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Section 1: 8-K (NEW MOUNTAIN FINANCE CORPORATION 8-K)

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 7, 2019
 
New Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
814-00832
 
27-2978010
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
787 7th Avenue, 48th Floor, New York, NY 10019
(Address of principal executive offices)
 
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:
 
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:
 

Title of each class 
Trading
Symbol(s)

Name of each exchange on which registered 
Common stock, par value $0.01 per share 
NMFC 
New York Stock Exchange 
5.75% Notes due 2023
NMFX
New York Stock Exchange

 
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 7, 2019, New Mountain Finance Corporation (“NMFC”) issued a press release announcing financial results for its quarter ended June 30, 2019. The press release is included as Exhibit 99.1 and incorporated herein by reference. Additionally, on August 7, 2019, NMFC made available on its website, www.newmountainfinance.com, a supplemental investor presentation with respect to the earnings release.
 
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 9.01.
Financial Statements and Exhibits.

d) Exhibits.
     
Exhibit
Number
  
 
Description
   
  



 
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 7, 2019
 
By:
 
/s/ Karrie J. Jerry
 
 
 
 
Name:
 
Karrie J. Jerry
 
 
 
 
Title:
 
Corporate Secretary

 
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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

New Mountain Finance Corporation Announces Financial Results for the Quarter Ended June 30, 2019

Reports Net Investment Income of $0.35 per Weighted Average Share and Net Asset Value of $13.41 per Share

Declares Third Quarter 2019 Distribution of $0.34 per Share

NEW YORK--(BUSINESS WIRE)--August 7, 2019--New Mountain Finance Corporation (NYSE: NMFC) (the "Company", "we", "us" or "our") today announced its financial results for the quarter ended June 30, 2019 and reported second quarter net investment income of $0.35 per weighted average share. At June 30, 2019, net asset value (“NAV”) per share was $13.41, a decrease of $0.04 per share from March 31, 2019. The Company also announced that its board of directors declared a third quarter distribution of $0.34 per share, which will be payable on September 27, 2019 to holders of record as of September 13, 2019.

Selected Financial Highlights

(in thousands, except per share data)
June 30, 2019  
Investment Portfolio(1)

$

2,666,604

 
Total Assets

$

2,791,316

 
Total Statutory Debt(2)

$

1,438,987

 
NAV

$

1,080,917

 


   
NAV per Share

$

13.41

 
Statutory Debt/Equity(3)

1.22x

 
Investment Portfolio Composition
June 30, 2019
Percent of Total
First Lien

$

1,394,329


52.3

%

Second Lien(1)

746,448


28.0

%

Subordinated

69,519


2.6

%

Preferred Equity

130,109


4.9

%

Investment Fund

182,400


6.8

%

Common Equity and Other(4)

143,799


5.4

%

Total

$

2,666,604


100.0

%

_____________________________
(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 issued in June 2019.
(3) Statutory debt / equity ratio of 1.33x as of June 30, 2019; pro forma ratio of 1.22x to reflect $94.2 million of net proceeds received from primary offering completed on July 11, 2019.
(4) Includes investments held in New Mountain Net Lease Corporation (“NMNLC”).

We believe that the strength of the Company’s unique investment strategy – which focuses on middle market defensive growth companies that are well researched by New Mountain Capital, L.L.C. (“New Mountain”), a leading alternative investment firm, is underscored by continued stable credit performance. The Company has had only eight portfolio companies, representing approximately $125 million of the cost of all investments made since inception in October 2008, or approximately 1.8% of $6.9 billion, go on non-accrual.

Robert A. Hamwee, CEO, commented: "The second quarter represented another solid quarter of performance for NMFC. We originated $183 million of investments and once again had no new investments placed on non-accrual. Additionally, we anticipate an active third quarter of originations, allowing us to remain fully invested after our recent equity raise.”

“We are very pleased with the completion of another successful quarter,” added Steven B. Klinsky, NMFC Chairman. “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. We believe one of our keys to success is the strength of the team and we continue to build the team over time, now at over 150 employees.”


Portfolio and Investment Activity1

As of June 30, 2019, the Company’s NAV was approximately $1,080.9 million and its portfolio had a fair value of approximately $2,666.6 million in 102 portfolio companies, with a weighted average YTM at Cost2 of approximately 9.4%. For the three months ended June 30, 2019, the Company made approximately $183.3 million of originations and commitments3. The $183.3 million includes approximately $97.7 million of investments in seven new portfolio companies and approximately $85.6 million of follow-on investments in fifteen portfolio companies held as of March 31, 2019. For the three months ended June 30, 2019, the Company had cash repayments3 of approximately $68.4 million.

Consolidated Results of Operations

The Company’s total investment income for the three months ended June 30, 2019 and 2018 was approximately $66.5 million and $54.6 million, respectively.

The Company’s total net expenses, after income tax expense, for the three months ended June 30, 2019 and 2018 were approximately $38.6 million and $28.8 million, respectively. Total net expenses, after income tax expense, for the three months ended June 30, 2019 and 2018 consisted of approximately $20.8 million and $12.8 million, respectively, of costs associated with the Company’s borrowings and approximately $15.8 million and $14.2 million, respectively, in net management and incentive fees. Since the Company’s initial public offering (“IPO”), the base management fee calculation has deducted the borrowings under the New Mountain Finance SPV Funding, L.L.C. credit facility (the “SLF Credit Facility”). The SLF Credit Facility had historically consisted of primarily lower yielding assets at higher advance rates. As part of an amendment to the Company’s existing credit facilities with Wells Fargo Bank, National Association, the SLF Credit Facility merged with and into the New Mountain Finance Holdings, L.L.C. credit facility (the “Holdings Credit Facility”) on December 18, 2014. Post credit facility merger and to be consistent with the methodology since the IPO, New Mountain Finance Advisers BDC, L.L.C. (the “Investment Adviser”) will continue to waive management fees on the leverage associated with those assets held under revolving credit facilities that share the same underlying yield characteristics with investments that were leveraged under the legacy SLF Credit Facility, which as of June 30, 2019 and 2018 totaled approximately $658.5 million and $360.3 million, respectively. For the three months ended June 30, 2019 and 2018 management fees waived were approximately $2.9 million and $1.5 million, respectively. The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. The Company’s net direct and indirect professional, administrative, other general and administrative and income tax expenses for the three months ended June 30, 2019 and 2018 were approximately $2.0 million and $1.8 million, respectively.

For the three months ended June 30, 2019 and 2018, the Company recorded approximately $4.1 million and $2.6 million of net realized and unrealized losses.

Liquidity and Capital Resources

As of June 30, 2019, the Company had cash and cash equivalents of approximately $87.2 million and total statutory debt outstanding of approximately $1,439.0 million4, which consisted of approximately $549.1 million of the $720.0 million of total availability on the Holdings Credit Facility, $135.0 million of the $135.0 million of total availability on the Company’s senior secured revolving credit facility (the “NMFC Credit Facility”), $100.0 million of the $150.0 million of total availability on the Company’s secured revolving credit facility (the “DB Credit Facility”), $0 of the $30.0 million of total availability on the senior secured revolving credit facility (the “NMNLC Credit Facility”), $201.6 million5 of convertible notes outstanding and $453.3 million of unsecured notes outstanding. Additionally, the Company had $165.0 million of SBA-guaranteed debentures outstanding as of June 30, 2019.

Portfolio and Asset Quality

The Company puts its largest emphasis on risk control and credit performance. On a quarterly basis, or more frequently if deemed necessary, the Company formally rates each portfolio investment on a scale of one to four. Each investment is assigned an initial rating of a “2” under the assumption that the investment is performing materially in-line with expectations. Any investment performing materially below our expectations, where the risk of loss has materially increased since the original investment, would be downgraded from the “2” rating to a “3” or a “4” rating, based on the deterioration of the investment. An investment rating of a “4” could be moved to non-accrual status and the final development could be an actual realization of a loss through a restructuring or impaired sale.


As of June 30, 2019, all investments in our portfolio had an investment rating of “1” or “2” with the exception of one portfolio company that had an investment rating of “4”. The Company’s investment in this portfolio company had an aggregate cost basis of approximately $1.5 million and an aggregate fair value of approximately less than $0.1 million.

Recent Developments

The Company had approximately $241.4 million of originations and commitments3 since the end of the second quarter through August 2, 2019. This was offset by approximately $0.4 million of repayments3 during the same period.

On July 11, 2019, the Company completed a public offering of 6,900,000 shares of the Company’s common stock at a public offering price of $13.68 per share. The Company’s Investment Adviser paid a $0.39 per share portion of the $0.42 per share underwriters' sales load such that the Company received net proceeds of $13.65 per share in this offering. All payments made by the Company’s Investment Adviser are not subject to reimbursement by the Company. The Company received total net proceeds of approximately $94.2 million in connection with this offering.

Due to the untimely death of Kurt J. Wolfgruber on June 17, 2019, as of June 30, 2019, the Company’s board of directors does not consist of a majority of non-interested persons, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). However, in accordance with Section 56(b) of the 1940 Act, the requirement to have a majority of non-interested persons on the Company’s board of directors is suspended for 90 days. The Company is actively searching for a new non-interested person to add to the Company’s board of directors and expects to have a board of directors that consists of a majority of non-interested persons within the time period prescribed by the 1940 Act. Moreover, Rome G. Arnold replaced Mr. Wolfgruber as the chairman of the Company’s audit committee.

On August 1, 2019, the Company’s board of directors declared a third quarter 2019 distribution of $0.34 per share payable on September 27, 2019 to holders of record as of September 13, 2019.

_________________________________

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’’, 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 LIBOR curves at each quarter’s respective end date. The actual yield to maturity may be higher or lower due to the future selection of LIBOR contracts by the individual companies in the Company’s portfolio or other factors.

3


Excludes revolving credit facilities, netbacks, payment-in-kind (“PIK”) interest, bridge loans, return of capital and realized gains / losses.

4


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

5


Includes premium received on additional convertible notes issued in June 2019.

Conference Call

New Mountain Finance Corporation will host a conference call at 10 a.m. Eastern Time on Thursday, August 8, 2019, to discuss its second quarter 2019 financial results. All interested parties may participate in the conference call by dialing +1 (877) 443-9109 approximately 15 minutes prior to the call. International callers should dial +1 (412) 317-1082. 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)





 



June 30, 2019


December 31, 2018

Assets




Investments at fair value




Non-controlled/non-affiliated investments (cost of $2,139,158 and $1,868,785, respectively)

$

2,144,134

 


$

1,861,323

 

Non-controlled/affiliated investments (cost of $80,065 and $78,438, respectively)

 

76,592

 


 

77,493

 

Controlled investments (cost of $399,317 and $382,503, respectively)

 

422,370

 


 

403,137

 

Total investments at fair value (cost of $2,618,540 and $2,329,726, respectively)

 

2,643,096

 


 

2,341,953

 

Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)

 

23,508

 


 

23,508

 

Cash and cash equivalents

 

87,161

 


 

49,664

 

Interest and dividend receivable

 

33,385

 


 

30,081

 

Receivable from affiliates

 

297

 


 

288

 

Other assets

 

3,869

 


 

3,172

 

Total assets

$

2,791,316

 


$

2,448,666

 






 
Liabilities




Borrowings




Holdings Credit Facility

$

549,063

 


$

512,563

 

Unsecured Notes

 

453,250

 


 

336,750

 

Convertible Notes

 

201,674

 


 

270,301

 

SBA-guaranteed debentures

 

165,000

 


 

165,000

 

NMFC Credit Facility

 

135,000

 


 

60,000

 

DB Credit Facility

 

100,000

 


 

57,000

 

Deferred financing costs (net of accumulated amortization of $25,481 and $22,234, respectively)

 

(16,469

)


 

(17,515

)

Net borrowings

 

1,587,518

 


 

1,384,099

 

Payable for unsettled securities purchased

 

84,930

 


 

20,147

 

Interest payable

 

15,501

 


 

12,397

 

Management fee payable

 

8,817

 


 

8,392

 

Incentive fee payable

 

6,987

 


 

6,864

 

Deferred tax liability

 

1,166

 


 

1,006

 

Payable to affiliates

 

451

 


 

1,021

 

Other liabilities

 

5,029

 


 

8,471

 

Total liabilities

 

1,710,399

 


 

1,442,397

 

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 and 100,000,000 shares authorized, respectively, and 80,610,302 and 76,106,372 shares issued and outstanding, respectively

 

806

 


 

761

 

Paid in capital in excess of par

 

1,097,286

 


 

1,035,629

 

Accumulated overdistributed earnings

 

(17,175

)


 

(30,121

)

Total net assets

$

1,080,917

 


$

1,006,269

 

Total liabilities and net assets

$

2,791,316

 


$

2,448,666

 






 
Number of shares outstanding

 

80,610,302

 


 

76,106,372

 

Net asset value per share

$

13.41

 


$

13.22

 


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, 2019


June 30, 2018


June 30, 2019


June 30, 2018

Investment income










From non-controlled/non-affiliated investments:










Interest income

$

48,018


$

38,510


$

92,475


$

73,946

Dividend income






486

Non-cash dividend income

2,069



1,439



4,043



2,763

Other income

1,841



1,013



4,095



3,881

From non-controlled/affiliated investments:










Interest income

1,033



210



2,037



312

Dividend income

812



791



1,538



1,636

Non-cash dividend income

301



4,017



592



8,026

Other income

301



912



592



1,214

From controlled investments:










Interest income

2,584



1,370



5,047



2,571

Dividend income

7,265



4,591



15,722



8,830

Non-cash dividend income

2,128



1,508



4,173



2,962

Other income

113



237



342



860

Total investment income

66,465



54,598



130,656



107,487

Expenses










Incentive fee

6,987



6,430



13,850



12,864

Management fee

11,640



9,301



22,615



17,993

Interest and other financing expenses

20,719



12,824



39,865



24,114

Administrative expenses

1,049



822



2,144



1,761

Professional fees

886



708



1,652



1,402

Other general and administrative expenses

398



518



810



928

Total expenses

41,679



30,603



80,936



59,062

Less: management fees waived

(2,823)



(1,495)



(5,356)



(2,817)

Less: expenses waived and reimbursed

(335)



(276)



(335)



(276)

Net expenses

38,521



28,832



75,245



55,969

Net investment income before income taxes

27,944



25,766



55,411



51,518

Income tax (benefit) expense

(4)



45



13



61

Net investment income

27,948



25,721



55,398



51,457

Net realized (losses) gains:










Non-controlled/non-affiliated investments

47



(6,609)



90



(6,403)

Controlled investments

5





8



Net change in unrealized (depreciation) appreciation:










Non-controlled/non-affiliated investments

2,677



(14,500)



12,440



(18,021)

Non-controlled/affiliated investments

(1,637)



8,270



(2,528)



10,079

Controlled investments

(5,025)



11,317



2,417



10,861

Securities purchased under collateralized agreements to resell






(12)

Provision for taxes

(270)



(1,066)



(160)



(984)

Net realized and unrealized (losses) gains

(4,203)



(2,588)



12,267



(4,480)

Net increase in net assets resulting from operations

$

23,745


$

23,133


$

67,665


$

46,977

Basic earnings per share

$

0.29


$

0.30


$

0.85


$

0.62

Weighted average shares of common stock outstanding-basic

80,522,426



75,938,857



79,495,737



75,936,986

Diluted earnings per share

$

0.27


$

0.29


$

0.76


$

0.58

Weighted average shares of common stock outstanding-diluted

97,693,499



85,762,984



96,780,587



85,761,113

Distributions declared and paid per share

$

0.34


$

0.34


$

0.68


$

0.68


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 focused on long-term business-building and growth investments. The firm currently manages private equity, public equity, and credit funds with over $20 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. 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

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