8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2023

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland	814-01211	81-2621577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 South Street, Suite 230, Waltham, MA		02453
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 375-3006

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	GECC	Nasdaq Global Market
6.75% Notes due 2025	GECCM	Nasdaq Global Market
6.50% Notes due 2024	GECCN	Nasdaq Global Market
5.875% Notes due 2026	GECCO	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 2.02 Results of Operations and Financial Condition.

On August 3, 2023, Great Elm Capital Corp. issued the press release furnished as exhibit 99.1 to this report.

The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report but shall not be deemed filed:

Exhibit Number	Description
99.1	Earnings Press Release, dated August 3, 2023.
104	The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREAT ELM CAPITAL CORP.
Date: August 3, 2023	/s/ Keri A. Davis
	By:	Keri A. Davis
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Great Elm Capital Corp. Announces SECOND Quarter 2023 Financial Results

Company to Host Conference Call and Webcast at 8:30 AM ET Today

WALTHAM, Mass., August 3, 2023 – Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC,”) (NASDAQ: GECC), a business development company, today announced its financial results for the second quarter ended June 30, 2023.

Second Quarter and Other Recent Highlights:

▪Net investment income (“NII”) for the quarter ended June 30, 2023 grew 19% to $3.4 million, or $0.44 per share, as compared to $2.8 million, or $0.37 per share, for the quarter ended March 31, 2023.

▪Second consecutive quarter of NII more than covering the dividend.

▪NII growth was driven by strategic capital deployment and rotation into higher-yielding, secured floating rate investments.

▪Highest cash income quarter in the Company’s history, with only 13% of GECC’s $9.0 million Total Investment Income attributable to PIK and accretion income.

▪Net assets were $92.9 million, or $12.21 per share, on June 30, 2023, as compared to $90.3 million, or $11.88 per share, on March 31, 2023, and $97.6 million, or $12.84 per share, on June 30, 2022.

▪GECC’s asset coverage ratio was approximately 161.5% as of June 30, 2023, as compared to 159.8% as of March 31, 2023, and 166.9% as of June 30, 2022.

▪The Board of Directors approved a quarterly dividend of $0.35 per share for the third quarter of 2023, equating to a 16.7% annualized yield on the Company’s closing market price on August 2, 2023 of $8.37.

Management Commentary

“We are very pleased with our second quarter performance, as we generated another quarter of record total investment income, our NII once again exceeded our quarterly dividend and we grew NAV for the second consecutive quarter,” said Matt Kaplan, GECC’s Chief Executive Officer. “We continued to proactively deploy capital into higher-yielding, secured and floating rate investments and thanks to our actions over the past year, our portfolio is generating enough cash to cover our dividend – a notable transformation from one year ago. We also made progress in expanding our Specialty Finance platform, closing attractive new transactions at Prestige, Great Elm Healthcare Finance and Sterling Commercial Credit. Looking ahead, we believe we are well positioned to cover our quarterly dividend and create additional value for our shareholders.”

Financial Highlights – Per Share Data

	Q2/2022	Q3/2022	Q4/2022	Q1/2023	Q2/2023
Earnings Per Share (“EPS”)	($0.87)	$0.18	($0.96)	$1.07	$0.69
Net Investment Income (“NII”) Per Share	$0.23	$0.14	$0.30	$0.37	$0.44
Pre-Incentive Net Investment Income Per Share	$0.23	$0.14	$0.37	$0.47	$0.56
Net Realized and Unrealized Gains / (Losses) Per Share	($1.10)	$0.04	($1.26)	$0.70	$0.24
Net Asset Value Per Share at Period End	$12.84	$12.56	$11.16	$11.88	$12.21
Distributions Paid / Declared Per Share	$0.45	$0.45	$0.45	$0.35	$0.35

Portfolio and Investment Activity

As of June 30, 2023, GECC held total investments of $236.4 million at fair value, as follows:

•40 debt investments in corporate credit, totaling approximately $167.9 million and representing 71.0% of the fair market value of the Company’s total investments. Secured debt investments comprised a substantial majority of the fair market value of the Company’s debt investments.

•8 debt investments in specialty finance, totaling approximately $30.9 million and representing 13.1% of the fair market value of the Company’s total investments.

•4 equity investments in specialty finance companies, totaling approximately $23.3 million, representing 9.8% of the fair market value of the Company’s total investments.

•3 dividend paying equity investments, totaling approximately $7.9 million, representing 3.3% of the fair market value of the Company’s total investments.

•Other equity investments, totaling approximately $6.4 million, representing 2.7% of the fair market value of the Company’s total investments.

In July, GECC exited its entire equity and subordinated note investments in Lenders Funding at valuations consistent with the June 30, 2023 fair values. The Company continues to hold a commitment under Lenders Funding’s senior credit facility.

As of June 30, 2023, the weighted average current yield on the Company’s debt portfolio was 13.5%. Floating rate instruments comprised approximately 63% of the fair market value of debt investments (compared to 58% as of March 31, 2023) and the Company’s fixed rate debt investments had a weighted average maturity of 2.9 years.

During the quarter ended June 30, 2023, we deployed approximately $23.0 million into 19 investments(1) at a weighted average current yield of 14.8%.

During the quarter ended June 30, 2023, we monetized, in part or in full, 34 investments for approximately $16.0 million(2), at a weighted average current yield of 10.1%. Monetizations include $3.8 million of mandatory debt paydowns and redemptions at a weighted average current yield of 11.6%. Sales aggregated to $12.1 million at a weighted average current yield of 8.9%.

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Financial Review

Total investment income for the quarter ended June 30, 2023 was $9.0 million, or $1.18 per share. Net expenses for the quarter ended June 30, 2023 were approximately $5.6 million, or $0.74 per share.

Net realized and unrealized gains for the quarter ended June 30, 2023 were approximately $1.8 million, or $0.24 per share.

Liquidity and Capital Resources

As of June 30, 2023, cash and money market securities totaled approximately $11.8 million, exclusive of holdings of United States Treasury Bills.

As of June 30, 2023, total debt outstanding (par value) was $150.9 million, comprised of 6.50% senior notes due June 2024 (NASDAQ: GECCN), 6.75% senior notes due January 2025 (NASDAQ: GECCM), 5.875% senior notes due June 2026 (NASDAQ: GECCO), and $5.0 million outstanding on the $25.0 million revolving credit facility due May 2024.

Distributions

The Company’s Board of Directors has approved a quarterly cash distribution of $0.35 per share for the quarter ending September 30, 2023. The third quarter distribution will be payable on September 29, 2023 to stockholders of record as of September 15, 2023.

The distribution equates to a 16.7% annualized dividend yield on the Company’s closing market price on August 2, 2023 of $8.37 and an 11.5% annualized dividend yield on the Company’s June 30, 2023 NAV of $12.21 per share.

Conference Call and Webcast

GECC will discuss these results in a conference call today at 8:30 a.m. ET.

Conference Call Details

Date/Time: Thursday, August 3, 2023 – 8:30 a.m. ET

Participant Dial-In Numbers:

(United States): 877-407-0789

(International): 201-689-8562

To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the “Investor Relations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.

Webcast

The call and presentation will also be simultaneously webcast over the internet via the “News & Events” section of GECC’s website or by clicking on the conference call link here.

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About Great Elm Capital Corp.

GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are: conditions in the credit markets, rising interest rates, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

This press release does not constitute an offer of any securities for sale.

Endnotes:

(1) This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.

(2) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.

Media & Investor Contact:

Investor Relations

investorrelations@greatelmcap.com

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GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

Dollar amounts in thousands (except per share amounts)

	June 30, 2023			December 31, 2022
Assets
Investments
Non-affiliated, non-controlled investments, at fair value (amortized cost of $191,570 and $183,061, respectively)	$	186,091		$	171,743
Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $78,158 and $76,140, respectively)		78,139			76,127
Affiliated investments, at fair value (amortized cost of $13,427 and $13,433, respectively)		1,450			1,304
Controlled investments, at fair value (amortized cost of $52,882 and $54,684, respectively)		48,890			51,910
Total investments		314,570			301,084
Cash and cash equivalents		3,352			587
Receivable for investments sold		90			396
Interest receivable		2,932			3,090
Dividends receivable		1,124			1,440
Due from portfolio company		3			1
Deferred financing costs		146			226
Prepaid expenses and other assets		260			3,288
Total assets	$	322,477		$	310,112
Liabilities
Notes payable (including unamortized discount of $2,213 and $2,781, respectively)	$	143,721		$	143,152
Revolving credit facility		5,000			10,000
Payable for investments purchased		77,049			70,022
Interest payable		56			42
Accrued incentive fees payable		2,116			565
Due to affiliates		1,174			1,042
Accrued expenses and other liabilities		511			480
Total liabilities	$	229,627		$	225,303
Commitments and contingencies	$	-		$	-
Net Assets
Common stock, par value $0.01 per share (100,000,000 shares authorized, 7,601,958 shares issued and outstanding and 7,601,958 shares issued and outstanding, respectively)	$	76		$	76
Additional paid-in capital		284,107			284,107
Accumulated losses		(191,333	)		(199,374	)
Total net assets	$	92,850		$	84,809
Total liabilities and net assets	$	322,477		$	310,112
Net asset value per share	$	12.21		$	11.16

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GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands(except per share amounts)

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2023			2022			2023			2022
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments		$	5,836		$	3,016		$	11,312		$	6,275
Non-affiliated, non-controlled investments (PIK)			590			223			1,039			469
Affiliated investments			32			22			62			43
Affiliated investments (PIK)			-			-			-			58
Controlled investments			623			473			1,065			930
Controlled investments (PIK)			-			-			233			-
Total interest income			7,081			3,734			13,711			7,775
Dividend income from:
Non-affiliated, non-controlled investments			327			454			645			957
Controlled investments			700			935			1,316			1,699
Total dividend income			1,027			1,389			1,961			2,656
Other income from:
Non-affiliated, non-controlled investments			869			390			1,715			640
Total other income			869			390			1,715			640
Total investment income		$	8,977		$	5,513		$	17,387		$	11,071
Expenses:
Management fees		$	884		$	771		$	1,753		$	1,551
Incentive fees			842			-			1,552			-
Administration fees			341			262			636			483
Custody fees			21			14			43			28
Directors’ fees			53			44			105			107
Professional services			434			373			970			791
Interest expense			2,769			2,667			5,590			5,337
Other expenses			265			194			503			385
Total expenses		$	5,609		$	4,325		$	11,152		$	8,682
Incentive fee waiver			-			-			-			(4,854	)
Net expenses			5,609			4,325		$	11,152		$	3,828
Net investment income before taxes		$	3,368		$	1,188		$	6,235		$	7,243
Excise tax		$	-		$	-		$	28		$	101
Net investment income		$	3,368		$	1,188		$	6,207		$	7,142
Net realized and unrealized gains (losses):
Net realized gain (loss) on investment transactions from:
Non-affiliated, non-controlled investments		$	542		$	1,033		$	2,387		$	(18,900	)
Affiliated investments			-			(110,784	)		-			(110,784	)
Total net realized gain (loss)			542			(109,751	)		2,387			(129,684	)
Net change in unrealized appreciation (depreciation) on investment transactions from:
Non-affiliated, non-controlled investments			3,054			(11,424	)		5,835			5,112
Affiliated investments			(11	)		116,009			152			108,320
Controlled investments			(1,751	)		(540	)		(1,219	)		(517	)
Total net change in unrealized appreciation (depreciation)			1,292			104,045			4,768			112,915
Net realized and unrealized gains (losses)		$	1,834		$	(5,706	)	$	7,155		$	(16,769	)
Net increase (decrease) in net assets resulting from operations		$	5,202		$	(4,518	)	$	13,362		$	(9,627	)
Net investment income per share (basic and diluted):	(1)	$	0.44		$	0.23		$	0.82		$	1.46
Earnings per share (basic and diluted):	(1)	$	0.68		$	(0.87	)	$	1.76		$	(1.97	)
Weighted average shares outstanding (basic and diluted):	(1)		7,601,958			5,194,910			7,601,958			4,878,439

(1)Weighted average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retroactive basis.

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XML

Document and Entity Information	Aug. 03, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 2023
Entity Registrant Name	Great Elm Capital Corp.
Entity Central Index Key	0001675033
Entity Incorporation, State or Country Code	MD
Entity File Number	814-01211
Entity Tax Identification Number	81-2621577
Entity Address, Address Line One	800 South Street
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02453
City Area Code	617
Local Phone Number	375-3006
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	GECC
Security Exchange Name	NASDAQ
6.75% Notes due 2025
Document Information [Line Items]
Title of 12(b) Security	6.75% Notes due 2025
Trading Symbol	GECCM
Security Exchange Name	NASDAQ
6.50% Notes due 2024
Document Information [Line Items]
Title of 12(b) Security	6.50% Notes due 2024
Trading Symbol	GECCN
Security Exchange Name	NASDAQ
5.875% Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	5.875% Notes due 2026
Trading Symbol	GECCO
Security Exchange Name	NASDAQ