Great Elm Capital Corp. (NASDAQ:GECC) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.
On July 31, 2017, the registrant, Great Elm Capital Corp. (the “Company,” “we,” “us” or “our”) filed a registration statement on Form N-2 (File No. 333-219574) that included under Summary-Recent Developments certain preliminary financial estimates for the quarter ended June 30, 2017.
Preliminary Estimates of Results for the Three Months June 30, 2017
Set forth below is a preliminary estimate of our net asset value per share as of June 30, 2017 and a preliminary estimate of our net investment income per share for the three months ended June 30, 2017. The following estimates are not a comprehensive statement of our financial condition or results for the three months ended June 30, 2017. Actual results for the three months ended June 30, 2017 may differ materially from these estimates, which are given only as of July 31, 2017, as a result of the completion of our financial closing procedures, final adjustments, review by our audit committee, and other developments, including changes in the businesses in which we have made investments, which may arise between now and the time that our financial results as of and for the three months ended June 30, 2017 are finalized. This information is inherently uncertain.
▪As of July 31, 2017, we currently expect that net investment income per share was between $0.28 and $0.32 for the three months ended June 30, 2017.
▪As of July 31, 2017, we estimate that our net asset value per share as of June 30, 2017 was between $13.25 and $13.35.
The per share information presented above is based on approximately 11.6 million shares that were outstanding as of June 30, 2017 and approximately 12.0 million weighted average shares outstanding for the three months ended June 30, 2017. The estimates presented above are based on management's preliminary determinations only and, consequently, the data set forth in our Form 10-Q for the three months ended June 30, 2017 may differ from these estimates, and any such differences may be material. For example, estimated net asset value per share is based on the value of our total assets, including our investments (some of which are not publicly traded or whose market prices are not readily available, the fair value of which is determined by our board of directors in good faith). The fair value of such investments have not yet been determined by our board of directors or reviewed by its audit committee and the actual fair value of such investments, when determined by our board of directors, may be materially different than the estimates reported herein. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations as of and for the three months ended June 30, 2017 that may be important to you. As a result, you are cautioned not to place undue reliance on the information presented above and should view this information in the context of our full second quarter results when such results are disclosed in our Form 10-Q for the period ended June 30, 2017. The information presented above is based on current management expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law.
The information disclosed under this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: conditions in the credit markets, the price of the registrant’s common stock, performance of the registrant’s portfolio and investment manager. Information concerning these and other factors can be found in the registrant’s Form 10-K and other reports filed with the SEC. The registrant assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.