0001496099FALSE00014960992024-07-312024-07-310001496099us-gaap:CommonStockMember2024-07-312024-07-310001496099nmfc:EightPointTwoFivePercentageNotesDueTwoThousandTwentyEightMember2024-07-312024-07-31

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): July 31, 2024
 

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)
 
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))
 
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareNMFCNASDAQ Global Select Market
8.250% Notes due 2028NMFCZNASDAQ 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 July 31, 2024, New Mountain Finance Corporation (“NMFC” or the “Company”) issued a press release announcing financial results for its quarter ended June 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, 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 July 31, 2024, NMFC issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a regular third quarter 2024 distribution of $0.32 per share and a supplemental distribution related to second quarter earnings of $0.02 per share, each payable on September 30, 2024 to holders of record as of September 16, 2024. Additionally, on July 31, 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 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
  
Press Release, dated July 31, 2024
104Cover 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: July 31, 2024
 By: /s/ Joseph W. Hartswell
  Name: Joseph W. Hartswell
  Title: Corporate Secretary and Chief Compliance Officer


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

Reports Net Investment Income of $0.36 per Share
Declares a Regular Third Quarter Distribution of $0.32 per Share and a Supplemental Distribution of $0.02 per Share

NEW YORK--(BUSINESS WIRE) — July 31, 2024 -- New Mountain Finance Corporation (NASDAQ: NMFC) (“New Mountain,” “New Mountain Finance” or the “Company”) today announced its financial results for the quarter ended June 30, 2024.
Second Quarter Highlights1
•Net investment income of $38.2 million, or $0.36 per weighted average share
•Net asset value of $12.74 per share compared to $12.77 per share as of March 31, 2024
•Plan to permanently reduce base management fee to 1.25%
•Amending and extending the dividend protection program
•Continued strong credit performance with approximately 97.0% of the portfolio rated green on our internal risk rating system, up from 96.5% at March 31, 2024
•Increased portfolio velocity with $437.3 million of gross originations2, $299.1 million of repayments2 and $5.5 million of asset sales
•Significant first lien loan originations contributed to asset mix improvement
•Successful repricing of the Wells Fargo Credit Facility, reducing the spread from S + 2.50% to S + 2.15%
•Declared a regular third quarter 2024 distribution of $0.32 per share and a supplemental distribution related to second quarter earnings of $0.02 per share, each payable on September 30, 2024 to holders of record as of September 16, 2024
($ in millions, except per share data)Q2 2024Q2 2023
Net Investment Income per Weighted Average Share$0.36 $0.39 
Dividends Paid per Share4
$0.34 $0.35 
Annualized Dividend Yield5
11.0 %11.0 %
June 30, 2024March 31, 2024
Investment Portfolio6
$3,227.3 $3,086.5 
NAV per Share$12.74 $12.77 
Statutory Debt/Equity3
1.21x1.08x
Statutory Debt/Equity (Net of Available Cash)3
1.14x1.03x
Management Comments on Second Quarter Performance
“Our second quarter results reflect another good quarter for NMFC.” said Steven B. Klinsky, NMFC Chairman. “NMFC’s consistent book value and dividend coverage reflect the benefit of our disciplined, defensive growth strategy focused on end markets that perform well across economic cycles."
John R. Kline, CEO, commented: “We delivered solid performance with stable sequential NII and strong originations totaling more than $437 million in the second quarter. NMFC remains well positioned to capitalize on high-quality investment opportunities in our core defensive growth power alleys. Further, we have maintained strong credit performance, improved our asset mix and reduced the interest rate on our core credit facility.”
Portfolio and Investment Activity6
As of June 30, 2024, the Company’s NAV1 was $1,374.1 million and its portfolio had a fair value of $3,227.3 million in 123 portfolio companies, with a weighted average YTM at Cost7 of approximately 11.1%. For the three months ended June 30, 2024, the Company generated $437.3 million of originations2, cash repayments2 of $299.1 million and had $5.5 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 Value10
SoftwareBusiness Services
ERP8.2 %Engineering & Consulting Services5.4 %
IT Infrastructure & Security6.9 %Real Estate Services4.5 %
Human Capital Management5.3 %Misc Services3.3 %
Ecommerce & Logistics4.0 %Insurance & Benefits Services3.0 %
Finance & Accounting3.2 %Utility Services2.3 %
Governance, Risk & Compliance3.0 %Digital Transformation1.6 %
Integrated Payments1.4 %Data & Information Services0.2 %
Total Software32.0 %Total Business Services20.3 %
HealthcareOther Industries
Healthcare Services9.6 %Education7.0 %
Healthcare Software6.0 %Consumer Services6.8 %
Tech-Enabled Healthcare1.0 %Distribution & Logistics4.3 %
Pharma Services0.9 %Financial Services4.1 %
Healthcare Products0.2 %Packaging2.4 %
Other5.6 %
Total Healthcare17.7 %Total Other Industries30.2 %
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 June 30, 2024:
(in millions)
As of June 30, 2024
Risk RatingCostPercentFair ValuePercentWeighted Average Mark
Green9
$3,078.3 95.1 %$3,130.3 97.0 %98.1 %
Yellow6
87.0 2.7 %58.2 1.8 %66.8 %
Orange59.4 1.8 %35.8 1.1 %74.3 %
Red12.9 0.4 %3.0 0.1 %36.2 %
 Total$3,237.6 100.0 %$3,227.3 100.0 %

As of June 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, five portfolio companies that had an Orange Risk Rating and one portfolio company that had a Red Risk Rating.

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The following table shows the Company’s investment portfolio composition as of June 30, 2024:
(in millions)
Investment Portfolio CompositionJune 30, 2024Percent of Total
First Lien$2,017.6 63 %
Senior Loan Funds & NMNLC11
376.0 12 %
Second Lien6
290.5 9 %
Subordinated106.8 3 %
Preferred Equity224.4 6 %
Common Equity and Other212.0 7 %
Total$3,227.3 100 %
Liquidity and Capital Resources
As of June 30, 2024, the Company had cash and cash equivalents of $119.6 million and total statutory debt outstanding of $1,659.5 million3. The Company's statutory debt to equity was 1.21x as of June 30, 2024. Additionally, the Company had $300.0 million of SBA-guaranteed debentures outstanding as of June 30, 2024. As of June 30, 2024, the Company had $498.1 million of available capacity on its Holdings Credit Facility, DB Credit Facility and NMFC Credit Facility.
For the three months ended June 30, 2024, the Company sold 1,562,122 shares of common stock under its equity distribution agreement. For the same period, the Company received total accumulated net proceeds of approximately $19.8 million, including $0.0 million of offering expenses, from these sales.
Second Quarter 2024 Conference Call
New Mountain Finance Corporation will host an earnings conference call and webcast at 10:00 am Eastern Time on Thursday, August 1, 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 November 1, 2024. The full webcast replay will be available through August 1, 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: 8717497
For additional details related to the quarter ended June 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)Excludes non-controlling interest in New Mountain Net Lease Corporation (“NMNLC”). For the quarter ended June 30, 2024 and 2023, $0.3 million and $0.2 million, respectively, is excluded from investment income, $0.1 million and $0.0 million, respectively, of net direct and indirect professional, administrative, other general and administrative is excluded from net expenses and $0.2 million and $0.2 million, respectively, is excluded from net investment income.
(2)Originations exclude payment-in-kind (“PIK”); originations, repayments, and sales excludes revolvers, unfunded commitments, bridges, return of capital, and realized gains / losses.
(3)Excludes the Company’s United States Small Business Administration (“SBA”) guaranteed debentures.
(4)Includes the regular quarter distribution and the supplemental distribution paid in the quarter.
(5)Dividend yield calculation uses the closing stock price of $12.42 on July 29, 2024 and $12.75 on July 31, 2023 and includes regular and supplemental dividends.
(6)Includes collateral for securities purchased under collateralized agreements to resell.
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(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 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 in joint ventures.
(9)Includes investments held in NMNLC.
(10)Excludes NMFC Senior Loan Program III LLC ("SLP III"), NMFC Senior Loan Program IV LLC ("SLP IV") and NMNLC.
(11)Senior Loan Funds includes SLP III and SLP IV.


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New Mountain Finance Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
(unaudited)
 June 30, 2024December 31, 2023
Assets  
Investments at fair value  
Non-controlled/non-affiliated investments (cost of $2,429,377 and $2,283,490, respectively)
$2,411,396 $2,209,867 
Non-controlled/affiliated investments (cost of $119,130 and $107,895, respectively)
118,351 133,659 
Controlled investments (cost of $659,042 and $646,823, respectively)
684,033 667,796 
Total investments at fair value (cost of $3,207,549 and $3,038,208, respectively)
3,213,780 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 equivalents119,607 70,090 
Interest and dividend receivable48,071 44,107 
Deferred tax asset— 594 
Receivable from affiliates154 82 
Other assets28,506 16,519 
Total assets$3,423,618 $3,159,214 
Liabilities  
Borrowings
     Unsecured Notes$685,974 $506,500 
     Holdings Credit Facility386,563 515,063 
     SBA-guaranteed debentures300,000 300,000 
     Convertible Notes260,150 260,207 
     DB Credit Facility182,000 186,400 
     NMFC Credit Facility141,840 36,813 
        NMNLC Credit Facility II2,948 2,853 
     Deferred financing costs (net of accumulated amortization of $58,243 and $54,263, respectively)
(22,516)(22,387)
Net borrowings1,936,959 1,785,449 
Payable for unsettled securities purchased51,199 — 
Interest payable22,937 20,440 
Management fee payable10,490 10,116 
Incentive fee payable9,550 8,555 
Payable to broker1,650 — 
Derivative liability at fair value1,552 — 
Deferred tax liability63 — 
Other liabilities2,701 2,931 
Total liabilities2,037,101 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 par1,398,438 1,331,269 
Accumulated undistributed earnings(25,399)(12,344)
Total net assets of New Mountain Finance Corporation$1,374,118 $1,319,951 
Non-controlling interest in New Mountain Net Lease Corporation12,399 11,772 
Total net assets$1,386,517 $1,331,723 
Total liabilities and net assets$3,423,618 $3,159,214 
Number of shares outstanding107,851,415 102,558,859 
Net asset value per share of New Mountain Finance Corporation$12.74 $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 EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Investment income
From non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind ("PIK") interest income)$57,583 $64,649 $113,820 $125,407 
PIK interest income4,437 3,767 9,120 7,711 
Dividend income2,284 47 2,577 94 
Non-cash dividend income4,797 4,305 9,481 8,471 
Other income3,291 686 4,891 2,604 
From non-controlled/affiliated investments:
Interest income (excluding PIK interest income)376 683 744 692 
PIK interest income873 414 1,709 1,105 
Non-cash dividend income1,374 1,139 2,618 2,244 
Other income62 63 125 126 
From controlled investments:
Interest income (excluding PIK interest income)1,383 1,243 2,744 2,687 
PIK interest income3,721 3,686 7,856 8,074 
Dividend income12,340 12,143 25,023 23,138 
Non-cash dividend income1,570 1,292 3,066 2,522 
Other income497 1,375 1,370 2,570 
Total investment income94,588 95,492 185,144 187,445 
Expenses
Interest and other financing expenses33,113 31,700 64,129 62,496 
Management fee11,351 11,577 22,348 23,215 
Incentive fee9,550 9,982 18,939 19,579 
Professional fees1,127 1,003 2,194 1,968 
Administrative expenses1,108 953 2,076 2,001 
Other general and administrative expenses527 513 992 1,001 
Total expenses56,776 55,728 110,678 110,260 
Less: management fee waived(861)(1,096)(1,762)(2,159)
Net expenses55,915 54,632 108,916 108,101 
Net investment income before income taxes38,673 40,860 76,228 79,344 
Income tax expense 234 932 235 1,028 
Net investment income38,439 39,928 75,993 78,316 
Net realized (losses) gains:
Non-controlled/non-affiliated investments(34,966)(7,314)(46,824)(8,622)
Controlled investments3,800 9,880 3,831 11,853 
Foreign currency— 1 — 13 
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments32,895 2,174 56,055 (755)
Non-controlled/affiliated investments(4,080)1 (26,543)(15)
Controlled investments1,697 (9,488)4,017 (691)
Securities purchased under collateralized agreements to resell(3,000)(39)(3,000)(39)
Foreign currency129 29 106 55 
Provision for taxes (130)(94)(767)(225)
Net realized and unrealized (losses) gains(3,655)(4,850)(13,125)1,574 
Net increase in net assets resulting from operations34,784 35,078 62,868 79,890 
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Less: Net increase in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation(313)(248)(989)(487)
Net increase in net assets resulting from operations related to New Mountain Finance Corporation$34,471 $34,830 $61,879 $79,403 
Basic earnings per share$0.32 $0.35 $0.59 $0.79 
Weighted average shares of common stock outstanding - basic106,891,784 100,937,026 105,276,077 100,937,026 
Diluted earnings per share$0.31 $0.32 $0.56 $0.71 
Weighted average shares of common stock outstanding - diluted125,759,769 127,016,910 124,101,624 125,313,634 
Distributions declared and paid per share$0.34 $0.35 $0.70 $0.67 

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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 approximately $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 approximately $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

8

v3.24.2
Cover
Jul. 31, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Jul. 31, 2024
Entity Registrant Name New Mountain Finance Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 814-00832
Entity Tax Identification Number 27-2978010
Entity Address, Address Line One 1633 Broadway, 48th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019
City Area Code 212
Local Phone Number 720-0300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001496099
Amendment Flag false
Common Stock  
Entity Listings [Line Items]  
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol NMFC
Security Exchange Name NASDAQ
8.250% Notes due 2028  
Entity Listings [Line Items]  
Title of 12(b) Security 8.250% Notes due 2028
Trading Symbol NMFCZ
Security Exchange Name NASDAQ
New Mountain Finance (NASDAQ:NMFC)
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