Good morning, and welcome to the New Mountain Finance Corporation's Third Quarter 2021 Earnings Call. All participants will be in a listen-only mode. After today’s presentation there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to hand over the conference to Rob Hamwee. Please go ahead..

Thank you, and good morning, everyone, and welcome to New Mountain Finance Corporation's third quarter earnings call for 2021. On the line with me here today are Steve Klinsky, Chairman of NMFC and CEO of New Mountain Capital; John Kline, President and COO of NMFC; and Shiraz Kajee, CFO of NMFC.

We hope that everyone is doing well and that you and your families remain in good health. Steve is going to make some introductory remarks, but before he does, I'd like to ask Shiraz to make some important statements regarding today's call..

Thanks, Rob. Good morning, everyone. Before we get into the presentation, I would like to advise everyone that today's call and webcast are being recorded. Please note that they are the property of New Mountain Finance Corporation and that any unauthorized broadcast in any form is strictly prohibited.

Information about the audio replay of this call is available in our November 3 earnings press release. I would also like to call your attention to the customary safe harbor disclosure in our press release and on Page 2 of the slide presentation regarding forward-looking statements.

Today's conference call and webcast may include forward-looking statements and projections, and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from those statements and projections.

We do not undertake to update our forward-looking statements or projections unless required to by law. To obtain copies of our latest SEC filings and to access the slide presentation that we'll be referencing throughout this call, please visit our website at www.newmountainfinance.com.

At this time, I'd like to turn the call over to Steve Klinsky, NMFC's Chairman, who will give some highlights beginning on Page 5 of the slide presentation.

Steve?.

Thanks, Shiraz. It's great to be able to address all of you today as both the Chairman of NMFC and as a major fellow shareholder. I will start by covering the highlights of the third quarter.

Net investment income for the quarter ended September 30 was $0.31 per share, fully covering our dividend of $0.30 per share that was paid in cash on September 30, and above our prior guidance.

The regular dividend for Q4 2021 was again set at $0.30 per share based on estimated net II of at least $0.30 per share which will be payable on December 30 to shareholders of record as of December 16.

Our September 30 net asset value was $13.26 per share, a slight decrease of $0.07 per share from the June 30 NAV of $13.33 per share, reflecting relatively stable marks across the quarter, few minor idiosyncratic credit movements. As we discussed on previous earnings calls, risk control has always been part of New Mountain's founding mission.

Our firm as a whole now manages over $35 billion in total assets with a team of over 190 people. And as you can see from Slide 36 in the back, has continued to grow material and number and strength over the last 12 months. Additionally, the firm has over 58,000 employees at our private equity portfolio companies in the field.

We have never had a bankruptcy or missed an interest payment in the history of our private equity work while generating over $52 billion of estimated total enterprise value for all stakeholders. We have applied that same team strength and focus on defensive growth industries, the NMFC and our credit efforts.

The great bulk of NMFC's loans are in areas that might best be described as repetitive tech-enabled business services such as enterprise software. Our companies often have large installed client bases of repeat users who depend on their service day in and day out.

These are the types of defensive growth industries that we think are right ones in all times and particularly attractive in difficult times.

We believe our portfolio continues to be well positioned due to this defensive growth investment strategy and is evidenced by an average net default loss 9 basis points a year since we began our credit operations in 2008.

We placed two new borrowers on partial nonaccrual for this quarter, totaling just $18 million of fair value on our $3 billion portfolio. Our portfolio company risk ratings have otherwise remained unchanged since our August 5, 2021 earnings call, which Rob will cover in more detail on the heat map.

Our stock price has also recovered nicely from a low of $5.02 per share in April 2020 to $14.06 per share as of last Friday's close. Turning to Page 6. We are pleased to announce today several positive structural changes expected to benefit NMFC's shareholders.

But we are permanently reducing our maximum potential management fee from 1.75% to 1.4% on assets. In addition, while we previously announced that our actual management fee will be 1.25% on assets through December 31, 2022. We are now extending that for an additional year through December 31, 2023.

We are also extending our dividend protection So through December 31, 2023, we pledged to reduce our incentive fee if and as needed, to fully support the $0.30 per share dividend. For example, in Q3, our pre-incentive fee net II was $0.39 per share, which provides approximately 1.3 times coverage against our $0.30 per share dividend.

Given our strong earnings profile, we do not currently anticipate needing to use this pledge but want shareholders to have greater confidence in the dividend.

Next, we are launching an at-the-market or ATM stock program, which will allow us to regularly issue a nominal amount of primary shares at market prices when we are trading at or above book value.

We are hopeful about the prospect of raising incremental capital in a low-cost just-in-time manner that reduces cash drag and may be accretive to the extent we can issue shares above book value.

This program allows us to opportunistically raise equity over time and may also increase the liquidity of our stock while being small enough in volume to avoid impacting the stock price in any material way. The ATM program should make us less reliant on large traditional follow-on offerings to raise equity.

And to that effect, we will not do a traditional follow-on offering for at least the next 90 days as we look to kick off this ATM program post earnings call.

Additionally, while we have had great success presuming book value for our first 10 years as a public company, we are focused on finding ways to ensure NMFC's book value has the opportunity to continue to be stable or appreciate in the decades to come.

Therefore, we are pleased to announce that NMFC will have the opportunity to further its access to other platforms within New Mountain by allowing co-investment from time to time in New Mountain Capital's private equity and strategic equity deal flow which Rob will address in more detail.

This further differentiates NMFC from its competitors as we will have access to defensive growth companies across private and public credit, net lease and now equity. Together, New Mount professionals have invested over $623 million personally into NMFC and New Mountain's credit activities. I and management remain as NMFC's largest shareholders.

We have continued to add to our personal positions in the last 12 months, and Rob, John and I have never sold a share. With that, let me turn the call back to Rob..

Thank you, Steve. As Steve mentioned, we are thrilled with the opportunity to co-invest in certain New Mountain private equity and strategic equity deals in a way that we hope protects and enhances NMFC's book value over time.

New Mountain Capital is a top quartile performing PE firm at our option and subject to the approval of NMFC's investment committee and Board of Directors we expect to invest $3 million to $5 million alongside New Mountain's private equity and strategic equity funds in certain deals.

We believe this provides NMFC shareholders unique access to top-tier private equity co-investment, and we hope that the potential gains associated with these investments can over time help offset any potential credit losses.

We completed our first investment in September, a $5 million investment in HomretBurg, a national independent wealth management firm. We expect that over time, this program will represent 2% to 4% of our total assets. We look forward to keeping shareholders updated on future co-investments with New Mountain's private equity and strategic equity funds.

As we have throughout the COVID crisis, we continue to have extensive conversations with both company management and sponsors and update each portfolio company scores on our heat map using the same criteria discussed in the past and as outlined on Page 9.

While our book value was down slightly, our portfolio has remained generally unchanged from a risk rating standpoint. The updated heat maps show the net positive migration this quarter as summarized on Pages 10 and 11, with $121 million of positive migration, offset by $61 million of negative migration.

Additionally, there was $227 million of net positive intra green migration. The one specialty chemicals business that migrated to orange last quarter has now migrated to red.

This business has faced some market and execution challenges, but we successfully restructured the business during the quarter such that we now control the equity and are in the process of enacting several initiatives that we expect to result in near-term improvement.

That said, given the restructuring, we did mark down the fair value of this asset and placed $11 million of it on nonaccrual.

The other negative mover going from green to yellow is a business services company focused on providing outsourced services to utility customers that has faced some COVID headwinds as well as the sunsetting of a few large contracts.

The sponsor remains optimistic about the business and have some initiatives underway to rightsize the cost structure while the top line should benefit as the impact of COVID hopefully continues to recede.

On the positive side, Benevis, the dental practice management business that we have discussed in prior quarters has continued to improve and is now in the green category as the underlying operating metrics continue to trend in the right direction.

Finally, the hospitality management business has migrated orange from red as travel has resumed in many of its key markets. Overall, we remain pleased with the asset quality and credit trends across the portfolio. The updated heat map is shown on Page 12.

As you can further see from the heat map, given our portfolio of strong bias towards defensive sectors like software, business and federal services and tech-enabled health care, we believe the vast majority of our assets are very well positioned to continue to perform no matter how the public health and economic landscape develops.

We continue to spend significant time and energy on our remaining red and orange names, which now only represent 6% of our portfolio at fair value. We placed a $7 million of one other long-standing red asset on nonaccrual this quarter.

This is the education products business that we've highlighted in the past, which faces some secular and COVID-induced headwinds as well as some operational challenges. We believe that as the impact of the pandemic hopefully continues to recede in the months ahead, the majority of our red and orange credits will benefit materially.

Page 13 is a view of our credit performance based on underlying portfolio company leverage relative to LTM EBITDA and shaded to the corresponding color of the heat map.

As you can see, the vast majority of our green-rated positions have shown results that are very consistent with our underwriting projections, exhibiting either very minor leverage increases or, in many cases, leverage decreases.

On the lower right side of the page, we show a group of 8 companies that have more than 2.5 turns of negative leverage drift, most of which correspond to our yellow orange and red rated names.

These companies represent a small portion of our portfolio that have underperformed partially due to adverse conditions caused by the well-documented volatility in certain parts of the economy.

From a liquidity perspective, we believe that all 8 companies have adequate resources to pursue their post-COVID business plans and have reasonable prospects for improved performance in 2022. Page 14 outlines the quarter-over-quarter change in net asset value. In Q3, NAV decreased by $0.07 to $13.26, which is in line with our pre-COVID NAV.

The net asset value movement was driven by the continued increase in the fair value of two net lease assets, which was offset by the specialty chemicals name that migrated from orange to red.

Looking forward, we anticipate further positive price movement in our green, yellow and orange rated loans, which if our risk assessment is correct, should continue to recover in coming quarters as the world normalizes. And if they recovered a par would increase book value and additional $0.31 per share to a book value of $13.57.

We believe the opportunity for value creation across our restructured and equity portfolio as evidenced by the recent partial monetization of momentum provides additional upside from here.

We have included an illustrative sensitivity analysis showing the impact of a 10% change in fair value of our risk rating restructured -- excuse me, of our red risk rating restructured and equity assets.

Each 10% change in fair value will result in change to NAV of $0.32 per share, and we continue to believe there is more upside than downside in this portfolio. Page 15 shows that we continue to manage our statutory leverage ratio at a very comfortable level.

Gross debt and net asset value both decreased slightly, resulting in a flat statutory leverage ratio of 1.19 times or 1.13 times net of available cash. Our intention remains to manage the business at a statutory leverage ratio net of cash of 1.0 times to 1.25 times.

With that, I will turn it over to John to discuss market conditions and other elements of the business..

Thanks, Rob. We are pleased to report that overall conditions in the direct lending market continue to be very healthy. Transaction volume has reached a record level, and we have seen rapidly increasing deal sizes. Direct lending transactions in excess of $1 billion are now commonplace.

Performance trends across a variety of industries remain quite strong, which has created a backdrop for very high sponsor purchase prices, resulting in very attractive loan-to-value ratios for lenders.

Companies within many of our core defensive growth sectors, such as software, health care technology, field services and technology-enabled business services have particularly strong tailwinds and continue to attract substantial investment from our sponsor clients.

Interest spread and loan structures across the direct lending market are consistent with what we observed last quarter, reflecting the ongoing competitive lending environment. Increasingly, there is a very tight pricing range for direct lending solutions as most deals that we evaluate have very similar spreads regardless of credit quality.

Given this dynamic, we believe there is little incentive to stretch on credit quality which plays very well into our strategy of financing best-in-class companies in defensive industries. Turning to Page 17. We show how potential changes in the base rate could impact NMFC's future earnings.

As you can see, the vast majority of our assets are floating rate loans while our liabilities are 56% fixed rate and 44% floating rate. NMFC's current balance sheet mix offers our shareholders consistent and stable earnings in all scenarios where LIBOR remains under 1%.

If base rates rise above 1%, as many expect, there is meaningful upside to NMFC's net investment income. We believe this positive interest rate optionality offers material value to our shareholders compared to that offered by fixed rate debt investments. Page 18 addresses NMFC's historical credit performance.

On the left side of the page, we show the current state of the portfolio where we have $3 billion of investments at fair value with $42 million or about 1% of our portfolio currently on nonaccrual.

On the right side of the page, we present NMFC's cumulative credit performance since our inception in 2008, which shows that across $8.8 billion of total investments, we have $651 million that have been placed on our watch list with $276 million of that amount migrating to nonaccrual.

Of the nonaccruals, only $79 million have become realized losses over the course of our 12-plus-year history. The chart on Page 19 tracks the company's overall economic performance since its IPO in 2011.

As you can see at the top of the page, since our initial listing, NMFC has paid $903 million of regular dividends to our shareholders, which have been fully supported by $910 million of net investment income.

On the lower half of the page, we focus on below-the-line items, where we show that since inception, we have cumulative net realized and unrealized losses of just $46 million highlighted in yellow, which consists of $17 million of net cumulative realized losses and $29 million of net cumulative unrealized losses.

It is important to highlight that this aggregate loss remains a modest fraction of total dividend payouts to date. And as we look forward, we remain very focused on reversing these losses primarily through potential gains on our equity positions. Page 20 shows a stock chart detailing NMFC's equity returns since IPO.

While the performance of our stock was impacted by fears around the pandemic. Over the course of the last year, we've seen material improvement in our share price, reflecting the quality of our investments and the consistent earnings that these investments generate.

Since our IPO over 10 years ago, NMFC has a compounded annual return of 11%, which represents a very strong fixed income return during a period of time where short-term risk-free rates have averaged less than 1%.

Additionally, as shown, NMFC's performance has materially exceeded that of the high-yield index as well as an index of BDC peers that have been public at least as long as we have. Turning to our investment activity tracker on Pages 21 and 22. This quarter, we saw record originations as well as record repayments.

While portfolio exits slightly outpaced originations, we were very pleased with the quality and diversity of our originations, which included a mix of lead mandates, club deal flow and add-on investments to existing portfolio companies.

We continue to have great success targeting and accessing deals within niches of the economy where our knowledge and conviction is the highest. Since quarter end, as shown on Page 23, we continued our sourcing momentum with 4 new financings during the month of October.

Net of repayments, we expanded our book by $78 million, which places us within our target leverage range. Looking ahead towards year-end, we expect our deal flow to fully absorb any proceeds from ordinary course loan repayments as well as any incremental capital raised through our new ATM program. Turning to Page 24.

Both our originations and our sales and repayments were weighted towards first lien assets. There was slightly more activity than usual within the preferred stock category, where we opportunistically made several new investments and we successfully exited a material investment in EAB preferred stock, collecting over $20 million of accrued PIK income.

Overall, we plan to maintain an asset mix that is consistent with our quarter end portfolio where nearly two-thirds of our investments, inclusive of first lien, SLP and net lease are senior in nature. On Page 25, we show that the average yield of NMFC's portfolio was stable from Q2 to Q3 at approximately 8.8%.

While the environment is competitive, the available spreads in the marketplace remains supportive of our net investment income target. Turning to Page 26. We have detailed breakouts of NMFC's industry exposure.

The center pie chart shows overall industry exposure, while the surrounding pie charts give more insight into the very significant diversity within our health care, software and services portfolio.

As you can see, we have successfully avoided nearly all of the most troubled sectors while maintaining high exposure to the most defensive COVID-resistant sectors within the U.S. economy.

Finally, as illustrated on Page 27, we have a diversified portfolio with our largest corporate obligor, representing 3.6% of fair value and the top 15 investments inclusive of our SLP funds accounting for 36% of fair value. With that, I will now turn it over to our CFO, Shiraz Kajee, to discuss the financial statements and key financial metrics.

Shiraz?.

Thank you, John. For more details on our financial results in today's commentary, please refer to the Form 10-Q that was filed last evening with the SEC. Now I'd like to turn you on to Slide 28. Portfolio had $3 billion in investments at fair value at September 30, 2021, and total assets of $3.2 billion.

While total liabilities of $1.9 billion, of which total statutory debt outstanding was $1.5 billion, excluding $300 million of drawn SBA guaranteed debentures. Net asset value of $1.3 billion or $13.26 per share was down $0.07 from the prior quarter.

At September 30, our statutory debt-to-equity ratio was 1.19:1, and as previously noted, net of available cash on the balance sheet, the pro forma leverage would be 1.13:1. On Slide 29, we show our historical leverage ratios and our historical NAV adjusted for the cumulative impact of special dividends.

On Slide 30, we show our quarterly income statement results. We believe that our NII is the most appropriate measure of our quarterly performance. This slide highlights that while realized and unrealized gains and losses can be volatile below the line, we continue to generate stable net investment income above the line.

Focusing on the quarter ended September 30, we earned total investment income of $68.2 million, a $2 million increase from the prior quarter due to higher fee income this quarter. Total net expenses were approximately $37.8 million, a slight increase quarter-over-quarter.

This results in third quarter NII of $30.4 million or $0.31 per weighted average share, which exceeded our Q3 regular dividend of $0.30 per share. And as a result of net unrealized depreciation in the quarter, for the quarter ended September 30, with an increase in net assets resulting from operations of $22 million.

As discussed, the investment adviser has committed to a management fee of 1.25% for the 2021, 2022 and 2023 calendar years. We have also pledged to reduce our incentive fee if and as needed during this period to fully support the $0.30 per share dividend. It is important to note that the investment adviser cannot recoup fees previously waived.

Furthermore, the investment adviser has permanently reduced its base management fee from 1.75% to 1.4%. As Slide 31 demonstrates, our total investment income is recurring in nature and predominantly paid in cash. As you can see, 87% of our total investment income is recurring and cash income increased to 83% this quarter.

As John mentioned, during the quarter, we received a full pay down on our large EAV PIK preferred asset that resulted in cash received of almost $21 million in life-to-date PIK income. We believe this consistency shows the stability and predictability of our investment income. Turning to Slide 32.

As briefly discussed earlier, our NII for the third quarter exceeded our Q3 dividend. Based on preliminary estimates, we expect our Q4 2021 NII will be at least $0.30 per share prior to any fee waivers under our new dividend protection program.

Given that our Board of Directors has declared a Q4 2021 dividend of $0.30 per share, which will be paid on December 30 to holders of regular in December '16. On Slide 33, we highlight our various financing sources.

Taking into account SBA guaranteed debentures, we had almost $2.3 billion of total borrowing capacity at quarter end with over $400 million available on our revolving lines subject to borrowing base limitations.

As a reminder, both our Wells Fargo and Deutsche Bank credit facilities covenants are generally tied to the operating performance of the underlying businesses that we lend to, rather than the marks of our investments at any given time. Finally, on Slide 34, we show our leverage maturity schedule.

As we've diversified our debt issuance, we have been successfully laddering our maturities to better manage liquidity. We have limited near-term maturities and over 75% of our debt matures after 2025.

Also, given our recent investment-grade rating from Moody's, we continue to explore the unsecured debt market to further let our maturities in the most cost-efficient manner. With that, I would like to turn the call back over to Rob..

Thanks, Shiraz. In closing, we are optimistic about the prospects for NMFC in the months and years ahead. Our long-standing focus on lending to defensive growth businesses supported by strong sponsors should continue to serve us well.

We once again thank you for your continuing support and interest, wish you all good health and look forward to maintaining an open and transparent dialogue with all of our stakeholders in the days ahead. I will now turn things back to the operator to begin Q&A.

Operator?.

The first question comes from Paul Johnson from KBW. Please go ahead..

So one question. As I look at your investments for the quarter on Slide 21 and 22, and this might not be anything new, but it appears that there's maybe not a major spread difference between the second lien loans and in the first lien loans made during the quarter, even some of the preferred investments.

But I'm just curious, in today's world, if you're not getting compensated necessarily in terms of returns for second lien or subordinated type of investments like we used to in the past.

What makes you comfortable with those types of investments today?.

Sure, Paul. It's a good question. And there are a couple of things I just want to note at the outset. For example, one of the preferred stock investments that we made was 7% that was purchased at $0.85. So that would be just one note to make. And then there were some other preferred stocks that were definitely higher spreads.

But I think your comment about the spread difference between unitranche and second lien is a good one. It's one we've actually noted on prior calls that the incremental return on second lien versus a first lien is less than ever.

And so our mindset is to be just incredibly selective about which second liens we invest in, and we only pursue a second lien investment when we just have amazingly high conviction about the quality of the business and the enterprise value cushion both as represented by the multiple the sponsor pad but also our internal view of the enterprise value.

We just want to make sure that, that cushion is very substantial. And so our mindset is that there are great second lien investments out there to be made. You just have to just be incredibly selective on credit quality. And that's what we've done and that's what we'll continue to do..

And then just a broader question. Just with all the competition going on in the market and then the advent of the mega tranche deals and taking market share in the middle market.

Have you found it any more difficult, I guess, to win deals or to secure places and club deals and such, is that -- has that been any more difficult for you, I guess, in the current quarter? Or what you're experiencing now versus the past?.

No. I mean, I think if anything, Paul, and hey, this is Rob. I actually think it's the opposite. As the market has expanded and frankly, as the types of deals that quality sponsors are doing are -- tend to be more and more in our sector. I just think we have more shots on goal than ever.

And whether it's being part of a club in a mega tranche or leading a smaller unitranche ourselves. We're participating selectively in a clubbed up second lien. We feel like our deal flow is higher than it's ever been. And it's also a function of the expanding scale of the New Mountain overall platform.

As I think we've articulated before, our current private equity fund is over $9 billion, Steve pointed out how large the team has become. So our touch points across the deal universe is higher than ever as an institution and that's allowing us to have a wider aperture than ever before.

Additionally, our footprint as an issuer of paper, and you've noted this before also, given the scale of our private equity platform makes us very important to credit funds that want to participate in our deals, many of whom themselves are sponsor affiliated.

And so leveraging that heft in the marketplace really enhances our access to the deals we want to do. And the proof is in the pudding, right? Q3 was our highest deal flow quarter ever, both at the NMFC level and across the broader credit platform, and we're seeing ongoing strength in Q4.

So access to the best possible deals is really -- is not on our list of issues or concerns..

Okay. That's good to know. And then as far as, I know, your portfolio is obviously more heavy with the health care, the services and software sectors, which don't tend to be affected as much by the inflationary issues or the supply chain issues that we've been experiencing this year.

But have you seen any of those pressures show up anywhere in your portfolio? Or has this been something that's almost been kind of nonexistent just because of more service-oriented portfolio that you guys have?.

Yes. It's a good question. I won't say it's nonexistent, but it's very limited because as you point out, we're not -- the companies we lend to are not procuring physical goods for the most part. So the good level of inflation, the supply chain issues, the shortages really doesn't affect the types of companies we lend to.

What we have to obviously watch is labor inflation at our companies and labor availability. And that may be a headwind for equity values at 15 times to 20 times. They're not at all close to impacting debt service capabilities. And we don't foresee that being an issue that impacts borrowers in a material way but we are keeping an eye on it.

And the other thing I'll point out is that given the businesses we lend to tend to have high margins. And in variable cost structures, it's not a huge. We have plenty of cushion. It's not like it's a 5% margin, and if costs go up by 3% and you can't pass it on, you've eaten into 60% of your cash flow.

So the bottom line is we're not seeing it materially in the monthly numbers we track and we just think structurally, we're well protected against that important issue in the economy today..

And then my last question, I just want to make sure that we understand this right. I think that the fee waiver that you guys extended is great, that's a very shareholder-friendly move.

But the new fee structure, the 1.4% essentially coming into place when the when the fee cap expires in '23, is that essentially taking the place of the old fee structure where you were just essentially kind of waving down to get to that kind of 1.3%, 1.4% effective rate? So essentially, it's basically just kind of one fee construct that's replacing the old fee structure that was in place?.

Yes, that's exactly right. We've obviously gotten commentary across the years from you guys and others about how it's difficult to model the 175 that netted down to the 1.3% to 1.4%. So we've simply just -- we're getting rid of that construct. It's now incredibly simple. It's 1.4%. It's the highest possible fee.

But obviously, we've got the waiver out through '23 -- the end of '23 at the 1.25%, that's the flat rate. And of course, we'll keep tracking market conditions and everything else over the next two years. But that's right. So it's -- for modeling purposes, it's 1.25% through the end of '23 and then 1.4% flat after that..

Gentlemen, so far there are no more questions. This concludes our question-and-answer session. I would now like to turn the conference back over to Rob Hamwee for any closing remarks..

Great. Thank you. And again, I just want to thank all of our stakeholders for participating today, and we look forward to speaking to you all through the quarter as warranted and obviously on our call next quarter. So thank you. Have a great day..