x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-0508760
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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9701 Wilshire Blvd., Suite 700
Beverly Hills, CA
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90212
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, $.0001 par value
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NYSE
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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disruptions in general economic and business conditions, particularly in geographies where our business may be concentrated;
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•
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volatility and disruption of the capital and credit markets, higher interest rates, higher loan costs, less desirable loan terms and a reduction in the availability of mortgage loans, all of which could increase costs and could limit our ability to acquire additional real estate assets;
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•
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continued high levels of, or increases in, unemployment and general slowdowns in commercial activity;
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•
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our leverage and ability to refinance existing indebtedness or incur additional indebtedness;
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•
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an increase in our debt service obligations;
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•
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our ability to generate a sufficient amount of cash to satisfy working capital requirements and to service our existing and future indebtedness;
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•
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our ability to achieve improvements in operating efficiency;
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•
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foreign currency fluctuations;
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•
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adverse changes in the securities markets;
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•
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our ability to retain our senior management and attract and retain qualified and experienced employees;
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•
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our ability to attract new user and investor clients;
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•
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our ability to retain major clients and renew related contracts;
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•
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trends in use of large, full-service commercial real estate providers;
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•
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changes in tax laws in the United States or Japan that reduce or eliminate deductions or other tax benefits we receive;
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future acquisitions may not be available at favorable prices or upon advantageous terms and conditions; and
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•
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costs relating to the acquisition of assets we may acquire could be higher than anticipated.
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Item 1.
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Business
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•
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significant proprietary deal flow from an established network of industry relationships, particularly with financial institutions;
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•
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focus on a systematic research process with a disciplined approach to investing; and
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•
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superior in-house operating execution.
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•
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real estate owners or lenders seeking liquidity;
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•
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under-managed or under-leased assets; and
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•
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repositioning opportunities.
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As of December 31,
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||||||
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2012
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2011
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||||
Dollars in millions
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|
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||||
Investment in joint ventures
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$
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543.2
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343.4
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Real estate
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289.4
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115.9
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Mortgage debt
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(236.5
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)
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(30.7
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)
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Notes receivable
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136.6
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41.2
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Loan pool participations
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95.6
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90.0
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Marketable securities
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—
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23.0
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$
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828.3
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$
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582.8
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Dollars in millions
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||||||||||||||||||
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Multifamily
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Loans Secured by
Real Estate
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Commercial
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Residential, Hotel, and Other
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Total
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||||||||||
Western U.S.
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$
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170.8
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$
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69.0
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$
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159.5
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$
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106.9
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$
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506.2
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Other U.S.
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0.4
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—
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3.3
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10.5
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14.2
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Japan
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102.7
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—
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8.6
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—
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111.3
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United Kingdom
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—
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120.4
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—
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—
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120.4
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Ireland
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22.4
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44.3
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9.5
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—
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76.2
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Total
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$
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296.3
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$
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233.7
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$
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180.9
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$
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117.4
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$
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828.3
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Dollars in millions
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||||||||||||||||||
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Multifamily
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Loans Secured by
Real Estate
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Commercial
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Residential, Hotel, and Other
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Total
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||||||||||
Western U.S.
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$
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131.3
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$
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106.5
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$
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52.3
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$
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78.4
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$
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368.5
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Other U.S.
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0.2
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4.8
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0.7
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4.2
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9.9
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Japan
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112.1
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—
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9.3
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—
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121.4
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United Kingdom
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—
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60.0
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—
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—
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60.0
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Ireland
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—
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—
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—
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23.0
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23.0
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Total
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$
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243.6
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$
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171.3
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$
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62.3
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$
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105.6
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$
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582.8
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•
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highly leveraged property owners who will have loans maturing in 2013-2017 but will be unable to refinance;
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•
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asset and loan sales directly from financial institutions; and
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companies reducing real estate portfolios to raise cash and improve their balance sheets
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•
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Transaction experience:
Our Executive Committee has more than 125 years of combined real estate experience and has been working and investing together on average for over 15 years. Members of the Executive Committee have collectively acquired, developed and managed in excess of $20 billion of real estate investments in the United States, the United Kingdom, Ireland and Japan throughout various economic cycles, both at our company and throughout their careers.
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•
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Extensive relationship and sourcing network:
We leverage our services business in order to source off-market deals. In addition, the Executive Committee and our acquisition team have transacted deals in nearly every major metropolitan market on the West Coast of the United States, as well as in the United Kingdom, Ireland and Japan. Their local presence
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•
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Structuring expertise and speed of execution:
Prior acquisitions completed by us have taken a variety of forms including direct property investments, joint ventures, exchanges involving stock or operating partnership units, participating loans and investments in performing and non-performing mortgages with the objective of long-term ownership. We believe we have developed a reputation of being able to quickly execute, as well as originate and creatively structure acquisitions, dispositions and financing transactions.
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•
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Vertically integrated platform for operational enhancement:
We have approximately
340
employees in both KW Investments and KW Services, with
24
regional offices throughout the United States, the United Kingdom, Ireland, Spain and Japan. We have a hands-on approach to real estate investing and possess the local expertise in property management, leasing, construction management, development and investment sales, which we believe enable us to invest successfully in selected submarkets.
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•
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Risk protection and investment discipline:
We underwrite our investments based upon a thorough examination of property economics and a critical understanding of market dynamics and risk management strategies. We conduct an in-depth sensitivity analysis on each of our acquisitions. This analysis applies various economic scenarios that include changes to rental rates, absorption periods, operating expenses, interest rates, exit values and holding periods. We use this analysis to develop our disciplined acquisition strategies.
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Item 1A.
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Risk Factors
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•
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a general decline in rents due to defaulting tenants or less favorable terms for renewed or new leases;
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•
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fewer purchases and sales of properties by clients, resulting in a decrease in property management fees and brokerage commissions;
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•
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a decline in actual and projected sale prices of our properties resulting in lower returns on the properties in which we have invested;
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•
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higher interest rates, higher loan costs, less desirable loan terms and a reduction in the availability of mortgage loans, all of which could increase costs and could limit our ability to acquire additional real estate assets; and
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•
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a decrease in the availability of lines of credit and the public equity and debt markets and other sources of capital used to purchase real estate investments and distressed notes.
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•
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civil unrest, acts of war and terrorism and acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured or underinsured losses);
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•
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the impact of present or future legislation in the United States, United Kingdom, Ireland and Japan (including environmental regulation, changes in laws concerning foreign ownership of property, changes in real estate tax rates, changes in zoning laws and laws requiring upgrades for disabled persons) and the cost of compliance with these types of legislation; and
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•
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liabilities relating to claims to the extent insurance is not available or is inadequate.
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•
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shortages of materials or skilled labor;
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•
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a change in the scope of the original project;
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•
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the difficulty in obtaining necessary zoning, land-use, environmental, building, occupancy and other governmental permits and authorizations;
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•
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the discovery of structural or other latent defects in the property once construction has commenced; and
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•
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delays in obtaining tenants.
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•
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restrictions and problems relating to the repatriation of profits;
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•
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difficulties and costs of staffing and managing international operations;
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•
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the burden of complying with multiple and potentially conflicting laws;
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•
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laws restricting foreign companies from conducting business and unexpected changes in regulatory requirements;
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•
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the impact of different business cycles and economic instability;
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•
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political instability and civil unrest;
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•
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greater difficulty in perfecting our security interests, collecting accounts receivable, foreclosing on security and protecting our interests as a creditor in bankruptcies in certain geographic regions;
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•
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potentially adverse tax consequences;
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•
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share ownership restrictions on foreign operations;
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•
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the tax and tariff regimes of the countries in which we do business; and
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•
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geographic, time zone, language and cultural differences between personnel in different areas of the world.
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•
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selling commercial and residential properties on behalf of customers through brokerage and auction services;
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•
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leasing and property management, including construction and engineering services;
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•
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purchasing commercial and residential properties, as well as undeveloped land for our own account; and
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•
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acquiring secured and unsecured loans.
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•
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the attractiveness of the properties to tenants;
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•
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competition from other available space;
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•
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our ability to provide adequate maintenance and obtain insurance and to pay increased operating expenses which may not be passed through to tenants;
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•
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the availability of capital to periodically renovate, repair and maintain the properties, as well as for other operating expenses; and
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•
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the existence of potential tenants desiring to lease the properties.
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•
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incur additional indebtedness;
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•
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repay indebtedness (including our 8.75% senior notes due 2019, our 2037 debentures and our senior notes due 2042) prior to stated maturities;
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•
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pay dividends on, redeem or repurchase our stock or make other distributions;
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•
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make acquisitions or investments;
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•
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create or incur liens;
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•
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transfer or sell certain assets or merge or consolidate with or into other companies;
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•
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enter into certain transactions with affiliates;
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•
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sell stock in our subsidiaries;
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•
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restrict dividends, distributions or other payments from our subsidiaries; and
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•
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otherwise conduct necessary corporate activities.
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•
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the special purpose property-owning subsidiary's filing a voluntary petition for bankruptcy;
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•
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the special purpose property-owning subsidiary's failure to maintain its status as a special purpose entity; and
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•
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subject to certain conditions, the special purpose property-owning subsidiary's failure to obtain lender's written consent prior to any subordinate financing or other voluntary lien encumbering the associated property.
|
•
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changes in real estate prices;
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•
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actual or anticipated fluctuations in our quarterly and annual results and those of our publicly held competitors;
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•
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mergers and strategic alliances among any real estate companies;
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•
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market conditions in the industry;
|
•
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changes in government regulation and taxes;
|
•
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shortfalls in our operating results from levels forecasted by securities analysts;
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•
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investor sentiment toward the stock of real estate companies in general;
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•
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announcements concerning us or our competitors; and
|
•
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the general state of the securities markets.
|
•
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a limited availability of market quotations for our common stock;
|
•
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a limited amount of news and analyst coverage for our company;
|
•
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a decreased ability for us to issue additional securities or obtain additional financing in the future; and
|
•
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limited liquidity for our stockholders due to thin trading.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Consolidated Properties by Region
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|||
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Units
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Acres
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# of Properties
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|||
Residential
|
|
|
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|
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|||
Western U.S.
|
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3
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|
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0.6
|
|
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2
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Other
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44
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|
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—
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1
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Land
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Western U.S.
|
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—
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2,720.5
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4
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Total Residential and Land
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47
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2,721.1
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7
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Location
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Use
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Approximate
Square Footage
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Lease Expiration
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Beverly Hills, CA
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Corporate Headquarters
|
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20,236
|
|
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12/31/16
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Austin, TX
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Regional Office; Disaster Recovery Office
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6,864
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|
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7/31/17
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Common Stock
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||||||
High
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Low
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||||||
Fiscal year 2012
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|
|
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||||
Quarter ended March 31, 2012
|
|
$
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14.42
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|
|
$
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10.68
|
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Quarter ended June 30, 2012
|
|
$
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14.40
|
|
|
$
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12.70
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Quarter ended September 30, 2012
|
|
$
|
14.60
|
|
|
$
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13.16
|
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Quarter ended December 31, 2012
|
|
$
|
14.20
|
|
|
$
|
11.89
|
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Fiscal year 2011
|
|
|
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|
||||
Quarter ended March 31, 2011
|
|
$
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11.02
|
|
|
$
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9.90
|
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Quarter ended June 30, 2011
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|
$
|
12.30
|
|
|
$
|
10.70
|
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Quarter ended September 30, 2011
|
|
$
|
12.55
|
|
|
$
|
10.40
|
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Quarter ended December 31, 2011
|
|
$
|
12.79
|
|
|
$
|
10.25
|
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Period
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Total
Number of
Warrants
Purchased
|
|
|
|
Average
Price Paid
per Warrant
|
|
Total Number
of Warrants
Purchased as
Part of
Publicly
Announced
Plans or
Programs
|
|
Maximum Number of Warrants that May be Purchased
under the Plans or
Programs
|
|||||
Warrants
|
|
|
|
|
|
|
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|
|||||
October 1 to October 31
|
|
—
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|
|
|
|
$
|
—
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|
|
—
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|
|
5,934,144
|
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November 1 to November 30
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,934,144
|
|
|
December 1 to December 31
|
|
111,400
|
|
|
(1)
|
|
1.93
|
|
|
111,400
|
|
|
5,822,744
|
|
Item 6.
|
Selected Financial Data
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Statements of operations data and
dividends:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
64,056,000
|
|
|
$
|
62,633,000
|
|
|
$
|
50,536,000
|
|
|
$
|
86,235,000
|
|
|
$
|
32,225,000
|
|
Merger-related expenses
|
|
—
|
|
|
—
|
|
|
2,225,000
|
|
|
16,120,000
|
|
|
—
|
|
|||||
Other operating expenses
|
|
91,495,000
|
|
|
66,052,000
|
|
|
67,712,000
|
|
|
78,752,000
|
|
|
32,571,000
|
|
|||||
Equity in joint venture income
|
|
21,527,000
|
|
|
12,507,000
|
|
|
10,548,000
|
|
|
8,019,000
|
|
|
10,097,000
|
|
|||||
Interest income from loan pool
participations and notes receivable
|
|
9,256,000
|
|
|
7,886,000
|
|
|
11,855,000
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
|
6,839,000
|
|
|
7,478,000
|
|
|
6,485,000
|
|
|
(9,657,000
|
)
|
|
667,000
|
|
|||||
Basic earnings (loss) per share
|
|
(0.07
|
)
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
(0.57
|
)
|
|
0.03
|
|
|||||
Dividends declared per share of
common stock
|
|
0.20
|
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
As of December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
120,855,000
|
|
|
$
|
115,926,000
|
|
|
$
|
46,968,000
|
|
|
$
|
57,784,000
|
|
|
$
|
25,831,000
|
|
Real estate, net of accumulated
depreciation
|
|
289,449,000
|
|
|
115,880,000
|
|
|
82,701,000
|
|
|
40,581,000
|
|
|
48,727,000
|
|
|||||
Investments in joint ventures (separate JVs)
|
|
832,642,000
|
|
|
459,247,000
|
|
|
349,587,000
|
|
|
228,305,000
|
|
|
190,915,000
|
|
|||||
Investments in loan pool
participations
|
|
95,601,000
|
|
|
89,951,000
|
|
|
25,218,000
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
1,283,789,000
|
|
|
792,776,000
|
|
|
487,848,000
|
|
|
336,257,000
|
|
|
256,837,000
|
|
|||||
Mortgage loans and notes payable
|
|
236,538,000
|
|
|
30,748,000
|
|
|
60,032,000
|
|
|
50,101,000
|
|
|
50,736,000
|
|
|||||
Unsecured corporate debt
|
|
449,640,000
|
|
|
289,385,000
|
|
|
67,750,000
|
|
|
77,472,000
|
|
|
80,687,000
|
|
|||||
Total debt
|
|
686,178,000
|
|
|
320,133,000
|
|
|
127,782,000
|
|
|
127,573,000
|
|
|
131,423,000
|
|
|||||
Kennedy Wilson equity
|
|
509,644,000
|
|
|
410,235,000
|
|
|
300,192,000
|
|
|
177,314,000
|
|
|
105,551,000
|
|
|||||
Total equity
|
|
$
|
518,780,000
|
|
|
$
|
413,568,000
|
|
|
$
|
312,906,000
|
|
|
$
|
179,336,000
|
|
|
$
|
105,802,000
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
During the three months ended
December 31, 2012
, the Company achieved an adjusted EBITDA of
$44.9 million
, a
51%
increase from
$29.7 million
for the same period in 2011.
|
•
|
During the year ended
December 31, 2012
, the Company achieved an adjusted EBITDA of
$100.3 million
, a
41%
increase from
$71.2 million
for the same period in 2011.
|
•
|
As of
December 31, 2012
, our investment account (Kennedy Wilson's equity in real estate, joint ventures, loan investments and marketable securities, less mortgage debt) increased by
42%
to $
828.3
million from $
582.8
million at December 31, 2011. This change was comprised of approximately
$469.6 million
(including
$230.3 million
during the fourth quarter) of cash contributed to, offset by income earned on investments and approximately
$224.0 million
(including
$60.0 million
during the fourth quarter) of cash distributed from investments.
|
•
|
As of
December 31, 2012
, the Company and its equity partners owned 16.1 million rentable square feet of real estate including 14,764 apartment units and 30 commercial properties. Additionally, as of
December 31, 2012
, the Company and its equity partners owned $2.2 billion in loans secured by real estate and over 3,300 acres of land.
|
•
|
During the three months ended
December 31, 2012
, our investments business achieved an Adjusted EBITDA of
$42.0 million
, a
159%
increase from
$16.1 million
for the same period in 2011.
|
•
|
During the year ended
December 31, 2012
, our investments business achieved an Adjusted EBITDA of
$88.5 million
, a
68%
increase from
$52.7 million
for the same period in 2011.
|
•
|
During the year ended December 31, 2012, based on 9,015 same property multifamily units, rental revenues and net operating income increased by 3.6% and 5.9%, respectively, while percentage leased decreased by 0.2% from 2011. In addition, based on 2.2 million square feet of same property commercial real estate, rental revenues, net operating income and occupancy increased by 9.9%, 13.2% and 5.1%, respectively.
|
•
|
From January 1, 2010 through
December 31, 2012
, the Company and its equity partners, acquired approximately $8.0 billion of real estate related investments (includes unpaid principal balance of loan purchases). During 2012, the Company and its equity partners acquired $2.9 billion of real estate related investments. This includes $1.4 billion of real estate and $1.5 billion of loans secured by real estate in which we invested $206.1 million and $196.2 million, respectively.
|
•
|
During the year ended December 31, 2012, the Company and its equity partners sold six multifamily properties (through property sales and sale of equity interest) located in the Western U.S. for a total of
$251.7 million
, which resulted in a total gain of
$33.7 million
, of which our share was
$10.1 million
($20.7 million of our equity invested).
|
•
|
During the year ended December 31, 2012, the Company and its equity partners completed approximately $928.7 million of property financings and re-financings at an average interest rate of 3.8% and a weighted average maturity of 6.0 years.
|
•
|
During the year ended December 31, 2011, the Company and its equity partners completed approximately $1.6 billion of property financings and re-financings at an average interest rate of 4.2% and a weighted average maturity of 3.3 years.
|
•
|
Our current equity in this investment is $60.4 million; we own 12.5% before carried interest.
|
•
|
In December 2011, we and our equity partners acquired a loan pool secured by real estate located in the United Kingdom with an unpaid principal balance of
$2.1 billion
. As of
December 31, 2012
, the unpaid principal balance was
$765.8 million
due to loan resolutions of approximately
$1.3 billion
, representing
64%
of the pool. The total debt incurred at the venture level at the time of purchase of these loans was
$323.4 million
with a maturity date of October 2014. As a result of the loan resolutions, the venture level debt has been paid down by
$297.6 million
to
$25.8 million
as of
December 31, 2012
.
|
•
|
Our current equity in this investment is
$102.7
million; we own 40.9% before carried interest.
|
•
|
Maintained
96.4%
occupancy in 50 apartment buildings with over 2,400 units.
|
•
|
Since Fairfax Financial became our partner in the Japanese apartment portfolio in September 2010, we have distributed a total of
$56.5 million
, of which our share was
$26.4 million
.
|
•
|
Management and leasing fees and commissions decreased by
42%
to $
17.8 million
for the three months ended
December 31, 2012
from $
30.8 million
for the same period in 2011.
|
•
|
During the three months ended
December 31, 2012
, our services business achieved an EBITDA of
$9.0 million
, a
53%
decrease from
$19.2 million
for the same period in 2011.
|
•
|
Management and leasing fees and commissions decreased by
7%
to
$53.3 million
for the year ended
December 31, 2012
from
$57.1 million
for the same period in 2011. Included in management and leasing fees and commissions for the year ended
December 31, 2012
and 2011 are
$4.4 million
and
$21.6 million
, respectively, of acquisition fees related to the acquisition of the Bank of Ireland stock and the UK loan pool in 2011. Excluding the acquisition fees, the Company achieved a
38%
increase in management and leasing fees and commissions for the year ended
December 31, 2012
as compared to the same period in 2011.
|
•
|
During the year ended
December 31, 2012
, our services business achieved an EBITDA of
$20.2 million
, a
22%
decrease from
$25.7 million
for the same period in 2011. Excluding the acquisition fees related to the acquisition of the Bank of Ireland stock and the UK loan pool in 2011 of
$4.4 million
and
$21.6 million
for the year ended
December 31, 2012
and 2011, respectively, the Company achieved a
282%
increase in its services EBITDA for the year ended
December 31, 2012
as compared to the same period in 2011.
|
•
|
In July 2012, the Company issued 8.6 million shares of common stock primarily to institutional investors, resulting in gross proceeds of $112.1 million, of which $40.0 million was used to pay off the outstanding balance on our line of credit.
|
•
|
During the three months ended
December 31, 2012
, the Company issued $155.0 million of senior notes.
|
•
|
Subsequent to
December 31, 2012
, we have acquired or have entered into contracts to acquire approximately $1.2 billion of real estate related investments which include 1.6 million rentable square feet of real estate, comprised of 725 apartment units and one commercial property along with $727.6 million of loans secured by real estate and 301 residential lots. We expect the acquisitions to be joint venture investments.
|
•
|
Subsequent to December 31, 2012, KW Residential, LLC settled several Japanese yen related hedges resulting in cash proceeds of $23.7 million to the joint venture, of which our share was $10.6 million.
|
•
|
In December 2012, we invested
$43.6 million
of our equity and borrowed
$79.3 million
to acquire a loan secured by a shopping center in the United Kingdom. Additionally, in partnership with an institutional investor, we acquired a loan pool with an
|
•
|
During March 2013, we drew $35 million on our unsecured credit facility.
|
|
|
Year Ended December 31
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Management and leasing fees
|
|
$
|
40,304,000
|
|
|
$
|
27,116,000
|
|
|
$
|
21,330,000
|
|
Commissions
|
|
12,955,000
|
|
|
29,960,000
|
|
|
11,734,000
|
|
|||
Sale of real estate
|
|
2,271,000
|
|
|
417,000
|
|
|
13,472,000
|
|
|||
Rental and other income
|
|
8,526,000
|
|
|
5,140,000
|
|
|
4,000,000
|
|
|||
Total revenue
|
|
64,056,000
|
|
|
62,633,000
|
|
|
50,536,000
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Commission and marketing expenses
|
|
4,550,000
|
|
|
3,965,000
|
|
|
3,186,000
|
|
|||
Compensation and related expenses
|
|
55,834,000
|
|
|
41,129,000
|
|
|
38,155,000
|
|
|||
Merger related expenses
|
|
—
|
|
|
—
|
|
|
2,225,000
|
|
|||
Cost of real estate sold
|
|
2,230,000
|
|
|
397,000
|
|
|
11,526,000
|
|
|||
General and administrative
|
|
19,448,000
|
|
|
14,455,000
|
|
|
11,314,000
|
|
|||
Depreciation and amortization
|
|
4,937,000
|
|
|
2,798,000
|
|
|
1,618,000
|
|
|||
Rental operating expense
|
|
4,496,000
|
|
|
3,308,000
|
|
|
1,913,000
|
|
|||
Total operating expenses
|
|
91,495,000
|
|
|
66,052,000
|
|
|
69,937,000
|
|
|||
Equity in joint venture income
|
|
21,527,000
|
|
|
12,507,000
|
|
|
10,548,000
|
|
|||
Interest income from loan pool participations and notes
receivable
|
|
9,256,000
|
|
|
7,886,000
|
|
|
11,855,000
|
|
|||
Operating income
|
|
3,344,000
|
|
|
16,974,000
|
|
|
3,002,000
|
|
|||
Non-operating income (expense)
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,938,000
|
|
|
2,306,000
|
|
|
854,000
|
|
|||
Acquisition related gains
|
|
25,476,000
|
|
|
6,348,000
|
|
|
2,108,000
|
|
|||
Gain on sale of marketable securities
|
|
4,353,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on early extinguishment of mortgage debt
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
|||
Loss on early extinguishment of corporate debt
|
|
—
|
|
|
—
|
|
|
(4,788,000
|
)
|
|||
Acquisition related expenses
|
|
(675,000
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(28,595,000
|
)
|
|
(20,507,000
|
)
|
|
(7,634,000
|
)
|
|||
Income from continuing operations before
benefit from (provision for) income taxes |
|
6,841,000
|
|
|
5,121,000
|
|
|
10,212,000
|
|
|||
Benefit from (provision for) income taxes
|
|
208,000
|
|
|
2,014,000
|
|
|
(3,727,000
|
)
|
|||
Income from continuing operations
|
|
7,049,000
|
|
|
7,135,000
|
|
|
6,485,000
|
|
|||
Income from discontinued operations, net of income taxes
|
|
2,000
|
|
|
8,000
|
|
|
—
|
|
|||
(Loss) gain from sale of real estate, net of income taxes
|
|
(212,000
|
)
|
|
335,000
|
|
|
—
|
|
|||
Net income
|
|
6,839,000
|
|
|
7,478,000
|
|
|
6,485,000
|
|
|||
Net income attributable to the noncontrolling interests
|
|
(2,589,000
|
)
|
|
(1,132,000
|
)
|
|
(2,979,000
|
)
|
|||
Net income attributable to Kennedy-Wilson Holdings, Inc.
|
|
4,250,000
|
|
|
6,346,000
|
|
|
3,506,000
|
|
|||
Preferred stock dividends and accretion of issuance costs
|
|
(8,144,000
|
)
|
|
(8,744,000
|
)
|
|
(4,558,000
|
)
|
|||
Net loss attributable to Kennedy
Wilson Holdings, Inc. common shareholders
|
|
$
|
(3,894,000
|
)
|
|
$
|
(2,398,000
|
)
|
|
$
|
(1,052,000
|
)
|
EBITDA
(1)
|
|
$
|
92,174,000
|
|
|
$
|
66,122,000
|
|
|
$
|
48,108,000
|
|
Adjusted EBITDA
(2)
|
|
$
|
100,321,000
|
|
|
$
|
71,177,000
|
|
|
$
|
58,427,000
|
|
|
|
Three months ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Investments
|
|
|
|
|
|
|||
Rental and other income and sale of real estate
|
|
$
|
5,090,000
|
|
|
$
|
1,781,000
|
|
Operating expenses
|
|
(19,159,000
|
)
|
|
(7,019,000
|
)
|
||
Equity in joint venture income
|
|
9,055,000
|
|
|
5,278,000
|
|
||
Income from loan pool participations and notes receivable
|
|
2,130,000
|
|
|
2,051,000
|
|
||
Operating (loss) income
|
|
(2,884,000
|
)
|
|
2,091,000
|
|
||
Interest income - related party
|
|
397,000
|
|
|
2,021,000
|
|
||
Acquisition related gain
|
|
25,476,000
|
|
|
—
|
|
||
Gain on sale of marketable securities
|
|
1,422,000
|
|
|
—
|
|
||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
||
Interest expense
|
|
(1,983,000
|
)
|
|
(1,327,000
|
)
|
||
Income from continuing operations
|
|
22,428,000
|
|
|
2,785,000
|
|
||
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
8,000
|
|
||
Gain from sale of real estate, net of income taxes
|
|
—
|
|
|
335,000
|
|
||
Net income
|
|
22,428,000
|
|
|
3,128,000
|
|
||
Add back:
|
|
|
|
|
|
|||
Interest expense
|
|
1,983,000
|
|
|
1,327,000
|
|
||
Kennedy Wilson's share of interest expense included investment in joint ventures and loan pool participation
|
|
6,048,000
|
|
|
8,472,000
|
|
||
Depreciation and amortization
|
|
1,889,000
|
|
|
851,000
|
|
||
Kennedy Wilson's share of depreciation and amortization included in investment in joint ventures
|
|
9,614,000
|
|
|
2,342,000
|
|
||
EBITDA
|
|
$
|
41,962,000
|
|
|
$
|
16,120,000
|
|
|
|
Three months ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Services
|
|
|
|
|
|
|
||
Management and leasing fees and commissions
|
|
$
|
17,786,000
|
|
|
$
|
30,839,000
|
|
Operating expenses
|
|
(8,837,000
|
)
|
|
(11,658,000
|
)
|
||
Operating income
|
|
8,949,000
|
|
|
19,181,000
|
|
||
Net income
|
|
8,949,000
|
|
|
19,181,000
|
|
||
Add back:
|
|
|
|
|
||||
Depreciation and amortization
|
|
54,000
|
|
|
45,000
|
|
||
EBITDA
|
|
$
|
9,003,000
|
|
|
$
|
19,226,000
|
|
|
|
Three Months Ended
|
||||||
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Net income
|
|
$
|
10,496,000
|
|
|
$
|
9,830,000
|
|
Non-GAAP adjustments:
|
|
|
|
|
||||
Add back:
|
|
|
|
|
||||
Interest expense
|
|
8,616,000
|
|
|
6,634,000
|
|
||
Kennedy Wilson's share of interest expense included in investment
in joint ventures and loan pool participations
|
|
6,048,000
|
|
|
8,472,000
|
|
||
Depreciation and amortization
|
|
2,034,000
|
|
|
970,000
|
|
||
Kennedy Wilson's share of depreciation and amortization included
in investment in joint ventures
|
|
9,614,000
|
|
|
2,342,000
|
|
||
Provision for (benefit from) income taxes
|
|
4,913,000
|
|
|
148,000
|
|
||
EBITDA
|
|
41,721,000
|
|
|
28,396,000
|
|
||
Stock-based compensation
|
|
3,147,000
|
|
|
1,294,000
|
|
||
Adjusted EBITDA
|
|
$
|
44,868,000
|
|
|
$
|
29,690,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
6,839,000
|
|
|
$
|
7,478,000
|
|
|
$
|
6,485,000
|
|
Add back:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
28,595,000
|
|
|
20,507,000
|
|
|
7,634,000
|
|
|||
Kennedy-Wilson's share of interest expense included
in investment in joint ventures and loan pool participations |
|
29,412,000
|
|
|
23,453,000
|
|
|
13,802,000
|
|
|||
Depreciation and amortization
|
|
4,937,000
|
|
|
2,798,000
|
|
|
1,618,000
|
|
|||
Kennedy-Wilson's share of depreciation and amortization
included in investment in joint ventures |
|
22,599,000
|
|
|
13,900,000
|
|
|
10,054,000
|
|
|||
Loss on early extinguishment of corporate debt
|
|
—
|
|
|
—
|
|
|
4,788,000
|
|
|||
(Benefit from) provision for income taxes
|
|
(208,000
|
)
|
|
(2,014,000
|
)
|
|
3,727,000
|
|
|||
EBITDA
(1)
|
|
92,174,000
|
|
|
66,122,000
|
|
|
48,108,000
|
|
|||
Add back:
|
|
|
|
|
|
|
||||||
Merger related expenses, including compensation related and general and
administrative
|
|
—
|
|
|
—
|
|
|
2,225,000
|
|
|||
Stock based compensation
|
|
8,147,000
|
|
|
5,055,000
|
|
|
8,094,000
|
|
|||
Adjusted EBITDA
(2)
|
|
$
|
100,321,000
|
|
|
$
|
71,177,000
|
|
|
$
|
58,427,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Investments
|
|
|
|
|
|
|
||||||
Rental and other income and sale of real estate
(3)
|
|
$
|
10,797,000
|
|
|
$
|
5,557,000
|
|
|
$
|
17,472,000
|
|
Operating expenses
|
|
41,247,000
|
|
|
21,722,000
|
|
|
27,585,000
|
|
|||
Equity in income of joint ventures
|
|
21,527,000
|
|
|
12,507,000
|
|
|
10,548,000
|
|
|||
Interest income from loan pool participations and notes receivable
|
|
9,256,000
|
|
|
7,886,000
|
|
|
11,855,000
|
|
|||
Operating income
|
|
333,000
|
|
|
4,228,000
|
|
|
12,290,000
|
|
|||
Interest income - related party
|
|
2,805,000
|
|
|
2,021,000
|
|
|
—
|
|
|||
Acquisition related gain
|
|
25,476,000
|
|
|
6,348,000
|
|
|
2,108,000
|
|
|||
Gain on sale of marketable securities
|
|
4,353,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
|||
Acquisition-related expenses
|
|
(675,000
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(2,460,000
|
)
|
|
(1,552,000
|
)
|
|
(676,000
|
)
|
|||
Income from continuing operations
|
|
29,832,000
|
|
|
11,045,000
|
|
|
30,392,000
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income taxes
|
|
2,000
|
|
|
8,000
|
|
|
—
|
|
|||
(Loss) gain from sale of real estate
|
|
(212,000
|
)
|
|
335,000
|
|
|
—
|
|
|||
Income before provision for income taxes
|
|
29,622,000
|
|
|
11,388,000
|
|
|
30,392,000
|
|
|||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Add back:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
2,460,000
|
|
|
1,552,000
|
|
|
676,000
|
|
|||
Kennedy Wilson's share of interest expense included in
investment in joint ventures and loan pool participation |
|
29,412,000
|
|
|
23,453,000
|
|
|
13,802,000
|
|
|||
Depreciation and amortization
|
|
4,427,000
|
|
|
2,420,000
|
|
|
1,342,000
|
|
|||
Kennedy Wilson's share of depreciation and amortization
included in investment in joint ventures |
|
22,599,000
|
|
|
13,900,000
|
|
|
10,054,000
|
|
|||
EBITDA
(1)
|
|
$
|
88,520,000
|
|
|
$
|
52,713,000
|
|
|
$
|
56,266,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Services
|
|
|
|
|
|
|
||||||
Management and leasing fees and commissions
|
|
$
|
53,259,000
|
|
|
$
|
57,076,000
|
|
|
$
|
33,064,000
|
|
Operating expenses
|
|
33,248,000
|
|
|
31,499,000
|
|
|
23,701,000
|
|
|||
Operating income
|
|
20,011,000
|
|
|
25,577,000
|
|
|
9,363,000
|
|
|||
Income before provision for income taxes
|
|
20,011,000
|
|
|
25,577,000
|
|
|
9,363,000
|
|
|||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Add back:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
161,000
|
|
|
143,000
|
|
|
117,000
|
|
|||
EBITDA and Adjusted EBTIDA
(1) (2)
|
|
$
|
20,172,000
|
|
|
$
|
25,720,000
|
|
|
$
|
9,480,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Corporate:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
(17,000,000
|
)
|
|
(12,831,000
|
)
|
|
(18,651,000
|
)
|
|||
Operating loss
|
|
(17,000,000
|
)
|
|
(12,831,000
|
)
|
|
(18,651,000
|
)
|
|||
Interest income
|
|
133,000
|
|
|
285,000
|
|
|
192,000
|
|
|||
Interest income - related party
|
|
—
|
|
|
—
|
|
|
662,000
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(4,788,000
|
)
|
|||
Interest expense
|
|
(26,135,000
|
)
|
|
(18,955,000
|
)
|
|
(6,958,000
|
)
|
|||
Provision for (benefit from) income taxes
|
|
208,000
|
|
|
2,014,000
|
|
|
(3,727,000
|
)
|
|||
Net loss
|
|
(42,794,000
|
)
|
|
(29,487,000
|
)
|
|
(33,270,000
|
)
|
|||
Non-GAAP adjustments:
|
|
|
|
|
|
|
||||||
Add back:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
26,135,000
|
|
|
18,955,000
|
|
|
6,958,000
|
|
|||
Depreciation and amortization
|
|
349,000
|
|
|
235,000
|
|
|
159,000
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
4,788,000
|
|
|||
Benefit from (provision) for income taxes
|
|
(208,000
|
)
|
|
(2,014,000
|
)
|
|
3,727,000
|
|
|||
EBITDA
(1)
|
|
(16,518,000
|
)
|
|
(12,311,000
|
)
|
|
(17,638,000
|
)
|
|||
Add back:
|
|
|
|
|
|
|
||||||
Merger related expenses, including compensation related and general and
administrative |
|
—
|
|
|
—
|
|
|
2,225,000
|
|
|||
Stock based compensation
|
|
8,147,000
|
|
|
5,055,000
|
|
|
8,094,000
|
|
|||
Adjusted EBITDA
(2)
|
|
$
|
(8,371,000
|
)
|
|
$
|
(7,256,000
|
)
|
|
$
|
(7,319,000
|
)
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
4 - 5 years
|
|
After 5 years
|
||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings:
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage loans and notes payable
|
|
$
|
236,538,000
|
|
|
$
|
12,918,000
|
|
|
$
|
90,735,000
|
|
|
$
|
43,917,000
|
|
|
$
|
88,968,000
|
|
Senior notes
|
|
405,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405,000,000
|
|
|||||
Subordinated debt
|
|
40,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000,000
|
|
|||||
Total borrowings
|
|
681,538,000
|
|
|
12,918,000
|
|
|
90,735,000
|
|
|
43,917,000
|
|
|
533,968,000
|
|
|||||
Operating leases
|
|
8,619,000
|
|
|
2,369,000
|
|
|
4,272,000
|
|
|
1,978,000
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
690,157,000
|
|
|
$
|
15,287,000
|
|
|
$
|
95,007,000
|
|
|
$
|
45,895,000
|
|
|
$
|
533,968,000
|
|
(1)
|
See Notes 10-14 of our Notes to Consolidated Financial Statements. Figures do not include scheduled interest payments. Assuming each debt obligation is held until maturity, we estimate that we will make the following interest payments: Less than 1 year-
$49,210,000
; 1-3 years-
$96,222,000
; 4-5 years-
$84,186,000
; After 5 years:
$183,054,000
. The interest payments on variable rate debt have been calculated at the interest rate in effect as of
December 31, 2012
.
|
•
|
the special purpose property-owning subsidiary’s filing a voluntary petition for bankruptcy;
|
•
|
the special purpose property-owning subsidiary’s failure to maintain its status as a special purpose entity; and
|
•
|
subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property.
|
|
|
Principal Maturing in:
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
December 31, 2012
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Interest rate sensitive assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
|
$
|
120,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,855
|
|
|
$
|
120,855
|
|
Average interest rate
|
|
0.25
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.25
|
%
|
|
—
|
|
||||||||
Short-term investments
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
||||||||
Average interest rate
|
|
0.58
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.58
|
%
|
|
—
|
|
||||||||
Fixed rate receivables
|
|
710
|
|
|
8,934
|
|
|
3,000
|
|
|
—
|
|
|
1,193
|
|
|
—
|
|
|
13,837
|
|
|
13,837
|
|
||||||||
Average interest rate
|
|
11.18
|
%
|
|
10.37
|
%
|
|
11.50
|
%
|
|
—
|
|
|
8.00
|
%
|
|
—
|
|
|
10.45
|
%
|
|
—
|
|
||||||||
Variable rate receivables
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,770
|
|
|
—
|
|
|
122,770
|
|
|
122,770
|
|
||||||||
Average interest rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.30
|
%
|
|
—
|
|
|
5.30
|
%
|
|
—
|
|
||||||||
Total
|
|
$
|
131,565
|
|
|
$
|
8,934
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
$
|
123,963
|
|
|
$
|
—
|
|
|
$
|
267,462
|
|
|
$
|
267,462
|
|
Weighted average interest rate
|
|
0.33
|
%
|
|
10.37
|
%
|
|
11.50
|
%
|
|
—
|
%
|
|
5.33
|
%
|
|
—
|
%
|
|
3.11
|
%
|
|
|
|
||||||||
Interest rate sensitive liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate borrowings
|
|
$
|
—
|
|
|
$
|
4,391
|
|
|
$
|
7,032
|
|
|
$
|
—
|
|
|
$
|
78,705
|
|
|
$
|
52,475
|
|
|
$
|
142,603
|
|
|
$
|
142,603
|
|
Average interest rate
|
|
—
|
|
|
4.25
|
%
|
|
3.71
|
%
|
|
—
|
|
|
5.56
|
%
|
|
2.24
|
%
|
|
4.21
|
%
|
|
—
|
|
||||||||
Fixed rate borrowings
|
|
1,873
|
|
|
5,888
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
519,174
|
|
|
538,935
|
|
|
565,587
|
|
||||||||
Average interest rate
|
|
5.72
|
%
|
|
15.00
|
%
|
|
—
|
|
|
—
|
|
|
6.75
|
%
|
|
8.02
|
%
|
|
8.06
|
%
|
|
—
|
|
||||||||
Total
|
|
$
|
1,873
|
|
|
$
|
10,279
|
|
|
$
|
7,032
|
|
|
$
|
—
|
|
|
$
|
90,705
|
|
|
$
|
571,649
|
|
|
$
|
681,538
|
|
|
$
|
708,190
|
|
Weighted average interest rate
|
|
5.72
|
%
|
|
10.41
|
%
|
|
3.71
|
%
|
|
—
|
%
|
|
5.72
|
%
|
|
7.49
|
%
|
|
7.25
|
%
|
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
Page
|
Kennedy-Wilson Holdings, Inc:
|
|
|
|
||
|
||
Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Financial Statement Schedules
|
|
|
|
||
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
120,855,000
|
|
|
$
|
115,926,000
|
|
Short term investments
|
|
10,000,000
|
|
|
—
|
|
||
Accounts receivable
|
|
3,647,000
|
|
|
3,114,000
|
|
||
Accounts receivable—related parties
|
|
22,393,000
|
|
|
15,612,000
|
|
||
Notes receivable
|
|
136,607,000
|
|
|
7,938,000
|
|
||
Notes receivable—related parties
|
|
—
|
|
|
33,269,000
|
|
||
Real estate, net of accumulated depreciation
|
|
289,449,000
|
|
|
115,880,000
|
|
||
Investments in joint ventures ($68,363,000 and $51,382,000 carried at fair value
as of December 31, 2012 and 2011, respectively) |
|
543,193,000
|
|
|
343,367,000
|
|
||
Investments in loan pool participations
|
|
95,601,000
|
|
|
89,951,000
|
|
||
Marketable securities
|
|
—
|
|
|
23,005,000
|
|
||
Other assets
|
|
38,079,000
|
|
|
20,749,000
|
|
||
Goodwill
|
|
23,965,000
|
|
|
23,965,000
|
|
||
Total assets
|
|
$
|
1,283,789,000
|
|
|
$
|
792,776,000
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,762,000
|
|
|
$
|
1,798,000
|
|
Accrued expenses and other liabilities
|
|
29,417,000
|
|
|
24,262,000
|
|
||
Accrued salaries and benefits
|
|
24,981,000
|
|
|
14,578,000
|
|
||
Deferred tax liability
|
|
22,671,000
|
|
|
18,437,000
|
|
||
Mortgage loans and notes payable
|
|
236,538,000
|
|
|
30,748,000
|
|
||
Senior notes payable
|
|
409,640,000
|
|
|
249,385,000
|
|
||
Junior subordinated debentures
|
|
40,000,000
|
|
|
40,000,000
|
|
||
Total liabilities
|
|
765,009,000
|
|
|
379,208,000
|
|
||
Equity
|
|
|
|
|
||||
Cumulative Preferred stock, $0.0001 par value, 1,000,000 shares authorized, $1,000 per
share liquidation preference: |
|
|
|
|
||||
6.00% Series A, 100,000 shares issued and outstanding as of December 31, 2012
and 2011, mandatorily convertible on May 19, 2015 |
|
—
|
|
|
—
|
|
||
6.45% Series B, 32,550 shares issued and outstanding as of December 31, 2012
and 2011, respectively, mandatorily convertible on November 3, 2018 |
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value, 125,000,000 shares authorized,
64,789,646 and 52,989,646 shares issued and 63,772,598 and 51,825,998 shares outstanding as of December 31, 2012 and 2011, respectively |
|
6,000
|
|
|
5,000
|
|
||
Additional paid-in capital
|
|
512,835,000
|
|
|
407,335,000
|
|
||
Retained earnings (accumulated deficit)
|
|
(5,910,000
|
)
|
|
9,708,000
|
|
||
Accumulated other comprehensive income
|
|
12,569,000
|
|
|
5,035,000
|
|
||
Shares held in treasury at cost, $0.0001 par value, 1,017,048 and 1,163,648 held as of
December 31, 2012 and 2011, respectively |
|
(9,856,000
|
)
|
|
(11,848,000
|
)
|
||
Total Kennedy-Wilson Holdings, Inc. stockholders’ equity
|
|
509,644,000
|
|
|
410,235,000
|
|
||
Noncontrolling interests
|
|
9,136,000
|
|
|
3,333,000
|
|
||
Total equity
|
|
518,780,000
|
|
|
413,568,000
|
|
||
Total liabilities and equity
|
|
$
|
1,283,789,000
|
|
|
$
|
792,776,000
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Management and leasing fees
|
|
$
|
15,795,000
|
|
|
$
|
12,570,000
|
|
|
$
|
8,913,000
|
|
Management and leasing fees—related party
|
|
24,509,000
|
|
|
14,546,000
|
|
|
12,417,000
|
|
|||
Commissions
|
|
5,023,000
|
|
|
5,777,000
|
|
|
6,359,000
|
|
|||
Commissions—related party
|
|
7,932,000
|
|
|
24,183,000
|
|
|
5,375,000
|
|
|||
Sale of real estate
|
|
2,271,000
|
|
|
417,000
|
|
|
3,937,000
|
|
|||
Sale of real estate—related party
|
|
—
|
|
|
—
|
|
|
9,535,000
|
|
|||
Rental and other income
|
|
8,526,000
|
|
|
5,140,000
|
|
|
4,000,000
|
|
|||
Total revenue
|
|
64,056,000
|
|
|
62,633,000
|
|
|
50,536,000
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Commission and marketing expenses
|
|
4,550,000
|
|
|
3,965,000
|
|
|
3,186,000
|
|
|||
Compensation and related expenses
|
|
55,834,000
|
|
|
41,129,000
|
|
|
38,155,000
|
|
|||
Merger-related compensation and related expenses
|
|
—
|
|
|
—
|
|
|
2,225,000
|
|
|||
Cost of real estate sold
|
|
2,230,000
|
|
|
397,000
|
|
|
2,714,000
|
|
|||
Cost of real estate sold—related party
|
|
—
|
|
|
—
|
|
|
8,812,000
|
|
|||
General and administrative
|
|
19,448,000
|
|
|
14,455,000
|
|
|
11,314,000
|
|
|||
Depreciation and amortization
|
|
4,937,000
|
|
|
2,798,000
|
|
|
1,618,000
|
|
|||
Rental operating expense
|
|
4,496,000
|
|
|
3,308,000
|
|
|
1,913,000
|
|
|||
Total operating expenses
|
|
91,495,000
|
|
|
66,052,000
|
|
|
69,937,000
|
|
|||
Equity in joint venture income
|
|
21,527,000
|
|
|
12,507,000
|
|
|
10,548,000
|
|
|||
Interest income from loan pool participations and notes receivable
|
|
9,256,000
|
|
|
7,886,000
|
|
|
11,855,000
|
|
|||
Operating income
|
|
3,344,000
|
|
|
16,974,000
|
|
|
3,002,000
|
|
|||
Non-operating income (expense)
|
|
|
|
|
|
|
||||||
Interest income
|
|
133,000
|
|
|
285,000
|
|
|
192,000
|
|
|||
Interest income—related party
|
|
2,805,000
|
|
|
2,021,000
|
|
|
662,000
|
|
|||
Acquisition related gains
|
|
25,476,000
|
|
|
6,348,000
|
|
|
2,108,000
|
|
|||
Gain on sale of marketable securities
|
|
4,353,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on early extinguishment of mortgage debt
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
|||
Loss on early extinguishment of corporate debt
|
|
—
|
|
|
—
|
|
|
(4,788,000
|
)
|
|||
Acquisition-related expenses
|
|
(675,000
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(28,595,000
|
)
|
|
(20,507,000
|
)
|
|
(7,634,000
|
)
|
|||
Income from continuing operations before
benefit from (provision for) income taxes |
|
6,841,000
|
|
|
5,121,000
|
|
|
10,212,000
|
|
|||
Benefit from (provision for) income taxes
|
|
208,000
|
|
|
2,014,000
|
|
|
(3,727,000
|
)
|
|||
Income from continuing operations
|
|
7,049,000
|
|
|
7,135,000
|
|
|
6,485,000
|
|
|||
Discontinued Operations
|
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income taxes
|
|
2,000
|
|
|
8,000
|
|
|
—
|
|
|||
(Loss) gain from sale of real estate, net of income taxes
|
|
(212,000
|
)
|
|
335,000
|
|
|
—
|
|
|||
Net income
|
|
6,839,000
|
|
|
7,478,000
|
|
|
6,485,000
|
|
|||
Net income attributable to the noncontrolling interests
|
|
(2,589,000
|
)
|
|
(1,132,000
|
)
|
|
(2,979,000
|
)
|
|||
Net income attributable to Kennedy-Wilson Holdings, Inc.
|
|
4,250,000
|
|
|
6,346,000
|
|
|
3,506,000
|
|
|||
Preferred stock dividends and accretion of issuance costs
|
|
(8,144,000
|
)
|
|
(8,744,000
|
)
|
|
(4,558,000
|
)
|
|||
Net loss attributable to Kennedy-Wilson Holdings, Inc.
common shareholders |
|
$
|
(3,894,000
|
)
|
|
$
|
(2,398,000
|
)
|
|
$
|
(1,052,000
|
)
|
Basic and diluted income (loss) per share attributable to Kennedy-Wilson Holdings, Inc.
common shareholders |
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations, net of income taxes
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|||
Earnings per share - basic and diluted
(a)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
Weighted average shares outstanding for basic and diluted (loss) income per share
|
|
55,285,833
|
|
|
42,415,770
|
|
|
38,978,272
|
|
|||
Dividends declared per common share
|
|
$
|
0.20
|
|
|
$
|
0.11
|
|
|
$
|
—
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
6,839,000
|
|
|
$
|
7,478,000
|
|
|
$
|
6,485,000
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
|
3,263,000
|
|
|
(3,198,000
|
)
|
|
6,000
|
|
|||
Unrealized foreign currency translation (loss) gain
|
|
(1,453,000
|
)
|
|
1,508,000
|
|
|
6,434,000
|
|
|||
Unrealized forward contract foreign currency gain (loss)
|
|
5,724,000
|
|
|
(2,318,000
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss) for the period
|
|
7,534,000
|
|
|
(4,008,000
|
)
|
|
6,440,000
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
14,373,000
|
|
|
3,470,000
|
|
|
12,925,000
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(2,589,000
|
)
|
|
(1,132,000
|
)
|
|
(2,979,000
|
)
|
|||
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
11,784,000
|
|
|
$
|
2,338,000
|
|
|
$
|
9,946,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
|
|
|||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
Noncontrolling
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income
|
|
Stock
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance, January 1, 2010
|
—
|
|
|
$
|
—
|
|
|
41,177,658
|
|
|
$
|
4,000
|
|
|
$
|
155,878,000
|
|
|
$
|
18,829,000
|
|
|
$
|
2,603,000
|
|
|
$
|
—
|
|
|
$
|
2,022,000
|
|
|
$
|
179,336,000
|
|
|
Issuance of preferred stock, net of issuance costs of $256,000
|
132,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,294,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,294,000
|
|
|||||||||
Repurchase of 1,111,690 common shares
|
—
|
|
|
—
|
|
|
(1,111,690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,301,000
|
)
|
|
—
|
|
|
(11,301,000
|
)
|
|||||||||
Repurchase and retirement of 7,942,555 warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,500,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,500,000
|
)
|
|||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,666,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,666,000
|
|
|||||||||
Common stock issued under 2009 Equity Participation Plan net of
18,562 shares forfeited |
—
|
|
|
—
|
|
|
113,938
|
|
|
—
|
|
|
428,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,000
|
|
|||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Foreign currency translation, net of tax of $4,269,000
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,434,000
|
|
|
—
|
|
|
—
|
|
|
6,434,000
|
|
|||||||||
Unrealized gain on marketable security, net of tax of $5,000
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,533,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,533,000
|
)
|
|||||||||
Accretion of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Extinguished beneficial conversion feature on convertible debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,000
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,506,000
|
|
|
—
|
|
|
—
|
|
|
2,979,000
|
|
|
6,485,000
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,955,000
|
|
|
10,955,000
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,242,000
|
)
|
|
(3,242,000
|
)
|
|||||||||
Balance, December 31, 2010
|
132,550
|
|
|
—
|
|
|
40,179,906
|
|
|
4,000
|
|
|
284,669,000
|
|
|
17,777,000
|
|
|
9,043,000
|
|
|
(11,301,000
|
)
|
|
12,714,000
|
|
|
312,906,000
|
|
|||||||||
Issuance of 11,700,000 shares of common stock
|
—
|
|
|
—
|
|
|
11,700,000
|
|
|
1,000
|
|
|
123,699,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,700,000
|
|
|||||||||
Repurchase of 51,958 common shares
|
—
|
|
|
—
|
|
|
(51,958
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(547,000
|
)
|
|
—
|
|
|
(547,000
|
)
|
|||||||||
Repurchase of 3,371,804 warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,132,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,132,000
|
)
|
|||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,055,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,055,000
|
|
|||||||||
Shares forfeited, net of 3,000 shares of common stock issued under the 2009 Equity Participation Plan
|
—
|
|
|
—
|
|
|
(1,950
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||||||
Foreign currency translation gain, net of tax of $902,000
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,508,000
|
|
|
—
|
|
|
—
|
|
|
1,508,000
|
|
|||||||||
Forward foreign currency loss, net of tax of $1,532,000
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,318,000
|
)
|
|
—
|
|
|
—
|
|
|
(2,318,000
|
)
|
|||||||||
Unrealized holding losses on available for sale securities, net of tax of $2,132,000
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,198,000
|
)
|
|
—
|
|
|
—
|
|
|
(3,198,000
|
)
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,700,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,700,000
|
)
|
|||||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,671,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,671,000
|
)
|
|||||||||
Accretion of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,000
|
|
|
(44,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,346,000
|
|
|
—
|
|
|
—
|
|
|
1,132,000
|
|
|
7,478,000
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,465,000
|
|
|
4,465,000
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,142,000
|
)
|
|
(5,142,000
|
)
|
|||||||||
Distribution of marketable securities to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,843,000
|
)
|
|
(2,843,000
|
)
|
|||||||||
Effective restructuring on noncontrolling interests (Note 15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,993,000
|
)
|
|
(6,993,000
|
)
|
|||||||||
Balance, December 31, 2011
|
132,550
|
|
|
—
|
|
|
51,825,998
|
|
|
5,000
|
|
|
407,335,000
|
|
|
9,708,000
|
|
|
5,035,000
|
|
|
(11,848,000
|
)
|
|
3,333,000
|
|
|
413,568,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Additional
|
|
Earnings
|
|
Other
|
|
|
|
|
|
|
|||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Paid-in
|
|
(Accumulated
|
|
Comprehensive
|
|
Treasury
|
|
Noncontrolling
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Income
|
|
Stock
|
|
Interests
|
|
Total
|
|||||||||||||||||
Repurchase of 3,400 common shares
|
—
|
|
|
—
|
|
|
(3,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,000
|
)
|
|
—
|
|
|
(47,000
|
)
|
|||||||||
Repurchase of 612,900 warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,610,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,610,000
|
)
|
|||||||||
Issuance of 8,625,000 shares of common stock
|
—
|
|
|
—
|
|
|
8,625,000
|
|
|
1,000
|
|
|
106,245,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,246,000
|
|
|||||||||
Common stock issued under Amended and
Restated 2009 Equity Participation Plan |
—
|
|
|
—
|
|
|
3,175,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,481,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,481,000
|
|
|||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Unrealized gain on marketable
securities, net of tax of $2,286,000 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,263,000
|
|
|
—
|
|
|
—
|
|
|
3,263,000
|
|
|||||||||
Unrealized foreign currency translation
loss, net of tax of $1,306,000 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,453,000
|
)
|
|
—
|
|
|
—
|
|
|
(1,453,000
|
)
|
|||||||||
Unrealized forward contract foreign currency gain,
net of tax of $3,734,000 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,724,000
|
|
|
—
|
|
|
—
|
|
|
5,724,000
|
|
|||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,100,000
|
)
|
|||||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,724,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,724,000
|
)
|
|||||||||
Accretion of preferred stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,000
|
|
|
(44,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,250,000
|
|
|
—
|
|
|
—
|
|
|
2,589,000
|
|
|
6,839,000
|
|
|||||||||
Acquisition of noncontroling interests
|
—
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
(2,660,000
|
)
|
|
—
|
|
|
—
|
|
|
2,039,000
|
|
|
148,000
|
|
|
(473,000
|
)
|
|||||||||
Consolidation of Fund II
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,597,000
|
|
|
7,597,000
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
400,000
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,931,000
|
)
|
|
(4,931,000
|
)
|
|||||||||
Balance, December 31, 2012
|
132,550
|
|
|
$
|
—
|
|
|
63,772,598
|
|
|
$
|
6,000
|
|
|
$
|
512,835,000
|
|
|
$
|
(5,910,000
|
)
|
|
$
|
12,569,000
|
|
|
$
|
(9,856,000
|
)
|
|
$
|
9,136,000
|
|
|
$
|
518,780,000
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
6,839,000
|
|
|
$
|
7,478,000
|
|
|
$
|
6,485,000
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Loss (gain) from sale of real estate
|
|
171,000
|
|
|
(355,000
|
)
|
|
(1,223,000
|
)
|
|||
Gain from sale of real estate—related party
|
|
—
|
|
|
—
|
|
|
(723,000
|
)
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(16,670,000
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
4,788,000
|
|
|||
Acquisition related gain
|
|
(25,476,000
|
)
|
|
(6,348,000
|
)
|
|
(2,108,000
|
)
|
|||
Gain on sale of marketable securities
|
|
(4,353,000
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
4,937,000
|
|
|
2,825,000
|
|
|
1,618,000
|
|
|||
Provision for deferred income taxes
|
|
(481,000
|
)
|
|
(4,672,000
|
)
|
|
6,158,000
|
|
|||
Amortization of deferred loan costs
|
|
1,205,000
|
|
|
812,000
|
|
|
262,000
|
|
|||
Amortization of beneficial conversion of convertible subordinated debt
|
|
—
|
|
|
—
|
|
|
168,000
|
|
|||
Amortization of discount and accretion of premium on issuance of the senior notes payable
|
|
5,000
|
|
|
41,000
|
|
|
—
|
|
|||
Equity in joint venture income
|
|
(21,527,000
|
)
|
|
(12,507,000
|
)
|
|
(10,548,000
|
)
|
|||
Accretion of interest income on loan pool participations and notes receivable
|
|
(8,107,000
|
)
|
|
(6,692,000
|
)
|
|
(11,855,000
|
)
|
|||
Stock compensation expense
|
|
8,147,000
|
|
|
5,055,000
|
|
|
8,094,000
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(881,000
|
)
|
|
(973,000
|
)
|
|
(1,039,000
|
)
|
|||
Accounts receivable—related party
|
|
(6,767,000
|
)
|
|
(8,945,000
|
)
|
|
(2,784,000
|
)
|
|||
Income tax receivable
|
|
—
|
|
|
—
|
|
|
6,848,000
|
|
|||
Operating distributions from joint ventures
|
|
30,432,000
|
|
|
3,567,000
|
|
|
5,931,000
|
|
|||
Operating distributions from loan pool participation
|
|
18,594,000
|
|
|
2,395,000
|
|
|
266,000
|
|
|||
Other assets
|
|
(3,120,000
|
)
|
|
(3,849,000
|
)
|
|
1,432,000
|
|
|||
Accounts payable
|
|
(36,000
|
)
|
|
207,000
|
|
|
644,000
|
|
|||
Accrued expenses and other liabilities
|
|
1,448,000
|
|
|
12,093,000
|
|
|
93,000
|
|
|||
Accrued salaries and benefits
|
|
5,737,000
|
|
|
3,857,000
|
|
|
6,320,000
|
|
|||
Net cash provided by (used in) operating activities
|
|
6,767,000
|
|
|
(6,011,000
|
)
|
|
2,157,000
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Additions to notes receivable
|
|
(167,861,000
|
)
|
|
(6,145,000
|
)
|
|
(25,636,000
|
)
|
|||
Settlements of notes receivable
|
|
7,074,000
|
|
|
3,625,000
|
|
|
8,438,000
|
|
|||
Additions to notes receivable—related party
|
|
(17,062,000
|
)
|
|
(35,273,000
|
)
|
|
(5,914,000
|
)
|
|||
Settlements of notes receivable—related party
|
|
9,093,000
|
|
|
4,867,000
|
|
|
8,721,000
|
|
|||
Net proceeds from sale of real estate held for sale
|
|
—
|
|
|
—
|
|
|
3,639,000
|
|
|||
Net proceeds from sale of real estate—related party
|
|
—
|
|
|
—
|
|
|
9,548,000
|
|
|||
Net proceeds from sale of real estate
|
|
18,733,000
|
|
|
7,053,000
|
|
|
—
|
|
|||
Purchases of and additions to real estate
|
|
(118,959,000
|
)
|
|
(2,680,000
|
)
|
|
(23,764,000
|
)
|
|||
Investment in marketable securities
|
|
—
|
|
|
(32,775,000
|
)
|
|
—
|
|
|||
Short-term investments
|
|
(10,000,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of marketable securities
|
|
34,108,000
|
|
|
—
|
|
|
—
|
|
|||
Investing distributions from joint ventures
|
|
48,696,000
|
|
|
32,713,000
|
|
|
10,177,000
|
|
|||
Contributions to joint ventures
|
|
(178,722,000
|
)
|
|
(105,386,000
|
)
|
|
(83,891,000
|
)
|
|||
Investing distributions from loan pool participation
|
|
58,142,000
|
|
|
66,418,000
|
|
|
—
|
|
|||
Contributions to loan pool participation
|
|
(72,970,000
|
)
|
|
(130,551,000
|
)
|
|
(16,154,000
|
)
|
|||
Net cash used in investing activities
|
|
(389,728,000
|
)
|
|
(198,134,000
|
)
|
|
(114,836,000
|
)
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings under senior notes payable
|
|
160,250,000
|
|
|
249,344,000
|
|
|
—
|
|
|||
Borrowings under notes payable
|
|
—
|
|
|
—
|
|
|
4,250,000
|
|
|||
Repayment of notes payable
|
|
—
|
|
|
(24,783,000
|
)
|
|
(5,600,000
|
)
|
|||
Borrowings under lines of credit
|
|
85,811,000
|
|
|
74,000,000
|
|
|
48,250,000
|
|
|||
Repayment of lines of credit
|
|
(85,811,000
|
)
|
|
(101,750,000
|
)
|
|
(30,500,000
|
)
|
|||
Borrowings under mortgage loans payable
|
|
157,739,000
|
|
|
17,076,000
|
|
|
20,016,000
|
|
|||
Repayment of mortgage loans payable
|
|
—
|
|
|
(37,577,000
|
)
|
|
(24,735,000
|
)
|
|||
Repayment of convertible subordinated debt
|
|
—
|
|
|
—
|
|
|
(32,550,000
|
)
|
|||
Debt issue costs
|
|
(7,259,000
|
)
|
|
(7,739,000
|
)
|
|
(644,000
|
)
|
|||
Issuance of preferred stock
|
|
—
|
|
|
—
|
|
|
132,294,000
|
|
|||
Issuance of common stock
|
|
106,246,000
|
|
|
123,100,000
|
|
|
—
|
|
|||
Repurchase of common stock
|
|
(47,000
|
)
|
|
(547,000
|
)
|
|
(11,301,000
|
)
|
|||
Repurchase of warrants
|
|
(1,610,000
|
)
|
|
(6,132,000
|
)
|
|
(11,500,000
|
)
|
|||
Dividends paid
|
|
(21,897,000
|
)
|
|
(11,698,000
|
)
|
|
(4,533,000
|
)
|
|||
Acquisition of noncontrolling interests
|
|
(473,000
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
|
400,000
|
|
|
4,465,000
|
|
|
10,955,000
|
|
|||
Distributions to noncontrolling interests
|
|
(4,931,000
|
)
|
|
(5,142,000
|
)
|
|
(3,242,000
|
)
|
|||
Net cash provided by financing activities
|
|
388,418,000
|
|
|
272,617,000
|
|
|
91,160,000
|
|
|||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
(528,000
|
)
|
|
486,000
|
|
|
10,703,000
|
|
|||
Net change in cash and cash equivalents
|
|
4,929,000
|
|
|
68,958,000
|
|
|
(10,816,000
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
115,926,000
|
|
|
46,968,000
|
|
|
57,784,000
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
120,855,000
|
|
|
$
|
115,926,000
|
|
|
$
|
46,968,000
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities, net of tax
|
|
$
|
3,263,000
|
|
|
$
|
(3,198,000
|
)
|
|
$
|
6,000
|
|
Accretion of preferred stock issuance costs
|
|
44,000
|
|
|
44,000
|
|
|
25,000
|
|
|||
Acquisitions of property by assumption of mortgage loan and note payable
|
|
33,817,000
|
|
|
—
|
|
|
—
|
|
|||
Sale of condo unit with seller back financing
|
|
1,193,000
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of properties in lieu of settlement of notes receivable and interest receivable
|
|
36,941,000
|
|
|
—
|
|
|
—
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Note receivable, variable interest rate of 5.00% over LIBOR, interest only,
due December 2016, secured by a shopping center and 107 residential units in the United Kingdom |
|
$
|
122,770,000
|
|
|
$
|
—
|
|
Note receivable, fixed interest rate of 10.75%, interest only, due April 2013,
secured by a hotel in San Diego, California |
|
4,275,000
|
|
|
—
|
|
||
Note receivable, fixed interest rate of 10.50%, interest only, due December 2013,
secured by two office/research and development buildings in San Jose, CA |
|
3,759,000
|
|
|
—
|
|
||
Note receivable, fixed interest rate of 11.50%, interest only, due November 2013,
secured by 25 acres of land and an adjacent 204-slip marina in Portland, Oregon |
|
3,000,000
|
|
|
—
|
|
||
Note receivable, fixed interest rate of 4%, interest only, due June 2017
|
|
1,193,000
|
|
|
—
|
|
||
Note receivable, fixed interest rate of 8%, interest only, due May 2013,
secured by personal guarantees of borrowers |
|
900,000
|
|
|
1,000,000
|
|
||
Notes receivable, fixed interest rate of 12%, with various maturities
secured by a 16-unit condominium in Los Angeles, California - repaid in 2012 |
|
—
|
|
|
6,076,000
|
|
||
Other
|
|
710,000
|
|
|
862,000
|
|
||
Total notes receivable
|
|
136,607,000
|
|
|
7,938,000
|
|
||
Note receivable from KW Property Fund II, LP, fixed interest rate of 15%,
principal and accrued interest interest due October 2013 |
|
—
|
|
|
22,674,000
|
|
||
Note receivable from KW Property Fund I, LP, fixed interest rate of 9%,
principal and accrued interest interest due August 2012 |
|
—
|
|
|
8,127,000
|
|
||
|
—
|
|
|
2,468,000
|
|
|||
Total notes receivable from related parties
|
|
—
|
|
|
33,269,000
|
|
||
|
|
$
|
136,607,000
|
|
|
$
|
41,207,000
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
99,595,000
|
|
|
$
|
65,908,000
|
|
Buildings
|
|
193,302,000
|
|
|
53,112,000
|
|
||
Building improvements
|
|
3,964,000
|
|
|
2,295,000
|
|
||
|
|
296,861,000
|
|
|
121,315,000
|
|
||
Less accumulated depreciation
|
|
(7,412,000
|
)
|
|
(5,435,000
|
)
|
||
Real estate, net
|
|
$
|
289,449,000
|
|
|
$
|
115,880,000
|
|
Land
|
|
$
|
32,433,000
|
|
Buildings
|
|
125,683,000
|
|
|
Acquired in-place lease values
|
|
8,180,000
|
|
|
Total purchase price
|
|
166,296,000
|
|
|
Mortgage notes placed/assumed
|
|
(110,029,000
|
)
|
|
Total cash paid
|
|
$
|
56,267,000
|
|
|
|
Unaudited
|
||||||
|
|
Year Ended December 31,
|
||||||
Dollars in thousands, except for per share data
|
|
2012
|
|
2011
|
||||
Pro forma revenues
|
|
$
|
79,357
|
|
|
$
|
78,482
|
|
Pro forma equity in joint venture income
|
|
$
|
17,063
|
|
|
$
|
7,719
|
|
Pro forma net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(11,387
|
)
|
|
$
|
(12,447
|
)
|
Pro forma net loss per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.21
|
)
|
|
$
|
(0.29
|
)
|
|
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||
|
|
|
|
|
|
Kennedy Wilson
|
|
|
|
Kennedy Wilson
|
||||||
Investment Type
|
|
Region
|
|
Number of Properties
|
|
Initial Contribution
|
|
Number of Properties
|
|
Initial Contribution
|
||||||
Multifamily Properties
|
|
Western U.S.
|
|
5
|
|
|
$
|
22,873,000
|
|
|
8
|
|
|
$
|
19,935,000
|
|
Multifamily Properties
|
|
Ireland
|
|
2
|
|
|
34,328,000
|
|
|
—
|
|
|
—
|
|
||
Residential
|
|
Western U.S.
|
|
2
|
|
|
19,625,000
|
|
|
2
|
|
|
17,942,000
|
|
||
Commercial Properties
|
|
Western U.S.
|
|
9
|
|
|
26,894,000
|
|
|
5
|
|
|
25,756,000
|
|
||
Commercial Properties
|
|
Ireland
|
|
2
|
|
|
45,827,000
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
|
|
20
|
|
|
$
|
149,547,000
|
|
|
15
|
|
|
$
|
63,633,000
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
||||||||||||
Balance sheets for equity
method investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and restricted cash
|
|
$
|
7,727,000
|
|
|
$
|
75,650,000
|
|
|
$
|
83,377,000
|
|
|
$
|
1,923,000
|
|
|
$
|
63,369,000
|
|
|
$
|
65,292,000
|
|
Real estate
|
|
311,080,000
|
|
|
3,065,241,000
|
|
|
3,376,321,000
|
|
|
314,975,000
|
|
|
2,878,497,000
|
|
|
3,193,472,000
|
|
||||||
Loan pool participation
(2)
|
|
137,119,000
|
|
|
—
|
|
|
137,119,000
|
|
|
344,831,000
|
|
|
—
|
|
|
344,831,000
|
|
||||||
Other
|
|
11,594,000
|
|
|
210,671,000
|
|
|
222,265,000
|
|
|
5,308,000
|
|
|
167,678,000
|
|
|
172,986,000
|
|
||||||
Total assets
(3)
|
|
$
|
467,520,000
|
|
|
$
|
3,351,562,000
|
|
|
$
|
3,819,082,000
|
|
|
$
|
667,037,000
|
|
|
$
|
3,109,544,000
|
|
|
$
|
3,776,581,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt
|
|
$
|
139,796,000
|
|
|
$
|
1,977,491,000
|
|
|
$
|
2,117,287,000
|
|
|
$
|
449,991,000
|
|
|
$
|
1,737,194,000
|
|
|
$
|
2,187,185,000
|
|
Other
|
|
4,156,000
|
|
|
61,607,000
|
|
|
65,763,000
|
|
|
4,641,000
|
|
|
68,517,000
|
|
|
73,158,000
|
|
||||||
Total liabilities
|
|
143,952,000
|
|
|
2,039,098,000
|
|
|
2,183,050,000
|
|
|
454,632,000
|
|
|
1,805,711,000
|
|
|
2,260,343,000
|
|
||||||
Partners’ capital
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy Wilson - investments in
joint ventures
|
|
35,208,000
|
|
|
483,666,000
|
|
|
518,874,000
|
|
|
24,340,000
|
|
|
303,731,000
|
|
|
328,071,000
|
|
||||||
Other partners
|
|
176,591,000
|
|
|
828,798,000
|
|
|
1,005,389,000
|
|
|
68,825,000
|
|
|
1,000,102,000
|
|
|
1,068,927,000
|
|
||||||
Total partners' capital-investments in
joint ventures
|
|
211,799,000
|
|
|
1,312,464,000
|
|
|
1,524,263,000
|
|
|
93,165,000
|
|
|
1,303,833,000
|
|
|
1,396,998,000
|
|
||||||
Kennedy Wilson - investments in
loan pool participation
(2)
|
|
60,353,000
|
|
|
—
|
|
|
60,353,000
|
|
|
61,262,000
|
|
|
—
|
|
|
61,262,000
|
|
||||||
Other partners
|
|
51,416,000
|
|
|
—
|
|
|
51,416,000
|
|
|
57,978,000
|
|
|
—
|
|
|
57,978,000
|
|
||||||
Total partners' capital - investments in
loan pool participation
|
|
111,769,000
|
|
|
—
|
|
|
111,769,000
|
|
|
119,240,000
|
|
|
—
|
|
|
119,240,000
|
|
||||||
Total liabilities and partners’
capital |
|
$
|
467,520,000
|
|
|
$
|
3,351,562,000
|
|
|
$
|
3,819,082,000
|
|
|
$
|
667,037,000
|
|
|
$
|
3,109,544,000
|
|
|
$
|
3,776,581,000
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
||||||||||||
Equity method
|
|
$
|
35,208,000
|
|
|
$
|
483,666,000
|
|
|
$
|
518,874,000
|
|
|
$
|
24,340,000
|
|
|
$
|
303,731,000
|
|
|
$
|
328,071,000
|
|
Unrealized gain on fair
value option
|
|
18,649,000
|
|
|
—
|
|
|
18,649,000
|
|
|
10,794,000
|
|
|
—
|
|
|
10,794,000
|
|
||||||
|
|
53,857,000
|
|
|
483,666,000
|
|
|
537,523,000
|
|
|
35,134,000
|
|
|
303,731,000
|
|
|
338,865,000
|
|
||||||
Cost method
|
|
—
|
|
|
5,670,000
|
|
|
5,670,000
|
|
|
—
|
|
|
4,502,000
|
|
|
4,502,000
|
|
||||||
Total Investments in joint ventures
|
|
$
|
53,857,000
|
|
|
$
|
489,336,000
|
|
|
$
|
543,193,000
|
|
|
$
|
35,134,000
|
|
|
$
|
308,233,000
|
|
|
$
|
343,367,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loan pool participation
(2)
|
|
$
|
60,353,000
|
|
|
$
|
—
|
|
|
|
|
$
|
61,262,000
|
|
|
$
|
—
|
|
|
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
||||||||||||
Statements of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
38,235,000
|
|
|
$
|
532,491,000
|
|
|
$
|
570,726,000
|
|
|
$
|
45,817,000
|
|
|
$
|
249,096,000
|
|
|
$
|
294,913,000
|
|
Depreciation
|
|
(4,138,000
|
)
|
|
72,562,000
|
|
|
68,424,000
|
|
|
10,238,000
|
|
|
48,361,000
|
|
|
58,599,000
|
|
||||||
Interest
|
|
22,031,000
|
|
|
87,893,000
|
|
|
109,924,000
|
|
|
13,950,000
|
|
|
69,282,000
|
|
|
83,232,000
|
|
||||||
Other expenses
|
|
(652,000
|
)
|
|
337,611,000
|
|
|
336,959,000
|
|
|
16,542,000
|
|
|
127,785,000
|
|
|
144,327,000
|
|
||||||
Total expenses
|
|
17,241,000
|
|
|
498,066,000
|
|
|
515,307,000
|
|
|
40,730,000
|
|
|
245,428,000
|
|
|
286,158,000
|
|
||||||
Gains on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,351,000
|
|
|
9,351,000
|
|
||||||
Net income
(3)
|
|
$
|
20,994,000
|
|
|
$
|
34,425,000
|
|
|
$
|
55,419,000
|
|
|
$
|
5,087,000
|
|
|
$
|
13,019,000
|
|
|
$
|
18,106,000
|
|
Net income allocation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy Wilson - investments in
joint ventures
|
|
$
|
(3,315,000
|
)
|
|
$
|
16,987,000
|
|
|
$
|
13,672,000
|
|
|
$
|
1,274,000
|
|
|
$
|
7,823,000
|
|
|
$
|
9,097,000
|
|
Other partners
|
|
16,198,000
|
|
|
17,438,000
|
|
|
33,636,000
|
|
|
3,302,000
|
|
|
5,196,000
|
|
|
8,498,000
|
|
||||||
Net income from investments in joint
ventures
|
|
$
|
12,883,000
|
|
|
$
|
34,425,000
|
|
|
$
|
47,308,000
|
|
|
$
|
4,576,000
|
|
|
$
|
13,019,000
|
|
|
$
|
17,595,000
|
|
Kennedy Wilson - investments in
loan pool participation
(2)
|
|
$
|
7,869,000
|
|
|
|
|
|
|
|
$
|
1,400,000
|
|
|
|
|
|
|||||||
Other partners
|
|
242,000
|
|
|
|
|
|
|
(889,000
|
)
|
|
|
|
|
||||||||||
Net income from investments in loan
participation
|
|
8,111,000
|
|
|
|
|
|
|
511,000
|
|
|
|
|
|
||||||||||
Net income
(3)
|
|
$
|
20,994,000
|
|
|
|
|
|
|
$
|
5,087,000
|
|
|
|
|
|
|
|
Year Ended December 31, 2010
|
||||||||||
|
|
Greater than 20%
(1)
|
|
Other
|
|
Total
|
||||||
Statements of income:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
58,843,000
|
|
|
$
|
142,098,000
|
|
|
$
|
200,941,000
|
|
Depreciation
|
|
16,318,000
|
|
|
40,512,000
|
|
|
56,830,000
|
|
|||
Interest
|
|
18,412,000
|
|
|
48,806,000
|
|
|
67,218,000
|
|
|||
Other expenses
|
|
34,615,000
|
|
|
77,670,000
|
|
|
112,285,000
|
|
|||
Total expenses
|
|
69,345,000
|
|
|
166,988,000
|
|
|
236,333,000
|
|
|||
Gains on extinguishment of debt
|
|
9,092,000
|
|
|
4,734,000
|
|
|
13,826,000
|
|
|||
Net loss
|
|
$
|
(1,410,000
|
)
|
|
$
|
(20,156,000
|
)
|
|
$
|
(21,566,000
|
)
|
Net income allocation:
|
|
|
|
|
|
|
||||||
Kennedy Wilson
|
|
$
|
5,568,000
|
|
|
$
|
2,503,000
|
|
|
$
|
8,071,000
|
|
Other partners
|
|
(6,978,000
|
)
|
|
(22,659,000
|
)
|
|
(29,637,000
|
)
|
|||
Net loss
|
|
$
|
(1,410,000
|
)
|
|
$
|
(20,156,000
|
)
|
|
$
|
(21,566,000
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income allocation
|
|
$
|
13,672,000
|
|
|
$
|
9,097,000
|
|
|
$
|
8,071,000
|
|
Unrealized gain on fair value option
|
|
7,855,000
|
|
|
3,410,000
|
|
|
2,477,000
|
|
|||
Total equity in joint venture income
|
|
$
|
21,527,000
|
|
|
$
|
12,507,000
|
|
|
$
|
10,548,000
|
|
Participation income allocation
|
|
$
|
7,869,000
|
|
|
$
|
1,400,000
|
|
|
$
|
—
|
|
|
|
|
|
Unpaid Principal Balance
|
|
Kennedy
|
|
|
|
Expected
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
Wilson
|
|
Investment
|
|
accretion over
|
|
|
||||||||||||
Acquisition
|
|
|
|
|
|
December 31,
|
|
initial equity
|
|
balance at
|
|
total estimated
|
|
Accreted
|
||||||||||||
date
|
|
Location
|
|
Initial
|
|
2012
|
|
invested
|
|
12/31/12
|
|
collection period
|
|
to date
|
||||||||||||
February 2010
|
|
Western U.S.
|
|
$
|
342,395,000
|
|
|
$
|
20,288,000
|
|
|
$
|
11,154,000
|
|
|
2,486,000
|
|
|
$
|
4,780,000
|
|
|
$
|
4,748,000
|
|
|
December 2010
|
|
Western U.S.
|
|
82,469,000
|
|
|
8,960,000
|
|
|
5,000,000
|
|
|
1,016,000
|
|
|
2,039,000
|
|
|
2,031,000
|
|
||||||
April 2012
|
|
Western U.S.
|
|
43,383,000
|
|
|
10,561,000
|
|
|
30,900,000
|
|
|
8,142,000
|
|
|
3,623,000
|
|
|
2,898,000
|
|
||||||
August 2012
|
|
Ireland
|
|
477,169,000
|
|
|
476,353,000
|
|
|
7,032,000
|
|
|
7,610,000
|
|
|
1,025,000
|
|
|
96,000
|
|
||||||
November 2011
|
|
United Kingdom
|
|
2,111,326,000
|
|
|
765,769,000
|
|
|
61,200,000
|
|
|
60,353,000
|
|
|
22,977,000
|
|
|
9,445,000
|
|
||||||
December 2012
|
|
United Kingdom
|
|
232,254,000
|
|
|
232,254,000
|
|
|
16,012,000
|
|
|
15,994,000
|
|
|
643,000
|
|
|
—
|
|
||||||
|
|
|
|
$
|
3,288,996,000
|
|
|
$
|
1,514,185,000
|
|
|
$
|
131,298,000
|
|
|
$
|
95,601,000
|
|
|
$
|
35,087,000
|
|
|
$
|
19,218,000
|
|
|
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2010
|
||||||||||||||||||
|
|
|
|
|
|
Foreign
|
|
|
|
Foreign
|
|
|
|
Foreign
|
||||||||||||
|
|
|
|
Interest
|
|
currency
|
|
Interest
|
|
currency
|
|
Interest
|
|
currency
|
||||||||||||
Acquisition
|
|
|
|
income
|
|
exchange gain
|
|
income
|
|
exchange gain
|
|
income
|
|
exchange gain
|
||||||||||||
date
|
|
Location
|
|
recognized
|
|
(loss)
|
|
recognized
|
|
(loss)
|
|
recognized
|
|
(loss)
|
||||||||||||
February 2010
(1)
|
|
Western U.S.
|
|
$
|
(5,893,000
|
)
|
|
N/A
|
|
|
$
|
1,353,000
|
|
|
N/A
|
|
|
$
|
9,288,000
|
|
|
N/A
|
|
|||
December 2010
|
|
Western U.S.
|
|
257,000
|
|
|
N/A
|
|
|
1,732,000
|
|
|
N/A
|
|
|
42,000
|
|
|
N/A
|
|
||||||
April 2012
|
|
Western U.S.
|
|
2,898,000
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
||||||
August 2012
|
|
Ireland
|
|
96,000
|
|
|
482,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
November 2011
|
|
United Kingdom
|
|
8,045,000
|
|
|
2,529,000
|
|
|
1,400,000
|
|
|
(2,605,000
|
)
|
|
—
|
|
|
—
|
|
||||||
December 2012
|
|
United Kingdom
|
|
—
|
|
|
(19,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
August 2012
|
|
Western U.S.
|
|
871,000
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
||||||
November 2011
|
|
Western U.S.
|
|
149,000
|
|
|
N/A
|
|
|
194,000
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
||||||
|
|
|
|
$
|
6,423,000
|
|
|
$
|
2,992,000
|
|
|
$
|
4,679,000
|
|
|
$
|
(2,605,000
|
)
|
|
$
|
9,330,000
|
|
|
$
|
—
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short term investments
|
|
$
|
—
|
|
|
$
|
10,000,000
|
|
|
$
|
—
|
|
|
$
|
10,000,000
|
|
Investments in joint ventures
|
|
—
|
|
|
—
|
|
|
68,363,000
|
|
|
68,363,000
|
|
||||
Currency forward contract
|
|
—
|
|
|
(1,188,000
|
)
|
|
—
|
|
|
(1,188,000
|
)
|
||||
|
|
$
|
—
|
|
|
$
|
8,812,000
|
|
|
$
|
68,363,000
|
|
|
$
|
77,175,000
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Marketable securities
|
|
$
|
23,005,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,005,000
|
|
Investments in joint ventures
|
|
—
|
|
|
—
|
|
|
51,382,000
|
|
|
51,382,000
|
|
||||
|
|
$
|
23,005,000
|
|
|
$
|
—
|
|
|
$
|
51,382,000
|
|
|
$
|
74,387,000
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
|
$
|
51,382,000
|
|
|
$
|
34,654,000
|
|
|
$
|
19,590,000
|
|
Unrealized and realized gains
|
|
9,981,000
|
|
|
5,690,000
|
|
|
6,199,000
|
|
|||
Unrealized and realized losses
|
|
(446,000
|
)
|
|
(1,394,000
|
)
|
|
—
|
|
|||
Contributions
|
|
11,648,000
|
|
|
13,986,000
|
|
|
10,795,000
|
|
|||
Distributions
|
|
(4,202,000
|
)
|
|
(1,554,000
|
)
|
|
(1,930,000
|
)
|
|||
Ending Balance
|
|
$
|
68,363,000
|
|
|
$
|
51,382,000
|
|
|
$
|
34,654,000
|
|
|
|
Estimated rates used for
|
||
|
|
Capitalization rates
|
|
Discount Rates
|
Multifamily
|
|
5.75% — 7.00%
|
|
7.50% — 9.00%
|
Office
|
|
6.25% — 7.50%
|
|
7.50% — 9.75%
|
Retail
|
|
8.00%
|
|
9.00% — 12.00%
|
Land and condominium units
|
|
n/a
|
|
8.00% — 12.00%
|
Loan
|
|
n/a
|
|
2.00% — 9.30%
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Office furniture and equipment
|
|
$
|
4,081,000
|
|
|
$
|
4,103,000
|
|
Less: Accumulated depreciation
|
|
(1,240,000
|
)
|
|
(995,000
|
)
|
||
|
|
2,841,000
|
|
|
3,108,000
|
|
||
Prepaid expenses
|
|
5,330,000
|
|
|
4,509,000
|
|
||
Loan fees, net of accumulated amortization of $2,413,000 and $1,107,000 at
December 31, 2012 and 2011, respectively |
|
14,508,000
|
|
|
8,556,000
|
|
||
Acquired in place leases, net of accumulated amortization of $3,086,000 and $823,000 at
December 31, 2012 and 2011, respectively |
|
9,311,000
|
|
|
1,646,000
|
|
||
Deposits and other, net of accumulated amortization of $230,000 and
$181,000 at December 31, 2012 and 2011, respectively |
|
6,089,000
|
|
|
2,930,000
|
|
||
|
|
$
|
38,079,000
|
|
|
$
|
20,749,000
|
|
|
|
|
|
Carrying amount of mortgage notes as of December 31,
(1)
|
|
|
|
|
||||||
Property Pledged as Collateral
|
|
Region
|
|
2012
|
|
2011
|
|
Interest Rate
|
|
Maturity Date
|
||||
Notes receivable
(2)
|
|
United Kingdom
|
|
$
|
78,705,000
|
|
|
$
|
—
|
|
|
LIBOR + 5.00%
|
|
2015
|
Multi-family property
(1)
|
|
Western U.S.
|
|
27,988,000
|
|
|
—
|
|
|
4.71%
|
|
2020
|
||
Multi-family property
(1)
|
|
Western U.S.
|
|
5,829,000
|
|
|
—
|
|
|
5.43%
|
|
2020
|
||
Commercial building
|
|
Western U.S.
|
|
29,000,000
|
|
|
—
|
|
|
LIBOR + 2.00%
|
|
2017
|
||
Multi-family property
|
|
Western U.S.
|
|
26,000,000
|
|
|
—
|
|
|
3.35%
|
|
2023
|
||
Multi-family property
|
|
Western U.S.
|
|
23,475,000
|
|
|
—
|
|
|
Adjustable rate + 2.07%
|
|
2022
|
||
Multi-family property
|
|
Western U.S.
|
|
14,357,000
|
|
|
14,357,000
|
|
|
4.19%
|
|
2018
|
||
Commercial building
|
|
Western U.S.
|
|
12,000,000
|
|
|
12,000,000
|
|
|
6.75%
|
|
2016
|
||
Commercial building
|
|
Western U.S.
|
|
7,032,000
|
|
|
—
|
|
|
LIBOR + 3.50%
|
|
2014
|
||
Commercial building/Warehouse
|
|
Western U.S.
|
|
4,391,000
|
|
|
4,391,000
|
|
|
Prime + 1.00%
|
|
2013
|
||
Commercial building
|
|
Western U.S.
|
|
1,873,000
|
|
|
—
|
|
|
5.72%
|
|
2013
|
||
Total mortgage loans payable
|
|
|
|
230,650,000
|
|
|
30,748,000
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Notes Payable
|
|
|
|
5,888,000
|
|
|
—
|
|
|
15.00%
|
|
2013
|
||
Total notes payable
|
|
|
|
5,888,000
|
|
|
—
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Total mortgage and notes payable
|
|
|
|
$
|
236,538,000
|
|
|
$
|
30,748,000
|
|
|
|
|
|
2013
|
|
$
|
12,643,000
|
|
2014
|
|
8,472,000
|
|
|
2015
|
|
81,694,000
|
|
|
2016
|
|
15,040,000
|
|
|
2017
|
|
28,292,000
|
|
|
Thereafter
|
|
88,134,000
|
|
|
|
|
234,275,000
|
|
|
Debt premium
|
|
2,263,000
|
|
|
|
|
$
|
236,538,000
|
|
Year
|
|
|
||
2013
|
|
$
|
1,493,000
|
|
2014
|
|
1,537,000
|
|
|
2015
|
|
1,583,000
|
|
|
2016
|
|
1,632,000
|
|
|
2017
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum payments
|
|
$
|
6,245,000
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Property management and leasing fees
|
|
$
|
24,509,000
|
|
|
$
|
14,546,000
|
|
|
$
|
12,417,000
|
|
Commissions
|
|
7,932,000
|
|
|
24,183,000
|
|
|
5,375,000
|
|
|||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
9,535,000
|
|
|||
Total related party revenue
|
|
$
|
32,441,000
|
|
|
$
|
38,729,000
|
|
|
$
|
27,327,000
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
|
$
|
(3,402,000
|
)
|
|
$
|
(14,880,000
|
)
|
|
$
|
10,212,000
|
|
Foreign
|
|
10,243,000
|
|
|
20,001,000
|
|
|
—
|
|
|||
Total
|
|
$
|
6,841,000
|
|
|
$
|
5,121,000
|
|
|
$
|
10,212,000
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Tax computed at the statutory rate
|
|
$
|
2,326,000
|
|
|
$
|
1,741,000
|
|
|
$
|
3,472,000
|
|
State income taxes, net of federal benefit
|
|
152,000
|
|
|
(59,000
|
)
|
|
393,000
|
|
|||
Non-vested stock expense
|
|
—
|
|
|
(54,000
|
)
|
|
—
|
|
|||
Taxing authority settlement
|
|
—
|
|
|
809,000
|
|
|
—
|
|
|||
Foreign rate differential
|
|
(2,405,000
|
)
|
|
(4,246,000
|
)
|
|
—
|
|
|||
Capitalized transaction costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to investment basis
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Extinguishment of debt
|
|
—
|
|
|
—
|
|
|
818,000
|
|
|||
Noncontrolling interest and other
|
|
(880,000
|
)
|
|
(385,000
|
)
|
|
(956,000
|
)
|
|||
Other
|
|
197,000
|
|
|
180,000
|
|
|
—
|
|
|||
Valuation allowance
|
|
402,000
|
|
|
—
|
|
|
—
|
|
|||
(Benefit from) provision for income taxes
|
|
$
|
(208,000
|
)
|
|
$
|
(2,014,000
|
)
|
|
$
|
3,727,000
|
|
|
|
Year ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued reserves
|
|
$
|
204,000
|
|
|
$
|
210,000
|
|
Stock option expense
|
|
3,103,000
|
|
|
1,833,000
|
|
||
Net operating loss carryforward and credits
|
|
26,334,000
|
|
|
20,935,000
|
|
||
Marketable securities
|
|
(1,250,000
|
)
|
|
2,564,000
|
|
||
Hedging transactions
|
|
(391,000
|
)
|
|
2,426,000
|
|
||
Total deferred tax assets
|
|
28,000,000
|
|
|
27,968,000
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
7,919,000
|
|
|
7,447,000
|
|
||
Prepaid expenses and other
|
|
1,475,000
|
|
|
581,000
|
|
||
Investment basis and reserve differences
|
|
32,384,000
|
|
|
28,355,000
|
|
||
Foreign currency translation
|
|
6,163,000
|
|
|
7,667,000
|
|
||
Capitalized interest
|
|
2,328,000
|
|
|
2,355,000
|
|
||
Valuation allowance
|
|
402,000
|
|
|
—
|
|
||
Total deferred tax liabilities
|
|
50,671,000
|
|
|
46,405,000
|
|
||
Net deferred tax liability
|
|
$
|
22,671,000
|
|
|
$
|
18,437,000
|
|
Year ending December 31,
|
|
|
||
2013
|
|
$
|
2,369,000
|
|
2014
|
|
2,231,000
|
|
|
2015
|
|
2,041,000
|
|
|
2016
|
|
1,893,000
|
|
|
2017
|
|
85,000
|
|
|
Thereafter
|
|
—
|
|
|
Total minimum payments
|
|
$
|
8,619,000
|
|
|
|
Shares
|
|
Nonvested at December 31, 2010
|
|
2,003,600
|
|
Granted
|
|
3,000
|
|
Vested
|
|
(493,043
|
)
|
Forfeited
|
|
(4,950
|
)
|
Nonvested at December 31, 2011
|
|
1,508,607
|
|
Granted
|
|
3,175,000
|
|
Vested
|
|
(493,643
|
)
|
Forfeited
|
|
—
|
|
Nonvested at December 31, 2012
|
|
4,189,964
|
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
||||||||||||
|
|
Declared
|
|
Paid
|
|
Declared
|
|
Paid
|
|
||||||||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
||||||||
Series A
|
|
$
|
6,000,000
|
|
|
$
|
6,000,000
|
|
|
$
|
6,000,000
|
|
|
$
|
6,000,000
|
|
|
Series B
|
|
2,100,000
|
|
|
2,100,000
|
|
|
2,100,000
|
|
|
2,100,000
|
|
|
||||
Total Preferred Stock
|
|
8,100,000
|
|
|
8,100,000
|
|
|
8,100,000
|
|
|
8,100,000
|
|
(2)
|
||||
Common Stock
|
|
11,724,000
|
|
|
13,797,000
|
|
|
5,671,000
|
|
|
3,598,000
|
|
|
||||
Total
(1)
|
|
$
|
19,824,000
|
|
|
$
|
21,897,000
|
|
|
$
|
13,771,000
|
|
|
$
|
11,698,000
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Basic and diluted (loss) income per share attributable to Kennedy-Wilson
Holdings, Inc. common shareholders: |
|
|
|
|
|
|
||||||
Loss from continuing operations attributable to Kennedy-Wilson
Holdings, Inc. common shareholders |
|
$
|
(3,684,000
|
)
|
|
$
|
(2,741,000
|
)
|
|
$
|
(1,052,000
|
)
|
(Loss) income from discontinued operations, net of income taxes,
attributable to Kennedy-Wilson Holdings Inc. common shareholders |
|
(210,000
|
)
|
|
343,000
|
|
|
—
|
|
|||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common
shareholders |
|
$
|
(3,894,000
|
)
|
|
$
|
(2,398,000
|
)
|
|
$
|
(1,052,000
|
)
|
|
|
|
|
|
|
|
||||||
(Loss) from continuing operations attributable to Kennedy-Wilson
Holdings, Inc. common shareholders |
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
(Loss) income from discontinued operations, net of income taxes,
attributable to Kennedy-Wilson Holdings Inc. common shareholders |
|
—
|
|
|
0.01
|
|
|
—
|
|
|||
Net loss attributable to Kennedy-Wilson Holdings, Inc. common
shareholders |
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
Weighted average shares outstanding for basic and diluted loss per share
|
|
55,285,833
|
|
|
42,415,770
|
|
|
38,978,272
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Investments
|
|
|
|
|
|
|
||||||
Sale of real estate
|
|
$
|
2,271,000
|
|
|
$
|
417,000
|
|
|
$
|
3,937,000
|
|
Sale of real estate - related party
|
|
—
|
|
|
—
|
|
|
9,535,000
|
|
|||
Rental and other revenue
|
|
8,526,000
|
|
|
5,140,000
|
|
|
4,000,000
|
|
|||
Total revenue
|
|
10,797,000
|
|
|
5,557,000
|
|
|
17,472,000
|
|
|||
Operating expenses
|
|
36,820,000
|
|
|
19,302,000
|
|
|
26,243,000
|
|
|||
Depreciation and amortization
|
|
4,427,000
|
|
|
2,420,000
|
|
|
1,342,000
|
|
|||
Total operating expenses
|
|
41,247,000
|
|
|
21,722,000
|
|
|
27,585,000
|
|
|||
Equity in joint venture income
|
|
21,527,000
|
|
|
12,507,000
|
|
|
10,548,000
|
|
|||
Income from loan pool participations and notes receivable
|
|
9,256,000
|
|
|
7,886,000
|
|
|
11,855,000
|
|
|||
Total operating income (loss)
|
|
333,000
|
|
|
4,228,000
|
|
|
12,290,000
|
|
|||
Interest income - related party
|
|
2,805,000
|
|
|
2,021,000
|
|
|
—
|
|
|||
Acquisition related gains
|
|
25,476,000
|
|
|
6,348,000
|
|
|
2,108,000
|
|
|||
Gain on sale of marketable securities
|
|
4,353,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on early extinguishment of mortgage debt
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
|||
Acquisition-related expenses
|
|
(675,000
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(2,460,000
|
)
|
|
(1,552,000
|
)
|
|
(676,000
|
)
|
|||
Income from continuing operations
|
|
29,832,000
|
|
|
11,045,000
|
|
|
30,392,000
|
|
|||
Income from discontinued operations, net of income taxes
|
|
2,000
|
|
|
8,000
|
|
|
—
|
|
|||
(Loss) gain from sale of real estate, net of income taxes
|
|
(212,000
|
)
|
|
335,000
|
|
|
—
|
|
|||
Income before provision for income taxes
|
|
$
|
29,622,000
|
|
|
$
|
11,388,000
|
|
|
$
|
30,392,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Services
|
|
|
|
|
|
|
||||||
Management fees and commissions
|
|
$
|
20,818,000
|
|
|
$
|
18,347,000
|
|
|
$
|
15,272,000
|
|
Management fees and commissions - related party
|
|
32,441,000
|
|
|
38,729,000
|
|
|
17,792,000
|
|
|||
Total revenue
|
|
53,259,000
|
|
|
57,076,000
|
|
|
33,064,000
|
|
|||
Operating expenses
|
|
33,087,000
|
|
|
31,356,000
|
|
|
23,584,000
|
|
|||
Depreciation and amortization
|
|
161,000
|
|
|
143,000
|
|
|
117,000
|
|
|||
Total operating expenses
|
|
33,248,000
|
|
|
31,499,000
|
|
|
23,701,000
|
|
|||
Total operating income
|
|
20,011,000
|
|
|
25,577,000
|
|
|
9,363,000
|
|
|||
Income before provision for income taxes
|
|
$
|
20,011,000
|
|
|
$
|
25,577,000
|
|
|
$
|
9,363,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Corporate
|
|
|
|
|
|
|
||||||
Rental and other revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Operating expenses
|
|
16,651,000
|
|
|
12,596,000
|
|
|
18,492,000
|
|
|||
Depreciation and amortization
|
|
349,000
|
|
|
235,000
|
|
|
159,000
|
|
|||
Total operating expenses
|
|
17,000,000
|
|
|
12,831,000
|
|
|
18,651,000
|
|
|||
Total operating loss
|
|
(17,000,000
|
)
|
|
(12,831,000
|
)
|
|
(18,651,000
|
)
|
|||
Interest income
|
|
133,000
|
|
|
285,000
|
|
|
192,000
|
|
|||
Interest income - related party
|
|
—
|
|
|
—
|
|
|
662,000
|
|
|||
Loss on early extinguishment of corporate debt
|
|
—
|
|
|
—
|
|
|
(4,788,000
|
)
|
|||
Interest expense
|
|
(26,135,000
|
)
|
|
(18,955,000
|
)
|
|
(6,958,000
|
)
|
|||
Loss before provision for income taxes
|
|
(43,002,000
|
)
|
|
(31,501,000
|
)
|
|
(29,543,000
|
)
|
|||
Benefit from (provision) for income taxes
|
|
208,000
|
|
|
2,014,000
|
|
|
(3,727,000
|
)
|
|||
Net loss
|
|
$
|
(42,794,000
|
)
|
|
$
|
(29,487,000
|
)
|
|
$
|
(33,270,000
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Consolidated
|
|
|
|
|
|
|
||||||
Management fees and commissions
|
|
$
|
20,818,000
|
|
|
$
|
18,347,000
|
|
|
$
|
15,272,000
|
|
Management fees and commissions - related party
|
|
32,441,000
|
|
|
38,729,000
|
|
|
17,792,000
|
|
|||
Sale of real estate
|
|
2,271,000
|
|
|
417,000
|
|
|
3,937,000
|
|
|||
Sale of real estate - related party
|
|
—
|
|
|
—
|
|
|
9,535,000
|
|
|||
Rental and other income
|
|
8,526,000
|
|
|
5,140,000
|
|
|
4,000,000
|
|
|||
Total revenue
|
|
64,056,000
|
|
|
62,633,000
|
|
|
50,536,000
|
|
|||
Operating expenses
|
|
86,558,000
|
|
|
63,254,000
|
|
|
68,319,000
|
|
|||
Depreciation and amortization
|
|
4,937,000
|
|
|
2,798,000
|
|
|
1,618,000
|
|
|||
Total operating expenses
|
|
91,495,000
|
|
|
66,052,000
|
|
|
69,937,000
|
|
|||
Equity in joint venture income
|
|
21,527,000
|
|
|
12,507,000
|
|
|
10,548,000
|
|
|||
Interest income from loan pool participations and notes receivable
|
|
9,256,000
|
|
|
7,886,000
|
|
|
11,855,000
|
|
|||
Operating income
|
|
3,344,000
|
|
|
16,974,000
|
|
|
3,002,000
|
|
|||
Interest income
|
|
133,000
|
|
|
285,000
|
|
|
192,000
|
|
|||
Interest income - related party
|
|
2,805,000
|
|
|
2,021,000
|
|
|
662,000
|
|
|||
Acquisition related gains
|
|
25,476,000
|
|
|
6,348,000
|
|
|
2,108,000
|
|
|||
Gain on sale of marketable securities
|
|
4,353,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on early extinguishment of mortgage debt
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
|||
Loss on early extinguishment of corporate debt
|
|
—
|
|
|
—
|
|
|
(4,788,000
|
)
|
|||
Acquisition-related expenses
|
|
(675,000
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(28,595,000
|
)
|
|
(20,507,000
|
)
|
|
(7,634,000
|
)
|
|||
Income from continuing operation before benefit from income taxes
|
|
6,841,000
|
|
|
5,121,000
|
|
|
10,212,000
|
|
|||
Benefit from (provision for) income taxes
|
|
208,000
|
|
|
2,014,000
|
|
|
(3,727,000
|
)
|
|||
Income from continuing operations
|
|
7,049,000
|
|
|
7,135,000
|
|
|
6,485,000
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income taxes
|
|
2,000
|
|
|
8,000
|
|
|
—
|
|
|||
(Loss) gain from sale of real estate, net of income taxes
|
|
(212,000
|
)
|
|
335,000
|
|
|
—
|
|
|||
Net Income
|
|
$
|
6,839,000
|
|
|
$
|
7,478,000
|
|
|
$
|
6,485,000
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Investments
|
|
$
|
1,070,607,000
|
|
|
$
|
591,459,000
|
|
Services
|
|
105,370,000
|
|
|
66,406,000
|
|
||
Corporate
|
|
107,812,000
|
|
|
134,911,000
|
|
||
Total assets
|
|
$
|
1,283,789,000
|
|
|
$
|
792,776,000
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Expenditures for long lived assets
|
|
|
|
|
|
|
||||||
Investments
|
|
$
|
118,959,000
|
|
|
$
|
2,680,000
|
|
|
$
|
23,764,000
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
44,379,000
|
|
|
$
|
39,857,000
|
|
|
$
|
50,051,000
|
|
United Kingdom
|
|
19,148,000
|
|
|
22,238,000
|
|
|
—
|
|
|||
Japan
|
|
529,000
|
|
|
538,000
|
|
|
485,000
|
|
|||
Total Revenue
|
|
$
|
64,056,000
|
|
|
$
|
62,633,000
|
|
|
$
|
50,536,000
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2012
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
64,517,000
|
|
|
$
|
38,489,000
|
|
|
$
|
17,849,000
|
|
|
$
|
—
|
|
|
$
|
120,855,000
|
|
Short term investments
|
|
—
|
|
|
10,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000,000
|
|
||||||
Accounts receivable
|
|
—
|
|
|
377,000
|
|
|
2,105,000
|
|
|
1,165,000
|
|
|
—
|
|
|
3,647,000
|
|
||||||
Accounts receivable — related parties
|
|
—
|
|
|
186,000
|
|
|
4,774,000
|
|
|
17,433,000
|
|
|
—
|
|
|
22,393,000
|
|
||||||
Intercompany receivables
|
|
—
|
|
|
3,269,000
|
|
|
—
|
|
|
—
|
|
|
(3,269,000
|
)
|
|
—
|
|
||||||
Notes receivable
|
|
—
|
|
|
1,902,000
|
|
|
133,805,000
|
|
|
900,000
|
|
|
—
|
|
|
136,607,000
|
|
||||||
Intercompany loans receivable
|
|
—
|
|
|
39,587,000
|
|
|
—
|
|
|
—
|
|
|
(39,587,000
|
)
|
|
—
|
|
||||||
Real estate, net of accumulated depreciation
|
|
—
|
|
|
—
|
|
|
93,928,000
|
|
|
195,521,000
|
|
|
—
|
|
|
289,449,000
|
|
||||||
Investments in joint ventures
|
|
—
|
|
|
5,670,000
|
|
|
450,199,000
|
|
|
87,324,000
|
|
|
—
|
|
|
543,193,000
|
|
||||||
Investments in and advances to consolidated subsidiaries
|
|
514,310,000
|
|
|
873,768,000
|
|
|
142,441,000
|
|
|
—
|
|
|
(1,530,519,000
|
)
|
|
—
|
|
||||||
Investment in loan pool participations
|
|
—
|
|
|
—
|
|
|
95,601,000
|
|
|
—
|
|
|
—
|
|
|
95,601,000
|
|
||||||
Other assets
|
|
—
|
|
|
18,443,000
|
|
|
11,505,000
|
|
|
8,131,000
|
|
|
—
|
|
|
38,079,000
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
17,216,000
|
|
|
6,749,000
|
|
|
—
|
|
|
23,965,000
|
|
||||||
Total Assets
|
|
$
|
514,310,000
|
|
|
$
|
1,017,719,000
|
|
|
$
|
990,063,000
|
|
|
$
|
335,072,000
|
|
|
$
|
(1,573,375,000
|
)
|
|
$
|
1,283,789,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
785,000
|
|
|
$
|
236,000
|
|
|
$
|
741,000
|
|
|
$
|
—
|
|
|
$
|
1,762,000
|
|
Accrued expenses and other liabilities
|
|
—
|
|
|
14,878,000
|
|
|
7,249,000
|
|
|
7,290,000
|
|
|
—
|
|
|
29,417,000
|
|
||||||
Intercompany payables
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,269,000
|
|
|
(3,269,000
|
)
|
|
—
|
|
||||||
Accrued salaries and benefits
|
|
4,666,000
|
|
|
17,917,000
|
|
|
1,614,000
|
|
|
784,000
|
|
|
—
|
|
|
24,981,000
|
|
||||||
Deferred tax liability
|
|
—
|
|
|
20,189,000
|
|
|
2,327,000
|
|
|
155,000
|
|
|
—
|
|
|
22,671,000
|
|
||||||
Senior notes payable
|
|
—
|
|
|
409,640,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409,640,000
|
|
||||||
Intercompany loans payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,587,000
|
|
|
(39,587,000
|
)
|
|
—
|
|
||||||
Mortgage loans and notes payable
|
|
—
|
|
|
—
|
|
|
112,096,000
|
|
|
124,442,000
|
|
|
—
|
|
|
236,538,000
|
|
||||||
Junior subordinated debentures
|
|
—
|
|
|
40,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000,000
|
|
||||||
Total liabilities
|
|
4,666,000
|
|
|
503,409,000
|
|
|
123,522,000
|
|
|
176,268,000
|
|
|
(42,856,000
|
)
|
|
765,009,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
509,644,000
|
|
|
514,310,000
|
|
|
873,768,000
|
|
|
142,441,000
|
|
|
(1,530,519,000
|
)
|
|
509,644,000
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(7,227,000
|
)
|
|
16,363,000
|
|
|
—
|
|
|
9,136,000
|
|
||||||
Total equity
|
|
509,644,000
|
|
|
514,310,000
|
|
|
866,541,000
|
|
|
158,804,000
|
|
|
(1,530,519,000
|
)
|
|
518,780,000
|
|
||||||
Total liabilities and equity
|
|
$
|
514,310,000
|
|
|
$
|
1,017,719,000
|
|
|
$
|
990,063,000
|
|
|
$
|
335,072,000
|
|
|
$
|
(1,573,375,000
|
)
|
|
$
|
1,283,789,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2011
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
95,812,000
|
|
|
$
|
2,553,000
|
|
|
$
|
17,561,000
|
|
|
$
|
—
|
|
|
$
|
115,926,000
|
|
Accounts receivable
|
|
—
|
|
|
751,000
|
|
|
2,043,000
|
|
|
320,000
|
|
|
—
|
|
|
3,114,000
|
|
||||||
Accounts receivable — related parties
|
|
—
|
|
|
2,328,000
|
|
|
6,822,000
|
|
|
6,462,000
|
|
|
—
|
|
|
15,612,000
|
|
||||||
Notes receivable
|
|
—
|
|
|
862,000
|
|
|
6,076,000
|
|
|
1,000,000
|
|
|
—
|
|
|
7,938,000
|
|
||||||
Notes receivable — related parties
|
|
—
|
|
|
33,269,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,269,000
|
|
||||||
Real estate, net of accumulated depreciation
|
|
—
|
|
|
53,000
|
|
|
51,212,000
|
|
|
64,615,000
|
|
|
—
|
|
|
115,880,000
|
|
||||||
Investments in joint ventures
|
|
—
|
|
|
8,785,000
|
|
|
316,219,000
|
|
|
18,363,000
|
|
|
—
|
|
|
343,367,000
|
|
||||||
Investments in and advances to consolidated subsidiaries
|
|
412,871,000
|
|
|
567,285,000
|
|
|
82,393,000
|
|
|
—
|
|
|
(1,062,549,000
|
)
|
|
—
|
|
||||||
Investment in loan pool participations
|
|
—
|
|
|
—
|
|
|
89,951,000
|
|
|
—
|
|
|
—
|
|
|
89,951,000
|
|
||||||
Marketable securities
|
|
—
|
|
|
22,972,000
|
|
|
33,000
|
|
|
—
|
|
|
—
|
|
|
23,005,000
|
|
||||||
Other assets
|
|
—
|
|
|
13,334,000
|
|
|
3,656,000
|
|
|
3,759,000
|
|
|
—
|
|
|
20,749,000
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
17,216,000
|
|
|
6,749,000
|
|
|
—
|
|
|
23,965,000
|
|
||||||
Total Assets
|
|
$
|
412,871,000
|
|
|
$
|
745,451,000
|
|
|
$
|
578,174,000
|
|
|
$
|
118,829,000
|
|
|
$
|
(1,062,549,000
|
)
|
|
$
|
792,776,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
52,000
|
|
|
$
|
1,250,000
|
|
|
$
|
396,000
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
1,798,000
|
|
Accrued expenses and other liabilities
|
|
2,584,000
|
|
|
10,768,000
|
|
|
5,346,000
|
|
|
5,564,000
|
|
|
—
|
|
|
24,262,000
|
|
||||||
Accrued salaries and benefits
|
|
—
|
|
|
12,622,000
|
|
|
1,195,000
|
|
|
761,000
|
|
|
—
|
|
|
14,578,000
|
|
||||||
Deferred tax liability
|
|
—
|
|
|
18,555,000
|
|
|
(439,000
|
)
|
|
321,000
|
|
|
—
|
|
|
18,437,000
|
|
||||||
Senior notes payable
|
|
—
|
|
|
249,385,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,385,000
|
|
||||||
Mortgage loans payable
|
|
—
|
|
|
—
|
|
|
4,391,000
|
|
|
26,357,000
|
|
|
—
|
|
|
30,748,000
|
|
||||||
Junior subordinated debentures
|
|
—
|
|
|
40,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000,000
|
|
||||||
Total liabilities
|
|
2,636,000
|
|
|
332,580,000
|
|
|
10,889,000
|
|
|
33,103,000
|
|
|
—
|
|
|
379,208,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kennedy-Wilson Holdings, Inc. shareholders' equity
|
|
410,235,000
|
|
|
412,871,000
|
|
|
567,285,000
|
|
|
82,393,000
|
|
|
(1,062,549,000
|
)
|
|
410,235,000
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,333,000
|
|
|
—
|
|
|
3,333,000
|
|
||||||
Total equity
|
|
410,235,000
|
|
|
412,871,000
|
|
|
567,285,000
|
|
|
85,726,000
|
|
|
(1,062,549,000
|
)
|
|
413,568,000
|
|
||||||
Total liabilities and equity
|
|
$
|
412,871,000
|
|
|
$
|
745,451,000
|
|
|
$
|
578,174,000
|
|
|
$
|
118,829,000
|
|
|
$
|
(1,062,549,000
|
)
|
|
$
|
792,776,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management and leasing fees
|
|
$
|
—
|
|
|
$
|
391,000
|
|
|
$
|
9,313,000
|
|
|
$
|
6,091,000
|
|
|
$
|
—
|
|
|
$
|
15,795,000
|
|
Management and leasing fees—related party
|
|
—
|
|
|
—
|
|
|
10,247,000
|
|
|
14,262,000
|
|
|
—
|
|
|
24,509,000
|
|
||||||
Commissions
|
|
—
|
|
|
523,000
|
|
|
1,974,000
|
|
|
2,526,000
|
|
|
—
|
|
|
5,023,000
|
|
||||||
Commissions—related party
|
|
—
|
|
|
—
|
|
|
2,962,000
|
|
|
4,970,000
|
|
|
—
|
|
|
7,932,000
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
2,271,000
|
|
|
—
|
|
|
—
|
|
|
2,271,000
|
|
||||||
Rental and other income
|
|
—
|
|
|
—
|
|
|
1,289,000
|
|
|
7,237,000
|
|
|
—
|
|
|
8,526,000
|
|
||||||
Total revenue
|
|
—
|
|
|
914,000
|
|
|
28,056,000
|
|
|
35,086,000
|
|
|
—
|
|
|
64,056,000
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commission and marketing expenses
|
|
—
|
|
|
347,000
|
|
|
3,562,000
|
|
|
641,000
|
|
|
—
|
|
|
4,550,000
|
|
||||||
Compensation and related expenses
|
|
8,147,000
|
|
|
25,675,000
|
|
|
11,618,000
|
|
|
10,394,000
|
|
|
—
|
|
|
55,834,000
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
2,230,000
|
|
|
—
|
|
|
—
|
|
|
2,230,000
|
|
||||||
General and administrative
|
|
—
|
|
|
9,788,000
|
|
|
3,927,000
|
|
|
5,733,000
|
|
|
—
|
|
|
19,448,000
|
|
||||||
Rental operating expense
|
|
—
|
|
|
(42,000
|
)
|
|
1,296,000
|
|
|
3,242,000
|
|
|
—
|
|
|
4,496,000
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
349,000
|
|
|
890,000
|
|
|
3,698,000
|
|
|
—
|
|
|
4,937,000
|
|
||||||
Total operating expenses
|
|
8,147,000
|
|
|
36,117,000
|
|
|
23,523,000
|
|
|
23,708,000
|
|
|
—
|
|
|
91,495,000
|
|
||||||
Equity in joint venture income
|
|
—
|
|
|
1,476,000
|
|
|
15,027,000
|
|
|
5,024,000
|
|
|
—
|
|
|
21,527,000
|
|
||||||
Interest income from loan pool participations and notes receivable
|
|
—
|
|
|
—
|
|
|
9,180,000
|
|
|
76,000
|
|
|
—
|
|
|
9,256,000
|
|
||||||
Income (loss) from consolidated subsidiaries
|
|
14,986,000
|
|
|
66,337,000
|
|
|
38,347,000
|
|
|
—
|
|
|
(119,670,000
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
|
6,839,000
|
|
|
32,610,000
|
|
|
67,087,000
|
|
|
16,478,000
|
|
|
(119,670,000
|
)
|
|
3,344,000
|
|
||||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
—
|
|
|
107,000
|
|
|
23,000
|
|
|
3,000
|
|
|
—
|
|
|
133,000
|
|
||||||
Interest income—related party
|
|
—
|
|
|
2,805,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,805,000
|
|
||||||
Acquisition related gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,476,000
|
|
|
—
|
|
|
25,476,000
|
|
||||||
Gain on sale of marketable securities
|
|
—
|
|
|
4,353,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,353,000
|
|
||||||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
(80,000
|
)
|
|
(595,000
|
)
|
|
—
|
|
|
(675,000
|
)
|
||||||
Interest expense
|
|
—
|
|
|
(25,635,000
|
)
|
|
(483,000
|
)
|
|
(2,477,000
|
)
|
|
—
|
|
|
(28,595,000
|
)
|
||||||
Income (loss) from continuing operations before benefit (provision for) from income taxes
|
|
6,839,000
|
|
|
14,240,000
|
|
|
66,547,000
|
|
|
38,885,000
|
|
|
(119,670,000
|
)
|
|
6,841,000
|
|
||||||
Benefit from (provision for) income taxes
|
|
—
|
|
|
746,000
|
|
|
—
|
|
|
(538,000
|
)
|
|
—
|
|
|
208,000
|
|
||||||
Income (loss) from continuing operations
|
|
6,839,000
|
|
|
14,986,000
|
|
|
66,547,000
|
|
|
38,347,000
|
|
|
(119,670,000
|
)
|
|
7,049,000
|
|
||||||
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
||||||
Loss from sale of real estate, net of income taxes
|
|
—
|
|
|
—
|
|
|
(212,000
|
)
|
|
—
|
|
|
—
|
|
|
(212,000
|
)
|
||||||
Net income (loss)
|
|
6,839,000
|
|
|
14,986,000
|
|
|
66,337,000
|
|
|
38,347,000
|
|
|
(119,670,000
|
)
|
|
6,839,000
|
|
||||||
Net loss attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(370,000
|
)
|
|
(2,219,000
|
)
|
|
—
|
|
|
(2,589,000
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
6,839,000
|
|
|
14,986,000
|
|
|
65,967,000
|
|
|
36,128,000
|
|
|
(119,670,000
|
)
|
|
4,250,000
|
|
||||||
Preferred stock dividends and accretion of issuance costs
|
|
(8,144,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,144,000
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(1,305,000
|
)
|
|
$
|
14,986,000
|
|
|
$
|
65,967,000
|
|
|
$
|
36,128,000
|
|
|
$
|
(119,670,000
|
)
|
|
$
|
(3,894,000
|
)
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management and leasing fees
|
|
$
|
—
|
|
|
$
|
719,000
|
|
|
$
|
3,340,000
|
|
|
$
|
8,511,000
|
|
|
$
|
—
|
|
|
$
|
12,570,000
|
|
Management and leasing fees — related party
|
|
—
|
|
|
—
|
|
|
13,341,000
|
|
|
1,205,000
|
|
|
—
|
|
|
14,546,000
|
|
||||||
Commissions
|
|
—
|
|
|
3,279,000
|
|
|
850,000
|
|
|
1,648,000
|
|
|
—
|
|
|
5,777,000
|
|
||||||
Commissions — related party
|
|
—
|
|
|
—
|
|
|
5,316,000
|
|
|
18,867,000
|
|
|
—
|
|
|
24,183,000
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
417,000
|
|
|
—
|
|
|
—
|
|
|
417,000
|
|
||||||
Rental and other income
|
|
—
|
|
|
—
|
|
|
1,086,000
|
|
|
4,054,000
|
|
|
—
|
|
|
5,140,000
|
|
||||||
Total revenue
|
|
—
|
|
|
3,998,000
|
|
|
24,350,000
|
|
|
34,285,000
|
|
|
—
|
|
|
62,633,000
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commission and marketing expenses
|
|
—
|
|
|
887,000
|
|
|
2,693,000
|
|
|
385,000
|
|
|
—
|
|
|
3,965,000
|
|
||||||
Compensation and related expenses
|
|
5,055,000
|
|
|
18,127,000
|
|
|
11,806,000
|
|
|
6,141,000
|
|
|
—
|
|
|
41,129,000
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
397,000
|
|
|
—
|
|
|
—
|
|
|
397,000
|
|
||||||
General and administrative
|
|
—
|
|
|
9,024,000
|
|
|
3,153,000
|
|
|
2,278,000
|
|
|
—
|
|
|
14,455,000
|
|
||||||
Rental operating expenses
|
|
—
|
|
|
—
|
|
|
1,506,000
|
|
|
1,802,000
|
|
|
—
|
|
|
3,308,000
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
236,000
|
|
|
465,000
|
|
|
2,097,000
|
|
|
—
|
|
|
2,798,000
|
|
||||||
Total operating expenses
|
|
5,055,000
|
|
|
28,274,000
|
|
|
20,020,000
|
|
|
12,703,000
|
|
|
—
|
|
|
66,052,000
|
|
||||||
Equity in joint venture income
|
|
—
|
|
|
425,000
|
|
|
9,847,000
|
|
|
2,235,000
|
|
|
—
|
|
|
12,507,000
|
|
||||||
Interest income from loan pool participations and notes receivable
|
|
—
|
|
|
12,000
|
|
|
7,793,000
|
|
|
81,000
|
|
|
—
|
|
|
7,886,000
|
|
||||||
Income from consolidated subsidiaries
|
|
12,533,000
|
|
|
51,114,000
|
|
|
28,797,000
|
|
|
—
|
|
|
(92,444,000
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
|
7,478,000
|
|
|
27,275,000
|
|
|
50,767,000
|
|
|
23,898,000
|
|
|
(92,444,000
|
)
|
|
16,974,000
|
|
||||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
—
|
|
|
186,000
|
|
|
99,000
|
|
|
—
|
|
|
—
|
|
|
285,000
|
|
||||||
Interest income — related party
|
|
—
|
|
|
2,021,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,021,000
|
|
||||||
Acquisition related gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,348,000
|
|
|
—
|
|
|
6,348,000
|
|
||||||
Interest expense
|
|
—
|
|
|
(18,963,000
|
)
|
|
(95,000
|
)
|
|
(1,449,000
|
)
|
|
—
|
|
|
(20,507,000
|
)
|
||||||
Income (loss) before benefit from income taxes
|
|
7,478,000
|
|
|
10,519,000
|
|
|
50,771,000
|
|
|
28,797,000
|
|
|
(92,444,000
|
)
|
|
5,121,000
|
|
||||||
Benefit from income taxes
|
|
—
|
|
|
2,014,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,014,000
|
|
||||||
Net income (loss) from continuing operations
|
|
7,478,000
|
|
|
12,533,000
|
|
|
50,771,000
|
|
|
28,797,000
|
|
|
(92,444,000
|
)
|
|
7,135,000
|
|
||||||
Income from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
||||||
(Loss) gain from sale of real estate, net of income taxes
|
|
—
|
|
|
—
|
|
|
335,000
|
|
|
—
|
|
|
—
|
|
|
335,000
|
|
||||||
Net income (loss)
|
|
7,478,000
|
|
|
12,533,000
|
|
|
51,114,000
|
|
|
28,797,000
|
|
|
(92,444,000
|
)
|
|
7,478,000
|
|
||||||
Net income attributable to the noncontrolling interests
|
|
—
|
|
|
(103,000
|
)
|
|
(379,000
|
)
|
|
(650,000
|
)
|
|
—
|
|
|
(1,132,000
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
7,478,000
|
|
|
12,430,000
|
|
|
50,735,000
|
|
|
28,147,000
|
|
|
(92,444,000
|
)
|
|
6,346,000
|
|
||||||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(8,744,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,744,000
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
(1,266,000
|
)
|
|
$
|
12,430,000
|
|
|
$
|
50,735,000
|
|
|
$
|
28,147,000
|
|
|
$
|
(92,444,000
|
)
|
|
$
|
(2,398,000
|
)
|
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management and leasing fees
|
|
$
|
—
|
|
|
$
|
183,000
|
|
|
$
|
5,873,000
|
|
|
$
|
2,857,000
|
|
|
$
|
—
|
|
|
$
|
8,913,000
|
|
Management and leasing fees — related party
|
|
—
|
|
|
—
|
|
|
11,258,000
|
|
|
1,159,000
|
|
|
—
|
|
|
12,417,000
|
|
||||||
Commissions
|
|
—
|
|
|
684,000
|
|
|
5,338,000
|
|
|
337,000
|
|
|
—
|
|
|
6,359,000
|
|
||||||
Commissions — related party
|
|
—
|
|
|
—
|
|
|
5,355,000
|
|
|
20,000
|
|
|
—
|
|
|
5,375,000
|
|
||||||
Sale of real estate
|
|
—
|
|
|
—
|
|
|
3,937,000
|
|
|
—
|
|
|
—
|
|
|
3,937,000
|
|
||||||
Sale of real estate — related party
|
|
—
|
|
|
—
|
|
|
9,535,000
|
|
|
—
|
|
|
—
|
|
|
9,535,000
|
|
||||||
Rental and other income
|
|
—
|
|
|
—
|
|
|
1,903,000
|
|
|
2,097,000
|
|
|
—
|
|
|
4,000,000
|
|
||||||
Total revenue
|
|
—
|
|
|
867,000
|
|
|
43,199,000
|
|
|
6,470,000
|
|
|
—
|
|
|
50,536,000
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commission and marketing expenses
|
|
—
|
|
|
—
|
|
|
2,841,000
|
|
|
345,000
|
|
|
—
|
|
|
3,186,000
|
|
||||||
Compensation and related expenses
|
|
8,094,000
|
|
|
14,063,000
|
|
|
13,121,000
|
|
|
2,877,000
|
|
|
—
|
|
|
38,155,000
|
|
||||||
Merger-related compensation and related expenses
|
|
2,225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,225,000
|
|
||||||
Cost of real estate sold
|
|
—
|
|
|
—
|
|
|
2,714,000
|
|
|
—
|
|
|
—
|
|
|
2,714,000
|
|
||||||
Cost of real estate sold - related party
|
|
—
|
|
|
—
|
|
|
8,812,000
|
|
|
—
|
|
|
—
|
|
|
8,812,000
|
|
||||||
General and administrative
|
|
227,000
|
|
|
6,753,000
|
|
|
3,453,000
|
|
|
881,000
|
|
|
—
|
|
|
11,314,000
|
|
||||||
Rental operating expenses
|
|
—
|
|
|
—
|
|
|
1,234,000
|
|
|
679,000
|
|
|
—
|
|
|
1,913,000
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
159,000
|
|
|
764,000
|
|
|
695,000
|
|
|
—
|
|
|
1,618,000
|
|
||||||
Total operating expenses
|
|
10,546,000
|
|
|
20,975,000
|
|
|
32,939,000
|
|
|
5,477,000
|
|
|
—
|
|
|
69,937,000
|
|
||||||
Equity in joint venture income (loss)
|
|
—
|
|
|
—
|
|
|
10,629,000
|
|
|
(81,000
|
)
|
|
—
|
|
|
10,548,000
|
|
||||||
Interest income from loan pool participations and notes receivable
|
|
—
|
|
|
46,000
|
|
|
11,760,000
|
|
|
49,000
|
|
|
—
|
|
|
11,855,000
|
|
||||||
Income (loss) from consolidated subsidiaries
|
|
17,031,000
|
|
|
50,902,000
|
|
|
426,000
|
|
|
—
|
|
|
(68,359,000
|
)
|
|
—
|
|
||||||
Operating income (loss)
|
|
6,485,000
|
|
|
30,840,000
|
|
|
33,075,000
|
|
|
961,000
|
|
|
(68,359,000
|
)
|
|
3,002,000
|
|
||||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
—
|
|
|
153,000
|
|
|
39,000
|
|
|
—
|
|
|
—
|
|
|
192,000
|
|
||||||
Interest income — related party
|
|
—
|
|
|
662,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662,000
|
|
||||||
Acquisition related gain
|
|
—
|
|
|
—
|
|
|
2,108,000
|
|
|
—
|
|
|
—
|
|
|
2,108,000
|
|
||||||
Gain on early extinguishment of mortgage debt
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
|
—
|
|
|
—
|
|
|
16,670,000
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
(4,788,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,788,000
|
)
|
||||||
Interest expense
|
|
—
|
|
|
(6,109,000
|
)
|
|
(990,000
|
)
|
|
(535,000
|
)
|
|
—
|
|
|
(7,634,000
|
)
|
||||||
Income (loss) before provision for income taxes
|
|
6,485,000
|
|
|
20,758,000
|
|
|
50,902,000
|
|
|
426,000
|
|
|
(68,359,000
|
)
|
|
10,212,000
|
|
||||||
Provision for income taxes
|
|
—
|
|
|
(3,727,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,727,000
|
)
|
||||||
Net income (loss)
|
|
6,485,000
|
|
|
17,031,000
|
|
|
50,902,000
|
|
|
426,000
|
|
|
(68,359,000
|
)
|
|
6,485,000
|
|
||||||
Net income attributable to the noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(2,963,000
|
)
|
|
(16,000
|
)
|
|
—
|
|
|
(2,979,000
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
6,485,000
|
|
|
17,031,000
|
|
|
47,939,000
|
|
|
410,000
|
|
|
(68,359,000
|
)
|
|
3,506,000
|
|
||||||
Preferred dividends and accretion of preferred stock issuance costs
|
|
(4,558,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,558,000
|
)
|
||||||
Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders
|
|
$
|
1,927,000
|
|
|
$
|
17,031,000
|
|
|
$
|
47,939,000
|
|
|
$
|
410,000
|
|
|
$
|
(68,359,000
|
)
|
|
$
|
(1,052,000
|
)
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2012
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Net Income
|
|
$
|
6,839,000
|
|
|
$
|
14,986,000
|
|
|
$
|
66,337,000
|
|
|
$
|
38,347,000
|
|
|
$
|
(119,670,000
|
)
|
|
$
|
6,839,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss) on marketable securities
|
|
3,263,000
|
|
|
3,263,000
|
|
|
14,000
|
|
|
—
|
|
|
(3,277,000
|
)
|
|
3,263,000
|
|
||||||
Unrealized foreign currency translation gain (loss)
|
|
(1,453,000
|
)
|
|
(1,453,000
|
)
|
|
(2,251,000
|
)
|
|
(265,000
|
)
|
|
3,969,000
|
|
|
(1,453,000
|
)
|
||||||
Unrealized forward contract forward currency gain (loss)
|
|
5,724,000
|
|
|
5,724,000
|
|
|
6,437,000
|
|
|
—
|
|
|
(12,161,000
|
)
|
|
5,724,000
|
|
||||||
Total other comprehensive income (loss) for the period
|
|
$
|
7,534,000
|
|
|
$
|
7,534,000
|
|
|
$
|
4,200,000
|
|
|
$
|
(265,000
|
)
|
|
$
|
(11,469,000
|
)
|
|
$
|
7,534,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
|
14,373,000
|
|
|
22,520,000
|
|
|
70,537,000
|
|
|
38,082,000
|
|
|
(131,139,000
|
)
|
|
14,373,000
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,589,000
|
)
|
|
—
|
|
|
(2,589,000
|
)
|
||||||
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
14,373,000
|
|
|
$
|
22,520,000
|
|
|
$
|
70,537,000
|
|
|
$
|
35,493,000
|
|
|
$
|
(131,139,000
|
)
|
|
$
|
11,784,000
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2011
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Net Income (loss)
|
|
$
|
7,478,000
|
|
|
$
|
12,533,000
|
|
|
$
|
51,114,000
|
|
|
$
|
28,797,000
|
|
|
$
|
(92,444,000
|
)
|
|
$
|
7,478,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss) on marketable securities
|
|
(3,198,000
|
)
|
|
(3,198,000
|
)
|
|
—
|
|
|
—
|
|
|
3,198,000
|
|
|
(3,198,000
|
)
|
||||||
Unrealized foreign currency translation gain (loss)
|
|
1,508,000
|
|
|
1,508,000
|
|
|
2,012,000
|
|
|
(25,000
|
)
|
|
(3,495,000
|
)
|
|
1,508,000
|
|
||||||
Unrealized forward contract forward currency gain (loss)
|
|
(2,318,000
|
)
|
|
(2,318,000
|
)
|
|
(2,294,000
|
)
|
|
—
|
|
|
4,612,000
|
|
|
(2,318,000
|
)
|
||||||
Total other comprehensive income (loss) for the period
|
|
(4,008,000
|
)
|
|
(4,008,000
|
)
|
|
(282,000
|
)
|
|
(25,000
|
)
|
|
4,315,000
|
|
|
(4,008,000
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
|
$
|
3,470,000
|
|
|
$
|
8,525,000
|
|
|
$
|
50,832,000
|
|
|
$
|
28,772,000
|
|
|
$
|
(88,129,000
|
)
|
|
$
|
3,470,000
|
|
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(103,000
|
)
|
|
(379,000
|
)
|
|
(650,000
|
)
|
|
—
|
|
|
(1,132,000
|
)
|
||||||
Comprehensive income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
3,470,000
|
|
|
$
|
8,422,000
|
|
|
$
|
50,453,000
|
|
|
$
|
28,122,000
|
|
|
$
|
(88,129,000
|
)
|
|
$
|
2,338,000
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2010
|
||||||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Elimination
|
|
Consolidated Total
|
||||||||||||
Net Income (loss)
|
|
$
|
6,485,000
|
|
|
$
|
17,031,000
|
|
|
$
|
50,902,000
|
|
|
$
|
426,000
|
|
|
$
|
(68,359,000
|
)
|
|
$
|
6,485,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss) on marketable securities
|
|
6,000
|
|
|
6,000
|
|
|
6,000
|
|
|
—
|
|
|
(12,000
|
)
|
|
6,000
|
|
||||||
Unrealized foreign currency translation gain (loss)
|
|
6,434,000
|
|
|
6,434,000
|
|
|
6,434,000
|
|
|
—
|
|
|
(12,868,000
|
)
|
|
6,434,000
|
|
||||||
Total other comprehensive income (loss) for the period
|
|
6,440,000
|
|
|
6,440,000
|
|
|
6,440,000
|
|
|
—
|
|
|
(12,880,000
|
)
|
|
6,440,000
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
|
$
|
12,925,000
|
|
|
$
|
23,471,000
|
|
|
$
|
57,342,000
|
|
|
$
|
426,000
|
|
|
$
|
(81,239,000
|
)
|
|
$
|
12,925,000
|
|
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(2,963,000
|
)
|
|
(16,000
|
)
|
|
—
|
|
|
(2,979,000
|
)
|
||||||
Comprehensive income (loss) attributable to Kennedy-Wilson Holdings, Inc.
|
|
$
|
12,925,000
|
|
|
$
|
23,471,000
|
|
|
$
|
54,379,000
|
|
|
$
|
410,000
|
|
|
$
|
(81,239,000
|
)
|
|
$
|
9,946,000
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2012
|
||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(563,000
|
)
|
|
$
|
(59,096,000
|
)
|
|
$
|
72,062,000
|
|
|
$
|
(5,636,000
|
)
|
|
$
|
6,767,000
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to notes receivable
|
|
—
|
|
|
(42,000
|
)
|
|
(167,819,000
|
)
|
|
—
|
|
|
(167,861,000
|
)
|
|||||
Settlements of notes receivable
|
|
—
|
|
|
194,000
|
|
|
6,780,000
|
|
|
100,000
|
|
|
7,074,000
|
|
|||||
Additions to notes receivable—related party
|
|
—
|
|
|
(17,062,000
|
)
|
|
—
|
|
|
—
|
|
|
(17,062,000
|
)
|
|||||
Settlements of notes receivable—related party
|
|
—
|
|
|
9,093,000
|
|
|
—
|
|
|
—
|
|
|
9,093,000
|
|
|||||
Net proceeds from sale of real estate
|
|
—
|
|
|
18,733,000
|
|
|
—
|
|
|
—
|
|
|
18,733,000
|
|
|||||
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(33,809,000
|
)
|
|
(85,150,000
|
)
|
|
(118,959,000
|
)
|
|||||
Short term investment
|
|
—
|
|
|
(10,000,000
|
)
|
|
—
|
|
|
—
|
|
|
(10,000,000
|
)
|
|||||
Proceeds from sale of marketable securities
|
|
—
|
|
|
34,108,000
|
|
|
—
|
|
|
—
|
|
|
34,108,000
|
|
|||||
Investing distributions from joint ventures
|
|
—
|
|
|
32,000
|
|
|
47,995,000
|
|
|
669,000
|
|
|
48,696,000
|
|
|||||
Contributions to joint ventures
|
|
—
|
|
|
(1,200,000
|
)
|
|
(177,357,000
|
)
|
|
(165,000
|
)
|
|
(178,722,000
|
)
|
|||||
Investing distributions from loan pool participation
|
|
—
|
|
|
—
|
|
|
58,142,000
|
|
|
—
|
|
|
58,142,000
|
|
|||||
Contributions to loan pool participation
|
|
—
|
|
|
—
|
|
|
(72,970,000
|
)
|
|
—
|
|
|
(72,970,000
|
)
|
|||||
(Investments in) distributions from consolidated subsidiaries, net
|
|
(82,129,000
|
)
|
|
(115,989,000
|
)
|
|
194,595,000
|
|
|
3,523,000
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
(82,129,000
|
)
|
|
(82,133,000
|
)
|
|
(144,443,000
|
)
|
|
(81,023,000
|
)
|
|
(389,728,000
|
)
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under senior notes payable
|
|
—
|
|
|
160,250,000
|
|
|
—
|
|
|
—
|
|
|
160,250,000
|
|
|||||
Borrowings under lines of credit
|
|
—
|
|
|
85,811,000
|
|
|
—
|
|
|
—
|
|
|
85,811,000
|
|
|||||
Repayment of lines of credit
|
|
—
|
|
|
(85,811,000
|
)
|
|
—
|
|
|
—
|
|
|
(85,811,000
|
)
|
|||||
Borrowings under mortgage loans payable
|
|
—
|
|
|
—
|
|
|
108,264,000
|
|
|
49,475,000
|
|
|
157,739,000
|
|
|||||
Debt issue costs
|
|
—
|
|
|
(7,259,000
|
)
|
|
—
|
|
|
—
|
|
|
(7,259,000
|
)
|
|||||
Issuance of common stock
|
|
106,246,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,246,000
|
|
|||||
Repurchase of common stock
|
|
(47,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,000
|
)
|
|||||
Repurchase of warrants
|
|
(1,610,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,610,000
|
)
|
|||||
Dividends paid
|
|
(21,897,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,897,000
|
)
|
|||||
Acquisitions of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(473,000
|
)
|
|
(473,000
|
)
|
|||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
400,000
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,931,000
|
)
|
|
(4,931,000
|
)
|
|||||
Intercompany receivables, net
|
|
—
|
|
|
(42,856,000
|
)
|
|
—
|
|
|
42,856,000
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
|
82,692,000
|
|
|
110,135,000
|
|
|
108,264,000
|
|
|
87,327,000
|
|
|
388,418,000
|
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
(201,000
|
)
|
|
53,000
|
|
|
(380,000
|
)
|
|
(528,000
|
)
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(31,295,000
|
)
|
|
35,936,000
|
|
|
288,000
|
|
|
4,929,000
|
|
|||||
Cash and cash equivalents, beginning of year
|
|
—
|
|
|
95,812,000
|
|
|
2,553,000
|
|
|
17,561,000
|
|
|
115,926,000
|
|
|||||
Cash and cash equivalents, end of year
|
|
$
|
—
|
|
|
$
|
64,517,000
|
|
|
$
|
38,489,000
|
|
|
$
|
17,849,000
|
|
|
$
|
120,855,000
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2011
|
||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Cash flows (used in) provided by operating activities:
|
|
$
|
—
|
|
|
$
|
(32,013,000
|
)
|
|
$
|
1,706,000
|
|
|
$
|
24,296,000
|
|
|
$
|
(6,011,000
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to notes receivable
|
|
—
|
|
|
—
|
|
|
(6,145,000
|
)
|
|
—
|
|
|
(6,145,000
|
)
|
|||||
Settlements of notes receivable
|
|
—
|
|
|
—
|
|
|
3,625,000
|
|
|
—
|
|
|
3,625,000
|
|
|||||
Additions to notes receivable - related party
|
|
—
|
|
|
(35,273,000
|
)
|
|
—
|
|
|
—
|
|
|
(35,273,000
|
)
|
|||||
Settlements of notes receivable - related party
|
|
—
|
|
|
4,867,000
|
|
|
—
|
|
|
—
|
|
|
4,867,000
|
|
|||||
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
7,053,000
|
|
|
—
|
|
|
7,053,000
|
|
|||||
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(2,552,000
|
)
|
|
(128,000
|
)
|
|
(2,680,000
|
)
|
|||||
Investment in marketable securities
|
|
—
|
|
|
(32,775,000
|
)
|
|
—
|
|
|
—
|
|
|
(32,775,000
|
)
|
|||||
Investing distributions from joint ventures
|
|
—
|
|
|
—
|
|
|
27,269,000
|
|
|
5,444,000
|
|
|
32,713,000
|
|
|||||
Contributions to joint ventures
|
|
—
|
|
|
(2,000,000
|
)
|
|
(100,780,000
|
)
|
|
(2,606,000
|
)
|
|
(105,386,000
|
)
|
|||||
Investing distributions from loan pool participation
|
|
—
|
|
|
—
|
|
|
66,418,000
|
|
|
—
|
|
|
66,418,000
|
|
|||||
Contributions to loan pool participations
|
|
—
|
|
|
—
|
|
|
(130,551,000
|
)
|
|
—
|
|
|
(130,551,000
|
)
|
|||||
(Investments in) distributions from consolidated subsidiaries, net
|
|
(104,723,000
|
)
|
|
(43,972,000
|
)
|
|
146,853,000
|
|
|
1,842,000
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
|
(104,723,000
|
)
|
|
(109,153,000
|
)
|
|
11,190,000
|
|
|
4,552,000
|
|
|
(198,134,000
|
)
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under senior notes payable
|
|
—
|
|
|
249,344,000
|
|
|
—
|
|
|
—
|
|
|
249,344,000
|
|
|||||
Repayment of notes payable
|
|
—
|
|
|
(20,533,000
|
)
|
|
—
|
|
|
(4,250,000
|
)
|
|
(24,783,000
|
)
|
|||||
Borrowings under lines of credit
|
|
—
|
|
|
74,000,000
|
|
|
—
|
|
|
—
|
|
|
74,000,000
|
|
|||||
Repayment of lines of credit
|
|
—
|
|
|
(101,750,000
|
)
|
|
—
|
|
|
—
|
|
|
(101,750,000
|
)
|
|||||
Borrowings under mortgage loans payable
|
|
—
|
|
|
—
|
|
|
5,000,000
|
|
|
12,076,000
|
|
|
17,076,000
|
|
|||||
Repayment of mortgage loans payable
|
|
—
|
|
|
—
|
|
|
(15,577,000
|
)
|
|
(22,000,000
|
)
|
|
(37,577,000
|
)
|
|||||
Debt issue costs
|
|
—
|
|
|
(7,224,000
|
)
|
|
—
|
|
|
(515,000
|
)
|
|
(7,739,000
|
)
|
|||||
Issuance of common stock
|
|
123,100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,100,000
|
|
|||||
Repurchase of common stock
|
|
(547,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(547,000
|
)
|
|||||
Repurchase of warrants
|
|
(6,132,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,132,000
|
)
|
|||||
Dividends paid
|
|
(11,698,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,698,000
|
)
|
|||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
1,622,000
|
|
|
2,843,000
|
|
|
4,465,000
|
|
|||||
Distributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(4,876,000
|
)
|
|
(266,000
|
)
|
|
(5,142,000
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
104,723,000
|
|
|
193,837,000
|
|
|
(13,831,000
|
)
|
|
(12,112,000
|
)
|
|
272,617,000
|
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
348,000
|
|
|
138,000
|
|
|
—
|
|
|
486,000
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
53,019,000
|
|
|
(797,000
|
)
|
|
16,736,000
|
|
|
68,958,000
|
|
|||||
Cash and cash equivalents, beginning of year
|
|
—
|
|
|
42,793,000
|
|
|
3,350,000
|
|
|
825,000
|
|
|
46,968,000
|
|
|||||
Cash and cash equivalents, end of year
|
|
$
|
—
|
|
|
$
|
95,812,000
|
|
|
$
|
2,553,000
|
|
|
$
|
17,561,000
|
|
|
$
|
115,926,000
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2010
|
||||||||||||||||||||
|
|
Parent
|
|
Kennedy-Wilson, Inc.
|
|
Guarantor Subsidiaries
(1)
|
|
Non-guarantor Subsidiaries
|
|
Consolidated Total
|
||||||||||
Cash flows (used in) provided by operating activities:
|
|
$
|
(2,670,000
|
)
|
|
$
|
(9,635,000
|
)
|
|
$
|
13,074,000
|
|
|
$
|
1,388,000
|
|
|
$
|
2,157,000
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to notes receivable
|
|
—
|
|
|
(377,000
|
)
|
|
(24,259,000
|
)
|
|
(1,000,000
|
)
|
|
(25,636,000
|
)
|
|||||
Settlements of notes receivable
|
|
—
|
|
|
15,000
|
|
|
8,423,000
|
|
|
—
|
|
|
8,438,000
|
|
|||||
Additions to notes receivable - related party
|
|
—
|
|
|
(5,914,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,914,000
|
)
|
|||||
Settlements of notes receivable - related party
|
|
—
|
|
|
8,721,000
|
|
|
—
|
|
|
—
|
|
|
8,721,000
|
|
|||||
Net proceeds from sale of real estate
|
|
—
|
|
|
—
|
|
|
3,639,000
|
|
|
—
|
|
|
3,639,000
|
|
|||||
Net proceeds from sale of real estate - related party
|
|
—
|
|
|
—
|
|
|
9,548,000
|
|
|
—
|
|
|
9,548,000
|
|
|||||
Purchases of and additions to real estate
|
|
—
|
|
|
—
|
|
|
(19,590,000
|
)
|
|
(4,174,000
|
)
|
|
(23,764,000
|
)
|
|||||
Distributions from joint ventures
|
|
—
|
|
|
—
|
|
|
9,790,000
|
|
|
387,000
|
|
|
10,177,000
|
|
|||||
Contributions to joint ventures
|
|
—
|
|
|
(1,220,000
|
)
|
|
(77,203,000
|
)
|
|
(5,468,000
|
)
|
|
(83,891,000
|
)
|
|||||
Contributions to loan pool participations
|
|
—
|
|
|
—
|
|
|
(16,154,000
|
)
|
|
—
|
|
|
(16,154,000
|
)
|
|||||
(Investments in) distributions from consolidated subsidiaries, net
|
|
(108,730,000
|
)
|
|
13,161,000
|
|
|
87,197,000
|
|
|
8,372,000
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(108,730,000
|
)
|
|
14,386,000
|
|
|
(18,609,000
|
)
|
|
(1,883,000
|
)
|
|
(114,836,000
|
)
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under notes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,250,000
|
|
|
4,250,000
|
|
|||||
Repayment of notes payable
|
|
—
|
|
|
(5,600,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,600,000
|
)
|
|||||
Borrowings under lines of credit
|
|
—
|
|
|
48,250,000
|
|
|
—
|
|
|
—
|
|
|
48,250,000
|
|
|||||
Repayment of lines of credit
|
|
—
|
|
|
(30,500,000
|
)
|
|
—
|
|
|
—
|
|
|
(30,500,000
|
)
|
|||||
Borrowings under mortgage loans payable
|
|
—
|
|
|
—
|
|
|
20,016,000
|
|
|
—
|
|
|
20,016,000
|
|
|||||
Repayment of mortgage loans payable
|
|
—
|
|
|
—
|
|
|
(21,492,000
|
)
|
|
(3,243,000
|
)
|
|
(24,735,000
|
)
|
|||||
Repayment of convertible subordinated debt
|
|
—
|
|
|
(32,550,000
|
)
|
|
—
|
|
|
—
|
|
|
(32,550,000
|
)
|
|||||
Debt issue costs
|
|
—
|
|
|
(598,000
|
)
|
|
—
|
|
|
(46,000
|
)
|
|
(644,000
|
)
|
|||||
Issuance of preferred stock
|
|
132,294,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,294,000
|
|
|||||
Repurchase of common stock
|
|
(11,301,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,301,000
|
)
|
|||||
Repurchase of warrants
|
|
(11,500,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,500,000
|
)
|
|||||
Dividends paid
|
|
(4,533,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,533,000
|
)
|
|||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
10,955,000
|
|
|
—
|
|
|
10,955,000
|
|
|||||
Distributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(3,242,000
|
)
|
|
—
|
|
|
(3,242,000
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
104,960,000
|
|
|
(20,998,000
|
)
|
|
6,237,000
|
|
|
961,000
|
|
|
91,160,000
|
|
|||||
Effect of currency exchange rate changes on cash and cash equivalents
|
|
6,440,000
|
|
|
4,263,000
|
|
|
—
|
|
|
—
|
|
|
10,703,000
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(11,984,000
|
)
|
|
702,000
|
|
|
466,000
|
|
|
(10,816,000
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
|
—
|
|
|
54,777,000
|
|
|
2,648,000
|
|
|
359,000
|
|
|
57,784,000
|
|
|||||
Cash and cash equivalents, end of year
|
|
$
|
—
|
|
|
$
|
42,793,000
|
|
|
$
|
3,350,000
|
|
|
$
|
825,000
|
|
|
$
|
46,968,000
|
|
Year Ended December 31, 2012
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
|
$
|
11,830,000
|
|
|
$
|
14,110,000
|
|
|
$
|
15,240,000
|
|
|
$
|
22,876,000
|
|
Operating expenses
|
|
15,441,000
|
|
|
18,420,000
|
|
|
20,940,000
|
|
|
36,694,000
|
|
||||
Equity in joint venture income
|
|
5,516,000
|
|
|
5,108,000
|
|
|
1,848,000
|
|
|
9,055,000
|
|
||||
Interest income from loan pool participations and
notes receivable |
|
538,000
|
|
|
2,876,000
|
|
|
3,712,000
|
|
|
2,130,000
|
|
||||
Operating income (loss)
|
|
2,443,000
|
|
|
3,674,000
|
|
|
(140,000
|
)
|
|
(2,633,000
|
)
|
||||
Non-operating (expenses) income
|
|
(2,234,000
|
)
|
|
(5,809,000
|
)
|
|
(6,502,000
|
)
|
|
18,042,000
|
|
||||
Income (loss) before provision for income taxes
|
|
209,000
|
|
|
(2,135,000
|
)
|
|
(6,642,000
|
)
|
|
15,409,000
|
|
||||
Benefit from income taxes
|
|
1,483,000
|
|
|
1,138,000
|
|
|
2,500,000
|
|
|
(4,913,000
|
)
|
||||
Income (loss) from continuing operations
|
|
1,692,000
|
|
|
(997,000
|
)
|
|
(4,142,000
|
)
|
|
10,496,000
|
|
||||
Income from discontinued operations, net of
income taxes |
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss from sale of real estate
|
|
(212,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
|
1,482,000
|
|
|
(997,000
|
)
|
|
(4,142,000
|
)
|
|
10,496,000
|
|
||||
Net (income) loss attributable to noncontrolling
interests |
|
(2,798,000
|
)
|
|
(128,000
|
)
|
|
(64,000
|
)
|
|
401,000
|
|
||||
Net (loss) income attributable to Kennedy-Wilson
Holdings, Inc. shareholders |
|
(1,316,000
|
)
|
|
(1,125,000
|
)
|
|
(4,206,000
|
)
|
|
10,897,000
|
|
||||
Preferred stock dividends and accretion of
issuance costs |
|
(2,036,000
|
)
|
|
(2,036,000
|
)
|
|
(2,036,000
|
)
|
|
(2,036,000
|
)
|
||||
Net (loss) income attributable to Kennedy-Wilson
Holdings, Inc. common shareholders |
|
$
|
(3,352,000
|
)
|
|
$
|
(3,161,000
|
)
|
|
$
|
(6,242,000
|
)
|
|
$
|
8,861,000
|
|
Basic (loss) earnings per share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
0.15
|
|
Diluted (loss) earnings per share
|
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.11
|
)
|
|
0.15
|
|
Year ended December 31, 2011
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||
Revenues
|
|
$
|
8,727,000
|
|
|
$
|
8,510,000
|
|
|
$
|
12,776,000
|
|
|
$
|
32,620,000
|
|
Operating expenses
|
|
12,525,000
|
|
|
13,138,000
|
|
|
15,569,000
|
|
|
24,820,000
|
|
||||
Equity in joint venture (loss) income
|
|
5,256,000
|
|
|
2,551,000
|
|
|
(646,000
|
)
|
|
5,346,000
|
|
||||
Interest income from loan pool participations and
notes receivable |
|
2,546,000
|
|
|
2,241,000
|
|
|
1,048,000
|
|
|
2,051,000
|
|
||||
Operating (loss) income
|
|
4,004,000
|
|
|
164,000
|
|
|
(2,391,000
|
)
|
|
15,197,000
|
|
||||
Non-operating expenses
|
|
(1,294,000
|
)
|
|
485,000
|
|
|
(5,482,000
|
)
|
|
(5,562,000
|
)
|
||||
(Loss) income before provision for income taxes
|
|
2,710,000
|
|
|
649,000
|
|
|
(7,873,000
|
)
|
|
9,635,000
|
|
||||
Benefit from (provision for) income taxes
|
|
(663,000
|
)
|
|
(172,000
|
)
|
|
2,997,000
|
|
|
(148,000
|
)
|
||||
Income (loss) from continuing operations
|
|
2,047,000
|
|
|
477,000
|
|
|
(4,876,000
|
)
|
|
9,487,000
|
|
||||
Net loss (income) attributable to noncontrolling
interests |
|
(1,038,000
|
)
|
|
(299,000
|
)
|
|
42,000
|
|
|
163,000
|
|
||||
Net (loss) income attributable to Kennedy-Wilson
Holdings, Inc. shareholders |
|
1,009,000
|
|
|
178,000
|
|
|
(4,834,000
|
)
|
|
9,650,000
|
|
||||
Preferred stock dividends and accretion of
issuance costs |
|
(2,036,000
|
)
|
|
(2,636,000
|
)
|
|
(2,036,000
|
)
|
|
(2,036,000
|
)
|
||||
Net (loss) income attributable to Kennedy-Wilson
Holdings, Inc. shareholders |
|
$
|
(1,027,000
|
)
|
|
$
|
(2,458,000
|
)
|
|
$
|
(6,870,000
|
)
|
|
$
|
7,614,000
|
|
Basic (loss) earnings per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
0.17
|
|
Diluted (loss) earnings per share
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.16
|
)
|
|
0.14
|
|
|
|
|
|
|
|
Initial Cost
|
|
Costs Capitalized Subsequent to Acquisition
|
|
Gross Balance at December 31, 2012
(1)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Region
|
|
Encumbrances
|
|
Land
|
|
Building & Improvements
|
|
Improvements
|
|
Land
|
|
Building & Improvements
|
|
Total
|
|
Accumulated Depreciation
|
|
Depreciable Life in Years
|
|
Date of Construction
|
|
Date Acquired
|
||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial building
|
|
Western U.S.
|
|
$
|
29,000,000
|
|
|
$
|
8,799,000
|
|
|
$
|
31,386,000
|
|
|
$
|
72,000
|
|
|
$
|
8,799,000
|
|
|
$
|
31,458,000
|
|
|
$
|
40,257,000
|
|
|
$
|
(98,000
|
)
|
|
39 yrs
|
|
1991
|
|
2012
|
Office park
|
|
Western U.S.
|
|
1,873,000
|
|
|
396,000
|
|
|
1,584,000
|
|
|
—
|
|
|
396,000
|
|
|
1,584,000
|
|
|
1,980,000
|
|
|
$
|
—
|
|
|
39 yrs
|
|
1982
|
|
2012
|
|||||||
Commercial building
|
|
Western U.S.
|
|
7,032,000
|
|
|
991,000
|
|
|
8,128,000
|
|
|
—
|
|
|
991,000
|
|
|
8,128,000
|
|
|
9,119,000
|
|
|
$
|
(20,000
|
)
|
|
39 yrs
|
|
1983
|
|
2012
|
|||||||
Retail
|
|
Western U.S.
|
|
615,000
|
|
|
364,000
|
|
|
444,000
|
|
|
13,000
|
|
|
370,000
|
|
|
451,000
|
|
|
821,000
|
|
|
(24,000
|
)
|
|
39 yrs
|
|
N/A
|
|
2011
|
||||||||
Commercial building
|
|
Western U.S.
|
|
12,000,000
|
|
|
6,212,000
|
|
|
15,049,000
|
|
|
926,000
|
|
|
6,212,000
|
|
|
15,975,000
|
|
|
22,187,000
|
|
|
(572,000
|
)
|
|
39 yrs
|
|
2007
|
|
2011
|
||||||||
Commercial building
|
|
Japan
|
|
—
|
|
|
3,970,000
|
|
|
3,230,000
|
|
|
2,122,000
|
|
|
5,192,000
|
|
|
4,130,000
|
|
|
9,322,000
|
|
|
(738,000
|
)
|
|
37 yrs
|
|
2007
|
|
2008
|
||||||||
Commercial building
|
|
Western U.S.
|
|
—
|
|
|
495,000
|
|
|
257,000
|
|
|
30,000
|
|
|
496,000
|
|
|
286,000
|
|
|
782,000
|
|
|
(13,000
|
)
|
|
37 yrs
|
|
1983
|
|
2010
|
||||||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
178-unit Apartment building
|
|
Western U.S.
|
|
23,475,000
|
|
|
12,310,000
|
|
|
18,466,000
|
|
|
—
|
|
|
12,310,000
|
|
|
18,466,000
|
|
|
30,776,000
|
|
|
(79,000
|
)
|
|
39 yrs
|
|
1975
|
|
2012
|
||||||||
217-unit Multifamily property
|
|
Western U.S.
|
|
26,000,000
|
|
|
2,639,000
|
|
|
41,369,000
|
|
|
5,000
|
|
|
2,639,000
|
|
|
41,373,000
|
|
|
44,012,000
|
|
|
(82,000
|
)
|
|
39 yrs
|
|
2011
|
|
2012
|
||||||||
366-unit Apartment building
|
|
Western U.S.
|
|
33,817,000
|
|
|
9,083,000
|
|
|
36,331,000
|
|
|
14,000
|
|
|
9,082,000
|
|
|
36,346,000
|
|
|
45,428,000
|
|
|
(78,000
|
)
|
|
39 yrs
|
|
2000
|
|
2012
|
||||||||
204-unit Apartment building
|
|
Western U.S.
|
|
14,357,000
|
|
|
5,329,000
|
|
|
20,150,000
|
|
|
925,000
|
|
|
5,329,000
|
|
|
21,075,000
|
|
|
26,404,000
|
|
|
(4,794,000
|
)
|
|
39 yrs
|
|
1986
|
|
2008
|
||||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
49-unit condominium
|
|
Other U.S.
|
|
—
|
|
|
—
|
|
|
4,794,000
|
|
|
90,000
|
|
|
—
|
|
|
4,884,000
|
|
|
4,884,000
|
|
|
—
|
|
|
39 yrs
|
|
2005
|
|
2012
|
||||||||
Single family home
|
|
Western U.S.
|
|
—
|
|
|
4,111,000
|
|
|
4,250,000
|
|
|
363,000
|
|
|
4,474,000
|
|
|
4,250,000
|
|
|
8,724,000
|
|
|
(443,000
|
)
|
|
39 yrs
|
|
2008
|
|
2008
|
||||||||
Condominium units
|
|
Western U.S.
|
|
—
|
|
|
—
|
|
|
2,325,000
|
|
|
300,000
|
|
|
—
|
|
|
2,625,000
|
|
|
2,625,000
|
|
|
—
|
|
|
|
|
2007
|
|
2010
|
||||||||
Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Land, Alto Ave
|
|
Western U.S.
|
|
1,642,000
|
|
|
2,314,000
|
|
|
—
|
|
|
13,000
|
|
|
2,327,000
|
|
|
—
|
|
|
2,327,000
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
2011
|
||||||||
Industrial/Land
|
|
Western U.S.
|
|
2,134,000
|
|
|
1,133,000
|
|
|
1,908,000
|
|
|
11,000
|
|
|
1,137,000
|
|
|
1,915,000
|
|
|
3,052,000
|
|
|
(98,000
|
)
|
|
39 yrs
|
|
N/A
|
|
2011
|
||||||||
Single family home lot
|
|
Western U.S.
|
|
—
|
|
|
4,101,000
|
|
|
—
|
|
|
275,000
|
|
|
4,376,000
|
|
|
—
|
|
|
4,376,000
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
2010
|
||||||||
2700 acres
|
|
Western U.S.
|
|
—
|
|
|
31,741,000
|
|
|
3,753,000
|
|
|
4,291,000
|
|
|
35,465,000
|
|
|
4,320,000
|
|
|
39,785,000
|
|
|
(373,000
|
)
|
|
N/A
|
|
1912
|
|
2010
|
||||||||
|
|
|
|
$
|
151,945,000
|
|
|
$
|
93,988,000
|
|
|
$
|
193,424,000
|
|
|
$
|
9,450,000
|
|
|
$
|
99,595,000
|
|
|
$
|
197,266,000
|
|
|
$
|
296,861,000
|
|
|
$
|
(7,412,000
|
)
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at the beginning of period
|
|
$
|
121,315,000
|
|
|
$
|
86,707,000
|
|
|
$
|
46,123,000
|
|
Additions during the period:
|
|
|
|
|
|
|
||||||
Improvements
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions
|
|
195,590,000
|
|
|
42,255,000
|
|
|
52,228,000
|
|
|||
Deductions during the period:
|
|
|
|
|
|
|
||||||
Dispositions
|
|
(20,044,000
|
)
|
|
(7,647,000
|
)
|
|
(11,644,000
|
)
|
|||
Balance at close of period
|
|
$
|
296,861,000
|
|
|
$
|
121,315,000
|
|
|
$
|
86,707,000
|
|
|
|
For the year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at the beginning of period
|
|
$
|
5,435,000
|
|
|
$
|
4,006,000
|
|
|
$
|
3,070,000
|
|
Additions during the period:
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
2,013,000
|
|
|
1,429,000
|
|
|
1,339,000
|
|
|||
Deductions during the period:
|
|
|
|
|
|
|
||||||
Dispositions
|
|
(36,000
|
)
|
|
—
|
|
|
(403,000
|
)
|
|||
Balance at close of period
|
|
$
|
7,412,000
|
|
|
$
|
5,435,000
|
|
|
$
|
4,006,000
|
|
Description
|
|
Region
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Balloon Amount
|
|
Face Amount of Mortgages
|
|
Carrying Amount December 31, 2012
|
|
Principal Amount of Loans Subject to Delinquent Principal or Interest
|
||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial building
|
|
Western U.S.
|
|
LIBOR + 2.00%
|
|
2017
|
|
$
|
26,400,000
|
|
|
$
|
29,000,000
|
|
|
$
|
29,000,000
|
|
|
$
|
—
|
|
Office park
|
|
Western U.S.
|
|
5.72%
|
|
2013
|
|
1,873,000
|
|
|
1,873,000
|
|
|
1,873,000
|
|
|
—
|
|
||||
Commercial building
|
|
Western U.S.
|
|
LIBOR + 3.50%
|
|
2014
|
|
7,032,000
|
|
|
7,032,000
|
|
|
7,032,000
|
|
|
—
|
|
||||
Retail
|
|
Western U.S.
|
|
Prime + 1.00%
|
|
2013
|
|
615,000
|
|
|
615,000
|
|
|
615,000
|
|
|
—
|
|
||||
Commercial building
|
|
Western U.S.
|
|
6.75%
|
|
2016
|
|
12,000,000
|
|
|
12,000,000
|
|
|
12,000,000
|
|
|
—
|
|
||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
178-unit Apartment building
|
|
Western U.S.
|
|
Adjustable rate + 2.07%
|
|
2022
|
|
20,435,000
|
|
|
23,475,000
|
|
|
23,475,000
|
|
|
—
|
|
||||
217-unit Multifamily property
|
|
Western U.S.
|
|
3.35%
|
|
2023
|
|
22,188,000
|
|
|
26,000,000
|
|
|
26,000,000
|
|
|
—
|
|
||||
366-unit Apartment building
|
|
Western U.S.
|
|
4.71%
|
|
2020
|
|
23,254,000
|
|
|
26,303,000
|
|
|
27,988,000
|
|
|
—
|
|
||||
366-unit Apartment building
|
|
Western U.S.
|
|
5.43%
|
|
2020
|
|
4,707,000
|
|
|
5,251,000
|
|
|
5,829,000
|
|
|
—
|
|
||||
204-unit Apartment building
|
|
Western U.S.
|
|
4.19%
|
|
2018
|
|
13,290,000
|
|
|
14,357,000
|
|
|
14,357,000
|
|
|
—
|
|
||||
Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Land, Alto Ave
|
|
Western U.S.
|
|
Prime + 1.00%
|
|
2013
|
|
1,642,000
|
|
|
1,642,000
|
|
|
1,642,000
|
|
|
—
|
|
||||
Industrial/Land
|
|
Western U.S.
|
|
Prime + 1.00%
|
|
2013
|
|
2,134,000
|
|
|
2,134,000
|
|
|
2,134,000
|
|
|
—
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable
|
|
United Kingdom
|
|
LIBOR + 5.00%
|
|
2015
|
|
78,706,000
|
|
|
$
|
78,705,000
|
|
|
78,705,000
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
214,276,000
|
|
|
$
|
228,387,000
|
|
|
$
|
230,650,000
|
|
|
$
|
—
|
|
Balance - December 31, 2011
|
|
$
|
30,748,000
|
|
New Mortgage Loans
|
|
200,461,000
|
|
|
Other Additions
|
|
—
|
|
|
Amortization of mortgage premium
|
|
—
|
|
|
Collections of principal
|
|
—
|
|
|
Foreclosures
|
|
—
|
|
|
Loan Loss Reserve
|
|
—
|
|
|
Other Deductions
|
|
(559,000
|
)
|
|
Balance - December 31, 2012
|
|
$
|
230,650,000
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(1)
|
Financial Statements
. See the accompanying Index to Consolidated Financial Statements, which appears on page 41 of the annual report. The Report of Independent Registered Public Accounting Firm, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements listed in the Index to Consolidated Financial Statements, which appear beginning on page 41 of this report, are incorporated by reference into this Item 15.
|
(2)
|
Financial Statement Schedules
. Schedules III and IV are listed in the Index to Consolidated Financial Statements, which appear beginning on page 98 of this report, are incorporated by reference into this Item 15. All other Financial Statement Schedules have been omitted because the information required to be set forth therein is either not applicable or is included in the Consolidated Financial Statements or the notes thereto.
|
(3)
|
Exhibits
. See Item 15(b) below.
|
|
|
|
K
ENNEDY
-W
ILSON
H
OLDINGS
, I
NC
.,
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ W
ILLIAM
J. M
C
M
ORROW
|
|
|
William J. McMorrow
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ W
ILLIAM
J. M
C
M
ORROW
William J. McMorrow
|
|
Chief Executive Officer (principal executive officer) and Chairman
|
|
March 12, 2013
|
|
|
|
||
/
S
/ J
USTIN
E
NBODY
Justin Enbody
|
|
Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
March 12, 2013
|
|
|
|
||
/
S
/ K
ENT
M
OUTON
Kent Mouton
|
|
Director
|
|
March 12, 2013
|
|
|
|
||
/
S
/ J
ERRY
R. S
OLOMON
Jerry R. Solomon
|
|
Director
|
|
March 12, 2013
|
|
|
|
||
/
S
/ N
ORM
C
REIGHTON
Norm Creighton
|
|
Director
|
|
March 12, 2013
|
|
|
|
||
/
S
/ S
TANLEY
Z
AX
Stanley Zax
|
|
Director
|
|
March 12, 2013
|
|
|
|
||
/
S
/ D
AVID
A. M
INELLA
David A. Minella
|
|
Director
|
|
March 12, 2013
|
|
|
|
||
/
S
/ C
ATHY
H
ENDRICKSON
Cathy Hendrickson
|
|
Director
|
|
March 12, 2013
|
Exhibit
No.
|
Description
|
2.1
(1)
|
Agreement and Plan of Merger, by and among Prospect Acquisition Corp., KW Merger Sub Corp. and Kennedy- Wilson, Inc., dated as of September 8, 2009.
|
2.2
(1)
|
Amendment No. 1 to the Agreement and Plan of Merger dated October 22, 2009 between Prospect Acquisition Corp., KW Merger Sub Corp. and Kennedy-Wilson, Inc.
|
2.3
(1)
|
Amendment No. 2 to the Agreement and Plan of Merger dated October 26, 2009 between Prospect Acquisition Corp., KW Merger Sub Corp. and Kennedy-Wilson, Inc.
|
3.1
(2)
|
Second Amended and Restated Certificate of Incorporation.
|
3.2
(3)
|
Amended and Restated Bylaws.
|
4.1
(14)
|
Specimen Common Stock Certificate.
|
4.2
(4)
|
Form of Warrant Certificate.
|
4.3
(5)
|
Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company and Kennedy- Wilson Holdings, Inc.
|
4.4
(21)
|
Indenture, dated as of April 5, 2011, among Kennedy-Wilson, Inc., as Issuer, Kennedy-Wilson Holdings, Inc., as guarantor, certain subsidiaries of the Issuer signatories thereto, as guarantors, and Wilmington Trust FSB, as trustee, including the form of 8.750% Notes due 2019.
|
4.5
(21)
|
Registration Rights Agreement, dated April 5, 2011, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Issuer signatories thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated.
|
4.6
(22)
|
Registration Rights Agreement, dated April 12, 2011, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Issuer signatories thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
|
4.7
(23)
|
Certificate of Designation of Series A Preferred Stock.
|
4.8
(24)
|
Certificate of Designation of Series B Preferred Stock.
|
4.9
(26)
|
First Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., KW Residential Group, Inc. and Wilmington Trust, National Association.
|
4.10
(26)
|
Second Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., KW Telstar Partners, LLC and Wilmington Trust, National Association.
|
4.11
(26)
|
Third Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., KWF Manager V, LLC and Wilmington Trust, National Association.
|
4.12
(26)
|
Fourth Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., KW Fund IV - Kohanaiki, LLC and Wilmington Trust, National Association.
|
4.13
(26)
|
Fifth Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., Kennedy Wilson Property Equity IV, LLC and Wilmington Trust, National Association.
|
4.14
(26)
|
Sixth Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., KW Ireland, LLC and Wilmington Trust, National Association.
|
4.15
(26)
|
Seventh Supplemental Indenture dated August 5, 2011 among Kennedy-Wilson, Inc., KW Manager IV, LLC and Wilmington Trust, National Association.
|
4.16
(26)
|
Eighth Supplemental Indenture dated September 26, 2011 among Kennedy-Wilson, Inc., KWF Investors IV, LLC, KWF Investors V, LLC and Wilmington Trust, National Association.
|
4.17
(26)
|
Ninth Supplemental Indenture dated December 28, 2011 among Kennedy-Wilson, Inc., KW Anaheim Land Partners LLC, Pacifica West Coast Partners, LLC, KW Multi-Family Management Group, KW Mill Creek Property Manager, LLC, KW Sunrise Carlsbad, LLC, Sunrise Property Associates, LLC, certain guarantors listed therein and Wilmington Trust, National Association.
|
4.18
(31)
|
Tenth Supplemental Indenture, dated as of June 12, 2012, among Kennedy-Wilson, Inc., Meyers Research, LLC, KW Armacost, LLC, Santa Maria Land Partners Manager, LLC, KW Investment Adviser, LLC, NWLACDFI - Southern Oaks, LLC, Kennedy-Wilson Capital, KW Captowers Partners, LLC, KW Four Points, LLC, KW Loan Partners VII, LLC and Wilmington Trust, National Association, as trustee
|
4.19
(32)
|
Eleventh Supplemental Indenture, dated as of November 21, 2012, among Kennedy-Wilson, Inc., NWLACDFI-Southern Oaks, LLC, the subsidiary guarantor parties thereto, Kennedy-Wilson Holdings, Inc., and Wilmington Trust, National Association, as trustee
|
10.20†
(37)
|
Seventh Amendment to Employment Agreement dated as of August 9, 1999 between Kennedy-Wilson and William J. McMorrow.
|
10.21†
(37)
|
Eighth Amendment to Employment Agreement dated as of January 3, 2000 between Kennedy-Wilson and William J. McMorrow.
|
10.22†
(37)
|
Ninth Amendment to Employment Agreement dated as of October 1, 2000 between Kennedy-Wilson and William J. McMorrow.
|
10.23†
(37)
|
Tenth Amendment to Employment Agreement dated as of April 22, 2002 between Kennedy-Wilson and William J. McMorrow.
|
10.24†
(37)
|
Eleventh Amendment to Employment Agreement dated as of October 1, 2003 between Kennedy-Wilson and William J. McMorrow.
|
10.25†
(37)
|
Twelfth Amendment to Employment Agreement dated as of April 21, 2004 between Kennedy-Wilson and William J. McMorrow.
|
10.26†
(37)
|
Thirteenth Amendment to Employment Agreement dated as of January 1, 2008 between Kennedy-Wilson and William J. McMorrow.
|
10.27†
(37)
|
Fourteenth Amendment to Employment Agreement dated as of February 1, 2009 between Kennedy-Wilson and William J. McMorrow.
|
10.28†
(37)
|
Second Amendment to Employment Agreement by Kennedy-Wilson, Inc. and Mary L. Ricks.
|
10.29†
(37)
|
Employment Agreement dated February 1, 2009 between Kennedy-Wilson and Mary L. Ricks.
|
10.30†
(37)
|
First Amendment to Employment Agreement dated June 1, 2009 between Kennedy-Wilson and Mary L. Ricks.
|
10.31†
(37)
|
First Amendment to Employment Agreement by Kennedy-Wilson, Inc. and Donald J. Herrema.
|
10.32†
(37)
|
Employment Agreement dated June 15, 2009 between Kennedy-Wilson and Donald J. Herrema.
|
10.33†
(37)
|
Employment Agreement dated April 1, 1996 between Kennedy-Wilson and Freeman Lyle.
|
10.34†
(37)
|
Amendment to Employment Agreement dated April 1, 1997 between Kennedy-Wilson and Freeman Lyle.
|
10.35†
(37)
|
Second Amendment to Employment Agreement dated April 1, 1998 between Kennedy-Wilson and Freeman Lyle.
|
10.36†
(37)
|
Third Amendment to Employment Agreement dated as of August 15, 1998 between Kennedy-Wilson and Freeman Lyle.
|
10.37†
(37)
|
Fourth Amendment to Employment Agreement dated as of April 1, 1999 between Kennedy-Wilson and Freeman Lyle.
|
10.38†
(37)
|
Fifth Amendment to Employment Agreement dated as of April 1, 2000 between Kennedy-Wilson and Freeman Lyle.
|
10.39†
(37)
|
Sixth Amendment to Employment Agreement dated as of January 1, 2001 between Kennedy-Wilson and Freeman Lyle.
|
10.40†
(37)
|
Seventh Amendment to Employment Agreement dated as of March 28, 2001 between Kennedy-Wilson and Freeman Lyle.
|
10.41†
(37)
|
Eighth Amendment to Employment Agreement dated as of September 1, 2002 between Kennedy-Wilson and Freeman Lyle.
|
10.42†
(37)
|
Ninth Amendment to Employment Agreement dated October 1, 2003 between Kennedy-Wilson and Freeman Lyle.
|
10.43†
(37)
|
Tenth Amendment to Employment Agreement dated January 1, 2004 between Kennedy-Wilson and Freeman Lyle.
|
10.44†
(37)
|
Eleventh Amendment to Employment Agreement dated January 1, 2005 between Kennedy-Wilson and Freeman Lyle.
|
10.45†
(37)
|
Twelfth Amendment to Employment Agreement dated January 1, 2006 between Kennedy-Wilson and Freeman Lyle.
|
10.46†
(37)
|
Thirteenth Amendment to Employment Agreement dated January 1, 2007 between Kennedy-Wilson and Freeman Lyle.
|
10.47†
(37)
|
Fourteenth Amendment to Employment Agreement dated March 1, 2007 between Kennedy-Wilson and Freeman Lyle.
|
10.48†
(37)
|
Fifteenth Amendment to Employment Agreement dated January 1, 2008 between Kennedy-Wilson and Freeman Lyle.
|
10.49†
(37)
|
Sixteenth Amendment to Employment Agreement dated June 1, 2008 between Kennedy-Wilson and Freeman Lyle.
|
10.50†
(37)
|
Seventeenth Amendment to Employment Agreement dated January 1, 2009 between Kennedy-Wilson and Freeman Lyle.
|
10.79
(40)
|
Fifteenth Amendment to Employment Agreement dated January 1, 2009 between Kennedy-Wilson Properties and James Rosten.
|
10.80
(40)
|
Eighteenth Amendment to Employment Agreement dated January 1, 2009 between Kennedy-Wilson and Freeman Lyle.
|
10.81
(40)
|
Fifth Amendment to Employment Agreement dated January 1, 2009 between KW Multi-Family Group, Ltd. and Robert Hart.
|
10.82
(40)
|
First Amendment to Forfeiture Agreement dated October 22, 2009 between Prospect Acquisition Corp., De Guardiola Advisors, Inc., De Guardiola Holdings, Inc., Flat Ridge Investments LLC, LLM Structured Equity Fund L.P, LLM Investors L.P., CMS Platinum Fund, L.P., SJC Capital LLC, Michael P. Castine, Daniel Gressel, Michael Downey, James J. Cahill, John Merchant and Kennedy-Wilson, Inc.
|
10.83†
(40)
|
Waiver and Modification with respect to Employment Agreements dated October 22, 2009 between Kennedy-Wilson, Inc. and William J. McMorrow, Mary L. Ricks and Donald J. Herrema.
|
10.84
(42)
|
Agreement, dated as of November 11, 2009, by and between Prospect Acquisition Corp. and Victory Park Capital Advisors, LLC.
|
10.85
(42)
|
Stock Purchase Agreement, by and between Prospect Acquisition Corp. and Victory Park Special Situations Master Fund, LTD.
|
10.86
(42)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Credit Suisse Securities (USA) LLC.
|
10.87
(42)
|
Stock Purchase Agreement, dated as of November 11, 2009, by and between Prospect Acquisition Corp. and Nisswa Acquisition Master Fund, Ltd.
|
10.88
(42)
|
Share Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Milton Arbitrage Partners, LLC.
|
10.89
(43)
|
Stock Purchase Agreement.
|
10.90
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Arrowgrass Master Fund Ltd.
|
10.91
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Bulldog Investors.
|
10.92
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Del Mar Master Fund Ltd.
|
10.93
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Citigroup Global Markets Inc.
|
10.94
(44)
|
Share Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and IBS (MF) Ltd. In Respect of Glazer Merger Arbitrage Series.
|
10.95
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Glazer Offshore Fund Ltd.
|
10.96
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Glazer Capital Management, LP.
|
10.97
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and HFR MA Select Opportunity Master Trust.
|
10.98
(44)
|
Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and GSS Offshore SPC-Glazer Segregated Portfolio.
|
10.99
(45)
|
Waiver and Modification With Respect to Employment Agreement Amendments.
|
10.100
(46)
|
Securities Purchase Agreement, dated June 28, 2011, by and among Kennedy-Wilson Holdings, Inc., a Delaware corporation and the Purchasers named thereto.
|
10.101
(47)
|
Transfer Agreement dated December 28, 2011 between KW Executive Loan Partners I LLC and K-W Properties.
|
10.102
(47)
|
Membership Interest Acquisition Agreement dated December 28, 2011 by and among KW Summer House Manager, LLC, K-W Properties, KW Summer House Executives, LLC and the members of KW Summer House Executives, LLC as set forth therein.
|
10.103
(47)
|
Membership Interest Acquisition Agreement dated December 28, 2011 by and among KW Montclair, LLC, K-W Properties, KW Montclair Executives, LLC and the members of KW Montclair Executives, LLC set forth therein.
|
10.104
(47)
|
Membership Interest Acquisition Agreement dated December 28, 2011 by and among KW Montclair, LLC, K-W Properties, KW Montclair Executives, LLC and the members of KW Montclair Executives, LLC set forth therein
|
10.105
(47)
|
Membership Interest Acquisition Agreement dated December 28, 2011 by and among KW Blossom Hill Manager, LLC, K-W Properties, KW Blossom Hill Executives, LLC and the members of KW Blossom Hill Executives, LLC set forth therein.
|
†
|
Management Contract, Compensation Plan or Agreement.
|
(1)
|
Filed as Annex A to Amendment No. 5 to the Registrant's Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
|
(2)
|
Filed as Annex D to Amendment No. 5 to the Registrant's Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
|
(3)
|
Filed as Exhibit 3.2 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (File No. 333-145110) filed October 26, 2007 and incorporated by reference herein.
|
(4)
|
Filed as Exhibit A to Annex C to Amendment No. 5 to the Registrant's Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
|
(5)
|
Filed as Annex C to Amendment No. 5 to the Registrant's Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
|
(6)
|
Reserved.
|
(7)
|
Reserved.
|
(8)
|
Reserved.
|
(9)
|
Reserved.
|
(10)
|
Reserved.
|
(11)
|
Reserved
|
(12)
|
Reserved.
|
(13)
|
Reserved.
|
(14)
|
Filed as an Exhibit to the Registrant's Registration Statement on Amendment no. 1 to Form 8-A (File No.: 333-145110) filed on November 16, 2009 and incorporated by reference herein.
|
(15)
|
Reserved.
|
(16)
|
Reserved.
|
(17)
|
Reserved.
|
(18)
|
Reserved.
|
(19)
|
Reserved.
|
(20)
|
Reserved.
|
(21)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed April 7, 2011.
|
(22)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed April 13, 2011.
|
(23)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed May 21, 2010.
|
(24)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed August 16, 2010.
|
(25)
|
Reserved.
|
(26)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed December 30, 2011.
|
(27)
|
Reserved.
|
(28)
|
Filed as Exhibit 10.1 to Kennedy-Wilson Holding, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed June 29, 2012.
|
(29)
|
Filed as Exhibit 4.3 to Kennedy-Wilson Holding, Inc.'s Registration Statement on Form S-3 (File No. 333-184752) filed November 5, 2012.
|
(30)
|
Filed as Exhibit 4.2 to Kennedy-Wilson Holding, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed November 28, 2012.
|
(31)
|
Filed as Exhibit 4.11 to Kennedy-Wilson Holding, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed December 7, 2012.
|
(32)
|
Filed as Exhibit 4.12 to Kennedy-Wilson Holding, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed December 7, 2012.
|
(33)
|
Filed as Exhibit 4.13 to Kennedy-Wilson Holding, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed December 7, 2012.
|
(34)
|
Filed as Exhibit 4.14 to Kennedy-Wilson Holding, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed December 7, 2012.
|
(35)
|
Filed as Exhibit 10.105 to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed September 24, 2009.
|
(36)
|
Filed as Exhibit 10.11 to Kennedy-Wilson Holdings, Inc.'s Current Report on Form 10-K (File No.: 001-33824) filed on March 31, 2008 and incorporated by reference herein.
|
(37)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
|
(38)
|
Filed as Annex E to Amendment No. 5 to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
|
(39)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-8 (File No.: 333-164928) filed on February 16, 2010 and incorporated by reference herein.
|
(40)
|
Filed as an Exhibit to Amendment No. 2 to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 23, 2009 and incorporated by reference herein.
|
(41)
|
Filed as an Exhibit to Amendment No. 1 to Kennedy-Wilson Holdings, Inc.'s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 16, 2009 and incorporated by reference herein.
|
(42)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed November 11, 2009.
|
(43)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed November 12, 2009.
|
(44)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed November 13, 2009.
|
(45)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed November 19, 2009.
|
(46)
|
Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.'s Current Report on Form 8-K (File No.: 001-33824) filed June 29, 2011 and incorporated by reference herein.
|
(47)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed December 30, 2011.
|
(48)
|
Filed as an Exhibit to the Registrant's Current Report on Form 8-K (File No.: 001-33824) filed January 30, 2012..
|
(49)
|
Filed as an Exhibit to Registrant's Current Report on Form 8-K (File No.: 001-33824) filed June 29, 2012 and incorporated by reference herein.
|
*
|
Filed herewith
|
By:
|
/s/ Justin Enbody
|
By:
|
/s/ Justin Enbody
|
By:
|
/s/ Barry S. Schlesinger
|
By:
|
/s/ Barry S. Schlesinger
|
By:
|
/s/ Jane Schweiger
|
By:
|
/s/ Barry S. Schlesinger
|
By:
|
/s/ Barry S. Schlesinger
|
By:
|
/s/ Jane Schweiger
|
By:
|
/s/ Barry S. Schlesinger
|
Name:
|
Barry S. Schlesinger
|
Title:
|
Chief Administrative Officer
|
By:
|
/s/ Barry S. Schlesinger
|
Name:
|
Barry S. Schlesinger
|
Title:
|
Authorized Officer
|
By:
|
/s/ Jane Schweiger
|
Name:
|
Jane Schweiger
|
Title:
|
Vice President
|
“I.
|
With respect to the Performance Goal for the Company's fiscal year ending December 31, 2012, two performance metrics will be averaged and compared to the Return on Equity (as defined in
III
. below). The two metrics to be averaged are as follows: (1) 10%, and (2) the percentage determined by the yield on the 10 year U.S. Government Treasuries as of 12/31/12 plus a risk premium of 500 basis points.
|
II.
|
The Base Number (as defined below) will be compared to the actual Return on Equity for each respective Company fiscal year. For purposes of this Exhibit A, the “Base Number” means:
|
•
|
With respect to the Performance Goal for the Company's fiscal year ending December 31, 2012, the number determined by averaging (1) and (2) in
I.
above.
|
•
|
With respect to the Performance Goal for each of the Company's fiscal year ending December 31, 2013, December 31, 2014, December 31, 2015 and December 31, 2016, eight percent (8%).”
|
I.
|
With respect to the Performance Goal for the Company's fiscal year ending December 31, 2012, two performance metrics will be averaged and compared to the Return on Equity (as defined in
III
. below). The two metrics to be averaged are as follows: (1) 10%, and (2) the percentage determined by the yield on the 10 year U.S. Government Treasuries as of 12/31/12 plus a risk premium of 500 basis points.
|
II.
|
The Base Number (as defined below) will be compared to the actual Return on Equity for each respective Company fiscal year. For purposes of this Exhibit A, the “Base Number” means:
|
•
|
With respect to the Performance Goal for the Company's fiscal year ending December 31, 2012, the number determined by averaging (1) and (2) in
I.
above.
|
•
|
With respect to the Performance Goal for each of the Company's fiscal year ending December 31, 2013, December 31, 2014, December 31, 2015 and December 31, 2016, eight percent (8%).
|
III.
|
The Return on Equity will be calculated as the ratio of Adjusted EBITDA (as defined in KW's 10-K and 10-Qs) and the Tangible Book Equity (Shareholder Equity less Goodwill) for the calendar year during the vesting period ending on the prior 12/31.
|
IV.
|
Actual vesting on each calculation date will take place if the Return on Equity (as defined above in
III
.) is equal or greater than the Base Number determined in
II.
above.
|
V.
|
All calculations will be reviewed and approved by the Compensation Committee of the Board and their decisions will be final and conclusive and set forth in the minutes of their meetings.
|
VI.
|
Vesting of awards - all restricted stock will be divided in half, each half having a different vesting schedule as indicated below:
|
I.
|
With respect to the Performance Goal for the Company's fiscal year ending December 31, 2012, two performance metrics will be averaged and compared to the Return on Equity (as defined in
III
. below). The two metrics to be averaged are as follows: (1) 10%, and (2) the percentage determined by the yield on the 10 year U.S. Government Treasuries as of 12/31/12 plus a risk premium of 500 basis points.
|
II.
|
The Base Number (as defined below) will be compared to the actual Return on Equity for each respective Company fiscal year. For purposes of this Exhibit A, the “Base Number” means:
|
•
|
With respect to the Performance Goal for the Company's fiscal year ending December 31, 2012, the number determined by averaging (1) and (2) in
I.
above.
|
•
|
With respect to the Performance Goal for each of the Company's fiscal year ending December 31, 2013, December 31, 2014, December 31, 2015 and December 31, 2016, eight percent (8%).
|
III.
|
The Return on Equity will be calculated as the ratio of Adjusted EBITDA (as defined in KW's 10-K and 10-Qs) and the Tangible Book Equity (Shareholder Equity less Goodwill) for the calendar year during the vesting period ending on the prior 12/31.
|
IV.
|
Actual vesting on each calculation date will take place if the Return on Equity (as defined above in
III
.) is equal or greater than the Base Number determined in
II.
above.
|
V.
|
All calculations will be reviewed and approved by the Compensation Committee of the Board and their decisions will be final and conclusive and set forth in the minutes of their meetings.
|
VI.
|
Vesting of awards - all restricted stock will be divided in half, each half having a different vesting schedule as indicated below:
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
Kennedy-Wilson Austin, Inc.
|
|
Corporation
|
|
TX
|
KWP REO
|
|
Limited liability company
|
|
DE
|
KW Hawaii Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Fund II Executives
|
|
Limited liability company
|
|
CA
|
One Baxter Way GP, LLC
|
|
Limited liability company
|
|
DE
|
One Baxter Way JV, LLC
|
|
Limited liability company
|
|
DE
|
KW 900 Fourth Property Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Waseda Executives, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson Auction Group, Inc.
|
|
Corporation
|
|
CA
|
KW One Tech Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Indigo, LLC (previously KW James Street Manager)
|
|
Limited liability company
|
|
DE
|
KW BASGF II Executives LLC
|
|
Limited liability company
|
|
DE
|
KW Mercury Executives, LLC
|
|
Limited liability company
|
|
CA
|
SG KW Venture I Executives LLC
|
|
Limited liability company
|
|
DE
|
SG KW Venture I LLC
|
|
Limited liability company
|
|
DE
|
SG Venture I Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Executives Pacifica Partners, LLC
|
|
Limited liability company
|
|
CA
|
KW Executives Loan Partners II LLC
|
|
Limited liability company
|
|
CA
|
KWF Real Estate Venture I, L.P.
|
|
Limited partnership
|
|
DE
|
KWF Investors I, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager I, LLC
|
|
Limited liability company
|
|
DE
|
KWF Executives I, LLC
|
|
Limited liability company
|
|
CA
|
KW 2390 Faraday LLC
|
|
Limited liability company
|
|
DE
|
Sunrise Property Associates, LLC
|
|
Limited liability company
|
|
DE
|
KWF Executive III, LLC
|
|
Limited liability company
|
|
CA
|
KWF Investors II, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager II, LLC
|
|
Limited liability company
|
|
DE
|
SJ Real Estate Investors, LLC
|
|
Limited liability company
|
|
DE
|
SJ Real Estate Manager, LLC
|
|
Limited liability company
|
|
DE
|
SJ Real Estate Partners, LLC
|
|
Limited liability company
|
|
DE
|
SV Investment East Coast Partners, LLC
|
|
Limited liability company
|
|
DE
|
SV Investment Group Partners Manager, LLC
|
|
Limited liability company
|
|
DE
|
SV Investment Group Partners, LLC
|
|
Limited liability company
|
|
DE
|
SV investment West Coast Partners, LLC
|
|
Limited liability company
|
|
DE
|
KWF Executives II, LLC
|
|
Limited liability company
|
|
CA
|
KWF Investors III, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager III, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture III, L.P.
|
|
Limited partnership
|
|
DE
|
KW Petaluma Executives, LLC
|
|
Limited liability company
|
|
CA
|
SJ Real Estate 360 Investment, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A)—Bayside LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Partners II—KLP II Andreas LLC
|
|
Limited liability company
|
|
DE
|
KW Ireland, LLC
|
|
Limited liability company
|
|
DE
|
KWF Executives IV, LLC
|
|
Limited liability company
|
|
CA
|
KWF Investors IV, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager IV, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture IV, L.P.
|
|
Limited partnership
|
|
DE
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW Kohanaiki Shores Member, LLC
|
|
Limited liability company
|
|
DE
|
Guardian/KW Hilltop, LLC
|
|
Limited liability company
|
|
DE
|
KW Hilltop Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Hilltop Manager, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson Property Equity IV, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson Real Estate Fund IV, LP
|
|
Limited partnership
|
|
DE
|
KW Fund IV—Hilltop, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—9301 Wilshire LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Kohanaiki, LLC
|
|
Limited liability company
|
|
DE
|
KWF Investors V, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager V, LLC
|
|
Limited liability company
|
|
DE
|
KWF Executives V, LLC
|
|
Limited liability company
|
|
CA
|
KW Fund IV—Telstar, LLC
|
|
Limited liability company
|
|
DE
|
KW Telstar Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Telstar, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture V, LP
|
|
Limited partnership
|
|
DE
|
Kennedy Wilson 145 Fairfax Partners, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson 145 Fairfax, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson 16501 Ventura Partners, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson 16501 Ventura, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—145 Fairfax, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—16501 Ventura, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Warner Atrium, LLC
|
|
Limited liability company
|
|
DE
|
KW Warner Atrium Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Warner Atrium, LLC
|
|
Limited liability company
|
|
DE
|
KW 9301 Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW 9301 Wilshire Capital, LLC
|
|
Limited liability company
|
|
DE
|
KW 9301, LLC
|
|
Limited liability company
|
|
DE
|
KW Residential Group, Inc.
|
|
Corporation
|
|
CA
|
KW Armacost, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson Investments, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy-Wilson Investments, LLC
|
|
Limited liability company
|
|
DE
|
Sherman Place 39 LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Westview Heights, LLC
|
|
Limited liability company
|
|
DE
|
KW UK Loan Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Westview Height 66, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—303 North Glenoaks Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—333 North Glenoaks Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—Burbank Executive Plaza Manager, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture VI, LP
|
|
Limited liability company
|
|
DE
|
KWF Manager VI, LLC
|
|
Limited liability company
|
|
DE
|
KW EU Loan Partners I, LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Partners V
|
|
Limited liability company
|
|
DE
|
Guardian KW Santa Maria Land Partners, LLC, (La Vista)
|
|
Limited liability company
|
|
DE
|
Santa Maria Land Partners Manager, LLC
|
|
Limited liability company
|
|
DE
|
Santa Maria Land Partners, LLC
|
|
Limited liability company
|
|
DE
|
Santa Maria Land Partners Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Warner Atrium Manager, LLC
|
|
Limited liability company
|
|
DE
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW Copeland, LLC
|
|
Limited liability company
|
|
DE
|
KW Investment Adviser, LLC
|
|
Limited liability company
|
|
DE
|
KW UR Investments 1, LLC
|
|
Limited liability company
|
|
DE
|
KW UR Investments 2, LLC
|
|
Limited liability company
|
|
DE
|
NWLACDFI—Southern Oaks, LLC
|
|
Limited liability company
|
|
DE
|
Meyers Research, LLC
|
|
Limited liability company
|
|
DE
|
KW Captowers, LLC
|
|
Limited liability company
|
|
DE
|
KW Captowers Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Captowers, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV-Stadium Gateway, LLC
|
|
Limited liability company
|
|
DE
|
KW Stadium Gateway Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Stadium Gateway, LLC
|
|
Limited liability company
|
|
DE
|
KW Four Points, LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Investors VII, LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Partners VII, LLC
|
|
Limited liability company
|
|
DE
|
Guardian/KW Hayward LLC
|
|
Limited liability company
|
|
DE
|
Guardian/KW Hayward Member, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Hayward, LLC
|
|
Limited liability company
|
|
DE
|
KW Hayward Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Sunset, LLC
|
|
Limited liability company
|
|
DE
|
KW/CV Sunset Manager,LLC
|
|
Limited liability company
|
|
DE
|
KW/CV Sunset Member,LLC
|
|
Limited liability company
|
|
DE
|
KW/CV Sunset, LLC
|
|
Limited liability company
|
|
DE
|
KW Hayward Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Sunset Executives LLC
|
|
Limited liability company
|
|
CA
|
KW Fund IV—Huntington, LLC
|
|
Limited liability company
|
|
DE
|
KW Huntington Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Huntington Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Huntington, LLC
|
|
Limited liability company
|
|
DE
|
KWF Investors VII, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager VII, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture VII, LP
|
|
Limited partnership
|
|
DE
|
NWLACDFI—Riverscape Apartments, LLC
|
|
Limited liability company
|
|
DE
|
KW Residential Capital, LLC
|
|
Limited liability company
|
|
DE
|
KW Boise Plaza, LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Partners VIII, LLC
|
|
Limited liability company
|
|
DE
|
KW/LF Malibu Sands, LLC
|
|
Limited liability company
|
|
CA
|
KW Third-Pacific Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW/CV Third Pacific Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW/CV Third Pacific LLC
|
|
Limited liability company
|
|
DE
|
KW EU Loan Partners II, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Valle di Oro, LLC
|
|
Limited liability company
|
|
DE
|
KWF Investors VIII, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager VIII, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture VIII, LP
|
|
Limited partnership
|
|
DE
|
KW 5200 Lankershim Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW 5200 Lankershim, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—Royal Beverly Glen, LLC
|
|
Limited liability company
|
|
DE
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW Fund IV—Tricenter, LLC
|
|
Limited liability company
|
|
DE
|
KW Royal Beverly Glen, LLC
|
|
Limited liability company
|
|
DE
|
KW Tricenter, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund IV—University Crossing
|
|
Limited liability company
|
|
DE
|
KW University Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW HP 11, LLC
|
|
Limited liability company
|
|
DE
|
KW Harrington, LLC
|
|
Limited liability company
|
|
DE
|
KW 1200 Main , LLC
|
|
Limited liability company
|
|
DE
|
KW Sandpiper,LLC
|
|
Limited liability company
|
|
DE
|
KW State Street, LLC (formerly KW Sandpiper Manager)
|
|
Limited liability company
|
|
DE
|
7107 KWLF Developers, LLC
|
|
Limited liability company
|
|
DE
|
KW Lake Merritt , LLC
|
|
Limited liability company
|
|
DE
|
KW Lake Merritt Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Fund IV—Marina View, LLC
|
|
Limited liability company
|
|
DE
|
KW Marina View, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager X, LLC (formerly 2012A, LLC)
|
|
Limited liability company
|
|
DE
|
KWF Manager XII, LLC (formerly KW 2012C LLC)
|
|
Limited liability company
|
|
DE
|
KW Northstar Venture Penthouse, LLC
|
|
Limited liability company
|
|
DE
|
KW Northstar Ventures, LLC
|
|
Limited liability company
|
|
DE
|
KWF Manager IX, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture IX, LP (Sanford)
|
|
Limited partnership
|
|
DE
|
KWF Real Estate Venture X, LP (State Street)
|
|
Limited partnership
|
|
DE
|
KW Northstar Beverage, LLC
|
|
Limited liability company
|
|
CA
|
KW Real Estate Venture XI, LP (Northstar Venture)
|
|
Limited partnership
|
|
DE
|
KWF Manager XI, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture XII, LP
|
|
Limited partnership
|
|
DE
|
KW Marina View Land Partners, LLC
|
|
Limited liability company
|
|
DE
|
KW Marina View Venture, LLC
|
|
Limited liability company
|
|
DE
|
KW Harrington Square, LLC
|
|
Limited liability company
|
|
DE
|
KW James Street Manager, LLC
|
|
Limited liability company
|
|
DE
|
300 California Partners, LLC
|
|
Limited liability company
|
|
DE
|
5900 Sepulveda Property Group, Inc
|
|
|
|
CA
|
68-540 Farrington LLC
|
|
Limited liability company
|
|
DE
|
900 Fourth Avenue Property LLC
|
|
Limited liability company
|
|
DE
|
BASGF II—300 California LLC (formerly KW Fund II—Palm Desert)
|
|
Limited liability company
|
|
DE
|
BASGF II—Richmond, LLC
|
|
Limited liability company
|
|
DE
|
Bay Area Smart Growth Fund II, LLC
|
|
Limited liability company
|
|
DE
|
Bay Fund Opportunity LLC
|
|
Limited liability company
|
|
CA
|
Capri/KW Serenade LLC
|
|
Limited liability company
|
|
DE
|
Cypress Pointe Investment Corp
|
|
Corporation
|
|
CA
|
Cypress Pointe Investment, LLC
|
|
Limited liability company
|
|
CA
|
Dillingham Ranch Aina LLC
|
|
Limited liability company
|
|
DE
|
DR Partners, LLC
|
|
Limited liability company
|
|
DE
|
DV Estates Corp.
|
|
Corporation
|
|
CA
|
Fairways 340 Corp
|
|
Corporation
|
|
DE
|
Fairways 340,LLC
|
|
Limited liability company
|
|
DE
|
Fifth and Madison, LLC
|
|
Limited liability company
|
|
DE
|
Glendora Partners Member LLC
|
|
Limited liability company
|
|
CA
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
Glendora Partners, LLC
|
|
Limited liability company
|
|
CA
|
Guardian KW NOHO LLC
|
|
Limited liability company
|
|
DE
|
Guardian/KW Blossom Hill, LLC
|
|
Limited liability company
|
|
DE
|
Guardian/KW NOHO Manager, LLC
|
|
Limited liability company
|
|
DE
|
Kenedix GP, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy Wilson Capital
|
|
Corporation
|
|
CA
|
Kennedy Wilson Capital Trust I
|
|
Corporation
|
|
DE
|
Kennedy Wilson Espana, S.L.U
|
|
Other
|
|
Spain
|
Kennedy Wilson Fund Management Group, LLC
|
|
Limited liability company
|
|
CA
|
Kennedy Wilson Inc, Nevada
|
|
Corporation
|
|
NV
|
Kennedy Wilson Overseas Investments,Inc
|
|
Corporation
|
|
DE
|
Kennedy Wilson Overseas Investments, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy-Wilson Advisers
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Florida Management Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Holdings, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson International
|
|
Corporation
|
|
CA
|
Kennedy-Wilson Nevada Management, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Ohio Management, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Pennsylvania Management, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Properties Ltd
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Properties Northwest, Ltd
|
|
Corporation
|
|
WA
|
Kennedy-Wilson Properties of Arizona Ltd.
|
|
Corporation
|
|
AZ
|
Kennedy-Wilson Properties, Ltd
|
|
Corporation
|
|
ILL.
|
Kennedy-Wilson Property Equity II, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Property Equity III, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Property Equity, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Property Services II, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Property Services III GP, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy-Wilson Property Services III, LP
|
|
Limited partnership
|
|
DE
|
Kennedy-Wilson Property Services IV, GP, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy-Wilson Property Services IV, L.P.
|
|
Limited partnership
|
|
DE
|
Kennedy-Wilson Property Services, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Property Special Equity II, Inc.
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Property Special Equity III, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy-Wilson Property Special Equity IV, LLC
|
|
Limited liability company
|
|
DE
|
Kennedy-Wilson Property Special Equity, Inc
|
|
Corporation
|
|
DE
|
Kennedy-Wilson Tech, Ltd
|
|
Corporation
|
|
CA
|
Kennedy-Wilson, Inc.
|
|
Corporation
|
|
DE
|
Kohanaiki Shores LLC
|
|
Limited liability company
|
|
DE
|
KS Developers LLC
|
|
Limited liability company
|
|
HI
|
KW—RAR3 Mill Creek Manager LLC
|
|
Limited liability company
|
|
DE
|
KW 1901 Corp.
|
|
Corporation
|
|
CA
|
KW 1901 Newport Parking Associates, Inc
|
|
Corporation
|
|
CA
|
KW 21 LLC
|
|
Limited liability company
|
|
HI
|
KW 300 California LLC
|
|
Limited liability company
|
|
DE
|
KW 300 California Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Alameda LLC
|
|
Limited liability company
|
|
DE
|
KW Alameda Member LLC
|
|
Limited liability company
|
|
DE
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW America Multifamily Manager, LLC
|
|
Limited liability company
|
|
CA
|
K-W Austin I, Inc.
|
|
Corporation
|
|
DE
|
KW BASGF II Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Baxter Merger Sub, Inc.
|
|
Corporation
|
|
DE
|
KW Blossom Hill Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Blossom Hill Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Blossom Hill, LLC/Guardian
|
|
Limited liability company
|
|
DE
|
KW Club Palisades Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Club Palisades, LLC
|
|
Limited liability company
|
|
DE
|
KW Davis LLC
|
|
Limited liability company
|
|
CA
|
KW Dillingham Aina Investors LLC
|
|
Limited liability company
|
|
DE
|
KW Dillingham Ranch Aina LLC
|
|
Limited liability company
|
|
DE
|
KW Executives Richmond, LLC
|
|
Limited liability company
|
|
CA
|
KW Federal Way, LLC
|
|
Limited liability company
|
|
DE
|
KW Fifth and Madison Property Executives, LLC
|
|
Limited liability company
|
|
DE
|
KW Fruitdale, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund I— Carlsbad 1, General Partner LLC
|
|
Limited liability company
|
|
DE
|
KW Fund I—1 Carlsbad, LP
|
|
Limited partnership
|
|
DE
|
KW Fund I—300 California LLC
|
|
Limited liability company
|
|
DE
|
KW Fund I—900 Fourth LLC
|
|
Limited liability company
|
|
DE
|
KW Fund I—Fifth and Madison, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund I—Hegenberger General Partner LLC
|
|
Limited liability company
|
|
DE
|
KW Fund I—Hegenberger LP
|
|
Limited liability company
|
|
DE
|
KW Fund I—One Tech LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II— Burbank Executive Plaza, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—1860 Howe General Partner LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—1860 Howe LP
|
|
Limited partnership
|
|
DE
|
KW Fund II—300 California LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—303 North Glenoaks, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—333 North Glenoaks, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—6100, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—7060 Hollywood, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—Baxter Way LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II—One Tech LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II Howe CC General Partner, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II Howe CC LP
|
|
Limited partnership
|
|
DE
|
KW Fund II Metro Center General Partner, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund II Metro Center LP
|
|
Limited partnership
|
|
DE
|
KW Fund III—(QP-A)—Cascade Ridge, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A)—Club Palisades, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A)—College Square, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A)—Petaluma, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A)—Walnut Creek, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A) San Jose, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—(QP-A)-Kiahuna, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—303 North Glenoaks, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—333 North Glenoaks, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—6100, LLC
|
|
Limited liability company
|
|
DE
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW Fund III—Bayside, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Burbank Executive Plaza, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Cascade, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Club Palisades, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—College Square, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Cypress Pointe, LLC (formerly Fund III—Mercury)
|
|
Limited liability company
|
|
DE
|
KW Fund III—Kiahuna, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Kona LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Petaluma, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Plum Canyon, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Richmond LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Rutherford, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—San Jose, LLC
|
|
Limited liability company
|
|
DE
|
KW Fund III—Walnut Creek, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—303 North Glenoaks, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—333 North Glenoaks, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—6100 Wilshire Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—6100 Wilshire, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—Burbank Executive Plaza LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—Carlsbad 1, LP
|
|
Limited partnership
|
|
DE
|
KW Funds—Club Palisades LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—One Technology, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—Petaluma, LLC
|
|
Limited liability company
|
|
DE
|
KW Funds—San Jose 1, LLC
|
|
Limited liability company
|
|
DE
|
KW Hawaii Development LLC
|
|
Limited liability company
|
|
CA
|
KW Hawaii, Inc.
|
|
Limited liability company
|
|
DE
|
KW Hidden Creek, LLC
|
|
Limited liability company
|
|
DE
|
KW Indigo Land, LLC
|
|
Limited liability company
|
|
DE
|
KW James Street Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW James Street LLC
|
|
Limited liability company
|
|
DE
|
KW James Street Member, LLC
|
|
Limited liability company
|
|
CA
|
KW Kiahuna, LLC
|
|
Limited liability company
|
|
DE
|
K-W Kohanaiki Group, Inc.
|
|
Corporation
|
|
CA
|
K-W Kohanaiki LLC
|
|
Limited liability company
|
|
CA
|
KW Kona Investors Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Kona Investors, LLC
|
|
Limited liability company
|
|
DE
|
KW Kona LLC
|
|
Limited liability company
|
|
HI
|
KW Loan Partners I, LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Partners II LLC
|
|
Limited liability company
|
|
CA
|
KW Loan Partners III, LLC
|
|
Limited liability company
|
|
DE
|
KW Loan Partners II-Paramount LLC
|
|
Limited liability company
|
|
CA
|
KW Loan Partners IV, LLC
|
|
Limited liability company
|
|
DE
|
KW Majestic East (Japan)
|
|
Other
|
|
DE
|
KW Majestic West
|
|
Limited liability company
|
|
DE
|
KW Mill Creek Property Manager LLC
|
|
Limited liability company
|
|
CA
|
KW Montclair Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW Montclair, LLC
|
|
Limited liability company
|
|
DE
|
KW Multi-Family Management Group, LLC formerly KW Multi-family Management Group, Ltd (converted to LLC)
|
|
Limited liability company
|
|
CA
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW Napa LLC
|
|
Limited liability company
|
|
DE
|
KW NOHO Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW NOHO LLC
|
|
Limited liability company
|
|
DE
|
KW NWLA CDF I Manager LLC
|
|
Limited liability company
|
|
DE
|
KW Paramount GP, LLC
|
|
Limited liability company
|
|
DE
|
KW Paramount Investors, LLC
|
|
Limited liability company
|
|
CA
|
KW Paramount Member, LLC
|
|
Limited liability company
|
|
CA
|
KW PCCP Montclair, LLC
|
|
Limited liability company
|
|
DE
|
KW Petaluma Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Pinole, LLC
|
|
Limited liability company
|
|
DE
|
KW Portfolio 900 Fourth Property Manager LLC
|
|
Limited liability company
|
|
DE
|
KW Portfolio Fifth and Madison Property Manager, LLC
|
|
Limited liability company
|
|
DE
|
K-W Portfolio Group I, Inc.
|
|
Limited liability company
|
|
DE
|
KW Portfolio Property Manager LLC
|
|
Limited liability company
|
|
DE
|
KW Portfolio XI Manager LLC
|
|
Limited liability company
|
|
DE
|
KW Portfolio XII Manager LLC
|
|
Limited liability company
|
|
DE
|
KW Portfolio XIII Manager LLC ( Merger filing entity inactive) cancell (merged with KW Portofolio XIII)
|
|
Limited liability company
|
|
DE
|
KW Portfolio XIII, LLC
|
|
Limited liability company
|
|
DE
|
K-W Properties
|
|
Corporation
|
|
CA
|
KW Property Fund II, LP
|
|
Limited partnership
|
|
DE
|
KW Property Fund III (QP-A) L.P.
|
|
Limited partnership
|
|
DE
|
KW Property Fund III, LP
|
|
Limited partnership
|
|
DE
|
KW Prospect Holding Partnership
|
|
Partnership
|
|
CA
|
KW RAR3 Mill Creek, LLC
|
|
Limited liability company
|
|
DE
|
KW Ravenswood Equity LLC
|
|
Limited liability company
|
|
CA
|
KW Ravenswood Executives LLC
|
|
Limited liability company
|
|
CA
|
KW Ravenswood LLC
|
|
Limited liability company
|
|
DE
|
KW Ravenswood Member LLC
|
|
Limited liability company
|
|
DE
|
KW Redmond Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Redmond, LLC
|
|
Limited liability company
|
|
DE
|
KW Residential, LLC formerly Chipwell, LLC
|
|
Limited liability company
|
|
DE
|
KW Richmond, LLC
|
|
Limited liability company
|
|
DE
|
K-W Santiago Inc.
|
|
Corporation
|
|
CA
|
KW Serenade Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Summer House Executives, LLC
|
|
Limited liability company
|
|
DE
|
KW Summer House Manager, LLC
|
|
Limited liability company
|
|
DE
|
KW Sunrise Carlsbad, LLC
|
|
Limited liability company
|
|
DE
|
KW SV Executives, LLC
|
|
Limited liability company
|
|
CA
|
KW SV Investment West Coast, LLC
|
|
Limited liability company
|
|
DE
|
KW Valencia Group, Inc.
|
|
Limited liability company
|
|
CA
|
KW Western Fund II, LLC
|
|
Limited liability company
|
|
DE
|
KW/HFC Paramount, LLC
|
|
Limited liability company
|
|
DE
|
KW/HFC Paramount, LP
|
|
Limited partnership
|
|
DE
|
KW/WDC Apartment Portfolio LLC
|
|
Limited liability company
|
|
DE
|
KW/WDC Beaverton LLC
|
|
Limited liability company
|
|
DE
|
KW/WDC Portfolio Executives, LLC
|
|
Limited liability company
|
|
DE
|
KW/WDC Portfolio Member LLC
|
|
Limited liability company
|
|
DE
|
KW/WDC Sacramento LLC
|
|
Limited liability company
|
|
DE
|
Name of Subsidiary
|
|
Entity
|
|
State/Jurisdiction
|
KW/WDC Vallejo LLC
|
|
Limited liability company
|
|
DE
|
KW/WDC West Campus, LLC
|
|
Limited liability company
|
|
DE
|
KW/WDC Westmoreland, LLC
|
|
Limited liability company
|
|
DE
|
KWF Real Estate Venture II, L.P.
|
|
Limited partnership
|
|
DE
|
KWI 1901 Newport Plaza General Partner LLC
|
|
Limited liability company
|
|
DE
|
KWI 1901 Newport Plaza, LP
|
|
Limited partnership
|
|
DE
|
KWI America Multifamily, LLC
|
|
Limited liability company
|
|
DE
|
KWI Ashford Westchase Buildings, LP
|
|
Limited liability company
|
|
DE
|
KWI Ashford Westchase General Partner LLC
|
|
Limited liability company
|
|
DE
|
KWI Briarcroft Building, LP
|
|
Limited liability company
|
|
DE
|
KWI Briarcroft General Partner LLC
|
|
Limited liability company
|
|
DE
|
KWI Continental Building, LP
|
|
Limited liability company
|
|
DE
|
KWI Continental General Partner LLC
|
|
Limited liability company
|
|
DE
|
KWI Fund I—Baxter Way LLC (Formely 201 Figueroa)
|
|
Limited liability company
|
|
DE
|
KWI Property Fund I, LP
|
|
Limited partnership
|
|
DE
|
KWP Fairways GP, Inc.
|
|
Corporation
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TX
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KWP Financial
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Corporation
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CA
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KWP Financial I
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Corporation
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CA
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KWP Financial IX, Inc.
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Corporation
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CA
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KWP Financial X, Inc. (formerly NLS187 Corp)
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Corporation
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CA
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KWP Financial XI LP Inc
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Corporation
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TX
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Mercury 149,LLC
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Limited liability company
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DE
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Mokuleia Shores Holder LLC
|
|
Limited liability company
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|
HI
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North Shores Water Company LLC
|
|
Limited liability company
|
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HI
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Northwest Louisiana Community Development Fund I, LLC
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|
Limited liability company
|
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DE
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NWLACDFI—Riverscape, LLC
|
|
Limited liability company
|
|
DE
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NWLACDFI—Village Square, LLC
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|
Limited liability company
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DE
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One Baxter Way, LP
|
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Limited partnership
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DE
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Orem Center Plaza, LLC
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|
Limited liability company
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DE
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Pacifica East Coast Partners, LLC
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|
Limited liability company
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DE
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Pacifica Partners, LLC (aka KW Pacifica Partners LLC in CA)
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Limited liability company
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DE
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Pacifica West Coast Partners, LLC
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Limited liability company
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|
CA
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Plum Canyon Investment Corp
|
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Corporation
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CA
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Plum Canyon Investments, LLC
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|
Limited liability company
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|
CA
|
RCTW 75 Corp
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Corporation
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|
CA
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RCTW 75 LLC
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Limited liability company
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CA
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The Mercury Homes, LLC
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Limited liability company
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|
DE
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Waseda Partners, LLC
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|
Limited liability company
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DE
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WDC Babcock Fairways, LLC
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|
Limited liability company
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DE
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Windscape Village LLC (formerly VSFVLLLC)
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|
Limited liability company
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CA
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Woodlands Village Shopping Center, LLC
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Limited liability company
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DE
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1.
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I have reviewed this Annual Report on Form 10-K for the period ended
December 31, 2012
of Kennedy-Wilson Holdings, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ WILLIAM J. MCMORROW
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William J. McMorrow
Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the period ended
December 31, 2012
of Kennedy-Wilson Holdings, Inc.;
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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;
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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
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(d)
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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
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5.
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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
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(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.
|
/s/JUSTIN ENBODY
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Justin Enbody
Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 12, 2013
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/s/ WILLIAM J. MCMORROW
|
|
|
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William J. McMorrow
Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 12, 2013
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/s/ JUSTIN ENBODY
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Justin Enbody
Chief Financial Officer
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