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) May 4, 2017

 

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))

 

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  o

 

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 May 4, 2017 the registrant issued a press release announcing its financial results for the first quarter ended March 31, 2017. 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 May 4, 2017
 

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: May 4, 2017  
   
  By: /s/ Patrick J. Farrell
  Name: Patrick J. Farrell
  Title: Chief Financial Officer
 

Exhibit Index

 

Exhibit Number   Description
     
99.1   Press Release, Dated May 4, 2017
 

Section 2: EX-99.1 (EX-99.1)

 

Exhibit 99.1

 

 

StoneCastle Financial Corp. Reports First Quarter 2017 Results

 

NEW YORK, May 4, 2017 – 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 first fiscal quarter ended March 31, 2017.

 

First Quarter 2017 Investment Highlights:

 

  · Invested $3.8 million in one investment  
     
  · Received full call proceeds of $7.0 million from three investments
     
  · Received partial calls and pay downs of $5.5 million from seven investments
     
  · Received sales proceeds of $1.9 million from one investment

 

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

 

The estimated annualized yield generated by the invested portfolio as of March 31, 2017 (excluding cash and cash equivalents) was approximately 9.17%, up from 9.08% the prior quarter and up from 8.98%, year over year.

 

First Quarter 2017 Financial Results

 

Total earnings for the first quarter were $2,960,844 or $0.45 per share. Net investment income was $2,569,348 or $0.39 per share, comprised of $4,518,875 in gross income and $1,949,527 of expenses. Realized capital gains were $391,496 or $0.06 for the quarter.

 

Net Assets at quarter end were $139,347,934 and the Company’s Net Asset Value was $21.32 per share.

 

The Company declared a first quarter cash distribution of $0.37 per share. The distribution was paid on March 29, 2017 to shareholders of record at the close of business on March 22, 2017.

 

The Company had $52.75 million outstanding on its $70 million credit facility at the quarter end, which represents approximately 27.3% 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

 

As of the close of business on March 31, 2017, the Company had total assets of $193,388,769 consisting of total investments of $186,237,472, cash of $3,605,587 and other assets of $3,545,710.  Other assets include interest and dividends receivable of $2,822,970 and prepaid assets of $722,740.

 

During the quarter, the Company deployed $3,750,000 in one investment, Reliance Bancshares, 9% Fixed Rate Cumulative Perpetual Preferred Stock. The Company received three full calls of $7,046,065 and seven partial calls or pay downs of $5,406,218. The Company sold one investment, Pioneer Bancshares, Inc. Common Stock for $1,943,857. This sale resulted in a gain of $442,657.

 

Quarterly Conference Call

 

StoneCastle Financial will host a webcast and conference call on May 4, 2017 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 May 18, 2017. 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 13659842. 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)

 

  March 31, 2017   December 31, 2016 
Assets          
Investments in securities, at fair value (cost: $189,866,948 and $201,215,633 respectively)  $186,237,472   $197,481,652 
Cash(1)   3,605,587    3,765,463 
Interest and dividends receivable   2,822,970    3,890,480 
Prepaid assets   722,740    801,403 
Total assets   193,388,769    205,938,998 
           
Liabilities          
Loan payable   52,750,000    61,500,000 
Dividends payable       2,415,399 
Payable for securities purchased       2,252,539 
Investment advisory fee payable   949,243    790,907 
Loan interest payable   41,028    70,325 
Directors fee payable   12,630    13,326 
Accrued expenses payable   287,934    341,296 
Total liabilities   54,040,835    67,383,792 
Net Assets  $139,347,934   $138,555,206 
           
Net Assets consist of:          
Common stock at par ($0.001 per share)  $6,536   $6,528 
Paid-in-capital   144,732,513    144,588,229 
Accumulated net investment loss   (1,473,061)   (1,625,496)
Accumulated net realized loss on investments   (288,578)   (680,074)
Net unrealized depreciation on investments   (3,629,476)   (3,733,981)
Net Assets  $139,347,934   $138,555,206 
           
Net Asset Value Per Share:          
Common Stock Shares Outstanding   6,535,847    6,528,105 
Net asset value per common share  $21.32   $21.22 
Market price per share  $20.16   $18.69 
Market price discount to net asset value per share   -5.44%   -11.92%

 

(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 Three
Months Ended
March 31,
2017
   For The Three
Months Ended
December 31,
2016
 
Investment Income          
Interest  $3,254,934   $2,907,104 
Dividends   1,185,283    1,151,098 
Origination fee income   16,158    61,737 
Other Income   62,500    93,500 
Total Investment Income   4,518,875    4,213,439 
           
Expenses          
Investment advisory fees   949,243(1)    905,907 
Interest expense   549,620    483,078 
Transfer agent, custodian fees and administrator fees   73,794    79,889 
ABA marketing and licensing fees   60,810    61,568 
Bank fees   55,263    55,083 
Directors’ fees   50,055    42,020 
Professional fees   48,604    23,024 
Investor relations fees   30,295    28,240 
Insurance expense   22,695    22,641 
Delaware franchise tax   22,192    23,580 
Printing   21,613    2,082 
Valuation fees   18,254    20,854 
Due diligence expense       38,000 
Miscellaneous fees   47,089    23,586 
Total expenses before waiver   1,949,527    1,809,552 
Less: Advisory fee waiver       (115,000)
Net expenses after waiver   1,949,527    1,694,552 
Net Investment Income  $2,569,348   $2,518,887 
           
Realized and Unrealized Gain / (Loss) on Investments          
Net realized gain on investments  $391,496   $ 
Net change in unrealized depreciation on investments   104,505    (493,066)
Net realized and unrealized gain / (loss) on investments   496,001    (493,066)
Net Increase in Net Assets Resulting From Operations  $3,065,349   $2,025,821 

 

(1) Investment advisory fee includes $115,000 related to fee previously waived in Q4 2016.
 

STONECASTLE FINANCIAL CORP.

Financial Highlights (unaudited)

 

   For The Three Months
Ended March 31, 2017
 
Per Share Operating Performance      
Net Asset Value, beginning of period  $21.22 
Net investment income(1)   0.39 
Net realized and unrealized gain on investments(1)   0.08 
Total from investment operations   0.47 
      
Less distributions to shareholders     
From net investment income   (0.37)
Total distributions   (0.37)
      
Net asset value, end of period  $21.32 
Per share market value, end of period  $20.16 
      
Total Investment Return(2)    
Based on market value    9.96%
Based on net asset value   2.42%
      
Ratios and Supplemental Data     
Net assets, end of period (in millions)  $139.3 
      
Ratios (as a percentage to average net assets):   
Expenses before waivers(3)(4)*   5.69%
Expenses after waivers(5)*    5.69%
Net investment income(6)*   7.50%
Portfolio turnover rate**   2%
      
Revolving Credit Agreement     
Total revolving credit agreement outstanding (000’s)  $52,750 
Asset coverage per $1,000 for revolving credit agreement(7)   3,642 

 

     
(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 4.09%.
(4) Ratio of expenses before waivers to average managed assets equals 3.96%.
(5) Ratio of expenses after waivers to average managed assets equals 3.96%.
(6) Ratio of net investment income to average managed assets equals 5.22%.
(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.
* Annualized
** Not-annualized