GECCZ Great Elm Capital Corporation

 

 

 

 

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): March 10, 2025

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.)
3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL		33410
(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
5.875% Notes due 2026	GECCO	Nasdaq Global Market
8.75% Notes due 2028	GECCZ	Nasdaq Global Market
8.50% Notes due 2029	GECCI	Nasdaq Global Market
8.125% Notes due 2029	GECCH	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. ☐

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On March 10, 2025, 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 March 10, 2025.
104		The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

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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: March 10, 2025		/s/ Keri A. Davis
		By:		Keri A. Davis
		Title:		Chief Financial Officer

 

 

 

 

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Great Elm Capital Corp. Announces

FOURTH Quarter AND FULL YEAR 2024 Financial Results

 

Company to Host Conference Call and Webcast at 8:30 AM ET on March 11, 2025

 

PALM BEACH GARDENS, Florida, March 10, 2025 – Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC”) (NASDAQ: GECC), a business development company, today announced its financial results for the fourth quarter and full year ended December 31, 2024.

 

Fourth Quarter and Other Recent Highlights

 

Management Commentary

“We had a strong 2024, successfully raising nearly $150 million of capital through multiple equity and note issuances, including $50 million of equity at net asset value,” said Matt Kaplan, GECC’s Chief Executive Officer. “We grew our portfolio substantially during the year, and also enhanced our cash-generating ability with the formation of our distinctive CLO JV. Further, we continued to showcase our commitment to shareholders, paying a special cash distribution and announcing a 5.7% increase to our quarterly base dividend for the first quarter of 2025.”

“During the fourth quarter, NII was primarily impacted by the uneven cadence of cash flows from our CLO JV, which is to be expected given the early stage of the underlying CLO investments. As the CLO JV grows and matures, we believe the magnitude of this impact should decline in future quarters. Looking ahead, we expect to deliver strong NII in 2025 as CLO distributions materialize and we deploy additional capital into investments with attractive risk-adjusted returns. As such, we currently believe we are well-positioned to cover our increased dividend in the first quarter and over 2025 as we continue to deliver meaningful value to our shareholders.”

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Financial Highlights – Per Share Data

	Q4/2023	Q1/2024	Q2/2024	Q3/2024	Q4/2024
Earnings Per Share (“EPS”)	$0.55	($0.05)	($0.14)	$0.33	$0.17
Net Investment Income (“NII”) Per Share	$0.43	$0.37	$0.32	$0.39	$0.20
Pre-Incentive Net Investment Income Per Share	$0.54	$0.46	$0.40	$0.49	$0.20
Net Realized and Unrealized Gains / (Losses) Per Share	$0.12	($0.42)	($0.46)	($0.06)	($0.03)
Net Asset Value Per Share at Period End	$12.99	$12.57	$12.06	$12.04	$11.79
Distributions Paid / Declared Per Share	$0.45	$0.35	$0.35	$0.35	$0.40

 

Portfolio and Investment Activity

As of December 31, 2024, GECC held total investments of $324.3 million at fair value, as follows:

 

As of December 31, 2024, the weighted average current yield on the Company’s debt portfolio was 12.4%. Floating rate instruments comprised approximately 72% of the fair market value of debt investments (comparable to last quarter) and the Company’s fixed rate debt investments had a weighted average maturity of 1.8 years.

 

During the quarter ended December 31, 2024, we deployed approximately $47.2 million into 18 investments(1) at a weighted average current yield of 12.9%.

 

During the quarter ended December 31, 2024, we monetized, in part or in full, 48 investments for approximately $57.5 million(2), at a weighted average current yield of 9.9%. Monetizations include $7.4 million of mandatory debt paydowns and redemptions at a weighted average current yield of 10.9%.

 

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Financial Review

Total investment income for the quarter ended December 31, 2024 was $9.1 million, or $0.85 per share. Net expenses for the quarter ended December 31, 2024 were approximately $7.0 million, or $0.66 per share.

 

Net realized and unrealized losses for the quarter ended December 31, 2024 were approximately $0.3 million, or $0.03 per share.

 

Liquidity and Capital Resources

As of December 31, 2024, cash and money market fund investments totaled approximately $8.4 million, and availability on GECC’s undrawn revolving line of credit remained at $25.0 million.

As of December 31, 2024, total debt outstanding (par value) was $195.4 million, comprised of 5.875% senior notes due June 2026 (NASDAQ: GECCO), 8.75% senior notes due September 2028 (NASDAQ: GECCZ), 8.50% senior notes due April 2029 (NASDAQ: GECCI) and 8.125% senior notes due December 2029 (NASDAQ: GECCH).

Distributions

The Company’s Board of Directors has approved a quarterly cash distribution of $0.37 per share for the quarter ending March 31, 2025. The first quarter distribution will be payable on March 31, 2025 to stockholders of record as of March 17, 2025.

The distribution equates to a 13.7% annualized dividend yield on the Company’s closing market price on March 7, 2025 of $10.78 and a 12.6% annualized dividend yield on the Company’s December 31, 2024 NAV of $11.79 per share.

 

Conference Call and Webcast

GECC will discuss these results in a conference at 8:30 a.m. ET on March 11, 2025.

 

Conference Call Details

 

Date/Time: Tuesday, March 11, 2025 – 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 “Events and Presentations” 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 “Events and Presentations” section of GECC’s website or by clicking on the webcast 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 and CLOs. For additional information, please visit http://www.greatelmcc.com.

 

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 include statements regarding our future business plans and expectations. 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. The key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, without limitation: conditions in the credit markets, our expected financings and investments, including interest rate volatility, 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)

		December 31, 2024				December 31, 2023
Assets
Investments
Non-affiliated, non-controlled investments, at fair value (amortized cost of $244,378 and $179,626, respectively)		$	240,958			$	183,335
Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $8,448 and $10,807, respectively)			8,448				10,807
Affiliated investments, at fair value (amortized cost of $12,378 and $13,423, respectively)			-				1,067
Controlled investments, at fair value (amortized cost of $87,014 and $46,300, respectively)			83,304				46,210
Total investments			332,710				241,419
Cash and cash equivalents			-				953
Receivable for investments sold			5,065				840
Interest receivable			3,306				2,105
Dividends receivable			364				1,001
Due from portfolio company			32				37
Due from affiliates			160				-
Deferred financing costs			237				335
Prepaid expenses and other assets			154				135
Total assets		$	342,028			$	246,825
Liabilities
Notes payable (including unamortized discount of $5,705 and $2,896, respectively)		$	189,695			$	140,214
Payable for investments purchased			11,194				3,327
Interest payable			32				32
Accrued incentive fees payable			1,712				1,431
Distributions payable			577				760
Due to affiliates			1,385				1,195
Accrued expenses and other liabilities			1,320				1,127
Total liabilities		$	205,915			$	148,086
Commitments and contingencies		$	-			$	-
Net Assets
Common stock, par value $0.01 per share (100,000,000 shares authorized, 11,544,415 shares issued and outstanding and 7,601,958 shares issued and outstanding, respectively)		$	115			$	76
Additional paid-in capital			332,111				283,795
Accumulated losses			(196,113	)			(185,132	)
Total net assets		$	136,113			$	98,739
Total liabilities and net assets		$	342,028			$	246,825
Net asset value per share		$	11.79			$	12.99

 

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GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands (except per share amounts)

 

		For the Year Ended December 31,
		2024				2023				2022
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments		$	24,619			$	23,582			$	15,325
Non-affiliated, non-controlled investments (PIK)			3,026				2,281				1,220
Affiliated investments			64				128				97
Affiliated investments (PIK)			-				-				58
Controlled investments			3,832				2,677				1,984
Controlled investments (PIK)			-				233				-
Total interest income			31,541				28,901				18,684
Dividend income from:
Non-affiliated, non-controlled investments			2,354				1,147				1,815
Controlled investments			4,571				2,331				2,539
Total dividend income			6,925				3,478				4,354
Other commitment fees from non-affiliated, non-controlled investments			700				3,075				1,155
Other income from:
Non-affiliated, non-controlled investments			157				264				236
Non-affiliated, non-controlled investments (PIK)			-				107				-
Total other income			157				371				236
Total investment income		$	39,323			$	35,825			$	24,429
Expenses:
Management fees		$	4,456			$	3,539			$	3,205
Incentive fees			2,580				3,132				565
Administration fees			1,376				1,522				938
Custody fees			147				81				53
Directors’ fees			211				205				215
Professional services			1,816				1,772				1,967
Interest expense			14,882				11,742				10,690
Other expenses			1,054				1,003				937
Total expenses		$	26,522			$	22,996			$	18,570
Incentive fee waiver			-				-				(4,854	)
Net expenses		$	26,522			$	22,996			$	13,716
Net investment income before taxes		$	12,801			$	12,829			$	10,713
Excise tax		$	348			$	287			$	252
Net investment income		$	12,453			$	12,542			$	10,461
Net realized and unrealized gains (losses):
Net realized gain (loss) on investment transactions from:
Non-affiliated, non-controlled investments		$	2,500			$	(1,246	)		$	(15,262	)
Affiliated investments			(626	)			-				(110,784	)
Controlled investments			-				(3,461	)			-
Realized loss on repurchase of debt			(3	)			-
Total net realized gain (loss)			1,871				(4,707	)			(126,046	)
Net change in unrealized appreciation (depreciation) on investment transactions from:
Non-affiliated, non-controlled investments			(7,129	)			15,040				267
Affiliated investments			(22	)			(226	)			106,945
Controlled investments			(3,620	)			2,684				(7,210	)
Total net change in unrealized appreciation (depreciation)			(10,771	)			17,498				100,002
Net realized and unrealized gains (losses)		$	(8,900	)		$	12,791			$	(26,044	)
Net increase (decrease) in net assets resulting from operations		$	3,553			$	25,333			$	(15,583	)
Net investment income per share (basic and diluted):	(1)	$	1.27			$	1.65			$	1.67
Earnings per share (basic and diluted):	(1)	$	0.36			$	3.33			$	(2.49	)
Weighted average shares outstanding (basic and diluted):	(1)		9,844,014				7,601,958				6,251,391

 

 

 

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v3.25.0.1

Document and Entity Information	Mar. 10, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 10, 2025
Entity Registrant Name	Great Elm Capital Corp.
Entity Central Index Key	0001675033
Entity Incorporation, State or Country Code	MD
Securities Act File Number	814-01211
Entity Tax Identification Number	81-2621577
Entity Address, Address Line One	3801 PGA Boulevard
Entity Address, Address Line Two	Suite 603
Entity Address, City or Town	Palm Beach Gardens
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33410
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 [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	GECC
Security Exchange Name	NASDAQ
5.875% Notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.875% Notes due 2026
Trading Symbol	GECCO
Security Exchange Name	NASDAQ
8.75% Notes due 2028 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.75% Notes due 2028
Trading Symbol	GECCZ
Security Exchange Name	NASDAQ
8.50% Notes due 2029 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.50% Notes due 2029
Trading Symbol	GECCI
Security Exchange Name	NASDAQ
8.125% Notes due 2029 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.125% Notes due 2029
Trading Symbol	GECCH
Security Exchange Name	NASDAQ

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