EX-99.1 2 a07-19551_1ex99d1.htm EARNINGS RELEASE

Exhibit 99.1

Investor Contact
Laurie Poggi
KKR Financial LLC
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 2007 Financial Results

SAN FRANCISCO, CA, July 16, 2007—KKR Financial Holdings LLC (NYSE: KFN) (“KFN” or the “Company”) today announced its results for the second quarter of 2007.

Highlights of KKR Financial Holdings LLC’s performance include:

·                                          Net income for the quarter ended June 30, 2007 of $53.0 million, or $0.66 per diluted common share.

·                                          Net income adjusted for share-based compensation, a non-GAAP financial measurement, for the quarter ended June 30, 2007 of $53.8 million, or $0.67 per diluted common share.

·                                          Closed KKR Financial CLO 2007-1, Ltd., a $3.5 billion secured financing transaction on May 22, 2007.  Issued $2.4 billion of senior secured notes maturing in 2021 to investors at par with a weighted average coupon of three-month LIBOR plus 0.53% and issued $431.3 million of mezzanine and subordinated notes to affiliates.

·                                          Issued $70.0 million of 30-year trust preferred securities at par with a coupon of three-month LIBOR plus 2.50%.

·                                          Completed the conversion from a real estate investment trust to a limited liability company.

*        *        *




KFN reported net income for the three and six months ended June 30, 2007 of $53.0 million and $101.4 million, respectively, or $0.66 and $1.26 per diluted common share, respectively.  Results for the three and six months ended June 30, 2007 represent an increase of 51.9% and 55.3%, respectively, from net income for the three and six months ended June 30, 2006 of $34.9 million and $65.3 million, respectively, or $0.44 and $0.82 per diluted common share, respectively.

Net income includes share-based compensation expense for the three and six months ended June 30, 2007 of $0.8 million and $6.7 million, respectively, or $0.01 and $0.09 per diluted common share, respectively. For the three and six months ended June 30, 2006, share-based compensation expense totaled $5.1 million and $11.9 million, or $0.06 and $0.15 per diluted common share, respectively. Net income adjusted for share-based compensation, a non-GAAP financial measurement consisting of GAAP net income plus GAAP share-based compensation expense, for the three and six months ended June 30, 2007 totaled $53.8 million and $108.1 million, or $0.67 and $1.35 per diluted common share, respectively.  Current period results represent an increase of 34.2% and 40.0%, respectively, from the three and six month periods ended June 30, 2006 of $40.1 million and $77.2 million, respectively, or $0.50 and $0.97 per diluted common share, respectively.

Book Value Per Common Share

The Company’s book value per common share outstanding was $20.91 and $20.95 as of June 30, 2007 and March 31, 2007, respectively.

Conversion Transaction

On May 4, 2007, the Company completed a conversion transaction, pursuant to which KKR Financial Corp. became a subsidiary of the Company and each outstanding share of KKR Financial Corp.’s common stock was converted into one share of the Company’s common shares, which are publicly traded on the New York Stock Exchange. The Company has not elected to be treated as a REIT for U.S. federal income tax purposes; however, the Company intends to be treated as a partnership, and not as an association or publicly traded partnership that is taxable as a corporation, for U.S. federal income tax purposes.

KKR Financial CLO 2007-1, Ltd.

The Company closed KKR Financial CLO 2007-1, Ltd., a $3.5 billion secured financing transaction, on May 22, 2007.  The Company issued $2.4 billion of senior secured notes at par to investors with a weighted average coupon of three-month LIBOR plus 0.53% and issued $244.7 million of mezzanine notes and $186.6 million of subordinated notes to affiliates.  The mezzanine notes have a weighted average coupon of three-month LIBOR plus 4.85%.  The subordinated notes do not have a contractual coupon rate, but instead will receive a pro rata amount of the net distributions from KKR Financial CLO 2007-1, Ltd.

The senior secured notes issued to investors consist of the following three classes of notes:  (i) $1,849.0 million of Class A notes rated Aaa/AAA and bearing interest at three-month LIBOR plus 0.35%; (ii) $220.3 million of Class B notes rated Aa2/AA and bearing interest at three-month LIBOR plus 0.75%; and (iii) $299.3 million of Class C notes rated A2/A and bearing interest at three-month LIBOR plus 1.45%.

Trust Preferred Securities

During June 2007, the Company issued $72.2 million of junior subordinated notes to KKR Financial Capital Trust VI (the “Trust”), an entity the Company formed for issuing trust preferred securities and through which the Company received $70.0 million in gross proceeds through the Trust’s issuance of trust preferred securities to unaffiliated investors in June 2007.  Interest is payable quarterly at a floating rate equal to three-month LIBOR plus 2.50%.




Information for Investors: Conference Call and Webcast

The Company will host a conference call and audio webcast to review its second quarter 2007 results on Tuesday, July 17, 2007, at 9:30 a.m. EDT. The conference call can be accessed by dialing 800-562-8369 (Domestic) or 913-312-1299 (International); a pass code is not required. A replay will be available through July 31, 2007 by dialing 888-203-1112 (Domestic) and 719-457-0820 (International) / pass code 5425778. A live web cast 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 web cast will be archived in the Investor Relations section of the Company’s website.

About KKR Financial Holdings LLC

KKR Financial Holdings LLC is a specialty finance company that uses leverage with the objective of generating competitive risk-adjusted returns. The Company seeks to achieve its investment objective by investing in (i) corporate loans and debt securities, (ii) marketable equity securities and (iii) non-marketable equity securities. The Company also makes opportunistic investments in other asset classes from time to time, including investments in residential and commercial mortgage loans and securities.

KKR Financial Holdings LLC is not currently reinvesting funds in residential real estate-related investments as those investments pay down in the ordinary course but may choose to do so if new residential real estate-related investments meet its return requirements.  In addition, KKR Financial Holdings LLC is considering other alternatives to reducing its residential real estate-related investments, including selling all or a portion of its residential real estate-related investments through asset sales or sales or other dispositions of the common stock of KKR Financial Corp.

KKR Financial Holdings LLC is a Delaware limited liability company and was organized on January 17, 2007.  KKR Financial Holdings LLC is the successor to KKR Financial Corp., a Maryland Corporation.  KKR Financial Corp. was originally incorporated in the State of Maryland on July 7, 2004 and elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.  On May 4, 2007, KKR Financial Holdings LLC completed a restructuring transaction, pursuant to which KKR Financial Corp. became a subsidiary of KKR Financial Holdings LLC and each outstanding share of KKR Financial Corp.’s common stock was converted into one of KKR Financial Holdings LLC’s common shares, which are publicly traded on the New York Stock Exchange.  KKR Financial Holdings LLC has not elected to be treated as a REIT for U.S. federal income tax purposes; however, KKR Financial Holdings LLC intends to be treated as a partnership, and not as an association or publicly traded partnership that is taxable as a corporation, for U.S. federal income tax purposes.

KKR Financial Advisors LLC, a wholly owned subsidiary of KKR Financial LLC, manages the Company pursuant to a management agreement. KKR Financial Holdings LLC, KKR Financial LLC, and KKR Financial Advisors LLC are affiliates of Kohlberg Kravis Roberts & Co. L.P.

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 originate new investments, the mix of originations and prepayment levels, 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 
months ended
June 30, 2007

 

For the three
months ended
June 30, 2006

 

For the six
months ended
June 30, 2007

 

For the six
months ended
June 30, 2006

 

Net investment income:

 

 

 

 

 

 

 

 

 

Securities interest income

 

$

114,294

 

$

94,010

 

$

229,902

 

$

173,974

 

Loan interest income

 

148,993

 

130,098

 

282,735

 

255,204

 

Dividend income

 

884

 

912

 

1,858

 

1,795

 

Other interest income

 

5,960

 

1,807

 

8,647

 

3,652

 

Total investment income

 

270,131

 

226,827

 

523,142

 

434,625

 

Interest expense

 

(218,475

)

(175,094

)

(418,541

)

(331,657

)

Net investment income

 

51,656

 

51,733

 

104,601

 

102,968

 

Other income:

 

 

 

 

 

 

 

 

 

Net unrealized loss on trading securities and loans carried at fair value

 

(16,821

)

 

(14,052

)

 

Net realized and unrealized gain on derivatives and foreign exchange

 

6,481

 

3,299

 

13,619

 

3,309

 

Net realized gain on investments

 

26,752

 

691

 

33,696

 

2,139

 

Fee and other income

 

2,540

 

458

 

4,588

 

673

 

Total other income

 

18,952

 

4,448

 

37,851

 

6,121

 

Non-investment expenses:

 

 

 

 

 

 

 

 

 

Related party management compensation

 

15,114

 

13,778

 

34,413

 

28,218

 

Professional services

 

806

 

548

 

1,347

 

1,495

 

Loan servicing expense

 

3,126

 

3,720

 

6,389

 

7,716

 

Insurance expense

 

192

 

274

 

386

 

498

 

Directors expenses

 

285

 

375

 

605

 

748

 

General and administrative expenses

 

3,756

 

2,436

 

9,764

 

4,664

 

Total non-investment expenses

 

23,279

 

21,131

 

52,904

 

43,339

 

Income before equity in income of unconsolidated affiliate and income tax expense

 

47,329

 

35,050

 

89,548

 

65,750

 

Equity in income of unconsolidated affiliate

 

5,725

 

 

12,706

 

 

Income before income tax expense

 

53,054

 

35,050

 

102,254

 

65,750

 

Income tax expense

 

83

 

119

 

859

 

431

 

Net income

 

$

52,971

 

$

34,931

 

$

101,395

 

$

65,319

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.67

 

$

0.45

 

$

1.29

 

$

0.84

 

Diluted

 

$

0.66

 

$

0.44

 

$

1.26

 

$

0.82

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

78,770

 

77,675

 

78,769

 

77,675

 

Diluted

 

80,462

 

79,410

 

80,334

 

79,237

 

Distributions declared per common share

 

$

0.56

 

$

0.45

 

$

1.10

 

$

0.85

 

 




Schedule II
KKR Financial Holdings LLC
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in thousands, except share information)

 

June 30,
2007

 

December 31,
2006

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

23,481

 

$

5,125

 

Restricted cash and cash equivalents

 

713,219

 

138,065

 

Trading securities, $6,530,082 and $0 pledged as collateral as of June 30, 2007 and December 31, 2006, respectively

 

6,587,422

 

 

Securities available-for-sale, $1,180,412 and $8,336,435 pledged as collateral as of June 30, 2007 and December 31, 2006, respectively

 

1,438,966

 

8,500,636

 

Loans ($4,565,474 and $0 at fair value as of June 30, 2007 and December 31, 2006, respectively), net of allowance for loan losses of $0 and $1,500 as of June 30, 2007 and December 31, 2006, respectively

 

9,817,232

 

8,442,021

 

Derivative assets

 

80,786

 

63,433

 

Interest receivable

 

104,694

 

84,048

 

Principal receivable

 

26,315

 

4,540

 

Non-marketable equity securities

 

173,823

 

166,323

 

Investment in unconsolidated affiliate

 

 

104,035

 

Other assets

 

111,105

 

56,951

 

Total assets

 

$

19,077,043

 

$

17,565,177

 

Liabilities

 

 

 

 

 

Repurchase agreements

 

$

2,393,138

 

$

4,457,089

 

Collateralized loan obligation senior secured notes

 

4,621,000

 

2,252,500

 

Collateralized loan obligation junior secured notes to affiliates

 

431,293

 

 

Asset-backed secured liquidity notes

 

8,942,827

 

8,705,601

 

Secured revolving credit facility

 

156,531

 

34,710

 

Secured demand loan

 

41,658

 

41,658

 

Junior subordinated notes

 

329,908

 

257,743

 

Accounts payable, accrued expenses and other liabilities

 

355,950

 

45,237

 

Accrued interest payable

 

50,229

 

36,991

 

Related party payable

 

11,186

 

6,901

 

Income tax liability

 

500

 

601

 

Securities sold, not yet purchased

 

58,491

 

 

Derivative liabilities

 

1,805

 

2,715

 

Total liabilities

 

17,394,516

 

15,841,746

 

Stockholders’ Equity

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized and none issued and outstanding at June 30, 2007 and December 31, 2006

 

 

 

Common stock, $0.01 par value, 250,000,000 shares authorized and 80,464,713 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively

 

805

 

805

 

Additional paid-in-capital

 

1,677,022

 

1,670,330

 

Accumulated other comprehensive income

 

65,768

 

70,520

 

Accumulated deficit

 

(61,068

)

(18,224

)

Total stockholders’ equity

 

1,682,527

 

1,723,431

 

Total liabilities and stockholders’ equity

 

$

19,077,043

 

$

17,565,177

 

 




Schedule III
KKR Financial Holdings LLC
SUMMARY FINANCIAL DATA (UNAUDITED)

 

 

Three Months
Ended

 

Three Months
Ended

 

Six Months
Ended

 

Six Months
Ended

 

(amounts in thousands, except share information)

 

June 30, 2007

 

June 30, 2006

 

June 30, 2007

 

June 30, 2006

 

Net Income:

 

$

52,971

 

$

34,931

 

$

101,395

 

$

65,319

 

Earnings per diluted common share

 

$

0.66

 

$

0.44

 

$

1.26

 

$

0.82

 

 

 

 

 

 

 

 

 

 

 

Net Income + Share-Based Compensation (1):

 

$

53,825

 

$

40,074

 

$

108,087

 

$

77,245

 

Net income, adjusted for share-based compensation, per diluted common share

 

$

0.67

 

$

0.50

 

$

1.35

 

$

0.97

 

 

 

 

 

 

 

 

 

 

 

Profitability Ratio Information (2):

 

 

 

 

 

 

 

 

 

Return on equity

 

12.4

%

8.1

%

11.9

%

7.8

%

Return on assets

 

1.2

%

0.9

%

1.2

%

0.8

%

Efficiency ratio

 

7.9

%

9.1

%

9.2

%

9.8

%

 

 

 

 

 

 

 

 

 

 

Share Information:

 

 

 

 

 

 

 

 

 

Common shares outstanding

 

80,465

 

80,374

 

80,465

 

80,374

 

Basic EPS weighted-average common shares outstanding

 

78,770

 

77,675

 

78,769

 

77,675

 

Diluted EPS weighted-average common shares outstanding

 

80,462

 

79,410

 

80,334

 

79,237

 

 

Investment Portfolio Information

 

June 30, 2007

 

December 31, 2006

 

Residential mortgage securities

 

$

6,587,422

 

$

7,536,196

 

Residential loans

 

4,565,474

 

5,109,261

 

Total residential

 

11,152,896

 

12,645,457

 

Corporate securities

 

1,339,076

 

863,449

 

Corporate loans

 

5,137,004

 

3,225,567

 

Total corporate

 

6,476,080

 

4,089,016

 

Commercial real estate securities

 

31,609

 

32,023

 

Commercial real estate loans

 

114,754

 

108,693

 

Total commercial real estate

 

146,363

 

140,716

 

Marketable equity securities

 

68,281

 

68,968

 

Non-marketable equity securities

 

173,823

 

166,323

 

Total investment portfolio

 

18,017,443

 

17,110,480

 

 

Balance Sheet Information

 

June 30, 2007

 

December 31, 2006

 

Investment portfolio

 

$

18,017,443

 

$

17,110,480

 

Total assets

 

19,077,043

 

17,565,177

 

Total borrowings

 

16,916,355

 

15,749,301

 

Total liabilities

 

17,394,516

 

15,841,746

 

Stockholders’ equity

 

1,682,527

 

1,723,431

 

Book value per common share

 

20.91

 

21.42

 

Leverage

 

10.1

x

9.1

x

 


(1)             Non-GAAP financial measurement consisting of GAAP net income plus GAAP share-based compensation expense.

(2)             All ratios computed on an annualized basis. The efficiency ratio is defined as non-interest expense divided by total income.




Schedule IV
KKR Financial Holdings LLC
INVESTMENT PORTFOLIO BY INTEREST RATE TYPE AS OF JUNE 30, 2007 (UNAUDITED)

(amounts in thousands)(1)(2)

 

Carrying Value

 

Amortized Cost

 

Estimated
Fair Value

 

Portfolio Mix
% by Fair Value

 

Floating Rate:

 

 

 

 

 

 

 

 

 

Residential ARM Loans

 

$

1,172,530

 

$

1,190,441

 

$

1,172,530

 

6.5

%

Residential ARM Securities

 

4,850,890

 

4,843,801

 

4,850,890

 

26.9

 

Corporate Loans

 

5,071,211

 

5,071,211

 

5,085,623

 

28.2

 

Corporate Debt Securities

 

266,365

 

262,450

 

266,365

 

1.5

 

Commercial Real Estate Loans

 

114,754

 

114,754

 

115,357

 

0.6

 

Total Floating Rate

 

11,475,750

 

11,482,657

 

11,490,765

 

63.7

 

Hybrid Rate:

 

 

 

 

 

 

 

 

 

Residential Hybrid ARM Loans

 

3,392,944

 

3,427,884

 

3,392,944

 

18.8

 

Residential Hybrid ARM Securities

 

1,736,532

 

1,762,488

 

1,736,532

 

9.6

 

Total Hybrid Rate

 

5,129,476

 

5,190,372

 

5,129,476

 

28.4

 

Fixed Rate:

 

 

 

 

 

 

 

 

 

Corporate Loans

 

65,793

 

65,793

 

66,993

 

0.4

 

Corporate Debt Securities

 

1,072,711

 

1,074,421

 

1,072,711

 

5.9

 

Commercial Real Estate Debt Securities

 

31,609

 

32,000

 

31,609

 

0.1

 

Total Fixed Rate

 

1,170,113

 

1,172,214

 

1,171,313

 

6.4

 

Marketable and Non-Marketable Equity Securities:

 

 

 

 

 

 

 

 

 

Common and Preferred Stock

 

68,281

 

65,694

 

68,281

 

0.4

 

Non-Marketable Equity Securities

 

173,823

 

173,823

 

201,605

 

1.1

 

Total Marketable and Non-Marketable Equity Securities

 

242,104

 

239,517

 

269,886

 

1.5

 

Total

 

$

18,017,443

 

$

18,084,760

 

$

18,061,440

 

100.0

%

 


(1)             The schedule excludes securities sold, not yet purchased totaling $58.5 million as of June 30, 2007 and for which the Company had an unrealized gain of $0.4 million.

(2)             The schedule summarizes the carrying value, amortized cost, and fair value of the Company’s investment portfolio as of June 30, 2007, classified by interest rate type. Carrying value is the value that investments are recorded on the Company’s consolidated balance sheet and is estimated fair value for residential mortgage loans and securities, other than non-marketable equity securities, and amortized cost for corporate loans, commercial real estate loans, and non-marketable equity securities. Estimated fair values set forth in the schedule are as of June 30, 2007 and are based on dealer quotes and/or nationally recognized pricing services and using management estimates for investment positions for which dealer quotes and/or nationally recognized pricing data are not available.