XML 81 R21.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity
3 Months Ended
Mar. 31, 2015
Equity [Abstract]  
EQUITY
EQUITY
Common Stock
In March 2015, Kennedy Wilson completed an offering of 7.5 million shares of its common stock, which raised $187.2 million of net proceeds.
Dividend Distributions
During the following periods, Kennedy Wilson declared and paid the following cash distributions on its common and preferred stock:
 
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
(Dollars in millions)
 
Declared
 
Paid
 
Declared
 
Paid
Preferred Stock
 
 
 
 
 
 
 
 
Series A (1)
 
$
1.5

 
$
1.5

 
$
1.5

 
$
1.5

Series B (2)
 
0.5

 
0.5

 
0.5

 
0.5

Total Preferred Stock
 
2.0

 
2.0

 
2.0

 
2.0

Common Stock (3)
 
12.5

 
8.7

 
8.2

 
5.8

Total (4)
 
$
14.5

 
$
10.7

 
$
10.2

 
$
7.8

                           
(1) 6.00% Series A, 100,000 shares issued and outstanding as of March 31, 2015 and 2014, mandatorily convertible on May 19, 2015, or earlier at the option of the holders thereof. The conversion price for the Series A mandatory convertible preferred stock was $11.74 and $11.91 per share as of March 31, 2015 and March 31, 2014, respectively, and is subject to further adjustment pursuant to customary anti-dilution provisions.
(2) 6.45% Series B, 32,550 shares issued and outstanding as of March 31, 2015 and 2014, mandatorily convertible on November 3, 2018, or earlier at the option of the holders thereof, or, in certain circumstances, at our election on or after May 3, 2017. The conversion price for the Series B mandatory convertible preferred stock was $10.13 and $10.27 per share as of March 31, 2015 and March 31, 2014, respectively, and is subject to further adjustment pursuant to customary anti-dilution provisions.
(3) $0.0001 par value per share, 200,000,000 and 125,000,000 shares authorized as of March 31, 2015 and 2014 respectively.
(4) Common stock dividends were declared at the end of each quarter and paid in the following quarter. The amount declared and not paid is accrued on the consolidated balance sheet.
Share-based Compensation
During the three months ended March 31, 2015 and 2014, KW Group recognized $7.3 million and $1.7 million of compensation expense related to the vesting of restricted stock grants. The increase for the three months ended March 31, 2015 is due to $5.9 million of expense recognized during the first quarter of 2015 in relation to the 3.3 million shares of restricted stock grants issued in July of 2014 under Kennedy Wilson's Amended and Restated 2014 Equity Participation Plan.
Accumulated Other Comprehensive Income
    
The following table summarizes the changes in each component of accumulated other comprehensive income (loss), net of taxes:
 
 
Foreign Currency Translation
 
Currency Derivative Contracts
 
Marketable Securities
 
Total Accumulated Other Comprehensive Income
(Dollars in millions)
 
 
 
 
 
 
 
 
Balance at December 31, 2014
 
$
(42.4
)
 
$
14.4

 
$
(0.2
)
 
$
(28.2
)
Unrealized (loss) gains, arising during the period
 
(175.2
)
 
30.7

 
0.1

 
(144.4
)
Amounts reclassified out of AOCI during the period
 
(0.3
)
 

 
(0.1
)
 
(0.4
)
Taxes on unrealized gains (losses), arising during the period
 
70.3

 
(12.3
)
 

 
58.0

Noncontrolling interest
 
73.4

 
(6.9
)
 

 
66.5

Balance at March 31, 2015
 
$
(74.2
)
 
$
25.9

 
$
(0.2
)
 
$
(48.5
)

The functional currencies for our interests in foreign operations include the euro, the British pound sterling, and the Japanese yen. The related amounts on KW Group's balance sheets are translated into U.S. dollars at the exchange rates at the respective financial statement date, while amounts on its statements of operations are translated at the average exchange rates during the respective period. The increase in the unrealized losses on foreign currency translation is a result of the strengthening of the U.S. dollar against the euro, the British pound and the Japanese yen during the three months ended March 31, 2015.
In order to manage currency fluctuations, KW Group entered into currency derivative contracts to manage its exposure to currency fluctuations between its functional currency (U.S. dollars) and the functional currency (euros, GBP and Yen) of certain of its wholly-owned and consolidated subsidiaries. See note 6 for a more detailed discussion of KW Group's currency derivative contracts.
As discussed throughout this report, we are required under US GAAP to consolidate certain non-wholly owned subsidiaries or investments that we control.  As such, our financial statements reflect currency translation adjustments and related hedging activities on a gross basis. In many instances, these fluctuations are not reflective of the actual foreign currency exposure of the underlying consolidated subsidiary. For example, we are required to translate the activities of KWE into US dollars even though KWE does not invest in US dollar denominated assets.  Therefore, it is important to look at the provided currency translation and currency derivative adjustment information net of noncontrolling interests to get a more accurate understanding of the actual currency exposure for the Company
Noncontrolling Interests
Noncontrolling interests consist of the ownership interests of noncontrolling shareholders in consolidated subsidiaries,
and are presented separately on KW Group's balance sheet. As of March 31, 2015 and December 31, 2014 KW Group had noncontrolling interest of $2.0 billion and $2.1 billion, respectively. The decrease in noncontrolling interest was due to $66.5 million of foreign currency losses, net of hedges allocated to noncontrolling interest holders, and $47.9 million of distributions made to noncontrolling interest holders, offset by $4.1 million of contributions made to noncontrolling interest holders. Additionally, the Company increased its ownership in KWE through the acquisition of $22.5 million worth of KWE shares from noncontrolling interest holders, thus reducing the noncontrolling interest.
Kennedy Wilson currently owns approximately 16.0% of KWE’s total issued share capital as of March 31, 2015.  Due to the terms provided in the investment management agreement between KWE and a wholly-owned subsidiary of Kennedy Wilson, the results of KWE are consolidated in KW Group's financial statements.