8-K

New Mountain Finance Corp (NMFC)

8-K 2024-10-30 For: 2024-10-30
View Original
Added on April 07, 2026

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): October 30, 2024

New Mountain Finance Corporation

(Exact name of registrant as specified in its charter)

Delaware 814-00832 27-2978010
(State or other jurisdiction of<br><br>incorporation or organization) (Commission<br><br>File Number) (IRS Employer<br><br>Identification Number)

1633 Broadway, 48th Floor, New York, NY 10019

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code (212) 720-0300

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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 stock, par value $0.01 per share NMFC NASDAQ Global Select Market
8.250% Notes due 2028 NMFCZ NASDAQ Global Select Market

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

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. ☐

Item 2.02. Results of Operations and Financial Condition

On October 30, 2024, New Mountain Finance Corporation (“NMFC” or the “Company”) issued a press release announcing financial results for its quarter ended September 30, 2024. The press release is included as Exhibit 99.1 hereto and incorporated herein by reference.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, (the “Securities Act”) except as expressly set forth by specific reference in such filing.

Item 7.01.    Regulation FD Disclosure

On October 30, 2024, NMFC issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a regular fourth quarter 2024 distribution of $0.32 per share and a supplemental distribution related to third quarter earnings of $0.01 per share, each payable on December 31, 2024 to holders of record as of December 17, 2024. Additionally, on October 30, 2024, NMFC made available on its website, http://www.newmountainfinance.com, a supplemental investor presentation with respect to the earnings release.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit<br><br>Number Description
99.1 Press Release, dated October 30, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

NEW MOUNTAIN FINANCE CORPORATION
Date: October 30, 2024 By: /s/ Joseph W. Hartswell
Name: Joseph W. Hartswell
Title: Corporate Secretary and Chief Compliance Officer

Document

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New Mountain Finance Corporation Announces Financial Results for the Quarter Ended September 30, 2024

Reports Adjusted Net Investment Income1 of $0.34 per Share

Declares a Regular Fourth Quarter Distribution of $0.32 per Share and a Supplemental Distribution of $0.01 per Share

NEW YORK--(BUSINESS WIRE) — October 30, 2024 -- New Mountain Finance Corporation (NASDAQ: NMFC) (“New Mountain,” “New Mountain Finance” or the “Company”) today announced its financial results for the quarter ended September 30, 2024.

Third Quarter Highlights2

•Adjusted net investment income1 of $36.7 million, or $0.34 per weighted average share

•Net asset value of $12.62 per share compared to $12.74 per share as of June 30, 2024

•Continued strong credit performance with approximately 97.3% of the portfolio rated green on our internal risk rating system, up from 97.0% at June 30, 2024

•Generated $146.2 million of gross originations3, partially offset by $100.6 million of repayments3 and $1.5 million of asset sales

•Declared a regular fourth quarter 2024 distribution of $0.32 per share and a supplemental distribution related to third quarter earnings of $0.01 per share, each payable on December 31, 2024 to holders of record as of December 17, 2024

($ in millions, except per share data) Q3 2024 Q3 2023
Net Investment Income per Weighted Average Share $ 0.33 $ 0.40
Non-recurring Adjustments1 0.01
Net Adjusted Investment Income1 per Weighted Average Share $ 0.34 $ 0.40
Regular & Supplemental Dividends Paid per Share in Quarter $ 0.34 $ 0.36
Annualized Dividend Yield5 11.9 % 11.7 % September 30, 2024 June 30, 2024
--- --- --- --- ---
Investment Portfolio6 $ 3,278.8 $ 3,227.3
NAV per Share $ 12.62 $ 12.74
Statutory Debt/Equity4 1.26x 1.21x
Statutory Debt/Equity (Net of Available Cash)4 1.23x 1.14x

Management Comments on Third Quarter Performance

“Our third quarter results reflect another good quarter for NMFC.” said Steven B. Klinsky, NMFC Chairman. “New Mountain continues to benefit from our disciplined, defensive growth strategy that is focused on end markets that perform well in all economic cycles. Additionally, our commitment to the 1.25% base management fee, along with the extension of our dividend protection program, demonstrates our focus to providing value and stability for our shareholders."

John R. Kline, CEO, commented: “NMFC continues perform well with adjusted earnings per share of $0.34, in line with our implied guidance. The underlying portfolio remains strong with over 97% of the portfolio rated green on our risk rating scale. Additionally, we continue to make substantial improvements to our liabilities. During the quarter, we upsized and extended our NMFC Credit Facility at a lower cost, reduced the spread on our Holdings Credit Facility and completed an attractively priced unsecured note issuance."

Portfolio and Investment Activity6

As of September 30, 2024, the Company’s NAV2 was $1,361.3 million and its portfolio had a fair value of $3,278.8 million of investments in 128 portfolio companies, with a weighted average YTM at Cost7 of approximately 10.5%. For the three months ended September 30, 2024, the Company generated $146.2 million of originations3, $100.6 million of cash repayments3 and realized $1.5 million of asset sales.

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Portfolio and Asset Quality

NMFC’s mandate is to primarily target businesses in the middle market that, consistent with New Mountain’s private equity platform, are high quality, defensive growth companies in industries that are well-researched by New Mountain. The Company’s focus is on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.

Portfolio Industry Composition based on Fair Value9

Software Business Services
ERP 8.1 % Engineering & Consulting Services 5.4 %
IT Infrastructure & Security 7.1 % Real Estate Services 4.6 %
Human Capital Management 5.3 % Insurance & Benefits Services 3.6 %
Ecommerce & Logistics 4.0 % Misc Services 3.5 %
Governance, Risk & Compliance 3.1 % Digital Transformation 2.3 %
Finance & Accounting 3.0 % Utility Services 0.9 %
Integrated Payments 1.6 % Data & Information Services 0.2 %
Total Software 32.2 % Total Business Services 20.5 %
Healthcare Other Industries
Healthcare Services 9.8 % Consumer Services 6.9 %
Healthcare Software 6.0 % Education 6.5 %
Tech-Enabled Healthcare 1.0 % Financial Services 4.3 %
Pharma Services 0.7 % Distribution & Logistics 4.0 %
Healthcare Products 0.2 % Packaging 2.4 %
Other 5.5 %
Total Healthcare 17.7 % Total Other Industries 29.6 %

The Company monitors the performance and financial trends of its portfolio companies on at least a quarterly basis. The Company attempts to identify any developments within the portfolio company, the industry, or the macroeconomic environment that may alter any material element of the Company’s original investment strategy. As described more fully in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, the portfolio monitoring procedures are designed to provide a simple, yet comprehensive analysis of the Company’s portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating. The Risk Rating is expressed in categories of Green, Yellow, Orange and Red with Green reflecting an investment that is in-line with or above expectations and Red reflecting an investment performing materially below expectations.

The following table shows the Risk Rating of the Company’s portfolio companies as of September 30, 2024:

(in millions) As of September 30, 2024
Risk Rating Cost Percent Fair Value Percent Weighted Average Mark
Green8 $ 3,143.6 95.4 % $ 3,189.0 97.3 % 99.0 %
Yellow6 80.3 2.4 % 53.0 1.6 % 65.9 %
Orange 72.4 2.2 % 36.8 1.1 % 64.4 %
Red
Total $ 3,296.3 100.0 % $ 3,278.8 100.0 %

As of September 30, 2024, all investments in the Company’s portfolio had a Green Risk Rating, with the exception of four portfolio companies that had a Yellow Risk Rating and six portfolio companies that had an Orange Risk Rating. As of September 30, 2024, there were no portfolio companies that had a Red Risk Rating.

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The following table shows the Company’s investment portfolio composition as of September 30, 2024:

(in millions)
Investment Portfolio Composition September 30, 2024 Percent of Total
First Lien $ 2,072.5 63.2 %
Senior Loan Funds (SLP III & SLP IV) & NMNLC 397.3 12.1 %
Second Lien6 264.4 8.1 %
Subordinated 109.8 3.3 %
Preferred Equity 235.1 7.2 %
Common Equity and Other 199.8 6.1 %
Total $ 3,278.8 100.0 %

Liquidity and Capital Resources

As of September 30, 2024, the Company had cash and cash equivalents of $61.9 million and total statutory debt outstanding of $1,719.2 million4. The Company's statutory debt to equity was 1.26x as of September 30, 2024. Additionally, the Company had $300.0 million of SBA-guaranteed debentures outstanding as of September 30, 2024. As of September 30, 2024, the Company had $1,007.9 million of available capacity on its NMFC Credit Facility, Holdings Credit Facility, Unsecured Management Company Revolver and the NMNLC Credit Facility II.

Third Quarter 2024 Conference Call

New Mountain Finance Corporation will host an earnings conference call and webcast at 10:00 am Eastern Time on Thursday, October 31, 2024. To participate in the live earning conference call, please use the following dial-in numbers or visit the audio webcast link. To avoid any delays, please join at least fifteen minutes prior to the start of the call.

•United States: +1 (877) 443-9109

•International: +1 (412) 317-1082

•Live Audio Webcast

A replay of the conference call can be accessed one hour after the end of the conference call through January 31, 2025. The full webcast replay will be available through October 31, 2025. To access the earnings webcast replay please visit the New Mountain Investor Relations website.

•United States: +1 (877) 344-7529

•International: +1 (412) 317-0088

•Access Code: 7380144

For additional details related to the quarter ended September 30, 2024, please refer to the New Mountain Finance Corporation Quarterly Report on Form 10-Q filed with the SEC and the supplemental investor presentation which can be found on the Company's website at http://www.newmountainfinance.com.

(1)Adjusted net investment income for Q3 2024 includes $1.2 million of net accelerated deferred financing costs related to the termination of the DB Credit Facility and a corresponding incentive fee adjustment.

(2)Excludes non-controlling interest in New Mountain Net Lease Corporation (“NMNLC”).

(3)Originations exclude payment-in-kind (“PIK”); originations, repayments, and sales excludes revolvers, unfunded commitments, bridges, return of capital, and realized gains / losses.

(4)Excludes the Company’s United States Small Business Administration (“SBA”) guaranteed debentures.

(5)Dividend yield calculation uses the closing stock price of $11.44 on October 28, 2024 and $12.33 on October 30, 2023 and includes regular and supplemental dividends.

(6)Includes collateral for securities purchased under collateralized agreements to resell.

(7)References to “YTM at Cost” assume the accruing investments, including secured collateralized agreements, in the Company's portfolio as of a certain date, the ‘‘Portfolio Date’’, are purchased at cost on that date and held until their respective maturities with no prepayments or losses and are exited at par at maturity. This calculation excludes the impact of existing leverage. YTM at Cost uses the Sterling Overnight Interbank Average Rate ("SONIA”), Euro Interbank Offered Rate ("EURIBOR") and Secured Overnight Financing Rate (“SOFR”) curves at each quarter’s respective end date. The actual

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yield to maturity may be higher or lower due to the future selection of SONIA, EURIBOR and SOFR contracts by the individual companies in the Company’s portfolio or other factors.

(8)Includes investments held in NMNLC.

(9)Excludes NMFC Senior Loan Program III LLC ("SLP III"), NMFC Senior Loan Program IV LLC ("SLP IV") and NMNLC.

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New Mountain Finance Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)

(unaudited)

September 30, 2024 December 31, 2023
Assets
Investments at fair value
Non-controlled/non-affiliated investments (cost of $2,459,913 and $2,283,490, respectively) $ 2,446,773 $ 2,209,867
Non-controlled/affiliated investments (cost of $121,649 and $107,895, respectively) 113,017 133,659
Controlled investments (cost of $684,751 and $646,823, respectively) 705,481 667,796
Total investments at fair value (cost of $3,266,313 and $3,038,208, respectively) 3,265,271 3,011,322
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively) 13,500 16,500
Cash and cash equivalents 61,943 70,090
Interest and dividend receivable 45,905 44,107
Derivative asset at fair value 8,320
Receivable from affiliates 139 82
Deferred tax asset 594
Other assets 19,178 16,519
Total assets $ 3,414,256 $ 3,159,214
Liabilities
Borrowings
Unsecured Notes $ 993,577 $ 506,500
Holdings Credit Facility 407,563 515,063
SBA-guaranteed debentures 300,000 300,000
Convertible Notes 260,120 260,207
NMFC Credit Facility 55,031 36,813
NMNLC Credit Facility II 2,908 2,853
DB Credit Facility 186,400
Deferred financing costs (net of accumulated amortization of $61,723 and $54,263, respectively) (26,229) (22,387)
Net borrowings 1,992,970 1,785,449
Interest payable 18,485 20,440
Management fee payable 10,730 10,116
Payable to broker 10,370
Incentive fee payable 8,821 8,555
Deferred tax liability 1,100
Derivative liability at fair value 781
Other liabilities 3,420 2,931
Total liabilities 2,046,677 1,827,491
Commitments and contingencies
Net assets
Preferred stock, par value $0.01 per share, 2,000,000 shares authorized, none issued
Common stock, par value $0.01 per share, 200,000,000 shares authorized, and 107,851,415 and 102,558,859 shares issued and outstanding, respectively 1,079 1,026
Paid in capital in excess of par 1,398,395 1,331,269
Accumulated undistributed earnings (38,178) (12,344)
Total net assets of New Mountain Finance Corporation $ 1,361,296 $ 1,319,951
Non-controlling interest in New Mountain Net Lease Corporation 6,283 11,772
Total net assets $ 1,367,579 $ 1,331,723
Total liabilities and net assets $ 3,414,256 $ 3,159,214
Number of shares outstanding 107,851,415 102,558,859
Net asset value per share of New Mountain Finance Corporation $ 12.62 $ 12.87

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New Mountain Finance Corporation

Consolidated Statements of Operations

(in thousands, except shares and per share data)

(unaudited)

Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Investment income
From non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind ("PIK") interest income) $ 61,788 $ 63,892 $ 175,608 $ 189,299
PIK interest income 4,340 4,061 13,460 11,772
Dividend income 185 49 2,762 143
Non-cash dividend income 5,077 4,458 14,558 12,929
Other income 1,454 791 6,345 3,395
From non-controlled/affiliated investments:
Interest income (excluding PIK interest income) 349 884 1,093 1,576
PIK interest income 971 265 2,680 1,370
Non-cash dividend income 1,593 1,173 4,211 3,417
Other income 63 63 188 189
From controlled investments:
Interest income (excluding PIK interest income) 1,651 1,351 4,395 4,038
PIK interest income 3,739 3,591 11,595 11,665
Dividend income 11,789 11,041 36,812 34,179
Non-cash dividend income 1,649 1,357 4,715 3,879
Other income 679 1,373 2,049 3,943
Total investment income 95,327 94,349 280,471 281,794
Expenses
Interest and other financing expenses 37,661 31,425 101,790 93,921
Management fee 11,700 11,334 34,048 34,549
Incentive fee 8,821 10,169 27,760 29,748
Administrative expenses 1,059 995 3,135 2,996
Professional fees 1,019 850 3,213 2,818
Other general and administrative expenses 531 542 1,523 1,543
Total expenses 60,791 55,315 171,469 165,575
Less: management fee waived (970) (1,013) (2,732) (3,172)
Net expenses 59,821 54,302 168,737 162,403
Net investment income before income taxes 35,506 40,047 111,734 119,391
Income tax expense (benefit) 118 (627) 353 401
Net investment income 35,388 40,674 111,381 118,990
Net realized (losses) gains:
Non-controlled/non-affiliated investments (75) 113 (46,899) (8,509)
Controlled investments (456) 4,560 3,375 16,413
Foreign currency (1,455) (1,455) 13
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments 419 12,419 56,474 11,664
Non-controlled/affiliated investments (7,853) (14,815) (34,396) (14,830)
Controlled investments (4,260) (14,483) (243) (15,174)
Securities purchased under collateralized agreements to resell (3,000) (39)
New Mountain Net Lease Corporation 1,533 1,533
Foreign currency 1,690 (60) 1,796 (5)
(Provision) benefit for taxes (1,037) 291 (1,804) 66
Net realized and unrealized losses (11,494) (11,975) (24,619) (10,401)
Net increase in net assets resulting from operations 23,894 28,699 86,762 108,589

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Less: Net increase in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation (5) (3) (994) (490)
Net increase in net assets resulting from operations related to New Mountain Finance Corporation $ 23,889 $ 28,696 $ 85,768 $ 108,099
Basic earnings per share $ 0.22 $ 0.28 $ 0.81 $ 1.07
Weighted average shares of common stock outstanding - basic 107,851,415 100,954,898 106,140,789 100,943,049
Diluted earnings per share $ 0.22 $ 0.27 $ 0.78 $ 0.98
Weighted average shares of common stock outstanding - diluted 126,779,819 123,183,269 125,000,872 124,595,709
Distributions declared and paid per share $ 0.34 $ 0.36 $ 1.04 $ 1.03

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ABOUT NEW MOUNTAIN FINANCE CORPORATION

New Mountain Finance Corporation (NASDAQ: NMFC) is a leading business development company (BDC) focused on providing direct lending solutions to U.S. middle market companies backed by top private equity sponsors. Our portfolio consists primarily of senior secured loans, and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital, a global investment firm with over $55 billion of assets under management.

ABOUT NEW MOUNTAIN CAPITAL

New Mountain Capital ("NMC") is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, credit and net lease investment strategies with over $55 billion in assets under management. New Mountain seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit http://www.newmountaincapital.com.

FORWARD-LOOKING STATEMENTS

Statements included herein may contain “forward-looking statements”, which relate to our future operations, future performance or our financial condition. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including changes in base interest rates and significant volatility on our business, portfolio companies, our industry and the global economy. Actual results and outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those described from time to time in our filings with the Securities and Exchange Commission or factors that are beyond our control. New Mountain Finance Corporation undertakes no obligation to publicly update or revise any forward-looking statements made herein, except as may be required by law. All forward-looking statements speak only as of the time of this press release.

CONTACT

New Mountain Finance Corporation Investor Relations

Laura C. Holson, Authorized Representative

NMFCIR@newmountaincapital.com

(212) 220-3505

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