) | | | (4,223) | |
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| Interest paid | | (19,191) | | | (12,948) | | | (8,179) | | | (6,292) | | | (20,879) | |
| Release of restricted cash for debt service obligations | | 24,285 | | | (16,640) | | | 7,552 | | | (16,978) | | | (18,267) | |
| Distributions to owner | | (5,850) | | | (5,731) | | | (2,000) | | | (3,731) | | | (7,453) | |
| Net cash (used in) provided by financing activities | | (39,063) | | | 52,803 | | | (8,206) | | | 61,121 | | | 50,814 | |
| Effect of exchange rate changes on cash and cash equivalents | | 295 | | | (383) | | | (406) | | | (325) | | | (157) | |
| (Decrease) increase in cash | | (20,872) | | | 15,144 | | | (18,303) | | | 31,598 | | | 2,693 | |
| Cash, beginning of the period | | 21,503 | | | 18,810 | | | 18,934 | | | 2,356 | | | 18,810 | |
| Cash, end of the period | | $ | 631 | | | $ | 33,954 | | | $ | 631 | | | $ | 33,954 | | | $ | 21,503 | |
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| Supplemental Disclosure of Noncash Activities: | | | | | | | | | | |
| Distribution payable to owner | | $ | 704 | | | $ | — | | | $ | 704 | | | $ | — | | | $ | 1,750 | |
| Asset management fee reimbursement payable to owner | | $ | 10,609 | | | $ | 4,625 | | | $ | 10,609 | | | $ | 4,625 | | | $ | 7,047 | |
The accompanying notes are an integral part of the condensed interim financial data.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Additional Information
NOTE 1: BASIS OF PREPARATION
Separate financial information is prepared in a condensed format as of September 30, 2024 and for the nine and three months then ended, in accordance with Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Please refer to the separate financial information in this regard to the financial information on the annual financial statements of the Company as of December 31, 2023 and for the year then ended and the information accompanying notes (hereinafter - the annual consolidated financial statements).
As of September 30, 2024, the Company had a working capital shortfall amounting to $33.1 million, primarily attributed to the debentures principal payment maturing in the year following the date of the statement of financial position. The Company intends to make the debentures principal payment from distribution from investees and there are no limitations on the Company's ability to withdraw funds from the investees. Accordingly, the Company does not view the working capital shortfall as a liquidity problem.
NOTE 2: SIGNIFICANT EVENTS DURING THE REPORTING PERIOD
Series B Bonds
The Series B bonds 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, 2024, the Company was in compliance with all covenants under the deed of trust of the Series B bonds; (i) Consolidated Equity Capital of the Company as of September 30, 2024 was $579.1 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 66%; (iii) the Adjusted NOI was $63.9 million for the trailing twelve months ended September 30, 2024; and (iv) the consolidated scope of projects was $0 as of September 30, 2024.
In January 2024, the Company made the first principal installment payment of 388.1 million Israeli new Shekels (approximately $106.6 million as of January 31, 2024) in connection with the Company’s Series B bonds. Additionally, in September 2024 and due to the additional issuance of Series D bonds, below, the Company prepaid 312.8 million Israeli new shekels (approximately $83.2 million as of September 19, 2024) of the 388.1 million Israeli new shekels (approximately $103.2 million as of September 19, 2024) January 31, 2025 Series B bond payment and 6.1 million Israeli new shekels (approximately $1.6 million as of September 19, 2024) of interest. Subsequent to these payments two additional Series B bond installments remain, each, due on January 31, 2025 and 2026, respectively.
Series C Bonds
The Series C bonds contains the following covenants: (i) Consolidated Equity Capital of the Company (not including minority rights) shall not be less than USD 450 million; (ii) the Net Adjusted Financial Debt to Net Adjusted Cap (shall not exceed a rate of 75%); (iii) and the Loan to Collateral Ratio shall not exceed a rate of 75%. As of September 30, 2024, the Company was in compliance with all covenants under the deed of trust of the Series C bonds; (i) Consolidated Equity Capital of the Company as of September 30, 2024 was $579.1 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 66%; (iii) and the Loan to Collateral Ratio as of September 30, 2024 was 49%.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Additional Information
NOTE 2: SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (CONTINUED)
Series D Bonds
In April 2024, the Company issued 288.1 million Israeli new shekels (approximately $76.2 million as of April 24, 2024) of Series D bonds to Israeli investors pursuant to offerings registered with the Israeli Securities Authority. The Series D bonds have an effective interest rate of 9.5% and have principal installment payments equal to 33.33% of the face amount due on February 28th from 2027 to 2029. In August 2024, the Company issued an additional 299.0 million Israeli new shekels (approximately $80.8 million as of August 20, 2024) par value of Series D bonds to Israeli investors pursuant to offerings registered with the Israeli Securities Authority. The additional Series D bonds are identical in the terms and pari passu to the existing Series D bonds, and all proceeds were used for the Series B payment.
The Series D bonds contains the following covenants: (i) Consolidated Equity Capital of the Company (not including minority rights) shall not be less than USD 450 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. As of September 30, 2024, the Company was in compliance with all covenants under the deed of trust of the Series D Bonds; (i) Consolidated Equity Capital of the Company as of September 30, 2024 was $579.1 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 66%; (iii) and the Adjusted NOI was $63.9 million for the trailing twelve months ended September 30, 2024.
Dividend Approval
On May 16, 2024, the Company’s board of directors approved a distribution of dividend in the amount of $5.0 million to the owner. As of September 30, 2024, $0.7 million remains to be distributed.
NOTE 3: SUBSEQUENT EVENT
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Investment Land Disposition
In October 2024, the Company, through an investee, sold approximately 122 developable acres of undeveloped land. Part of the land was used as collateral for the Series C bonds and due to the sale, approximately $10.6 million of the sales proceeds was held in an escrow account for the Series C bonds to maintain the loan-to-collateral ratio. The purchaser is not affiliated with the Company or the Company's advisor.
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