Great Elm Capital Corp (GECC) 2026 Q3 法說會逐字稿

Greetings. Welcome to the Great Elm Capital Corp Third Quarter 2026 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation.

(Operator Instructions)

Please note this conference is being recorded. I will now turn the conference over to Adam Yates, Managing Director at Great Elm Capital Corp.

Thank you, Adam. You may begin.

Hello, and thank you for joining us for Great Elm Capital Corp's third quarter 2026 earnings conference call. If you would like to be added to our distribution list, you can e-mail investorrelations@greatelmcap.com or sign up for alerts directly on our website, www.greatelmcc.com.

The slide presentation accompanying today's conference call and webcast can be found on our website under Events and Presentations. On our website, you can also find our earnings release and SEC filings. I would like to call your attention to the customary safe harbor statement regarding forward-looking information. Also, please note that nothing in today's call constitutes an offer to sell or a solicitation of offers to purchase our securities.

Today's conference call includes forward-looking statements, and we ask that you refer to Great Elm Capital Corp's filings with the SEC for important factors that could cause actual results to differ materially from these statements. Great Elm Capital Corp does not undertake the updated forward-looking statements unless required by law. To obtain copies of our SEC filings, please visit Great Elm Capital Corp's website under Financials, SEC Filings, or visit the SEC website.

Hosting the call today is Jason Reese, Great Elm Capital Corp's Chairman of the Board and CEO. He'll be joined by Christopher L. Croteau, Chief Investment Officer, Chief Financial Officer Keri A. Davis, Chief Compliance Officer and General Counsel Adam M. Kleinman, and Michael Keller, President of Great Elm Specialty Finance. I will now turn the call over to GECC's Chairman and CEO, Jason Reese.

Thank you, Adam, and thank you, everyone, for joining us today. As we discussed last quarter, our priorities at GECC are protecting and growing NAV, generating sustainable net investment income, and maintaining a disciplined approach to capital allocation and portfolio management. While third quarter results fell short of our expectations, particularly with respect to NAV performance, we continue to make progress on several key initiatives. We strengthened the quality of our credit portfolio, expanded our pipeline of differentiated private investment opportunities and further optimized our balance sheet. We believe these efforts position GECC to deliver more consistent earnings and improve long-term shareholder returns.

During the quarter, net investment income was $0.17 per share compared to $0.32 per share in the prior quarter. This decline primarily reflects a $2 million dividend from an insurance-related investment in the second quarter that did not recur in the third quarter. The reinstatement of incentive fee accruals following the conclusion of prior fee waivers also contributed to the decline in NII. While third quarter NII did not fully cover our quarterly distribution, our board declared a fourth quarter dividend of $0.25 per share. We remain focused on generating durable investment income and building a consistent earnings profile through disciplined capital deployment and the continued expansion of our private investment pipeline and specialty finance platform.

We believe these initiatives, together with our strong liquidity position, provide a foundation for improving earnings performance over time. NAV declined by approximately 7% during the quarter to $7.40 per share, primarily reflecting realized and unrealized investment losses, including a $3.3 million reduction in the fair value of our CLO-JD investment. We are disappointed with this performance and recognize that stabilizing NAV and rebuilding shareholder value must remain central priorities. We continue to work closely with our CLO partners to evaluate performance, address areas of weakness and identify opportunities to maximize the value of these investments.

While our CLO investments have experienced meaningful valuation pressure, they provide exposure to a substantial portfolio of diversified senior secured loans. Our CLO JD currently holds a majority ownership position in three CLOs with exposure to approximately $1.1 billion of first lien loans and has generated approximately $25 million of cumulative distributions since inception. These CLO investments remain a core part of our strategy.

Importantly, the underlying credit quality of our portfolio remains strong. With credit spreads tight and valuations elevated across much of the broadly syndicated market, we continue to prioritize disciplined underwriting and measured capital deployment rather than pursuing incremental yield at the expense of credit quality. At the same time, our deep institutional relationships and sourcing capabilities are providing access to differentiated investment opportunities across private credit and select equity investments. We believe these opportunities offer the potential to generate attractive current income while also contributing to NAV appreciation overtime time.

During the quarter, we deployed approximately $20 million across 10 distinct investments, including three private transactions totaling nearly $9 million. We also significantly expanded our private investment pipeline, which we expect to become an increasingly important component of the GECC portfolio. A core re-related equity investment illustrates the value of our unique sourcing capabilities. During the quarter, we received approximately $800,000 in distributions from this investment, bringing cumulative distributions to approximately $10.3 million compared to our original $6 million investment. Although this investment remains subject to market volatility, we believe it offers meaningful potential for additional upside.

Turning to Great Elm Specialty Finance, we continue to see positive momentum across the platform. Great Elm Commercial Finance and Great Elm Healthcare Finance are focused on expanding their lending pipelines, while Prestige provides differentiated exposure to the spot factoring market. Cash distributions received from Great Elm Specialty Finance increased by more than tenfold compared to the prior quarter, reflecting improved cash generation across the platform. We view specialty finance as an integral part of our strategy to expand directly originated investments, diversified our source of income, and build a more consistent and durable earnings space over time.

We also made meaningful progress strengthening our balance sheet and reducing our cost of capital. Year-to-date, we have reduced total debt outstanding by nearly $40 million, including the redemption of $6.5 million of our 8.5% GE CCI notes during the third quarter. These actions reduce our interest expense and leave us with no scheduled debt maturities until 2029. On September 30, we had approximately $50 million of liquidity, consisting of $6 million in cash and money market investments and $44 million of available capacity under our revolving credit facility. We also maintained a significant portfolio of liquid investments, providing additional flexibility.

The combination of lower leverage, ample liquidity and a manageable debt maturity profile allow us to deploy capital selectively while preserving our ability to act on attractive investment opportunities. We also continue to repurchase GECC shares at a substantial discount to NAV under our $10 million stock repurchase program. Year-to-date through October 30, we repurchased approximately 350,000 shares at an average purchase price of approximately $4.96 per share, representing a discount of approximately 33% to our September 30 NAV of $7.40 per share.

We believe repurchasing shares at these levels represents an attractive use of capital. These repurchases are accretive to NAV per share and directly increase shareholder value. We will continue to evaluate repurchases alongside new investment opportunities as part of our disciplined approach to capital allocation. Looking ahead, we are optimistic about the opportunities across broadly syndicated credit, private investments and specialty finance. We believe our deep institutional relationships, growing pipeline of differentiated investments and strong liquidity position provided a solid foundation for generating sustainable income and supporting NAV stability.

I'll now turn the call over to Keri Davis to review your financial results in greater detail.

Thanks, Jason. I'll go over our financial highlights now, but we invite all of you to review our earnings release, accompanying presentation, and SEC filings for additional detail. Total investment income for the third quarter was $8.7 million compared to $10.9 million in the second quarter. Prior quarter income included a $2 million dividend received from our investment in insurance-related preference shares, which did not recur in the current quarter. Net investment income for the third quarter was $2.4 million or $0.17 per share, compared to $4.5 million or $0.32 per share in the second quarter. The sequential decline in NII reflects lower total investment income and the reinstatement of incentive fee accruals, which were waived in the prior quarter.

Net assets were $102.7 million or $7.40 per share as of September 30, compared to $110.4 million or $7.95 per share as of June 30. The decrease in NAV was primarily driven by $6.6 million of net realized and unrealized investment losses during the quarter, including a $3.3 million reduction in the fair value of our CLO formation JV investment. Additional details are provided in the NAV bridge on slide 11 of our investor presentation.

Our balance sheet remains strong and liquid. Our asset coverage was 166.3% as of September 30, compared to 166.4% at the end of the prior quarter, while our debt-to-equity ratio remained stable at 1.51 times. Total debt outstanding at quarter end was approximately $154.9 million, down from $166.4 million at June 30 and $194.4 million at year-end 2025.

We held approximately $6 million of cash to money market investments, along with $44 million of availability under our revolving credit facility, providing significant flexibility to pursue attractive investment opportunities. Finally, our Board of Directors declared a quarterly distribution of $0.25 per share payable on December 31, 2026, to stockholders of record as of December 15. This distribution represents an annual yield of approximately 13.5% based on our September 30 NAP of $7.40 per share.

I'll now hand it over to the operator for questions.

Thank you. We will now be conducting a question-and-answer session. (Operator Instructions)

Mickey Schleien, Clear Street. Please proceed with your question.

Yes, good morning, everyone.

Excuse me. I'd like to start off by asking about NII, excluding the insurance-related dividend in the previous quarter and the incentive fee waivers in the previous quarter. It looks like third quarter NII appears more representative of your portfolio's earnings power.

How should we think about a sustainable quarterly NII run rate, particularly relative to the $0.25 per share dividend?

Mickey, it's Jason. Thank you for your question.

You're right, $0.17 is more sustainable, but probably a lower end than the $0.32. That insurance investment pays once a year dividend. So that's going to be variable. We also think we're probably at the low point. I think we've been very conservative. I think you see the liquidity we have. I think it would be fair to say our liquidity is even greater.

We've been seeing this market disruption coming, and so we've been pretty passive about putting our excess capital to work. So, our goal would be that that $0.17 would be a low point. And hopefully, we will build it back depending on, obviously, market conditions there. And the $0.25, we think, is a sustainable dividend going forward is the expectation.

But obviously, part of the NAV decrease also is the fact that we earned $0.08 below that dividend.

I understand.

Does that address your question?

Yes. In terms of the CLO JV, you noted the markdown in fair value during the quarter. Can you help us understand the principal drivers of that market of that markdown? I'm well aware that the spreads in the BSL market are very tight, but is there anything else going on that drove down that fair value?

If you look at our CLO JVs. One of the underlying CLOs had some significant triple C exposure, which that has been marked down. And the real driver of those values is the discount rate that the third-party valuation experts use. And based on where the market is, they've been using significantly.

Different discount rates so that's part of what's driving there you know we are working with our partners there to make sure we express this and address it going forward we like the exposure we like it going forward the significant cash flows to come part of it is you know how you in a market like today's how do you value you know a CLO this kind of cash flow analysis.

Understand.

Beyond your non-accrual investments, are you seeing deterioration among other borrowers that are still performing? And when you look at the forward interest rate curve, which anticipates several more rate hikes, at the tail end of your borrowers, how concerned are you about their ability to service their debt if the forward curve were to be correct?

We are very comfortable with our existing borrowers and that forward curve. We're obviously very aware of that. We have anything, any companies that we've been worried about that issue and assuming two or three or four more hikes, I don't know if any of us can really predict what will happen. But in that case, we've trimmed or sold those positions to get out of where we thought those issues would be there. We're well positioned with cash to take advantage of things, assuming spreads widen out again or there's more disruption in the market, there's opportunities to buy things cheaper.

Actually, my next question was about spreads.

I noticed a nice increase in your debt portfolio yield. So what kind of yields and spreads are you seeing on new originations relative to the existing portfolio?

I think we're in a really weird spot. It's an interesting day to have an earnings call with the election and everything else going on.

We're seeing better opportunities to put money to work in higher quality people. We think there's less capital chasing deals now than there was four or five or six months ago. So we think we're seeing better opportunities. We're pretty excited about the fact that we took the summer, the second and third quarters to trim positions to have cash available to take those opportunities. And also, if you look at our portfolio, all of our debt other than our revolvers is fixed rate. So and most the majority of our investments are floating.

So assuming no credit issues, our earnings spread should widen as rates go up. We should be earning higher on our assets and our liabilities stay fixed. So that's a positive move for us as long as we don't have credit issues.

I understand. But in terms of taking advantage of these opportunities, your balance sheet leverage is 1.5. If we look at that equity, which, if I'm not mistaken, that's your target.

Yes, it is.

So how would you take advantage of, are you talking about portfolio rotation to take advantage of these better terms or, overall, how are you looking at? (inaudible).

I'm sorry.

We have cash coming in, cash runs off the CLO JV every quarter, right? So that shrinks, more cash comes in there. We're getting cash distributions out of special, so we're generating cash and there will be some portfolio rotation. We definitely have we've had a portfolio of lower yielding, higher quality assets that we've held that we would look to rotate out of those assets into things that will perform and have significantly better returns over time. It doesn't make a lot of sense for us to hold cash when we have leverage that we're paying 8-plus percent debt on.

So, we're looking when we have. We keep a portfolio that we feel are similar to cash surrogates, things that we don't think there's a lot of risk in them going down, but their returns aren't great, but they're a lot better than money market funds where we can rotate out of those things into better performing assets when we're comfortable with them.

I understand my last question. I appreciate your patience.

When we're looking at allocation of capital. Between new investments and repurchasing shares, given the confidence you have in the portfolio, it would seem like it's almost a no-brainer that buying back your stock is going to generate the best return on investment that you can probably find. And I do see that you continue to repurchase shares in the fourth quarter.

Is it reasonable to assume that you're going to continue to do that with these sorts of discounts to NAV?

That would be a reasonable assumption if our discounts stay at these levels. We're going to do what's in the best interest of shareholders. I think we've proven that. We've proven that by waiving three quarters of investment incentive fees that we didn't need to waive. We're going to allocate capital where's the best place. So, we bought back $6.5 million of our highest cost debt.

At that time, we thought that was the best allocation, our stock was not trading at the same NAV discount that it is now, that was debt that on a GAAP basis cost us like 9.8% even though the coupon is 8.5% because of the cost of issuance and so on that goes through, so we thought that was a great. A guaranteed nine and an eighth return with a risk is better than a lot of things in the market at that point in time and right now it is 66 plus percent or trading at 66% of our NAV, buying back some stock is the best thing for the shareholders.

Yeah, I would definitely agree with that. I think the shareholders would be disappointed if you didn't buy back stock at these prices. And in terms of sustainability of the dividend, there's a lot of moving pieces on your balance sheet, but it's hard for me to triangulate you covering the dividend next year at $0.25 per share. That's my own opinion.

So can you remind us, where do you stand on an undistributed on a spillover taxable income basis to help support that dividend?

I don't think we've disclosed a specific number, but we have a significant spillover, and that's part of the reason that we would pay $0.25 in the fourth quarter without knowing whether we will cover it or not. So, yes, we have spillover, so we definitely need between now and next September to meet some of those spillover needs.

Understand. Those are all my questions this morning. I thank you for your time.

My pleasure, and if you have follow-ups, happy to get the team on a phone call with you.

Okay, appreciate it.

(Operator Instructions)

Erik Zwick, Lucid Capital Markets. Please proceed with your question.

Thanks. Good morning. I think I've got a few left. A lot of mine were kicked off in that last exchange. But let me first start with Jason. I know you sounded fairly optimistic about the momentum in the pipeline for new loans, particularly with regard to the private loans. Can you update us just on where the pipeline stands today in dollar terms versus maybe 90 days ago and what that mix looks like between private loans.

Maybe syndicated loans, CLO opportunities?

I think our pipeline is probably as great as it has been for private loans right now, and it's a lot of our focus. We are seeing better risk-adjusted returns in private credit as opposed to the broadly syndicated credit. There is still more dollars, I think, chasing broadly syndicated than there is private credit and so we're seeing more and more opportunities, much more than many days ago. So that's a lot of our focus. If you look at our kind of our credit portfolio away from CLOs and away from specialty finance, which is about 68% or 70% of our portfolio, that's constantly we're constantly evaluating broadly syndicated versus private. And that's I think we have a slide that shifts over time.

Right now, we're definitely much more focused on private credit opportunities because we think that's where the opportunity is. I don't think we're currently looking at any CLO opportunities just because that market is very tight. New CLOs that are getting done, the returns on equity are not compelling to us. So that's not our priority at this moment. I can't tell you that won't shift 90 or 180 days from now, but that's where we are today. I hope that answers the question.

Yeah, that's definitely helpful.

Thank you. And just maybe want to, as I look at the press release, there's a quote in there about navigating a challenging credit environment. So just, how do you balance that versus this building private loan? Pipeline, have you kind of changed or adjusted or tighten the way that your underwriting credits, the industries you look at, documentation, things of that nature, how do you make sure with this growing pipeline that the opportunities that you're selecting, will meet those kind of risk adjusted return hurdles that you're targeting?

It's absolutely all those things that you just talked about, right? We're getting better spreads. Being way high in the cap structure is credit getting better documentation than things were before. I mean, it's just with everything that's happened in private credit, there are less dollars competing right now. So we're seeing the shift. I don't think all the bar force are there yet, but the lenders are and the borrowers are coming towards the lender side.

That's why I think we see things progressing positively for lenders more in private credit right now than we do in the broadly syndicated space. We're seeing more opportunities to participate with some of our bigger brethren on deals where they're less eager to hold 100% of deals on their own balance sheets and want people to participate with.

And then last one for me, you noted the increased distribution from upgrade on specialty finance in the most recent quarter. Is that contribution expected to be consistent or continue to grow going forward or some variability expected over the next quarter or two?

There's always going to be some variability, but if you look specifically at our business, that business constantly has a level of, I'll call it seasonality, but it's not really seasonality, but variability. Most of the receivables they buy go away in 60 to 90 days. So, they're constantly refilling their portfolio and their balance sheet shrunk significantly from the beginning of the year to the end of the second quarter but now has grown back.

Their balance sheet roughly halved and now has doubled again to back to the size. And that's a fixed cost business with a lot -- as you add dollars to your portfolio, the margins increase dramatically. So that's part of the swing that you saw there. We were hopeful if that continues to grow, but there's always been variability in their portfolio.

I appreciate the color there. That's all from me.

Thank you so much.

Great.

Thank you. I'm happy to set up a call if you'd like to follow-up.

We have reached the end of the question-and-answer session. I would like to turn the floor back over to Jason Reese for closing comments.

Thank you again for joining us today. While we recognize that our financial performance has fallen short of expectations, we remain confident in the underlying quality of our credit portfolio and the strategic direction of GECC. We are focused on improving NAV stability, generating more consistent earnings and strengthening long-term shareholder returns. Our growing pipeline of differentiated private investments, expanding specialty finance platform and improved balance sheet provide a solid foundation for making progress toward these objectives.

We will continue to prioritize disciplined underwriting and proactive portfolio management as we work to deliver more consistent performance for our shareholders. We appreciate your continued support, and we look forward to updating you on our progress.

Thank you.

This concludes today's teleconference. You may disconnect your lines at this time.

Thank you for your participation.