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EX-99.2 - EXHIBIT 99.2 - KKR Real Estate Finance Trust Inc.a20171107exhibit992.htm
8-K - 8-K - KKR Real Estate Finance Trust Inc.a20171106-kref8xk.htm


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KKR REAL ESTATE FINANCE TRUST INC. REPORTS
THIRD QUARTER 2017 FINANCIAL RESULTS

New York, NY, November 7, 2017 - KKR Real Estate Finance Trust Inc. (the “Company” or “KREF”) (NYSE:KREF) today reported financial results for the quarter ended September 30, 2017.

Reported net income attributable to common stockholders of $17.3 million, or $0.32 per basic and diluted share of common stock, for the three months ended September 30, 2017, as compared to net income attributable to common stockholders of $14.1 million, or $0.30 per basic and diluted share of common stock, for the three months ended June 30, 2017.

Reported Net Core Earnings of $16.5 million, or $0.31 per diluted share of common stock, for the three months ended September 30, 2017, as compared to Net Core Earnings of $13.0 million, or $0.28 per diluted share of common stock, for the three months ended June 30, 2017.

Third Quarter 2017 Highlights

Committed $629.3 million to five new floating-rate senior loans

Current portfolio of $1,811.6 million is 100% performing and 92% floating-rate with a weighted average loan-to-value ratio ("LTV") of 67% as of September 30, 2017

Book value was $1,062.0 million as of September 30, 2017 or $19.78 per share

 
“KREF has a portfolio of $1.8 billion with year-to-date originations of $1.2 billion of commercial real estate loans. We continue to be pleased by our pace of deployment, the performance of our existing portfolio and the quality of the opportunities in our pipeline,” said Chris Lee and Matt Salem, Co-Chief Executive Officers of KREF.











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Third Quarter 2017 Investment Activity
Loan Originations
During the third quarter, the Company committed capital to the following floating-rate senior loans ($ in thousands):
Description/ Location
Property Type
Month Originated
Maximum Face Amount
 
Initial Face Amount Funded
 
Interest Rate(A)
Maturity Date(B)
LTV
Senior Loan, Queens, NY
Industrial
July 2017
$
75,100

 
$
61,300

 
L + 3.7%
August 2022
72%
Senior Loan, New York, NY(C)
Condo (Residential)
August 2017
239,200

 
239,200

 
L + 4.8%
August 2020
69
Senior Loan, Atlanta, GA
Office
August 2017
119,000

 
95,250

 
L + 3.0%
September 2022
66
Senior Loan, Honolulu, HI
Multifamily
August 2017
105,000

 
100,000

 
L + 4.0%
September 2022
66
Senior Loan, Denver, CO(D)
Multifamily
August 2017
91,000

 
91,000

 
L + 4.0%
August 2022
73
Total/Weighted Average


$
629,300

 
$
586,750

 
L + 4.1%

69%

(A)
Floating rate based on one-month USD LIBOR.
(B)
Maturity date assumes all extension options are exercised, if applicable.
(C)
LTV is based on the total loan amount of $239.2 million divided by the appraised net sell-out value of $345.4 million.
(D)
LTV is based on the senior mortgage amount of $81.0 million at closing divided by the as-is appraised value of $111.4 million. LTV excludes a $10.0 million mezzanine loan sold during the quarter which equates to an 82% LTV through the mezzanine position. Interest rate based on the senior mortgage amount of $81.0 million.

The weighted average underwritten internal rate of return of all loans originated in the third quarter is 11.7%.
Funding of Previously Closed Loans
During the third quarter, the Company funded approximately $12.5 million for loans closed prior to the quarter.
Loan Repayments

During the third quarter, the Company received approximately $46.7 million from loan repayments and preferred equity redemptions.

Quarter End Portfolio Summary
The following table sets forth certain information regarding the Company’s portfolio at September 30, 2017 ($ in millions):
Investment
 
Committed Principal Amount
 
Current Carrying Value
 
Weighted Average Coupon(B)(C)
 
Max Remaining Term (Years)(B)(D)
 
Weighted Average LTV(B)
Senior Loans(A)
 
$
1,930.3

 
$
1,547.7

 
   L + 4.3%

 
4.1

 
67
%
Mezzanine Loans
 
77.7

 
77.7

 
10.8

 
4.2

 
76

CMBS B-Pieces(E)
 
112.5

 
112.5

 
4.2

 
8.2

 
65

Total/Weighted Average
 
$
2,120.5

 
$
1,737.9

 
5.7
%
 
4.3

 
67
%

(A)
Senior loans include senior mortgages and similar credit quality investments, including junior participations in our originated senior loans for which we have syndicated the senior participations and retained the junior participations for our portfolio. 
(B)
Weighted average is weighted by current principal amount for our senior and mezzanine loans and by net equity for our CMBS B-Pieces. 
(C)
L = one-month USD LIBOR rate; spot rate as of September 30, 2017 of 1.23% included in mezzanine loan and portfolio-wide averages represented as fixed rates. For mezzanine loans, 66% or $51.5 million are floating-rate.
(D)
Max remaining term (years) assumes all extension options are exercised, if applicable. 
(E)
Represents CMBS B-Pieces with an aggregate current principal amount of $309.2 million and a $8.0 million investment in an aggregator vehicle that invests in CMBS B-Pieces.


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Portfolio Performance
As of September 30, 2017, the average risk rating of the Company's portfolio was 3.0 (Average Risk), weighted by investment carrying value, with 99.0% of the total loan portfolio rated 3 (Average Risk) or better by KKR Real Estate Finance Manager LLC (our "Manager"). As of September 30, 2017, no investments were rated 5 (Impaired/Loss Likely).

Non-GAAP Financial Measures

Reconciliation of Net Core Earnings to Net Income Attributable to Common Stockholders
The table below reconciles Net Core Earnings and Net Core Earnings per diluted share of common stock to net income attributable to common stockholders and net income attributable to common stockholders per diluted share of common stock for the three months ended September 30, 2017 and June 30, 2017 ($ in thousands, except per share data):
 
 
Three Months Ended
 
Per Diluted Share
 
Three Months Ended
 
Per Diluted Share
 
 
September 30, 2017
 
 
June 30, 2017
 
Net Income (Loss) Attributable to Common Stockholders
 
$
17,339

 
$
0.32

 
$
14,081

 
$
0.30

Adjustments
 
 
 
 
 
 
 
 
Non-cash equity compensation expense
 
25

 

 
15

 

Incentive compensation to affiliate
 

 

 

 

Depreciation and amortization
 

 

 

 

Unrealized (gains) or losses
 
(887
)
 
(0.02
)
 
(1,068
)
 
(0.02
)
Core Earnings(A)
 
$
16,477

 
$
0.31

 
$
13,028

 
$
0.28

Incentive compensation to affiliate
 

 

 

 

Net Core Earnings(A)
 
$
16,477

 
$
0.31

 
$
13,028

 
$
0.28

Weighted average number of shares of common stock outstanding, diluted
 
53,697,041

 
 
 
46,633,248
 
 

(A)
Excludes $1.3 million and $1.3 million, or $0.02 and $0.03 per diluted weighted average share outstanding, of original issue discount on CMBS B-Pieces accreted as a component of taxable income during the three months ended September 30, 2017 and June 30, 2017, respectively.


Book Value
The Company’s book value per share of common stock was $19.78 at September 30, 2017, as compared to book value per share of common stock of $19.83 at June 30, 2017.


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Subsequent Events

The following events occurred subsequent to September 30, 2017:

Investing Activities

The Company originated the following senior loan subsequent to September 30, 2017 ($ in thousands):

Description/ Location
Property Type
Month Originated
Maximum Face Amount
Initial Face Amount Funded
Interest Rate(A)
Maturity Date(B)
LTV
Senior Loan, North Bergen, NJ
Multifamily
October 2017
$
150,000

$
133,500

   L + 4.3%
November 2022
57%

(A)
Floating rate based on one-month USD LIBOR.
(B)
Maturity date assumes all extension options are exercised, if applicable.

The underwritten IRR of the loan originated subsequent to September 30, 2017 through November 7, 2017 is 12.9%.

Funding of Previously Closed Loans

The Company funded approximately $8.2 million for previously closed loans subsequent to September 30, 2017.

Financing Activities

In October 2017, the Company borrowed $75.0 million in proceeds under the Morgan Stanley master repurchase facility.

In November 2017, the Company amended and restated the Goldman Sachs master repurchase facility to (i) increase the maximum facility size from $250.0 million to $400.0 million, (ii) extend the maturity date, and (iii) amend certain other terms. The amended and restated facility includes a $250.0 million term facility with a maturity date of October 2020 and a $150.0 million swingline facility with a revolving period of one year, and a three-year term on a per-asset basis as those assets are pledged to the facility.

Corporate Activities

Dividends

In October 2017, the Company paid a $19.9 million dividend on its common stock, or $0.37 per share, with respect to the third quarter of 2017, to stockholders of record on September 30, 2017.



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Teleconference Details:
The Company will host a conference call to discuss its financial results on Tuesday, November 7, 2017 at 10:00 a.m. Eastern Time. Members of the public who are interested in participating in the Company’s third quarter 2017 earnings teleconference call should dial from the U.S., (866) 807-9684, or from outside the U.S., +1 (412) 317-5415, shortly before 10:00 a.m. and reference the KKR Real Estate Finance Trust Inc. Teleconference Call; pass code 10110801. Please note the teleconference call will be available for replay beginning approximately two hours after the broadcast. To access the replay, callers from the U.S. should dial (877) 344-7529 and callers from outside the U.S. should dial +1 (412) 317-0088, and enter conference identification number 10107859.
Webcast:
The conference call will also be available on the Company’s website at www.kkrreit.com. To listen to a live broadcast, please go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay of the webcast will also be available for 30 days on the Company’s website.
Supplemental Information
The slide presentation accompanying this release and containing supplemental information about the Company’s financial results for the fiscal quarter ended September 30, 2017 may also be accessed through the investor relations section of the Company’s website at www.kkrreit.com.
About KKR Real Estate Finance Trust Inc.
KKR Real Estate Finance Trust Inc. (NYSE: KREF) is a real estate investment trust that primarily originates or acquires senior loans collateralized by institutional-quality commercial real estate assets that are owned and operated by experienced and well-capitalized sponsors and located in liquid markets with strong underlying fundamentals. The Company's target assets also include mezzanine loans, preferred equity and other debt-oriented instruments with these characteristics. The Company is externally managed and advised by KKR Real Estate Finance Manager LLC, a registered investment adviser and a subsidiary of KKR & Co. L.P., a leading global alternative investment firm with a 40-year history of leadership, innovation and investment excellence and approximately $153.3 billion of assets under management as of September 30, 2017.
Additional information can be found on the Company’s website at www.kkrreit.com.
Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company’s current views with respect to, among other things, its future operations and financial performance. You can identify these forward looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate,” the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. The forward-looking statements are based on the Company’s beliefs, assumptions and expectations, 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 the Company or are within its control. Such forward-looking statements are subject to various risks and uncertainties, including, among other things: the general political, economic and competitive conditions in the United States and in any foreign jurisdictions in which the Company invests; the level and volatility of prevailing interest rates and credit spreads; adverse changes in the real estate and real estate capital markets; general volatility of the securities markets in which the Company participates; changes in the Company’s business, investment strategies or target assets; difficulty in obtaining financing or raising capital; reductions in the yield on the Company’s investments and increases in the cost of the Company’s financing; acts of God such as hurricanes, earthquakes and other natural disasters, acts of war and/or terrorism and other events that may cause unanticipated and uninsured performance declines and/or losses to the Company or the owners and operators of the real estate securing the Company’s investments; deterioration in the performance of properties securing the Company’s investments that may cause deterioration in the performance of the Company’s investments and potentially principal losses to the Company; defaults by borrowers in paying debt service on outstanding indebtedness; the adequacy of collateral securing the Company’s investments and declines in the fair value of the Company’s investments;adverse developments in the availability of desirable investment opportunities whether they are due to competition, regulation or otherwise; difficulty in successfully

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managing the Company’s growth, including integrating new assets into the Company’s existing systems; the cost of operating the Company’s platform, including, but not limited to, the cost of operating a real estate investment platform and the cost of operating as a publicly traded company; the availability of qualified personnel and the Company’s relationship with our Manager; KKR controls the Company and its interests may conflict with those of the Company’s stockholders in the future; the Company’s qualification as a REIT for U.S. federal income tax purposes and the Company’s exclusion from registration under the Investment Company Act of 1940; authoritative GAAP or policy changes from such standard-setting bodies such as the Financial Accounting Standards Board, the Securities and Exchange Commission (the “SEC”), the Internal Revenue Service, the New York Stock Exchange and other authorities that the Company is subject to, as well as their counterparts in any foreign jurisdictions where the Company might do business; and other risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s prospectus dated May 4, 2017, filed with the SEC on May 8, 2017, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in this release. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and information included in this release and in the Company’s filings with the SEC. All forward looking statements in this release speak only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
CONTACT INFORMATION

Investor Relations:                        
KKR Real Estate Finance Trust Inc.                 
Sasha Hamilton                  
Tel: +1-888-806-7781(U.S.) / +1-212-763-9048            
KREF-IR@kkr.com               

Media:
Kohlberg Kravis Roberts & Co. L.P.
Kristi Huller
Tel: +1-212-750-8300
media@kkr.com

Definitions:

"Loan-to-value ratio": Generally based on the initial loan amount divided by the as-is appraised value as of the date the loan was originated. For one mezzanine loan, LTV is based on the total loan amount divided by the as-is appraised value at March 17, 2017. For our CMBS B-Pieces, LTV is based on the weighted average LTV of the underlying loan pool. 

"Internal Rate of Return": IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. The weighted average underwritten IRR for the investments shown reflects the returns underwritten by our Manager taking into account certain assumptions around leverage up to no more than the maximum approved advance rate, and calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans included in the weighted average underwritten IRR shown, the calculation assumes certain estimates with respect to the timing and magnitude of the initial and future fundings for the total loan commitment and associated loan repayments, and assumes no defaults. With respect to certain loans included in the weighted average underwritten IRR shown, the calculation assumes the one-month spot USD LIBOR as of the date the loan was originated. There can be no assurance that the actual weighted average IRRs will equal the weighted average underwritten IRRs shown.

"Core Earnings" and "Net Core Earnings": Used by the Company to evaluate the Company's performance excluding the effects of certain transactions and GAAP adjustments the Company believes are not necessarily indicative of the current loan activity and operations. Core Earnings and Net Core Earnings are measures that are not prepared in accordance with GAAP. The Company defines Core Earnings as net income (loss) attributable to stockholders or, without duplication, owners of the

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Company's subsidiaries, computed in accordance with GAAP, including realized losses not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the incentive compensation payable to our Manager, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other similar non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (v) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items after discussions between our Manager and board of directors (and after approval by a majority of the independent directors). The exclusion of depreciation and amortization from the calculation of Core Earnings only applies to debt investments related to real estate to the extent the Company forecloses upon the property or properties underlying such debt investments. Net Core Earnings is Core Earnings less incentive compensation payable to our Manager.




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KKR Real Estate Finance Trust Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)
(Amounts in thousands, except share and per share data)
 
 
September 30,
2017
 
December 31,
2016
Assets
 
 
 
 
Cash and cash equivalents
 
$
89,976

 
$
96,189

Restricted cash and cash equivalents
 
600

 
157

Commercial mortgage loans, held-for-investment, net
 
1,543,851

 
674,596

Commercial mortgage loans, held-for-sale, net
 
81,550

 
26,230

Preferred interest in joint venture, held-to-maturity
 

 
36,445

Equity method investments in unconsolidated subsidiaries, at fair value
 
8,328

 

Accrued interest receivable
 
6,930

 
2,974

Other assets
 
2,894

 
2,728

Commercial mortgage loans held in variable interest entities, at fair value
 
5,429,874

 
5,426,084

Total Assets
 
$
7,164,003

 
$
6,265,403

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Liabilities
 
 
 
 
Secured financing agreements, net
 
$
755,987

 
$
439,144

Accounts payable, accrued expenses and other liabilities
 
3,014

 
2,297

Dividends payable
 
19,992

 

Accrued interest payable
 
1,108

 
593

Due to affiliates
 
4,036

 
1,728

Variable interest entity liabilities, at fair value
 
5,313,914

 
5,313,574

Total Liabilities
 
6,098,051

 
5,757,336

 
 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
 
 
Temporary Equity
 
 
 
 
Redeemable noncontrolling interests in equity of consolidated joint venture
 
3,053

 
3,030

Redeemable preferred stock
 
949

 

 
 
 
 
 
Permanent Equity
 
 
 
 
Preferred stock, 50,000,000 authorized (1 share with par value of $0.01 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively, and 125 shares with stated value of $1,000.00 issued and outstanding as of December 31, 2016)
 

 
125

Common stock, 300,000,000 authorized (53,685,440 and 24,158,392 shares with par value of $0.01 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively)
 
537

 
242

Additional paid-in capital
 
1,052,826

 
479,417

Retained earnings
 
9,110

 
17,914

Treasury stock: 26,398 shares held at cost as of September 30, 2017
 
(523
)
 

Total KKR Real Estate Finance Trust Inc. stockholders’ equity
 
1,061,950

 
497,698

Noncontrolling interests in equity of consolidated joint venture
 

 
7,339

Total Permanent Equity
 
1,061,950

 
505,037

Total Liabilities and Equity
 
$
7,164,003

 
$
6,265,403


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KKR Real Estate Finance Trust Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)
(Amounts in thousands, except share and per share data)
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Net Interest Income
 
 
 
 
 
 
 
 
Interest income
 
$
24,408

 
$
7,896

 
$
54,760

 
$
20,884

Interest expense
 
5,414

 
1,627

 
12,592

 
3,976

Total net interest income
 
18,994

 
6,269

 
42,168

 
16,908

 
 
 
 
 
 
 
 
 
Other Income
 
 
 
 
 
 
 
 
Change in net assets related to consolidated variable interest entities
 
4,025

 
6,220

 
12,810

 
9,960

Income from equity method investments in unconsolidated subsidiaries
 
115

 

 
461

 

Other income
 
177

 
64

 
616

 
143

Total other income (loss)
 
4,317

 
6,284

 
13,887

 
10,103

 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
General and administrative
 
1,339

 
548

 
3,254

 
1,748

Management fees to affiliate
 
3,989

 
1,621

 
9,513

 
4,088

Incentive compensation to affiliate
 

 

 

 
365

Total operating expenses
 
5,328

 
2,169

 
12,767

 
6,201

 
 
 
 
 
 
 
 
 
Income (Loss) Before Income Taxes, Noncontrolling Interests and Preferred Dividends
 
17,983

 
10,384

 
43,288

 
20,810

Income tax expense
 
120

 
71

 
388

 
214

Net Income (Loss)
 
17,863

 
10,313

 
42,900

 
20,596

Redeemable Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
 
54

 
87

 
134

 
248

Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
 
377

 
210

 
801

 
601

Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries
 
17,432

 
10,016

 
41,965

 
19,747

Preferred Stock Dividends
 
93

 
4

 
181

 
12

Net Income (Loss) Attributable to Common Stockholders
 
$
17,339

 
$
10,012

 
$
41,784

 
$
19,735

 
 
 
 
 
 
 
 
 
Net Income (Loss) Per Share of Common Stock
 
 
 
 
 
 
 
 
Basic
 
$
0.32

 
$
0.48

 
$
0.98

 
$
1.12

Diluted
 
$
0.32

 
$
0.48

 
$
0.98

 
$
1.12

Weighted Average Number of Shares of Common Stock Outstanding
 
 
 
 
 
 
 
 
Basic
 
53,696,967
 
20,810,322
 
42,501,356

 
17,668,177

Diluted
 
53,697,041
 
20,810,322
 
42,501,530

 
17,668,177

 
 
 
 
 
 
 
 
 
Dividends Declared per Share of Common Stock
 
$
0.37

 
$
0.26

 
$
1.25

 
$
0.95


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