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Kennedy Wilson(KW) - 2023 Q4 - Annual Report
2024-02-22 21:31
Part I [Business](index=5&type=section&id=Item%201.%20Business) Kennedy Wilson is a global real estate investment company managing $24.5 billion in AUM, focused on high-quality real estate in the Western U.S., U.K., and Ireland [Company Overview](index=5&type=section&id=Company%20Overview) As of December 31, 2023, Kennedy Wilson managed $24.5 billion in AUM, primarily in multifamily and commercial properties, reporting a net loss of $341.8 million for FY2023 - Kennedy Wilson's AUM grew to **$24.5 billion** in 2023, with a portfolio primarily comprising multifamily (**57% of NOI**) and commercial (**35% of NOI**) properties geographically focused in the Western U.S., U.K., and Ireland[15](index=15&type=chunk)[16](index=16&type=chunk) Key Financial Metrics (2019-2023) | Metric | 2023 | 2022 | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue ($M) | $562.6 | $540.0 | $453.6 | $454.0 | $569.7 | | Net (Loss) Income to KW Shareholders ($M) | $(341.8) | $64.8 | $313.2 | $92.9 | $224.1 | | Basic (Loss) Income per Share | $(2.46) | $0.47 | $2.26 | $0.66 | $1.60 | | Adjusted EBITDA ($M) | $189.8 | $591.5 | $927.9 | $608.0 | $728.1 | | AUM ($B) | $24.5 | $23.0 | $21.6 | $17.6 | $18.1 | - For the 2023 fiscal year, **100%** of the common stock dividend was classified as a non-taxable return of capital, compared to **62.19%** in 2022[23](index=23&type=chunk) [Business Segments](index=7&type=section&id=Business%20Segments) The company operates through two main segments: the Consolidated Portfolio, focused on wholly-owned assets, and the Co-Investment Portfolio, involving joint ventures and funds with partners - The company's two primary business segments are the Consolidated Portfolio (typically wholly-owned assets) and the Co-Investment Portfolio (**5% to 50%** ownership interest alongside partners)[30](index=30&type=chunk) Consolidated Portfolio Summarized Balance Sheet ($ in millions) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $5,167.6 | $5,639.9 | | Total Liabilities | $3,518.0 | $3,681.0 | | Equity | $1,649.6 | $1,958.9 | Co-Investment Portfolio Summarized Balance Sheet ($ in millions) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $5,201.1 | $4,862.7 | | Total Liabilities | $2,884.8 | $2,475.2 | | Equity | $2,316.3 | $2,387.5 | [Investment Types](index=9&type=section&id=Investment%20Types) Kennedy Wilson invests across multifamily, commercial, and real estate debt, with active development projects and a focus on affordable housing - The company's Vintage Housing Holdings (VHH) platform focuses on affordable housing, managing **11,971 units**; in 2023, KW received **$59.1 million** in proceeds and recorded a **$51.5 million** fair value gain on its investment[40](index=40&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) - The global debt platform has a total capacity of **$10.8 billion**, with **$6.7 billion** invested or committed, holding **101 loans** with an unpaid principal balance of **$4.9 billion** (KW's share: **$263.0 million**) at an average interest rate of **9.4%** as of December 31, 2023[51](index=51&type=chunk)[53](index=53&type=chunk) - The company is actively developing **1,462 multifamily units** and **415,000 commercial square feet**, with an estimated total capitalization share of approximately **$613.0 million** for these projects[50](index=50&type=chunk) - In February 2024, the company entered an agreement to sell The Shelbourne Hotel in Dublin, Ireland, with the sale expected to close in Q1 2024[57](index=57&type=chunk) [Fair Value Investments](index=12&type=section&id=Fair%20Value%20Investments) As of December 31, 2023, 93% of unconsolidated investments were held at fair value, resulting in significant net fair value losses for FY2023 - **$1.9 billion**, or **93%** of unconsolidated investments (**25%** of total assets), were held at estimated fair value as of December 31, 2023[62](index=62&type=chunk) Fair Value Changes (FY2023 vs FY2022) | Metric ($ in millions) | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Net Fair Value (Losses) Gains | $(229.3) | $114.6 | | Performance Allocations Write-downs | $(64.3) | $(21.1) | - The company uses discounted cash flow and direct capitalization approaches to value its real estate assets, with capitalization rates ranging from **4.10% to 9.30%** and discount rates from **6.30% to 11.00%**[63](index=63&type=chunk)[65](index=65&type=chunk)[68](index=68&type=chunk) [Industry Overview](index=15&type=section&id=Industry%20Overview) The report details market conditions in the Western U.S., Ireland, and the U.K., highlighting impacts of interest rates and housing supply - Western U.S.: Commercial real estate transactions dropped by an estimated **59%** in 2023 due to elevated interest rates, but the multifamily sector experienced strong rental growth[76](index=76&type=chunk)[77](index=77&type=chunk) - Ireland: The economy is projected to have progressively higher GDP growth, reaching **5.4%** by year-end 2025, with a strong rental market due to significant housing undersupply[82](index=82&type=chunk)[84](index=84&type=chunk) - United Kingdom: Real GDP fell by **0.3%** in Q4 2023, and full-year office leasing was down **16%** compared to the previous year[86](index=86&type=chunk)[87](index=87&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) This section details numerous risks that could adversely affect the company's business and financial condition, including economic, operational, and stock ownership factors [Risks Related to Our Business](index=19&type=section&id=Risks%20Related%20to%20Our%20Business) The company's business is vulnerable to economic downturns, adverse credit markets, inflation, fair value volatility, and foreign operation risks - The business is highly sensitive to economic slowdowns, which can lead to decreased demand, lower rents, declining property values, and reduced access to capital[112](index=112&type=chunk)[113](index=113&type=chunk) - Elevated interest rates and credit market volatility increase borrowing costs and may negatively impact the ability to secure future financing or refinance existing debt on favorable terms[118](index=118&type=chunk) - Approximately **41%** of revenues are sourced from foreign operations, primarily the U.K. and Ireland, exposing the company to risks from currency fluctuations, political instability, and differing legal and tax systems[125](index=125&type=chunk) - As of December 31, 2023, **25%** of total assets were recorded at estimated fair value, which involves subjective judgments and can result in significant non-cash volatility in financial results[131](index=131&type=chunk)[137](index=137&type=chunk) [Risks Related to Our Company](index=29&type=section&id=Risks%20Related%20to%20Our%20Company) The company faces risks from significant debt, restrictive covenants, reliance on key personnel, and volatility in quarterly financial results - The company has significant debt and may incur more, which increases debt service costs and the risk of default; debt agreements contain restrictive covenants that limit operational and financial flexibility[176](index=176&type=chunk)[178](index=178&type=chunk)[180](index=180&type=chunk) - The company's success is highly dependent on its senior executives, particularly the CEO, and the loss of their services could significantly diminish relationships with lenders, partners, and clients[184](index=184&type=chunk) - The company's ability to use its net operating loss carryforwards (**$47.5 million** federal, **$100.8 million** California) and foreign tax credits (**$100.5 million**) may be limited by ownership changes under Section 382 of the tax code[193](index=193&type=chunk) [Risks Related to Ownership of Our Common Stock](index=33&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) Stockholders face risks from significant influence by directors, potential dilution, stock price volatility, and anti-takeover provisions - As of December 31, 2023, directors and executive officers owned approximately **13%** of the outstanding common stock, giving them significant influence over stockholder votes[198](index=198&type=chunk) - Stockholders face potential dilution from outstanding warrants convertible into approximately **25 million shares** and Series A Preferred Stock convertible into approximately **12 million shares**[199](index=199&type=chunk) - The company has a staggered board and other anti-takeover provisions that may entrench management and deter takeover attempts, potentially limiting stockholders' ability to receive a premium for their shares[202](index=202&type=chunk)[204](index=204&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - None[209](index=209&type=chunk) [Cybersecurity](index=35&type=section&id=Item%201C.%20Cybersecurity) The company has a NIST CSF-based cybersecurity program overseen by the Board, with no material incidents reported - The company's cybersecurity risk management program is designed and assessed based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)[211](index=211&type=chunk) - Oversight is provided by the Board of Directors and its Audit Committee, with management responsible for implementation, assisted by a third-party IT and cybersecurity firm[213](index=213&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - The company is not aware of any cybersecurity risks or incidents that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[212](index=212&type=chunk) [Properties](index=36&type=section&id=Item%202.%20Properties) This section details the company's consolidated properties, including commercial and multifamily portfolios with high occupancy rates Consolidated Properties by Type (as of Dec 31, 2023) | Property Type | Size | Occupancy/Leased % | | :--- | :--- | :--- | | Commercial | 5.0 million sq. ft. | 93% | | Multifamily | 9,230 units | 94% | - The commercial lease expiration schedule indicates that **42%** of the annualized base rent is scheduled to expire between 2024 and 2026[221](index=221&type=chunk) [Legal Proceedings](index=37&type=section&id=Item%203.%20Legal%20Proceedings) The company states it is not currently involved in any legal proceedings material to its business - The company is not currently involved in any legal proceedings that it believes would be material to its business[224](index=224&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[226](index=226&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE, paid quarterly dividends, repurchased shares, and saw AUM increase by 7% in 2023 - The company paid quarterly dividends of **$0.24 per share** in 2023[230](index=230&type=chunk) AUM Reconciliation for FY 2023 ($ in millions) | | Dec 31, 2022 | Increases | Decreases | Dec 31, 2023 | | :--- | :--- | :--- | :--- | :--- | | AUM | $23,028.4 | $4,412.1 | $2,897.6 | $24,542.9 | - During FY2023, the company repurchased **0.7 million shares** of its common stock at a weighted average price of **$11.17 per share**[234](index=234&type=chunk) [Reserved](index=40&type=section&id=Item%206.%20Reserved) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, Kennedy Wilson reported a net loss of $341.8 million and a significant drop in Adjusted EBITDA, primarily due to non-cash fair value losses and cap rate expansion [2023 Highlights](index=41&type=section&id=2023%20Highlights) The company reported a net loss of $341.8 million in 2023, driven by non-cash fair value losses, and acquired a $4.1 billion construction loan portfolio - Net loss to common shareholders was **$341.8 million** in 2023, a significant downturn from a net income of **$64.8 million** in 2022[245](index=245&type=chunk) - The company recorded **$293.6 million** of non-cash fair value losses and accrued performance allocation decreases, primarily due to estimated cap rate expansion on office and multifamily properties[245](index=245&type=chunk) - Acquired a **$4.1 billion** construction loan portfolio from Pacific Western Bank with partner Fairfax, with Kennedy Wilson taking a **5%** investment interest[245](index=245&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Total revenue increased slightly in FY2023, but significant fair value losses from unconsolidated investments led to a total net loss Results of Operations by Segment (Year Ended Dec 31, 2023, $ in millions) | Segment | Total Revenue | Net Income (Loss) | Net (Loss) Attributable to KW Shareholders | | :--- | :--- | :--- | :--- | | Consolidated | $472.4 | $22.6 | $0.2 | | Co-Investments | $88.0 | $(208.4) | $(208.4) | | Corporate | $2.2 | $(95.6) | $(133.6) | | **Total** | **$562.6** | **$(281.4)** | **$(341.8)** | - Consolidated Portfolio rental income decreased by **$19.6 million** to **$415.3 million** due to non-core asset sales, while hotel income increased by **$10.2 million** to **$57.1 million** due to improved post-pandemic travel[259](index=259&type=chunk)[260](index=260&type=chunk) - Co-Investment Portfolio investment management fees increased to **$61.9 million** from **$44.8 million**, and loan income grew to **$26.1 million** from **$11.7 million**, driven by the expanding debt platform and higher interest rates[272](index=272&type=chunk)[273](index=273&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity through cash and credit lines, but faced a credit rating downgrade, impacting future debt market access - As of December 31, 2023, the company had **$313.7 million** of consolidated cash and **$349.6 million** of availability under its lines of credit[295](index=295&type=chunk) - In December 2023, S&P downgraded the company's credit rating to '**BB-**' and maintained a negative CreditWatch, which could impact future ability to access debt markets[299](index=299&type=chunk) - The company has an estimated **$95.0 million** in remaining costs to complete its share of active market-rate development projects[300](index=300&type=chunk) Consolidated Contractual Cash Obligations ($ in millions) | Period | Amount | | :--- | :--- | | Less than 1 year | $151.2 | | 1 - 3 years | $1,906.8 | | 4 - 5 years | $1,151.5 | | After 5 years | $2,152.4 | | **Total** | **$5,361.9** | [Critical Accounting Policies](index=68&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant judgment in fair value investments, performance allocations, and real estate acquisitions - Fair Value Investments: The company uses fair value accounting for its commingled funds and has elected the fair value option for **72** other unconsolidated investments, requiring subjective estimates for valuation[402](index=402&type=chunk)[404](index=404&type=chunk) - Performance Allocations: These are calculated each period based on the cumulative performance of funds as if the underlying investments were realized at fair value, making them subject to significant volatility and potential reversals[407](index=407&type=chunk) - Real Estate Acquisitions: The allocation of purchase price to land, buildings, and intangible lease values is based on management estimates of relative fair value, which can affect future depreciation and amortization expenses[409](index=409&type=chunk)[410](index=410&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=69&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section incorporates market risk disclosures from Item 7, covering interest rate and foreign currency risks - The information for this item is incorporated by reference from Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations[412](index=412&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements and the auditor's unqualified opinion, noting a critical audit matter on fair value investments - The independent auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of the company's internal control over financial reporting[417](index=417&type=chunk)[418](index=418&type=chunk) - A critical audit matter was identified related to the evaluation of the fair value of certain unconsolidated investments and commingled funds, citing the high degree of subjectivity and sensitivity of the discounted cash flow models used[422](index=422&type=chunk)[423](index=423&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=126&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[701](index=701&type=chunk) [Controls and Procedures](index=126&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[703](index=703&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[705](index=705&type=chunk) [Other Information](index=126&type=section&id=Item%209B.%20Other%20Information) The company reports no director or officer adopted or terminated a Rule 10b5-1 trading arrangement during Q4 2023 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended December 31, 2023[708](index=708&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=126&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reports no applicable information for this item - None[709](index=709&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=127&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's 2024 annual meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2024 annual meeting[711](index=711&type=chunk) [Executive Compensation](index=127&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's 2024 annual meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2024 annual meeting[712](index=712&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=127&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's 2024 annual meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2024 annual meeting[713](index=713&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=127&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's 2024 annual meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2024 annual meeting[714](index=714&type=chunk) [Principal Accounting Fees and Services](index=127&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's 2024 annual meeting proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2024 annual meeting[715](index=715&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=128&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and various exhibits filed as part of the annual report - This item lists all financial statements, schedules, and exhibits filed with the Form 10-K[718](index=718&type=chunk)
Kennedy Wilson(KW) - 2023 Q4 - Annual Results
2024-02-21 21:31
BEVERLY HILLS, Calif. (February 21, 2024) - Kennedy-Wilson Holdings, Inc. (NYSE: KW), a leading global real estate investment company with $25 billion in AUM across its real estate equity and debt investment portfolio, today reported the following results for the fourth quarter and full year of 2023: Kennedy-Wilson Holdings, Inc. Supplemental Financial Information Fourth Quarter and Full Year December 31, 2023 TABLE OF CONTENTS | Earnings Release | | | --- | --- | | News Release | 3 | | Consolidated Balance ...
Kennedy Wilson(KW) - 2023 Q3 - Quarterly Report
2023-11-02 20:18
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 001-33824 Kennedy-Wilson Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-05087 ...
Kennedy Wilson(KW) - 2023 Q2 - Quarterly Report
2023-08-03 22:05
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 001-33824 Kennedy-Wilson Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-0508760 (S ...
Kennedy Wilson(KW) - 2023 Q1 - Earnings Call Transcript
2023-05-06 16:02
Kennedy-Wilson Holdings, Inc. (NYSE:KW) Q1 2023 Earnings Conference Call May 4, 2023 12:00 PM ET Company Participants Daven Bhavsar - Investor Relations Bill McMorrow - Chairman and Chief Executive Officer Mary Ricks - President Matt Windisch - Executive Vice President Justin Enbody - Chief Financial Officer Conference Call Participants Derek Johnston - Deutsche Bank Anthony Paolone - JPMorgan Josh Dennerlein - Bank of America Operator Good day, and welcome to the Kennedy-Wilson First Quarter 2023 Earnings ...
Kennedy Wilson(KW) - 2023 Q1 - Quarterly Report
2023-05-04 20:19
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ EXCHANGE ACT OF 1934 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES Registrant's telephone number, including area code: (310) 887-6400 For the transition period from to . Commission file number 001-33824 Kennedy-Wilson Holdings, Inc. (Exact ...
Kennedy Wilson(KW) - 2022 Q4 - Annual Report
2023-02-22 21:24
PART I [Business](index=5&type=section&id=Item%201.%20Business) A global real estate investment company managing $23.0 billion in assets, primarily focused on multifamily and commercial properties in the Western U.S., UK, and Ireland Company Overview as of December 31, 2022 | Metric | Value | | :--- | :--- | | Real Estate Assets Under Management (AUM) | $23.0 billion | | Total Multifamily Units Managed | 37,781 | | Total Office Square Feet Managed | 11.7 million | | Total Industrial Square Feet Managed | 10.6 million | | Total Retail Square Feet Managed | 3.9 million | | Fee-Bearing Capital | $5.9 billion | - The company's portfolio is geographically concentrated, with **61% in the Western United States** (primarily the Mountain West), 21% in Ireland, and 16% in the United Kingdom[16](index=16&type=chunk) - Kennedy Wilson operates through two primary business segments: the **Consolidated Portfolio** (assets owned and consolidated on the balance sheet) and the **Co-Investment Portfolio** (co-investments with partners, generating fees and performance allocations)[25](index=25&type=chunk)[31](index=31&type=chunk) - The company has a global real estate debt platform with over **$6 billion in capacity**, targeting loans across the capital structure in the U.S., UK, and Europe[49](index=49&type=chunk)[50](index=50&type=chunk) - As of December 31, 2022, **88% of the company's unconsolidated investments** ($2.1 billion) were held at estimated fair value, utilizing discounted cash flow and direct capitalization approaches for valuation[57](index=57&type=chunk)[58](index=58&type=chunk) Key Financial Metrics (2021 vs 2022) | Metric (in millions) | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $540.0 | $453.6 | 19.0% | | Net income to common shareholders | $64.8 | $313.2 | (79.3)% | | Adjusted EBITDA | $591.5 | $927.9 | (36.3)% | | Consolidated NOI | $294.2 | $255.8 | 15.0% | | JV NOI | $157.6 | $124.4 | 26.7% | [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from macroeconomic conditions, real estate industry trends, international operations, and its financial structure - The business is highly sensitive to general economic conditions, with **rising interest rates and inflation negatively impacting real estate values**, sales, and leasing[110](index=110&type=chunk)[111](index=111&type=chunk) - Adverse credit market conditions and rising interest rates increase borrowing costs, with **24% of consolidated debt and 45% of unconsolidated mortgage debt being floating rate**, exposing the company to interest rate fluctuations[115](index=115&type=chunk)[116](index=116&type=chunk) - Significant operations in the UK and Ireland (**41% of 2022 revenues**) expose the company to foreign market risks, including currency fluctuations[127](index=127&type=chunk)[128](index=128&type=chunk) - A substantial portion of the portfolio (**25% of total assets**) is recorded at fair value, which introduces volatility to earnings based on subjective assumptions[134](index=134&type=chunk)[140](index=140&type=chunk) - The company has significant debt and related covenants, and in February 2023, S&P downgraded its credit rating to **'BB' from 'BB+'** due to elevated leverage[114](index=114&type=chunk)[177](index=177&type=chunk)[180](index=180&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[211](index=211&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) The company's consolidated portfolio includes 59 commercial properties and 35 multifamily properties, with 21% of commercial annualized base rent expiring in 2023 Consolidated Properties Summary (December 31, 2022) | Property Type | Region | of Assets | Sq. Ft. / Units | Occupancy/Leased % | | :--- | :--- | :--- | :--- | :--- | | **Commercial** | Western U.S. | 10 | 1.5M sq. ft. | 93% | | | Europe | 49 | 4.8M sq. ft. | 95% | | **Total Commercial** | | **59** | **6.3M sq. ft.** | **95%** | | **Multifamily** | Western U.S. | 35 | 10,513 units | 93% | Consolidated Commercial Lease Expiration Schedule | Year of Expiration | % of Total Annualized Base Rent | | :--- | :--- | | 2023 | 21% | | 2024 | 11% | | 2025 | 11% | | 2026 | 8% | | Thereafter | 49% | [Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any material legal proceedings arising from its ordinary course of business - The company states that it is not currently involved in any legal proceedings that it believes would be material to its business[218](index=218&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[219](index=219&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, it paid quarterly dividends of $0.24 per share in 2022, and actively repurchased shares while growing AUM by 7% - The company's common stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol **'KW'**[221](index=221&type=chunk) - Quarterly dividends of **$0.24 per share** were declared and paid throughout 2022, an increase from the $0.22 per share paid in the first three quarters of 2021[222](index=222&type=chunk) - During the year ended December 31, 2022, the company repurchased and retired **0.6 million shares** of its common stock, with $144.8 million remaining available under the plan[227](index=227&type=chunk)[299](index=299&type=chunk) Change in Assets Under Management (AUM) | Period | AUM (in billions) | Change | | :--- | :--- | :--- | | Dec 31, 2021 | $21.6 | - | | Dec 31, 2022 | $23.0 | +7% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net income and Adjusted EBITDA declined in 2022 due to lower gains on sales, while same-property NOI grew and the company maintained solid liquidity Financial Highlights (2022 vs. 2021) | Metric (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Net Income to Common Shareholders | $64.8 | $313.2 | | Adjusted EBITDA | $591.5 | $927.9 | - The decrease in net income and Adjusted EBITDA was primarily due to **higher gains on sale of real estate** and larger fair value gains on unconsolidated investments recognized in 2021[239](index=239&type=chunk)[244](index=244&type=chunk) Same Property Performance (2022 vs. 2021) | Property Type | Metric | Change | | :--- | :--- | :--- | | Market Rate Multifamily | NOI | +11% | | | Revenue | +10% | | Affordable Multifamily | NOI | +6% | | | Revenue | +7% | | Office | NOI | +1% | | | Revenue | +1% | - The company has a significant development pipeline with an estimated **$1.1 billion total capitalization** for its share of projects, with an additional $379.0 million expected to be spent[290](index=290&type=chunk) - As of December 31, 2022, the company had **$439.3 million of consolidated cash** and $218.0 million of availability under its revolving credit facility[287](index=287&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate and foreign currency fluctuations, which are managed through fixed-rate debt, caps, and hedging - The company's main market risks are from changes in **interest rates and foreign currency exchange rates**[337](index=337&type=chunk) - As of December 31, 2022, **76% of consolidated debt is fixed rate**, and a 100-basis point increase in interest rates would result in a $6.3 million increase in annual interest expense[338](index=338&type=chunk)[341](index=341&type=chunk) - Approximately **37% of the company's investment account is in foreign currencies**, with over 90% of its euro and GBP gross asset carrying value hedged as of year-end 2022[346](index=346&type=chunk) - A hypothetical **5% change in foreign exchange rates** against the U.S. Dollar would impact the company's net asset value by approximately $22.6 million (increase) to $23.1 million (decrease)[349](index=349&type=chunk) [Financial Statements and Supplementary Data](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited consolidated financial statements, with the critical audit matter being the fair value of certain unconsolidated investments Consolidated Balance Sheet Data (in millions) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Assets | $8,271.8 | $7,876.5 | | Total Liabilities | $6,261.4 | $6,072.6 | | Total Equity | $2,010.4 | $1,803.9 | Consolidated Statement of Income Data (in millions) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Total Revenue | $540.0 | $453.6 | | Net Income | $101.9 | $336.4 | | Net Income Attributable to Common Shareholders | $64.8 | $313.2 | - The independent auditor, KPMG LLP, issued an **unqualified opinion** on the consolidated financial statements and on the effectiveness of the company's internal control over financial reporting[402](index=402&type=chunk)[403](index=403&type=chunk) - The critical audit matter identified by the auditor was the **evaluation of the fair value of certain unconsolidated investments** and commingled funds, noting the high degree of subjectivity in valuation models[407](index=407&type=chunk)[408](index=408&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=119&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[676](index=676&type=chunk) [Controls and Procedures](index=119&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls, procedures, and internal controls over financial reporting were effective as of year-end 2022 - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2022[678](index=678&type=chunk) - Based on an evaluation against the COSO framework, management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2022[680](index=680&type=chunk) [Other Information](index=119&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[683](index=683&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=120&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information concerning directors, executive officers, and corporate governance is incorporated by reference from the company's 2023 proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2023 annual meeting[686](index=686&type=chunk) [Executive Compensation](index=120&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation is incorporated by reference from the company's 2023 proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2023 annual meeting[687](index=687&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=120&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information concerning security ownership is incorporated by reference from the company's 2023 proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2023 annual meeting[688](index=688&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=120&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the company's 2023 proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2023 annual meeting[689](index=689&type=chunk) [Principal Accounting Fees and Services](index=120&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information concerning accounting fees and services is incorporated by reference from the company's 2023 proxy statement - Information is incorporated by reference from the definitive proxy statement for the 2023 annual meeting[690](index=690&type=chunk) - The company's independent registered public accounting firm is KPMG LLP[690](index=690&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=121&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the annual report, including financial statements, schedules, and all exhibits - This section contains the index of all financial statements, schedules, and exhibits filed with the Form 10-K[693](index=693&type=chunk)
Kennedy Wilson(KW) - 2022 Q4 - Earnings Call Transcript
2023-02-22 19:42
Kennedy-Wilson Holdings, Inc. (NYSE:KW) Q4 2022 Earnings Conference Call February 22, 2023 12:00 PM ET Company Participants Daven Bhavsar - Vice President, Investor Relations Bill McMorrow - Chairman and Chief Executive Officer Mary Ricks - President Matt Windisch - Executive Vice President Justin Enbody - Chief Financial Officer Conference Call Participants Anthony Paolone - JPMorgan Derek Johnston - Deutsche Bank Operator Good day and welcome to the Kennedy-Wilson Fourth Quarter 2022 Earnings Conference C ...
Kennedy Wilson(KW) - 2022 Q3 - Earnings Call Transcript
2022-11-05 18:23
Kennedy-Wilson Holdings, Inc. (NYSE:KW) Q3 2022 Earnings Conference Call November 3, 2022 12:00 PM ET Company Participants Daven Bhavsar - Vice President of Investor Relations William McMorrow - Chairman and CEO Justin Enbody - CFO Matt Windisch - Executive Vice President Mary Ricks - President Conference Call Participants Anthony Paolone - JPMorgan Wendy Ma - Evercore Operator Good morning, and welcome to the Kennedy-Wilson Third Quarter 2022 Earnings Conference Call. [Operator Instructions] Please note t ...
Kennedy Wilson(KW) - 2022 Q3 - Quarterly Report
2022-11-03 20:38
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 001-33824 Kennedy-Wilson Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-05087 ...