Kennedy Wilson Reports Record Third Quarter 2018 Results
Company increases quarterly dividend by 11%
BEVERLY HILLS, Calif.--(BUSINESS WIRE)--
Kennedy-Wilson Holdings, Inc. (NYSE: KW)
today reported results for 3Q-2018:
|
|
|
|
|
|
| 3Q |
| YTD |
(Amounts in millions, except per share data) | | 2018 |
| 2017 | | 2018 |
| 2017 |
GAAP Results | | | | | | | | |
GAAP Net Income (Loss) to Common Shareholders
| | $ | 12.1 | | |
($8.9 |
)
| | $ | 119.3 | |
$
|
1.3
|
Per Diluted Share
| | | 0.09 | | |
(0.08
|
)
| | | 0.83 | | |
0.01
|
| | | | | | | |
|
Non-GAAP Results | | | | | | | | |
Adjusted EBITDA
| | $ | 141.9 | |
$
|
75.5
| | | $ | 535.0 | |
$
|
255.0
|
Adjusted Net Income
|
|
| 74.1 |
|
|
34.8
|
|
|
| 308.2 |
|
|
128.5
|
“We delivered a record third quarter driven by strong operational
performance and continued progress on the completion of our development
and value-add initiatives,” said William McMorrow, Chairman and CEO of
Kennedy Wilson. “We look to continue executing our asset sale program,
with a focus on smaller and non-core assets, while also driving organic
NOI growth through upgrading our existing portfolio and acquiring
well-located high quality assets and development sites in under-supplied
and growing multifamily markets. Our global real estate portfolio and
investment management business both remain well-positioned for continued
growth.”
3Q Highlights
- Adjusted EBITDA Increased by $66 million to $142 million:
-
The Company's share of Property NOI increased by $41 million from
3Q-17, primarily driven by the acquisition of KWE in 4Q-17.
-
The Company's share of Net Gains and promotes increased by $32
million to $58 million from 3Q-17.
- Strong Same Property Performance with NOI up 4% Driven by Continued
Growth in our Multifamily Portfolio:
|
|
|
|
|
|
| 3Q - 2018 vs 3Q - 2017 |
| YTD - 2018 vs YTD - 2017 |
| | Occupancy |
| Revenue |
| NOI | | Occupancy |
| Revenue |
| NOI |
Multifamily - Market Rate
| |
0.3
|
%
| |
4.7
|
%
| |
4.9
|
%
| |
0.1
|
%
| |
5.1
|
%
| |
5.9
|
%
|
Multifamily - Affordable
| |
(0.5
|
)%
| |
5.1
|
%
| |
6.7
|
%
| |
(0.4
|
)%
| |
5.6
|
%
| |
7.0
|
%
|
Commercial
| |
0.6
|
%
| |
2.7
|
%
| |
1.8
|
%
| |
—
|
%
| |
4.1
|
%
| |
2.7
|
%
|
Hotel
| |
N/A
|
|
|
5.6
|
%
|
|
11.7
|
%
|
|
NA
|
|
4.5
|
%
|
|
12.4
|
%
|
Total |
|
|
| 4.2 | % |
| 4.3 | % |
|
|
| 4.6 | % |
| 5.0 | % |
- In-Place Estimated Annual NOI of $416 Million and Targeting
Approximately an Additional $100 Million from Unstabilized and
Development Assets by the End of 2023:
-
Estimated Annual NOI from the stabilized portfolio decreased by 5%
to $416 million from $439 million at year-end 2017. The decrease
is primarily a result of the net sale of assets for the nine
months ended September 30, 2018.
-
Completed the lease-up and stabilization of the 300 Capital Dock
office building and the Northbank apartments in Dublin, Pioneer
Point apartments in London, and Vintage at Mill Creek apartments
in Washington, which added $8 million to Estimated Annual NOI.
-
Targeting an additional $26 million of Estimated Annual NOI to be
in place by the end of 2019 (of which 76% is either multifamily or
pre-leased office development), and an incremental $72-78 million
to be in place by the end of 2023, through the planned completion
of development and stabilization initiatives.
Investment Activity
- Capital Recycling: In the quarter, the Company invested $189
million of capital, allocating 78% to new acquisitions and 22% to
capex and share repurchases. For the year, the Company invested $506
million of capital, allocating 50% to new acquisitions, 31% to share
repurchases, and 19% to value-add capital expenditures. The Company
generated $159 million of cash to KW from the sale of assets during
3Q-18, bringing its year-to-date total to $466 million of cash
generated from dispositions.
- Acquisitions: The Company, together with its equity partners,
completed $309 million of acquisitions in 3Q-18, including the
following key transactions:
- City Block 3, Dublin, Ireland: The Company's largest
acquisition for the quarter was a $131 million, six-acre, mixed
use development site in Dublin, Ireland. The Company holds a 50%
ownership interest with an initial equity investment of $79
million (inclusive of closing costs). The site contains planning
permission to develop 452 apartment units and 300,000 square feet
of commercial space, which is currently expected to complete in
2022.
- Southridge, Reno, Nevada: The Company acquired a
multifamily property in Reno, Nevada, totaling 293 units, for $36
million. The Company invested approximately $16 million of equity
and secured a seven-year fixed rate loan of $20 million. In total,
the Company has an interest in 1,241 multifamily units in Reno,
including 648 units in its Vintage Housing affordable housing
platform that are currently under development.
- Dispositions: The Company, together with its equity partners,
completed $321 million of dispositions in 3Q-18, including the
following key transactions:
- Italian Office Sale: The Company's largest sale of the
quarter was a 283,000 square foot office asset in Milan, Italy,
which was sold for $81 million.
- AXA JV Contribution: The Company contributed a 50% interest
in three wholly-owned Irish multifamily assets - the Elysian,
Northbank, and Liffey Trust - into its joint venture with AXA
Investment Managers - Real Assets.
Investment Management and Real Estate Services
Business
- Adjusted Fees: For the quarter, adjusted fees were $20 million,
a decrease of $7 million from 3Q-2017. The decrease is related to
lower base investment management fees of $6 million resulting
primarily from the acquisition of KWE in 4Q-17, lower property
management fees of $5 million primarily related to the sale of the
Company's loan servicing platform in Spain in 4Q-2017, offset by
higher investment management performance, acquisition, and disposition
fees of $4 million.
- Fee-Bearing Capital Growth: The Company has raised $678 million
of new fee-bearing capital over the last 12 months, bringing its total
fee-bearing capital to $2.0 billion.
Balance Sheet and Liquidity
- Liquidity: Liquidity totaled $919 million, including cash of
$419 million(1) and $500 million of capacity on the
Company's undrawn revolving line of credit.
- Global Debt Profile: Kennedy Wilson's debt had a weighted
average interest rate of 4.0% and a weighted average remaining
maturity of 5.6 years, with 77% of total debt (at share) fixed and
another 14% hedged against increases in interest rates. 45% of the
Company's debt is either Euro or Sterling denominated and 55% is U.S.
dollar denominated.
- Share Repurchase Plan(2): In 2018,the
Company has repurchased 8.8 million shares for $157 million. As of
September 30, 2018, the Company had $103 million remaining under its
$250 million share repurchase plan.
Dividend
-
Kennedy Wilson announced an 11% increase in its quarterly common
dividend to $0.21 cents per share, or $0.84 on an annualized basis.
The fourth quarter dividend is payable on January 3, 2019 to common
shareholders of record as of December 28, 2018.
Foreign Currency Fluctuations and Hedging
- Income Statement
- 3Q Impact: For 3Q-2018, changes in foreign currency rates
decreased both consolidated revenue and Adjusted EBITDA by 2%
compared to foreign currency rates as of September 30, 2017.
- YTD Impact: For YTD-2018, changes in foreign currency rates
increased consolidated revenue by 1% and Adjusted EBITDA remained
flat compared to foreign currency rates as of September 30, 2017.
- Shareholders' Equity
-
During the first nine months of the year, GBP and EUR foreign
currency rates decreased by 4% and 3%, respectively, on average
against the USD. The net decrease in shareholders' equity related
to fluctuations in foreign currency and related hedges (in the GBP
and EUR) was $16 million, equating to 1% of total Kennedy-Wilson
Holdings, Inc. shareholders' equity.
Subsequent Events
The Company and AXA Investment Managers - Real Assets in a 50/50 joint
venture completed the acquisition of 274 units and a four-acre
development site at the Grange, in the South Dublin suburb of Sandyford.
The purchase was made from Grant Thornton Receiver, on behalf of the
National Asset Management Agency (“NAMA”) for $183 million.
Footnotes |
|
(1) |
|
Includes $60.1 million of restricted cash, which is included in cash
and cash equivalents.
|
(2) | |
Future purchases under the program may be made in the open market,
in privately negotiated transactions, through the net settlement of
the company's restricted stock grants or otherwise, with the amount
and timing of the repurchases dependent on market conditions and
subject to the Company's discretion.
|
Conference Call and Webcast Details
Kennedy Wilson will hold a live conference call and webcast to discuss
results at 7:00 a.m. PT/ 10:00 a.m. ET on Thursday, November 1. The
direct dial-in number for the conference call is (844) 340-4761 for U.S.
callers and (412) 717-9616 for international callers.
A replay of the call will be available for one week beginning two hours
after the live call and can be accessed by (877) 344-7529 for U.S.
callers and (412) 317-0088 for international callers. The passcode for
the replay is 10124756.
The webcast will be available at: https://services.choruscall.com/links/kw181101SioXWJVG.html.
A replay of the webcast will be available one hour after the original
webcast on the Company’s investor relations web site for three months.
About Kennedy Wilson
Kennedy Wilson (NYSE:KW) is a leading global real estate investment
company. We own, operate, and invest in real estate both on our own and
through our investment management platform. We focus on multifamily and
office properties located in the Western U.S., UK, and Ireland. For
further information on
Kennedy Wilson, please visit www.kennedywilson.com.
Kennedy-Wilson Holdings, Inc. |
Consolidated Balance Sheets |
(Unaudited) |
(Dollars in millions) |
|
|
| September 30, |
| December 31, |
| | 2018 | | 2017 |
Assets | | | | |
Cash and cash equivalents
| |
$
|
419.4
| | |
$
|
351.3
| |
Accounts receivable
| | |
75.8
| | | |
62.7
| |
Loan purchases and originations
| | |
29.4
| | | |
84.7
| |
Real estate and acquired in place lease values, net of accumulated
depreciation and amortization
| | |
5,820.3
| | | |
6,443.7
| |
Unconsolidated investments
| | |
789.7
| | | |
519.3
| |
Other assets
| |
|
246.8
|
| |
|
263.1
|
|
Total assets | |
$
|
7,381.4
|
| |
$
|
7,724.8
|
|
| | | |
|
Liabilities | | | | |
Accounts payable
| |
$
|
28.1
| | |
$
|
19.5
| |
Accrued expenses and other liabilities
| | |
506.2
| | | |
465.9
| |
Mortgage debt
| | |
2,872.2
| | | |
3,156.6
| |
KW unsecured debt
| | |
1,250.6
| | | |
1,179.4
| |
KWE unsecured bonds
| |
|
1,282.5
|
| |
|
1,325.9
|
|
Total liabilities | |
|
5,939.6
|
| |
|
6,147.3
|
|
Equity | | | | |
Common stock
| | |
—
| | | |
—
| |
Additional paid-in capital
| | |
1,753.1
| | | |
1,883.3
| |
Accumulated deficit
| | |
(56.7
|
)
| | |
(90.6
|
)
|
Accumulated other comprehensive loss
| |
|
(443.4
|
)
| |
|
(427.1
|
)
|
Total Kennedy-Wilson Holdings, Inc. shareholders’ equity | | |
1,253.0
| | | |
1,365.6
| |
Noncontrolling interests
| |
|
188.8
|
| |
|
211.9
|
|
Total equity | |
|
1,441.8
|
| |
|
1,577.5
|
|
Total liabilities and equity | |
$
|
7,381.4
|
| |
$
|
7,724.8
|
|
|
Kennedy-Wilson Holdings, Inc. |
Consolidated Statements of Operations |
(Unaudited) |
(Dollars in millions, except share amounts and per share data) |
|
|
| Three Months Ended |
| Nine Months Ended |
| | September 30, | | September 30, |
| | 2018 |
| 2017 | | 2018 |
| 2017 |
Revenue | | | | | | | | |
Rental
| |
$
|
123.4
| | |
$
|
125.5
| | |
$
|
392.6
| | |
$
|
373.6
| |
Hotel
| | |
43.5
| | | |
37.3
| | | |
117.6
| | | |
95.8
| |
Sale of real estate
| | |
6.5
| | | |
89.8
| | | |
48.7
| | | |
103.4
| |
Investment management, property services and research fees
| | |
12.4
| | | |
11.4
| | | |
34.8
| | | |
32.7
| |
Loan purchases, loan originations and other
| |
|
—
|
| |
|
8.5
|
| |
|
1.1
|
| |
|
15.0
|
|
Total revenue | | |
185.8
| | | |
272.5
| | | |
594.8
| | | |
620.5
| |
Operating expenses | | | | | | | | |
Rental operating
| | |
38.2
| | | |
38.0
| | | |
119.5
| | | |
110.5
| |
Hotel operating
| | |
30.6
| | | |
26.1
| | | |
90.8
| | | |
73.3
| |
Cost of real estate sold
| | |
5.8
| | | |
63.4
| | | |
45.6
| | | |
73.7
| |
Commission and marketing
| | |
1.1
| | | |
2.1
| | | |
4.6
| | | |
5.9
| |
Compensation and related
| | |
38.3
| | | |
35.4
| | | |
122.8
| | | |
113.5
| |
General and administrative
| | |
11.7
| | | |
10.8
| | | |
36.6
| | | |
30.7
| |
Depreciation and amortization
| |
|
51.5
|
| |
|
55.4
|
| |
|
158.7
|
| |
|
157.2
|
|
Total operating expenses | | |
177.2
| | | |
231.2
| | | |
578.6
| | | |
564.8
| |
Income from unconsolidated investments, net of depreciation and
amortization
| |
|
24.0
|
| |
|
17.6
|
| |
|
60.9
|
| |
|
57.4
|
|
Operating income | | |
32.6
| | | |
58.9
| | | |
77.1
| | | |
113.1
| |
Non-operating income (expense) | | | | | | | | |
Gain on sale of real estate, net
| | |
39.4
| | | |
5.3
| | | |
304.2
| | | |
77.0
| |
Acquisition-related expenses
| | |
(0.4
|
)
| | |
(1.0
|
)
| | |
(0.6
|
)
| | |
(2.3
|
)
|
Interest expense
| | |
(55.2
|
)
| | |
(56.8
|
)
| | |
(181.3
|
)
| | |
(158.9
|
)
|
Other income (loss)
| |
|
3.4
|
| |
|
(0.3
|
)
| |
|
13.5
|
| |
|
4.6
|
|
Income before (provision for) benefit from income taxes | | |
19.8
| | | |
6.1
| | | |
212.9
| | | |
33.5
| |
(Provision for) benefit from income taxes
| |
|
(6.9
|
)
| |
|
3.7
|
| |
|
(33.7
|
)
| |
|
(0.9
|
)
|
Net income | | |
12.9
| | | |
9.8
| | | |
179.2
| | | |
32.6
| |
Net income attributable to noncontrolling interests
| |
|
(0.8
|
)
| |
|
(18.7
|
)
| |
|
(59.9
|
)
| |
|
(31.3
|
)
|
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
common shareholders | |
$
|
12.1
|
| |
$
|
(8.9
|
)
| |
$
|
119.3
|
| |
$
|
1.3
|
|
Basic earnings per share(1) | | | | | | | | |
Income (loss) per basic
| |
$
|
0.09
| | |
$
|
(0.08
|
)
| |
$
|
0.83
| | |
$
|
0.01
| |
Weighted average shares outstanding for basic
| | |
141,003,413
| | | |
111,966,716
| | | |
143,450,695
| | | |
111,955,924
| |
Diluted earnings per share(1) | | | | | | | | |
Income (loss) per diluted
| |
$
|
0.09
| | |
$
|
(0.08
|
)
| |
$
|
0.83
| | |
$
|
0.01
| |
Weighted average shares outstanding for diluted
| | |
141,800,972
| | | |
111,966,716
| | | |
144,516,045
| | | |
111,955,924
| |
Dividends declared per common share
| |
$
|
0.19
| | |
$
|
0.17
| | |
$
|
0.57
| | |
$
|
0.51
| |
|
(1) Includes impact of the Company allocating income
and dividends per basic and diluted share to participating
securities.
|
|
Kennedy-Wilson Holdings, Inc. |
Adjusted EBITDA |
(Unaudited) |
(Dollars in millions) |
|
The table below reconciles Adjusted EBITDA to net income
attributable to Kennedy-Wilson Holdings, Inc. common shareholders,
using Kennedy Wilson’s pro-rata share amounts for each adjustment
item.
|
|
|
| Three Months Ended |
| Nine Months Ended |
| | September 30, | | September 30, |
| | 2018 |
| 2017 | | 2018 |
| 2017 |
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
common shareholders | |
$
|
12.1
| | |
$
|
(8.9
|
)
| |
$
|
119.3
| | |
$
|
1.3
| |
Non-GAAP adjustments: | | | | | | | | |
Add back (Kennedy Wilson's Share)(1):
| | | | | | | | |
Interest expense
| | |
60.9
| | | |
46.1
| | | |
193.1
| | | |
129.7
| |
Depreciation and amortization
| | |
52.8
| | | |
34.4
| | | |
161.0
| | | |
97.8
| |
Provision for (benefit from) income taxes
| | |
6.9
| | | |
(5.4
|
)
| | |
33.7
| | | |
(3.2
|
)
|
Share-based compensation
| |
|
9.2
|
| |
|
9.3
|
| |
|
27.9
|
| |
|
29.4
|
|
Adjusted EBITDA | | $ | 141.9 |
| | $ | 75.5 |
| | $ | 535.0 |
| | $ | 255.0 |
|
|
(1) See Appendix for reconciliation of Kennedy Wilson's
Share amounts.
|
|
The table below provides a detailed reconciliation of Adjusted
EBITDA to net income.
|
|
| | Three Months Ended | | Nine Months Ended |
| | September 30, | | September 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Net income | |
$
|
12.9
| | |
$
|
9.8
| | |
$
|
179.2
| | |
$
|
32.6
| |
Non-GAAP adjustments: | | | | | | | | |
Add back:
| | | | | | | | |
Interest expense
| | |
55.2
| | | |
56.8
| | | |
181.3
| | | |
158.9
| |
Kennedy Wilson's share of interest expense included in
unconsolidated investments
| | |
7.1
| | | |
5.5
| | | |
18.3
| | | |
17.0
| |
Depreciation and amortization
| | |
51.5
| | | |
55.4
| | | |
158.7
| | | |
157.2
| |
Kennedy Wilson's share of depreciation and amortization included in
unconsolidated investments
| | |
3.4
| | | |
4.3
| | | |
10.0
| | | |
13.0
| |
Provision for (benefit from) income taxes
| | |
6.9
| | | |
(3.7
|
)
| | |
33.7
| | | |
0.9
| |
Share-based compensation
| | |
9.2
| | | |
9.3
| | | |
27.9
| | | |
29.4
| |
EBITDA attributable to noncontrolling interests(1) | |
|
(4.3
|
)
| |
|
(61.9
|
)
| |
|
(74.1
|
)
| |
|
(154.0
|
)
|
Adjusted EBITDA | | $ | 141.9 |
| | $ | 75.5 |
| | $ | 535.0 |
| | $ | 255.0 |
|
|
| |
(1) | |
EBITDA attributable to noncontrolling interest includes $2.1 million
and $25.3 million of depreciation and amortization, $1.4 million and
$16.2 million of interest, and $0.0 million and $1.7 million of
taxes, for the three months ended September 30, 2018 and 2017,
respectively. EBITDA attributable to noncontrolling interest
includes $7.7 million and $72.4 million of depreciation and
amortization, $6.5 million and $46.2 million of interest, and $0.0
million and $4.1 million of taxes, for the nine months ended
September 30, 2018 and 2017, respectively.
|
|
Kennedy-Wilson Holdings, Inc. |
Adjusted Net Income |
(Unaudited) |
(Dollars in millions, except share data) |
|
The table below reconciles Adjusted Net Income to net income
attributable to Kennedy-Wilson Holdings, Inc. common shareholders,
using Kennedy Wilson’s pro-rata share amounts for each adjustment
item.
|
|
|
| Three Months Ended |
| Nine Months Ended |
| | September 30, | | September 30, |
| | 2018 |
| 2017 | | 2018 |
| 2017 |
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
common shareholders | |
$
|
12.1
| | |
$
|
(8.9
|
)
|
|
$
|
119.3
| | |
$
|
1.3
| |
Non-GAAP adjustments: | | | | | | | | |
Add back (Kennedy Wilson's Share)(1):
| | | | | | | | |
Depreciation and amortization
| | |
52.8
| | | |
34.4
| | | |
161.0
| | | |
97.8
| |
Share-based compensation
| |
|
9.2
|
| |
|
9.3
|
| |
|
27.9
|
| |
|
29.4
|
|
Adjusted Net Income | | $ | 74.1 |
| | $ | 34.8 |
| | $ | 308.2 |
| | $ | 128.5 |
|
| | | | | | | |
|
Weighted average shares outstanding for diluted | | | 141,800,972 | | | | 111,966,716 | | | | 144,516,045 | | | | 111,955,924 | |
|
(1) See Appendix for reconciliation of Kennedy Wilson's
Share amounts.
|
|
The table below provides a detailed reconciliation of Adjusted Net
Income to net income.
|
|
| | Three Months Ended | | Nine Months Ended |
| | September 30, | | September 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Net income | |
$
|
12.9
| | |
$
|
9.8
| | |
$
|
179.2
| | |
$
|
32.6
| |
Non-GAAP adjustments: | | | | | | | | |
Add back (less):
| | | | | | | | |
Depreciation and amortization
| | |
51.5
| | | |
55.4
| | | |
158.7
| | | |
157.2
| |
Kennedy Wilson's share of depreciation and amortization included in
unconsolidated investments
| | |
3.4
| | | |
4.3
| | | |
10.0
| | | |
13.0
| |
Share-based compensation
| | |
9.2
| | | |
9.3
| | | |
27.9
| | | |
29.4
| |
Net income attributable to the noncontrolling interests, before
depreciation and amortization(1) | |
|
(2.9
|
)
| |
|
(44.0
|
)
| |
|
(67.6
|
)
|
|
|
(103.7
|
)
|
Adjusted Net Income | | $ | 74.1 |
| | $ | 34.8 |
| | $ | 308.2 |
| | $ | 128.5 |
|
| | | | | | | |
|
Weighted average shares outstanding for diluted | | | 141,800,972 | | | | 111,966,716 | | | | 144,516,045 | | | | 111,955,924 | |
|
| |
(1) | |
Includes $2.1 million and $25.3 million of depreciation and
amortization for the three months ended September 30, 2018 and 2017,
respectively, and $7.7 million and $72.4 million of depreciation and
amortization for the nine months ended September 30, 2018 and 2017.
|
Forward-Looking Statements
Statements made by us in this report and in other reports and statements
released by us that are not historical facts constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements are necessarily
estimates reflecting the judgment of our senior management based on our
current estimates, expectations, forecasts and projections and include
comments that express our current opinions about trends and factors that
may impact future operating results. Disclosures that use words such as
“believe,” “anticipate,” “estimate,” “intend,” “may,” “could,” “plan,”
“expect,” “project” or the negative of these, as well as similar
expressions, are intended to identify forward-looking statements. These
statements are not guarantees of future performance, rely on a number of
assumptions concerning future events, many of which are outside of our
control, and involve known and unknown risks and uncertainties that
could cause our actual results, performance or achievement, or industry
results, to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.
These risks and uncertainties may include the factors and the risks and
uncertainties described elsewhere in this report and other filings with
the Securities and Exchange Commission (the “SEC”), including the
Item 1A. “Risk Factors” section of our Annual Report on Form 10-K for
the year ended December 31, 2017, as amended by our subsequent filings
with the SEC. Any such forward-looking statements, whether made in this
report or elsewhere, should be considered in the context of the various
disclosures made by us about our businesses including, without
limitation, the risk factors discussed in our filings with the SEC.
Except as required under the federal securities laws and the rules and
regulations of the SEC, we do not have any intention or obligation to
update publicly any forward-looking statements, whether as a result of
new information, future events, changes in assumptions, or otherwise.
Common Definitions
-
“KWH,” “KW,” “Kennedy Wilson,” the “Company,” “we,” “our,” or “us”
refers to Kennedy-Wilson Holdings, Inc. and its wholly-owned
subsidiaries. The consolidated financial statements of the Company
include the results of the Company's consolidated subsidiaries.
-
“KWE” refers to Kennedy Wilson Europe Real Estate plc, which was a
London Stock Exchange-listed company that we externally managed
through a wholly-owned subsidiary. On October 20, 2017 we acquired
KWE, which is now a wholly-owned subsidiary. Prior to the acquisition,
we owned approximately 24% and in accordance with U.S. GAAP, the
results of KWE were consolidated in our financial statements.
-
“Adjusted EBITDA” represents net income before interest expense, our
share of interest expense included in income from investments in
unconsolidated investments, depreciation and amortization, our share
of depreciation and amortization included in income from
unconsolidated investments, loss on early extinguishment of corporate
debt and income taxes, share-based compensation expense for the
Company and EBITDA attributable to noncontrolling interests.
Please
also see the reconciliation to GAAP in the Company’s supplemental
financial information included in this release and also available at www.kennedywilson.com.
Our management uses Adjusted EBITDA to analyze our business because it
adjusts net income for items we believe do not accurately reflect the
nature of our business going forward or that relate to non-cash
compensation expense or noncontrolling interests. Such items may vary
for different companies for reasons unrelated to overall operating
performance. Additionally, we believe Adjusted EBITDA is useful to
investors to assist them in getting a more accurate picture of our
results from operations. However, Adjusted EBITDA is not a recognized
measurement under GAAP and when analyzing our operating performance,
readers should use Adjusted EBITDA in addition to, and not as an
alternative for, net income as determined in accordance with GAAP.
Because not all companies use identical calculations, our presentation
of Adjusted EBITDA may not be comparable to similarly titled measures
of other companies. Furthermore, Adjusted EBITDA is not intended to be
a measure of free cash flow for our management’s discretionary use, as
it does not remove all non-cash items (such as acquisition-related
gains) or consider certain cash requirements such as tax and debt
service payments. The amount shown for Adjusted EBITDA also differs
from the amount calculated under similarly titled definitions in our
debt instruments, which are further adjusted to reflect certain other
cash and non-cash charges and are used to determine compliance with
financial covenants and our ability to engage in certain activities,
such as incurring additional debt and making certain restricted
payments.
-
“Adjusted fees’’ refers to Kennedy Wilson’s gross investment
management, property services and research fees adjusted to include
Kennedy Wilson's share of fees eliminated in consolidation, Kennedy
Wilson’s share of fees in unconsolidated service businesses and
performance fees included in unconsolidated investments. Effective
January 1, 2018, we adopted new GAAP guidance on revenue recognition
and implemented a change in accounting principles related to
performance allocations, which resulted in us now accounting for
performance allocations (commonly referred to as “performance fees” or
“carried interest”) under the GAAP guidance for equity method
investments and presenting performance allocations as a component of
income from unconsolidated investments. Our management uses Adjusted
fees to analyze our investment management and real estate services
business because the measure removes required eliminations under GAAP
for properties in which the Company provides services but also has an
ownership interest. These eliminations understate the economic value
of the investment management, property services and research fees and
makes the Company comparable to other real estate companies that
provide investment management and real estate services but do not have
an ownership interest in the properties they manage. Our management
believes that adjusting GAAP fees to reflect these amounts eliminated
in consolidation presents a more holistic measure of the scope of our
investment management and real estate services business.
-
“Adjusted Net Income” represents net income before depreciation and
amortization, our share of depreciation and amortization included in
income from unconsolidated investments, share-based compensation and
net income attributable to noncontrolling interests, before
depreciation and amortization. Please also see the reconciliation to
GAAP in the Company’s supplemental financial information included in
this release and also available at www.kennedywilson.com.
-
“Cap rate” represents the net operating income of an investment for
the year preceding its acquisition or disposition, as applicable,
divided by the purchase or sale price, as applicable. Cap rates set
forth in this presentation only includes data from income-producing
properties. We calculate cap rates based on information that is
supplied to us during the acquisition diligence process. This
information is not audited or reviewed by independent accountants and
may be presented in a manner that is different from similar
information included in our financial statements prepared in
accordance with GAAP. In addition, cap rates represent historical
performance and are not a guarantee of future NOI. Properties for
which a cap rate is provided may not continue to perform at that cap
rate.
-
“Consolidated investment account” refers to the sum of Kennedy
Wilson’s equity in: cash held by consolidated investments,
consolidated real estate and acquired in-place leases gross of
accumulated depreciation and amortization, net hedge asset or
liability, unconsolidated investments, consolidated loans, and net
other assets.
-
“Equity partners” refers to non-wholly-owned subsidiaries that we
consolidate in our financial statements under U.S. GAAP and
third-party equity providers.
-
“Estimated annual NOI” is a property-level non-GAAP measure
representing the estimated annual net operating income from each
property as of the date shown, inclusive of rent abatements (if
applicable). The calculation excludes depreciation and amortization
expense, and does not capture the changes in the value of our
properties that result from use or market conditions, nor the level of
capital expenditures, tenant improvements, and leasing commissions
necessary to maintain the operating performance of our properties. Any
of the enumerated items above could have a material effect on the
performance of our properties. Also, where specifically noted, for
properties purchased in 2018, the NOI represents estimated Year 1 NOI
from our original underwriting. Estimated year 1 NOI for properties
purchased in 2018 may not be indicative of the actual results for
those properties. Estimated annual NOI is not an indicator of the
actual annual net operating income that the Company will or expects to
realize in any period. Please also see the definition of “Net
operating income” below. The Company does not provide a reconciliation
for estimated annual NOI to its most directly comparable
forward-looking GAAP financial measure, because it is unable to
provide a meaningful or accurate estimation of each of the component
reconciling items, and the information is not available without
unreasonable effort. This is due to the inherent difficulty of
forecasting the timing and/or amount of various items that would
impact estimated annual NOI, including, for example, gains on sales of
depreciable real estate and other items that have not yet occurred and
are out of the company’s control. For the same reasons, the Company is
unable to meaningfully address the probable significance of the
unavailable information and believes that providing a reconciliation
for estimated annual NOI would imply a degree of precision as to its
forward-looking net operating income that would be confusing or
misleading to investors.
-
“Estimated Forward Return on Cost” represents the Company’s estimate
of future net operating income, assuming it has completed its planned
value-add asset management initiatives, divided by the sum of the
purchase price and additional capital expenditure costs that are
expected to be incurred in accordance with the Company’s original
underwriting at the time of acquisition. This information is not
audited or reviewed by independent accountants and may be presented in
a manner that is different from similar information included in our
financial statements prepared in accordance with GAAP. Estimated
Forward Return on Cost is based on management’s current expectations
and are based on assumptions that may prove to be inaccurate and
involve known and unknown risks. For example, Estimated Forward Return
on Cost is based in part on data made available to us during the
course of our due diligence process in connection with asset
acquisitions and assumes the timely and on-budget completion of our
value-add initiatives, the timely leasing of all additional capacity
and the absence of customer defaults or early lease terminations.
Accordingly, the actual return on cost of an investment made by the
Company may differ materially and adversely from the Estimated Forward
Return on Cost figures set forth in this release, and we caution you
not to place undue reliance on such figures.
-
“Gross Asset Value” refers to the gross carrying value of assets,
before debt, depreciation and amortization, and net of noncontrolling
interests.
-
“Investment account” refers to the consolidated investment account
presented after noncontrolling interest on invested assets gross of
accumulated depreciation and amortization.
-
“Investment Management and Real Estate Services Assets under
Management” (“IMRES AUM”) generally refers to the properties and other
assets with respect to which we provide (or participate in) oversight,
investment management services and other advice, and which generally
consist of real estate properties or loans, and investments in joint
ventures. Our IMRES AUM is principally intended to reflect the extent
of our presence in the real estate market, not the basis for
determining our management fees. Our IMRES AUM consists of the total
estimated fair value of the real estate properties and other real
estate related assets either owned by third parties, wholly owned by
us or held by joint ventures and other entities in which our sponsored
funds or investment vehicles and client accounts have invested.
Committed (but unfunded) capital from investors in our sponsored funds
is not included in our IMRES AUM. The estimated value of development
properties is included at estimated completion cost.
-
“Net Gains” represent the Company’s share of gains from the
disposition of real estate and real estate related assets, net of any
impairment losses. For consolidated assets, amounts are included in
the “Sale of Real Estate” and “Cost of Real Estate Sold” or “Gain on
sale of asset, net” line item on the Company’s income statement, in
accordance with U.S. GAAP. For unconsolidated investments, amounts are
included in the “Income from unconsolidated investments, net of
depreciation and amortization” line item on the Company’s income
statement in accordance with U.S. GAAP.
-
“Net operating income” or “NOI” is a non-GAAP measure representing the
income produced by a property calculated by deducting operating
expenses from operating revenues. Our management uses net operating
income to assess and compare the performance of our properties and to
estimate their fair value. Net operating income does not include the
effects of depreciation or amortization or gains or losses from the
sale of properties because the effects of those items do not
necessarily represent the actual change in the value of our properties
resulting from our value-add initiatives or changing market
conditions. Our management believes that net operating income reflects
the core revenues and costs of operating our properties and is better
suited to evaluate trends in occupancy and lease rates. Please also
see the reconciliation to GAAP in the Company’s supplemental financial
information included in this release and also available at www.kennedywilson.com.
-
“Noncontrolling interests” represents the portion of equity ownership
in a consolidated subsidiary not attributable to Kennedy Wilson.
-
“Pro-Rata” represents Kennedy Wilson's share calculated by using our
proportionate economic ownership of each asset in our portfolio,
including our approximate 24% ownership in KWE immediately prior to
our acquisition of KWE. Please also refer to the pro-rata financial
data in our supplemental financial information.
-
“Property NOI” or “Property-level NOI” is a non-GAAP measure
calculated by deducting the Company's Pro-Rata share of rental and
hotel operating expenses from the Company's Pro-Rata rental and hotel
revenues. Please also see the reconciliation to GAAP in the Company’s
supplemental financial information included in this release and also
available at www.kennedywilson.com.
-
“Same property” refers to properties in which Kennedy Wilson has an
ownership interest during the entire span of both periods being
compared. The same property information presented throughout this
report is shown on a cash basis and excludes non-recurring expenses.
This analysis excludes properties that are either under development or
undergoing lease up as part of our asset management strategy.
Note about Non-GAAP and certain other financial
information included in this presentation
In addition to the results reported in accordance with U.S. generally
accepted accounting principles (“GAAP”) included within this
presentation, Kennedy Wilson has provided certain information, which
includes non-GAAP financial measures (including Adjusted EBITDA,
Adjusted Net Income, Net Operating Income, and Adjusted Fees, as defined
above). Such information is reconciled to its closest GAAP measure in
accordance with the rules of the SEC, and such reconciliations are
included within this presentation. These measures may contain cash and
non-cash acquisition-related gains and expenses and gains and losses
from the sale of real-estate related investments. Consolidated non-GAAP
measures discussed throughout this report contain income or losses
attributable to non-controlling interests. Management believes that
these non-GAAP financial measures are useful to both management and
Kennedy Wilson's shareholders in their analysis of the business and
operating performance of the Company. Management also uses this
information for operational planning and decision-making purposes.
Non-GAAP financial measures are not and should not be considered a
substitute for any GAAP measures. Additionally, non-GAAP financial
measures as presented by Kennedy Wilson may not be comparable to
similarly titled measures reported by other companies. Annualized
figures used throughout this release and supplemental financial
information, and our estimated annual net operating income metrics, are
not an indicator of the actual net operating income that the Company
will or expects to realize in any period.
KW-IR
View source version on businesswire.com: https://www.businesswire.com/news/home/20181031005845/en/
Kennedy Wilson
Daven Bhavsar, CFA
Director of Investor
Relations
(310) 887-3431
[email protected]
www.kennedywilson.com
Source: Kennedy Wilson