XNYS:KKR KKR & Co LP Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

KKR Fair Value Estimate
Premium
KKR Consider Buying
Premium
KKR Consider Selling
Premium
KKR Fair Value Uncertainty
Premium
KKR Economic Moat
Premium
KKR Stewardship
Premium
 

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

Form 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended March 31, 2012

 

Or

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the Transition period from              to              .

 

Commission File Number 001-34820

 

KKR & CO. L.P.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

26-0426107

(State or other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification Number)

 

9 West 57 th Street, Suite 4200

New York, New York 10019

Telephone: (212) 750-8300

(Address, zip code, and telephone number, including

area code, of registrant’s principal executive office.)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o
(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of May 2, 2012, there were 232,335,661 Common Units of the registrant outstanding.

 

 

 



Table of Contents

 

KKR & CO. L.P.

 

FORM 10-Q

For the Quarter Ended March 31, 2012

 

INDEX

 

 

 

Page No.

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

1

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

54

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

96

 

 

 

Item 4.

Controls and Procedures

96

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

97

 

 

 

Item 1A.

Risk Factors

97

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

97

 

 

 

Item 3.

Defaults Upon Senior Securities

97

 

 

 

Item 4.

Mine Safety Disclosures

97

 

 

 

Item 5.

Other Information

97

 

 

 

Item 6.

Exhibits

97

 

 

 

SIGNATURES

98

 

2



Table of Contents

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains 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, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this report. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law.

 


 

In this report, references to “KKR,” “we,” “us,” “our” and “our partnership” refer to KKR & Co. L.P. and its consolidated subsidiaries. Prior to KKR & Co. L.P. becoming listed on the New York Stock Exchange (“NYSE”) on July 15, 2010, KKR Group Holdings L.P. consolidated the financial results of KKR Management Holdings L.P. and KKR Fund Holdings L.P. (together, the “KKR Group Partnerships”) and their consolidated subsidiaries.

 

References to “our Managing Partner” are to KKR Management LLC, which acts as our general partner and unless otherwise indicated, references to equity interests in KKR’s business, or to percentage interests in KKR’s business, reflect the aggregate equity of the KKR Group Partnerships and are net of amounts that have been allocated to our principals in respect of the carried interest from KKR’s business as part of our “carry pool” and certain minority interests. References to our “principals” are to our senior employees and non-employee operating consultants who hold interests in KKR’s business through KKR Holdings L.P., which we refer to as “KKR Holdings”, and references to our “senior principals” are to principals who also hold interests in our Managing Partner entitling them to vote for the election of its directors.

 

In this report, the term “assets under management,” or “AUM”, represents the assets from which KKR is entitled to receive fees or a carried interest and general partner capital. We believe this measure is useful to investors as it provides additional insight into KKR’s capital raising activities and the overall activity in its investment funds and vehicles. KKR calculates the amount of AUM as of any date as the sum of: (i) the fair value of the investments of KKR’s investment 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 certain of KKR’s fixed income products; (iv) the value of outstanding structured finance vehicles and (v) the fair value of other assets managed by KKR. KKR’s definition of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts that it manages and is not calculated pursuant to any regulatory definitions.

 

In this report, the term “fee paying assets under management,” or “FPAUM”, represents only those assets under management from which KKR receives fees. We believe this measure is useful to investors as it provides additional insight into the capital base upon which KKR earns management fees. This relates to KKR’s capital raising activities and the overall activity in its investment funds and vehicles, for only those funds and vehicles where KKR receives fees (i.e., excluding vehicles that receive only carried interest or general partner capital). 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 from which KKR does not receive a fee are excluded (i.e., assets with respect to which it receives only carried interest); and (ii) certain assets, primarily in its private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are not impacted by changes in the fair value of underlying investments.

 

3



Table of Contents

 

In this report, the term “fee related earnings,” or “FRE”, is comprised of segment operating revenues less segment operating expenses and is used by management as an alternative measurement of the operating earnings of KKR and its business segments before investment income. We believe this measure is useful to investors as it provides additional insight into the operating profitability of our fee generating management companies and capital markets businesses. The components of FRE on a segment basis differ from the equivalent GAAP amounts on a consolidated basis as a result of: (i) the inclusion of management fees earned from consolidated funds that were eliminated in consolidation; (ii) the exclusion of fees and expenses of certain consolidated entities; (iii) the exclusion of charges relating to the amortization of intangible assets; (iv) the exclusion of charges relating to carry pool allocations; (v) the exclusion of non-cash equity charges and other non-cash compensation charges borne by KKR Holdings or incurred under the KKR & Co. L.P. 2010 Equity Incentive Plan; (vi) the exclusion of certain reimbursable expenses; and (vii) the exclusion of certain non-recurring items.

 

In this report, the term “economic net income (loss),” or “ENI”, is a measure of profitability for KKR’s reportable segments and is used by management as an alternative measurement of the operating and investment earnings of KKR and its business segments. We believe this measure is useful to investors as it provides additional insight into the overall profitability of KKR’s businesses inclusive of investment income and carried interest. ENI is comprised of: (i) FRE; plus (ii) segment investment income (loss), which is reduced for carry pool allocations and management fee refunds; less (iii) certain economic interests in KKR’s segments held by third parties. ENI differs from net income (loss) on a GAAP basis as a result of: (i) the exclusion of the items referred to in FRE above; (ii) the exclusion of investment income (loss) relating to noncontrolling interests; and (iii) the exclusion of income taxes.

 

In this report, “syndicated capital” is the aggregate amount of debt or equity capital in transactions originated by KKR investment funds and vehicles, which has been distributed to third parties in exchange for a fee. It does not include capital committed to such transactions by carry-yielding co-investment vehicles, which is instead reported in committed dollars invested. Syndicated capital is used as a measure of investment activity for KKR and its business segments during a given period, and we believe that this measure is useful to investors as it provides additional insight into levels of syndication activity in KKR’s Capital Markets and Principal Activities segment and across its investment platform.

 

4



Table of Contents

 

You should note that our calculations of AUM, FPAUM, FRE, ENI, syndicated capital and other financial measures may differ from the calculations of other investment managers and, as a result, our measurements of AUM, FPAUM, FRE, ENI, syndicated capital and other financial measures may not be comparable to similar measures presented by other investment managers.

 

References to “our funds” or “our vehicles” refer to investment funds, vehicles and/or accounts advised, sponsored or managed by one or more subsidiaries of KKR, unless context requires otherwise.

 

In this report, the term “GAAP” refers to generally accepted accounting principles in the United States.

 

Unless otherwise indicated, references in this report to our fully diluted common units outstanding, or to our common units outstanding on a fully diluted basis, reflect (i) actual common units outstanding, (ii) common units into which KKR Group Partnership Units not held by us are exchangeable pursuant to the terms of the exchange agreement described in this report and (iii) common units issuable pursuant to any equity awards actually issued under the KKR & Co. L.P. 2010 Equity Incentive Plan, which we refer to as our “Equity Incentive Plan,” but do not reflect common units available for issuance pursuant to our Equity Incentive Plan for which grants have not yet been made.

 

5



Table of Contents

 

KKR & CO. L.P.

 

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

 

(Amounts in Thousands, Except Unit Data)

 

 

 

March 31,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and Cash Equivalents

 

$

611,213

 

$

843,261

 

Cash and Cash Equivalents Held at Consolidated Entities

 

468,364

 

930,886

 

Restricted Cash and Cash Equivalents

 

109,768

 

89,828

 

Investments

 

41,263,384

 

37,495,360

 

Due from Affiliates

 

150,336

 

149,605

 

Other Assets

 

917,347

 

868,705

 

Total Assets

 

$

43,520,412

 

$

40,377,645

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Debt Obligations

 

$

1,721,439

 

$

1,564,716

 

Due to Affiliates

 

49,754

 

43,062

 

Accounts Payable, Accrued Expenses and Other Liabilities

 

1,733,826

 

1,085,217

 

Total Liabilities

 

3,505,019

 

2,692,995

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

Redeemable Noncontrolling Interests

 

415,709

 

275,507

 

 

 

 

 

 

 

Equity

 

 

 

 

 

KKR & Co. L.P. Partners’ Capital (231,698,206 and 227,150,182 common units issued and outstanding as of March 31, 2012 and December 31, 2011, respectively)

 

1,511,754

 

1,330,887

 

Accumulated Other Comprehensive Income (Loss)

 

(1,481

)

(2,189

)

Total KKR & Co. L.P. Partners’ Capital

 

1,510,273

 

1,328,698

 

Noncontrolling Interests

 

38,089,411

 

36,080,445

 

Total Equity

 

39,599,684

 

37,409,143

 

Total Liabilities and Equity

 

$

43,520,412

 

$

40,377,645

 

 

See notes to condensed consolidated financial statements.

 

6



Table of Contents

 

KKR & CO. L.P.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

(Amounts in Thousands, Except Unit Data)

 

 

 

Three Months Ended
 March 31,

 

 

 

2012

 

2011

 

Revenues

 

 

 

 

 

Fees

 

$

116,307

 

$

231,843

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

Compensation and Benefits

 

372,410

 

356,554

 

Occupancy and Related Charges

 

15,197

 

12,554

 

General, Administrative and Other

 

57,651

 

54,644

 

Total Expenses

 

445,258

 

423,752

 

 

 

 

 

 

 

Investment Income (Loss)

 

 

 

 

 

Net Gains (Losses) from Investment Activities

 

3,086,865

 

2,487,209

 

Dividend Income

 

172,939

 

4,808

 

Interest Income

 

76,199

 

65,368

 

Interest Expense

 

(18,005

)

(17,252

)

Total Investment Income (Loss)

 

3,317,998

 

2,540,133

 

 

 

 

 

 

 

Income (Loss) Before Taxes

 

2,989,047

 

2,348,224

 

 

 

 

 

 

 

Income Taxes

 

17,072

 

30,783

 

 

 

 

 

 

 

Net Income (Loss)

 

2,971,975

 

2,317,441

 

Net Income (Loss) Attributable to Redeemable Noncontrolling Interests

 

5,272

 

 

Net Income (Loss) Attributable to Noncontrolling Interests

 

2,776,267

 

2,157,876

 

 

 

 

 

 

 

Net Income (Loss) Attributable to KKR & Co. L.P.

 

$

190,436

 

$

159,565

 

 

 

 

 

 

 

Distributions Declared per KKR & Co. L.P. Common Unit

 

$

0.15

 

$

0.21

 

 

 

 

 

 

 

Net Income (Loss) Attributable to KKR & Co. L.P. Per Common Unit

 

 

 

 

 

Basic

 

$

0.83

 

$

0.75

 

Diluted

 

$

0.80

 

$

0.75

 

Weighted Average Common Units Outstanding

 

 

 

 

 

Basic

 

229,099,335

 

213,479,630

 

Diluted

 

237,832,106

 

213,509,630

 

 

See notes to condensed consolidated financial statements.

 

7



Table of Contents

 

KKR & CO. L.P.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 

(Amounts in Thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Net Income (Loss)

 

$

2,971,975

 

$

2,317,441

 

 

 

 

 

 

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Translation Adjustments

 

3,627

 

1,872

 

 

 

 

 

 

 

Comprehensive Income

 

2,975,602

 

2,319,313

 

 

 

 

 

 

 

Less: Comprehensive Income Attributable to Redeemable Noncontrolling Interests

 

5,272

 

 

Less: Comprehensive Income Attributable to Noncontrolling Interests

 

2,779,138

 

2,159,089

 

 

 

 

 

 

 

Comprehensive Income Attributable to KKR & Co. L.P.

 

$

191,192

 

$

160,224

 

 

See notes to condensed consolidated financial statements.

 

8



Table of Contents

 

KKR & CO. L.P.

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

 

(Amounts in Thousands, Except Unit Data)

 

 

 

KKR & Co. L.P.

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Redeemable

 

 

 

Common

 

Partners’

 

Comprehensive

 

Noncontrolling

 

Total

 

Noncontrolling

 

 

 

Units

 

Capital

 

Income

 

Interests

 

Equity

 

Interests

 

Balance at January 1, 2011

 

212,770,091

 

1,324,530

 

1,963

 

34,673,549

 

36,000,042

 

 

Net Income (Loss)

 

 

 

159,565

 

 

 

2,157,876

 

2,317,441

 

 

 

Other Comprehensive Income- Foreign Currency Translation Adjustments

 

 

 

 

 

659

 

1,213

 

1,872

 

 

 

Contribution of Net Assets of previously Unconsolidated Entities

 

 

 

 

 

 

 

69,600

 

69,600

 

 

 

Exchange of KKR Holdings L.P. Units to KKR & Co. L.P. Common Units

 

3,547,696

 

36,097

 

30

 

(36,127

)

 

 

 

Deferred Tax Effects Resulting from Exchange of KKR Holdings L.P. Units to KKR & Co. L.P. Common Units

 

 

 

203

 

 

 

 

 

203

 

 

 

Equity Based Compensation

 

 

 

 

 

 

 

141,982

 

141,982

 

 

 

Capital Contributions

 

 

 

 

 

 

 

1,240,669

 

1,240,669

 

 

 

Capital Distributions

 

 

 

(62,003

)

 

 

(2,411,410

)

(2,473,413

)

 

 

Balance at March 31, 2011

 

216,317,787

 

$

1,458,392

 

$

2,652

 

$

35,837,352

 

$

37,298,396

 

$

 

 

 

 

KKR & Co. L.P.

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

Redeemable

 

 

 

Common

 

Partners’

 

Comprehensive

 

Noncontrolling

 

Total

 

Noncontrolling

 

 

 

Units

 

Capital

 

Income

 

Interests

 

Equity

 

Interests

 

Balance at January 1, 2012

 

227,150,182

 

1,330,887

 

(2,189

)

36,080,445

 

37,409,143

 

275,507

 

Net Income (Loss)

 

 

 

190,436

 

 

 

2,776,267

 

2,966,703

 

5,272

 

Other Comprehensive Income- Foreign Currency Translation Adjustments

 

 

 

 

 

756

 

2,871

 

3,627

 

 

 

Exchange of KKR Holdings L.P. Units to KKR & Co. L.P. Common Units

 

4,548,024

 

46,269

 

(40

)

(46,229

)

 

 

 

Deferred Tax Effects Resulting from Exchange of KKR Holdings L.P. Units to KKR & Co. L.P. Common Units

 

 

 

587

 

(8

)

 

 

579

 

 

 

Equity Based Compensation

 

 

 

16,263

 

 

 

98,078

 

114,341

 

 

 

Capital Contributions

 

 

 

 

 

 

 

742,315

 

742,315

 

135,110

 

Capital Distributions

 

 

 

(72,688

)

 

 

(1,564,336

)

(1,637,024

)

(180

)

Balance at March 31, 2012

 

231,698,206

 

$

1,511,754

 

$

(1,481

)

$

38,089,411

 

$

39,599,684

 

$

415,709

 

 

See notes to condensed consolidated financial statements.

 

9



Table of Contents

 

KKR & CO. L.P.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

(Amounts in Thousands)

 

 

 

For the Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Operating Activities

 

 

 

 

 

Net Income (Loss)

 

$

2,971,975

 

$

2,317,441

 

Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities:

 

 

 

 

 

Equity Based Compensation

 

114,341

 

141,982

 

Net Realized (Gains) Losses on Investments

 

(553,020

)

(1,514,858

)

Change in Unrealized (Gains) Losses on Investments

 

(2,533,845

)

(972,351

)

Other Non-Cash Amounts

 

(2,324

)

(9,962

)

Cash Flows Due to Changes in Operating Assets and Liabilities:

 

 

 

 

 

Change in Cash and Cash Equivalents Held at Consolidated Entities

 

462,405

 

476,607

 

Change in Due from / to Affiliates

 

(9,666

)

(6,068

)

Change in Other Assets

 

(32,954

)

(248

)

Change in Accounts Payable, Accrued Expenses and Other Liabilities

 

273,511

 

111,876

 

Investments Purchased

 

(2,834,649

)

(1,988,018

)

Cash Proceeds from Sale of Investments

 

2,508,720

 

3,023,861

 

Net Cash Provided (Used) by Operating Activities

 

364,494

 

1,580,262

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Change in Restricted Cash and Cash Equivalents

 

(19,940

)

(29,761

)

Purchase of Furniture, Computer Hardware and Leasehold Improvements

 

(6,485

)

(348

)

Net Cash Provided (Used) by Investing Activities

 

(26,425

)

(30,109

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Distributions to Partners

 

(72,688

)

(62,003

)

Distributions to Redeemable Noncontrolling Interests

 

(180

)

 

Contributions from Redeemable Noncontrolling Interests

 

135,110

 

 

Distributions to Noncontrolling Interests

 

(1,525,967

)

(2,411,410

)

Contributions from Noncontrolling Interests

 

742,315

 

1,240,669

 

Proceeds from Debt Obligations

 

245,206

 

 

Repayment of Debt Obligations

 

(89,174

)

 

Deferred Financing Costs

 

(4,739

)

(8,554

)

Net Cash Provided (Used) by Financing Activities

 

(570,117

)

(1,241,298

)

 

 

 

 

 

 

Net Increase/(Decrease) in Cash and Cash Equivalents

 

(232,048

)

308,855

 

Cash and Cash Equivalents, Beginning of Period

 

843,261

 

738,693

 

Cash and Cash Equivalents, End of Period

 

$

611,213

 

$

1,047,548

 

 

See notes to condensed consolidated financial statements.

 

10



Table of Contents

 

KKR & CO. L.P.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

 

(Amounts in Thousands)

 

 

 

For the Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

Payments for Interest

 

$

17,791

 

$

14,777

 

Payments for Income Taxes

 

$

34,521

 

$

23,553

 

Supplemental Disclosures of Non-Cash Investing and Financing Activities

 

 

 

 

 

Non-Cash Contributions of Equity Based Compensation

 

$

114,341

 

$

141,982

 

Non-Cash Distributions to Noncontrolling Interests

 

$

38,369

 

$

 

Exchange of KKR Holdings L.P. Units to KKR & Co. L.P. Common Units

 

$

46,229

 

$

36,127

 

Net Deferred Tax Effects Resulting from Exchange of KKR Holdings L.P. Units to KKR & Co. L.P. Common Units Including the Effect of the Tax Receivable Agreement

 

$

579

 

$

203

 

Foreign Exchange Gains (Losses) on Debt Obligations

 

$

640

 

$

 

Contribution of Net Assets of Previously Unconsolidated Entities

 

 

 

 

 

Investments

 

$

 

$

57,722

 

Cash and Cash Equivalents Held at Consolidated Entities

 

$

 

$

11,504

 

Due from Affiliates

 

$

 

$

4,244

 

Other Assets

 

$

 

$

4,164

 

Accounts Payable, Accrued Expenses and Other Liabilities

 

$

 

$

8,034

 

 

See notes to condensed consolidated financial statements.

 

11



Table of Contents

 

KKR & CO. L.P.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

(All Dollars are in Thousands, Except Unit, Per Unit Data, and Except Where Noted)

 

1.              ORGANIZATION

 

KKR & Co. L.P. (NYSE:KKR), together with its consolidated subsidiaries (“KKR”), is a leading global investment firm that offers a broad range of investment management services to investors and provides capital markets services for the firm, its portfolio companies and third parties. Led by Henry Kravis and George Roberts, KKR conducts business with offices around the world, which provides a global platform for sourcing transactions, raising capital and carrying out capital markets activities. KKR operates as a single professional services firm and carries out its investment activities under the KKR brand name.

 

KKR & Co. L.P. was formed as a Delaware limited partnership on June 25, 2007 and its general partner is KKR Management LLC (the “Managing Partner”). KKR & Co. L.P. is the parent company of KKR Group Limited, which is the non-economic general partner of KKR Group Holdings L.P. (“Group Holdings”), and KKR & Co. L.P. is the sole limited partner of Group Holdings. Group Holdings holds a controlling economic interest in each of (i) KKR Management Holdings L.P. (“Management Holdings”) through KKR Management Holdings Corp., a Delaware corporation which is a domestic corporation for U.S. federal income tax purposes, and (ii) KKR Fund Holdings L.P. (“Fund Holdings” and together with Management Holdings, the “KKR Group Partnerships”) directly and through KKR Fund Holdings GP Limited, a Cayman Island limited company which is a disregarded entity for U.S federal income tax purposes. Group Holdings also owns certain economic interests in Management Holdings through a wholly owned Delaware corporate subsidiary of KKR Management Holdings Corp. and certain economic interests in Fund Holdings through a Delaware partnership of which Group Holdings is the general partner with a 99% economic interest and KKR Management Holdings Corp. is a limited partner with a 1% economic interest. KKR & Co. L.P., through its indirect controlling economic interests in the KKR Group Partnerships, is the holding partnership for the KKR business.

 

KKR & Co. L.P. both indirectly controls the KKR Group Partnerships and indirectly holds equity units in each KKR Group Partnership (collectively, “KKR Group Partnership Units”) representing economic interests in KKR’s business. The remaining KKR Group Partnership Units are held by KKR’s principals through KKR Holdings L.P. (“KKR Holdings”), which is not a subsidiary of KKR. As of March 31, 2012, KKR & Co. L.P. held 33.91% of the KKR Group Partnership Units and KKR’s principals held 66.09% of the KKR Group Partnership Units through KKR Holdings. The percentage ownership in the KKR Group Partnerships will continue to change as KKR Holdings and/or KKR’s principals exchange units in the KKR Group Partnerships for KKR & Co. L.P. common units.

 

The following table presents the effects of changes in the ownership interest in the KKR Group Partnerships on KKR & Co. L.P.’s equity:

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Net income (loss) attributable to KKR & Co. L.P.

 

$

190,436

 

$

159,565

 

Transfers from noncontrolling interests:

 

 

 

 

 

Increase in KKR & Co. L.P. partners’ capital for exchange of 4,548,024 and 3,547,696 KKR Group Partnership units held by KKR Holdings L.P. for the three months ended March 31, 2012 and 2011, respectively, net of deferred taxes

 

46,808

 

36,330

 

Change from net income (loss) attributable to KKR & Co. L.P. and transfers from noncontrolling interests held by KKR Holdings L.P.

 

$

237,244

 

$

195,895

 

 

12



Table of Contents

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of KKR & Co. L.P. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements included in KKR & Co. L.P.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

 

The condensed consolidated financial statements (referred to hereafter as the “financial statements”) include the accounts of KKR’s management and capital markets companies, the general partners of certain unconsolidated vehicles, general partners of its consolidated vehicles and their respective consolidated funds (the “KKR Funds”) and certain other entities.

 

KKR & Co. L.P. consolidates the financial results of the KKR Group Partnerships and their consolidated subsidiaries. KKR Holdings’ ownership interest in the KKR Group Partnerships is reflected as noncontrolling interests in the accompanying financial statements.

 

References in the accompanying financial statements to KKR’s “principals” are to KKR’s senior employees and non-employee operating consultants who hold interests in KKR’s business through KKR Holdings, including those principals who also hold interests in our Managing Partner entitling them to vote for the election of its directors (the “Senior Principals”).

 

Use of Estimates

 

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of fees, expenses and investment income (loss) during the reporting periods. Such estimates include but are not limited to the valuation of investments and financial instruments. Actual results could differ from those estimates and such differences could be material to the financial statements.

 

Consolidation

 

General

 

KKR consolidates (i) those entities in which it holds a majority voting interest or has majority ownership and control over significant operating, financial and investing decisions of the entity, including the KKR Funds in which KKR, as general partner, is presumed to have control, or (ii) entities determined to be variable interest entities (“VIEs”) for which KKR is considered the primary beneficiary.

 

13



Table of Contents

 

With respect to the consolidated KKR Funds, KKR generally has operational discretion and control, and limited partners have no substantive rights to impact ongoing governance and operating activities of the fund. The KKR Funds are consolidated by KKR notwithstanding the fact that KKR has only a minority economic interest in those funds. KKR’s financial statements reflect the assets, liabilities, fees, expenses, investment income (loss) and cash flows of the consolidated KKR Funds on a gross basis, and the majority of the economic interests in those funds, which are held by third party investors, are attributed to noncontrolling interests in the accompanying financial statements. All of the management fees and certain other amounts earned by KKR from those funds are eliminated in consolidation. However, because the eliminated amounts are earned from, and funded by, noncontrolling interests, KKR’s attributable share of the net income (loss) from those funds is increased by the amounts eliminated. Accordingly, the elimination in consolidation of such amounts has no effect on net income (loss) attributable to KKR or KKR partners’ capital.

 

The KKR Funds are, for GAAP purposes, investment companies and therefore are not required to consolidate their majority owned and controlled investments in portfolio companies (“Portfolio Companies”). Rather, KKR reflects their investments in Portfolio Companies at fair value as described below.

 

All intercompany transactions and balances have been eliminated.

 

Variable Interest Entities

 

KKR consolidates all VIEs in which it is considered the primary beneficiary. An enterprise is determined to be the primary beneficiary if it has a controlling financial interest under GAAP. A controlling financial interest is defined as (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s business and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The consolidation rules which were revised effective January 1, 2010 require an analysis to (a) determine whether an entity in which KKR has a variable interest is a VIE and (b) whether KKR’s involvement, through the holding of equity interests directly or indirectly in the entity or contractually through other variable interests unrelated to the holding of equity interests, would give it a controlling financial interest under GAAP. Performance of that analysis requires the exercise of judgment. Where KKR has an interest in an entity that has qualified for the deferral of the consolidation rules, the analysis is based on consolidation rules prior to January 1, 2010. These rules require an analysis to (a) determine whether an entity in which KKR has a variable interest is a VIE and (b) whether KKR’s involvement, through the holding of equity interests directly or indirectly in the entity or contractually through other variable interests would be expected to absorb a majority of the variability of the entity. Under both guidelines, KKR determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether KKR is the primary beneficiary, KKR evaluates its economic interests in the entity held either directly by KKR or indirectly through related parties. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that KKR is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by KKR, affiliates of KKR or third parties) or amendments to the governing documents of the respective entities could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, KKR assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly. KKR’s accounting conclusion under the existing consolidation rules determined that effective January 1, 2011, KKR became the primary beneficiary of certain entities and consolidated such entities that were unconsolidated prior to that date.

 

As of March 31, 2012 and December 31, 2011, the maximum exposure to loss for those VIEs in which KKR is determined not to be the primary beneficiary but in which it has a variable interest is as follows:

 

 

 

March 31,
2012

 

December 31,
2011

 

Investments

 

$

68,366

 

$

61,053

 

Due from Affiliates, net

 

4,392

 

2,095

 

Maximum Exposure to Loss

 

$

72,758

 

$

63,148

 

 

For those unconsolidated VIEs in which KKR is the sponsor, KKR may have an obligation as general partner to provide commitments to such funds. As of March 31, 2012 and December 31, 2011, KKR did not provide any support other than its obligated amount.

 

14



Table of Contents

 

KKR’s investment strategies differ by investment fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and carried interests. Accordingly, disaggregation of KKR’s involvement with VIEs would not provide more useful information.

 

Redeemable Noncontrolling Interests

 

Redeemable Noncontrolling Interests represent noncontrolling interests of certain investment vehicles and funds that are subject to periodic redemption by investors following the expiration of a specified period of time (typically between one and three years), or may be withdrawn subject to a redemption fee during the period when capital may not be otherwise withdrawn. Limited partner interests subject to redemption as described above are presented as Redeemable Noncontrolling Interests within the condensed consolidated statements of financial condition and presented as Net Income (Loss) attributable to Redeemable Noncontrolling Interests within the condensed consolidated statements of operations. When redeemable amounts become legally payable to investors, they are classified as a liability and included in Accounts Payable, Accrued Expenses and Other Liabilities in the condensed consolidated statements of financial condition. For all consolidated investment vehicles and funds in which redemption rights have not been granted, noncontrolling interests are presented within Partners’ Capital in the condensed consolidated statements of financial condition as Noncontrolling Interests.

 

Noncontrolling Interests

 

Noncontrolling interests represent (i) noncontrolling interests in consolidated entities and (ii) noncontrolling interests held by KKR Holdings.

 

Noncontrolling Interests in Consolidated Entities

 

Noncontrolling interests in consolidated entities represent the non-redeemable ownership interests in KKR that are held by:

 

(i)                                     third party investors in the KKR Funds;

 

(ii)                                  a former principal and such person’s designees representing an aggregate of 1% of the carried interest received by the general partners of KKR’s funds and 1% of KKR’s other profits (losses) until a future date;

 

(iii)                               certain of KKR’s former principals and their designees representing a portion of the carried interest received by the general partners of KKR’s private equity funds that was allocated to them with respect to private equity investments made during such former principals’ previous tenure with KKR;

 

(iv)                              certain of KKR’s current and former principals representing all of the capital invested by or on behalf of the general partners of KKR’s private equity funds prior to October 1, 2009 and any returns thereon; and

 

(v)                                 a third party in KKR’s capital markets business (representing an aggregate of 2% of the capital markets business equity).

 

Noncontrolling Interests held by KKR Holdings

 

Noncontrolling interests held by KKR Holdings include economic interests held by KKR’s principals in the KKR Group Partnerships. KKR’s principals receive financial benefits from KKR’s business in the form of distributions received from KKR Holdings and through their direct and indirect participation in the value of KKR Group Partnership Units held by KKR Holdings. These profit-based cash amounts are not paid by KKR and are borne by KKR Holdings.

 

15



Table of Contents

 

The following table presents the calculation of Noncontrolling interests held by KKR Holdings:

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Balance at the beginning of the period

 

$

4,342,157

 

$

4,346,388

 

Net income (loss) attributable to noncontrolling interests held by KKR Holdings (a)

 

404,191

 

408,904

 

Other comprehensive income (b)

 

2,670

 

1,180

 

Exchange of KKR Holdings units to KKR & Co. L.P. units (c)

 

(46,229

)

(36,127

)

Equity Based Compensation

 

98,077

 

141,982

 

Capital contributions

 

714

 

2,680

 

Capital distributions

 

(240,966

)

(177,439

)

 

 

 

 

 

 

Balance at the end of the period

 

$

4,560,614

 

$

4,687,568

 

 


(a)                                  Refer to table below for calculation of Net income (loss) attributable to noncontrolling interests held by KKR Holdings.

 

(b)                                 Calculated on a pro rata basis based on the weighted average KKR Group Partnership Units held by KKR Holdings during the reporting period.

 

(c)                                  Calculated based on the proportion of KKR Holdings units exchanged for KKR & Co. L.P. common units pursuant to the exchange agreement during the reporting period. The exchange agreement provides for the exchange of KKR Group Partnership Units held by KKR Holdings for KKR & Co. L.P. common units.

 

Income (loss) attributable to KKR after allocation to noncontrolling interests, with the exception of certain tax assets and liabilities that are directly allocable to KKR Management Holdings Corp., is attributed based on the percentage of the weighted average KKR Group Partnership Units held by KKR and KKR Holdings, each of which hold equity of the KKR Group Partnerships. However, primarily because of the contribution of certain expenses borne entirely by KKR Holdings as well as the periodic exchange of KKR Holdings units for KKR & Co. L.P. common units pursuant to the exchange agreement, the equity allocations shown in the condensed consolidated statement of changes in equity differ from their respective pro-rata ownership interests in KKR’s net assets.

 

The following table presents the calculation of Net income (loss) attributable to noncontrolling interests held by KKR Holdings:

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Net income (loss)

 

$

2,971,975

 

$

2,317,441

 

Less: Net income (loss) attributable to Redeemable Noncontrolling Interests

 

5,272

 

 

Less: Net income (loss) attributable to Noncontrolling Interests in consolidated entities

 

2,372,076

 

1,748,972

 

Plus: Income taxes attributable to KKR Management Holdings Corp.

 

13,344

 

26,351

 

Net income (loss) attributable to KKR & Co. L.P. and KKR Holdings

 

$

607,971

 

$

594,820

 

 

 

 

 

 

 

Net income (loss) attributable to noncontrolling interests held by KKR Holdings (a)

 

$

404,191

 

$

408,904

 

 


(a)                                  Net income (loss) attributable to KKR Holdings is based on the weighted average KKR Group Partnership Units held by KKR Holdings during the reporting period.

 

16



Table of Contents

 

Investments

 

Investments consist primarily of private equity, fixed income, and other investments. Investments are carried at their estimated fair values, with unrealized gains or losses resulting from changes in fair value reflected as a component of Net Gains (Losses) from Investment Activities in the condensed consolidated statements of operations. Investments denominated in currencies other than the U.S. dollar are valued based on the spot rate of the respective currency at the end of the reporting period with changes related to exchange rate movements reflected as a component of Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. Security and loan transactions are recorded on a trade date basis. Further disclosure on investments is presented in Note 4, “Investments.”

 

Private Equity - Consists primarily of investments in Portfolio Companies of KKR Funds and investments in infrastructure, natural resources and real estate.

 

Fixed Income - Consists primarily of investments in below investment grade corporate debt securities (primarily high yield bonds and syndicated bank loans), distressed and opportunistic debt and interests in collateralized loan obligations.

 

Other — Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity or fixed income investments.

 

Securities Sold Short

 

Whether part of a hedging transaction or a transaction in its own right, securities sold short, represent obligations of KKR to deliver the specified security at the contracted price at a future point in time, and thereby create a liability to repurchase the security in the market at the prevailing prices. The liability for such securities sold short is marked to market based on the current fair value of the underlying security at the reporting date with changes in fair value recorded as unrealized gains or losses in Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. These transactions may involve a market risk in excess of the amount currently reflected in the accompanying statements of financial condition.

 

Derivatives

 

Derivative contracts include forward, swap and option contracts related to foreign currencies and credit standing of reference entities to manage foreign exchange risk and credit risk arising from certain assets and liabilities. All derivatives are recognized as either assets or liabilities in the condensed consolidated statements of financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. KKR’s derivate financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. KKR attempts to minimize this risk by limiting its counterparties to major financial institutions with strong credit ratings.

 

Fair Value Measurements

 

Investments and other financial instruments are measured and carried at fair value. The majority of the investments and other financial instruments are held by the consolidated KKR Funds. The KKR Funds are, for GAAP purposes, investment companies and reflect their investments and other financial instruments at fair value. KKR has retained the specialized accounting for the consolidated KKR Funds in consolidation. Accordingly, the unrealized gains and losses resulting from changes in fair value of the investments held by the KKR Funds are reflected as a component of Net Gains (Losses) from Investment Activities in the condensed consolidated statements of operations.

 

17



Table of Contents

 

For investments and certain other financial instruments that are not held in a consolidated KKR Fund, KKR has elected the fair value option since these investments and other financial instruments are similar to those in the consolidated KKR Funds. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. Unrealized gains and losses resulting from changes in fair value are reflected as a component of Net Gains (Losses) from Investment Activities in the condensed consolidated statements of operations. The methodology for measuring the fair value of such investments and other financial instruments is consistent with the methodology applied to investments and other financial instruments that are held in consolidated KKR Funds.

 

The carrying amount of cash and cash equivalents, cash and cash equivalents held at consolidated entities, restricted cash and cash equivalents, due from / to affiliates, other assets, accounts payable, accrued expenses and other liabilities approximate fair value due to their short-term maturities. KKR’s debt obligations, except for KKR’s Senior Notes, bear interest at floating rates and therefore fair value approximates carrying value. Further information on KKR’s Senior Notes is presented in Note 8, “Debt Obligations.” The fair value for KKR’s Senior Notes was derived using Level II inputs similar to those utilized in valuing fixed income investments.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve varying levels of management estimation and judgment, the degree of which is dependent on a variety of factors. See Note 5, “Fair Value Measurements” for further information on KKR’s valuation techniques that involve unobservable inputs. Assets and liabilities recorded at fair value in the statements of financial condition are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets and liabilities.  The hierarchical levels defined under GAAP are as follows from highest to lowest:

 

Level I

 

Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The type of investments and other financial instruments included in this category are publicly-listed equities and debt, and securities sold short.

 

Level II

 

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level II inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. The type of investments and other financial instruments included in this category are fixed income investments, convertible debt securities indexed to publicly-listed securities, and certain over-the-counter derivatives.

 

Level III

 

Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The types of assets and liabilities generally included in this category are private Portfolio Companies and fixed income investments for which a sufficiently liquid trading market does not exist.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. KKR’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset.

 

A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.

 

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is

 

18



Table of Contents

 

traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by KKR in determining fair value is greatest for instruments categorized in Level III. The variability and availability of the observable inputs affected by the factors described above may cause transfers between Levels I, II, and III, which KKR recognizes at the beginning of the reporting period.

 

Investments and other financial instruments that have readily observable market prices (such as those traded on a securities exchange) are stated at the last quoted sales price as of the reporting date. KKR does not adjust the quoted price for these investments, even in situations where KKR holds a large position and a sale could reasonably affect the quoted price.

 

Level II Valuation Methodologies

 

Financial assets and liabilities categorized as Level II consist primarily of debt securities indexed to publicly-listed securities and fixed income and other investments.  Fixed income investments generally have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that KKR and others are willing to pay for an asset. Ask prices represent the lowest price that KKR and others are willing to accept for an asset. For financial assets and liabilities whose inputs are based on bid-ask prices obtained from third party pricing services, fair value may not always be a predetermined point in the bid-ask range. KKR’s policy is to allow for mid-market pricing and adjusting to the point within the bid-ask range that meets KKR’s best estimate of fair value.  For debt securities indexed to publicly listed securities, such as convertible debt, the securities are typically valued using standard convertible security pricing models.  The key inputs into these models that require some amount of judgment are the credit spreads utilized and the volatility assumed.  To the extent the company being valued has other outstanding debt securities that are publicly-traded, the implied credit spread on the company’s other outstanding debt securities would be utilized in the valuation.  To the extent the company being valued does not have other outstanding debt securities that are publicly-traded, the credit spread will be estimated based on the implied credit spreads observed in comparable publicly-traded debt securities.  In certain cases, an additional spread will be added to reflect an illiquidity discount due to the fact that the security being valued is not publicly-traded.  The volatility assumption is based upon the historically observed volatility of the underlying equity security into which the convertible debt security is convertible and/or the volatility implied by the prices of options on the underlying equity security.

 

Level III Valuation Methodologies

 

The valuation methodologies used for the assets that are valued using Level III of the fair value hierarchy are described below.

 

Private Equity Investments: KKR generally employs two valuation methodologies when determining the fair value of a private equity investment (including infrastructure and natural resources investments). The first methodology is typically a market comparables analysis that considers key financial inputs and recent public and private transactions and other available measures. The second methodology utilized is typically a discounted cash flow analysis, which incorporates significant assumptions and judgments.  Estimates of key inputs used in this methodology include the weighted average cost of capital for the investment and assumed inputs used to calculate terminal values, such as exit EBITDA multiples.  Other inputs are also used.  Upon completion of the valuations conducted using these methodologies, a weighting is ascribed to each method, and an illiquidity discount is typically applied where appropriate.  The ultimate fair value recorded for a particular investment will generally be within a range suggested by the two methodologies.

 

Fixed Income Investments:  Fixed income investments are valued using values obtained from dealers or market makers, and where these values are not available, fixed income investments are valued by KKR using internally developed valuation models.  Valuation models are based on discounted cash flow analyses, for which the key inputs are determined based on market comparables, which incorporate similar instruments from similar issuers.

 

Other Investments:  Other investments primarily represent privately-held equity and equity-like securities (e.g. warrants) in companies that are not private equity or fixed income investments. KKR generally employs the same valuation methodologies as described above for private equity investments when valuing these other investments.

 

Key unobservable inputs that have a significant impact on KKR’s Level III investment valuations as described above are included in Note 5 “Fair Value Measurements.”  KKR utilizes several unobservable pricing inputs and assumptions in determining the fair value of its Level III investments. These unobservable pricing inputs and assumptions may differ by investment and in the application of our valuation methodologies. KKR’s reported fair value estimates could vary materially if we had chosen to incorporate different unobservable pricing inputs and other assumptions or, for applicable investments, if we only used either the discounted cash flow methodology or the market comparables methodology instead of assigning a weighting to both methodologies.

 

19



Table of Contents

 

Level III Valuation Process

 

The valuation process involved for Level III measurements for private equity, fixed income, and other investments is completed on a quarterly basis and is designed to subject the valuation of Level III investments to an appropriate level of consistency, oversight, and review. KKR has a valuation committee for private equity investments and a valuation committee for fixed income and other investments.  Each committee is assisted by a valuation team, which is comprised only of employees who are not investment professionals responsible for preparing preliminary valuations or for oversight of any of the investments being valued.  The valuation committees and teams are responsible for coordinating and consistently implementing KKR’s quarterly valuation policies, guidelines and processes. For investments classified as Level III, investment professionals prepare preliminary valuations based on their evaluation of financial and operating data, company specific developments, market valuations of comparable companies and other factors.  These preliminary valuations are reviewed with the investment professionals by the applicable valuation team and are also reviewed by an independent valuation firm engaged by KKR to perform certain procedures in order to assess the reasonableness of KKR’s valuations for all Level III investments, except for certain investments other than KKR private equity investments.  All preliminary valuations are then reviewed by the applicable valuation committee, and after reflecting any input by their respective valuation committees, the preliminary valuations are presented to a single committee consisting of Senior Principals involved in various aspects of the KKR business.  When these valuations are approved by this single committee after reflecting any input from it, the valuations are presented to the audit committee of KKR’s board of directors and are then reported on to the board of directors.

 

As of March 31, 2012, upon completion by the independent valuation firm of certain limited procedures requested to be performed by them, the independent valuation firm concluded that the fair values, as determined by KKR, of the investments reviewed by them were reasonable.

 

Fees

 

Fees consist primarily of (i) monitoring and consulting fees from providing advisory and other services, (ii) management and incentive fees from providing investment management services to unconsolidated funds, a specialty finance company, structured finance and other vehicles, and separately managed accounts, and (iii) transaction fees earned in connection with successful private equity and other investment transactions and from capital markets activities. These fees are based on the contractual terms of the governing agreements and are recognized when earned, which coincides with the period during which the related services are performed.

 

For the three months ended March 31, 2012 and 2011, fees consisted of the following:

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

Transaction Fees

 

$

43,662

 

$

86,665

 

Monitoring & Consulting Fees

 

42,770

 

113,744

 

Management Fees

 

20,205

 

19,421

 

Incentive Fees

 

9,670

 

12,013

 

Total Fee Income

 

$

116,307

 

$

231,843

 

 

Transaction Fees

 

Transaction fees are earned by KKR primarily in connection with successful private equity and other investment transactions and capital markets activities. Transaction fees are recognized upon closing of the transaction. Fees are typically paid on or around the closing of a transaction.

 

In connection with pursuing successful Portfolio Company investments, KKR receives reimbursement for certain transaction-related expenses. Transaction-related expenses, which are reimbursed by third parties, are typically deferred until the transaction is consummated and are recorded in Other Assets on the condensed consolidated statements of financial condition on the date incurred. The costs of successfully completed transactions are borne by the KKR Funds and included as a component of the investment’s cost basis. Subsequent to closing, investments are recorded at fair value each reporting period as described in the section above titled “Investments”. Upon reimbursement from a third party, the cash receipt is recorded and the deferred amounts are relieved. No fees or expenses are recorded for these reimbursements.

 

Monitoring and Consulting Fees

 

Monitoring fees are earned by KKR for services provided to Portfolio Companies and are recognized as services are rendered. These fees are generally paid based on a fixed periodic schedule by the Portfolio Companies either in advance or in arrears and are separately negotiated for each Portfolio Company.

 

In connection with the monitoring of Portfolio Companies and certain unconsolidated funds, KKR receives reimbursement for certain expenses incurred on behalf of these entities. Costs incurred in monitoring these entities are classified as general, administrative and other expenses and reimbursements of such costs are classified as monitoring fees.

 

20



Table of Contents

 

Consulting fees are earned by certain consolidated entities for consulting services provided to Portfolio Companies and other companies and are recognized as the services are rendered. These fees are separately negotiated with each company for which services are provided.

 

Management Fees

 

Management fees are earned by KKR for management services provided to private equity funds, other investment vehicles, structured finance vehicles, separately managed accounts and a specialty finance company which are recognized in the period during which the related services are performed in accordance with the contractual terms of the related agreement. Management fees earned from private equity funds and certain investment vehicles are based upon a percentage of capital committed during the investment period, and thereafter based on remaining invested capital. For certain other investment vehicles, structured finance vehicles, separately managed accounts and a specialty finance vehicle, management fees are recognized in the period during which the related services are performed and are based upon the net asset value, gross assets or as otherwise defined in the respective agreements.

 

Management fees received from consolidated KKR Funds are eliminated in consolidation. However, because these amounts are funded by, and earned from, noncontrolling interests, KKR’s allocated share of the net income from consolidated KKR Funds is increased by the amount of fees that are eliminated. Accordingly, the elimination of these fees does not have an effect on the net income (loss) attributable to KKR or KKR partners’ capital.

 

Incentive Fees

 

KKR’s management agreement with a specialty finance company entitles KKR to quarterly incentive fees. The incentive fees are calculated and paid quarterly in arrears and are not subject to any hurdle or clawback provisions. The management agreement with the specialty finance company was renewed on January 1, 2012 and will automatically be renewed for successive one-year terms following December 31, 2012 unless the agreement is terminated in accordance with its terms.

 

Compensation and Benefits

 

Compensation and Benefits expense includes cash compensation consisting of salaries, bonuses, and benefits, as well as equity-based payments consisting of charges associated with the vesting of equity-based awards and carry pool allocations.

 

All KKR principals and other employees of certain consolidated entities receive a base salary that is paid by KKR or its consolidated entities, and is accounted for as Compensation and Benefits expense. These employees are also eligible to receive discretionary cash bonuses based on performance, overall profitability and other matters. While cash bonuses paid to most employees are funded by KKR and certain consolidated entities and result in customary Compensation and Benefits expense, cash bonuses that are paid to certain of KKR’s most senior employees are funded by KKR Holdings with distributions that it receives on its KKR Group Partnership Units. To the extent that distributions received by these individuals exceed the amounts that they are otherwise entitled to through their vested units in KKR Holdings, this excess is funded by KKR Holdings and reflected in Compensation and Benefits in the consolidated statements of operations.

 

Further disclosure regarding equity-based payments is presented in Note 10 “Equity Based Compensation.”

 

Carried Interest

 

Carried interest entitles the general partner of a fund to a greater allocable share of the fund’s earnings from investments relative to the capital contributed by the general partner and correspondingly reduce noncontrolling interests’ attributable share of those earnings. Amounts earned pursuant to carried interest are included as investment income (loss) in Net Gains (Losses) from Investment Activities in the condensed consolidated statements of operations and are earned by the general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred return thresholds have been met. If these investment returns decrease or turn negative in subsequent periods, recognized carried interest will be reversed and reflected as investment losses in Net Gains (Losses) from Investment Activities in the condensed consolidated statements of operations. Carried interest is recognized based on the contractual formula set forth in the agreements governing the fund as if

 

21



Table of Contents

 

the fund was terminated at the reporting date with the then estimated fair values of the investments realized. Due to the extended durations of KKR’s private equity funds and other investment vehicles, KKR believes that this approach results in income recognition that best reflects the periodic performance of KKR in the management of those funds. See Note 12 “Segment Reporting” for the amount of carried interest income earned or reversed for the three months ended March 31, 2012 and 2011.

 

The agreements governing KKR’s private equity funds generally include a “clawback” or, in certain instances, a “net loss sharing” provision that, if triggered, may give rise to a contingent obligation that may require the general partner to return or contribute amounts to the fund for distribution to investors at the end of the life of the fund. See Note 13 “Commitments and Contingencies”.

 

Carry Pool Allocation

 

With respect to KKR’s active and future funds and co-investment vehicles that provide for carried interest, KKR will allocate to its principals and other professionals a portion of the carried interest earned in relation to these funds as part of its carry pool. KKR currently allocates approximately 40% of the carry it earns from these funds and vehicles to its carry pool. These amounts are accounted for as compensatory profit-sharing arrangements in conjunction with the related carried interest income and recorded as compensation expense for KKR employees and general, administrative and other expense for certain non-employee consultants and service providers in the consolidated statements of operations.  For the three months ended March 31, 2012 and 2011, KKR recorded expense related to the carry pool allocation of $191.5 million and $139.5 million respectively.

 

Tax Receivable Agreement

 

Certain exchanges of KKR Group Partnership Units from KKR Holdings or transferees of its KKR Group Partnership Units for KKR & Co. L.P. common units may occur pursuant to KKR’s exchange agreement. These exchanges are expected to result in an increase in KKR Management Holdings Corp.’s and its corporate subsidiary’s share of the tax basis of the tangible and intangible assets of KKR Management Holdings, a portion of which is attributable to the goodwill inherent in our business, that would not otherwise have been available. This increase in tax basis may increase depreciation and amortization for U.S. federal income tax purposes and therefore reduce the amount of income tax that our intermediate holding companies would otherwise be required to pay in the future. KKR & Co. L.P. entered into a tax receivable agreement with KKR Holdings pursuant to which our intermediate holding companies will be required to pay to KKR Holdings or transferees of its KKR Group Partnership Units 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes that the intermediate holding companies actually realize as a result of this increase in tax basis, as well as 85% of the amount of any such savings the intermediate holding companies actually realize as a result of increases in tax basis that arise due to payments under the tax receivable agreement. Although KKR is not aware of any issue that would cause the IRS to challenge a tax basis increase, neither KKR Holdings nor its transferees will reimburse KKR for any payments previously made under the tax receivable agreement if such tax basis increase, or the benefits of such increases, were successfully challenged. Payments made under the tax receivable agreement are required to be made within 90 days of the filing of the tax return of KKR Management Holdings Corp.  As of March 31, 2012, approximately $0.2 million of cumulative cash payments have been made under the tax receivable agreement. No amounts were paid for the three months ended March 31, 2012.

 

KKR records any changes in basis as a deferred tax asset and the liability for any corresponding payments as amounts due to affiliates, with a corresponding net adjustment to equity at the time of exchange. KKR records any benefit of the reduced income tax the intermediate holding companies may recognize as such benefit is recognized.

 

Recently Adopted Accounting Pronouncements

 

On January 1, 2012, KKR adopted ASU 2011-4, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and International Financial Reporting

 

22



Table of Contents

 

Standards. The ASU specifies that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets and are not relevant when measuring the fair value of financial assets or of liabilities. The amendments include requirements specific to measuring the fair value of those instruments, such as equity interests used as consideration in a business combination. An entity should measure the fair value of its own equity instrument from the perspective of a market participant that holds the instrument as an asset. With respect to financial instruments that are managed as part of a portfolio, an exception to fair value requirements is provided. That exception permits a reporting entity to measure the fair value of such financial assets and financial liabilities at the price that would be received to sell a net asset position for a particular risk or to transfer a net liability position for a particular risk in an orderly transaction between market participants at the measurement date. The amendments also clarify that premiums and discounts should only be applied if market participants would do so when pricing the asset or liability. Premiums and discounts related to the size of an entity’s holding (e.g., a blockage factor) rather than as a characteristic of the asset or liability (e.g., a control premium) is not permitted in a fair value measurement.

 

The guidance also requires enhanced disclosures about fair value measurements, including, among other things, (a) for fair value measurements categorized within Level III of the fair value hierarchy, (1) a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, (2) the valuation process used by the reporting entity, and (3) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any, and (b) the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which the fair value is required to be disclosed (for example, a financial instrument that is measured at amortized cost in the statement of financial position but for which fair value is disclosed). The guidance also amends disclosure requirements for significant transfers between Level I and Level II and now requires disclosure of all transfers between Levels I and II in the fair value hierarchy. As a result of adopting ASU 2011-04, KKR expanded its fair value disclosures. See Note 5 “Fair Value Measurements.”

 

On January 1, 2012, KKR adopted ASU 2011-05, Comprehensive Income. The ASU provides an entity with an option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance is effective for fiscal years, and interim periods within those years beginning after December 15, 2011 and should be applied on a retrospective basis. KKR has adopted the presentation of total comprehensive income in two consecutive statements. See the Statements of Operations and Statements of Comprehensive Income (Loss).

 

23



Table of Contents

 

3. NET GAINS (LOSSES) FROM INVESTMENT ACTIVITIES

 

Net Gains (Losses) from Investment Activities in the condensed consolidated statements of operations consist primarily of the realized and unrealized gains and losses on investments (including foreign exchange gains and losses attributable to foreign denominated investments and related activities) and other financial instruments, including those for which the fair value option has been elected. Unrealized gains or losses result from changes in the fair value of these investments and other financial instruments during a period. Upon disposition of an investment or financial instrument, previously recognized unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.

 

The following table summarizes total Net Gains (Losses) from Investment Activities for the three months ended March 31, 2012 and 2011, respectively.

 

 

 

Three Months Ended
March 31, 2012

 

Three Months Ended
March 31, 2011

 

 

 

Net Realized
Gains (Losses)

 

Net Unrealized
Gains (Losses)

 

Net Realized
Gains (Losses)

 

Net Unrealized
Gains (Losses)

 

Private Equity Investments (a)

 

$

527,976

 

$

2,481,140

 

$

1,477,472

 

$

1,035,588

 

Fixed Income and Other (a)

 

50,613

 

133,574

 

35,437

 

35,755

 

Foreign Exchange Forward Contracts (b)

 

14,830

 

(66,440

)

7,887

 

(93,986

)

Foreign Currency Options (b)

 

(10,740

)

7,830

 

 

(8,259

)

Securities Sold Short (b)

 

(26,829

)

(12,381

)

(7,247

)

3,752

 

Other Derivative Liabilities

 

(3,063

)

(201

)

(112

)

(499

)

Contingent Carried Interest Repayment Guarantee (c)

 

 

(8,687

)

 

 

Foreign Exchange Gains (Losses) on Debt Obligations

 

233

 

(873

)

 

 

Foreign Exchange Gains (Losses) on Cash and Cash Equivalents held at Consolidated Entities

 

 

(117

)

1,421

 

 

Total Net Gains (Losses) from Investment Activities

 

$

553,020

 

$

2,533,845

 

$

1,514,858

 

$

972,351

 

 


(a)                                  See Note 4 “Investments.”

 

(b)                                 See Note 7 “Other Assets and Accounts Payable, Accrued Expenses and Other Liabilities.”

 

(c)                                  See Note 13 “Commitments and Contingencies.”

 

4. INVESTMENTS

 

Investments consist of the following:

 

 

 

Fair Value

 

Cost

 

 

 

March 31, 2012

 

December 31, 2011

 

March 31, 2012

 

December 31, 2011

 

Private Equity

 

$

37,388,553

 

$

34,637,901

 

$

33,818,142

 

$

33,545,298

 

Fixed Income

 

2,752,605

 

2,228,210

 

2,632,979

 

2,199,390

 

Other

 

1,122,226

 

629,249

 

1,091,141

 

650,802

 

 

 

$

41,263,384

 

$

37,495,360

 

$

37,542,262

 

$

36,395,490

 

 

24



Table of Contents

 

As of March 31, 2012 and December 31, 2011, Investments totaling $3,381,545 and $2,150,319, respectively, were pledged as direct collateral against various financing arrangements. See Note 8 “Debt Obligations.”

 

As of March 31, 2012 and December 31, 2011, private equity investments which represented greater than 5% of the total private equity investments included:

 

 

 

Fair Value

 

 

 

March 31, 2012

 

December 31, 2011

 

Dollar General Corporation

 

$

3,783,586

 

$

3,399,221

 

Alliance Boots GmbH

 

2,710,147

 

2,459,263

 

HCA, Inc.

 

2,083,071

 

1,854,248

 

 

 

$

8,576,804

 

$

7,712,732

 

 

The majority of the securities underlying private equity investments represent equity securities. As of March 31, 2012 and December 31, 2011, the fair value of investments that were other than equity securities amounted to $1,939,460 and $1,897,362, respectively.

 

5. FAIR VALUE MEASUREMENTS

 

The following tables summarize the valuation of KKR’s investments and other financial instruments, which includes those for which the fair value option has been elected, measured and reported at fair value by the fair value hierarchy levels described in Note 2 “Summary of Significant Accounting Policies” as of March 31, 2012 and December 31, 2011.

 

Assets, at fair value:  

 

 

 

March 31, 2012

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level I)

 

Significant Other
Observable Inputs
(Level II)

 

Significant
Unobservable
Inputs
(Level III)

 

Total

 

Private Equity

 

$

11,621,114

 

$

1,939,460

 

$

23,827,979

 

$

37,388,553

 

Fixed Income

 

17,218

 

1,579,038

 

1,156,349

 

2,752,605

 

Other

 

681,833

 

317,932

 

122,461

 

1,122,226

 

Total Investments

 

12,320,165

 

3,836,430

 

25,106,789

 

41,263,384

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Forward Contracts

 

 

47,784

 

 

47,784

 

Other Derivatives

 

 

2,347

 

 

2,347

 

Total Assets

 

$

12,320,165

 

$

3,886,561

 

$

25,106,789

 

$

41,313,515

 

 

 

 

December 31, 2011

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level I)

 

Significant Other
Observable Inputs
(Level II)

 

Significant
Unobservable
Inputs
(Level III)

 

Total

 

Private Equity

 

$

10,772,277

 

$

1,897,363

 

$

21,968,261

 

$

34,637,901

 

Fixed Income

 

16,847

 

1,194,604

 

1,016,759

 

2,228,210

 

Other

 

284,997

 

248,073

 

96,179

 

629,249

 

Total Investments

 

11,074,121

 

3,340,040

 

23,081,199

 

37,495,360

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Forward Contracts

 

 

114,224

 

 

114,224

 

Other Derivatives

 

 

490

 

 

490

 

Total Assets

 

$

11,074,121

 

$

3,454,754

 

$

23,081,199

 

$

37,610,074

 

 

25



Table of Contents

 

Liabilities, at fair value:

 

 

 

March 31, 2012

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level I)

 

Significant Other
Observable Inputs
(Level II)

 

Significant
Unobservable
Inputs
(Level III)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Securities Sold Short

 

$

477,357

 

$

 

$

 

$

477,357

 

Foreign Currency Options

 

 

3,951

 

 

3,951

 

Other Derivatives

 

 

1,969

 

 

1,969

 

Total Liabilities

 

$

477,357

 

$

5,920

 

$

 

$

483,277

 

 

 

 

December 31, 2011

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level I)

 

Significant Other
Observable Inputs
(Level II)

 

Significant
Unobservable
Inputs
(Level III)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Securities Sold Short

 

$

202,908

 

$

 

$

 

$

202,908

 

Foreign Currency Options

 

 

11,736

 

 

11,736

 

Total Liabilities

 

$

202,908

 

$

11,736

 

$

 

$

214,644

 

 

26



Table of Contents

 

The following tables summarize changes in private equity, fixed income, and other investments measured and reported at fair value for which Level III inputs have been used to determine fair value for the three months ended March 31, 2012 and 2011, respectively.

 

 

 

Three Months Ended
March 31, 2012

 

 

 

Private
Equity

 

Fixed
Income

 

Other

 

Total Level III
Investments

 

 

 

 

 

 

 

 

 

 

 

Balance, Beginning of Period

 

$

21,968,261

 

$

1,016,759

 

$

96,179

 

$

23,081,199

 

Transfers In (1)

 

 

311

 

1,061

 

1,372

 

Transfers Out (2)

 

 

(12,627

)

 

(12,627

)

Purchases

 

438,009

 

166,470

 

5,999

 

610,478

 

Sales

 

(48,537

)

(34,360

)

 

(82,897

)

Settlements

 

 

(10,652

)

 

(10,652

)

Net Realized Gains (Losses)

 

22,465

 

7,242

 

 

29,707

 

Net Unrealized Gains (Losses)

 

1,447,781

 

23,206

 

19,222

 

1,490,209

 

Balance, End of Period

 

$

23,827,979

 

$

1,156,349

 

$

122,461

 

$

25,106,789

 

 

 

 

 

 

 

 

 

 

 

Changes in Net Unrealized Gains (Losses) Included in Net Gains (Losses) from Investment Activities (including foreign exchange gains and losses attributable to foreign- denominated investments) related to Investments still held at Reporting Date

 

$

1,470,246

 

$

26,373

 

$

19,222

 

$

1,515,841

 

 


(1)           The Transfers In noted in the table above for fixed income and other investments are principally attributable to certain investments that experienced an insignificant level of market activity during the period and thus were valued in the absence of observable inputs.

 

(2)           The Transfers Out noted above for fixed income are principally attributable to certain investments that experienced a significant level of market activity during the period and thus were valued using observable inputs.

 

 

 

Three Months Ended
March 31, 2011

 

 

 

Private
Equity

 

Fixed
Income

 

Other

 

Total Level III
Investments

 

 

 

 

 

 

 

 

 

 

 

Balance, Beginning of Period

 

$

23,172,797

 

$

666,014

 

$

45,188

 

$

23,883,999

 

Transfers In (1)

 

 

89,449

 

 

89,449

 

Transfers Out (2)

 

(4,333,220

)

 

(3,830

)

(4,337,050

)

Purchases

 

790,489

 

158,334

 

42,904

 

991,727

 

Sales

 

(818,362

)

(15,338

)

 

(833,700

)

Net Realized Gains (Losses)

 

574,985

 

741

 

 

575,726

 

Net Unrealized Gains (Losses)

 

1,307,005

 

25,275

 

3,513

 

1,335,793

 

Balance, End of Period

 

$

20,693,694

 

$

924,475

 

$

87,775

 

$

21,705,944

 

 

 

 

 

 

 

 

 

 

 

Changes in Net Unrealized Gains (Losses) Included in Net Gains (Losses) from Investment Activities (including foreign exchange gains and losses attributable to foreign- denominated investments) related to Investments still held at Reporting Date

 

$

696,542

 

$

25,470

 

$

3,366

 

$

725,378

 

 


(1)           The Transfers In noted in the table above for fixed income investments are principally attributable to certain corporate credit investments that experienced an insignificant level of market activity during the period and thus were valued in the absence of observable inputs.

 

(2)           The Transfers Out noted in the table above for private equity investments are attributable to certain Portfolio Companies that completed an initial public offering during the period.  The Transfers Out noted above for other investments are

 

27



Table of Contents

 

principally attributable to certain investments that experienced a significant level of market activity during the period and thus were valued using observable inputs.

 

Total realized and unrealized gains and losses recorded for Level III investments are reported in Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. There were no transfers between Level I and Level II during the three months ended March 31, 2012 and 2011, respectively.

 

28



Table of Contents

 

The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level III as of March 31, 2012:

 

 

 

Fair Value
March 31, 2012

 

Valuation Methodologies

 

Unobservable Input(s) (1)

 

Weighted
Average 
(2)

 

Range

 

Impact to
Valuation
from
an Increase in
Input (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private equity investments

 

$

23,827,979

 

Inputs to both market comparables and discounted cash flow

 

Illiquidity Discount

 

10%

 

0% - 20%

(6)

Decrease

 

 

 

 

 

 

Weight Ascribed to Market Comparables

 

48%

 

0% - 100%

 

(4)

 

 

 

 

 

 

 

Weight Ascribed to Discounted Cash Flow

 

52%

 

0% - 100%

 

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market comparables

 

Enterprise Value/LTM EBITDA Multiple

 

9x

 

4x - 15x

(7)

Increase

 

 

 

 

 

 

 

Enterprise Value/Forward EBITDA Multiple

 

9x

 

4x - 14x

(7)

Increase

 

 

 

 

 

 

 

Control Premium

 

1%

 

0% - 25%

(8)

Increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discounted cash flow

 

Weighted Average Cost of Capital

 

10%

 

7% - 30%

 

Decrease

 

 

 

 

 

 

 

Enterprise Value/LTM EBITDA Exit Multiple

 

9x

 

5x - 13x

 

Increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income investments

 

$

950,342

(9)

Market comparables

 

Discount Margin

 

1327 bps

 

504 bps - 6750 bps

 

Decrease

 

 

 

 

 

 

 

Yield to Maturity

 

17%

 

6% - 69%

 

Decrease

 

 

 

 

 

 

 

Total Leverage

 

5x

 

1x - 7x

 

Decrease

 

 

 

 

 

 

 

Illiquidity Discount

 

3%

 

0% - 20%

 

Decrease

 

 


(1)        In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities.  Management has determined that market participants would take these inputs into account when valuing the investments.  LTM means Last Twelve Months and EBITDA means Earnings Before Interest Taxes Depreciation and Amortization.

(2)        Inputs were weighted based on the fair value of the investments included in the range.

(3)        Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

(4)        The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach.

(5)        The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach.

(6)        All private equity investments are assigned a minimum 5% illiquidity discount, with the exception of investments in KKR’s natural resources strategy.

(7)        Ranges shown exclude inputs relating to a single portfolio company that was determined to lack comparability with other investments in KKR’s private equity portfolio.  This portfolio company had a fair value representing less than 0.5% of the total fair value of Private Equity Investments and had an Enterprise Value/LTM EBITDA Multiple and Enterprise Value/Forward EBITDA Multiple of 27x and 21x, respectively.  The exclusion of this investment does not impact the weighted average.

(8)        Level III private equity investments whose valuations include a control premium represent less than 5% of total Level III private equity investments.  The valuations for the remaining investments do not include a control premium.

(9)        Amounts exclude $206.0 million of investments that were valued using dealer quotes or third party valuation firms and were therefore not subject to significant management judgment.

 

The table above excludes Other Investments in the amount of $122.5 million comprised primarily of privately-held equity and equity-like securities (e.g. warrants) in companies that are not private equity or fixed income investments.  These investments were valued using Level III valuation methodologies that are generally the same as those shown for private equity investments.

 

The various unobservable inputs used to determine the Level III valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurement as noted in the table above.

 

29



Table of Contents

 

6. EARNINGS PER COMMON UNIT

 

Basic earnings per common unit are calculated by dividing Net Income (Loss) Attributable to KKR & Co. L.P. by the total weighted average number of common units outstanding during the period.

 

Diluted earnings per common unit is calculated by dividing Net Income (Loss) Attributable to KKR & Co. L.P. by the weighted average number of common units outstanding during the period increased to include the weighted average number of additional common units that would have been outstanding if the dilutive potential common units had been issued.

 

For the three months ended March 31, 2012 and 2011, basic and diluted earnings per common unit were calculated as follows:

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

March 31, 2012

 

March 31, 2011

 

 

 

Basic

 

Diluted

 

Basic

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) Attributable to KKR & Co. L.P.

 

$

190,436

 

$

190,436

 

$

159,565

 

$

159,565

 

Net Income Attributable to KKR & Co. L.P. Per Common Unit

 

$

0.83

 

$

0.80

 

$

0.75

 

$

0.75

 

Total Weighted-Average Common Units Outstanding

 

229,099,335

 

237,832,106

 

213,479,630

 

213,509,630

 

 

For the three months ended March 31, 2012 and 2011, KKR Holdings units have been excluded from the calculation of diluted earnings per common unit given that the exchange of these units would proportionally increase KKR & Co. L.P.’s interests in the KKR Group Partnerships and would have an anti-dilutive effect on earnings per common unit as a result of certain tax benefits KKR & Co. L.P. is assumed to receive upon the exchange.

 

30



Table of Contents

 

7. OTHER ASSETS AND ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

 

Other assets consist of the following: 

 

 

 

March 31,
2012

 

December 31,
2011

 

Interest and Note Receivable (a)

 

$

326,699

 

$

319,402

 

Due from Broker (b)

 

209,167

 

 

Unsettled Investment Sales (c)

 

91,590

 

230,970

 

Fixed Assets, net (d)

 

63,272

 

59,619

 

Foreign Exchange Forward Contracts (e)

 

47,784

 

114,224

 

Receivables

 

42,897

 

30,060

 

Deferred Tax Assets

 

28,981

 

34,125

 

Intangible Asset, net (f)

 

23,363

 

24,310

 

Deferred Financing Costs

 

21,085

 

17,691

 

Deferred Transaction Costs

 

13,009

 

8,987

 

Prepaid Expenses

 

15,721

 

10,709

 

Refundable Security Deposits

 

7,604

 

8,242

 

Other

 

26,175

 

10,366

 

 

 

$

917,347

 

$

868,705

 

 


(a)                                  Represents interest receivable and a promissory note received from a third party. The promissory note bears interest at a fixed rate of 3.0% per annum and matures on February 28, 2016.

 

(b)                                 Represents amounts held at clearing brokers resulting from securities transactions.

 

(c)                                  Represents amounts due from third parties for investments sold for which cash settlement has not occurred.

 

(d)                                 Net of accumulated depreciation and amortization of $83,076 and $80,501 as of March 31, 2012 and December 31, 2011, respectively. Depreciation and amortization expense totaled $2,572 and $2,670 for the three months ended March 31, 2012 and 2011, respectively.

 

(e)                                  Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign denominated investments. Such instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. See Note 3 “Net Gains (Losses) from Investment Activities” for the net changes in fair value associated with these instruments.

 

(f)                                    Net of accumulated amortization of $14,523 and $13,576 as of March 31, 2012 and December 31, 2011, respectively. Amortization expense totaled $947 for the three months ended March 31, 2012 and 2011, respectively.

 

31



Table of Contents

 

Accounts Payable, Accrued Expenses and Other Liabilities consist of the following:

 

 

 

March 31,
2012

 

December 31,
2011

 

Amounts Payable to Carry Pool (a)

 

$

607,929

 

$

448,818

 

Securities Sold Short (b) 

 

477,357

 

202,908

 

Unsettled Investment Purchases (c)

 

339,910

 

49,668

 

Interest Payable

 

110,588

 

119,337

 

Accounts Payable and Accrued Expenses

 

70,447

 

105,453

 

Due to Broker (d)

 

53,492

 

33,103

 

Accrued Compensation and Benefits

 

45,640

 

12,744

 

Deferred Income

 

16,454

 

6,141

 

Taxes Payable

 

4,103

 

27,259

 

Foreign Currency Options (e) 

 

3,951

 

11,736

 

Fund Subscriptions Received in Advance

 

25

 

68,050

 

Other Liabilities

 

3,930

 

 

 

 

$

1,733,826

 

$

1,085,217

 

 


(a)                                  Represents the amount of carried interest payable to KKR’s principals, other professionals and selected other individuals with respect to KKR’s active funds and co-investment vehicles that provide for carried interest. See Note 2 “Summary of Significant Accounting Policies.”

 

(b)                                 Represents the obligations of KKR to deliver a specified security at a future point in time. Such securities are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. See Note 3 “Net Gains (Losses) from Investment Activities” for the net changes in fair value associated with these instruments. The cost basis for these instruments at March 31, 2012 and December 31, 2011 were $463,041 and $200,973, respectively.

 

(c)                                  Represents amounts owed to third parties for investment purchases for which cash settlement has not occurred.

 

(d)                                 Represents amounts owed for securities transactions initiated at clearing brokers.

 

(e)                                  Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign denominated investments. The instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying condensed consolidated statements of operations. See Note 3 “Net Gains (Losses) from Investment Activities” for the net changes in fair value associated with these instruments. The cost basis for these instruments at March 31, 2012 and December 31, 2011 was $18,746 and $18,791, respectively.

 

32



Table of Contents

 

8. DEBT OBLIGATIONS

 

Debt obligations consist of the following:

 

 

 

March 31, 2012

 

December 31, 2011

 

Investment Financing Arrangements

 

$

1,223,207

 

$

1,066,536

 

Senior Notes

 

498,232

 

498,180

 

 

 

$

1,721,439

 

$

1,564,716

 

 

Investment Financing Arrangements

 

Certain of KKR’s investment vehicles have entered into financing arrangements with major financial institutions, generally in connection with specific investments with the objective of enhancing returns. These financing arrangements are generally not direct obligations of the general partners of KKR’s investment vehicles or its management companies.

 

Approximately $796.4 million of financing was structured through the use of total return swaps which effectively convert third party capital contributions into borrowings of KKR. These total return swaps mature between October 2012 and February 2015. Upon the occurrence of certain events, including an event based on the value of the collateral and events of default, KKR may be required to provide additional collateral plus accrued interest, under the terms of certain of these financing arrangements. On May 4, 2011, the terms of one of the total return swaps were amended to extend the maturity, so that the total return swaps now expire in October 2012 and the per annum rate of interest was increased from LIBOR plus 1.35% to LIBOR plus 2.50%. As of March 31, 2012, the per annum rates of interest payable for the financings range from three-month LIBOR plus 1.75% to three-month LIBOR plus 2.50% (rates ranging from 2.29% to 3.04%). These financing arrangements are non-recourse to KKR beyond the specific assets pledged as collateral.

 

Approximately $182.2 million of financing was structured through the use of a syndicated term and a revolving credit facility (the “Term Facility”) that matures in August 2014. The per annum rate of interest for each borrowing under the Term Facility was equal to the Bloomberg United States Dollar Interest Rate Swap Ask Rate plus 1.75% at the time of each borrowing under the Term Facility through March 11, 2010. On March 11, 2010, the Term Facility was amended and the per annum rate of interest is the greater of the 5-Year interest rate swap rate plus 1.75% or 4.65% for periods from March 12, 2010 to June 7, 2012. For the period June 8, 2012 through maturity the interest rate is equal to one year LIBOR plus 1.75%. The interest rate at March 31, 2012 on the borrowings outstanding was 4.65%. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

In April 2011, one of KKR’s private equity investment vehicles entered into a revolving credit facility with a major financial institution (the “Revolver Facility”) with respect to a specific private equity investment. The Revolver Facility provides for up to $50.1 million of financing and matures on the first anniversary of the agreement. Upon the occurrence of certain events, including an event based on the value of the collateral and events of default, KKR may be required to provide additional collateral. KKR has the option to extend the agreement for an additional two years provided the value of the investment meets certain defined financial ratios. On April 5, 2012, an agreement was made to extend the maturity of the Revolver Facility to April 4, 2014.  In addition, KKR may request to increase the commitment to the Revolver Facility up to $75.1 million, subject to lender approval and provided the value of the investment meets certain defined financial ratios. The per annum rate of interest for each borrowing under the Revolver Facility is equal to the Hong Kong interbank market rate plus 3.75%. The interest rate at March 31, 2012 on the borrowings outstanding ranged from 4.09% to 4.15%. As of March 31, 2012, $40.8 million of borrowings were outstanding under the Revolver Facility. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

During May 2011, a KKR investment vehicle entered into a $200.0 million non-recourse multi-currency three-year revolving credit agreement that bears interest at LIBOR plus 2.75% (the “Mezzanine Investment Credit Agreement”). The Mezzanine Investment Credit Agreement is expected to be used to manage timing differences between capital calls from limited partners in the investment vehicle and funding of investment opportunities and to borrow in foreign currencies for purposes of hedging the foreign currency risk of non-U.S. dollar investments. During the three months ended March 31, 2012, $52.0 million was drawn down and $89.2 million was repaid.  As of March 31, 2012, $10.6 million of borrowings were outstanding under the Mezzanine Investment Credit Agreement. As of March 31, 2012, the interest rate on borrowings outstanding under the

 

33



Table of Contents

 

Mezzanine Investment Credit Agreement was 3.63%. This financing arrangement is non-recourse to KKR beyond the specific assets and capital commitments pledged as collateral.

 

In November 2011, a KKR investment vehicle entered into a $200.0 million five-year borrowing base revolving credit facility (the “Lending Partners Credit Agreement”). KKR has the option to extend the credit facility for up to two additional years. In addition, KKR may request to increase the commitment to the credit facility up to $400.0 million when the ratio of the loan commitments to committed equity capital is 1.50:1. On April 2, 2012, KKR increased the commitment to the credit facility to $400.0 million. The per annum rate of interest for each borrowing under the Lending Partners Credit Agreement ranges from LIBOR plus 1.75% for broadly syndicated loans and LIBOR plus 2.75% for all other loans until November 15, 2016 and thereafter, LIBOR plus 4.00% per annum for all loans. As of March 31, 2012, $13.1 million of borrowings were outstanding under the Lending Partners Credit Agreement. As of March 31, 2012, the interest rate on borrowings outstanding under the Lending Partners Credit Agreement was 3.05%.  This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

In December 2011, a KKR investment vehicle entered into a $66.5 million (€50.0 million) one-year borrowing base revolving credit facility that bears interest at LIBOR plus 1.75% (the “Investment Credit Agreement”). The Investment Credit Agreement is expected to be used to manage timing differences between capital calls and the funding of investment opportunities. As of March 31, 2012, $30.2 million of borrowings were outstanding under the Investment Credit Agreement. As of March 31, 2012, the interest rate on borrowings outstanding under the Investment Credit Agreement was 2.73%. This financing arrangement is non-recourse to KKR beyond the specific assets and capital commitments pledged as collateral.

 

In January 2012, a KKR investment vehicle entered into a $200.0 million three-year borrowing base revolving credit facility (the “KKR Debt Investors II Investment Credit Agreement”). As of March 31, 2012, $150.0 million of borrowings were outstanding under the KKR Debt Investors II Investment Credit Agreement. As of March 31, 2012, the interest rate on borrowings outstanding under the KKR Debt Investors II Investment Credit Agreement was 3.50%. This financing arrangement is non-recourse to KKR beyond the specific assets pledged as collateral.

 

Senior Notes

 

On September 29, 2010, KKR Group Finance Co. LLC (the “Issuer”), a subsidiary of KKR Management Holdings Corp., issued $500 million aggregate principal amount of 6.375% Senior Notes (the “Senior Notes”), which were issued at a price of 99.584%. The Senior Notes are unsecured and unsubordinated obligations of the Issuer and will mature on September 29, 2020, unless earlier redeemed or repurchased. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by KKR & Co. L.P. and the KKR Group Partnerships. The guarantees are unsecured and unsubordinated obligations of the guarantors.

 

The Senior Notes bear interest at a rate of 6.375% per annum, accruing from September 29, 2010. Interest is payable semi-annually in arrears on March 29 and September 29 of each year, commencing on March 29, 2011. Interest expense on the Senior Notes was $8.0 million for the three months ended March 31, 2012 and 2011. As of March 31, 2012, the fair value of the Senior Notes was $540.3 million.

 

The indenture, as supplemented by a first supplemental indenture, relating to the Senior Notes includes covenants, including limitations on the Issuer’s and the guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The indenture, as supplemented, also provides for events of default and further provides that the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Senior Notes may declare the Senior Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Senior Notes and any accrued and unpaid interest on the Senior Notes automatically becomes due and payable. All or a portion of the Senior Notes may be redeemed at the Issuer’s option in whole or in part, at any time, and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Senior Notes. If a change of control repurchase event occurs, the Senior Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.

 

34



Table of Contents

 

KKR Revolving Credit Agreements

 

Corporate Credit Agreement

 

On February 26, 2008, Kohlberg Kravis Roberts & Co. L.P. entered into a credit agreement with a major financial institution (the “Corporate Credit Agreement”). The Corporate Credit Agreement originally provided for revolving borrowings of up to $1.0 billion, with a $50.0 million sublimit for swing-line notes and a $25.0 million sublimit for letters of credit.

 

On February 22, 2011, the parties amended the terms of the Corporate Credit Agreement such that effective March 1, 2011, availability for borrowings under the credit facility was reduced from $1.0 billion to $700.0 million and the maturity was extended to March 1, 2016. In addition, the KKR Group Partnerships became co-borrowers of the facility, and KKR & Co. L.P. and the Issuer of the Senior Notes became guarantors of the amended and restated Corporate Credit Agreement, together with certain general partners of our private equity funds.

 

On June 3, 2011, the Corporate Credit Agreement was amended to admit a new lender, subject to the same terms and conditions, to provide a commitment of $50.0 million. This commitment has increased the availability for borrowings under the credit facility to $750.0 million. As of March 31, 2012, no borrowings were outstanding under the Corporate Credit Agreement.  For the three months ended March 31, 2012, no amounts were drawn under the credit facility.

 

KCM Credit Agreement

 

On February 27, 2008, KKR Capital Markets entered into a revolving credit agreement with a major financial institution (the “KCM Credit Agreement”) for use in KKR’s capital markets business. The KCM Credit Agreement, as amended, provides for revolving borrowings of up to $500 million with a $500 million sublimit for letters of credit.  On March 30, 2012, an agreement was made to extend the maturity of the KCM Credit Agreement from February 27, 2013 to March 30, 2017.  In addition to extending the terms, certain other terms of the KCM Credit Agreement were renegotiated including a reduction of the cost of funding on amounts drawn and a reduced commitment fee.  Borrowings under this facility may only be used for our capital markets business. As of March 31, 2012, no borrowings were outstanding under the KCM Credit Agreement. For the three months ended March 31, 2012, no amounts were drawn under the credit facility.

 

9. INCOME TAXES

 

The KKR Group Partnerships and certain of their subsidiaries are treated as partnerships for U.S. federal income tax purposes and as corporate entities in non-U.S. jurisdictions. Accordingly, these entities in some cases are subject to New York City unincorporated business tax or non-U.S. income taxes. In addition, certain of the wholly-owned subsidiaries of KKR are subject to federal, state and local income taxes.

 

KKR’s effective tax rate was 0.57% and 1.31% for the three months ended March 31, 2012 and 2011, respectively. KKR’s income tax provision was $17.1 million and $30.8 million for the three months ended March 31, 2012 and 2011, respectively.

 

The effective tax rate differs from the statutory rate for the three months ended March 31, 2012 and 2011 substantially due to the following: (a) a substantial amount of the reported net income (loss) before taxes is attributable to noncontrolling interests that hold ownership interests in consolidated entities and noncontrolling interests held by KKR Holdings, (b) certain corporate subsidiaries are subject to federal, state, local and foreign income taxes as applicable and other partnership subsidiaries are subject to New York City unincorporated business taxes, and (c) a portion of the compensation charges attributable to KKR is not deductible for tax purposes.

 

During the three month period ending March 31, 2012, there were no material changes to KKR’s uncertain tax positions. KKR believes that there will not be a significant increase or decrease to the uncertain tax positions within 12 months of the reporting date.

 

35



Table of Contents

 

10. EQUITY BASED COMPENSATION

 

The following table summarizes the expense associated with equity based payments for the three months ended March 31, 2012 and 2011, respectively.

 

 

 

Three Months Ended
March 31,

 

 

 

2012

 

2011

 

KKR Holdings Principal Awards

 

$

73,889

 

$

89,609

 

KKR Holdings Restricted Equity Units

 

4,129

 

7,856

 

Equity Incentive Plan Units

 

16,263

 

 

Discretionary Compensation

 

20,060

 

44,517

 

Total

 

$

114,341

 

$

141,982

 

 

KKR Holdings Equity Awards—Principal Awards

 

KKR principals and certain non-employee consultants and service providers received grants of KKR Holdings units which are exchangeable for KKR Group Partnership Units. These units are subject to minimum retained ownership requirements and in certain cases, transfer restrictions, and allow for their exchange into common units of KKR & Co. L.P. on a one-for-one basis. As of March 31, 2012, KKR Holdings owns approximately 66.1%, or 451,666,211 of the outstanding KKR Group Partnership Units.