UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 2015
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Commission |
|
Exact name of registrant as specified in its charter, address of principal executive |
|
I.R.S. Employer |
|
814-00832 |
|
New Mountain Finance Corporation |
|
27-2978010 |
|
|
|
787 Seventh Avenue, 48th Floor |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
|
|
Large accelerated filer x |
|
Accelerated filer ¨ |
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock.
|
Description |
|
Shares as of August 5, 2015 |
|
Common stock, $0.01 par value |
|
58,161,821 |
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2015
New Mountain Finance Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
(unaudited)
|
|
|
June 30, 2015 |
|
December 31, 2014 |
| ||
|
|
|
|
|
|
| ||
|
Assets |
|
|
|
|
| ||
|
Investments at fair value |
|
|
|
|
| ||
|
Non-controlled/non-affiliated investments (cost of $1,181,684 and $1,422,891, respectively) |
|
$ |
1,172,100 |
|
$ |
1,402,210 |
|
|
Non-controlled/affiliated investments (cost $90,001 and $23,000, respectively) |
|
89,601 |
|
22,461 |
| ||
|
Controlled investments (cost $40,437 and $0, respectively) |
|
47,171 |
|
— |
| ||
|
Total investments at fair value (cost $1,312,122 and $1,445,891, respectively) |
|
1,308,872 |
|
1,424,671 |
| ||
|
Securities purchased under collateralized agreements to resell |
|
30,000 |
|
30,000 |
| ||
|
Cash and cash equivalents |
|
24,226 |
|
23,445 |
| ||
|
Deferred financing costs (net of accumulated amortization of $7,286 and $5,867, respectively) |
|
13,994 |
|
14,052 |
| ||
|
Interest and dividend receivable |
|
11,456 |
|
11,744 |
| ||
|
Receivable from affiliates |
|
362 |
|
490 |
| ||
|
Receivable from unsettled securities sold |
|
— |
|
8,912 |
| ||
|
Other assets |
|
3,191 |
|
1,606 |
| ||
|
Total assets |
|
$ |
1,392,101 |
|
$ |
1,514,920 |
|
|
Liabilities |
|
|
|
|
| ||
|
Holdings Credit Facility |
|
$ |
359,858 |
|
$ |
468,108 |
|
|
Convertible Notes |
|
115,000 |
|
115,000 |
| ||
|
SBA-guaranteed debentures |
|
55,000 |
|
37,500 |
| ||
|
NMFC Credit Facility |
|
38,000 |
|
50,000 |
| ||
|
Incentive fee payable |
|
5,057 |
|
4,803 |
| ||
|
Management fee payable |
|
4,951 |
|
5,144 |
| ||
|
Interest payable |
|
1,360 |
|
1,352 |
| ||
|
Deferred tax liability |
|
1,129 |
|
493 |
| ||
|
Capital gains incentive fee payable |
|
490 |
|
— |
| ||
|
Payable to affiliates |
|
460 |
|
822 |
| ||
|
Payable for unsettled securities purchased |
|
— |
|
26,460 |
| ||
|
Other liabilities |
|
2,470 |
|
3,068 |
| ||
|
Total liabilities |
|
583,775 |
|
712,750 |
| ||
|
Commitments and contingencies (see Note 9) |
|
|
|
|
| ||
|
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, 100,000,000 shares authorized, and 58,161,821 and 57,997,890 shares issued and outstanding, respectively |
|
582 |
|
580 |
| ||
|
Paid in capital in excess of par |
|
819,570 |
|
817,129 |
| ||
|
Accumulated undistributed net investment income |
|
2,380 |
|
2,530 |
| ||
|
Accumulated undistributed net realized gains on investments |
|
660 |
|
14,131 |
| ||
|
Net unrealized (depreciation) appreciation of investments (net of provision for taxes of $1,129 and $493, respectively) |
|
(14,866 |
) |
(32,200 |
) | ||
|
Total net assets |
|
$ |
808,326 |
|
$ |
802,170 |
|
|
Total liabilities and net assets |
|
$ |
1,392,101 |
|
$ |
1,514,920 |
|
|
Number of shares outstanding |
|
58,161,821 |
|
57,997,890 |
| ||
|
Net asset value per share |
|
$ |
13.90 |
|
$ |
13.83 |
|
The accompanying notes are an integral part of these consolidated financial statements.
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, 2015 |
|
June 30, 2014 |
|
June 30, 2015 |
|
June 30, 2014 |
| ||||
|
Investment income(1) |
|
|
|
|
|
|
|
|
| ||||
|
From non-controlled/non-affiliated investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
$ |
33,767 |
|
$ |
18,788 |
|
$ |
65,621 |
|
$ |
18,788 |
|
|
Dividend income |
|
201 |
|
972 |
|
102 |
|
972 |
| ||||
|
Other income |
|
320 |
|
705 |
|
1,877 |
|
705 |
| ||||
|
From non-controlled/affiliated investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
1,183 |
|
— |
|
2,226 |
|
— |
| ||||
|
Dividend income |
|
951 |
|
— |
|
1,809 |
|
— |
| ||||
|
Other income |
|
308 |
|
4 |
|
622 |
|
4 |
| ||||
|
From controlled investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
520 |
|
— |
|
970 |
|
— |
| ||||
|
Dividend income |
|
643 |
|
— |
|
1,191 |
|
— |
| ||||
|
Other income |
|
12 |
|
— |
|
23 |
|
— |
| ||||
|
Investment income allocated from New Mountain Finance Holdings, L.L.C.(2) |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
— |
|
12,847 |
|
— |
|
40,515 |
| ||||
|
Dividend income |
|
— |
|
279 |
|
— |
|
2,368 |
| ||||
|
Other income |
|
— |
|
113 |
|
— |
|
795 |
| ||||
|
Total investment income |
|
37,905 |
|
33,708 |
|
74,441 |
|
64,147 |
| ||||
|
Expenses |
|
|
|
|
|
|
|
|
| ||||
|
Incentive fee(1) |
|
5,057 |
|
2,747 |
|
9,935 |
|
2,747 |
| ||||
|
Capital gains incentive fee(1) |
|
9 |
|
763 |
|
490 |
|
763 |
| ||||
|
Total incentive fees(1) |
|
5,066 |
|
3,510 |
|
10,425 |
|
3,510 |
| ||||
|
Management fee(1) |
|
6,198 |
|
2,742 |
|
12,666 |
|
2,742 |
| ||||
|
Interest and other financing expenses(1) |
|
5,598 |
|
2,559 |
|
11,075 |
|
2,559 |
| ||||
|
Professional fees(1) |
|
909 |
|
640 |
|
1,648 |
|
640 |
| ||||
|
Administrative expenses(1) |
|
522 |
|
360 |
|
1,157 |
|
360 |
| ||||
|
Other general and administrative expenses(1) |
|
453 |
|
239 |
|
882 |
|
239 |
| ||||
|
Net expenses allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
6,427 |
|
— |
|
20,808 |
| ||||
|
Total expenses |
|
18,746 |
|
16,477 |
|
37,853 |
|
30,858 |
| ||||
|
Less: management fee waived (see Note 5) (1) |
|
(1,247 |
) |
— |
|
(2,629 |
) |
— |
| ||||
|
Less: expenses waived and reimbursed (see Note 5) (1) |
|
— |
|
(58 |
) |
(400 |
) |
(58 |
) | ||||
|
Net expenses |
|
17,499 |
|
16,419 |
|
34,824 |
|
30,800 |
| ||||
|
Net investment income before income taxes |
|
20,406 |
|
17,289 |
|
39,617 |
|
33,347 |
| ||||
|
Income tax expense(1) |
|
153 |
|
— |
|
302 |
|
— |
| ||||
|
Net investment income |
|
20,253 |
|
17,289 |
|
39,315 |
|
33,347 |
| ||||
|
Net realized (losses) gains: |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliated investments(1) |
|
(13,338 |
) |
(1,067 |
) |
(13,471 |
) |
(1,067 |
) | ||||
|
Investments allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
5,860 |
|
— |
|
8,568 |
| ||||
|
Net change in unrealized appreciation (depreciation): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliated investments(1) |
|
11,970 |
|
5,708 |
|
10,508 |
|
5,708 |
| ||||
|
Non-controlled/affiliated investments(1) |
|
1,600 |
|
— |
|
728 |
|
— |
| ||||
|
Controlled investments(1) |
|
(86 |
) |
— |
|
6,734 |
|
— |
| ||||
|
Investments allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
(3,742 |
) |
— |
|
940 |
| ||||
|
Provision for taxes(1) |
|
(135 |
) |
(386 |
) |
(636 |
) |
(386 |
) | ||||
|
Net increase in net assets resulting from operations |
|
20,264 |
|
23,662 |
|
43,178 |
|
47,110 |
| ||||
|
Basic earnings per share |
|
$ |
0.35 |
|
$ |
0.46 |
|
$ |
0.74 |
|
$ |
0.95 |
|
|
Weighted average shares of common stock outstanding—basic (see Note 11) |
|
58,076,552 |
|
51,595,684 |
|
58,037,868 |
|
49,343,462 |
| ||||
|
Diluted earnings per share |
|
$ |
0.33 |
|
$ |
0.44 |
|
$ |
0.70 |
|
$ |
0.94 |
|
|
Weighted average shares of common stock outstanding—diluted (see Note 11) |
|
65,313,497 |
|
54,292,924 |
|
65,265,931 |
|
50,699,533 |
| ||||
|
Dividends declared and paid per share |
|
$ |
0.34 |
|
$ |
0.34 |
|
$ |
0.68 |
|
$ |
0.68 |
|
(1) For the three and six months ended June 30, 2014, the amounts reported relate to the period from May 8, 2014 to June 30, 2014.
(2) For the three and six months ended June 30, 2014, the amounts reported relate to the period from April 1, 2014 to May 7, 2014 and January 1, 2014 to May 7, 2014, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
New Mountain Finance Corporation
Consolidated Statements of Changes in Net Assets
(in thousands)
(unaudited)
|
|
|
Six months ended |
| ||||
|
|
|
June 30, 2015 |
|
June 30, 2014 |
| ||
|
Increase (decrease) in net assets resulting from operations: |
|
|
|
|
| ||
|
Net investment income(1) |
|
$ |
39,315 |
|
$ |
10,477 |
|
|
Net investment income allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
22,870 |
| ||
|
Net realized losses on investments(1) |
|
(13,471 |
) |
(1,067 |
) | ||
|
Net realized gains on investments allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
8,568 |
| ||
|
Net change in unrealized appreciation (depreciation) of investments(1) |
|
17,970 |
|
5,708 |
| ||
|
Net change in unrealized appreciation (depreciation) of investments allocated from New Mountain Finance Holdings, L.L.C.(2) |
|
— |
|
940 |
| ||
|
Provision for taxes(1) |
|
(636 |
) |
(386 |
) | ||
|
Net increase in net assets resulting from operations |
|
43,178 |
|
47,110 |
| ||
|
Capital transactions |
|
|
|
|
| ||
|
Net proceeds from shares sold |
|
— |
|
58,644 |
| ||
|
Deferred offering costs(1) |
|
59 |
|
— |
| ||
|
Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C.(2) |
|
— |
|
(250 |
) | ||
|
Value of shares issued for exchanged units |
|
— |
|
38,840 |
| ||
|
Dividends declared to stockholders from net investment income |
|
(39,465 |
) |
(33,347 |
) | ||
|
Dividends declared to stockholders from net realized gains |
|
— |
|
(615 |
) | ||
|
Reinvestment of dividends |
|
2,384 |
|
2,066 |
| ||
|
Total net (decrease) increase in net assets resulting from capital transactions |
|
(37,022 |
) |
65,338 |
| ||
|
Net increase in net assets |
|
6,156 |
|
112,448 |
| ||
|
Net assets at the beginning of the period |
|
802,170 |
|
650,107 |
| ||
|
Net assets at the end of the period |
|
$ |
808,326 |
|
$ |
762,555 |
|
(1) For the six months ended June 30, 2014, the amounts reported relate to the period from May 8, 2014 to June 30, 2014.
(2) For the six months ended June 30, 2014, the amounts reported relate to the period from January 1, 2014 to May 7, 2014.
The accompanying notes are an integral part of these consolidated financial statements.
New Mountain Finance Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
|
Six months ended |
| ||||
|
|
|
June 30, 2015 |
|
June 30, 2014 |
| ||
|
Cash flows from operating activities |
|
|
|
|
| ||
|
Net increase in net assets resulting from operations |
|
$ |
43,178 |
|
$ |
47,110 |
|
|
Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
| ||
|
Net investment income allocated from New Mountain Finance Holdings, L.L.C.(2) |
|
— |
|
(22,870 |
) | ||
|
Net realized losses on investments(1) |
|
13,471 |
|
1,067 |
| ||
|
Net realized gains on investments allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
(8,568 |
) | ||
|
Net change in unrealized (appreciation) depreciation of investments(1) |
|
(17,970 |
) |
(5,708 |
) | ||
|
Net change in unrealized (appreciation) depreciation of investments allocated from New Mountain Finance Holdings, L.L.C. (2) |
|
— |
|
(940 |
) | ||
|
Amortization of purchase discount(1) |
|
(1,176 |
) |
(405 |
) | ||
|
Amortization of deferred financing costs(1) |
|
1,419 |
|
336 |
| ||
|
Non-cash investment income(1) |
|
(3,209 |
) |
(261 |
) | ||
|
(Increase) decrease in operating assets: |
|
|
|
|
| ||
|
Cash and cash equivalents from New Mountain Finance Holdings, L.L.C.(3) |
|
— |
|
957 |
| ||
|
Purchase of investments and delayed draw facilities(1) |
|
(187,045 |
) |
(128,598 |
) | ||
|
Proceeds from sales and paydowns of investments(1) |
|
315,219 |
|
15,698 |
| ||
|
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities(1) |
|
54 |
|
— |
| ||
|
Cash paid for purchase of drawn portion of revolving credit facilities(1) |
|
(3,050 |
) |
— |
| ||
|
Cash paid on drawn revolvers(1) |
|
(970 |
) |
— |
| ||
|
Cash repayments on drawn revolvers(1) |
|
475 |
|
380 |
| ||
|
Interest and dividend receivable(1) |
|
288 |
|
(1,381 |
) | ||
|
Receivable from affiliates(1) |
|
128 |
|
378 |
| ||
|
Receivable from unsettled securities sold(1) |
|
8,912 |
|
— |
| ||
|
Other assets(1) |
|
(1,162 |
) |
(1,112 |
) | ||
|
Purchase of investment in New Mountain Finance Holdings, L.L.C.(2) |
|
— |
|
(58,644 |
) | ||
|
Distributions from New Mountain Finance Holdings, L.L.C.(2) |
|
— |
|
15,247 |
| ||
|
Increase (decrease) in operating liabilities: |
|
|
|
|
| ||
|
Incentive fee payable(1) |
|
254 |
|
(1,695 |
) | ||
|
Management fee payable(1) |
|
(193 |
) |
(1,434 |
) | ||
|
Interest payable(1) |
|
8 |
|
1,195 |
| ||
|
Deferred tax liability(1) |
|
636 |
|
386 |
| ||
|
Capital gains incentive fee payable(1) |
|
490 |
|
763 |
| ||
|
Payable to affiliates(1) |
|
(362 |
) |
269 |
| ||
|
Payable for unsettled securities purchased(1) |
|
(26,460 |
) |
(6,428 |
) | ||
|
Other liabilities(1) |
|
(658 |
) |
(306 |
) | ||
|
Net cash flows provided by (used in) operating activities |
|
142,277 |
|
(154,564 |
) | ||
|
Cash flows from financing activities |
|
|
|
|
| ||
|
Net proceeds from shares sold |
|
— |
|
58,644 |
| ||
|
Dividends paid |
|
(37,081 |
) |
(31,896 |
) | ||
|
Offering costs paid(1) |
|
(56 |
) |
(166 |
) | ||
|
Proceeds from Holdings Credit Facility(1) |
|
138,750 |
|
108,469 |
| ||
|
Repayment of Holdings Credit Facility(1) |
|
(247,000 |
) |
(69,600 |
) | ||
|
Proceeds from NMFC Credit Facility(1) |
|
51,300 |
|
— |
| ||
|
Repayment of NMFC Credit Facility(1) |
|
(63,300 |
) |
— |
| ||
|
Proceeds from Convertible Notes(1) |
|
— |
|
115,000 |
| ||
|
Proceeds from SBA-guaranteed debentures(1) |
|
17,500 |
|
— |
| ||
|
Deferred financing costs paid(1) |
|
(1,609 |
) |
(4,222 |
) | ||
|
Net cash flows (used in) provided by financing activities |
|
(141,496 |
) |
176,229 |
| ||
|
Net increase (decrease) in cash and cash equivalents |
|
781 |
|
21,665 |
| ||
|
Cash and cash equivalents at the beginning of the period |
|
23,445 |
|
— |
| ||
|
Cash and cash equivalents at the end of the period |
|
$ |
24,226 |
|
$ |
21,665 |
|
|
Supplemental disclosure of cash flow information |
|
|
|
|
| ||
|
Cash interest paid |
|
$ |
9,303 |
|
$ |
965 |
|
|
Income taxes paid |
|
143 |
|
— |
| ||
|
Non-cash operating activities: |
|
|
|
|
| ||
|
Non-cash activity on investments |
|
$ |
60,652 |
|
$ |
— |
|
|
Non-cash financing activities: |
|
|
|
|
| ||
|
New Mountain Finance AIV Holdings Corporation exchange of New Mountain Finance Holdings, L.L.C. units for shares |
|
$ |
— |
|
$ |
38,840 |
|
|
Value of shares issued in connection with dividend reinvestment plan |
|
2,384 |
|
2,066 |
| ||
|
Accrual for offering costs(1) |
|
824 |
|
1,293 |
| ||
|
Accrual for deferred financing costs(1) |
|
127 |
|
776 |
| ||
|
Deferred offering costs allocated from New Mountain Finance Holdings, L.L.C.(2) |
|
— |
|
(250 |
) | ||
(1) For the six months ended June 30, 2014, the amounts reported relate to the period from May 8, 2014 to June 30, 2014.
(2) For the six months ended June 30, 2014, the amounts reported relate to the period from January 1, 2014 to May 7, 2014.
(3) Represents the cash and cash equivalent balance of New Mountain Finance Holdings, L.L.C.’s at the date of restructuring. See Note 1, Formation and Business Purpose.
The accompanying notes are an integral part of these consolidated financial statements.
New Mountain Finance Corporation
Consolidated Schedule of Investments
June 30, 2015
(in thousands, except shares)
(unaudited)
|
Portfolio Company, Location and Industry(1) |
|
Type of |
|
Interest Rate |
|
Maturity |
|
Principal |
|
Cost |
|
Fair |
|
Percent |
| |||
|
Non-Controlled/Non-Affiliated Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Funded Debt Investments—Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Project Sunshine IV Pty Ltd** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Media |
|
First lien(2) |
|
8.00% (Base Rate + 7.00%) |
|
9/23/2019 |
|
$ |
13,244 |
|
$ |
13,180 |
|
$ |
13,360 |
|
1.65 |
% |
|
Total Funded Debt Investments—Australia |
|
|
|
|
|
|
|
$ |
13,244 |
|
$ |
13,180 |
|
$ |
13,360 |
|
1.65 |
% |
|
Funded Debt Investments—Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Pinnacle Holdco S.à.r.l. / Pinnacle (US) Acquisition Co Limited** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
10.50% (Base Rate + 9.25%) |
|
7/30/2020 |
|
$ |
24,630 |
|
$ |
24,329 |
|
$ |
22,659 |
|
|
|
|
|
|
Second lien(3) |
|
10.50% (Base Rate + 9.25%) |
|
7/30/2020 |
|
8,204 |
|
8,321 |
|
7,547 |
|
|
| |||
|
|
|
|
|
|
|
|
|
32,834 |
|
32,650 |
|
30,206 |
|
3.74 |
% | |||
|
Total Funded Debt Investments—Luxembourg |
|
|
|
|
|
|
|
$ |
32,834 |
|
$ |
32,650 |
|
$ |
30,206 |
|
3.74 |
% |
|
Funded Debt Investments—Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Eiger Acquisition B.V. (Eiger Co-Borrower, LLC)** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(3) |
|
10.13% (Base Rate + 9.13%) |
|
2/17/2023 |
|
$ |
10,000 |
|
$ |
9,271 |
|
$ |
9,050 |
|
1.12 |
% |
|
Total Funded Debt Investments—Netherlands |
|
|
|
|
|
|
|
$ |
10,000 |
|
$ |
9,271 |
|
$ |
9,050 |
|
1.12 |
% |
|
Funded Debt Investments—United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Air Newco LLC** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(3) |
|
10.50% (Base Rate + 9.50%) |
|
1/31/2023 |
|
$ |
30,000 |
|
$ |
29,266 |
|
$ |
28,650 |
|
3.54 |
% |
|
Total Funded Debt Investments—United Kingdom |
|
|
|
|
|
|
|
$ |
30,000 |
|
$ |
29,266 |
|
$ |
28,650 |
|
3.54 |
% |
|
Funded Debt Investments—United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
TIBCO Software Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
First lien(2) |
|
6.50% (Base Rate + 5.50%) |
|
12/4/2020 |
|
$ |
29,925 |
|
$ |
28,543 |
|
$ |
29,939 |
|
|
|
|
|
|
Subordinated(3) |
|
11.38% |
|
12/1/2021 |
|
15,000 |
|
14,589 |
|
14,963 |
|
|
| |||
|
|
|
|
|
|
|
|
|
44,925 |
|
43,132 |
|
44,902 |
|
5.56 |
% | |||
|
Deltek, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(3) |
|
9.50% (Base Rate + 8.50%) |
|
6/26/2023 |
|
21,000 |
|
20,962 |
|
21,210 |
|
|
| |||
|
|
|
Second lien(2) |
|
9.50% (Base Rate + 8.50%) |
|
6/26/2023 |
|
20,000 |
|
19,610 |
|
20,200 |
|
|
| |||
|
|
|
|
|
|
|
|
|
41,000 |
|
40,572 |
|
41,410 |
|
5.12 |
% | |||
|
Ascend Learning, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education |
|
First lien(2) |
|
5.50% (Base Rate + 4.50%) |
|
7/31/2019 |
|
10,795 |
|
10,753 |
|
10,822 |
|
|
| |||
|
|
|
Second lien(3) |
|
9.50% (Base Rate + 8.50%) |
|
11/30/2020 |
|
29,000 |
|
28,888 |
|
28,946 |
|
|
| |||
|
|
|
|
|
|
|
|
|
39,795 |
|
39,641 |
|
39,768 |
|
4.92 |
% | |||
|
Kronos Incorporated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
9.75% (Base Rate + 8.50%) |
|
4/30/2020 |
|
32,641 |
|
32,424 |
|
33,641 |
|
|
| |||
|
|
|
Second lien(3) |
|
9.75% (Base Rate + 8.50%) |
|
4/30/2020 |
|
5,000 |
|
4,958 |
|
5,152 |
|
|
| |||
|
|
|
|
|
|
|
|
|
37,641 |
|
37,382 |
|
38,793 |
|
4.80 |
% | |||
|
Tolt Solutions, Inc.(15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
First lien(2) |
|
7.00% (Base Rate + 6.00%) |
|
3/7/2019 |
|
18,349 |
|
18,349 |
|
17,866 |
|
|
| |||
|
|
|
First lien(2) |
|
12.00% (Base Rate + 11.00%) |
|
3/7/2019 |
|
18,800 |
|
18,800 |
|
18,297 |
|
|
| |||
|
|
|
|
|
|
|
|
|
37,149 |
|
37,149 |
|
36,163 |
|
4.47 |
% | |||
|
Hill International, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
First lien(2) |
|
7.75% (Base Rate + 6.75%) |
|
9/26/2020 |
|
34,738 |
|
34,425 |
|
34,520 |
|
4.27 |
% | |||
|
TASC, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Federal Services |
|
First lien(2) |
|
7.00% (Base Rate + 6.00%) |
|
5/22/2020 |
|
30,705 |
|
30,333 |
|
31,076 |
|
|
| |||
|
|
|
Second lien(3) |
|
12.00% |
|
5/21/2021 |
|
2,000 |
|
1,960 |
|
2,113 |
|
|
| |||
|
|
|
|
|
|
|
|
|
32,705 |
|
32,293 |
|
33,189 |
|
4.11 |
% | |||
|
SRA International, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Federal Services |
|
First lien(2) |
|
6.50% (Base Rate + 5.25%) |
|
7/20/2018 |
|
31,765 |
|
31,149 |
|
31,884 |
|
3.94 |
% | |||
|
Navex Global, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
First lien(4) |
|
5.75% (Base Rate + 4.75%) |
|
11/19/2021 |
|
10,494 |
|
10,397 |
|
10,468 |
|
|
| |||
|
|
|
First lien(2) |
|
5.75% (Base Rate + 4.75%) |
|
11/19/2021 |
|
4,431 |
|
4,389 |
|
4,420 |
|
|
| |||
|
|
|
Second lien(4) |
|
9.75% (Base Rate + 8.75%) |
|
11/18/2022 |
|
11,953 |
|
11,840 |
|
11,834 |
|
|
| |||
|
|
|
Second lien(3) |
|
9.75% (Base Rate + 8.75%) |
|
11/18/2022 |
|
5,047 |
|
4,999 |
|
4,996 |
|
|
| |||
|
|
|
|
|
|
|
|
|
31,925 |
|
31,625 |
|
31,718 |
|
3.92 |
% | |||
|
Rocket Software, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
10.25% (Base Rate + 8.75%) |
|
2/8/2019 |
|
30,875 |
|
30,768 |
|
31,094 |
|
3.85 |
% | |||
|
Physio-Control International, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Healthcare Products |
|
Second lien(2) |
|
10.00% (Base Rate + 9.00%) |
|
6/5/2023 |
|
30,000 |
|
29,402 |
|
29,850 |
|
3.69 |
% | |||
|
CompassLearning, Inc.(14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education |
|
First lien(2) |
|
8.00% (Base Rate + 6.75%) |
|
11/26/2018 |
|
30,000 |
|
29,459 |
|
29,061 |
|
3.60 |
% | |||
|
Aderant North America, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
10.00% (Base Rate + 8.75%) |
|
6/20/2019 |
|
24,000 |
|
23,779 |
|
24,000 |
|
|
| |||
|
|
|
Second lien(3) |
|
10.00% (Base Rate + 8.75%) |
|
6/20/2019 |
|
5,000 |
|
5,072 |
|
5,000 |
|
|
| |||
|
|
|
|
|
|
|
|
|
29,000 |
|
28,851 |
|
29,000 |
|
3.59 |
% | |||
|
Transtar Holding Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Distribution & Logistics |
|
Second lien(2) |
|
10.00% (Base Rate + 8.75%) |
|
10/9/2019 |
|
28,300 |
|
27,939 |
|
27,734 |
|
3.43 |
% | |||
The accompanying notes are an integral part of these consolidated financial statements.
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
June 30, 2015
(in thousands, except shares)
(unaudited)
|
Portfolio Company, Location and |
|
Type of |
|
Interest Rate |
|
Maturity |
|
Principal |
|
Cost |
|
Fair |
|
Percent |
| |||
|
KeyPoint Government Solutions, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Federal Services |
|
First lien(2) |
|
7.75% (Base Rate + 6.50%) |
|
11/13/2017 |
|
$ |
27,609 |
|
$ |
27,289 |
|
$ |
27,607 |
|
3.42 |
% |
|
McGraw-Hill Global Education Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education |
|
First lien(2)(9) |
|
9.75% |
|
4/1/2021 |
|
24,500 |
|
24,370 |
|
27,073 |
|
3.35 |
% | |||
|
Pelican Products, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Products |
|
Second lien(3) |
|
9.25% (Base Rate + 8.25%) |
|
4/9/2021 |
|
15,500 |
|
15,525 |
|
15,423 |
|
|
| |||
|
|
|
Second lien(2) |
|
9.25% (Base Rate + 8.25%) |
|
4/9/2021 |
|
10,000 |
|
10,119 |
|
9,950 |
|
|
| |||
|
|
|
|
|
|
|
|
|
25,500 |
|
25,644 |
|
25,373 |
|
3.14 |
% | |||
|
Confie Seguros Holding II Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Consumer Services |
|
Second lien(2) |
|
10.25% (Base Rate + 9.00%) |
|
5/8/2019 |
|
18,886 |
|
18,787 |
|
18,815 |
|
|
| |||
|
|
|
Second lien(3) |
|
10.25% (Base Rate + 9.00%) |
|
5/8/2019 |
|
5,571 |
|
5,648 |
|
5,550 |
|
|
| |||
|
|
|
|
|
|
|
|
|
24,457 |
|
24,435 |
|
24,365 |
|
3.02 |
% | |||
|
CRGT Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Federal Services |
|
First lien(2) |
|
7.50% (Base Rate + 6.50%) |
|
12/19/2020 |
|
24,688 |
|
24,457 |
|
24,286 |
|
3.00 |
% | |||
|
YP Holdings LLC/Print Media Holdings LLC(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
YP LLC/Print Media LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Media |
|
First lien(2) |
|
8.00% (Base Rate + 6.75%) |
|
6/4/2018 |
|
23,664 |
|
23,451 |
|
23,901 |
|
2.96 |
% | |||
|
PetVet Care Centers LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Consumer Services |
|
Second lien(3) |
|
9.75% (Base Rate + 8.75%) |
|
6/17/2021 |
|
24,000 |
|
23,775 |
|
23,760 |
|
2.94 |
% | |||
|
Aricent Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Second lien(2) |
|
9.50% (Base Rate + 8.50%) |
|
4/14/2022 |
|
20,000 |
|
19,876 |
|
20,100 |
|
|
| |||
|
|
|
Second lien(3) |
|
9.50% (Base Rate + 8.50%) |
|
4/14/2022 |
|
2,550 |
|
2,557 |
|
2,563 |
|
|
| |||
|
|
|
|
|
|
|
|
|
22,550 |
|
22,433 |
|
22,663 |
|
2.80 |
% | |||
|
McGraw-Hill School Education Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education |
|
First lien(2) |
|
6.25% (Base Rate + 5.00%) |
|
12/18/2019 |
|
21,670 |
|
21,500 |
|
21,801 |
|
2.70 |
% | |||
|
Weston Solutions, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Subordinated(4) |
|
16.00% (11.50% + 4.50% PIK)* |
|
7/3/2019 |
|
20,923 |
|
20,923 |
|
21,194 |
|
2.62 |
% | |||
|
American Pacific Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Specialty Chemicals and Materials |
|
First lien(2) |
|
7.00% (Base Rate + 6.00%) |
|
2/27/2019 |
|
19,750 |
|
19,636 |
|
19,972 |
|
2.47 |
% | |||
|
TWDiamondback Holdings Corp.(18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Diamondback Drugs of Delaware, L.L.C.(TWDiamondback II Holdings LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Distribution & Logistics |
|
First lien(4) |
|
9.75% (Base Rate + 8.75%) |
|
11/19/2019 |
|
19,895 |
|
19,895 |
|
19,895 |
|
2.46 |
% | |||
|
VetCor Professional Practices LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Consumer Services |
|
First lien(4) |
|
7.00% (Base Rate + 6.00%) |
|
4/20/2021 |
|
19,600 |
|
19,407 |
|
19,404 |
|
|
| |||
|
|
|
First lien(3)(11) - Drawn |
|
7.00% (Base Rate + 6.00%) |
|
4/20/2021 |
|
495 |
|
495 |
|
490 |
|
|
| |||
|
|
|
|
|
|
|
|
|
20,095 |
|
19,902 |
|
19,894 |
|
2.46 |
% | |||
|
Sierra Hamilton LLC / Sierra Hamilton Finance, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Energy |
|
First lien(2) |
|
12.25% |
|
12/15/2018 |
|
25,000 |
|
25,000 |
|
17,750 |
|
|
| |||
|
|
|
First lien(3) |
|
12.25% |
|
12/15/2018 |
|
2,660 |
|
1,994 |
|
1,889 |
|
|
| |||
|
|
|
|
|
|
|
|
|
27,660 |
|
26,994 |
|
19,639 |
|
2.43 |
% | |||
|
Novitex Acquisition, LLC (fka ARSloane Acquisition, LLC) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
First lien(2) |
|
7.50% (Base Rate + 6.25%) |
|
7/7/2020 |
|
19,850 |
|
19,512 |
|
18,858 |
|
2.33 |
% | |||
|
First American Payment Systems, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Second lien(2) |
|
10.75% (Base Rate + 9.50%) |
|
4/12/2019 |
|
18,643 |
|
18,396 |
|
18,549 |
|
2.29 |
% | |||
|
AgKnowledge Holdings Company, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Second lien(2) |
|
9.25% (Base Rate + 8.25%) |
|
7/23/2020 |
|
18,500 |
|
18,338 |
|
17,792 |
|
2.20 |
% | |||
|
Vertafore, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
9.75% (Base Rate + 8.25%) |
|
10/27/2017 |
|
13,855 |
|
13,850 |
|
14,045 |
|
|
| |||
|
|
|
Second lien(3) |
|
9.75% (Base Rate + 8.25%) |
|
10/27/2017 |
|
2,000 |
|
2,016 |
|
2,028 |
|
|
| |||
|
|
|
|
|
|
|
|
|
15,855 |
|
15,866 |
|
16,073 |
|
1.99 |
% | |||
|
Permian Tank & Manufacturing, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Energy |
|
First lien(2) |
|
10.50% |
|
1/15/2018 |
|
24,357 |
|
24,525 |
|
15,710 |
|
1.94 |
% | |||
|
MailSouth, Inc. (d/b/a Mspark) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Media |
|
First lien(2) |
|
6.75% (Base Rate + 5.00%) |
|
12/14/2016 |
|
15,956 |
|
15,533 |
|
15,079 |
|
1.87 |
% | |||
|
GSDM Holdings Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Healthcare Services |
|
Subordinated(4) |
|
10.00% |
|
6/23/2020 |
|
15,000 |
|
14,869 |
|
14,710 |
|
1.82 |
% | |||
|
Vision Solutions, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
9.50% (Base Rate + 8.00%) |
|
7/23/2017 |
|
14,000 |
|
13,972 |
|
14,000 |
|
1.73 |
% | |||
|
SW Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Second lien(4) |
|
9.75% (Base Rate + 8.75%) |
|
12/30/2021 |
|
13,500 |
|
13,365 |
|
13,365 |
|
1.65 |
% | |||
|
American Tire Distributors, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Distribution & Logistics |
|
Subordinated(3) |
|
10.25% |
|
3/1/2022 |
|
10,000 |
|
10,000 |
|
10,725 |
|
1.33 |
% | |||
The accompanying notes are an integral part of these consolidated financial statements.
New Mountain Finance Corporation
Consolidated Schedule of Investments (Continued)
June 30, 2015
(in thousands, except shares)
(unaudited)
|
Portfolio Company, Location and |
|
Type of |
|
Interest Rate |
|
Maturity |
|
Principal |
|
Cost |
|
Fair |
|
Percent |
| |||
|
PowerPlan Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Second lien(2) |
|
10.75% (Base Rate + 9.75%) |
|
2/23/2023 |
|
$ |
10,000 |
|
$ |
9,903 |
|
$ |
9,900 |
|
1.22 |
% |
|
Smile Brands Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Healthcare Services |
|
First lien(2) |
|
7.50% (Base Rate + 6.25%) |
|
8/16/2019 |
|
12,251 |
|
12,125 |
|
9,382 |
|
1.16 |
% | |||
|
Harley Marine Services, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Distribution & Logistics |
|
Second lien(2) |
|
10.50% (Base Rate + 9.25%) |
|
12/20/2019 |
|
9,000 |
|
8,856 |
|
8,910 |
|
1.10 |
% | |||
|
Vitera Healthcare Solutions, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
First lien(2) |
|
6.00% (Base Rate + 5.00%) |
|
11/4/2020 |
|
1,970 |
|
1,954 |
|
1,976 |
|
|
| |||
|
|
|
Second lien(2) |
|
9.25% (Base Rate + 8.25%) |
|
11/4/2021 |
|
7,000 |
|
6,911 |
|
6,895 |
|
|
| |||
|
|
|
|
|
|
|
|
|
8,970 |
|
8,865 |
|
8,871 |
|
1.10 |
% | |||
|
QC McKissock Investment, LLC(17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
McKissock, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education |
|
First lien(2) |
|
7.50% (Base Rate + 6.50%) |
|
8/5/2019 |
|
4,899 |
|
4,857 |
|
4,795 |
|
|
| |||
|
|
|
First lien(2) |
|
7.50% (Base Rate + 6.50%) |
|
8/5/2019 |
|
3,163 |
|
3,136 |
|
3,096 |
|
|
| |||
|
|
|
First lien(2)(11)—Drawn |
|
7.50% (Base Rate + 6.50%) |
|
8/5/2019 |
|
576 |
|
571 |
|
564 |
|
|
| |||
|
|
|
|
|
|
|
|
|
8,638 |
|
8,564 |
|
8,455 |
|
1.05 |
% | |||
|
TTM Technologies, Inc.** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Products |
|
First lien(2) |
|
6.00% (Base Rate + 5.00%) |
|
5/31/2021 |
|
8,000 |
|
7,723 |
|
7,970 |
|
0.99 |
% | |||
|
Brock Holdings III, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Industrial Services |
|
Second lien(2) |
|
10.00% (Base Rate + 8.25%) |
|
3/16/2018 |
|
7,000 |
|
6,943 |
|
6,790 |
|
0.84 |
% | |||
|
Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Federal Services |
|
First lien(2) |
|
9.00% (Base Rate + 7.50%) |
|
4/21/2017 |
|
6,909 |
|
6,867 |
|
6,426 |
|
0.79 |
% | |||
|
Immucor, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Healthcare Services |
|
Subordinated(2)(9) |
|
11.13% |
|
8/15/2019 |
|
5,000 |
|
4,959 |
|
5,325 |
|
0.66 |
% | |||
|
Packaging Coordinators, Inc.(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Healthcare Products |
|
Second lien(3) |
|
9.00% (Base Rate + 8.00%) |
|
8/1/2022 |
|
5,000 |
|
4,955 |
|
4,950 |
|
0.61 |
% | |||
|
GCA Services Group, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Second lien(3) |
|
9.25% (Base Rate + 8.00%) |
|
11/1/2020 |
|
4,000 |
|
3,970 |
|
3,985 |
|
0.49 |
% | |||
|
Sophia Holding Finance LP / Sophia Holding Finance Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Software |
|
Subordinated(3) |
|
9.63% |
|
12/1/2018 |
|
3,500 |
|
3,502 |
|
3,557 |
|
0.44 |
% | |||
|
York Risk Services Holding Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Business Services |
|
Subordinated(3) |
|
8.50% |
|
10/1/2022 |
|
3,000 |
|
3,000 |
|
2,654 |
|
0.33 |
% | |||
|
Synarc-Biocore Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Healthcare Services |
|
Second lien(3) |
|
9.25% (Base Rate + 8.25%) |
|
3/10/2022 |
|
2,500 |
|
2,478 |
|
2,313 |
|
0.29 |
% | |||
|
Education Management Corporation(22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education Management II LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Education |
|
First lien(2) |
|
5.50% (Base Rate + 4.50%) |
|
7/2/2020 |
|
250 |
|
237 |
||||||||