GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2012 |
Guarantor and Nonguarantor Financial Statements [Abstract] | ' |
GUARANTOR AND NON-GARANTOR FINANCIAL STATEMENTS | ' |
GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS |
The following consolidating financial information and condensed consolidating financial information includes: |
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(1) Condensed consolidating balance sheets as of December 31, 2012 and 2011, respectively; consolidating statements of operations and comprehensive (loss) income for the years ended December 31, 2012, 2011, and 2010, respectively; and condensed consolidating statements of cash flows for the years ended December 31, 2012, 2011, and 2010, respectively, of (a) Kennedy-Wilson Holdings, Inc. on an unconsolidated basis as the parent (and guarantor), (b) Kennedy-Wilson, Inc., as the subsidiary issuer, (c) the guarantor subsidiaries, (d) the non-guarantor subsidiaries and (e) Kennedy-Wilson Holdings, Inc. on a consolidated basis; and |
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(2) Elimination entries necessary to consolidate Kennedy-Wilson Holdings, Inc., as the parent guarnator, with Kennedy-Wilson, Inc. and its guarantor and non-guarantor subsidiaries |
Included in the guarantor subsidiaries column below are data for certain guarantor subsidiaries that were less than 100% owned by Kennedy-Wilson as of December 31, 2010. Such guarantor subsidiaries were restructured prior to the exchange offer such that Kennedy-Wilson owned 100% of all of the guarantor subsidiaries as of December 31, 2011. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries as of December 31, 2012 or 2011. |
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 | |
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Accounts receivable — related parties | | — | | | 186,000 | | | 4,774,000 | | | 17,433,000 | | | — | | | 22,393,000 | |
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Intercompany receivables | | — | | | 3,269,000 | | | — | | | — | | | (3,269,000 | ) | | — | |
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Notes receivable | | — | | | 1,902,000 | | | 133,805,000 | | | 900,000 | | | — | | | 136,607,000 | |
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Intercompany loans receivable | | — | | | 39,587,000 | | | — | | | — | | | (39,587,000 | ) | | — | |
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Real estate, net of accumulated depreciation | | — | | | — | | | 93,928,000 | | | 195,521,000 | | | — | | | 289,449,000 | |
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Investments in joint ventures | | — | | | 5,670,000 | | | 450,199,000 | | | 87,324,000 | | | — | | | 543,193,000 | |
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Investments in and advances to consolidated subsidiaries | | 514,310,000 | | | 873,768,000 | | | 142,441,000 | | | — | | | (1,530,519,000 | ) | | — | |
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Investment in loan pool participations | | — | | | — | | | 95,601,000 | | | — | | | — | | | 95,601,000 | |
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Other assets | | — | | | 18,443,000 | | | 11,505,000 | | | 8,131,000 | | | — | | | 38,079,000 | |
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Goodwill | | — | | | — | | | 17,216,000 | | | 6,749,000 | | | — | | | 23,965,000 | |
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Total Assets | | $ | 514,310,000 | | | $ | 1,017,719,000 | | | $ | 990,063,000 | | | $ | 335,072,000 | | | $ | (1,573,375,000 | ) | | $ | 1,283,789,000 | |
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| | | | | | | | | | | | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 785,000 | | | $ | 236,000 | | | $ | 741,000 | | | $ | — | | | $ | 1,762,000 | |
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Accrued expenses and other liabilities | | — | | | 14,878,000 | | | 7,249,000 | | | 7,290,000 | | | — | | | 29,417,000 | |
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Intercompany payables | | — | | | — | | | — | | | 3,269,000 | | | (3,269,000 | ) | | — | |
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Accrued salaries and benefits | | 4,666,000 | | | 17,917,000 | | | 1,614,000 | | | 784,000 | | | — | | | 24,981,000 | |
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Deferred tax liability | | — | | | 20,189,000 | | | 2,327,000 | | | 155,000 | | | — | | | 22,671,000 | |
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Senior notes payable | | — | | | 409,640,000 | | | — | | | — | | | — | | | 409,640,000 | |
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Intercompany loans payable | | — | | | — | | | — | | | 39,587,000 | | | (39,587,000 | ) | | — | |
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Mortgage loans and notes payable | | — | | | — | | | 112,096,000 | | | 124,442,000 | | | — | | | 236,538,000 | |
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Junior subordinated debentures | | — | | | 40,000,000 | | | — | | | — | | | — | | | 40,000,000 | |
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Total liabilities | | 4,666,000 | | | 503,409,000 | | | 123,522,000 | | | 176,268,000 | | | (42,856,000 | ) | | 765,009,000 | |
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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 | |
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Noncontrolling interests | | — | | | — | | | (7,227,000 | ) | | 16,363,000 | | | — | | | 9,136,000 | |
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Total equity | | 509,644,000 | | | 514,310,000 | | | 866,541,000 | | | 158,804,000 | | | (1,530,519,000 | ) | | 518,780,000 | |
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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 | |
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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 | |
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Accounts receivable | | — | | | 751,000 | | | 2,043,000 | | | 320,000 | | | — | | | 3,114,000 | |
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Accounts receivable — related parties | | — | | | 2,328,000 | | | 6,822,000 | | | 6,462,000 | | | — | | | 15,612,000 | |
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Notes receivable | | — | | | 862,000 | | | 6,076,000 | | | 1,000,000 | | | — | | | 7,938,000 | |
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Notes receivable — related parties | | — | | | 33,269,000 | | | — | | | — | | | — | | | 33,269,000 | |
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Real estate, net of accumulated depreciation | | — | | | 53,000 | | | 51,212,000 | | | 64,615,000 | | | — | | | 115,880,000 | |
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Investments in joint ventures | | — | | | 8,785,000 | | | 316,219,000 | | | 18,363,000 | | | — | | | 343,367,000 | |
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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 | |
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Other assets | | — | | | 13,334,000 | | | 3,656,000 | | | 3,759,000 | | | — | | | 20,749,000 | |
|
Goodwill | | — | | | — | | | 17,216,000 | | | 6,749,000 | | | — | | | 23,965,000 | |
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Total Assets | | $ | 412,871,000 | | | $ | 745,451,000 | | | $ | 578,174,000 | | | $ | 118,829,000 | | | $ | (1,062,549,000 | ) | | $ | 792,776,000 | |
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| | | | | | | | | | | | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Accounts payable | | $ | 52,000 | | | $ | 1,250,000 | | | $ | 396,000 | | | $ | 100,000 | | | $ | — | | | $ | 1,798,000 | |
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Accrued expenses and other liabilities | | 2,584,000 | | | 10,768,000 | | | 5,346,000 | | | 5,564,000 | | | — | | | 24,262,000 | |
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Accrued salaries and benefits | | — | | | 12,622,000 | | | 1,195,000 | | | 761,000 | | | — | | | 14,578,000 | |
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Deferred tax liability | | — | | | 18,555,000 | | | (439,000 | ) | | 321,000 | | | — | | | 18,437,000 | |
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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 | |
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| | | | | | | | | | | | |
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 | |
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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 | |
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| | | | | | | | | | | | |
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 | |
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Management and leasing fees—related party | | — | | | — | | | 10,247,000 | | | 14,262,000 | | | — | | | 24,509,000 | |
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Commissions | | — | | | 523,000 | | | 1,974,000 | | | 2,526,000 | | | — | | | 5,023,000 | |
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Commissions—related party | | — | | | — | | | 2,962,000 | | | 4,970,000 | | | — | | | 7,932,000 | |
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Sale of real estate | | — | | | — | | | 2,271,000 | | | — | | | — | | | 2,271,000 | |
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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 | |
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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 | |
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Cost of real estate sold | | — | | | — | | | 2,230,000 | | | — | | | — | | | 2,230,000 | |
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General and administrative | | — | | | 9,788,000 | | | 3,927,000 | | | 5,733,000 | | | — | | | 19,448,000 | |
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Rental operating expense | | — | | | (42,000 | ) | | 1,296,000 | | | 3,242,000 | | | — | | | 4,496,000 | |
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Depreciation and amortization | | — | | | 349,000 | | | 890,000 | | | 3,698,000 | | | — | | | 4,937,000 | |
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Total operating expenses | | 8,147,000 | | | 36,117,000 | | | 23,523,000 | | | 23,708,000 | | | — | | | 91,495,000 | |
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Equity in joint venture income | | — | | | 1,476,000 | | | 15,027,000 | | | 5,024,000 | | | — | | | 21,527,000 | |
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Interest income from loan pool participations and notes receivable | | — | | | — | | | 9,180,000 | | | 76,000 | | | — | | | 9,256,000 | |
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Income (loss) from consolidated subsidiaries | | 14,986,000 | | | 66,337,000 | | | 38,347,000 | | | — | | | (119,670,000 | ) | | — | |
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Operating income (loss) | | 6,839,000 | | | 32,610,000 | | | 67,087,000 | | | 16,478,000 | | | (119,670,000 | ) | | 3,344,000 | |
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Non-operating income (expense) | | | | | | | | | | | | |
Interest income | | — | | | 107,000 | | | 23,000 | | | 3,000 | | | — | | | 133,000 | |
|
Interest income—related party | | — | | | 2,805,000 | | | — | | | — | | | — | | | 2,805,000 | |
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Acquisition related gains | | — | | | — | | | — | | | 25,476,000 | | | — | | | 25,476,000 | |
|
Gain on sale of marketable securities | | — | | | 4,353,000 | | | — | | | — | | | — | | | 4,353,000 | |
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Acquisition-related expenses | | — | | | — | | | (80,000 | ) | | (595,000 | ) | | — | | | (675,000 | ) |
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Interest expense | | — | | | (25,635,000 | ) | | (483,000 | ) | | (2,477,000 | ) | | — | | | (28,595,000 | ) |
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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 | |
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Income (loss) from continuing operations | | 6,839,000 | | | 14,986,000 | | | 66,547,000 | | | 38,347,000 | | | (119,670,000 | ) | | 7,049,000 | |
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Income from discontinued operations, net of income taxes | | — | | | — | | | 2,000 | | | — | | | — | | | 2,000 | |
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Loss from sale of real estate, net of income taxes | | — | | | — | | | (212,000 | ) | | — | | | — | | | (212,000 | ) |
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Net income (loss) | | 6,839,000 | | | 14,986,000 | | | 66,337,000 | | | 38,347,000 | | | (119,670,000 | ) | | 6,839,000 | |
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Net loss attributable to the noncontrolling interests | | — | | | — | | | (370,000 | ) | | (2,219,000 | ) | | — | | | (2,589,000 | ) |
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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 | |
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Preferred stock dividends and accretion of issuance costs | | (8,144,000 | ) | | — | | | — | | | — | | | — | | | (8,144,000 | ) |
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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 | ) |
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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 | |
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Management and leasing fees — related party | | — | | | — | | | 13,341,000 | | | 1,205,000 | | | — | | | 14,546,000 | |
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Commissions | | — | | | 3,279,000 | | | 850,000 | | | 1,648,000 | | | — | | | 5,777,000 | |
|
Commissions — related party | | — | | | — | | | 5,316,000 | | | 18,867,000 | | | — | | | 24,183,000 | |
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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 | |
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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 | |
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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 | |
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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 | ) |
|
————— |
(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned prior to December 31, 2011 by Kennedy-Wilson. Such guarantor subsidiaries were restructured prior to December 31, 2011 such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries. |
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 | ) |
|
—————(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned for the year ended December 31, 2010 by Kennedy-Wilson at the time the notes were originally issued. Such guarantor subsidiaries were restructured prior to registering the notes such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for such guarantor subsidiaries. |
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 | |
|
————— |
(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned prior to December 31, 2011 by Kennedy-Wilson. Such guarantor subsidiaries were restructured prior to December 31, 2011 such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for these subsidiaries. |
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 | |
|
————— |
(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned for the year ended December 31, 2010 by Kennedy-Wilson at the time the notes were originally issued. Such guarantor subsidiaries were restructured prior to registering the notes such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for such guarantor subsidiaries. |
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 operating activities | | $ | (563,000 | ) | | $ | (59,096,000 | ) | | $ | 82,057,000 | | | $ | (5,636,000 | ) | | $ | 16,762,000 | | | | | |
| | | |
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 | | | 38,000,000 | | | 669,000 | | | 38,701,000 | | | | | |
| | | |
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 | ) | | (154,438,000 | ) | | (81,023,000 | ) | | (399,723,000 | ) | | | | |
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 | | | | | |
| | | |
————— |
(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned for the year ended December 31, 2012 by Kennedy-Wilson at the time the notes were originally issued. Such guarantor subsidiaries were restructured prior to registering the notes such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for such guarantor subsidiaries. |
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 | ) | | $ | 11,145,000 | | | $ | 24,296,000 | | | $ | 3,428,000 | | | | | |
| | | |
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 | | — | | | — | | | 17,830,000 | | | 5,444,000 | | | 23,274,000 | | | | | |
| | | |
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 | ) | | 1,751,000 | | | 4,552,000 | | | (207,573,000 | ) | | | | |
| | | |
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 | | | | | |
| | | |
————— |
(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned for the year ended December 31, 2011 by Kennedy-Wilson at the time the notes were originally issued. Such guarantor subsidiaries were restructured prior to registering the notes such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for such guarantor subsidiaries. |
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 | | | | | |
| | | |
————— |
(1) Included in the guarantor subsidiaries column above are data for certain subsidiaries that were less than 100% owned for the year ended December 31, 2010 by Kennedy-Wilson at the time the notes were originally issued. Such guarantor subsidiaries were restructured prior to registering the notes such that Kennedy-Wilson now owns 100% of all the guarantor subsidiaries. As a result, in accordance with Rule 3-10(d) of Regulation S-X promulgated by the SEC, no separate financial statements are required for such guarantor subsidiaries. |