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

 

Date of Report (Date of earliest event reported) November 10, 2016

 

StoneCastle Financial Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   333-189307   90-0934878
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
152 West 57th Street, 35th floor, New York, NY   10019
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (212) 354-6500

 

(Former name or former address, if changed since 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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 2.02             Results of Operations and Financial Condition.

 

On November 10, 2016 the registrant issued a press release announcing its financial results for the third quarter ended September 30, 2016. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit Number   Description
     
99.1   Press Release, dated November 10, 2016
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    STONECASTLE FINANCIAL CORP.
         
Date: November 10, 2016        
         
    By: /s/ Patrick J. Farrell  
    Name:  Patrick J. Farrell  
    Title: Chief Financial Officer  
 

Exhibit Index

 

Exhibit Number   Description
     
99.1   Press Release, Dated November 10, 2016
 

Exhibit 99.1

 

 

 

StoneCastle Financial Corp. Reports Third Quarter 2016 Results

 

NEW YORK, November 10, 2016 – StoneCastle Financial Corp. (Nasdaq: BANX) (“StoneCastle Financial” or the “Company”), an investment company registered with the Securities and Exchange Commission (“SEC”), today announced results for the third fiscal quarter ended September 30, 2016.

 

Third Quarter 2016 Investment Highlights:

 

·Invested $9.0 million in 1 investment

 

·Received call proceeds of $25.4 million from 4 investments

 

·Received sales proceeds of $511,695 from 1 investment

 

·Received pay downs of $39,693 from 6 investments

 

Investment Activity in the Third Quarter 2016 Included:

 

·$9.0 million in Reliance Bancshares Inc., Fixed Rate Cumulative Perpetual Preferred Stock, 9.00%

 

A complete listing of investments as of the end of the quarter can be found in the Schedule of Investments on the Company’s website at www.StoneCastle-Financial.com.

 

The estimated annualized yield generated by the invested portfolio as of September 30, 2016 (excluding cash and cash equivalents) was approximately 8.96% based on market value.

 

Third Quarter 2016 Financial Results

 

Total earnings for the third quarter were $2,690,428 or $0.42 per share. Net investment income was $2,514,029 or $0.39 per share, comprised of $4,245,474 in gross income and $1,731,445 of expenses. Realized capital gains were $176,399 or $0.03 per share.

 

Net Assets at quarter end were $138,870,865 and the Company’s Net Asset Value was $21.29 per share, up $0.08 from the previous quarter.

 

In the third quarter, the Company paid a cash distribution of $0.37 per share. The distribution was paid on September 30, 2016 to shareholders of record at the close of business on September 27, 2016.

 

The Company had drawn $35.25 million on its $70 million credit facility at quarter end, which represents 19.1% of total assets. According to regulated investment company rules, the Company may borrow only up to 33.3% of its total assets. The Company seeks a target leverage rate of 30%.

 

Portfolio and Investment Summary

 

As of the close of business on September 30, 2016, the Company had total assets of $184,335,749 consisting of total investments of $176,695,072, cash of $3,517,844 and other assets of $4,122,833.  Other assets include interest and dividends receivable of $3,460,123 and prepaid assets of $662,710.

 

During the quarter, the Company deployed $9.0 million in 1 investment. The Company received calls of $25.4 million from 4 investments and pay downs of $39,693 from 6 investments. The Company sold 1 investment for proceeds of $511,695.

 

Quarterly Conference Call

 

StoneCastle Financial will host a webcast and conference call on November 10, 2016 at 5:00 pm Eastern time.

 

The conference call can be accessed by dialing 1-877-407-9039 for domestic callers or 1-201-689-8470 for international callers. Participants may also access the call via live webcast by visiting StoneCastle Financial’s investor relations website at www.stonecastle-financial.com. To listen to a live broadcast, go to the website at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay will be available shortly after the call and be available through midnight (Eastern Time) on November 24, 2016. The replay can be accessed by dialing 1-877-870-5176 for domestic callers or 1-858-384-5517 for international callers. The passcode for the replay is 13645622. The archive of the webcast will be available on the Company’s website for a limited time.

 

About StoneCastle Financial Corp.

 

StoneCastle Financial is an SEC registered non-diversified, closed-end management investment company listed on the NASDAQ Global Select Market under the symbol “BANX.” StoneCastle Financial intends to make long-term, passive, non-control investments in community banks seeking capital for organic growth, acquisitions, share repurchases and other refinancing activities. Its investment objective is to provide current income and, to a lesser extent, capital appreciation. StoneCastle Financial is managed by StoneCastle Asset Management LLC.

 

Disclaimer and Risk Factors:

 

There is no assurance that StoneCastle Financial will achieve its investment objective. StoneCastle Financial is subject to numerous risks, including investment and market risks, management risk, income and interest rate risks, banking industry risks, preferred stock risk, convertible securities risk, debt securities risk, liquidity risk, valuation risk, leverage risk, non-diversification risk, credit and counterparty risks, market at a discount from net asset value risk and market disruption risk. Shares of closed-end investment companies may trade above (a premium) or below (a discount) their net asset value. Shares of StoneCastle Financial may not be appropriate for all investors. Investors should review and consider carefully StoneCastle Financial’s investment objective, risks, charges and expenses. Past performance does not guarantee future results. Learn more at www.stonecastle-financial.com.

 

The Annual Report, Semi-Annual Report and other regulatory filings of the Company with the SEC are accessible on the SEC’s website at www.sec.gov and on the Company’s website at www.stonecastle-financial.com, and may discuss these or other factors that affect the Company.

 

CONTACT: Investor Contact:

 

Julie Muraco

347-887-0324

 

STONECASTLE FINANCIAL CORP.

Statement of Assets and Liabilities (unaudited)

 

   September 30, 2016   June 30, 2016 
Assets          
Investments in securities, at fair value (cost: $179,935,988 and $195,854,563 respectively)  $176,695,072   $192,399,854 
Cash (1)   3,517,844    4,023,433 
Interest and dividends receivable   3,460,123    4,141,279 
Prepaid assets   662,710    739,977 
Total assets   184,335,749    201,304,543 
           
Liabilities          
Loan payable   35,250,000    60,750,000 
Payable for securities purchased   9,054,000    968,200 
Dividends payable   73,927     
Investment advisory fee payable   810,876    875,895 
Loan interest payable   3,810    36,705 
Directors fee payable   14,789    15,576 
Accrued expenses payable   257,482    277,638 
Total liabilities   45,464,884    62,924,014 
Net Assets  $138,870,865   $138,380,529 
           
Net Assets consist of:          
Common stock at par ($0.001 per share)  $6,524   $6,524 
Paid-in-capital   144,514,314    144,514,314 
Accumulated net investment loss   (1,728,983)   (1,829,127)
Accumulated net realized loss on investments   (680,074)   (856,473)
Net unrealized depreciation on investments   (3,240,916)   (3,454,709)
Net Assets  $138,870,865   $138,380,529 
           
Net Asset Value Per Share:          
Common Stock Shares Outstanding   6,524,012    6,524,012 
Net asset value per common share  $21.29   $21.21 
Market price per share  $18.67   $18.34 
Market price discount to net asset value per share   -12.31%   -13.53%

 

(1) Includes $3,500,000 of restricted cash held in a segregated account at Texas Capital Bank to cover collateral requirements.

 

STONECASTLE FINANCIAL CORP.

Statement of Operations (unaudited)

 

   For The Nine
Months Ended
September 30,
2016
   For the Three
Months Ended
September 30,
2016
 
Investment Income          
Interest  $7,992,265   $2,826,950 
Dividends   4,539,507    1,343,784 
Origination fee income   77,217    12,227 
Other Income   212,513    62,513 
Total Investment Income   12,821,502    4,245,474 
           
Expenses          
Investment advisory fees   2,510,346    810,876 
Interest expense   1,293,988    462,944 
Professional fees   234,589    89,234 
Transfer agent, custodian fees and administrator fees   209,454    71,727 
ABA marketing and licensing fees   188,432    61,567 
Bank fees   159,751    55,083 
Directors’ fees   126,038    40,962 
Investor relations fees   93,089    31,790 
Insurance expense   67,359    22,641 
Valuation fees   42,158    10,825 
Miscellaneous fees (proxy, printing, rating agency, etc.)   239,939    73,796 
Total expenses   5,165,143    1,731,445 
Net Investment Income  $7,656,359   $2,514,029 
           
Realized and Unrealized Gain / (Loss) on Investments          
Net realized gain on investments  $327,807   $176,399 
Net change in unrealized appreciation / (depreciation) on investments   (2,995,940)   213,794 
Net realized and unrealized gain / (loss) on investments   (2,668,133)   390,193 
Net Increase in Net Assets Resulting From Operations  $4,988,226   $2,904,222 
 

STONECASTLE FINANCIAL CORP.

Financial Highlights (unaudited)

 

   For The Three Months
Ended September 30,
2016
 
Per Share Operating Performance     
Net Asset Value, beginning of period  $21.21 
Net investment income(1)   0.39 
Net realized and unrealized gain on investments (1)   0.06 
Total from investment operations   0.45 
      
Less distributions to shareholders     
From net investment income   (0.37)
Total distributions   (0.37)
 
Net asset value, end of period  $21.29 
Per share market value, end of period  $18.67 
Total investment return based on market value (2)   3.88%
      
Ratios and Supplemental Data     
Net assets, end of period (in millions)  $138.9 
Ratios (as a percentage to average net assets):     
Expenses (3)(4)*   4.97%
Net investment income(5)*   7.21%
Portfolio turnover rate **   5%
      
Revolving Credit Agreement     
Total revolving credit agreement outstanding (000’s)  $35,250 
Asset coverage per $1,000 for revolving credit agreement(6)   4,940 

 

 

 

(1) Based on the average shares outstanding during quarter.
(2) Based on share market price and reinvestment of distributions at the price obtained under the Dividend Reinvestment Plan. Total return does not include sales load and offering expenses.
(3) Excluding interest expense, the ratio would have been 3.64%.
(4) Ratio of expenses to average managed assets equals 3.57%.
(5) Ratio of net investment income to average managed assets equals 5.19%.
(6) Calculated by subtracting the Company’s total liabilities (excluding the loan) from the Company’s total assets and dividing the amount by the loan outstanding in 000’s.
* Annualized
** Not-annualized