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KKR

KKR & Co. (Guernsey) L.P. Reports Third Quarter 2009 Results

2009-11-26 10:22
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GUERNSEY, Channel Islands--(BUSINESS WIRE)--KKR & Co. (Guernsey) L.P. (Euronext Amsterdam: KKR), formerly known as KKR Private Equity Investors, L.P. (“KPE”) and referred to as KKR Guernsey, today reported their respective financial information for the quarter ended September 30, 2009 for KKR Guernsey and KKR & Co. L.P. (together with its affiliates, “KKR” 1).

As previously announced on October 1, 2009, KPE and KKR completed their transaction to combine their businesses (the “Business Combination”). In connection with the Business Combination, KPE changed its name to KKR & Co. (Guernsey) L.P. and changed the ticker symbol for its common units on Euronext Amsterdam to “KKR.” Under the terms of the Business Combination, KKR acquired all of the assets and all of the liabilities of KKR Guernsey, and, in exchange, KKR Guernsey received interests representing 30% of the outstanding equity in the combined business with the balance of the equity remaining with KKR’s owners and employees. KKR Guernsey currently has 204,902,226 common units outstanding or, as a result of the Business Combination, 683,007,420 common units on a fully diluted basis giving effect to common units that may be issued by KKR Guernsey in exchange for additional equity in the combined business.

“While we continue to face difficult economic conditions, we are also observing signs of improving trends, particularly as it relates to debt and equity capital markets. We are seeing interesting situations to invest capital all over the world, across various industries, and throughout the capital structure. We remain focused on capitalizing on these opportunities and creating value in the investments we have already made,” said Henry R. Kravis and George R. Roberts, Co-Chairmen and Co-Chief Executive Officers.

FINANCIAL HIGHLIGHTS2

KKR

Assets under management (“AUM”) were $54.8 billion as of September 30, 2009, compared to $50.8 billion as of June 30, 2009, an increase of 7.9%.

Fee related earnings (“FRE”) were $61.5 million for the quarter ended September 30, 2009, compared to $54.3 million for the quarter ended June 30, 2009, an increase of 13.3%.

Economic net income (“ENI”) was $656.6 million for the quarter ended September 30, 2009, compared to ENI of $366.9 million for the quarter ended June 30, 2009, an increase of 78.9%.

Private equity dollars invested amounted to $1.1 billion for the quarter ended September 30, 2009.

As of September 30, 2009, KKR had uncalled private equity commitments of $14.2 billion.

KKR GUERNSEY

Net asset value (“NAV”) was $3.5 billion as of September 30, 2009, compared to $3.0 billion as of June 30, 2009.

NAV per unit was $16.98 as of September 30, 2009, compared to $14.66 as of June 30, 2009, an increase of 15.8% (based on 204,902,226 common units outstanding as of September 30, 2009 and prior to the Business Combination).

____________________

1 The financial information for KKR prior to October 1, 2009 is based on a group, for accounting purposes, of certain consolidated and combined entities under the common control of KKR’s senior principals, and under the common ownership of KKR’s principals and certain other individuals who have been involved in KKR’s business.

2 The financial highlight information for KKR and KKR Guernsey reflects historical financial information for dates or periods completed prior to the consummation of the Business Combination and does not include any pro forma adjustments relating to the Business Combination. The historical financial information presented does not include all adjustments necessary for a presentation of the combined financial results of KKR in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

KKR’S SEGMENT REVIEW

Private Markets

FRE in KKR’s private markets segment were $57.5 million during the quarter ended September 30, 2009, a decrease of $35.6 million, or 38.2%, from the quarter ended September 30, 2008. The decrease was primarily due to unusually high management fees reported during the quarter ended September 30, 2008 as a result of the reversal of accrued management fee refunds in the amount of approximately $40 million. In addition, FRE decreased during the quarter ended September 30, 2009 primarily due to an increase in compensation expense as a result of certain non-cash accruals of performance based compensation related to the performance of KKR’s private equity funds. These negative effects were partially offset by a net increase in transaction and monitoring fees primarily reflecting an increase in transaction-fee generating private equity activity during the period and a termination fee earned on a monitoring agreement with a portfolio company.

ENI in KKR’s private markets segment was $652.5 million during the quarter ended September 30, 2009, an increase of $1.1 billion compared to an economic net loss of $478.7 million during the quarter ended September 30, 2008. This increase was driven primarily by an increase in net unrealized gains resulting from increases in the fair value of KKR’s private equity investment portfolio.

The ENI reported for periods prior to October 1, 2009 does not reflect certain adjustments that are applicable for periods after October 1, 2009 as a result of the Business Combination, which include items such as (i) the exclusion of 40% of the carry allocated to KKR principals; (ii) the exclusion of the capital invested by or on behalf of the general partners of KKR’s private equity funds before the completion of the Business Combination and any returns thereon, and (iii) the exclusion of the economic interests associated with the KKR 1996 Fund. The impact of these adjustments would have decreased ENI by approximately $300 million for the quarter ended September 30, 2009. For a further discussion of the adjustments related to the Business Combination please refer to KKR Guernsey’s consent solicitation statement dated July 24, 2009, which is available at the Investor Relations page at www.kkr.com.

Public Markets

Fee related earnings in KKR’s public markets segment were $4.0 million during the quarter ended September 30, 2009, a decrease of $9.1 million, or 69.7%, from the quarter ended September 30, 2008. This decrease was primarily driven by increases in expenses as a result of non-cash stock-based compensation expenses associated with equity grants received from a public permanent capital vehicle managed by KKR, as well as a reduced base management fee rate in certain credit oriented funds and a decrease in the NAV of the public permanent capital vehicle. These decreases were partially offset by incentive fees earned during the quarter ended September 30, 2009.

Economic net income in KKR’s public markets segment was $4.1 million during the quarter ended September 30, 2009, a decrease of $9.0 million, or 68.6%, from the quarter ended September 30, 2008. The decrease in fee related earnings described above was the main contributor to the period over period decrease in economic net income.

RESULTS OF OPERATIONS FOR KKR GUERNSEY

As of September 30, 2009, KKR Guernsey’s NAV was $3.5 billion, an increase of $475.8 million during the quarter ended September 30, 2009 compared to a decrease of $695.9 million during the quarter ended September 30, 2008. The increase during the quarter ended September 30, 2009 was predominantly due to the net increase in the fair value of private equity investments of $453.8 million, which included the change in value of co-investments in portfolio companies of KKR’s private equity funds, investments in KKR’s private equity funds and negotiated equity investments. NAV per unit was $16.98 as of September 30, 2009, compared to $14.66 as of June 30, 2009, an increase of 15.8% (based on 204,902,226 common units outstanding as of September 30, 2009 and prior to the Business Combination).

CAPITAL AND LIQUIDITY

As of September 30, 2009, KKR had an available cash balance of $207.0 million and KKR Guernsey and KKR PEI Investments, L.P. (the “KPE Investment Partnership”) had a combined cash balance of $759.6 million.

As of September 30, 2009, KKR had $203.2 million of outstanding debt obligations. The KPE Investment Partnership had $949.0 million outstanding on its senior secured credit facility. Subsequent to September 30, 2009 and through November 19, 2009, the KPE Investment Partnership repaid $150.0 million of outstanding borrowings under its credit facility.

As of September 30, 2009, KKR and the KPE Investment Partnership collectively had the following uncalled commitments to KKR’s private equity funds, with amounts in thousands:

          Uncalled Commitments
KKR  

KPE

Investment

Partnership

  Total
 
KKR European Fund III, Limited Partnership $ 259,076 $ 270,183 $ 529,259
KKR 2006 Fund L.P. 96,882 390,409 487,291
KKR Asian Fund L.P. 59,658 168,470 228,128
KKR E2 Investors L.P. 22,674 17,644 40,318
$ 438,290 $ 846,706 $ 1,284,996

Subsequent to the Business Combination, the uncalled commitments for the combined business will include those of both KKR and the KPE Investment Partnership.

FINANCIAL REPORT AND OTHER INFORMATION

KKR Guernsey’s interim financial report, which includes a discussion of KKR, the unaudited financial statements of KKR Guernsey and the unaudited consolidated financial statements of the KPE Investment Partnership, is available at the Investor Relations page on KKR’s website (www.kkr.com). KKR Guernsey encourages investors to carefully read these documents accompanying this release. Investors are reminded that financial information as of and for periods ending September 30, 2009 and prior do not give effect to the Business Combination, which became effective on October 1, 2009.

INFORMATION FOR INVESTORS – TELECONFERENCE AND WEBCAST

KKR Guernsey and KKR will discuss their financial results on a teleconference to be hosted on Friday, November 20, 2009 at 7:00 PM CET (Amsterdam) / 6:00 PM GMT (Guernsey) / 1:00 PM EST (New York City). The conference call may be accessed by dialing (877) 795-3647 (U.S.) or +1 (719) 325-4933 (non-U.S.); a pass code is not required. Additionally, the conference call will be broadcast live over the Internet and may be accessed through the Investor Relations on KKR’s website at http://www.kkr.com/investor_relations/events.cfm.

A replay of the live broadcast will be available on the KKR website or by dialing (888) 203-1112 (U.S.) and +1 (719) 457-0820 (non-U.S.) / pass code 2786430, beginning approximately two hours after the broadcast.

ANNUAL UNITHOLDER MEETING

KKR Guernsey amended its limited partnership agreement to forgo an annual unitholder meeting in 2009. KKR Guernsey will instead hold the next annual unitholder meeting on or before April 30, 2010 when the financial statements showing the combined businesses of KKR and KKR Guernsey are publicly available. At the annual unitholder meeting, KKR Guernsey will present a report on its investment activities, which, effective October 1, 2009, consists solely of its investment in KKR. Unitholders are not entitled to vote or take any action at such meeting.

ABOUT KKR GUERNSEY

KKR & Co. (Guernsey) L.P. (Euronext Amsterdam: KKR) is a Guernsey limited partnership referred to as KKR Guernsey, which as of October 1, 2009 represents a 30% economic interest in KKR’s business. KKR Guernsey’s common units and related restricted depositary units are subject to a number of ownership and transfer restrictions. Information concerning these ownership and transfer restrictions is included at the Investor Relations section of KKR’s website at www.kkr.com. KKR Guernsey was formerly known as KKR Private Equity Investors, L.P.

ABOUT KKR

KKR is a leading global alternative asset manager with $54.8 billion in assets under management, over 600 people and 13 offices around the world as of September 30, 2009. KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR complements its investment expertise and strengthens interactions with investors through its client relationships and capital markets platforms. KKR is publicly traded through KKR & Co. (Guernsey) L.P. (Euronext Amsterdam: KKR). For additional information, please visit KKR’s website at www.kkr.com.

NO OFFERING STATEMENT

This release does not constitute an offer of securities for sale in the United States or elsewhere. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from KKR or KKR Guernsey and that will contain detailed information about them and management, as well as financial statements.

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements. 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 KKR's and KKR Guernsey's beliefs, assumptions and expectations of their future performance, taking into account all information currently available to them. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KKR or KKR Guernsey or are within their control. If a change occurs, KKR's and KKR Guernsey's business, financial condition, liquidity and results of operations, including net asset value, assets under management, economic net income and fee-related earnings, may vary materially from those expressed in the forward-looking statements. The following factors, among others, could cause actual results to vary from the forward-looking statements: the possibility that the listing of the interests in the combined business on the New York Stock Exchange or The NASDAQ Stock Market may or may not occur; the risk that the anticipated benefits of the combined business may not be achieved; the general volatility of the capital markets; changes in KKR's or KKR Guernsey's business strategy; availability, terms and deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; changes in the asset management industry, interest rates or the general economy; underperformance of KKR's investments and decreased ability to raise funds; and the degree and nature of KKR's competition. Neither KKR nor KKR Guernsey undertakes 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. In addition, KKR's and KKR Guernsey's business strategy is focused on the long-term and financial results are subject to significant volatility. Additional information about factors affecting KKR and KKR Guernsey are available in KKR Guernsey’s consent solicitation statement dated July 24, 2009, which is available at the Investor Relations section at www.kkr.com.

* * * * *

FINANCIAL SCHEDULES FOLLOW

 

KKR

 

REPORTABLE SEGMENTS SELECTED FINANCIAL DATA (UNAUDITED)

(Amounts in thousands)

 
Quarter Ended
         
September 30, 2009 September 30, 2008
Private Markets Public Markets Total Private Markets Public Markets Total
Fee Income:
Management and incentive fees:
Management fees $ 105,733 $ 14,569 $ 120,302 $ 148,746 $ 16,506 $ 165,252
Incentive fees 4,472 4,472
105,733 19,041 124,774 148,746 16,506 165,252
Net monitoring and transaction fees:
Monitoring fees 52,943 52,943 30,636 3,245 33,881
Transaction fees 37,419 37,419 8,092 8,092
Fee credits (37,124

)

 

(37,124

)

 

(8,489

)

 

(8,489 )
53,238 53,238 30,239 3,245 33,484
           
Fee income 158,971 19,041 178,012 178,985 19,751 198,736
 
Expenses:
Employee compensation and benefits 48,324 10,278 58,602 35,869 1,511 37,380
Other operating expenses 53,106 4,795 57,901 50,014 5,150 55,164
Total expenses 101,430 15,073 116,503 85,883 6,661 92,544
 
Fee related earnings 57,541 3,968 61,509 93,102 13,090 106,192
 
Investment income (loss) 595,056 129 595,185 (571,876

)

 

(34

)

 

(571,910 )
 
Income (loss) before non-controlling interests in income of consolidated entities 652,597 4,097 656,694 (478,774

)

 

13,056 (465,718 )
Income (loss) attributable to non-controlling interests 123 123 (69

)

 

(69 )
Economic net income (loss) $ 652,474 $ 4,097 $ 656,571 $ (478,705

)

$

13,056 $ (465,649 )
 
Assets under management $ 41,732,800 $ 13,051,300 $ 54,784,100 $ 43,509,300 $ 14,500,300 $ 58,009,600
 
Fee paying assets under management $ 40,773,000 $ 5,957,100 $ 46,730,100 $ 40,648,000 $ 5,500,300 $ 46,148,300
 
Private equity dollars invested $ 1,070,100 $ $ 1,070,100 $ 326,600 $ $ 326,600
 
Uncalled private equity commitments $ 14,244,300 $ $ 14,244,300 $ 15,264,728 $ $ 15,264,728

See notes to KKR’s unaudited reportable segments selected financial data beginning on page 8 of this release.

 

KKR

 

REPORTABLE SEGMENTS SELECTED FINANCIAL DATA (UNAUDITED)

(Amounts in thousands)

 
Nine Months Ended
               
September 30, 2009 September 30, 2008
Private Markets Public Markets Total Private Markets Public Markets Total
Fee Income:
Management and incentive fees:
Management fees $ 315,986 $ 38,579 $ 354,565 $ 327,431 $ 49,756 $ 377,187
Incentive fees 4,472 4,472
315,986 43,051 359,037 327,431 49,756 377,187
Net monitoring and transaction fees:
Monitoring fees 102,072 102,072 83,564 10,853 94,417
Transaction fees 51,986 51,986 37,903 37,903
Fee credits (47,640

)

 

(47,640

)

 

(13,215

)

 

(13,215 )
106,418 106,418 108,252 10,853 119,105
           
Fee income 422,404 43,051 465,455 435,683 60,609 496,292
 
Expenses:
Employee compensation and benefits 128,230 23,821 152,051 118,388 10,696 129,084
Other operating expenses 138,371 15,518 153,889 151,380 15,489 166,869
Total expenses 266,601 39,339 305,940 269,768 26,185 295,953
 
Fee related earnings 155,803 3,712 159,515 165,915 34,424 200,339
 
Investment income (loss) 811,836 117 811,953 (656,584

)

 

(95

)

 

(656,679 )
 
Income (loss) before non-controlling interests in income of consolidated entities 967,639 3,829 971,468 (490,669

)

 

34,329 (456,340 )
Income (loss) attributable to non-controlling interests 70 70 (2

)

 

6,421 6,419
Economic net income (loss) $ 967,569 $ 3,829 $ 971,398 $ (490,667

)

$

27,908 $ (462,759 )
 
Assets under management $ 41,732,800 $ 13,051,300 $ 54,784,100 $ 43,509,300 $ 14,500,300 $ 58,009,600
 
Fee paying assets under management $ 40,773,000 $ 5,957,100 $ 46,730,100 $ 40,648,000 $ 5,500,300 $ 46,148,300
 
Private equity dollars invested $ 1,651,000 $ $ 1,651,000 $ 2,890,800 $ $ 2,890,800
 
Uncalled private equity commitments $ 14,244,300 $ $ 14,244,300 $ 15,264,728 $ $ 15,264,728

See notes to the KKR’s unaudited reportable segments selected financial data beginning on page 8 of this release.

   

KKR

 

PRIVATE EQUITY INVESTMENTS (UNAUDITED)

As of September 30, 2009

(Amounts in millions, except percentages)

 
Investment Period Amount

Private Equity

Funds & Co-Investors

Commencement

Date

 

End

Date

Commitment

 

Percentage

Committed

by General

Partner

 

Invested

 

Uncalled

Private

Equity

Commitments

 

Realized

 

Remaining Cost

 

Fair

Value

 
KKR E2 Investors (Annex Fund) (2009) 8/2009 11/2011 $ 538.4 4.2% $ $

538.4

$ $ $
European Fund III (2008) 3/2008 3/2014 6,300.3 4.3% 266.9 6,033.4 266.9 194.8
Asian Fund (2007) 7/2007 7/2013 4,000.0 2.5% 1,600.9 2,399.1 1,600.9 1,566.4
2006 Fund 9/2006 9/2012 17,642.1 2.1% 12,643.2 4,998.9 87.5 12,555.7 11,158.4
European Fund II (2005) 11/2005 10/2008 5,750.8 2.1% 5,750.8 606.1 5,491.3 3,013.1
Millennium Fund (2002) 12/2002 12/2008 6,000.0 2.5% 6,000.0 5,071.5 4,836.8 4,959.0
European Fund (1999) 12/1999 12/2005 3,085.4 3.2% 3,085.4     5,701.2   917.3   2,202.9
43,317.0 29,347.2 13,969.8 11,466.3 25,668.9 23,094.6
 
Co-Investment Vehicles Various Various 1,662.7 1,388.2 274.5 31.0 1,388.2 1,499.8
                   
Total $ 44,979.7 $ 30,735.4   $ 14,244.3   $ 11,497.3   $ 27,057.1   $ 24,594.4
 
                                                 

Commencement Date. The commencement date represents the date on which the general partner of the applicable fund commenced investment of the fund’s capital.

End Date. The end date represents the earlier of the date on which the general partner of the applicable fund was or will be required by the fund’s governing agreement to cease making investments on behalf of the fund, unless extended by a vote of the fund investors, or the date on which the last investment was made.

Commitment. The amount committed represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general partner. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at the date of purchase for each investment and (ii) the exchange rate that prevailed on September 30, 2009, in the case of commitments.

Remaining Cost. The remaining cost represents the amount that will need to be returned to investors before the general partner is entitled to profit participation.

Fair Value. Fair value refers to the value determined by KKR in accordance with U.S. GAAP.

Notes to the KKR’s Unaudited Reportable Segments Selected Financial Data

The reportable segments selected financial data reflects historical financial information for dates or periods completed prior to the consummation of the Business Combination and does not include any pro forma adjustments relating to the Business Combination. The historical financial information presented does not include adjustments necessary for a presentation of the combined financial results of KKR in accordance with U.S. GAAP. The financial information for KKR prior to October 1, 2009 is based on a group, for accounting purposes, of certain consolidated and combined entities under the common control of KKR’s senior principals, and under the common ownership of KKR’s principals and certain other individuals who have been involved in KKR’s business.

Key performance measures used by KKR in evaluating its reportable business segments are summarized below. These measures are used by management for KKR’s segments in making resource deployment and other operational decisions.

Fee related earnings (“FRE”) is comprised of segment operating revenues, less segment operating expenses. The components of FRE on a segment basis differ from the equivalent U.S. GAAP amounts on a combined basis as a result of: (i) the inclusion of management fees earned from consolidated funds that were eliminated in consolidation; (ii) the exclusion of expenses of consolidated funds and charges relating to the amortization of intangible assets; and (iii) the exclusion of certain non-recurring charges.

Economic net income (“ENI”) is a measure of profitability for KKR‘s reportable segments and is comprised of FRE plus segment investment income, less economic interests in KKR’s segments held by third parties. ENI is calculated before the impact of income taxes. ENI differs from net income attributable to KKR on a U.S. GAAP combined basis as a result of (i) the exclusion of charges relating to the amortization of intangible assets; (ii) the exclusion of income taxes; and (iii) the exclusion of certain non-recurring charges.

Assets under management (“AUM”) represents the assets to which KKR is entitled to receive fee income, carried interest or capital appreciation. KKR calculates the amount of AUM as of any date as the sum of: (i) the fair value of the investments of its traditional private equity funds plus uncalled capital commitments from these funds; (ii) the fair value of investments in KKR’s co-investment vehicles; (iii) the net asset value of KKR’s principal investments and certain of its fixed income products; and (iv) the value of outstanding structured finance vehicles. Note that KKR’s calculation of AUM may differ from the calculations of other asset managers and, as a result, KKR’s measurements of its AUM may not be comparable to similar measures presented by other asset managers. KKR’s definition of AUM is not based on any definition of AUM that is set forth in the agreements governing the investment funds that KKR manages.

Fee paying AUM (“FPAUM”) represents only those assets to which KKR receives fee income. FPAUM is the sum of all of the individual fee bases that are used to calculate KKR’s fees and differs from AUM in the following respects: (i) assets to which KKR does not receive a fee are excluded (i.e., those on which KKR receives only carried interest or capital appreciation) and (ii) certain of KKR’s fees, primarily in their private equity funds, are based on capital commitments and invested capital which excludes the impact of mark-to-market adjustments. Accordingly, certain management fees are not dependent on the fair value of certain KKR investments.

Private equity dollars invested is the aggregate amount of capital invested by KKR’s private equity funds and carry-yielding co-investment vehicles in private equity transactions during a given period. Such amounts include: (i) capital invested by fund investors and co-investors with respect to which KKR is entitled to a carried interest and (ii) capital invested by KKR as the general partner of a private equity fund with respect to which it is entitled to capital appreciation on the invested capital.

Uncalled private equity commitments represent unfunded capital commitments by partners of KKR’s traditional private equity funds and carry-yielding co-investment vehicles to contribute capital to make investments in portfolio companies. Such amounts do not include capital of KKR’s principal investments or KKR’s fixed income funds that may be used to make private equity investments that are outside of KKR’s traditional private equity funds.

The following should be considered when reviewing KKR’s reportable segments selected financial data:

Management Fees. KKR’s traditional private equity funds require that KKR refund up to 20% of any cash management fees earned from limited partners in the event that the funds recognize a carried interest. At such time as the fund recognizes a carried interest in an amount sufficient to cover 20% of the management fees earned or a portion thereof, a liability to the funds’ limited partners is recorded and fee income is reduced for the amount of the carried interest recognized, not to exceed 20% of management fees earned (“Management Fee Refunds”). As of September 30, 2009, the amount subject to Management Fee Refunds for which no liability has been recorded totaled $156.5 million.

Fee Credits. KKR’s agreements with the limited partners of its traditional private equity funds require KKR to share a portion of any transaction and monitoring fees received from portfolio companies with such limited partners (“Fee Credits”). Fee Credits exclude fees that are not attributable to a fund’s investment in a portfolio company and generally amount to 80% of gross transaction and monitoring fees after fund related expenses are recovered.

Other Operating Expenses. During the quarter and nine months ended September 30, 2009, other operating expenses of KKR’s private markets excluded $34.8 million incurred in connection with the Business Combination. KKR has excluded this charge from its segment financial information as such amount will be not be considered when assessing the performance of, or allocating resources to, each of its business segments and is non-recurring in nature. On a KKR combined basis, this charge is included in general, administrative and other expenses.

   

KKR & CO. (GUERNSEY) L.P.

 

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands, except unit and per unit amounts)

 

September 30,

2009

December 31,

2008

ASSETS:
 
Investments in limited partner interests of KKR PEI Investments, L.P., at fair value $ 3,029,071 $ 2,622,970
 
 
Cash and cash equivalents 470,263 2,095
Due from affiliate 164
Other assets 338 171
 
Total assets 3,499,836 2,625,236
 
LIABILITIES:
Accrued liabilities 19,914 4,927
Due to affiliate 1,640
 
Total liabilities 19,914 6,567
 
COMMITMENTS AND CONTINGENCIES
 
NET ASSETS $ 3,479,922 $ 2,618,669
 
NET ASSETS CONSIST OF:
Partners’ capital contributions, net (common units outstanding of 204,902,226) $ 4,834,517 $ 4,834,517
Distributable loss (1,354,595 ) (2,215,848 )
 
$ 3,479,922 $ 2,618,669
 
Net asset value per common unit $ 16.98 $ 12.78
 
Market price per common unit $ 9.35 $ 3.50
 

KKR & CO. (GUERNSEY) L.P.

 

STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)

 
Quarter Ended Nine Months Ended
September 30, 2009   September 30, 2008 September 30, 2009   September 30, 2008
Net investment income (loss) allocated from the KPE Investment Partnership:
Investment income $ 24,267 $ 9,814 $ 37,229 $ 40,535
Expenses 19,662 23,646 56,739 91,230
4,605 (13,832 ) (19,510 ) (50,695 )
 
Investment income—interest income 5 27 16 87
 
Expenses—General and administrative expenses 15,978 13,430 19,012 16,173
 
Net investment loss (11,368 ) (27,235 ) (38,506 ) (66,781 )
 
Realized and unrealized gain (loss) from investments and foreign currency allocated from the KPE Investment Partnership:
Net realized gain (loss) 5,290 (19,683 ) (78,401 ) (58,204 )
Net change in unrealized appreciation (depreciation) 481,912 (648,964 ) 978,160 (999,501 )
 
Net gain (loss) on investments and foreign currency transactions 487,202 (668,647 ) 899,759 (1,057,705 )
 
 
Net increase (decrease) in net assets resulting from operations $ 475,834 $ (695,882 ) $ 861,253 $ (1,124,486 )
 

KKR & CO. (GUERNSEY) L.P.

 

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in thousands, except common units)

 
NET ASSETS—DECEMBER 31, 2007 $ 4,982,373
 
NET DECREASE IN NET ASSETS FROM OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008:
Net investment loss (86,174 )
Net loss on investments and foreign currency transactions. (2,281,937 )
 
Net decrease in net assets resulting from operations (2,368,111 )
 
Partners’ capital contributions (issued 352,225 common units) 4,407
 
NET ASSETS—DECEMBER 31, 2008 2,618,669
 
NET INCREASE IN NET ASSETS FROM OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009:
Net investment loss (38,506 )
Net gain on investments and foreign currency transactions. 899,759
 
Net increase in net assets resulting from operations 861,253
 
NET ASSETS—SEPTEMBER 30, 2009 $ 3,479,922
 

KKR & CO. (GUERNSEY) L.P.

 

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

 
Nine Months Ended
September 30, 2009   September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations $ 861,253 $ (1,124,486 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to cash and cash equivalents provided by (used in) operating activities:
Net investment loss allocated from KKR PEI Investments, L.P. 19,510 50,695
Net loss (gain) on investments and foreign currency transactions allocated from KKR PEI Investments, L.P. (899,759 ) 1,057,705
Share-based compensation expense. 79 37
Changes in operating assets and liabilities:
Distribution received from KKR PEI Investments, L.P. 474,148 9,979
Increase in due from affiliate (164 )
Increase in other assets (167 ) (138 )
Increase in accrued liabilities 14,908 5,909
Decrease in due to affiliate (1,640 ) (930 )
 
Net cash flows provided by (used in) operating activities 468,168 (1,229 )
 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Partners’ capital contributions 4,407
 
NET INCREASE IN CASH AND CASH EQUIVALENTS 468,168 3,178
 
CASH AND CASH EQUIVALENTS—Beginning of period 2,095 452
 
CASH AND CASH EQUIVALENTS—End of period $ 470,263 $ 3,630
   

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands)

 
September 30, 2009 December 31, 2008
 
ASSETS:
Investments, at fair value:
Opportunistic investments—Class A (cost of $0 and $84,852, respectively) $ $ 41,181
Co-investments in portfolio companies of private equity funds—Class B (cost of $2,423,281 and $2,663,611, respectively) 1,629,088 1,414,743
Negotiated equity investments—Class B (cost of $992,582 and $992,582, respectively) 796,458 649,155
Private equity funds—Class C (cost of $1,792,712 and $1,683,609, respectively) 1,567,542 1,184,958
Non-private equity fund—Class D (cost of $144,128 and $161,148, respectively) 114,875 62,583
4,107,963 3,352,620
 
 
Cash and cash equivalents 289,366 623,316
Cash and cash equivalents held by a non-private equity fund 2 88
Restricted cash 8,514 18,011
Unrealized gain on a foreign currency exchange contract 3,000
Other assets 3,979 7,689
Total assets 4,409,824 4,004,724
 
LIABILITIES:
Accrued liabilities 44,060 37,691
Due to affiliates 4,539 2,864
Securities sold, not yet purchased (proceeds of $0 and $1,785, respectively) 1,916
Unrealized loss on foreign currency exchange contracts and an interest rate swap 26,628 32,331
Other liabilities 117
Revolving credit agreement 948,997 951,214
Long-term debt 350,000 350,000
Total liabilities 1,374,224 1,376,133
 
COMMITMENTS AND CONTINGENCIES
 
NET ASSETS $ 3,035,600 $ 2,628,591
 
NET ASSETS CONSIST OF:
Partners’ capital contributions $ 4,836,568 $ 4,836,568
Distributable loss (1,800,968 ) (2,207,977 )
 
$ 3,035,600 $ 2,628,591
   

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

(Amounts in thousands, except percentage amounts)

 
September 30, 2009
Investment Class Cost   Fair

Value

  Fair Value as

a Percentage

of Net Assets

 
INVESTMENTS BY TYPE:      
Opportunistic investments A $ $ %
 
Co-investments in portfolio companies of private equity funds: B
Dollar General Corporation 214,686 407,904 13.4
HCA Inc. 201,444 342,454 11.3
Alliance Boots GmbH. 301,352 239,694 7.9
The Nielsen Company B.V. 156,839 156,839 5.2
Biomet, Inc. 151,443 136,299 4.5
Energy Future Holdings Corp. 200,000 100,000 3.3
First Data Corporation 135,258 81,155 2.7
U.S. Foodservice, Inc. 100,000 80,000 2.6
PagesJaunes Groupe S.A. 235,201 38,487 1.3
NXP B.V. 250,000 25,000 0.8
KION Group GmbH. 112,824 12,551 0.4
ProSiebenSat.1 Media AG 226,913 8,705 0.3
Capmark Financial Group Inc. 137,321
2,423,281 1,629,088 53.7
Negotiated equity investments: B
Sun Microsystems, Inc. convertible senior notes. 701,164 647,500 21.3
Orient Corporation convertible preferred stock. 169,706 148,958 4.9
Aero Technical Support & Services S.à r.l. (Aveos) 121,712
992,582 796,458 26.2
Private equity funds: C
KKR 2006 Fund L.P. 1,164,592 1,038,564 34.2
KKR European Fund, Limited Partnership 199,360 184,287 6.0
KKR Millennium Fund L.P. 203,217 166,389 5.5
KKR Asian Fund L.P. 116,530 114,303 3.8
KKR European Fund II, Limited Partnership 96,672 55,103 1.8
KKR European Fund III, Limited Partnership 12,341 8,896 0.3
1,792,712 1,567,542 51.6
 
Non-private equity funds –

Investments by KKR Strategic Capital Institutional Fund, Ltd.

D 144,128 114,875 3.8
$ 5,352,703 $ 4,107,963 135.3 %
Continued on the following page.
 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED), CONTINUED

(Amounts in thousands, except percentage amounts)

 
September 30, 2009
Investment Cost   Fair

Value

  Fair Value as

a Percentage

of Net Assets

 
INVESTMENTS BY GEOGRAPHY :
North America $ 3,311,382 $ 3,022,529 99.6 %
Europe 1,661,733 716,838 23.6
Asia Pacific 379,588 368,596 12.1
$ 5,352,703 $ 4,107,963 135.3 %
 
INVESTMENTS BY INDUSTRY :
Health Care $ 979,267 $ 1,039,936 34.3 %
Technology 1,182,289 894,979 29.5
Retail 594,495 770,234 25.4
Financial Services 845,829 492,607 16.2
Media/Telecom 770,914 317,301 10.4
Energy 397,558 226,523 7.4
Industrial 438,176 196,164 6.5
Consumer Products 125,004 125,248 4.1
Chemicals 19,171 44,971 1.5
$ 5,352,703 $ 4,107,963 135.3 %
     

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)

 
Quarter Ended Nine Months Ended
September 30, 2009 September 30, 2008 September 30, 2009   September 30, 2008
 
Investment income:
Interest income $ 5,152

 

$

9,636 $ 12,945 $ 31,663
Dividend income, net of withholding taxes of $7,510, $85, $7,510 and $334, respectively 19,165 199 24,362 8,955
Total investment income 24,317 9,835 37,307 40,618
 
Expenses:
Management fees 10,603 11,560 28,244 38,298
Interest expense 7,815 11,351 25,840 48,775
Dividend expense 194 1,090
General and administrative expenses 1,262 567 2,713 3,178
Total expenses 19,680 23,672 56,797 91,341
 
Net investment income (loss) 4,637 (13,837 ) (19,490 ) (50,723 )
 
Realized and unrealized gain (loss) from investments and foreign currency:
Net realized gain (loss), net of withholding tax (benefit) of $0, $0, $0 and $(37), respectively 5,301 (19,722 ) (78,565 ) (58,324 )
Net change in unrealized appreciation (depreciation) 482,914 (650,315 ) 980,194 (1,001,580 )
 
Net gain (loss) on investments and foreign currency transactions 488,215 (670,037 ) 901,629 (1,059,904 )
 
Net increase (decrease) in net assets resulting from operations $ 492,852 $ (683,874 ) $ 882,139 $ (1,110,627 )
     

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in thousands)

 
General

Partner

Limited

Partner

Total
 
NET ASSETS—DECEMBER 31, 2007 $ 10,445

 

$

4,984,533

 

$

4,994,978
 
DECREASE IN NET ASSETS FROM OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008:
Net investment loss (47 ) (64,657 ) (64,704 )
Net realized loss on investments and foreign currency transactions (217 ) (104,356 ) (104,573 )
Net change in unrealized depreciation on investments and foreign currency transactions (4,529 ) (2,177,581 ) (2,182,110 )
Net decrease in net assets resulting from operations (4,793 ) (2,346,594 ) (2,351,387 )
 
Fair value of distributions. (31 ) (14,969 ) (15,000 )
DECREASE IN NET ASSETS (4,824 ) (2,361,563 ) (2,366,387 )
 
NET ASSETS—DECEMBER 31, 2008 5,621 2,622,970 2,628,591
 
INCREASE IN NET ASSETS FROM OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009:
Net investment income (loss) 20 (19,510 ) (19,490 )
Net realized loss on investments and foreign currency transactions (164 ) (78,401 ) (78,565 )
Net change in unrealized appreciation on investments and foreign currency transactions 2,034 978,160 980,194
Net increase in net assets resulting from operations 1,890 880,249 882,139
 
Fair value of distributions. (982 ) (474,148 ) (475,130 )
INCREASE IN NET ASSETS 908 406,101 407,009
 
NET ASSETS—SEPTEMBER 30, 2009 $ 6,529

 

$

3,029,071

 

$

3,035,600
 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands)

 
Nine Months Ended
September 30, 2009   September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations $ 882,139 $ (1,110,627 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to cash and cash equivalents provided by operating activities:
Amortization of deferred financing costs 826 652
Net realized loss on investments 78,565 58,324
Net change in unrealized depreciation (appreciation) on investments (977,490 ) 1,022,351
Increase in net unrealized loss on foreign currency exchange contracts and an interest rate swap (2,704 ) (20,771 )
Changes in operating assets and liabilities:
Purchase of opportunistic investments (78,567 )
Purchase of securities to settle short sales (35,823 ) (214,458 )
Settlement of futures contracts (3,856 )
Purchase of options (5,884 )
Purchase of investments by private equity funds (112,642 ) (208,969 )
Purchase of investments by a non-private equity fund (50,295 ) (14,249 )
Proceeds from the sale of opportunistic investments 47,519 357,417
Proceeds from securities sold, not yet purchased 32,686 240,856
Proceeds from options written 2,529
Proceeds from the termination of a transaction under a forward foreign exchange contract 6,078
Proceeds from the sale of interests in co-investments 200,399
Proceeds from the sale of investments by private equity funds 8,486 321,787
Proceeds from the sale of investments by a non-private equity fund 44,805 2,400
Decrease in cash and cash equivalents held by a non-private equity fund 86 40
Decrease in restricted cash 9,497 21,154
Decrease in other assets 3,814 1,118
Increase in accrued liabilities 6,370 21,168
Increase (decrease) in due to affiliates 1,675 (6,849 )
Decrease in other liabilities (117 ) (11 )
Net cash flows provided by operating activities 140,018 389,411
 

KKR PEI INVESTMENTS, L.P. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), CONTINUED

(Amounts in thousands)

 
Nine Months Ended

September 30,

2009

 

September 30,

2008

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on borrowings under the revolving credit agreement (253,488 ) (492,157 )
Borrowings under the revolving credit agreement 245,000
Deferred financing costs related to the revolving credit agreement (930 )
Distributions to partners (475,130 ) (10,000 )
Net cash flows used in financing activities (484,548 ) (502,157 )
 
Effect of foreign exchange rate changes on cash 10,580
 
NET DECREASE IN CASH AND CASH EQUIVALENTS (333,950 ) (112,746 )
 
CASH AND CASH EQUIVALENTS—Beginning of period 623,316 255,415
   
CASH AND CASH EQUIVALENTS—End of period $ 289,366 $ 142,669
 
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 18,731 $ 40,127
 
SUPPLEMENTAL NON-CASH ACTIVITIES:
Increase (decrease) in the revolving credit agreement - foreign currency adjustments $ 11,081 $ (6,764 )

Contacts

Kohlberg Kravis Roberts & Co. L.P.
Investor Relations:
Jonathan Levin
Tel: +1 (877) 610-4910 (U.S.) / +1 (212) 230-9410
investor-relations@kkr.com
or
Media
Peter McKillop or Kristi Huller
Tel:+ 1 (212) 750-8300
media@kkr.com