Feb 27, 2014
Executives
Christina Cha – VP, Corporate Communication William McMorrow – Chairman and CEO Matt Windisch – EVP Mary Ricks – President and CEO, Kennedy Wilson Europe
Analysts
Jason Ursaner – CJS Securities David Gold – Sidoti & Co. Mitch Germain – JMP Securities David Ridley-Lane – Bank of America Merrill Lynch
Operator
Welcome to the Fourth Quarter 2013 Kennedy-Wilson Earnings Conference Call. My name is Clifford and I will be your operator today.
At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session.
Please note that this conference is being recorded. I will now turn the call over to Miss Christina Cha.
Miss Cha, you may begin.
Christina Cha
Thank you. Good morning everyone.
Joining us on today’s call are Bill McMorrow, Chairman and CEO of Kennedy-Wilson; Mary Ricks, President and CEO of Kennedy-Wilson, Europe; Matt Windisch, Executive Vice President of Kennedy-Wilson; and Justin Enbody, Chief Financial Officer of Kennedy-Wilson. Today’s call is being webcast live and will be archived for replay.
The replay will be available by phone for one week and by webcast for one year. Please see the Investor Relations section of Kennedy-Wilson’s website for more information.
Statements made during this conference call may be forward-looking statements. Actual results may materially differ from forward-looking information discussed on this call due to a number of risks, uncertainties and other factors indicated in reports and filings with the Securities and Exchange Commission.
I will now turn the call over to Bill McMorrow.
William McMorrow
Thanks, Christina and good morning everyone. I am going to start by taking you through the body of the earnings release and then we’ll open it up for questions.
But we had an excellent year in 2013. As you saw yesterday we reported for the year 2013 adjusted EBITDA of a $185.1 million, which represents an 85% increase from a $100.2 million for 2012.
For the fourth quarter 2013 adjusted EBITDA was $73.9 million which represents a 65% increase from $44.7 million for the same period in 2012. As you also saw yesterday Kennedy-Wilson announced that it will pay a dividend of $0.09 per share which is a 29% increase from the previous quarter to common shareholders of record as of March 31, 2014 with a payment date of April 8, 2014.
This obviously equates to a $0.36 annual dividend. So we turn to the financial metrics.
On the balance sheet our total assets increased $515 million. This was on the KBW balance sheet itself, or 40% to $1.8 billion as of December 31, 2013.
The book equity of the company increased $300 million or 58% to $818 million as of December 31, 2013. As of December 31, 2013 our gross investment account was $1.2 billion compared to $909 million approximately as of December 31, 2012.
Our net investment account which is net of depreciation was $1.1 billion as of December 31, 2013 compared to $838 million as of December 31, 2012. The accumulated depreciation in arriving at these numbers was a $135.7 million and $71.3 million respectively.
When you look at our investment account the change in the net investment account was comprised of $535.8 million of cash contributed to new investments and income earned offset by $273.1 million of cash distributed from our investment account. When you think about the operating metrics of our investment business during the year ending December 31, 2013 our investment segment achieved an adjusted EBITDA of $171.8 million which is a 94% increase from $88.5 million in the same period of 2012.
During the year 2013 the company and its investment equity partners owned 11,755 apartment units that are compared on a same-store basis. That rental revenue increased by 5% and the net operating income associated with those same-store properties increased by 7%.
The occupancy remained flat at 94%. In addition, based on the company and its equity partners investment in 2.9 million square feet of same property commercial real estate rental revenues increased 13%, net operating income increased 17% and occupancy increased 5% to total occupancy of 83% at the property level.
During 2013 the company and its equity partners acquired $2.8 billion of real estate related investments, including unpaid principal balance on loan purchases which the company invested $386 million of equity. Our investments in 2013 were directed 58% to United Kingdom and Ireland and 42% to Western United States.
During 2012, the company and its investment partners acquired $2.9 billion of real estate related investments including [UPB] or home purchases, in which the company invested $402.3 million of equity. In 2012, our invested were directed 69% to the Western United States and 31% to the United Kingdom and Ireland.
As we have reported on prior calls I want to update you on the Byron loan pool which was really the first significant acquisition that we made in Europe in October of 2011. We purchased 12.5% of that investment.
The purchase price was approximately $1.8 billion. The investment was secured by real estate located in the United Kingdom with an unpaid principal balance of $2.1 billion.
As at December 31, 2013 the unpaid principal balance which was originally $2.1 billion has been reduced now to $44.7 million due to loan resolutions of approximately $2.1 billion, so we have now resolved 98% of that pool. During the year ended 2013, the company received $66.2 million distributions related to resolutions.
We also received $23.2 million from our promoted interests. As we turn to Japan our book equity in these investments is now $69 million.
We own approximately 41% of that portfolio of 50 apartment buildings in Japan. We maintain a 95% occupancy in those units, and of note, since our partner Fairfax Financial and KW acquired that portfolio in September of 2012, we’ve now distributed in cash $111.6 million of which our share was $52.4 million.
I might also note that we refinanced the entire portfolio in Japan and extended the maturity to an average maturity of seven years. The average interest rate on those refinances is 1.4% approximately.
During the fourth quarter, Kennedy-Wilson gained control of certain real estate assets which the largest one was the Ritz Carlton Lake Tahoe Hotel. As a result of getting control of the Hotel, the company recognized an acquisition related gain of $45.3 million, of which $22.6 million was allocated to non-controlling equity partners.
During 2013, the company and its equity partners sold a total of $232.3 million of real estate which resulted in a gain of sale of $59.2 million. This excludes any cash distributions during the ownership period.
Our share of that gain was $15.6 million, based on an equity contribution from Kennedy-Wilson of $37.6 million. The other thing that I want to mention, when you think about the distribution, I mentioned the distributions that we have received into Kennedy-Wilson but the total distributions that Kennedy-Wilson originated through KW and its partners for the year 2013 was $1.6 billion.
On the service business side the management and leasing fees and commissions increased by 28% to $68.1 million for the year ended 12/31/13 from $53.3 million for the same period in 2012. On the subsequent event front on February 25, 2014, this past Tuesday we agreed to acquire in Sterling a 122 million which is approximately in dollar terms $203 million ordinary shares in initial public offering of Kennedy-Wilson Europe TLC, which is now trading on the London Stock Exchange.
Our investment will consist of 87 million Sterling or $145 million of cash subscription and a contribution of 35 million Sterling or approximately $58 million of assets acquired by Kennedy-Wilson in first quarter of 2014. Our subscription is conditional on KWE’s admission to the London Exchange which is expected to occur on or around February 28, tomorrow, 2014.
Assuming that is done we will own approximately 13.4% of KWE’s total share capital immediately following admission. One of our wholly-owned subsidiaries, Black is KWE’s external manager in which capacity we will be entitled to receive certain management and performance fees.
In addition KWE will be provided priorities access to all the investment opportunities sourced by us in Europe on an ongoing basis. Also subsequent to December 31, 2013, the company and its investment partners have acquired $329.6 million of real estate related investments.
That includes 1.7 million rentable square feet of real estate comprising 17 commercial buildings, along with $157.4 of loans secured by real estate. Our equity contribution for these investments is approximately $150 million and represents a 66% ownership interest.
These amounts that I just mentioned exclude our investment that had previously went through in KWE. Also, off note, in terms of our pipeline we have a very robust pipeline particularly in Europe.
We have approximately $500 million of deals currently under contract. And lastly, in terms of subsequent events, in January 2014, Kennedy-Wilson issued and sold 9.2 million of common stock resulting in gross proceeds of $197.3 million, which takes our book values to $1 billion for the first time in our history.
So with that summary I would like to open it up to any questions that you might have for any of the four of us.
Operator
(Operator Instructions). Our first question comes from Jason Ursaner from CJS Securities.
You may go ahead.
Jason Ursaner – CJS Securities
Good morning. Congratulations on a very strong end to the year.
William McMorrow
Thanks Jason.
Jason Ursaner – CJS Securities
You mentioned $500 million under contract. Just wondering if you could talk a little bit more about the overall acquisition pipeline, both Europe and the U.S.
and may be what you are looking at for the full year in terms of acquisition program.
William McMorrow
Matt and myself really answered that question, Jason. But as you look at the year-over-year, as I think I have said on several of the prior calls I think that you will see the bulk of our acquisitions this year actually being done in Europe and assuming everything is done tomorrow that will be done through KWE.
Matt do you have anything to add to that?
Matt Windisch
I would just say that the pipeline is extremely robust and we would expect to see as Bill mentioned that the majority of the investments dollars will be going towards Europe, as we did in 2013.
Jason Ursaner – CJS Securities
Okay and just I guess for some investors they may not appreciate the structure for the new entity versus Kennedy Wilson Holding company, is the – maybe some of the precedent on the structure for the new entities, is it similar at a high level to some of the other REITs that have been created there in terms of fees and performance incentives back to Kennedy Wilson Holdings, will there be any significant differences as a manager?
William McMorrow
I think the one thing if you all would bear with me here and excuses us a little bit, because of timing of what I went through, was tomorrow we were limited in terms of Jason what we can talk about today related to KWE. But at a high level what I would say is that what we have been doing historically in Europe is joint venturing with various partners and we have got about three or four large capital partners that we have done our transactions with and so when you think about KWE even though we may from time to time do some joint ventures in that vehicle our vehicle now replaces all those joint venture partners is the new entity KWE.
Jason Ursaner – CJS Securities
Okay. And just looking forward in the operating results we continue to see a shift towards more consolidated properties outside of Europe.
Is this a trend that you would expect to continue, how do you see it impacting the P&L going forward?
William McMorrow
Yeah, I think if you look at back really over the last four years you can see a progression that has happened as our capital basis continue to improve in the company that we are taking generally larger ownership positions in the transactions. The only exception to that of course would be our fund business which is here in the US, which is really a smaller part of our capital base, the last fund that we did was approximately $300 million and our contribution to that was 5%.
And I think the other part of obviously what’s going on here in the United States at least in our opinion we are in for – what I would call a more longer term core market here in the United States and so you may see us from time to time taking smaller positions. We did a large acquisition here in Southern California, last summer, $225 million acquisition but our contribution to the capital stack of that was 5%.
But generally speaking where we see good return opportunities we tend to take larger positions in those transactions and you can see here in the first quarter the things we have acquired we have a 66% interest in those transactions. That’s the normal evolution that we are going through as we have more capital in the company.
Jason Ursaner – CJS Securities
Okay and just last question from me and then I will let others have a chance. The strategy for the commercial portfolio seems to be playing out kind of as you talked about with growing occupancy there.
Given that it’s a pretty large opportunity based on the implied value of the square foot do you see any challenges to continuing to increase occupancy there and what are comparable square foot valuations in some of the key North California, South California market.
William McMorrow
Yeah I think you are going to see on an overall basis in the commercial properties actually the occupancies continuing to increase because we as a strategy we bought, we got we have very, very good lock over 25 years particularly here in Southern California, buying office buildings that were either vacant but in great locations you know A plus kind of locations but had either very low occupancy or were vacant and those opportunities come along for a number of reasons but in some cases the ownership of those assets might not have the capital to lease it up. And so we bought several office buildings in the last couple of years that have that kind of characteristic of very low occupancy or in the case of one in Maynard, no occupancy.
And we go in rehab the building and re-tenant it. So I think you are going to see that 83% occupancy number actually increase over time.
But I think the other thing that we are doing here in the U.S. is as we go through really a detailed portfolio examination at the beginning every year to see any assets that we think have reached maybe not peak value but have increased significantly in value and so we have identified four office buildings here in the Western United States that were in the process of selling this year and it’s a constant process every week and month actually as we go through our investment account, we’re constantly looking at those kind of opportunities where we may harvest capital.
Jason Ursaner – CJS Securities
Okay, great. I appreciate all the comments.
Thanks.
Operator
Our next question comes from David Gold from Sidoti. Kindly go ahead.
David Gold – Sidoti & Co.
Hi, good morning.
William McMorrow
Hi, David.
David Gold – Sidoti & Co.
Couple of questions William. First the – one second, how to put it, the capital availability that the European fund gives you, I am assuming lots of advantages for that and for having funding capital in place.
Is this something that you are thinking about or would think about doing in other markets as well you know is it something that we should think about potentially as maybe wave of the future for you?
William McMorrow
Well I’ll let Matt answer that for you David.
Matt Windisch
Hey David we like to keep all of our options open and I think we have proven over the history of the company that not only do we create asset value but we also look to create entity value like we did in Japan and are doing in Europe as well. So certainly we’re keeping all those options at our disposal and we look to implement whatever we think makes the most sense to create shareholder value.
David Gold – Sidoti & Co.
Got you. All right, fair.
I get it. It’s a hard one to answer on this call.
Second, can you give us a little bit of update, you closed in Spain on the platform, basically a little bit of an update for thinking where as you are getting closer as far as the moment to start putting capital to work?
William McMorrow
Yeah, good question David. Mary Ricks – she and I has been partners for 24 years and she is the CEO of our business in Europe and so I am really going to let her answer that question.
Mary Ricks
Yeah I would say the acquisition that with [inaudible] acquisition that we did Banco Popular’s servicing entity now gives us really the local expertise to really look at optimal acquisition opportunities in Spain. So it’s just like we have done with – think of Ireland asset management platform which have to start in Dublin and then in London we are now doing that in Spain as well.
So we are looking at opportunities for sure.
David Gold – Sidoti & Co.
Are you feeling very better about the market there as it gets stabilize, or so sort of separate moment or early to tell?
Mary Ricks
No, I am answering about the marketplace. We have been in Spain now for a little over a year just really studying the market and building relationships and we do feel that it is stabilizing and it’s reaching bottom in different parts of Spain so yeah we are optimistic about the prospects in Spain.
David Gold – Sidoti & Co.
Perfect. Thank you all.
Mary Ricks
Thank you.
Operator
Our next question comes from Mitch Germain from JMP Securities. You may go ahead.
Mitch Germain – JMP Securities
Hey guys nice quarter. Just a quick question I mean I guess there’s been some commentary, some articles written about the increasing levels of competition, I think in particular I think Wall Street Journal mentioned Ireland.
Is that something that consistent with what you are seeing on the ground there?
William McMorrow
No, just to back track slightly and we went to Ireland in November 2010 and we went at a time where nobody else really wanted to go and I think the other thing that Mary and our team have done is we built out a really complete infrastructure in both United Kingdom, Ireland and now Spain so that we have the real operating business on the ground. When we first bought the investment management business from the Bank of Ireland we had 14 people in that business and so today in Dublin and London we have almost 50 people and the acquisition adds headcounts everything, we have 266 people.
So because we got there early just like we did in Japan in 1994 that allowed us to start transacting with financial institutions because we didn’t have a lot of competition at that time, and so Mary and her team have now done transactions with 11 different financial institutions in Ireland and I think the other footnote to make to this Spain question is when you think about Europe big part of our focus is really the two markets that we’ve been in for now going on the last three years. And so while there are clearly more people with capital in those markets we feel that by getting the flag plan it early and being able to do things that we’ve done that does give us a real leg-up.
And I think the other part of the answer here is that the key thing in all of these markets is that you have to be able to really control your own due diligence process and that’s what all of the team of people really allows us to do there. So clearly there is more capital but we still feel we have a competitive advantage and I think that particularly if you work at Ireland and Mary correct me in 2012 I don’t know what’s the numbers here for ‘ 13, but in 2012 we did 35, we represented by dollar now 35% of the transaction that in Ireland were done by Kennedy-Wilson.
Mary Ricks
And roughly the same in ‘ 13.
William McMorrow
Last time I will say sorry to Ron here so we have some really high quality assets in both of these markets. We own some of the best commercial properties in all of Ireland.
So when you think about the Byron acquisition and the properties that we owned it is now allow us to build not only the team but the database information that gives us really real time on the ground information about rents, prices and all of that and that allows you to move with certain amount of speed when you are looking at these acquisitions.
Mitch Germain – JMP Securities
Great. And if you could share what’s an appropriate leverage target when you look at Europe is it 50%, 55%, maybe a little higher how are you looking at financing some of those deals that you do going forward?
Mary Ricks
Yeah. I think we are looking in the 50% range of an appropriate target.
Mitch Germain – JMP Securities
I think Mary one thing I comment on it you know first there is really no debt market, and so what kind of the debt market now?
Mary Ricks
Right I mean so when we first went to Ireland there is absolutely no debt market, we in fact had to close our original acquisitions on cash and that has changed considerably say for the high quality assets that we are looking and buying and even on our loan financing Europe the sub 300 margin range with quite a few active vendors So very, very competitive and I think for us is great banking relationship. So the leverage will be very accretive to our ongoing acquisition.
Mitch Germain – JMP Securities
Thank you.
Mary Ricks
Thank you.
Operator
(Operator Instructions). We have a question from David Ridley-Lane from Merrill Lynch.
You may go ahead.
David Ridley-Lane – Bank of America Merrill Lynch
Sure. I think the loans that you purchased already in the first quarter, most of those are tied to our UK hotel.
Just wondering is this loans owned type of opportunity?
William McMorrow
Well first of all sorry to correct you there David, but it’s an Irish hotel.
David Ridley-Lane – Bank of America Merrill Lynch
Oh sorry yeah.
William McMorrow
Yeah. And that’s another one where if you don’t mind we really rather not comment on too much because it is a loan and of course as you might expect we are having conversations with the borrower but other than that I think that is really as much as I can say about that property it is secured by an iconic property in Dublin but we’ve got kind of ongoing discussions going on and I kind of can’t confine to that answer.
David Ridley-Lane – Bank of America Merrill Lynch
Got it. And then on the acquisition front you’ve been over the last three years running plus or minus around 3 billion in acquisitions each year.
Should we expect 2014 to be in a similar ballpark I mean you’ve already done about half of billion and have another half billion under contract and it is just February so is $3 billion reasonable target or would you expect perhaps a little bit more here in 2014?
William McMorrow
Well I mean I never like to forecast on what we’re going to do and so I might to answer it is in our forecast but I would say is we obviously got a very active first couple months of year on every front both the capital side and the acquisition side and what happened to us because of all of that is we see more opportunities. We have as Matt alluded to, we’ve got a big pipeline of things that we are evaluating right now I can’t say whether any of them are world class.
But it wouldn’t be, it would be I would say more I think we have a good shot that being near those numbers but I think the last thing I would say about that we don’t feel we are under any pressure to put capital to work it if the deals don’t make any sense. And so even though we see continued big opportunities particularly in Europe we want to be careful about the things that we’re investing in, we’ve really been able to do some tremendous transactions not only in the Europe but here in the United States over the last three or four years.
And so we’re not intentionally we’re not going to get ourselves in what we consider stupid deals just to put capital to work.
David Ridley-Lane – Bank of America Merrill Lynch
That make sense. Thank you very much.
William McMorrow
Thanks.
Operator
I’d like to turn the call back over to Bill McMorrow for closing remarks.
William McMorrow
Okay. So thanks everybody for listening today and as I hope everybody else we appreciate your support on all the capital and in our equity and we look forward to talking to you next quarter.
Thank you.
Operator
Thank you ladies and gentlemen, this concludes today’s conference. Thank you for participating.
You many now disconnect.