8-K

New Mountain Finance Corp (NMFC)

8-K 2022-08-08 For: 2022-08-08
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):  August 8, 2022

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> <br>incorporation or organization) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification Number)

1633 Broadway, 48th Floor, New York, New York 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))
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:

Trading
Title of each class Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share NMFC The 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 (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. ☐


Item 2.02. Results of Operations and Financial Condition

On August 8, 2022, New Mountain Finance Corporation (“NMFC”) issued a press release announcing financial results for its quarter-ended June 30, 2022. The press release is included as Exhibit 99.1 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, 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, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

On August 8, 2022, NMFC issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a third quarter 2022 distribution of $0.30 per share, payable on September 30, 2022 to

  holders of record as of September 16, 2022.  Additionally, on August 8, 2022, 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 Securities Exchange Act of 1934, as amended, 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, 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 August 8, 2022

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: August 8, 2022 By: /s/ Joseph W. Hartswell
Name: Joseph W. Hartswell
Title: Corporate Secretary
Exhibit 99.1
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New Mountain Finance Corporation Announces Financial Results for the Quarter Ended June 30, 2022, Reports Second Quarter Net Investment Income of $0.31 per Share, Declares Third Quarter 2022 Distribution of $0.30 per Share

NEW YORK--(BUSINESS WIRE)--August 8, 2022--New Mountain Finance Corporation (NASDAQ: NMFC) (the "Company", "we", "us" or "our") today announced its financial results for the quarter ended June 30, 2022 and reported second quarter net investment income of $0.31 per weighted average share. At June 30, 2022, net asset value (“NAV”) per share was $13.42, compared to $13.56 at March 31, 2022, representing a 1% decline quarter over quarter. The Company also announced that its board of directors declared a third quarter distribution of $0.30 per share, which will be payable on September 30, 2022 to holders of record as of September 16, 2022. For additional details related to the quarter ended June 30, 2022, please refer to the New Mountain Finance Corporation 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.

Selected Financial Highlights

(in thousands, except per share data) June 30, 2022
Investment Portfolio^(1)^ $ 3,319,592
Total Assets $ 3,404,781
Total Statutory Debt^(2)^ $ 1,716,424
NAV^(3)^ $ 1,351,610
NAV per Share $ 13.42
Net Investment Income per Weighted Average Shares $ 0.31
Distributions Paid per Share $ 0.30
Statutory Debt/Equity 1.27x
Statutory Debt/Equity (net of available cash) 1.25x
_____________________________
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^(1)^Includes collateral for securities purchased under collateralized agreements to resell.
^(2)^ Excludes the Company’s United States (“U.S.”) Small Business Administration (“SBA”)-guaranteed debentures. Includes premium received on additional convertible notes<br> issued in June 2019.
^(3)^ Excludes non-controlling interest in New Mountain Net Lease Corporation (“NMNLC”).

Management Comments on Second Quarter Performance

“We believe New Mountain’s strategy of focusing on 'defensive growth' industries and on companies that we know well continues to prove to be a successful strategy”, added Steven B. Klinsky, NMFC Chairman. “We believe one of our keys to success is the strength of the team, which we continue to build over time, now at over 215 employees and senior advisors.”

Robert A. Hamwee, CEO, commented: “Despite considerable economic volatility, NMFC’s portfolio continues to be well positioned as a result of our defensive growth investment strategy. We reported Q2 Net Investment Income of $0.31 per share, exceeding our prior guidance, and over 90% of the portfolio was rated green on our risk rating scale, which is a direct result of our continued effort to invest in high-quality companies.”

John R. Kline, President, commented: “We are pleased to announce a third quarter distribution of $0.30 per share based on our expectation that Q3 Net Investment Income will be at least $0.30 per share. Given our outlook for consistent operating performance, a rising interest rate environment and continued support, if needed, from our investment advisor, we remain confident that our Net Investment Income will continue to meet or exceed our quarterly dividend for the foreseeable future.”

Portfolio and Investment Activity^1^

As of June 30, 2022, the Company’s NAV was $1,351.6 million and its portfolio had a fair value of $3,319.6 million in 108 portfolio companies, with a weighted average YTM at Cost^2^ of approximately 10.3%. For the three months ended June 30, 2022, the Company generated $103.8 million of originations in four new portfolio companies and $116.6 million of originations, including commitments^3^ for follow-on investments in nineteen portfolio companies held as of March 31, 2022. For the three months ended June 30, 2022, the Company had $36.2 million of asset sales and cash repayments^3^ of $102.8 million.

Consolidated Results of Operations^4^

The Company’s total investment income for the three months ended June 30, 2022 and 2021 was $72.8 million and $66.2 million, respectively.

The Company’s total net expenses, after income tax expense, for the three months ended June 30, 2022 and 2021 were $41.4 million and $37.4 million, respectively. Total net expenses, after income tax expense, for the three months ended June 30, 2022 and 2021 consisted of $20.7 million and $17.9 million, respectively, of costs associated with the Company’s borrowings and $18.5 million and $17.2 million, respectively, in net management and incentive fees. On November 1, 2021, the Company entered into Amendment No. 1 to the Investment Management Agreement ("Amendment No. 1") which reduced the base management fee from 1.75% of the Company's gross assets to 1.4% of the Company's gross assets. Effective as of and for the quarter ended March 31, 2021 through the quarter ending December 31, 2023, the Investment Adviser entered into a fee waiver agreement (the "Fee Waiver Agreement") pursuant to which the Investment Adviser will waive base management fees in order to reach a target base management fee of 1.25% on gross assets (the “Reduced Base Management Fee”). The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. For the three months ended June 30, 2022 and 2021 management fees waived were $1.1 million and $3.8 million, respectively. The Company’s net direct and indirect professional, administrative, other general and administrative and income tax expenses for the three months ended June 30, 2022 and 2021 were $2.2 million and $2.3 million, respectively.

For the three months ended June 30, 2022 and 2021, the Company recorded $(15.4) million and $47.0 million, respectively, of net realized and unrealized losses and gains.

Liquidity and Capital Resources


As of June 30, 2022, the Company had cash and cash equivalents of $40.7 million and total statutory debt outstanding of $1,716.4 million^5^, which consisted of $615.4 million of the $730.0 million of total availability on the Company's secured revolving credit facility ("the Holdings Credit Facility”), $120.9 million of the $198.5 million of total availability on the Company’s senior secured revolving credit facility (the “NMFC Credit Facility”), $189.3 million of the $280.0 million of total availability on the Company’s secured revolving credit facility (the “DB Credit Facility”), $0 of the $50.0 million of total availability on the uncommitted revolving loan agreement (the “Unsecured Management Company Revolver”), $2.9 million of the $10.0 million of total availability on the senior secured revolving credit facility (the “NMNLC Credit Facility II”), $201.4 million^6^ of convertible notes outstanding and $586.5 million of unsecured notes outstanding. Additionally, the Company had $300.0 million of SBA-guaranteed debentures outstanding as of June 30, 2022.

Portfolio and Asset Quality^1^

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 Form 10-Q filed with the SEC, 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 Red, Orange, Yellow and Green with Red reflecting an investment performing materially below expectations and Green reflecting an investment that is in-line with or above expectations.

The following table shows the Risk Rating of the Company’s portfolio companies as of June 30, 2022:

(in millions)
Risk Rating Cost Percent Fair Value Percent
Red $ 83.9 2.5 % $ 30.6 0.9 %
Orange 57.5 1.7 % 40.6 1.2 %
Yellow 214.3 6.4 % 205.3 6.2 %
Green 2,971.8 89.4 % 3,043.1 91.7 %
Total $ 3,327.5 100.0 % $ 3,319.6 100.0 %

As of June 30, 2022, all investments in the Company’s portfolio had a Green Risk Rating with the exception of nine portfolio companies that had a Yellow Risk Rating, three portfolio companies that had an Orange Risk Rating and three portfolio companies that had a Red Risk Rating.

The following table shows the Company's investment portfolio composition as of June 30, 2022:

(in thousands, except per share data)
Investment Portfolio Composition June 30, 2022 Percent of Total
First Lien $ 1,857,335 56.0 %
Second Lien^(1)^ 602,795 18.2 %
Subordinated 55,968 1.7 %
Preferred Equity 177,078 5.3 %
Investment Fund 252,400 7.6 %
Common Equity and Other^(7)^ 374,016 11.2 %
Total $ 3,319,592 100.0 %

Recent Developments

On July 15, 2022, the Company caused notices to be issued to holders of the 2017A Unsecured Notes regarding the exercise of the Company’s option to repay all of the $55.0 million in aggregate principal amount of issued and outstanding 2017A Unsecured Notes, which was repaid on July 14, 2022.

On August 3, 2022, the Company’s board of directors declared a third quarter 2022 distribution of $0.30 per share payable on September 30, 2022 to holders of record as of September 16, 2022.


_________________________________
^1^ Includes collateral for securities purchased under collateralized agreements to resell.
^2^ References to “YTM at Cost” assume the accruing investments, including secured collateralized agreements, in our portfolio as of a certain date, the ‘‘Portfolio Date’’,<br> 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 London<br> Interbank Offered Rate (“LIBOR”), Sterling Overnight Interbank Average Rate ("SONIA”) and Secured Overnight Financing Rate (“SOFR”) curves at each quarter’s respective end date. The actual yield to maturity may be higher or lower<br> due to the future selection of LIBOR, SONIA and SOFR contracts by the individual companies in the Company’s portfolio or other factors.
^3^ Originations exclude payment-in-kind (“PIK”); originations, repayments, and sales excludes revolvers, unfunded commitments, bridges, return of capital, and realized gains<br> / losses.
^4^Excludes net income related to non-controlling interests in NMNLC. For the quarter ended June 30, 2022 and 2021, $0.3 million and $0.4 million, respectively, of dividend<br> income is excluded from investment income, $0.0 million and $0.0 million, respectively, of net direct and indirect professional, administrative, other general and administrative is excluded from net expenses, and $(1.1) million and<br> $2.9 million, respectively, of realized and unrealized losses and gains, is excluded from net realized and unrealized gains and losses.
^5^ Excludes the Company’s United States (“U.S.”) Small Business Administration (“SBA”)-guaranteed debentures.
^6^ Includes premium received on additional convertible notes issued in June 2019.
^7^ Includes investments held in NMNLC.

Conference Call

New Mountain Finance Corporation will host a conference call at 10 a.m. Eastern Time on Tuesday, August 9, 2022, to discuss its second quarter 2022 financial results. All interested parties may participate in the conference call by dialing +1 (844) 200-6205 approximately 15 minutes prior to the call. Canadian callers should dial +1 (833) 950-0062. International callers should dial +1 (929) 526-1599. The access code for this conference call is 898806. This conference call will also be broadcast live over the Internet and can be accessed by all interested parties through the Company's website, http://ir.newmountainfinance.com. To listen to the live call, please go to the Company's website at least 15 minutes prior to the start of the call to register and download any necessary audio software. Following the call, you may access a replay of the event via audio webcast on our website. We will be utilizing a presentation during the conference call and we have posted the presentation to the investor relations section of our website.


New Mountain Finance Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
(unaudited)
December 31, 2021
Assets
Investments at fair value
Non-controlled/non-affiliated investments (cost of 2,523,515 and 2,323,224 respectively) 2,456,609 $ 2,283,779
Non-controlled/affiliated investments (cost of 83,313 and 80,801, respectively) 151,045 134,775
Controlled investments (cost of 690,628 and 722,467, respectively) 692,537 755,810
Total investments at fair value (cost of 3,297,456 and 3,126,492, respectively) 3,300,191 3,174,364
Securities purchased under collateralized agreements to resell (cost of 30,000 and 30,000, respectively) 19,401 21,422
Cash and cash equivalents 40,712 58,077
Interest and dividend receivable 33,827 30,868
Other assets 10,650 11,081
Total assets 3,404,781 $ 3,295,812
Liabilities
Borrowings
Holdings Credit Facility 615,463 $ 545,263
Unsecured Notes 586,500 511,500
SBA-guaranteed debentures 300,000 300,000
Convertible Notes 201,366 201,417
DB Credit Facility 189,300 226,300
NMFC Credit Facility 120,895 127,192
NMNLC Credit Facility II 2,900 15,200
Deferred financing costs (net of accumulated amortization of 44,092 and 40,713, respectively) (16,910) (19,684)
Net borrowings 1,999,514 1,907,188
Management fee payable 10,628 10,164
Incentive fee payable 7,926 7,503
Interest payable 18,450 17,388
Payable for unsettled securities purchased 7,910
Payable to affiliates 796 556
Deferred tax liability 169 13
Other liabilities 2,097 2,478
Total liabilities 2,039,580 1,953,200
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 100,716,928 and 97,907,441 shares issued and outstanding, respectively 1,007 979
Paid in capital in excess of par 1,310,791 1,272,796
Accumulated undistributed earnings 39,812 47,470
Total net assets of New Mountain Finance Corporation 1,351,610 $ 1,321,245
Non-controlling interest in New Mountain Net Lease Corporation 13,591 21,367
Total net assets 1,365,201 $ 1,342,612
Total liabilities and net assets 3,404,781 $ 3,295,812
Number of shares outstanding 100,716,928 97,907,441
Net asset value per share of New Mountain Finance Corporation 13.42 $ 13.49

All values are in US Dollars.


New Mountain Finance Corporation
Consolidated Statements of Operations
(in thousands, except shares and per share data)
(unaudited)
Three Months Ended Six Months Ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Investment income
From non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind ("PIK") interest income) $ 41,089 $ 39,819 $ 78,533 79,379
PIK interest income 2,934 2,064 6,236 4,598
Dividend income 87 135
Non-cash dividend income 3,189 2,967 6,274 5,368
Other income 4,287 1,578 5,918 4,402
From non-controlled/affiliated investments:
Interest income (excluding PIK interest income) 263 563 518 1,026
PIK interest income 258 509
Non-cash dividend income 1,012 1,545 1,994 3,050
Other income 62 103 125 205
From controlled investments:
Interest income (excluding PIK interest income) 1,715 1,169 3,371 2,317
PIK interest income 4,085 3,466 9,055 6,770
Dividend income 10,671 11,117 22,316 21,592
Non-cash dividend income 1,063 1,334 2,075 2,615
Other income 2,395 836 5,014 2,947
Total investment income 73,110 66,561 142,073 134,269
Expenses
Incentive fee 7,926 7,298 15,403 14,546
Management fee 11,770 13,725 23,323 27,145
Interest and other financing expenses 20,672 17,871 39,309 37,256
Administrative expenses 932 1,029 2,141 2,158
Professional fees 817 764 1,754 1,490
Other general and administrative expenses 518 466 995 908
Total expenses 42,635 41,153 82,925 83,503
Less: management fee waived (1,142) (3,804) (2,234) (7,441)
Less: expenses waived and reimbursed (238)
Net expenses 41,493 37,349 80,453 76,062
Net investment income before income taxes 31,617 29,212 61,620 58,207
Income tax (benefit) expense (87) 22 8 23
Net investment income 31,704 29,190 61,612 58,184
Net realized gains (losses):
Non-controlled/non-affiliated investments (594) 157 (664) 338
Non-controlled/affiliated investments 1 (12,211)
Controlled investments 17,112 22 36,354 1,557
Foreign currency 40 385
Net change in unrealized (depreciation) appreciation:
Non-controlled/non-affiliated investments (20,507) (10,921) (25,031) (2,650)
Non-controlled/affiliated investments 2,999 35,972 13,758 65,014
Controlled investments (15,266) 24,757 (31,434) 20,916
Securities purchased under collateralized agreements to resell (2,021)
Foreign currency (193) (615)
(Provision) benefit for taxes (155) (157) (115)
Net realized and unrealized (losses) gains (16,564) 49,988 (9,425) 72,849
Net increase in net assets resulting from operations 15,140 79,178 52,187 131,033
Less: Net decrease (increase) in net assets resulting from operations related to non-controlling interests in New Mountain Net Lease Corporation 814 (3,366) (41) (3,731)
Net increase in net assets resulting from operations related to New Mountain Finance Corporation $ 15,954 $ 75,812 $ 52,146 $ 127,302
Basic earnings (loss) per share $ 0.16 $ 0.78 $ 0.52 1.31
Weighted average shares of common stock outstanding-basic 100,596,188 96,828,217 99,510,862 96,827,782
Diluted earnings per share $ 0.16 $ 0.71 $ 0.50 1.20
Weighted average shares of common stock outstanding-diluted 113,853,773 110,085,802 112,768,447 110,085,367
Distributions declared and paid per share $ 0.30 $ 0.30 $ 0.60 0.60

ABOUT NEW MOUNTAIN FINANCE CORPORATION

New Mountain Finance Corporation is a closed-end, non-diversified and externally managed investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, including first and second lien debt, notes, bonds and mezzanine securities. The Company’s first lien debt may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose the Company to the risks associated with second lien and subordinated loans to the extent it invests in the “last out” tranche. In some cases, the investments may also include small equity interests. The Company’s investment activities are managed by its Investment Adviser, New Mountain Finance Advisers BDC, L.L.C., which is an investment adviser registered under the Investment Advisers Act of 1940, as amended. More information about New Mountain Finance Corporation can be found on the Company’s website at http://www.newmountainfinance.com.

ABOUT NEW MOUNTAIN CAPITAL

New Mountain Capital 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 $37 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 the impact of COVID-19, the current conflict between Russia and Ukraine, and related 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.

Contacts

New Mountain Finance Corporation

            Investor Relations 

            Shiraz Y. Kajee, Authorized Representative 

            NMFCIR@newmountaincapital.com

            \(212\) 220-3505