Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
 
FORM 10-Q
______________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 000-54382
______________________________________________________
 
KBS STRATEGIC OPPORTUNITY REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
Maryland
 
26-3842535
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
800 Newport Center Drive, Suite 700
Newport Beach, California
 
92660
(Address of Principal Executive Offices)
 
(Zip Code)
(949) 417-6500
(Registrant’s Telephone Number, Including Area Code)
______________________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
 
¨
 
Accelerated Filer
 
¨
Non-Accelerated Filer
 
x   (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
 
 
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.     ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨   No   x
As of August 7, 2017 , there were 56,630,735 outstanding shares of common stock of KBS Strategic Opportunity REIT, Inc.

Table of Contents

KBS STRATEGIC OPPORTUNITY REIT, INC.
FORM 10-Q
June 30, 2017
INDEX  
PART I.
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Item 3.
 
Item 4.
PART II.
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.

1
Table of Contents
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements


KBS STRATEGIC OPPORTUNITY REIT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
 
June 30, 2017
 
December 31, 2016
 
 
(unaudited)
 
 
Assets
 
 
 
 
Real estate held for investment, net
 
$
1,135,443

 
$
1,060,098

Real estate held for sale, net
 
—

 
46,933

Real estate equity securities
 
39,844

 
—

Real estate debt securities, net
 
17,534

 
4,683

Total real estate and real estate-related investments, net
 
1,192,821

 
1,111,714

Cash and cash equivalents
 
100,511

 
40,432

Restricted cash
 
21,497

 
24,018

Investments in unconsolidated joint ventures
 
14,916

 
75,849

Rents and other receivables, net
 
30,611

 
27,521

Above-market leases, net
 
457

 
618

Assets related to real estate held for sale, net
 
—

 
1,488

Prepaid expenses and other assets
 
41,689

 
28,476

Total assets
 
$
1,402,502

 
$
1,310,116

Liabilities and equity
 
 
 
 
Notes and bonds payable, net
 
 
 
 
Notes and bonds payable related to real estate held for investment, net
 
$
1,033,230

 
$
919,174

Notes payable related to real estate held for sale, net
 
—

 
31,450

Total notes and bonds payable, net
 
1,033,230

 
950,624

Accounts payable and accrued liabilities
 
29,059

 
26,624

Due to affiliate
 
26

 
55

Below-market leases, net
 
4,914

 
6,029

Liabilities related to real estate held for sale, net
 
—

 
522

Other liabilities
 
23,754

 
18,095

Redeemable common stock payable
 
11,067

 
12,617

Total liabilities
 
1,102,050

 
1,014,566

Commitments and contingencies (Note 13 )
 

 

Redeemable common stock
 
—

 
—

Equity
 
 
 
 
KBS Strategic Opportunity REIT, Inc. stockholders' equity
 
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding
 
—

 
—

Common stock, $.01 par value; 1,000,000,000 shares authorized, 56,639,546  and 56,775,767  shares issued and outstanding as of June 30, 2017  and December 31, 2016 , respectively
 
566

 
568

Additional paid-in capital
 
455,221

 
455,373

Cumulative distributions and net losses
 
(158,080
)
 
(162,289
)
Accumulated other comprehensive income
 
849

 
—

Total KBS Strategic Opportunity REIT, Inc. stockholders’ equity
 
298,556

 
293,652

Noncontrolling interests
 
1,896

 
1,898

Total equity
 
300,452

 
295,550

Total liabilities and equity
 
$
1,402,502

 
$
1,310,116

See accompanying condensed notes to consolidated financial statements.

2
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)

KBS STRATEGIC OPPORTUNITY REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share amounts)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
 
Rental income
 
$
31,704

 
$
24,585

 
$
62,350

 
$
47,417

Tenant reimbursements
 
6,456

 
4,828

 
12,094

 
9,582

Other operating income
 
987

 
798

 
2,540

 
1,578

Interest income from real estate debt securities
 
601

 
—

 
760

 
—

Dividend income from real estate equity securities
 
489

 
—

 
489

 
—

Interest income from real estate loan receivable
 
—

 
3,655

 
—

 
3,655

Total revenues
 
40,237

 
33,866

 
78,233

 
62,232

Expenses:
 
 
 
 
 
 
 
 
Operating, maintenance, and management
 
11,299

 
9,303

 
22,207

 
18,823

Real estate taxes and insurance
 
5,415

 
4,029

 
10,152

 
7,903

Asset management fees to affiliate
 
2,856

 
2,205

 
5,603

 
4,293

Real estate acquisition fees to affiliate
 
—

 
1,274

 
—

 
1,274

Real estate acquisition fees and expenses
 
—

 
268

 
—

 
268

General and administrative expenses
 
1,378

 
1,699

 
3,123

 
2,835

Foreign currency transaction loss (gain), net
 
2,426

 
(2,340
)
 
7,097

 
(2,037
)
Depreciation and amortization
 
15,307

 
12,091

 
29,908

 
23,099

Interest expense
 
10,324

 
7,185

 
19,709

 
12,362

Total expenses
 
49,005

 
35,714

 
97,799

 
68,820

Other income (loss):
 
 
 
 
 
 
 
 
Income from unconsolidated joint venture
 
—

 
—

 
1,869

 
—

Other interest income
 
171

 
11

 
196

 
15

Equity in loss of unconsolidated joint venture
 
(1,622
)
 
(152
)
 
(1,776
)
 
(348
)
Gain on sale of real estate
 
34,028

 
—

 
34,028

 
—

Total other income (loss), net
 
32,577

 
(141
)
 
34,317

 
(333
)
Net income (loss)
 
23,809

 
(1,989
)
 
14,751

 
(6,921
)
Net loss attributable to noncontrolling interests
 
37

 
30

 
3

 
68

Net income (loss) attributable to common stockholders
 
$
23,846

 
$
(1,959
)
 
$
14,754

 
$
(6,853
)
Net income (loss) per common share, basic and diluted
 
$
0.42

 
$
(0.03
)
 
$
0.26

 
$
(0.12
)
Weighted-average number of common shares outstanding, basic and diluted
 
56,714,180

 
58,688,129

 
56,748,125

 
58,693,629

See accompanying condensed notes to consolidated financial statements.

3
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)

KBS STRATEGIC OPPORTUNITY REIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
(in thousands)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Net  income (loss)
 
$
23,809

 
$
(1,989
)
 
$
14,751

 
$
(6,921
)
Other comprehensive income :
 
 
 
 
 
 
 
 
Unrealized gain on real estate securities
 
849

 
—

 
849

 
—

Total other comprehensive income
 
849

 
—

 
849

 
—

Total comprehensive  income (loss)
 
24,658

 
(1,989
)
 
15,600

 
(6,921
)
Total comprehensive loss  attributable to noncontrolling interests
 
37

 
30

 
3

 
68

Total comprehensive income (loss)  attributable to common stockholders
 
$
24,695

 
$
(1,959
)
 
$
15,603

 
$
(6,853
)
See accompanying condensed notes to consolidated financial statements.

4
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)

KBS STRATEGIC OPPORTUNITY REIT, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Year Ended December 31, 2016 and the Six Months Ended June 30, 2017
(unaudited)
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Additional
Paid-in Capital
 
Cumulative Distributions and Net Losses
 
Accumulated Other Comprehensive Income
 
Total Stockholders' Equity
 
Noncontrolling Interests
 
Total Equity
 
Shares
 
Amounts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2015
58,696,115

 
$
587

 
$
504,303

 
$
(111,527
)
 
$
—

 
$
393,363

 
$
15,427

 
$
408,790

Net loss
—

 
—

 
—

 
(28,918
)
 
—

 
(28,918
)
 
(208
)
 
(29,126
)
Issuance of common stock
938,662

 
9

 
12,607

 
—

 
—

 
12,616

 
—

 
12,616

Transfers from redeemable common stock
—

 
—

 
957

 
—

 
—

 
957

 
—

 
957

Redemptions of common stock
(2,859,010
)
 
(28
)
 
(38,545
)
 
—

 
—

 
(38,573
)
 
—

 
(38,573
)
Distributions declared
—

 
—

 
—

 
(21,844
)
 
—

 
(21,844
)
 
—

 
(21,844
)
Acquisitions of noncontrolling interests
—

 
—

 
(23,942
)
 
—

 
—

 
(23,942
)
 
(14,044
)
 
(37,986
)
Other offering costs
—

 
—

 
(7
)
 
—

 
—

 
(7
)
 
—

 
(7
)
Noncontrolling interests contributions
—

 
—

 
—

 
—

 
—

 
—

 
803

 
803

Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
(80
)
 
(80
)
Balance, December 31, 2016
56,775,767

 
$
568

 
$
455,373

 
$
(162,289
)
 
$
—

 
$
293,652

 
$
1,898

 
$
295,550

Net income (loss)
—

 
—

 
—

 
14,754

 
—

 
14,754

 
(3
)
 
14,751

Other comprehensive income
—

 
—

 
—

 
—

 
849

 
849

 
—

 
849

Issuance of common stock
392,779

 
4

 
5,813

 
—

 
—

 
5,817

 
—

 
5,817

Transfers from redeemable common stock
—

 
—

 
1,540

 
—

 
—

 
1,540

 
—

 
1,540

Redemptions of common stock
(529,000
)
 
(6
)
 
(7,505
)
 
—

 
—

 
(7,511
)
 
—

 
(7,511
)
Distributions declared
—

 
—

 
—

 
(10,545
)
 
—

 
(10,545
)
 
—

 
(10,545
)
Noncontrolling interests contributions
—

 
—

 
—

 
—

 
—

 
—

 
11

 
11

Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
(10
)
 
(10
)
Balance, June 30, 2017
56,639,546

 
$
566

 
$
455,221

 
$
(158,080
)
 
$
849

 
$
298,556

 
$
1,896

 
$
300,452

See accompanying condensed notes to consolidated financial statements.

5
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)

KBS STRATEGIC OPPORTUNITY REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 
 
Six Months Ended June 30,
 
 
2017
 
2016
Cash Flows from Operating Activities:
 
 
 
 
Net income (loss)
 
$
14,751

 
$
(6,921
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
Loss due to property damages
 
430

 
2,017

Equity in loss of unconsolidated joint venture
 
1,776

 
348

Depreciation and amortization
 
29,908

 
23,099

Gain on real estate, net
 
(34,028
)
 
—

Unrealized loss on interest rate caps
 
88

 
—

Deferred rent
 
(1,370
)
 
(975
)
Bad debt expense (recovery)
 
(58
)
 
307

Amortization of above- and below-market leases, net
 
(2,037
)
 
(449
)
Amortization of deferred financing costs
 
2,592

 
1,772

Interest accretion on real estate debt securities
 
(348
)
 
—

Net amortization of discount and (premium) on bond and notes payable
 
23

 
17

Foreign currency transaction loss (gain), net
 
7,097

 
(2,037
)
Changes in assets and liabilities:
 
 
 
 
Rents and other receivables
 
(1,524
)
 
(1,567
)
Prepaid expenses and other assets
 
(3,618
)
 
(4,883
)
Accounts payable and accrued liabilities
 
(1,090
)
 
1,725

Due to affiliates
 
(29
)
 
—

Other liabilities
 
294

 
1,010

Net cash provided by operating activities
 
12,857

 
13,463

Cash Flows from Investing Activities:
 
 
 
 
Acquisitions of real estate
 
(82,235
)
 
(125,810
)
Improvements to real estate
 
(18,784
)
 
(14,008
)
Proceeds from sales of real estate, net
 
94,914

 
—

Escrow deposits for future real estate purchases
 
—

 
(16,000
)
Principal proceeds from assignment of real estate loan receivable
 
—

 
27,850

Insurance proceeds received for property damages
 
744

 
1,739

Purchase of interest rate cap
 
(107
)
 
—

Investment in unconsolidated joint venture
 
—

 
(1,800
)
Distributions of capital from unconsolidated joint ventures
 
59,157

 
—

Investment in real estate securities
 
(38,995
)
 
—

Investment in real estate debt securities
 
(12,514
)
 
—

Proceeds for future development obligations
 
1,368

 
—

Funding of development obligations
 
(753
)
 
(1,867
)
Net cash provided by (used in) investing activities
 
2,795

 
(129,896
)
Cash Flows from Financing Activities:
 
 
 
 
Proceeds from notes and bonds payable
 
124,556

 
338,637

Principal payments on notes and bonds payable
 
(69,019
)
 
(58,196
)
Payments of deferred financing costs
 
(1,793
)
 
(9,154
)
Payments to redeem common stock
 
(7,511
)
 
(6,999
)
Payments of prepaid other offering costs
 
(196
)
 
—

Distributions paid
 
(4,728
)
 
(4,580
)
Noncontrolling interests contributions
 
11

 
766

Distributions to noncontrolling interests
 
(10
)
 
(17
)
Acquisitions of noncontrolling interests
 
—

 
(37,986
)
Net cash provided by financing activities
 
41,310

 
222,471

Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
596

 
4,170

Net increase in cash, cash equivalents and restricted cash
 
57,558

 
110,208

Cash, cash equivalents and restricted cash, beginning of period
 
64,450

 
28,865

Cash, cash equivalents and restricted cash, end of period
 
$
122,008

 
$
139,073

Supplemental Disclosure of Cash Flow Information:
 
 
 
 
Interest paid, net of capitalized interest of $1,142 and $952  for the six  months ended June 30, 2017  and 2016 , respectively
 
$
16,257

 
$
7,080

Supplemental Disclosure of Noncash Investing and Financing Activities:
 
 
 
 
Application of escrow deposits to acquisition of real estate
 
$
2,000

 
$
—

Increase in accrued improvements to real estate
 
$
3,551

 
$
588

Increase in redeemable common stock payable
 
$
—

 
$
7,647

Distributions paid to common stockholders through common stock issuances pursuant to the dividend reinvestment plan
 
$
5,817

 
$
6,361

See accompanying condensed notes to consolidated financial statements.

6
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)



1.
ORGANIZATION
KBS Strategic Opportunity REIT, Inc. (the “Company”) was formed on October 8, 2008 as a Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2010. The Company conducts its business primarily through KBS Strategic Opportunity (BVI) Holdings, Ltd. (“KBS Strategic Opportunity BVI”), a private company limited by shares according to the British Virgin Islands Business Companies Act, 2004, which was incorporated on December 18, 2015 and is authorized to issue a maximum of 50,000 common shares with no par value. Upon incorporation, KBS Strategic Opportunity BVI issued one certificate containing 10,000 common shares with no par value to KBS Strategic Opportunity Limited Partnership (the “Operating Partnership”), a Delaware limited partnership formed on December 10, 2008. The Company is the sole general partner of, and owns a 0.1% partnership interest in the Operating Partnership. KBS Strategic Opportunity Holdings LLC (“REIT Holdings”), a Delaware limited liability company formed on December 9, 2008, owns the remaining 99.9%  interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings.
Subject to certain restrictions and limitations, the business of the Company is externally managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, pursuant to an advisory agreement the Company renewed with the Advisor on October 8, 2016 (the “Advisory Agreement”). The Advisor conducts the Company’s operations and manages its portfolio of real estate, real estate-related debt securities and other real estate-related investments. The Advisor owns 20,000  shares of the Company’s common stock.
On January 8, 2009, the Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) to offer a minimum of 250,000 shares and a maximum of 140,000,000 shares of common stock for sale to the public (the “Offering”), of which 100,000,000  shares were registered in a primary offering and 40,000,000  shares were registered to be sold under the Company’s dividend reinvestment plan. The SEC declared the Company’s registration statement effective on November 20, 2009. The Company ceased offering shares of common stock in its primary offering on November 14, 2012 and continues to offer shares under its dividend reinvestment plan.
The Company sold 56,584,976 shares of common stock in its primary offering for gross offering proceeds of $561.7 million . As of June 30, 2017 , the Company had sold 6,427,949  shares of common stock under its dividend reinvestment plan for gross offering proceeds of $71.2 million . Also, as of June 30, 2017 , the Company had redeemed 6,669,622 shares for $84.5 million . Additionally, on December 29, 2011 and October 23, 2012, the Company issued 220,994 shares and 55,249 shares of common stock, respectively, for $2.0 million and $0.5 million , respectively, in private transactions exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933.
On March 2, 2016, KBS Strategic Opportunity BVI filed a final prospectus with the Israel Securities Authority for a proposed offering of up to 1,000,000,000 Israeli new Shekels of Series A debentures (the “Debentures”) at an annual interest rate not to exceed 4.25% . On March 1, 2016, KBS Strategic Opportunity BVI commenced the institutional tender of the Debentures and accepted application for 842.5 million Israeli new Shekels. On March 7, 2016, KBS Strategic Opportunity BVI commenced the public tender of the Debentures and accepted 127.7 million Israeli new Shekels.  In the aggregate, KBS Strategic Opportunity BVI accepted 970.2 million Israeli new Shekels (approximately $249.2 million as of March 8, 2016) in both the institutional and public tenders at an annual interest rate of 4.25% .  KBS Strategic Opportunity BVI issued the Debentures on March 8, 2016. The terms of the Debentures require principal installment payments equal to 20% of the face value of the Debentures on March 1st of each year from 2019 to 2023.
In connection with the above-referenced offering, on March 8, 2016, the Operating Partnership assigned to KBS Strategic Opportunity BVI all of its interests in the subsidiaries through which the Company indirectly owns all of its real estate and real estate-related investments.  The Operating Partnership owns all of the issued and outstanding equity of KBS Strategic Opportunity BVI.  As a result of these transactions, the Company now holds all of its real estate and real estate-related investments indirectly through KBS Strategic Opportunity BVI.

7
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

As of June 30, 2017 , the Company consolidated 20 real estate investments comprised of 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25  acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres, and owned two investments in unconsolidated joint ventures, an investment in real estate debt securities and an investment in real estate equity securities.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2016 , except for the adoption of ASU No. 2017-01 on January 1, 2017 and the addition of an accounting policy with respect to real estate equity securities. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the SEC.
Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 .
The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, KBS Strategic Opportunity BVI and their direct and indirect wholly owned subsidiaries, and joint ventures in which the Company has a controlling interest. All significant intercompany balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.
Real Estate Equity Securities
The Company determines the appropriate classification for real estate equity securities at acquisition (on the trade date) and reevaluates such designation as of each balance sheet date. As of June 30, 2017 , the Company classified its investment in real estate equity securities as available-for-sale as the Company intends to hold the securities for the purpose of collecting dividend income and for longer term price appreciation. These investments are carried at their estimated fair value based on quoted market prices for the security. Transaction costs that are directly attributable to the acquisition of real estate equity securities are capitalized to its cost basis. Unrealized gains and losses are reported in accumulated other comprehensive income (loss). Upon the sale of a security, the previously recognized unrealized gain (loss) would be reversed out of accumulated other comprehensive income (loss) and the actual realized gain (loss) recognized in earnings. Dividend income is recognized on an accrual basis based on eligible shares as of the ex-dividend date.

8
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Any non-temporary decline in the market value of an available-for-sale real estate equity security below cost results in a reduction in the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the real estate security is established. When a real estate equity security is impaired, the Company considers whether it has the ability and intent to hold the investment for a time sufficient to allow for any anticipated recovery in market value and considers whether evidence indicating the cost of the investment being recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to period end and forecasted performance of the investee.
Reclassifications
Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of the prior period. During the year ended December 31, 2016, the Company elected to early adopt ASU No. 2016-18 (as defined below).  As a result, the Company no longer presents transfers between cash and restricted cash in the consolidated statements of cash flows.  Instead, restricted cash is included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the consolidated statements of cash flows. During the six months ended June 30, 2017 , the Company disposed of one office property. As a result, certain assets and liabilities were reclassified to held for sale on the consolidated balance sheets for all periods presented.
Segments
The Company has invested in non-performing loans, opportunistic real estate and other real estate-related assets. In general, the Company intends to hold its investments in non-performing loans, opportunistic real estate and other real estate-related assets for capital appreciation. Traditional performance metrics of non-performing loans, opportunistic real estate and other real estate-related assets may not be meaningful as these investments are generally non-stabilized and do not provide a consistent stream of interest income or rental revenue. These investments exhibit similar long-term financial performance and have similar economic characteristics. These investments typically involve a higher degree of risk and do not provide a constant stream of ongoing cash flows. As a result, the Company’s management views non-performing loans, opportunistic real estate and other real estate-related assets as similar investments. Substantially all of its revenue and net income (loss) is from non-performing loans, opportunistic real estate and other real estate-related assets, and therefore, the Company currently aggregates its operating segments into one reportable business segment.
Per Share Data
Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) per share of common stock equals basic net income (loss) per share of common stock as there were no potentially dilutive securities outstanding during the three and six months ended June 30, 2017 and 2016 .
Distributions declared per share were $0.09349315 and $0.18595890 during the three and six months ended June 30, 2017 , respectively, and $0.09323770 and $0.18647540 during the three and six months ended June 30, 2016 , respectively.
Square Footage, Occupancy and Other Measures
Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

9
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Recently Issued Accounting Standards Updates
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU No. 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU No. 2014-09 does not apply to lease contracts within the scope of Leases (Topic 840). ASU No. 2014-09 was to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU No. 2015-14”), which defers the effective date of ASU No. 2014-09 by one year. Early adoption is permitted but not before the original effective date. The primary source of revenue for the Company is generated through leasing arrangements, which are excluded from this standard. The Company’s revenues that may be impacted by this standard primarily include other operating income, sales of real estate, including land parcels and operating properties, and other ancillary income earned at its properties. In 2016, other operating income and other ancillary income were approximately 5% of consolidated revenue. The Company is in the process of evaluating how this standard will impact sales of real estate. The Company continues to evaluate the impact that the standard will have on its consolidated financial statements. The Company expects to adopt the standard using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of the adoption.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU No. 2016-01”).  The amendments in ASU No. 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments.  ASU No. 2016-01 primarily affects accounting for equity investments and financial liabilities where the fair value option has been elected.  ASU No. 2016-01 supersedes the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and requires equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures, and limited liability companies) to be measured at fair value with changes in the fair value recognized through net income. ASU No. 2016-01 also requires entities to present financial assets and financial liabilities separately, grouped by measurement category and form of financial asset in the balance sheet or in the accompanying notes to the financial statements.  ASU No. 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years.  Early application of certain provisions of the standard is permitted for financial statements that have not been previously issued. Upon adoption, the Company will be required to record net unrealized gain or loss on real estate equity securities in earnings and record a cumulative effect adjustment to the balance sheet.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). The amendments in ASU No. 2016-02 change the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU No. 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting the new leases standard on its consolidated financial statements.

10
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU No. 2016-13”).  ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income.  The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.  The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.  ASU No. 2016-13 also amends the impairment model for available-for-sale securities.  An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required.   ASU No. 2016-13 also requires new disclosures.  For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes.  For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset’s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due.  ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU No. 2016-15”).  ASU No. 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows.  The amendments in ASU No. 2016-15 provide guidance on eight specific cash flow issues, including the following that are or may be relevant to the Company: (a) Cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities; (b) Cash payments relating to contingent consideration made soon after an acquisition’s consummation date (i.e., approximately three months or less) should be classified as cash outflows for investing activities. Payments made thereafter should be classified as cash outflows for financing activities up to the amount of the original contingent consideration liability. Payments made in excess of the amount of the original contingent consideration liability should be classified as cash outflows for operating activities; (c) Cash payments received from the settlement of insurance claims should be classified on the basis of the nature of the loss (or each component loss, if an entity receives a lump-sum settlement); (d) Relating to distributions received from equity method investments, ASU No. 2016-15 provides an accounting policy election for classifying distributions received from equity method investments. Such amounts can be classified using a (1) cumulative earnings approach, or (2) nature of distribution approach. Under the cumulative earnings approach, an investor would compare the distributions received to its cumulative equity method earnings since inception.  Any distributions received up to the amount of cumulative equity earnings would be considered a return on investment and classified in operating activities. Any excess distributions would be considered a return of investment and classified in investing activities. Alternatively, an investor can choose to classify the distributions based on the nature of activities of the investee that generated the distribution. If the necessary information is subsequently not available for an investee to determine the nature of the activities, the entity should use the cumulative earnings approach for that investee and report a change in accounting principle on a retrospective basis; (e) In the absence of specific guidance, an entity should classify each separately identifiable cash source and use on the basis of the nature of the underlying cash flows. For cash flows with aspects of more than one class that cannot be separated, the classification should be based on the activity that is likely to be the predominant source or use of cash flow.  ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.  The Company is still evaluating the impact of adopting ASU No. 2016-15 on its financial statements, but does not expect the adoption of ASU No. 2016-15 to have a material impact on its financial statements.

11
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU No. 2016-18”). ASU No. 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents.  Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows.  ASU No. 2016-18 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company elected to early adopt ASU No. 2016-18 for the reporting period ending December 31, 2016 and was applied retrospectively. As a result of adoption of ASU No. 2016-18, the Company no longer presents the changes within restricted cash in the consolidated statements of cash flows.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU No. 2017-01”) to add guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.  ASU No. 2017-01 provides a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business.  If the screen is not met, ASU No. 2017-01 (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace missing elements.  ASU No. 2017-01 provides a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs.  Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs.  ASU No. 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted.  The amendments can be applied to transactions occurring before the guidance was issued (January 5, 2017) as long as the applicable financial statements have not been issued.  The Company elected to early adopt ASU No. 2017-01 for the reporting period beginning January 1, 2017.  As a result of the adoption of ASU No. 2017-01, the Company’s acquisitions of investment properties beginning January 1, 2017 could qualify as asset acquisitions (as opposed to business combinations). Transaction costs associated with asset acquisitions are capitalized, while transaction costs associated with business combinations will continue to be expensed as incurred. 
3.
REAL ESTATE HELD FOR INVESTMENT
As of June 30, 2017 , the Company owned 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property encompassing, in the aggregate, approximately 5.8 million rentable square feet. As of June 30, 2017 , these properties were 83% occupied. In addition, the Company owned two apartment properties, containing 383 units and encompassing approximately 0.3 million rentable square feet, which were 96% occupied. The Company also owned two investments in undeveloped land with approximately 1,100 developable acres. The following table summarizes the Company’s real estate held for investment as of June 30, 2017 and December 31, 2016 , respectively (in thousands):
 
 
June 30, 2017
 
December 31, 2016
Land
 
$
333,890

 
$
312,623

Buildings and improvements
 
885,308

 
814,347

Tenant origination and absorption costs
 
48,435

 
46,557

Total real estate, cost
 
1,267,633

 
1,173,527

Accumulated depreciation and amortization
 
(132,190
)
 
(113,429
)
Total real estate, net
 
$
1,135,443

 
$
1,060,098


12
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

The following table provides summary information regarding the Company’s real estate held for investment as of June 30, 2017 (in thousands):
Property
 
Date
Acquired or Foreclosed on
 
City
 
State
 
Property Type
 
Land
 
Building
and Improvements
 
Tenant Origination and Absorption
 
Total
Real Estate, at Cost
 
Accumulated Depreciation and Amortization
 
Total
Real Estate, Net
 
Ownership %
Northridge Center I & II
 
03/25/2011
 
Atlanta
 
GA
 
Office
 
$
2,234

 
$
7,116

 
$
—

 
$
9,350

 
$
(2,538
)
 
$
6,812

 
100.0
%
Iron Point Business Park
 
06/21/2011
 
Folsom
 
CA
 
Office
 
2,671

 
19,490

 
—

 
22,161

 
(5,366
)
 
16,795

 
100.0
%
Richardson Portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Palisades Central I
 
11/23/2011
 
Richardson
 
TX
 
Office
 
1,037

 
10,385

 
657

 
12,079

 
(2,902
)
 
9,177

 
90.0
%
Palisades Central II
 
11/23/2011
 
Richardson
 
TX
 
Office
 
810

 
17,707

 
153

 
18,670

 
(4,271
)
 
14,399

 
90.0
%
Greenway I
 
11/23/2011
 
Richardson
 
TX
 
Office
 
561

 
2,396

 
—

 
2,957

 
(816
)
 
2,141

 
90.0
%
Greenway III
 
11/23/2011
 
Richardson
 
TX
 
Office
 
702

 
3,800

 
559

 
5,061

 
(1,649
)
 
3,412

 
90.0
%
Undeveloped Land
 
11/23/2011
 
Richardson
 
TX
 
Undeveloped Land
 
3,134

 
—

 
—

 
3,134

 
—

 
3,134

 
90.0
%
Total Richardson Portfolio
 
 
 
 
 
 
 
 
 
6,244

 
34,288

 
1,369

 
41,901

 
(9,638
)
 
32,263

 
 
Park Highlands (1)
 
12/30/2011
 
North Las Vegas
 
NV
 
Undeveloped Land
 
32,019

 
—

 
—

 
32,019

 
—

 
32,019

 
(1)  

Bellevue Technology Center
 
07/31/2012
 
Bellevue
 
WA
 
Office
 
25,506

 
56,381

 
1,767

 
83,654

 
(9,761
)
 
73,893

 
100.0
%
Powers Ferry Landing East
 
09/24/2012
 
Atlanta
 
GA
 
Office
 
1,643

 
8,021

 
99

 
9,763

 
(2,809
)
 
6,954

 
100.0
%
1800 West Loop
 
12/04/2012
 
Houston
 
TX
 
Office
 
8,360

 
60,557

 
4,435

 
73,352

 
(13,854
)
 
59,498

 
100.0
%
West Loop I & II
 
12/07/2012
 
Houston
 
TX
 
Office
 
7,300

 
32,699

 
1,715

 
41,714

 
(6,627
)
 
35,087

 
100.0
%
Burbank Collection
 
12/12/2012
 
Burbank
 
CA
 
Retail
 
4,175

 
12,545

 
725

 
17,445

 
(2,008
)
 
15,437

 
90.0
%
Austin Suburban Portfolio
 
03/28/2013
 
Austin
 
TX
 
Office
 
8,288

 
69,550

 
1,513

 
79,351

 
(11,610
)
 
67,741

 
100.0
%
Westmoor Center
 
06/12/2013
 
Westminster
 
CO
 
Office
 
10,058

 
72,880

 
5,175

 
88,113

 
(14,031
)
 
74,082

 
100.0
%
Central Building
 
07/10/2013
 
Seattle
 
WA
 
Office
 
7,015

 
26,900

 
1,428

 
35,343

 
(4,367
)
 
30,976

 
100.0
%
1180 Raymond
 
08/20/2013
 
Newark
 
NJ
 
Apartment
 
8,292

 
37,916

 
—

 
46,208

 
(4,595
)
 
41,613

 
100.0
%
Park Highlands II
 
12/10/2013
 
North Las Vegas
 
NV
 
Undeveloped Land
 
24,284

 
—

 
—

 
24,284

 
—

 
24,284

 
100.0
%
Maitland Promenade II
 
12/18/2013
 
Orlando
 
FL
 
Office
 
3,434

 
25,163

 
3,519

 
32,116

 
(5,403
)
 
26,713

 
100.0
%
Plaza Buildings
 
01/14/2014
 
Bellevue
 
WA
 
Office
 
53,040

 
139,378

 
7,228

 
199,646

 
(22,052
)
 
177,594

 
100.0
%
424 Bedford
 
01/31/2014
 
Brooklyn
 
NY
 
Apartment
 
8,860

 
25,603

 
—

 
34,463

 
(2,425
)
 
32,038

 
90.0
%
Richardson Land II
 
09/04/2014
 
Richardson
 
TX
 
Undeveloped Land
 
3,418

 
—

 
—

 
3,418

 
—

 
3,418

 
90.0
%
Westpark Portfolio
 
05/10/2016
 
Redmond
 
WA
 
Office/Flex/Industrial
 
36,085

 
86,692

 
8,243

 
131,020

 
(7,283
)
 
123,737

 
100.0
%
353 Sacramento
 
07/11/2016
 
San Francisco
 
CA
 
Office
 
58,374

 
113,003

 
5,353

 
176,730

 
(6,144
)
 
170,586

 
100.0
%
Crown Pointe
 
02/14/2017
 
Dunwoody
 
GA
 
Office
 
22,590

 
57,126

 
5,866

 
85,582

 
(1,679
)
 
83,903

 
100.0
%
 
 
 
 
 
 
 
 
 
 
$
333,890

 
$
885,308

 
$
48,435

 
$
1,267,633

 
$
(132,190
)
 
$
1,135,443

 
 
_____________________
(1) On March 18, 2016, the Company increased its membership interest in the Park Highlands joint venture from 50.1% to 51.58% by acquiring an additional 1.48% membership interest from one of the joint venture partners. On June 6, 2016, the Company increased its membership interest in the Park Highlands joint venture from 51.58% to 97.62% by acquiring an additional 46.04% membership interest from one of the joint venture partners.  On June 25, 2016, the Company increased its membership interest in the Park Highlands joint venture from 97.62% to 100% by acquiring the remaining 2.38% membership interest from the remaining joint venture partner. On September 7, 2016, a subsidiary of the Company that owns a portion of Park Highlands, sold 820 units of 10% Class A non-voting preferred membership units for $0.8 million to accredited investors. The amount of the Class A non-voting preferred membership units raised, net of offering costs, is included in other liabilities on the accompanying consolidated balance sheets.

13
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

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 June 30, 2017 , 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 14.9  years with a weighted-average remaining term of 3.6  years. Some of the leases have provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, 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. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash and assumed in real estate acquisitions or foreclosures related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $7.5 million and $7.2 million as of June 30, 2017 and December 31, 2016 , respectively.
During the six months ended June 30, 2017 and 2016 , the Company recognized deferred rent from tenants of $1.4 million and $1.0 million , respectively, net of lease incentive amortization. As of June 30, 2017 and December 31, 2016 , the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $27.8 million and $26.1 million , respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $3.1 million and $3.2 million of unamortized lease incentives as of June 30, 2017 and December 31, 2016 , respectively. The Company records property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.
As of June 30, 2017 , the future minimum rental income from the Company’s properties, excluding apartment leases, under non-cancelable operating leases was as follows (in thousands):
July 1, 2017 through December 31, 2017
$
52,032

2018
95,912

2019
81,432

2020
65,629

2021
48,604

Thereafter
102,355

 
$
445,964

As of June 30, 2017 , the Company’s commercial real estate properties were leased to approximately 600 tenants over a diverse range of industries and geographic areas. The Company’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows:
Industry
 
Number of Tenants
 
Annualized Base Rent (1)  
(in thousands)
 
Percentage of
Annualized Base Rent
Insurance Carriers & Related Activities
 
35
 
$
11,844

 
11.0
%
Computer System Design & Programming
 
57
 
11,407

 
10.6
%
 
 
 
 
$
23,251

 
21.6
%
_____________________
(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2017 , adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.
No other tenant industries accounted for more than 10% of annualized base rent. No material tenant credit issues have been identified at this time.

14
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Geographic Concentration Risk
As of June 30, 2017 , the Company’s real estate investments in Washington, California and Texas represented 29.0% , 14.5% and 14.1% of the Company’s total assets, respectively.  As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the Washington, California and Texas real estate markets.  Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.
Recent Real Estate Land Sale
On May 1, 2017, the Company sold an aggregate of 102 developable acres of Park Highlands undeveloped land for an aggregate sales price, net of closing credits, of $17.4 million , excluding closing costs. The purchasers are not affiliated with the Company or the Advisor. The Company recognized a gain on sale based on the percentage of completion method due to the Company’s continuing development obligations to the purchasers. The Company recognized a gain on sale of $4.6 million related to the land sale, which is net of deferred profit of $3.3 million . In addition, the Company deferred $1.7 million related to proceeds received from the purchasers and another developer for the value of land that was contributed to a master association which is consolidated by the Company.
4.
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES
As of June 30, 2017 and December 31, 2016 , the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities (excluding fully amortized assets and liabilities and accumulated amortization) were as follows (in thousands):
 
 
Tenant Origination and
Absorption Costs
 
Above-Market
Lease Assets
 
Below-Market
Lease Liabilities
 
 
June 30, 2017
 
December 31, 2016
 
June 30, 2017
 
December 31, 2016
 
June 30, 2017
 
December 31, 2016
Cost
 
$
48,435

 
$
46,557

 
$
1,436

 
$
1,808

 
$
(9,430
)
 
$
(9,189
)
Accumulated Amortization
 
(24,175
)
 
(22,327
)
 
(979
)
 
(1,190
)
 
4,516

 
3,160

Net Amount
 
$
24,260

 
$
24,230

 
$
457

 
$
618

 
$
(4,914
)
 
$
(6,029
)

15
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Increases (decreases) in net income as a result of amortization of the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities for the three and six months ended June 30, 2017 and 2016 were as follows (in thousands):
 
 
Tenant Origination and
Absorption Costs
 
Above-Market
Lease Assets
 
Below-Market
Lease Liabilities
 
 
For the Three Months Ended
June 30,
 
For the Three Months Ended
June 30,
 
For the Three Months Ended
June 30,
 
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Amortization
 
$
(3,135
)
 
$
(2,486
)
 
$
(78
)
 
$
(120
)
 
$
1,221

 
$
381

 
 
Tenant Origination and
Absorption Costs
 
Above-Market
Lease Assets
 
Below-Market
Lease Liabilities
 
 
For the Six Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Amortization
 
$
(6,078
)
 
$
(4,697
)
 
$
(167
)
 
$
(240
)
 
$
2,204

 
$
689

Additionally, as of June 30, 2017 and December 31, 2016 , the Company had recorded tax abatement intangible assets, net of amortization, which are included in prepaid expenses and other assets in the accompanying balance sheets, of $5.8 million and $6.3 million , respectively.  During the three and six months ended June 30, 2017 , the Company recorded amortization expense of $0.2 million and $0.5 million , respectively, related to tax abatement intangible assets.  During the three and six months ended June 30, 2016 , the Company recorded amortization expense of $0.2 million and $0.5 million , respectively, related to tax abatement intangible assets.
5.
REAL ESTATE EQUITY SECURITIES
During the six months ended June 30, 2017 , the Company purchased 3,252,549 shares of common stock of Whitestone REIT (Ticker: WSR) for an aggregate purchase price of $39.0 million , including $0.4 million of acquisition fees paid to the Advisor. The following summarizes the activity related to real estate equity securities for the six months ended June 30, 2017 (in thousands): 
 
 
Amortized Cost Basis
 
Unrealized Gains (Losses)
 
Total
Real estate equity securities - December 31, 2016
 
$
—

 
$
—

 
$
—

Purchase of real estate equity securities
 
38,579

 
—

 
38,579

Acquisition fee to affiliate and purchase commission
 
416

 
—

 
416

Unrealized change in market value of real estate equity securities
 
—

 
849

 
849

Real estate equity securities -  June 30, 2017
 
$
38,995

 
$
849

 
$
39,844

During the three and six months ended June 30, 2017 , the Company recognized $0.5 million of dividend income from real estate equity securities.

16
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

6.
REAL ESTATE DEBT SECURITIES
As of June 30, 2017 , the Company owned an investment in real estate debt securities. The Company’s investment in real estate debt securities is classified as held to maturity, as the Company has the intent and ability to hold its investment until maturity, and it is not more likely than not that the Company would be required to sell its investment before recovery of the Company’s amortized cost basis.  The information for those real estate debt securities as of June 30, 2017 and December 31, 2016 is set forth below (in thousands):
Debt Securities Name
 
Dates Acquired
 
Debt Securities Type
 
Outstanding Principal Balance as of
June 30, 2017 (1)
 
Book Value as of
June 30, 2017 (2)
 
Book Value as of
December 31, 2016 (2)
 
Contractual Interest Rate (3)
 
Annualized Effective
Interest Rate (3)
 
Maturity Date
Battery Point Series B Preferred Units
 
10/28/2016 /
03/30/2017 /
05/12/2017
 
Series B Preferred Units
 
$
17,500

 
$
17,534

 
$
4,683

 
9.0
%
 
11.1
%
 
10/28/2019
_____________________
(1) Outstanding principal balance as of June 30, 2017 represents principal balance outstanding under the real estate debt securities.
(2) Book value of the real estate debt securities represents outstanding principal balance adjusted for unamortized acquisition discounts, origination fees and direct origination and acquisition costs and additional interest accretion.
(3) Contractual interest rate is the stated interest rate on the face of the real estate securities.  Annualized effective interest rate is calculated as the actual interest income recognized in 2017 , using the interest method, annualized (if applicable) and divided by the average amortized cost basis of the investment.  The annualized effective interest rate and contractual interest rate presented are as of June 30, 2017 .
The following summarizes the activity related to real estate debt securities for the six months ended June 30, 2017 (in thousands): 
Real estate debt securities - December 31, 2016
 
$
4,683

Face value of additional real estate debt securities acquired
 
12,500

Deferred interest receivable and interest accretion
 
121

Commitment fee, net of closing costs and acquisition fee
 
3

Accretion of commitment fee, net of closing costs
 
227

Real estate debt securities - June 30, 2017
 
$
17,534

For the three and six months ended June 30, 2017 , interest income from real estate debt securities consisted of the following (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2017
 
June 30, 2017
Contractual interest income
 
$
321

 
$
412

Interest accretion
 
78

 
121

Accretion of commitment fee, net of closing costs and acquisition fee
 
202

 
227

Interest income from real estate debt securities
 
$
601

 
$
760


17
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

7.
REAL ESTATE SALES
During the three and six months ended June 30, 2017 , the Company disposed of one office property. During the year ended December 31, 2016 , the Company did not dispose of any real estate properties.
On July 11, 2013, the Company, through an indirect wholly owned subsidiary, acquired an office building containing 179,872 rentable square feet located in Boston, Massachusetts (“50 Congress Street”). On May 15, 2017, the Company sold 50 Congress Street to a purchaser unaffiliated with the Company or the Advisor for $79.0 million , or $78.8 million net of concessions and credits. The carrying value of 50 Congress Street as of the disposition date was $47.7 million , which was net of $5.9 million of accumulated depreciation and amortization. The Company recognized a gain on sale of $29.4 million related to the disposition of 50 Congress Street.
The following summary presents the major components of assets and liabilities related to real estate held for sale as of June 30, 2017 and December 31, 2016 (in thousands):
 
June 30, 2017
 
December 31, 2016
Assets related to real estate held for sale
 
 
 
Real estate, cost
$
—

 
$
53,680

Accumulated depreciation and amortization
—

 
(6,747
)
Real estate, net
—

 
46,933

Other assets
—

 
1,488

Total assets related to real estate held for sale
$
—

 
$
48,421

Liabilities related to real estate held for sale
 
 
 
Notes payable, net
—

 
31,450

Other liabilities
—

 
522

Total liabilities related to real estate held for sale
$
—

 
$
31,972

The operations of this property and gain on sale are included in continuing operations on the accompanying statements of operations. The following table summarizes certain revenue and expenses related to this property for the three and six months ended June 30, 2017 and 2016 (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Revenues
 
 
 
 
 
 
 
 
Rental income
 
$
754

 
$
1,511

 
$
2,287

 
$
2,980

Tenant reimbursements and other operating income
 
52

 
116

 
98

 
172

Total revenues
 
$
806

 
$
1,627

 
$
2,385

 
$
3,152

Expenses
 
 
 
 
 
 
 
 
Operating, maintenance, and management
 
$
240

 
$
430

 
$
714

 
$
845

Real estate taxes and insurance
 
164

 
297

 
475

 
595

Asset management fees to affiliate
 
49

 
101

 
150

 
201

Depreciation and amortization
 
5

 
620

 
604

 
1,215

Interest expense
 
160

 
195

 
396

 
390

Total expenses
 
$
618

 
$
1,643

 
$
2,339

 
$
3,246


18
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

8.
NOTES AND BONDS PAYABLE
As of June 30, 2017 and December 31, 2016 , the Company’s notes and bonds payable, including notes payable related to real estate held for sale, consisted of the following (dollars in thousands):
 
 
Book Value as of June 30, 2017
 
Book Value as of December 31, 2016
 
Contractual Interest Rate as of June 30, 2017   (1)
 
Effective Interest Rate at
June 30, 2017 (1)
 
Payment Type
 
Maturity
Date (2)
Richardson Portfolio Mortgage Loan
 
$
40,286

 
$
40,594

 
One-Month LIBOR + 2.10%
 
3.15%
 
Principal & Interest
 
07/01/2017 (3)
Bellevue Technology Center Mortgage Loan
 
59,040

 
59,400

 
One-Month LIBOR + 2.25%
 
3.30%
 
Principal & Interest
 
03/01/2019
Portfolio Revolving Loan Facility (4)
 
44,840

 
11,799

 
One-Month LIBOR + 2.75%
 
3.80%
 
Principal & Interest
 
05/01/2019
Portfolio Mortgage Loan
 
107,115

 
106,479

 
One-Month LIBOR + 2.25%
 
3.30%
 
Principal & Interest
 
07/01/2018
Burbank Collection Mortgage Loan
 
9,651

 
9,812

 
One-Month LIBOR + 2.35%
 
3.48%
 
Principal & Interest
 
09/30/2017
50 Congress Mortgage Loan (5)
 
—

 
31,525

 
(5)  
 
(5)  
 
(5)  
 
(5)  
1180 Raymond Bond Payable
 
6,550

 
6,635

 
6.50%
 
6.50%
 
Principal & Interest
 
09/01/2036
Central Building Mortgage Loan
 
27,600

 
27,600

 
One-Month LIBOR + 1.75%
 
2.80%
 
Interest Only
 
11/13/2018
Maitland Promenade II Mortgage Loan
 
21,929

 
20,877

 
One-Month LIBOR + 2.90%
 
3.96%
 
Principal & Interest
 
01/01/2018
Westmoor Center Mortgage Loan  
 
61,761

 
62,000

 
One-Month LIBOR + 2.25%
 
3.30%
 
Principal & Interest
 
02/01/2018
Plaza Buildings Senior Loan
 
109,218

 
109,866

 
One-Month LIBOR + 1.90%
 
2.95%
 
Principal & Interest
 
01/14/2018
424 Bedford Mortgage Loan
 
24,558

 
24,832

 
3.91%
 
3.91%
 
Principal & Interest
 
10/01/2022
1180 Raymond Mortgage Loan
 
31,000

 
31,000

 
One-Month LIBOR + 2.25%
 
3.30%
 
Interest Only
 
12/01/2017
KBS SOR (BVI) Holdings, Ltd. Series A Debentures (6)
 
278,145

 
251,811

 
4.25%
 
4.25%
 
(6)  
 
03/01/2023
Westpark Portfolio Mortgage Loan
 
84,268

 
83,200

 
One-Month LIBOR + 2.50%
 
3.55%
 
Interest Only (7)
 
07/01/2020
353 Sacramento Mortgage Loan (8)
 
88,342

 
85,500

 
One-Month LIBOR + 2.75%
 
3.91%
 
Interest Only
 
10/14/2018
Crown Pointe Mortgage Loan (9)
 
50,500

 
—

 
One-Month LIBOR + 2.60%
 
3.65%
 
Interest Only
 
02/13/2020
Total Notes and Bonds Payable principal outstanding
 
1,044,803

 
962,930

 
 
 
 
 
 
 
 
Net Premium/(Discount) on Notes and Bonds Payable (10)
 
111

 
88

 
 
 
 
 
 
 
 
Deferred financing costs, net
 
(11,684
)
 
(12,394
)
 
 
 
 
 
 
 
 
Total Notes and Bonds Payable, net
 
$
1,033,230

 
$
950,624

 
 
 
 
 
 
 
 
_____________________
(1) Contractual interest rate represents the interest rate in effect under the loan as of June 30, 2017 . Effective interest rate is calculated as the actual interest rate in effect as of June 30, 2017 (consisting of the contractual interest rate and contractual floor rates), using interest rate indices at June 30, 2017 , where applicable.
(2) Represents the initial maturity date or the maturity date as extended as of June 30, 2017 ; subject to certain conditions, the maturity dates of certain loans may be extended beyond the date shown.
(3) See “ – Richardson Portfolio Mortgage Loan” below.
(4) The Portfolio Revolving Loan Facility is secured by the 1800 West Loop Building and the Iron Point Business Park. On May 1, 2017, the Company entered into a loan modification agreement to extend the maturity date of the Portfolio Revolving Loan Facility to May 1, 2019. As a result of this modification, the Portfolio Revolving Loan Facility bears interest at a floating rate of 2.75% over one-month LIBOR. The Portfolio Revolving Loan Facility is comprised of $30.0 million of revolving debt and $45.0 million of non-revolving debt available to be used for tenant improvements, leasing commissions and capital improvements, subject to certain terms and conditions contained in the loan documents. As of June 30, 2017 , $44.8 million of non-revolving debt had been disbursed to the Company and $29.9 million of revolving debt is available for future disbursements, subject to certain conditions contained in the loan documents.

19
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

(5) On May 15, 2017, in connection with the disposition of 50 Congress Street, the Company repaid $31.4 million of the outstanding principal balance due under the 50 Congress Street Mortgage Loan.
(6) See “ – Israeli Bond Financing” below.
(7) Represents the payment type required under the loan as of June 30, 2017 . Certain future monthly payments due under this loan also include amortizing principal payments. For more information of the Company’s contractual obligations under its notes and bonds payable, see five-year maturity table below.
(8) As of June 30, 2017 , $88.3 million had been disbursed to the Company and up to $27.2 million is available for future disbursements to be used for tenant improvements, leasing commissions and capital improvements, subject to certain terms and conditions contained in the loan documents. In addition, the Company has entered into an interest rate cap that effectively limits one-month LIBOR on up to $115.5 million of the outstanding loan balance at 3.0% effective October 14, 2016 through October 14, 2018.
(9) As of June 30, 2017 , $50.5 million had been disbursed to the Company and up to $12.0 million is available for future disbursements to be used for tenant improvements, leasing commissions and as an earn-out advance, subject to certain terms and conditions contained in the loan documents. In addition, the Company has entered into an interest rate cap that effectively limits one-month LIBOR on up to $46.9 million of the outstanding loan balance at 3.0% effective February 21, 2017 through February 13, 2020.
(10) 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 three and six months ended June 30, 2017 , the Company incurred $10.3 million and $19.7 million of interest expense, respectively. Included in interest expense for the three and six months ended June 30, 2017 was $1.3 million and $2.6 million of amortization of deferred financing costs, respectively. Additionally, during the three and six months ended June 30, 2017 , the Company capitalized $0.6 million and $1.1 million of interest to its investments in undeveloped land, respectively. During the three and six months ended June 30, 2016 , the Company incurred $7.2 million and $12.4 million of interest expense, respectively. Included in interest expense for the three and six months ended June 30, 2016 was $1.0 million and $1.8 million of amortization of deferred financing costs, respectively. Additionally, during the three and six months ended June 30, 2016 , the Company capitalized $0.5 million and $1.0 million of interest to its investments in undeveloped land, respectively.
As of June 30, 2017 , the Company’s deferred financing costs were $11.7 million , net of amortization, which are included in notes and bonds payable, net on the accompanying consolidated balance sheets. As of December 31, 2016 , the Company’s deferred financing costs were $12.5 million , net of amortization, of which $12.4 million is included in notes and bonds payable, net and $0.1 million is included in prepaid expenses and other assets on the accompanying consolidated balance sheets, respectively. As of June 30, 2017 and December 31, 2016 , the Company’s interest payable was $6.0 million and $5.3 million , respectively.
The following is a schedule of maturities, including principal amortization payments, for all notes and bonds payable outstanding as of June 30, 2017 (in thousands):
July 1, 2017 through December 31, 2017
 
$
83,962

2018
 
417,049

2019
 
158,879

2020
 
189,710

2021
 
56,508

Thereafter
 
138,695

 
 
$
1,044,803

The Company’s notes payable contain financial debt covenants. As of June 30, 2017 , the Company was in compliance with all of these debt covenants with the exception of certain debt covenants under the Richardson Mortgage Loan described below.

20
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Israeli Bond Financing
On March 2, 2016, KBS Strategic Opportunity BVI, a wholly owned subsidiary of the Company, filed a final prospectus with the Israel Securities Authority for a proposed offering of up to 1,000,000,000 Israeli new Shekels of Series A debentures (the “Debentures”) at an annual interest rate not to exceed 4.25% . On March 1, 2016, KBS Strategic Opportunity BVI commenced the institutional tender of the Debentures and accepted application for 842.5 million Israeli new Shekels. On March 7, 2016, KBS Strategic Opportunity BVI commenced the public tender of the Debentures and accepted 127.7 million Israeli new Shekels.  In the aggregate, KBS Strategic Opportunity BVI accepted 970.2 million Israeli new Shekels (approximately $249.2 million as of March 8, 2016 ) in both the institutional and public tenders at an annual interest rate of 4.25% .  KBS Strategic Opportunity BVI issued the Debentures on March 8, 2016. The terms of the Debentures require principal installment payments equal to 20% of the face value of the Debentures on March 1st of each year from 2019 to 2023. As of June 30, 2017 , the Company has entered into four separate foreign currency collars for an aggregate notional amount of $250.0 million to hedge its exposure to foreign currency exchange rate movements. See note 9 , “Derivative Instruments” for a further discussion on the Company’s foreign currency collars.
The deed of trust that governs the terms of the Debentures contains various financial covenants. As of June 30, 2017 , the Company was in compliance with all of these financial debt covenants.
Richardson Portfolio Mortgage Loan
Subsequent to June 30, 2017 , the Richardson Portfolio Mortgage Loan matured on July 1, 2017. Wells Fargo Bank, National Association (the "Lender") agreed with the Company to forbear pursuing its remedies through August 18, 2017. The Company is currently in negotiations with the Lender to modify the Richardson Portfolio Mortgage Loan.
9 .
DERIVATIVE INSTRUMENTS
The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates and foreign currency exchange rate movements. The primary goal of the Company’s risk management practices related to interest rate risk is to prevent changes in interest rates from adversely impacting the Company’s ability to achieve its investment return objectives. The Company does not enter into derivatives for speculative purposes.
The Company enters into foreign currency collars to mitigate its exposure to foreign currency exchange rate movements on its bonds payable outstanding denominated in Israeli new Shekels. The foreign currency collar consists of a purchased call option to buy and a sold put option to sell the Israeli new Shekels. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices.
The following table summarizes the notional amount and other information related to the Company’s foreign currency collars as of June 30, 2017 and December 31, 2016 . The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (currency in thousands):
Derivative Instruments
 
Notional Amount
 
Strike Price
 
Trade Date
 
Maturity Date
Derivative instruments not designated as hedging instruments
 
 
 
 
 
 
Foreign currency collar
 
$
100,000

 
3.72 - 3.83 ILS-USD
 
08/08/2016
 
08/08/2017  (1)
Foreign currency collar
 
50,000

 
3.67 - 3.77 ILS-USD
 
08/16/2016
 
08/16/2017 (1)
Foreign currency collar
 
50,000

 
3.68 - 3.78 ILS-USD
 
08/16/2016
 
08/16/2017 (1)
Foreign currency collar
 
50,000

 
3.67 - 3.77 ILS-USD
 
08/22/2016
 
08/22/2017 (1)
 
 
$
250,000

 
 
 
 
 
 
_____________________
(1) On August 3, 2017, the Company terminated the foreign currency collars and as a result received $6.6 million . On August 3, 2017, the Company entered into a USD put/ILS call to hedge against a change in the exchange rate of the Israeli new Shekel versus the U.S. Dollar as it now has the right, but not the obligation, to purchase up to 970.2 million Israeli Shekels at the rate of ILS 3.4 per USD. The cost of the USD put/ILS call was $3.4 million .

21
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

The Company enters into interest rate caps to mitigate its exposure to rising interest rates on its variable rate notes payable. The values of interest rate caps are primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of interest rate caps. As the remaining life of an interest rate cap decreases, the value of the instrument will generally decrease towards zero.
As of June 30, 2017 , the Company had two interest rate caps outstanding, which were not designated as hedging instruments. The following table summarizes the notional amount and other information related to the Company’s derivative instruments as of June 30, 2017 and December 31, 2016 . The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands):
Derivative Instruments
 
Effective Date
 
Maturity Date
 
Notional Value
 
Reference Rate
Interest Rate Cap
 
10/14/2016
 
10/14/2018
 
$
115,500

 
One-month LIBOR at 3.00%
Interest Rate Cap
 
02/21/2017
 
02/13/2020
 
$
46,900

 
One-month LIBOR at 3.00%
The following table sets forth the fair value of the Company’s derivative instruments as well as their classification on the consolidated balance sheets as of June 30, 2017 and December 31, 2016 (dollars in thousands):
 
 
 
 
June 30, 2017
 
December 31, 2016
Derivative Instruments
 
Balance Sheet Location
 
Number of Instruments
 
Fair Value
 
Number of Instruments
 
Fair Value
Derivative instruments not designated as hedging instruments
 
 
 
 
 
 
 
 
Interest rate caps
 
Prepaid expenses and other assets
 
2
 
$
31

 
1
 
$
12

Foreign currency collars
 
Prepaid expenses and other assets (Other liabilities)
 
4
 
$
15,052

 
4
 
$
(3,910
)
The change in fair value of foreign currency collars that are not designated as cash flow hedges are recorded as foreign currency transaction gains or losses in the accompanying consolidated statements of operations. During the three months ended June 30, 2017 , the Company recognized a $7.8 million gain related to the foreign currency collars, which is shown net against $10.2 million of foreign currency transaction loss in the accompanying consolidated statements of operations as foreign currency transaction loss, net, respectively. During the six months ended June 30, 2017 , the Company recognized a $19.0 million gain related to the foreign currency collars, which is shown net against $26.1 million of foreign currency transaction loss in the accompanying consolidated statements of operations as foreign currency transaction loss, net. During the three and six months ended June 30, 2016 , the Company recognized $2.3 million and $2.0 million of foreign currency transaction gain, respectively. During the three and six months ended June 30, 2017 , the Company recorded unrealized losses of $31,000 and $88,000 , respectively, on interest rate caps, which was included in interest expense on the accompanying consolidated statements of operations.

22
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

10.
FAIR VALUE DISCLOSURES
Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other non-financial and financial assets at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
•
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
•
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•
Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.
The fair value for certain financial instruments is derived using valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. 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:
Cash and cash equivalents, rent and other receivables and accounts payable and accrued liabilities: These balances approximate their fair values due to the short maturities of these items.
Real estate equity securities : The Company's real estate equity securities are presented at fair value on the accompanying consolidated balance sheets. The fair value of real estate equity securities were based on a quoted price in an active market on a major stock exchange. The Company classifies these inputs as Level 1 inputs.
Real estate debt securities : The Company’s real estate debt securities are presented in the accompanying consolidated balance sheets at their amortized cost net of recorded loss reserves (if any) and not at fair value.  The fair value of real estate debt securities was estimated using an internal valuation model that considers the expected cash flows for the loans, underlying collateral values (for collateral dependent loans) and estimated yield requirements of institutional investors for real estate debt securities with similar characteristics, including remaining loan term, loan-to-value, type of collateral and other credit enhancements.  The Company classifies these inputs as Level 3 inputs.
Notes and bonds payable: The fair values of the Company’s notes and bonds 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 Company’s bonds issued in Israel are publicly traded on the Tel-Aviv Stock Exchange. The Company used the quoted price as of June 30, 2017 for the fair value of its bonds issued in Israel. The Company classifies this input as a Level 1 input.

23
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying consolidated balance sheets.  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 instruments as of June 30, 2017 and December 31, 2016 , which carrying amounts do not approximate the fair values (in thousands):
 
 
June 30, 2017
 
December 31, 2016
 
 
Face Value
 
Carrying Amount
 
Fair Value
 
Face Value
 
Carrying Amount
 
Fair Value
Financial asset:
 
 
 
 
 
 
 
 
 
 
 
 
Real estate debt securities
 
$
17,500

 
$
17,534

 
$
17,273

 
$
5,000

 
$
4,683

 
$
4,683

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Notes and bond payable
 
$
766,658

 
$
762,525

 
$
767,592

 
$
711,119

 
$
707,169

 
$
711,425

KBS SOR (BVI) Holdings, Ltd. Series A Debentures
 
$
278,145

 
$
270,705

 
$
289,299

 
$
251,811

 
$
243,455

 
$
253,120

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 June 30, 2017 , the Company measured the following assets at fair value (in thousands):
 
 
 
 
Fair Value Measurements Using
 
 
Total
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Recurring Basis:
 
 
 
 
 
 
 
 
Real estate equity securities
 
$
39,844

 
$
39,844

 
$
—

 
$
—

Asset derivatives - interest rate caps
 
$
31

 
$
—

 
$
31

 
$
—

Asset derivatives - foreign currency collars
 
$
15,052

 
$
—

 
$
15,052

 
$
—

11.
RELATED PARTY TRANSACTIONS
The Advisory Agreement entitles the Advisor to specified fees upon the provision of certain services with regard to the investment of funds in real estate and real estate-related investments and the disposition of real estate and real estate-related investments (including the discounted payoff of non-performing loans) among other services, as well as reimbursement of certain costs incurred by the Advisor in providing services to the Company. The Advisory Agreement may also entitle the Advisor to certain back-end cash flow participation fees. The Company also entered into a fee reimbursement agreement (the “AIP Reimbursement Agreement”) with KBS Capital Markets Group LLC, the dealer manager for the Company’s initial public offering (the “Dealer Manager”), pursuant to which the Company agreed to reimburse the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the Depository Trust & Clearing Corporation Alternative Investment Product Platform with respect to certain accounts of the Company’s investors serviced through the platform. The Advisor and Dealer Manager also serve as the advisor and dealer manager, respectively, for KBS Real Estate Investment Trust, Inc. (“KBS REIT I”), KBS Real Estate Investment Trust II, Inc. (“KBS REIT II”), KBS Real Estate Investment Trust III, Inc. (“KBS REIT III”), KBS Legacy Partners Apartment REIT, Inc. (“KBS Legacy Partners Apartment REIT”), KBS Strategic Opportunity REIT II, Inc. (“KBS Strategic Opportunity REIT II”) and KBS Growth & Income REIT, Inc. (“KBS Growth & Income REIT”).

24
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

On January 6, 2014, the Company, together with KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, the Dealer Manager, the Advisor and other KBS-affiliated entities, entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of coverage are shared. The cost of these lower tiers is allocated by the Advisor and its insurance broker among each of the various entities covered by the plan, and is billed directly to each entity. The allocation of these shared coverage costs is proportionate to the pricing by the insurance marketplace for the first tiers of directors and officers liability coverage purchased individually by each REIT. The Advisor’s and the Dealer Manager’s portion of the shared lower tiers’ cost is proportionate to the respective entities’ prior cost for the errors and omissions insurance. In June 2015, KBS Growth & Income REIT was added to the insurance program at terms similar to those described above. In June 2017, the Company renewed its participation in the program, and the program is effective through June 30, 2018. As KBS REIT I is implementing its plan of liquidation, at renewal in June 2017, KBS REIT I elected to cease participation in the program and obtain separate insurance coverage.
During the three and six months ended June 30, 2017 and 2016 , no other business transactions occurred between the Company and these other KBS-sponsored programs.
Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three and six months ended June 30, 2017 and 2016 , respectively, and any related amounts payable as of June 30, 2017 and December 31, 2016 (in thousands):
 
 
Incurred
 
Payable as of
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
June 30, 2017
 
December 31, 2016
 
 
2017
 
2016
 
2017
 
2016
 
 
Expensed
 
 
 
 
 
 
 
 
 
 
 
 
Asset management fees
 
$
2,856

 
$
2,205

 
$
5,603

 
4,293

 
$
—

 
$
—

Acquisition fees on real estate (1)
 
—

 
1,274

 
—

 
1,274

 
—

 
—

Reimbursable operating expenses (2)
 
64

 
69

 
133

 
113

 
26

 
55

Disposition fees (3)
 
785

 
279

 
785

 
279

 
—

 
—

Capitalized
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition fees on real estate (1)
 
—

 
—

 
836

 
—

 
—

 
—

Acquisition fees on real estate equity securities
 
386

 
—

 
386

 
—

 
—

 
—

 
 
$
4,091

 
$
3,827

 
$
7,743

 
$
5,959

 
$
26

 
$
55

_____________________
(1) As a result of the adoption of ASU No. 2017-01, the Company’s acquisitions of real estate properties beginning January 1, 2017 generally qualify as an asset acquisition (as opposed to a business combination).  Acquisition fees associated with asset acquisitions will be capitalized, while costs associated with business combinations will continue to be expensed as incurred.
(2) The Advisor may seek reimbursement for certain employee costs under the Advisory Agreement. The Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled $64,000 and $119,000 for the three and six months ended June 30, 2017 , respectively, and $41,000 and $85,000 for the three and six months ended June 30, 2016 , respectively, and were the only employee costs reimbursed under the Advisory Agreement during these periods. The Company will not reimburse for employee costs in connection with services for which the Advisor earns acquisition, origination or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries or benefits the Advisor or its affiliates may pay to the Company’s executive officers. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company's direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.
(3) Disposition fees with respect to real estate sold are included in the gain on sale of real estate in the accompanying consolidated statements of operations. Disposition fees with respect to the assignment of the Company's real estate loan receivable are included in general and administrative expenses in the accompanying consolidated statements of operations.
During the three and six months ended June 30, 2017 , the Advisor reimbursed the Company $0.4 million for expenses incurred to evaluate certain strategic transactions for which the Advisor has agreed to reimburse the Company and $0.1 million for a property insurance rebate. During the three and six months ended June 30, 2016 , the Advisor reimbursed the Company $0.1 million for a property insurance rebate and $0.1 million for legal and professional fees.

25
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

12.
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
As of June 30, 2017 and December 31, 2016 , the Company’s investments in unconsolidated joint ventures were composed of the following (dollars in thousands):
 
 
 
 
 
 
 
 
Investment Balance at
Joint Venture
 
Number of Properties
 
Location
 
Ownership %
 
June 30, 2017
 
December 31, 2016
NIP Joint Venture
 
8
 
Various
 
Less than 5.0%
 
$
4,317

 
$
5,305

110 William Joint Venture
 
1
 
New York, New York
 
60.0%
 
10,599

 
70,544

 
 
 
 
 
 
 
 
$
14,916

 
$
75,849

Investment in National Industrial Portfolio Joint Venture
On May 18, 2012, the Company, through an indirect wholly owned subsidiary, entered into a joint venture (the “NIP Joint Venture”) with OCM NIP JV Holdings, L.P. and HC KBS NIP JV, LLC (“HC-KBS”). As of June 30, 2017 , the NIP Joint Venture owned eight industrial properties and a master lease with respect to another industrial property encompassing 4.8 million square feet. The Company made an initial capital contribution of $8.0 million which represents less than a 5.0% ownership interest in the NIP Joint Venture as of June 30, 2017 . The Company has virtually no influence over the NIP Joint Venture’s operations, financial policies or decision making. Accordingly, the Company has accounted for its investment in the NIP Joint Venture under the cost method of accounting. Income, losses and distributions from the NIP Joint Venture are generally allocated among the members based on their respective equity interests.
KBS REIT I, an affiliate of the Advisor, is a member of HC-KBS and has a participation interest in certain future potential profits generated by the NIP Joint Venture.  However, KBS REIT I does not have any equity interest in the NIP Joint Venture. None of the other joint venture partners are affiliated with the Company or the Advisor.
As of June 30, 2017 and December 31, 2016 , the book value of the Company’s investment in the NIP Joint Venture was $4.3 million and $5.3 million , respectively. During the three months ended June 30, 2017 , the Company did not receive any distributions related to its investment in the NIP Joint Venture. During the six months ended June 30, 2017 , the Company received a distribution of $2.9 million related to its investment in the NIP Joint Venture. The Company recognized $1.9 million of income distributions and $1.0 million of return of capital from the NIP Joint Venture. During the three and six months ended June 30, 2016 , the Company did not receive any distributions related to its investment in the NIP Joint Venture.
Investment in 110 William Joint Venture
On December 23, 2013, the Company, through an indirect wholly owned subsidiary, entered into an agreement with SREF III 110 William JV, LLC (the “110 William JV Partner”) to form a joint venture (the “110 William Joint Venture”). On May 2, 2014, the 110 William Joint Venture acquired an office property containing 928,157 rentable square feet located on approximately 0.8 acres of land in New York, New York (“110 William Street”). Each of the Company and the 110 William JV Partner hold a 60% and 40% ownership interest in the 110 William Joint Venture, respectively.
The Company exercises significant influence over the operations, financial policies and decision making with respect to the 110 William Joint Venture but significant decisions require approval from both members. Accordingly, the Company has accounted for its investment in the 110 William Joint Venture under the equity method of accounting. Income, losses, contributions and distributions are generally allocated based on the members’ respective equity interests.
As of June 30, 2017 and December 31, 2016 , the book value of the Company’s investment in the 110 William Joint Venture was $10.6 million and $70.5 million , respectively, which includes $1.5 million of unamortized acquisition fees and expenses incurred directly by the Company. During the six months ended June 30, 2017 , the 110 William Joint Venture made a $58.2 million return of capital distribution to the Company and a $38.8 million return of capital distribution to the 110 William JV Partner funded with proceeds from the 110 William refinancing discussed below.

26
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

Summarized financial information for the 110 William Joint Venture follows (in thousands):
 
 
June 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
       Real estate assets, net of accumulated depreciation and amortization
 
$
256,511

 
$
262,192

       Other assets
 
30,507

 
23,355

       Total assets
 
$
287,018

 
$
285,547

Liabilities and equity:
 
 
 
 
       Notes payable, net (1)
 
$
258,139

 
$
157,628

       Other liabilities
 
13,706

 
12,872

       Partners’ capital
 
15,173

 
115,047

Total liabilities and equity
 
$
287,018

 
$
285,547

_____________________
(1) See "- 110 William Joint Venture Refinance" below.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Revenues
 
$
9,322

 
$
8,388

 
$
17,714

 
$
16,639

Expenses:
 
 
 
 
 
 
 
 
       Operating, maintenance, and management
 
2,370

 
2,453

 
4,766

 
4,958

       Real estate taxes and insurance
 
1,472

 
1,533

 
3,088

 
2,967

       Depreciation and amortization
 
4,381

 
3,147

 
7,614

 
6,268

       Interest expense
 
3,799

 
1,508

 
5,198

 
3,024

Total expenses
 
12,022

 
8,641

 
20,666

 
17,217

Other income
 
14

 
16

 
28

 
32

Net loss
 
$
(2,686
)
 
$
(237
)
 
$
(2,924
)
 
$
(546
)
Company’s equity in loss of unconsolidated joint venture
 
$
(1,622
)
 
$
(152
)
 
$
(1,776
)
 
$
(348
)
110 William Joint Venture Refinance
On May 2, 2014, in connection with the acquisition of 110 William Street, the 110 William Joint Venture assumed a mortgage loan with a face amount of $141.5 million and a mezzanine loan with a face amount of $20.0 million (the “110 William Street Existing Loans”). On March 6, 2017, the 110 William Joint Venture closed the refinancing of the 110 William Street Existing Loans (the “Refinancing”). The 110 William Joint Venture repaid $156.0 million of principal related to the 110 William Street Existing Loans. The Refinancing was comprised of the following loans from unaffiliated lenders: (i) a mortgage loan in the maximum amount of up to $232.3 million from Morgan Stanley Bank, N.A., a national banking association (the “110 William Street Mortgage Loan”), (ii) a senior mezzanine loan in the maximum amount of up to $33.8 million from Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company (the “110 William Street Senior Mezzanine Loan”), and (iii) a junior mezzanine loan in the maximum amount of up to $33.8 million from Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company (the “110 William Street Junior Mezzanine Loan”).

27
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

The loans under the Refinancing mature on March 7, 2019, with three one -year extension options. The 110 William Street Mortgage Loan bears interest at a floating rate of 2.2472% over one-month LIBOR. The 110 William Street Senior Mezzanine Loan and the 110 William Street Junior Mezzanine Loan bear interest at a floating rate of 6.25% over one-month LIBOR. The 110 William Joint Venture entered into three interest rate caps that effectively limit one-month LIBOR at 3.00% on $275.0 million of the Refinancing amount as of the effective date, up to $300.0 million , accreting according to a notional schedule, effective March 6, 2017 through March 7, 2019. The loans under the Refinancing have monthly payments that are interest-only with the entire unpaid principal balance and all outstanding interest and fees due at maturity. The 110 William Joint Venture has the right to prepay the loans in whole at any time or in part from time to time to the extent necessary, subject to the payment of certain expenses potentially incurred by the lender as a result of the prepayment, the payment of a prepayment premium and breakage costs in certain circumstances, and certain other conditions contained in the loan documents. At closing, $205.0 million had been disbursed from the 110 William Street Mortgage Loan to the 110 William Joint Venture with $27.3 million remaining available for future disbursements to be used for tenant improvements, leasing commissions and capital improvements, subject to certain terms and conditions contained in the loan documents. At closing, $29.85 million had been disbursed from the 110 William Street Senior Mezzanine Loan to the 110 William Joint Venture and $29.85 million had been disbursed from the 110 William Junior Mezzanine Loan to the 110 William Joint Venture, with $4.0 million remaining available under the 110 William Street Senior Mezzanine Loan and $4.0 million remaining available under the 110 William Street Junior Mezzanine Loan for future disbursements to be used for tenant improvements, leasing commissions and capital improvements, subject to certain terms and conditions contained in the loan documents under the 110 William Street Senior Mezzanine Loan and the 110 William Street Junior Mezzanine Loan.
13.
COMMITMENTS AND CONTINGENCIES
Economic Dependency
The Company is dependent on the Advisor 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 is 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 operations as of June 30, 2017 . 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 operations 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.

28
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 1.
Financial Statements (continued)
KBS STRATEGIC OPPORTUNITY REIT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2017
(unaudited)

14.
SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Sale of Partial Interest of Real Estate Subsequent to June 30, 2017
353 Sacramento
On July 6, 2017, KBS SOR Properties, LLC, an indirect wholly owned affiliate of the Company, entered into (i) a Common Unit Purchase and Sale Agreement and Escrow Instructions with Migdal Insurance Company LTD., Migdal-Makefet Pension and Provident Funds LTD. and affiliates (the “Migdal Members”) (the “Purchase and Sale Agreement”), (ii) the Amended and Restated Limited Liability Company Agreement of KBS SOR Acquisition XXIX, LLC (the “Joint Venture Agreement”), (iii) an Investment Agreement with Migdal Members and Willowbrook Asset Management LLC, which is owned by Keith D. Hall and Peter McMillan III, who are principals of the Advisor and directors and officers of the Company (“WBAM”), and (iv) a waiver letter agreement with the Advisor (the “Waiver Agreement”).
Pursuant to the Purchase and Sale Agreement, on July 6, 2017, KBS SOR Properties, LLC sold a 45% equity interest in an entity that owns an office building containing 284,751 rentable square feet located on approximately 0.35 acres of land in San Francisco, California (“353 Sacramento”) for approximately $39.1 million (the “353 Sacramento Transaction”) to the Migdal Members, third parties unaffiliated with the Company or the Advisor. The sale resulted in 353 Sacramento being owned by a joint venture (the “Joint Venture”) in which the Company indirectly owns 55% of the equity interests and the Migdal Members indirectly own 45% in the aggregate of the equity interests.
The Joint Venture will be managed by a three-person board of directors whom the Company will appoint. Major decisions will require the consent of the board of directors and a board representative appointed by the Migdal Members. After July 6, 2019, the Company will have the ability to force a sale of 353 Sacramento if there is a deadlock between the Joint Venture’s board and the Migdal Members’s board representative with respect to certain major decisions. The Company’s right to transfer the Company’s interest in the Joint Venture is limited until July 6, 2019; thereafter, the Migdal Members will generally have the right to sell their interests to any buyer of the Company’s interest.
The Migdal Members, which are separate-account clients of WBAM, will pay an acquisition fee and an asset management fee to be split 50/50 between WBAM and the Company. The gross acquisition fee is equal to 0.5% of the Migdal Members’ aggregate pro rata share of the total equity cost basis of the property, which amounts to approximately $0.2 million to WBAM and $0.2 million to the Company, prior to considering the impact of a third-party broker commission being paid, which will reduce the acquisition fee pro rata. In addition, the Migdal Members would be required to pay a promote, ranging from 20% to 30% of excess distributions from the Migdal Members, if certain return thresholds are reached. All of the promote payments would be paid to the Company until the Company has realized a 13.6% internal rate of return on the Company’s investment in 353 Sacramento, at which point the remainder of the promote would be paid to WBAM.
Pursuant to the Waiver Agreement, the Advisor waived any right it may have had to receive a disposition fee in connection with the 353 Sacramento Transaction and also waived its rights to future acquisition fees in an amount equal to 45% of the acquisition fees paid to the Advisor in connection with the Company’s original purchase of 353 Sacramento in July of 2016.

29
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying financial statements of KBS Strategic Opportunity REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to KBS Strategic Opportunity REIT, Inc., a Maryland corporation, and, as required by context, KBS Strategic Opportunity Limited Partnership, a Delaware limited partnership, which we refer to as the “Operating Partnership,” and to their subsidiaries.
Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of KBS Strategic Opportunity REIT, Inc. and members of our 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. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake 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.
The following are some of the risks and uncertainties, although not all of the risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
•
We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants. Revenues from our property investments could decrease due to a reduction in tenants (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, limiting our ability to pay distributions to our stockholders.
•
Our opportunistic investment strategy involves a higher risk of loss than would a strategy of investing in some other types of real estate and real estate-related investments.
•
We have paid distributions from financings and in the future we may not pay distributions solely from our cash flow from operations or gains from asset sales. To the extent that we pay distributions from sources other than our cash flow from operations or gains from asset sales, we will have less funds available for investment in loans, properties and other assets, the overall return to our stockholders may be reduced and subsequent investors may experience dilution.
•
All of our executive officers and some of our directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and other KBS-affiliated entities. As a result, they face conflicts of interest, including significant conflicts created by our advisor’s compensation arrangements with us and other KBS-advised programs and investors and conflicts in allocating time among us and these other programs and investors. These conflicts could result in unanticipated actions. Fees paid to our advisor in connection with transactions involving the origination, acquisition and management of our investments are based on the cost of the investment, not on the quality of the investment or services rendered to us. This arrangement could influence our advisor to recommend riskier transactions to us.
•
We pay substantial fees to and expenses of our advisor and its affiliates. These payments increase the risk that our stockholders will not earn a profit on their investment in us and increase our stockholders’ risk of loss.
•
We cannot predict with any certainty how much, if any, of our dividend reinvestment plan proceeds will be available for general corporate purposes, including, but not limited to, the redemption of shares under our share redemption program, future funding obligations under any real estate loans receivable we acquire, the funding of capital expenditures on our real estate investments or the repayment of debt. If such funds are not available from the dividend reinvestment plan offering, then we may have to use a greater proportion of our cash flow from operations to meet these cash requirements, which would reduce cash available for distributions and could limit our ability to redeem shares under our share redemption program.
•
We have focused, and may continue to focus, our investments in non-performing real estate and real estate-related loans, real estate-related loans secured by non-stabilized assets and real estate-related securities, which involve more risk than investments in performing real estate and real estate-related assets
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”).

30
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview
We were formed on October 8, 2008 as a Maryland corporation, elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2010 and intend to operate in such manner. KBS Capital Advisors LLC (“KBS Capital Advisors”) is our advisor. As our advisor, KBS Capital Advisors manages our day-to-day operations and our portfolio of investments. KBS Capital Advisors also has the authority to make all of the decisions regarding our investments, subject to the limitations in our charter and the direction and oversight of our board of directors. KBS Capital Advisors also provides asset-management, marketing, investor-relations and other administrative services on our behalf. We have sought to invest in and manage a diverse portfolio of real estate‑related loans, opportunistic real estate, real estate-related debt securities and other real estate-related investments. We conduct our business primarily through our operating partnership, of which we are the sole general partner.
On January 8, 2009, we filed a registration statement on Form S-11 with the SEC to offer a minimum of 250,000 shares and a maximum of 140,000,000 shares of common stock for sale to the public, of which 100,000,000 shares were registered in our primary offering and 40,000,000 shares were registered under our dividend reinvestment plan. We ceased offering shares of common stock in our primary offering on November 14, 2012. We sold 56,584,976  shares of common stock in the primary offering for gross offering proceeds of $561.7 million . We continue to offer shares of common stock under the dividend reinvestment plan. As of June 30, 2017 , we had sold 6,427,949  shares of common stock under the dividend reinvestment plan for gross offering proceeds of $71.2 million . Also as of June 30, 2017 , we had redeemed 6,669,622 of the shares sold in our offering for $84.5 million . Additionally, on December 29, 2011 and October 23, 2012, we issued 220,994 shares and 55,249 shares of common stock, respectively, for $2.0 million and $0.5 million , respectively, in private transactions exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
On March 2, 2016, KBS Strategic Opportunity (BVI) Holdings, Ltd. (“KBS Strategic Opportunity BVI”), our wholly owned subsidiary, filed a final prospectus with the Israel Securities Authority for a proposed offering of up to 1,000,000,000 Israeli new Shekels of Series A debentures (the “Debentures”) at an annual interest rate not to exceed 4.25%. On March 1, 2016, KBS Strategic Opportunity BVI commenced the institutional tender of the Debentures and accepted application for 842.5 million Israeli new Shekels. On March 7, 2016, KBS Strategic Opportunity BVI commenced the public tender of the Debentures and accepted 127.7 million Israeli new Shekels.  In the aggregate, KBS Strategic Opportunity BVI accepted 970.2 million Israeli new Shekels (approximately $249.2 million as of March 8, 2016 ) in both the institutional and public tenders at an annual interest rate of 4.25%.  KBS Strategic Opportunity BVI issued the Debentures on March 8, 2016. The terms of the Debentures require principal installment payments equal to 20% of the face value of the Debentures on March 1st of each year from 2019 to 2023.
As of June 30, 2017 , we consolidated 20 real estate investments comprised of 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres, and owned two investments in unconsolidated joint ventures, an investment in real estate debt securities and an investment in real estate securities.
Market Outlook – Real Estate and Real Estate Finance Markets
The following discussion is based on management’s beliefs, observations and expectations with respect to the real estate and real estate finance markets.
Current economic data and financial market developments suggest that the global economy is improving, although at a slow and uneven pace. European economic growth has recently picked up, with improving employment data in most of the European Union countries. The U.K. and China remain areas of concern. The U.K. is working through its BREXIT process, whereas the Chinese economy has shown signs of stabilization, but is still struggling with uncertainty in its banking system in relation to bad loans. Against this backdrop, the central banks of the world’s major industrialized economies are beginning to back away from their strong monetary accommodation. Quantitative easing in Japan and Europe is slowing, but the liquidity generated from these programs continues to impact the global capital markets.

31
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

At a duration of 97 months (as of the end of second quarter 2017), the current business cycle, which commenced in June 2009, is the fourth longest in U.S. history, including the post-World War II cycle that lasted 58 months. In June 2017, the U.S. Federal Reserve (the “FED”) increased interest rates for the fourth time in three years. Expectations are now mixed for further rate increases, as signs of inflation have been weakening. The FED is still hoping to normalize the level of interest rates in the United States. However, little in the U.S. macroeconomic data suggests that the economy is growing too rapidly or that inflation is accelerating. Real gross domestic product (“GDP”) growth has averaged approximately 2% per year over the past two years and job growth has averaged about 1.7% over the same period. Personal income growth has started to pick up and unemployment statistics indicate that labor force conditions are finally showing real improvements. Uncertainty surrounding the new administration’s budget, plans to revamp the Affordable Care Act, the future of the Chair of the FED, and the continued weakness in retailers all may adversely impact business and consumer confidence.
The U.S. commercial real estate market continues to benefit from inflows of foreign capital, albeit at a slowing rate. With a backdrop of global political conflict, and stabilizing international economic conditions, the U.S. dollar’s position as a haven currency took a hit as the dollar’s value against other major global currencies declined for most of the second quarter. An easing in demand for U.S. commercial real estate is reflected in the slowing of transaction volumes. The industrial property sector is the lone standout, as internet sales volumes continue to increase the demand for warehouses and logistics-related assets. Traditional sources of capital are favoring a “risk-off” approach, as capital flows have shifted equity towards debt, or secured, investing. Commercial real estate returns are increasingly being driven by property income (yield), as opposed to price appreciation through cap rate compression.
Lenders with long memories remain disciplined in their underwriting of investments. For balance sheet lenders, such as banks and insurance companies, underwriting standards for commercial real estate have tightened. This has resulted in lower loan-to-value and higher debt coverage ratios. CMBS originations also have been limited as lenders are attempting to adjust to new securitization rules which require issuers to maintain an ongoing equity stake in pooled transactions. These trends have led to increased uncertainty in the level and cost of debt for commercial properties, and in turn has injected some volatility into commercial real estate markets.
A major factor contributing to the strength of the real estate cycle is the difficulty of securing construction financing. Lack of construction financing is effectively keeping an oversupply of commercial real estate, which is typical late in a real estate cycle, from emerging. Bank regulators and new risk-based capital guidelines have enforced discipline in lending, which has helped reduce new construction.
Liquidity and Capital Resources
Our principal demand for funds during the short and long-term is and will be for the acquisition of real estate and real estate-related investments, payment of operating expenses, capital expenditures and general and administrative expenses, payments under debt obligations, redemptions of common stock and payments of distributions to stockholders. To date, we have had six primary sources of capital for meeting our cash requirements:
•
Proceeds from the primary portion of our initial public offering; 
•
Proceeds from our dividend reinvestment plan;
•
Proceeds from our public bond offering in Israel;
•
Debt financing;
•
Proceeds from the sale of real estate and the repayment of real estate-related investments; and
•
Cash flow generated by our real estate and real estate-related investments. 
We sold 56,584,976  shares of common stock in the primary portion of our initial public offering for gross offering proceeds of $561.7 million . We ceased offering shares in the primary portion of our initial public offering on November 14, 2012. We continue to offer shares of common stock under the dividend reinvestment plan. As of June 30, 2017 , we had sold 6,427,949 shares of common stock under the dividend reinvestment plan for gross offering proceeds of $71.2 million . To date, we have invested all of the net proceeds from our initial public offering in real estate and real estate-related investments. We intend to use our cash on hand, proceeds from debt financing, cash flow generated by our real estate operations and real estate-related investments and proceeds from our dividend reinvestment plan as our primary sources of immediate and long-term liquidity.

32
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our investments in real estate generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures and corporate general and administrative expenses.  Cash flow from operations from our real estate investments is primarily dependent upon the occupancy levels of our properties, the net effective rental rates on our leases, the collectibility of rent and operating recoveries from our tenants and how well we manage our expenditures.  As of June 30, 2017 , our properties, excluding apartment properties, were collectively 83% occupied and our apartment properties were collectively 96% occupied. 
Investments in real estate debt securities generate cash flow in the form of interest income, which are reduced by loan service fees, asset management fees and corporate general and administrative expenses. Investments in real estate equity securities generate cash flow in the form of dividend income, which is reduced by asset management fees. As of June 30, 2017 , we had an investment in real estate debt securities outstanding with a total book value of $17.5 million and an investment in real estate equity securities outstanding with a total book value of $39.8 million .
As of June 30, 2017 , we had outstanding debt obligations in the aggregate principal amount of $1.0 billion , with a weighted-average remaining term of 2.7 years. As of June 30, 2017 , we had $29.9 million of unrestricted secured revolving debt available for future disbursements under a portfolio loan facility, subject to certain conditions set forth in the loan agreement.
Under our charter, we are required to limit our total operating expenses to the greater of 2% of our average invested assets or 25% of our net income for the four most recently completed fiscal quarters, as these terms are defined in our charter, unless the conflicts committee of our board of directors has determined that such excess expenses were justified based on unusual and non-recurring factors. Operating expense reimbursements for the four fiscal quarters ended June 30, 2017 did not exceed the charter imposed limitation.
For the six months ended June 30, 2017 , our cash needs for capital expenditures, redemptions of common stock and debt servicing were met with proceeds from debt financing, proceeds from our dividend reinvestment plan and cash on hand. Operating cash needs during the same period were met through cash flow generated by our real estate and real estate-related investments and cash on hand. As of June 30, 2017 , we had a total of $277.6 million of debt obligations scheduled to mature within 12 months of that date. We plan to exercise our extension options available under our loan agreements or pay down or refinance the related notes payable prior to their maturity dates.
We have elected to be taxed as a REIT and intend to operate as a REIT. To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain). Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant. We have not established a minimum distribution level.
Cash Flows from Operating Activities
As of June 30, 2017 , we consolidated 20 real estate investments comprised of 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres, and owned two investments in unconsolidated joint ventures, an investment in real estate debt securities and an investment in real estate equity securities. During the six months ended June 30, 2017 , net cash provided by operating activities was $12.9 million . We expect that our cash flows from operating activities will increase in future periods as a result of leasing additional space that is currently unoccupied and anticipated future acquisitions of real estate and real estate-related investments. However, our cash flows from operating activities may decrease to the extent that we dispose of assets.

33
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Cash Flows from Investing Activities
Net cash provided by investing activities was $2.8 million for the six months ended June 30, 2017 and primarily consisted of the following:
•
Proceeds from the sale of one office property and 102 acres of undeveloped land of $94.9 million ;
•
Acquisition of an office property for $82.2 million ;
•
Distributions of capital from unconsolidated joint ventures of $59.2 million , of which $58.2 million relates to the 110 William Joint Venture and $1.0 million relates to the NIP Joint Venture;
•
Investment in real estate securities of $39.0 million ;
•
Improvements to real estate of $18.8 million ;
•
Investment in real estate debt securities of $12.5 million ;
•
Proceeds for future development obligations of $1.4 million ;
•
Funding of development obligations of $0.8 million ;
•
Insurance proceeds for property damages of $0.7 million ; and
•
Purchase of an interest rate cap for $0.1 million .
Cash Flows from Financing Activities
Net cash provided by financing activities was $41.3 million for the six months ended June 30, 2017 and consisted primarily of the following:
•
$53.8 million of net cash provided by debt and other financings as a result of proceeds from notes payable of $124.6 million , partially offset by principal payments on notes and bonds payable of $69.0 million and payments of deferred financing costs of $1.8 million ;
•
$7.5 million of cash used for redemptions of common stock;
•
$4.7 million of net cash distributions to stockholders, after giving effect to distributions reinvested by stockholders of $5.8 million ; and
•
$0.2 million of payments made in connection with a potential offering.
In order to execute our investment strategy, we utilize secured debt and we may, to the extent available, utilize unsecured debt, to finance a portion of our investment portfolio. Management remains vigilant in monitoring the risks inherent with the use of debt in our portfolio and is taking actions to ensure that these risks, including refinancing and interest risks, are properly balanced with the benefit of using leverage. There is no limitation on the amount we may borrow for any single investment. Our charter limits our total liabilities such that our total liabilities may not exceed 75% of the cost of our tangible assets; however, we may exceed that limit if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowing to our common stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of June 30, 2017 , our borrowings and other liabilities were approximately 73% of the cost (before depreciation and other noncash reserves) and book value (before depreciation) of our tangible assets.
In March 2016, we, through a wholly-owned subsidiary, issued 970.2 million Israeli new Shekels (approximately $249.2 million as of March 8, 2016 ) in 4.25% bonds to investors in Israel pursuant to a public offering registered in Israel. The bonds have a seven year term, with 20% of the principal payable each year from 2019 to 2023. We have used a portion of the proceeds from the issuance of these bonds to make additional investments.

34
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

In addition to making investments in accordance with our investment objectives, we use or have used our capital resources to make certain payments to our advisor and our dealer manager. During our offering stage, these payments included payments to our dealer manager for selling commissions and dealer manager fees related to sales in our primary offering and payments to our dealer manager and our advisor for reimbursement of certain organization and other offering expenses related both to the primary offering and the dividend reinvestment plan. During our acquisition and development stage, we expect to continue to make payments to our advisor in connection with the selection and origination or purchase of investments, the management of our assets and costs incurred by our advisor in providing services to us as well as for any dispositions of assets (including the discounted payoff of non-performing loans). In addition, an affiliate of our advisor, KBS Management Group, was recently formed to provide property management services with respect to certain properties owned by KBS-advised companies.  In the future, we may engage KBS Management Group with respect to one or more of our properties to provide property management services.  With respect to any such properties, we would expect to pay KBS Management Group a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates).
The advisory agreement has a one-year term but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of our advisor and our conflicts committee.
Among the fees payable to our advisor is an asset management fee. With respect to investments in loans and any investments other than real property, the asset management fee is a monthly fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount actually paid or allocated to acquire or fund the loan or other investment, inclusive of 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 fees and expenses related to the acquisition or funding of such investment, as of the time of calculation. With respect to investments in real property, the asset management fee is a monthly fee equal to one-twelfth of 0.75% of the sum of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property, and inclusive of fees and expenses related thereto and the amount of any debt associated with or used to acquire such investment. In the case of investments made through joint ventures, the asset management fee will be determined based on our proportionate share of the underlying investment, inclusive of our proportionate share of any fees and expenses related thereto.
Contractual Commitments and Contingencies
The following is a summary of our contractual obligations as of June 30, 2017 (in thousands):
 
 
 
 
Payments Due During the Years Ending December 31,
Contractual Obligations
 
Total
 
Remainder of 2017
 
2018-2019
 
2020-2021
 
Thereafter
Outstanding debt obligations (1)
 
$
1,044,803

 
$
83,962

 
$
575,928

 
$
246,218

 
$
138,695

Interest payments on outstanding debt obligations (2)
 
85,564

 
18,395

 
43,530

 
16,747

 
6,892

_____________________
(1) Amounts include principal payments only.
(2) Projected interest payments are based on the outstanding principal amounts, maturity dates, foreign currency rates and interest rates in effect at June 30, 2017 . We incurred interest expense of $18.1 million , excluding amortization of deferred financing costs of $2.6 million and unrealized losses on interest rate caps of $0.1 million and including interest capitalized of $1.1 million , for the six months ended June 30, 2017 .

35
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Results of Operations
Overview
As of June 30, 2016 , we owned 10 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land encompassing an aggregate of 1,670 acres, one first mortgage loan and two investments in unconsolidated joint ventures. As of June 30, 2017 , we owned 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres, two investments in unconsolidated joint ventures, an investment in real estate debt securities and an investment in real estate equity securities. Our results of operations for the three and six months ended June 30, 2017 may not be indicative of those in future periods as the occupancy in our properties has not been stabilized. As of  June 30, 2017 , our office and retail properties were collectively 83% occupied and our apartment properties were collectively 96% occupied.  However, due to the short outstanding weighted-average lease term in the portfolio of less than four years, we do not put significant emphasis on quarterly changes in occupancy (positive or negative) in the short run. Our underwriting and valuations are generally more sensitive to “terminal values” that may be realized upon the disposition of the assets in the portfolio and less sensitive to ongoing cash flows generated by the portfolio in the years leading up to an eventual sale. There are no guarantees that occupancies of our assets will increase, or that we will recognize a gain on the sale of our assets. We funded the acquisitions of these investments with proceeds from our initial public offering and debt financing. In general, we expect that our income and expenses related to our portfolio will increase in future periods as a result of leasing additional space and acquiring additional assets but decrease due to disposition activity.
Comparison of the three months ended June 30, 2017 versus the three months ended June 30, 2016
The following table provides summary information about our results of operations for the three months ended June 30, 2017 and 2016 (dollar amounts in thousands):
 
 
Three Months Ended June 30,
 
Increase (Decrease)
 
Percentage Change
 
$ Change Due to Acquisitions/ Originations/ Dispositions (1)
 
$ Change Due to 
Investments Held Throughout
Both Periods (2)
 
 
2017
 
2016
 
 
 
 
Rental income
 
$
31,704

 
$
24,585

 
$
7,119

 
29
 %
 
$
6,473

 
$
646

Tenant reimbursements
 
6,456

 
4,828

 
1,628

 
34
 %
 
723

 
905

Other operating income
 
987

 
798

 
189

 
24
 %
 
35

 
154

Interest income from real estate debt securities
 
601

 
—

 
601

 
n/a

 
601

 
—

Dividend income from real estate equity securities
 
489

 
—

 
489

 
n/a

 
489

 
—

Interest income from real estate loan receivable
 
—

 
3,655

 
(3,655
)
 
n/a

 
(3,655
)
 
—

Operating, maintenance, and management costs
 
11,299

 
9,303

 
1,996

 
21
 %
 
2,047

 
(51
)
Real estate taxes and insurance
 
5,415

 
4,029

 
1,386

 
34
 %
 
864

 
522

Asset management fees to affiliate
 
2,856

 
2,205

 
651

 
30
 %
 
631

 
20

Real estate acquisition fees to affiliate
 
—

 
1,274

 
(1,274
)
 
n/a

 
(1,274
)
 
—

Real estate acquisition fees and expenses
 
—

 
268

 
(268
)
 
n/a

 
(268
)
 
—

General and administrative expenses
 
1,378

 
1,699

 
(321
)
 
(19
)%
 
n/a

 
n/a

Foreign currency transaction loss (gain), net
 
2,426

 
(2,340
)
 
4,766

 
(204
)%
 
n/a

 
n/a

Depreciation and amortization
 
15,307

 
12,091

 
3,216

 
27
 %
 
3,677

 
(461
)
Interest expense
 
10,324

 
7,185

 
3,139

 
44
 %
 
n/a

 
n/a

Equity in loss of unconsolidated joint venture
 
(1,622
)
 
(152
)
 
(1,470
)
 
967
 %
 
—

 
(1,470
)
Gain on sale of real estate
 
34,028

 
—

 
34,028

 
n/a

 
34,028

 
—

_____________________
(1) Represents the dollar amount increase (decrease) for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 related to real estate and real estate-related investments acquired, originated, repaid or disposed on or after April  1,  2016 .
(2) Represents the dollar amount increase (decrease) for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 with respect to real estate and real estate-related investments owned by us during the entirety of both periods presented.

36
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Rental income and tenant reimbursements increased from $24.6 million and $4.8 million , respectively, for the three months ended June 30, 2016 to $31.7 million and $6.5 million , respectively, for the three months ended June 30, 2017 , primarily as a result of the growth in our real estate portfolio and an increase in annualized base rent per square foot related to our properties held throughout both periods. Annualized base rent per square foot increased from $21.22 as of June 30, 2016 to $21.71 as of June 30, 2017 related to properties (excluding apartments) held throughout both periods. The occupancy of our office and retail properties, collectively, held throughout both periods remained consistent at 84% as of June 30, 2016 and June 30, 2017 and the occupancy of our apartment properties, collectively, held throughout both periods increased from 92% as of June 30, 2016 to 96% as of June 30, 2017 . We expect rental income and tenant reimbursements to increase in future periods as a result of owning real estate acquired in 2017 for an entire period, future acquisitions of real estate and leasing additional space but to decrease to the extent we dispose of properties.
Property operating costs and real estate taxes and insurance increased from $9.3 million and $4.0 million , respectively, for the three months ended June 30, 2016 to $11.3 million and $5.4 million , respectively, for the three months ended June 30, 2017 , primarily as a result of the growth in our real estate portfolio, increase in assessed property values and inflation. We expect property operating costs and real estate taxes and insurance to increase in future periods as a result of owning real estate acquired in 2017 for an entire period, future acquisitions of real estate, increasing occupancy of our real estate assets and inflation but to decrease to the extent we dispose of properties.
Asset management fees increased from $2.2 million for the three months ended June 30, 2016 to $2.9 million for the three months ended June 30, 2017 primarily as a result of the growth in our real estate portfolio. We expect asset management fees to increase in future periods as a result of owning real estate-related investments acquired in 2017 for an entire period, future acquisitions of real estate and capital expenditures but to decrease to the extent we dispose of properties. All asset management fees incurred as of June 30, 2017 have been paid.
Real estate acquisition fees and expenses to affiliates and non-affiliates were $1.5 million for the three months ended June 30, 2016 . During the three months ended June 30, 2017 , we did not acquire any investments accounted for as a business combination. During the three months ended June 30, 2017 , we acquired $38.6 million in shares of real estate equity securities and capitalized an aggregate of $0.4 million in acquisition fees and expenses related to the investment in real estate equity securities. During the three months ended June 30, 2016 , we acquired one real estate property for $125.8 million accounted for as a business combination. We expect real estate acquisition fees and expenses to vary in future periods based upon acquisition activity.
General and administrative expenses decreased from $1.7 million for the three months ended June 30, 2016 to $1.4 million for the three months ended June 30, 2017 , primarily due to a reimbursement of $0.4 million for expenses incurred to evaluate certain strategic transactions for which our advisor agreed to reimburse us. We expect general and administrative expenses to fluctuate based on investment and disposition activity, as well as costs incurred to evaluate strategic alternatives.
We recognized $2.3 million of foreign currency transaction gain, net, for the three months ended June 30, 2016 and $2.4 million of foreign currency transaction loss, net, for the three months ended June 30, 2017 related to the Series A debentures issued in Israel. These debentures are denominated in Israeli new Shekels and we expect to recognize foreign transaction gains and losses based on changes in foreign currency exchange rates, but expect our exposure to be limited to the extent that we have entered into a foreign currency collar or hedge. For the three months ended June 30, 2017 , the foreign currency transaction loss, net, consists of $10.2 million of foreign currency transaction loss, partially offset by a $7.8 million gain related to our foreign currency collars.
Depreciation and amortization increased from $12.1 million for the three months ended June 30, 2016 to $15.3 million for the three months ended June 30, 2017 , primarily as a result of the growth in our real estate portfolio. We expect depreciation and amortization to increase in future periods as a result of owning real estate acquired in 2017 for an entire period and future acquisitions of real estate properties, but to decrease as a result of amortization of tenant origination costs related to lease expirations and disposition of properties.
Interest expense increased from $7.2 million for the three months ended June 30, 2016 to $10.3 million for the three months ended June 30, 2017 , primarily due to increased borrowings as a result of acquisition activity. Excluded from interest expense was $0.6 million and $0.5 million of interest capitalized to our investments in undeveloped land during the three months ended June 30, 2017 and 2016 , respectively. Our interest expense in future periods will vary based on interest rate fluctuations, the amount of interest capitalized and our level of future borrowings, which will depend on the availability and cost of debt financing and the opportunity to acquire real estate and real estate-related investments meeting our investment objectives.

37
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Equity in loss of unconsolidated joint venture increased from $0.2 million for the three months ended June 30, 2016 to $1.6 million for the three months ended June 30, 2017 , primarily due to increased interest expense as a result of increased borrowings associated with the 110 William Joint Venture refinancing of its mortgage loans on March 6, 2017.
During the three months ended June 30, 2016 , we had no dispositions. During the three months ended June 30, 2017 ,we sold one office property and 102 acres of undeveloped land that resulted in a gain on sale of $34.0 million . We recognized a gain on sale of $29.4 million related to the disposition of the office property. We recognized a gain on sale related to the disposition of the undeveloped land based on the percentage of completion method due to our continuing development obligations to the purchasers. We recognized a gain on sale of $4.6 million related to the land sale, which is net of deferred profit of $3.3 million . In addition, we deferred $1.7 million related to proceeds received from the purchasers and another developer for the value of land that was contributed to a master association that we consolidated.
Comparison of the six months ended June 30, 2017 versus the six months ended June 30, 2016
The following table provides summary information about our results of operations for the six months ended June 30, 2017 and 2016 (dollar amounts in thousands):
 
 
Six Months Ended June 30,
 
Increase (Decrease)
 
Percentage Change
 
$ Change Due to Acquisitions/ Originations/ Dispositions (1)
 
$ Change Due to 
Investments Held Throughout
Both Periods (2)
 
 
2017
 
2016
 
 
 
 
Rental income
 
$
62,350

 
$
47,417

 
$
14,933

 
31
 %
 
$
13,318

 
$
1,615

Tenant reimbursements
 
12,094

 
9,582

 
2,512

 
26
 %
 
1,651

 
861

Other operating income
 
2,540

 
1,578

 
962

 
61
 %
 
66

 
896

Interest income from real estate debt securities
 
760

 
—

 
760

 
n/a

 
760

 
—

Dividend income from real estate equity securities
 
489

 
—

 
489

 
n/a

 
489

 
—

Interest income from real estate loan receivable
 
—

 
3,655

 
(3,655
)
 
n/a

 
(3,655
)
 
—

Operating, maintenance, and management costs
 
22,207

 
18,823

 
3,384

 
18
 %
 
3,950

 
(566
)
Real estate taxes and insurance
 
10,152

 
7,903

 
2,249

 
28
 %
 
1,890

 
359

Asset management fees to affiliate
 
5,603

 
4,293

 
1,310

 
31
 %
 
1,229

 
81

Real estate acquisition fees to affiliate
 
—

 
1,274

 
(1,274
)
 
n/a

 
(1,274
)
 
—

Real estate acquisition fees and expenses
 
—

 
268

 
(268
)
 
n/a

 
(268
)
 
—

General and administrative expenses
 
3,123

 
2,835

 
288

 
10
 %
 
n/a

 
n/a

Foreign currency transaction loss (gain), net
 
7,097

 
(2,037
)
 
9,134

 
(448
)%
 
n/a

 
n/a

Depreciation and amortization
 
29,908

 
23,099

 
6,809

 
29
 %
 
7,865

 
(1,056
)
Interest expense
 
19,709

 
12,362

 
7,347

 
59
 %
 
n/a

 
n/a

Income from unconsolidated joint venture
 
1,869

 
—

 
1,869

 
n/a

 
—

 
1,869

Equity in loss of unconsolidated joint venture
 
(1,776
)
 
(348
)
 
(1,428
)
 
410
 %
 
—

 
(1,428
)
Gain on sale of real estate
 
34,028

 
—

 
34,028

 
n/a

 
34,028

 
—

_____________________
(1) Represents the dollar amount increase (decrease) for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 related to real estate and real estate-related investments acquired, originated, repaid or disposed on or after January  1,  2016 .
(2) Represents the dollar amount increase (decrease) for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 with respect to real estate and real estate-related investments owned by us during the entirety of both periods presented.
Rental income and tenant reimbursements increased from $47.4 million and $9.6 million , respectively, for the six months ended June 30, 2016 to $62.4 million and $12.1 million , respectively, for the six months ended June 30, 2017 , primarily as a result of the growth in our real estate portfolio and an increase in annualized base rent per square foot related to our properties held throughout both periods. Annualized base rent per square foot increased from $21.22 as of June 30, 2016 to $21.71 as of June 30, 2017 related to properties (excluding apartments) held throughout both periods. The occupancy of our office and retail properties, collectively, held throughout both periods remained consistent at 84% as of June 30, 2016 and June 30, 2017 and the occupancy of our apartment properties, collectively, held throughout both periods increased from 92% as of June 30, 2016 to 96% as of June 30, 2017 . We expect rental income and tenant reimbursements to increase in future periods as a result of owning real estate acquired in 2017 for an entire period, future acquisitions of real estate and leasing additional space but to decrease to the extent we dispose of properties.

38
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Property operating costs and real estate taxes and insurance increased from $18.8 million and $7.9 million , respectively, for the six months ended June 30, 2016 to $22.2 million and $10.2 million , respectively, for the six months ended June 30, 2017 , primarily as a result of the growth in our real estate portfolio, increase in assessed property values and inflation. We expect property operating costs and real estate taxes and insurance to increase in future periods as a result of owning real estate acquired in 2017 for an entire period, future acquisitions of real estate, increasing occupancy of our real estate assets and inflation but to decrease to the extent we dispose of properties.
Asset management fees increased from $4.3 million for the six months ended June 30, 2016 to $5.6 million for the six months ended June 30, 2017 primarily as a result of the growth in our real estate portfolio. We expect asset management fees to increase in future periods as a result of owning real estate-related investments acquired in 2017 for an entire period, future acquisitions of real estate and capital expenditures but to decrease to the extent we dispose of properties. All asset management fees incurred as of June 30, 2017 have been paid.
Real estate acquisition fees and expenses to affiliates and non-affiliates were $1.5 million for the six months ended June 30, 2016 . During the six months ended June 30, 2017 , we did not acquire any investments accounted for as a business combination. During the six months ended June 30, 2017 , we acquired $38.6 million in shares of real estate equity securities and capitalized an aggregate of $0.4 million in acquisition fees and expenses related to the investment in real estate equity securities. During the six months ended June 30, 2016 , we acquired one real estate property for $125.8 million accounted for as a business combination. We expect real estate acquisition fees and expenses to vary in future periods based upon acquisition activity.
We recognized $2.0 million of foreign currency transaction gain, net, for the six months ended June 30, 2016 and $7.1 million of foreign currency transaction loss, net, for the six months ended June 30, 2017 related to the Series A debentures issued in Israel. These debentures are denominated in Israeli new Shekels and we expect to recognize foreign transaction gains and losses based on changes in foreign currency exchange rates, but expect our exposure to be limited to the extent that we have entered into a foreign currency collar or hedge. For the six months ended June 30, 2017 , the foreign currency transaction loss, net, consists of $26.1 million of foreign currency transaction loss, partially offset by a $19.0 million gain related to our foreign currency collars.
Depreciation and amortization increased from $23.1 million for the six months ended June 30, 2016 to $29.9 million for the six months ended June 30, 2017 , primarily as a result of the growth in our real estate portfolio. We expect depreciation and amortization to increase in future periods as a result of owning real estate acquired in 2017 for an entire period and future acquisitions of real estate properties, but to decrease as a result of amortization of tenant origination costs related to lease expirations and disposition of properties.
Interest expense increased from $12.4 million for the six months ended June 30, 2016 to $19.7 million for the six months ended June 30, 2017 , primarily due to increased borrowings as a result of our bond offering and acquisition activity. Excluded from interest expense was $1.1 million and $1.0 million of interest capitalized to our investments in undeveloped land during the six months ended June 30, 2017 and 2016 , respectively. Our interest expense in future periods will vary based on interest rate fluctuations, the amount of interest capitalized and our level of future borrowings, which will depend on the availability and cost of debt financing and the opportunity to acquire real estate and real estate-related investments meeting our investment objectives.
During the six months ended June 30, 2017 , we received a distribution of $2.9 million related to our investment in the NIP Joint Venture consisting of $1.9 million of income distributions and $1.0 million of return of capital from the NIP Joint Venture. During the six months ended June 30, 2016 , we did not receive any distributions related to our investment in the NIP Joint Venture.
Equity in loss of unconsolidated joint venture increased from $0.3 million for the six months ended June 30, 2016 to $1.8 million for the six months ended June 30, 2017 , primarily due to increased interest expense as a result of increased borrowings associated with the 110 William Joint Venture refinancing of its mortgage loans on March 6, 2017.

39
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

During the six months ended June 30, 2016 , we had no dispositions. During the six months ended June 30, 2017 ,we sold one office property and 102 acres of undeveloped land that resulted in a gain on sale of $34.0 million . We recognized a gain on sale of $29.4 million related to the disposition of the office property. We recognized a gain on sale related to the disposition of the undeveloped land based on the percentage of completion method due to our continuing development obligations to the purchasers. We recognized a gain on sale of $4.6 million related to the land sale, which is net of deferred profit of $3.3 million . In addition, we deferred $1.7 million related to proceeds received from the purchasers and another developer for the value of land that was contributed to a master association that we consolidated.
Funds from Operations, Modified Funds from Operations and Adjusted Modified Funds from Operations
We believe that funds from operations (“FFO”) is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. FFO represents net income, excluding gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated partnerships and joint ventures. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and provides a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.
Changes in accounting rules have resulted in a substantial increase in the number of non-operating and non-cash items included in the calculation of FFO. As a result, our management also uses modified funds from operations (“MFFO”) as an indicator of our ongoing performance as well as our dividend sustainability. MFFO excludes from FFO: acquisition fees and expenses (to the extent that such fees and expenses have been recorded as operating expenses); adjustments related to contingent purchase price obligations; amounts relating to straight-line rents and amortization of above- and below-market intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; amortization of closing costs relating to debt investments; impairments of real estate-related investments; mark-to-market adjustments included in net income; and gains or losses included in net income for the extinguishment or sale of debt or hedges. We compute MFFO in accordance with the definition of MFFO included in the practice guideline issued by the Investment Program Association (“IPA”) in November 2010 as interpreted by management. Our computation of MFFO may not be comparable to other REITs that do not compute MFFO in accordance with the current IPA definition or that interpret the current IPA definition differently than we do.
In addition, our management uses an adjusted MFFO (“Adjusted MFFO”) as an indicator of our ongoing performance as well as our dividend sustainability. Adjusted MFFO provides adjustments to reduce MFFO related to operating expenses that are capitalized with respect to certain of our investments in undeveloped land. 
We believe that MFFO and Adjusted MFFO are helpful as measures of ongoing operating performance because they exclude costs that management considers more reflective of investing activities and other non-operating items included in FFO. Management believes that excluding acquisition costs, prior to our early adoption of ASU No. 2017-01 on January 1, 2017, from MFFO and Adjusted MFFO provides investors with supplemental performance information that is consistent with management’s analysis of the operating performance of the portfolio over time, including periods after our acquisition stage. MFFO and Adjusted MFFO also exclude non-cash items such as straight-line rental revenue.  Additionally, we believe that MFFO and Adjusted MFFO provide investors with supplemental performance information that is consistent with the performance indicators and analysis used by management, in addition to net income and cash flows from operating activities as defined by GAAP, to evaluate the sustainability of our operating performance.  MFFO provides comparability in evaluating the operating performance of our portfolio with other non-traded REITs which typically have limited lives with short and defined acquisition periods and targeted exit strategies.  MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

40
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

FFO, MFFO and Adjusted MFFO are non-GAAP financial measures and do not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO, MFFO and Adjusted MFFO include adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization and the other items described above. Accordingly, FFO, MFFO and Adjusted MFFO should not be considered as alternatives to net income as an indicator of our current and historical operating performance. In addition, FFO, MFFO and Adjusted MFFO do not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an indication of our liquidity. We believe FFO, MFFO and Adjusted MFFO, in addition to net income and cash flows from operating activities as defined by GAAP, are meaningful supplemental performance measures.
Although MFFO includes other adjustments, the exclusion of straight-line rent, the amortization of above- and below-market leases, the amortization of discounts and closing costs, mark to market foreign currency transaction adjustment and acquisition fees and expenses (as applicable) are the most significant adjustments for the periods presented.  We have excluded these items based on the following economic considerations:
•
Adjustments for straight-line rent.  These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease.  We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, while also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period;
•
Amortization of above- and below-market leases.   Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue.  Since market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate;
•
Amortization of discounts and closing costs.   Discounts and closing costs related to debt investments are amortized over the term of the loan as an adjustment to interest income.  This application results in income recognition that is different than the underlying contractual terms of the debt investments.  We have excluded the amortization of discounts and closing costs related to our debt investments in our calculation of MFFO to more appropriately reflect the economic impact of our debt investments, as discounts will not be economically recognized until the loan is repaid and closing costs are essentially the same as acquisition fees and expenses on real estate (discussed below).  We believe excluding these items provides investors with a useful supplemental metric that directly addresses core operating performance;
•
Mark-to-market foreign currency transaction adjustments. The U.S. dollar is our functional currency. Transactions denominated in currency other than our functional currency are recorded upon initial recognition at the exchange rate on the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are remeasured at each reporting date into the foreign currency at the exchange rate on that date. In addition, we have entered into foreign currency collars that results in a foreign currency transaction adjustment. These amounts can increase or reduce net income. We exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis; and
•
Acquisition fees and expenses.  Prior to our early adoption of ASU No. 2017-01 on January 1, 2017, acquisition fees and expenses related to the acquisition of real estate were generally expensed.  Although these amounts reduce net income, we exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis.  Additionally, acquisition fees and expenses have been funded from the proceeds from our now-terminated initial public offering and debt financings and not from our operations.  We believe this exclusion is useful to investors as it allows investors to more accurately evaluate the sustainability of our operating performance.
Adjusted MFFO includes adjustments to reduce MFFO related to real estate taxes, property insurance and financing costs which are capitalized with respect to certain of our investments in undeveloped land.  We have included adjustments for the costs incurred necessary to bring these investments to their intended use, as these costs are recurring operating costs that are capitalized in accordance with GAAP and not reflected in our net income (loss), FFO and MFFO.   

41
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT, is presented in the following table, along with our calculations of MFFO and Adjusted MFFO, for the three and six months ended June 30, 2017 and 2016 (in thousands). No conclusions or comparisons should be made from the presentation of these periods.
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net income (loss) attributable to common stockholders
$
23,846

 
$
(1,959
)
 
$
14,754

 
$
(6,853
)
Depreciation of real estate assets
8,789

 
6,991

 
17,296

 
13,465

Amortization of lease-related costs
6,518

 
5,100

 
12,612

 
9,634

Gain on sale of real estate
(34,028
)
 
—

 
(34,028
)
 
—

Adjustments for noncontrolling interests - consolidated entities (1)
(137
)
 
(123
)
 
(257
)
 
(250
)
Adjustments for investment in unconsolidated entity  (2)
2,639

 
1,899

 
4,589

 
3,782

FFO attributable to common stockholders
7,627

 
11,908

 
14,966

 
19,778

Straight-line rent and amortization of above- and below-market leases
(1,588
)
 
(680
)
 
(3,407
)
 
(1,424
)
Amortization of discounts and closing costs
(279
)
 
—

 
(348
)
 
—

Real estate acquisition fees to affiliate
—

 
1,274

 
—

 
1,274

Real estate acquisition fees and expenses
—

 
268

 
—

 
268

Amortization of net premium/discount on bond and notes payable
12

 
8

 
23

 
17

Unrealized loss on derivative instruments
31

 
—

 
88

 
—

Mark-to-market foreign currency transaction loss (gain), net
2,426

 
(2,340
)
 
7,097

 
(2,037
)
Adjustments for noncontrolling interests - consolidated entities (1)
(10
)
 
(5
)
 
(23
)
 
(9
)
Adjustments for investment in unconsolidated entity (2)
(475
)
 
(1,189
)
 
(1,674
)
 
(2,339
)
MFFO attributable to common stockholders
7,744

 
9,244

 
16,722

 
15,528

Other capitalized operating expenses (3)
(659
)
 
(572
)
 
(1,308
)
 
(1,177
)
Adjustments for noncontrolling interests - consolidated entities (1)
—

 
—

 
—

 
61

Adjusted MFFO attributable to common stockholders
$
7,085

 
$
8,672

 
$
15,414

 
$
14,412

_____________________
(1) Reflects adjustments to eliminate the noncontrolling interest holders’ share of the adjustments to convert our net income (loss) attributable to common stockholders to FFO, MFFO and Adjusted MFFO.
(2) Reflects adjustments to add back our noncontrolling interest share of the adjustments to convert our net income (loss) attributable to common stockholders to FFO, MFFO and Adjusted MFFO for our equity investment in an unconsolidated joint venture.
(3) Reflects real estate taxes, property insurance and financing costs that are capitalized with respect to certain of our investments in undeveloped land.  During the periods in which we are incurring costs necessary to bring these investments to their intended use, certain normal recurring operating costs are capitalized in accordance with GAAP and not reflected in our net income (loss), FFO and MFFO.
FFO, MFFO and Adjusted MFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO, MFFO and Adjusted MFFO, such as tenant improvements, building improvements and deferred leasing costs. We expect FFO, MFFO and Adjusted MFFO to improve in future periods to the extent that we continue to lease up vacant space and acquire additional assets. We expect FFO, MFFO and Adjusted MFFO to decrease as a result of dispositions.
Distributions
Distributions declared, distributions paid and cash flows provided by operations were as follows for the first and second quarters of 2017 (in thousands, except per share amounts):
 
 
Distribution Declared
 
Distributions Declared Per Share
 
Distributions Paid
 
Cash Flows Provided by Operations
Period
 
 
 
Cash
 
Reinvested
 
Total
 
First Quarter 2017
 
$
5,247

 
$
0.092

 
$
2,323

 
$
2,924

 
$
5,247

 
$
3,391

Second Quarter 2017
 
5,298

 
0.093

 
2,405

 
2,893

 
5,298

 
9,466

 
 
$
10,545

 
$
0.185

 
$
4,728

 
$
5,817

 
$
10,545

 
$
12,857

On March 9, 2017 , our board of directors authorized a distribution in the amount of $0.09246575 per share of common stock to stockholders of record as of the close of business on March 13, 2017 . We paid this distribution on March 16, 2017 and this was the only distribution declared and paid during the first quarter of 2017 .

42
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

On June 6, 2017 , our board of directors authorized a distribution in the amount of $0.09349315 per share of common stock to stockholders of record as of the close of business on June 12, 2017 . We paid this distribution on June 15, 2017 and this was the only distribution declared and paid during the second quarter of 2017 .
For the six months ended June 30, 2017 , we paid aggregate distributions of $10.5 million , including $4.7 million of distributions paid in cash and $5.8 million of distributions reinvested through our dividend reinvestment plan. Our net income attributable to common stockholders for the six months ended June 30, 2017 was $14.8 million and our cash flows provided by operations were $12.9 million . Our cumulative distributions paid and net loss attributable to common stockholders from inception through June 30, 2017 were $115.3 million and $42.7 million , respectively. We have funded our cumulative distributions, which includes net cash distributions and distributions reinvested by stockholders, with proceeds from debt financing of $18.7 million , proceeds from the dispositions of property of $13.7 million and cash provided by operations of $82.9 million . To the extent that we pay distributions from sources other than our cash flow from operations or gains from asset sales, we will have fewer funds available for investment in real estate-related loans, opportunistic real estate, real estate-related debt securities and other real estate-related investments, the overall return to our stockholders may be reduced and subsequent investors may experience dilution.
Critical Accounting Policies
Our consolidated interim financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC. There have been no significant changes to our policies during 2017 , except for the adoption of ASU No. 2017-01 on January 1, 2017 and the addition of an accounting policy with respect to real estate equity securities.
Real Estate Equity Securities
We determine the appropriate classification for real estate equity securities at acquisition (on the trade date) and reevaluate such designation as of each balance sheet date. As of June 30, 2017 , we classified our investment in real estate equity securities as available-for-sale as we intend to hold the securities for the purpose of collecting dividend income and for longer term price appreciation. These investments are carried at their estimated fair value based on quoted market prices for the security. Transaction costs that are directly attributable to the acquisition of real estate equity securities are capitalized to its cost basis. Unrealized gains and losses are reported in accumulated other comprehensive income (loss). Upon the sale of a security, the previously recognized unrealized gain (loss) would be reversed out of accumulated other comprehensive income (loss) and the actual realized gain (loss) recognized in earnings. Dividend income is recognized on an accrual basis based on eligible shares as of the ex-dividend date.
Any non-temporary decline in the market value of an available-for-sale real estate equity security below cost results in a reduction in the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the real estate equity security is established. When a real estate equity security is impaired, we consider whether we have the ability and intent to hold the investment for a time sufficient to allow for any anticipated recovery in market value and consider whether evidence indicating the cost of the investment being recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to period end and forecasted performance of the investee.

43
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Subsequent Events
We evaluate subsequent events up until the date the consolidated financial statements are issued.
Sale of Partial Interest of Real Estate Subsequent to June 30, 2017
353 Sacramento
On July 6, 2017, KBS SOR Properties, LLC, our indirect wholly owned affiliate, entered into (i) a Common Unit Purchase and Sale Agreement and Escrow Instructions with Migdal Insurance Company LTD., Migdal-Makefet Pension and Provident Funds LTD. and affiliates (the “Migdal Members”) (the “Purchase and Sale Agreement”), (ii) the Amended and Restated Limited Liability Company Agreement of KBS SOR Acquisition XXIX, LLC (the “Joint Venture Agreement”), (iii) a Investment Agreement with Migdal Members and Willowbrook Asset Management LLC, which is owned by Keith D. Hall and Peter McMillan III, who are principals of the Advisor and directors and officers of us (“WBAM”), and (iv) a waiver letter agreement with our advisor (the “Waiver Agreement”).
Pursuant to the Purchase and Sale Agreement, on July 6, 2017, KBS SOR Properties, LLC sold a 45% equity interest in an entity that owns an office building containing 284,751 rentable square feet located on approximately 0.35 acres of land in San Francisco, California (“353 Sacramento”) for approximately $39.1 million (the “353 Sacramento Transaction”) to the Migdal Members, third parties unaffiliated with us or our advisor. The sale resulted in 353 Sacramento being owned by a joint venture (the “Joint Venture”) in which we indirectly own 55% of the equity interests and the Migdal Members indirectly own 45% in the aggregate of the equity interests.
The Joint Venture will be managed by a three-person board of directors whom we will appoint. Major decisions will require the consent of the board of directors and a board representative appointed by the Migdal Members. After July 6, 2019, we will have the ability to force a sale of 353 Sacramento if there is a deadlock between the Joint Venture’s board and the Migdal Members’s board representative with respect to certain major decisions. Our right to transfer our interest in the Joint Venture is limited until July 6, 2019; thereafter, the Migdal Members will generally have the right to sell their interests to any buyer of our interest.
The Migdal Members, which are separate-account clients of WBAM, will pay an acquisition fee and an asset management fee to be split 50/50 between WBAM and us. The gross acquisition fee is equal to 0.5% of the Migdal Members’ aggregate pro rata share of the total equity cost basis of the property, which amounts to approximately $0.2 million to WBAM and $0.2 million to us, prior to considering the impact of a third-party broker commission being paid, which will reduce the acquisition fee pro rata. In addition, the Migdal Members would be required to pay a promote, ranging from 20% to 30% of excess distributions from the Migdal Members, if certain return thresholds are reached. All of the promote payments would be paid to us until we have realized a 13.6% internal rate of return on our investment in 353 Sacramento, at which point the remainder of the promote would be paid to WBAM.
Pursuant to the Waiver Agreement, our advisor waived any right it may have had to receive a disposition fee in connection with the 353 Sacramento Transaction and also waived its rights to future acquisition fees in an amount equal to 45% of the acquisition fees paid to our advisor in connection with our original purchase of 353 Sacramento in July of 2016.

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Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 3.
Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity, fund distributions and to fund the refinancing of our real estate investment portfolio and operations. We may also be exposed to the effects of changes in interest rates as a result of the acquisition and origination of mortgage, mezzanine, bridge and other loans and the acquisition of real estate securities. We are also exposed to the effects of foreign currency changes in Israel with respect to the 4.25% bonds issued to investors in Israel in March 2016. Our profitability and the value of our investment portfolio may be adversely affected during any period as a result of interest rate changes and foreign currency changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We may manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that floating rate exposure is kept at an acceptable level. In addition, we may utilize a variety of financial instruments, including interest rate caps, floors, and swap agreements, in order to limit the effects of changes in interest rates on our operations. In order to limit the effects of changes in foreign currency on our operations, we may utilize a variety of foreign currency hedging strategies such as cross currency swaps, forward contracts, puts or calls. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for payments to holders of our common stock and that the losses may exceed the amount we invested in the instruments. Additionally, certain of these strategies may cause us to fund a margin account periodically to offset changes in foreign currency rates which may also reduce the funds available for payments to holders of our common stock.
As of June 30, 2017 , we had entered into four foreign currency collars to hedge against a change in the exchange rate of the Israeli new Shekel versus the U.S. Dollar. The foreign currency collars expire in August 2017 and have an aggregate U.S. Dollar notional amount of $250.0 million. The foreign currency collars consist of purchased call options to buy Israeli new Shekels ranging from 3.6686 to 3.7245 and sold put options to sell the Israeli new Shekels ranging from 3.7695 to 3.826. The foreign currency collars are intended to permit us to exchange, on the settlement date of the collars and net of the effect of the collars, $250.0 million for an amount of Israeli new Shekels ranging from 923.1 million to 948.4 million.
As of June 30, 2017 , we held 0.2 million Israeli new Shekels and 21.8 million Israeli new Shekels in cash and restricted cash, respectively. In addition, as of June 30, 2017 , we had bonds outstanding and the related interest payable in the amounts of 970.2 million Israeli new Shekels and 13.7 million Israeli new Shekels, 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 six months ended June 30, 2017 , if foreign currency exchange rates were to increase or decrease by 10%, our net income would increase or decrease by approximately $25.1 million and $30.6 million for the same period, respectively. The foreign currency transaction income or loss as a result of the change in foreign currency exchange rates does not take into account any gains or losses on our foreign currency collars as a result of such change, which would reduce our foreign currency exposure.
We borrow funds at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. As of June 30, 2017 , the fair value of our KBS SOR (BVI) Holdings, Ltd. Series A Debentures was $289.3 million and the outstanding principal balance was $278.1 million . As of June 30, 2017 , excluding the KBS SOR (BVI) Holdings, Ltd. Series A Debentures, the fair value of our fixed rate debt was $32.7 million and the outstanding principal balance of our fixed rate debt was $31.1 million. The fair value estimate of our KBS SOR (BVI) Holdings, Ltd. Series A Debentures was calculated using the quoted bond price as of June 30, 2017 on the Tel Aviv Stock Exchange of 104.01 Israeli new Shekels. The fair value estimate of our fixed rate debt was calculated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated as of June 30, 2017 . As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting changes in fair value of our fixed rate instruments, would have a significant impact on our operations.
Conversely, movements in interest rates on variable rate debt and loans receivable would change our future earnings and cash flows, but would not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of floating rate instruments. As of June 30, 2017 , we were exposed to market risks related to fluctuations in interest rates on $735.5 million of variable rate debt outstanding. Based on interest rates as of June 30, 2017 , if interest rates were 100 basis points higher during the 12 months ending June 30, 2018 , interest expense on our variable rate debt would increase by $7.4 million and if interest rates were 100 basis points lower during the 12 months ending June 30, 2018 , interest expense on our variable rate debt would decrease by $7.3 million.

45
Table of Contents
PART I.
FINANCIAL INFORMATION (CONTINUED)
Item 3.
Quantitative and Qualitative Disclosures about Market Risk

The weighted-average interest rates of our fixed rate debt and variable rate debt as of June 30, 2017 were 4.3% and 3.4%, respectively. The interest rate and weighted-average interest rate represent the actual interest rate in effect as of June 30, 2017 (consisting of the contractual interest rate and the effect of contractual floor rates, if applicable), using interest rate indices as of June 30, 2017 where applicable.
Item 4.
Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents
PART II.
OTHER INFORMATION


Item 1.
Legal Proceedings
None.
Item 1A.
Risk Factors
Please see the risks discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
a)
During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933.
b)
Not applicable.
c)
We have adopted a share redemption program that may enable stockholders to sell their shares to us in limited circumstances.
Pursuant to the share redemption program there are several limitations on our ability to redeem shares:
•
Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), we may not redeem shares until the stockholder has held the shares for one year.
•
During any calendar year, we may redeem no more than 5% of the weighted-average number of shares outstanding during the prior calendar year.
•
We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.
•
In 2017, we may not redeem more than $3.0 million of shares in a given quarter (excluding shares redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”). To the extent that we redeem less than $3.0 million of shares (excluding shares redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”) in a given fiscal quarter, any remaining excess capacity to redeem shares in such fiscal quarter will be added to our capacity to otherwise redeem shares (excluding shares redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”) during succeeding fiscal quarters. The last $1.0 million of net proceeds from the dividend reinvestment plan during 2016 is reserved exclusively for shares redeemed in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” with any excess funds being available to redeem shares not requested in connection with a stockholder’s death, “qualifying disability or “determination of incompetence” during the December 2017 redemption date. We may increase or decrease this limit upon ten business days’ notice to stockholders. Our board of directors may approve an increase in this limit to the extent that we have received proceeds from asset sales or the refinancing of debt or for any other reason deemed appropriate by the board of directors.
We may amend, suspend or terminate the program upon 10 business days’ notice to our stockholders. We may provide notice to our stockholders by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders.

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Table of Contents
PART II.
OTHER INFORMATION (CONTINUED)
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds (continued)

During the six months ended June 30, 2017 , we fulfilled redemption requests eligible for redemption under our share redemption program and received in good order and funded redemptions under our share redemption program with the net proceeds from our dividend reinvestment plan and cash on hand. We redeemed shares pursuant to our share redemption program as follows:
Month
 
Total Number
of Shares Redeemed  
 
Average Price Paid
Per Share  (1)
 
Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program
January 2017
 
24,963

 
$
14.81

 
(2)  
February 2017
 
1,500

 
$
14.81

 
(2)  
March 2017
 
227,362

 
$
14.12

 
(2)  
April 2017
 
33,319

 
$
14.81

 
(2)  
May 2017
 
8,213

 
$
14.81

 
(2)  
June 2017
 
222,798

 
$
14.10

 
(2)  
Total
 
518,155

 
 
 
 
_____________________
(1) On December 8, 2016, our board of directors adopted a tenth amended and restated share redemption program (the “Tenth Amended Share Redemption Program”). Pursuant to the Tenth Amended Share Redemption Program, except for redemptions made upon a stockholder’s death, “qualifying disability” or “determination of incompetence,” the price at which we will redeem shares is 95% of our most recent estimated value per share as of the applicable redemption date.  The Tenth Amended Share Redemption Program was effective on December 30, 2016.
On December 8, 2016, our board of directors approved an estimated value per share of our common stock of $14.81, based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding as of September 30, 2016. The change in the redemption price became effective for the December 2016 redemption date and is effective until the estimated value per share is updated. We expect to engage KBS Capital Advisors and/ or an independent valuation firm to update our estimated value per share in December 2017.
(2) We limit the dollar value of shares that may be redeemed under the program as described above. During the six months ended June 30, 2017 , we redeemed $7.4 million of common stock, which represented all redemption requests received in good order and eligible for redemption through the June 2017 redemption date, except for the $36.2 million of shares in connection with redemption requests not made upon a stockholder’s death, “qualifying disability” or “determination of incompetence,” which redemption requests will be fulfilled subject to the limitations described above. Based on the amount of net proceeds raised from the sale of shares under the dividend reinvestment plan during 2016 , we have $5.2 million available for redemptions during the remainder of 2017 , subject to the limitations described above.
In addition to the redemptions under the share redemption program described above, during the six months ended June 30, 2017 , we repurchased an additional 10,845 shares of our common stock at $14.07 per share for an aggregate price of $0.2 million.
Item 3.
Defaults upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
None.
Item 5.
Other Information
None.

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Table of Contents
PART II.
OTHER INFORMATION (CONTINUED)
Item 6.
Exhibits

Ex.
 
Description
 
 
 
3.1
 
Second Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed February 4, 2010
 
 
 
3.2
 
Second Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 17, 2016
 
 
 
4.1
 
Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates), incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-11, Commission File No. 333-156633
 
 
 
4.2
 
Fifth Amended and Restated Dividend Reinvestment Plan, incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed May 14, 2015
 
 
 
10.1
 
Investment Agreement by and among Migdal Insurance Company Ltd., Migdal-Makefet Pension and Provident Funds Ltd, KBS SOR Properties, LLC, and Willowbrook Asset Management LLC, dated as of July 6, 2017
 
 
 
10.2
 
Letter Agreement by and between the Company and KBS Capital Advisors LLC, dated as of July 6, 2017
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
99.1
 
Tenth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed December 15, 2016
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase

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Table of Contents

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 thereunto duly authorized.
 
 
 
 
 
 
 
KBS STRATEGIC OPPORTUNITY REIT, INC.
 
 
 
 
Date:
August 11, 2017
By:
/S/ K EITH  D. H ALL        
 
 
 
Keith D. Hall
 
 
 
Chief Executive Officer and Director
 
 
 
(principal executive officer)
 
 
 
 
Date:
August 11, 2017
By:
/S/ J EFFREY  K. W ALDVOGEL        
 
 
 
Jeffrey K. Waldvogel
 
 
 
Chief Financial Officer, Treasurer and Secretary
 
 
 
(principal financial officer)

50


Exhibit 10.1
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (this “ Agreement ”) is made as of July 6, 2017 (the “ Effective Date ”) by and among MIGDAL INSURANCE COMPANY LTD. , an Israeli limited company (“ Migdal Insurance ”), and MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company (“ Migdal-Makefet ”), on behalf of each of (a) MAKEFET ISHIT , an Israeli pension fund managed by Migdal-Makefet, (b) MAKEFET MASHLIMA , an Israeli pension fund managed by Migdal-Makefet, (c) MIGDAL PROVIDENT FUND - BETWEEN 50 TO 60 YEARS OLD TRACK , an Israeli provident fund managed by Migdal-Makefet, (d) MIGDAL PROVIDENT FUND - UP TO 10% SHARES TRACK , an Israeli provident fund managed by Migdal-Makefet, and (e) MIGDAL PROVIDENT FUND - OVER 60 YEARS OLD TRACK , an Israeli provident fund managed by Migdal-Makefet (each individually, a “ Migdal Member ” and collectively, the “ Migdal Members ”), KBS SOR PROPERTIES, LLC , a Delaware limited liability company (the “ KBS Member ” and together with the Migdal Members, each a “ Member ” and collectively, the “ Members ”), and WILLOWBROOK ASSET MANAGEMENT LLC , a Delaware limited liability company (“ WBAM ” and, together with the KBS Member, the “ Service Providers ”).
R E C I T A L S
A.    Pursuant to that certain Common Unit Purchase and Sale Agreement, dated as of the Effective Date, by and between the KBS Member and the Migdal Members, the Migdal Members acquired 45% of the common units in KBS SOR Acquisition XXIX, LLC, a Delaware limited liability company (the “ Company ”).
B.    The KBS Member is the holder of the remaining 55% of the common units in the Company.
C.    The Company is the sole member of KBS SOR 353 Sacramento Street, LLC, a Delaware limited liability company (the “ Owner ”).
D.    The Owner is the owner of the real property commonly known as 353 Sacramento Street, San Francisco, California (the “ Property ”).
E.    The Company is governed by that certain Amended and Restated Limited Liability Company Agreement dated as of even date herewith (the “ LLC Agreement ”).
F.    In accordance with the LLC Agreement, the KBS Member appoints the three (3) regular members of the Board of the Company and such members of the Board are responsible for, among other things, (i) the day-to-day management and affairs of the Company, subject to certain limited major decision rights which require the consent of the Migdal Special Board Representative, (ii) the preparation of tax returns for the Company and (iii) the preparation of various reports requested by the Migdal Members, each in accordance with the terms and conditions of the LLC Agreement.
G.    Pursuant to Section 3.1 and Section 9.2 of the LLC Agreement, the Migdal Members will from time to time receive distributions from the Company with respect to their Common Units



(“ Migdal Distributions ”). In an effort to reward the KBS Member and WBAM for identifying the investment opportunity in the Company and the successful management and oversight of the Migdal Members’ investment in the Company, including the various responsibilities identified in Paragraph E above, the Migdal Members are willing to pay a portion of the Migdal Distributions to the KBS Member and WBAM if certain performance hurdles are achieved.
H.    Prior to the Effective Date, WBAM assisted the Migdal Members in identifying the investment opportunity in the Company and facilitated the Migdal Members’ acquisition of their respective ownership interests in the Company.
I.    The Migdal Members, the KBS Member and WBAM now desire to enter into this Agreement to evidence the terms and conditions pursuant to which the Migdal Members’ will pay a portion of the Migdal Distributions to the KBS Member and WBAM in connection with KBS Member’s and WBAM’s efforts and the Migdal Members’ continuing investment in the Company.
A G R E E M E N T S
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Migdal Members, jointly and severally, the KBS Member and WBAM hereby agree as follows:
1.     Recitals . The Recitals set forth above are hereby incorporated herein by reference as if the same were fully set forth herein.
2.     Definitions . Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the LLC Agreement.
3.     Calculation of Promote and Asset Management Fee . The Migdal Members shall, pro rata in accordance with their Percentage Interests, allocate and pay all or a portion of the Migdal Distributions to the KBS Member and WBAM and/or retain all or a portion of the Migdal Distributions in accordance with the following:
(a)      First, 100% of all Migdal Distributions shall be allocated and paid to the Service Providers until they have received cumulative distributions under this Section 3(a) in an amount equal to 0.32% per annum (accruing monthly) on 45% of the Cost Basis of the Property (defined below) (the “ Asset Management Fee ”);
(b)      Second, the Migdal Members shall retain all Migdal Distributions until the Migdal Members have achieved an aggregate IRR Return (defined below) of 9%;
(c)      Third, the Migdal Members shall retain 80% of all Migdal Distributions and 20% of such Migdal Distributions shall be allocated to the Service Providers until the Migdal Members have achieved an aggregate IRR Return of 13%;
(d)      Fourth, the Migdal Members shall retain 75% of all Migdal Distributions and 25% of such Migdal Distributions shall be allocated to the Service Providers until the Migdal Members have achieved an aggregate IRR Return of 15%; and

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(e)      Fifth, the Migdal Members shall retain 70% of all Migdal Distributions and 30% of such Migdal Distributions shall be allocated to the Service Providers.
(f)      The amounts allocated to the Service Providers pursuant to Section 3(a) above shall be paid fifty percent (50%) to the KBS Member and fifty percent (50%) to WBAM. The amounts allocated to the Service Providers pursuant to Section 3(c), (d) and (e) (the “ Promote ”) shall be paid to the KBS Member until the KBS Member has achieved an IRR Return of 13.60% and, thereafter, the remainder of the Promote shall be distributed to WBAM; provided , that for all U.S. federal income tax purposes such amounts shall be deemed distributed and/or paid by the Company to the Migdal Members pro rata in accordance with each Migdal Member’s respective Common Units and then paid by the Migdal Members to the KBS Member or WBAM, as applicable.
As used herein the term “Cost Basis of the Property” means the total acquisition cost of the Property plus any future capital expenditures, tenant improvements and leasing commissions. The initial Cost Basis of the Property as of the Effective Date is $174,369,057.00.
As used herein the term “ IRR Return ” means the annual discount rate that when compounded monthly results in a net present value equal to zero when the discount rate is applied (i) with respect to the Migdal Members, to all Capital Contributions by the Migdal Members under the LLC Agreement and all Migdal Distributions, and (ii) with respect to the KBS Member, to all Capital Contributions by the KBS Member under the LLC Agreement and the cumulative amount of all distributions made by the Company to the KBS Member pursuant to the LLC Agreement and pursuant to Section 3 of this Agreement. The IRR Return shall be calculated using the XIRR function provided in Microsoft Office Excel or any replacement software issued by Microsoft to compute internal rate of return. It is understood by the Migdal Members and the KBS Member that the achievement of a particular IRR Return requires both a return of all Capital Contributions plus a cumulative return on such Capital Contributions as the applicable percentage IRR Return.
4.     Reporting . The Service Providers shall cause to be prepared and delivered to the Migdal Members an Aggregated Quarterly Asset Management Fee and Promote Report in the format attached as Schedule A within sixty (60) days after the end of each calendar quarter and ninety (90) days after year end.
5.     Term; Assignment . This Agreement is binding upon each of the Migdal Members’ successors and assigns. The obligation of each Migdal Member to pay its pro rata portion of the Asset Management Fee and the Promote pursuant to this Agreement shall continue for so long as such Migdal Member or its successors and assigns own any Common Units in the Company. Prior to, and as a condition of, any transfer of any of the Common Units of the Company by a Migdal Member, such Migdal Member shall cause its proposed transferee to assume its obligations hereunder in writing.


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6.     Continuing Cooperation . If reasonably requested by the Migdal Members, WBAM shall respond to questions and provide advice to the Midgal Members in a commercially reasonable manner, with respect to the investment in the Company and the ongoing business of the Property or the Owner.
7.     No Agency or Joint Venture . Nothing in this Agreement shall be construed as (a) giving WBAM any rights as a member or partner in or owner of the business of the Company, the Owner or any Member, as applicable, or (b) giving WBAM any authority to bind any of the Members. In addition, nothing in this Agreement shall give WBAM any right or authority to undertake actions or decisions on behalf of any of the Members.
8.     Confidentiality .
(a)      Each party hereto agrees not to disclose or permit the disclosure of any of the terms of this Agreement or of any other confidential, non‑public or proprietary information relating to the Property, the Owner or the business of the Company (collectively, “ Confidential Information ”); provided that such disclosure may be made (a) to any Person who is a member, partner, manager, officer, investor, director or employee, directly or indirectly, of such party or counsel to, or accountants of, such party solely for their use and on a need-to-know basis; provided that such Persons are notified of the Member’s confidentiality obligations hereunder, (b) with the prior consent of the KBS Member and the Migdal Members, in accordance with the LLC Agreement, (c) subject to Section 8(b) below, pursuant to a subpoena, order issued or examination by a court, arbitrator or governmental body, agency or official, (d) to any lender providing financing to the Company or to the Owner, (e) to any governmental or regulatory authority, body or agency pursuant to applicable laws, rules or regulations as reasonably determined by such Member, or (f) pursuant to any regulatory requirement. Notwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair any Member’s (or any Member’s Affiliate’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating such Member or its Affiliates, (b) in connection with any filings (including any amendment or supplement to any S‑11 filing) with governmental agencies (including the United States Securities and Exchange Commission or any regulatory agency or body in Israel such as the Israel Securities Authority) by any Member or any other Person holding an interest (direct or indirect) in such Member, and (c) to any broker/dealers in such Member’s or any other Person’s broker/dealer network and any of the Member’s or such Person’s investors.
(b)      In the event that a party hereto shall receive a request to disclose any Confidential Information under a subpoena or order issued or examination by a court, arbitrator or governmental body, agency or official, such party shall to the extent legally practicable (a) promptly notify the other parties hereto, (b) consult with the other parties hereto on the advisability of taking steps to resist or narrow such request, and (c) if disclosure is required or deemed advisable, reasonably cooperate with the KBS Member and the Migdal Members in any attempt it may make to obtain an order or other assurance that confidential treatment will be accorded the Confidential Information that is disclosed.

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9.     Notices . Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if delivered by (i) personal delivery to the intended recipient, (ii) established overnight commercial courier with delivery charges prepaid or duly charged, (iii) by registered or certified mail (return receipt requested, first-class postage prepaid), or (iv) by facsimile transmission or electronic mail transmission in a “PDF” format (provided an original is sent concurrently by one of the other methods of delivery permitted herein) to the intended recipient at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified in a written notice to the sender given in accordance with the requirements of this Section 9 . Any such notice, request or demand given by the methods provided in clauses (i) – (iii) above shall be deemed given upon actual receipt (or refusal of delivery), and any such notice, request or demand given by the method provided in clause (iv) above shall be deemed received upon “answer back confirmation” received by the sender.:
Migdal Members:
[Name of Migdal Member]
c/o Migdal Group
4 Efa’l Street
Petah Tikvah, Israel 4951104
Attention: Jonathan Ross
Telephone No: + 972 76 886 8532
Email: jonathan@migdal.co.il
with a copy to:
Herrick, Feinstein LLP
2 Park Avenue
New York, New York 10016
Attention:    Sheldon Chanales, Esq.
Telephone:    (212) 592-1472
Fax:        (212) 545-3313
Email:        schanales@herrick.com

KBS Member:
KBS SOR Acquisition XXIX, LLC
c/o KBS Capital Advisors, LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention:     Brian Ragsdale
Telephone:     (949) 797-0305
Fax:         (949) 417-6501
E-Mail:     bragsdale@kbs.com

with a copy to:
KBS Capital Advisors LLC
11150 Santa Monica Boulevard, Suite 400
Los Angeles, California 90025
Attention:    Michael Potter
Telephone:    (424) 208-8104
Fax:        (310) 432-2119
Email:        mpotter@kbs.com

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and to:
Sheppard Mullin Richter & Hampton LLP
650 Town Center Drive, 4 th Floor
Costa Mesa, California 92626
Attention:    Scott A. Morehouse, Esq.
Telephone:    (714) 424-2865
Fax:        (714) 428-5995
Email:        smorehouse@sheppardmullin.com

WBAM:
Willowbrook Asset Management LLC
11150 Santa Monica Blvd., Suite 400
Los Angeles, California 90025
Attention:    Keith Hall
Fax:        (310) 432-2119
Email:        khall@kbs.com

with a copy to:
Sheppard Mullin Richter & Hampton LLP
650 Town Center Drive, 4 th Floor
Costa Mesa, California 92626
Attention:    Scott A. Morehouse, Esq.
Telephone:    (714) 424-2865
Fax:        (714) 428-5995
Email:        smorehouse@sheppardmullin.com
Notice will be deemed delivered three (3) days after postmark if sent by certified mail and one (1) day after the delivery if sent by overnight courier. Whenever this Agreement requires that notice be provided to the Migdal Members or any Migdal Member, any notice provided to Migdal Insurance in accordance with this Section 9 shall be deemed to have also been provided to each Migdal Member.
10.      Amendment . This Agreement may be amended only by an instrument in writing executed by all parties to this Agreement.
11.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law rules thereof.
12.      Severability . The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.
13.      Waiver . No action taken pursuant to this Agreement including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as waiver of any preceding or succeeding breach, and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the

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same at any subsequent time or times hereunder. Any waiver shall be in writing, signed by the waiving party.
14.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, representatives, successors and permitted assigns.
15.      Interpretation . This Agreement shall be construed reasonably to carry out its intent without presumption against or in favor of either party. If any provision hereof shall be declared invalid by any court or in any administrative proceeding, then the provisions of this Agreement shall be construed in such manner so as to preserve the validity hereof and the substance of the transaction herein contemplated to the extent possible. The captions on paragraphs are provided for purposes of convenience and are not intended to limit, define the scope of or aid in interpretation of any of the provisions hereof.
16.      Waiver of Jury Trial . To the extent permitted by applicable law, the parties hereby waive any right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
17.      Several Liability; Limited Liability . The obligations of the Migdal Members are several, but not joint, with respect to each Migdal Member. The obligations of each Migdal Member arising by virtue of this Agreement shall be limited to the interest of such Migdal Member in the Company and resort shall not be had to any other assets of such Migdal Member, its agents, representatives or employees. Neither the individual members, managers, employees or agents of any Migdal Member, nor the shareholders, officers, directors, employees or agents of any of them shall be personally liable under this Agreement.
18.      Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
19.      Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. A counterpart of this Agreement that is signed by one party to this Agreement and scanned and forwarded by email in PDF format or telecopied to the other parties to this Agreement or their counsel (i) shall have the same effect as an original signed counterpart of this Agreement, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Agreement.

[remainder of page intentionally left blank]


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IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the date and year first above written.
“MIGDAL MEMBERS” :

MIGDAL INSURANCE COMPANY LTD. ,
an Israeli limited company


By:     /s/ Ofer Eliahu            
Ofer Eliahu
    CEO


By:     /s/ Asaf Shoam            
Asaf Shoam
    CIO

MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company, on behalf of MAKEFET ISHIT , an Israeli pension fund managed by MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company


By:     /s/ Ofer Eliahu            
Ofer Eliahu
    Chairman


By:     /s/ Asaf Shoam            
Asaf Shoam
    CIO

MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company, on behalf of MAKEFET MASHLIMA , an Israeli pension fund managed by MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company

By:     /s/ Ofer Eliahu            
Ofer Eliahu
    Chairman


By:     /s/ Asaf Shoam            
Asaf Shoam
    CIO
[ Signatures continue on next page. ]



MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company, on behalf of MIGDAL PROVIDENT FUND - BETWEEN 50 TO 60 YEARS OLD TRACK , an Israeli provident fund managed by MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company


By:     /s/ Ofer Eliahu            
Ofer Eliahu
    Chairman


By:     /s/ Asaf Shoam            
Asaf Shoam
    CIO

MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company, on behalf of MIGDAL PROVIDENT FUND - UP TO 10% SHARES TRACK , an Israeli provident fund managed by MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company


By:     /s/ Ofer Eliahu            
Ofer Eliahu
    Chairman


By:     /s/ Asaf Shoam            
Asaf Shoam
    CIO

MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company, on behalf of MIGDAL PROVIDENT FUND - OVER 60 YEARS OLD TRACK , an Israeli provident fund managed by MIGDAL-MAKEFET PENSION AND PROVIDENT FUNDS LTD., an Israeli limited company

By:     /s/ Ofer Eliahu            
Ofer Eliahu
    Chairman


By:     /s/ Asaf Shoam            
Asaf Shoam
    CIO

[ Signatures continue on next page. ]



“KBS MEMBER” :

KBS SOR PROPERTIES, LLC,
a Delaware limited liability company    

By:    KBS SOR (BVI) HOLDINGS, LTD.,
a British Virgin Islands company limited by shares,
its sole member

By:    KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
a Delaware limited liability company,
its sole shareholder

By:    KBS STRATEGIC OPPORTUNITY REIT, INC.,
a Maryland corporation,
its sole general partner

By:     /s/ Jeffrey K. Waldvogel            
Jeffrey K. Waldvogel,
Chief Financial Officer

[ Signatures continue on next page. ]




“WBAM” :

WILLOWBROOK ASSET MANAGEMENT LLC ,
a Delaware limited liability company

By:     /s/ Peter McMillan            
Name:     Peter McMillan            
Title:     Managing Partner            






SCHEDULE A

Aggregated Quarterly Asset Management Fee and Promote Report

To KBS SOR Properties, LLC and Willowbrook Asset Management LLC,
                                            
With respect to that certain Investment Agreement dated as of ____________ __, 2017 (the “ Investment Agreement ”), we kindly ask to receive information regarding the amount of the Asset Management Fee (as defined in the Investment Agreement) and the amount of the Promote (as defined in the Investment Agreement) disbursed to the Service Providers (as defined in the Investment Agreement) during the calendar quarter ending ___________, 20___.

Total Asset Management Fee:             

Total Promote:                                              
                                                
Please describe in the following lines the manner in which the Asset Management Fee is being calculated:                                                 
                                                    
                                                    
                                                    

Please describe in the following lines the manner in which the Promote is being calculated:                                                     
                                                    
                                                    
                                                    
                                  
I declare that the information contained in this report is accurate and complete to the best of my knowledge and belief.    
                                    
                                            
Signature:                 
                    
Title:                              
                    
Date:                              



Exhibit 10.2
July 6, 2017
KBS Strategic Opportunity REIT, Inc.
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
KBS Capital Advisors LLC
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Re: Waiver of Fees
Ladies and Gentlemen:
Reference is made to that certain Advisory Agreement, dated as of October 8, 2016 between KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Advisory Agreement.
WHEREAS, on the date hereof, the Company sold a portion of its ownership interests in 353 Sacramento located in San Francisco, California (the “353 Sacramento Interests”) to affiliates of Migdal Insurance Company Ltd. for approximately $39.1 million through a joint venture (the “353 Sacramento Joint Venture”);
WHEREAS, the Advisor is willing to waive certain fees that it may be entitled to under the Advisory Agreement in connection with the 353 Sacramento Joint Venture;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1.
Waiver of Disposition Fees . The Advisor hereby waives any right it may have under Section 8.03 of the Advisory Agreement to receive a Disposition Fee in connection with the sale of the 353 Sacramento Interests.
2.
Waiver of Acquisition Fees . The Advisor hereby waives its right to receive Acquisition Fees pursuant to Section 8.01 of the Advisory Agreement in connection with the Company’s future acquisition or origination (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments in an amount equal to 45% of the acquisition fees received by the Advisor in connection with the Company’s acquisition of 353 Sacramento.
3.
Modification . This agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns.
4.
Severability . The provisions of this agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
5.
Construction . The provisions of this agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.
6.
Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.



Please confirm your agreement to the foregoing by signing a copy of this letter in the space provided below. Very truly yours,
KBS STRATEGIC OPPORTUNITY REIT, INC.

By: /s/ Keith D. Hall        
Keith D. Hall, Chief Executive Officer


KBS CAPITAL ADVISORS LLC

By:    PBren Investments, L.P., a Manager
By: PBren Investments, LLC, as general partner

By: /s/ Peter M. Bren    
Peter M. Bren, Manager

By:
Schreiber Real Estate Investments, L.P., a Manager By: Schreiber Investments, LLC, as general partner

By: /s/ Charles J. Schreiber
Charles J. Schreiber, Jr., Manager

By: GKP Holding LLC, a Manager

By: /s/ Peter McMillan III    
Peter McMillan III, Manager

By: /s/ Keith D. Hall    
Keith D. Hall, Manager



Exhibit 31.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Keith D. Hall, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of KBS Strategic Opportunity REIT, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
    
Date:
August 11, 2017
By:
/S / K EITH  D. H ALL
 
 
 
Keith D. Hall
 
 
 
Chief Executive Officer and Director
 
 
 
(principal executive officer)




Exhibit 31.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffrey K. Waldvogel, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of KBS Strategic Opportunity REIT, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
August 11, 2017
By:
/S/ J EFFREY  K. W ALDVOGEL
 
 
 
Jeffrey K. Waldvogel
 
 
 
Chief Financial Officer
 
 
 
(principal financial officer)




Exhibit 32.1
Certification pursuant to 18 U.S.C. Section 1350,
as Adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of KBS Strategic Opportunity REIT, Inc. (the “Registrant”) for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Keith D. Hall, Chief Executive Officer and Director of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:
August 11, 2017
By:
/ S / K EITH  D. H ALL
 
 
 
Keith D. Hall
 
 
 
Chief Executive Officer and Director
 
 
 
(principal executive officer)





Exhibit 32.2
Certification pursuant to 18 U.S.C. Section 1350,
as Adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of KBS Strategic Opportunity REIT, Inc. (the “Registrant”) for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Jeffrey K. Waldvogel, the Chief Financial Officer of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:
August 11, 2017
By:
/S/ J EFFREY  K. W ALDVOGEL
 
 
 
Jeffrey K. Waldvogel
 
 
 
Chief Financial Officer
 
 
 
(principal financial officer)