EX-99.2 3 pacificoaksorbviq32023fins.htm EX-99.2 Document


Exhibit 99.2

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, 2023 (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, 2023
(UNAUDITED)





INDEX

Page
Special Report Presented Pursuant to Regulation 38d2
Financial Information from the Consolidated Statements of Financial Position Attributable to the Company3
Financial Information from the Consolidated Statements of Profit or Loss Attributable to the Company4
Financial Information from the Consolidated Statements of Cash Flows Attributable to the Company5
Additional Information6






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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, 2023, 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.






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PACIFIC OAK SOR (BVI) HOLDINGS, LTD.

Financial Information from the Consolidated Statements of Financial Position Attributable to the Company

September 30,December 31,
202320222022
UnauditedAudited
U.S. dollars in thousands
ASSETS
Non-current assets
Investments in investees$1,143,793 $1,351,770 $1,281,462 
Restricted cash11,103 18,396 20,888 
1,154,896 1,370,166 1,302,350 
Current assets
Cash and cash equivalents33,954 25,332 18,810 
Restricted cash23,800 — — 
57,754 25,332 18,810 
Total assets$1,212,650 $1,395,498 $1,321,160 
EQUITY$820,518 $1,079,833 $993,380 
Non-current liabilities
Debentures and bonds payable, net281,822 310,184 316,276 
Current liabilities
Accounts payable and accrued liabilities4,382 2,659 5,759 
Debentures and bonds payable, net98,184 — — 
Other liabilities3,119 — 3,115 
Due to Owner4,625 2,822 2,630 
110,310 5,481 11,504 
Total liabilities392,132 315,665 327,780 
Total equity and liabilities$1,212,650 $1,395,498 $1,321,160 

The accompanying notes are an integral part of the condensed interim financial data.
November 21, 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

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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,
20232022202320222022
UnauditedAudited
U.S. dollars in thousands
Share of (loss) profit from investees, net$(134,873)$81,253 $19,589 $40,633 $14,984 
Asset management fees to affiliate(7,953)(9,722)(2,523)(3,407)(12,348)
General and administrative expenses(3,847)(4,277)(172)(1,363)(4,100)
Operating (loss) income(146,673)67,25416,89435,863(1,464)
Finance expense(15,906)(12,603)(6,723)(4,760)(17,281)
Finance income392 368 11 
Foreign currency transaction adjustments, net(4,675)37,100 (1,122)6,003 29,038 
Net (loss) income$(166,862)$91,757 $9,417 $37,108 $10,304 
Total comprehensive (loss) income$(166,862)$91,757 $9,417 $37,108 $10,304 

The accompanying notes are an integral part of the condensed interim financial data.

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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,
20232022202320222022
UnauditedAudited
U.S. dollars in thousands
Cash flows from operating activities
Net (loss) income for the period$(166,862)$91,757 $9,417 $37,109 $10,304 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Share of loss (profit) from investees134,873 (81,253)(19,590)(40,634)(14,984)
Finance expense15,906 12,603 6,723 4,760 17,281 
Distribution from (to) investees, net(352)16,889 (1,623)(1,971)11,948 
Foreign currency transaction adjustments, net4,675 (37,100)1,122 (6,003)(29,038)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities(211)1,202 (157)147 1,017 
Restricted cash for operational expenditures(3,925)(12,190)(1,602)(11,794)(14,404)
Due to Owner1,995 743 (479)(2,722)551 
Net cash (used in) provided by operating activities(13,901)(7,349)(6,189)(21,108)(17,325)
Cash flows from investing activities
Distribution to investees, net3,148 (25,865)(14,450)(2,809)(16,885)
Purchase of foreign currency derivatives(100,327)— (33,187)— — 
Proceeds from disposition of foreign currency derivatives71,027 — 21,851 — — 
Release of deposit on foreign currency derivatives2,777 — 2,777 — — 
Net cash used in investing activities(23,375)(25,865)(23,009)(2,809)(16,885)
Cash flows from financing activities
Proceeds from (payments on) debentures and bonds payable, net92,136 90,953 92,136 (35)90,954 
Payments of deferred financing costs(4,014)(1,930)(4,014)(11)(1,930)
Interest paid(12,948)(11,912)(6,292)(6,684)(12,835)
Funding of restricted cash for debt service obligations(16,640)(1,877)(16,978)— (1,877)
Distribution to Owner(5,731)(20,000)(3,731)— (25,000)
Net cash provided by (used in) financing activities52,803 55,234 61,121 (6,730)49,312 
Effect of exchange rate changes on cash and cash equivalents(383)(2,825)(325)(354)(2,429)
(Decrease) increase in cash15,144 19,195 31,598 (31,001)12,673 
Cash, beginning of the period18,810 6,137 2,356 56,333 6,137 
Cash, end of the period$33,954 $25,332 $33,954 $25,332 $18,810 

The accompanying notes are an integral part of the condensed interim financial data.
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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, 2023 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, 2022 and for the year then ended and the information accompanying notes (hereinafter - the annual consolidated financial statements).
As of September 30, 2023, the Company had a working capital shortfall of $52.6 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 and the board of directors does not view the working capital shortfall as a liquidity problem.
NOTE 2:    SIGNIFICANT EVENT DURING THE REPORTING PERIOD
Series B Debentures
The Series B Debentures contains the following covenants: (i) Consolidated Equity Capital of the Company (not including minority rights) shall not be less than USD 475 million; (ii) the Net Adjusted Financial Debt to Net Adjusted Cap (shall not exceed a rate of 75%); (iii) Adjusted NOI shall be no lower than USD 35 million; and (iv) the consolidated scope of the projects for development of the Company shall not exceed 10% of the adjusted balance. As of September 30, 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 September 30, 2023 was $820.5 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 58%; (iii) the Adjusted NOI was $73.8 million for the trailing twelve months ended September 30, 2023; and (iv) the consolidated scope of projects was $0 as of September 30, 2023.
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%); and (iii) the Loan to Collateral Ratio shall not exceed 75%. As of September 30, 2023, 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, 2023 was $820.5 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 58%; and (iii) the Loan to Collateral Ratio was 39% for the trailing twelve months ended September 30, 2023.
Additionally, of the Series C Bonds proceeds, 61.8 million Israeli new Shekels (approximately $16.2 million as of September 30, 2023) were held on deposit for obligations related to the Series B Debentures.
NOTE 3:    SUBSEQUENT EVENT
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
On November 21, 2023, the Company’s board of directors approved a distribution of dividend in the amount of $3.0 million to the Owner.

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