10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01211

Great Elm Capital Corp.

(Exact name of registrant as specified in its charter)


Maryland		81-2621577
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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

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, par value $0.01 per share	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No ☒

As of October 28, 2022, the registrant had 7,601,958 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	Signatures	18
	Index to Consolidated Financial Statements	F-19
	Consolidated Statements of Assets and Liabilities (unaudited)	F-20
	Consolidated Statements of Operations (unaudited)	F-21
	Consolidated Statements of Changes in Net Assets (unaudited)	F-22
	Consolidated Statements of Cash Flows (unaudited)	F-23
	Consolidated Schedule of Investments (unaudited)	F-25
	Notes to the Unaudited Consolidated Financial Statements	F-47

PART I—FINANCIAL INFORMATION

Unless the context otherwise requires, all references to “GECC,” “we,” “us,” “our,” the “Company” and words of similar import are to Great Elm Capital Corp. and/or its subsidiaries. We reference materials on our website, www.greatelmcc.com, but nothing on our website shall be deemed incorporated by reference or otherwise contained in this report.

Cautionary Note Regarding Forward-Looking Information

Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or financial conditions. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

▪

our, or our portfolio companies’, future business, operations, operating results or prospects;

▪

the return or impact of current and future investments;

▪

the impact of a protracted decline in the liquidity of credit markets on our business;

▪

the impact of fluctuations in interest rates on our business;

▪

the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;

▪

our contractual arrangements and relationships with third parties;

▪

our current and future management structure;

▪

the general economy, including recessionary trends, and its impact on the industries in which we invest;

▪

the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

▪

serious disruptions and catastrophic events, including the impact of the novel coronavirus (“COVID-19”) pandemic on the global economy;

▪

our expected financings and investments, including interest rate volatility;

▪

the adequacy of our financing resources and working capital;

▪

the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;

▪

the timing of cash flows, if any, from the operations of our portfolio companies;

▪

the timing, form and amount of any dividend distributions;

▪

the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and

▪

our ability to maintain our qualification as a regulated investment company (“RIC”) and as a business development company (“BDC”).

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward-looking statements contained in this report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth under “Item 1A. Risk Factors,” herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (our “Form 10-K”).

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”).

Item 1. Financial Statements.

The financial statements listed in the index to consolidated financial statements immediately following the signature page to this report are incorporated herein by reference.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We are a BDC that seeks to generate both current income and capital appreciation through debt and income-generating equity investments, including investments in specialty finance businesses. To achieve our investment objective, we invest in secured and senior secured debt instruments of middle market companies, as well as income-generating equity investments in specialty finance companies, that we believe offer sufficient downside protection and have the potential to generate attractive returns. We generally define middle market companies as companies with enterprise values between $100 million and $2 billion. We also make investments throughout other portions of a company’s capital structure, including subordinated debt, mezzanine debt, and equity or equity‑linked securities. We source these transactions directly with issuers and in the secondary markets through relationships with industry professionals.

In December 2021, Great Elm Specialty Finance, LLC (“GESF") a wholly-owned subsidiary of GECC, was formed to oversee specialty finance related investments, and Michael Keller, a seasoned professional with significant experience in specialty finance, was appointed President of GESF. We believe investments in specialty finance companies along the “continuum of lending” provide durable risk adjusted returns that are expected to be largely uncorrelated to the liquid credit markets. The “continuum of lending” as seen by Great Elm Capital Management, Inc. (“GECM”) is the various stages of capital that are provided to under-banked small and medium sized businesses and includes, but is not limited to inventory and purchase order financing, receivables factoring, asset-based and asset-backed lending, and equipment financing. GECM believes that ownership interests in multiple specialty finance companies will create a natural competitive advantage for each business and generate both revenue and cost synergies across companies.

On September 27, 2016, we and GECM, our external investment manager, entered into an investment management agreement (the “Investment Management Agreement”) and an administration agreement (the “Administration Agreement”), and we began to accrue obligations to our external investment manager under those agreements. The Investment Management Agreement renews for successive annual periods, subject to approvals from our board of directors (our "Board") and/or stockholders. On August 1, 2022, our stockholders approved an amendment to the Investment Management Agreement to eliminate $163.2 million of realized and unrealized losses incurred prior to April 1, 2022 from the calculation of future capital gains incentive fees and reset the capital gain incentive fee and mandatory deferral periods in Sections 4.4 and 4.5, respectively, of the Investment Management Agreement to begin on April 1, 2022.

We have elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, we will not be taxed on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. To qualify as a RIC, we must, among other things, meet source-of-income and asset diversification requirements and annually distribute to our stockholders generally at least 90% of our investment company taxable income on a timely basis. If we qualify as a RIC, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including, among others, the amount of debt and equity capital available from other sources to middle-market companies, the level of merger and acquisition activity, pricing in the high yield and leveraged loan credit markets, our expectations of future investment opportunities, the general economic environment as well as the competitive environment for the types of investments we make.

As a BDC, our investments and the composition of our portfolio are required to comply with regulatory requirements.

Revenues

We generate revenue primarily from interest on the debt investments that we hold. We may also generate revenue from dividends on the equity investments that we hold, capital gains on the disposition of investments, and lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Our debt investments generally pay interest quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or payment-in-kind (“PIK”). In addition, we may generate revenue in the form of prepayment fees, commitment, origination, due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment-related income.

Expenses

Our primary operating expenses include the payment of a base management fee, administration fees (including the allocable portion of overhead under the Administration Agreement), and, depending on our operating results, an incentive fee. The base management fee and incentive fee remunerates GECM for work in identifying, evaluating, negotiating, closing and monitoring our investments. The Administration Agreement provides for reimbursement of costs and expenses incurred for office space rental, office equipment and utilities allocable to us under the Administration Agreement, as well as certain costs and expenses incurred relating to non-investment advisory, administrative or operating services provided by GECM or its affiliates to us. We also bear all other costs and expenses of our operations and transactions. In addition, our expenses include interest on our outstanding indebtedness.

Critical Accounting Policies

Valuation of Portfolio Investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our Board. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (1) are independent of us; (2) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary); (3) are able to transact for the asset; and (4) are willing to transact for the asset (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. Debt and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value, are valued at fair value using a valuation process consistent with our Board-approved policy.

Our Board approves in good faith the valuation of our portfolio as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may impact the market quotations used to value some of our investments.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples, security covenants, call protection provisions, information rights and the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, and merger and acquisition comparables; and enterprise values.

We prefer the use of observable inputs and minimize the use of unobservable inputs in our valuation process. Inputs refer broadly to the assumptions that market participants would use in pricing an asset. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset developed based on the best information available in the circumstances.

Both observable and unobservable inputs are subject to some level of uncertainty and assumptions used bear the risk of change in the future. We utilize the best information available to us, including the factors listed above, in preparing the fair valuations. In determining the fair value of any individual investment, we may use multiple inputs or utilize more than one approach to calculate the fair value to assess the sensitivity to change and determine a reasonable range of fair value. In addition, our valuation procedures include an assessment of the current valuation as compared to the previous valuation for each investment and where differences are material understanding the primary drivers of those changes, incorporating updates to our current valuation inputs and approaches as appropriate.

Revenue Recognition

Interest and dividend income, including PIK income, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts (“OID”), earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment if such fees are fixed in nature. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, and end-of-term or exit fees that have a contingency feature or are variable in nature are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

We may purchase debt investments at a discount to their face value. Discounts on the acquisition of corporate debt instruments are generally amortized using the effective-interest or constant-yield method unless there are material questions as to collectability.

We assess the outstanding accrued income receivables for collectability at least quarterly, or more frequently if there is an event that indicates the underlying portfolio company may not be able to make the expected payments. If it is determined that amounts are not likely to be paid we may establish a reserve against or reverse the income and put the investment on non-accrual status.

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method.

Net change in unrealized appreciation or depreciation reflects the net change in portfolio investment fair values and portfolio investment cost bases during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and Investment Activity

The following is a summary of our investment activity for the year ended December 31, 2021 and the nine months ended September 30, 2022:


(in thousands)	Acquisitions(1)		Dispositions(2)			Weighted Average Yield End of Period(3)
Quarter ended March 31, 2021	$	58,429	$	(28,268	)		10.91	%
Quarter ended June 30, 2021		49,904		(35,583	)		11.10	%
Quarter ended September 30, 2021		72,340		(31,640	)		11.27	%
Quarter ended December 31, 2021		34,184		(40,270	)		10.81	%
For the Year Ended December 31, 2021		214,857		(135,761	)

Quarter ended March 31, 2022		27,578		(29,723	)		10.38	%
Quarter ended June 30, 2022		44,750		(34,014	)		10.27	%
Quarter ended September 30, 2022		40,212		(28,430	)		11.59	%
For the Nine Months Ended September 30, 2022	$	112,540	$	(92,167	)

(1)

Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, were excluded.

(2)

Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities). Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, were excluded.

(3)

Weighted average yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. Debt securities on non-accrual status are included in the calculation and are treated as having 0% as their applicable interest rate for purposes of this calculation, unless such debt securities are valued at zero.

Portfolio Reconciliation

The following is a reconciliation of the investment portfolio for the nine months ended September 30, 2022 and the year ended December 31, 2021. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, are excluded from the table below.


(in thousands)	For the Nine Months Ended September 30, 2022			For the Year Ended December 31, 2021
Beginning Investment Portfolio, at fair value	$	212,149		$	151,648
Portfolio Investments acquired(1)		112,540			214,857
Amortization of premium and accretion of discount, net		977			3,958
Portfolio Investments repaid or sold(2)		(92,167	)		(135,761	)
Net change in unrealized appreciation (depreciation) on investments		112,018			(12,922	)
Net realized gain (loss) on investments		(128,504	)		(9,631	)
Ending Investment Portfolio, at fair value	$	217,013		$	212,149

(1)

Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings, and capitalized PIK income.

(2)

Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities).

Portfolio Classification

The following table shows the fair value of our portfolio of investments by industry as of September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022						December 31, 2021
Industry	Investments at Fair Value			Percentage of Fair Value			Investments at Fair Value			Percentage of Fair Value
Specialty Finance	$	51,347			23.66	%	$	47,952			22.60	%
Energy Midstream		26,333			12.13	%		31,815			15.00	%
Chemicals		24,477			11.28	%		15,058			7.10	%
Metals & Mining		13,693			6.31	%		13,711			6.46	%
Internet Media		13,298			6.13	%		11,870			5.60	%
Transportation Equipment Manufacturing		11,679			5.38	%		6,030			2.84	%
Oil & Gas Exploration & Production		11,647			5.37	%		9,849			4.64	%
Casinos & Gaming		7,931			3.66	%		5,291			2.49	%
Shipping		7,292			3.36	%		-			-	%
Consumer Products		7,258			3.34	%		-			-	%
Food & Staples		6,404			2.95	%		2,724			1.28	%
Industrial		5,451			2.51	%		7,551			3.56	%
Oil & Gas Refining		5,358			2.47	%		3,030			1.43	%
Hospitality		5,001			2.30	%		4,085			1.93	%
Energy Services		4,469			2.06	%		-			-	%
Aircraft		3,574			1.65	%		-			-	%
Wireless Telecommunications Services		3,550			1.64	%		8,137			3.84	%
Restaurants		3,333			1.54	%		8,310			3.92	%
Closed-End Fund		2,654			1.22	%		-			-	%
Apparel		2,585			1.19	%		2,929			1.38	%
Special Purpose Acquisition Company		20			0.01	%		3,044			1.43	%
Retail		5			-	%		4,267			2.01	%
Biotechnology		4			-	%		11			0.01	%
Auto Manufacturer		2			-	%		-			-	%
Communications Equipment		1			-	%		1,057			0.50	%
Household & Personal Products		1			-	%		-			-	%
IT Services		1			-	%		7			0.01	%
Technology		(355	)		(0.16	)%		(158	)		(0.07	)%
Construction Materials Manufacturing		-			-	%		10,461			4.93	%
Home Security		-			-	%		5,590			2.63	%
Healthcare Supplies		-			-	%		2,869			1.35	%
Consumer Services		-			-	%		2,640			1.24	%
Commercial Printing		-			-	%		2,025			0.95	%
Software Services		-			-	%		1,994			0.94	%
Total	$	217,013			100.00	%	$	212,149			100.00	%

Results of Operations

Investment Income


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2022				2021				2022				2021
	In Thousands		Per Share(1)		In Thousands		Per Share(2)		In Thousands		Per Share(1)		In Thousands		Per Share(2)
Total Investment Income	$	6,033	$	0.79	$	7,373	$	1.85	$	17,104	$	2.95	$	18,901	$	4.80
Interest income		4,990		0.65		5,872		1.47		12,765		2.20		15,143		3.85
Dividend income		740		0.10		915		0.23		3,396		0.59		2,809		0.71
Other income		303		0.04		586		0.15		943		0.16		949		0.24

(1)

The per share amounts are based on a weighted average of 7,601,958 and 5,796,255 outstanding common shares for the three and nine months ended September 30, 2022, respectively. These weighted average share amounts have been retroactively adjusted for the reverse stock split effected on February 28, 2022.

(2)

The per share amounts are based on a weighted average of 3,985,741 and 3,935,008 outstanding common shares for the three and nine months ended September 30, 2021, respectively. These weighted average share amounts have been retroactively adjusted for the reverse stock split effected on February 28, 2022.

Investment income consists of interest income, including net amortization of premium and accretion of discount on loans and debt securities, dividend income and other income, which primarily consists of amendment fees, commitment fees and funding fees on loans.

For the three and nine months ended September 30, 2022, interest income has decreased primarily due to our positions in Avanti Communications Group plc (“Avanti Communications”) which were put on non-accrual status at the end of fiscal year 2021 and early in fiscal year 2022 and subsequently exited as part of the restructuring in April 2022. As a result, we recognized only $0.1 million in interest income related to our investments in Avanti Communications for the nine months ended September 30, 2022 as compared to $5.4 million in interest income for the nine months ended September 30, 2021. For the three months ended September 30, 2022, we did not hold any investments in Avanti Communications and our investments in Avanti Space Limited ("Avanti Space") received in the April 2022 restructuring were on non-accrual, therefore we did not recognize any interest income during this period whereas for the three months ended September 30, 2021, we recognized $1.9 million in interest income related to our investments in Avanti Communications. These decreases have been partially offset by interest earned on new positions.

Dividend income for the three months ended September 30, 2022 decreased as compared to the corresponding period in the prior year primarily due to a lower current quarter distribution from our investments in specialty finance portfolio companies and preferred equity positions. Dividend income for the nine months ended September 30, 2022 increased as compared to the corresponding period in the prior year primarily due to higher quarterly distributions from our investments in specialty finance portfolio companies earlier in 2022.

Expenses


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2022				2021				2022						2021
	In Thousands		Per Share(1)		In Thousands		Per Share(2)		In Thousands			Per Share(1)			In Thousands		Per Share(2)
Total Expenses	$	4,949	$	0.65	$	5,800	$	1.46	$	8,777		$	1.51		$	13,721	$	3.49
Management fees		804		0.11		876		0.22		2,355			0.40			2,301		0.59
Incentive fees		-		-		382		0.10		-			-			888		0.23
Incentive fee waiver		-		-		-		-		(4,854	)		(0.84	)		-		-
Total advisory and management fees		804		0.11		1,258		0.32		(2,499	)		(0.44	)		3,189		0.82
Administration fees		221		0.03		175		0.04		704			0.12			511		0.13
Directors’ fees		49		0.01		61		0.02		156			0.03			172		0.04
Interest expense		2,671		0.35		3,147		0.79		8,008			1.38			7,636		1.94
Professional services		878		0.11		937		0.24		1,669			0.29			1,613		0.41
Custody fees		13		0.00		13		-		41			0.01			39		0.01
Other		313		0.04		209		0.05		698			0.12			561		0.14
Income Tax Expense
Excise tax		22		-		-		-		123			0.02			-		-

(1)

(2)

Expenses are largely comprised of advisory fees and administration fees paid to GECM and interest expense on our outstanding notes payable. See “—Liquidity and Capital Resources.” Advisory fees include management fees and incentive fees calculated in accordance with the Investment Management Agreement, and administration fees include direct costs reimbursable to GECM under the Administration Agreement and fees paid for sub-administration services.

GECM waived all accrued and unpaid incentive fees pursuant to the Investment Management Agreement as of March 31, 2022. As of March 31, 2022, there were approximately $4.9 million of accrued and unpaid incentive fees held on our balance sheet. In connection with the incentive fee waiver, we recognized the reversal of these accrued and unpaid incentive fees during the period ending March 31, 2022, resulting in a corresponding increase in net income and increase in NAV in such period (subject to any offsetting additional expenses or losses). The incentive fee waiver is not subject to recapture.

On August 1, 2022, our stockholders approved an amendment to the Investment Management Agreement to eliminate $163.2 million of realized and unrealized losses incurred prior to April 1, 2022 from the calculation of future capital gains incentive fees and reset the capital gain incentive fee and mandatory deferral periods in Sections 4.4 and 4.5, respectively, of the Investment Management Agreement to begin on April 1, 2022.

Administration fees increased in the three and nine months ended September 30, 2022 as compared to the corresponding period in the prior year primarily due to increases in allocable personnel time as a result of changes in staffing. Professional services costs for the three months ended September 30, 2022 decreased as compared to the three months ended September 30, 2021, as the prior year period included certain legal expenses.

For the three months ended September 30, 2022, interest expense decreased as compared to the corresponding period in the prior year as a result of the redemption of $30.3 million in aggregate principal amount of the 6.50% Notes due 2022 (the “GECCL Notes”) in July 2021, which was partially offset by the issuance of $57.5 million in aggregate principal amount of the GECCO Notes (as defined below) in June and July 2021. The early redemption of the GECCL Notes also resulted in recognizing any unamortized debt issuance costs in full during the three months ended September 30, 2021. Interest expense increased for the nine months ended September 30, 2022 as compared to the corresponding period in the prior year due to the increase in outstanding debt as the GECCO Notes were outstanding for the full year to date period.

Realized Gains (Losses)


	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
	2022						2021						2022						2021
	In Thousands			Per Share(1)			In Thousands			Per Share(2)			In Thousands			Per Share(1)			In Thousands			Per Share(2)
Net Realized Gain (Loss)	$	1,171		$	0.15		$	1,660		$	0.42		$	(128,513	)	$	(22.17	)	$	(3,984	)	$	(1.01	)
Gross realized gain		1,212			0.16			2,103			0.53			3,657			0.63			6,681			1.70
Gross realized loss		(41	)		(0.01	)		(443	)		(0.11	)		(132,170	)		(22.80	)		(10,665	)		(2.71	)

(1)

(2)

During the three months ended September 30, 2022, net realized gains were primarily driven by the sale of our investment in Crestwood Equity Partners, LP ("Crestwood") resulting in realized gain of $0.7 million, the paydown of our investment in Altus Midstream LP resulting in realized gain of $0.2 million and the sale of our investment in Microstrategy Incorporated resulting in realized gain of $0.1 million.

During the nine months ended September 30, 2022, gross realized losses included $110 million in previously recognized unrealized losses recognized as a result of the restructuring of Avanti Communications in April 2022, along with additional losses of $15.9 million and $4.2 million recognized on the sales of our positions in Tru (UK) Asia Limited (“Tru Taj”) common stock and California Pizza Kitchen, Inc. (“CPK”) common stock, respectively.

During the three months ended September 30, 2021, net realized gains were primarily driven by realized gains of $1.4 million recognized on partial sale of our investments in Crestwood preferred equity and $0.4 million recognized on the early paydown on our investment in CPK 1st lien secured loan. These realized gains were partially offset by realized losses of $0.3 million on sales of our investments in Tru Taj common stock and $0.1 million on the paydown of our investment in OPS Acquisitions Limited and Ocean Protection Services Limited (“OPS”) 1st lien secured loan.

In addition to the above items, during the nine months ended September 30, 2021, net realized losses were primarily driven by the paydown of our investment in OPS 1st lien secured loan and the sales of our investments in Boardriders, Inc. (“Boardriders”) 1st lien secured loan, and CPK common stock for which we recognized realized losses of $4.2 million, $2.9 million, and $1.6 million, respectively. These realized losses were partially offset by realized gains of $3.9 million, $1.2 million, and $0.4 million on the partial sale of our investment in Crestwood preferred equity and paydowns on our investments in Subcom, LLC ("Subcom") revolver and CPK 1st lien secured loan, respectively.

Change in Unrealized Appreciation (Depreciation) on Investments


	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
	2022						2021						2022						2021
	In Thousands			Per Share(1)			In Thousands			Per Share(2)			In Thousands			Per Share(1)			In Thousands			Per Share(2)
Net change in unrealized appreciation/ (depreciation)	$	(902	)	$	(0.12	)	$	(6,364	)	$	(1.60	)	$	112,013		$	19.32		$	10,706		$	2.72
Unrealized appreciation		2,976			0.39			2,148			0.54			123,592			21.32			24,320			6.18
Unrealized depreciation		(3,878	)		(0.51	)		(8,512	)		(2.14	)		(11,579	)		(2.00	)		(13,614	)		(3.46	)

(1)

(2)

Net unrealized depreciation for the three months ended September 30, 2022 is primarily due to the decrease of $1.3 million in fair value of our investment in Lenders Funding, LLC ("Lenders Funding") equity and $0.7 million in the reversal of previously recognized unrealized gains related to the sale of a portion of our Crestwood preferred equity investment. These losses were partially offset by unrealized gains of $0.6 million and $0.3 million due to the increase in fair value of our investments in the Universal Fiber Systems warrants and First Brands, Inc. second lien secured loans, respectively.

For the nine months ended September 30, 2022, unrealized appreciation also includes approximately $15.3 million and $4.2 million in reversals of previously recognized unrealized depreciation resulting from the sales of our investments in Tru Taj common equity and CPK common equity, in addition to the $110 million reversal of previously recognized unrealized losses on our investments in Avanti Communications as a result of the restructuring in April 2022. Unrealized depreciation for the nine months ended September 30, 2022 includes approximately $7.0 million of loss on our investments in Avanti Space E2, F and G junior priority notes along with losses of $1.0 million and $0.9 million on our investments in Lenders Funding equity and Research Now Group, Inc. second lien secured loan, respectively, each due to decreases in fair value.

During the three months ended September 30, 2021, net unrealized depreciation was largely driven by the net unrealized losses of $3.6 million and $1.4 million losses on our investments in Avanti Communications 2nd lien secured bond and Tru Taj common stock, respectively, as a result of decreases in fair value. These losses were offset by unrealized gains of $0.4 million and $0.3 million, recognized on our investments in Prestige Capital Finance, LLC common stock and Ruby Tuesday Operations, LLC warrants, respectively, as a result of increases in fair value as of September 30, 2021 as compared to June 30, 2021.

In addition to the items noted for the quarter ended September 30, 2021, unrealized appreciation for the nine months ended September 30, 2021 was largely driven by the paydown of our investment in OPS 1st lien secured loan, full sale of our investment in Boardriders 1st lien secured loan, and partial sale of our investment in CPK common stock, for which we relieved approximately $4.2 million, $3.5 million and $2.9 million, respectively, of previously recognized unrealized losses. In addition, we recognized unrealized appreciation of approximately $4.2 million on the increase in the fair value of CPK common equity still held as of period end. Unrealized depreciation for the nine months ended September 30, 2021, includes decreases in fair value of $5.4 million and $3.9 million on our investments in Avanti Communications 2nd lien secured bonds and PFS Holdings Corp. common stock, respectively. In addition, we recognized unrealized loss of $1.2 million on our investment in Subcom 1st lien secured revolver due to the termination of the revolver and reversal of previously recognized unrealized gains, as noted under the discussion of realized gains above.

Liquidity and Capital Resources

We generate liquidity through our operations with cash received from investment income and sales and paydowns on investments. Such proceeds are generally reinvested in new investment opportunities, distributed to shareholders in the form of dividends, or used to pay operating expenses. We also receive proceeds from our issuances of notes payable and our revolving credit facility and from time to time may raise additional equity capital. See “—Revolver” and “—Notes Payable” below for more information regarding our outstanding credit facility and notes.

At September 30, 2022, we had approximately $1.5 million of cash and cash equivalents and approximately $19.8 million of money market fund investments at fair value. At September 30, 2022, we had investments in 50 debt instruments across 41 companies, totaling approximately $173.4 million at fair value and 116 equity investments in 116 companies, totaling approximately $43.6 million at fair value.

In the normal course of business, we may enter into investment agreements under which we commit to make an investment in a portfolio company at some future date or over a specified period of time. As of September 30, 2022, we had approximately $21.6 million in unfunded loan commitments, subject to our approval in certain instances, to provide debt financing to certain of our portfolio companies. We had sufficient cash and other liquid assets on our September 30, 2022 balance sheet to satisfy the unfunded commitments.

For the nine months ended September 30, 2022, net cash used in operating activities was approximately $34.3 million, reflecting the purchases and repayments of investments offset by net investment income, including non-cash income related to accretion of discount and PIK income and proceeds from sales of investments and principal payments received. Net cash used in purchases and proceeds from sales of investments was approximately $16.9 million, reflecting payments for additional investments of $109.4 million, offset by proceeds from principal repayments and sales of $92.5 million. Such amounts include draws and repayments on revolving credit facilities.

For the nine months ended September 30, 2022, net cash provided by financing activities was $26.6 million, consisting of $36.2 million in proceeds from the rights offering, net of related expenses, offset by approximately $9.6 million in distributions to stockholders.

We believe we have sufficient liquidity available to meet our short-term and long-term obligations for at least the next 12 months and for the foreseeable future thereafter.

Contractual Obligations and Cash Requirements

A summary of our material contractual payment obligations and cash obligations as of September 30, 2022 is as follows:


(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations
GECCM Notes		45,610		-		45,610		-		-
GECCN Notes		42,823		-		42,823		-		-
GECCO Notes		57,500		-		-		57,500		-
Total	$	145,933	$	-	$	88,433	$	57,500	$	-

See “—Revolver” and “—Notes Payable” below for more information regarding our outstanding credit facility and notes.

We have certain contracts under which we have material future commitments. Under the Investment Management Agreement, GECM provides investment advisory services to us. For providing these services, we pay GECM a fee, consisting of two components: (1) a base management fee based on the average value of our total assets and (2) an incentive fee based on our performance. On August 1, 2022, our stockholders approved an amendment to the Investment Management Agreement to eliminate $163.2 million of realized and unrealized losses incurred prior to April 1, 2022 from the calculation of future capital gains incentive fees and reset the capital gain incentive fee and mandatory deferral periods in Sections 4.4 and 4.5, respectively, of the Investment Management Agreement to begin on April 1, 2022.

We are also party to the Administration Agreement with GECM. Under the Administration Agreement, GECM furnishes us with, or otherwise arranges for the provision of, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and other such services as our administrator.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.

Both the Investment Management Agreement and the Administration Agreement may be terminated by either party without penalty upon no fewer than 60 days’ written notice to the other.

Revolver

On May 5, 2021, we entered into a Loan, Guarantee and Security Agreement (the “Loan Agreement”) with City National Bank (“CNB”). The Loan Agreement provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base as defined in the Loan Agreement). We may request to increase the revolving line in an aggregate amount not to exceed $25 million, which increase is subject to the sole discretion of CNB. The maturity date of the revolving line is May 5, 2024. Borrowings under the revolving line bear interest at a rate equal to (i) the secured overnight financing rate ("SOFR") plus 3.50%, (ii) a base rate plus 2.00% or (iii) a combination thereof, as determined by us. As of September 30, 2022, there were no borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of our assets, subject to certain specified exceptions. We have made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar loan agreements. In addition, the Loan Agreement contains financial covenants requiring (i) net assets of not less than $65 million, (ii) asset coverage equal to or greater than 150% and (iii) bank asset coverage equal to or greater than 300%, in each case tested as of the last day of each fiscal quarter of the Company. Borrowings are also subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended (the "Investment Company Act"). In May 2022, the Loan Agreement was amended to require an asset coverage equal to or greater than 150% as of the last day of each fiscal quarter except for the fiscal quarters ending March 31, 2022 and June 30, 2022. In addition, the interest rate was amended to replace London Interbank Offered Rate ("LIBOR") with SOFR.

Notes Payable

On January 11, 2018, we issued $43.0 million in aggregate principal amount of 6.75% notes due 2025 (the “GECCM Notes”). On January 19, 2018 and February 9, 2018, we issued an additional $1.9 million and $1.5 million, respectively, of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option. The aggregate principal balance of the GECCM Notes outstanding as of September 30, 2022 is $45.6 million.

On June 18, 2019, we issued $42.5 million in aggregate principal amount of 6.50% Notes due 2024 (the “GECCN Notes”), which included $2.5 million of GECCN Notes issued in connection with the partial exercise of the underwriters’ over-allotment option. On July 5, 2019, we issued an additional $2.5 million of the GECCN Notes upon another partial exercise of the underwriters’ over-allotment option. The aggregate principal balance of the GECCN Notes outstanding as of September 30, 2022 is $42.8 million.

On June 23, 2021, we issued $50.0 million in aggregate principal amount of 5.875% notes due 2026 (the “GECCO Notes” and, together with the GECCM Notes and GECCN Notes, the “Notes”). On July 9, 2021, we issued an additional $7.5 million of the GECCO Notes upon full exercise of the underwriters’ over-allotment option. The aggregate principal balance of the GECCO Notes outstanding as of September 30, 2022 is $57.5 million.

The Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness. The unsecured notes are effectively subordinated, or junior in right of payment, to indebtedness under our Loan Agreement and any other future secured indebtedness that we may incur and structurally subordinated to all future indebtedness and other obligations of our subsidiaries. We pay interest on the Notes on March 31, June 30, September 30 and December 31 of each year. The GECCM Notes, GECCN Notes and GECCO Notes will mature on January 31, 2025, June 30, 2024 and June 30, 2026, respectively. The GECCM Notes and GECCN Notes are currently callable at the Company’s option and the GECCO Notes can be called on, or after, June 30, 2023. Holders of the Notes do not have the option to have the Notes repaid prior to the stated maturity date. The Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

We may repurchase the Notes in accordance with the Investment Company Act and the rules promulgated thereunder.

As of September 30, 2022, our asset coverage ratio was approximately 165.5%. Under the Investment Company Act, we are subject to a minimum asset coverage ratio of 150%.

Share Price Data

The following table sets forth: (i) NAV per share of our common stock as of the applicable period end, (ii) the range of high and low closing sales prices of our common stock as reported on the Nasdaq Global Market during the applicable period, (iii) the closing high and low sales prices as a premium (discount) to NAV during the relevant period, and (iv) the distributions per share of our common stock declared during the applicable period. Shares of business development companies 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 or premium to NAV is separate and distinct from the risk that our NAV will decrease. During the last two fiscal years, our common stock has generally traded below NAV. During the last two fiscal years, using the high and low sales prices within each fiscal quarter compared to the NAV at such quarter end, our common stock has traded as high as a 59.9% premium to NAV and as low as a 51.0% discount to NAV.


			Closing Sales Price				Premium (Discount) of High Sales Price	Premium (Discount) of Low Sales Price	Distributions
	NAV(1)		High		Low		to NAV(2)	to NAV(2)	Declared(3)
Fiscal year ending December 31, 2022
Fourth Quarter (through October 28, 2022)	N/A		$	10.29	$	9.34	--	--	--
Third Quarter	$	12.56		12.70		8.04	1.1%	(36.0)%	$	0.45
Second Quarter		12.84		15.00		12.30	16.9%	(4.2)%		0.45
First Quarter		15.06		18.99		13.80	26.1%	(8.4)%		0.60
Fiscal year ending December 31, 2021
Fourth Quarter	$	16.63	$	21.12	$	18.24	27.0%	9.7%	$	0.60
Third Quarter		22.17		21.84		19.50	(1.5)%	(12.0)%		0.60
Second Quarter		23.40		23.04		19.26	(1.5)%	(17.7)%		0.60
First Quarter		23.36		24.18		18.24	3.5%	(21.9)%		0.60
Fiscal year ending December 31, 2020
Fourth Quarter	$	20.74	$	24.36	$	15.06	17.5%	(27.4)%	$	1.50
Third Quarter		33.16		31.86		19.56	(3.9)%	(41.0)%		1.50
Second Quarter		30.59		29.70		15.00	(2.9)%	(51.0)%		1.50
First Quarter		30.32		48.48		15.72	59.9%	(48.2)%		1.50

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore does not necessarily 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 as adjusted retroactively for the reverse stock split effected on February 28, 2022.

(2)

Calculated as of the respective high or low closing sales price divided by the quarter-end NAV.

(3)

We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash distribution, our stockholders who have not opted out of our dividend reinvestment plan will have their cash distributions (net of any applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions. In accordance with the terms of the dividend reinvestment plan, during 2021, a total of (i) 51,029 shares of our common stock were purchased in the open market by our plan administrator and (ii) 26 shares were purchased from the Company by our plan administrator. See “Dividend Reinvestment Plan” in this prospectus.

For all periods presented in the table above, there was no return of capital included in any distribution.

The last reported closing price for our common stock on October 28, 2022 was $9.95 per share. As of October 28, 2022, we had 10 record holders of our common stock.

Distributions

The following table summarizes our distributions declared for record dates since January 1, 2020:


Record Date	Payment Date	Distribution Per Share Declared(1)
January 31, 2020	February 14, 2020	$	0.498
February 28, 2020	March 13, 2020	$	0.498
March 31, 2020	April 15, 2020	$	0.498
April 30, 2020	May 15, 2020	$	0.498
May 29, 2020	June 15, 2020	$	0.498
June 30, 2020	July 15, 2020	$	0.498
July 31, 2020	August 21, 2020	$	0.498
August 31, 2020	September 21, 2020	$	0.498
September 30, 2020	October 21, 2020	$	0.498
October 31, 2020	November 20, 2020	$	0.498
November 30, 2020	December 21, 2020	$	0.498
March 15, 2021	March 31, 2021	$	0.60
June 15, 2021	June 30, 2021	$	0.60
September 15, 2021	September 30, 2021	$	0.60
December 15, 2021	December 31, 2021	$	0.60
March 15, 2022	March 30, 2022	$	0.60
June 23, 2022	June 30, 2022	$	0.45
September 15, 2022	September 30, 2022	$	0.45

(1)

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.

Recent Developments

COVID-19

We have been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic (including new variants of COVID-19) on all aspects of our business, including how it will impact our portfolio companies, employees, and financial markets. Given the continued fluidity of the pandemic, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial position or cash flows at this time. Further, the operational and financial performance of the portfolio companies in which we make investments may be significantly impacted by COVID-19, which may in turn impact the valuation of our investments. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and restrictions on travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain disruptions, labor difficulties and shortages, commodity inflation and elements of economic and financial market instability in the United States and globally. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

Interest Rate Risk

We are also subject to financial risks, including changes in market interest rates. As of September 30, 2022, approximately $87.2 million in principal amount of our debt investments bore interest at variable rates, which are generally based on LIBOR, and many of which are subject to certain floors. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks reduced certain interest rates. Although the U.S. Federal Reserve and other central banks have begun to raise interest rates in response to inflationary trends, a prolonged period of historically low interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in interest rates are not offset by a corresponding increase in the spread over LIBOR or other applicable reference rate that we earn on any portfolio investments or a decrease in our operating expenses. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. As of September 30, 2022, 30 debt investments in our portfolio bore interest at a fixed rate, and the remaining 21 debt investments were at variable rates, representing approximately $130.8 million and $87.2 million in principal debt, respectively. As of December 31, 2021, 26 debt investments in our portfolio bore interest at a fixed rate, and the remaining 18 debt investments were at variable rates, representing approximately $148.0 million and $86.0 million in principal debt, respectively. The variable rates are generally based upon the LIBOR, SOFR or US prime rate.

To illustrate the potential impact of a change in the underlying interest rate on our net investment income, we have assumed a 1%, 2%, and 3% increase and 1%, 2%, and 3% decrease in the underlying reference rate, and no other change in our portfolio as of September 30, 2022. We have also assumed there are no outstanding floating rate borrowings by the Company. See the following table for the effect the rate changes would have on net investment income.


Reference Rate Increase (Decrease)	Increase (decrease) of Net Investment Income (in thousands)(1)
3.00%	$	2,727
2.00%		1,818
1.00%		909
-1.00%		(909	)
-2.00%		(1,748	)
-3.00%		(2,067	)

(1)

Several of our debt investments with variable rates contain a reference rate floor. The actual increase (decrease) of net investment income reflected in the table above takes into account such floors to the extent applicable.

Although we believe that this analysis is indicative of our existing interest rate sensitivity at September 30, 2022, it does not adjust for changes in the credit quality, size and composition of our portfolio, and other business developments, including borrowing under a credit facility, that could affect the net increase (decrease) in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of September 30, 2022, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we, our investment adviser or administrator may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. A description of our legal proceedings is included in Note 7 of the unaudited consolidated financial statements attached to this report.

Item 1A. Risk Factors.

There have been no material changes in risk factors in the period covered by this report. See discussion of risk factors in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Unless otherwise indicated, all references are to exhibits to the applicable filing by Great Elm Capital Corp. (the “Registrant”) under File No. 814-01211 with the Securities and Exchange Commission.


Exhibit Number		Description

3.1		Amended and Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 7, 2016)

3.2		Amendment to Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference ot Exhibit 3.1 to the Form 8-K filed on March 2, 2022)

3.3		Bylaws of the Registrant (incorporated by reference to Exhibit 2 to the Registration Statement on Form N-14 (File No. 333-212817) filed on August 1, 2016)

10.1		Amended and Restated Investment Management Agreement (As Amended, Effective August 1, 2022) (incorporated by reference to Annex A to the Definitive Proxy Statement filed on July 1, 2022)

31.1*		Certification of the Registrant’s Chief Executive Officer (“CEO”)

31.2*		Certification of the Registrant’s Chief Financial Officer (“CFO”)

32.1*		Certification of the Registrant’s CEO and CFO

* Filed herewith

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 thereunto duly authorized.


	GREAT ELM CAPITAL CORP.

Date: November 3, 2022	By:	/s/ Matt Kaplan
	Name:	Matt Kaplan
	Title:	Chief Executive Officer

Date: November 3, 2022	By:	/s/ Keri A. Davis
	Name:	Keri A. Davis
	Title:	Chief Financial Officer

GREAT ELM CAPITAL CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Consolidated Statements of Assets and Liabilities as of September 30, 2022 and December 31, 2021 (unaudited)		F-20
Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)		F-21
Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2022 and 2021 (unaudited)		F-22
Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)		F-23
Consolidated Schedule of Investments as of September 30, 2022 and December 31, 2021 (unaudited)		F-25
Notes to the Unaudited Consolidated Financial Statements		F-47

F-19

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

Dollar amounts in thousands (except per share amounts)


		September 30, 2022			December 31, 2021
Assets
Investments
Non-affiliated, non-controlled investments, at fair value (amortized cost of $175,873 and $175,800, respectively)		$	169,552		$	164,203
Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $69,680 and $199,995, respectively)			69,676			199,995
Affiliated investments, at fair value (amortized cost of $13,436 and $129,936, respectively)			2,686			10,861
Controlled investments, at fair value (amortized cost of $41,924 and $32,649, respectively)			44,775			37,085
Total investments			286,689			412,144

Cash and cash equivalents			1,502			9,132
Restricted cash			-			13
Receivable for investments sold			452			766
Interest receivable			3,049			1,811
Dividends receivable			827			1,540
Due from portfolio company			1			136
Due from affiliates			-			17
Deferred financing costs			265			376
Prepaid expenses and other assets			343			379
Total assets		$	293,128		$	426,314

Liabilities
Notes payable (including unamortized discount of $3,071 and $3,935, respectively)		$	142,862		$	141,998
Payable for investments purchased			53,132			203,575
Interest payable			58			29
Accrued incentive fees payable			-			4,854
Due to affiliates			974			1,012
Accrued expenses and other liabilities			586			290
Total liabilities		$	197,612		$	351,758

Commitments and contingencies (Note 7)		$	-		$	-

Net Assets
Common stock, par value $0.01 per share (100,000,000 shares authorized, 7,601,958 shares issued and outstanding and 4,484,278 shares issued and outstanding, respectively)	(1)	$	76		$	45
Additional paid-in capital			284,359			245,531
Accumulated losses			(188,919	)		(171,020	)
Total net assets		$	95,516		$	74,556
Total liabilities and net assets		$	293,128		$	426,314
Net asset value per share	(1)	$	12.56		$	16.63

(1)

Authorized, issued and outstanding shares of common stock and net asset value per share have been adjusted for the periods prior to February 28, 2022 to reflect the six-for-one reverse stock split effected on that date on a retroactive basis as described in Note 2.

The accompanying notes are an integral part of these financial statements.

F-20

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands (except per share amounts)


		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
		2022			2021			2022			2021
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments		$	4,221		$	3,765		$	10,496		$	9,337
Non-affiliated, non-controlled investments (PIK)			259			63			728			161
Affiliated investments			25			305			68			889
Affiliated investments (PIK)			-			1,588			58			4,595
Controlled investments			485			151			1,415			161
Total interest income			4,990			5,872			12,765			15,143
Dividend income from:
Non-affiliated, non-controlled investments			340			435			1,297			1,369
Controlled investments			400			480			2,099			1,440
Total dividend income			740			915			3,396			2,809
Other income from:
Non-affiliated, non-controlled investments			303			561			943			642
Affiliated investments (PIK)			-			-			-			282
Controlled investments			-			25			-			25
Total other income			303			586			943			949
Total investment income		$	6,033		$	7,373		$	17,104		$	18,901

Expenses:
Management fees		$	804		$	876		$	2,355		$	2,301
Incentive fees			-			382			-			888
Administration fees			221			175			704			511
Custody fees			13			13			41			39
Directors’ fees			49			61			156			172
Professional services			878			937			1,669			1,613
Interest expense			2,671			3,147			8,008			7,636
Other expenses			313			209			698			561
Total expenses		$	4,949		$	5,800		$	13,631		$	13,721
Incentive fee waiver			-			-			(4,854	)		-
Net expenses			4,949			5,800		$	8,777		$	13,721
Net investment income before taxes		$	1,084		$	1,573		$	8,327		$	5,180
Excise tax		$	22		$	-		$	123		$	-
Net investment income		$	1,062		$	1,573		$	8,204		$	5,180

Net realized and unrealized gains (losses):
Net realized gain (loss) on investment transactions from:
Non-affiliated, non-controlled investments		$	1,171		$	1,770		$	(17,729	)	$	38
Affiliated investments			-			(110	)		(110,784	)		(4,162	)
Controlled investments			-			-			-			140
Total net realized gain (loss)			1,171			1,660			(128,513	)		(3,984	)
Net change in unrealized appreciation (depreciation) on investment transactions from:
Non-affiliated, non-controlled investments			163			(3,202	)		5,274			13,994
Affiliated investments			5			(3,568	)		108,325			(5,062	)
Controlled investments			(1,070	)		406			(1,586	)		1,774
Total net change in unrealized appreciation (depreciation)			(902	)		(6,364	)		112,013			10,706
Net realized and unrealized gains (losses)		$	269		$	(4,704	)	$	(16,500	)	$	6,722
Net increase (decrease) in net assets resulting from operations		$	1,331		$	(3,131	)	$	(8,296	)	$	11,902

Net investment income per share (basic and diluted):	(1)	$	0.14		$	0.39		$	1.42		$	1.32
Earnings per share (basic and diluted):	(1)	$	0.18		$	(0.79	)	$	(1.43	)	$	3.02
Weighted average shares outstanding (basic and diluted):	(1)		7,601,958			3,985,741			5,796,255			3,935,008

(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 as described in Note 2.

The accompanying notes are an integral part of these financial statements.

F-21

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (unaudited)

Dollar amounts in thousands


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Increase (decrease) in net assets resulting from operations:
Net investment income	$	1,062		$	1,573		$	8,204		$	5,180
Net realized gain (loss)		1,171			1,660			(128,513	)		(3,984	)
Net change in unrealized appreciation (depreciation) on investments		(902	)		(6,364	)		112,013			10,706
Net increase (decrease) in net assets resulting from operations		1,331			(3,131	)		(8,296	)		11,902

Distributions to stockholders:
Distributions(1)		(3,421	)		(2,350	)		(9,603	)		(7,051	)
Total distributions to stockholders		(3,421	)		(2,350	)		(9,603	)		(7,051	)

Capital transactions:
Issuance of common stock, net		-			13,239			38,859			13,239
Fractional shares redeemed for cash in lieu of reverse stock split		-			-			-			-
Common stock distributed		-			-			-			1,720
Net increase (decrease) in net assets resulting from capital transactions		-			13,239			38,859			14,959
Total increase (decrease) in net assets		(2,090	)		7,758			20,960			19,810
Net assets at beginning of period	$	97,606		$	91,667		$	74,556		$	79,615
Net assets at end of period	$	95,516		$	99,425		$	95,516		$	99,425

Capital share activity(2)
Shares outstanding at the beginning of the period		7,601,958			3,918,038			4,484,278			3,838,242
Issuance of common stock		-			566,240			3,117,684			566,240
Fractional shares redeemed for cash in lieu of reverse stock split		-			-			(4	)		-
Common stock distributed		-			-			-			79,796
Shares outstanding at the end of the period		7,601,958			4,484,278			7,601,958			4,484,278

(1)

Distributions were from distributable earnings for each of the periods presented.

(2)

Share activity has been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retroactive basis as described in Note 2.

The accompanying notes are an integral part of these financial statements.

F-22

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Dollar amounts in thousands


	For the Nine Months Ended September 30,
	2022			2021
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	(8,296	)	$	11,902
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(109,350	)		(164,792	)
Net change in short-term investments		(19,769	)		(4	)
Capitalized payment-in-kind interest		(934	)		(3,762	)
Proceeds from sales of investments		46,068			50,126
Proceeds from principal payments		46,413			43,547
Net realized (gain) loss on investments		128,513			3,984
Net change in unrealized (appreciation) depreciation on investments		(112,013	)		(10,706	)
Amortization of premium and accretion of discount, net		(1,001	)		(3,175	)
Net realized gain on repurchase of debt		-			-
Amortization of discount (premium) on long term debt		982			1,156
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		(1,238	)		(1,989	)
(Increase) decrease in dividends receivable		713			(880	)
(Increase) decrease in due from portfolio company		135			834
(Increase) decrease in due from affiliates		17			(11	)
(Increase) decrease in prepaid expenses and other assets		67			(96	)
Increase (decrease) in due to affiliates		(4,892	)		1,146
Increase (decrease) in interest payable		29			(272	)
Increase (decrease) in accrued expenses and other liabilities		296			(66	)
Net cash provided by (used for) operating activities		(34,260	)		(73,058	)
Cash flows from financing activities
Issuance of notes payable		-			55,255
Borrowings under credit facility		-			10,000
Repayment of notes payable		-			(30,293	)
Proceeds from issuance of common stock		37,507			13,239
Payments of deferred financing costs		(1,287	)		(469	)
Distributions paid		(9,603	)		(7,242	)
Net cash provided by (used for) financing activities		26,617			40,490
Net increase (decrease) in cash		(7,643	)		(32,568	)
Cash and cash equivalents and restricted cash, beginning of period		9,145			53,182
Cash and cash equivalents and restricted cash, end of period	$	1,502		$	20,614

Supplemental disclosure of non-cash financing activities:
Common stock distributed	$	-		$	1,720
Common stock issued in-kind	$	2,600		$	-
Supplemental disclosure of cash flow information:
Cash paid for excise tax	$	162		$	-
Cash paid for interest	$	6,988		$	6,753

F-23

The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows:


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	1,502	$	9,132
Restricted cash		-	$	13
Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash Flows	$	1,502	$	9,145

	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	20,609	$	52,582
Restricted cash		5		600
Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash Flows	$	20,614	$	53,182

The accompanying notes are an integral part of these financial statements.

F-24

GREAT ELM CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

September 30, 2022

Dollar amounts in thousands


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
Investments at Fair Value
AgroFresh Inc. One Washington Square, 510-530 Walnut Street, Suite 1350, Philadelphia, PA 19106	Chemicals	1st Lien, Secured Loan	2	1M L + 6.25%, 7.25% Floor (9.37%)	03/31/2021	12/31/2024		4,413		4,397		4,325
American Tower Corporation 116 Huntington Avenue Boston, MA 02116	Wireless Telecommunications Services	Corporate Bond	10	3.50%	06/24/2022	01/31/2023		3,000		3,001		2,991
ANGUS Chemical Company 1500 E Lake Cook Rd Buffalo Grove, IL 60089	Chemicals	Secured Loan	2	1M L + 7.75%, 8.50% Floor (10.83%)	09/21/2022	11/24/2028		1,625		1,499		1,499
APTIM Corp. 4171 Essen Lane Baton Rouge, LA 70809	Industrial	1st Lien, Secured Bond	11	7.75%	03/28/2019	06/15/2025		5,000		4,059		3,450
Avanti Space Limited Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	Junior Priority E2 Notes	6, 7, 9, 10	12.50%	04/13/2022	04/13/2024		1,251		1,138		59
Avanti Space Limited Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	Junior Priority F Notes	6, 7, 9, 10	12.50%	04/13/2022	04/13/2024		4,957		4,552		-
Avanti Space Limited Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	Junior Priority G Notes	6, 7, 9, 10	12.50%	04/13/2022	10/13/2024		1,458		1,340		-
Avanti Space Limited Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	Common Equity	6, 8, 10	n/a	04/13/2022	n/a		1,722		-		-		1.72	%
Avation Capital SA 65 Kampong Bahru Road, #01-01 Singapore 169370	Aircraft	2nd Lien Secured Bond	7, 10	8.25%	02/04/2022	10/31/2026		4,500		3,911		3,574
Blackstone Secured Lending 345 Park Avenue New York, NY 10154	Closed-End Fund	Common Stock	10	n/a	08/18/2022	n/a		53,820		1,276		1,224	*
Crestwood Equity Partners LP 811 Main Street, Suite 3400 Houston, TX 77002	Energy Midstream	Class A Preferred Equity Units	10	9.25%	06/19/2020	n/a		693,387		4,146		6,220	*
Eagle Point Credit Company Inc 600 Steamboat Road, Suite 202 Greenwich, CT 06830	Closed-End Fund	Common Stock	10	n/a	08/18/2022	n/a		129,969		1,464		1,430	*
ECL Entertainment, LLC 8978 Spanish Ridge Ave Las Vegas, NV 89148	Casinos & Gaming	1st Lien, Secured Loan	2	1M L + 7.50%, 8.25% Floor (10.62%)	03/31/2021	04/30/2028		2,469		2,448		2,432
Enservco / Heat Waves 14133 County Rd 9 1/2 Longmont, CO 80504	Specialty Finance	Term Loan	6	22.29%	03/24/2022	06/24/2026		1,999		2,025		1,999
Equitrans Midstream Corp. 2200 Energy Drive Canonsburg, PA 15317	Energy Midstream	Preferred Equity	6, 10	9.75%	07/01/2021	n/a		250,000		5,275		4,972	*
First Brands, Inc. 3255 West Hamlin Road Rochester Hills, MI 48309	Transportation Equipment Manufacturing	2nd Lien, Secured Loan	2, 6	6M L + 8.50%, 9.50% Floor (11.87%)	03/24/2021	03/30/2028		11,795		11,489		11,670

F-25


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost			Fair Value		Percentage of Class(3)
Foresight Energy 211 North Broadway, Suite 2600 St. Louis, MO 63102	Metals & Mining	1st Lien, Term Loan	2, 6	3M L + 8.00%, 9.50% Floor (11.67%)	07/29/2021	06/30/2027		6,065		6,101			6,065
Forum Energy Technologies, Inc. 10344 Sam Houston Park Drive, Suite 300 Houston, TX 77064	Energy Services	Convertible Bond	7	9.00%	05/09/2022	08/04/2025		4,624		4,462			4,469
FTAI Infrastructure Inc. 1345 Avenue of the Americas, 45th Floor New York, NY 10105	Industrial	1st Lien Secured Note	10	10.50%	06/29/2022	06/01/2027		2,000		1,895			2,001
GAC HoldCo Inc. Suite 1220, 407 - 2nd Street S.W. Calgary, AB T2P 2Y3	Oil & Gas Exploration & Production	Corporate Bond	10	12.00%	07/27/2021	08/15/2025		3,598		3,598			3,805
Greenway Health, LLC 4301 W. Boy Scout Blvd, Suite 800 Tampa, FL 33607	Technology	1st Lien, Revolver	2, 6	3M L+ 4.75% (7.94%)	01/27/2020	11/17/2023		-		(44	)		-
Greenway Health, LLC 4301 W. Boy Scout Blvd, Suite 800 Tampa, FL 33607	Technology	1st Lien, Revolver - Unfunded	6	0.50%	01/27/2020	11/17/2023		8,026		-			-
Harvey Gulf Holdings LLC 701 Poydras Street, Suite 3700 New Orleans, LA 70139	Shipping	Secured Loan A	2, 6	3M SOFR + 5.00%, 6.11% Floor (7.95%)	08/10/2022	08/10/2027		494		485			487
Harvey Gulf Holdings LLC 701 Poydras Street, Suite 3700 New Orleans, LA 70139	Shipping	Secured Loan B	2, 6	3M SOFR + 10.04%,11.16% Floor (13.00%)	08/10/2022	08/10/2027		6,913		6,709			6,805
ITP Live Production Group 101 Greenwich Street, Floor 26 New York, NY 10006	Specialty Finance	Term Loan	6	19.71%	12/22/2021	05/22/2026		1,632		1,653			1,664
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Subordinated Note	4, 6, 10	8.44%	09/20/2021	09/20/2026		10,000		10,000			10,000
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Revolver	2, 4, 6, 10	Prime + 1.25%, 1.25% Floor (7.50%)	09/20/2021	09/20/2023		545		545			545
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Revolver - Unfunded	4, 6, 10	n/a	09/20/2021	09/20/2023		4,455		-			-
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Common Equity	4, 6, 10	n/a	09/20/2021	n/a		6,287		7,250			6,302		62.87	%
Lummus Technology Holdings 5825 N. Sam Houston Parkway West, #600 Houston, TX 77086	Chemicals	Corporate Bond		9.00%	05/17/2022	07/01/2028		4,150		3,530			3,445
Mad Engine Global, LLC 6740 Cobra Way San Diego, CA, 92121	Apparel	Term Loan	2, 6	6M L + 7.00%, 8.00% Floor (9.87%)	06/30/2021	07/15/2027		2,925		2,862			2,585
Martin Midstream Partners LP 4200 Stone Road Kilgore, TX 75662	Energy Midstream	2nd Lien, Secured Note		11.50%	12/09/2020	02/28/2025		9,584		9,582			9,321
Maverick Gaming LLC 12530 NE 144th Street Kirkland, WA 98034	Casinos & Gaming	Term Loan B	2, 6	3M L + 7.50%, 8.50% Floor (10.57%)	11/16/2021	09/03/2026		5,934		5,770			5,499

F-26


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost			Fair Value			Percentage of Class(3)
Natural Resource Partners LP 1201 Louisiana Street, Suite 3400 Houston, TX 77002	Metals & Mining	Unsecured Notes		9.13%	06/12/2020	06/30/2025		7,462		7,002			7,628
Newfold Digital Inc. 5335 Gate Parkway Jacksonville, FL 32256	Internet Media	Unsecured Note		6.00%	06/28/2022	02/15/2029		2,000		1,494			1,328
NICE-PAK Products, Inc. Two Nice-Pak Park Orangeburg, NY 10962	Consumer Products	Secured Loan B	2, 6, 7	3M SOFR + 13.5%, 14.5% Floor (17.32%)	09/30/2022	09/30/2027		7,500		7,258			7,258
NICE-PAK Products, Inc. Two Nice-Pak Park Orangeburg, NY 10962	Consumer Products	Promissory Note	6	n/a	09/30/2022	09/30/2029		1,278		-			-
NICE-PAK Products, Inc. Two Nice-Pak Park Orangeburg, NY 10962	Consumer Products	Warrants	6	n/a	09/30/2022	n/a		777,273		-			-			2.56	%
Par Petroleum, LLC 825 Town & Country Lane, Suite 1500 Houston, TX 77024	Oil & Gas Refining	1st Lien, Secured Note	10	7.75%	10/30/2020	12/15/2025		3,000		2,675			2,850
Par Petroleum, LLC 825 Town & Country Lane, Suite 1500 Houston, TX 77024	Oil & Gas Refining	1st Lien Secured Note	10	12.88%	05/17/2022	01/15/2026		2,383		2,626			2,508
Perforce Software, Inc. 400 First Avenue North #200 Minneapolis, MN 55401	Technology	1st Lien, Secured Revolver	2, 6	Prime + 3.25%, 4.25% Floor (8.75%)	01/24/2020	07/01/2024		-		(361	)		-
Perforce Software, Inc. 400 First Avenue North #200 Minneapolis, MN 55401	Technology	1st Lien, Secured Revolver - Unfunded	6	0.50%	01/24/2020	07/01/2024		4,375		-			(355	)
PFS Holdings Corp. 3747 Hecktown Road Easton, PA 18045	Food & Staples	1st Lien, Secured Loan	2, 5, 6	1M L + 7.00%, 8.00% Floor (9.99%)	11/13/2020	11/13/2024		1,057		1,057			921
PFS Holdings Corp. 3747 Hecktown Road Easton, PA 18045	Food & Staples	Common Equity	5, 6, 8	n/a	11/13/2020	n/a		5,238		12,379			1,765			5.24	%
PIRS Capital LLC 1688 Meridian Ave Ste 700 Miami Beach, FL 33139	Specialty Finance	Term Loan	2, 6	Prime + 6.50%, 6.50% Floor (12.75%)	11/22/2021	12/31/2024		2,000		2,000			1,995
Prestige Capital Finance, LLC 400 Kelby St., 10th Floor Fort Lee, NJ 07024	Specialty Finance	Unsecured Note	4, 6, 10	11.00%	06/15/2021	06/15/2023		5,000		1,000			1,000
Prestige Capital Finance, LLC 400 Kelby St., 10th Floor Fort Lee, NJ 07024	Specialty Finance	Common Equity	4, 6, 10	n/a	02/08/2019	n/a		100		7,786			12,003			80.00	%
Research Now Group, Inc. 5800 Tennyson Parkway Suite 600 Plano, TX 75024	Internet Media	1st Lien, Secured Revolver	2, 6	Prime + 3.50%, 4.50% Floor (8.25%)	01/29/2019	12/20/2022		5,263		5,214			5,032
Research Now Group, Inc. 5800 Tennyson Parkway Suite 600 Plano, TX 75024	Internet Media	1st Lien, Secured Revolver - Unfunded	6	0.50%	01/29/2019	12/20/2022		4,737		-			(209	)
Research Now Group, Inc. 5800 Tennyson Parkway Suite 600 Plano, TX 75024	Internet Media	2nd Lien, Secured Loan	2, 6	6M L + 9.50%, 10.50% Floor (12.81%)	05/20/2019	12/20/2025		8,000		7,962			7,146

F-27


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
Ruby Tuesday Operations LLC 333 E. Broadway Avenue Maryville, TN 37804	Restaurants	Secured Loan	2, 6, 7	1M L + 12.00%, 13.25% Floor (14.50%), (8.50% Cash + 6.00% PIK)	02/24/2021	02/24/2025		2,382		2,382		2,327
Ruby Tuesday Operations LLC 333 E. Broadway Avenue Maryville, TN 37804	Restaurants	Warrants	6, 8	n/a	02/24/2021	n/a		311,697		-		1,006		2.81	%
SCIH Salt Holdings Inc. 1875 Century Park East, Suite 320 Los Angeles, CA 90067	Food & Staples	Corporate Bond		6.63%	06/24/2022	05/01/2029		2,000		1,635		1,537
Sprint Communications 6200 Sprint Parkway Overland Park, KS 66251	Wireless Telecommunications Services	Unsecured Note	10	6.00%	06/24/2022	11/15/2022		500		501		500
Sprout Holdings, LLC 90 Merrick Ave East Meadow, NY 11554	Specialty Finance	Receivable	6	11.50%	06/23/2021	06/23/2023		986		986		914
Sterling Commercial Credit, LLC 10153 Grand River Rd Brighton, MI 48116	Specialty Finance	Secured Note	4, 6	11.00%	02/03/2022	05/01/2025		10,000		7,500		7,500
Sterling Commercial Credit, LLC 10153 Grand River Rd Brighton, MI 48116	Specialty Finance	Common Equity	4, 6	n/a	02/03/2022	n/a		3,280,000		7,843		7,425		80.00	%
Summit Midstream Holdings, LLC 910 Louisiana Street, Suite 4200 Houston, TX 77002	Energy Midstream	Corporate Bond		5.75%	08/10/2022	04/15/2025		1,386		1,161		1,126
Summit Midstream Holdings, LLC 910 Louisiana Street, Suite 4200 Houston, TX 77002	Energy Midstream	Corporate Bond		8.50%	10/19/2021	10/15/2026		5,000		4,789		4,694
Target Hospitality Corp. 2170 Buckthorne Place, Suite 440 The Woodlands, TX 77380	Hospitality	Corporate Bond	10	9.50%	05/13/2021	03/15/2024		5,000		4,982		5,001
TRU Taj Trust 505 Park Avenue, 2nd Floor New York, NY 10022	Retail	Common Equity	6, 8	n/a	07/21/2017	n/a		16,000		721		5		2.75	%
Universal Fiber Systems 640 State Street Bristol, TN 37620	Chemicals	Term Loan B	2, 6, 7	3M L + 13.21%, 14.21% Floor (16.95%), ( 7.95% cash + 9% PIK)	09/30/2021	09/29/2026		7,027		6,922		7,093
Universal Fiber Systems 640 State Street Bristol, TN 37620	Chemicals	Term Loan C	2, 6, 7	3M L + 13.21%, 14.21% Floor (16.95%), ( 7.95% cash + 9% PIK)	09/30/2021	09/29/2026		2,710		2,658		2,540
Universal Fiber Systems 640 State Street Bristol, TN 37620	Chemicals	Warrants	6, 8	n/a	09/30/2021	n/a		3,383		-		1,182		1.50	%
Vantage Specialty Chemicals, Inc. 1751 Lake Cook Rd., Suite 550 Deerfield, IL 60015	Chemicals	Term Loan	2, 6	3M L + 8.25%, 9.25% Floor (11.32%)	06/08/2021	10/26/2025		4,488		4,394		4,393
Vector Group Ltd. 4400 Biscayne Blvd Miami, FL 33137	Food & Staples	Unsecured Bond	10	10.50%	07/08/2022	11/01/2026		2,350		2,232		2,181
W&T Offshore, Inc. 5718 Westheimer Road, Suite 700 Houston, TX 77057	Oil & Gas Exploration & Production	Corporate Bond	10	9.75%	05/05/2021	11/01/2023		8,000		7,741		7,842
Investments in Special Purpose Acquisition Companies (SPAC) & De-SPAC Companies
Accelerate Acquisition Corp. 51 John F Kennedy Parkway Short Hills, NJ 07078	Special Purpose Acquisition Company	Warrants	8, 10	n/a	03/18/2021	n/a		10,000		12		1	*

F-28

Portfolio Company

Industry

Security(1)

Notes

Interest Rate(2)

Initial Acquisition Date

Maturity

Par Amount / Quantity

Cost

Fair Value

Percentage of Class(3)

AdTheorent Holding Company, Inc
330 Hudson Street, 13th Floor
New York, NY 10013

Internet Media

Warrants

8, 10

n/a

02/26/2021

n/a

4,166

3

1

*

Advanced Merger Partners Inc
555 West 57th Street, Suite 1326
New York, NY 10019

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/02/2021

n/a

666

1

-

*

Agile Growth Corp
Riverside Center
275 Grove Street, Suite 2-400
Newton, MA 02466

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/10/2021

n/a

652

1

-

*

Allego N.V.
Industriepark Kleefse Waard
Westervoortsedijk 73 KB
6827 AV Arnhem, The Netherlands

Transportation Equipment Manufacturing

Warrants

8, 10

n/a

03/17/2021

n/a

8,000

9

4

*

Apollo Strategic Growth Capital II
9 West 57th Street, 43rd Floor
New York, NY 10019

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/10/2021

n/a

500

1

-

*

ArcLight Clean Transition Corp
200 Clarendon Street, 55th Floor
Boston, MA 02116

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/23/2021

n/a

400

1

1

*

Arctos NorthStar Acquisition Corp.
2021 McKinney Avenue, Suite 200
Dallas, TX 75201

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/23/2021

n/a

125

-

-

*

Ares Acquisition Corp
245 Park Avenue, 44th Floor
New York, NY 10167

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/02/2021

n/a

20,000

18

2

*

Atlas Crest Investment Corp. II
399 Park Avenue
New York, NY 10022

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/04/2021

n/a

1,250

1

-

*

Austerlitz Acquisition Corp. I
1701 Village Center Circle
Las Vegas, NV 89134

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/26/2021

n/a

12,500

12

1

*

Austerlitz Acquisition Corp. II
1701 Village Center Circle
Las Vegas, NV 89134

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/26/2021

n/a

12,500

12

1

*

BigBear.ai Holdings, Inc.
6811 Benjamin Franklin Dr, Suite 200
Columbia, MD 21046

IT Services

Warrants

8, 10

n/a

02/09/2021

n/a

8,333

6

1

*

Biote Corp.
1875 W. Walnut Hill Ln #100
Irving, TX 75038

Healthcare

Warrants

8, 10

n/a

03/02/2021

n/a

400

-

-

*

Cartesian Growth Corporation
505 5th Avenue, 15th Floor
New York, NY 10017

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/24/2021

n/a

1,666

1

-

*

Catcha Investment Corp
Level 42, Suntec Tower Three,
8 Temasek Blvd, Singapore 038988

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/12/2021

n/a

166

-

-

*

CC Neuberger Principal Holdings III
200 Park Avenue, 58th Floor
New York, NY 10166

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/03/2021

n/a

500

1

-

*

CF Acquisition Corp VIII
110 East 59th Street
New York, NY 10022

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/12/2021

n/a

1,000

1

-

*

F-29

Portfolio Company

Industry

Security(1)

Notes

Interest Rate(2)

Initial Acquisition Date

Maturity

Par Amount / Quantity

Cost

Fair Value

Percentage of Class(3)

Climate Real Impact Solutions II Acquisition Corporation
300 Carnegie Center, Suite 150
Princeton, NJ 08540

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/27/2021

n/a

1,000

2

-

*

Colicity Inc
2300 Carillon Point
Kirkland, WA 98033

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/24/2021

n/a

2,000

3

-

*

Colonnade Acquisition Corp II
1400 Centrepark Blvd, Suite 810
West Palm Beach, FL 33401

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/10/2021

n/a

2,000

2

-

*

Compute Health Acquisition Corp.
1105 North Market Street, 4th Floor
Wilmington, DE 19890

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/05/2021

n/a

125

-

-

*

Core Scientific, Inc.
210 Barton Springs Road
Austin, Texas 78704

Technology

Warrants

8, 10

n/a

02/10/2021

n/a

1,250

2

-

*

D & Z Media Acquisition Corp
2870 Peachtree Road NW, Suite 509
Atlanta, GA 30305

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/26/2021

n/a

166

-

-

*

Dave Inc.
750 N. San Vicente Blvd. 900W
West Hollywood, CA 90069

Consumer Finance

Warrants

8, 10

n/a

03/05/2021

n/a

10,000

7

-

*

Digital Transformation Opportunities Corp.
10207 Cleatis Court
Los Angeles, CA 90077

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/10/2021

n/a

2,500

2

-

*

ESM Acquisition Corp
2229 San Felipe, Suite 1300
Houston, TX 77019

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/10/2021

n/a

6,630

7

1

*

FAST Acquisition Corp II
109 Old Branchville Road
Ridgefield, CT 06877

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/16/2021

n/a

5,000

7

3

*

Fast Radius, Inc.
113 N. May St.
Chicago , IL 60607

Industrial

Warrants

8, 10

n/a

02/09/2021

n/a

625

1

-

*

Fathom Digital Manufacturing Corporation
1050 Walnut Ridge Drive
Hartland, WI 53029

Industrial

Warrants

8, 10

n/a

02/05/2021

n/a

125

-

-

*

Figure Acquisition Corp I
650 California Street, Suite 2700
San Francisco, CA 94108

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/19/2021

n/a

937

1

-

*

FinServ Acquisition Corp II
1345 Avenue of the Americas
New York, NY 10105

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/18/2021

n/a

125

-

-

*

First Reserve Sustainable Growth Corp.
262 Harbor Drive, 3rd Floor
Stamford, CT 06902

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/05/2021

n/a

5,000

6

-

*

Forest Road Acquisition Corp. II
1177 Avenue of the Americas, 5th Floor
New York, NY 10036

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/10/2021

n/a

80

-

-

*

Fortistar Sustainable Solutions Corp.
1 North Lexington Avenue
White Plains, NY 10601

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/27/2021

n/a

1,250

1

-

*

F-30

Portfolio Company

Industry

Security(1)

Notes

Interest Rate(2)

Initial Acquisition Date

Maturity

Par Amount / Quantity

Cost

Fair Value

Percentage of Class(3)

Fortress Value Acquisition Corp. IV
1345 Avenue of the Americas
New York, NY 10105

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/16/2021

n/a

1,000

1

-

*

Forum Merger IV Corp
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/18/2021

n/a

5,000

9

-

*

Freedom Acquisition I Corp
14 Wall Street, 20th Floor
New York, NY 10005

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/26/2021

n/a

625

1

-

*

Frontier Acquisition Corp
660 Madison Avenue, 19th Floor
New York, NY 10065

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/11/2021

n/a

2,500

3

-

*

FTAC Athena Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/23/2021

n/a

1,250

2

-

*

FTAC Hera Acquisition Corp.
2929 Arch Street, Suite 1703
Quakertown, PA 19104

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/04/2021

n/a

100

-

-

*

Fusion Acquisition Corp II
667 Madison Avenue, 5th Floor
New York, NY 10065

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/26/2021

n/a

1,666

1

-

*

G Squared Ascend I Inc.
205 North Michigan Avenue, Suite 3770
Chicago, IL 60601

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/05/2021

n/a

1,000

1

-

*

Ginko Bioworks Holdings, Inc.
27 Drydock Avenue, 8th Floor
Boston, MA 02210

Biotechnology

Warrants

8, 10

n/a

02/24/2021

n/a

5,000

13

4

*

Gores Holdings VII, Inc.
6260 Lookout Road
Boulder, CO 80301

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/23/2021

n/a

625

1

-

*

Gores Holdings VIII, Inc.
6260 Lookout Road
Boulder, CO 80301

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/25/2021

n/a

312

-

-

*

Gores Technology Partners II, Inc
6260 Lookout Road
Boulder, CO 80301

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/12/2021

n/a

400

-

-

*

Gores Technology Partners, Inc
6260 Lookout Road
Boulder, CO 80301

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/12/2021

n/a

400

-

-

*

Grove Collaborative Holdings, Inc.
1301 Sansome Street
San Francisco, CA 94111

Household & Personal Products

Warrants

8, 10

n/a

03/23/2021

n/a

5,000

7

1

*

Hudson Executive Investment Corp. II
570 Lexington Avenue, 35th Floor
New York, NY 10022

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/26/2021

n/a

125

-

-

*

Hudson Executive Investment Corp. III
570 Lexington Avenue, 35th Floor
New York, NY

Special Purpose Acquisition Company

Warrants

8, 10

n/a

04/26/2021

n/a

100

-

-

*

Iris Acquisition Corp
2700 19th Street
San Francisco, CA 94110

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/05/2021

n/a

500

1

-

*

F-31

Portfolio Company

Industry

Security(1)

Notes

Interest Rate(2)

Initial Acquisition Date

Maturity

Par Amount / Quantity

Cost

Fair Value

Percentage of Class(3)

Jaws Mustang Acquisition Corporation
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/02/2021

n/a

6,250

7

1

*

Kismet Acquisition Two Corp.
850 Library Avenue, Suite 204
Newark, DE 19715

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/18/2021

n/a

326

-

-

*

Kismet Acquisition Three Corp.
850 Library Avenue, Suite 204
Newark, DE 19715

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/18/2021

n/a

4,133

3

-

*

KKR Acquisition Holdings I Corp.
30 Hudson Yards, Suite 7500
New York, NY 10001

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/17/2021

n/a

2,000

3

-

*

L Catterton Asia Acquisition C
8 Marina View
Asia Square Tower 1, No 41-03
Singapore, 018960

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/11/2021

n/a

5,933

6

-

*

Lazard Growth Acquisition Corp
30 Rockefeller Plaza
New York, NY 10112

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/10/2021

n/a

500

1

-

*

Liberty Media Acquisition Corporation
12300 Liberty Blvd
Englewood, CO 80112

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/22/2021

n/a

100

-

-

*

Live Oak Mobility Acquisition Corp.
4921 William Arnold Road
Memphis, TN 38117

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/02/2021

n/a

400

1

-

*

Longview Acquisition Corp. II
767 Fifth Avenue, 44th Floor
New York, NY 10153

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/19/2021

n/a

2,000

3

-

*

M3-Brigade Acquisition II Corp.
1700 Broadway, 19th Floor
New York, NY 10019

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/04/2021

n/a

3,333

4

-

*

Mission Advancement Corp.
2525 East Camelback Road, Suite 850
Phoenix, AZ 85016

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/03/2021

n/a

1,333

1

-

*

New Vista Acquisition Corp.
125 South Wacker Drive, Suite 300
Chicago, IL 60606

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/17/2021

n/a

166

-

-

*

Northern Star Investment Corp. II
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/26/2021

n/a

100

-

-

*

Northern Star Investment Corp. III
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/02/2021

n/a

66

-

-

*

Northern Star Investment Corp. IV
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/02/2021

n/a

66

-

-

*

One Equity Partners Open Water I Corp.
510 Madison Avenue, 19th Floor
New York, NY 10022

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/22/2021

n/a

8,000

6

-

*

Orion Acquisition Corp.
767 5th Avenue, 44th Floor
New York, NY 10017

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/02/2021

n/a

3,500

3

-

*

Oyster Enterprises Acquisition Corp.
777 South Flagler Drive, Suite 800W
West Palm Beach, FL 33401

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/20/2021

n/a

12,500

7

2

*

F-32

Portfolio Company

Industry

Security(1)

Notes

Interest Rate(2)

Initial Acquisition Date

Maturity

Par Amount / Quantity

Cost

Fair Value

Percentage of Class(3)

Pathfinder Acquisition Corp
1950 University Avenue, Suite 350
Palo Alto, CA 94303

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/17/2021

n/a

1,000

1

-

*

Pear Therapeutics, Inc.
200 State Street, 13th Floor
Boston, MA 02109

Technology

Warrants

8, 10

n/a

02/02/2021

n/a

1,666

2

-

*

Peridot Acquisition Corp. II
2229 San Felipe Street, Suite 1450
Houston, TX 77019

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/09/2021

n/a

2,000

3

-

*

Pivotal Investment Corp III
The Chrysler Building
405 Lexington Avenue, 11th Floor
New York, NY 10174

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/09/2021

n/a

100

-

-

*

Planet Labs PBC
645 Harrison Street, 4th Floor
San Francisco, CA 94107

Communications Equipment

Warrants

8, 10

n/a

03/05/2021

n/a

400

-

-

*

Plum Acquisition Corp. I
2021 Fillmore Street, #2089
San Francisco, CA 94115

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/16/2021

n/a

1,600

2

-

*

Polestar Automotive Holding UK PLC
Assar Gabrielssons Väg 9
405 31 Göteborg, Sweden

Auto Manufacturer

Warrants

8, 10

n/a

03/23/2021

n/a

2,000

5

2

*

Primavera Capital Acquisition Corporation
41/F Gloucester Tower
15 Queen's Road Central
Hong Kong

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/22/2021

n/a

5,000

6

1

*

RMG Acquisition Corp. III
57 Ocean, Suite 403
5775 Collins Avenue
Miami Beach, FL 33140

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/05/2021

n/a

3,333

5

-

*

Ross Acquisition Corp II
1 Pelican Lane
Palm Beach, FL 33480

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/12/2021

n/a

6,666

7

1

*

Rumble Inc. 
444 Gulf of Mexico Drive
Longboat Key, FL 34228

Special Purpose Acquisition Company

Warrants

8, 10

n/a

05/10/2021

n/a

1,250

1

4

*

RXR Acquisition Corp.
625 RXR Plaza
Uniondale, NY 11556

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/04/2021

n/a

2,000

2

-

*

Sandbridge X2 Corp
725 5th Avenue, 23rd Floor
New York, NY 10022

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/10/2021

n/a

666

1

-

*

Science Strategic Acquisition Corp. Alpha
1447 2nd Street
Santa Monica, CA 90401

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/26/2021

n/a

191

-

-

*

ScION Tech Growth II
10 Queen St Place, 2nd Floor
London, UK EC4R 1BE

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/10/2021

n/a

166

-

-

*

Silver Spike Acquisition Corp II
660 Madison Avenue, Suite 1600
New York, NY 10065

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/11/2021

n/a

5,000

6

-

*

Simon Property Group Acquisition Holdings, Inc.
225 West Washington Street
Indianapolis, IN 46204

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/19/2021

n/a

500

1

-

*

Slam Corp.
55 Hudson Yards, 47th Floor, Suite C
New York, NY 10001

Special Purpose Acquisition Company

Warrants

8, 10

n/a

04/26/2021

n/a

1,250

1

-

*

F-33

Portfolio Company

Industry

Security(1)

Notes

Interest Rate(2)

Initial Acquisition Date

Maturity

Par Amount / Quantity

Cost

Fair Value

Percentage of Class(3)

Sonder Holdings Inc.
101 15th Street
San Francisco, CA 94103

Hospitality

Warrants

8, 10

n/a

03/19/2021

n/a

500

1

-

*

Supernova Partners Acquisition Company III, Ltd.
4301 50th Street NW, Suite 300 PMB 1044
Washington, DC 20016

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/23/2021

n/a

80

-

-

*

Sustainable Development Acquisition I Corp.
5701 Truxtun Avenue, Suite 201
Bakersfield, CA 90036

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/05/2021

n/a

1,250

1

-

*

Tailwind International Acquisition Corp.
150 Greenwich Street, 29th Floor
New York, NY 10006

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/19/2021

n/a

4,166

3

-

*

TCW Special Purpose Acquisition Corp.
865 South Figueroa Street
Los Angeles, CA 90017

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/02/2021

n/a

133

-

-

*

Tech and Energy Transition Corporation
125 West 55th Street
New York, NY 10019

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/17/2021

n/a

666

1

-

*

Terran Orbital Corporation
6800 Broken Sound Pkwy NW, Suite 200
Boca Raton, FL 33487

Communications Equipment

Warrants

8, 10

n/a

02/19/2021

n/a

3,333

3

1

*

Tishman Speyer Innovation Corp. II
Rockefeller Center
45 Rockefeller Plaza
New York , NY 10111

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/12/2021

n/a

1,000

1

-

*

TLG Acquisition One Corp.
515 North Flagler Drive, Suite 520
West Palm Beach, FL 33401

Special Purpose Acquisition Company

Warrants

8, 10

n/a

01/28/2021

n/a

5,000

3

-

*

Tritium DCFC Ltd
23 Archimedes Place 
Murarrie, QLD Australia

Transportation Equipment Manufacturing

Warrants

8, 10

n/a

02/04/2021

n/a

5,000

6

5

*

USHG Acquisition Corp.
853 Broadway, 17th Floor
New York, NY 10003

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/25/2021

n/a

833

1

-

*

Velocity Acquisition Corp.
109 Old Branchville Road
Ridgefield, CT 06877

Special Purpose Acquisition Company

Warrants

8, 10

n/a

02/23/2021

n/a

166

-

-

*

VPC Impact Acquisition Holdings II
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/05/2021

n/a

10,000

7

1

*

Warburg Pincus Capital Corp I-A
450 Lexington Avenue
New York, NY 10017

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/05/2021

n/a

80

-

-

*

Warburg Pincus Capital Corp I-B
450 Lexington Avenue
New York, NY 10017

Special Purpose Acquisition Company

Warrants

8, 10

n/a

03/05/2021

n/a

80

-

-

*

Total Investments in Special Purpose Acquisition Companies

276

39

Total Investments excluding Short-Term Investments (227.20% of Net Assets)

231,233

217,013

Short-Term Investments

United States Treasury

Short-Term Investments

Treasury Bill

0.00%

09/29/2022

12/31/2022

50,000

49,896

49,892

GS Financial Square Treasury Obligations Fund

Short-Term Investments

Money Market

19,784

19,784

19,784

Total Short-Term Investments (72.95% of Net Assets)

69,680

69,676

TOTAL INVESTMENTS (300.15% of Net Assets)

300,913

286,689

Other Liabilities in Excess of Assets (200.15% of Net Assets)

(191,173

)

NET ASSETS

95,516

F-34

(1)

Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’ under the Securities Act.

(2)

Certain of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to London Interbank Offered Rate (‘‘LIBOR” or “L”), prime rate (“Prime”), or Secured Overnight Financing Rate ("SOFR") which are reset periodically. For each debt investment, the Company has provided the interest rate in effect as of period end. A floor is the minimum rate that will be applied in calculating an interest rate. A cap is the maximum rate that will be applied in calculating an interest rate. The one-month (“1M”) LIBOR as of period end was 3.14%. The three-month (“3M”) LIBOR as of period end was 3.75%. The six-month (“6M”) LIBOR as of period end was 4.23%. The prime rate as of period end was 6.25%. The SOFR as of period end was 2.98%.

(3)

Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

(4)

‘‘Controlled Investments’’ are investments in those companies that are ‘‘Controlled Investments’’ of the Company, as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). A company is deemed to be a ‘‘Controlled Investment’’ of the Company if the Company owns more than 25% of the voting securities of such company.

(5)

‘‘Affiliate Investments’’ are investments in those companies that are ‘‘Affiliated Companies’’ of the Company, as defined in the Investment Company Act, which are not ‘‘Controlled Investments.’’ A company is deemed to be an ‘‘Affiliate’’ of the Company if the Company owns 5% or more, but less than 25%, of the voting securities of such company.

(6)

Investments classified as Level 3 whereby fair value was determined by the Company's board of directors (the “Board”).

(7)

Security pays, or has the option to pay, some or all of its interest in kind. As of September 30, 2022, the Nice-Pak Products, Inc. secured loan B, Ruby Tuesday Operations, LLC secured loan and each of the Universal Fiber Systems term loans pay a portion of their interest in-kind and the rates above reflect the payment-in-kind ("PIK") interest rates. As of September 30, 2022, each of the Avanti Space Limited secured debt pay in kind and the rates above reflect the PIK interest rates, however, each position is on non-accrual. As of September 30, 2022, Avation Capital SA secured bond and Forum Energy Technologies, Inc have the option to pay in kind but currently pay cash and the rates above reflects the cash interest rates.

(8)

Non-income producing security.

(9)

Investment was on non-accrual status as of period end.

(10)

Indicates assets that the Company believes do not represent ‘‘qualifying assets’’ under Section 55(a) of the Investment Company Act. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. Of the Company’s total assets, 26.34% were non-qualifying assets as of period end.

(11)

Security exempt from registration pursuant to Rule 144A under the Securities Act. Such security may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration.

(12)

As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $10,589; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $24,813; the net unrealized depreciation was $14,224; the aggregate cost of securities for Federal income tax purposes was $300,913.

* Represents less than 1%.

F-35

As of September 30, 2022, the Company’s investments consisted of the following:


Investment Type	Investments at Fair Value		Percentage of Net Assets
Debt	$	173,440		181.58	%
Equity		43,573		45.62	%
Short-Term Investments		69,676		72.95	%
Total	$	286,689		300.15	%

As of September 30, 2022, the geographic composition of the Company’s portfolio at fair value was as follows:


Geography	Investments at Fair Value		Percentage of Net Assets
United States	$	279,239		292.35	%
Canada		3,805		3.98	%
Asia/Oceania		6		0.01	%
Europe		3,639		3.81	%
Total	$	286,689		300.15	%

F-36

As of September 30, 2022, the industry composition of the Company’s portfolio at fair value was as follows:


Industry	Investments at Fair Value			Percentage of Net Assets
Specialty Finance	$	51,347			53.76	%
Energy Midstream		26,333			27.57	%
Chemicals		24,477			25.63	%
Metals & Mining		13,693			14.33	%
Internet Media		13,298			13.92	%
Transportation Equipment Manufacturing		11,679			12.23	%
Oil & Gas Exploration & Production		11,647			12.19	%
Casinos & Gaming		7,931			8.30	%
Shipping		7,292			7.63	%
Consumer Products		7,258			7.60	%
Food & Staples		6,404			6.70	%
Industrial		5,451			5.71	%
Oil & Gas Refining		5,358			5.61	%
Hospitality		5,001			5.24	%
Energy Services		4,469			4.68	%
Aircraft		3,574			3.74	%
Wireless Telecommunications Services		3,550			3.72	%
Restaurants		3,333			3.49	%
Closed-End Fund		2,654			2.78	%
Apparel		2,585			2.71	%
Special Purpose Acquisition Company		20			0.02	%
Retail		5			0.01	%
Biotechnology		4			0.00	%
Auto Manufacturer		2			0.00	%
Communications Equipment		1			0.00	%
Household & Personal Products		1			0.00	%
IT Services		1			0.00	%
Technology		(355	)		-0.37	%
Short-Term Investments		69,676			72.95	%
Total	$	286,689			300.15	%

F-37

GREAT ELM CAPITAL CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

Dollar amounts in thousands


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(9)
Investments at Fair Value
ABB/Con-Cise Optical Group LLC 12301 NW 39th Street Coral Springs, FL 33065	Healthcare Supplies	1st Lien, Secured Loan	5	3M L + 5.00%, 6.00% Floor (6.00%)	12/01/2020	06/15/2023	$	2,961	$	2,818	$	2,869
AgroFresh Inc. One Washington Square, 510-530 Walnut Street, Suite 1350, Philadelphia, PA 19106	Chemicals	1st Lien, Secured Loan	5	1M L + 6.25%, 7.25% Floor (7.25%)	03/31/2021	12/31/2024		3,446		3,452		3,382
Altus Midstream LP One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, TX 77056	Energy Midstream	Preferred Equity	5	n/a	11/24/2021	n/a		10,571		11,950		11,970		1.60	%
APTIM Corp. 4171 Essen Lane Baton Rouge, LA 70809	Industrial	1st Lien, Secured Bond	11	7.75%	03/28/2019	06/15/2025		3,000		2,602		2,663
Avanti Communications Group PLC Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	1.125 Lien, Secured Loan	4, 5, 6, 10, 11, 12	12.50%	02/16/2021	07/31/2022		4,410		4,410		3,622
Avanti Communications Group PLC Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	1.25 Lien, Secured Loan	4, 5, 6, 10, 11, 12	12.50%	04/28/2020	07/31/2022		1,298		1,298		649
Avanti Communications Group PLC Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	1.5 Lien, Secured Loan	4, 5, 6, 8, 10, 11, 12	12.50%	05/24/2019	07/31/2022		10,754		10,754		3,866
Avanti Communications Group PLC Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	2nd Lien, Secured Bond	4, 5, 6, 8, 10, 11	9.00%	11/03/2016	10/01/2022		50,643		49,370		-
Avanti Communications Group PLC Cobham House 20 Black Friars Lane London, UK EC4V 6EB	Wireless Telecommunications Services	Common Equity	4, 5, 7, 10	n/a	11/03/2016	n/a		196,086,410		50,660		-		9.06	%
California Pizza Kitchen, Inc. 12181 Bluff Creek Drive Playa Vista, CA 90094	Restaurants	Common Equity	5, 7	n/a	11/23/2020	n/a		100,000		8,817		4,650		2.50	%
Cleaver-Brooks, Inc. 221 Law Street Thomasville, GA 31792	Industrial	1st Lien, Secured Bond		7.88%	05/05/2021	03/01/2023		5,000		4,975		4,888

F-38


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost			Fair Value		Percentage of Class(9)
Crestwood Equity Partners LP 811 Main Street, Suite 3400 Houston, TX 77002	Energy Midstream	Class A Preferred Equity Units	10	n/a	06/19/2020	n/a		925,047		5,533			9,102		1.30	%
ECL Entertainment, LLC 8978 Spanish Ridge Ave Las Vegas, NV 89148	Casinos & Gaming	1st Lien, Secured Loan	5	1M L + 7.50%, 8.25% Floor (8.25%)	03/31/2021	04/30/2028		2,488		2,464			2,525
Equitrans Midstream Corp. 2200 Energy Drive Canonsburg, PA 15317	Energy Midstream	Preferred Equity	5, 10	n/a	07/01/2021	n/a		250,000		5,275			5,446		0.05	%
Finastra Group Holdings, Ltd. 285 Madison Avenue New York, NY 10017	Software Services	2nd Lien, Secured Loan	10	6M L + 7.25%, 8.25% Floor (8.25%)	12/14/2017	06/13/2025		2,000		1,957			1,994
First Brands, Inc. 3255 West Hamlin Road Rochester Hills, MI 48309	Transportation Equipment Manufacturing	2nd Lien, Secured Loan	5	3M L + 8.50%, 9.50% Floor (9.50%)	03/24/2021	03/30/2028		6,000		5,888			6,030
Foresight Energy 211 North Broadway, Suite 2600 St. Louis, MO 63102	Metals & Mining	1st Lien, Secured Loan	5	3M L + 8.00%, 9.50% Floor (9.50%)	07/29/2021	06/30/2027		6,121		6,160			6,137
GAC HoldCo Inc. Suite 1220, 407 - 2nd Street S.W. Calgary, AB T2P 2Y3	Oil & Gas Exploration & Production	1st Lien, Secured Bond	10	12.00%	07/27/2021	08/15/2025		3,250		3,153			3,510
GAC HoldCo Inc. Suite 1220, 407 - 2nd Street S.W. Calgary, AB T2P 2Y3	Oil & Gas Exploration & Production	Warrants	5, 10	n/a	10/18/2021	n/a		3,250		-			609		0.26	%
The GEO Group, Inc. 4955 Technology Way Boca Raton, FL 33431	Consumer Services	Unsecured Bond	10	5.88%	03/09/2021	10/15/2024		3,000		2,492			2,640
Greenway Health, LLC 4301 W. Boy Scout Blvd, Suite 800 Tampa, FL 33607	Technology	1st Lien, Revolver	5	3M L+ 3.75%, 3.96% Floor (3.96%)	01/27/2020	11/17/2023		-		(73	)		-
Greenway Health, LLC 4301 W. Boy Scout Blvd, Suite 800 Tampa, FL 33607	Technology	1st Lien, Revolver - Unfunded	5	0.50%	01/27/2020	02/17/2022		8,026		-			-
ITP Live Production Group 101 Greenwich Street, Floor 26 New York, NY 10006	Specialty Finance	Secured Equipment Financing	5	18.21%	12/22/2021	05/22/2026		1,806		1,832			1,833

F-39


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost			Fair Value		Percentage of Class(9)
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Subordinated Note	3, 5	11.00%	09/20/2021	09/20/2026		10,000		10,000			10,000
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Secured Revolver	3, 5	Prime + 1.25% (4.50%)	09/20/2021	09/20/2026		1,933		1,933			1,933
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Secured Revolver - Unfunded	3, 5	0.25%	09/20/2021	09/20/2026		3,067		-			-
Lenders Funding, LLC 523 A Avenue Coronado, CA 92118	Specialty Finance	Common Equity	3, 5	n/a	09/20/2021	n/a		6,287		7,250			7,309		62.87	%
Levy/Stormer 905 South Boulevard East Rochester Hills, MI 48307	Specialty Finance	Secured Loan	5	12.50%	05/13/2021	02/15/2022		3,500		3,498			3,500
Mad Engine Global, LLC 6740 Cobra Way San Diego, CA, 92121	Apparel	1st Lien, Secured Loan	5	3M L + 7.00%, 8.00% Floor (8.00%)	06/30/2021	06/30/2027		2,981		2,910			2,929
Martin Midstream Partners LP 4200 Stone Road Kilgore, TX 75662	Energy Midstream	2nd Lien, Secured Bond		11.50%	12/09/2020	02/28/2025		3,000		3,089			3,152
Maverick Gaming LLC 12530 NE 144th Street Kirkland, WA 98034	Casinos & Gaming	1st Lien, Secured Loan B	5	3M L + 7.5%, 8.50% Floor (8.50%)	11/16/2021	08/19/2026		2,743		2,764			2,766
Monitronics International, Inc. 1990 Wittington Place Dallas, TX 75234	Home Security	1st Lien, Secured Loan	5	3M L + 6.50%, 7.75 Floor (7.75%)	06/24/2021	03/29/2024		5,962		5,823			5,590
Natural Resource Partners LP 1201 Louisiana Street, Suite 3400 Houston, TX 77002	Metals & Mining	Unsecured Notes		9.13%	06/12/2020	06/30/2025		7,462		6,900			7,574
Par Petroleum, LLC 825 Town & Country Lane, Suite 1500 Houston, TX 77024	Oil & Gas Refining	1st Lien, Secured Bond	10	7.75%	10/30/2020	12/15/2025		3,000		2,615			3,030
Perforce Software, Inc. 400 First Avenue North #200 Minneapolis, MN 55401	Technology	1st Lien, Secured Revolver	5	3M L + 4.25%, 4.25% Floor (4.40%)	01/24/2020	07/01/2024		-		(361	)		-

F-40


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost			Fair Value			Percentage of Class(9)
Perforce Software, Inc. 400 First Avenue North #200 Minneapolis, MN 55401	Technology	1st Lien, Secured Revolver - Unfunded	5	0.50%	01/24/2020	07/01/2024		4,375		-			(158	)
PFS Holdings Corp. 3747 Hecktown Road Easton, PA 18045	Food & Staples	1st Lien, Secured Loan	4, 5	3M L + 7.00%, 8.00% Floor (8.00%)	11/13/2020	11/13/2024		1,065		1,065			922
PFS Holdings Corp. 3747 Hecktown Road Easton, PA 18045	Food & Staples	Common Equity	4, 5, 7	n/a	11/13/2020	n/a		5,231		12,378			1,802			5.23	%
PIRS Capital LLC 1688 Meridian Ave Ste 700 Miami Beach, FL 33139	Specialty Finance	Receivable	5	Prime + 6.50% (9.75%)	11/22/2021	11/22/2022		2,000		2,000			2,000
Prestige Capital Finance, LLC 400 Kelby St., 10th Floor Fort Lee, NJ 07024	Specialty Finance	Subordinated Note	3, 5, 10	11.00%	06/15/2021	06/15/2023		6,000		6,000			6,000
Prestige Capital Finance, LLC 400 Kelby St., 10th Floor Fort Lee, NJ 07024	Specialty Finance	Common Equity	3, 5, 10	n/a	02/08/2019	n/a		100		7,466			11,843			80.00	%
Quad/Graphics, Inc. N61 W23044 Harry's Way Sussex, WI 53089	Commercial Printing	Unsecured Bond		7.00%	03/31/2021	05/01/2022		2,000		1,987			2,025
Research Now Group, Inc. 5800 Tennyson Parkway Suite 600 Plano, TX 75024	Internet Media	1st Lien, Secured Revolver	5	6M L + 4.50%, 4.84% Floor (4.66%)	01/29/2019	12/20/2022		-		(212	)		-
Research Now Group, Inc. 5800 Tennyson Parkway Suite 600 Plano, TX 75024	Internet Media	1st Lien, Secured Revolver - Unfunded	5	0.50%	01/29/2019	12/20/2022		10,000		-			(130	)
Research Now Group, Inc. 5800 Tennyson Parkway Suite 600 Plano, TX 75024	Internet Media	2nd Lien, Secured Loan	5	6M L + 9.50%, 10.50% Floor (10.50%)	05/20/2019	12/20/2025		12,000		11,965			12,000
Ruby Tuesday Operations LLC 333 E. Broadway Avenue Maryville, TN 37804	Restaurants	1st Lien, Secured Loan	5, 6	1M L + 12.00%, 13.25% Floor (13.25%), (7.25% Cash + 6.00% PIK)	02/24/2021	02/24/2025		2,949		2,949			2,788
Ruby Tuesday Operations LLC 333 E. Broadway Avenue Maryville, TN 37804	Restaurants	Warrants	5, 7	n/a	02/24/2021	n/a		311,697		-			872			2.81	%

F-41


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(9)
Sprout Holdings, LLC 90 Merrick Ave, East Meadow, NY 11554	Specialty Finance	Receivable	5	11.50%	06/23/2021	06/23/2022		2,000		2,000		2,000
Summit Midstream Holdings, LLC 910 Louisiana Street, Suite 4200 Houston, TX 77002	Energy Midstream	2nd Lien, Secured Bond		8.50%	10/19/2021	10/15/2026		1,000		985		1,042
Summit Midstream Partners LP 910 Louisiana Street, Suite 4200 Houston, TX 77002	Energy Midstream	Preferred Equity	7	n/a	06/03/2021	n/a		1,500,000		1,067		1,103		1.05	%
Target Hospitality Corp. 2170 Buckthorne Place, Suite 440 The Woodlands, TX 77380	Hospitality	Secured Bond	10	9.50%	05/13/2021	03/15/2024		4,000		3,998		4,085
Tensar Corporation 2500 Northwinds Parkway, Suite 500 Alpharetta, GA 30009	Construction Materials Manufacturing	2nd Lien, Secured Loan	5	3M L + 12.00%, 13.00% Floor (13.00%)	11/20/2020	02/20/2026		10,000		9,710		10,461
TRU (UK) Asia Limited Cannon Place, 78 Cannon Street, London, EC4N 6AF	Retail	Common Equity	5, 7, 10	n/a	07/21/2017	n/a		576,954		19,344		4,046		1.63	%
TRU (UK) Asia Limited Liquidating Trust Cannon Place, 78 Cannon Street, London, EC4N 6AF	Retail	Common Equity	5, 7	n/a	07/21/2017	n/a		16,000		900		221		2.75	%
Universal Fiber Systems 640 State Street Bristol, TN 37620	Chemicals	Secured Loan B	5, 6	13.90%	09/30/2021	09/29/2026		6,133		6,017		6,004
Universal Fiber Systems 640 State Street Bristol, TN 37620	Chemicals	Secured Loan C	5, 6	13.90%	09/30/2021	09/29/2026		1,549		1,505		1,516
Universal Fiber Systems 640 State Street Bristol, TN 37620	Chemicals	Warrants	5	n/a	09/30/2021	n/a		1,759		-		320		1.50	%
Vantage Specialty Chemicals, Inc. 1751 Lake Cook Rd., Suite 550 Deerfield, IL 60015	Chemicals	2nd Lien, Secured Loan	5	3M L + 8.25%, 9.25% Floor (9.25%)	06/08/2021	10/26/2025		3,874		3,780		3,836
Viasat, Inc. 6155 El Camino Real Carlsbad, CA 92009	Communications Equipment	Receivable	5	n/a	10/25/2021	03/15/2022		402		361		363

F-42


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(9)
Viasat, Inc. 6155 El Camino Real Carlsbad, CA 92009	Communications Equipment	Receivable	5	n/a	10/25/2021	06/15/2022		402		348		350
Viasat, Inc. 6155 El Camino Real Carlsbad, CA 92009	Communications Equipment	Receivable	5	n/a	10/25/2021	09/15/2022		402		342		344
W&T Offshore, Inc. 5718 Westheimer Road, Suite 700 Houston, TX 77057	Oil & Gas Exploration & Production	2nd Lien, Secured Bond	10	9.75%	05/05/2021	11/01/2023		6,000		5,602		5,730
Wynden Stark LLC 295 Madison Ave, 12th Floor New York, NY 10017	Specialty Finance	Receivable	5	11.00%	03/15/2021	03/15/2022		1,534		1,534		1,534
Wynden Stark LLC 295 Madison Ave, 12th Floor New York, NY 10017	Specialty Finance	Receivable - Unfunded	5	n/a	03/15/2021	03/15/2022		6,466		-		-
Investments in Special Purpose Acquisition Companies (SPAC) & De-SPAC Companies
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167	Special Purpose Acquisition Company	Common Equity	7, 10	n/a	02/02/2021	n/a		74,800		734		729		0.07	%
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167	Special Purpose Acquisition Company	Warrants	7, 10	n/a	02/02/2021	n/a		20,000		18		18		0.10	%
Austerlitz Acquisition Corporation I 1701 Village Center Circle Las Vegas, NV 89134	Special Purpose Acquisition Company	Warrants	7, 10	n/a	02/26/2021	n/a		12,500		12		13		0.07	%
Austerlitz Acquisition Corporation II 1701 Village Center Circle Las Vegas, NV 89134	Special Purpose Acquisition Company	Warrants	7, 10	n/a	02/26/2021	n/a		12,500		12		12		0.04	%
BigBear.ai 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046	IT Services	Warrants	7, 10	n/a	02/09/2021	n/a		8,333		6		7		0.07	%
Ginko Bioworks Holdings, Inc. 27 Drydock Avenue, 8th Floor Boston, MA 02210	Biotechnology	Warrants	7, 10	n/a	02/24/2021	n/a		5,000		13		11		0.01	%
Jaws Mustang Acquisition Corporation 1601 Washington Avenue, Suite 800 Miami Beach, FL 33139	Special Purpose Acquisition Company	Warrants	7, 10	n/a	02/02/2021	n/a		6,250		7		6		0.02	%

F-43


Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity	Par Amount / Quantity		Cost		Fair Value			Percentage of Class(9)
Oyster Enterprises Acquisition Corp. 777 South Flagler Drive, Suite 800W West Palm Beach, FL 33401	Special Purpose Acquisition Company	Common Equity	7, 10	n/a	01/20/2021	n/a		24,790		241		242			0.11	%
Oyster Enterprises Acquisition Corp. 777 South Flagler Drive, Suite 800W West Palm Beach, FL 33401	Special Purpose Acquisition Company	Warrants	7, 10	n/a	01/20/2021	n/a		12,500		7		6			0.07	%
Spartan Acquisition Corp. III 9 West 57th Street, 43rd Floor New York, NY 10019	Special Purpose Acquisition Company	Warrants	7, 10	n/a	02/09/2021	n/a		10,000		11		14			0.07	%
VPC Impact Acquisition Holdings II 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606	Special Purpose Acquisition Company	Common Equity	7, 10	n/a	03/05/2021	n/a		13,454		132		132			0.05	%
VPC Impact Acquisition Holdings II 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606	Special Purpose Acquisition Company	Warrants	7, 10	n/a	03/05/2021	n/a		10,000		7		10			0.16	%
VPC Impact Acquisition Holdings III 150 North Riverside Plaza, Suite 5200 Chicago, IL 60606	Special Purpose Acquisition Company	Warrants	7, 10	n/a	03/05/2021	n/a		10,000		7		11			0.16	%
Miscellaneous	Special Purpose Acquisition Company	Equity	7, 10, 14	n/a	n/a	n/a		335,621		1,879		1,851
Total Investments in Special Purpose Acquisition Companies										3,086		3,062
Total Investments excluding Short-Term Investments (284.55% of Net Assets)										338,385		212,149
Short-Term Investments
United States Treasury	Short-Term Investments	Treasury Bill		0.00%	12/30/2021	02/01/2022		200,000		199,995		199,995
Total Short-Term Investments (268.25% of Net Assets)										199,995		199,995
TOTAL INVESTMENTS (552.8% of Net Assets)			13						$	538,380	$	412,144
Other Liabilities in Excess of Assets (452.8% of Net Assets)											$	(337,588	)
NET ASSETS											$	74,556

(1)

The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933 and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities’’ under the Securities Act of 1933.

(2)

Certain of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to London Interbank Offered Rate (‘‘LIBOR” or “L”) or prime rate (“Prime”) which are reset periodically. For each debt investment, the Company has provided the interest rate in effect as of period end. A floor is the minimum rate that will be applied in calculating an interest rate. A cap is the maximum rate that will be applied in calculating an interest rate. The one month (“1M”) LIBOR as of period end was 0.10%. The three month (“3M”) LIBOR as of period end was 0.21%. The six month (“6M”) LIBOR as of period end was 0.34%. The prime rate as of period end was 3.25%.

(3)

‘‘Controlled Investments’’ are investments in those companies that are ‘‘Controlled Investments’’ of the Company, as defined in the Investment Company Act. A company is deemed to be a ‘‘Controlled Investment’’ of the Company if the Company owns more than 25% of the voting securities of such company.

(4)

(5)

Investments classified as Level 3 whereby fair value was determined by the Company's Board.

F-44

(6)

Security pays, or has the option to pay, all of its interest in kind. As of December 31, 2021, each of the Avanti Communications Group, plc secured debt pay in-kind. As of December 31, 2021, the Ruby Tuesday Operations, LLC secured loan and each of the Universal Fiber Systems term loans pay a portion of their interest in-kind. The rates above reflect the PIK interest rates.

(7)

Non-income producing security.

(8)

Investment was on non-accrual status as of period end.

(9)

Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

(10)

(11)

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. Such security may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration.

(12)

Under the terms of the credit agreement, this investment has an exit fee which requires the borrower to pay, in connection with each prepayment or other repayment a fee equal to 2.50% of the amount being repaid.

(13)

As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $49,821; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $162,667; the net unrealized depreciation was $(112,846); the aggregate cost of securities for Federal income tax purposes was $524,990.

(14)

Represents previously undisclosed unrestricted securities, which the Company has held for less than one year.

As of December 31, 2021 the Company’s investments consisted of the following:


Investment Type	Investments at Fair Value		Percentage of Net Assets
Debt	$	149,794		200.91	%
Equity/Other		62,355		83.64	%
Short-Term Investments		199,995		268.25	%
Total	$	412,144		552.80	%

As of December 31, 2021 the geographic composition of the Company’s portfolio at fair value was as follows:


Geography	Investments at Fair Value		Percentage of Net Assets
United States	$	393,848		528.26	%
United Kingdom		14,177		19.02	%
Canada		4,119		5.52	%
Total	$	412,144		552.80	%

F-45

As of December 31, 2021 the industry composition of the Company’s portfolio at fair value was as follows:


Industry	Investments at Fair Value			Percentage of Net Assets
Specialty Finance		47,952			64.32	%
Energy Midstream		31,815			42.67	%
Chemicals		15,058			20.20	%
Metals & Mining		13,711			18.39	%
Internet Media		11,870			15.92	%
Construction Materials Manufacturing		10,461			14.03	%
Oil & Gas Exploration & Production		9,849			13.21	%
Restaurants		8,310			11.15	%
Wireless Telecommunications Services		8,137			10.91	%
Industrial		7,551			10.13	%
Transportation Equipment Manufacturing		6,030			8.09	%
Home Security		5,590			7.50	%
Casinos & Gaming		5,291			7.10	%
Retail		4,267			5.72	%
Hospitality		4,085			5.48	%
Special Purpose Acquisition Company		3,044			4.08	%
Oil & Gas Refining		3,030			4.06	%
Apparel		2,929			3.93	%
Healthcare Supplies		2,869			3.85	%
Food & Staples		2,724			3.65	%
Consumer Services		2,640			3.54	%
Commercial Printing		2,025			2.72	%
Software Services		1,994			2.67	%
Communications Equipment		1,057			1.42	%
Biotechnology		11			0.01	%
IT Services		7			0.01	%
Technology		(158	)		-0.21	%
Short-Term Investments		199,995			268.25	%
Total	$	412,144			552.80	%

The accompanying notes are an integral part of these financial statements.

F-46

GREAT ELM CAPITAL CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Dollar amounts in thousands, except share and per share amounts

1. ORGANIZATION

Great Elm Capital Corp. (the “Company”) was formed on April 22, 2016 as a Maryland corporation. The Company is structured as an externally managed, non-diversified closed-end management investment company. The Company elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is managed by Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), a subsidiary of Great Elm Group, Inc., a Delaware corporation (“GEG”).

The Company seeks to generate current income and capital appreciation through debt and income generating equity investments, including investments in specialty finance businesses.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. The Company’s functional currency is U.S. dollars and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X and Regulation S-K. These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.

Retroactive Adjustments for Reverse Stock Split. The outstanding shares and per share amounts of the Company’s common stock in the consolidated financial statements and notes to the consolidated financial statements have been retroactively adjusted for the reverse stock split effected on February 28, 2022 for all activity prior to that date.

Basis of Consolidation. Under the Investment Company Act, Article 6 of Regulation S-X and GAAP, the Company is generally precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services and benefits to the Company. The accompanying consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiary, Great Elm Specialty Finance, LLC. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Revenue Recognition. Interest and dividend income, including income paid in kind, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments, are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment if such fees are fixed in nature. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, and end-of-term or exit fees that have a contingency feature or are variable in nature are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are generally included in interest income.

Interest income received as paid-in-kind (“PIK”) is reported separately in the Statements of Operations. Income is included as PIK if the instrument solely provides for settlement in kind. In the event that the borrower can settle in kind or via cash payment, the income is not included as PIK until the borrower elects to pay in kind and the payment is received by the Company. In the event there is a lesser cash rate in a PIK toggle instrument, income is accrued at the lesser cash rate until the coupon is paid in kind and such larger payment is received by the Company.

Certain of the Company’s debt investments were purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate debt instruments are generally amortized using the effective-interest or constant-yield method assuming there are no material questions as to collectability.

F-47

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation). The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the net change in portfolio investment values and portfolio investment cost bases during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Cash and Cash Equivalents. Cash and cash equivalents typically consist of bank demand deposits. Restricted cash generally consists of collateral for unfunded positions held by counterparties.

Valuation of Portfolio Investments. The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Board.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 4.

The Company values its portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by the Board. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (1) are independent of the Company, (2) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (3) are able to transact for the asset, and (4) are willing to transact for the asset (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. The Company generally obtains market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. Short term debt investments with remaining maturities within ninety days are generally valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of the Company’s investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with the Company’s documented valuation policy that has been reviewed and approved by the Board, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of the Company’s investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security.

The valuation process approved by the Board with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

▪

The investment professionals of GECM provide recent portfolio company financial statements and other reporting materials to an independent valuation firm (or firms) approved by the Board;

▪

Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented, discussed, and iterated with senior management of GECM;

▪

The fair value of investments comprising in the aggregate less than 5% of the Company’s total capitalization and individually less than 1% of the Company’s total capitalization may be determined by GECM in good faith in accordance with the Company’s valuation policy without the employment of an independent valuation firm.

▪

The Company’s audit committee recommends, and the Board approves, the fair value of the investments in the Company’s portfolio in good faith based on the input of GECM, the independent valuation firms (to the extent applicable) and the business judgment of the audit committee and the Board, respectively.

F-48

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in determining the fair value of its investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, and enterprise values.

Investments in revolvers or delayed draw loans may include unfunded commitments for which the Company’s acquisition cost will be offset by compensation received on the portion of the commitment that is unfunded. As a result, the purchases of a commitment that is not fully funded may result in a negative cost basis for the funded commitment. The fair value of the unfunded commitment is adjusted for price appreciation or depreciation and may result in a negative fair value for the unfunded commitment.

Deferred Financing Costs and Deferred Offering Costs. Deferred financing costs and deferred offering costs consist of fees and expenses incurred in connection with financing or capital raising activities and include professional fees, printing fees, filing fees and other related expenses.

Deferred financing costs incurred in connection with the revolving credit facility are amortized on a straight-line basis over the term of the revolving credit facility. Unamortized costs are included in deferred financing costs on the consolidated statements of assets and liabilities and amortization of those costs is included in interest expense on the consolidated statements of operations.

Deferred offering costs incurred in connection with the unsecured notes are amortized over the term of the respective unsecured note using the effective interest method. Unamortized costs are treated as a reduction to the carrying amount of the debt on the consolidated statements of assets and liabilities and amortization of those costs is included in interest expense on the consolidated statements of operations.

Deferred offering costs incurred in connection with the shelf registration on form N-2 are capitalized when incurred and recognized as a reduction to offering proceeds when the offering becomes effective or expensed upon expiration of the registration statement, if applicable. Deferred offering costs are included with prepaid expenses and other assets on the consolidated statements of assets and liabilities.

Foreign Currency Translation. Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (1) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the date of valuation; and (2) purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.

U.S. Federal Income Taxes. From inception to September 30, 2016, the Company was a taxable association under Internal Revenue Code of 1986, as amended (the “Code”). The Company has elected to be taxed as a regulated investment company (“RIC”) under subchapter M of the Code. The Company intends to operate in a manner so as to qualify for the tax treatment applicable to RICs in that taxable year and all future taxable years. In order to qualify as a RIC, among other things, the Company will be required to timely distribute to its stockholders at least 90% of investment company taxable income (“ICTI”) including PIK interest, as defined by the Code, for each taxable year in order to be eligible for tax treatment under subchapter M of the Code. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year dividend distributions into the next tax year. Any such carryover ICTI must be distributed prior to the 15th day of the ninth month after the tax year-end. So long as the Company maintains its status as a RIC, it generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

F-49

If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”), the Company will generally be required to pay an excise tax equal to 4% of the amount by the which Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

The Company has accrued $123 of excise tax expense for the nine months ended September 30, 2022. The Company accrued $48 of excise tax expense for the year ended December 31, 2021.

At December 31, 2021, the Company, for federal income tax purposes, had capital loss carryforwards of $62,971 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to stockholders, which would otherwise be necessary to relieve the Company of any liability for federal income tax. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Of the capital loss carryforwards at December 31, 2021, $42,978 are limited losses and available for use subject to annual limitation under Section 382. Of the capital losses at December 31, 2021, $16,815 are short-term and $46,156 are long term.

ASC 740 Accounting for Uncertainty in Income Taxes (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior years, as applicable), the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

3. SIGNIFICANT AGREEMENTS AND RELATED PARTIES

Investment Management Agreement. The Company has an investment management agreement (the “Investment Management Agreement”) with GECM. Beginning on November 4, 2016, the Company began accruing for GECM’s fees for its services under the Investment Management Agreement. This fee consists of two components: a base management fee and an incentive fee.

The Company’s Chief Compliance Officer is also the president, general counsel and chief compliance officer of GECM, and the president of GEG. The Company’s Chief Financial Officer is also the chief financial officer of GECM.

Management Fee The base management fee is calculated at an annual rate of 1.50% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. The base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial quarter are prorated.

For the three and nine months ended September 30, 2022 management fees amounted to $804 and $2,355, respectively. For the three and nine months ended September 30, 2021 management fees amounted to $876 and $2,301, respectively. As of September 30, 2022 and December 31, 2021, $805 and $881, respectively, remained payable.

Incentive Fee The incentive fee consists of two components that are independent of each other with the result that one component may be payable even if the other is not. One component of the incentive fee is based on income (the “Income Incentive Fee”) and the other component is based on capital gains (the “Capital Gains Incentive Fee”).

F-50

The Income Incentive Fee is calculated on a quarterly basis as 20% of the amount by which the Company’s pre-incentive fee net investment income (the “Pre-Incentive Fee Net Investment Income”) for the quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which GECM receives all of such income in excess of the 1.75% level but less than 2.1875% (8.75% annualized) and subject to a total return requirement (described below). The effect of the “catch-up” provision is that, subject to the total return provision, if pre-incentive fee net investment income exceeds 2.1875% of the Company’s net assets at the end of the immediately preceding calendar quarter, in any calendar quarter, GECM will receive 20.0% of the Company’s pre-incentive fee net investment income as if the 1.75% hurdle rate did not apply. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the then current quarter.

Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, PIK interest, PIK dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Company and its consolidated subsidiaries have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation.

Any Income Incentive Fee otherwise payable with respect to Accrued Unpaid Income (collectively, the “Accrued Unpaid Income Incentive Fees”) is deferred, on a security by security basis, and becomes payable only if, as, when and to the extent cash is received by the Company or its consolidated subsidiaries in respect thereof. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Incentive Fees previously deferred.

The Company will defer cash payment of any Income Incentive Fee otherwise payable to the investment adviser in any quarter (excluding Accrued Unpaid Income Incentive Fees with respect to such quarter) that exceeds (1) 20% of the Cumulative Pre‑Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the “Trailing Twelve Quarters”) less (2) the aggregate incentive fees that were previously paid to the investment adviser during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees during such Trailing Twelve Quarters and not subsequently paid). “Cumulative Pre‑Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means the sum of (a) pre‑incentive fee net investment income in respect of such Trailing Twelve Quarters less (b) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters.

Under the Capital Gains Incentive Fee, the Company is obligated to pay GECM at the end of each calendar year 20% of the aggregate cumulative realized capital gains from November 4, 2016 through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees.

In March 2022, GECM waived all accrued and unpaid incentive fees as of March 31, 2022. As of March 31, 2022, there were approximately $4.9 million of accrued fees. In connection with the waiver, the Company recognized the reversal of these accrued fees during the period ending March 31, 2022, resulting in a corresponding increase in net income in that period. The incentive fee waiver is not subject to recapture.

For the nine months ended September 30, 2022 and 2021, the Company incurred Income Incentive Fees of $(4,854), inclusive of the incentive fee waiver as of March 31, 2022, and $888, respectively. As of September 30, 2022 there were no incentive fees payable. As of December 31, 2021, $4,854 of Income Incentive Fees remained payable and none was immediately payable after calculating the total return requirement. These payable amounts included both Accrued Unpaid Income Incentive Fees and amounts deferred under the total return requirement and would have become due upon meeting the criteria described above had they not been waived by GECM as of March 31, 2022. For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company did not have any Capital Gains Incentive Fees accrual.

F-51

On August 1, 2022, the Company's stockholders approved a proposal to amend the Capital Gains Incentive Fee and mandatory deferral provisions in sections 4.4 and 4.5, respectively, of the Investment Management Agreement. The amendment amended (i) section 4.4 of the Investment Management Agreement to provide that (x) the capital gains commencement date shall be April 1, 2022 and (y) for the year ending December 31, 2022, the Capital Gains Incentive Fee shall be calculated for the period beginning on the Capital Gains Commencement Date and ending on December 31, 2022 and (ii) section 4.5 of the Investment Management Agreement to provide that (x) the Trailing Twelve Quarters shall commence April 1, 2022 (the “Mandatory Deferral Commencement Date”) and (y) in the event the Trailing Twelve Quarters is less than twelve full calendar quarters, Trailing Twelve Quarters shall mean the period from the Mandatory Deferral Commencement Date through the quarter ending on or prior to the date such Income Incentive Fee payment is to be made.

The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Investment Management Agreement or otherwise as an investment adviser of the Company.

Administration Fees. The Company has an administration agreement (the “Administration Agreement”) with GECM to provide administrative services, including, among other things, furnishing the Company with office facilities, equipment, clerical, bookkeeping and record keeping services. The Company will reimburse GECM for its allocable portion of overhead and other expenses of GECM in performing its obligations under the Administration Agreement. Compensation of administrator personnel is allocated based on time allocation for the period. Other overhead expenses are based on a combination of time allocation and total headcount.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Administration Agreement or otherwise as administrator for the Company.

For the three and nine months ended September 30, 2022, the Company incurred expenses under the Administration Agreement of $221 and $704, respectively. For the three and nine months ended September 30, 2021, the Company incurred expenses under the Administration Agreement of $175 and $511, respectively. As of September 30, 2022 and December 31, 2021, $169 and $131 remained payable, respectively.

4. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 should be read in conjunction with the information outlined below.

F-52

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

Level 2 Instruments Valuation Techniques and Significant Inputs

Equity, Bank Loans, Corporate Debt, and Other Debt Obligations

The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency may include commercial paper, most government agency obligations, certain corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly-listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.
Valuations of Level 2 debt and equity instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency.  Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

Level 3 Instruments Valuation Techniques and Significant Inputs

Bank Loans, Corporate Debt, and Other Debt Obligations

Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions.  The significant inputs are generally determined based on an analysis of market comparables, transactions in similar instruments and/or recovery and liquidation analyses.

Equity

Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value.  When these are not available, the following valuation methodologies are used, as appropriate and available:
▪Transactions in similar instruments;
▪Discounted cash flow techniques;
▪Third party appraisals; and
▪Industry multiples and public comparables.
▪Current financial performance as compared to projected performance; 
▪Capitalization rates and multiples; and
▪Market yields implied by transactions of similar or related assets.
Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2022 and December 31, 2021. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment (if any), call provisions and comparable company valuations. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market multiples would result in an increase or decrease, respectively, in the fair value.

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of September 30, 2022:


Assets	Level 1		Level 2		Level 3		Total
Debt	$	-	$	78,507	$	94,933	$	173,440
Equity/Other		8,913		-		34,660		43,573
Short Term Investments		69,676		-		-		69,676
Total investment assets	$	78,589	$	78,507	$	129,593	$	286,689

F-53

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of December 31, 2021:


Assets	Level 1		Level 2		Level 3		Total
Debt	$	-	$	44,858	$	104,936	$	149,794
Equity/Other		12,164		1,103		49,088		62,355
Short Term Investments		199,995		-		-		199,995
Total investment assets	$	212,159	$	45,961	$	154,024	$	412,144

The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2022:


Level 3	Beginning Balance as of January 1, 2022		Net Transfers In/Out			Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)(2)		Sales and Settlements(1)			Net Amortization of Premium/ Discount		Ending Balance as of September 30, 2022
Debt	$	104,936	$	(8,972	)	$	49,187	$	(59,228	)	$	47,937	$	(39,270	)	$	343	$	94,933
Equity/Other		49,088		-			8,163		(69,385	)		68,358		(21,564	)		-		34,660
Total investment assets	$	154,024	$	(8,972	)	$	57,350	$	(128,613	)	$	116,295	$	(60,834	)	$	343	$	129,593

The following is a reconciliation of Level 3 assets for the year ended December 31, 2021:


Level 3	Beginning Balance as of January 1, 2021		Net Transfers In/Out		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)(2)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Ending Balance as of December 31, 2021
Debt	$	85,865	$	-	$	118,965	$	(13,067	)	$	(19,544	)	$	(70,373	)	$	3,090	$	104,936
Equity/Other		26,191		-		24,476		(2,276	)		4,907			(4,210	)		-		49,088
Total investment assets	$	112,056	$	-	$	143,441	$	(15,343	)	$	(14,637	)	$	(74,583	)	$	3,090	$	154,024

(1)

Purchases may include new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings, capitalized PIK income, and securities received in corporate actions and restructurings. Sales and Settlements may include scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities), and securities delivered in corporate actions and restructuring of investments.

(2)

The net change in unrealized appreciation relating to Level 3 assets still held at September 30, 2022 totaled $(10,085) consisting of the following: $(8,948) related to debt investments and $(1,137) related to equity investments. The net change in unrealized depreciation relating to Level 3 assets still held at December 31, 2021 totaled $(27,528) consisting of the following: $(31,826) related to debt investments and $4,298 relating to equity/other.

Two investments with an aggregate fair value of $8,972 were transferred from Level 3 to Level 2 as a result of increased pricing transparency during the nine months ended September 30, 2022.

There were no transfers into or out of Level 3 during the year ended December 31, 2021.

The following tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of September 30, 2022 and December 31, 2021, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

F-54


As of September 30, 2022
Investment Type	Fair value		Valuation Technique(1)	Unobservable Input(1)	Range (Weighted Average)(2)
Debt	$	64,103	Income Approach	Discount Rate	9.48% - 23.74% (15.74%)
		10,604	Market Approach	Earnings Multiple	1.50 - 4.50 (3.99)
		8,500	Income Approach	Discount Rate	27.00% - 33.50% (31.97%)
			Market Approach	Earnings Multiple	3.40 - 4.50 (3.98)
		7,258	Recent Transaction
		4,468	Income Approach	Implied Yield	9.60% - 17.09% (14.51%)
Total Debt	$	94,933

Equity/Other	$	19,428	Income Approach	Discount Rate	27.00% - 33.50% (29.72%)
			Market Approach	Earnings Multiple	3.40 - 4.50 (3.88)
		4,972	Income Approach	Discount Rate	18.59% - 18.59% (18.59%)
		10,255	Market Approach	Earnings Multiple	0.13 - 7.75 (3.87)
		5	Asset Recovery / Liquidation (3)
Total Equity/Other	$	34,660


As of December 31, 2021
Investment Type	Fair value			Valuation Technique(1)	Unobservable Input(1)	Range (Weighted Average)(2)
Debt	$	20,070		Market Approach	Earnings Multiple	1.00 - 5.25 (3.28)
				Income Approach	Discount Rate	17.50% - 32.50% (27.68%)
		83,321		Income Approach	Discount Rate	7.05% - 65.41% (13.16%)
		(288	)	Income Approach	Implied Yield	4.02% - 6.87% (4.97%)
		1,833		Recent Transaction
Total Debt	$	104,936

Equity/Other	$	31,050		Market Approach	Earnings Multiple	0.16 - 14.50 (5.44)
				Income Approach	Discount Rate	14.00% - 32.50% (25.54%)
		5,238		Market Approach	Earnings Multiple	0.13 - 7.25 (2.01)
		12,579		Income Approach		11.51% - 13.39% (11.60%)
	221			Asset Recovery / Liquidation(3)
Total Equity/Other	$	49,088

(1)

The fair value of any one instrument may be determined using multiple valuation techniques or unobservable inputs.

(2)

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. The range and weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

(3)

Investments valued using the asset recovery or liquidation technique include investments for which valuation is based on current financial data without a discount rate applied.

5. DEBT

Revolver

On May 5, 2021, the Company entered into a Loan, Guarantee and Security Agreement (the “Loan Agreement”) with City National Bank (“CNB”). The Loan Agreement provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base as defined in the Loan Agreement). The Company may request to increase the revolving line in an aggregate amount not to exceed $25 million, which increase is subject to the sole discretion of CNB. The maturity date of the revolving line is May 5, 2024. Borrowings under the revolving line bear interest at a rate equal to (i) the secured overnight financing rate ("SOFR") plus 3.50%, (ii) a base rate plus 2.00% or (iii) a combination thereof, as determined by the Company. As of September 30, 2022, there were no borrowings outstanding under the revolving line.

F-55

Borrowings under the revolving line are secured by a first priority security interest in substantially all of the Company’s assets, subject to certain specified exceptions. The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar loan agreements. In addition, the Loan Agreement contains financial covenants requiring (i) net assets of not less than $65 million, (ii) asset coverage equal to or greater than 150% and (iii) bank asset coverage equal to or greater than 300%, in each case tested as of the last day of each fiscal quarter of the Company. Borrowings are also subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended. In May 2022, the Loan Agreement was amended to require an asset coverage equal to or greater than 150% as of the last day of each fiscal quarter except for the fiscal quarters ending March 31, 2022 and June 30, 2022. In addition, the interest rate was amended to replace the LIBOR with SOFR.

Unsecured Notes

On January 11, 2018, the Company issued $43,000 in aggregate principal amount of 6.75% notes due 2025 (the "GECCM Notes"). On January 19, 2018 and February 9, 2018, the Company issued an additional $1,898 and $1,500 of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option.

On June 18, 2019, the Company issued $42,500 in aggregate principal amount of 6.50% notes due 2024 (the "GECCN Notes"), which included $2,500 of the GECCN Notes issued in connection with the partial exercise of the underwriters’ over-allotment option. On July 5, 2019, the Company issued an additional $2,500 of the GECCN Notes upon another partial exercise of the underwriters’ over-allotment option.

On June 23, 2021, the Company issued $50,000 in aggregate principal amount of 5.875% notes due 2026 (the "GECCO Notes"). On July 9, 2021, the Company issued an additional $7,500 of the GECCO Notes upon full exercise of the underwriters’ over-allotment option.

The Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness. The unsecured notes are effectively subordinated, or junior in right of payment, to indebtedness under our Loan Agreement and any other future secured indebtedness that the Company may incur and structurally subordinated to all future indebtedness and other obligations of our subsidiaries. The Company pays interest on the unsecured notes on March 31, June 30, September 30 and December 31 of each year. The GECCM Notes, GECCN Notes and GECCO Notes will mature on January 31, 2025, June 30, 2024 and June 30, 2026, respectively. The GECCM Notes and GECCN Notes are currently callable at the Company’s option and the GECCO Notes can be called on or after June 30, 2023. Holders of the unsecured notes do not have the option to have the unsecured notes repaid prior to the stated maturity date. The unsecured notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

As part of the offerings, the Company incurred fees and costs, which are treated as a reduction of the carrying amount of the debt on the Company's consolidated statements of assets and liabilities. These deferred financing costs presented as a reduction to the Notes payable balance are being amortized into interest expense over the term of the Notes.

The Company may repurchase the Notes in accordance with the Investment Company Act and the rules promulgated thereunder.

F-56

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table:


As of	Total Amount Outstanding(1)		Asset Coverage Ratio Per Unit(2)		Involuntary Liquidation Preference Per Unit(3)	Average Market Value Per Unit(4)
December 31, 2016
2020 Notes	$	33,646	$	6,168	N/A	$	1.02

December 31, 2017
GECCL Notes	$	32,631	$	5,010	N/A	$	1.02

December 31, 2018
GECCL Notes	$	32,631	$	2,393	N/A	$	1.01
GECCM Notes		46,398		2,393	N/A		0.98

December 31, 2019
GECCL Notes	$	32,631	$	1,701	N/A	$	1.01
GECCM Notes		46,398		1,701	N/A		1.01
GECCN Notes		45,000		1,701	N/A		1.00

December 31, 2020
GECCL Notes	$	30,293	$	1,671	N/A	$	0.89
GECCM Notes		45,610		1,671	N/A		0.84
GECCN Notes		42,823		1,671	N/A		0.84

December 31, 2021
GECCM Notes	$	45,610	$	1,511	N/A	$	1.00
GECCN Notes		42,823		1,511	N/A		1.00
GECCO Notes		57,500		1,511	N/A		1.02

September 30, 2022
GECCM Notes	$	45,610	$	1,655	N/A	$	1.00
GECCN Notes		42,823		1,655	N/A		1.00
GECCO Notes		57,500		1,655	N/A		1.00

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, 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.

(3)

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.

(4)

The average market value per unit for the Notes, as applicable, is based on the average daily prices of such Notes and is expressed per $1 of indebtedness.

The terms of the unsecured notes are governed by a base indenture, dated as of September 18, 2017, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (as supplemented with respect to each series of notes, the “Indenture”). The Indenture’s covenants, include restrictions on certain activities in the event the Company falls below the minimum asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act, as well as covenants requiring the Company to provide financial information to the holders of the Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the Indenture. The Investment Company Act limits, with certain exceptions, the Company’s borrowing such that its asset coverage ratio, as defined in the Investment Company Act, is at least 1.5 to 1 after such borrowing (the "Minimum ACR").

As of September 30, 2022, the Company’s asset coverage ratio was approximately 165.5%.

As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants under the Indenture.

F-57

For the three and nine months ended September 30, 2022 and 2021, the components of interest expense were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Borrowing interest expense	$	2,343		$	2,499		$	7,026		$	6,480
Amortization of acquisition premium		328			648			982			1,156
Total	$	2,671		$	3,147		$	8,008		$	7,636
Weighted average interest rate(1)		7.26	%		8.21	%		7.34	%		7.77	%
Average outstanding balance	$	145,933		$	152,145		$	145,933		$	131,453

(1)

Annualized.

The fair value of the Company’s Notes are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s Notes is determined by utilizing market quotations at the measurement date as they are Level 1 securities.


	September 30, 2022
Facility	Commitments		Borrowings Outstanding		Fair Value
Unsecured Debt - GECCM Notes	$	45,610	$	45,610	$	45,245
Unsecured Debt - GECCN Notes		42,823		42,823		42,138
Unsecured Debt - GECCO Notes		57,500		57,500		57,339
Total	$	145,933	$	145,933	$	144,722


	December 31, 2021
Facility	Commitments		Borrowings Outstanding		Fair Value
Unsecured Debt - GECCM Notes	$	45,610	$	45,610	$	45,701
Unsecured Debt - GECCN Notes		42,823		42,823		42,823
Unsecured Debt - GECCO Notes		57,500		57,500		58,742
Total	$	145,933	$	145,933	$	147,266

6. CAPITAL ACTIVITY

On June 13, 2022, the Company completed a non-transferable rights offering, which entitled holders of rights to purchase one new share of common stock for each right held at a subscription price of $12.50 per share. In total, the Company sold 3,000,567 shares of the Company's common stock for aggregate gross proceeds of approximately $37,507.

On February 28, 2022, the Company effected a 6-for-1 reverse stock split of the Company’s outstanding common stock. As a result of the reverse stock split, every six shares of the Company’s issued and outstanding common stock were converted into one share of issued and outstanding common stock. Any fractional shares as a result of the reverse stock split were redeemed for cash at the closing market price on the business day immediately prior to the effective date of the reverse stock split. Such fractional shares aggregated to the equivalent of four shares and were redeemed for $0.1 in aggregate.

On February 3, 2022, the Company issued 117,117 shares of common stock (as adjusted for the reverse stock split described above) for $2,600 based on the most recently published net asset value. This common stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

On September 20, 2021, the Company issued 138,888 shares of common stock (as adjusted for the reverse stock split described above) for $3,250 based on the most recently published net asset value and issued 427,351 shares of common stock (as adjusted for the reverse stock split described above) in exchange for a promissory note in aggregate principal amount of $10,000. The issuance of the shares was a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

On January 21, 2021, the Company distributed 79,797 shares of common stock (as adjusted for the reverse stock split described above) as part of the fourth quarter 2020 distribution.

F-58

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. As of September 30, 2022, the Company had approximately $21,592 in unfunded loan commitments, subject to the Company’s approval in certain instances, to provide debt financing to certain of its portfolio companies. To the degree applicable, unrealized gains or losses on these commitments as of September 30, 2022 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments. The Company believes that it had sufficient cash and other liquid assets on its balance sheet to satisfy the unfunded commitments. In addition, the Company has the ability to draw on its revolving line of credit to manage cash flows. The Company has considered the net increases in net assets and negative cash flows from operations and has concluded that it has the ability to meet its obligations in the ordinary course of business based upon an evaluation of its cash position and sources of liquidity.

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company rights under contracts with the Company portfolio companies.

The Company is named as a defendant in a lawsuit filed on March 5, 2016, and captioned Intrepid Investments, LLC v. London Bay Capital, which is pending in the Delaware Court of Chancery. The plaintiff immediately agreed to stay the action in light of an ongoing mediation among parties other than the Company. This lawsuit was brought by a member of Speedwell Holdings (formerly known as The Selling Source, LLC), one of the Company’s portfolio investments, against various members of and lenders to Speedwell Holdings. The plaintiff asserts claims of aiding and abetting, breaches of fiduciary duty, and tortious interference against the Company. In June 2018, Intrepid Investments, LLC (“Intrepid”) sent notice to the court and defendants effectively lifting the stay and triggering defendants’ obligation to respond to the Intrepid complaint. In September 2018, the Company joined the other defendants in a motion to dismiss on various grounds. In February 2019, Intrepid filed a second amended complaint to which defendants filed a renewed motion to dismiss in March 2019. The Company intends to defend the matter as necessary.

In July 2016, Full Circle Capital Corporation ("Full Circle") filed suit in the District Court of Caldwell County, Texas against, among others, Willis Pumphrey for breach of a guaranty agreement arising from a loan transaction with Full Circle. Dr. Pumphrey, a personal guarantor of the loan made by Full Circle, the Company’s predecessor in interest, brought counterclaims in (i) the District Court of Caldwell County, Texas and (ii) the District Court of Harris County, Texas against, among others, Justin Bonner, an employee of GECM, in each case, alleging breach of a confidentiality agreement and tortious interference with Dr. Pumphrey’s attempted sale of a business in which he owned an interest. In August 2017, Dr. Pumphrey voluntarily withdrew his complaint against Mr. Bonner and Full Circle in the District Court of Harris County, Texas. In November 2017, Dr. Pumphrey voluntarily withdrew his complaint without prejudice against Full Circle in the District Court of Caldwell County, Texas. On November 29, 2017, Dr. Pumphrey refiled his claims in the District Court of Harris County, Texas naming Full Circle, MAST Capital Management, LLC, GECC and GECM as defendants. Dr. Pumphrey is seeking between $2 million and $6 million in damages. GECC believes Dr. Pumphrey’s claims to be frivolous and intends to vigorously defend them. Furthermore, the Company continues to pursue the initial claims against Dr. Pumphrey in the District Court of Caldwell County, Texas. In September 2019, the Company received a judgment in the Company’s favor from the District Court of Caldwell County, Texas. On June 4, 2020, Dr. Pumphrey, filed a Chapter 11 Bankruptcy Petition in the United States Bankruptcy Court for the Southern District of Texas. The Company is conducting mediation with Dr. Pumphrey and the other significant creditors in connection with the Chapter 11 proceeding.

8. INDEMNIFICATION

Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business the Company expects to enter into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be known; however, the Company expects any risk of loss to be remote.

F-59

9. FINANCIAL HIGHLIGHTS

Below is the schedule of financial highlights of the Company:


	For the Nine Months Ended September 30,
	2022			2021
Per Share Data:(1)
Net asset value, beginning of period	$	16.63		$	20.74
Net investment income		1.42			1.32
Net realized gains (loss)		(22.17	)		(1.01	)
Net change in unrealized appreciation (depreciation)		19.32			2.71
Net increase (decrease) in net assets resulting from operations		(1.43	)		3.02
Issuance of common stock		(1.14	)		0.21
Distributions declared from net investment income(2)		(1.50	)		(1.80	)
Net decrease resulting from distributions to common stockholders		(1.50	)		(1.80	)
Net asset value, end of period	$	12.56		$	22.17
Per share market value, end of period	$	9.30		$	20.94

Shares outstanding, end of period		7,601,958			4,484,278
Total return based on net asset value(3)		(15.80	)%		18.57	%
Total return based on market value(3)		(43.11	)%		8.35	%

Ratio/Supplemental Data:
Net assets, end of period		95,516			99,425
Ratio of total expenses to average net assets before waiver (4),(5)		22.27	%		20.46	%
Ratio of total expenses to average net assets after waiver (4),(5),(6)		16.39	%		20.46	%
Ratio of incentive fees to average net assets(4)		—			1.01	%
Ratio of net investment income to average net assets(4),(5),(6)		11.30	%		8.19	%
Portfolio turnover		45	%		48	%

(1)

The per share data was derived by using the weighted average shares outstanding during the period, except where such calculations deviate from those specified under the instructions to Form N-2. Per share data and shares outstanding have been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retrospective basis, as described in Note 2.

(2)

The per share data for distributions declared reflects the actual amount of distributions of record per share for the period.

(3)

Total return based on net asset value is calculated as the change in net asset value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return based on market value is calculated as the change in market value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return does not include any estimate of a sales load or commission paid to acquire shares.

(4)

Average net assets used in ratio calculations is calculated using monthly ending net assets for the period presented. For the nine months ended September 30, 2022 and 2021 average net assets were $82,579 and $88,183, respectively.

(5)

Annualized for periods less than one year.

(6)

Ratio for the nine months ended September 30, 2022 reflects the impact of the incentive fee waiver described in Note 3.

10. AFFILIATED AND CONTROLLED INVESTMENTS

Affiliated investments are defined by the Investment Company Act, whereby the Company owns between 5% and 25% of the portfolio company's outstanding voting securities and the investments are not classified as controlled investments. The aggregate fair value of non-controlled, affiliated investments at September 30, 2022 represented 3% of the Company's net assets.

Controlled investments are defined by the Investment Company Act, whereby the Company owns more than 25% of the portfolio company's outstanding voting securities or maintains the ability to nominate greater than 50% of the board representation. The aggregate fair value of controlled investments at September 30, 2022 represented 47% of the Company's net assets.

F-60

Fair value as of September 30, 2022 along with transactions during the nine months ended September 30, 2022 in these affiliated investments and controlled investments was as follows:


	For the Nine Months Ended September 30, 2022
Issue(1)	Fair value at December 31, 2021		Gross Additions(2)		Gross Reductions(3)		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Fair value at September 30, 2022		Interest Income(4)		Fee Income		Dividend Income
Non-Controlled, Affiliated Investments
Avanti Communications Group PLC
1.125 Lien, Secured Loan	$	3,622	$	142	$	4,552	$	-		$	788		$	-	$	45	$	-	$	-
1.25 Lien, Secured Loan		649		41		1,339		-			649			-		13		-		-
1.5 Lien, Secured Loan		3,866		-		-		(10,754	)		6,888			-		-		-		-
2nd Lien, Secured Bond		-		-		-		(49,370	)		49,370			-		-		-		-
Common Equity (0% of class)		-		-		-		(50,660	)		50,660			-		-		-		-
		8,137		183		5,891		(110,784	)		108,355			-		58		-		-
PFS Holdings Corp.
1st Lien, Secured Loan		922		-		8		-			7			921		68		-		-
Common Equity (5% of class)		1,802		-		-		-			(37	)		1,765		-		-		-
		2,724		-		8		-			(30	)		2,686		68		-		-
Totals	$	10,861	$	183	$	5,899	$	(110,784	)	$	108,325		$	2,686	$	126	$	-	$	-

Controlled Investments
Lenders' Funding, LLC
Subordinated Note		10,000		-		-		-			-			10,000		694		-		-
Revolver		1,933		2,751		4,139		-			-			545		102		-		-
Equity (63% of class)		7,309		-		-		-			(1,007	)		6,302		-		-		459
		19,242		2,751		4,139		-			(1,007	)		16,847		796		-		459
Prestige Capital Finance, LLC
Note		6,000		-		5,000		-			-			1,000		211		-		-
Equity (80% of class)		11,843		321		-		-			(161	)		12,003		-		-		1,640
		17,843		321		5,000		-			(161	)		13,003		211		-		1,640
Sterling Commercial Credit, LLC
Subordinated Note		-		7,500		-		-			-			7,500		408		-		-
Equity (80% of class)		-		7,843		-		-			(418	)		7,425		-		-		-
		-		15,343		-		-			(418	)		14,925		408		-		-
Totals	$	37,085	$	18,415	$	9,139	$	-		$	(1,586	)	$	44,775	$	1,415	$	-	$	2,099

(1)

Non-unitized equity investments are disclosed with percentage ownership in lieu of quantity.

(2)

Gross additions include increases resulting from new or additional portfolio investments, capitalized PIK income, accretion of discounts and the exchange of one or more existing securities for one or more new securities.

(3)

Gross reductions include decreases resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities.

(4)

Income amounts include accrued PIK income.

F-61