Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Price Range of Common Stock and Distributions
New Mountain Finance Corporation's ("NMFC", the "Company", "we", "us" or "our") common stock is traded on the NASDAQ Global Select Market ("NASDAQ") under the symbol "NMFC". The following table sets forth the net asset value ("NAV") per share of our common stock, the high and low closing sale price for our common stock, the closing sale price as a percentage of NAV and the quarterly distributions per share for each fiscal quarter for the years ended December 31, 2021 and December 31, 2020.
Closing Sales Price (2)
Fiscal Year Ended NAV Per Share (1) High Low Premium (Discount) of High Closing Sales Price to NAV (3) Premium (Discount) of Low Closing Sales Price to NAV (3) Declared Distributions Per Share (4)(5)
December 31, 2021
Fourth Quarter $ 13.49 $ 14.07 $ 13.14 4.30 % (2.59) % $ 0.30
Third Quarter $ 13.26 $ 13.65 $ 12.83 2.94 % (3.24) % $ 0.30
Second Quarter $ 13.33 $ 13.68 $ 12.55 2.63 % (5.85) % $ 0.30
First Quarter $ 12.85 $ 13.39 $ 11.36 4.20 % (11.60) % $ 0.30
December 31, 2020
Fourth Quarter $ 12.62 $ 12.16 $ 9.07 (3.65) % (28.13) % $ 0.30
Third Quarter $ 12.24 $ 10.61 $ 8.81 (13.32) % (28.02) % $ 0.30
Second Quarter $ 11.63 $ 10.45 $ 5.02 (10.15) % (56.84) % $ 0.30
First Quarter $ 11.14 $ 14.44 $ 5.15 29.62 % (53.77) % $ 0.34
(1) NAV is determined as of the last date in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2) Closing sales price is determined as the high or low closing sales price noted within the respective quarter, not adjusted for distributions.
(3) Calculated as of the respective high or low closing sales price divided by the quarter end NAV.
(4) Represents the distributions declared or paid for the specified quarter.
(5) Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year.
As of February 24, 2022, we had twelve stockholders of record and one beneficial owner whose shares are held in the names of brokers, dealers, funds, trusts and clearing agencies.
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. Since our initial public offering on May 19, 2011, our shares of common stock have traded at times at both a discount and a premium to the net assets attributable to those shares. As of February 24, 2022, our shares of common stock traded at a discount of approximately 1.3% of the NAV attributable to those shares as of December 31, 2021. It is not possible to predict whether the shares offered hereby will trade at, above, or below NAV.
Distributions
We intend to pay quarterly distributions to our stockholders in amounts sufficient to maintain our status as a regulated investment company ("RIC"). We intend to distribute approximately our entire net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment. The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital, which is a return of a portion of a stockholders original investment in our common stock, for United States ("U.S.") federal income tax purposes. Generally, a return of capital will reduce an
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investor's basis in our stock for U.S. federal income tax purposes, which will result in a higher tax liability when the stock is sold. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year.
We maintain an "opt out" dividend reinvestment plan on behalf of our stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of our common stock, unless the stockholder elects to receive cash.
We apply the following in implementing the dividend reinvestment plan. If the price at which newly issued shares are to be credited to stockholders' accounts is equal to or greater than 110.0% of the last determined NAV of the shares, we will use only newly issued shares to implement the dividend reinvestment plan. Under such circumstances, the number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our common stock on the NASDAQ on the distribution payment date. Market price per share on that date will be the closing price for such shares on the NASDAQ or, if no sale is reported for such day, the average of their electronically reported bid and ask prices.
If the price at which newly issued shares are to be credited to stockholders' accounts is less than 110.0% of the last determined NAV of the shares, we will either issue new shares or instruct the plan administrator to purchase shares in the open market to satisfy the additional shares required. Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market. The number of shares of our common stock to be outstanding after giving effect to payment of the distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated. See Item 8.—Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies for discussion on our distributions policy in this Annual Report on Form 10-K for additional information.
Unregistered Sales of Equity Securities
We did not engage in unregistered sales of equity securities during the year ended December 31, 2021.
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Issuer Purchases of Equity Securities
Dividend Reinvestment Plan
During the year ended December 31, 2021, as part of our dividend reinvestment plan for our common stockholders, our dividend reinvestment plan administrator purchased 167,473 shares of our common stock for $2.2 million in the open market in order to satisfy the reinvestment portion of our distribution.
The following table outlines purchases by our dividend reinvestment administrator of our common stock for this purpose during the year ended December 31, 2021.
(in thousands, except shares and per share data) Total Number of Weighted Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the
Period Shares Purchased Paid Per Share or Programs Plans or Programs
January 2021 — $ — — $ —
February 2021 — — — —
March 2021 — — — —
April 2021 88,931 12.66 — —
May 2021 — — — —
June 2021 — — — —
July 2021 — — — —
August 2021 — — — —
September 2021 — — — —
October 2021 78,542 13.47 — —
November 2021 — — — —
December 2021 — — — —
Total 167,473 $ 13.04 — $ —
Stock Repurchase Program
On February 4, 2016, our board of directors authorized a program for the purpose of repurchasing up to $50.0 million worth of our common stock (the "Repurchase Program"). Under the Repurchase Program, we were permitted, but were not obligated to, repurchase our outstanding common stock in the open market from time to time, provided that we complied with our code of ethics and the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including certain price, market volume and timing constraints. In addition, any repurchases were conducted in accordance with the 1940 Act. On December 22, 2021, our board of directors extended our Repurchase Program and we expect the Repurchase Program to be in place until the earlier of December 31, 2022 or until $50.0 million of outstanding shares of common stock have been repurchased. To date, approximately $2.9 million of common stock has been repurchased by us under the Repurchase Program. We did not repurchase any shares of our common stock under the Repurchase Program during the year ended December 31, 2021.
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Stock Performance Graph
This graph compares the return on our common stock with that of the Standard & Poor's 500 Total Return Index ("S&P 500 TR") and the Russell 2000 Index Total Return ("Russell 2000 TR") as we do not believe that there is an appropriate index of companies with an investment strategy similar to our own with which to compare the return on our common stock, for the period May 19, 2011 (commencement of operations) to December 31, 2021. The graph assumes that, on May 19, 2011, a person invested $100 in each of our common stock, the S&P 500 TR and the Russell 2000 TR. The graph measures total stockholder return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are invested in like securities.
The graph and other information furnished under this Part II, Item 5 of this Annual Report on Form 10-K shall not be deemed to be "soliciting material" or to be filed with the U.S. Securities and Exchange Commission (the "SEC") or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. The stock price performance included in the above graph is not necessarily indicative of future stock performance.
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Fees and Expenses
The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Annual Report on Form 10-K contains a reference to fees or expenses paid by "you", "NMFC", or "us" or that "we", "NMFC", or the "Company" will pay fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, you will indirectly bear such fees or expenses as an investor in us. However, you will not be required to deliver any money or otherwise bear personal liability or responsibility for such fees or expenses.
Stockholder transaction expenses:
Sales load (as a percentage of offering price) N/A (1)
Offering expenses borne by us (as a percentage of offering price) N/A (2)
Dividend reinvestment plan expenses (per sales transaction fee) $ 15.00 (3)
Total stockholder transaction expenses (as a percentage of offering price) — %
Annual expenses (as a percentage of net assets attributable to common stock)
Base management fees 4.01 % (4)
Incentive fees payable under the Investment Management Agreement 2.25 % (5)
Interest payments on borrowed funds 4.85 % (6)
Other expenses 0.73 % (7)
Acquired fund fees and expenses 1.15 % (8)
Total annual expenses 12.99 % (9)
Base management fee waiver (0.99) % (10)
Incentive fee waiver — % (11)
Total annual expenses after the base management fee waiver 12.00 % (9)(10)
(1) If applicable, the prospectus or prospectus supplement relating to an offering of our common stock will disclose the applicable sales load.
(2) The prospectus supplement corresponding to each offering will disclose the applicable estimated amount of offering expenses of the offering and the offering expenses borne by us as a percentage of the offering price.
(3) If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant's account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. The expenses of the dividend reinvestment plan are included in "other expenses." The plan administrator's fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan. See Item 8—Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies in this Annual Report on Form 10-K for additional details regarding our dividend reinvestment plan.
(4) The base management fee as of November 1, 2021 pursuant to Amendment No. 1 to the Investment Management Agreement is based on an annual rate of 1.4% of our average gross assets for the two most recent quarters, which equals our total assets on the Consolidated Statements of Assets and Liabilities less cash and cash equivalents. Prior to November 1, 2021, pursuant to the Investment Management Agreement, the base management fee was calculated at an annual rate of 1.75% of our average gross assets for the two most recent quarters less (i) the borrowings under the New Mountain SPV Funding LLC Loan and Security Agreement, as amended and restated, dated October 27, 2020 (the "SLF Credit Facility") and (ii) cash and cash equivalents. We have not invested, and currently do not invest, in derivatives. To the extent we invest in derivatives in the future, we will use the actual value of the derivatives, as reported on our Consolidated Statements of Assets and Liabilities, for purposes of calculating our base management fee. The base management fee reflected in the table above is based on the year ended December 31, 2021 and is calculated without deducting any management fees waived.
(5) Assumes that annual incentive fees earned by the Investment Adviser remain consistent with the gross incentive fees earned by the Investment Adviser during the year ended December 31, 2021 and calculated without deducting any incentive fees waived. As of December 31, 2021, we did not have a capital gains incentive fee accrual. As we cannot
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predict whether we will meet the thresholds for incentive fees under the Investment Management Agreement, the incentive fees paid in subsequent periods, if any, may be substantially different than the fees incurred during the year ended December 31, 2021. For more detailed information about the incentive fee calculations, see Item 1 — Business — Investment Management Agreement in this Annual Report on Form 10-K.
(6) We may borrow funds from time to time to make investments to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities or if the economic situation is otherwise conducive to doing so. The costs associated with these borrowings are indirectly borne by our stockholders. As of December 31, 2021, we had $545.3 million, $127.2 million, $226.3 million, $201.2 million, $511.5 million, $300.0 million and $15.2 million of indebtedness outstanding under the Holdings Credit Facility, the NMFC Credit Facility, the DB Credit Facility, the Convertible Notes, the Unsecured Notes, the SBA-guaranteed debentures and the NMNLC Credit Facility II, respectively. Under the NMFC Credit Facility, we may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2021, we had borrowings denominated in British Pound Sterling ("GBP") of £16.4 million that has been converted to United States dollars. For purposes of this calculation, we have assumed the December 31, 2021 amounts outstanding under the Holdings Credit Facility, NMFC Credit Facility, DB Credit Facility, Convertible Notes, Unsecured Notes, SBA-guaranteed debentures and NMNLC Credit Facility II, and have computed interest expense using an assumed interest rate of 2.0% for the Holdings Credit Facility, 2.2% for the NMFC Credit Facility, 2.8% for the DB Credit Facility, 5.8% for the Convertible Notes, 4.7% for the Unsecured Notes, 2.7% for the SBA-guaranteed debentures and 3.1% for the NMNLC Credit Facility II, which were the rates payable as of December 31, 2021. See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Borrowings in this Annual Report on Form 10-K.
(7) "Other expenses" include our overhead expenses, including payments by us under the Administration Agreement based on the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement. Pursuant to the Administration Agreement, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. This expense ratio is calculated without deducting any expenses waived or reimbursed by the Administrator. For the year ended December 31, 2021, the indirect administrative expenses that our Administrator did not waive of approximately $2.6 million represented approximately 0.08% of our gross assets. See Item 8 — Financial Statements and Supplementary Data — Note 5. Agreements in this Annual Report on Form 10-K.
(8) The holders of shares of our common stock indirectly bear the expenses of our investment in NMFC Senior Loan Program III ("SLP III") and NMFC Senior Loan Program IV ("SLP IV"). As SLP III and SLP IV are structured as private joint ventures, no management fees are paid by SLP III and SLP IV. Future expenses for SLP III and SLP IV may be substantially higher or lower because certain expenses may fluctuate over time.
(9) The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.
(10) Effective as of and for the quarter ended March 31, 2021 through the quarter ending December 31, 2022, the Investment Adviser entered into a fee waiver agreement (the “Fee Waiver Agreement”) pursuant to which the Investment Adviser will waive base management fees in order to reach a target base management fee of 1.25% on gross assets (the “Reduced Base Management Fee”) as opposed to our then-current (i.e, prior to Amendment No. 1) base management fee of 1.75% on gross assets less the borrowings under the SLF Credit Facility and less cash and cash equivalents. On November 2, 2021, the Investment Adviser extended the term of the Fee Waiver Agreement to be effective through the quarter ended December 31, 2023, rather than the quarter ended December 31, 2022. If, for any quarterly period during the term of the Fee Waiver Agreement, the Reduced Base Management Fee would be greater than the base management fee calculated under the terms of the Investment Management Agreement, as amended by Amendment No. 1 (i.e., 1.4% of our gross assets), the Investment Adviser shall only be entitled to the lesser of those two amounts. The Investment Adviser cannot recoup management fees that the Investment Adviser has previously waived. The base management fee waiver reflected in the table above is based on the base management fees waived during the year ended December 31, 2021. See Item 8 — Financial Statements and Supplementary Data — Note 5. Agreements in this Annual Report on Form 10-K.
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Example
The following example, required by the SEC, demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our borrowings and annual operating expenses would remain at the levels set forth in the table above. See footnote 6 above for additional information regarding certain assumptions regarding our level of leverage.
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return without realization of any capital gains $ 107 $ 302 $ 474 $ 816
The example should not be considered a representation of future expenses, and actual expenses may be greater or less than those shown.
While the example assumes, as required by the applicable rules of the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. The incentive fee under the Investment Management Agreement, which, assuming a 5.0% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the above example. The above illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher. For example, if we assumed that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative unrealized depreciation on our investments, the projected dollar amount of total cumulative expenses set forth in the above illustration would be as follows:
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return completely in the form of net realized capital gains $ 116 $ 325 $ 504 $ 851
The example assumes no sales load. In addition, while the examples assume reinvestment of all distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the dividend payment date. The market price per share of our common stock may be at, above or below net asset value. See Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Reinvestment Plan in this Annual Report on Form 10-K for additional information regarding the dividend reinvestment plan.
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Financial Highlights
The following information sets forth NMFC's financial highlights for the years ended December 31, 2021, December 31, 2020, December 31, 2019, December 31, 2018 and December 31, 2017.
Year Ended December 31,
2021 2020 2019 2018 2017
Per share data(1):
Net asset value at the beginning of the period $ 12.62 $ 13.26 $ 13.22 $ 13.63 $ 13.46
Net investment income 1.21 1.20 1.37 1.39 1.38
Net realized and unrealized (losses) gains(2) 0.86 (0.60) 0.03 (0.44) 0.15
Total net increase 2.07 0.60 1.40 0.95 1.53
Distributions declared to stockholders from net investment income (1.20) (1.24) (1.36) (1.36) (1.36)
Net asset value at the end of the period $ 13.49 $ 12.62 $ 13.26 $ 13.22 $ 13.63
Per share market value at the end of the period $ 13.70 $ 11.36 $ 13.74 $ 12.58 $ 13.55
Total return based on market value(3) 31.91 % (5.24) % 20.45 % 2.70 % 5.54 %
Total return based on net asset value(4) 16.97 % 5.52 % 10.90 % 7.16 % 11.77 %
Shares outstanding at end of period 97,907,441 96,827,342 96,827,342 76,106,372 75,935,093
Average weighted shares outstanding for the period 96,952,959 96,827,342 85,209,378 76,022,375 74,171,268
Average net assets for the period $ 1,261,338 $ 1,168,043 $ 1,154,615 $ 1,026,313 $ 1,011,562
Ratio to average net assets:
Net investment income 9.32 % 10.05 % 10.15 % 10.33 % 10.10 %
Total expenses, before waivers/reimbursements 13.11 % 14.56 % 14.87 % 12.90 % 10.23 %
Total expenses, net of waivers/reimbursements 12.05 % 13.39 % 13.80 % 12.22 % 9.45 %
Average debt outstanding—Holdings Credit Facility $ 478,016 $ 526,645 $ 598,129 $ 384,433 $ 345,174
Average debt outstanding—Convertible Notes 201,250 201,250 234,332 197,058 155,250
Average debt outstanding—SBA-guaranteed debentures 300,000 285,852 179,408 158,471 132,572
Average debt outstanding—Unsecured Notes 516,611 453,250 414,949 266,296 117,877
Average debt outstanding—NMFC Credit Facility(5) 132,685 155,497 105,533 117,719 54,853
Average debt outstanding—DB Credit Facility(6) 209,307 233,649 113,967 49,833 —
Average debt outstanding—NMNLC Credit Facility(7) — — 1,471 3,570 —
Average debt outstanding—NMNLC Credit Facility II(8) 3,501 — — — —
Asset coverage ratio(9) 181.21 % 180.68 % 173.98 % 181.37 % 240.76 %
Portfolio turnover 35.33 % 15.43 % 11.58 % 36.75 % 41.98 %
(1) Per share data is based on weighted average shares outstanding for the respective period (except for distributions declared to stockholders which is based on actual rate per share).
(2) Includes the effect of common stock issuances per share, which for the years ended December 31, 2021, December 31, 2020, December 31, 2019, December 31, 2018 and December 31, 2017 were $(0.01), $0.00, $0.08, $0.00 and $0.05, respectively.
(3) Total return is calculated assuming a purchase of common stock at the opening of the first day of the year and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company's dividend reinvestment plan. Total return does not reflect sales load.
(4) Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. Total return does not reflect sales load.
(5) Under the NMFC Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2021, the Company had borrowings denominated in GBP of £16,400 that has been converted to U.S. dollars.
(6) For the year ended December 31, 2018, average debt outstanding represents the period from December 14, 2018 (commencement of the DB Credit Facility) to December 31, 2018. See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Borrowings in this Annual Report on Form 10-K for details.
(7) For the year ended December 31, 2020, average debt outstanding represents the period from January 1, 2020 to September 23, 2020 (maturity of the NMNLC Credit Facility). For the year ended December 31, 2018, average debt outstanding represents the period from September 21, 2018 (commencement of the NMNLC Credit Facility) to December 31, 2018. See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Borrowings in this Annual Report on Form 10-K for details.
(8) For the year ended December 31, 2021, average debt outstanding represents the period from February 26, 2021 (commencement of the NMNLC Credit Facility II) to December 31, 2021.
(9) On November 5, 2014, the Company received exemptive relief from the SEC allowing the Company to modify the asset coverage requirement to exclude the SBA-guaranteed debentures from this calculation.
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The following information sets forth NMFC's financial highlights for the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2012.
Year Ended December 31,
2016 2015 2014 2013 2012
Per share data(1):
Net asset value at the beginning of the period $ 13.08 $ 13.83 $ 14.38 $ 14.06 $ 13.60
Net investment income 1.36 1.38 1.10 — —
Net realized and unrealized gains (losses)(2) 0.38 (0.77) (0.80) — —
Net increase (decrease) in net assets resulting from operations allocated from NMF Holdings:
Net investment income(3) — — 0.44 1.45 1.33
Net realized and unrealized gains (losses)(2)(3) — — 0.19 0.35 0.84
Total net increase 1.74 0.61 0.93 1.80 2.17
Dividends declared to stockholders from net investment income (1.36) (1.36) (1.36) (1.45) (1.28)
Dividends declared to stockholders from net realized gains — — (0.12) (0.03) (0.43)
Net asset value at the end of the period $ 13.46 $ 13.08 $ 13.83 $ 14.38 $ 14.06
Per share market value the end of the period $ 14.10 $ 13.02 $ 14.94 $ 15.04 $ 14.90
Total return based on market value(4) 19.68 % (4.00) % 9.66 % 11.62 % 24.84 %
Total return based on net asset value(5) 13.98 % 4.32 % 6.56 % 13.27 % 16.61 %
Shares outstanding at end of period 69,717,814 64,005,387 57,997,890 45,224,755 24,326,251
Average weighted shares outstanding for the period 64,918,191 59,715,290 51,846,164 35,092,722 14,860,838
Average net assets for the period $ 863,193 $ 832,805 $ 749,732 $ 502,822 $ 196,312
Ratio to average net assets(6):
Net investment income 10.21 % 9.91 % 10.68 % 10.10 % 9.53 %
Total expenses, before waivers/reimbursements 9.91 % 9.28 % 7.65 % 8.53 % 9.61 %
Total expenses, net of waivers/reimbursements 9.27 % 8.57 % 7.41 % 8.13 % 8.55 %
(1) Per share data is based on weighted average shares outstanding for the respective period (except for dividends declared to stockholders which is based on actual rate per share).
(2) Includes the accretive effect of common stock issuances per share, which for the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2012 were $0.02, $0.06, $0.05, $0.04, and $0.03 respectively.
(3) For the years ended December 31, 2014, December 31, 2013 and December 31, 2012, per share data is based on the summation of the per share results of operations items over the outstanding shares for the period in which the respective line items were realized or earned.
(4) Total return is calculated assuming a purchase of common stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company's dividend reinvestment plan. Total return does not reflect sales load.
(5) Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. Total return does not reflect sales load.
(6) Ratio to average net assets for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is based on the summation of the results of operations items over the net assets for the period in which the respective line items were realized or earned. For the year ended December 31, 2014, the Company is reflecting its net investment income and expenses as well as its proportionate share of the Predecessor Operating Company's net investment income and expenses. For the years ended December 31, 2013 and December 31, 2012, the Company is reflecting its proportionate share of the Predecessor Operating Company's net investment income and expenses.
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The following information sets forth the financial highlights for NMFC for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 and NMF Holdings for the years ended December 31, 2013 and December 31, 2012.
NMFC Year Ended
December 31, NMF Holdings Year Ended December 31,
2016 2015 2014 2013 2012
Average debt outstanding—Holdings Credit Facility(1) $ 341,055 $ 394,945 $ 243,693 $ 184,124 $ 133,600
Average debt outstanding—SLF Credit Facility(2) — — 208,377 214,317 181,395
Average debt outstanding—Convertible Notes(3) 125,227 115,000 115,000 — —
Average debt outstanding—SBA-guaranteed debentures(4) 119,819 71,921 29,167 — —
Average debt outstanding—NMFC Credit Facility(5) 66,876 60,477 11,227 — —
Average debt outstanding—Unsecured Notes(6) 65,500 — — — —
Asset coverage ratio(7) 259.34 % 234.05 % 226.70 % 257.73 % 235.31 %
Portfolio turnover(8) 36.07 % 33.93 % 29.51 % 40.52 % 52.02 %
(1) For the year ended December 31, 2014, average debt outstanding represents the Company's average debt outstanding as well as the Company's proportionate share of the Predecessor Operating Company's average debt outstanding. The average debt outstanding for the year ended December 31, 2014 at the Holdings Credit Facility was $244,598.
(2) For the year ended December 31, 2014, average debt outstanding represents the Company's average debt outstanding as well as the Company's proportionate share of the Predecessor Operating Company's average debt outstanding for the period January 1, 2014 to December 17, 2014 (date of SLF Credit Facility merger with and into the Holdings Credit Facility). The average debt outstanding for the period January 1, 2014 to December 17, 2014 at the SLF Credit Facility was $209,333.
(3) For the year ended December 31, 2014, average debt outstanding represents the period from June 3, 2014 (issuance of the Convertible Notes) to December 31, 2014.
(4) For the year ended December 31, 2014, average debt outstanding represents the period from November 17, 2014 (date of initial SBA-guaranteed debenture borrowing) to December 31, 2014.
(5) For the year ended December 31, 2014, average debt outstanding represents the period from June 4, 2014 (commencement of the NMFC Credit Facility) to December 31, 2014.
(6) For the year ended December 31, 2016, average debt outstanding represents the period form May 6, 2016 (issuance of the 2016 Unsecured Notes) to December 31, 2016. See Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Borrowings in this Annual Report on Form 10-K for details.
(7) On November 5, 2014, the Company received exemptive relief from the SEC allowing the Company to modify the asset coverage requirement to exclude the SBA-guaranteed debentures from this calculation.
(8) For the year ended December 31, 2014, portfolio turnover represents the investment activity of the Predecessor Operating Company and the Company.
The following table sets forth selected financial and other data for NMF Holdings when it was the Predecessor Operating Company for the years ended December 31, 2013 and December 31, 2012.
Year Ended December 31,
2013 2012
Total return based on net asset value(1) 13.27 % 16.61 %
Average net assets for the period $ 630,156 $ 474,561
Ratio to average net assets:
Net investment income 10.10 % 9.53 %
Total expenses (gross) 8.64 % 9.07 %
Total expenses (net of reimbursable expenses) 8.13 % 8.55 %
Net assets, end of year $ 688,516 $ 569,939
Average debt outstanding—Holdings Credit Facility $ 184,124 $ 133,600
Average debt outstanding—SLF Credit Facility $ 214,317 $ 181,395
Weighted average common membership units outstanding for the year 44,021,920 34,011,738
Asset coverage ratio 257.73 % 235.31 %
Portfolio turnover 40.52 % 52.02 %
(1) Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the respective year. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. Total return does not reflect sales load.
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Item 6. Selected Financial Data
The selected consolidated financial data for NMFC should be read in conjunction with the respective consolidated financial statements and related consolidated notes thereto and Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K. Financial information for the years ended December 31, 2021, December 31, 2020, December 31, 2019, December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2012 has been derived from the Predecessor Operating Company and our consolidated financial statements and related notes thereto that were audited by Deloitte & Touche LLP, an independent registered public accounting firm.
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(in thousands except shares and per share data)
Year Ended December 31,
2021 2020 2019 2018 2017
Consolidated Statement of Operations Data:
Investment income $ 270,959 $ 273,711 $ 276,507 $ 231,465 $ 197,806
Net expenses 152,119 156,367 159,354 125,433 95,602
Net investment income 118,840 117,344 117,153 106,032 102,204
Net realized (losses) gains on investments, New Mountain Net Lease Corporation ("NMNLC") and foreign currency (3,849) (2,802) 890 (9,657) (39,734)
Net change in unrealized (depreciation) appreciation of investments, NMNLC and foreign currency 92,305 (53,718) (3,488) (22,206) 50,794
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell — — (2,086) (1,704) (4,006)
Benefit (provision) for taxes (114) 1,013 94 (112) 140
Less: Net increase in net assets resulting from operations related to non-controlling interest in NMNLC (5,783) (3,364) — — —
Net increase in net assets resulting from operations 201,399 58,473 112,563 72,353 109,398
Per share data:
Net asset value $ 13.49 $ 12.62 $ 13.26 $ 13.22 $ 13.63
Net increase in net assets resulting from operations (basic) 2.08 0.60 1.32 0.95 1.47
Net increase in net assets resulting from operations (diluted)(1) 1.91 0.60 1.22 0.91 1.38
Distributions declared 1.20 1.24 1.36 1.36 1.36
Consolidated Statement of Assets and Liabilities data:
Total assets $ 3,295,812 $ 3,097,519 $ 3,266,055 $ 2,448,666 $ 1,928,018
Holdings Credit Facility 545,263 450,163 661,563 512,563 312,363
Unsecured Notes 511,500 453,250 453,250 336,750 145,000
Convertible Notes 201,417 201,520 201,623 270,301 155,412
SBA-guaranteed debentures 300,000 300,000 225,000 165,000 150,000
NMFC Credit Facility(2) 127,192 165,500 188,500 60,000 122,500
DB Credit Facility 226,300 244,000 230,000 57,000 —
NMNLC Credit Facility II 15,200 — — — —
Total net assets 1,321,245 1,221,875 1,283,468 1,006,269 1,034,975
Other data:
Total return based on market value(3) 31.91 % (5.24) % 20.45 % 2.70 % 5.54 %
Total return based on net asset value(4) 16.97 % 5.52 % 10.90 % 7.16 % 11.77 %
Number of portfolio companies at period end 106 104 114 92 84
Total new investments for the period $ 1,134,919 $ 457,864 $ 1,105,301 $ 1,321,559 $ 999,677
Investment sales and repayments for the period $ 1,066,740 $ 641,776 $ 328,146 $ 802,964 $ 767,360
Weighted average YTM at Cost on debt portfolio at period end (unaudited)(5) 9.1 % 8.6 % 9.5 % 10.4 % 10.9 %
Weighted average YTM at Cost for Investments at period end (unaudited)(5) 8.4 % 8.0 % 9.5 % 10.4 % 10.9 %
Weighted average shares outstanding for the period (basic) 96,952,959 96,827,342 85,209,378 76,022,375 74,171,268
Weighted average shares outstanding for the period (diluted) 110,210,545 110,084,927 100,464,045 88,627,741 83,995,395
Portfolio turnover 35.33 % 15.43 % 11.58 % 36.75 % 41.98 %
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(1) In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. For the year ended December 31, 2020, there was anti-dilution. For the years ended December 31, 2021, December 31, 2019, December 31, 2018 and December 31, 2017, there was no anti-dilution.
(2) Under the NMFC Credit Facility, we may borrow in United States ("U.S.") dollars or certain other permitted currencies. As of December 31, 2021, we had borrowings denominated in British Pound Sterling ("GBP") of £16,400 that has been converted to U.S. dollars.
(3) Total return is calculated assuming a purchase of common stock at the opening of the first day of the period and a sale on the closing of the last business day of the respective period ends. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under our dividend reinvestment plan. Total return does not reflect sales load.
(4) Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. Total return does not reflect sales load.
(5) The weighted average yield to maturity at cost ("YTM at Cost") calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at the adjusted cost on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. The weighted average yield to maturity at cost for investments ("YTM at Cost for Investments") calculation assumes that all investments, including secured collateralized agreements, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing leverage. YTM at Cost and YTM at Cost for Investments use the London Interbank Offered Rate ("LIBOR") curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR contracts by the individual companies in our portfolio or other factors. Adjusted cost reflects the cost for post-IPO investments in accordance with accounting principles generally accepted in the U.S. ("GAAP") and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date).
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Year Ended December 31,
2016 2015 2014 2013 2012
Consolidated Statement of Operations Data:
Investment income $ 168,084 $ 153,855 $ 91,923 $ — $ —
Investment income allocated from NMF Holdings — — 43,678 90,876 37,511
Net expenses 79,976 71,360 34,727 — —
Net expenses allocated from NMF Holdings — — 20,808 40,355 17,719
Net investment income 88,108 82,495 80,066 50,521 19,792
Net realized (losses) gains on investments and New Mountain Net Lease Corporation ("NMNLC") (16,717) (12,789) 357 — —
Net realized and unrealized gains (losses) allocated from NMF Holdings — — 9,508 11,443 12,087
Net change in unrealized (depreciation) appreciation of investments and NMNLC 40,131 (35,272) (43,863) — —
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell (486) (296) — — —
Net change in unrealized (depreciation) appreciation of investment in NMF Holdings — — — (44) (95)
Benefit (provision) for taxes 642 (1,183) (493) — —
Net increase in net assets resulting from operations 111,678 32,955 45,575 61,920 31,784
Per share data:
Net asset value $ 13.46 $ 13.08 $ 13.83 $ 14.38 $ 14.06
Net increase in net assets resulting from operations (basic) 1.72 0.55 0.88 1.76 2.14
Net increase in net assets resulting from operations (diluted)(1) 1.60 0.55 0.86 1.76 2.14
Distributions declared(2) 1.36 1.36 1.48 1.48 1.71
Consolidated Statement of Assets and Liabilities data:
Total assets(3) $ 1,656,018 $ 1,588,146 $ 1,500,868 $ 650,107 $ 345,331
Holdings Credit Facility 333,513 419,313 468,108 N/A N/A
Unsecured Notes 90,000 — — N/A N/A
Convertible Notes 155,523 115,000 115,000 N/A N/A
SBA-guaranteed debentures 121,745 117,745 37,500 N/A N/A
NMFC Credit Facility 10,000 90,000 50,000 N/A N/A
Total net assets 938,562 836,908 802,170 650,107 341,926
Other data:
Total return based on market value(4) 19.68 % (4.00) % 9.66 % 11.62 % 24.84 %
Total return based on net asset value(5) 13.98 % 4.32 % 6.56 % 13.27 % 16.61 %
Number of portfolio companies at period end 78 75 71 N/A N/A
Total new investments for the period(6) $ 558,068 $ 612,737 $ 720,871 N/A N/A
Investment sales and repayments for the period(6) $ 547,078 $ 483,936 $ 384,568 N/A N/A
Weighted average YTM at Cost on debt portfolio at period end (unaudited)(7) 11.1 % 10.7 % 10.7 % N/A N/A
Weighted average YTM at Cost for Investments at period end (unaudited)(7) 10.5 % N/A N/A N/A N/A
Weighted average shares outstanding for the period (basic) 64,918,191 59,715,290 51,846,164 35,092,722 14,860,838
Weighted average shares outstanding for the period (diluted) 72,863,387 66,968,089 56,157,835 35,092,722 14,860,838
Portfolio turnover 36.07 % 33.93 % 29.51 % N/A N/A
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(1) In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. For the year ended December 31, 2015, there was anti-dilution. For the years ended December 31, 2016 and December 31, 2014, there was no anti-dilution. For the years ended December 31, 2013 and December 31, 2012, due to reflecting earnings for the full year of operations of the Predecessor Operating Company assuming 100.0% NMFC ownership of the Predecessor Operating Company and assuming all of New Mountain Finance AIV Holdings Corporation's ("AIV Holdings") units in the Predecessor Operating Company were exchanged for public shares of NMFC during the years then ended, the earnings per share would be $1.79 and $2.18, respectively.
(2) Distributions declared in the year ended December 31, 2014 include a $0.12 per share special dividend related to realized capital gains attributable to NMF Holdings' warrant investments in Learning Care Group (US), Inc. Distributions declared in the year ended December 31, 2013 include a $0.12 per share special dividend related to a distribution received attributable to NMF Holdings' investment in YP Equity Investors LLC. Distributions declared in the year ended December 31, 2012 include a $0.23 per share special dividend related to estimated realized capital gains attributable to NMF Holdings' investments in Lawson Software, Inc. and Infor LuxBond Company and a $0.14 per share special dividend intended to minimize to the greatest extent possible NMFC's U.S. federal income or excise tax liability.
(3) On January 1, 2016, we adopted Accounting Standards Update No. 2015-03, Interest — Imputation of Interest Subtopic 835-30 — Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). Upon adoption, we revised our presentation of deferred financing costs from an asset to a liability, which is a direct deduction to our debt on the Consolidated Statements of Assets and Liabilities. In addition, as of December 31, 2015 and December 31, 2014, we retrospectively revised our presentation of $14.0 million and $14.1 million, respectively, of deferred financing costs that were previously presented as an asset, which resulted in a decrease to total assets and total liabilities as of December 31, 2015 and December 31, 2014. For the years ended December 31, 2013 and December 31, 2012, NMFC was a holding company with no direct operations of its own and its sole asset was its ownership in the Predecessor Operating Company and, as such, ASU 2015-03 did not apply to NMFC.
(4) Total return is calculated assuming a purchase of common stock at the opening of the first day of the period and a sale on the closing of the last business day of the respective period ends. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under our dividend reinvestment plan. Total return does not reflect sales load.
(5) Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter. Total return does not reflect sales load.
(6) For the year ended December 31, 2014, amounts include our investment activity and the investment activity of the Predecessor Operating Company.
(7) The YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at the adjusted cost on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. The YTM at Cost for Investments calculation assumes that all investments, including secured collateralized agreements, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing leverage. YTM at Cost and YTM at Cost for Investments use the LIBOR curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR contracts by the individual companies in our portfolio or other factors. Adjusted cost reflects the cost for post-IPO investments in accordance with GAAP and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date).
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As of May 8, 2014, NMFC assumed all operating activities previously undertaken by NMF Holdings. The following table sets forth selected financial and other data for NMF Holdings when it was the Predecessor Operating Company.
(in thousands except units and per unit data)
Year Ended December 31,
New Mountain Finance Holdings, L.L.C. 2013 2012
Statement of Operations Data
Total investment income $ 114,912 $ 85,786
Net expenses 51,235 40,569
Net investment income 63,677 45,217
Net realized and unrealized gains (losses) 15,247 28,779
Net increase in net assets resulting from operations 78,924 73,996
Per unit data:
Net asset value $ 14.38 $ 14.06
Net increase in net assets resulting from operations (basic and diluted) 1.79 2.18
Distributions declared(1) 1.48 1.71
Balance sheet data:
Total assets $ 1,147,841 $ 1,025,564
Holdings Credit Facility 221,849 206,938
SLF Credit Facility 214,668 214,262
Total net assets 688,516 569,939
Other data:
Total return at net asset value(2) 13.27 % 16.61 %
Number of portfolio companies at period end 59 63
Total new investments for the period $ 529,307 $ 673,218
Investment sales and repayments for the period $ 426,561 $ 423,874
Weighted average Yield to Maturity at Cost on debt portfolio at period end (unaudited)(3) 11.0 % 10.3 %
Weighted average Yield to Maturity on debt portfolio at period end (unaudited)(4) 10.6 % 10.1 %
Weighted average common membership units outstanding for the period 44,021,920 34,011,738
Portfolio turnover 40.52 % 52.02 %
(1) Distributions declared in the year ended December 31, 2013 include a $0.12 per unit special dividend related to a distribution received attributable to NMF Holdings' investment in YP Equity Investors LLC. Distributions declared in the year ended December 31, 2012 include a $0.23 per unit special dividend related to estimated realized capital gains attributable to NMF Holdings' investments in Lawson Software, Inc. and Infor Lux Bond Company and a $0.14 per unit special dividend intended to minimize to the greatest extent possible NMFC's U.S. federal income or excise tax liability. Actual cash payments on the distributions declared to AIV Holdings only, for the quarters ended March 31, 2012, June 30, 2012, December 31, 2012 and March 31, 2013, were made on April 4, 2012, July 9, 2012, January 7, 2013 and April 5, 2013 respectively.
(2) Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the respective period ends. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.
(3) The weighted average Yield to Maturity at Cost calculation assumes that all investments not on non-accrual are purchased at the adjusted cost on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. Adjusted cost reflects the GAAP cost for post-IPO investments and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date).
(4) The weighted average Yield to Maturity calculation assumes that all investments not on non-accrual are purchased at fair value on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. The weighted average Yield to Maturity was not calculated subsequent to December 31, 2013.
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Senior Securities
Information about our senior securities as of December 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 and information about NMF Holdings' senior securities as of December 31, 2013 and 2012 are shown in the following table. The report of Deloitte & Touche LLP, an independent registered public accounting firm, on the senior securities table as of December 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012 is attached as an exhibit to this Annual Report on Form 10-K.
Class and Year (1) Total Amount Outstanding Exclusive of Treasury Securities (2) Asset Coverage Per Unit (3) Involuntary Liquidating Preference Per Unit (4) Average Market Value Per Unit (5)
December 31, 2021
Holdings Credit Facility $ 545.3 $ 1,812 — N/A
2018 Convertible Notes 201.2 1,812 — N/A
Unsecured Notes 511.5 1,812 — N/A
NMFC Credit Facility(6) 127.2 1,812 — N/A
DB Credit Facility 226.3 1,812 — N/A
NMNLC Credit Facility II 15.2 1,812 — N/A
December 31, 2020
Holdings Credit Facility 450.2 1,807 — N/A
2018 Convertible Notes 201.2 1,807 — N/A
Unsecured Notes (not including the 5.75% Unsecured Notes) 401.5 1,807 — N/A
5.75% Unsecured Notes 51.8 1,807 — $ 24.50
NMFC Credit Facility 165.5 1,807 — N/A
DB Credit Facility 244.0 1,807 — N/A
December 31, 2019
Holdings Credit Facility 661.6 1,740 — N/A
2018 Convertible Notes 201.2 1,740 — N/A
Unsecured Notes (not including the 5.75% Unsecured Notes) 401.5 1,740 — N/A
5.75% Unsecured Notes 51.8 1,740 — $ 25.60
NMFC Credit Facility 188.5 1,740 — N/A
DB Credit Facility 230.0 1,740 — N/A
December 31, 2018
Holdings Credit Facility 512.6 1,814 — N/A
2014 Convertible Notes 155.3 1,814 — N/A
2018 Convertible Notes 115.0 1,814 — N/A
Unsecured Notes (not including the 5.75% Unsecured Notes) 285.0 1,814 — N/A
5.75% Unsecured Notes 51.8 1,814 — $ 24.70
NMFC Credit Facility 60.0 1,814 — N/A
DB Credit Facility 57.0 1,814 — N/A
December 31, 2017
Holdings Credit Facility 312.4 2,408 — N/A
2014 Convertible Notes 155.3 2,408 — N/A
Unsecured Notes 145.0 2,408 — N/A
NMFC Credit Facility 122.5 2,408 — N/A
December 31, 2016
Holdings Credit Facility 333.5 2,593 — N/A
2014 Convertible Notes 155.3 2,593 — N/A
Unsecured Notes 90.0 2,593 — N/A
NMFC Credit Facility 10.0 2,593 — N/A
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December 31, 2015
Holdings Credit Facility $ 419.3 $ 2,341 — N/A
2014 Convertible Notes 115.0 2,341 — N/A
NMFC Credit Facility 90.0 2,341 — N/A
December 31, 2014
Holdings Credit Facility 468.1 2,267 — N/A
2014 Convertible Notes 115.0 2,267 — N/A
NMFC Credit Facility 50.0 2,267 — N/A
December 31, 2013
Holdings Credit Facility 221.8 2,577 — N/A
SLF Credit Facility 214.7 2,577 — N/A
December 31, 2012
Holdings Credit Facility 206.9 2,353 — N/A
SLF Credit Facility 214.3 2,353 — N/A
(1) We have excluded our SBA-guaranteed debentures from this table as a result of the SEC exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 150.0% asset coverage ratio we are required to maintain under the 1940 Act. At December 31, 2021, December 31, 2020, December 31, 2019, December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014, we had $300.0 million, $300.0 million, $225.0 million, $165.0 million, $150.0 million, $121.7 million, $117.7 million and $37.5 million, respectively, in SBA-guaranteed debentures outstanding. At December 31, 2013 and December 31, 2012, we had no outstanding SBA-guaranteed debentures. Total asset coverage per unit including the SBA-guaranteed debentures as of December 31, 2021, December 31, 2020, December 31, 2019, December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 is $1,686, $1,673, $1,655, $1,718, $2,169, $2,320, $2,128 and $2,196, respectively, and unchanged for the prior years.
(2) Total amount of each class of senior securities outstanding at the end of the period presented.
(3) Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(4) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The "—" in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(5) Not applicable for any of the senior securities (except the 5.75% Unsecured Notes) as they were not registered for public trading. For the 5.75% Unsecured Notes, the amounts represent the average of the daily closing prices on the New York Stock Exchange, or the NASDAQ, as applicable, for (a) the period from September 28, 2018 (date of listing) through December 31, 2018, with respect to the year ended December 31, 2018, (b) the entire 2019 fiscal year, with respect to the year ended December 31, 2019 (c) the entire 2020 fiscal year, with respect to the year ended December 31, 2020. On March 8, 2021, the 5.75% Unsecured Notes were redeemed.
(6) Under the NMFC Credit Facility, we may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2021, we had borrowings denominated in GBP of £16.4 million that has been converted to U.S. dollars.
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