KKR FINANCIAL HOLDINGS LLC 
By SAN FRANCISCO, Jan. 31, 2014 /PRNewswire/ -- KKR Financial Holdings LLC (NYSE:KFN) ("KFN" or the "Company") today announced its results for the fourth quarter and full year ended December 31, 2013.
Fourth-Quarter and Full-Year 2013 Highlights
-- Net income available to common shareholders for the fourth quarter and
year ended December 31, 2013 totaled $62.0 million and $265.8 million,
respectively, relative to $77.0 million and $348.2 million for the
comparable periods of 2012.
-- Net income per diluted common share totaled $0.30 and $1.31 for the
quarter and year ended December 31, 2013, respectively, relative to
$0.40 and $1.87 for the comparable prior-year periods.
-- A quarterly cash distribution of $0.22 per common share was declared for
the fourth quarter of 2013.
-- Book value per common share was $10.58 as of December 31, 2013, up from
$10.42 as of September 30, 2013 and $10.31 per common share as of
December 31, 2012.
For the three months ended December 31, 2013, the Company reported net income available to common shareholders of $62.0 million, or $0.30 per diluted common share, compared with $77.0 million, or $0.40 per diluted common share, for the comparable prior-year period. For the full year ended December 31, 2013, the Company reported net income available to common shareholders of $265.8 million, or $1.31 per diluted common share, compared with $348.2 million, or $1.87 per diluted common share, for the comparable prior-year period.
The Company's fourth-quarter 2013 results included total revenues of $139.5 million, total investment costs and expenses of $81.6 million, total other income of $33.2 million, and total other expenses of $22.3 million. Comparatively, KFN's fourth-quarter 2012 results reflected total revenues of $133.7 million, total investment costs and expenses of $72.6 million, total other income of $37.4 million, and total other expenses of $21.4 million. In addition, the Company expensed a $6.9 million distribution on its perpetual preferred shares for the fourth quarter of 2013. As these shares were issued in January 2013, there was no comparable payment in the prior-year period.
Total revenues of $139.5 million for the fourth quarter of 2013 represented an increase of approximately 4% from the comparable prior-year period. This resulted from a combination of a $14.8 million increase in oil and gas revenues, stemming from a higher level of production from a larger portfolio than in the prior-year period, and a $6.0 million increase in other revenues, predominantly in the form of one-time dividends from certain equity holdings. These increases were largely offset by a $15.0 million decline in loan and securities interest income, which was primarily attributable to (a) a $9.9 million decline in scheduled and prepayment-related discount accretion from the Company's loan portfolio, which was held closer to par at December 31, 2013 than at December 31, 2012, and (b) a $3.0 million decline in securities interest income excluding discount accretion largely resulting from a reduction in the interest rate earned on the Company's high-yield bond holdings from the fourth quarter of 2012 to the fourth quarter of 2013.
Total investment costs and expenses of $81.6 million for the fourth quarter of 2013 represented an increase of approximately 12% from the comparable prior-year period. This was primarily due to the recording of a provision for loan losses of $12.4 million for the fourth quarter of 2013 as compared to no provision being recorded for the prior-year period. In addition, expenses associated with the Company's oil and gas portfolio increased by approximately $6.5 million from the prior-year period, primarily resulting from increased depletion, depreciation, and amortization expense generated by a higher level of production from a larger portfolio than in the prior-year period. These factors were partially offset by a $9.4 million decline in interest expense and interest expense to affiliates largely resulting from the amortization of the Company's legacy collateralized loan obligation transactions.
Total other income of $33.2 million for the fourth quarter of 2013 reflected a decrease of approximately 11% from the comparable prior-year period, stemming largely from a $10.4 million impairment of certain natural resources holdings as well as $2.3 million in realized and unrealized losses on derivatives and foreign exchange.
KFN's full-year 2013 net income available to common shareholders was $265.8 million, a decline from $348.2 million for the prior-year period. This comprised total revenues of $545.9 million, total investment costs and expenses of $305.7 million, total other income of $150.9 million, and total other expenses of $97.4 million. Comparatively, KFN's full-year 2012 results reflected total revenues of $555.5 million, total investment costs and expenses of $318.4 million, total other income of $205.8 million, and total other expenses of $98.2 million. The Company also expensed $27.4 million in distributions on its perpetual preferred shares over the course of 2013. As these shares were issued in January 2013, there were no comparable payments in the prior-year period.
Total revenues for the full year ended December 31, 2013 declined 2% from the comparable prior-year period. This resulted from a $78.6 million decline in loan and securities interest income primarily due to (a) a $51.4 million decline in loan interest income largely driven by a $37.8 million reduction in total recurring and prepayment-related discount accretion, and (b) a $27.1 million decline in securities interest income primarily resulting from a lower weighted average par balance of the Company's high-yield bond holdings during 2013 than in 2012. These factors were largely offset by a $54.6 million increase in oil and gas revenues, resulting from a higher level of production in 2013 than in 2012, as well as a $14.4 million increase in other revenues.
Total investment costs and expenses for the full year ended December 31, 2013 declined 4% from the comparable prior-year period. This was driven predominantly by a $26.4 million decline in aggregate interest expense as the Company's legacy collateralized loan obligations continued to amortize during 2013, coupled with a smaller provision for loan losses taken in 2013 than in 2012. These factors were offset by a $29.0 million increase in oil-and-gas-related costs and expenses in connection with increased production over the period.
Total other income for the full year ended December 31, 2013 declined 27% from the comparable prior-year period, stemming largely from a lower level of realized and unrealized gains on investments in 2013 than in 2012. In addition, other income was reduced by a $20.3 million non-cash charge on extinguishment of debt associated with retirement of the Company's $172.5 million face amount of 7.5% convertible notes due 2017 through the issuance of 26.1 million common shares in the first quarter of 2013.
"We're pleased with KFN's fourth-quarter results," said Craig J. Farr, CEO of KFN. "While we benefited from the strength of debt and equity markets during the period through unrealized gains and one-time dividends, we also deployed over $300 million of capital to differentiated and largely yielding opportunities."
Proposed Acquisition by KKR & Co. L.P.
On December 16, 2013, the Company announced that it had signed a definitive merger agreement under which KKR & Co. L.P. ("KKR") will acquire the Company through a stock-for-stock merger. Under the agreement, which has been approved by the boards of directors of both KKR and KFN, in KFN's case based on the unanimous recommendation of a committee of its independent directors, shareholders of KFN will receive 0.51 common units of KKR for each common share of KFN.
The transaction is subject to approval by a majority of KFN's outstanding common shares, including a majority of those held by owners other than KKR and its affiliates, as well as satisfaction of certain other closing conditions, including receipt of customary regulatory approvals. Upon closing of the transaction, which is expected in the first half of 2014, KFN will become a subsidiary of KKR. KFN's perpetual preferred shares as well as its junior subordinated and senior notes will remain outstanding securities of KFN.
Selected Portfolio Activity
Bank Loans and High-Yield Debt Strategy
On December 20, 2013, the Company priced a new collateralized loan obligation transaction, KKR Financial CLO 2013-2, Ltd. ("CLO 2013-2"), which closed on January 23, 2014 at $384.0 million. The Company retained the entirety of CLO 2013-2's $44.8 million of subordinated notes. The notes issued by CLO 2013-2 are non-recourse to the Company.
The Company also acquired $31.5 million par amount of subordinated notes issued by Sound Point CLO IV, Ltd., which closed December 17, 2013. This represents the Company's first deployment to a collateralized loan obligation transaction managed by a third party.
Private Equity Strategy
On January 16, 2014, the Company announced that it had agreed to acquire a minority stake in LCI Helicopters Ltd. ("LCIH"), the helicopter leasing subsidiary of Lease Corporation International, a Libra Group company. The Company committed $105.0 million to LCIH, of which $50.0 million was funded in December 2013. The investment was made to help LCIH to grow its fleet significantly and advance its leadership position in the rapidly expanding helicopter leasing business.
The Company also deployed an incremental $32.3 million toward its earlier commitment to Maritime Finance Company, a specialty finance company created to originate, structure, underwrite, invest in and distribute debt financings secured by high-quality maritime assets. This brings its deployment to date to $116.6 million against a $150.0 million commitment.
Book Value
Book value per common share increased to $10.58 as of December 31, 2013 from $10.42 as of September 30, 2013. The increase was predominantly driven by (a) fourth-quarter net income available to common shareholders of $0.30 per diluted common share and (b) a decrease in the Company's accumulated other comprehensive loss, a component of shareholders' equity, of $0.07 per diluted common share as a result of increases in the value of certain interest rate swaps designated as cash flow hedges as well as certain securities available for sale. These factors were partially offset by distributions of $0.22 per share paid to common shareholders during the quarter.
Distribution
On January 30, 2014, the Company's board of directors declared a cash distribution of $0.22 per common share. The distribution is payable on February 27, 2014 to common shareholders of record as of the close of business on February 13, 2014.
Conference Call and Webcast
The Company will host a conference call and audio webcast to review its results for the fourth quarter and year ended December 31, 2013 on January 31, 2014, at 6:00 a.m. PT (9:00 a.m. ET). The conference call may be accessed by dialing (877) 303-4382 (domestic) or +1 (253) 237-1193 (international); a pass code is not required. A replay of the live broadcast will be available by dialing (855) 859-2056 (domestic) and +1 (404) 537-3406 (international), pass code 35265962, beginning approximately two hours after completion of the event. Additionally, the conference call will be broadcast live over the Internet and subsequently archived and may be accessed through the KFN Investor Relations section of the KKR website at http://ir.kkr.com/kfn_ir/kfn_events.cfm. Supplemental materials that will be discussed during the call will be available at the same website location.
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/prospectus of KFN. The registration statement has not yet become effective. Following the registration statement having been declared effective by the SEC, KKR and KFN plan to file with the SEC, and KFN plans to mail to its shareholders, a definitive proxy statement/prospectus in connection with the transaction. KKR also plans 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 filed or to be filed by KKR or KFN when they become available, because these materials contain or will 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 KFN at http://ir.kkr.com/kfn_ir/kfn_sec.cfm or by e-mailing 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 proxy statement for its 2013 annual meeting of shareholders, filed with the SEC on March 18, 2013. 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, 2012, filed with the SEC on February 22, 2013. 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, 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, 2012, filed with the SEC on February 28, 2013, 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 For the
three For the For the
months ended months ended year ended year ended
December 31, December 31, December 31, December 31,
2013 2012 2013 2012
---- ---- ---- ----
Revenues
Loan interest
income $87,368 $98,052 $360,287 $411,736
Securities
interest
income 10,192 14,462 49,518 76,642
Oil and gas
revenue 35,060 20,273 119,178 64,535
Other 6,890 868 16,923 2,560
----- --- ------ -----
Total revenues 139,510 133,655 545,906 555,473
------- ------- ------- -------
Investment costs and
expenses
Interest
expense 44,850 41,234 163,216 165,022
Interest
expense to
affiliates 458 13,455 26,943 51,586
Provision for
loan losses 12,405 - 32,812 46,498
Oil and gas
production
costs 9,394 9,939 35,814 28,980
Oil and gas
depreciation,
depletion and
amortization 14,151 7,064 44,061 21,931
Other 328 876 2,859 4,358
--- --- ----- -----
Total
investment
costs and
expenses 81,586 72,568 305,705 318,375
------ ------ ------- -------
Other income
Net realized
and unrealized
gain on
investments 31,677 32,268 157,074 193,056
Net realized
and unrealized
(loss) gain on
derivatives
and foreign
exchange (1,826) 492 (6,838) (2,091)
Net gain (loss)
on
restructuring
and
extinguishment
of debt 254 - (20,015) (445)
Other income 3,139 4,638 20,704 15,302
----- ----- ------ ------
Total other
income 33,244 37,398 150,925 205,822
------ ------ ------- -------
Other expenses
Related party
management
compensation 11,832 14,820 68,576 72,339
General,
administrative
and directors
expenses 6,386 4,244 19,524 19,157
Professional
services 4,041 2,327 9,329 6,661
----- ----- ----- -----
Total other
expenses 22,259 21,391 97,429 98,157
------ ------ ------ ------
Income before
income taxes 68,909 77,094 293,697 344,763
Income tax
expense
(benefit) 33 81 467 (3,467)
--- --- --- ------
Net income $68,876 $77,013 $293,230 $348,230
======= ======= ======== ========
Preferred share
distributions 6,891 - 27,411 -
----- --- ------ ---
Net income
available to
common
shareholders $61,985 $77,013 $265,819 $348,230
======= ======= ======== ========
Net income per common share:
Basic $0.30 $0.43 $1.31 $1.95
===== ===== ===== =====
Diluted $0.30 $0.40 $1.31 $1.87
===== ===== ===== =====
Weighted-average number of
common shares outstanding:
Basic 204,154 177,906 202,411 177,838
======= ======= ======= =======
Diluted 204,154 202,371 202,411 187,423
======= ======= ======= =======
Distributions
declared per
common share $0.22 $0.21 $0.90 $0.86
===== ===== ===== =====
Schedule II
KKR Financial Holdings LLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands, except share information)
December 31, December 31,
2013 2012
---- ----
Assets
Cash and cash
equivalents $157,167 $237,606
Restricted cash and
cash equivalents 350,385 896,396
Securities 573,312 533,520
Corporate loans, net
(includes $237,480 and
$35,879 measured at
estimated fair value
and $279,748 and
$128,289 loans held
for sale as of
December 31, 2013 and
December 31, 2012,
respectively) 6,466,720 5,947,857
Equity investments, at
estimated fair value
(zero and $7,187
pledged as collateral
as of December 31,
2013 and December 31,
2012, respectively) 181,212 161,621
Oil and gas properties,
net 400,369 289,929
Interests in joint
ventures and
partnerships 436,241 149,534
Derivative assets 30,224 23,207
Interest and principal
receivable 33,570 46,960
Other assets 87,998 72,249
------ ------
Total assets $8,717,198 $8,358,879
========== ==========
Liabilities
Collateralized loan
obligation secured
notes $5,249,383 $5,122,338
Collateralized loan
obligation junior
secured notes to
affiliates - 296,557
Credit facilities 125,289 107,789
Convertible senior
notes - 166,028
Senior notes 362,276 362,178
Junior subordinated
notes 283,517 283,517
Accounts payable,
accrued expenses and
other liabilities 58,215 25,931
Accrued interest
payable 23,575 20,519
Accrued interest
payable to affiliates - 6,632
Related party payable 5,574 10,998
Derivative liabilities 81,635 117,270
------ -------
Total liabilities 6,189,464 6,519,757
--------- ---------
Shareholders' equity
Preferred shares, no
par value, 50,000,000
shares authorized and
14,950,000 and zero
issued and outstanding
as of December 31,
2013 and December 31,
2012, respectively - -
Common shares, no par
value, 500,000,000
shares authorized, and
204,824,159 and
178,437,078 shares
issued and outstanding
as of December 31,
2013 and December 31,
2012, respectively - -
Paid-in-capital 3,315,117 2,762,584
Accumulated other
comprehensive loss (15,652) (70,226)
Accumulated deficit (771,731) (853,236)
-------- --------
Total shareholders'
equity 2,527,734 1,839,122
--------- ---------
Total liabilities and
shareholders' equity $8,717,198 $8,358,879
========== ==========
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
SOURCE KKR Financial Holdings LLC
