SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Date of Report (earliest event reported): March 2, 2005 NEWTEK BUSINESS SERVICES, INC. ------------------------------ (Exact name of issuer as specified in its charter) New York 001-16123 11-504638 ------------------------------- ---------------- ------------------- (State or other jurisdiction of (Commission file (I.R.S. Employer incorporation or organization) number) Identification No.) 100 Quentin Roosevelt Blvd., Garden City, NY 11530 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (516) 390-2260 -------------- Newtek Capital, Inc. -------------------- (Former Name) FORWARD-LOOKING STATEMENTS This current Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. The words "believe," "will be able," "anticipate," "estimate," "project," "should," "will," "expect," "continue," "intend" or similar words are intended to identify forward-looking statements. Such statements involve risks and uncertainties that exist in the operations and business environment of Newtek Business Services, Inc., that could render actual outcomes and results materially different than expected or predicted. Our forward-looking statements are based on assumptions about many factors, including, but not limited to: changes in interest rates or the general economy of the markets in which we operate; economic, technological or regulatory changes affecting the businesses conducted and to be conducted by us; our ability to employ and retain qualified employees; changes in government regulations that are applicable to our regulated small business lending; our ability to identify and complete acquisitions and successfully integrate the businesses we acquire; changes in the demand for our services; the degree and nature of competition; and general volatility of the capital markets and the market price of our common stock. While we believe that our assumptions are reasonable at the time forward-looking statements were made, we caution that it is impossible to predict the actual outcome of numerous factors and, therefore, readers should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update such statements in light of new information or otherwise. ITEM 12 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 2, 2005 Newtek Business Services, Inc. issued a press release concerning the results of its operations for the year ended December 31, 2004. For the year, it reported gross revenue of $70.1 million and net earnings of $0.35 per diluted share. Pursuant to the requirements of Item 12 of Form 8-K, Newtek has furnished this press release by attaching a copy as Exhibit 99.1, hereto. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEWTEK BUSINESS SERVICES, INC. Date: March 2, 2005 /s/ Barry Sloane ---------------------------- Barry Sloane Chairman of the Board, Chief Executive Officer and [NEWTEK BUSINESS SERVICES LOGO] FOR IMMEDIATE RELEASE NEWTEK BUSINESS SERVICES REPORTS RECORD REVENUE & NET INCOME FOR 2004 Beats Street EPS Consensus by $.03/Share NEW YORK, N.Y. - MARCH 2, 2005 - Newtek Business Services, Inc. (NASDAQ: NKBS) www.newtekbusinessservices.com), a provider of business services and financial products to the small to medium-sized business market, today announced earnings of $0.35 per diluted share for the year ended December 31, 2004, compared to $0.37 per diluted share in 2003. After tax net income increased from $9.6 million in 2003 to $10.6 million in 2004. Excluding extraordinary gains, the company earned $0.35 per diluted share for the year ended December 31, 2004, compared to $0.36 per diluted share in 2003. Revenue for the year increased 15.9% to $70.1 million from $60.5 million in the prior year. The decline in EPS was caused by the sale of 6.45 million shares through a registered stock offering. Barry Sloane, chairman and CEO, stated, "Revenues increased by 15.9% from 2003 to 2004 with revenues in our underlying business segments also growing strongly. Merchant services and small business lending revenues both grew by 204%, and 40%. Web hosting, small business finance and merchant services earned pre tax net income of $2.1 million, $2.6 million and $1.2 million respectively, up from a loss of $169,000 the year prior. Newtek's reported EPS of $.35 per share exceeding Wall Street consensus EPS estimate of $.32 per share by 9%. Putting aside the financial success, we are most satisfied with the progress of our underlying businesses. We are at the beginning of our business model and do not believe we are close to displaying our potential. This growth has created a smooth transition into our business model as a direct distributor of business services and financial products into the small to medium-sized business market. Using SBA estimates and demographics, we believe this market is 23 million clients and growing. We look forward to developing our brand beyond its existing 45,000 small to medium-sized business clients." The company will discuss its results in more detail, including guidance for 2005, during its shareholder conference call this afternoon at 4:10 EST, which is accessible by dialing 1-800-659-2037 and providing the pass code 61536308. Listeners are encouraged to ask any questions that they may have during the call. The conference call will also be broadcasted over the Internet through Newtek's website at www.newtekbusinessservices.com. To listen to the webcast live, please go to Newtek's website approximately 15 minutes prior to the call to download any audio software which may be necessary. For those who miss the live broadcast, a replay will be available on the website approximately one hour after the call. ABOUT NEWTEK BUSINESS SERVICES, INC. Newtek Business Services, Inc. is a premier provider of business services and financial products to the small to medium-sized business market. Newtek's core brands are: o NEWTEK SMALL BUSINESS FINANCE: U.S. government-guaranteed small business lending services; o NEWTEK MERCHANT SOLUTIONS: electronic merchant payment processing solutions; o NEWTEK INSURANCE AGENCY: customized insurance products provided through Keyosk; o NEWTEK IT SERVICES: complete information technology solutions; o CRYSTALTECH WEB HOSTING: comprehensive web site services; o NEWTEK FINANCIAL INFORMATION SYSTEMS: outsourced digital bookkeeping; and o NEWTEK TAX SERVICES: tax filing, preparation and advisory services. THE STATEMENTS IN THIS RELEASE MAY CONTAIN FORWARD LOOKING STATEMENTS RELATING TO SUCH MATTERS AS ANTICIPATED FUTURE BUSINESS STRATEGIES AND FINANCIAL PERFORMANCE, ANTICIPATED FUTURE NUMBER OF CUSTOMERS, BUSINESS PROSPECTS, LEGISLATIVE DEVELOPMENTS AND SIMILAR MATTERS. THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A SAFE HARBOR FOR FORWARD LOOKING STATEMENTS. IN ORDER TO COMPLY WITH THE TERMS OF THE SAFE HARBOR, NEWTEK BUSINESS SERVICES, INC. NOTES THAT A VARIETY OF FACTORS COULD CAUSE ITS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS EXPRESSED IN THE COMPANY'S FORWARD LOOKING STATEMENTS SUCH AS INTENSIFIED COMPETITION AND/OR OPERATING PROBLEMS AND THEIR IMPACT ON REVENUES AND PROFIT MARGINS OR ADDITIONAL FACTORS AS DESCRIBED IN NEWTEK BUSINESS SERVICES' 2003 ANNUAL REPORT ON FORM 10-K AND SUBSEQUENTLY FILED REGISTRATION STATEMENTS. CONTACTS: Newtek Business Services Barry Sloane Chairman of the Board & CEO 212-356-9500 bsloane@newtekbusinessservices.com Dave Gentry Aurelius Consulting Group, Inc. 407-644-4256 dave@aurcg.com 2 NEWTEK BUSINESS SERVICES, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2004 AND 2003 DECEMBER 31, DECEMBER 31, 2004 2003 ------------- ------------- ASSETS ------ Cash and cash equivalents $ 50,921,982 $ 33,444,611 Restricted cash 2,181,675 2,107,471 Credits in lieu of cash 88,883,335 71,294,083 SBA loans receivable, net of reserve for loan losses 34,186,047 52,050,725 Accounts receivable (net of allowances of $72,062 and $96,480, respectively) 1,561,252 469,768 Receivable from bank 1,799,537 2,670,353 SBA loans held for sale 2,262,035 3,619,582 Accrued interest receivable 375,411 281,072 Investments in qualified businesses - equity method investments 300,000 300,000 Investments in qualified businesses - held to maturity investments 2,909,097 1,420,179 Structured insurance product 3,216,112 3,054,705 Prepaid insurance 15,505,326 13,282,630 Prepaid expenses and other assets (net of accumulated amortization of deferred financing costs and other intangibles of $404,105 and $0, respectively) 4,708,865 1,907,132 Capitalized servicing assets (net of accumulated amortization of $486,799 and $24,545, respectively) 2,084,763 754,064 Furniture, fixtures and equipment (net of accumulated depreciation of $1,025,672 and $390,011, respectively) 1,958,927 670,715 Customer merchant accounts (net of accumulated amortization of $1,226,741 and $269,380, respectively) 3,850,776 3,024,298 Goodwill 11,692,776 1,832,621 ------------- ------------- Total assets $ 228,397,916 $ 192,184,009 ------------- ------------- LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Liabilities: Accounts payable and accrued expenses $ 9,788,804 $ 6,095,440 Notes payable - certified investors 3,823,434 3,829,973 Notes payable - insurance 7,877,195 4,115,136 Notes payable - other 520,000 1,000,000 Bank notes payable 27,987,696 51,990,047 Deferred revenue 1,160,286 -- Notes payable in credits in lieu of cash 76,360,830 65,697,050 Mandatorily redeemable preferred stock 1,500,000 -- Deferred tax liability 16,626,577 10,815,790 ------------- ------------- Total liabilities 145,644,822 143,543,436 ------------- ------------- Minority interest 5,720,950 8,393,151 ------------- ------------- Commitments and contingencies Shareholders' equity: Preferred stock (par value $0.02 per share; authorized 1,000,000 shares, no shares issued and outstanding -- -- Common stock (par value $0.02 per share; authorized 39,000,000 shares, issued and outstanding 33,873,333 and 26,209,211, not including 582,980 shares held in escrow) 677,467 524,184 Additional paid-in capital 52,858,400 26,588,400 Unearned compensation (2,297,459) (2,106,588) Retained earnings 25,793,736 15,241,426 ------------- ------------- Total shareholders' equity 77,032,144 40,247,422 ------------- ------------- Total liabilities and shareholders' equity $ 228,397,916 $ 192,184,009 ============= ============= 3 NEWTEK BUSINESS SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 2004 2003 2002 ------------ ------------ ------------ Revenue: Income from tax credits $ 33,564,626 $ 44,933,405 $ 30,603,046 Electronic payment processing 19,141,434 6,297,246 1,584,476 Servicing fee and premium income 5,981,576 2,701,842 -- Web hosting 4,428,141 -- -- Insurance commissions 559,450 -- -- Interest and dividend income 3,834,194 4,059,321 900,127 Other income 2,582,400 2,500,986 1,581,978 ------------ ------------ ------------ Total revenue 70,091,821 60,492,800 34,669,627 ------------ ------------ ------------ Expenses: Interest 14,039,315 13,878,956 11,485,367 Payroll and consulting fees 10,842,688 8,407,347 4,564,954 Electronic payment processing costs 12,036,282 3,684,962 632,024 Professional fees 5,988,223 5,327,789 3,145,246 Insurance 2,818,307 2,468,835 1,951,248 Other than temporary decline in value of investments -- 1,996,040 1,602,365 Equity in net losses of affiliates -- -- 729,109 Provision for loan losses 205,022 473,418 -- Goodwill impairment -- 1,435,232 -- Depreciation and amortization 2,459,381 504,175 147,681 Other 5,511,274 4,246,309 2,893,657 ------------ ------------ ------------ Total expenses 53,900,492 42,423,063 27,151,651 ------------ ------------ ------------ Income before minority interest, provision for income taxes and extraordinary items 16,191,329 18,069,737 7,517,976 Minority interest 890,352 (1,598,040) (335,324) ------------ ------------ ------------ Income before provision for income taxes and extraordinary items 17,081,681 16,471,697 7,182,652 Provision for income taxes (6,529,371) (7,089,639) (2,657,410) ------------ ------------ ------------ Income before extraordinary items 10,552,310 9,382,058 4,525,242 Extraordinary gain on acquisition of minority interests -- -- 907,766 Extraordinary gain on acquisition of a business -- 186,729 2,735,243 ------------ ------------ ------------ Net income $ 10,552,310 $ 9,568,787 $ 8,168,251 ------------ ------------ ------------ Weighted average common shares outstanding Basic 30,067,737 25,777,147 24,183,501 Diluted 30,378,697 26,177,274 24,293,540 Income per share after extraordinary gain Basic $ .35 $ .37 $ .34 Diluted $ .35 $ .37 $ .34 Income per share before extraordinary gain Basic $ .35 $ .36 $ .19 Diluted $ .35 $ .36 $ .19 4 NEWTEK BUSINESS SERVICES, INC., AND SUBSIDIARIES SEGMENT FOOTNOTE FOR THE YEAR FOR THE YEAR FOR THE YEAR ENDED ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, 2004 2003 2002 ------------- ------------- ------------- Revenue SBA Lending $ 10,337,820 $ 7,390,079 $ -- Electronic payment processing 19,141,434 6,297,246 1,584,476 Web hosting 4,428,141 -- -- Capco & other 36,184,426 46,805,475 33,115,151 ------------- ------------- ------------- Total $ 70,091,821 $ 60,492,800 $ 34,669,627 Income (loss) before provision for income taxes and extraordinary items SBA Lending $ 2,615,650 $ 751,287 $ -- Electronic payment processing 1,238,578 (920,469) (1,258,665) Web hosting 2,077,394 -- -- Capco & other 11,150,059 16,640,879 8,441,317 ------------- ------------- ------------- Total $ 17,081,681 $ 16,471,697 $ 7,182,652 Depreciation and Amortization SBA Lending $ 836,682 $ 50,740 $ -- Electronic payment processing 705,036 312,836 58,299 Web hosting 587,006 -- -- Capco & other 330,657 140,599 89,382 ------------- ------------- ------------- Total $ 2,459,381 $ 504,175 $ 147,681 INTERCOMPANY Revenue eliminated above SBA Lending $ -- $ -- $ -- Electronic payment processing 805,591 485,633 86,092 Web hosting -- -- -- Capco & other 2,223,626 1,551,503 1,157,655 ------------- ------------- ------------- Total $ 3,029,217 $ 2,037,136 $ 1,243,747 INTERCOMPANY Expenses eliminated above SBA Lending $ 889,674 $ 256,320 $ -- Electronic payment processing 1,349,069 950,874 495,159 Web hosting -- -- -- Capco & other 790,474 709,459 748,588 ------------- ------------- ------------- Total $ 3,029,217 $ 1,916,653 $ 1,243,747 AT DECEMBER 31, AT DECEMBER 31, AT DECEMBER 31, 2004 2003 2002 ------------- ------------- ------------- Identifiable Assets SBA Lending $ 48,839,937 $ 64,738,750 $ -- Electronic payment processing 3,507,162 7,308,940 5,119,864 Web hosting 12,367,893 -- -- Capco & other 163,682,924 120,136,319 163,934,874 ------------- ------------- ------------- TOTAL $ 228,397,916 $ 192,184,009 $ 169,054,738 ------------- ------------- ------------- 5