Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 9, 2022


ArrowMark Financial Corp.

(Exact Name of Registrant as Specified in Charter)


Delaware   333-189307   90-0934878  
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)
100 Fillmore Street, Suite 325, Denver, Colorado 80206
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code (303) 398-2929


(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered  
Common   BANX   NASDAQ  


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 2.02          Results of Operations and Financial Condition.


On November 9, 2022, the registrant issued a press release announcing its financial results for the third quarter ended

September 30, 2022. 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 9, 2022  



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.




Date: November 9, 2022


By: /s/ Patrick J. Farrell

Name: Patrick J. Farrell

Title: Chief Financial Officer




Exhibit Index


Exhibit Number Description  
99.1 Press Release, Dated November 9, 2022  


Exhibit 99.1


ArrowMark Financial Corp. Reports Third Quarter 2022 Results


DENVER, November 9, 2022– ArrowMark Financial Corp. (Nasdaq: BANX) (“ArrowMark 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, 2022.


Third Quarter 2022 Investment Highlights:


·Invested approximately $17.9 million in four investments
·Realized proceeds of approximately $10.4 million from the sale of three investments
·Realized proceeds from partial paydowns of $4.5 million from seven investments

A complete listing of investments as of the end of the quarter can be found on the Company’s website at ir.arrowmarkfinancialcorp.com, under SEC filings.


The estimated annualized yield generated by the invested portfolio as of September 30, 2022 (excluding cash and cash equivalents) was approximately 11.85%, up 174 basis points from 10.11% in the prior quarter.


Third Quarter 2022 Financial Results


Net investment income was $3.3 million or $0.46 per share, comprised of $5.3 million in gross income and $2.0 million of expenses. The Company also reported a net realized and unrealized loss on investments of ($0.27) per share. Net Assets at quarter end were $147.3 million. The Company’s Net Asset Value was $20.74 per share, down ($0.20) from the prior quarter.


In the third quarter, the Company paid a regular cash distribution of $0.39 per share which was paid on September 29, 2022, to shareholders of record at the close of business on September 22, 2022.


The Company had $62.3 million outstanding on its $70.0 million credit facility at the quarter end, which represents approximately 29% of total assets. According to regulated investment company rules, the Company may borrow only up to 33.3% of its total assets.


Portfolio and Investment Summary


During the quarter, the Company invested a total of $17.9 million in four bank-related regulatory relief capital investments. The Company received total proceeds of approximately $14.9 million, including $10.4 million from the sale of three investments, and $4.5 million from partial paydowns from seven investments.


Quarterly Conference Call


ArrowMark Financial will host a webcast and conference call on November 9, 2022, at 5:00 pm Eastern time. The call will include a presentation hosted by Chairman & CEO, Sanjai Bhonsle, President, Dana Staggs, and Chief Financial Officer, Patrick J. Farrell. There will be no open Q&A session. All questions can be immediately addressed by calling ArrowMark Financial’s Investor Relations at 212-468-5441 or emailing investorrelations@arrowmarkfinancialcorp.com to schedule a meeting with the management.


The conference call can be accessed by dialing 1-844-826-3035 for domestic callers or 1-412-317-5195 for international callers. Participants may also access the call via live webcast by visiting ArrowMark Financial’s investor relations website at ir.arrowmarkfinancialcorp.com. To listen to a live broadcast, go to the website at least 15 minutes prior to the scheduled start time 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 23, 2022. The replay can be accessed by dialing 1-844-512-2921 for domestic callers or 1-412-317-


6671 for international callers. The passcode for the replay is 10171795. The archive of the webcast will be available on the Company’s website for a limited time.


About ArrowMark Financial Corp.


ArrowMark Financial is an SEC registered non-diversified, closed-end management investment company listed on the NASDAQ Global Select Market under the symbol “BANX.” Its investment objective is to provide stockholders with current income. ArrowMark Financial is managed by ArrowMark Asset Management, LLC. The Company’s website can be found at ir.arrowmarkfinancialcorp.com.


Disclaimer and Risk Factors:


There is no assurance that ArrowMark Financial will achieve its investment objective. ArrowMark 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 ArrowMark Financial may not be appropriate for all investors. Investors should review and consider carefully ArrowMark Financial’s investment objective, risks, charges and expenses. Past performance does not guarantee future results.


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 ir.arrowmarkfinancialcorp.com.


CONTACT: Investor Contact:


Julie Muraco





Statement of Assets and Liabilities (unaudited)


   September 30, 2022  June 30, 2022
Investments in securities, at fair value cost: $209,448,494 and $207,554,612 respectively)  $193,181,830   $197,055,807 
Interest and dividends receivable   12,225,520    2,894,419 
Foreign cash (cost: $21,298 and $23,338 respectively)   21,418    22,443 
Cash   5,297,472    127,284 
Unrealized appreciation on forward currency exchange contracts   35,701     
Prepaid assets   1,494,260    1,535,171 
Total assets   212,256,201    201,635,124 
Loan payable   62,300,000    51,500,000 
Investment advisory fee payable   930,951    877,992 
Loan interest payable   296,986    33,990 
Unrealized depreciation on forward currency exchange contracts   1,202,041    399,809 
Accrued expenses payable   199,614    162,644 
Total liabilities   64,929,592    52,974,435 
Net Assets  $147,326,609   $148,660,689 
Net Assets consist of:          
Common stock at par ($0.001 per share)  $7,103   $7,101 
Paid-in-Capital   156,724,166    156,696,147 
Total distributable earnings / (loss)   (9,404,660)   (8,042,559)
Net Assets  $147,326,609   $148,660,689 
Net Asset Value Per Share:          
Common Stock Shares Outstanding   7,102,626    7,101,054 
Net asset value per common share  $20.74   $20.94 
Market price per share  $17.26   $19.20 
Market price premium/(discount) to net asset value per share   -16.78%   -8.31%


Statement of Operations (unaudited)


   For The Three
Months Ended
September 30, 2022
   For The Three
Months Ended
June 30, 2022
Investment Income          
Interest  $5,130,810   $4,713,141 
Dividends   146,258    259,077 
Origination fee income   32,278    32,127 
Other income (service fees and due diligence fees)   38,768    32,238 
Total Investment Income   5,348,114    5,036,583 
Investment advisory fees   930,951    877,992 
Interest expense   652,189    486,112 
Directors’ fees   104,052    125,152 
Transfer agent, custodian fees and administrator fees   73,159    82,364 
Bank administration fees   76,504    51,772 
Professional fees   79,313    148,450 
Investor relations fees   31,205    29,080 
Insurance expense   18,148    17,951 
Valuation fees   15,152    69,988 
Miscellaneous fees (proxy, rating agency, etc.)   92,165    89,309 
Total expenses   2,072,838    1,978,170 
Net Investment Income   3,275,276    3,058,413 
Realized and Unrealized Gain / (Loss) on Investments and Foreign Currency Transactions          
Net realized gain / (loss) on investments   (110,240)   (808,687)
Net realized gain from forward foreign currency contracts   4,983,569    3,540,799 
Net realized gain / (loss) from foreign currency translations   (184,231)   (226,172)
Net change in net unrealized appreciation / (depreciation)  on investments   (5,767,859)   (6,714,234)
Net change in unrealized appreciation / (depreciation) on forward currency contracts   (766,531)   313,406 
Net change in unrealized appreciation / (depreciation)  on foreign currency translations   (22,674)   (9,092)
Net realized and unrealized gain/(loss) on investments, forward foreign currency contracts and foreign currency translations   (1,867,966)   (3,903,980)
Net Increase/(Decrease) in Net Assets Resulting From Operations  $1,407,310   $(845,567)


Financial Highlights (unaudited)


   For The Three
Months Ended
September 30,
Per Share Operating Performance     
Net Asset Value, beginning of period  $20.94 
Net investment income(1)   0.46 
Net realized and unrealized gain (loss) on investments   (0.27)
Total from investment operations   0.19 
Less distributions to shareholders     
From net investment income   (0.39)
Total distributions   (0.39)
Net asset value, end of period  $20.74 
Per share market value, end of period  $17.26 
Total Investment Return (2)     
Based on market value   -8.14%
Based on net asset value   1.21%
Ratios and Supplemental Data     
Net assets, end of period (in millions)  $147.3 
Ratios (as a percentage to average net assets):     
Expenses before waivers(3)(4)*   5.55%
Expenses after waivers(5)*   5.55%
Net investment income(6)*   8.77%
Portfolio turnover rate**   9%
Revolving Credit Agreement     
Total revolving credit agreement outstanding (000’s)  $62,300 
Asset coverage per $1,000 for revolving credit agreement(7)   3,365 
(1)Based on the average shares outstanding during quarter.
(2)Reflects reinvestment of distributions at the price obtained under the Dividend Reinvestment Plan. Total return does not include sales load and offering expenses and are not annualized.
(3)Excluding interest expense, the ratio would have been 3.80%.
(4)Ratio of expenses before waivers to average managed assets equals 4.05%.
(5)Ratio of expenses after waivers to average managed assets equals 4.05%.
(6)Ratio of net investment income to average managed assets equals 6.39%.
(7)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.