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
July 29, 2015 (July 29, 2015)
Date of Report (date of Earliest Event Reported)
NEWTEK BUSINESS SERVICES CORP.
(Exact Name of Company as Specified in its Charter)
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
(Companys 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 Newteks actual results to differ from managements current expectations are contained in Newteks 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 July 29, 2015, Newtek Business Services Corp. issued a press release entitled Newtek Business Services Corp. Reports Second Quarter 2015 Financial Results; Second Quarter Adjusted Net Investment Income of $0.49 Per Share (the Press Release). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this report 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 |
Description | |
99.1 | Press Release, dated July 29, 2015, entitled Newtek Business Services Corp. Reports Second Quarter 2015 Financial Results; Second Quarter Adjusted Net Investment Income of $0.49 Per Share. |
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: July 29, 2015 | /s/ Barry Sloane | |||||
Barry Sloane | ||||||
Chairman of the Board and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release, dated July 29, 2015, entitled Newtek Business Services Corp. Reports Second Quarter 2015 Financial Results; Second Quarter Adjusted Net Investment Income of $0.49 Per Share. |
Exhibit 99.1
Newtek Business Services Corp. Reports Second Quarter 2015 Financial Results
Second Quarter Adjusted Net Investment Income of $0.49 Per Share
New York, N.Y. July 29, 2015 - Newtek Business Services Corp. (The Company), (NASDAQ: NEWT), an internally managed business development company (BDC), announced today its financial results for the quarter ended June 30, 2015.
Second Quarter 2015 Financial Highlights
| Net asset value (NAV) equaled $169.6 million, or $16.62 per share, at June 30, 2015 compared with NAV of $166.4 million or $16.31 per share, at December 31, 2014. |
| Adjusted net investment income1 was $5.0 million, or $0.49 per share. |
| For the six months ended June 30, 2015 adjusted net investment income1 was $10.3 million or $1.01 per share. |
| Total investment income for the second quarter was $5.6 million. |
| Revising loan funding forecast to between $230 million and $270 million of SBA 7(a) loans in 2015, which represents an approximate 23.6% increase over 2014. |
| At June 30, 2015 the Companys: |
| Total investment portfolio was $226.0 million. |
| Debt-to-equity ratio was approximately 70.0%. |
| Newtek Small Business Finance, LLC, signed a lease for approximately 34,000 square feet of office space in Lake Success, New York, which will commence in early 2016. It is anticipated that consolidating portfolio companies into one space will facilitate cross selling. |
| In June 2015, Newtek Small Business Finance, LLC, restructured its $50.0 million revolving line of credit with Capital One, N.A. to remove the guarantees of the Companys portfolio companies and also extended the term by one year. |
Portfolio Company Highlights
| In June 2015, Newtek Merchant Solutions and Newtek Technology Solutions, two of The Companys wholly owned portfolio companies, closed a $38.0 million four-year multi-draw term loan with Goldman Sachs. |
| In July 2015, Newtek Business Services Corp. acquired Premier Payments LLC, one of the Countrys leading electronic payment processors with double-digit revenue and EBITDA year-over-year percentage growth, as a new wholly owned portfolio company, for approximately $16.5 million in cash and newly issued restricted shares of Newtek Common Stock. |
| For the second quarter of 2015, The Companys Electronic Payment Processing business had revenue of $25.5 million, an increase of 10% over $23.2 million in the second quarter of 2014, and had Adjusted EBITDA of $2.5 million, an increase of 10% over $2.3 million in the second quarter of 2014. |
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Dividend Distributions
| On July 15, 2015, the Company paid its second quarterly cash dividend of $0.47 per share. |
| The Company reaffirms the 2015 annual cash dividend forecast of approximately $1.822 per share. |
| Based on the final earnings and profits analysis through 2014, management has revised its forecast and anticipates paying a one-time special dividend of $3.292 per share by the end of 2015, of which between 24% and 27% is expected to be paid in cash, with the balance paid in newly issued shares of Newtek Common Stock. The special dividend will be reported to shareholders as a qualified dividend. |
1 | Adjusted net investment income (loss) = Net investment income (loss) + Net realized gains. |
2 | Amount and timing of dividends, if any, remain subject to the discretion of The Companys board of directors. Amounts based on The Companys current outstanding shares of approximately 10,348,000. |
Barry Sloane, Chairman, President and Chief Executive Officer commented, We are proud to announce our second full quarter results since converting to a BDC, having realized many accomplishments including strong and stable profitability, dividend performance and stock price appreciation, as a result of an attractively distinct and enhanced BDC business model and strategy which we intend on continuing to execute going forward. We have continued to pay our quarterly cash dividend out of cash earnings, and for the first and second quarters of 2015 have paid a total of $0.86 per share in cash dividends, which equates to approximately 85% of Newtek Business Services Corp.s adjusted net investment income of $1.01 per share for the six months ended June 30, 2015. Additionally, we anticipate declaring and paying the special dividend in the calendar year 2015, which will add to investors total return for 2015. It is anticipated that the special dividend will be reported as a qualified dividend for tax purposes, and we expect to pay between 24% to 27% of this special dividend in cash, with the remainder paid in newly issued shares of Newtek Common Stock. Furthermore, our stock price increased by 17% since our BDC formation on November 12, 2014 through December 31, 2014 and, including dividends and gains, our stock price has increased by approximately 38% year to date through July 24, 2015. With very modest leverage of total BDC debt-to-equity of 0.70x as of June 30, 2015, we were able to deliver significant cash returns to our investors through capital gains, interest income and dividends from our portfolio companies. Our business services portfolio companies, including Newtek Merchant Solutions, Managed Technology Solutions and Newtek Insurance Agency, our 50-state licensed insurance company delivered steady reoccurring cash flows that traditionally have less credit sensitivity than a traditional BDC lending business.
Mr. Sloane continued, The management and Board of Newtek Business Services Corp. endeavors to own, operate and manage a portfolio of investments that deliver a high return on investment and cash flows, with a minimal amount of leverage and maximum amount of diversification, which we believe minimizes risk typically found in other BDCs or investments of this type. For example, the average balance of our floating-rate loan portfolio is approximately $173,000, which is indicative of our focus on financial risk management and diversification. Our recent acquisition of Premier Payments LLC, at an estimated 6 times EBITDA valuation, after applying small amounts of leverage, gives us a return on equity in excess of 20%. While we realize that we have many challenges in our underlying businesses and uncertain markets, we feel confident in our capability to continue to grow and generate healthy returns for our investors as the Company rapidly approaches a $200 million market capitalization. We plan to continue to grow our loan origination business in SBA 7(a) and SBA 504 loans as well as our accounts receivable and inventory financing business by double-digit percentages and strive to acquire portfolio companies within our business services footprint that are as attractive in scope and return as the recently completed Premier Payments LLC acquisition.
Mr. Sloane concluded, Our recent restructure of the $50.0 million Capital One, N.A. revolving credit facility, the new $38.0 million multi-draw term loan with Goldman Sachs, and the anticipated $50.0 million warehouse line of credit for Newtek Business Credit, one of our wholly owned portfolio companies, demonstrates our ability to leverage our portfolio companies and attract capital with lower cost of funds, which we believe will assist in furthering our growth and bolstering returns for our shareholders. We welcome investors to review our earnings presentation which is currently posted on our website and to join our conference call tomorrow at 8:30 a.m. EDT. Details regarding accessing our conference call and presentation can be found in the paragraph below.
2
Investor Conference Call and Webcast
A conference call to discuss the second quarter 2015 results will be hosted by Barry Sloane, Chairman, President and Chief Executive Officer, and Jennifer Eddelson, Executive Vice President and Chief Accounting Officer, tomorrow, Thursday, July 30, 2015 at 8:30 a.m. EDT. The live conference call can be accessed by dialing (877) 303-6993 or (760) 666-3611.
A live audio webcast of the call with the corresponding presentation will be available in the Events & Presentations section of the Investor Relations portion of Newteks website at http://investor.newtekbusinessservices.com/events.cfm. A replay of the webcast with the corresponding presentation will be available on Newteks website shortly following the live presentation.
Use of Non-GAAP Financial Measures
In evaluating its business, Newtek considers and uses adjusted net investment income as a measure of its operating performance. Adjusted net investment income includes short-term capital gains from the sale of the guaranteed portions of SBA 7(a) loans, which is a reoccurring event. The Company defines Adjusted net investment income (loss) as Net investment income (loss) plus Net realized gains.
The Company defines Adjusted EBITDA as earnings before, interest expense, taxes, depreciation and amortization, corporate overhead allocation and stock compensation expense. Newtek uses Adjusted EBITDA as a supplemental measure to review and assess the operating performance of its portfolio companies. The Company also presents the Adjusted EBITDA of its portfolio companies because it believes it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance.
The terms Adjusted net investment income and Adjusted EBITDA, are not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and are not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. Adjusted net investment income and Adjusted EBITDA, have limitations as analytical tools and, when assessing the Companys operating performance, and that of its portfolio companies, investors should not consider Adjusted net investment income and Adjusted EBITDA in isolation, or as a substitute for net investment income (loss), or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, Adjusted net investment income and Adjusted EBITDA do not reflect the Companys, or its portfolio companies, actual cash expenditures. Other companies may calculate similar measures differently than Newtek, limiting their usefulness as comparative tools. The Company compensates for these limitations by relying primarily on its GAAP results supplemented by Adjusted net investment income and Adjusted EBITDA.
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.
Newteks 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.
3
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 believes, intends, expects, projects, 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 Newteks actual results to differ from managements current expectations, are contained in Newteks filings with the Securities and Exchange Commission and available through http://www.sec.gov/.
SOURCE: Newtek Business Services Corp.
Investor Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@thesba.com
Public Relations
Contact: Simrita Singh
Telephone: (212) 356-9566 / ssingh@thesba.com
4
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In Thousands, except for Per Share Data)
June 30, 2015 | December 31, 2014 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Investments, at fair value |
||||||||
SBA unguaranteed non-affiliate investments (cost of $147,654 and $131,093, respectively; includes $119,287 and $120,990, respectively, related to securitization trust VIE) |
$ | 136,924 | $ | 121,477 | ||||
Controlled investments (cost of $13,172 and $18,065, respectively) |
86,618 | 77,499 | ||||||
SBA guaranteed non-affiliate investments (cost of $2,253 and $28,057, respectively) |
2,521 | 31,486 | ||||||
Investments in money market funds (cost of $226 and $3,000, respectively) |
226 | 3,000 | ||||||
|
|
|
|
|||||
Total investments at fair value |
226,289 | 233,462 | ||||||
Cash and cash equivalents |
6,092 | 17,813 | ||||||
Restricted cash |
18,498 | 15,389 | ||||||
Broker receivable |
24,772 | | ||||||
Due from related parties |
3,992 | 3,190 | ||||||
Servicing assets, at fair value |
11,275 | 9,483 | ||||||
Credits in lieu of cash |
1,542 | 2,229 | ||||||
Other assets (includes $2,299 and $2,550, respectively, related to securitization trust VIE) |
14,869 | 20,266 | ||||||
|
|
|
|
|||||
Total assets |
$ | 307,329 | $ | 301,832 | ||||
|
|
|
|
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LIABILITIES AND NET ASSETS | ||||||||
Liabilities: |
||||||||
Notes payable |
$ | 26,322 | $ | 43,023 | ||||
Notes payable - Securitization trust VIE |
72,312 | 79,520 | ||||||
Dividends payable |
4,802 | | ||||||
Notes payable - related parties |
19,119 | | ||||||
Due to related parties |
3,204 | 2,867 | ||||||
Notes payable in credits in lieu of cash |
1,542 | 2,229 | ||||||
Accounts payable, accrued expenses and other liabilities |
10,404 | 7,775 | ||||||
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|
|
|
|||||
Total liabilities |
137,705 | 135,414 | ||||||
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|
|
|
|||||
Commitments and contingencies |
||||||||
Net Assets: |
||||||||
Preferred stock (par value $0.02 per share; authorized 1,000 shares, no shares issued and outstanding) |
| | ||||||
Common stock (par value $0.02 per share; authorized 54,000 shares, 10,206 issued and outstanding at June 30, 2015 and December 31, 2014, not including 17 shares held in escrow) |
205 | 205 | ||||||
Additional paid-in capital |
162,646 | 165,532 | ||||||
Distributions in excess of net investment income |
(7,294 | ) | (2,523 | ) | ||||
Net unrealized appreciation on investments |
7,220 | 2,609 | ||||||
Net realized gains on investments |
6,847 | 595 | ||||||
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|
|
|
|||||
Total net assets |
169,624 | 166,418 | ||||||
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|
|
|||||
Total liabilities and net assets |
$ | 307,329 | $ | 301,832 | ||||
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|
|||||
Net asset value per common share |
$ | 16.62 | $ | 16.31 | ||||
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5
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, except for Per Share Data)
As a Business Development Company |
Prior to becoming a Business Development Company |
As a Business Development Company |
Prior to becoming a Business Development Company |
|||||||||||||
Three Months Ended June 30, 2015 |
Three Months Ended June 30, 2014 |
Six Months Ended June 30, 2015 |
Six Months Ended June 30, 2014 |
|||||||||||||
Investment income: |
||||||||||||||||
From non-affiliate investments |
||||||||||||||||
Interest income |
$ | 2,231 | $ | | $ | 4,356 | $ | | ||||||||
Servicing income |
1,068 | | 2,111 | | ||||||||||||
Other income |
464 | | 859 | | ||||||||||||
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|
|||||||||
Total investment income from non-affiliate investments |
3,763 | | 7,326 | | ||||||||||||
From controlled investments |
||||||||||||||||
Interest income |
56 | | 144 | | ||||||||||||
Dividend income |
1,787 | | 2,874 | | ||||||||||||
Other income |
| | 12 | | ||||||||||||
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|
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Total investment income from controlled investments |
1,843 | | 3,030 | | ||||||||||||
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Total investment income |
5,606 | | 10,356 | | ||||||||||||
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Operating revenues: |
||||||||||||||||
Electronic payment processing |
| 23,163 | | 44,690 | ||||||||||||
Web hosting and design |
| 4,114 | | 8,101 | ||||||||||||
Premium income |
| 4,992 | | 10,129 | ||||||||||||
Interest income |
| 1,568 | | 3,129 | ||||||||||||
Servicing fee income NSBF portfolio |
| 915 | | 1,746 | ||||||||||||
Servicing fee income external portfolios |
| 1,743 | | 3,537 | ||||||||||||
Income from tax credits |
| 15 | | 28 | ||||||||||||
Insurance commissions |
| 416 | | 801 | ||||||||||||
Other income |
| 1,202 | | 2,054 | ||||||||||||
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Total operating revenues |
| 38,128 | | 74,215 | ||||||||||||
Net change in fair value of: |
||||||||||||||||
SBA loans |
| 118 | | (1,147 | ) | |||||||||||
Credits in lieu of cash and notes payable in credits in lieu of cash |
| (1 | ) | | | |||||||||||
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Total net change in fair value |
| 117 | | (1,147 | ) | |||||||||||
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Expenses: |
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Electronic payment processing costs |
| 19,575 | | 37,937 | ||||||||||||
Salaries and benefits |
3,133 | 6,823 | 6,156 | 13,301 | ||||||||||||
Interest |
1,728 | 3,589 | 3,084 | 5,225 | ||||||||||||
Depreciation and amortization |
85 | 896 | 170 | 1,751 | ||||||||||||
Provision for loan losses |
| 139 | | (66 | ) | |||||||||||
Other general and administrative costs |
2,955 | 4,934 | 5,717 | 10,415 | ||||||||||||
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6
As a Business Development Company |
Prior to becoming a Business Development Company |
As a Business Development Company |
Prior to becoming a Business Development Company |
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Three Months Ended June 30, 2015 |
Three Months Ended June 30, 2014 |
Six Months Ended June 30, 2015 |
Six Months Ended June 30, 2014 |
|||||||||||||
Total expenses |
7,901 | 35,956 | 15,127 | 68,563 | ||||||||||||
Net investment loss |
(2,295 | ) | | (4,771 | ) | | ||||||||||
Net realized and unrealized gain (loss): |
||||||||||||||||
Net realized gain on non-affiliate investments |
7,340 | | 15,039 | | ||||||||||||
Net unrealized depreciation on SBA guaranteed non-affiliate investments |
(1,464 | ) | | (3,162 | ) | | ||||||||||
Net unrealized depreciation on SBA unguaranteed non-affiliate investments |
(470 | ) | | (1,136 | ) | | ||||||||||
Net unrealized appreciation on controlled investments |
2,019 | | 9,519 | | ||||||||||||
Net unrealized depreciation on servicing assets |
(256 | ) | | (612 | ) | | ||||||||||
Net unrealized appreciation on credits in lieu of cash and notes payable in credits in lieu of cash |
2 | | 2 | | ||||||||||||
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Net realized and unrealized gains |
7,171 | | 19,650 | | ||||||||||||
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Income before income taxes |
| 2,289 | | 4,505 | ||||||||||||
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|
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Net increase in net assets |
$ | 4,876 | $ | | $ | 14,879 | $ | | ||||||||
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Provision for income taxes |
| 911 | | 1,760 | ||||||||||||
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|
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Net income |
| 1,378 | | 2,745 | ||||||||||||
Net loss attributable to non-controlling interests |
| 16 | | 40 | ||||||||||||
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Net income attributable to Newtek Business Services Corp. |
$ | | $ | 1,394 | $ | | $ | 2,785 | ||||||||
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Weighted average common shares outstanding: |
||||||||||||||||
Basic |
| 7,106 | | 7,096 | ||||||||||||
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Diluted |
| 7,695 | | 7,692 | ||||||||||||
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|||||||||
Basic income per share |
$ | | $ | 0.20 | $ | | $ | 0.39 | ||||||||
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Diluted income per share |
$ | | $ | 0.18 | $ | | $ | 0.36 | ||||||||
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Net increase in net assets per share |
$ | 0.48 | $ | | $ | 1.46 | $ | | ||||||||
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Net investment loss per share |
$ | (0.22 | ) | $ | | $ | (0.47 | ) | $ | | ||||||
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Dividends and distributions declared per common share |
$ | 0.47 | $ | | $ | 0.86 | $ | | ||||||||
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Weighted average shares outstanding |
10,206 | | 10,206 | | ||||||||||||
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7
NEWTEK BUSINESS SERVICES CORP. AND SUBSIDIARIES
ADJUSTED NET INVESTMENT INCOME RECONCILIATION
For the three months ended March 31, 2015 |
Per share |
For the three months ended June 30, 2015 |
Per share |
For the six months ended June 30, 2015 |
Per share |
|||||||||||||||||||
Net investment loss |
$ | (2,476 | ) | $ | (0.24 | ) | $ | (2,295 | ) | $ | (0.22 | ) | $ | (4,771 | ) | $ | (0.47 | ) | ||||||
Net realized gain on non-affiliate investments |
7,699 | 0.75 | 7,340 | 0.72 | 15,039 | 1.47 | ||||||||||||||||||
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Adjusted net investment income |
$ | 5,223 | $ | 0.51 | $ | 5,045 | $ | 0.49 | $ | 10,268 | $ | 1.01 | ||||||||||||
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ELECTRONIC PAYMENT PROCESSING
ADJUSTED EBITDA RECONCILIATION
(in millions) |
For the three months ended June 30, 2015 |
For the three months ended June 30, 2014 |
||||||
Pretax income |
$ | 2.17 | $ | 2.16 | ||||
Interest expense |
0.02 | | ||||||
Depreciation and amortization |
0.07 | 0.06 | ||||||
Stock compensation expense |
| 0.07 | ||||||
Corporate overhead allocation |
0.18 | | ||||||
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|||||
Adjusted EBITDA |
$ | 2.43 | $ | 2.29 | ||||
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8