Good day, and welcome to the New Mountain Finance Corporation Third Quarter 2020 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to CEO, Rob Hamwee. Please go ahead.

Thank you, and good morning, everyone, and welcome to New Mountain Finance Corporation's third quarter earnings call for 2020. 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. Before diving into the business update, we do want to recognize that we continue to live through a public health crisis that is taking a significant human toll on our community across our country and around the globe. We hope that everyone is staying safe and that you and your families remain in good health. Turning to business, 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 4 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 to 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 will 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 4 of the slide presentation. Steve?

Thanks, Shiraz. It's great to be able to speak to all of you today as both the Chairman of NMFC and as a fellow shareholder. New Mountain as an organization has always sought to explicitly emphasize downside safety and risk controls as well as upside returns, and therefore has emphasized defensive growth industries that can best survive unexpected market downturns. New Mountain started with private equity 20 years ago and now manages over $28 billion of assets, including both private equity and credit. Risk control was part of our founding mission. Happily, we have never had a private equity portfolio company bankruptcy or missed an interest payment in the history of our private equity efforts. Similarly, as of today, we have had only $74 million of realized default losses for just a 0.3% loss rate on the over $12 billion of total debt we have bought since beginning our credit arm in 2008. Meanwhile, we have had significant gains both in private equity and credit. NMFC has paid $810 million in total cash dividends since NMFC went public in 2011 or about $13.27 of dividends per share in all. As investment managers, our general belief is that the greatest mistakes in private equity or credit come when the industry melts beneath you. We have sought to avoid such mistakes by being focused on our sector deep dive process where we proactively identify and study sectors years in advance of making investments so that we understand the dynamics of the industry well. I believe NMFC was built with defensive growth industries and risk control in mind long before COVID hit. 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…

Thank you, Steve. While key quarterly highlights and our standard review of NMFC are detailed on Pages 5 and 6, respectively, once again, this quarter I would like to focus my time on getting into more detail on the crisis' impact on asset quality, net asset value and leverage migration and net investment income. As detailed on Page 7, in order to assess how the crisis is impacting our borrowers, throughout the quarter, we have had extensive conversations with both company management and sponsors. Based on those discussions, we have updated each portfolio company scores on the 2 metrics we use to generate our overall risk rating. As a reminder, the first metric, COVID exposure, ranks from 1 to 4, the degree to which a company is currently being directly impacted by COVID. The second metric, overall company strength, is a combination of 3 sub-metrics: pre-COVID business performance, liquidity and balance sheet strength and sponsor support, which we rank on a scale of A to C. Based on our rankings for the 2 metrics and the resulting risk rating for each company, we once again plotted the overall portfolio accordingly to create the risk rating heat maps. The updated heat maps show that risk migration has been stable, as summarized on Pages 8 and 9. The vast majority of negative migration is from 3 of our weaker green credits moving to yellow as COVID impacts rippled through their trailing numbers. Looking forward, we see stability in these names and would not expect further negative migration. Conversely, the largest driver of positive migration is a dramatic move from red to green as one of our specialty dental businesses fully reopened and has already achieved monthly operating results consistent with pre-COVID levels as well as receiving increased sponsor support. On balance, we…

Thanks, Rob. Since our last call, direct lending market conditions have continued to improve. Deal flow was sluggish throughout the summer, but has shown signs of improvement supported by add-on M&A activity for existing portfolio of companies along with select new sponsor-backed buyouts. Our forward pipeline continues to build week-over-week, leading us to believe that we could see a flurry of post-election deal activity. Secondary trading levels in the broader sub investment-grade credit markets, which we view as a gauge of market health, have nearly returned to pre-COVID levels. Most loans made to companies in our core defensive growth sectors, such as software, health care technology and technology-enabled business services, are performing particularly well. Going forward, these sectors should continue to attract capital as investors seek to maximize exposure to COVID-resistant companies that can do well even in uncertain times. Overall, we believe that spreads in the private credit market continue to be attractive on a relative basis compared to virtually all other yield-oriented options, many of which offer less yield today than in pre-COVID times. Turning to Page 14. 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 with our liabilities evenly split between fixed and floating rate instruments. As of our last call in July, 3-month LIBOR was 25 basis points. Since then, it has been flat at approximately 22 basis points today. While this low LIBOR level has pressured our earnings, NMFC has benefited from 1% LIBOR floors on 76% of its assets. Given where rates are today, there is extremely limited downside from further negative base rate movements. Conversely, if base rates exceed 1%, NMFC's earnings will be positively leveraged to any increase above that level. Page…

Thank you, John. For more details on our financial results and today's commentary, please refer to the Form 10-Q that was filed last evening with the SEC. Now I'd like to turn your attention to Slide 24. The portfolio had over $2.9 billion in investments at fair value at September 30, 2020, and total assets of $3 billion. We have total liabilities of $1.8 billion, of which total statutory debt outstanding was $1.5 billion, excluding $300 million of drawn SBA-guaranteed debentures. Net asset value of $1.2 billion or $12.24 per share was up $0.61 from the prior quarter. As of September 30, our statutory debt-to-equity ratio was 1.27:1. And as mentioned, net of available cash on the balance sheet, the pro forma leverage would be 1.24:1. On Slide 25, we show our historical leverage ratios and our historical NAV adjusted for the cumulative impact of special dividends. On Slide 26, 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, 2020, we earned total investment income of $65.3 million, a $2.4 million decrease from the prior quarter due to the full quarter impact of our deleveraging program last quarter, lower base rates and a lower fee income quarter. Total net expenses were approximately $36.5 million, a $2.3 million decrease due primarily to lower debt service costs from the client base rates and less average debt outstanding. To cover our shortfall in pre-incentive fee operating income, the investment adviser waived a portion of its incentive fee this quarter. Also, as in prior quarters, the investment…

Thanks, Shiraz. In closing, we are increasingly 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 serve us well as the uncertain environment likely to characterize upcoming quarters. While risks are more elevated than in the past and we cannot unequivocally discount more challenging scenarios, we believe our model is well suited for the current environment. We once again thank you for your continuing support and interest in these difficult times, 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?

[Operator Instructions] Our first question comes from Bryce Rowe with National Securities.

Just a few questions here. You all mentioned the, I guess, the upcoming maturities possibly tied to those credits in that orange or red risk rating area. Maybe if you could just kind of provide a little bit of color around that comment, kind of size and maturity, when those maturities occur? And are there challenges around it? Or do you see it as an opportunity?

Yes. Sorry, Bryce. I'm not exactly sure what you're referring to. The maturities in orange and red credits?

Yes, you guys noted -- go ahead, sorry, Rob.

No, I was just going to say that maybe -- apologize if we misspoke on the call. There are no -- I'm just looking at them. There are no material maturities on those items, and some of them are already restructured, right? So that's -- and then the ones that are current pay are not -- we don't have near-term or medium-term maturities there. So I'm sorry if there was misunderstanding about that.

It's okay. Yes, I might have just misheard the comment around the opportunity to recoup the, I guess, $0.19 of NAV within that orange and red -- in the orange and red buckets.

Yes. No, that's just -- that's really more just a question of as a -- look, I think the point was as they get towards maturity, we do not believe the majority of those are the current pay ones or even many of them or any of them potentially are going to actually default. So we'd expect them, as things get better, maybe it's over the next 3, 4 years, we'd expect the values to accrete towards par. That was the point.

Okay. Fair enough. Fair enough. Sorry for that. Then Rob, I wanted to, I guess, ask about the comments you made about possibly seeing some activity around sale activity within the portfolio and what that might mean in terms of your flexibility, your balance sheet flexibility, and how you're thinking about possibly using those proceeds if, in fact, sales do occur.

Yes. And it's something we are obviously monitoring closely. I mean in general, it's a function of really 2 things, of, one, the overall M&A market unfreezing. We're seeing that in a very material way both on our own private equity side as well as with our sponsor clients and within our own portfolio. And then two, it's a function of we're skewed towards the types of businesses that are most likely to trade, things that are doing very well in COVID like enterprise software, health care, IT, et cetera. So our expectation is we will have some material repayments in the coming months. And then depending on how the world is trending, whether we use that to further delever or we use that for reinvestment or -- that's what we'll be monitoring. And it's really going to be a function of where -- what our assessment of risk is as well as what the opportunity set looks like relative to the market conditions and the operating conditions.

Got it. Okay. And then one more follow-up on the comment you made about the dental practice moving from red to green. And obviously, you've had some migration within the retail health care names that are in the portfolio over the course of second quarter to third quarter. So curious, what was the factor that moved that particular one from red to green? And then what are you seeing within the other retail health care names that are either keeping them stuck in a particular yellow or orange category versus moving in to a higher rating?

Right. So the one that moved that dramatically was a northeastern-centric DPM focused on specialty treatments. And because northeastern obviously skewed towards New York City and Boston and areas around there, it was totally locked down through May and even early June. So red because it was closed, right, as we got -- as we did the rating in June for Q2. And frankly, it wasn't totally clear how supportive the sponsor was and how the balance sheet would play out with no cash coming in, no revenue coming in. So it was properly red in June. Fast forward to September, it began to reopen in late June, really ramped up quite strongly in July and through August. And by August, not only was it fully open, but it was fully utilized. And in fact, some efficiencies were put through the operation such that margins actually went up. And so we were looking at monthly numbers and weekly numbers that were stronger in August, September than pre-COVID numbers. So from an operating perspective from a COVID impact, it really migrated all the way from Tier 1 to Tier 3. So still modestly impacted. But based on the numbers, it was really no longer being meaningfully impacted by COVID. So that moved Tier 1 to Tier 3. And then the sponsor did do some supportive things which migrated it from a C to a B. And that's why just mechanically, it wound up migrating, as you see on Page 9 of the earnings presentation. Now there are other retail medicine folks that just -- have done -- they've all generally improved, but not to that degree. And we just -- we try to call the balls and strikes as we see them. And so some are still operating at 80% or 90% of utilization or maybe haven't had the ability to install operating efficiencies yet or maybe the sponsors or the balance sheet quality is stable but not improving the way this one was. So those are the kind of case-by-case differences that drive the various bottoms-up risk ratings.

Got it. Okay. That's helpful, Rob, and good to see the NAV recovery and keep up the good work.

[Operator Instructions] Our next question comes from Finian O'Shea with Wells Fargo.

Just first of all, a question on the incentive fee waiver. I think that's the first one we've seen in a while. Can you give us a little color on the input there? Is that -- was that dividend related or some other portfolio income related to that?

Yes. I mean it's really in keeping with our goal to make sure the NII is [indiscernible] the current dividend rate. And [ that number ] was about $0.5 million, but we want to make sure we're earning our dividend every quarter. And that's kind of all that boils down.

Yes. That makes sense. And Edmentum is -- understanding you've -- that's been a business that you've worked on for a long time and it's working out great, which is great for everybody. What's your sort of updated view on holding that, imagining that that's more movable at this point judging by the marks and everything? Is -- do you view that as like equity that you would like to move? Or do you view that as an investment that you want to continue to hold?

I think -- it's a good question, and I think the answer is somewhere in the middle, that I think we'd like to maybe take some chips off the table, recapitalize the balance sheet, maybe bring in a partner. But at the same time, we do think there's very significant upside from here that you probably wouldn't quite get until you show the sustainability of the earnings trend, which we absolutely believe in. And so we may elect to hold some exposure for another period of time to get the benefit of that incremental value gain. So somewhere in the middle there, Fin, if that makes sense.

It does. And final question on the, I believe, post-quarter CLO business you all launched. Is that part of your group, Rob, the private credit? Will that be in your co-investment for private transactions? Or will that be completely distinct focused on BSL and so forth efforts for New Mountain?

Yes. I mean it's within the broader credit platform, but it's totally distinct from anything we're doing in public [indiscernible] or in private credit, generally. It's a very, initially at least, a BSL-focused strategy. And we brought in a senior executive to have day-to-day management of that. Obviously, John and I and the rest of the team are very involved, and the industrial logic is still the same. We're still recognizing that we have to have a little bit more industry diversity there, but we are still skewing as much as possible given CLO constraints towards the business areas that we know and love. And we're still utilizing the intellectual capital of the broader firm to underwrite the credit there. So we think we can, again, have a differentiated credit track record there. But to be very clear, totally separate. We're not funding the equity out of the BDC, and none of that is either happening or intended to or will happen.

Can that co-invest -- what's -- obviously, the market's becoming more gray on lightly syndicated in club. There's a lot of stuff -- a lot of transactions you all do that are technically syndicated but, say, in the second lien or something. You were obviously a big part of the club and played or contributed a lot to the thought and the structuring at least "behind the scenes". Are those eligible -- like, because they were syndicated, would those be eligible to co-invest given that you can -- they can pass this like because they're syndicated by an arranger that New Mountain only invested as it related to price? Well, like, is there a gray area in some of the strategies that New Mountain BDC utilizes that could be co-investment friendly with the CLOs?

Yes. I do think that's possible over time. I think it will be a very small minority. But I do think it's definitely possible that the CLO could have $2 million of a $30 million or $80 million, whatever it may be, overall hold just like we share things between NMFC and our guardian funds. Again, I think it will be a few and far between, but sure. I mean we're not adverse subject to all the co-investment restrictions, if it makes sense to share an asset across NMFC regarding funds and maybe CLO.

And Fin, this is John. I just want to add one thing. Really -- as our businesses stand today, we really view the market as incredibly different. So when we're going out to pitch our CLO, the average tranche size in our CLO is, I believe, 1.2 billion to 1.4 billion, and the average spreads are in the [ L 200, L 300 ]. So we just view it as a complementary product to our core direct lending strategy. But right now, as Rob said, there's just not a lot of overlap, which is good, between what we're trying to do in building our CLO business and what we are doing in our core private credit business.

[Operator Instructions] Our next question comes from Paul Johnson with KBW.

So it feels like the deleveraging is pretty much behind us at this point for now. The portfolio has been recovering, and you guys obviously paid down some debt last quarter. I'm just curious, so what is the plan for -- as far as assessing new companies? I mean is that something that you're actively looking for right now? Or is the focus more sort of on your existing borrowers and perhaps even preserving -- continuing to preserve liquidity?

Yes. I think it's less -- I think we've got plenty of liquidity. It's really less about liquidity. It's more about leverage ratio and given the desire to manage within that 1.0 to 1.25x and we're kind of right at the high end of that right now. I think it will be -- there's absolutely transactions coming that we think are interesting, and we're in the market because we have other pockets of capital. So I think it will really be a function of does -- do the repayments that come in, again, depending on how the world continues to play out, do we want to use the next X million dollars to delever a little bit more? Or do we want to use that to invest in the new assets? So we're definitely in the market, and we'll be judicious about redeploying our return capital, probably some combination of a little bit of incremental deleveraging and/or and some selective new deals.

Okay. Sure. That makes sense. And the next question was on your -- the net lease [ business model ]. I'm just kind of curious like how that has performed in this environment. I mean it appears to be holding up [ relatively well ]. How are you evaluating new opportunities in that business? Is that something you're still looking to grow? Any sort of commentary there would also be helpful.

Yes, absolutely. Yes. The net lease portfolio has held up very well, obviously, with -- that's the one place in the portfolio where we have duration because those are long-lived fixed rate cash streams. So the collapse in interest rates has obviously brought cap rates down, and therefore valuation is up. So we're obviously very happy to have that exposure. And we will continue, at small scale, to commit alongside. We do have a dedicated net lease fund, as we've talked about in the past. And on selective opportunities there, we'll continue to build out that portfolio in a diversified way with smaller tickets. But we do continue to like that business very much and think there are some -- will continue to be good opportunities there. And most importantly, the existing portfolio is performing quite well.

Okay. And my last question, I'm just wondering, so for your Tier 1 and 2 companies that you guys break out, is any part of that classification or optimism for recovering, is any of that contingent upon additional stimulus programs or any kind of additional support for those companies coming from the government?

No. No. That is -- there's no [ tie in ] there.

Our next question comes from Art Winston with Pilot Advisors.

Thank you on behalf of all shareholders besides myself for your performance. It's really terrific. And thank you for the great disclosure. I just had 2 questions. The first one is I assume that there's very little opportunity to reduce interest expense other than by paying down debt, if that's the case.

Yes, thank you for the nice comments. Appreciate that. And yes, I mean, we have benefited to some degree by the decline in base rates across our variable rate credit facilities. But I think you're right. At this point, there's not much opportunity there given how far base rates have come down. And so yes, beyond deleveraging, I wouldn't expect interest expense to decline materially from here. I think that's a fair observation.

And from what you said, the probability of increasing the asset portfolio over the next 4 or 5 months is not great. It's like 50-50 as to whether you could make enough investments to increase the size of the portfolio?

Yes. I think that's right. I think the portfolio is probably likely to stay at a similar size, and I think we'll -- new investments will likely be funded by repayment of older investments, which obviously would leave the portfolio overall at the same size. So I think that's a fair takeaway, yes.

[Operator Instructions] This concludes the question-and-answer session. I would like to turn the conference back over to Rob Hamwee for any closing remarks.

Thanks, operator. Well, thank you, everyone. Again, challenging times for sure, but it does feel like things are improving. We remain very optimistic about our prospects going forward and look forward to staying in touch and talking on our next call. Take care. Buh-bye now.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.