UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 2015 (December 16, 2015)
Date of Report (date of Earliest Event Reported)
____________________________________________
NEWTEK BUSINESS SERVICES CORP.
(Exact Name of Company as Specified in its Charter)
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MARYLAND | 814-01035 | 46-3755188 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
212 West 35th Street, Second Floor, New York, NY 10001
(Address of principal executive offices and zip code)
(212) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the exhibits), including statements regarding Newtek Business Services Corp.’s (“Newtek” or the “Company”) beliefs, expectations, intentions or strategies for the future, may be forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions which could cause Newtek’s actual results to differ from management's current expectations are contained in Newtek’s filings with the Securities and Exchange Commission. Newtek undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
Item 2.02. Results of Operations and Financial Condition.
On December 16, 2015, the Company issued a press release entitled “Newtek Business Services Corp. Declares Fourth Quarter 2015 Dividend of $5.8 Million” (the “Press Release”) and scheduled a conference call for the same date to discuss the matters set forth in the Press Release. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In conjunction with the call, the Company distributed an investor presentation, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press Release, dated December 16, 2015, entitled “Newtek Business Services Corp. Declares Fourth Quarter 2015 Dividend of $5.8 Million.” | |
99.2 | Investor Presentation for Conference Call on December 16, 2015. | |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEWTEK BUSINESS SERVICES CORP. | ||
Date: December 16, 2015 | By: | /S/ BARRY SLOANE |
Barry Sloane | ||
Chairman of the Board and Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release, dated December 16, 2015, entitled “Newtek Business Services Corp. Declares Fourth Quarter 2015 Dividend of $5.8 Million.” | |
99.2 | Investor Presentation for Conference Call on December 16, 2015. | |
 | Exhibit 99.1 |
FROM: | |
Newtek Business Services Corp. | |
http://www.thesba.com | |
Investor Relations | |
Contact: Jayne Cavuoto | |
Telephone: (212) 273-8179 / jcavuoto@thesba.com | |
Public Relations | |
Contact: Simrita Singh | |
Telephone: (212) 356-9566 / ssingh@thesba.com | |
Newtek Business Services Corp. Declares Fourth Quarter 2015 Dividend of $5.8 Million
Company to Hold a Conference Call Today at 4:15 pm ET to Comment on Dividends Declared
NEW YORK, December 16, 2015 - Newtek Business Services Corp. (“Newtek” or the “Company”) (NASDAQ: NEWT), an internally managed business development company (“BDC”), today announced that its board of directors declared its fourth quarterly cash dividend(1) of $5.8 million, payable on January 19, 2016 to shareholders of record as of January 7, 2016. This dividend represents the Company’s fourth regular quarterly dividend declaration since the Company’s conversion to a BDC on November 12, 2014. The Company’s 2015 annual dividend will equal approximately $20.9 million, in line with prior guidance.
The Anticipated Impact of the Payment of the Special Dividend on the Fourth Quarter Dividend Per Share
As previously disclosed, on October 1, 2015, the Company’s board of directors declared a special dividend of approximately $34.0 million (or $2.69 per share based on 12.6 million shares of common stock currently outstanding), payable on December 31, 2015 to shareholders of record as of November 18, 2015. The special dividend will be paid in cash or shares of common stock at the election of each shareholder, with the cash distribution limited to 27% of the total dividend and the remainder paid in shares of common stock. For illustration purposes, assuming stockholders’ elections are tabulated at 27% payable in cash and 73% payable in shares, the Company anticipates that approximately 1.8 million shares of common stock will be issued to shareholders of record as of November 18, 2015, thereby increasing the total common stock outstanding to approximately 14.5 million shares on December 31, 2015. Based on a projected 14.5 million shares outstanding as of December 31, 2015, the Company estimates the fourth quarter dividend will be equivalent to approximately $0.40 per share, and the 2015 annual dividend will equal approximately $1.76 per share (not including the special dividend). The exact share count as of December 31, 2015 and per share amount of the fourth quarter dividend will be announced next week after the Company’s transfer agent has tabulated the shareholder election forms in connection with the special dividend. In the event shareholders elect to receive in excess of 73 percent of the special dividend in shares, the actual fourth quarter dividend per share and 2015 annual dividend per share could be materially different than our estimates.
Barry Sloane, Chairman, President and Chief Executive Officer commented, “In light of the Board declaring the fourth quarter dividend, we wanted to offer the investment community guidance on the estimated impact of the special dividend on the per share amounts of the fourth quarter and 2015 annual dividend. The issuance of the estimated 1.8 million shares to shareholders of record on November 18, 2015 in connection with the special dividend will reduce the fourth quarter and full year dividends on a per share basis. However, it is important to note, that shareholders of record on November 18, 2015 will receive additional shares of common stock on December 31, 2015, which, if held as of the January 7, 2016 record date, will receive the fourth quarter dividend. The final determination of the split between cash and stock of the special dividend depends on the election of our shareholders, which we look forward to reporting the exact figures next week after the election forms have been fully tabulated.”
The Company’s board of directors expects to maintain a dividend policy with the objective of distributing quarterly distributions in an amount that approximates at least 90% to 98% of the Company’s annual taxable income.
The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income for the full year and distributions paid for the full year. The full year 2015 dividend is expected to be paid from the Company’s adjusted net investment income.
The Company’s Chairman, President and Chief Executive Officer, Barry Sloane, will host a conference call today December 16, 2015 at 4:15 pm ET, to discuss today’s announcement. The live conference call can be accessed by dialing (877) 303-6993 or (760) 666-3611. A live webcast and corresponding presentation of the call will be available in the ‘Events & Presentations’ section of the Investor Relations portion of Newtek’s website at http://investor.newtekbusinessservices.com/events.cfm with a replay of the webcast available following the live presentation.
(1) | The dividend will be paid in cash or shares of the Company's Common Stock through participation in the Company's dividend reinvestment program (the “DRIP”), at the election of shareholders. The DRIP, which has been suspended in connection with the payment of the special dividend, will be reinstated for the fourth quarterly dividend. |
About Newtek Business Services Corp.
Newtek Business Services Corp., The Small Business Authority®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business services and financial products under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to over 100,000 SMB accounts across all 50 states to help them grow their sales, control their expenses and reduce their risk.
Newtek’s products and services include: Business Lending, Electronic Payment Processing, Managed Technology Solutions (Cloud Computing), eCommerce, Accounts Receivable Financing, The Secure Gateway, The Newtek Advantage™, Insurance Services, Web Services, Data Backup, Storage and Retrieval and Payroll.
The Small Business Authority® is a registered trade mark of Newtek Business Services Corp., and neither are a part of or endorsed by the U.S. Small Business Administration.
Note Regarding Forward Looking Statements
This press release contains certain forward-looking statements. Words such as “projected,” “believes,” “plans,” “intends,” “expects,” “projects,” “continuing”, “potentially”, “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business
prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through http://www.sec.gov/.
For more information, please visit the following websites:
www.thesba.com
Contacts:
Newtek Business Services Corp.
Barry Sloane
Chairman and CEO
212-356-9500
bsloane@thesba.com
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Strictly Confidential www.thesba.com Newtek Business Services Corp. NASDAQ: NEWT Hosted by: Barry Sloane, President & CEO Investor Relations Public Relations Newtek Investor Relations Newtek Public Relations Jayne Cavuoto Director of Investor Relations jcavuoto@thesba.com (212) 273-8179 Simrita Singh Director of Marketing ssingh@thesba.com (212) 356-9566 Discussion on Dividends Declared December 16, 2015 4:15 pm ET
www.thesba.com 1 Declared Fourth Quarter 2015 Dividend December 16, 2015: Newtek’s Board declared fourth quarter cash dividend of $5.8 million – Record Date: January 7, 2016 – Pay Date: January 19, 2016 Represents fourth regular quarterly dividend declaration since Company’s conversion to a BDC on November 12, 2014 Annual 2015 dividend will equal $20.9 million, in line with prior guidance Per share amounts for the fourth quarter dividend and 2015 annual dividend will be reported when the total outstanding shares are calculated as of December 31, 2015 after taking into account shares that will be issued in connection with the special dividend The Company’s Dividend Reinvestment Program, which was suspended for the special dividend, will be reinstated for the fourth quarterly dividend
www.thesba.com 2 Special Dividend Highlights October 1, 2015: Newtek’s Board of Directors declared a one-time special dividend of approximately $34.0 million, or $2.69 per share (based on 12.6 million shares of the Company’s Common Stock currently outstanding) – Record Date: November 18, 2015 – Payment Date: December 31, 2015 Represents the distribution of the Company’s approximate $34 million of earnings and profits accumulated through December 31, 2014, prior to the effective date of the Company’s election to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended Special dividend to be paid in cash or shares at the election of each shareholder, with cash distribution limited to 27% of total dividend and the remainder paid in stock – All election forms due to transfer agent by close of business on December 22, 2015 100% of the special dividend to be reported as a qualified dividend The exact distribution of cash and stock to any given shareholder will be dependent upon his/her election as well as the elections of other shareholders, subject to the pro rata limitation described above
www.thesba.com 3 Anticipated Special Dividend Payment Impact on Q4 Dividend Company anticipates 1.8 million shares of common stock will be issued to shareholders of record as of November 18, 2015 in connection with the special dividend – Share distribution based on volume weighted average price of $13.48 of Newtek common stock over the three-day period of December 11, 14 and 15, 2015 – 1.8 million shares assumes stockholders’ elections are for 27% payable in cash and 73% payable in shares – Total shares outstanding are projected to be approximately 14.5 million at December 31, 2015 which will determine the per share amounts of the fourth quarter and 2015 annual dividends Based on an estimated 14.5 million shares outstanding at December 31, 2015, the Company projects: – Fourth quarter dividend will be approximately $0.40 per share – 2015 annual dividend will be approximately $1.76 per share Important Note: Shareholders of record on November 18, 2015 will receive additional shares of common stock on December 31, 2015, which if held as of the January 7, 2015 record date, will receive the fourth quarter dividend Company will report exact outstanding share count as well as fourth quarter and 2015 annual dividend per share amounts next week after the election forms have been fully tabulated In the event shareholders elect to receive in excess of 73% of the special dividend in shares, the actual fourth quarter dividend per share and 2015 annual dividend per share could be materially different than Company estimates