Guarantor and Non-Guarantor Financial Statements | 9 Months Ended |
Sep. 30, 2014 |
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 include: |
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(1) Condensed consolidating balance sheets as of September 30, 2014 and December 31, 2013; consolidating statements of operations for the three and nine months ended September 30, 2014 and 2013; consolidating statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013; and condensed consolidating statements of cash flows for the three and nine months ended September 30, 2014 and 2013, of (a) Kennedy-Wilson Holdings, Inc., as the parent, (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 |
(2) Elimination entries necessary to consolidate Kennedy-Wilson Holdings, Inc., as the parent, with Kennedy-Wilson, Inc. and its guarantor and non-guarantor subsidiaries. |
Kennedy Wilson owns 100% of all of the guarantor subsidiaries, and, 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 and for the three and nine months ended September 30, 2014 or 2013. |
CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF SEPTEMBER 30, 2014 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 71 | | | $ | 46.8 | | | $ | 118.5 | | | $ | — | | | $ | 236.3 | |
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Cash held by consolidated investments | | — | | | — | | | — | | | 591.3 | | | — | | | 591.3 | |
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Accounts receivable | | — | | | — | | | 21.2 | | | 21 | | | — | | | 42.2 | |
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Loans | | — | | | 38.4 | | | 15.5 | | | 250.6 | | | (37.8 | ) | | 266.7 | |
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Real estate and acquired in place lease values, net of accumulated depreciation and amortization | | — | | | — | | | 345.4 | | | 3,494.20 | | | — | | | 3,839.60 | |
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Unconsolidated investments | | — | | | 9.3 | | | 334.5 | | | 161.1 | | | — | | | 504.9 | |
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Other assets | | — | | | 29.1 | | | 44.5 | | | 158.7 | | | — | | | 232.3 | |
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Investments in and advances to consolidated subsidiaries | | 964.9 | | | 1,650.80 | | | 1,061.30 | | | — | | | (3,677.0 | ) | | — | |
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Total assets | | $ | 964.9 | | | $ | 1,798.60 | | | $ | 1,869.20 | | | $ | 4,795.40 | | | $ | (3,714.8 | ) | | $ | 5,713.30 | |
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| | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Accounts payable, accrued expenses and other liabilities | | $ | 9.5 | | | $ | 127.8 | | | $ | 23.2 | | | $ | 93.3 | | | $ | — | | | $ | 253.8 | |
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Senior notes payable | | — | | | 705.9 | | | — | | | — | | | — | | | 705.9 | |
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Investment debt | | — | | | — | | | 194.8 | | | 1,892.80 | | | (37.8 | ) | | 2,049.80 | |
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Total liabilities | | 9.5 | | | 833.7 | | | 218 | | | 1,986.10 | | | (37.8 | ) | | 3,009.50 | |
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| | | | | | | | | | | | |
Equity | | | | | | | | | | | | |
Kennedy-Wilson Holdings, Inc. shareholders' equity | | 955.4 | | | 964.9 | | | 1,650.80 | | | 1,061.30 | | | (3,677.0 | ) | | 955.4 | |
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Noncontrolling interests | | — | | | — | | | 0.4 | | | 1,748.00 | | | — | | | 1,748.40 | |
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Total equity | | 955.4 | | | 964.9 | | | 1,651.20 | | | 2,809.30 | | | (3,677.0 | ) | | 2,703.80 | |
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Total liabilities and equity | | $ | 964.9 | | | $ | 1,798.60 | | | $ | 1,869.20 | | | $ | 4,795.40 | | | $ | (3,714.8 | ) | | $ | 5,713.30 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF DECEMBER 31, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 48.2 | | | $ | 77.2 | | | $ | 44.8 | | | $ | — | | | $ | 170.2 | |
|
Cash held by consolidated investments | | — | | | — | | | — | | | 8 | | | — | | | 8 | |
|
Accounts receivable | | — | | | 1.1 | | | 7 | | | 8.5 | | | — | | | 16.6 | |
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Intercompany receivables | | — | | | 9 | | | — | | | — | | | (9.0 | ) | | — | |
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Loans receivable | | — | | | 59.7 | | | 53.7 | | | 0.8 | | | (57.4 | ) | | 56.8 | |
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Real estate and acquired in place lease values, net of accumulated depreciation | | — | | | — | | | 145.3 | | | 542.8 | | | — | | | 688.1 | |
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Unconsolidated investments | | — | | | 7.5 | | | 598 | | | 180.6 | | | — | | | 786.1 | |
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Investments in and advances to consolidated subsidiaries | | 775.1 | | | 1,141.90 | | | 326.6 | | | — | | | (2,243.6 | ) | | — | |
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Other assets | | — | | | 20.9 | | | 31.4 | | | 20.7 | | | — | | | 73 | |
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Total assets | | $ | 775.1 | | | $ | 1,288.30 | | | $ | 1,239.20 | | | $ | 806.2 | | | $ | (2,310.0 | ) | | $ | 1,798.80 | |
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| | | | | | | | | | | | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Accounts payable, accrued expense and other liabilities | | $ | 6.8 | | | $ | 64.2 | | | $ | 22.9 | | | $ | 35.2 | | | $ | — | | | 129.1 | |
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Intercompany payables | | — | | | — | | | — | | | 9 | | | (9.0 | ) | | — | |
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Senior notes payable | | — | | | 409 | | | — | | | — | | | — | | | 409 | |
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Intercompany loans payable | | — | | | — | | | — | | | 57.4 | | | (57.4 | ) | | — | |
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Investment debt | | — | | | — | | | 74.4 | | | 327.4 | | | — | | | 401.8 | |
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Junior subordinated debentures | | — | | | 40 | | | — | | | — | | | — | | | 40 | |
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Total liabilities | | 6.8 | | | 513.2 | | | 97.3 | | | 429 | | | (66.4 | ) | | 979.9 | |
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| | | | | | | | | | | | |
Equity | | | | | | | | | | | | |
Kennedy-Wilson Holdings, Inc. shareholders' equity | | 768.3 | | | 775.1 | | | 1,141.90 | | | 326.6 | | | (2,243.6 | ) | | 768.3 | |
|
Noncontrolling interests | | — | | | — | | | — | | | 50.6 | | | — | | | 50.6 | |
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Total equity | | 768.3 | | | 775.1 | | | 1,141.90 | | | 377.2 | | | (2,243.6 | ) | | 818.9 | |
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Total liabilities and equity | | $ | 775.1 | | | $ | 1,288.30 | | | $ | 1,239.20 | | | $ | 806.2 | | | $ | (2,310.0 | ) | | $ | 1,798.80 | |
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CONSOLIDATING STATEMENT OF OPERATIONS |
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Revenue | | | | | | | | | | | | |
Investment management, property services and research fees | | $ | — | | | $ | (0.5 | ) | | $ | 14.1 | | | $ | (0.7 | ) | | $ | — | | | $ | 12.9 | |
|
Rental and hotel | | — | | | — | | | 5.6 | | | 87.9 | | | — | | | 93.5 | |
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Sale of real estate | | — | | | — | | | 0.1 | | | 1.5 | | | — | | | 1.6 | |
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Loans and other | | — | | | 0.1 | | | (2.8 | ) | | 8.4 | | | — | | | 5.7 | |
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Total revenue | | — | | | (0.4 | ) | | 17 | | | 97.1 | | | — | | | 113.7 | |
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Operating expenses | | | | | | | | | | | | |
Commission and marketing | | — | | | — | | | 1.6 | | | 0.4 | | | — | | | 2 | |
|
Rental and hotel operating | | — | | | — | | | (5.5 | ) | | 43.3 | | | — | | | 37.8 | |
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Cost of real estate sold | | — | | | — | | | — | | | 1.1 | | | — | | | 1.1 | |
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Compensation and related | | 5.3 | | | 8.8 | | | 10.7 | | | 2 | | | — | | | 26.8 | |
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General and administrative | | — | | | 3.8 | | | 7.5 | | | 0.5 | | | — | | | 11.8 | |
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Depreciation and amortization | | — | | | 0.2 | | | 3.1 | | | 31.4 | | | — | | | 34.7 | |
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Total operating expenses | | 5.3 | | | 12.8 | | | 17.4 | | | 78.7 | | | — | | | 114.2 | |
|
Income from unconsolidated subsidiaries | | — | | | 2.1 | | | 4.2 | | | 5.8 | | | — | | | 12.1 | |
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Income from consolidated subsidiaries | | 2.3 | | | 35.7 | | | 30.2 | | | — | | | (68.2 | ) | | — | |
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Operating income (loss) | | (3.0 | ) | | 24.6 | | | 34 | | | 24.2 | | | (68.2 | ) | | 11.6 | |
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Non-operating income (expense) | | | | | | | | | | | | |
Acquisition-related gains | | — | | | — | | | — | | | 28.9 | | | — | | | 28.9 | |
|
Acquisition-related expenses | | — | | | — | | | (0.1 | ) | | (5.2 | ) | | — | | | (5.3 | ) |
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Interest expense-investment | | — | | | — | | | (3.5 | ) | | (10.3 | ) | | — | | | (13.8 | ) |
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Interest expense-corporate | | — | | | (15.9 | ) | | — | | | — | | | — | | | (15.9 | ) |
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Other income / (expense) | | — | | | (0.2 | ) | | — | | | (1.7 | ) | | — | | | (1.9 | ) |
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Income (loss) before benefit from income taxes | | (3.0 | ) | | 8.5 | | | 30.4 | | | 35.9 | | | (68.2 | ) | | 3.6 | |
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(Provision for) benefit from income taxes | | — | | | (6.1 | ) | | 5.1 | | | (5.6 | ) | | — | | | (6.6 | ) |
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Net income (loss) | | (3.0 | ) | | 2.4 | | | 35.5 | | | 30.3 | | | (68.2 | ) | | (3.0 | ) |
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Net (income) loss attributable to the noncontrolling interests | | — | | | — | | | — | | | 2.8 | | | — | | | 2.8 | |
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Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. | | (3.0 | ) | | 2.4 | | | 35.5 | | | 33.1 | | | (68.2 | ) | | (0.2 | ) |
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Preferred dividends and accretion of preferred stock issuance costs | | (2.0 | ) | | — | | | — | | | — | | | — | | | (2.0 | ) |
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Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders | | $ | (5.0 | ) | | $ | 2.4 | | | $ | 35.5 | | | $ | 33.1 | | | $ | (68.2 | ) | | $ | (2.2 | ) |
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CONSOLIDATING STATEMENT OF OPERATIONS |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Revenue | | | | | | | | | | | | |
Investment management, property services and research fees | | $ | — | | | $ | — | | | $ | 62.6 | | | $ | 2.4 | | | $ | — | | | $ | 65 | |
|
Rental and hotel | | — | | | — | | | 12 | | | 149.3 | | | — | | | 161.3 | |
|
Sale of real estate | | — | | | — | | | 0.7 | | | 18.3 | | | — | | | 19 | |
|
Loans and other | | — | | | 0.2 | | | 1.5 | | | 10 | | | — | | | 11.7 | |
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Total revenue | | — | | | 0.2 | | | 76.8 | | | 180 | | | — | | | 257 | |
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Operating expenses | | | | | | | | | | | | |
Commission and marketing | | — | | | — | | | 3 | | | 0.8 | | | — | | | 3.8 | |
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Rental and hotel operating | | — | | | — | | | (3.1 | ) | | 73 | | | — | | | 69.9 | |
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Cost of real estate sold | | — | | | — | | | 0.7 | | | 13.9 | | | — | | | 14.6 | |
|
Compensation and related | | 8.7 | | | 39 | | | 27 | | | 4.9 | | | — | | | 79.6 | |
|
General and administrative | | — | | | 9.4 | | | 11.5 | | | 7.4 | | | — | | | 28.3 | |
|
Depreciation and amortization | | — | | | 0.7 | | | 7.9 | | | 58.7 | | | — | | | 67.3 | |
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Total operating expenses | | 8.7 | | | 49.1 | | | 47 | | | 158.7 | | | — | | | 263.5 | |
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Income from unconsolidated subsidiaries | | — | | | 3.3 | | | 35.1 | | | 7.5 | | | — | | | 45.9 | |
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Income from consolidated subsidiaries | | 119.3 | | | 245.2 | | | 183.1 | | | — | | | (547.6 | ) | | — | |
|
Operating income (loss) | | 110.6 | | | 199.6 | | | 248 | | | 28.8 | | | (547.6 | ) | | 39.4 | |
|
Non-operating income (expense) | | | | | | | | | | | | |
Acquisition-related gains | | — | | | (7.0 | ) | | 3.7 | | | 202.5 | | | — | | | 199.2 | |
|
Acquisition-related expenses | | — | | | — | | | (1.7 | ) | | (15.2 | ) | | — | | | (16.9 | ) |
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Interest expense-investment | | — | | | — | | | (3.5 | ) | | (26.7 | ) | | — | | | (30.2 | ) |
|
Interest expense-corporate | | — | | | (41.1 | ) | | — | | | — | | | — | | | (41.1 | ) |
|
Other income / (expense) | | — | | | — | | | 1.5 | | | (0.5 | ) | | — | | | 1 | |
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Income (loss) before benefit from income taxes | | 110.6 | | | 151.5 | | | 248 | | | 188.9 | | | (547.6 | ) | | 151.4 | |
|
(Provision for) benefit from income taxes | | — | | | (32.2 | ) | | (3.0 | ) | | (5.6 | ) | | — | | | (40.8 | ) |
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Net income (loss) | | 110.6 | | | 119.3 | | | 245 | | | 183.3 | | | (547.6 | ) | | 110.6 | |
|
Net (income) loss attributable to the noncontrolling interests | | — | | | — | | | — | | | (59.9 | ) | | — | | | (59.9 | ) |
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Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. | | 110.6 | | | 119.3 | | | 245 | | | 123.4 | | | (547.6 | ) | | 50.7 | |
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Preferred dividends and accretion of preferred stock issuance costs | | (6.1 | ) | | — | | | — | | | — | | | — | | | (6.1 | ) |
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Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders | | $ | 104.5 | | | $ | 119.3 | | | $ | 245 | | | $ | 123.4 | | | $ | (547.6 | ) | | $ | 44.6 | |
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CONSOLIDATING STATEMENT OF OPERATIONS |
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Revenue | | | | | | | | | | | | |
Investment management, property services, and research fees | | $ | — | | | $ | — | | | $ | 7.3 | | | $ | 13.6 | | | $ | — | | | $ | 20.9 | |
|
Rental and hotel | | — | | | 0.2 | | | 1.5 | | | 8.8 | | | — | | | 10.5 | |
|
Sale of real estate | | — | | | — | | | 1.6 | | | — | | | — | | | 1.6 | |
|
Loans and other | | — | | | — | | | 0.5 | | | — | | | — | | | 0.5 | |
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Total revenue | | — | | | 0.2 | | | 10.9 | | | 22.4 | | | — | | | 33.5 | |
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Operating expenses | | | | | | | | | | | | |
Commission and marketing | | — | | | — | | | 0.8 | | | 0.2 | | | — | | | 1 | |
|
Rental and hotel operating | | — | | | — | | | 1 | | | 3.2 | | | — | | | 4.2 | |
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Cost of real estate sold | | — | | | — | | | 0.9 | | | — | | | — | | | 0.9 | |
|
Compensation and related | | 2 | | | 11.5 | | | 3.8 | | | 3.6 | | | — | | | 20.9 | |
|
General and administrative | | — | | | 2 | | | 1.4 | | | 2.4 | | | — | | | 5.8 | |
|
Depreciation and amortization | | — | | | 0.1 | | | 1.3 | | | 3.1 | | | | | 4.5 | |
|
Total operating expenses | | 2 | | | 13.6 | | | 9.2 | | | 12.5 | | | — | | | 37.3 | |
|
Income from unconsolidated investments, net of depreciation and amortization | | — | | | 0.3 | | | 19.5 | | | (6.6 | ) | | — | | | 13.2 | |
|
Income from consolidated subsidiaries | | (0.7 | ) | | 23.6 | | | 2.8 | | | — | | | (25.7 | ) | | — | |
|
Operating income (expense) | | (2.7 | ) | | 10.5 | | | 24 | | | 3.3 | | | (25.7 | ) | | 9.4 | |
|
Non-operating income (expense) | | | | | | | | | | | | |
Acquisition-related gains | | — | | | — | | | — | | | 1.6 | | | — | | | 1.6 | |
|
Interest expense-investment | | — | | | — | | | (0.2 | ) | | (2.6 | ) | | | | (2.8 | ) |
|
Interest expense-corporate | | — | | | (10.3 | ) | | — | | | — | | | — | | | (10.3 | ) |
|
Other income | | — | | | 0.1 | | | — | | | — | | | — | | | 0.1 | |
|
(Loss) income before benefit from income taxes | | (2.7 | ) | | 0.3 | | | 23.8 | | | 2.3 | | | (25.7 | ) | | (2.0 | ) |
|
Benefit from (provision for) income taxes | | — | | | (1.1 | ) | | — | | | 0.3 | | | — | | | (0.8 | ) |
|
Net (loss) income | | (2.7 | ) | | (0.8 | ) | | 23.8 | | | 2.6 | | | (25.7 | ) | | (2.8 | ) |
|
Net income attributable to the noncontrolling interests | | — | | | — | | | (0.1 | ) | | 0.8 | | | — | | | 0.7 | |
|
Preferred dividends and accretion of preferred stock issuance costs | | (2.0 | ) | | — | | | — | | | — | | | — | | | (2.0 | ) |
|
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders | | $ | (4.7 | ) | | $ | (0.8 | ) | | $ | 23.7 | | | $ | 3.4 | | | $ | (25.7 | ) | | $ | (4.1 | ) |
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CONSOLIDATING STATEMENT OF OPERATIONS |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Revenue | | | | | | | | | | | | |
Investment management, property services, and research fees | | $ | — | | | $ | 0.6 | | | $ | 21.5 | | | $ | 31.9 | | | $ | — | | | $ | 54 | |
|
Rental and hotel | | — | | | 0.2 | | | 4.7 | | | 22.4 | | | — | | | 27.3 | |
|
Sale of real estate | | — | | | — | | | 10.1 | | | — | | | — | | | 10.1 | |
|
Loans and other | | — | | | — | | | 1.4 | | | — | | | — | | | 1.4 | |
|
Total revenue | | — | | | 0.8 | | | 37.7 | | | 54.3 | | | — | | | 92.8 | |
|
Operating expenses | | | | | | | | | | | | |
Commission and marketing | | — | | | 0.4 | | | 2.2 | | | 0.2 | | | — | | | 2.8 | |
|
Rental and hotel operating | | — | | | — | | | 2.6 | | | 9.3 | | | — | | | 11.9 | |
|
Cost of real estate sold | | — | | | — | | | 7.9 | | | — | | | — | | | 7.9 | |
|
Compensation and related | | 5.5 | | | 25.1 | | | 10.8 | | | 11.4 | | | — | | | 52.8 | |
|
General and administrative | | 0.3 | | | 6.4 | | | 3.5 | | | 7.4 | | | — | | | 17.6 | |
|
Depreciation and amortization | | — | | | 0.4 | | | 3.6 | | | 8 | | | — | | | 12 | |
|
Total operating expenses | | 5.8 | | | 32.3 | | | 30.6 | | | 36.3 | | | — | | | 105 | |
|
Income from unconsolidated investments, net of depreciation and amortization | | — | | | 0.3 | | | 39.7 | | | (9.9 | ) | | — | | | 30.1 | |
|
Income from consolidated subsidiaries | | (0.8 | ) | | 58.3 | | | 12.3 | | | — | | | (69.8 | ) | | — | |
|
Operating income (expense) | | (6.6 | ) | | 27.1 | | | 59.1 | | | 8.1 | | | (69.8 | ) | | 17.9 | |
|
Non-operating income (expense) | | | | | | | | | | | | |
Acquisition-related gains | | — | | | — | | | — | | | 11.1 | | | — | | | 11.1 | |
|
Acquisition-related expense | | — | | | — | | | (0.2 | ) | | (0.3 | ) | | — | | | (0.5 | ) |
|
Interest expense-investment | | — | | | — | | | (0.7 | ) | | (6.7 | ) | | — | | | (7.4 | ) |
|
Interest expense-corporate | | | | (29.7 | ) | | — | | | — | | | — | | | (29.7 | ) |
|
Other income | | — | | | 0.4 | | | 0.1 | | | — | | | — | | | 0.5 | |
|
(Loss) income before benefit from income taxes | | (6.6 | ) | | (2.2 | ) | | 58.3 | | | 12.2 | | | (69.8 | ) | | (8.1 | ) |
|
Benefit from (provision for) income taxes | | — | | | 1.4 | | | — | | | — | | | — | | | 1.4 | |
|
Net (loss) income | | (6.6 | ) | | (0.8 | ) | | 58.3 | | | 12.2 | | | (69.8 | ) | | (6.7 | ) |
|
Net income attributable to the noncontrolling interests | | — | | | — | | | (0.1 | ) | | 2.7 | | | — | | | 2.6 | |
|
Preferred dividends and accretion of preferred stock issuance costs | | (6.1 | ) | | — | | | — | | | — | | | — | | | (6.1 | ) |
|
Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders | | $ | (12.7 | ) | | $ | (0.8 | ) | | $ | 58.2 | | | $ | 14.9 | | | $ | (69.8 | ) | | $ | (10.2 | ) |
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Net (loss) income | | $ | (3.0 | ) | | $ | 2.4 | | | $ | 35.5 | | | $ | 30.3 | | | $ | (68.2 | ) | | $ | (3.0 | ) |
|
| | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Unrealized foreign currency translation (loss) gain | | (89.0 | ) | | (89.0 | ) | | (21.4 | ) | | (12.6 | ) | | 123 | | | (89.0 | ) |
|
Amounts reclassified out of AOCI during the period | | — | | | — | | | 9.5 | | | (9.5 | ) | | — | | | — | |
|
Loss on marketable securities | | (1.1 | ) | | (1.1 | ) | | — | | | — | | | 1.1 | | | (1.1 | ) |
|
Unrealized forward contract foreign currency (loss) gain | | 20.1 | | | 20.1 | | | 6.5 | | | 11.3 | | | (37.9 | ) | | 20.1 | |
|
Total other comprehensive (loss) income for the period | | $ | (70.0 | ) | | $ | (70.0 | ) | | $ | (5.4 | ) | | $ | (10.8 | ) | | $ | 86.2 | | | $ | (70.0 | ) |
|
| | | | | | | | | | | | |
Comprehensive income | | $ | (73.0 | ) | | $ | (67.6 | ) | | $ | 30.1 | | | $ | 19.5 | | | $ | 18 | | | $ | (73.0 | ) |
|
Comprehensive (income) loss attributable to noncontrolling interests | | — | | | — | | | — | | | 58 | | | — | | | 58 | |
|
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc. | | $ | (73.0 | ) | | $ | (67.6 | ) | | $ | 30.1 | | | $ | 77.5 | | | $ | 18 | | | $ | (15.0 | ) |
|
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Net (loss) income | | $ | (2.7 | ) | | $ | (0.8 | ) | | $ | 23.8 | | | $ | 2.6 | | | $ | (25.7 | ) | | $ | (2.8 | ) |
|
| | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Unrealized foreign currency translation gains | | 8.8 | | | 8.8 | | | 6.4 | | | 2.3 | | | (17.5 | ) | | 8.8 | |
|
Unrealized forward contract foreign currency loss | | (3.6 | ) | | (3.6 | ) | | 0.1 | | | — | | | 3.5 | | | (3.6 | ) |
|
Total other comprehensive income for the period | | $ | 5.2 | | | $ | 5.2 | | | $ | 6.5 | | | $ | 2.3 | | | $ | (14.0 | ) | | $ | 5.2 | |
|
| | | | | | | | | | | | |
Comprehensive (loss) income | | $ | 2.5 | | | $ | 4.4 | | | $ | 30.3 | | | $ | 4.9 | | | $ | (39.7 | ) | | $ | 2.4 | |
|
Comprehensive income attributable to noncontrolling interests | | — | | | — | | | (0.1 | ) | | 0.8 | | | — | | | 0.7 | |
|
Comprehensive (loss) income attributable to Kennedy-Wilson Holdings, Inc. | | $ | 2.5 | | | $ | 4.4 | | | $ | 30.2 | | | $ | 5.7 | | | $ | (39.7 | ) | | $ | 3.1 | |
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Net income (loss) | | $ | 110.6 | | | $ | 119.3 | | | $ | 245 | | | $ | 183.3 | | | $ | (547.6 | ) | | $ | 110.6 | |
|
| | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Unrealized foreign currency translation (loss) gain | | (67.1 | ) | | (67.1 | ) | | 2.5 | | | (16.5 | ) | | 81.1 | | | (67.1 | ) |
|
Amounts reclassified out of AOCI during the period | | (7.1 | ) | | (7.1 | ) | | 1.2 | | | (8.3 | ) | | 14.2 | | | (7.1 | ) |
|
Loss on marketable securities | | (1.1 | ) | | (1.1 | ) | | — | | | — | | | 1.1 | | | (1.1 | ) |
|
Unrealized forward contract foreign currency (loss) gain | | 16.5 | | | 16.5 | | | 5.3 | | | 10.1 | | | (31.9 | ) | | 16.5 | |
|
Total other comprehensive (loss) income for the period | | $ | (58.8 | ) | | $ | (58.8 | ) | | $ | 9 | | | $ | (14.7 | ) | | $ | 64.5 | | | $ | (58.8 | ) |
|
| | | | | | | | | | | | |
Comprehensive income | | $ | 51.8 | | | $ | 60.5 | | | $ | 254 | | | $ | 168.6 | | | $ | (483.1 | ) | | $ | 51.8 | |
|
Comprehensive (income) loss attributable to noncontrolling interests | | — | | | — | | | — | | | (23.5 | ) | | — | | | (23.5 | ) |
|
Comprehensive income attributable to Kennedy-Wilson Holdings, Inc. | | $ | 51.8 | | | $ | 60.5 | | | $ | 254 | | | $ | 145.1 | | | $ | (483.1 | ) | | $ | 28.3 | |
|
|
|
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Elimination | | Consolidated Total |
Net (loss) income | | $ | (6.6 | ) | | $ | (0.8 | ) | | $ | 58.3 | | | $ | 12.2 | | | $ | (69.8 | ) | | $ | (6.7 | ) |
|
| | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Unrealized foreign currency translation gains | | (9.2 | ) | | (9.2 | ) | | (11.6 | ) | | (0.3 | ) | | 21.1 | | | (9.2 | ) |
|
Unrealized forward contract foreign currency loss | | 2.2 | | | 2.2 | | | 5.4 | | | — | | | (7.6 | ) | | 2.2 | |
|
Total other comprehensive income for the period | | $ | (7.0 | ) | | $ | (7.0 | ) | | $ | (6.2 | ) | | $ | (0.3 | ) | | $ | 13.5 | | | $ | (7.0 | ) |
|
| | | | | | | | | | | | |
Comprehensive (loss) income | | $ | (13.6 | ) | | $ | (7.8 | ) | | $ | 52.1 | | | $ | 11.9 | | | $ | (56.3 | ) | | $ | (13.7 | ) |
|
Comprehensive income attributable to noncontrolling interests | | — | | | — | | | (0.2 | ) | | 2.8 | | | — | | | 2.6 | |
|
Comprehensive (loss) income attributable to Kennedy-Wilson Holdings, Inc. | | $ | (13.6 | ) | | $ | (7.8 | ) | | $ | 51.9 | | | $ | 14.7 | | | $ | (56.3 | ) | | $ | (11.1 | ) |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | | | | |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Consolidated Total | | | | |
Net cash provided by (used in) operating activities | | $ | (0.1 | ) | | $ | (25.7 | ) | | $ | 73.7 | | | $ | 37.8 | | | $ | 85.7 | | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | | | | |
Additions to loans | | — | | | — | | | (5.8 | ) | | (470.6 | ) | | (476.4 | ) | | | | |
| | | |
Collections of loans | | — | | | — | | | 15.1 | | | 80.8 | | | 95.9 | | | | | |
| | | |
Net proceeds from sale of real estate | | — | | | — | | | — | | | 16.3 | | | 16.3 | | | | | |
| | | |
Purchases of and additions to real estate | | — | | | (0.6 | ) | | (71.6 | ) | | (1,466.0 | ) | | (1,538.2 | ) | | | | |
| | | |
Proceeds from settlement of foreign forward contracts | | — | | | — | | | — | | | 7.5 | | | 7.5 | | | | | |
| | | |
Purchases of foreign currency options | | — | | | — | | | — | | | (2.2 | ) | | (2.2 | ) | | | | |
| | | |
Distributions from unconsolidated investments | | — | | | 0.3 | | | 51.6 | | | 47.4 | | | 99.3 | | | | | |
| | | |
Contributions to unconsolidated investments | | — | | | (2.0 | ) | | (47.9 | ) | | (89.7 | ) | | (139.6 | ) | | | | |
| | | |
Investment in marketable securities | | — | | | — | | | (11.5 | ) | | — | | | (11.5 | ) | | | | |
| | | |
(Investments in) distributions from consolidated subsidiaries, net | | (159.3 | ) | | (198.4 | ) | | (65.0 | ) | | 422.7 | | | — | | | | | |
| | | |
Net cash (used in) provided by investing activities | | (159.3 | ) | | (200.7 | ) | | (135.1 | ) | | (1,453.8 | ) | | (1,948.9 | ) | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | |
Borrowings under line of credit | | — | | | 90 | | | — | | | — | | | 90 | | | | | |
| | | |
Repayment of line of credit | | — | | | (90.0 | ) | | — | | | — | | | (90.0 | ) | | | | |
| | | |
Borrowings under investment debt | | — | | | — | | | 31.5 | | | 793.6 | | | 825.1 | | | | | |
| | | |
Borrowings under senior notes payable | | — | | | 297.2 | | | — | | | — | | | 297.2 | | | | | |
| | | |
Debt issue costs | | — | | | (7.8 | ) | | (0.6 | ) | | (20.1 | ) | | (28.5 | ) | | | | |
| | | |
Repayment of investment debt | | — | | | (40.0 | ) | | (0.1 | ) | | (32.1 | ) | | (72.2 | ) | | | | |
| | | |
Issuance of common stock | | 190.6 | | | — | | | — | | | — | | | 190.6 | | | | | |
| | | |
Dividends paid | | (28.4 | ) | | — | | | — | | | — | | | (28.4 | ) | | | | |
| | | |
Repurchase and retirement of common stock | | (2.9 | ) | | — | | | — | | | — | | | (2.9 | ) | | | | |
| | | |
Proceeds from issuance of KWE shares | | — | | | — | | | — | | | 1,351.10 | | | 1,351.10 | | | | | |
| | | |
Restricted cash | | — | | | — | | | — | | | (42.6 | ) | | (42.6 | ) | | | | |
| | | |
Acquisition of KWE shares from noncontrolling interest holders | | — | | | — | | | — | | | (16.8 | ) | | (16.8 | ) | | | | |
| | | |
Contributions from noncontrolling interests | | — | | | — | | | — | | | 12.9 | | | 12.9 | | | | | |
| | | |
Distributions to noncontrolling interests | | — | | | — | | | — | | | (24.3 | ) | | (24.3 | ) | | | | |
| | | |
Net cash provided by financing activities | | 159.3 | | | 249.4 | | | 30.8 | | | 2,021.70 | | | 2,461.20 | | | | | |
| | | |
Effect of currency exchange rate changes on cash and cash equivalents | | — | | | — | | | — | | | 10.8 | | | 10.8 | | | | | |
| | | |
Net change in cash and cash equivalents | | (0.1 | ) | | 23 | | | (30.6 | ) | | 616.5 | | | 608.8 | | | | | |
| | | |
Cash and cash equivalents, beginning of year | | — | | | 48.2 | | | 77.2 | | | 52.8 | | | 178.2 | | | | | |
| | | |
Cash and cash equivalents, end of period | | $ | (0.1 | ) | | $ | 71.2 | | | $ | 46.6 | | | $ | 669.3 | | | $ | 787 | | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | | | | |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions) | | Parent | | Kennedy-Wilson, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Consolidated Total | | | | |
Net cash (used in) provided by operating activities | | $ | 0.2 | | | $ | (62.2 | ) | | $ | 36.5 | | | $ | 8.4 | | | $ | (17.1 | ) | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | | | | |
Additions to loans | | — | | | (8.2 | ) | | (22.1 | ) | | — | | | (30.3 | ) | | | | |
| | | |
Collections of loans | | — | | | 4.9 | | | 38 | | | 0.1 | | | 43 | | | | | |
| | | |
Net proceeds from sale of real estate | | — | | | — | | | 10.1 | | | 0.4 | | | 10.5 | | | | | |
| | | |
Purchases of and additions to real estate | | — | | | — | | | (31.3 | ) | | (84.6 | ) | | (115.9 | ) | | | | |
| | | |
Capitalized Development Costs | | — | | | (1.3 | ) | | — | | | — | | | (1.3 | ) | | | | |
| | | |
Proceeds from maturities to short term investments | | — | | | 10 | | | — | | | — | | | 10 | | | | | |
| | | |
Distributions from unconsolidated investments | | — | | | 0.4 | | | 135.7 | | | 7.2 | | | 143.3 | | | | | |
| | | |
Contributions to unconsolidated investments | | — | | | (2.3 | ) | | (214.6 | ) | | (97.4 | ) | | (314.3 | ) | | | | |
| | | |
(Investment in) distributions from consolidated subsidiaries, net | | (263.2 | ) | | 178.7 | | | 8.1 | | | 76.4 | | | — | | | | | |
| | | |
Net cash (used in) provided by investing activities | | (263.2 | ) | | 182.2 | | | (76.1 | ) | | (97.9 | ) | | (255.0 | ) | | | | |
| | | |
Cash flows from financing activities: | | | | | | | | | | | | | | |
Borrowings under line of credit | | — | | | 125 | | | — | | | — | | | 125 | | | | | |
| | | |
Repayment of lines of credit | | — | | | (125.0 | ) | | — | | | — | | | (125.0 | ) | | | | |
| | | |
Borrowings under investment debt | | — | | | — | | | 18.7 | | | 53.6 | | | 72.3 | | | | | |
| | | |
Repayment of investment debt | | — | | | — | | | — | | | (1.1 | ) | | (1.1 | ) | | | | |
| | | |
Debt issue costs | | — | | | (1.3 | ) | | (0.1 | ) | | (0.4 | ) | | (1.8 | ) | | | | |
| | | |
Issuance of common stock | | 276 | | | — | | | — | | | — | | | 276 | | | | | |
| | | |
Repurchase of warrants | | (1.4 | ) | | — | | | — | | | — | | | (1.4 | ) | | | | |
| | | |
Dividends paid | | (16.3 | ) | | — | | | — | | | — | | | (16.3 | ) | | | | |
| | | |
Contributions from noncontrolling interests | | — | | | — | | | — | | | 0.9 | | | 0.9 | | | | | |
| | | |
Intercompany receivables, net | | — | | | (21.9 | ) | | — | | | 21.9 | | | — | | | | | |
| | | |
Distributions to noncontrolling interests | | — | | | — | | | — | | | (0.4 | ) | | (0.4 | ) | | | | |
| | | |
Exercise of warrants | | 4.7 | | | — | | | — | | | — | | | 4.7 | | | | | |
| | | |
Net cash provided by (used in) financing activities | | 263 | | | (23.2 | ) | | 18.6 | | | 74.5 | | | 332.9 | | | | | |
| | | |
Effect of currency exchange rate changes on cash and cash equivalents | | — | | | 0.2 | | | (10.4 | ) | | 9.9 | | | (0.3 | ) | | | | |
| | | |
Net change in cash and cash equivalents | | — | | | 97 | | | (31.4 | ) | | (5.1 | ) | | 60.5 | | | | | |
| | | |
Cash and cash equivalents, beginning of period | | — | | | 64.5 | | | 38.5 | | | 17.9 | | | 120.9 | | | | | |
| | | |
Cash and cash equivalents, end of period | | $ | — | | | $ | 161.5 | | | $ | 7.1 | | | $ | 12.8 | | | $ | 181.4 | | | | | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |