Certain statements in this presentation constitute forward-looking statements. All statements that address expectations or projections about the future, including statements about operating performance, market position, industry trends, general economic conditions, expected expenditures and financial results, are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects”, "anticipates", "plans", "intends", "projects", "indicates" and similar expressions. Any statements contained herein that are not statements of historical fact are forward-looking statements. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Accordingly, actual results or the performance of Kennedy-Wilson Holdings, Inc. (the “Company”) or its subsidiaries may differ significantly, positively or negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to occur. Factors that might cause such differences include, but are not limited to, the risks that the Company’s business strategy and plans may not receive the level of market acceptance anticipated; disruptions in general economic and business conditions, particularly in geographic areas where our business may be concentrated; the continued 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 and mezzanine financing, all of which could increase costs and could limit our ability to acquire additional real estate assets; continued high levels of, or increases in, unemployment and a general slowdown in commercial activity; our leverage and ability to refinance existing indebtedness or incur additional indebtedness; an increase in our debt service obligations; our ability to generate a sufficient amount of cash from operations to satisfy working capital requirements and to service our existing and future indebtedness; our ability to achieve improvements in operating efficiency; foreign currency fluctuations; adverse changes in the securities markets; our ability to retain our senior management and attract and retain qualified and experienced employees; our ability to attract new user and investor clients; our ability to retain major clients and renew related contracts; trends in the use of large, full-service commercial real estate providers; changes in tax laws in the United States, Europe or Japan that reduce or eliminate our deductions or other tax benefits; future acquisitions may not be available at favorable prices or with advantageous terms and conditions; and costs relating to the acquisition of assets we may acquire could be higher than anticipated. THE INFORMATION WITH RESPECT TO THE PROJECTIONS PRESENTED HEREIN IS BASED ON A NUMBER OF ASSUMPTIONS ABOUT FUTURE EVENTS AND IS SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTY AND OTHER CONTINGENCIES, NONE OF WHICH CAN BE PREDICTED WITH ANY CERTAINTY AND SOME OF WHICH ARE BEYOND THE COMPANY’S CONTROL. THERE CAN BE NO ASSURANCES THAT THE PROJECTIONS WILL BE REALIZED, AND ACTUAL RESULTS MAY BE HIGHER OR LOWER THAN THOSE INDICATED. NEITHER THE COMPANY NOR ANY OF THEIR RESPECTIVE SECURITYHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS OR AFFILIATES, OR ANY REPRESENTATIVES OR AFFILIATES OF THE FOREGOING, ASSUMES RESPONSIBILITY FOR THE ACCURACY OF THE PROJECTIONS PRESENTED HEREIN. Kennedy Wilson is a vertically integrated global real estate investment and services company founded in 1977 Approximately $18 billion of real estate and real estate-related assets under management(2) in the U.S., Europe and Japan(3) New York Stock Exchange (NYSE:KW) listed company; equity market cap of approximately $3.0 billion(1) Employs more than 450 professionals in 25 offices throughout the U.S., United Kingdom, Ireland, Spain, Jersey and Japan and work with over 4,000 operating associates(2) In February 2014, Kennedy Wilson launched the IPO of Kennedy Wilson Europe Real Estate Plc (LSE:KWE). As of March 31, 2015 Kennedy Wilson owns approximately 16% of KWE’s total share capital. In addition, Kennedy Wilson externally manages KWE and is entitled to receive certain management and performance fees. Kennedy Wilson generates meaningful proprietary deal flow from its vertically-integrated platform The Company operates through two complementary business units: • Fully integrated investments platform • Focused on direct real estate investments including through commingled funds and joint ventures/separate accounts • Access to proprietary acquisition opportunities through services business as well as longstanding relationships with financial institutions • • Includes investment and property management services for third-party owners and Companysponsored investments, real estate auction and conventional sales and research services • Generates off-market deal flow through a vast network of relationships • Assets under management(2) include over 68 million sq. ft. of properties and other assets for the Company, institutional clients and individual investors in the U.S., Europe and Japan As of March 31, 2015, our investment account is $1.6 billion which represents a 32% ownership in our $9.5 billion portfolio(4) (1) (2) (3) (4) Based on share price as of March 31, 2015. Excludes $2,672.7 million of investment debt. As defined on page 19. As of March 31, 2015. Portfolio at book value. Kennedy-Wilson Holdings (NYSE:KW)(1) KW Ownership (2) Multifamily Commercial Loans Residential & Other Hotels 45% 27% 22% 34% 56% UK Ireland 5% 16% UK 6% UK 1% Japan Ireland 15% 8% Ireland 11% Geography (3) Western US 46% Western US 76% Ireland 21% UK 42% UK 29% Western US 50% Western US 79% Ireland 65% Western US 29% Japan 1% Description 20,070 units Services (4) 17.1M Sq. Ft. $1.0 billion UPB • 174 Lots • 3,496 Acres • 611 Residential Units • 975 Hotel Rooms • 715 Acres Investment Management, Property Services, Auction & Conventional Sales, Research (1) (2) (3) (4) Information as of March 31, 2015. Includes investments made and held directly by Kennedy Wilson Europe Real Estate PLC (LSE:KWE). KW owns 16.0% of KWE’s total share capital. Weighted average ownership excluding promoted interest. Reflects KW’s 16.0% ownership of KWE’s total share capital as of March 31, 2015. Calculated based on KW Investment Account. Of the 20,070 multifamily units, 9,364 units are consolidated and 10,706 units are held through unconsolidated joint ventures. $ amounts are in millions Assets Under Management 20,000 Adjusted EBITDA(1) 18,100 15,000 11,800 318 350 300 12,700 14,800 250 200 10,000 5,600 6,988 159 150 100 5,000 50 0 31 55 70 2010 2011 97 0 2009 2010 2011 2012 2013 2014 2009 22% growth in 2014 2012 2013 100% growth in 2014 Total Assets Investment Account 7,000 6,332 2,000 1,667 6,000 1,500 5,000 4,000 2,000 1,000 1,192 909 1,000 3,000 336 488 793 1,284 2014 583 1,799 500 0 212 364 0 2009 2010 2011 2012 2013 2014 2009 250% growth in 2014 2011 2012 40% growth in 2014 2014: A Record Year in Every Category CAGR represents the compounded annual growth rate. (1) 2010 See page 21 for reconciliation of Adjusted EBITDA. 2013 2014 Investment Level(2) Kennedy Wilson (1) (2) (3) (4) Total Assets Total Equity Q1-2015 YTD Total Revenue Q1-2015 YTD Adjusted EBITDA(3) $9.5B $4.7B $450.7M $163.6M Total Assets Total Equity (4) Q1-2015 YTD Total Revenue Q1-2015 YTD Adjusted EBITDA(3) $6.7B $3.1B $137.7M $53.7M Information as of March 31, 2015. See page 23 for investment level estimated balance sheet and page 24 for investment level estimated income statement. See page 20 for reconciliation of Net Income to Adjusted EBITDA. See page 19 for definitions of Consolidated EBITDA and Adjusted EBITDA. See page 24 for reconciliation of Investment Level Net Income to Investment Level Adjusted EBITDA. Includes $1,056.0 million of shareholder’s equity and $2,007.2 million of noncontrolling interests. Multifamily 11.3% 12.0% 9.7% 10.0% 8.0% 8.2% 7.4% 7.1% 5.2% 6.0% 4.0% 2.0% 0.3% 0.3% 0.1% 0.0% 2013 2014 Occupancy Growth Revenue Growth Q1-2015 NOI Growth Commercial 18.0% 16.7% 16.0% 13.5% 14.0% 12.0% 10.0% 8.0% 6.0% 6.3% 5.4% 3.8% 4.0% 1.1% 0.9% 0.7% 2.0% 2.1% 0.0% 2013 Occupancy Growth Note: Commercial properties that are vacant or undergoing lease up are excluded from the same property analysis. 2014 Revenue Growth Q1-2015 NOI Growth Investment Management Q1 2015 YTD Adjusted Fees (2) Invested Capital (3) Square Feet Under Management AUM(4) Q1 2015 YTD Services EBITDA(5) (1) (2) (3) (4) (5) $19.8M Invested Capital KW $1.6B 3rd Party $3.1B $4.7B 68M square feet Approx. $18B $12.8M Information as of March 31, 2015. Includes fees eliminated in consolidation and KW share of fees in unconsolidated service businesses. Represents total investment level equity on which we earn fee income. As defined on page 19. See page 22 for calculation of Services EBITDA. Property Services & Research Q1 2015 YTD Adjusted Fees (2) $7.3M Acquisitions • KW – Closed $173 million to date • KWE – Closed $820 million to date. KW currently owns 16.2% of KWE total share capital KW under contract to acquire a 62% equity interest in Vintage Housing Holdings • Entered into contract to acquire a 62% interest in a 30 property (5,485 units) multifamily portfolio for approximately $86 million which we currently expect to close in the second quarter. • Properties are primarily located in the Pacific Northwest and California and based on our acquisition diligence, we estimated annualized NOI of $32 million during 2014. • Company’s purchase values the portfolio at approximately $486 million. • Upon completion of this transaction and other multifamily deals under contract, our global multifamily unit count will be over 25,000 units. KW to earn approximately $70 million in pre-tax profit upon sale of Japanese Multifamily Portfolio • Entered into agreements to sell all of our equity interests in 50 multifamily buildings, totaling 2,410 units, located throughout Japan for 58.5 billion JPY (approximately $487.9 million). • Company expects to receive pre-tax net proceeds of between $105.0 million and $110.0 million, which represents a pre-tax profit of between $70 million - $75 million. • Company expects to invest approximately $7 million to retain approximately 5% of the equity interests in the portfolio. In addition, we will enter into an asset management agreement with the purchaser to provide asset management services for an initial term of three years. Villas at Holly Centennial, Colorado (1) Information through May 6, 2015. Aviva Portfolio (Travelodge) London, United Kingdom Corporate Campus East Bellevue, Washington Investment Level Units Annualized NOI (3) Average Leased % 20,070(2) $221.2M 95.0% Investment Level Same Property(5) – 15,684 units included Investment Account KW $522.7M KW Ownership %(4) 45% Quarter ended March 31, 2015 2014 % Average % Leased 94.9% 94.6% 0.3% Total Revenues $66.1M $61.1M 8.2% NOI $44.5M $40.0M 11.3% Geography by Equity Invested UK 1% Japan Ireland 15% 8% Western US 76% Alliance Dublin (1) (2) (3) (4) (5) Information as of March 31, 2015. Includes investments made and held directly by Kennedy Wilson Europe Real Estate PLC (LSE:KWE). KW owns 16.0% of KWE’s total share capital. Of the 20,070 multifamily units, 9,364 units are consolidated and 10,706 units are held through unconsolidated joint ventures. Represents NOI for the month ended March 31, 2015 on an annualized basis. Weighted average ownership excluding promoted interest. Reflects KW’s 16.0% ownership of KWE’s total share capital as of March 31, 2015. Percentage changes are based on whole numbers while revenues and net operating income are shown in millions. The Pointe Washington Investment Level KW Rentable Square Feet Annualized NOI (2) Average Occupancy % 17.1M $261.3M 89.8% Investment Account KW Ownership %(3) $533.4M 27% Investment Level Same Property(4) –7.6M square feet Quarter ended March 31, 2015 2014 % Average % Leased 89.2% 87.4% 2.1% Total Revenues $40.9M $39.4M 3.8% NOI $30.6M $28.8M 6.3% Geography by Equity Invested Ireland 11% Western US 46% UK 42% Japan 1% The Rock United Kingdom (1) (2) (3) (4) Stadium Gateway Anaheim, California Information as of March 31, 2015. Includes investments made and held directly by Kennedy Wilson Europe Real Estate PLC (LSE:KWE). KW owns 16.0% of KWE’s total share capital. Represents NOI for the month ended March 31, 2015 on an annualized basis. Weighted average ownership excluding promoted interest. Reflects KW’s 16.0% ownership of KWE’s total share capital as of March 31, 2015. Percentage changes are based on whole numbers while revenues and net operating income are shown in millions. Excludes data related to commercial properties that are either vacant or undergoing lease up. Investment Level Initial UPB (2) Total Collections Current UPB $1,966.1M $560.6M $1,045.5M Investment Account KW Ownership %(3) Geography by Equity Invested Ireland 21% KW $155.3M 22% UK 29% Western US 50% (1) (2) (3) Information as of March 31, 2015. Includes investments made and held directly by Kennedy Wilson Europe Real Estate PLC (LSE:KWE). KW owns 16.0% of KWE’s total share capital. Unpaid principal balance of loan portfolios that are not fully resolved. Excludes promoted interest. Reflects KW’s 16.0% ownership of KWE’s total share capital as of March 31, 2015. # of Investments Hotel Rooms Total Acres 5 975 715 Investment Level KW Investment Account Geography by Equity Invested KW Ownership %(2) Ireland 65% KW $139.6M The Ritz Carlton Lake Tahoe Lake Tahoe, California (1) (2) 56% UK 6% Western US 29% Fairmont St. Andrews St. Andrews, Scotland Information as of March 31, 2015. Includes investments made and held directly by Kennedy Wilson Europe Real Estate PLC (LSE:KWE). KW owns 16.0% of KWE’s total share capital. Weighted average ownership excluding promoted interest. Reflects KW’s 16.0% ownership of KWE’s total share capital as of March 31, 2015. The Shelbourne Hotel Dublin, Ireland Investment Level KW # of Investments Total Units Total Acres Finished Lots 25 174 3,496 611 KW Investment Account KW Ownership %(2) $180.7M 34% State Street Site Dublin, Ireland (1) (2) Geography by Equity Invested UK Ireland 5% 16% Western US 79% Kohanaiki Kona, Hawaii Information as of March 31, 2015. Includes investments made and held directly by Kennedy Wilson Europe Real Estate PLC (LSE:KWE). KW owns 16.0% of KWE’s total share capital. Weighted average ownership excluding promoted interest. Reflects KW’s 16.0% ownership of KWE’s total share capital as of March 31, 2015. Clancy Quay Dublin, Ireland Asset Mix (3) Geography(3) 0.2% 12% 25.4% 74.4% 88% Loan Portfolios Real estate assets United Kingdom Ireland Spain Combined acquisitions since IPO exceed £2 billion ($3 billion)(1) (4) • As of March 31, 2015, Kennedy Wilson owns 16.0% of the share capital of KWE • Weighted average unexpired lease term of 8.2 years across the property portfolios • A wholly-owned subsidiary serves as KWE's external manager, in which capacity we are entitled to receive certain management and performance fees • Property portfolio occupancy of 94.8% • Acquired over £2 billion ($3 billion) properties and four loan portfolios • Annualized NOI as reported by KWE of approximately £131 million ($200 million) (1) in investments in 250 (2) (1) (2) (3) (4) (5) As of March 31, 2015. As of March 31, 2015. Includes property portfolio net rental income, hotel EBITDA and loan portfolio interest income. All charts calculated by market value. Sector split excludes loan portfolios. Weighted average unexpired lease term is to first break, weighted by net rental income; excluding hotels and residential. Occupancy excluding hotels, weighted by estimated rental values (ERVs). (5) Location • Seattle and surrounding areas Description • Own interests in 15 properties consisting of 5,216 units purchased in 13 transactions Total Floor Area (Sq. Ft.) • 4.6 million sq. ft. Update • Portfolio currently generates approximately $46 million of annualized NOI (1) • Huge demand for apartments due to big increase in job growth in the technology and life sciences industry • Limited apartment supply currently resulting in rental growth opportunity (1) Represents NOI for the three months ended March 31, 2015 on an annualized basis. EXTERIOR PAINT AND SIGNAGE BEFORE Asset Management Value Add AFTER ANNUALIZED NOI AT PURCHASE CURRENT NOI ANNUALIZED(1) $1.7M $2.4M UNIT INTERIORS BEFORE Merritt on 3rd is a 178-unit multifamily property located in Oakland, CA KW purchased the property in October 2012. Since acquisition, our asset management team have made accomplished significant value add initiatives including: › Extensive re-branding › Leasing office expansion and renovation › Ongoing interior unit renovation program › Upgraded fitness center and Club Room (1) Represents NOI for the month ended March 31, 2015 on an annualized basis. AFTER DEFINITIONS Assets under Management (“AUM”): The term “AUM” generally refers to the properties and other assets with respect to which the Company provides (or participates in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures. The Company’s AUM is principally intended to reflect the extent of its presence in the real estate market, not the basis for determining its management fees. The Company’s AUM consists of the total estimated fair value of the real estate properties and other real estate related assets either owned by third parties, controlled by the Company or held by joint ventures and other entities in which the Company’s sponsored funds or investment vehicles and client accounts have invested. Committed (but unfunded) capital from investors in the Company’s sponsored funds is not included in the AUM. The estimated value of development properties is included at estimated completion cost. Operating Associates: The term “operating associates” generally refers to individuals that are employed by or affiliated with third-party consultants, contractors, property managers or other service providers that the Company manages and oversees on a day-to-day basis with respect to its investments and services businesses. Consolidated EBITDA: The term “Consolidated EBITDA" represents net income before noncontrolling interest income, interest expense, the Company’s share of interest expense included in income from investments in unconsolidated investments, depreciation and amortization, the Company’s share of depreciation and amortization included in income from unconsolidated investments, loss on early extinguishment of corporate debt and income taxes. Adjusted EBITDA: The term “Adjusted EBITDA" represents Consolidated EBITDA as defined above, adjusted to exclude merger related expenses, share based compensation expense and EBITDA attributable to noncontrolling interests ($ in millions) Three months ended March 31, 2015 Net (loss) income $ 2014 (4.3) $ 49.9 Non-GAAP adjustments: Add back: Interest expense-investment 19.4 5.3 Interest expense-corporate 13.0 10.5 6.4 11.0 Kennedy Wilson's share of interest expense inluded in unconsolidated investments Depreciation and amortization Kennedy Wilson’s share of depreciation and amortization included in unconsolidated investments (Benefit from) provision for income taxes 14.8 8.8 71.8 Share-based compensation EBITDA attributable to noncontrolling interests (1) (1) $28.2 million and $2.7 million of depreciation, amortization, and interest f or the three months ended March 31, 2015 and 2014, respectiv ely . 7.3 8.8 (8.1) Consolidated EBITDA(1) Add back (less): Adjusted EBITDA(1) 36.6 $ 107.6 7.3 1.7 (25.4) (40.1) 53.7 $ 69.2 ($ in millions) Net income 2009 $ (9.7) For the Years Ended December 31, 2012 2011 2010 6.7 $ 7.5 $ 6.5 $ $ 2013 13.9 $ 2014 90.1 Non-GAAP adjustments: Add back: Interest expense Early extinguishment of corporate debt Kennedy Wilson's share of interest expense inluded in unconsolidated investments Depreciation and amortization Kennedy Wilson’s share of depreciation and amortization included in unconsolidated investments 13.2 7.6 20.6 28.6 51.7 103.4 - 4.8 - - - 27.3 10.5 13.8 23.5 29.5 45.0 35.5 1.1 1.6 2.8 4.9 17.4 104.5 7.5 10.1 13.9 22.6 46.7 47.1 Consolidated EBITDA (0.2) (2.0) 3.7 (4.0) (Benefit from) provision for income taxes 2.9 32.4 18.6 48.1 66.3 92.1 177.6 440.3 16.1 2.2 - - - - Add back (less): Merger related expenses, including compensation related and general and administrative Share-based compensation EBITDA attributable to noncontrolling interests Adjusted EBITDA $ 7.5 2.3 8.1 5.1 8.1 (5.7) (3.0) (1.1) (2.8) (26.0) 97.4 $ 159.1 31.3 $ 55.4 $ 70.3 $ 15.8 (138.3) $ 317.8 (1) Prior to 2014, the Company’s Adjusted EBITDA metric w as comparable to the Company’s current Consolidated EBITDA metric as it w as calculated as Consolidated EBITDA, adjusted to solely exclude merger related expenses and share based compensation expense. Beginning 2014, as noncontrolling interests became more significant on the Company’s consolidated balance sheet primarily due to the consolidation of KWE’s results on the Company’s financial statements, the Company determined that it w as appropriate to supplement Consolidated EBITDA w ith a new or revised metric. Adjusted EBITDA show n above is calculated as Consolidated EBITDA, adjusted to exclude merger related expenses, share based compensation expense and EBITDA attributable to noncontrolling interests. As set forth in the reconciliation table above, EBITDA attributable to noncontrolling interests for the years ended December 31, 2009, 2010, 2011, 2012, 2013 and 2014 w ere, $5.7 million, $3.0 million, $1.1 million, $2.8 million, $26.0 million, and $138.3 million, respectively. ($ in millions) Three Months Ended March 31, 2015 2014 Services Net income $ Add back: Kennedy Wilson's share of interest expense inclded in unconsolidated investments Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments Operating expenses attributable to noncontrolling interests Fees eliminated in consolidation Adjusted EBITDA 3.5 $ 0.2 0.4 0.7 0.7 1.4 - 7.0 $ 3.0 12.8 1.6 $ 5.7 The following estimated investment level balance sheets represents the estimated combined balance sheets of consolidated investments and investments in which Kennedy Wilson has an ownership interest:(2) ($ in millions) March 31, December 31, 2015 2014 Assets Cash and cash equivalents $ Real estate and acquired in place lease values, net of accumulated depreciation and amortization Loans Purchases and originations Other assets Total assets $ 572.5 $ 839.9 7,922.1 7,410.8 553.0 464.8 488.9 9,536.5 $ 425.0 9,140.5 Liabilities and equity Liabilities Accounts payable, accrued expenses and other liabilities Investment Debt Total liabilities 284.7 196.4 4,545.6 4,112.7 4,830.3 4,309.1 Equity Total equity Total liabilities and equity $ 4,706.2 9,536.5 $ 4,831.4 9,140.5 (1) Kennedy Wilson's Investment Level Estimated Balance Sheets are solely provided to depict the overall size and scope of the operations of the investment portfolio in which Kennedy Wilson has an ownership interest. The Investment Level Estimated Balance Sheets do not include third party assets that Kennedy Wilson manages and in which Kennedy Wilson does not have an ownership interest. Please also refer to Kennedy Wilson's Consolidated Balance Sheets in the earnings release for its balance sheets prepared in accordance with U.S. GAAP. (2) The Company has an approximate 32% ownership in our $9.5 billion investment portfolio as of M arch 31, 2015. The following estimated investment level income statements represent the estimated combined income statements of consolidated investments and investments in which Kennedy Wilson has an ownership interest: Three Months Ended March 31, 2015 2014 ($ in millions) Revenue Rental $ Hotel Sale of real estate Loans and other Total revenue 172.9 $ 141.6 23.4 9.3 227.3 40.6 27.1 20.0 450.7 211.5 65.9 53.8 Operating expenses Rental and other Hotel Cost of real estate sold Depreciation and amortization 21.6 8.5 179.1 33.1 59.6 46.9 Total operating expenses 326.2 142.3 Net operating income 124.5 69.2 Interest expense (39.8) (38.4) Other non-operating expenses (29.1) (17.0) 8.6 84.2 Non-operating income (expense) Acquisition related gain Net income $ 64.2 $ 98.0 $ 59.6 $ 46.9 $ 163.6 $ 183.3 Add back: Depreciation and amortization Interest expense Investment level EBITDA 39.8 38.4 (1) Kennedy Wilson's Investment Level Estimated Income Statements are solely provided to depict the overall size and scope of the operations of the investment portfolio in which Kennedy Wilson has an ownership interest. The Investment Level Estimated Income Statements does not include third party assets that Kennedy Wilson manages and does not have an ownership interest. Please also refer to Kennedy Wilson's Consolidated Statements of Operations in the earnings release for its unaudited statements of operations prepared in accordance with U.S. GAAP.
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