8-K
Pacific Oak Strategic Opportunity REIT, Inc. (PCOK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2025
PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________
| Maryland | 000-54382 | 26-3842535 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission File Number) | (IRS Employer<br>Identification No.) |
11766 Wilshire Blvd., Suite 1670
Los Angeles, California 90025
(Address of principal executive offices)
Registrant’s telephone number, including area code: (866) 722-6257
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 7.01 REGULATION FD DISCLOSURE
Financial Statements - Exhibit 99.1 and 99.2
Pacific Oak SOR (BVI) Holdings, Ltd. (the “BVI”), a wholly-owned subsidiary of Pacific Oak Strategic Opportunity REIT, Inc., completed offerings of Series B, C and D bonds since February 2020. Such offerings were made to investors in Israel and were registered with the Israel Securities Authority. Consequently, the BVI is required to prepare and file with the Israel Securities Authority certain financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”).
On March 31, 2025, the BVI filed IFRS consolidated and separate financial statements. The English translations of the IFRS consolidated and separate financial statements, as of and for the year ended December 31, 2024, are attached as Exhibits 99.1 and 99.2, respectively.
Bondholder Presentation - Exhibit 99.3
The BVI completed offerings of Series B, C and D bonds since February 2020. Such offerings were made to investors in Israel and were registered with the Israel Securities Authority. On March 31, 2025, the BVI intends to use the English translation of the bondholder presentation attached as Exhibit 99.3 hereto in meetings.
The information in this Item 7.01 of Form 8-K and the attached Exhibits 99.1, 99.2, and 99.3 are furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Forward-Looking Statements
The bondholder presentation includes forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Actual results may differ materially from those contemplated by such forward-looking statements. These statements also depend on factors such as: future economic, competitive and market conditions; the Company’s ability to maintain occupancy levels and rental rates at its real estate properties; and other risks identified in Part I, Item IA of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits |
|---|---|
| Ex. | Description |
| 99.1 | Pacific Oak SOR (BVI) Holdings, Ltd. Consolidated Financial Statements as of December 31, 2024 (audited) |
| 99.2 | Pacific Oak SOR (BVI) Holdings, Ltd. Separate Financial Statements as of December 31, 2024 (audited) |
| 99.3 | April 2025 Bondholder Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. | ||
|---|---|---|
| Dated: March 31, 2025 | BY: | /s/ Michael A. Bender |
| Michael A. Bender | ||
| Chief Financial Officer, Treasurer and Secretary |
Document
Exhibit 99.1
| This English translation is for convenience purposes only. This is not an official translation and is not<br>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.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 (AUDITED)
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 the Consolidated Financial Statements | 7-30 |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| December 31, | |||||
|---|---|---|---|---|---|
| Note | 2024 | 2023 | |||
| U.S. dollars in thousands | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | 55,856 | $ | 95,092 | |
| Financial assets at fair value through profit or loss | 9 | 13,154 | 41,609 | ||
| Rents and other receivables, net | 2,201 | 3,366 | |||
| Prepaid expenses and other assets | 4,179 | 9,669 | |||
| Restricted cash | 25,486 | 36,452 | |||
| 100,876 | 186,188 | ||||
| NON-CURRENT ASSETS | |||||
| Investment properties | 5 | 1,157,945 | 1,493,587 | ||
| Property plant and equipment - hotel, net | 6 | 33,624 | 40,634 | ||
| Goodwill | 949 | 949 | |||
| Investment in unconsolidated joint ventures | 11 | 177,375 | 148,582 | ||
| Restricted cash | 16,890 | 23,171 | |||
| 1,386,783 | 1,706,923 | ||||
| Total assets | $ | 1,487,659 | $ | 1,893,111 | |
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Notes payable | 7 | $ | 157,316 | $ | 163,823 |
| Bonds payable | 7 | 20,653 | 107,241 | ||
| Accounts payable and accrued liabilities | 27,996 | 28,660 | |||
| Due to affiliates | 10 | 12,660 | 9,538 | ||
| Other liabilities | 18,516 | 19,107 | |||
| 237,141 | 328,369 | ||||
| NON-CURRENT LIABILITIES | |||||
| Notes payable, net | 7 | 388,582 | 456,439 | ||
| Bonds payable, net | 7 | 298,741 | 301,180 | ||
| Lease obligation | 8 | 8,912 | 9,177 | ||
| Rental security deposits | 3,943 | 4,623 | |||
| Other liabilities | 22,437 | 10,433 | |||
| 722,615 | 781,852 | ||||
| Total liabilities | 959,756 | 1,110,221 | |||
| EQUITY | |||||
| Owner's net equity | 523,989 | 772,166 | |||
| Non-controlling interests | 3,914 | 10,724 | |||
| Total equity | 527,903 | 782,890 | |||
| Total liabilities and equity | $ | 1,487,659 | $ | 1,893,111 |
The accompanying notes are an integral part of the consolidated financial statements.
| March 30, 2025 | /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 | Chairman of Board of Directors | Chief Executive Officer |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
| Year ended <br>December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | 2022 | ||||
| U.S. dollars in thousands | |||||||
| Revenues and other income: | |||||||
| Rental income | $ | 112,567 | $ | 121,974 | $ | 112,900 | |
| Tenant reimbursements | 11,672 | 12,309 | 12,328 | ||||
| Hotel revenues | 9,061 | 9,153 | 30,749 | ||||
| Other operating income | 1,899 | 2,097 | 1,892 | ||||
| Total revenues and other income | 135,199 | 145,533 | 157,869 | ||||
| Expenses: | |||||||
| Operating, maintenance, and management fees | (48,572) | (50,446) | (46,901) | ||||
| Real estate taxes and insurance | (23,410) | (28,213) | (21,133) | ||||
| Hotel expenses | (6,877) | (6,945) | (19,252) | ||||
| Total expenses | (78,859) | (85,604) | (87,286) | ||||
| Gross profit | 56,340 | 59,929 | 70,583 | ||||
| Fair value adjustment of investment properties, net | 5 | (123,140) | (113,281) | 56,913 | |||
| Depreciation | (1,178) | (1,263) | (2,212) | ||||
| Equity in loss of unconsolidated joint ventures, net | 11 | (49,226) | (43,187) | (19,656) | |||
| Asset management fees to affiliates | 10 | (15,622) | (15,415) | (13,678) | |||
| Impairment charges on goodwill | — | (4,487) | (8,098) | ||||
| Impairment loss - hotel | (6,400) | — | (2,546) | ||||
| General and administrative expenses | (7,425) | (4,932) | (4,100) | ||||
| Operating (loss) profit | (146,651) | (122,636) | 77,206 | ||||
| Finance income | 1,764 | 3,347 | 233 | ||||
| Finance loss from financial assets at fair value through profit or loss | (11,995) | (718) | (46,389) | ||||
| Finance expenses, net | (71,892) | (68,216) | (49,253) | ||||
| (Loss) gain on extinguishment of debt | (6,033) | — | 2,367 | ||||
| Foreign currency transaction (loss) gain, net | (3,156) | (18,712) | 29,038 | ||||
| Net (loss) income before income taxes | $ | (237,963) | $ | (206,935) | $ | 13,202 | |
| Income tax provision | (10,000) | (6,576) | (4,924) | ||||
| Net (loss) income | $ | (247,963) | $ | (213,511) | $ | 8,278 | |
| Net (loss) income attributable to owner | $ | (243,177) | $ | (212,214) | $ | 10,304 | |
| Net loss attributable to non-controlling interests | (4,786) | (1,297) | (2,026) | ||||
| Net (loss) income | $ | (247,963) | $ | (213,511) | $ | 8,278 | |
| Total comprehensive (loss) income | $ | (247,963) | $ | (213,511) | $ | 8,278 |
The accompanying notes are an integral part of the consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF EQUITY
| Owner contributions | Retained earnings (deficit) | Paid-in Capital resulting from transactions with non-controlling interests | Owner's net equity | Non-controlling interests | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 (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 | ||||||
| Net loss | — | (212,214) | — | (212,214) | (1,297) | (213,511) | ||||||
| Total comprehensive loss | — | (212,214) | — | (212,214) | (1,297) | (213,511) | ||||||
| Distributions to owner | — | (9,000) | — | (9,000) | — | (9,000) | ||||||
| Non-controlling interests contributions | — | — | — | — | 543 | 543 | ||||||
| Non-controlling interests distributions | — | — | — | — | (1,094) | (1,094) | ||||||
| Balance at December 31, 2023 | 693,554 | 35,538 | 43,074 | 772,166 | 10,724 | 782,890 | ||||||
| Net loss | — | (243,177) | — | (243,177) | (4,786) | (247,963) | ||||||
| Total comprehensive loss | — | (243,177) | — | (243,177) | (4,786) | (247,963) | ||||||
| Distributions to owner | — | (5,000) | — | (5,000) | — | (5,000) | ||||||
| Non-controlling interest contributions | — | — | — | — | 584 | 584 | ||||||
| Non-controlling interests distributions | — | — | — | — | (2,608) | (2,608) | ||||||
| Balance at December 31, 2024 | $ | 693,554 | $ | (212,639) | $ | 43,074 | $ | 523,989 | $ | 3,914 | $ | 527,903 |
The accompanying notes are an integral part of the consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended<br><br>December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| U.S. dollars in thousands | ||||||
| Cash Flows from Operating Activities: | ||||||
| Net (loss) income | $ | (247,963) | $ | (213,511) | $ | 8,278 |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
| Equity in loss of unconsolidated joint ventures, net | 49,226 | 43,187 | 19,656 | |||
| Fair value adjustment on investment properties, net | 123,140 | 113,281 | (56,913) | |||
| Depreciation | 1,178 | 1,263 | 2,212 | |||
| Impairment loss - hotel | 6,400 | — | 2,546 | |||
| Deferred rent | (859) | (176) | (2,758) | |||
| Credit loss on financial assets | 2,682 | 4,923 | 2,580 | |||
| Finance expenses, net | 71,892 | 68,216 | 49,253 | |||
| Finance income | (1,764) | (3,347) | (233) | |||
| Finance loss from financial assets at fair value through profit or loss | 11,995 | 718 | 46,389 | |||
| Foreign currency transaction (gain) loss, net | 3,156 | 18,712 | (29,038) | |||
| Loss (gain) on extinguishment of debt | 6,033 | — | (2,367) | |||
| Impairment charges on goodwill | — | 4,487 | 8,098 | |||
| Income tax provision | 10,000 | 6,576 | 4,924 | |||
| 35,116 | 44,329 | 52,627 | ||||
| Changes in assets and liabilities: | ||||||
| Restricted cash | (154) | 5,107 | (25,258) | |||
| Rents and other receivables, net | (1,517) | (5,096) | (2,548) | |||
| Prepaid expenses and other assets | 485 | (115) | 1,371 | |||
| Accounts payable and accrued liabilities | (1,697) | (2,175) | (5,211) | |||
| Rental security deposits | (680) | (1,868) | 596 | |||
| Due to affiliates | 4,676 | 6,924 | 749 | |||
| Other liabilities | 7,944 | 3,336 | (757) | |||
| Lease incentive additions | — | — | 297 | |||
| 9,057 | 6,113 | (30,761) | ||||
| Net cash provided by operating activities | 44,173 | 50,442 | 21,866 | |||
| Cash Flows from Investing Activities: | ||||||
| Improvements to investment properties | (27,512) | (23,177) | (31,942) | |||
| Proceeds from sales of investment properties, net | 242,347 | 123,846 | 62,816 | |||
| Contributions to joint ventures | (79,530) | (31,428) | (23,780) | |||
| Distribution of capital from joint venture | 1,497 | 1,144 | 569 | |||
| Proceeds from the sale of investments in financial assets at fair value through profit or loss, net | 16,379 | 13,946 | — | |||
| Purchase of interest rate caps | (1,447) | (1,236) | (556) | |||
| Proceeds from interest rate caps | 2,813 | — | — | |||
| Payments on foreign currency derivatives, net | (478) | (30,209) | — | |||
| Finance income received | 1,764 | 3,176 | 230 | |||
| Dividend income received from financial assets at fair value through profit or loss | 81 | 4,014 | 7,762 | |||
| Proceeds for development obligations | 16,461 | 12,005 | — | |||
| Payments for development obligations | (11,540) | (8,689) | (7,934) | |||
| Taxes paid related to sales of investment properties | (10,000) | (11,500) | — | |||
| Acquisitions of investment properties | — | — | (6,691) | |||
| Proceeds from affiliates, net | — | — | 7,039 | |||
| Proceeds for capital expenditures | — | 209 | 3,949 | |||
| Proceeds from sale of property plant and equipment - hotel | — | — | 88,361 | |||
| Additions to property plant and equipment - hotel | — | — | (676) | |||
| Cash received upon consolidation of PORT II*) | — | — | 1,473 | |||
| Net cash provided by investing activities | 150,835 | 52,101 | 100,513 |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.) | ||||||
|---|---|---|---|---|---|---|
| Year Ended <br>December 31, | ||||||
| 2024 | 2023 | 2022 | ||||
| U.S. dollars in thousands | ||||||
| Cash Flows from Financing Activities: | ||||||
| Proceeds from notes and bonds payable | 179,787 | 98,502 | 188,106 | |||
| Principal payments on notes and bonds payable | (348,667) | (111,243) | (192,268) | |||
| Payments on deferred financing costs and extinguishment of debt | (9,813) | (5,416) | (4,770) | |||
| Interest paid | (60,399) | (58,884) | (39,874) | |||
| Release (distribution) of restricted cash for debt service obligations | 13,962 | (16,640) | (2,500) | |||
| Non-controlling interests contributions | 584 | 543 | 300 | |||
| Non-controlling interests distributions | (2,608) | (1,094) | (9,147) | |||
| Distributions to owner | (6,554) | (7,453) | (25,000) | |||
| Payment to redeem Series A Cumulative Convertible Redeemable Preferred Stock | — | — | (16,934) | |||
| Non-controlling interests buyout | — | — | (6,687) | |||
| Net cash used in financing activities | (233,708) | (101,685) | (108,774) | |||
| Effect of exchange rate changes on cash and cash equivalents | (536) | (157) | (2,429) | |||
| Net (decrease) increase in cash and cash equivalents | (39,236) | 701 | 11,176 | |||
| Cash and cash equivalents, beginning of period | 95,092 | 94,391 | 83,215 | |||
| Cash and cash equivalents, end of period | $ | 55,856 | $ | 95,092 | $ | 94,391 |
| Supplemental Disclosure of Noncash Activities: | ||||||
| Accrued development obligations | $ | 12,135 | $ | 11,213 | $ | — |
| Deposit applied to sale of investment property | $ | 9,472 | $ | 7,528 | $ | — |
| Asset management fee reimbursement payable to owner | $ | 12,006 | $ | 7,047 | $ | 2,618 |
| Distribution payable to owner | $ | — | $ | 1,750 | $ | — |
| Supplemental Disclosure of Cash Activities: | ||||||
| *) Assets and liabilities assumed in connection with the PORT II consolidation: | ||||||
| Investment properties | $ | — | $ | — | $ | 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 unconsolidated joint venture | — | — | (51,055) | |||
| Cash assumed in connection with the PORT II consolidation | $ | — | $ | — | $ | (1,473) |
The accompanying notes are an integral part of the consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 1: GENERAL INFORMATION
Definitions in these financial statements:
| The Company | - | Pacific Oak SOR (BVI) Holdings, Ltd. and its subsidiaries |
|---|---|---|
| Operating Partnership | - | Pacific Oak Strategic Opportunity Limited Partnership |
| Subsidiaries | - | Companies that are controlled by the Company (as defined in IFRS 10) and whose accounts are consolidated with those of the Company. |
| Unconsolidated joint ventures | - | Companies in which the Company has joint control are accounted for in the consolidated financial statements of the Company using the equity method. |
| Parent Company | - | Pacific Oak Strategic Opportunity REIT, Inc. |
| Investees | - | Subsidiaries and unconsolidated joint ventures. |
| Related parties | - | As defined in IAS 24. |
| Dollar | - | United States dollar or USD. |
The Company was incorporated on December 18, 2015 as a private company limited by shares according to the British Virgin Islands Business Companies Act, 2004. The Company is authorized to issue a maximum of 50,000 common shares with no par value. Upon incorporation, the Company issued one certificate containing 10,000 common shares with no par value. On March 8, 2016, the Company issued 10,000 common shares with no par value to the Operating Partnership.
The Company operates in the investment real estate segment in the United States, which primarily includes investments in: office complexes, residential homes, and undeveloped land. 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 December 31, 2024, the Company owned nine office complexes, encompassing, in the aggregate, 3.2 million rentable square feet and these properties were 67% occupied. In addition, the Company owned one residential home portfolio consisting of 2,093 residential homes and one apartment properties, containing 317 units, which were 93% and 92% occupied, respectively. The Company also owned one hotel property with 196 rooms, three investments in undeveloped land with 247 developable acres, one office/retail development property, three investments in unconsolidated joint ventures and one financial assets at fair value through profit or loss.
Due to elevated interest rates, the Company may experience restrictions in liquidity based on certain financial covenant requirements, the Company’s 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 the Company is unable to find alternative credit arrangements or other funding in a high interest environment, the Company’s business needs may not be adequately met. Based on interest rates as of December 31, 2024, if interest rates were 100 basis points higher or lower during the 12 months ending December 31, 2024, finance expense on the Company’s variable rate debt would increase or decrease by $2.8 million or $3.1 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.
During the years ended December 31, 2024, 2023 and 2022, the Company declared distributions in the aggregate of $5.0 million, $9.0 million and $25.0 million to the owner, respectively.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 1: GENERAL INFORMATION (Cont.)
As of December 31, 2024, the Company had a working capital shortfall amounting to $136.3 million, primarily attributed to loans maturing in the year following the date of the statement of financial position. In addition, on January 31, 2026, the Company has a principal repayment of Series B bonds amounting to $106.8 million and related interest of $2.4 million. The Company has positive cash flow from operations and intends to refinance, execute options to extend or pay down as they come due or issue another bond series and mezzanine loans and does not anticipate any challenges in refinancing such loans given the Company’s relationship with third-party lenders and its past experience placing debt on its properties. In addition, the Company expects to generate cash flow from additional asset sales and financial securities during 2025. There are no limitations on the Company’s ability to withdraw funds from the Company’s subsidiaries. Accordingly, and based on the projected cash flow prepared by management under various scenarios, the Company and the board of directors expect to generate the resources necessary to repay existing and expected liabilities of the Company in the foreseeable future.
In March 2025, S&P Global Ratings Maalot announced an update to the rating for the Series B and D bonds from to ilA+ to ilA and the Series C bonds from ilAA to ilAA-. As a result of the downgrades, the annual interest rate for the Series B and D bonds increased to 4.43% and 10.0%, respectively. According to the Deed of Trust of Series C, there was no change in the interest rate. Additionally, as a result of not meeting December 31, 2024 minimum equity covenants for the Series D bonds, the annual interest rate is increased by 0.50% to 10.50%.
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION
The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated.
a. Basis of presentation of the consolidated financial statements:
These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Furthermore, the financial statements have been prepared in conformity with the provisions of the Israeli Securities Regulations (Annual Financial Statements), 2010.
The consolidated financial statements have been prepared on a cost basis, except for investment properties and financial assets at fair value through profit and loss, that are presented at fair value and investment in unconsolidated joint ventures, which is presented using the equity method. The consolidated financial statements are presented in USD and all values are rounded to the nearest thousands, except when otherwise indicated.
b. The operating cycle:
The operating cycle of the Company is one year.
c. Consolidated financial statements:
In respect of profit sharing contractual arrangements that establish different rates than the ownership interests in those companies that also consist of distribution waterfalls, the Company adopts the hypothetical liquidation at book value approach, i.e. the share of the Company and the non-controlling interest holders in the subsidiary's earnings is calculated assuming that the subsidiary had recognized or distributed the assets based on their book value, taking into consideration other distributions and investments made.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION (Cont.)
d. Investments accounted for using the equity method:
The Company's investment in unconsolidated joint ventures is accounted for using the equity method.
Under the equity method, the investment in the unconsolidated joint venture is presented at cost with the addition of post-acquisition changes in the Company's share of net assets, including other comprehensive income of the associate or the unconsolidated joint venture. Gains and losses resulting from transactions between the Company and the associate or the unconsolidated joint venture are eliminated to the extent of the interest in the associate or in the unconsolidated joint venture.
The financial statements of the Company and of the unconsolidated joint venture are prepared as of the same dates and periods. The accounting policies applied in the financial statements of the associate or the unconsolidated joint venture are uniform and consistent with the policies applied in the financial statements of the Company.
Losses of an associate in amounts which exceed its equity are recognized by the Company to the extent of its investment in the associate.
The equity method is applied until the loss of joint control of the unconsolidated joint venture or its classification as an investment held for sale. The Company continues to apply the equity method even in cases where an investment in an unconsolidated joint venture becomes an investment in an associate. The Company applies the provisions of IFRS 5 to the investment or portion of the investment in an unconsolidated joint venture that is classified as held for sale. Any retained interest in this investment which is not classified as held for sale continues to be accounted for using the equity method.
On the date of loss of significant influence or joint control, the Company measures any remaining investment remaining in the unconsolidated joint venture at fair value and recognizes in profit and loss the difference between the fair value of any remaining investment plus any proceeds from the sale of the investment in the associate or the unconsolidated joint venture and the carrying amount of the investment on that date.
In respect of profit sharing contractual arrangements that establish different rates than the ownership interests in those companies that also consist of distribution waterfalls, the Company adopts the hypothetical liquidation at book value approach, i.e. the share of the Company and the non-controlling interest holders in the subsidiary's earnings is calculated assuming that the subsidiary had recognized or distributed the assets based on their book value, taking into consideration other distributions and investments made. Typically, the Company is entitled to preferred distributions until certain return targets are achieved. Once these return targets are achieved, based on a tiered waterfall calculation which may not be reflective of the Company's economic interest in the entity, distributions will be allocated to the Company and the other investor(s).
Joint arrangements are arrangements in which the Company has joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION (Cont.)
Joint ventures:
In joint ventures the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venture is accounted for using the equity method.
e. Functional currency, presentation currency:
Functional currency and presentation currency:
The functional and presentation currency of the financial statements is the US dollar.
f. Deposits
Short-term deposits:
Short-term bank deposits are deposits with an original maturity of more than three months from the date of investment and which do not meet the definition of cash equivalents. The deposits are presented according to their terms of deposit.
Long-term deposits:
Long-term bank deposits primarily consists of lender escrow impounds, funds for future construction obligations, and deposits related to future asset sales.
g. Revenue recognition:
Revenue from contracts with customers is recognized when the control over the goods or services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties.
Revenue from rendering of services is recognized over time, during the period the customer simultaneously receives and consumes the benefits provided by the Company's performance. The Company charges its customers based on payment terms agreed upon in specific agreements.
When payments are made before or after the service is performed, the Company recognizes the resulting contract asset or liability.
The specific criteria for revenue recognition which must be fulfilled for the following types of revenues are as follows:
1.Revenues from rental fees are recognized in the financial statements over the rental period.
2.Revenues from hospitality services are recognized in the financial statements as the services are rendered.
2. Revenues from hotel management fees are recognized in the financial statements on an accrual's basis over the term of the management of the hotel.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION (Cont.)
h. Financial instruments:
Financial liabilities:
Financial liabilities measured at amortized cost
Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability.
After initial recognition, the Company measures all financial liabilities at amortized cost using the effective interest method.
Derecognition of financial liabilities:
A financial liability is derecognized only when it is extinguished, that is when the obligation specified in the contract is discharged or canceled or expires. A financial liability is extinguished when the debtor discharges the liability by paying in cash, other financial assets, goods or services; or is legally released from the liability.
When there is a modification in the terms of an existing financial liability, the Company evaluates whether the modification is substantial, taking into account qualitative and quantitative information.
If the terms of an existing financial liability are substantially modified or a liability is exchanged for another liability from the same lender with substantially different terms, the modification or exchange is accounted for as an extinguishment of the original liability and the recognition of a new liability. The difference between the carrying amounts of the above liabilities is recognized in profit or loss.
If the modification in the terms of an existing liability is not substantial or if a liability is exchanged for another liability from the same lender whose terms are not substantially different, the Company recalculates the carrying amount of the liability by discounting the revised cash flows at the original effective interest rate and any resulting difference is recognized in profit or loss.
i. Taxes on income:
According to the relevant tax laws in the BVI and in the U.S.A, substantially all of the Company’s entities are considered “pass through” entities.
In order to continue to qualify as a REIT, the Parent Company conducts certain business activities through a taxable REIT subsidiary (“TRS”). Any TRSs the Company forms will incur taxes or accrue tax benefits consistent with a “C” corporation.
j. Investment properties:
Investment properties are made of property (land or a building or both) held by the owner (lessor under an operating lease) or by the lessee under a finance lease to earn rentals or for capital appreciation or both rather than for use in the production or supply of goods or services, for administrative purposes or for sale in the ordinary course of business.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION (Cont.)
Investment property is derecognized on disposal or when the investment property ceases to be used and no future economic benefits are expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of the disposal.
Investment property is measured initially at cost, including costs directly attributable to the acquisition. After initial recognition, investment properties are measured at fair value which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair value of investment properties are included in profit or loss when they arise. Investment properties are not systematically amortized.
In determining the fair value of investment properties, the Company relies on valuations performed by external independent valuation specialists who are experts in real estate valuations and who have the necessary knowledge and experience, as well as the Advisor. The fair value measurement is classified as Level 3 in the fair value hierarchy.
k. Fair value measurement:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement:
| Level 1 | - | quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|---|---|---|
| Level 2 | - | inputs other than quoted prices included within Level 1 that are observable directly or indirectly. |
| Level 3 | - | inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
l. New standards, amendments and interpretations adopted by the Company:
Amendment to IAS 1 “Classification of Liabilities as Current or Non-current” became effective for the Company’s fiscal year ended December 31, 2024. As a result of the adoption of this amendment, the Company evaluated the current and non-current classification of debt and compliance with related financial covenants on or before the reporting date. Additionally, the adoption requires disclosure on the carrying amount of debt, information about the financial covenants, and the facts and circumstances at the end of the reporting period that could results in the conclusion that the Company may have difficulties in complying with the financial covenants. The adoption of this amendment did not have any impacts to the Company.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 3: SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS
In the process of applying the significant accounting policies, the Company has made the following judgments which have the most significant effect on the amounts recognized in the financial statements:
Estimates and assumptions:
The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate.
The key assumptions made in the financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Company that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Investment properties
Investment properties that can be reliably measured are presented at fair value at the reporting date. Changes in the fair value are recognized in profit or loss. Fair value is determined generally by external independent valuation specialists using valuation techniques and assumptions as to estimates of projected future cash flows from the property and estimate of the suitable discount rate for these cash flows. When possible, fair value is determined based on recent real estate transactions with similar characteristics and location of the valued property.
In determining the fair value of investment properties, valuation specialists and the Company's management are required to use certain assumptions in order to estimate the future cash flows from the properties regarding the required yield rates on the Company's properties, the future rental rates, occupancy rates, lease renewals, the probability of leasing vacant spaces, property operating expenses, the financial strength of tenants and the implications of any investments for future development. Changes in the assumptions that are used to measure investment properties may lead to a change in fair value.
NOTE 4: DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION
The standards and interpretations applicable to the Company that are issued, but not yet effective, up to the date of issuance of the Company’s consolidated financial statements are discussed below. The Company has not early adopted these standards and amendments and intends to adopt them, if applicable, when they become effective.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 4: DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION (Cont.)
IFRS 18 “Presentation and Disclosures in Financial Statements”:
On April 9, 2024, the IASB issued IFRS 18 “Presentation and Disclosures in Financial Statements” to set out requirements for the presentation and disclosure of information in general purpose financial statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes.The standard is effective for annual periods beginning on or after January 2027. The Company is currently assessing the impact of the new standard.
NOTE 5: INVESTMENT PROPERTIES
As of December 31, 2024, the Company owned nine office complexes, encompassing, in the aggregate, 3.2 million rentable square feet and these properties were 67% (2023 — 68%) occupied. In addition, the Company owned one residential home portfolio consisting of 2,093 residential homes and one apartment properties, containing 317 units, which were 93% (2023 — 93%) and 92% (2023 — 96%) occupied, respectively. The Company also owned three investments in undeveloped land with 247 developable acres and one office/retail development property.
The following table provides summary information regarding the Company's investment properties as of December 31, 2024 and 2023 (in thousands):
| Date Acquired or Foreclosed on | Fair Value as of<br><br>December 31, | Ownership % | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | City | State | Property Type | 2024 | 2023 | ||||||||||
| Richardson Office | 11/23/2011 | Richardson | TX | Office | $ | 35,428 | $ | 39,155 | 100.0 | % | |||||
| Park Centre | 03/28/2013 | Austin | TX | Office | 31,612 | 33,245 | 100.0 | % | |||||||
| Crown Pointe | 02/14/2017 | Dunwoody | GA | Office | 80,142 | 84,973 | 100.0 | % | |||||||
| The Marq | 03/01/2018 | Minneapolis | MN | Office | 88,187 | 97,706 | 100.0 | % | |||||||
| Eight & Nine Corporate Centre | 06/08/2018 | Franklin | TN | Office | 70,711 | 72,540 | 100.0 | % | |||||||
| Georgia 400 Center | 05/23/2019 | Alpharetta | GA | Office | 66,277 | 78,259 | 100.0 | % | |||||||
| Lincoln Court | 10/05/2020 | Campbell | CA | Office | 40,683 | 45,125 | 100.0 | % | |||||||
| Oakland City Center | 10/05/2020 | Oakland | CA | Office | 88,709 | 117,278 | 100.0 | % | |||||||
| Madison Square | 10/05/2020 | Phoenix | AZ | Office | 36,636 | 40,574 | 90.0 | % | |||||||
| Residential Homes Portfolio (1) | Various | Various | Various | Residential Homes | 395,595 | 406,211 | 100.0 | % | |||||||
| 1180 Raymond | 08/20/2013 | Newark | NJ | Apartment | 70,744 | 63,338 | 100.0 | % | |||||||
| Richardson Land I | 11/23/2011 | Richardson | TX | Undeveloped Land | 8,070 | 7,520 | 100.0 | % | |||||||
| Richardson Land II | 09/14/2014 | Richardson | TX | Undeveloped Land | 14,010 | 13,670 | 100.0 | % | |||||||
| Park Highlands Land (2) | 12/30/2011 and 12/30/2013 | North Las Vegas | NV | Undeveloped Land | 102,141 | 252,037 | 100.0 | % | |||||||
| 210 West 31st Street | 10/05/2020 | New York | NY | Office/Retail | 29,000 | 30,200 | 80.0 | % | |||||||
| Lofts at NoHo Commons (3) | 10/05/2020 | North Hollywood | CA | Apartment | — | 111,756 | 90.0 | % | |||||||
| $ | 1,157,945 | $ | 1,493,587 |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 5: INVESTMENT PROPERTIES (Cont.)
_____________________
(1) During the year ended December 31, 2024, the Company sold 89 residential homes for $13.8 million, net of closing costs and credits. In connection with the sales, the Company repaid $6.4 million, a portion of the outstanding principal balance due under the secured mortgage loans. The purchasers were not affiliated with the Company or the Advisor.
(2) During the year ended December 31, 2024, the Company, through a TRS, sold 334 developable acres of Park Highlands undeveloped land for an aggregate sales price of $147.8 million, net of closing costs and credits of $20.7 million for future development obligations and before deposits of $9.5 million. As a result of this sale, the Company recognized an income tax expense of $10.0 million recorded in the accompanying consolidated statements of profit or loss. Additionally, the Company repaid 218.0 million Israeli new shekels ($59.8 million as of December 31, 2024) of Series C bonds as the land was used as collateral. The purchaser was not affiliated with the Company or the Advisor.
(3) In September 2024, the Company sold the Lofts at NoHo Commons for $92.5 million, before closing costs and credits of $6.3 million. The sales price was according to the fair value as of June 30, 2024. In connection with the sale, the Company repaid $68.5 million of the outstanding principal due under the secured mortgage loan and distributed $2.0 million to the non-controlling interest. The purchaser was not affiliated with the Company or the Advisor.
The following are the movements in the investment properties during the years ended December 31, 2024 and 2023:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Balance as of January 1 | $ | 1,493,587 | $ | 1,699,963 |
| Additions | 31,965 | 30,482 | ||
| Disposals | (244,467) | (123,577) | ||
| Fair value adjustments, net | (123,140) | (113,281) | ||
| Balance as of December 31 | $ | 1,157,945 | $ | 1,493,587 |
Operating Leases:
Certain of the Company's real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of December 31, 2024, the leases, excluding options to extend and apartment leases, which have terms that are generally one year or less, had remaining terms of up to 15.7 years with a weighted-average remaining term of 3.5 years. Some of the leases have options to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from tenants in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts.
As of December 31, 2024 and 2023 the future minimum rental income from the Company's office complexes, under non-cancelable operating leases was as follows (in thousands):
| December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| 2025 | $ | 57,846 | $ | 59,242 |
| 2026 | 47,370 | 52,291 | ||
| 2027 | 39,135 | 39,590 | ||
| 2028 | 31,510 | 31,985 | ||
| 2029 | 25,422 | 25,035 | ||
| Thereafter | 46,006 | 48,942 | ||
| $ | 247,289 | $ | 257,085 |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 6: PROPERTY PLANT AND EQUIPMENT - HOTEL, NET
Property, plant and equipment are measured at cost, including directly attributable acquisition costs, less accumulated depreciation, accumulated impairment losses.
As of December 31, 2024, the Company owned one hotel property (90% ownership). The following is a hotel reconciliation for the years ended December 31, 2022, 2023 and 2024 (in thousands):
| Land | Building and Improvements | Total Cost | Accumulated Depreciation | Hotel, Net | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2022 | $ | 33,152 | $ | 104,294 | $ | 137,446 | $ | (3,934) | $ | 133,512 |
| Additions | — | 676 | 676 | (2,212) | (1,536) | |||||
| Disposition | (30,483) | (63,165) | (93,648) | 3,369 | (90,279) | |||||
| Balance, December 31, 2022 | $ | 2,669 | $ | 41,805 | $ | 44,474 | $ | (2,777) | $ | 41,697 |
| Additions | — | 200 | 200 | (1,263) | (1,063) | |||||
| Balance, December 31, 2023 | $ | 2,669 | $ | 42,005 | $ | 44,674 | $ | (4,040) | $ | 40,634 |
| Additions | — | 568 | 568 | (1,178) | (610) | |||||
| Impairment | — | (6,400) | (6,400) | — | (6,400) | |||||
| Balance, December 31, 2024 | $ | 2,669 | $ | 36,173 | $ | 38,842 | $ | (5,218) | $ | 33,624 |
NOTE 7: NOTES AND BONDS PAYABLE
As of December 31, 2024 and 2023, the Company's notes and bonds payable consisted of the following (in thousands):
| Book Value as of <br>December 31, 2024 | Book Value as of <br>December 31, 2023 | Contractual Interest Rate as of December 31, 2024 (1) | Interest Rate at December 31, 2024 (1) | Payment Type (2) | Maturity Date (3) | |||
|---|---|---|---|---|---|---|---|---|
| Series B Bonds (4) | $ | 127,486 | $ | 321,724 | 4.18% | 4.18% | (4) | 01/31/2026 |
| Series C Bonds (4) | 39,049 | 99,461 | 9.00% | 9.00% | (4) | 06/30/2026 | ||
| Series D Bonds (4) | 161,436 | — | 9.75% | 9.75% | (4) | 02/28/2029 | ||
| Crown Pointe Mortgage Loan | 54,738 | 54,738 | SOFR + 2.30% | 6.83% | Interest Only | 04/1/2025 (5) | ||
| Georgia 400 Center Mortgage Loan (6) | 39,662 | 40,184 | SOFR + 2.75% | 7.28% | Principal & Interest | 03/22/2025 (5) | ||
| PORT Mortgage Loan 1 | 34,967 | 34,967 | 4.74% | 4.74% | Interest Only | 10/01/2025 | ||
| PORT Mortgage Loan 2 | 10,523 | 10,523 | 4.72% | 4.72% | Interest Only | 03/01/2026 | ||
| PORT MetLife Loan 1 (6) | 56,368 | 59,091 | 3.90% | 3.90% | Interest Only | 04/10/2026 | ||
| PORT MetLife Loan 2 (6) | 89,671 | 93,388 | 3.99% | 3.99% | Interest Only | 04/10/2026 | ||
| Lincoln Court Mortgage Loan (6) | 31,325 | 33,310 | SOFR + 3.25% | 7.78% | Interest Only | 08/07/2025 (5) | ||
| Madison Square Mortgage Loan | 20,722 | 17,962 | SOFR + 3.00% | 7.53% | Interest Only | 01/07/2025 (5) | ||
| Bank of America Mortgage Loan (6)(7) | 156,836 | 175,234 | SOFR + 2.75% | 7.28% | Principal & Interest | 09/01/2026 (5) | ||
| Richardson Office Mortgage Loan (8) | 12,018 | 12,209 | SOFR +3.50% (8) | 8.03% | Principal & Interest | 04/30/2025 (5) | ||
| Q&C Hotel Mortgage Loan (8) | 21,966 | 24,579 | SOFR +3.50% (8) | 8.03% | Principal & Interest | 04/30/2025 (5) | ||
| Eight and Nine Corporate Centre Mortgage Loan | 20,000 | — | SOFR + 4.90% (9) | 9.43% | Interest Only | 02/09/2026 (5) | ||
| Lofts at NoHo Commons Mortgage Loan | — | 68,451 | (10) | (10) | (10) | (10) | ||
| Total Notes and Bonds Payable principal outstanding | 876,767 | 1,045,821 | ||||||
| Deferred financing costs and debt discount and premium, net (11) | (11,475) | (17,138) | ||||||
| Total Notes and Bonds Payable, net | $ | 865,292 | $ | 1,028,683 |
_____________________
(1) Contractual interest rate represents the interest rate in effect under the loan as of December 31, 2024. Effective interest rate was calculated as the actual interest rate in effect as of December 31, 2024 (consisting of the contractual interest rate and contractual floor rates), using Secured Overnight Financing Rate (“SOFR”) as of December 31, 2024, where applicable.
(2) Represents the payment type required under these loans as of December 31, 2024. Certain future monthly payments due under these loans also include amortizing principal payments.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 7: NOTES AND BONDS PAYABLE (Cont.)
(3) Represents the initial maturity date or the maturity date as extended as of December 31, 2024. For more information of the Company’s contractual obligations under its notes and bonds payable, see five-year maturity table, below.
(4) See Israeli Bond Financings, below for additional details on the Company’s bonds.
(5) Subject to certain conditions, the maturity dates of certain loans may be extended beyond the date shown. Subsequent to December 31, 2024, the Company extended the Madison Square Mortgage Loan to April 8, 2025. As of the filing date of this report, the Company was in refinancing negotiations with the lender for the Georgia 400 Center Mortgage Loan.
(6) The Company’s notes and bonds payable are generally non-recourse. These mortgage loans have guarantees over certain balances whereby the Company would be required to make the remaining payments in the event that the Company turned the property over to the lender. As of December 31, 2024, the guaranteed amount in the aggregate was $204.0 million.
(7) This loan was cross-collateralized by the associated properties: Park Centre, 1180 Raymond, The Marq, and Oakland City Center and the Company made a principal paydown of $10.0 million on this loan on December 1, 2024.
(8) During the year ended December 31, 2024, the Company refinanced these loans and they are cross-collateralized by the Richardson Office and Q&C Hotel properties. The effective interest rate is at the higher of one-month SOFR plus 3.50% or 7.50%.
(9) The effective interest rate is at the higher of one-month SOFR plus 4.90% or 8.90%.
(10) In September 2024, in connection with the disposition of the Lofts at NoHo Commons, the Company repaid the $68.5 million outstanding principal balance due under the Lofts at NoHo Commons Mortgage Loan.
(11) Represents the unamortized premium/discount on notes and bonds payable due to the above- and below-market interest rates when the debt was assumed. The discount/premium is amortized over the remaining life of the notes and bonds payable.
During the years ended December 31, 2024, 2023 and 2022, the Company incurred $71.9 million,$68.2 million and $48.1 million of finance expense, respectively. Included in finance expense for the years ended December 31, 2024, 2023 and 2022, was $9.4 million, $9.6 million and $8.5 million, respectively of amortization of deferred financing costs and debt discount and premium, net. Additionally, during the years ended December 31, 2024, 2023 and 2022, the Company capitalized $4.5 million, $3.7 million and $2.5 million of finance expenses, respectively, to its investments in undeveloped land.
As of December 31, 2024 and 2023, the Company’s interest payable was $11.0 million and $9.0 million, respectively.
The following is a schedule of fully extended maturities, including principal amortization payments and interest payments based on undiscounted amounts, for all notes and bonds payable outstanding as of December 31, 2024 and 2023 (in thousands):
| December 31 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||
| Principal | Interest | Total | Principal | Interest | Total | |||||||
| 2025 | $ | 177,969 | $ | 53,565 | $ | 231,534 | $ | 271,064 | $ | 50,416 | $ | 321,480 |
| 2026 | 310,844 | 40,428 | 351,272 | 150,607 | 43,147 | 193,754 | ||||||
| 2027 | 93,600 | 28,306 | 121,906 | 369,703 | 28,628 | 398,331 | ||||||
| 2028 | 199,820 | 18,527 | 218,347 | 54,738 | 19,073 | 73,811 | ||||||
| 2029 | 94,534 | 2,195 | 96,729 | 181,746 | 12,534 | 194,280 | ||||||
| Thereafter | — | — | — | 17,963 | 623 | 18,586 | ||||||
| $ | 876,767 | $ | 143,021 | $ | 1,019,788 | $ | 1,045,821 | $ | 154,421 | $ | 1,200,242 |
The Company’s notes payable contain various financial debt covenants, including debt-to-value, debt yield, minimum equity requirements, and debt service coverage ratios. As of December 31, 2024, the Company was in compliance with all of these debt covenants with the exception that the Lincoln Court Mortgage Loan were not in compliance with the debt service coverage requirement. As a result of such non-compliance, the Company is required to provide a cash sweep for the Lincoln Court Mortgage Loan, and the remaining loans are at-risk of cash sweeps and/or principal pay downs if in non-compliance.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 7: NOTES AND BONDS PAYABLE (Cont.)
Israeli Bonds Financing
As of December 31, 2024, the Company had bonds outstanding of 1.2 billion Israeli new shekels ($328.0 million as of December 31, 2024) (“Series Bonds”), of which 142.0 million Israeli new shekels ($39.0 million as of December 31, 2024) were collateralized by real estate (specified lands in Park Highlands and Richardson). The Series Bonds principal payments ranging from January 2025 to February 2029 with fixed interest rates ranging from 4.18% to 9.75%. On August 20, 2024, the Company issued 299.0 million Israeli new shekels of Series D bonds (the “Series D Expansion”) to Israeli investors pursuant to a public offering registered with the Israel Securities Authority. The Series D Expansion had an equal level of security, pari passu, amongst themselves and between them and the existing Series D bonds without any right of precedence or preference between any of them. During the year ended December 31, 2024, the Company prepaid 312.8 million Israeli new shekels ($85.8 million as of December 31, 2024) of the January 31, 2025 Series B bond payment and repaid 218.0 million Israeli new shekels ($59.8 million as of December 31, 2024) of the Series C bond in connection with the sale of the Park Highlands undeveloped land.
The deeds of trust that governs the terms of the Series Bonds contain various financial covenants. As of December 31, 2024, the Company was in compliance with all of these financial debt covenants.
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 December 31, 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 December 31, 2024 was $524.0 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 67%; (iii) the Adjusted NOI was $57.8 million for the trailing twelve months ended December 31, 2024; and (iv) the consolidated scope of projects was $0 as of December 31, 2024.
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 December 31, 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 December 31, 2024 was $524.0 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 67%; (iii) and the Loan to Collateral Ratio as of December 31, 2024 was 52%.
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 December 31, 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 December 31, 2024 was $524.0 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 67%; (iii) and the Adjusted NOI was $57.8 million for the trailing twelve months ended December 31, 2024.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 7: NOTES AND BONDS PAYABLE (Cont.)
Below is a table showing the changes in notes and bonds payable arising from financing activities for the years ended December 31, 2024 and 2023:
| January 1, 2024 | Cash Flows | Foreign Exchange Movement | Other (1) | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Current notes payable | $ | 163,823 | $ | (89,399) | $ | — | $ | 82,892 | $ | 157,316 |
| Current bonds | 107,241 | (107,241) | (1,119) | 21,772 | 20,653 | |||||
| Non-current notes payable | 460,813 | 13,560 | — | (82,892) | 391,481 | |||||
| Non-current bonds | 313,944 | 14,200 | 945 | (21,772) | 307,317 | |||||
| $ | 1,045,821 | $ | (168,880) | $ | (174) | $ | — | $ | 876,767 | |
| January 1, 2023 | Cash Flows | Foreign Exchange Movement | Other (1) | December 31, 2023 | ||||||
| Current notes payable | $ | 273,396 | $ | (111,243) | $ | — | $ | 1,670 | $ | 163,823 |
| Current bonds | — | — | (3,163) | 110,404 | 107,241 | |||||
| Non-current notes payable | 461,503 | 980 | — | (1,670) | 460,813 | |||||
| Non-current bonds | 331,213 | 97,522 | (4,387) | (110,404) | 313,944 | |||||
| $ | 1,066,112 | $ | (12,741) | $ | (7,550) | $ | — | $ | 1,045,821 |
_____________________
(1) This column includes the effect of reclassification of non-current and current notes and bonds payable for both of the years ended December 31, 2024 and 2023
Liquidity Risk
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, debentures, and purchase contracts. As of December 31, 2024, approximately 20% of the Company's debt will mature in less than one year (2023: 26%) based on the carrying amount of loans and bonds reflected in the financial statements.
The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. Access to sources of funding appears sufficiently available and debt maturing within 12 months can be rolled over with new or existing lenders. Additionally, the Company may sell financial assets or investment properties to meet debt obligations.
NOTE 8: LEASE OBLIGATION
As of December 31, 2024 and 2023, the Company's finance lease for 210 West 31st Street is included in the accompanying consolidated statements of financial position as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Right-of-use asset (included in investment properties, in thousands) | $ | 6,014 | $ | 6,391 | ||
| Lease obligation (in thousands) | 9,632 | 9,537 | ||||
| Remaining lease term | 89.0 years | 90.0 years | ||||
| Discount rate | 4.8 | % | 4.8 | % |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 8: LEASE OBLIGATION (Cont.)
As of December 31, 2024, the Company had a leasehold interest expiring on 2114. Future minimum lease payments owed by the Company under the finance lease as of December 31, 2024 are as follows (in thousands):
| 2025 | $ | 393 |
|---|---|---|
| 2026 | 396 | |
| 2027 | 396 | |
| 2028 | 396 | |
| 2029 | 396 | |
| Thereafter | 50,979 | |
| Total expected minimum lease obligations | 52,956 | |
| Less: Amount representing interest (1) | (43,779) | |
| Present value of net minimum lease obligations | $ | 9,632 |
_____________________
(1) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company’s incremental borrowing rate at acquisition.
NOTE 9: FAIR VALUE DISCLOSURES
The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of financial instruments for which it is practicable to estimate the fair value:
Notes and bonds payable: The fair values of the Company's notes payable are estimated using a discounted cash flow analysis based on management's estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs. The Series Bonds are publicly traded on the Tel-Aviv Stock Exchange and the fair values are based on the quoted price as of December 31, 2024. The Company classifies this input as a Level 1 input.
Financial assets at fair value through profit and loss: The Company's real estate equity securities are presented at fair value in the accompanying consolidated statements of financial position. The fair value of the Company's real estate equity securities were based on quoted prices in an active market on a major stock exchange. The Company classifies this input as a Level 1 input.
Derivative instruments: The Company’s derivative instruments are presented at fair value in the accompanying consolidated statements of financial position. The valuation of these instruments is determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs.
The following were the face values, carrying amounts and fair values of the Company's financial liabilities as of December 31, 2024 and 2023, which carrying amounts do not approximate the fair values (in thousands):
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 9: FAIR VALUE DISCLOSURES (Cont.)
| December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||
| Financial liabilities: | ||||||||
| Notes payable | $ | 545,906 | $ | 540,191 | $ | 620,262 | $ | 611,725 |
| Series Bonds | $ | 319,386 | $ | 329,141 | $ | 408,421 | $ | 399,044 |
Disclosure of the fair value of financial instruments is based on pertinent information available to the Company as of the period end and requires a significant amount of judgment. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company's estimate of value at a future date could be materially different.
As of December 31, 2024, the Company measured the following assets and liabilities at fair value (in thousands):
| Fair Value Measurements Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total | Quoted Prices in Active Markets for Identical Assets<br><br>(Level 1) | Significant Other Observable Inputs<br><br>(Level 2) | Significant Unobservable Inputs<br><br>(Level 3) | |||||
| Recurring Basis: | ||||||||
| Investment properties | $ | 1,157,945 | $ | — | $ | — | $ | 1,157,945 |
| Financial assets at fair value through profit or loss | $ | 13,154 | $ | 13,154 | $ | — | $ | — |
As of December 31, 2023, the Company measured the following assets and liabilities at fair value (in thousands):
| Fair Value Measurements Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total | Quoted Prices in Active Markets for Identical Assets<br><br>(Level 1) | Significant Other Observable Inputs<br><br>(Level 2) | Significant Unobservable Inputs<br><br>(Level 3) | |||||
| Recurring Basis: | ||||||||
| Investment properties | $ | 1,493,587 | $ | — | $ | — | $ | 1,493,587 |
| Financial assets at fair value through profit or loss | $ | 41,609 | $ | 41,609 | $ | — | $ | — |
| Asset derivative - interest rate caps | $ | 1,235 | $ | — | $ | 1,235 | $ | — |
| Asset derivative - foreign currency collars | $ | 3,655 | $ | — | $ | 3,655 | $ | — |
Investment properties are stated at fair value which has been determined based on valuations performed by independent external valuation experts who hold recognized and relevant professional qualifications and which have experience in the location and category of the property being valued. The fair value was determined with reference to recent real estate transactions for similar properties in the same location as the property owned by the Company and based on the expected future cash flows from the property, if applicable. In assessing cash flows, risk is taken into account by using an investment yield that reflects the property's underlying risks supported by the standard yield in the real estate market and by including adjustments for the specific characteristics of the property and the level of future income therefrom. Land held for capital appreciation and certain investment properties under construction (those for which development activities are underway but construction have not commenced) are generally valued based on comparable sales transactions.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 9: FAIR VALUE DISCLOSURES (Cont.)
The fair value measurement is classified as Level 3 in the fair value hierarchy.
Significant assumptions (based on weighted averages, except for land) used in the valuations are presented below:
| December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Investment properties: | ||||
| Strategic Opportunistic - Income Producing Properties | ||||
| Average rent per square foot | $ | 25.9 | $ | 23.4 |
| Terminal capitalization rate | 7.2% | 6.8% | ||
| Discount rate | 8.4% | 8.0% | ||
| Vacancy | 5 - 15% | 5 - 10% | ||
| Strategic Opportunistic - Land | ||||
| Fair value per acre (in thousands) | 458-690 | 458-690 | ||
| Residential Homes | ||||
| Capitalization rate | 4.1% | 4.4% |
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation of investment properties (in thousands):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| Increase (Decrease) on the Fair Value due to | ||||||||
| Decrease of 25 basis | Increase of 25 basis | Decrease of 25 basis | Increase of 25 basis | |||||
| Investment properties: | ||||||||
| Strategic Opportunistic | ||||||||
| Terminal capitalization rates | $ | 11,346 | $ | (10,429) | $ | 36,301 | $ | (33,086) |
| Residential Homes | ||||||||
| Capitalization rates | 25,873 | (22,880) | 24,522 | (21,880) |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 9: FAIR VALUE DISCLOSURES (Cont.)
Notes and Bonds Payable Sensitivity Analysis:
As of December 31, 2024, the Company was exposed to market risks related to fluctuations in interest rates on $336.5 million of variable rate debt outstanding and based on interest rates as of December 31, 2024, if interest rates were 100 basis points higher or lower during the 12 months ending December 31, 2024, finance expense on the Company’s variable rate debt would increase by $2.8 million or decrease by $3.1 million, respectively.
Foreign Currency Analysis:
As of December 31, 2024, the Company held 39.0 million Israeli new Shekels ($10.7 million as of December 31, 2024) and 10.9 million Israeli new Shekels ($3.0 million as of December 31, 2024) in cash and restricted cash, respectively. In addition, as of December 31, 2024, the Company had bonds outstanding and the related interest payable in the amounts of 1.2 billion Israeli new Shekels ($328.0 million as of December 31, 2024) and 27.5 million Israeli new Shekels ($7.6 million as of December 31, 2024), respectively. Foreign currency exchange rate risk is the possibility that our financial results could be better or worse than planned because of changes in foreign currency exchange rates. Based solely on the remeasurement for the year ended December 31, 2024, if foreign currency exchange rates were to increase or decrease by 10%, the Company’s net income would increase or decrease by $32.7 million.
NOTE 10: RELATED PARTY TRANSACTIONS
Pacific Oak Capital Advisors, LLC
The Parent Company has entered into an advisory agreement with Pacific Oak Capital Advisors, LLC (the “Advisor”). Pursuant to the advisory agreement, the Advisor conducts the Parent Company's operations and manages its portfolio of investments (excluding residential homes), which investments the Parent Company holds indirectly through the Company. The Parent Company is obligated to pay the Advisor specified fees upon the provision of certain services related to the management of the Parent Company's operations and for other services including, but not limited to, the following: (1) an acquisition fee equal to 1.0% of the cost of investments acquired, or the amount funded by the Company to acquire or originate mortgage, mezzanine, bridge or other loans, including any acquisition and origination expenses related to such investments and any debt attributable to such investments; (2) a monthly asset management fee equal to one-twelfth of 1.0% of the lesser of (i) the amount paid or allocated to acquire or fund the loan or other investment, inclusive of acquisition and origination fees and expenses related thereto and the amount of any debt associated with or used to acquire or fund such investment and (ii) the outstanding principal amount of such loan or other investment, plus the acquisition and origination fees and expenses related to the acquisition or funding of such investment, as of the time of calculation; and (3) a disposition fee of 1.0% of the contract sales price of each property or other investment sold; provided, however, in no event may the disposition fees exceed 6.0% of the contract sales price. The advisory agreement is effective November 1, 2024 through November 1, 2025; however, the Parent Company or the Advisor may terminate the advisory agreement without cause or penalty upon providing 60 days’ written notice.
Concurrent with the placement of the bonds of the Company and the admission of the Company's bonds to trading on the Tel-Aviv Stock Exchange, an agreement between the Company and the Parent Company came into effect which constitute a back to back agreement to the advisory agreement.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 10: RELATED PARTY TRANSACTIONS (Cont.)
Pacific Oak Residential Advisors, LLC
Effective September 1, 2022, the Company entered into an advisory agreement (the “PORT Advisory Agreement”) with Pacific Oak Residential Advisors, LLC (“PORA”), an affiliate of the Advisor, pursuant to which PORT Advisor acted as a product specialist with respect to the Company’s residential home portfolio, held through a wholly owned subsidiary. Pursuant to the PORT Advisory Agreement, the Company will pay the PORT Advisor: (1) an acquisition fee equal to 1.0% of the cost of each asset which consists of the price paid for the asset plus any amounts funded or budgeted at the time of acquisition for capital expenditures; (2) a quarterly asset management fee equal to 0.25% (1.0% annually) on the aggregate value of the Company’s residential home portfolio assets, as determined in accordance with the Company’s valuation guidelines, as of the end of each quarter; and (3) disposition fee equal to 1.0% of the contract sales price of the residential homes sold, provided, however, in no event may the disposition fees paid to the PORT Advisor, its affiliates and unaffiliated third parties exceed 6.0% of the contract sales price. In the case of investments made through a joint venture, the acquisition fee will be based on the Company’s proportionate share of the joint venture. On December 19, 2024, the PORT Advisory Agreement was amended as a result of the PORT Advisor no longer being an affiliate of the Advisor. The amendment extends the agreement term to December 19, 2026, with one-year renewals available upon the agreement of both parties.
DMH Realty, LLC
Effective September 1, 2022, PORT entered into a property management agreement with DMH Realty, LLC (“DMH Realty”), an affiliate of the Advisor through December 19, 2024, for the Company’s residential home portfolio (the “PORT Property Management Agreement”). Pursuant to the PORT Property Management Agreement, the Company will pay DMH Realty a property management fee equal to the following: (a) 8% of Collected Rental Revenues, as defined below, up to $50.0 million per annum; (b) 7% of Collected Rental Revenues in excess of $50.0 million per annum, but less than or equal to $75.0 million per annum; and (c) 6% of Collected Rental Revenues in excess of $75.0 million per annum, “Collected Rental Revenues” means the amount of rental revenue actually collected for each property per the terms of the lease pertaining to each property (including lease breakage fees) or pursuant to any early termination buyouts, but excluding other income items, fees or revenue collected by DMH Realty, including but not limited to: application fees, insufficient funds fees, late fees, move-in fees, pet fees, and security deposits (except to the extent applied to rent per the terms of the lease pertaining to any property). On December 19, 2024, the PORT Property Management Agreement was amended as a result of DMH Realty no longer being an affiliate of the Advisor. The amendment extends the agreement term to December 19, 2026, with automatic one-year renewals.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 10: RELATED PARTY TRANSACTIONS (Cont.)
Pacific Oak Capital Markets, LLC
On September 9, 2022, the Company, commenced a private offering of up to $500 million of common stock in a primary offering and up to $50 million of common stock under its distribution reinvestment plan (the “Private Offering”). PORT engaged Pacific Oak Capital Markets, LLC (“POCM”), an affiliate of the Advisor, PORA and DHM Realty, to be the dealer manager for the Private Offering, pursuant to a dealer manager agreement effective as of September 9, 2022 (the “PORT Dealer Manager Agreement”). Pursuant to the PORT Dealer Manager Agreement, with respect to Class A shares, PORT will generally pay POCM: (1) selling commissions equal to up to 6.0% of the net asset value (“NAV”) of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; (2) a dealer manager fee equal to up to 1.5% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; and (3) a placement agent fee equal to up to 1.5% of the NAV of each share sold in the primary offering. With respect to Class T shares, PORT will generally pay POCM: (1) selling commissions equal to up to 3.0% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; (2) a dealer manager fee equal to up to 0.75% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; and (3) a placement agent fee equal to up to 0.75% of the NAV of each share sold in the primary offering. PORT will not pay any selling commissions, dealer manager or placement agent fees in connection with the sale of shares under the distribution reinvestment plan. The Advisor is the sponsor for the Private Offering and as the sponsor, they will incur reimbursable organization and offering costs on behalf of PORT. PORT will incur an organization and offering expense fee equal to 0.5% of the NAV of each share sold in the Private Offering to help fund the reimbursement to the sponsor. The Private Offering was terminated on April 2, 2024 and no fees were incurred related to this arrangement with POCM.
Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company (in thousands).
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| Expensed | ||||||
| Asset management fees | $ | 15,622 | $ | 15,415 | $ | 13,678 |
| Property management fees (1) | 2,717 | 2,883 | 1,267 | |||
| Disposition fees (2) | 1,932 | 1,255 | 1,294 | |||
| Capitalized | ||||||
| Acquisition fees on investment properties (3) | — | — | 67 | |||
| Reimbursable offering costs (4) | — | 894 | — | |||
| $ | 20,271 | $ | 20,447 | $ | 16,306 |
_____________________
(1)Property management fees paid to DMH Realty through December 19, 2024 are recorded as operating, maintenance, and management expenses in the accompanying consolidated statements of operations.
(2)Disposition fees with respect to real estate properties sold are recorded as a component of the gain or loss on sale of real estate in the accompanying consolidated statements of operations.
(3) Acquisition fees associated with asset acquisitions are capitalized, while costs associated with business combinations are expensed as incurred.
(4) Reimbursable offering costs to the Advisor related to the terminated PORT private offering.
As of December 31, 2024 and 2023, the Company had $12.7 million and $9.5 million due to affiliates under these agreements.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 11: INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
As of December 31, 2024 and 2023, the Company’s investment in unconsolidated joint ventures were composed of the following:
| Properties as of December 31, 2024 | December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Joint Venture | Location | Ownership % | 2024 | 2023 | |||||||
| 110 William Joint Venture | 1 | New York, New York | (1) | $ | 142,899 | $ | 112,514 | ||||
| Pacific Oak Opportunity Zone Fund I | 4 | Various | 47.0% | 34,476 | 36,068 | ||||||
| 353 Sacramento Joint Venture (2) | 1 | San Francisco, California | 55.0% | — | — | ||||||
| $ | 177,375 | $ | 148,582 |
_____________________
(1)As of December 31, 2024, the Company owned 77.5% of preferred interest and 100% of common interest in the 110 William Joint Venture.
(2)The Company’s investment in the 353 Sacramento Joint Venture is limited to the investment balance and the Company does not guarantee any debt or other obligations associated with the joint venture.
The equity in net loss of unconsolidated joint ventures for the years ended December 31, 2024, 2023 and 2022 was as follows:
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| 110 William Joint Venture | $ | (49,066) | $ | 33,448 | $ | (39,351) |
| Pacific Oak Opportunity Zone Fund I | (160) | (706) | 9,551 | |||
| 353 Sacramento Joint Venture | — | (75,929) | (8,146) | |||
| PORT II OP LP | — | — | 18,290 | |||
| Equity in loss of unconsolidated joint ventures | $ | (49,226) | $ | (43,187) | $ | (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):
| December 31 | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Current assets | $ | 8,676 | $ | 8,911 |
| Non-current assets | 464,900 | 386,670 | ||
| Current liabilities | 23,824 | 10,514 | ||
| Non-current liabilities (1) | 277,558 | 248,555 | ||
| Equity | 172,194 | 136,512 | ||
| Equity attributable to equity holders of the Company (Based on the waterfall mechanism) | $ | 142,899 | $ | 112,514 |
_____________________
(1) As of December 31, 2024, non-current liabilities includes a senior mortgage loan of $239.1 million, bearing interest at a rate of the 200 basis points over one-month SOFR and a supplemental loan of $38.5 million, bearing interest at a rate of 300 basis points over one-month SOFR. All loans are maturing on July 5, 2026.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 11: INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (Cont.)
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| Revenues | $ | 15,890 | $ | 24,474 | $ | 26,856 |
| Gross (loss) profit | (93) | 4,908 | 10,784 | |||
| Operating loss *) | (24,854) | (30,776) | (49,260) | |||
| Net (loss) profit *) | (43,834) | 4,988 | (76,506) | |||
| Share of (loss) profit from unconsolidated joint venture (Based on the waterfall mechanism) | (49,066) | 33,448 | (39,351) | |||
| *) Includes revaluation loss on investment properties | $ | (24,748) | $ | (35,402) | $ | (60,044) |
Pacific Oak Opportunity Zone Fund I:
Summarized information about the statements of financial position and the statements of profit or loss of Pacific Oak Opportunity Zone Fund I, LLC (100%) (in thousands):
| December 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Current assets | $ | 1,970 | $ | 3,123 | ||
| Non-current assets | 129,133 | 125,691 | ||||
| Current liabilities | 828 | 1,626 | ||||
| Non-current liabilities | 57,837 | 51,065 | ||||
| Equity | 72,438 | 76,417 | ||||
| Equity attributable to equity holders of the Company (Based on the waterfall mechanism) | $ | 34,476 | $ | 36,068 | ||
| Year ended December 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2023 | 2022 | ||||
| Revenues | $ | 9,184 | $ | 7,744 | $ | 5,352 |
| Gross profit | 7,687 | 6,776 | 1,662 | |||
| Operating profit (loss) *) | 1,915 | (5,050) | 23,524 | |||
| Net (loss) profit *) | (479) | (7,162) | 23,524 | |||
| Share of (loss) profit from unconsolidated joint venture (Based on the waterfall mechanism) | (160) | (706) | 9,551 | |||
| *) Includes revaluation (loss) gain on investment properties | $ | (1,359) | $ | (7,587) | $ | 28,560 |
The Company does not attach the financial statements related to the investment in unconsolidated joint ventures, as the reports do not add more information to the contained above.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 12: 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.
The Company recognizes three reporting segments for the years ended December 31, 2024, 2023 and 2022 and consists of strategic opportunistic properties, residential homes and hotel.
The selected financial information for the reporting segments for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):
| Year ended December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Strategic Opportunistic Properties | Residential Homes | Hotel | Total | |||||
| Total revenues and other income | $ | 90,938 | $ | 35,200 | $ | 9,061 | $ | 135,199 |
| Gross profit | $ | 38,015 | $ | 16,141 | $ | 2,184 | $ | 56,340 |
| Finance expenses, net | $ | 60,252 | $ | 9,371 | $ | 2,269 | $ | 71,892 |
| Year ended December 31, 2023 | ||||||||
| Strategic Opportunistic Properties | Residential Homes | Hotel | Total | |||||
| Total revenues and other income | $ | 97,743 | $ | 38,637 | $ | 9,153 | $ | 145,533 |
| Gross profit | $ | 41,438 | $ | 16,283 | $ | 2,208 | $ | 59,929 |
| Finance expenses, net | $ | 55,590 | $ | 10,279 | $ | 2,347 | $ | 68,216 |
| Year ended December 31, 2022 | ||||||||
| Strategic Opportunistic Properties | Residential Homes | Hotel | Total | |||||
| 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, net | $ | 35,847 | $ | 8,955 | $ | 4,451 | $ | 49,253 |
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 12: SEGMENT INFORMATION (Cont.)
The selected financial information for the three reporting segments as of December 31, 2024 and 2023 is as follows (in thousands):
| December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Strategic Opportunistic Properties | Residential Homes | Hotel | Total | |||||
| Investment properties | $ | 762,350 | $ | 395,595 | $ | — | $ | 1,157,945 |
| Property plant and equipment - hotel, net | $ | — | $ | — | $ | 33,624 | $ | 33,624 |
| Total assets | $ | 1,043,333 | $ | 408,875 | $ | 35,451 | $ | 1,487,659 |
| Total liabilities | $ | 737,527 | $ | 198,764 | $ | 23,465 | $ | 959,756 |
| December 31, 2023 | ||||||||
| Strategic Opportunistic Properties | Residential Homes | Hotel | Total | |||||
| Investment properties | $ | 1,087,376 | $ | 406,211 | $ | — | $ | 1,493,587 |
| Property plant and equipment - hotel, net | $ | — | $ | — | $ | 40,634 | $ | 40,634 |
| Total assets | $ | 1,407,870 | $ | 436,394 | $ | 48,847 | $ | 1,893,111 |
| Total liabilities | $ | 879,854 | $ | 203,410 | $ | 26,957 | $ | 1,110,221 |
NOTE 13: COMMITMENTS AND CONTINGENCIES
Economic Dependency
The Company is dependent on the Advisor and PORA (refer to Note 10) for certain services that are essential to the Company, including the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company's investment portfolio; and other general and administrative responsibilities. In the event that the Advisor and its affiliates are unable to provide these services, the Company will be required to obtain such services from other sources.
Environmental
As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of profit or loss as of December 31, 2024. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company's properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities.
Legal Matters
From time to time, the Company is a party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on the Company's results of profit or loss or financial condition, which would require accrual or disclosure of the contingency and the possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.
PACIFIC OAK SOR (BVI) HOLDINGS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands
NOTE 13: COMMITMENTS AND CONTINGENCIES (Cont.)
Guarantee Agreements
As of December 31, 2024 and as part of the 110 William Joint Venture debt and restructuring agreements, the Company, through an indirect wholly owned subsidiary, became the guarantor for certain guarantees related to the 110 William Joint Venture, including guaranteeing: all debt servicing costs and timely debt payments, completion for the construction and development of tenant improvement work, and recourse obligations. The related debt has an initial maturity of July 5, 2026 and guarantee amounts are due upon occurrence of any one triggering event.
As of December 31, 2024 and as part of guarantee agreements on mortgage loans, the Company, through an indirect wholly owned subsidiary, guaranteed the payment of $204.0 million. The Company would be required to make guaranteed payments in the event that the Company turns the properties over to the lenders.
NOTE 14: SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Series B Bond Payment
On January 31, 2025, the Company made the remaining second Series B bonds principal installment payment of 75.3 million Israeli new shekels ($21.0 million as of January 31, 2025).
30
Document
Exhibit 99.2
| This English translation is for convenience purposes only. This is not an official translation and is not<br>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
December 31, 2024 (Audited)
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
PRESENTATION OF SEPARATE FINANCIAL DATA
FROM THE CONSOLIDATED FINANCIAL STATEMENTS
ATTRIBUTABLE TO THE COMPANY
AS OF DECEMBER 31, 2024
INDEX
| Page | |
|---|---|
| Special Report Presented Pursuant to Regulation 9c | 2 |
| Financial Information from the Consolidated Statements of Financial Position Attributable to the Company | 3 |
| Financial Information from the Consolidated Statements of Profit or Loss Attributable to the Company | 4 |
| Financial Information from the Consolidated Statements of Cash Flows Attributable to the Company | 5 |
| Additional Information | 6 |
Special Report in accordance with Regulation 9c
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 December 31, 2024, published as part of the periodic reports ("consolidated financial statements"), presented in accordance with Regulation 9c to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
The significant accounting policies applied in presenting this financial information is elaborated in Note 2 to the consolidated financial statements.
"Investees" - as defined in Note 1 to the consolidated financial statements.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Financial Information from the Consolidated Statements of Financial Position Attributable to the Company
| December 31, | |||||
|---|---|---|---|---|---|
| Note | 2024 | 2023 | |||
| U.S. dollars in thousands | |||||
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Investments in investees | $ | 849,492 | $ | 1,135,916 | |
| Restricted cash | 10,109 | 6,231 | |||
| 859,601 | 1,142,147 | ||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 704 | 21,503 | |||
| Restricted cash | 3,252 | 28,849 | |||
| Other assets | — | 3,655 | |||
| 3,956 | 54,007 | ||||
| Total assets | $ | 863,557 | $ | 1,196,154 | |
| EQUITY | $ | 523,989 | $ | 772,166 | |
| NON-CURRENT LIABILITIES | |||||
| Bonds payable, net | b | 298,741 | 301,180 | ||
| CURRENT LIABILITIES | |||||
| Accounts payable and accrued liabilities | 8,208 | 6,029 | |||
| Bonds payable | b | 20,653 | 107,241 | ||
| Due to affiliates | 11,966 | 9,538 | |||
| 40,827 | 122,808 | ||||
| Total liabilities | 339,568 | 423,988 | |||
| Total equity and liabilities | $ | 863,557 | $ | 1,196,154 |
The accompanying notes and additional information are an integral part of the condensed financial data.
| March 30, 2025 | /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 | Chairman 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
| Year ended<br>December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| U.S. dollars in thousands | ||||||
| Share of (loss) profit from investees, net | $ | (190,035) | $ | (157,546) | $ | 14,984 |
| Advisory fees to affiliate | (11,593) | (11,776) | (12,348) | |||
| General and administrative expenses | (2,645) | (2,039) | (4,100) | |||
| Operating loss | (204,273) | (171,361) | (1,464) | |||
| Finance expense | (30,720) | (22,897) | (17,281) | |||
| Finance income | 1,005 | 756 | 11 | |||
| Loss on extinguishment of debt | (6,033) | — | — | |||
| Foreign currency transaction (loss) gain, net | (3,156) | (18,712) | 29,038 | |||
| Net (loss) income | $ | (243,177) | $ | (212,214) | $ | 10,304 |
| Total comprehensive (loss) income | $ | (243,177) | $ | (212,214) | $ | 10,304 |
The accompanying notes and additional information are an integral part of the condensed financial data.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Financial Information from the Consolidated Statements of Cash Flows Attributable to the Company
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| U.S. dollars in thousands | ||||||
| Cash flows from operating activities | ||||||
| Net (loss) income for the period | $ | (243,177) | $ | (212,214) | $ | 10,304 |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
| Share of loss (profit) from investees | 190,035 | 157,546 | (14,984) | |||
| Finance expense | 30,720 | 22,897 | 17,281 | |||
| Distribution from investees, net | 49,109 | 3,712 | 11,948 | |||
| Loss on extinguishment of debt | 6,033 | — | — | |||
| Foreign currency transaction adjustments, net | 3,156 | 18,712 | (29,038) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts payable and accrued liabilities | (247) | (1,709) | 1,017 | |||
| Restricted cash for operational expenditures | (3,389) | 2,105 | (14,404) | |||
| Due to owner | 3,982 | 6,908 | 551 | |||
| Net cash provided by (used in) operating activities | 36,222 | (2,043) | (17,325) | |||
| Cash flows from investing activities | ||||||
| Distribution from (to) investees, net | 47,280 | (15,712) | (16,885) | |||
| Payments on foreign currency derivatives, net | (478) | (30,209) | — | |||
| Net cash provided by (used in) investing activities | 46,802 | (45,921) | (16,885) | |||
| Cash flows from financing activities | ||||||
| Proceeds from bonds payable | 156,746 | 101,636 | 90,954 | |||
| Payment on bonds payable | (253,229) | — | — | |||
| Payments of deferred financing costs | (4,850) | (4,223) | (1,930) | |||
| Interest paid | (21,990) | (20,879) | (12,835) | |||
| Release of restricted cash for debt service obligations | 26,590 | (18,267) | (1,877) | |||
| Distributions to owner | (6,554) | (7,453) | (25,000) | |||
| Net cash (used in) provided by financing activities | (103,287) | 50,814 | 49,312 | |||
| Effect of exchange rate changes on cash and cash equivalents | (536) | (157) | (2,429) | |||
| (Decrease) increase in Cash and cash equivalents | (20,799) | 2,693 | 12,673 | |||
| Cash and cash equivalents, beginning of the period | 21,503 | 18,810 | 6,137 | |||
| Cash and cash equivalents, end of the period | $ | 704 | $ | 21,503 | $ | 18,810 |
| Supplemental Disclosure of Noncash Activities: | ||||||
| Distribution payable to owner | $ | — | $ | 1,750 | $ | — |
| Asset management fee reimbursement payable to owner | $ | 11,961 | $ | 7,047 | $ | 2,625 |
The accompanying notes and additional information are an integral part of the condensed financial data.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Additional Information
U.S. dollars in thousands
a. BASIS OF PREPARATION
This separate financial information has been prepared in a condensed format as of December 31, 2024 and for the year then ended, in accordance with Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 1970. This separate financial information should be read in conjunction with the consolidated financial statements as of December 31, 2024.
As of December 31, 2024, the Company had a working capital shortfall of $36.9 million, primarily attributed to the bond principal payment maturing in the year following the date of the statement of financial position. 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.
b. SIGNIFICANT EVENTS DURING THE REPORTING PERIOD
Israeli Bond Financings
As of December 31, 2024, the Company had bonds outstanding of 1.2 billion Israeli new shekels ($328.0 million as of December 31, 2024), of which 142.0 million Israeli new shekels ($39.0 million as of December 31, 2024) were collateralized by real estate held through an investee. The bonds had principal payments ranging from January 2025 to February 2029 with interest rates of 3.93% to 9.50%. During the year ended December 31, 2024, the Company issued 587.1 million Israeli new shekels ($161.4 million as of December 31, 2024) of Series D bonds to Israeli investors pursuant to a public offering registered with the Israel Securities Authority. During the year ended December 31, 2024, the Company repaid 700.9 million Israeli new shekels ($192.3 million as of December 31, 2024) of Series B bonds and also repaid 218.0 million Israeli new shekels ($59.8 million as of December 31, 2024) of Series C bonds collateralized by real estate held through an investee.
The deeds of trust that governs the terms of the bonds contain various financial covenants. As of December 31, 2024, the Company was in compliance with all of these financial debt covenants.
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 December 31, 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 December 31, 2024 was $524.0 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 67%; (iii) the Adjusted NOI was $57.8 million for the trailing twelve months ended December 31, 2024; and (iv) the consolidated scope of projects was $0 as of December 31, 2024.
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 December 31, 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 December 31, 2024 was $524.0 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 67%; and (iii) the Loan to Collateral Ratio was 52%.
PACIFIC OAK SOR (BVI) HOLDINGS, LTD.
Additional Information
U.S. dollars in thousands
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 December 31, 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 December 31, 2024 was $524.0 million; (ii) the Net Adjusted Debt to Net Adjusted Cap was 67%; (iii) and the Adjusted NOI was $57.8 million for the trailing twelve months ended December 31, 2024.
c. DIVIDENDS
During the years ended December 31, 2024, 2023 and 2022, the Company declared distributions in the aggregate of $5.0 million, $9.0 million and $25.0 million to the owner, respectively.
d. SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Series B Bond Payment
On January 31, 2025, the Company made the remaining second Series B bonds principal installment payment of 75.3 million Israeli new shekels ($21.0 million as of January 31, 2025).
7
pacificoak-bondholderpre

P A C I F I C O A K S O R ( B V I ) H o l d i n g s L T D Capital Market Presentation Update Based on Q4-2024 Reports -April 2025- Office Multifamily Single Family Rentals Hotel Land Exhibit 99.3 2 Disclaimer This presentation represents an English translation provided 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. This presentation does not constitute an offer of securities by Pacific Oak SOR (BVI) Holdings Ltd (hereinafter: the "Company") to the public and should not be construed as an offer of securities to the public. This presentation is a capital market update by the Company. The information contained in this presentation and any other information that will be provided during the presentation (hereinafter: the “Information") does not constitute a recommendation or opinion of an investment advisor or a tax advisor. Information is provided in summary form only. Investments in Company’s securities generally carries risk. It should be taken into account that past data does not necessarily indicate future performance. The purchase of Company’s securities requires a thorough study of its financial statements and the information published by the Company and their analysis from legal, accounting, taxation and economic perspectives. The information contained in this presentation may be presented differently from the manner in which it was presented in the Company's reports, but it can be calculated from the data included in those reports. Additionally, the information below is presented in this presentation for the first time: Annualized NOI data (as stated on slide 3), a summary of the bond expansion (slide 4), a graphical representation of the increase in the residential component in the Company's asset portfolio by equity value (as stated on slide 5), a graphical representation of the Company's bond redemption history (as stated on slide 6), historical information on Sale Price, Investment Cost Basis, Sale Price VS Cost Basis data (as stated on slide 7), a summarization of equity values in properties and other assets (slide 8), an overview of our strategies for liquidity and asset stabilization (slide 9), sensitivity analysis in the Company's residential assets and the Company's activities to reduce operating costs while increasing occupancy rates (as stated on slide 10), information regarding the delivery of Phases to the tenant in the William 110 property and the expected completion dates as well as expected sales value (as stated on slide 11-12), gross profit data by assets and areas of activity as of December 31, 2024 (as stated on slide 13); occupancy rates in the Company's asset portfolio over the last five quarters (as stated on slide 14), remaining debt liabilities as of December 31, 2024, as well as information regarding the status of the loan in the Sacramento 353 asset (55%) (as stated on slide 15); the Company's plans regarding potential sale transactions identified in its assets, in addition to those of Park Highlands (as stated on slide 16), a summary on loan-to-value (slide 17), and detail on the pledged assets of the issuance including fair value and LTV data, as well as status on the Series C issuance including information about the purchase of Park Highlands lands, as of December 31, 2024 (as stated on slides 18-23). The information below constitutes "forward-looking information" as defined in the Securities Law (1968) (the "Information"): The Company's plans to sell assets, including the sale of Park Highlands lands, residential properties, office assets, and other potential assets (as stated on slide 16), the sensitivity analysis and forecast of the impact of reducing operating costs in the residential assets (PORT) and increasing occupancy rates in the properties on NOI and the value calculated on the current capitalization ratio (as stated on slide 10), expected dates for delivering Phase B and C to the tenant in the William 110 property and recapitalization economics (as stated on slide 11-12), the forecast provided in the example of TI investments in the Marq property and its impact on occupancy rates and NOI in the property (as stated on slide 9), expected dates for completing the sale transactions of Park Highlands lands and the revenues from them (as stated on slide 16), debt maturity schedule of the Company as of December 31, 2024, as well as the Company's plans to enter into agreements to extend the repayment period and/or refinancing and/or sale of assets as stated (on slide 15). The information regarding the sale transactions of Park Highlands lands, including the expected completion dates, completion itself, and the revenues derived from them, is based on the aforementioned sale agreement and the ongoing dialogue with the buyer. This information may not materialize if there are adverse changes in the real estate market where the asset is located, due to the non-fulfillment of the conditions precedent to the agreement's completion, the buyer's withdrawal from the agreement, and the materialization of the risk factors detailed in section 1.18 of Chapter A of the Company's periodic report for 2023. The information regarding potential sale transactions, in addition to those concerning Park Highlands lands, is based on the information and calculations prepared by the Company and the dialogue with potential buyers, which may not materialize or may only partially materialize due to changes in the economic environment in which the Company's assets are located and the materialization of the risk factors as stated in section 1.18 of Chapter A of the periodic report for 2024. The information regarding the expected dates for delivering Phase B and C to the tenant in the William 110 property is based on the lease agreement for the property and the progress of the improvements being made in the property for the tenant. This information may not materialize or may only partially materialize due to changes in the economic environment in which the property is located, delays in the improvements being made in the property, and the materialization of the risk factors as stated in section 1.18 of Chapter A of the periodic report for 2024. The information regarding the Company's forecast for the impact of TI investments in the Marq property on occupancy rates and NOI in the property is based on economic calculations made by the Company based on existing lease agreements and negotiations for entering into new lease agreements. These forecasts may not materialize or may partially or differently materialize from what is stated, due to changes in the economic environment in which the property is located, the non- materialization of the aforementioned negotiations into binding lease agreements, or changes in the terms of the final lease agreements as well as the materialization of the risk factors as stated in section 1.18 of Chapter A of the periodic report for 2024. The information regarding the impact of reducing operating costs in the residential assets (PORT) and increasing occupancy rates in the properties on NOI and value is based on economic calculations made by the Company based on the operation of residential assets, the current capitalization ratio, and the Company's experience in the field. These forecasts may not materialize or may partially or differently materialize from what is stated due to changes in the economic environment in which the residential assets are located, capitalization ratios, and the materialization of the risk factors as stated in section 1.18 of Chapter A of the periodic report for 2024. The information regarding debt maturities as of December 31, 2024, is based on the terms of the loan agreements, calculations made by the Company, and negotiations conducted by the Company with existing and potential lenders and its experience in this field. This information may not materialize or may partially materialize if the negotiations with the lenders do not mature, due to the negative impact of inflationary trends and federal interest rates as stated in section 1.6.8 of Chapter A of the periodic report for 2024, due to adverse changes in the real estate market where the assets are located, and due to the materialization of the risk factors detailed in section 1.18 of Chapter A of the periodic report for 2024. 3 About Pacific Oak Multifamily: 1180 Raymond Boulevard, Newark, NJ Pacific Oak Group was established by Keith Hall and Peter McMillan III. Its professional advisory company, Pacific Oak Capital Advisors, serves as the advisor to Pacific Oak SOR (BVI) Holdings LTD (“the Company”), the Company’s parent Pacific Oak Strategic Opportunity REIT which is a public non-traded REIT in the U.S., and as the U.S. asset manager for Keppel Pacific Oak US REIT (“KORE”) which is a publicly traded REIT on the main board of the Singapore Exchange Securities Trading Limited (SGX-ST). The group has approximately $4 billion of real estate assets under management. Company Figures as of Q4-2024: Equity: $523.9M Net Debt to Net Cap: 67.3% Loan-to-value, Consolidated: 49.3%; including JV Share 51.9% Net operating income: $56.3M (Annual NOI for consolidated investments); $57.8M (Annual NOI including the Company’s share of unconsolidated joint venture properties) Current S&P Maalot Rating Bond B and D Rating ilA; with a negative outlook Bond C Rating ilAA- (first position) Strong track record in the Israel Capital Market - The first bonds in the Israeli Market were issued more than 9 years ago. The group has been a public (non-traded) REIT in the U.S since 2010. Company is actively working on reducing leverage through strategic asset sales and stabilization at 110 William. 4 Portfolio Strategic Shift Reinvesting in SFR and Class A Properties (i.e., 110 William) As of Sep. 30th, 2015 (the financial figures prior to the Bond A offering) As of Dec. 31, 2024 The Company’s strategy is to continue this shift in the coming years. 27.9% 20.7% 31.2% 17.5% 1.2% 1.5%

5 Bond Redemption Overview 9 years with Israeli capital markets Series A complete repayment: NIS 1.2B (~$335.5M)(1) - 500,000,000 1,000,000,000 1,500,000,000 2,000,000,000 2,500,000,000 Principal repaid Outstanding principal Redemptions vs. Outstanding (in NIS) Series D Series C Series B Series A Series B early repayment: NIS 313M (~$85.6M)(1) (1) Using the FX rate of 3.6365 NIS/USD as of market close December 31, 2024. Series C early repayment: NIS 218M (~$58.5M) (1) Co m pa ny ’s Di sp os iti on H ist or y 6 The Company’s strategies have been validated by its strong track record of realized value growth. The Company’s property sales have generated $533.5 million of return on investment relative to its cost basis, representing a 33% unlevered realized gain over the cost basis. Consistent with the prior years, the Company will continue in the future to sell properties when they have reached their potential. (1) Equals the sale price, net of seller concessions, without adjusting for joint venture partners’ share. Excludes selling costs and fees. (2) Equals the acquisition price (excluding acquisition costs and fees) plus capital expenditures and allocated cost for acquisitions of minority interests in joint ventures, without adjustment for joint venture partners’ share of joint ventures. Excludes depreciation recorded on the books. (3) Properties were sold prior to the Company’s initial bond offering on TASE in March 2016. (4) Reflects the sale of 11 properties to subsidiaries of Keppel-KBS US REIT, a then newly formed Singapore real estate investment trust (the “SREIT”) which was listed on the Singapore Stock Exchange. The SREIT has been renamed Keppel Pacific Oak US REIT. Acquisition Disposition Sale Cost Basis Sale Price vs. Property Date Date Sq. Ft. Price, net (1) at Sale (2) Cost Basis Roseville (3) Jun-11 Multiple 113,341 7,989,000$ 6,022,930$ 1,966,070$ Richardson Portfolio (3) Nov-11 Multiple 293,887 38,592,133 25,983,292 12,608,841 Powers Ferry Landing (6151 & 6201 Bldgs) (3) Sep-12 Oct-13 246,475 18,540,128 11,856,283 6,683,845 Village Overlook (3) Aug-10 Aug-14 34,830 1,485,000 2,536,236 (1,051,236) 1635 N. Cahuenga (3) Aug-11 Mar-15 34,666 16,389,000 8,857,643 7,531,357 Academy Point (3) Nov-10 Sep-15 92,099 3,500,000 4,599,826 (1,099,826) 50 Congress Street (3) Jul-13 May-17 179,872 78,784,521 55,181,314 23,603,206 SREIT (11 Properties) (4) Multiple Nov-17 3,103,313 795,385,695 670,876,898 124,508,797 Central Building Jul-13 Jul-18 193,968 67,351,484 39,873,064 27,478,420 Westpark Portfolio May-16 Nov-18 782,035 166,424,343 144,668,958 21,755,386 Bedford Jan-14 Jan-19 49,220 43,786,766 41,415,046 2,371,720 Burbank Dec-12 Jul-19 39,035 25,900,000 18,806,736 7,093,264 125 John Carpenter Sep-17 Nov-19 445,317 99,557,239 88,900,923 10,656,316 City Tower Mar-18 Jul-21 435,177 146,889,055 163,657,096 (16,768,041) Springmaid Beach Resort Dec-14 Sep-22 N/A 91,000,000 69,521,367 21,478,633 Madison Square School Building Oct-17 May-23 31,842 6,400,000 2,623,240 3,776,760 Pacific Oak Residential Trust (319 Homes) Multiple Multiple N/A 45,486,764 36,328,719 9,158,045 Park Highlands Multiple Multiple N/A 386,667,117 88,082,021 298,585,096 Lofts at Noho Commons Nov-16 Sep-24 N/A 92,500,000 119,346,285 (26,846,285) Total 6,075,077 2,132,628,245$ 1,599,137,879$ 533,490,366$ Value Creation History 7 Bond Coverage(1), as of December 31, 2024 (1) Owner’s net equity plus bonds net. Figures are as of December 31, 2024, and do not reflect subsequent events such as the Series B bond paydown in January 2025. (2) Using figures reflected in the Statement of Financial Position, Equity value in properties is calculated as the property value, less secured debt principal balance, adjusted for the Company’s share of joint venture properties. (3) Primarily consists of approximately $24 million in Park Highlands development obligations, approximately $11.2 million in reserves for Bond Series B, C and D interest and expenses, with the remaining representing other lender reserves. (4) Represents the Park Highlands land. Approximately 183 remaining developable acres is under a sale contract executed March 10, 2024 and according to which the expected closings are in December 2026 and December 2027 contingent upon satisfaction of certain conditions. (5) Reflects equity values of $23.2 million for 210 W. 31st Street (a redevelopment in New York, NY), $22.1 million for the Richardson developable land, and $10.5 million for the Q&C Hotel. (6) Total of other assets and liabilities in the Statement of Financial Position, which, combined with liquidity and equity values in properties presented, equals the bond coverage value. Bond Coverage December 2024 % Value ($000’s)(2) of Total Cash & Cash Equivalents 55,856 6.6% Restricted Cash(3) 42,376 5.0% Equity Securities 13,154 1.6% Subtotal – Liquidity $ 111,386 13.1% Equity Value in Land Under Sale Contract(4) 102,141 12.0% Equity Value in Residential (SFR & Apartments) 269,554 31.8% Equity Value in 110 William (our share) 155,430 18.3% Equity Value in Office (Excl. 110 William) 241,224 28.4% Equity Value in Other Properties (5) 55,751 6.6% Subtotal – Equity Value in Properties $ 824,101 97.1% Other Assets/(Liabilities), net (6) (87,135) (10.3%) Total – Fair value of assets less mortgages $ 848,351 100.0% (Owner’s Net Equity + Bonds Net) Liquidity Equity in Land Under Sale Contract Equity in Residential Properties Equity in 110 William Equity in Offices (Excl. 110 William) Equity in Other Properties Other Assets/(Liabilities) Series B Series C Series D ($100,000) $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000 $1,200,000 Bond Coverage Bond Principal Bond Coverage 8 Asset Sales & Financings, to Manage Liquidity With the forecasted property sales below, the Company remains strategic in managing liquidity. (1) Represents the Park Highlands land under a March 10, 2024 executed contract. Approximately 183 remaining developable acres are expected to close in December 2026 and December 2027 contingent upon satisfaction of certain conditions. (2) Proceeds are calculated using estimated fair values (or cost basis, where applicable) as of December 31, 2024, less debt principal and buyer deposits, and adjusted for the Company’s share of joint ventures. Note that potential sales of Financial assets at fair value through profit or loss was not included above. The Company has 388,237,587 ILS due for the Series B payoff in January 2026 (~$106,761,000 USD (2)); estimated equity proceeds as a result of the potential sales targets and ones under contract are well above the maturing debt in the next 12 months. The Company plans to generate liquidity through 2025 and 2026 from (i) selling properties and/or partial interests therein, (ii) extending the maturing debt, (iii) pursuing opportunities for new debt and (iv) expected NOI increases from 110 William stabilization and PORT’s optimization. 2025 2026 TOTAL, 2025-2026 2025: 2026: TOTAL, 2025 & 2026: Equity Proceeds Equity Proceeds Equity Proceeds (2) (After Series C) (After Series C) (i) Under Sale Contract Park Highlands Village 2 (Est. Closing Dec. 2026) (1) -$ 25,099,462$ 25,099,462$ Subtotal - Under Sale Contract - 25,099,462 25,099,462 (ii) Potential Sales Targets Office Properties 23,410,000 - 23,410,000 Residential Homes 55,000,000 - 55,000,000 Other Strategic Properties 54,508,000 - 54,508,000 Subtotal - Potential Sales Targets 132,918,000 - 132,918,000 TOTAL 132,918,000$ 25,099,462$ 158,017,462$

9 Cash Flow Forecast as of December 31, 2024 Notes: 1. Beginning cash balance - Represents cash and cash equivalents of $0.7 million as of December 31, 2024. The model excludes restricted cash of $42.4 million and cash and cash equivalents of $55.1 million held at the investee level and could be accessed by the Company. 2. Cash flows from operations - Represents the share of operating profit from investees, and the model forecasts changes to leasing activity, which includes occupancy and rental rates and offset by capital expenditures required (investing activity). 3. Represents cash expected to become free cash and transferred to the Company from the subsidiaries, following partial repayments of senior loans on properties as part of the exercise of extension options for such loans. 4. Cash flows from investing - FY25 primarily includes gross proceeds from the sales of office ($35.4 million), residential homes ($110.0 million) and other strategic properties ($126.4 million) of $271.8 million and offset repayment of mortgage loans related to the sales of office ($12.0 million), residential homes ($55.0 million) and other strategic properties ($61.7 million) of $128.7 million, capital expenditures of $21.3 million and mortgage interest of $23.5 million. FY26 primarily includes gross proceeds from the sale of Park Highlands of $50.2 million, $5.0 million distribution from the 110 William Joint Venture, offset by capital expenditures of $26.6 million and mortgage interest of $24.3 million. 5. Cash flows from financing - Primarily includes proceeds from new financings of $64.0 million, which will either come from U.S. financing or a new bond financing that includes unencumbered parcels from Park Highlands and 210 W. 31st St., Series B principal payments $20.6 million in January 2025* and $106.4 million in January 2026, Series C principal payment of $10.2 million and $25.1 million related to the 2025 and 2026 pledged land sales, respectively and interest payments on bonds and mortgage loans. * The January 2025 Series B principal payment of $20.6 million was complete as of the date of this presentation. This forecast is based on current assumptions and market conditions; however, there can be no assurance that it will be met. Actual results may vary. Currency: $ USD 000 (Solo) Ref FY25 FY26 Beginning cash balance 1 704 168,477 Cash flows from operations: Share in operating profit of investees, net 2 47,666 61,733 Cash expected to be transferred from investees, net 3 13,900 - G&A expenses to investees (2,645) (2,645) Total cash flows from operations 58,921 59,088 Cash flows from investing: Distributions from investees, net 103,018 (4,108) Total cash flows from investing 4 103,018 (4,108) Cash flows from financing: Proceeds from new financings 64,000 - Series B principal payments (20,653) * (106,466) Series C principal payments (10,218) (25,100) Interest payments on bonds payable (27,295) (22,331) Total cash flows from financing 5 5,834 (153,897) Net change in cash 167,773 (98,917) Ending cash balance 168,477 69,560 10 Residential Home Portfolio – Sensitivity Analysis PORT’s Net Operating Income is forecasted to experience cost reductions and increased occupancy in FY25, which directly impacts values. Net Operating Income – changes to cost and occupancy SFR remains a highly regarded asset class. Given the latest M&A trends in residential REIT's (e.g., Blackstone's $3.5B acquisition of Tricon Residential, proposed $7.1B acquisition of ESR Group by Starwood Capital Group in Dec24) we believe it is highly likely any sale would exceed the current cap rates. *The sensitivity analysis depicted on this slide is for illustrative purposes only. There can be no assurance that the Company will be able to achieve cost reductions and increase occupancy in its residential home portfolio or that the post-optimization values will be realized. As-is 95% 98% As-is 16,141 16,845 17,901 -2% 16,522 17,226 18,282 -5% 17,094 17,798 18,854 Occupancy Co st R ed uc tio n In December 2024, the company partnered with Second Avenue Group (“SAG”) for portfolio management. SAG previously enhanced NOI and operations in PORT’s 257 Jacksonville homes within months of acquisition. The partnership is expected to drive similar improvements in FY25. 11 Residential Home Portfolio Source: National Association of Realtors, February 2025 Existing Home Sale Statistics Median home price is approximately $400k compared to the PORT residential homes of $195k Average home is on the market for 42 days before being sold which shows that demand is strong. In the USA - Approx. 4.3 million Residential Homes were sold in twelve months leading up to February 2025 12 110 William Recapitalization Economics (1) Company’s share represents our common interest, we hold 77.% in preferred interest. The JV agreement is according to a waterfall. (2) Represents NOI per 110 William before factoring in SOR’s share of the joint venture. (3) Forecast represents post-stabilization which is expected in the third quarter of 2025. Forecasts and projections are inherently uncertain. There can be no assurance that these trends will continue or that these projected values will ultimately occur. Based on the latest trends of return-to-office mandates and increased demand of Class A properties in New York City we believe there is high probability of a 110 William office sale after stabilization is achieved in the third quarter of FY25. Period Fair value Debt LTV December 31, 2024 $464,900,000 277,558,000 59.7% December 31, 2025 (est.) (3) $550,000,000 315,656,000 57.4% Company share (1) 100% Projected NOI (2) $27 Million Expected Stabilization Q4 2025

13 110 William Recapitalization Economics Sensitivity Analysis of 110 William The adjacent table outlines our forecasted returns summary based on a waterfall of the deal structure. The below table presents a sensitivity analysis based on changes in cap rates. As companies call employees back to the office there is increasing demand from investors on high-value commercial properties. We expect this demand to continue to grow post-stabilization of 110 William. CONSTRUCTION IS ON SCHEDULE Tranche A is expected to be delivered in April 2025, and Tranche B and Tranche C are expected to be delivered in June 2025 and August 2025 (marking “substantial completion of the work”). Full occupancy in the second half of 2025 is aligned with the original schedule. As of December 31, 2024, the Company completed funding its $105 million capital commitment. The fair value of the property as of December 31, 2024 was $465 million (following a Q4 increase of $60 million) Stabilized value expected to be approximately $550 million. 14 110 William Update 640,000 SF LEASE SIGNED FOR 20-YEAR TERM WITH AA CREDIT-RATED TENANT (JUNE 2023), DEBT & EQUITY RESTRUCTURED (JULY 2023) The lease brings the building occupancy up to approximately 95%. Lease was the largest office lease signed in the market, year-to-date, as of lease signing on June 27, 2023. The tenant takes occupancy gradually (in phases of approximately 200,000 SF each) as improvements are completed. Finished 3rd floor 15 1180 Raymond St. LTV is 56.2% Typical leverage for occupied apartment buildings 65% – 75% for conventional bank loans Situated in Newark's Central Business District Net operating income was $4.9 million in FY24 Occupancy is 95.3% Fair Value is $70.7 million 268,000 SF CLASS A APARTMENT BUILDING Modern Amenities – Features luxury amenities like a fitness center, game room, concierge service, and high-end finishes. Prime Location – Situated in Newark’s Central Business District, near major employers and transit hubs. High-Quality Construction – Originally built as an office building in the 1930s, it was converted into upscale apartments, maintaining its architectural appeal while offering modern interiors. The U.S. multifamily real estate sector is demonstrating resilience and modest growth in 2025, supported by several key factors: Steady Demand from supply dynamics Rent projections are anticipated to reach record highs in the sector Growth in multifamily mortgage debt has outpaced the overall commercial real estate sector 16 210 West 31st St NEW YORK CITY COMMERCIAL DEVELOPMENT Through a joint venture, KBS Strategic Opportunity REIT II acquired an 80% equity interest in a ground lease that expires on January 31, 2114, located at 210 West 31st Street in the Manhattan borough of New York City. Currently, the asset is subject to a ground lease. 210 West 31st Street is a development site featuring high visibility directly across from Madison Square Garden and Penn Station. In conjunction with the joint venture partner, the REIT could demolish the existing structure on the site and redevelop the property into a modern, all-glass retail building with a basement and a rooftop deck. On January 6, 2020 former New York Governor Andrew Cuomo announced the expansion of Penn Station to Block 780. As such, the subject property is subject to the government power of eminent domain or public taking. LTV is 0%, no first mortgage, previous loan of $15.0 million was repaid in two years (2022) Situated near Madison Square Garden, Penn Station Fair Value is $29 million Liquidity option through sale or refinancing

17 Park Highlands Land Sales Under Contract (1) (1) Approximately 183 remaining developable acres is under a sale contract executed March 10, 2024 and according to which the expected closings are in December 2026 and December 2027 contingent upon the satisfaction of certain conditions. (2) Equals the sale price, net of seller concessions, including those related to infrastructure costs which can vary significantly by land parcel. Excludes selling costs and fees. The expected revenue mentioned above includes an amount of approximately $10 million deposit, which was paid to the company out of the third installment (December 2027) and does not include the extension fee amount that the company will be entitled to from the buyer starting from December 2025, totaling up to approximately $9.3 million. Disposition Sale Sale Price Parcels Date Acres Price (1) Per Acre (3) Sales Closed: Park Highlands Village 3 May-17 101.62 17,415,876 171,382 Park Highlands Village 3 South Feb-18 25.52 2,506,563 98,220 Park Highlands Village 4 Jul-18 82.97 19,268,850 232,239 Park Highlands West Oct-18 15.27 3,500,000 229,208 Park Highlands Village 1 PH 1 & 2 Jun-21 192.74 54,079,093 280,581 Park Highlands Casino Site Nov-22 66.86 52,086,511 779,038 Park Highlands Village 1 PH 3 First Closing Feb-23 71.43 36,655,303 513,164 Park Highlands Village 1 PH 3 Second Closing Oct-23 114.73 49,609,906 432,406 Park Highlands Village 1 PH 4 Oct-24 122.13 60,489,788 495,290 Park Highlands Village 2 PH 1 Dec-24 212.14 91,055,227 429,222 Total - Sales Closed as of Dec. 31, 2023 1,005.41 386,667,117 384,587 Sales Under Contract: Park Highlands Village 2 PH 2 (2) Dec-26 99.00 52,290,546 528,204 Park Highlands Village 2 PH 3 (2) Dec-27 84.33 51,654,227 612,502 Total - Sales Under Contract 183.33 103,944,773 566,982 Total - Sales Closed & Under Contract 1,188.74 490,611,890 412,716 Total – Sales Closed as of December 31, 2024 The sales will close out an incredibly profitable and timely investment by the Company, which had acquired the large acreage via joint venture deals in 2011 and 2013 at the depths of the housing bust and then subsequently bought out its joint venture partners. At the time of the partner buyouts in 2016, the Company’s acquisition basis was just $68.4 million or $55K per estimated developable acre(2). Following is a history of the Park Highlands land sales, which sale proceeds are expected to total $490.6 million upon the final closing: All of the Park Highlands land is under sales contract as of December 31, 2024. The sales are currently expected to close in December 2026 and December 2027 and to generate proceeds of $103.9 million before selling costs & fees.(1) 18 Bond C - Collateral Summary [1] As of December 31, 2024, (i) 145.0 acres of Park Highlands and (ii) 25.4 acres of Richardson serve as collateral for the Series C bonds of $39.0 million. This represents an unencumbered amount of 38.4 acres from Park Highlands. *LTV calculation does not include $10.0 million of buyer’s deposit related to the contracted sale of Park Highlands land. Per the Company’s Board of directors report as of December 31 2024, the LTV per the Series C deed of Trust calculation is 52.4% while taking into account the said deposit. Bond C is secured by a first deed mortgage (registration in the U.S.) on certain parts of (i) Park Highlands land and (ii) Richardson land. The mortgage includes a lien on the full rights in the assets and a lien on the property corporations. Total Collateral Value: $84,380,000. Refer to below for a list of assets pledged under the current Series C. In thousands # Name Location Acreage(1) Fair value(2) Debt LTV Usage 1 Park Highlands, Vil lage 2 (Pledged) Las Vegas, Nevada 145.0 62,300 28,831 46% Residential, plus Commercial Mixed-Use 2 Richardson Land I (Pledged) Richardson, Texas 14.0 14,010 6,483 46% 3 Richardson Land II (Pledged) Richardson, Texas 11.4 8,070 3,735 46% 170.4 $84,380 $39,049 46% Commercial Mixed-Use (Office/Retail/Hospitality/Mutli- Family) Total During the year ended December 31, 2024, we repaid $59.8 million of Series C bonds collateralized by Park Highlands undeveloped land in connection with two real estate dispositions. Bond C * (*) 19 Development of the area over the years Source: images from Google Earth KB Homes Phasing Plan Source: March 2025 Colliers Appraisal Update The Park Highlands land under contract was recently appraised at a value exceeding the contract price. If KB Homes reassesses closing in December 2026 and 2027 while investing in surrounding infrastructure through its completion guarantee, those investments would enhance the area's value, reinforcing the land’s value and making the increased valuation realizable.(*) *This is based on current assumptions and market conditions are subject to change; actual results may vary. 20 Richardson Lands, Palisades I & II (Bond C - Collateral) Company share in the property 100% Location of the land Richardson, Texas Property acquisition date November 2011 & September 2014 Area of the land (current) Palisades I-14.0 acres Palisades II-11.4 acres Land designation Planned Development for commercial mixed-use (Office/Retail/Hospitality/ Multi- Family). Value Total: $20.1M Palisades I – Pledged: $14.01M Palisades II – Pledged: $8.07M Debt As of December 31, 2024, specified lands in (i) Park Highlands and (ii) Richardson serve as collateral for the Series C bonds of $39.0 million. Refer to the ‘Collateral Summary’ in the previous tab for more detail. The collateral includes 25.04 acres. The collateral’s average value is $869K per acre. The Company originally acquired the site in two separate transactions in December 2011 and September 2014, and was successful in gaining approvals for a land development plan including zoning and density changes in 2014. The Company already sold some of the acreage, in two separate sales to a major homebuilder and a multi-family developer, back in 2015. The single-family land was sold for approximately $335,000/acre and the multi- family land was sold for approximately $922,000/acre.

21 Loan-to-Value Summary by Property (1) The information in this table does not include debt of approximately $112 million for the Sacramento 353 property (the company's share is 55%). Refer to the Debt Maturities footnote for more detail. (2) Note that the Series C bond, discussed in the subsequent tabs, includes pledged land from (i) Richardson Land I, (ii) Richardson Land II, and (iii) and Park Highlands encumbered land. There a remains a portion of unencumbered Park Highlands land. A hypothetical allocation of the bond balance has been allocated based on the property fair values. (3) As discussed in the Debt Maturities slide the Bank of America portfolio loan is cross-collateralized by (i) Oakland City Center, (ii) The Marq, (iii) Park Centre, and (iv) 1180 Raymond. The table above reflects a hypothetical allocation of the debt balance based on the fair value of the properties. As of December 31, 2024 Pacific Oak maintains a LTV of approximately 52.2%. The typical commercial real estate LTV reaches up to 70%. Property Fair value Debt LTV Unencumbered Residential Homes Portfolio 395,595 191,529 48.4% 204,066 110 William St (SOR's share), unconsolidated 385,867 230,437 59.7% 155,430 Eight & Nine Corporate Centre 70,711 20,000 28.3% 50,711 Park Highlands Land (Non-Pledged) 39,841 - 0.0% 39,841 Oakland City Center(3) 88,709 49,822 56.2% 38,887 The Marq(3) 88,187 49,528 56.2% 38,659 Park Highlands Land (Pledged)(2) 62,300 28,831 46.3% 33,469 1180 Raymond(3) 70,744 39,732 56.2% 31,012 210 West 31st Street 29,000 - 0.0% 29,000 Georgia 400 Center 66,277 39,662 59.8% 26,615 Crown Pointe 80,142 54,738 68.3% 25,404 Richardson Office 35,428 12,018 33.9% 23,410 Madison Square 36,636 20,722 56.6% 15,914 Park Centre(3) 31,612 17,754 56.2% 13,858 Q&C Hotel 33,600 21,966 65.4% 11,634 Lincoln Court 40,683 31,325 77.0% 9,358 Richardson Land II(2) 14,010 6,483 46.3% 7,527 Richardson Land I(2) 8,070 3,735 46.3% 4,335 Total including Unconsolidated 1,577,412 818,282 51.9% 759,130 Consolidated, excluding 110 William 1,191,545 587,845 49.3% 603,700 As of December 31, 2024(1) 22 Gross Profit by Property & Sector (1) Gross profit is measured for properties only and excludes the (i) dividend income from equity securities and (ii) 353 Sacramento JV. 353 Sacramento NOI is $2.1 million for the trailing four quarters. (2) Reflects the Company’s interest in the joint ventures that own 110 William Street. Rental income and expenses for this property are included in equity in income (loss) of unconsolidated joint venture in the Company’s consolidated statements of operations. Gross Profit ($000's) (1) Property Name City, State Property Type Q4 2024 Q3 2024 Q2 2024 Q1 2024 Trailing 4 quarters Richardson Office Portfolio Richardson, TX Office 373$ 411$ 462$ 149$ 1,395$ Park Centre Austin, TX Office 309 455 376 440 1,579 Crown Pointe Dunwoody, GA Office 1,095 706 1,032 1,143 3,976 Marquette Plaza Minneapolis, MN Office 1,840 1,522 2,047 2,101 7,510 8 & 9 Corporate Centre Nashville, TN Office 1,608 1,555 1,519 1,412 6,093 Georgia 400 Center Alpharetta, GA Office 1,029 942 844 996 3,811 Lincoln Court Campbell, CA Office 658 595 504 537 2,294 Oakland City Center Oakland, CA Office 1,533 725 720 1,039 4,018 Madison Square (JV) Phoenix, AZ Office 813 335 175 266 1,589 Subtotal - Consolidated Office 9,257 7,248 7,678 8,081 32,263 1180 Raymond Newark, NJ Apartment 1,304 1,112 1,257 1,270 4,942 Subtotal - Apartment 1,304 1,112 1,257 1,270 4,942 Pacific Oak Residential Trust (PORT) Various Single-Family Rentals 4,062 4,031 3,474 4,174 15,742 Subtotal - SFR 4,062 4,031 3,474 4,174 15,742 Q&C Hotel (JV) New Orleans, LA Hotel 1,615 (96) 397 911 2,828 Subtotal - Hotel 1,615 (96) 397 911 2,828 Adjustments for Other Properties, Incl. Sold Properties (2,939) 1,147 1,311 1,046 565 Subtotal - Consolidated Properties 13,298 13,442 14,117 15,483 56,340 110 William St. (2) New York, NY Office (280) (109) 317 (4) (77) Subtotal - Unconsolidated Office (280) (109) 317 (4) (77) Subtotal - All Properties 13,017 13,333 14,433 15,479 56,263 Less: Minority Interest (192) (168) (106) (146) (613) Grand Total 12,825$ 13,165$ 14,327$ 15,332$ 55,650$ 23 Portfolio Occupancy (1) Leased occupancy reflects actual leases signed, including leases that may not have commenced, as of the periods shown above. Rentable Dec. 31, 2024 Sep. 30, 2024 June 30, 2024 March 31, 2024 Dec. 31, 2023 Property Square Ft. Leased Leased Leased Leased Leased Property Name City, State Type Dec. 31, 2024 Occupancy % (1) Occupancy % (1) Occupancy % (1) Occupancy % (1) Occupancy % (1) Richardson Office Portfolio Richardson, TX Office 429,839 62.2% 55.7% 55.9% 55.9% 55.9% Park Centre Austin, TX Office 205,096 53.9% 54.8% 54.8% 54.8% 54.8% Crown Pointe Dunwoody, GA Office 509,792 62.9% 62.6% 62.6% 62.6% 62.6% Marquette Plaza Minneapolis, MN Office 522,656 83.5% 83.5% 83.5% 83.5% 83.5% 8 & 9 Corporate Centre Nashville, TN Office 315,299 83.5% 90.8% 90.8% 90.8% 90.8% Georgia 400 Center Alpharetta, GA Office 429,771 67.7% 66.6% 66.6% 66.6% 66.6% Lincoln Court Campbell, CA Office 123,849 65.0% 71.7% 71.7% 71.7% 71.7% Oakland City Center Oakland, CA Office 368,059 56.3% 60.9% 60.8% 60.8% 60.9% Madison Square (JV) Phoenix, AZ Office 281,916 63.1% 63.1% 63.1% 63.1% 63.1% Subtotal - Consolidated Office 3,186,277 66.2% 65.9% 68.1% 68.1% 68.2% 1180 Raymond Newark, NJ Apartment 268,462 95.3% 95.3% 93.4% 97.5% 96.8% Subtotal Subtotal - Apartment 268,462 95.3% 95.3% 93.4% 97.5% 96.8% Pacific Oak Residential Trust (PORT) Various Single-Family Rentals 3,025,740 93.5% 94.1% 94.7% 94.0% 93.0% Subtotal - SFR 3,025,740 93.5% 94.1% 94.7% 94.0% 93.0% Grand Total 6,480,479 80.1% 80.3% 81.6% 81.4% 80.9% 110 William St. (Unconsolidated JV) New York, NY Unconsolidated Office 928,157 100.0% 100.0% 100.0% 100.0% 100.0% 24 Debt Maturities, Fully Extended (1) Using principal balances as of December 2024, and assuming all contractual extension options are exercised. The extension options are subject to terms and conditions outlined in the loan documents. There can be no guarantee as to the outcomes shared, including extending debt to the fully extended maturity date or other refinancings strategies. (2) The fully extended maturity is in the next twelve months, and no further extension option exists. The Company expects to modify the debt terms, refinance, or sell the property prior to the maturity date. (3) Richardson and Queen & Crescent Hotel loans are cross-collateralized. (4) Bank of America portfolio loan is cross-collateralized by Oakland City Center, The Marq, and Park Centre (offices) as well as 1180 Raymond (apartment). The table above reflects a hypothetical allocation of the debt balance and repayment schedule to (i) offices and (ii) residential, based on each property’s relative fair value as of December 2024 and for purposes of presenting the information by property type. (5) The 110 William amount represents a hypothetical allocation of the debt balance based on SOR’s share of the joint venture. As part of the debt restructuring, which closed in July 2023, the Company provided certain commitments to the lenders, including a repayment guaranty and a capital commitment of $105.0 million. As of December 31, 2024, the capital commitment was paid in full. (6) Madison Square loan matures in April 2025. The company intends to modify the debt terms or refinance and is in active discussions with the lender. (7) The information in this table does not include (i) SOR’s share of Pacific Oak Opportunity Zone and (ii) debt of approximately $112 million for the Sacramento 353 property (the company's share is 55%), the value of the company's investment in which was previously written off in the company's financial reports. The maturity date of the loan expired in December 2024 and the associated company holding the property is working in cooperation with the existing lender to promote the sale of the property and/or the sale of the loan to another lender (note sale). The company will act in the best economic interest of the company considering the offered amounts and general financing terms. (8) On January 31, 2025, we made the remaining second principal installment payment of 75.3 million Israeli new shekels ($21.0 million as of January 31, 2025) in connection with the Series B bonds. Fully Extended Maturities (1) Current Maturity Fully Extended Maturity 2025 2026 2027 2028 2029 Thereafter Total Consolidated Office Debt: Madison Square (JV) (6) Apr-25 Oct-29 - - - - 20,722 - 20,722 Georgia 400 Center (2) Mar-25 Mar-25 39,662 - - - - - 39,662 Richardson (JV) (2), (3) Apr-25 Apr-25 12,018 - - - - - 12,018 Crown Pointe Apr-25 Apr-27 - - 54,738 - - - 54,738 Lincoln Court Aug-25 Aug-28 - - - 31,325 - - 31,325 8 & 9 Corporate Centre Feb-26 Feb-29 - - - - 20,000 - 20,000 BofA Portfolio Loan (4) Sep-26 Sep-28 6,293 6,293 6,293 98,614 - - 117,493 Subtotal 57,973 6,293 61,031 129,939 40,722 - 295,958 Unconsolidated JV Debt (at SOR Share): 110 William (JV) (5) Jul-26 Jul-28 - - - 230,437 - - 230,437 Subtotal (7) - - - 230,437 - - 230,437 Consolidated Residential Debt: Pacific Oak Residential Trust Oct-25 to Apr-26 Oct-25 to Apr-26 34,967 156,562 - - - - 191,529 BofA Portfolio Loan (4) Sep-26 Sep-28 2,107 2,107 2,107 33,022 - - 39,343 Subtotal 37,074 158,669 2,107 33,022 - - 230,872 Other Debt: Q&C Hotel (JV) (2), (3) Apr-25 Apr-25 21,966 - - - - - 21,966 Israeli Series B Bonds (8) Jan-25 Jan-26 20,665 106,821 - - - - 127,486 Israeli Series C Bonds Jun-26 Jun-26 - 39,049 - - - - 39,049 Israeli Series D Bonds Feb-27 Feb-29 - - 53,812 53,812 53,812 - 161,436 Subtotal 42,631 145,870 53,812 53,812 53,812 - 349,937 Total - All Debt 137,678 310,832 116,950 447,210 94,534 - 1,107,204

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