Kennedy-Wilson Holdings Inc.

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Thank you, and good morning. Thank you for joining us today. With me today are Bill McMorrow, CEO, Matt Windisch, President, Justin Embody, CFO, and Mike Pegler, President of Europe. On this call, we refer to certain non-GAAP financial measures, including adjusted EBITDA and adjusted net income. You can find a description of these items with the reconciliation of the most directly comparable GAAP financial measure and our fourth quarter 2023 earnings release, which is posted on the investor relations section of our website. Today's call will be webcast live. It will be archived for replay. The replay will be available by phone for one week and by webcast for three months. Please see the investor relations website for more information. Statements made during this call may include 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 would now like to turn the call over to our Chairman and CEO, Bill McMorrow.

Thanks, Devin. Good morning, everyone, and thank you for joining us today. Yesterday, we reported our results for the fourth quarter and the full year of 2023, which highlighted further expansion of our investment management business, NOI growth across our global multifamily portfolio, and solid progress on completing and stabilizing our newly developed assets, including almost 4,000 multifamily units in the western U.S. and Dublin. Our investment management platform outperformed expectations in 2023. Fee-bearing capital grew by an impressive 42% to a record $8.4 billion. The significant growth was driven by a 148% increase in our credit platform, which benefited from the $4.1 billion construction loan portfolio acquisition, which was the largest single transaction in our company's history. The portfolio is heavily weighted to multifamily development projects. The most important benefit of the transaction was the exceptional team of 38 people that originated the loans and joined KW, We currently have $1.3 billion of new construction loans in our closing pipeline, all of which are multifamily properties, and are expecting to originate approximately $3 billion of total new loans in 2024, depending on market conditions. Our financial results were impacted by non-cash theoretical fair value adjustments related to assets that are performing well and held in partnerships with very large sovereign wealth funds and financial institutions. However, excluding the impact of fair value investments, adjusted EBITDA would have totaled $472 million in 2023. In December, we announced an 18-month cost reduction plan aimed at reducing total overhead costs by $15 to $20 million annually, as well as a non-core asset sale program that is expected to generate over $550 million of cash to KW. Thus far, two months into this year, we have either implemented or identified approximately 70 percent of the cost cuts and have either completed or are under contract in over half of the asset sales, which would generate cash to KW of $320 million and GAAP gains on sale in excess of $100 million. I am proud of the progress we have made across a number of our initiatives, and importantly, how we have positioned the company to take advantage of future opportunities that may arise in 2024. Over the last three decades, we have been global investors in real estate equity and debt, and now with our new construction lending team, we can provide capital to any part of the real estate capital structure. Our people enable us to continue deploying capital from KW and our partners into new investments, which will generate significant risk-adjusted returns. While global real estate investment activity declined between 60% to 70% in 2023, we anticipate more opportunities in 2024 as inflation is clearly eased and there is a high likelihood of the Fed pivoting to lower interest rates. We have very minimal debt maturities in 2024 and has repeatedly happened at KW. Periods of dislocation have presented us our greatest growth opportunities. As such, I'd like to highlight a few priorities for KW this year. First, we are focused on growing our global credit business. In December, we raised an additional $2 billion of new external capital commitments for our debt platform, which totaled $6.6 billion in outstanding loans and future funding commitments, with approximately $4 billion of drive power for future originations. We are well positioned as one of the very few active multifamily construction lenders in the market today. Second, we look to find new opportunities to grow our stabilized multifamily portfolio. A large part of this growth will be driven by the near-term stabilization of the approximately 4,000 units that is expected to add $43 million of estimated annual NOI to KW. We are also entering a period of time that could present an increase in investment opportunities from financially distressed owners as upcoming debt maturities will significantly impact borrowers with floating rate debt. And third, we are planning on growing our industrial assets under management, which today totals over 11 million square feet, where leasing trends remain favorable. We added to our logistics portfolio in the fourth quarter in both the United States and in Europe. With that, I'd like to turn the call over to our CFO, Justin Embody, to discuss our financial results.

Thanks, Bill. I'd like to start by covering some of the key drivers of our Q4 financial results. Consolidated revenues improved to $140 million in the quarter and $563 million for the year, an increase of 4% compared to 2022 and 24% compared to 2021. Investment management fees totaled $62 million for the year, an increase of 38% from 22 and up 75% from 2021. including our co-investment portfolio, our share of recurring property NOI, and fees totaled $131 million in the quarter or $524 million on an annualized basis. Similar to trends we saw in Q3, our unconsolidated investments, which are largely held at fair value, were impacted by non-cash adjustments. In Q4, we saw valuations depreciate by 4%, resulting in $176 million of fair value reductions, with estimated values being impacted by higher implied cap rates as a result of the overall interest rate environment. However, since year-end, the outlook remains favorable as we believe we are entering a period of time with a more supportive backdrop, with expected improvements in both inflation and the cost of capital. Our dispositions remain muted in the quarter with a focus on non-core assets. We sold a number of retail assets and one smaller office asset in the U.K., These sales generated $83 million of cash to Kennedy Wilson. In total, we had a gap net loss of $1.78 per share, which includes non-cash items such as depreciation and fair value adjustments, totaling $1.54 per share. Adjusted EBITDA totaled a loss of $129 million in Q4. Excluding the non-cash fair value-related reductions, our adjusted EBITDA would have been $46 million in Q4 or $472 million year-to-date. Turning to our balance sheet and debt profile, at quarter end, we had $314 million of consolidated cash and $150 million drawn on our $500 million line of credit. Our share of total debt is 99% fixed or hedged, with a weighted average maturity of 5.3 years. As of year-end, our interest rate hedges have a weighted average maturity of 1.6 years and a weighted average strike of 2.6%, which is well below today's rates. We continue to collect cash as a result of our hedging activities, which is not reflected as an offset to our interest expense in our income statement. In Q4, we collected $13 million of cash, bringing our year-to-date total to $38 million of cash received from our interest rate hedges. Our effective interest rate of 4.4% remained essentially flat from the end of 2022 and reflects 60 basis points of savings over our contractual rate due to our hedging strategy. Our debt maturities in 2024 are limited, representing 4% of our total debt. Over 80% of the maturities relate to fixed assets. In the U.S., we have two multifamily assets maturing with agency loans. One is on track to refinance in Q1. The second matures in November. In Europe, there are four key maturities, one of which we anticipate paying off, totaling $48 million using the proceeds from our retail asset sales, which are largely complete already. We have a loan maturing in May, which we are in the process of refinancing, and the remaining two maturities are not until November and December. And with that, I'd like to turn the call over to our president, Matt Windisch, to discuss the investment portfolio.

Thanks, Justin. Starting with our multifamily business, which is largely suburban and totals 38,000 units, our portfolio produces $270 million in estimated annual NOI to KW, which represents 55% of our stabilized portfolio. Our multifamily development and lease-up portfolio totals an additional 3,800 units, which once stabilized, we expect to add $43 million to estimated annual NOI by the end of 2025. Globally, same property revenue grew by 4%, with NOI up approximately 3% in Q4, as we continue to see many of the same trends from the prior quarter. In the U.S., we saw seasonal leasing trends pick up in the fourth quarter, with renewal leasing spreads totaling 3.3% and loss to lease totaling approximately 2% at quarter end. We are encouraged with the improvements we saw in January, with renewal spreads increasing to 3.8% and asking rents of 2%. In our largest apartment region, the Mountain West, we saw occupancies improve by 1.5%, leading to revenue growth of 3% and NOI growth of 2%. Our Mountain West assets are diversified across six states, Colorado, Nevada, New Mexico, Utah, Arizona, and Idaho. Our Mountain West portfolio's average rents are priced at an attractive $1,600, and we believe these markets will continue to draw residents seeking a more affordable, higher quality of life. In our California portfolio, we made great progress working through delinquencies and releasing units, while also seeing lower levels of bad debt. This led to strong revenue growth of over 5% and NOI growth of 4%. Overall, we have recaptured approximately two-thirds of our units from non-paying tenants in 2023, With our California assets still seeing elevated levels of legal and turnover costs and currently having a loss to lease of 4%, the region is set up for further NOI growth as we work through the remaining delinquencies. Overall, we believe renter fundamentals in the U.S. remain healthy. The high cost of home ownership and continued household formation will drive further demand for rental housing, while a noticeable decline in construction starts should moderate the supply side. The stats I just walked through, however, run contrary to the change in fair values that were reported on some of our multifamily co-investment properties in 2023. To give an example, we have a nine-property apartment portfolio in which we sold a 49% stake to a large institutional investor in 2021. Since that time, the NOI on those assets has grown by 17%, and the operating cash flow after debt service on our 3.62% fixed-rate debt with an average maturity of 5.5 years, has grown by more than 20%, including growth of 10% in 2023 alone. However, due to increases in implied cap rates off of a limited transaction data and based on third-party appraisals, we took a $40 million non-cash mark-to-market loss on these assets during 2023. We have no intention to sell any of these assets in the short term as we continue to grow the cash flows and complete the business plan. At our vintage housing affordable portfolio, we saw strong revenue growth of almost 10%, driven by increasing levels of area median income, resulting in a robust NOI growth of 7%. In Q4, we stabilized 161 unit property, which was the fourth vintage property stabilized in 2023. We have another 1,600 units in our development pipeline, which will grow the portfolio to 12,000 stabilized units, which is more than double than the 5,500 units we initially acquired back in 2015. There continues to be a strong need for affordable housing in the country, while our developments routinely have long wait lists of potential renters. As such, we continue to explore new opportunities to grow our vintage portfolio. Moving over to Dublin, our portfolio there remains close to full at 97% occupancy at year end. Last year, we delivered almost 800 new units which are over 50% leased today, and we remain on track to deliver another 230 units next month. Our leasing on these new developments continues to perform ahead of our business plan as a result of the significant structural undersupply of rental housing in Dublin and the continued growth of the Irish economy. Turning to our office portfolio, our office NOI is largely derived from our high-quality assets located in Dublin as well as in the UK. We saw strong performance in our Dublin stabilized portfolio with occupancy of 95% and same property NOI increasing by 6% due to successful rent reviews, which as a reminder, is a unique feature allowing a mark to market on rents during the lease term. Excluding our development asset, our stabilized portfolio in Dublin totals nine properties with very limited space available, with the majority of the assets 100% occupied. Overall, same property revenue and NOI in our European office portfolio was up slightly in the quarter, which contributed to 2% NOI growth for the year. Our stabilized portfolio in Europe is well leased to a solid roster of tenants with a weighted average lease term of 7.7 years to expiration and healthy occupancy of 94%. In the U.S., in Q4, we stabilized an office asset in suburban Los Angeles adding approximately $5 million to estimated annual NOI. In total, our consolidated U.S. office portfolio accounts for only 6% of our total estimated annual NOI. Now transitioning over to the key platforms within our investment management business. Starting with credit, as Bill mentioned, our credit platform grew by an impressive 148% in 2023 and today represents 56% of our total fee-bearing capital. We have successfully onboarded the 38-person team from PacWest, who are now fully vertically integrated and working through a pipeline of over $1 billion in new potential construction loan opportunities with a focus on the multifamily sector. The platform's economics continue to be very attractive. KW's ownership interest in these new loans is 2.5%, and the returns have benefited from the high interest rate environments. Today, we are able to generate unlevered returns, including fees, on our invested capital of over 20% while lending to very high-quality borrowers at low leverage points. The team's long-term successful track record, strong relationships, and the lack of traditional lenders in the market positions us extremely well to deploy the $4 billion of dry powder and continue expanding this platform in 2024 and beyond. Along with our credit business, our industrial portfolio is another important platform within our investment management business. Fundamentals for our European industrial portfolio remain healthy, with supply chain pressures, undersupply in certain markets, and continued strength in the occupational markets, all leading to strong demands. Our portfolio is over 98% occupied, with the majority of our vacant space under offer. We've also seen strong demand from our existing tenants to remain in our properties with tenants engaging in early discussions to extend their leases ahead of expiration. During the quarter, we added another asset to our EU industrial portfolio, which now totals $1.6 billion in assets under management. For the full year, we completed 78 leasing transactions, delivering a 53% increase in rent, which was well ahead of our business plan. In-place rents are approximately 25% below market, providing an opportunity for us to mark to market rents over the years ahead. Growing our industrial platform with our strategic partners continues to be a focus for us globally. Our European joint venture has over $1 billion in AUM capacity, and we are monitoring a number of opportunities we hope to add to this platform. We also have over 2 million square feet of industrial in the U.S., where our focus has been on small and mid-bay properties with a significant embedded loss to lease. With that, I'd like to pass it back to Bill.

Thank you, Matt. Fundamentals remain very strong within our multifamily credit and industrial portfolio. We have our best team of people we've ever had at KW, and we have partners willing to invest meaningful capital alongside KW's capital. There should be tremendous investment opportunities as we move into the second half of 2024, driven primarily by debt maturities. We are also nearing completion on almost all of our development projects with minimal capital left to spend and converting these assets currently into cash-flowing properties. Our asset sale program is progressing very well. We are reducing overhead levels. And our income streams from our investment management business and our property level NOI are growing at solid growth rates. With that, I'd like to turn it over to Devon and open it up to any questions.

We will begin the question and answer session. And to ask a question, you may press star then one on your touchstone phone. Again, star one. If you're using a speakerphone, please pick up your handset before pressing the keys. And if at any time your question has been addressed and you would like to withdraw your question, please press star then two. Our first question today is from Anthony Polone from J.P. Morgan. Anthony, please go ahead.

Thank you. I guess my first question is you all are making progress on the dispositions and raising capital that you outlined, I think, back in December. But should we think about that as just capital that you want to harvest and redeploy, or do you think we should expect a lower level of leverage for KW overall as we look out?

Well, I think, Tony, it's a combination of both because some of these properties that we're disposing of have debt attached to them. So, obviously, when you're selling the assets, you're going to pay off that debt. We have a cash plan for this year that is going to allow us to not only lower our debt but redeploy capital into new investment projects. activities, including like Matt went through with the debt business. Because if we're doing, you know, $3 to $4 billion worth of debt this year at 2.5%, that's, you know, almost $100 million of capital. If I did the math correctly, sorry. Yeah, it's about $85 million worth of capital that we're going to deploy into the debt business. So, yeah.

But I guess my question is thinking about like your view on leverage as a company, if we look through to just, you know, whether it's your co-investments, funds, wholly owned assets, like historically, I don't know, maybe you've run, you know, 55, 60% or so levered. Do you think that's still the right level over time or do you think you want to bring that down?

Tony, it's Matt. So I think just to emphasize what Bill was saying, when we announced the plan in December, a use of these asset sale proceeds, I mean, one obviously is to continue to fund and grow the business, in particular the co-investment business. But another big part would be to, you know, potentially purchase our own securities as well as pay off debt, including our line of credit. So I think doing a combination of both will enable us to bring the leverage down over that 18-month period of time.

Okay, and that kind of is going to go into my next question about just the stock at these levels, like how does buyback fit into just overall thinking about capital allocation?

Yeah. I think, Matt, it was 2018 we authorized a $500 million share buyback program, and out of that program we actually spent $375 million. And so we have $125 million worth of capacity left in that buyback program. And clearly the stock, along with, you know, other things like Matt talked about, reducing debt and reinvesting, that is clearly an investment opportunity that we are focused on.

Okay. And then just, you know, last one on this item, just the dividend, you've maintained it at the current level, but, you know, also going into the idea of just, you know, preserving liquidity and having cash? How should we think about the dividend on a go-forward basis?

Well, like I always say, we review that every quarter. In our plan for this year, we're going to be generating significant amounts of cash, both from our disposition plan and from distributions that come out of our properties. But as I always say, we look at that every quarter and Given the progress that we've made, particularly on these asset dispositions so early in the year, the Board felt comfortable continuing the dividend at its current level.

Okay. Thank you.

And our next question comes from Josh Dennerlein from Bank of America Merrill Lynch. Josh, you may go ahead.

Yeah. Hey, everyone. Thanks for the time. I just wanted to ask about maybe first just like the trends that you're seeing in the Mountain West markets for your multifamily business. It looks like maybe the rent growth is slowing there from a market-wise perspective, but then kind of thinking about your portfolio and how you do a lot of value-add projects, you might get like an uplift there. So just kind of can you help us think about the potential NOI growth across that part of the portfolio?

Absolutely. This is Matt. So, as I mentioned in my remarks, we think, you know, if you kind of start off with the affordability, so we're at $1,600 average rent in that market, which if you compare that to other markets in the western U.S., is a significant discount. That all being said, I mean, there clearly has been, you know, a higher level of supply that's come on recently in those markets, which has put some pressure on our ability to grow the rents at the pace we were growing them at. over the past several years. I think the good news on that front is the level of supply going forward is dissipating in those markets. And so we're going to have, you know, some of the best in class products, you know, at affordable prices in markets that continue to attract people for, you know, job growth and other factors. So, you know, we, during the pandemic, those markets were obviously roaring, doing extremely well and kind of outpacing the business plan. So, We feel great about the portfolio, but the days of 10% rent growth there are probably behind us, but we think we can continue to compound and grow those rents over time.

Okay, I appreciate that. And then maybe just turning to your office portfolio, I think you had a move out in one of your Bellevue assets during the quarter. Just kind of curious on like releasing opportunities there, how you're thinking about the asset, and then maybe there are any other kind of move outs we should be thinking about prospects for releasing.

Yeah. So Josh, that was, that was the main asset that, uh, in terms of, uh, you know, vacancy within the U S portfolio. So we did have a tenant move out, uh, at the beginning of the fourth quarter. Um, what I'd say there is we have a very, very low basis in that asset. We've owned it for a long time. Um, obviously the Seattle market, um, is, is challenged right now. Um, that all being said, the leasing activity, kind of if you look at Q4 to even Q1 overall has definitely picked up. And I think there we have the ability, just given our basis, to do deals. And so, you know, we're confident that we're going to be able to get that property leased, you know, over the next, you know, 12 to 18 months. And we've got the right team working on it and we'll get it done. The other thing I'd mention is there's, you know, one other building there that is currently occupied as part of that complex and You know, we're in discussions to potentially sell that asset and get cash that would, in essence, pay down the entire debt on that entire three-building portfolio. So we feel pretty good about that asset.

Yeah, I mean, Matt, the only thing I'd add, that asset came to us through a sale of an apartment building that we exchanged into that asset. So to add to Matt's point, we have an attractive cost basis for in the asset, and it was somewhat of a, I don't know if I'd call it unique, but the tenant that left was an extremely large technology company based in the Seattle market that has built out their own campus. And so it had nothing, no reflection on the asset, it was just the business plan of that particular tenant.

Thanks for the call, guys.

Thank you. And again, to enter the question queue, press star 1. Our next question comes from . Go ahead, please. Yes, good morning, everyone.

A lot of positive commentary just around opportunities to grow the loan book. Again, you guys are one of the few names out there that actually have capital to do that. I'm assuming, again, you're going to price accordingly for that. But on the flip side, I wonder, does capital start becoming too expensive for someone who wants to take a loan? And actually, there's going to be less construction activity going forward, so less opportunities to actually originate loans. Just kind of curious how you think through those two things to help us kind of get a better sense of just, you know, how much the loan book could grow over the next 12 months.

Yeah, big question, Teo. Yeah, I mean, I'd say certainly construction activity overall has reduced from where it was a couple years ago. Obviously, rates are higher, construction costs have gone up, so there's no question that, you know, housing starts, as an example, are slowing. I think if you think about that side of it, there's the flip side, too, that if you look at the traditional lenders in this space, the regional banks of the world, some of the private credit funds that use back leverage, where we're doing this all unlevered, have been less active in the market. And so what we feel like is that the overall pie may be shrinking, but we think with our expertise and the team we brought on from Pacific Western Bank, and our reputation in the market, we're going to continue to get a bigger and bigger piece of that pie. So we feel confident. You know, the pipeline kind of speaks for itself. We have over a billion we've already signed up and we're in closing on. So we feel like we can continue to grow the book. I mean, the other side of it, too, is in terms of payoffs, you know, some people who are looking for permanent financing, you know, are not paying off as quickly as – And I think that's a good thing because now we have, you know, fully leased properties that are still being – we're still getting paid construction loan spreads on those. And so I think in terms of the runoff of the book, it may be a bit slower certainly for the first half of, you know, of this year.

Gotcha. That's helpful. Thank you.

Okay, and this concludes our question and answer session. And I would like to turn the conference back over to Bill McMorrow for some closing remarks.

Thank you, everybody. And as I will say, too, you know, we're always available, any of us, to have for any further follow-up with you. So thank you very much and have a great day.

This has concluded the conference. Thank you for attending today's presentation. You may now disconnect and have a great day.