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8-K - 8-K - KKR Financial Holdings LLCa14-10997_18k.htm

Exhibit 99.1

 

 

KKR Financial Holdings LLC Announces First-Quarter 2014 Financial Results

 

SAN FRANCISCO, April 23, 2014—KKR Financial Holdings LLC (NYSE:KFN) (“KFN” or the “Company”) today announced its results for the first quarter ended March 31, 2014.

 

First-Quarter 2014 Highlights

 

·                  Net income available to common shareholders for the first quarter ended March 31, 2014 totaled $101.3 million, or $0.49 per diluted common share, compared to $91.6 million, or $0.46 per diluted common share, for the prior-year period.

 

·                  Adjusting to exclude provisions for loan losses, total other income, and management incentive fees, the Company earned $41.3 million, or $0.20 per diluted common share, for the quarter ended March 31, 2014, compared to $45.6 million, or $0.23 per diluted common share, for the prior-year period.(1)

 

·                  Run-rate cash earnings per share were $0.16 per common share, compared with $0.17 for the quarter ended December 31, 2013.(1)

 

·                  Total net cash earnings per share, which include the impact of realized cash gains on investments and incentive fees paid to the Company’s manager, were $0.15 per common share, compared with $0.25 for the quarter ended December 31, 2013.(1)

 

·                  Book value per common share was $10.83 as of March 31, 2014, up from $10.58 as of December 31, 2013 and $10.16 as of March 31, 2013.

 

·                  The Board of Directors has not declared a quarterly distribution, pending results of the Company’s April 30, 2014 special meeting of shareholders to approve its proposed merger with KKR & Co. L.P. (NYSE:KKR) (“KKR”).

 

For the three months ended March 31, 2014, the Company reported net income available to common shareholders of $101.3 million, or $0.49 per diluted common share, compared to $91.6 million, or $0.46 per diluted common share, for the prior-year period.

 

The Company’s first-quarter 2014 results included total revenues of $140.6 million, total investment costs and expenses of $73.8 million, total other income of $72.8 million, and total other expenses of $31.5 million. Comparatively, KFN’s first quarter 2013 results reflected total revenues of $140.5 million, total investment costs and expenses of $81.0 million, total other income of $74.2 million, and total other expenses of $34.8 million.  In addition, the Company expensed a $6.9 million distribution on its perpetual preferred shares for the first quarter of 2014, compared with a $6.7 million partial-period distribution in the same quarter of 2013, during which the shares were issued.

 

Total revenues of $140.6 million for the first quarter of 2014 were in line with the prior-year period.  This resulted from a combination of a $20.2 million increase in oil and gas revenues, stemming from a higher level of production from a larger portfolio than in the prior-year period as the Company continued to fund pre-existing commitments to deploy capital, and a $19.2 million decline in loan and securities interest income to $93.9 million.  The decline in loan and securities interest income was primarily attributable to (a) an $8.6 million decline in scheduled and prepayment-related discount accretion from the Company’s loan portfolio, which was held closer to par at March 31, 2014 than at March 31, 2013; (b) a $5.4 million decline in loan interest income stemming from a reduction in the annualized weighted average interest rate being earned on the Company’s loan portfolio, which was partially offset by modest year-over-year growth in Company’s loan portfolio; and (c) a $4.1 million decline in corporate debt securities interest income, driven in combination by material reductions in the interest rate earned on, and the prepayment-related discount accretion generated by, the Company’s high-yield bond holdings during the first quarter of 2014 relative to the first quarter of 2013.

 


(1)  Not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  See Schedules III and IV for reconciliations of such measures to financial results prepared in accordance with GAAP.

 



 

Total investment costs and expenses of $73.8 million for the first quarter of 2014 represented a decline of approximately 9% from the prior-year period.  This was primarily due to the recording of a provision for loan losses of $11.1 million for the first quarter of 2013 as compared to no provision being recorded for the current period.  In addition, interest expense and interest expense to affiliates declined by $4.6 million, primarily driven by a write-off of $4.0 million of previously capitalized costs related to termination of conversion rights on the Company’s 7.500% convertible senior notes in the first quarter of 2013.  However, expenses associated with the Company’s oil and gas portfolio increased by approximately $9.5 million from the prior-year period, substantially in connection with increased depletion, depreciation, and amortization expense generated by a higher level of production from a larger portfolio than in the prior-year period.

 

Total other income of $72.8 million for the first quarter of 2014 resulted largely from mark-to-market gains on the Company’s assets during the period, but reflected a decrease of approximately 2% from the prior-year period predominantly comprising a $17.0 million decline in net realized and unrealized gains on investments as well as a $5.2 million decline in other income.  Favorably, no net loss on extinguishment of debt was recorded for the first quarter of 2014, compared with a $20.3 million loss taken in the prior-year period in connection with the Company’s termination of conversion rights on its 7.500% convertible senior notes due 2017.

 

Total other expenses of $31.5 million for the first quarter of 2014 declined by approximately 10% from the prior-year period.  This resulted predominantly from a decrease in related-party management compensation of $2.7 million, largely comprising a $4.3 million reduction in incentive fees paid to the Company’s manager in connection with quarterly performance partially offset by a $1.8 million increase in management fees paid to the manager.

 

Book Value

 

Book value per common share increased to $10.83 as of March 31, 2014 from $10.58 as of December 31, 2013.  The increase was predominantly driven by first-quarter net income available to common shareholders of $0.49 per diluted common share.  Partially offsetting this were (a) an increase in the Company’s accumulated other comprehensive loss, a component of shareholders’ equity, of $0.03 per diluted common share, resulting from decreases in the value of certain interest rate swaps designated as cash flow hedges and securities available for sale, and (b) distributions of $0.22 per share paid to common shareholders during the quarter.

 

Distribution

 

The Board of Directors has not declared a quarterly distribution on its common shares in light of the Company’s April 30, 2014 special meeting of shareholders to approve its proposed merger with KKR.

 

Should the merger be approved, it is expected that the Company’s common shareholders will be common unitholders of KKR in advance of the expected record date related to KKR’s next anticipated quarterly distribution.  As such, they would receive a quarterly distribution from KKR in lieu of a quarterly KFN distribution.  KKR will report its first-quarter earnings, including any distribution payable to common unitholders, on April 24, 2014.

 

In the event that the merger is not approved by common shareholders of KFN, the board may reevaluate its decision not to declare a quarterly distribution.

 

Supplemental Information

 

A slide presentation containing supplemental commentary about the Company’s financial results for the fiscal quarter ended March 31, 2014 may be accessed through the KFN Investor Relations section of the KKR website at http://ir.kkr.com/kfn_ir/kfn_events.cfm.

 

From time to time the Company may use its website as a channel of distribution of material company information.  Financial and other important information regarding the Company is routinely posted on and accessible at the KFN Investor Relations section of www.kkr.com, where you may also enroll your email address to receive automatic email alerts and other information about the Company.

 



 

About KKR Financial Holdings LLC

 

KKR Financial Holdings LLC is a specialty finance company with expertise in a range of asset classes. KFN’s core business strategy is to leverage the proprietary resources of its manager with the objective of generating both current income and capital appreciation. KFN executes its core business strategy through its majority-owned subsidiaries. KFN is externally managed by KKR Financial Advisors LLC, a wholly-owned subsidiary of KKR Asset Management LLC, which is a wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. L.P.  Additional information regarding KFN is available at http://www.kkr.com.

 

Additional Information Related to KFN’s Proposed Merger with KKR & Co. L.P.

 

In connection with the proposed transaction, KKR has filed a registration statement on Form S-4 that includes a proxy statement of KFN and that also constitutes a prospectus of KKR. KKR and KFN also plan to file other relevant materials with the SEC. Shareholders of KFN are urged to read the proxy statement/prospectus contained in the registration statement and other relevant materials because these materials contain important information about the proposed transaction. These materials will be made available to the shareholders of KFN at no expense to them. The registration statement and other relevant materials, including any documents incorporated by reference therein, may be obtained free of charge at the SEC’s website at www.sec.gov or for free from KKR at http://ir.kkr.com/ or by emailing kfn.ir@kkr.com. You may also read and copy any reports, statements and other information filed by KKR with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information or its public reference room.

 

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

KKR, KFN and their respective directors, executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from KFN’s common shareholders in respect of the proposed transaction.  Information regarding KFN’s directors and executive officers is available in KFN’s Amendment No. 1 to its Annual Report on Form 10-K, filed with the SEC on April 23, 2014.  Information regarding KKR’s directors and executive officers is available in KKR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 24, 2014.  Additional information regarding the interests of such potential participants in the proposed transaction will be included in the definitive proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction.  These documents may be obtained free of charge from the SEC’s website at www.sec.gov and KFN’s website at http://ir.kkr.com/kfn_ir/kfn_sec.cfm.

 

Forward-Looking Statements

 

Some of the matters discussed in this document may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  The forward-looking statements are based on KFN’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it.  These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KFN or are within either of their control.  The following factors, among others, could cause actual results to vary from the forward-looking statements:  the ability of the parties to satisfy the conditions precedent and consummate the proposed merger of KKR and KFN, the timing of consummation of the proposed merger, the ability of the parties to secure any required shareholder or regulatory approvals in a timely manner or on the terms desired or anticipated, the ability to achieve anticipated benefits and savings, KKR’s decisions with respect to distributions on its common units, risks related to disruption of management’s attention due to the pending merger, operating results and businesses generally, the outcome of any legal proceedings related to the proposed merger and the general risks associated with the business of KFN, including the general volatility of the capital markets, terms and deployment of capital, volatility of the KFN share price, changes in the asset management industry, interest rates or the general economy, underperformance of KFN’s assets and investments and decreased ability to raise funds and the degree and nature of KFN’s competition.  KFN does not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made except as required by law.  Additional information about risk factors affecting KFN is available in KFN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 27, 2014, and other filings with the SEC, which are available at www.sec.gov.

 



 

Schedule I

KKR Financial Holdings LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands, except per share information)

 

 

 

For the three
months ended
March 31, 2014

 

For the three
months ended
March 31, 2013

 

Revenues

 

 

 

 

 

Loan interest income

 

$

84,294

 

$

98,261

 

Securities interest income

 

9,601

 

14,862

 

Oil and gas revenue

 

44,028

 

23,805

 

Other

 

2,667

 

3,522

 

Total revenues

 

140,590

 

140,450

 

Investment costs and expenses

 

 

 

 

 

Interest expense

 

47,245

 

41,880

 

Interest expense to affiliates

 

 

9,917

 

Provision for loan losses

 

 

11,068

 

Oil and gas production costs

 

10,834

 

7,908

 

Oil and gas depreciation, depletion and amortization

 

15,542

 

8,988

 

Other

 

149

 

1,288

 

Total investment costs and expenses

 

73,770

 

81,049

 

Other income

 

 

 

 

 

Net realized and unrealized gain on investments

 

77,764

 

94,727

 

Net realized and unrealized loss on derivatives and foreign exchange

 

(8,370

)

(8,852

)

Net loss on restructuring and extinguishment of debt

 

 

(20,269

)

Other income

 

3,446

 

8,614

 

Total other income

 

72,840

 

74,220

 

Other expenses

 

 

 

 

 

Related party management compensation

 

25,617

 

28,306

 

General, administrative and directors expenses

 

3,903

 

4,794

 

Professional services

 

1,938

 

1,727

 

Total other expenses

 

31,458

 

34,827

 

Income before income taxes

 

108,202

 

98,794

 

Income tax expense

 

19

 

458

 

Net income

 

$

108,183

 

$

98,336

 

 

 

 

 

 

 

Preferred share distributions

 

6,891

 

6,738

 

Net income available to common shareholders

 

$

101,292

 

$

91,598

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

Basic

 

$

0.49

 

$

0.46

 

Diluted

 

$

0.49

 

$

0.46

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

Basic

 

204,236

 

197,153

 

Diluted

 

204,236

 

197,153

 

 

 

 

 

 

 

Distributions declared per common share

 

$

0.22

 

$

0.26

 

 



 

Schedule II

KKR Financial Holdings LLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except share information)

 

 

 

March 31,
2014

 

December 31,
2013

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

185,073

 

$

157,167

 

Restricted cash and cash equivalents

 

835,660

 

350,385

 

Securities

 

557,757

 

573,312

 

Corporate loans, net (includes $233,927 and $237,480 measured at estimated fair value and $510,687 and $279,748 loans held for sale as of March 31, 2014 and December 31, 2013, respectively)

 

6,202,732

 

6,466,720

 

Equity investments, at estimated fair value ($83,187 and zero pledged as collateral as of March 31, 2014 and December 31, 2013, respectively)

 

285,988

 

181,212

 

Oil and gas properties, net

 

427,672

 

400,369

 

Interests in joint ventures and partnerships

 

516,375

 

436,241

 

Derivative assets

 

27,053

 

30,224

 

Interest and principal receivable

 

33,036

 

33,570

 

Other assets

 

90,983

 

87,998

 

Total assets

 

$

9,162,329

 

$

8,717,198

 

Liabilities

 

 

 

 

 

Collateralized loan obligation secured notes

 

$

5,711,885

 

$

5,249,383

 

Credit facilities

 

49,889

 

125,289

 

Senior notes

 

362,302

 

362,276

 

Junior subordinated notes

 

283,517

 

283,517

 

Accounts payable, accrued expenses and other liabilities

 

50,858

 

58,215

 

Accrued interest payable

 

21,898

 

23,575

 

Related party payable

 

18,018

 

5,574

 

Derivative liabilities

 

84,876

 

81,635

 

Total liabilities

 

6,583,243

 

6,189,464

 

Shareholders’ equity

 

 

 

 

 

Preferred shares, no par value, 50,000,000 shares authorized and 14,950,000 issued and outstanding as of both March 31, 2014 and December 31, 2013

 

 

 

Common shares, no par value, 500,000,000 shares authorized, and 204,824,159 shares issued and outstanding as of both March 31, 2014 and December 31, 2013

 

 

 

Paid-in-capital

 

3,315,958

 

3,315,117

 

Accumulated other comprehensive loss

 

(21,372

)

(15,652

)

Accumulated deficit

 

(715,500

)

(771,731

)

Total shareholders’ equity

 

2,579,086

 

2,527,734

 

Total liabilities and shareholders’ equity

 

$

9,162,329

 

$

8,717,198

 

 



 

Schedule III

KKR Financial Holdings LLC

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASUREMENTS (UNAUDITED):

ADJUSTED RUN-RATE EARNINGS

(Amounts in thousands, except per share information)

 

Adjusted run-rate earnings is a non-GAAP measure adjusting net income available to common shareholders to exclude the impact of loan loss provisions, total other income, and management incentive fees.  Management believes this supplemental disclosure may be helpful to common shareholders in assessing the recurring earnings of the Company exclusive of items occurring with less consistency, such as mark-to-market gains embedded in total other income.

 

 

 

For the three
months ended
March 31, 2014

 

For the three
months ended
December 31, 2013

 

For the three
months ended
March 31, 2013

 

Revenues

 

$

140,590

 

$

139,510

 

$

140,450

 

Investment costs and expenses

 

(73,770

)

(81,586

)

(81,049

)

Other income

 

72,840

 

33,244

 

74,220

 

Other expenses

 

(31,458

)

(22,259

)

(34,827

)

Income tax expense

 

(19

)

(33

)

(458

)

Preferred share distributions

 

(6,891

)

(6,891

)

(6,738

)

Net income available to common shareholders

 

101,292

 

61,985

 

91,598

 

Adjustments to reconcile to adjusted run-rate earnings:

 

 

 

 

 

 

 

Less: Other income

 

(72,840

)

(33,244

)

(74,220

)

Add back: Provision for loan losses

 

 

12,405

 

11,068

 

Add back: Incentive fee expense

 

12,882

 

 

17,181

 

Adjusted run-rate earnings

 

$

41,334

 

$

41,146

 

$

45,627

 

 

 

 

 

 

 

 

 

Weighted average diluted common shares

 

204,236

 

204,154

 

197,153

 

Adjusted run-rate earnings per diluted common share

 

$

0.20

 

$

0.20

 

$

0.23

 

 



 

Schedule IV

KKR Financial Holdings LLC

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASUREMENTS (UNAUDITED):

RUN-RATE AND TOTAL NET CASH EARNINGS

(Amounts in thousands, except per share information)

 

Run-rate and total net cash earnings are non-GAAP measures and are considered by management to be appropriate supplemental measures of the Company’s performance with regard to cash inflows and outflows from operations.  Run-rate cash amounts are calculated based on actual cash movement and exclude incentive fee expense and non-cash items including share-based compensation expense.  Total net cash amounts also include realized cash gains on sales of assets and incentive fee expense.

 

 

 

For the three
months ended
March 31, 2014

 

For the three
months ended
December 31, 2013

 

For the three
months ended
March 31, 2013

 

Revenues

 

$

140,590

 

$

139,510

 

$

140,450

 

Investment costs and expenses

 

(73,770

)

(81,586

)

(81,049

)

Other income

 

72,840

 

33,244

 

74,220

 

Other expenses

 

(31,458

)

(22,259

)

(34,827

)

Income tax expense

 

(19

)

(33

)

(458

)

Preferred share distributions

 

(6,891

)

(6,891

)

(6,738

)

Net income available to common shareholders

 

101,292

 

61,985

 

91,598

 

Adjustments to reconcile to cash earnings:

 

 

 

 

 

 

 

Cash and non-cash other income

 

(72,840

)

(33,244

)

(74,220

)

Incentive fees

 

12,882

 

 

17,181

 

Non-cash revenues and investment costs and expenses

 

(12,246

)

(2,301

)

(232

)

Non-cash other expenses

 

3,567

 

8,524

 

(3,291

)

Non-cash preferred share distributions

 

 

 

6,738

 

Non-cash income tax expense

 

19

 

33

 

458

 

Run-rate cash earnings

 

$

32,674

 

$

34,997

 

$

38,232

 

Realized cash gain on sales

 

10,687

 

16,855

 

39,909

 

Incentive fees

 

(12,882

)

 

(17,181

)

Total net cash earnings

 

$

30,479

 

$

51,853

 

$

60,960

 

 

Components of run-rate cash earnings and total net cash earnings are as follows:

 

 

 

For the three
months ended
March 31, 2014

 

For the three
months ended
December 31, 2013

 

For the three
months ended
March 31, 2013

 

Cash net revenues:

 

 

 

 

 

 

 

Assets held in CLOs

 

$

46,373

 

$

42,866

 

$

57,763

 

Holding company assets

 

20,000

 

24,217

 

19,349

 

Total cash net revenues

 

66,373

 

67,083

 

77,112

 

Cash expenses:

 

 

 

 

 

 

 

Holding company debt

 

18,690

 

18,351

 

17,943

 

Other expenses

 

15,009

 

13,735

 

20,937

 

Total cash expenses

 

33,699

 

32,086

 

38,880

 

Run-rate cash earnings

 

$

32,674

 

$

34,997

 

$

38,232

 

Realized cash gains on sales

 

10,687

 

16,855

 

39,909

 

Incentive fees

 

(12,882

)

 

(17,181

)

Total net cash earnings

 

$

30,479

 

$

51,853

 

$

60,960

 

Outstanding shares

 

204,824

 

204,824

 

204,785

 

 

 

 

 

 

 

 

 

Run-rate cash earnings per share

 

$

0.16

 

$

0.17

 

$

0.19

 

 

 

 

 

 

 

 

 

Total net cash earnings per share

 

$

0.15

 

$

0.25

 

$

0.30

 

 



 

Investor Relations Contact:

Pam Testani Tholen

+1 (855) 374-5411 (US) / +1 (415) 315-3633

kfn.ir@kkr.com

 

Media Contact:

Kristi Huller

+1 (212) 230-9722

kristi.huller@kkr.com