EX-99.1 2 a08-18840_2ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Investor Contact
Laurie Poggi
Kohlberg Kravis Roberts & Co. L.P.
415-315-3718

 

Media Contact
Roanne Kulakoff and Joseph Kuo
Kekst and Company
212-521-4837 and 212-521-4863

 

KKR Financial Holdings LLC Announces Second Quarter 2008 Financial Results

and Quarterly Distribution of $0.40 per Common Share

 

SAN FRANCISCO, CA, August 7, 2008—KKR Financial Holdings LLC (NYSE: KFN) (“KFN” or the “Company”) today announced its results for the second quarter ended June 30, 2008.

 

Highlights of KKR Financial Holdings LLC’s results include:

 

·                                   Distribution of $0.40 per common share declared for the second quarter.

 

·                                   For the second quarter ended June 30, 2008, GAAP net income totaled $37.6 million, or $0.26 per diluted common share and economic net income, a non-GAAP financial measurement, totaled $37.9 million, or $0.26 per diluted common share. Economic net income is the Company’s net income adjusted to exclude share-based compensation expense.

 

·                                   Elimination of all short-term debt during the quarter ended June 30, 2008.

 

·                                   Sales of $422.0 million of investments with a weighted-average discount margin of 5.42% and purchases of $456.2 million of investments with a weighted-average discount margin of 8.41%.

 

*     *     *

 



 

For the three and six months ended June 30, 2008, the Company reported GAAP net income totaling $37.6 million, or $0.26 per diluted common share, and $51.5 million, or $0.39 per diluted common share, respectively. GAAP net income for the three and six months ended June 30, 2007 totaled $53.0 million, or $0.65 per diluted common share, and $101.4 million, or $1.24 per diluted common share, respectively.

 

For the three and six months ended June 30, 2008, economic net income, a non-GAAP financial measurement, totaled $37.9 million, or $0.26 per diluted common share, and $52.6 million, or $0.40 per diluted common share, respectively. Economic net income, a non-GAAP financial measurement, for the three and six months ended June 30, 2007 totaled $53.8 million, or $0.66 per diluted common share, and $108.1 million, or $1.32 per diluted common share, respectively. Economic net income is the Company’s net income adjusted to exclude share-based compensation. A reconciliation of GAAP net income to economic net income is provided in Schedule IV.

 

Distribution

 

On August 7, 2008, the Company’s Board of Directors declared a distribution of $0.40 per common share for the quarter ended June 30, 2008.  The distribution is payable on August 29, 2008 to shareholders of record as of the close of business on August 15, 2008.

 

Debt Transactions

 

During the quarter ended June 30, 2008, the Company eliminated all short-term debt and as of June 30, 2008, the Company had no debt maturing in the next twelve months. 

 

In addition, during the quarter ended June 30, 2008, the Company retired $35.0 million of trust preferred securities at a weighted-average dollar price of 50.8 and recorded a gain from the transactions of $17.2 million.

 

Economic Portfolio Activity

 

During the quarter ended June 30, 2008, the Company began repositioning its portfolio to take advantage of opportunities in the market. During the quarter, the Company sold $422.0 million of investments with a weighted-average discount margin of 5.42%. Also during the quarter, the Company purchased $456.2 million of investments with a weighted-average discount margin of 8.41%. 

 

In addition, the Company received approximately $150.0 million of principal payments during the second quarter of 2008 on existing investments that the Company expects to generate incremental earnings from as it continues to invest at today’s attractive market prices.

 

Common Share Offering

 

On April 8, 2008, the Company consummated a public offering of 34.5 million common shares at a price of $11.85 per common share.  Net proceeds from the transaction before expenses totaled $384.3 million, which the Company will use for general corporate purposes.

 

Leverage

 

As of June 30, 2008, net economic leverage, a non-GAAP financial measurement, was 2.9x.  The computation of net economic leverage is included in Schedule IV.

 

Book Value Per Common Share

 

The Company’s GAAP book value per common share outstanding was $12.71 and $14.27 as of June 30, 2008 and December 31, 2007, respectively.

 

Information for Investors: Conference Call and Webcast

 

The Company will host a conference call and audio webcast to review its second quarter 2008 results on Thursday, August 7, 2008, at 5:00 p.m. EDT. The conference call can be accessed by dialing 877-397-0250 (Domestic) or 719-325-4879 (International); a pass code is not required. A replay will be available through Thursday, August 21, 2008 by dialing 888-203-1112 (Domestic) and 719-457-0820 (International) / pass code 7459334. Supplemental materials that will be discussed during the call, as well as a live webcast of the call, will be accessible on the Company’s website, at www.kkrkfn.com, via a link from the Investor Relations section. A replay of the audio webcast will be archived in the Investor Relations section of the Company’s website.

 

Note Regarding Use of Non-GAAP Financial Measurements

 

The non-GAAP financial measurements referred to in this earnings release are provided as supplemental information, and should not be relied upon as alternative measures to GAAP. These non-GAAP financial measurements consist of items calculated by the Company on an “economic” basis, which includes the following: (i) presentation of the Company’s proportionate share of certain structured finance vehicles where the Company holds a majority ownership interest (the “Joint CLOs”) and consolidates such vehicles in accordance with GAAP and (ii) exclusion of share-based compensation in the calculation of economic net income or loss. The Company believes that the non-GAAP financial measurements presented in this earnings release provide useful information to investors by providing an understanding of the Company’s financial condition and operating performance by which liquidity and periodic results, for purposes of evaluating the net income available for distributions to shareholders, can be assessed.

 

 



 

About KKR Financial Holdings LLC

 

KKR Financial Holdings LLC is a publicly traded specialty finance company that invests in multiple asset classes. KKR Financial Holdings LLC is externally managed by KKR Financial Advisors LLC, a wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. (Fixed Income) LLC, which is a wholly-owned subsidiary of Kohlberg Kravis Roberts & Co. L.P. KKR Financial Holdings LLC is an affiliate of Kohlberg Kravis Roberts & Co. L.P.  Additional information regarding KKR Financial Holdings LLC is available at http://www.kkrkfn.com.

 

Statements in this press release which are not historical fact may be deemed 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. Although KKR Financial Holdings LLC believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include completion of pending investments, continued ability to source new investments, the availability and cost of capital for future investments, competition within the specialty finance sector, economic conditions, credit loss experience, availability of financing, maintenance of sufficient liquidity, and other risks disclosed from time to time in the Company’s filings with the SEC.

 

 



Schedule I

KKR Financial Holdings LLC

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands, except per share information)

 

 

 

For the three

 

For the three

 

For the six

 

For the six

 

 

 

months ended

 

months ended

 

months ended

 

months ended

 

 

 

June 30, 2008

 

June 30, 2007

 

June 30, 2008

 

June 30, 2007

 

Net investment income:

 

 

 

 

 

 

 

 

 

Securities interest income

 

$

34,788

 

$

27,262

 

$

74,597

 

$

49,935

 

Loan interest income

 

184,550

 

146,435

 

401,087

 

277,812

 

Dividend income

 

1,092

 

965

 

1,908

 

1,940

 

Other interest income

 

4,998

 

5,674

 

16,074

 

8,251

 

Total investment income

 

225,428

 

180,336

 

493,666

 

337,938

 

Interest expense

 

(128,037

)

(124,265

)

(282,102

)

(236,050

)

Interest expense to affiliates

 

(19,707

)

(8,256

)

(47,525

)

(8,256

)

Provision for loan losses

 

(10,000

)

 

(10,000

)

 

Net investment income

 

67,684

 

47,815

 

154,039

 

93,632

 

Other (loss) income:

 

 

 

 

 

 

 

 

 

Net realized and unrealized (loss) gain on derivatives and foreign exchange

 

(5,918

)

6,481

 

(52,934

)

13,619

 

Net realized and unrealized (loss) gain on investments

 

(17,217

)

26,739

 

(30,976

)

33,764

 

Net realized and unrealized (loss) gain on residential mortgage-backed securities, residential mortgage loans, and residential mortgage-backed securities issued, carried at estimated fair value

 

(5,594

)

1,526

 

(14,772

)

(1,691

)

Net realized and unrealized gain on securities sold, not yet purchased

 

1,664

 

575

 

8,650

 

575

 

Gain on extinguishment of debt

 

17,225

 

 

17,225

 

 

Other income

 

513

 

2,540

 

5,469

 

4,588

 

Total other (loss) income

 

(9,327

)

37,861

 

(67,338

)

50,855

 

Non-investment expenses:

 

 

 

 

 

 

 

 

 

Related party management compensation

 

10,387

 

15,114

 

19,546

 

34,413

 

General, administrative and directors expenses

 

5,752

 

3,991

 

10,274

 

10,252

 

Professional services

 

1,071

 

759

 

2,928

 

1,300

 

Loan servicing

 

2,391

 

2,939

 

4,960

 

6,023

 

Total non-investment expenses

 

19,601

 

22,803

 

37,708

 

51,988

 

Income from continuing operations before equity in income of unconsolidated affiliate and income tax expense

 

38,756

 

62,873

 

48,993

 

92,499

 

Equity in income of unconsolidated affiliate

 

 

5,725

 

 

12,706

 

Income from continuing operations before income tax expense

 

38,756

 

68,598

 

48,993

 

105,205

 

Income tax expense

 

(116

)

(83

)

(116

)

(859

)

Income from continuing operations

 

38,640

 

68,515

 

48,877

 

104,346

 

(Loss) income from discontinued operations

 

(1,079

)

(15,544

)

2,668

 

(2,951

)

Net income

 

$

37,561

 

$

52,971

 

$

51,545

 

$

101,395

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Income per share from continuing operations

 

$

0.26

 

$

0.85

 

$

0.38

 

$

1.30

 

(Loss) income per share from discontinued operations

 

 

(0.19

)

0.02

 

(0.04

)

Net income per share

 

$

0.26

 

$

0.66

 

$

0.40

 

$

1.26

 

Diluted

 

 

 

 

 

 

 

 

 

Income per share from continuing operations

 

$

0.26

 

$

0.84

 

$

0.37

 

$

1.28

 

(Loss) income per share from discontinued operations

 

 

(0.19

)

0.02

 

(0.04

)

Net income per share

 

$

0.26

 

$

0.65

 

$

0.39

 

$

1.24

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

146,025

 

80,241

 

130,289

 

80,240

 

Diluted

 

146,749

 

81,933

 

130,964

 

81,805

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per common share

 

$

0.40

 

$

0.56

 

$

0.90

 

$

1.10

 

 

 



 

Schedule II

KKR Financial Holdings LLC

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in thousands, except share information)

 

 

 

As of
June 30, 2008

 

As of
December 31, 2007

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

189,008

 

$

524,080

 

Restricted cash and cash equivalents

 

730,303

 

1,067,797

 

Securities available-for-sale, $1,087,747 and $1,346,247 pledged as collateral as of June 30, 2008 and December 31, 2007, respectively

 

1,117,788

 

1,359,541

 

Corporate loans, net of allowance for loan losses of $35,000 and $25,000 as of June 30, 2008 and December 31, 2007, respectively

 

8,708,005

 

8,634,208

 

Residential mortgage-backed securities, at estimated fair value, $72,668 and $117,833 pledged as collateral as of June 30, 2008 and December 31, 2007, respectively

 

115,652

 

131,688

 

Residential mortgage loans, at estimated fair value

 

3,394,996

 

3,921,323

 

Corporate loans held for sale

 

66,652

 

 

Derivative assets

 

28,436

 

18,737

 

Interest and principal receivable

 

111,038

 

162,465

 

Non-marketable equity securities

 

20,079

 

20,084

 

Reverse repurchase agreements

 

 

69,840

 

Other assets

 

78,459

 

86,504

 

Assets of discontinued operations

 

 

3,049,758

 

Total assets

 

$

14,560,416

 

$

19,046,025

 

Liabilities

 

 

 

 

 

Repurchase agreements

 

$

 

$

2,808,066

 

Collateralized loan obligation senior secured notes

 

7,549,318

 

5,948,610

 

Collateralized loan obligation junior secured notes to affiliates

 

525,420

 

525,420

 

Secured revolving credit facility

 

378,306

 

167,024

 

Secured demand loan

 

 

24,151

 

Convertible senior notes

 

300,000

 

300,000

 

Junior subordinated notes

 

293,826

 

329,908

 

Subordinated notes to affiliates

 

80,000

 

152,574

 

Residential mortgage-backed securities issued, at estimated fair value

 

3,204,392

 

3,169,353

 

Accounts payable, accrued expenses and other liabilities

 

13,392

 

7,390

 

Accrued interest payable

 

97,749

 

114,035

 

Accrued interest payable to affiliates

 

55,375

 

44,121

 

Related party payable

 

5,439

 

9,694

 

Securities sold, not yet purchased

 

22,890

 

100,394

 

Derivative liabilities

 

116,880

 

56,663

 

Liabilities of discontinued operations

 

 

3,644,083

 

Total liabilities

 

12,642,987

 

17,401,486

 

Shareholders’ Equity

 

 

 

 

 

Preferred shares, no par value, 50,000,000 shares authorized and none issued and outstanding at June 30, 2008 and December 31, 2007

 

 

 

Common shares, no par value, 250,000,000 shares authorized, and 150,843,151 and 115,248,990 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively

 

 

 

Paid-in-capital

 

2,551,800

 

2,167,156

 

Accumulated other comprehensive loss

 

(202,586

)

(157,245

)

Accumulated deficit

 

(431,785

)

(365,372

)

Total shareholders’ equity

 

1,917,429

 

1,644,539

 

Total liabilities and shareholders’ equity

 

$

14,560,416

 

$

19,046,025

 

 

 



 

Schedule III

KKR Financial Holdings LLC

ECONOMIC INVESTMENT PORTFOLIO AS OF JUNE 30, 2008 (UNAUDITED)

 

(amounts in thousands) (1)

 

Amortized Cost

 

Estimated
Fair Value

 

Portfolio Mix
% by Fair Value

 

Corporate loans (2)(3)

 

$

6,924,449

 

$

6,467,907

 

84.1

%

Corporate securities (3)

 

1,004,765

 

871,315

 

11.3

 

Residential mortgage-backed securities (4)

 

368,278

 

315,175

 

4.1

 

Marketable equity securities

 

28,154

 

17,666

 

0.2

 

Non-marketable equity securities

 

20,079

 

20,079

 

0.3

 

Total

 

$

8,345,725

 

$

7,692,142

 

100.0

%

 


 

(1)                                    The table excludes securities sold, not yet purchased with a cost of $27.2 million and an estimated fair value of $22.9 million.

 

(2)                                    Total loans exclude the allowance for loan losses of $35.0 million and include loans held for sale with an estimated fair value of $48.6 million.

 

(3)                                    Represents corporate loans and securities adjusted to reflect the Company’s proportionate share of its investment of the Joint CLOs as further described above in the note regarding use of non-GAAP financial measurements. GAAP corporate loans and securities have an amortized cost of $8.8 billion and $1.3 billion, respectively, and estimated fair value of $8.2 billion and $1.1 billion, respectively.

 

(4)                                    Represents residential mortgage-backed securities with a cost of $134.5 million and an estimated fair value of $115.7 million, plus the net difference between residential mortgage loans (cost of $3.7 billion and estimated fair value of $3.4 billion) and residential mortgage-backed securities issued (cost of $3.4 billion and estimated fair value of $3.2 billion) plus $8.9 million of real estate owned, which is included in other assets on the consolidated balance sheet.

 

 

Schedule IV

KKR Financial Holdings LLC

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

 

Economic Net Income

 

The reconciliation of economic net income to GAAP net income for the three and six months ended June 30, 2008 and 2007 is as follows:

 

(amounts in thousands)

 

For the three months ended June 30, 2008

 

For the three months ended June 30, 2007

 

For the six months ended June 30, 2008

 

For the six months ended June 30, 2007

 

Economic net income

 

$

37,934

 

$

53,825

 

$

52,558

 

$

108,087

 

Share-based compensation

 

(373

)

(854

)

(1,013

)

(6,692

)

GAAP net income

 

$

37,561

 

$

52,971

 

$

51,545

 

$

101,395

 

 

Net Economic Leverage

 

The computation of net economic leverage as of June 30, 2008 is as follows:

 

(amounts in thousands)

 

 

 

Economic borrowings:

 

 

 

Collateralized loan obligation senior secured notes

 

$

5,983,917

 

Secured revolving credit facility

 

378,306

 

Convertible senior notes

 

300,000

 

Total economic borrowings excluding junior subordinated notes

 

6,662,223

 

Less: Economic unrestricted cash

 

(189,008

)

Total economic debt excluding junior subordinated notes and economic unrestricted cash (A)

 

$

6,473,215

 

 

 

 

 

Total economic shareholders’ equity

 

$

1,960,705

 

Economic junior subordinated notes

 

293,826

 

Total economic shareholders’ equity including economic junior subordinated notes (B)

 

$

2,254,531

 

 

 

 

 

Net economic leverage (A)/(B)

 

2.9x