gecc-8k_20200313.htm

 

 

 

 

 

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 19, 2020

 

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

6.50% Notes due 2022

GECCL

Nasdaq Global Market

6.75% Notes due 2025

GECCM

Nasdaq Global Market

6.50% Notes due 2024

GECCN

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 March 19, 2020, the registrant 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 8.01 Other Events.

 

On March 4, 2020, our Board approved monthly distributions for the second quarter of 2020 at a rate of $0.083 per share per month.  The distributions will be paid in cash or shares of the Company’s common stock at the election of the shareholders, although the total amount of cash to be distributed to all shareholders will be limited to approximately 20% of the total distributions to be paid to all shareholders.  The remainder of the distributions (approximately 80%) will be paid in the form of shares of the Company’s common stock. These distributions are being made in accordance with certain applicable Treasury regulations and private letter rulings on cash/stock dividends issued by the IRS over the years that allow a publicly-traded regulated investment company to satisfy its distribution requirements from distributions paid partly in common stock provided that at least 20% of the distributions are payable in cash and certain other requirements are satisfied.

 

The schedule of distribution payments is as follows:

 

Month

 

Rate

 

Record Date

 

Payable Date

April

 

$0.083

 

April 30, 2020

 

May 15, 2020

May

 

$0.083

 

May 29, 2020

 

June 15, 2020

June

 

$0.083

 

June 30, 2020

 

July 15, 2020

 

 Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is furnished with this report but shall not be deemed filed:

  

 

 

 

Exhibit

Number

  

Description

99.1

  

Press release, dated March 19, 2020.

 

 


 

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 19, 2020

 

/s/  Keri A. Davis

 

 

By:

 

Keri A. Davis

 

 

Title:

 

Chief Financial Officer

 

 

 

 

 

gecc-ex991_18.htm

Exhibit 99.1

 

Great Elm Capital Corp. Announces FOURTH Quarter AND YEAR END 2019 Financial Results; FOURTH Quarter Net Investment Income of $0.25 Per Share; BOARD SETS SECOND QUARTER 2020 DISTRIBUTION OF $0.083 PER SHARE PER MONTH; MAINTAINS STRONG BALANCE SHEET

 

WALTHAM, MA, March 19, 2020 – Great Elm Capital Corp. (“we,” “us,” “our” or “GECC”), (NASDAQ: GECC), today announced its financial results for the quarter and year ended December 31, 2019.

 

FINANCIAL HIGHLIGHTS

 

 

As of December 31, 2019, we maintained a strong balance sheet with approximately $15.6 million of cash, cash equivalents and money market fund investments and no maintenance covenants in our outstanding debt

 

Net investment income (“NII”) for the quarter ended December 31, 2019 was approximately $2.5 million, or $0.25 per share, equating to greater than 1.0x distribution coverage

 

In December 2019, our Board of Directors (the “Board”) declared a special distribution of $0.05 per share, paid to shareholders of record in January 2020. Including base distributions, we declared approximately $1.05 per share in total distributions in 2019, representing an annual distribution yield of 12.1% on the December 31, 2019 NAV

 

In March 2020, our Board set monthly distributions of $0.083 per share for the second quarter of 2020

 

The distributions will be paid in cash or shares of our common stock at the election of shareholders, although the total amount of cash to be distributed to all shareholders will be limited to approximately 20% of the total distributions to be paid to all shareholders; the remainder of the distributions (approximately 80%) will be paid in the form of shares of our common stock

 

Net assets on December 31, 2019 were approximately $86.9 million. NAV per share on December 31, 2019 was $8.63, as compared to NAV per share of $9.09 on September 30, 2019, driven primarily by unrealized losses in certain of our investments

 

“The first quarter of 2020 has thus far been characterized by unprecedented volatility in the leveraged credit markets, driven in part by the impact of the global Coronavirus outbreak and violent swings in commodity prices,” remarked Peter A. Reed, GECC’s Chief Executive Officer. “Our significant liquidity position is of paramount importance during times like these. A portion of our second quarter 2020 distributions will be paid in shares of our common stock in order to maximize our liquidity and further strengthen our balance sheet in this volatile investment environment.”

1

 


 

PORTFOLIO AND INVESTMENT ACTIVITY

 

As of December 31, 2019, we held 28 debt investments, totaling approximately $174.1 million and representing 88.1% of the fair market value of our total investments. First lien and/or secured debt investments comprised 100.0% of the fair market value of our debt investments. As of the same date, we held seven equity investments, totaling approximately $23.6 million and representing 11.9% of the fair market value of our total investments.

 

As of December 31, 2019, the weighted average current yield on our debt portfolio was 10.8%. Floating rate instruments comprised approximately 72.7% of the fair market value of debt investments.

 

During the quarter ended December 31, 2019, we deployed approximately $15.1 million into eight investments(1). The weighted average price of the debt deployment activity was 97% of par, carrying a weighted average current yield of 9.0%.

 

During the quarter ended December 31, 2019, we monetized, in part or in full, 13 investments for approximately $9.6 million(2), at a weighted average current yield of 8.5%. Our weighted average realized price was par.

 

CONSOLIDATED RESULTS OF OPERATIONS

 

Total investment income for the quarter ended December 31, 2019 was approximately $7.0 million, or $0.70 per share. Total expenses for the quarter ended December 31, 2019 were approximately $4.3 million, or $0.42 per share.  

 

Net realized gains for the quarter ended December 31, 2019 were approximately $0.03 million. Net unrealized depreciation from investments for the quarter ended December 31, 2019 was approximately $4.2 million, or $0.41 per share.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2019, available liquidity from cash and money market investments was approximately $15.6 million, exclusive of our holdings of United States Treasury Bills. Total debt outstanding as of December 31, 2019 was $124.0 million, comprised of our 6.50% senior notes due September 2022 (NASDAQ: GECCL), our 6.50% senior notes due June 2024 (NASDAQ: GECCN) and our 6.75% senior notes due January 2025 (NASDAQ: GECCM). Importantly, as of December 31, 2019, we had no maintenance covenants in our outstanding debt. Our asset coverage ratio was approximately 170.0% and our debt-to-equity ratio was 1.43x.

 


SELECT SUBSEQUENT ACTIVITY

 

Distributions

In December 2019, our Board declared a special distribution of $0.05 per share. Including base distributions, we declared approximately $1.05 per share in total distributions in 2019, representing an annual distribution yield of 12.1% on the December 31, 2019 NAV.

In March 2020, our Board set monthly distributions of $0.083 per share for the second quarter of 2020. The distributions will be paid in cash or shares of our common stock at the election of shareholders, although the total amount of cash to be distributed to all shareholders will be limited to approximately 20% of the total distributions to be paid to all shareholders; the remainder of the distributions (approximately 80%) will be paid in the form of shares of our common stock.

Our distribution policy has been designed to set an annual base distribution rate that is covered by NII. From time to time, as catalyst-driven investments are realized or when we out-earn our declared distributions, we may supplement monthly distributions with special distributions from NII generated in excess of the declared distributions(3).

 

CONFERENCE CALL AND WEBCAST

 

Great Elm Capital Corp. will host a conference call and webcast on Tuesday, March 24, 2020 at 10:00 a.m. Eastern Time to discuss its fourth quarter and year end financial results. All interested parties are invited to participate in the conference call by dialing +1 (844) 820-8297; international callers should dial +1 (661) 378-9758. Participants should enter the Conference ID 1340609 when asked. For a copy of the slide presentation that will be referenced during the course of our conference call, please visit: http://www.investor.greatelmcc.com/events-and-presentations/presentations.


The conference call will be webcast simultaneously at:
https://edge.media-server.com/mmc/p/xsp4an7j.

 

About Great Elm Capital Corp.

 

Great Elm Capital Corp. is an externally managed, specialty finance company focused on investing in debt instruments of middle market companies. GECC elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. GECC targets catalyst-driven investments as it seeks to generate attractive, risk-adjusted returns through both current income and capital appreciation.

 

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, 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 SEC. 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 and money market mutual funds.

(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 and money market mutual funds.

(3) There can be no assurance that any such supplemental amounts will be received or realized, or even if received and realized, distributed or available for distribution. Past distributions are not indicative of future distributions. Distributions are declared by the Board out of the funds legally available therefor.

 


Great Elm Capital Corp.

Consolidated Statements of Assets and Liabilities

Dollar amounts in thousands (except per share amounts)

 

 

December 31, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments, at fair value

   (amortized cost of $168,269 and $137,852, respectively)

 

$

147,412

 

 

$

128,318

 

Non-affiliated, non-controlled short-term investments, at fair value

   (amortized cost of $85,733 and $78,093, respectively)

 

 

85,733

 

 

 

78,085

 

Affiliated investments, at fair value

   (amortized cost of $102,704 and $89,854, respectively)

 

 

40,608

 

 

 

35,665

 

Controlled investments, at fair value

   (amortized cost of $10,601 and $20,648, respectively)

 

 

9,595

 

 

 

20,203

 

Total investments

 

 

283,348

 

 

 

262,271

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

4,606

 

 

 

4,167

 

Receivable for investments sold

 

 

-

 

 

 

10,887

 

Interest receivable

 

 

2,350

 

 

 

3,255

 

Dividend receivable

 

 

14

 

 

 

9

 

Due from portfolio company

 

 

617

 

 

 

555

 

Due from affiliates

 

 

15

 

 

 

5

 

Prepaid expenses and other assets

 

 

89

 

 

 

414

 

Total assets

 

$

291,039

 

 

$

281,563

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Notes payable 6.50% due September 18, 2022 (including unamortized discount

   of $839 and $1,141, respectively)

 

$

31,792

 

 

$

31,490

 

Notes payable 6.75% due January 31, 2025 (including unamortized discount

   of $1,321 and $1,588, respectively)

 

 

45,078

 

 

 

44,811

 

Notes payable 6.50% due June 30, 2024 (including unamortized discount

   of $2,058 and $0, respectively)

 

 

42,942

 

 

 

-

 

Payable for investments purchased

 

 

72,749

 

 

 

84,102

 

Interest payable

 

 

354

 

 

 

354

 

Distributions payable

 

 

1,338

 

 

 

3,441

 

Accrued incentive fees payable

 

 

8,157

 

 

 

5,422

 

Due to affiliates

 

 

997

 

 

 

1,069

 

Accrued expenses and other liabilities

 

 

743

 

 

 

758

 

Total liabilities

 

$

204,150

 

 

$

171,447

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 6)

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

 

 

Common stock, par value $0.01 per share (100,000,000 shares authorized,

   10,062,682 shares issued and outstanding and 10,652,401 shares issued and

   outstanding, respectively)

 

$

101

 

 

$

107

 

Additional paid-in capital

 

 

193,114

 

 

 

198,247

 

Accumulated losses

 

 

(106,326

)

 

 

(88,238

)

Total net assets

 

$

86,889

 

 

$

110,116

 

Total liabilities and net assets

 

$

291,039

 

 

$

281,563

 

Net asset value per share

 

$

8.63

 

 

$

10.34

 


Great Elm Capital Corp.

Consolidated Statements of OPERATIONS

Dollar amounts in thousands (except per share amounts)

 

 

For the Three Months Ended December 31,

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Investment Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

$

5,088

 

 

$

4,896

 

 

$

17,087

 

 

$

16,259

 

Non-affiliated, non-controlled investments (PIK)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Affiliated investments

 

 

231

 

 

 

204

 

 

 

858

 

 

 

772

 

Affiliated investments (PIK)

 

 

1,219

 

 

 

966

 

 

 

4,158

 

 

 

7,204

 

Controlled investments

 

 

76

 

 

 

519

 

 

 

1,411

 

 

 

2,128

 

Controlled investments (PIK)

 

 

-

 

 

 

275

 

 

 

684

 

 

 

971

 

Total interest income

 

 

6,614

 

 

 

6,860

 

 

 

24,198

 

 

 

27,334

 

Dividend income from non-affiliated, non-controlled investments

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

63

 

 

 

19

 

 

 

470

 

 

 

197

 

Controlled investments

 

 

320

 

 

 

-

 

 

 

1,600

 

 

 

-

 

Total dividend income

 

 

383

 

 

 

19

 

 

 

2,070

 

 

 

197

 

Other income from:

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

5

 

 

 

18

 

 

 

142

 

 

 

70

 

Affiliated investments

 

 

-

 

 

 

2

 

 

 

2

 

 

 

92

 

Affiliated investments (PIK)

 

 

1

 

 

 

-

 

 

 

565

 

 

 

-

 

Controlled investments

 

 

9

 

 

 

14

 

 

 

61

 

 

 

61

 

Total other income

 

 

15

 

 

 

34

 

 

 

770

 

 

 

223

 

Total investment income

 

$

7,012

 

 

$

6,913

 

 

$

27,038

 

 

$

27,754

 

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Expenses:

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Management fees

 

$

746

 

 

$

740

 

 

$

2,953

 

 

$

2,955

 

Incentive fees

 

 

636

 

 

 

772

 

 

 

2,735

 

 

 

165

 

Administration fees

 

 

253

 

 

 

417

 

 

 

987

 

 

 

1,416

 

Custody fees

 

 

12

 

 

 

14

 

 

 

57

 

 

 

58

 

Directors’ fees

 

 

50

 

 

 

45

 

 

 

200

 

 

 

195

 

Professional services

 

 

122

 

 

 

414

 

 

 

833

 

 

 

1,205

 

Interest expense

 

 

2,303

 

 

 

1,457

 

 

 

7,636

 

 

 

5,645

 

Other expenses

 

 

142

 

 

 

169

 

 

 

491

 

 

 

601

 

Total expenses

 

 

4,264

 

 

 

4,028

 

 

 

15,892

 

 

 

12,240

 

Accrued administration fee waiver

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net expenses

 

$

4,264

 

 

$

4,028

 

 

$

15,892

 

 

$

12,240

 

Net investment income before taxes

 

$

2,748

 

 

$

2,885

 

 

$

11,146

 

 

$

15,514

 

Excise tax

 

$

209

 

 

$

180

 

 

$

209

 

 

$

180

 

Net investment income

 

$

2,539

 

 

$

2,705

 

 

$

10,937

 

 

$

15,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses) on investment transactions:

 

 

 

 

 

Net realized gain (loss) from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

$

31

 

 

$

394

 

 

$

1,146

 

 

$

2,209

 

Affiliated investments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Controlled investments

 

 

-

 

 

 

-

 

 

 

154

 

 

 

210

 

Total net realized gain (loss)

 

 

31

 

 

 

394

 

 

 

1,300

 

 

 

2,419

 

Net change in unrealized appreciation (depreciation) from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

(3,959

)

 

 

(6,356

)

 

 

(11,316

)

 

 

(8,359

)

Affiliated investments

 

 

(241

)

 

 

(9,093

)

 

 

(7,907

)

 

 

(18,535

)

Controlled investments

 

 

39

 

 

 

(122

)

 

 

(561

)

 

 

136

 

Total net change in unrealized appreciation (depreciation)

 

 

(4,161

)

 

 

(15,571

)

 

 

(19,784

)

 

 

(26,758

)

Net realized and unrealized gains (losses)

 

$

(4,130

)

 

$

(15,177

)

 

$

(18,484

)

 

$

(24,339

)

Net increase (decrease) in net assets resulting from operations

 

$

(1,591

)

 

$

(12,472

)

 

$

(7,547

)

 

$

(9,005

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share (basic and diluted):

 

$

0.25

 

 

$

0.25

 

 

$

1.07

 

 

$

1.44

 

Earnings per share (basic and diluted):

 

$

(0.16

)

 

$

(1.18

)

 

$

(0.74

)

 

$

(0.85

)

Weighted average shares outstanding (basic and diluted):

 

 

10,062,682

 

 

 

10,652,401

 

 

 

10,249,578

 

 

 

10,652,401

 

 

 

 


 

Media & Investor Contact:

 

Investor Relations

+1 (617) 375-3006

investorrelations@greatelmcap.com