EX-99.1 2 gecc-ex991_6.htm EX-99.1 gecc-ex991_6.htm

Exhibit 99.1

 

Great Elm Capital Corp. Announces Fourth Quarter and Year End 2018 Financial Results; Fourth Quarter Net Investment Income of $0.25 Per Share; Board Sets Second Quarter 2019 Distribution of $0.083 Per Share Per Month; Subsequent Acquisition of Prestige Capital Corporation

 

Waltham, MA, March 13, 2019 – Great Elm Capital Corp. (“we,” “us,” “our” or “GECC”), (NASDAQ: GECC), today announced its financial results for the quarter ended December 31, 2018.

 

FINANCIAL HIGHLIGHTS(1)

 

 

Net investment income (“NII”) for the quarter ended December 31, 2018 was approximately $2.7 million, or $0.25 per share, equating to 1.0x distribution coverage for the quarter. For the year ended December 31, 2018, we generated $1.44 per share in NII vs. approximately $1.00 per share in base distributions paid ($0.083 per share per month), representing greater than 1.4x distribution coverage. Including our special distribution of $0.24 per share, the distribution coverage was approximately 1.2x.

 

In March 2019, the Board of Directors (the “Board”) set monthly distributions of $0.083 per share for the second quarter of 2019, representing a yield of approximately 9.6% on December 31, 2018 net asset value (“NAV”). Including the special distribution, the annual distribution yield for fiscal year 2018 was approximately 12.0% on December 31, 2018 NAV.

 

Net assets on December 31, 2018 were approximately $110.1 million. NAV per share on December 31, 2018 was $10.34, as compared to NAV per share of $12.00 on September 30, 2018.

 

We had approximately $0.4 million of net realized gains during the quarter ended December 31, 2018, or approximately $0.04 per share, and net unrealized depreciation of approximately $15.6 million, or approximately $1.46 per share, driven primarily by secondary market volatility and widening leveraged credit spreads.

 

During the quarter ended December 31, 2018, we invested approximately $34.8 million across 10 investments(2), including one new issuer. During the quarter ended December 31, 2018, we monetized (in part or in full) approximately $40.0 million across 19 investments(3).

 

“I’m pleased to report that NII successfully covered our base distribution for the ninth consecutive quarter,” remarked Peter A. Reed, GECC’s Chief Executive Officer. “On the year, we covered our base distributions by greater than 1.4 times and our total distributions by approximately 1.2 times, highlighting our team's ability to identify attractive total return opportunities to generate NII.”

 

 

 

1

 


 

PORTFOLIO AND INVESTMENT ACTIVITY

 

As of December 31, 2018, we held 26 debt investments across 21 companies, totaling approximately $178.0 million and representing 96.6% of the fair market value of our total investments. First lien and/or senior secured debt investments comprised 100.0% of the fair market value of our debt investments. As of the same date, we held four equity investments, totaling approximately $6.2 million and representing 3.4% of the fair market value of our total investments.

 

As of December 31, 2018, the weighted average current yield on our debt portfolio was 12.0%. Floating rate instruments comprised approximately 58.0% of the fair market value of debt investments.

 

During the quarter ended December 31, 2018, we deployed approximately $34.8 million(2) into 10 investments (one new company, nine existing portfolio companies). The weighted average price of the deployment activity was 92% of par, carrying a weighted average current yield of 11.2%. Substantially all of these investments were first lien and/or senior secured investments.

 

During the quarter ended December 31, 2018, we monetized in part or in full, 19 investments, for approximately $40.0 million(3), at a weighted average current yield of 11.3%. Our weighted average realized price was 99.2% of par.

 

LEGACY FULL CIRCLE PORTFOLIO

 

Since the Full Circle Capital Corporation (“Full Circle”) merger closed in November 2016, we have been diligently focused on monetizing the legacy portfolio. To date, we have exited 24 positions across 16 portfolio companies, realizing an aggregate total return of $5.1 million. These realized gains represents 109% of NAV, a significant achievement given the market’s previous assessment of this portfolio.

 

CONSOLIDATED RESULTS OF OPERATIONS

 

Total investment income for the quarter ended December 31, 2018 was approximately $6.9 million, or $0.65 per share. Net expenses for the quarter ended December 31, 2018 were approximately $4.2 million, or $0.40 per share.  

 

Net realized gains for the quarter ended December 31, 2018 were approximately $0.4 million, or $0.04 per share. Net unrealized depreciation from investments for the quarter ended December 31, 2018 was approximately $15.6 million, or $1.46 per share.

 

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2018, available liquidity from cash and money market investments was approximately $7.7 million, exclusive of our holdings of United States Treasury Bills. Total debt outstanding as of December 31, 2018 was $79.0 million, comprised of our 6.50% senior notes due September 2022 (NASDAQ: GECCL) and our 6.75% senior notes due January 2025 (NASDAQ: GECCM). Our asset coverage ratio was 239% and our debt to equity ratio was 0.72x.

 

SELECT SUBSEQUENT ACTIVITY

 

Acquisition of Prestige Capital Corporation (“PCC”):

 

On February 8, 2019, GECC acquired 80.0% of the outstanding equity interests in PCC for aggregate cash consideration of approximately $7.4 million. Headquartered in Fort Lee, NJ, PCC specializes in providing liquidity solutions to early stage and small-to-mid sized businesses through the purchase of their invoices. In 2017, PCC generated Revenue of approximately $6.4 million and Adjusted Net Income of $2.0 million. Management currently expects that the audited 2018 results will be equal to or higher than the comparable 2017 figures. The management team, headed by Alan Eliasof (CEO) and Stuart Rosenthal (President), will maintain a 20.0% minority stake in the business. In addition to PCC’s attractive dividend yield, GECC intends to participate directly in factoring transactions that PCC originates, for an anticipated low-to-mid teens annual yield. GECC may also provide ABL loans to successful PCC clients who “graduate” to less expensive ABL financing from more expensive factor financing.

 

International Wire Group

 

On March 8, 2019, International Wire Group Holdings, Inc. (“ITWG”) announced that it had entered into a definitive merger agreement to be acquired by affiliates of Atlas Holdings LLC. GECC held $17.5 million par value of ITWG’s wholly owned subsidiary, International Wire Group, Inc.’s, senior secured notes due 2021 at period end. As of December 31, 2018, the notes were marked at 89.0% of par. On March 11, 2019, GECC sold all $17.5 million of the position at a weighted average price of 101.5% of par.

 

Distributions:

 

In December 2018, our Board declared a special distribution of $0.24 per share. Including base distributions, we paid approximately $1.24 per share in total distributions in 2018, representing an annual distribution yield of 12.0% on December 31, 2018 NAV.

 

In March 2019, our Board set the monthly distributions for the second fiscal quarter of 2019 at a rate of $0.083 per share. The distribution schedule, including record date and payment date, will be established by GECC pursuant to authority granted by the Board and communicated to stockholders in late March 2019.

 

 


 

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(4).

 

CONFERENCE CALL AND WEBCAST

 

Great Elm Capital Corp. will host a conference call and webcast on Wednesday, March 13, 2019 at 10:00 a.m. Eastern time to discuss its fourth quarter 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 4689947 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 presentation will also be published before the opening of the financial markets on Wednesday, March 13, 2019. Additionally, the conference call will be webcast simultaneously at: https://edge.media-server.com/m6/p/esjy52zv.

 

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 special situations and 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.

 

 


 

Non-GAAP Financial Measures

 

The SEC has adopted rules to regulate the use in filings with the SEC, and in public disclosures, of financial measures that are not in accordance with US GAAP, such as adjusted net income (“Adjusted Net Income”). Adjusted Net Income is derived from methodologies other than in accordance with US GAAP. GECC believes that Adjusted Net Income is an important measure for investors to use in evaluating certain of GECC’s investments. In addition, GECC’s management reviews Adjusted Net Income as they evaluate acquisition opportunities.

 

Adjusted Net Income has limitations as an analytical tool, and you should not consider it either in isolation from, or as a substitute for, analyzing GECC’s results as reported under US GAAP. Non-GAAP financial measures reported by GECC may not be comparable to similarly titled amounts reported by other companies.

 

Set forth below is a reconciliation of Adjusted Net Income to the most directly comparable US GAAP financial measure, net income. The information in the table below includes forecasts, projections and other predictive statements that represent GECC’s assumptions and expectations in light of currently available information. These forecasts, projections and other predictive statements involve risks, variables and uncertainties. GECC’s actual performance results may differ from those projected in in the table below, and any such differences may be material.

 

 

 

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

 

 

Media & Investor Contact:

Investor Relations

+1 617 375-3006

investorrelations@greatelmcap.com

 

 

 


 

Endnotes:

 

(1) The per share figures are based on a weighted average of shares outstanding for the three months ended December 31, 2018, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements.

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

(3) 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.

(4) 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, 2018

 

 

December 31, 2017

 

Assets

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

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

   (amortized cost of $137,852 and $179,558, respectively)

 

$

128,318

 

 

$

144,996

 

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

   (amortized cost of $78,093 and $65,892, respectively)

 

 

78,085

 

 

 

65,890

 

Affiliated investments, at fair value

   (amortized cost of $89,854 and $4,240, respectively)

 

 

35,665

 

 

 

1,770

 

Controlled investments, at fair value

   (amortized cost of $20,648 and $18,487, respectively)

 

 

20,203

 

 

 

18,104

 

Total investments

 

 

262,271

 

 

 

230,760

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

4,167

 

 

 

2,916

 

Receivable for investments sold

 

 

10,887

 

 

 

12

 

Interest receivable

 

 

3,255

 

 

 

5,027

 

Due from portfolio company

 

 

555

 

 

 

204

 

Due from affiliates

 

 

5

 

 

 

692

 

Prepaid expenses and other assets

 

 

423

 

 

 

302

 

Total assets

 

$

281,563

 

 

$

239,913

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

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

   of $1,141 and $1,435, respectively)

 

$

31,490

 

 

$

31,196

 

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

   of $1,588 and $0, respectively)

 

 

44,811

 

 

 

-

 

Payable for investments purchased

 

 

84,102

 

 

 

66,165

 

Interest payable

 

 

354

 

 

 

354

 

Distributions payable

 

 

3,441

 

 

 

3,015

 

Accrued incentive fees payable

 

 

5,422

 

 

 

5,257

 

Due to affiliates

 

 

1,069

 

 

 

936

 

Accrued expenses and other liabilities

 

 

758

 

 

 

703

 

Total liabilities

 

$

171,447

 

 

$

107,626

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 6)

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

 

 

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

   10,652,401 and 10,652,401shares issued and outstanding, respectively)

 

$

107

 

 

$

107

 

Additional paid-in capital

 

 

198,247

 

 

 

198,426

 

Accumulated losses

 

 

(88,238

)

 

 

(66,246

)

Total net assets

 

$

110,116

 

 

$

132,287

 

Total liabilities and net assets

 

$

281,563

 

 

$

239,913

 

Net asset value per share

 

$

10.34

 

 

$

12.42

 

 

 


 

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,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Investment Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

$

4,896

 

 

$

(1,889

)

 

$

16,259

 

 

$

15,830

 

Non-affiliated, non-controlled investments (PIK)

 

 

-

 

 

 

10,719

 

 

 

-

 

 

 

10,719

 

Affiliated investments

 

 

204

 

 

 

25

 

 

 

772

 

 

 

73

 

Affiliated investments (PIK)

 

 

966

 

 

 

-

 

 

 

7,204

 

 

 

-

 

Controlled investments

 

 

519

 

 

 

(232

)

 

 

2,128

 

 

 

1,312

 

Controlled investments (PIK)

 

 

275

 

 

 

990

 

 

 

971

 

 

 

990

 

Total interest income

 

 

6,860

 

 

 

9,613

 

 

 

27,334

 

 

 

28,924

 

Dividend income from non-affiliated, non-controlled investments

 

 

19

 

 

 

59

 

 

 

197

 

 

 

298

 

Other income from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

18

 

 

 

2

 

 

 

70

 

 

 

470

 

Affiliated investments

 

 

2

 

 

 

-

 

 

 

92

 

 

 

-

 

Controlled investments

 

 

14

 

 

 

36

 

 

 

61

 

 

 

36

 

Total other income

 

 

34

 

 

 

38

 

 

 

223

 

 

 

506

 

Total investment income

 

$

6,913

 

 

$

9,710

 

 

$

27,754

 

 

$

29,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

740

 

 

$

612

 

 

$

2,955

 

 

$

2,298

 

Incentive fees

 

 

772

 

 

 

1,610

 

 

 

165

 

 

 

4,394

 

Administration fees

 

 

417

 

 

 

308

 

 

 

1,416

 

 

 

1,362

 

Custody fees

 

 

14

 

 

 

28

 

 

 

58

 

 

 

62

 

Directors’ fees

 

 

45

 

 

 

48

 

 

 

195

 

 

 

136

 

Professional services

 

 

414

 

 

 

294

 

 

 

1,205

 

 

 

1,013

 

Professional services related to the Merger and Formation transactions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Interest expense

 

 

1,457

 

 

 

60

 

 

 

5,645

 

 

 

2,039

 

Other expenses

 

 

169

 

 

 

193

 

 

 

601

 

 

 

655

 

Total expenses

 

 

4,028

 

 

 

3,153

 

 

 

12,240

 

 

 

11,959

 

Accrued administration fee waiver

 

 

-

 

 

 

(140

)

 

 

-

 

 

 

(70

)

Net expenses

 

$

4,028

 

 

$

3,293

 

 

$

12,240

 

 

$

12,029

 

Net investment income before taxes

 

$

2,885

 

 

$

6,417

 

 

$

15,514

 

 

$

17,699

 

Excise tax

 

$

180

 

 

$

124

 

 

$

180

 

 

$

124

 

Net investment income

 

$

2,705

 

 

$

6,293

 

 

$

15,334

 

 

$

17,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

Net realized gain (loss) from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

$

394

 

 

$

221

 

 

$

2,209

 

 

$

3,641

 

Affiliated investments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Controlled investments

 

 

-

 

 

 

(8

)

 

 

210

 

 

 

(8

)

Purchase accounting

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total net realized gain (loss)

 

 

394

 

 

 

213

 

 

 

2,419

 

 

 

3,633

 

Net change in unrealized appreciation (depreciation) from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

(6,356

)

 

 

(1,167

)

 

 

(8,359

)

 

 

(21,078

)

Affiliated investments

 

 

(9,093

)

 

 

(711

)

 

 

(18,535

)

 

 

(2,501

)

Controlled investments

 

 

(122

)

 

 

298

 

 

 

136

 

 

 

(383

)

Total net change in unrealized appreciation (depreciation)

 

 

(15,571

)

 

 

(1,580

)

 

 

(26,758

)

 

 

(23,962

)

Net realized and unrealized gains (losses)

 

$

(15,177

)

 

$

(1,367

)

 

$

(24,339

)

 

$

(20,329

)

Net increase (decrease) in net assets resulting from operations

 

$

(12,472

)

 

$

4,926

 

 

$

(9,005

)

 

$

(2,754

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share (basic and diluted):

 

$

0.25

 

 

$

0.59

 

 

$

1.44

 

 

$

1.52

 

Earnings per share (basic and diluted):

 

$

(1.18

)

 

$

0.41

 

 

$

(0.85

)

 

$

(0.24

)

Weighted average shares outstanding (basic and diluted):

 

 

10,652,401

 

 

 

10,667,236

 

 

 

10,652,401

 

 

 

11,655,370