Great Elm Capital Corp. (GECC) Q4 FY2025 Earnings Call Transcript & Summary

Greetings, and welcome to the Great Elm Capital Corporation Fourth Quarter and Full Year 2025 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Adam Yates, Managing Director. Please go ahead.

Hello, and thank you, everyone, for joining us for Great Elm Capital Corp Fourth Quarter and Full Year 2025 Earnings Conference Call. If you would like to be added to our distribution list, you can e-mail [email protected] or you can 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 to update its 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's website. Hosting the call today is Jason Reese, Great Elm Capital Corp.'s newly appointed Executive Chairman of the Board. He will be joined by Matt Kaplan, Chief Executive Officer; Chris Croteau, Head of Research; Chief Financial Officer, Keri Davis; Chief Compliance Officer and General Counsel, Adam Kleinman; and Mike Keller, President of Great Elm Specialty Finance. I will now turn the call over to GECC's Executive Chairman, Jason Reese.

Thanks, Adam, and thank you for joining us today. I am excited to assume the role of Executive Chairman at this important time for the company. This change reflects the Board's decision to enhance direct engagement with management and increase active oversight on our operations as we navigate a more demanding credit environment. I would like to begin by thanking Matt Drapkin for his service and leadership during his tenure on the Board. His commitment to GECC helped guide the company for a meaningful chapter and we are grateful for his many contributions. It is important to note Matt will continue in his role as Vice Chairman of GEG working closely with me to create value for both GEG and GECC shareholders. As the Chairman and CEO of Great Elm Group, the parent company to GECC's investment manager, I'm well acquainted with both the management team and our investment process. That familiarity supports a seamless transition in this role. My focus is clear. Strengthen oversight, protect shareholder value and reinforce accountability across the platform. We recognize that recent quarters were challenging for GECC as they have been across much of the sector. We experienced losses that reduced NAV. And when performance falls short of expectations, it is our responsibility to respond decisively and transparently. That is precisely what we have done. First, Great Elm capital management waived all accrued and unpaid incentive fees through March 31, 2026. As of year-end, that represented a direct benefit to shareholders of approximately $2.3 million or $0.16 per share. This action is immediately accretive to NAV and reinforces our commitment to economic alignment. Second, we strengthened our investment platform with the addition of Chris Croteau as Head of Credit Research. Chris brings over 25 years of credit experience and deep underwriting discipline to the team. Since joining, he's worked alongside Matt and the team to enhance portfolio surveillance, fortify risk management and source compelling new investments. We're excited to have Chris speak with you today. Third, we have been deliberate in repositioning the portfolio. We ended the year with minimal investments on nonaccrual, significantly expanded portfolio diversification, meaningfully reduce exposure to higher-risk investments, and materially enhance our liquidity profile. We believe the portfolio today is more resilient and better aligned with current market conditions. Matt and Chris will provide additional details shortly. Finally, through my appointment as Executive Chairman, I will be actively engaged. With decades of credit investing experience, I look forward to working closely with management to reinforce disciplined underwriting, thoughtful capital allocation, and proactive portfolio management and sourcing. During late 2025 and into first quarter of 2026, we have selectively closed what we believe are compelling cash-generative investments to support sustainable NII growth. We are operating from a position of balance sheet strength. We maintain substantial liquidity, including meaningful cash on hand availability under our revolving credit facility and a healthy base of liquid assets. We have no near-term balance sheet constraints and full flexibility to act. That flexibility matters. Periods of uncertainty often create the most attractive risk-adjusted opportunities for disciplined investors. With our strength in underwriting framework, reduced exposure to higher volatility sectors and ample liquidity, we are well positioned to selectively deploy capital as markets reprice risk. We intend to be patient but decisive. When compelling cash-generative opportunities emerge through our proprietary sourcing network, we have the capital, the experience and the governance structure to move quickly. We are committed to rigorous credit standards, transparency, accountability and long-term shareholder value creation. We believe these principles position GECC to deliver durable performance for our shareholders. I'll now turn it over to Matt to discuss operating results and portfolio positioning in greater detail.

Thanks, Jason, and thank you all for joining us today. Our fourth quarter reflected a challenging credit and broader market environment, but also meaningful progress and improved the earnings profile of the company. Total investment income increased sequentially and net investment income grew more than 50% quarter-over-quarter to $0.31 per share. That growth was primarily driven by higher cash income including stronger distributions from our CLO joint venture. Net asset value per share declined from $10.01 on September 30, 2025, to $8.07 on December 31, 2025. To note, reflecting the incentive fee waiver that Jason highlighted, pro forma NAV was incrementally higher at $8.23 per share at the end of the fourth quarter. Drivers of the quarter-over-quarter decrease in NAV include approximately $0.40 per share of unrealized losses resulting from volatility in CoreWeave stock price and approximately $0.30 per share from lower quarter-over-quarter fair values on our CLO investments due to spread tightening of the CLO's assets, coupled with credit market dispersion. In addition, both realized and unrealized losses associated with investments that have undergone restructurings and liability management exercises or LMEs accounted for approximately $0.80 per share of the decline. Our first brand investments further impacted NAV by $0.09 per share and we took actions in the quarter to materially reduce exposure to first brands, which was de minimis as of year-end. In the fourth quarter, we sold our entire allocation of the senior secured DIP loan at an average price of 107% of par after funding the loan at approximately 5% at par. In addition, we fully exited our roll-up DIP loans at an average price of 45% of par. The derisking of our first brand dispositions were collectively at much higher levels than where they trade today. As a result of our decisive actions taken in the quarter, which Chris will expand on, the portfolio is now cleaner and more streamlined, comprised primarily of performing more liquid cash-generative investments and we ended the quarter with nonaccruals at less than 1% of our portfolio fair value. Turning to our CLO investments. 2025 was a challenging year for CLO equity investors. Cash flows to the equity tranches of CLOs began to come under pressure as we moved through 2025 as spreads on broadly syndicated loans held by CLOs tightened meaningfully. In addition, lower base interest rates contributed to reduced income. Credit market headwinds also intensified in the back half of the year with dispersion increasing across the leverage loan market. Certain sectors and several notable idiosyncratic credits experienced significant price declines with weakness accelerating in the fourth quarter. Despite contributing to the NAV decline in the fourth quarter, our CLO investments generated a positive return throughout 2025 and outperformed the broader CLO equity market. For example, Inclusive of our income from the CLO JV in the quarter, the gross return of the JV was roughly flat, while we saw CLO equity-focused closed-end funds report net asset plus cash distribution turns down negative 6% to negative 13% in the fourth quarter. While our CLO investments may see volatility to their marks, given their leverage and the current backdrop of the history, it is important to remember these vehicles have long-duration liabilities and are constructed to be resilient through periods of market volatility. Further, these investments continue to produce meaningful cash flows which diversify our income streams and support our ability to consistently deliver sustainable net investment income to our shareholders. As Jason also noted, our portfolio today is positioned more defensively than in prior periods. We have historically maintained an underweight exposure to software-based businesses that may be more susceptible to artificial intelligence and disintermediation, a stark contrast to many of our peers. Over the last several months, we have taken proactive steps to further reduce that exposure and rotate capital into investments of stronger downside protection. As of the end of February, investments in our corporate credit portfolio that we believe fall in the category of software businesses comprised less than 4% of our portfolio. From a capital deployment perspective, we are investing at a measured approach in a credit market where spreads in investment grade and high yield ended 2025 in the 14th and fourth percentile, respectively. We saw some compression in private credit spreads over the course of the year as well. We are prudently deploying capital, prioritizing senior secured positions with durable cash flows while continuing to monetize select positions. More broadly, in the fourth quarter of 2025, we improved credit quality in the portfolio, strengthened our balance sheet and exited the year with ample liquidity. We have also enhanced our capital structure by opportunistically repurchasing approximately $18.7 million of our GECCO notes in the fourth quarter and through the end of last week at or below par plus accrued interest. As of the end of last week, we had $39 million of notes outstanding against $16 million of cash, $50 million of revolver capacity and $14 million of liquid exchange tradable assets, providing more than sufficient liquidity to address the upcoming maturity of the balance of these notes in the coming months. To that end, we called approximately half of our remaining GECCO bonds on Friday, which brings our pro forma debt-to-equity ratio to approximately 1.5x, consistent with our historical average leverage level. Finally, as previously mentioned, we also strengthened our investment team with the addition of Chris Croteau as Head of Research. Chris is a seasoned investor with experience across syndicated credit and direct lending. He has played a key role in our portfolio underwriting through capital deployment, and we are very pleased to have him on board. With that, I'll turn it over to Chris to introduce himself and provide additional insight into the portfolio.

Thanks, Matt. Just a bit of background on me. I've spent over 25 years in leveraged credit, including serving as Head of Credit for North America for a large public asset manager and acting as agent on private credit transaction. That experience shapes the underwriting rigor and discipline we are executing at GECC. Our investment framework is built on three core pillars. Downside protection, portfolio granularity and durable underwriting edge. First, we anchor every underwriting decision to downside outcome in credit investing, protecting NAV, and avoiding permanent capital impairment are paramount. Second, portfolio granularity serves as a key risk management tool. We utilize broadly syndicated credit intention to enhance liquidity and diversification while deliberately maintaining smaller physician side. This allows us to be nimble and reduce exposure when our thesis plays out or when compensation for risk no longer justifies the capital at work. Liquidity and granularity work hand in hand. Third, investments are underwritten collaboratively with management and sector analysts prior to investment committee review. We are concentrating capital in areas where our underwriting advantage is durable, supported by deep sector expertise and aligned strategic partners. We apply this underwriting intensity to our entire corporate credit portfolio. During the quarter, we sold or reduced 18 credit positions. We began the quarter with 61 corporate credit. So that means nearly 30% of the portfolio by number was actively repositioned. Those actions included reductions in second lien exposure, which now represents approximately 7% of the corporate portfolio, reflecting stronger structural positioning and improved portfolio granularity. At the same time, we added 12 new broadly syndicated credit positions with an average size of approximately $2 million, reinforcing smaller and more diversified exposures in liquid market. In private credit in the fourth quarter, we closed one transaction with a mid-teens yield profile and warrant participation. Our private credit pipeline remains active with aligned strategic partners were incentives, information flow and governance oversight are strongest. While we continue to expand that funnel we remain highly selective in light of current spread levels. We continue to engage in active dialogue with our CLO investment partners to identify emerging credit trends early and to enhance idea generation across the platform. Our objective is consistent, attractive risk-adjusted returns driven by disciplined capital allocation, senior positioning in the capital structure and steadfast protection of NAV. We believe robust underwriting intensity, greater portfolio granularity, aligned partnerships and active monitoring positions the portfolio for more durable performance across market cycles. Now I'll turn the call over to Michael Keller to discuss Specialty Finance.

Thanks, Chris. Great Elm's Specialty Finance delivered a solid fourth quarter, distributing approximately $287,000 to GECC. We continue to execute on GESF's strategic transformation, successfully repositioning the platform for future growth and enhanced profitability. A great owned commercial finance, which now offers traditional asset-based lending solutions across a broad range of industries, we continue working with lenders to scale the platform. Asset-based lending when underwritten conservatively and structured properly can provide attractive risk-adjusted turns with meaningful downside protections. As we scale the platform, operating leverage has begun to take hold, driving meaningful improvement over the past several quarters. In addition, our pipeline of potential transactions remains robust. As part of the strategic initiatives implemented in 2025, Great Elm Healthcare Finance is now better positioned for sustained profitability and generated solid distributable income in the fourth quarter. The GEHF platform is supported by a strong pipeline of actionable opportunities, which we expect to drive continued profitability into 2026. Meanwhile, Prestige, our invoice financing business continues to perform exceptionally well. As a reminder, Prestige provides spot invoice financing solutions and it consistently demonstrated the ability to generate attractive returns on equity over the course of the year. In summary, as we move through 2026, we believe we have built a significantly enhanced specialty finance platform aligned with our long-term growth objectives. We are seeing the benefits of our strategic repositioning take hold across all platforms and remain confident in our ability to generate improved returns for shareholders going forward. Now I'd like to turn the call over to Keri Davis to go over our financial performance.

Thanks, Mike. I'll go over our financial highlights now, but we invite all of you to review our press release, accompanying presentation and SEC filings for greater detail. During the fourth quarter, GECC generated NII of $4.4 million or $0.31 per share compared to $2.4 million or $0.20 per share in the third quarter of 2025. The increase in NII was driven primarily by higher CLO JV income and increased earnings from deployed capital. Our net assets as of December 31, 2025, were $112.9 million or $8.07 per share as compared to $140.1 million or $10.01 per share as of September 30, 2025. Details for the quarter-over-quarter change in NAV can be found on Slide 12 of the investor presentation. Net assets pro forma for the incentive fee waiver previously noted were $8.23 per share as of December 31, 2025. Our balance sheet remains strong and liquid. GECC's asset coverage ratio was 158.1% on December 31, 2025, as compared to 168.2% at September 30, 2025. Pro forma for the incentive fee waiver and the call baby bonds, our asset coverage ratio was 166% as of December 31, 2025. As of December 31, 2025, total debt outstanding at par value was $194.4 million and we had no borrowings on our $50 million revolver, providing meaningful liquidity and flexibility. Cash and money market fund investments totaled approximately $5 million. Our Board of Directors approved a quarterly dividend of $0.30 per share for the first quarter of 2025 equating to a 19.2% annualized yield on GECC's February 27, 2026 closing price of $6.26. I'll now hand the call back to Matt.

Thanks, Keri. We continued to strengthen the portfolio during the quarter by rotating capital into senior secured investments and exiting credits with weaker downside protection. Our CLO joint venture is a meaningful contributor to earnings and provides added portfolio diversification. The portfolio today is well positioned to generate sustainable income in the year to come. Our proprietary sourcing platform continues to be a key differentiator which highlights our ability to generate attractive returns through unique opportunities. Nonaccruals remained below 1% in the portfolio, reflecting the progress we've made improving overall credit quality. While the broad market remains uncertain, we remain disciplined in deploying capital and focus on protecting NAV while growing earnings. We believe our strong liquidity position, improving income profile, diversified portfolio and disciplined investment approach position GECC well as we move through 2026. I'll now hand it over to the operator for questions.

[Operator Instructions] Our first question is from Erik Zwick with Lucid Capital Markets.

I wanted to start with a question just in terms of the portfolio repositioning that Chris was describing the actions that you have contemplated? Are they complete at this time? Are there potentially more actions to reposition and maybe derisk the portfolio? Is there a particular more that you could undertake here in this quarter or in future quarters?

Good morning, Erik, and thanks for the question here. I would say we took a lot of actions in the quarter, as Chris highlighted, to exit out of names that we have perceived more downside risk and rotating higher-quality credits on a liquid basis. And further, I highlighted over the last few months, we have look to risk on the portfolio of our software side of the business, I'd say at the end of the year when we looked at the software-ish component is about 70% of the portfolio, and we're right now around 4%. So less than 4%, I would say. So I think right now, we have a very clean portfolio on the corporate credit side of things, and we've taken a lot of actions to clean it up.

And then just the comments around volatility in the market, potentially creating opportunity. You certainly have ample liquidity today. Wondering if you could just frame for me, how you view your pipeline today and where you're seeing the best risk-adjusted opportunities for new investments?

So on the pipeline, we continue to evaluate private credit opportunities, and we're very selective and evaluate the deals where we have strong covenants alongside strategic partners where incentives are aligned. And then secondly, as I touched on for a minute in the software space, we are underweight software in the space relative to other BDCs and the U.S. loan market in general, I think BDC's exposure is well over 20% according to Morgan Stanley research and the U.S. loan market is up 16%. We are evaluating lots of opportunities in the average loan market, especially with the current volatility in the geopolitical events here. And we continue to be very focused and rigorously looking at downside protection across all industries in which we invest. Not looking to catch any falling knives here and opportunities as they come. But it is obviously a dynamic market environment right now, and we have ample liquidity to manage both our maturities and take advantage of any opportunities in names where we have, as Chris mentioned, durable edge in relationships with sponsors, management teams, et cetera

And then is private credit where you're seeing greater opportunities there relative to additional CLO investments or BSL investments?

We've evaluated many private credit opportunities over the course of the year. And I would say that we are very selective in executing on them, focused on the covenants on both maintenance covenants from a financial perspective, as well as making sure the incentives are aligned. So it changes over time for us as we look at the marketplace and it shifts. And right now, there's a shift. So I think we are very real time day by day looking at where the public markets are, as well as the private markets. We have a very robust liquidity position in both cash -- full access to our revolver and kind of exchange-traded assets.

And then just thinking about the stock repurchase authorization, you have outstanding, just how do you weigh the relative opportunities between new investments for the portfolio versus buying back stock at this juncture?

Something that we constantly evaluate, and there's lots of factors that go into that based on the portfolio opportunities in the market and discussions with the Board. So lots of factors go into making that decision, but we actively monitor the stock -- our stock price as well as the opportunity set in the marketplace.

Matt, it's Jason, maybe I can jump in. And Erik, I mean, as the Board, we are looking at creating the best ways to create shareholder value. So right, we can constantly look at the stock price versus NAV and decide where we're better off. Obviously, buying back stock is riskless as opposed to putting cash into a credit where there's a level of risk. So we'll be looking at that daily and to have the opportunity to create value.

And just last one for me. I know in 2025, the contribution from the CLO investments was a little bit lumpy as that got ramped up. Are we at the point now where the contribution would be a little bit more even quarter-to-quarter? Or is there still some variability expected as those cash flow payments come in?

I would say there is still some variability as cash flow payments do come in, but it's -- I would expect it to be less lumpy than it was over the course of 2024 and 2025.

Our next question is from Alan Denzer, Private Investor.

I just heard my question answered pretty much regarding stock buyback program that you announced. And I would just urge you to take a look at the economics of that being that you might find being more aggressive on this program behooves you. So I urge you to -- given the fact that you expect things to stabilize in the marketplace NAV-wise, to really go forward with a clear eye about the value that is inherent in buying back your stock

I can promise you that the Board is taking this very seriously and looking at this every day.

There are no further questions at this time. I would like to hand the floor back over to Jason Reese, Executive Chairman, for closing remarks.

Thank you again for joining us today. We're closing the period with a strong governance framework, enhanced oversight and a portfolio that is meaningfully more resilient. Our priorities are clear, protect capital to generate sustainable NII and methodically rebuild NAV over time through disciplined credit execution. The actions we've taken, waiving incentive fees, strengthening our credit leadership, enhancing Board engagement, improving portfolio quality and maintaining liquidity reflect a clear commitment to accountability and long-term value creation. We believe GECC is operating from a position of balance sheet strength with the flexibility and underwriting discipline required to navigate uncertainty and capitalize on attractive opportunities as they emerge. We appreciate your continued support and look forward to updating you on our progress next quarter. Thank you.

This concludes today's conference. We thank you for your participation. You may disconnect your lines at this time.