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8-K - 8-K 6.30.16 - CIFC LLCcifc20158-kcoverx63016.htm


 
Exhibit 99.1
CIFC LLC
Investor Relations
250 Park Avenue
Investor@cifc.com
New York, NY 10177
(646) 367-6633
NASDAQ: CIFC

 


CIFC LLC Announces Second Quarter 2016 Results

NEW YORK, August 15, 2016 - CIFC LLC (NASDAQ: CIFC) (“CIFC” or the “Company”) today announced its results for the second quarter ended June 30, 2016.

Highlights

GAAP net income (loss) for the six months was $22.1 million as compared to $6.5 million for the same period in the prior year. GAAP net income (loss) for the quarter was $17.6 million as compared to $1.1 million for the same period in the prior year.

Economic Net Income "ENI", a non-GAAP measure, for the six months was $27.6 million as compared to $22.6 million for the same period in the prior year. ENI for the quarter was $20.6 million as compared to $11.5 million for the same period in the prior year.

Fee Earning AUM was $13.6 billion as of June 30, 2016, as compared to $14.1 billion as of December 31, 2015 and $14.0 billion as of June 30, 2015.


Executive Overview

The second quarter saw a strong recovery in risk assets. Both the U.S. high yield and leveraged loan markets performed strongly, driven by higher commodity prices and increased investor risk appetites. Our Credit Funds recorded strong inflows, pushing Credit Fund AUM to $1.4 billion across 15 co-mingled funds and separately managed accounts. Net investment income during the second quarter grew to $15.3 million. Incentive fees also recorded strong growth year-over-year, totaling $7.9 million in the second quarter. For the first six months of the year, net investment income and incentive fees stood at $20.2 million and $12.1 million, respectively.
The new issue CLO market continued to be challenging throughout the second quarter. As loan prices rallied, CLO liabilities lagged. As a result, prospective new issue CLO equity returns were largely uncompetitive compared to secondary market opportunities. Total issuance during the first six months of the year was limited to just 62 CLOs compared to 114 CLOs in the first half of 2015. During the month of July, we have seen a strong rally in CLO liabilities leading to a surge in issuance. We expect to see higher CLO new issue volumes in the second half of the year. Given the challenging market environment for new issue CLOs, CIFC chose not to sponsor a CLO during the first half of the year. We are currently managing two CLO warehouses which are expected to drive new issuance late in the third quarter and early in the fourth quarter.  We continue to be well positioned to meet our obligations for risk retention, due to be implemented in December 2016, with more than $200 million in cash and investments on our balance sheet.

 



                                1




Selected Financial Metrics
(In thousands, except per share data)
SELECTED GAAP RESULTS
2Q'16
2Q'15
% Change vs. 2Q'15
YTD'16
YTD'15
% Change vs. YTD'15
Total net revenues (1)
$
47,248

$
25,860

83%
$
86,986

$
52,837

65%
Total expenses (1)
$
30,726

$
17,470

76%
$
59,803

$
37,133

61%
Income tax expense (benefit) - Current
$
1,343

$
2,253

(40)%
$
1,306

$
5,490

(76)%
Income tax expense (benefit) - Deferred
$
1,525

$
7,575

(80)%
$
2,840

$
7,425

(62)%
Net income (loss) attributable to CIFC LLC
$
17,585

$
1,103

1,494%
$
22,089

$
6,531

238%
Earnings (loss) per share - basic
$
0.73

$
0.04

1,725%
$
0.89

$
0.26

242%
Earnings (loss) per share - diluted
$
0.68

$
0.04

1,600%
$
0.85

$
0.25

240%
Distributions declared per share
$
0.25

$
0.10

150%
$
0.59

$
0.20

195%
Weighted average shares outstanding - basic
24,096

25,302

(5)%
24,725

25,291

(2)%
Weighted average shares outstanding - diluted
25,761

26,432

(3)%
25,963

26,504

(2)%
NON-GAAP FINANCIAL MEASURES (2)
2Q'16
2Q'15
% Change vs. 2Q'15
YTD'16
YTD'15
% Change vs. YTD'15
Management Fees from CLOs
13,737

13,979

(2)%
27,679

28,939

(4)%
Management Fees from Non-CLO products
1,485

977

52%
2,671

1,838

45%
Total Management Fees
15,222

14,956

2%
30,350

30,777

(1)%
Incentive Fees
7,861

4,066

93%
12,144

8,066

51%
Net Investment Income
15,290

5,742

166%
20,182

11,850

70%
     Total ENI Revenues
38,373

24,764

55%
62,676

50,693

24%
Employee compensation and benefits
9,463

7,187

32%
17,493

15,471

13%
Share-based compensation (3)
1,737

952

82%
4,144

2,628

58%
Other operating expenses
4,545

4,332

5%
9,438

8,699

8%
Corporate interest expense
1,999

800

150%
3,956

1,294

206%
     Total ENI Expenses
17,744

13,271

34%
35,031

28,092

25%
ENI (2)
$
20,629

$
11,493

79%
$
27,645

$
22,601

22%
ENI per share - basic (4)
$
0.86

$
0.45

91%
$
1.12

$
0.89

26%
ENI per share - diluted (4)
$
0.80

$
0.43

86%
$
1.06

$
0.85

25%

NON-GAAP FINANCIAL MEASURES (2)
2Q'16
2Q'15
% Change vs. 2Q'15
YTD'16
YTD'15
% Change vs. YTD'15
ENI EBITDA (5)
$
22,998

$
12,642

82%
$
32,335

$
24,577

32%
ENI EBITDA Margin (6)
60
%
51
%
9%
52
%
48
%
4%
ENI Margin (6)
54
%
46
%
8%
44
%
45
%
(1)%
NON-GAAP FINANCIAL MEASURE - AUM
6/30/2016
12/31/2015
% Change vs. 12/31/15
6/30/2015
% Change vs. 6/30/15
Fee Earning AUM from loan-based products (7)
$13,617,299
$14,055,487
(3)%
$14,007,339
(3)%

Explanatory Notes:


(1)
Prior year amounts have been re-presented to conform to current period presentation, including the Company's adoption of Accounting Standard Update "ASU" 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis ("ASU 2015-02"). The guidance was adopted on a modified retroactive basis. As such, prior year amounts have been re-presented to reflect the deconsolidation of 30 CLOs and 1 credit fund as of January 1, 2015.
(2)
See Appendix for a detailed description of these non-GAAP measures and reconciliations from GAAP net income (loss) attributable to the Company to non-GAAP measures.
(3)
Share-based compensation includes equity award amortization expense for both employees and directors of the Company.
(4)
GAAP weighted average shares outstanding is used to calculate ENI per share - basic and diluted.
(5)
ENI EBITDA is ENI before corporate interest expense and depreciation of fixed assets. See Appendix.
(6)
ENI EBITDA Margin is ENI EBITDA divided by Total ENI Revenue. ENI Margin is ENI divided by Total ENI Revenue.
(7)
Amount excludes Fee Earning AUM attributable to non-core products of $525.0 million, $592.8 million and $643.3 million as of June 30, 2016, December 31, 2015 and June 30, 2015, respectively. Fee Earning AUM attributable to non-core products is expected to continue to decline as these funds run-off per their contractual terms.

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Second Quarter Overview
CIFC reported GAAP net income attributable to the Company of $17.6 million for the second quarter of 2016, as compared to net income of $1.1 million in the same period of the prior year. GAAP operating results increased quarter over quarter by $16.5 million, primarily due to higher revenues from (i) unrealized gains as the Company held more investments period over period and the increase in market value of loans and CLO securities were higher period over period and (ii) incentive fees from the call of a CLO and a credit fund. In addition, income tax expenses decreased by $7.0 million as a result of the Company being taxed as a partnership in 2016. Offsetting these increases were higher (i) accrued employee compensation expenses as a result of better performance year over year, (ii) stock-based compensation from the amortization of equity awards granted since the third quarter of 2015 and (iii) corporate interest expense predominately related to the issuance of $40.0 million unsecured senior notes in November 2015 and a change in the stated rate of the March Junior Subordinated Notes.

CIFC reported ENI of $20.6 million for the second quarter of 2016, as compared to $11.5 million for the same period in the prior year. ENI increased quarter over quarter by $9.1 million, or 79%, primarily due to pre-tax increases noted above. See the Non-GAAP Financial Measures section of the Appendix for a reconciliation between GAAP and Non-GAAP ENI.

Fee Earning AUM
The following table summarizes Fee Earning AUM for the Company's loan-based products:
 
 
June 30, 2016
 
December 31, 2015
 
June 30, 2015
(in thousands, except # of Accounts) (1)(2)
 
# of Accounts
 
Fee Earning AUM
 
# of Accounts
 
Fee Earning AUM
 
# of Accounts
 
Fee Earning AUM
Post 2011 CLOs
 
18

 
$
9,809,980

 
18

 
$
9,860,519

 
15

 
$
8,457,581

Legacy CLOs (3)
 
9

 
1,897,208

 
10

 
2,559,066

 
15

 
4,016,596

     Total CLOs
 
27

 
11,707,188

 
28

 
12,419,585

 
30

 
12,474,177

Credit Funds (4)
 
15

 
1,367,871

 
12

 
1,062,712

 
9

 
884,713

Other Loan-Based Products (4)
 
2

 
542,240

 
2

 
573,190

 
2

 
648,449

     Total Non-CLOs (4)
 
17

 
$
1,910,111

 
14

 
$
1,635,902

 
11

 
$
1,533,162

AUM from loan-based products
 
44

 
$
13,617,299

 
42

 
$
14,055,487

 
41

 
$
14,007,339

Explanatory Notes:

(1)
Table excludes Fee Earning AUM attributable to non-core products of $525.0 million, $592.8 million and $643.3 million as of June 30, 2016, December 31, 2015 and June 30, 2015, respectively. Fee Earning AUM attributable to non-core products is expected to continue to decline as these funds run-off per their contractual terms.
(2)
Fee Earning AUM is based on the latest available monthly report issued by the trustee or fund administrator prior to the end of the period, and may not tie back to the Consolidated GAAP financial statements.
(3)
Legacy CLOs represent all managed CLOs issued prior to 2011, including CLOs acquired since 2011 but issued prior to 2011.
(4)
Management fees for Non-CLO products vary by fund and may not be similar to a CLO.


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Since 2012, CIFC has raised $11.6 billion of new AUM through organic growth (i.e. excluding mergers and acquisition related transactions) which has more than offset the run-off from Legacy CLOs (including acquired CLOs). Our Legacy CLO AUM of $1.9 billion is less than a fifth of our total CLO AUM of $11.7 billion, and we anticipate it will run off over the next three years.


Total loan-based Fee Earning AUM activity for the periods below are as follows ($ in thousands):
 
 
2Q'16
 
YTD'15
 
LTM 2Q'15
Opening AUM Balance
 
$
13,955,639

 
$
14,055,487

 
$
14,007,339

     CLO New Issuances
 

 

 
1,499,709

     CLO Paydowns
 
(519,708
)
 
(709,969
)
 
(2,265,737
)
     Net Subscriptions to Credit Funds
 
192,194

 
267,309

 
451,210

     Net Redemptions from Other Loan-Based Products
 
(21,466
)
 
(30,949
)
 
(106,208
)
     Other (1)
 
10,640

 
35,421

 
30,986

Ending AUM Balance
 
$
13,617,299

 
$
13,617,299

 
$
13,617,299

Explanatory Note:

(1)
Includes changes in collateral balances of CLOs between periods and market value or portfolio value changes in certain Non-CLO products.


4


Balance Sheet Highlights
($ in thousands)
 
As of June 30, 2016
 
As of December 31, 2015
Cash and Cash Equivalents
 
 
 
$
39,720

 
 
 
$
57,968

 
 
 
 
 
 
 
 
 
Investments (1)
 
 
 
 
 
 
 
 
  CIFC CLO Equity
 
$
69,596

 
 
 
$
53,912

 
 
  Warehouses
 
44,990

 
 
 

 
 
  Fund Coinvestments
 
33,163

 
 
 
41,401

 
 
  CLO Debt
 
11,317

 
 
 
32,140

 
 
  Other (2)
 
26,846

 
 
 
24,946

 
 
 Total Investments
 
 
 
$
185,912

 
 
 
$
152,399

Total Cash and Investments
 
 
 
225,632

 
 
 
210,367

 
 
 
 
 
 
 
 
 
Long Term Debt (Par)
 
 
 
 
 
 
 
 
Junior Subordinated Notes due 2035
 
$
120,000

 
 
 
$
120,000

 
 
Senior Notes due 2025
 
40,000

 
 
 
40,000

 
 
Total Long Term Debt (Par)
 
 
 
160,000

 
 
 
160,000

Net Cash and Investments
 
 
 
$
65,632

 
 
 
$
50,367

     
Explanatory Notes:
(1)
Pursuant to GAAP, investments in consolidated CLOs, warehouses and certain Non-CLO products are eliminated from "Investments" on our Consolidated Balance Sheets.
(2)
Primarily includes investment in CIFC's Tactical Income Fund, which may be redeemed with 60 days' notice on the last day of each calendar quarter.

Appendix

Non-GAAP Financial Measures

The Company discloses financial measures that are calculated and presented on a basis of methodology other than in accordance with generally accepted accounting principles of the United States of America (“Non-GAAP”) as follows:

ENI and ENI EBITDA are non-GAAP financial measures of performance that management uses in addition to GAAP Net income (loss) attributable to CIFC LLC to measure the performance of our core business (excluding non-core products). We believe ENI and ENI EBITDA are helpful to investors as they reflect the nature and substance of the business, the economic results achieved by management fee revenues from the management of client funds and earnings on our investments.

ENI represents GAAP Net income (loss) attributable to CIFC LLC, prior to the consolidation of Funds (or the "Management Company") as required under Accounting Standard Codification ASC Topic 810, Consolidation, excluding (i) current and deferred income taxes, (ii) merger and acquisition related items, including fee-sharing arrangements, amortization and impairments of intangible assets and gain (loss) on contingent consideration for earn-outs, (iii) non-cash compensation related to profits interests granted by CIFC Parent Holdings LLC in June 2011, (iv) revenues attributable to non-core investment products, (v) advances for fund organizational expenses and (vi) certain other items as detailed.

In addition to the pre-consolidation impact, the following adjustments were made to arrive at ENI Revenues and ENI Expenses (Refer to Summary of Reconciliation of GAAP to Net Income (loss) attributable to CIFC LLC to Non-GAAP Measures for more details):

ENI Revenues represent GAAP revenues excluding management fee sharing arrangements and fees attributable to non-core investment products. Further GAAP net (gain)/loss on contingent liabilities and other have been reclassed to ENI Revenues.
ENI Expenses represent GAAP expenses excluding amortization and impairment of intangibles, employee compensation costs from non-cash compensation related to profits interest granted by CIFC Parent Holdings LLC in June 2011, other

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(such as advances for fund organizational expenses and certain other items as detailed), and current and deferred income taxes.
Further ENI EBITDA represents ENI before corporate interest expense and depreciation of fixed assets, a non-cash item.

ENI and ENI EBITDA may not be comparable to similar measures presented by other companies, as they are non-GAAP financial measures that are not based on a comprehensive set of accounting rules or principles and therefore may be defined differently by other companies. In addition, ENI and ENI EBITDA should be considered as an addition to, not as a substitute for, or superior to, financial measures determined in accordance with GAAP.

A detailed calculation of ENI and ENI EBITDA and a reconciliation to the most comparable GAAP financial measure is included in the Appendix.

Fee Earning Assets Under Management ("AUM") refers to the assets managed by the Company on which we receive management fees and/or incentive based fees. Generally, with respect to CLOs, management fees are paid to the Company based on the aggregate collateral balance at par plus principal cash, and with respect to Non-CLO funds, the value of the assets in such funds. We believe this measure is useful to investors as it is an additional performance measure providing insight into the overall investment activities of the Company's managed Funds (or core business).
[Financial Tables to Follow in Appendix]


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About CIFC

Founded in 2005, CIFC is a private debt manager specializing in secured U.S. corporate loan strategies. Headquartered in New York, CIFC is a SEC registered investment adviser and a publicly traded company (NASDAQ: CIFC). Serving institutional investors globally, CIFC is one of the largest managers of senior secured corporate credit. For more information, please visit CIFC’s website at www.cifc.com.

Forward-Looking Statements
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect CIFC's current views with respect to, among other things, CIFC's operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. CIFC believes these factors include but are not limited to those described under the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as such factors may be updated from time to time in its periodic filings with the Securities and Exchange Commission, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the filings. CIFC undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.


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Summary Reconciliation of GAAP Net income (loss) attributable to CIFC LLC to Non-GAAP Measures

(In thousands)
 
2Q'16
 
2Q'15
 
YTD'16
 
YTD'15
GAAP Net income (loss) attributable to CIFC LLC
 
$
17,585

 
$
1,103

 
$
22,089

 
$
6,531

Income tax expense (benefit) - current and deferred (1)
 
2,868

 
9,828

 
4,146

 
12,915

Amortization and impairment of intangibles
 
712

 
2,193

 
2,175

 
4,550

Management fee sharing arrangements (2)
 
(312
)
 
(1,627
)
 
(2,313
)
 
(3,466
)
Net (gain)/loss on contingent liabilities and other
 
(150
)
 
577

 
214

 
1,290

Employee compensation costs (3)
 
7

 
319

 
1,465

 
603

Management fees attributable to non-core funds
 
(137
)
 
(167
)
 
(245
)
 
(340
)
Other (4)
 
56

 
(733
)
 
114

 
518

Total reconciling and other items
 
3,044

 
10,390

 
5,556

 
16,070

ENI
 
$
20,629

 
$
11,493

 
$
27,645

 
$
22,601

Add: Corporate interest expense
 
1,999

 
800

 
3,956

 
1,294

Add: Depreciation of fixed assets
 
370

 
349

 
734

 
682

ENI EBITDA
 
$
22,998

 
$
12,642

 
$
32,335

 
$
24,577


Explanatory Notes:

(1)
Includes current taxes of $1.3 million for both the three and six months ended June 30, 2016, and $2.3 million and $5.5 million for the three and six months ended June 30, 2015, respectively, and deferred taxes of $1.5 million and $2.8 million for the three and six months ended June 30, 2016, respectively, and $7.6 million and $7.4 million for the three and six months ended June 30, 2015, respectively.
(2)
The Company shares management fees on certain of the acquired CLOs it manages with the party that sold the funds to CIFC, or an affiliate thereof. Management fees are presented on a gross basis for GAAP and on a net basis for ENI.
(3)
Employee compensation and benefits has been adjusted for non-cash compensation related to profits interests granted to CIFC employees by CIFC Parent Holdings LLC and sharing of incentive fees with certain former employees established in connection with the Company's acquisition of certain CLOs from CNCIM.
(4)
In 2016, other represents certain professional services expenses incurred in relation to the strategic process announced in January 2016. In 2015, other represents fund set up expenses, which are written-off upfront for GAAP purposes and amortized over the life of the fund for Non-GAAP ENI, and certain professional services in relation to the Reorganization Transaction.





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Condensed Consolidated Statement of Operations

The Consolidated Condensed Financial Statements include the financial statements of CIFC LLC & Subsidiaries, or the Company’s core asset management business ("Management Company") and certain managed Funds ("Consolidated Entities"). The supplemental financial information provided below illustrates the consolidating effects of the Management Company, and the Consolidated Entities which we are required to consolidate under ASC 810. Further, management internally views and manages the business as one reportable segment.
 
 
2Q'16
 
2Q'15
(In thousands) (1)
 
Management Company
 
Consolidated Entities
 
Eliminations
 
CIFC LLC Consolidated
 
Management Company
 
Consolidated Entities
 
Eliminations
 
CIFC LLC Consolidated
Total net revenues
 
$
27,086

 
$
24,809

 
$
(4,647
)
 
$
47,248

 
$
22,922

 
$
3,035

 
$
(97
)
 
$
25,860

Total expenses
 
18,516

 
14,487


(2,277
)

30,726

 
16,112

 
1,577

 
(219
)
 
17,470

Net other income (expense) and gain (loss)
 
11,883

 
(8,610
)

980


4,253

 
4,121

 
(478
)
 
(539
)
 
3,104

Income (loss) before income taxes
 
20,453

 
1,712


(1,390
)

20,775

 
10,931

 
980


(417
)

11,494

   Income tax (expense) benefit
 
(2,868
)
 

 

 
(2,868
)
 
(9,828
)
 

 

 
(9,828
)
Net income (loss)
 
17,585

 
1,712

 
(1,390
)
 
17,907

 
1,103

 
980


(417
)

1,666

Net (income) loss attributable to noncontrolling interest in Consolidated Entities
 

 
(1,712
)
 
1,390

 
(322
)
 

 
(980
)
 
417

 
(563
)
Net income (loss) attributable to CIFC LLC
 
$
17,585

 
$


$


$
17,585

 
$
1,103

 
$


$


$
1,103

 
 
YTD'16
 
YTD'15
(In thousands) (1)
 
Management Company
 
Consolidated Entities
 
Eliminations
 
CIFC LLC Consolidated
 
Management Company
 
Consolidated Entities
 
Eliminations
 
CIFC LLC Consolidated
Total net revenues
 
$
51,826

 
$
43,799

 
$
(8,639
)
 
$
86,986

 
$
47,489

 
$
5,791

 
$
(443
)
 
$
52,837

Total expenses
 
38,784

 
25,176


(4,157
)

59,803

 
33,763

 
3,808

 
(438
)
 
37,133

Net other income (expense) and gain (loss)
 
13,193

 
(16,496
)

2,679


(624
)
 
5,720

 
930

 
(2,091
)
 
4,559

Income (loss) before income taxes
 
26,235

 
2,127


(1,803
)

26,559

 
19,446

 
2,913


(2,096
)

20,263

   Income tax (expense) benefit
 
(4,146
)
 

 

 
(4,146
)
 
(12,915
)
 

 

 
(12,915
)
Net income (loss)
 
22,089

 
2,127

 
(1,803
)
 
22,413

 
6,531

 
2,913


(2,096
)

7,348

Net (income) loss attributable to noncontrolling interest in Consolidated Entities
 

 
(2,127
)
 
1,803

 
(324
)
 

 
(1,541
)
 
724

 
(817
)
Net income (loss) attributable to CIFC LLC
 
$
22,089

 
$


$


$
22,089

 
$
6,531

 
$
1,372

 
$
(1,372
)

$
6,531


Explanatory Note:
(1)
Prior year amounts have been re-presented to conform to current period presentation, including the Company's adoption of Accounting Standard Update "ASU" 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis ("ASU 2015-02"). The guidance was adopted on a modified retroactive basis, on January 1, 2015. As such, prior year amounts have been re-presented to reflect the deconsolidation of 30 CLOs and 1 credit fund as of January 1, 2015.


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