10-Q 1 geg-20240930.htm 10-Q 10-Q
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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, 2024

 

or

 

 

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

 

For the transition period from to

Commission File Number: 001-39832

 

 

Great Elm Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

85-3622015

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL

33410

(Address of principal executive offices)

(Zip Code)

(617) 375-3006

(Registrant’s telephone number, including area code)

 

 

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 $0.001 per share

GEG

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

7.25% Notes due 2027

GEGGL

The Nasdaq Stock Market LLC

(Nasdaq Global Select 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 November 4, 2024, there were 29,743,735 shares of the registrant’s common stock outstanding.

 


 

 

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

 

Financial Statements

3

 

 

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and June 30, 2024

3

 

 

Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2024 and 2023

4

 

 

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2024 and 2023

5

 

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2024 and 2023

6

 

 

Unaudited Notes to Condensed Consolidated Financial Statements

8

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

 

Controls and Procedures

23

 

 

 

 

PART II. OTHER INFORMATION

24

 

 

 

 

Item 1.

 

Legal Proceedings

24

Item 1A.

 

Risk Factors

24

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 5.

 

Other Information

24

Item 6.

 

Exhibits

25

 

 

 

 

SIGNATURES

26

 

Unless the context otherwise requires, “we,” “us,” “our,” “GEG,” the “Company” and terms of similar import refer to Great Elm Group, Inc. and/or its subsidiaries. Our corporate website address is www.greatelmgroup.com. The information contained in, or accessible through, our corporate website does not constitute part of this report.

1


 

Cautionary Statement Regarding Forward-Looking Information

This report and certain information incorporated herein by reference contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct, and we may not achieve the financial results or benefits anticipated. These forward-looking statements are not guarantees of actual results. Our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation:

the ability of Great Elm Capital Management, LLC (GECM) to profitably manage Great Elm Capital Corp. (NASDAQ: GECC), a business development company, and the ability of Monomoy CRE, LLC (MCRE) to manage Monomoy UpREIT, LLC (Monomoy UpREIT), the operating subsidiary of a private real estate investment trust with a portfolio of diversified net leased industrial assets;
the dividend rate that GECC and Monomoy UpREIT will pay;
the results of our investment management activities;
our ability to sell the real estate properties we develop at a profit;
our ability to raise capital to fund our business plan;
our ability to make acquisitions and manage any businesses we may acquire;
conditions in the equity capital markets and debt capital markets as well as the economy generally, including market uncertainty regarding changes to interest rates and inflationary pressures;
our ability to maintain the security of electronic and other confidential information;
serious disruptions and catastrophic events, including, for example, the potential impact of public health emergencies on the global economy;
competition, mostly from larger, well-financed organizations (both domestic and foreign), including operating companies, global asset managers, investment banks, commercial banks, and private equity funds;
outcomes of litigation and proceedings and the availability of insurance, indemnification and other third-party coverage of any losses suffered in connection therewith;
maintaining our contractual arrangements and relationships with third parties;
our ability to attract, assimilate, develop and retain key personnel;
compliance with laws, regulations and orders;
changes in laws and regulations governing our operations; and
other factors described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 under “Risk Factors” or as set forth from time to time in our Securities and Exchange Commission (SEC) filings.

These forward-looking statements speak only as of the time of filing of this report and we do not undertake to update or revise them as more information becomes available. You are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

2


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Great Elm Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

Dollar amounts in thousands (except per share data)

ASSETS

 

September 30, 2024

 

 

June 30, 2024

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

44,150

 

 

$

48,147

 

Restricted cash

 

 

40

 

 

 

1,571

 

Receivables from managed funds

 

 

3,854

 

 

 

2,259

 

Investments in marketable securities

 

 

7,460

 

 

 

9,929

 

Investments, at fair value

 

 

47,557

 

 

 

44,585

 

Prepaid and other current assets

 

 

1,439

 

 

 

1,215

 

Real estate under development

 

 

5,786

 

 

 

5,769

 

Assets of Consolidated Funds:

 

 

 

 

 

 

Cash and cash equivalents

 

 

2,229

 

 

 

2,371

 

Investments, at fair value

 

 

11,909

 

 

 

11,471

 

Other assets

 

 

246

 

 

 

253

 

Total current assets

 

 

124,670

 

 

 

127,570

 

Identifiable intangible assets, net

 

 

10,773

 

 

 

11,037

 

Right-of-use assets

 

 

141

 

 

 

225

 

Other assets

 

 

1,682

 

 

 

1,614

 

Total assets

 

$

137,266

 

 

$

140,446

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

243

 

 

$

317

 

Payable for securities purchased

 

 

24

 

 

 

-

 

Accrued expenses and other current liabilities

 

 

3,117

 

 

 

7,009

 

Current portion of related party payables

 

 

224

 

 

 

634

 

Current portion of lease liabilities

 

 

64

 

 

 

137

 

Liabilities of Consolidated Funds:

 

 

 

 

 

 

Payable for securities purchased

 

 

-

 

 

 

100

 

Accrued expenses and other liabilities

 

 

172

 

 

 

162

 

Total current liabilities

 

 

3,844

 

 

 

8,359

 

Lease liabilities, net of current portion

 

 

35

 

 

 

57

 

Long-term debt (face value $26,945)

 

 

26,160

 

 

 

26,090

 

Related party payables, net of current portion

 

 

-

 

 

 

-

 

Convertible notes (face value $35,494 and $35,494, including $16,174 and $16,174 held by related parties, respectively)

 

 

34,925

 

 

 

34,900

 

Other liabilities

 

 

718

 

 

 

845

 

Total liabilities

 

 

65,682

 

 

 

70,251

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding

 

 

-

 

 

 

-

 

Common stock, $0.001 par value; 350,000,000 shares authorized and 32,134,843 shares issued and 28,743,290 outstanding at September 30, 2024; and 31,875,285 shares issued and 30,494,448 outstanding at June 30, 2024

 

 

28

 

 

 

30

 

Additional paid-in-capital

 

 

3,314,191

 

 

 

3,315,638

 

Accumulated deficit

 

 

(3,250,315

)

 

 

(3,252,954

)

Total Great Elm Group, Inc. stockholders' equity

 

 

63,904

 

 

 

62,714

 

Non-controlling interests

 

 

7,680

 

 

 

7,481

 

Total stockholders' equity

 

 

71,584

 

 

 

70,195

 

Total liabilities and stockholders' equity

 

$

137,266

 

 

$

140,446

 

 

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

3


 

Great Elm Group, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Amounts in thousands (except per share data)

 

 

For the three months ended September 30,

 

 

 

2024

 

 

2023

 

Revenues

 

$

3,992

 

 

$

3,310

 

Cost of revenues

 

 

635

 

 

 

-

 

Operating costs and expenses:

 

 

 

 

 

 

Investment management expenses

 

 

3,058

 

 

 

2,762

 

Depreciation and amortization

 

 

273

 

 

 

283

 

Selling, general and administrative

 

 

2,006

 

 

 

1,715

 

Expenses of Consolidated Funds

 

 

16

 

 

 

-

 

Total operating costs and expenses

 

 

5,353

 

 

 

4,760

 

Operating loss

 

 

(1,996

)

 

 

(1,450

)

Dividends and interest income

 

 

1,558

 

 

 

1,986

 

Net realized and unrealized gain

 

 

3,778

 

 

 

3,284

 

Net realized and unrealized gain on investments of Consolidated Funds

 

 

278

 

 

 

-

 

Interest and other income of Consolidated Funds

 

 

384

 

 

 

-

 

Interest expense

 

 

(1,028

)

 

 

(1,062

)

Income before income taxes from continuing operations

 

 

2,974

 

 

 

2,758

 

Income tax benefit (expense)

 

 

-

 

 

 

-

 

Net income from continuing operations

 

 

2,974

 

 

 

2,758

 

Discontinued operations:

 

 

 

 

 

 

Net income from discontinued operations

 

 

-

 

 

 

16

 

Net income

 

$

2,974

 

 

$

2,774

 

Less: net income attributable to non-controlling interest, continuing operations

 

 

335

 

 

 

-

 

Net income attributable to Great Elm Group, Inc.

 

$

2,639

 

 

$

2,774

 

Net income attributable to shareholders per share

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.09

 

Diluted

 

 

0.08

 

 

 

0.08

 

Weighted average shares outstanding

 

 

 

 

 

 

Basic

 

 

29,079

 

 

 

29,579

 

Diluted

 

 

40,469

 

 

 

41,860

 

 

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

4


 

Great Elm Group, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

Amounts in thousands

 

 

Common Stock

 

 

Additional
Paid-in

 

 

Accumulated

 

 

 

Total Great Elm Group, Inc. Stockholders'

 

 

Non-
controlling

 

 

Total Stockholders'

 

 

 

Shares

 

Amount

 

Capital

 

 

Deficit

 

 

 

Equity

 

 

Interest

 

 

Equity

 

BALANCE, June 30, 2024

 

 

30,494

 

 

$

30

 

 

$

3,315,638

 

 

$

(3,252,954

)

 

 

$

62,714

 

 

$

7,481

 

 

$

70,195

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,639

 

 

 

 

2,639

 

 

 

335

 

 

 

2,974

 

Issuance of common stock related to vesting of restricted stock

 

 

528

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Distributions from Consolidated Funds

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

(136

)

 

 

(136

)

Stock repurchases

 

 

(2,279

)

 

 

(2

)

 

 

(2,107

)

 

 

-

 

 

 

 

(2,109

)

 

 

-

 

 

 

(2,109

)

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

660

 

 

 

-

 

 

 

 

660

 

 

 

-

 

 

 

660

 

BALANCE, September 30, 2024

 

 

28,743

 

 

$

28

 

 

$

3,314,191

 

 

$

(3,250,315

)

 

 

$

63,904

 

 

$

7,680

 

 

$

71,584

 

 

 

 

 

Common Stock

 

 

Additional
Paid-in

 

 

Accumulated

 

 

 

Total Great Elm Group, Inc. Stockholders'

 

 

Non-
controlling

 

 

Total Stockholders'

 

 

 

Shares

 

Amount

 

Capital

 

 

Deficit

 

 

 

Equity

 

 

Interest

 

 

Equity

 

BALANCE, June 30, 2023

 

 

29,547

 

 

$

30

 

 

$

3,315,378

 

 

$

(3,251,566

)

 

 

$

63,842

 

 

$

-

 

 

$

63,842

 

Net income (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,774

 

 

 

 

2,774

 

 

 

-

 

 

 

2,774

 

Issuance of common stock related to vesting of restricted stock

 

 

322

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

705

 

 

 

-

 

 

 

 

705

 

 

 

-

 

 

 

705

 

BALANCE, September 30, 2023

 

 

29,869

 

 

$

30

 

 

$

3,316,083

 

 

$

(3,248,792

)

 

 

$

67,321

 

 

$

-

 

 

$

67,321

 

 

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

5


 

Great Elm Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Dollar amounts in thousands

 

 

 

For the three months ended September 30,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income from continuing operations

 

$

2,974

 

 

$

2,758

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

Loss on sale of real estate

 

 

12

 

 

 

-

 

Depreciation and amortization

 

 

273

 

 

 

283

 

Stock-based compensation

 

 

660

 

 

 

705

 

Unrealized gain on investments

 

 

(4,370

)

 

 

(3,372

)

Realized loss on investments

 

 

592

 

 

 

88

 

Non-cash interest and amortization of capitalized issuance costs

 

 

539

 

 

 

573

 

Change in fair value of contingent consideration

 

 

(6

)

 

 

18

 

Other non-cash (income) expense, net

 

 

730

 

 

 

(207

)

Adjustments to reconcile net income to net cash used in operating activities of Consolidated Funds:

 

 

 

 

 

 

Purchase of investments by Consolidated Funds

 

 

(1,496

)

 

 

-

 

Proceeds from principal payments of Consolidated Funds

 

 

1,257

 

 

 

-

 

Amortization of premium and accretion of discount, net

 

 

(21

)

 

 

-

 

Net realized and unrealized gains on investments

 

 

(278

)

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Receivables from managed funds

 

 

(1,595

)

 

 

(765

)

Prepaid and other assets

 

 

(153

)

 

 

(2,218

)

Real estate under development

 

 

(15

)

 

 

(1,408

)

Lease Liabilities

 

 

(11

)

 

 

(8

)

Related party payables

 

 

(404

)

 

 

(1,125

)

Accounts payable, accrued expenses and other liabilities

 

 

(4,621

)

 

 

(1,448

)

Changes in operating assets and liabilities of Consolidated Funds:

 

 

 

 

 

 

Cash and cash equivalents

 

 

142

 

 

 

-

 

Other assets

 

 

7

 

 

 

-

 

Accrued expenses and other liabilities

 

 

(3

)

 

 

-

 

Net cash provided by (used in) operating activities - continuing operations

 

 

(5,787

)

 

 

(6,126

)

Net cash provided by (used in) operating activities - discontinued operations

 

 

-

 

 

 

-

 

Net cash provided by (used in) operating activities

 

 

(5,787

)

 

 

(6,126

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of investments in held-to-maturity securities

 

 

(7,378

)

 

 

(9,801

)

Proceeds from settlement of held-to-maturity investments

 

 

10,000

 

 

 

-

 

Purchases of investments in trading securities

 

 

-

 

 

 

(4,476

)

Proceeds from settlement of trading securities

 

 

4

 

 

 

-

 

Redemption of investments

 

 

13

 

 

 

-

 

Sales of investments

 

 

-

 

 

 

1,793

 

Other

 

 

(148

)

 

 

(118

)

Net cash provided by (used in) investing activities - continuing operations

 

 

2,491

 

 

 

(12,602

)

Net cash provided by (used in) investing activities - discontinued operations

 

 

-

 

 

 

(360

)

Net cash provided by (used in) investing activities

 

 

2,491

 

 

 

(12,962

)

 

 

6


 

Great Elm Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)

Dollar amounts in thousands

 

 

 

For the three months ended September 30,

 

 

 

2024

 

 

2023

 

Cash flows from financing activities:

 

 

 

 

 

 

Distributions of non-controlling interests in Consolidated Funds

 

 

(123

)

 

 

-

 

Stock repurchases

 

 

(2,109

)

 

 

-

 

Net cash provided by (used in) financing activities - continuing operations

 

 

(2,232

)

 

 

-

 

Net cash provided by (used in) financing activities - discontinued operations

 

 

-

 

 

 

-

 

Net cash provided by (used in) financing activities

 

 

(2,232

)

 

 

-

 

Net increase (decrease) in cash and cash equivalents, including cash and cash equivalents classified within current assets held for sale

 

 

(5,528

)

 

 

(19,088

)

Less: net increase in cash and cash equivalents classified within current assets held for sale

 

 

-

 

 

 

-

 

Plus: cash received from discontinued operations

 

 

-

 

 

 

-

 

Net change in cash, cash equivalents and restricted cash

 

 

(5,528

)

 

 

(19,088

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

49,718

 

 

 

60,165

 

Cash, cash equivalents and restricted cash at end of period

 

$

44,190

 

 

$

41,077

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

488

 

 

$

488

 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total cash and cash equivalents and restricted cash on the Consolidated Statements of Cash Flows:

 

 

 

September 30, 2024

 

 

June 30, 2024

 

Cash and cash equivalents

 

$

44,150

 

 

$

48,147

 

Restricted cash

 

 

40

 

 

 

1,571

 

Cash, cash equivalents and restricted cash

 

$

44,190

 

 

$

49,718

 

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

7


 

Great Elm Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

1. Organization

Great Elm Group, Inc. (referred to as the Company or GEG) is an alternative asset management company incorporated in Delaware. The Company focuses on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Great Elm Capital Management, LLC (GECM), Great Elm Opportunities GP, Inc. (GEO GP), Great Elm Capital GP, LLC (GEC GP), Great Elm Investments, LLC (GEI), Great Elm FM Acquisition, Inc. (FM Acquisition), Great Elm DME Holdings, Inc. (DME Holdings), Monomoy CRE, LLC (MCRE), Monomoy BTS Construction Management, LLC (MCM) and Monomoy BTS Corporation (MBTS). In addition, we have determined that the Company was the primary beneficiary of certain variable interest entities, and therefore the operations of those entities have been included in our consolidated results for the relevant periods.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes that are normally included in the Company’s Form 10-K and should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024. These financial statements reflect all adjustments (consisting of normal and 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 historical results of our Durable Medical Equipment (DME) business and related activity have been presented in the accompanying consolidated statements of operations and cash flows for the three months ended September 30, 2023 as discontinued operations. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only.

Certain prior period amounts have been reclassified to conform to current period presentation.

Use of Estimates

The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. On an on-going basis, the Company evaluates all of these estimates and assumptions. The most important of these estimates and assumptions relate to revenue recognition, valuation allowance for deferred tax assets, estimates associated with accounting for asset acquisitions, and fair value measurements, including stock-based compensation. Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates.

Principles of Consolidation

The Company consolidates the assets, liabilities, and operating results of its wholly-owned subsidiaries, majority-owned subsidiaries, and subsidiaries in which we hold a controlling financial interest as of the financial statement date. In most cases, a controlling financial interest reflects ownership of a majority of the voting interests. We consolidate a variable interest entity (VIE) when we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.

All intercompany accounts and transactions have been eliminated in consolidation.

8


 

Non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the parent company’s equity or outside of permanent equity for non-controlling interests that are contingently redeemable. Results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. Cash equivalents consist primarily of exchange-traded money market funds and U.S. treasury bills. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured.

Investments in Marketable Securities

Investments in marketable securities consist of debt securities, such as the U.S. treasury bills with original maturity exceeding 90 days. The Company classifies investments in debt securities as either trading, held-to-maturity, or available-for-sale. Securities are classified as trading if they are purchased and held principally for the purpose of selling in the near term and as held-to-maturity when the Company has both the positive intent and ability to hold the security to maturity. Investments in debt securities not classified as either trading or held-to-maturity are classified as available-for-sale securities. Trading securities are measured at fair value with unrealized gains and losses reported within net realized and unrealized gain (loss) on investments. Held-to-maturity securities are measured at amortized cost with realized gains and losses reported within net realized and unrealized gain (loss) on investments. Available-for-sale securities are measured at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss).

As of September 30, 2024, all investments in marketable securities were classified as held-to-maturity and had original maturities (at the time of purchase) exceeding 90 days. As of September 30, 2024, the amortized cost basis for these securities approximated their fair value.

Investments, at Fair Value

Investments, at fair value, consist of equity and equity-related securities carried at fair value, as well as investments in private funds measured using the net asset value (NAV) as reported by each fund’s investment manager. The private funds calculate NAV in a manner consistent with the measurement principles of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946, Financial Services – Investment Companies, as of the valuation date. Changes in the fair value and NAV are recorded within net realized and unrealized gain (loss) on investments. Dividends received are recorded within dividends and interest income on the consolidated statements of operations.

Real Estate under Development

Real estate under development is classified as follows: (i) real estate under development (current), which includes real estate projects that are in the process of being developed and expected to be completed and disposed of within one year of the balance sheet date; (ii) real estate under development (non-current), which includes real estate projects that are in the process of being developed and expected to be completed and disposed of more than one year from the balance sheet date; and (iii) real estate held for sale, which includes land and completed improvements thereon that meet all of the “held for sale” criteria.

Real estate under development is carried at cost less impairment, if applicable. We capitalize costs that are directly identifiable with the specific real estate projects, including pre-acquisition and pre-construction costs, development and construction costs, taxes, and insurance. We do not capitalize any general and administrative or overhead costs, regardless of whether the costs are internal or paid to third parties. Capitalization begins when the activities related to development have begun and ceases when activities are substantially complete and the asset is available for occupancy.

Real estate held for sale is recorded at the lower of cost or fair value less cost to sell. If an asset’s fair value less cost to sell, based on discounted future cash flows, management estimates or market comparisons, is less than its carrying amount, an allowance is recorded against the asset.

9


 

Impairment of Long-Lived Assets

Long-lived assets include real estate under development, property and equipment, definite-lived intangible assets, and lease right-of-use assets. The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable based on undiscounted cash flows. Impairment losses are recorded when undiscounted cash flows estimated to be generated by an asset are less than the asset’s carrying amount. The amount of the impairment loss, if any, is calculated as the excess of the asset’s carrying amount over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons.

Leases

We determine if an arrangement contains a lease at the inception of a contract considering all relevant facts and circumstances, which normally does not require significant judgment. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the lease based on the present value of the remaining future minimum lease payments. As the interest rate implicit in our leases is generally not readily determinable, we utilize the incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and are reduced by lease incentives.

The Company’s office leases typically require reimbursements to the lessor for real estate taxes, common area maintenance and other operating costs, which are expensed as incurred as variable lease costs. The Company accounts for lease and nonlease components as a single lease component.

In March 2024, the Company signed a new office lease which is expected to commence in December 2024. As none of the criteria for recognition have been met as of September 30, 2024, there is no corresponding lease liability or right-of-use asset associated with this lease included in the condensed consolidated balance sheets.

Earnings per Share

The following table presents the calculation of basic and diluted net income (loss) per share:

 

 

For the three months ended September 30,

 

(in thousands except per share amounts)

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net income from continuing operations

 

$

2,974

 

 

$

2,758

 

Less: net income attributable to non-controlling interest, continuing operations

 

 

335

 

 

 

-

 

Numerator for basic EPS - Net income from continuing operations attributable to Great Elm Group, Inc.

 

$

2,639

 

 

$

2,758

 

 

 

 

 

 

 

 

Net income from discontinued operations

 

 

-

 

 

 

16

 

Numerator for basic EPS - Net income (loss) from discontinued operations, attributable to Great Elm Group, Inc.

 

$

-

 

 

$

16

 

Effect of dilutive securities:

 

 

 

 

 

 

Interest expense associated with Convertible Notes, continuing operations

 

$

470

 

 

$

503

 

Numerator for diluted EPS - Net income from continuing operations attributable to Great Elm Group, Inc., after the effect of dilutive securities

 

$

3,109

 

 

$

3,261

 

Numerator for diluted EPS - Net income (loss) from discontinued operations, attributable to Great Elm Group, Inc.

 

$

-

 

 

$

16

 

Denominator:

 

 

 

 

 

 

Denominator for basic EPS - Weighted average shares of common stock outstanding

 

 

29,079

 

 

 

29,579

 

Effect of dilutive securities:

 

 

 

 

 

 

Restricted stock

 

 

1,168

 

 

 

1,363

 

Convertible Notes

 

 

10,222

 

 

 

10,918

 

Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities

 

 

40,469

 

 

 

41,860

 

Net income attributable to shareholders per share(1)

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.09

 

Diluted

 

 

0.08

 

 

 

0.08

 

 

10


 

(1) Per share amounts from discontinued operations round to less than $0.01.

As of September 30, 2024, the Company had 3,104,424 potential shares of common stock issuable upon the exercise of stock options that are not included in the diluted net income (loss) per share calculation because to do so would be anti-dilutive for the three months ended September 30, 2024. As of September 30, 2023, the Company had 3,264,424 potential shares of common stock issuable upon the exercise of stock options that are not included in the diluted net income (loss) per share calculation for the three months ended September 30, 2023 because to do so would be anti-dilutive.

As of September 30, 2024 and 2023, the Company had an aggregate of 1,167,705 and 1,362,723 issued shares, respectively, that are not considered outstanding for accounting purposes since they are unvested and subject to forfeiture by the employees at a nominal price if service milestones are not met.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2025, and early adoption and retrospective application are permitted. The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements.

3. Revenue

The Company's revenues are summarized in the following table:

 

 

For the three months ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

Real estate property sales

 

$

616

 

 

$

-

 

Management fees

 

 

1,720

 

 

 

1,424

 

Incentive fees

 

 

880

 

 

 

1,264

 

Property management fees

 

 

306

 

 

 

282

 

Project management fees

 

 

75

 

 

 

-

 

Administration and service fees

 

 

395

 

 

 

340

 

Total revenues

 

$

3,992

 

 

$

3,310

 

The Company recognizes revenue at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customers under agreements with each investment product, which may be terminated at any time by either party subject to the specific terms of each respective agreement.

Real estate property sales

Real estate property sales will occur periodically when development projects are completed. Sales revenue and cost of sales revenue is generally recognized as control of the asset is transferred to the buyer and performance obligations are satisfied. Please see Note 6 - Real Estate Under Development for additional information regarding real estate under development.

Management Fees

The Company earns management fees based on the investment management agreements between MCRE and Monomoy UpREIT, as well as between GECM and GECC, and other private funds (collectively, the Funds). The performance obligation is satisfied and management fee revenue is recognized over time as the services are rendered, since the Funds simultaneously receive and consume the benefits provided as GECM and MCRE perform services. Management fee rates range from 1.0% to 1.5% of the management fee assets specified within each agreement and are calculated and billed in arrears of the period, either monthly or quarterly.

11


 

Incentive Fees

The Company earns incentive fees based on the investment management agreements GECM has with GECC, Monomoy Properties II, LLC (MP II), a feeder fund of Monomoy Properties REIT, LLC and other private funds managed by GECM. Where an investment management agreement includes both management fees and incentive fees, the performance obligation is considered to be a single obligation for both fees. Incentive fees are variable consideration associated with the investment management agreements and therefore the recognition of such fees is deferred until the end of each fund's measurement period when the performance based incentive fee becomes fixed and determinable. Incentive fees are earned based on investment performance during the period, subject to the achievement of minimum return levels or high-water marks, in accordance with the terms of the respective investment management agreements. Incentive fees are typically 20% of the performance-based metric specified within each agreement. Incentive fees are recognized when it is determined that they are no longer probable of significant reversal. During the three months ended September 30, 2024, the Company recorded revenue in respect to the incentive fees due from GECC of $0.9 million.

Property Management Fees

Under the Monomoy UpREIT investment management agreement, MCRE is entitled to 4.0% of rent collected. These fees are collected monthly in arrears. Property management fee revenue is recognized over time as the services are provided.

Administration and Service fees

The Company earns administration fees based on the administration agreement GECM has with GECC whereby GECC reimburses GECM for costs incurred in performing certain administrative functions. This revenue is recognized over time as the services are performed. Administration fees are billed quarterly in arrears, which is consistent with the timing of the delivery of services and reflect agreed upon rates for the services provided. The services are accounted for as a single performance obligation for each investment vehicle that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis.

The Company also earns services fees based on a shared services agreement with Imperial Capital Asset Management, LLC (ICAM). This revenue is recognized over time as the services are performed. Service fees are billed quarterly in arrears, which is consistent with the timing of the delivery of services and reflects agreed-upon rates for the services provided. The services are accounted for as a single performance obligation that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis.

Project Management Fees

MCM, a wholly owned subsidiary of MCRE, has entered into an owner’s representative agreement with respect to certain third party construction projects and earns project management fees for its services.

4. Related Party Transactions

Related party transactions are measured in part by the amount of consideration paid or received as established and agreed by the parties. Consideration paid for such services in each case is the negotiated value.

The following tables summarize activity and outstanding balances between the managed investment products and the Company:

 

 

For the three months ended September 30,

 

 (in thousands)

 

2024

 

 

2023

 

Net realized and unrealized gain on investments

 

$

3,768

 

 

$

3,362

 

Net realized and unrealized gain on investments of Consolidated Funds

 

 

278

 

 

 

-

 

Dividend income

 

 

969

 

 

 

836

 

 

 (in thousands)

 

September 30, 2024

 

 

June 30, 2024

 

Dividends receivable

 

$

301

 

 

$

301

 

Investment management revenues receivable

 

 

2,890

 

 

 

1,684

 

Receivable for reimbursable expenses paid

 

 

663

 

 

 

274

 

Receivables from managed funds

 

$

3,854

 

 

$

2,259

 

 

12


 

Investment Management

GECM has agreements to manage the investment portfolios for GECC and other investment products, as well as to provide administrative services. Through June 30, 2024, GECM also had agreements with Monomoy UpREIT. The agreements with Monomoy UpREIT were transferred to MCRE on June 30, 2024. Under these agreements, GECM receives management fees based on the managed assets (other than cash and cash equivalents) and rent collected, incentive fees based on the performance of those assets, and administration and service fees. See Note 3 - Revenue for additional discussions of the fee arrangements.

Consolidated Funds

Through its wholly-owned subsidiaries GECM, MCRE and GEO GP, the Company serves as the investment manager, general partner, or managing member of certain private funds, in which it may also have a direct investment. For funds which are determined to be VIEs and where it is determined that the Company is the primary beneficiary, the criteria for consolidation are met. The Company monitors such funds and related criteria for consolidation on an ongoing basis. Funds that have historically been consolidated will be deconsolidated at such time as the Company is no longer deemed to be the primary beneficiary and will then be treated as equity method investments.

The Company retains the specialized investment company accounting guidance under US GAAP with respect to the consolidated funds (collectively, the Consolidated Funds). As such, investments of the Consolidated Funds are included in the consolidated balance sheets at fair value and the net realized and unrealized gain or loss on those investments was included as a component of other income on the consolidated statements of operations. Non-controlling interests of the Consolidated Funds are included in net income (loss) attributable to non-controlling interest, continuing operations. The Company's risk with respect to the Consolidated Funds is limited to its beneficial interests in these funds. The assets of Consolidated Funds are not available to creditors of the Company. The creditors of Consolidated Funds do not have recourse to the Company other than to the assets of the respective Consolidated Funds.

The Company holds investments in certain funds that are VIEs but the Company is not deemed to be the primary beneficiary. Such investments are treated as equity method investments and the Company has elected the fair value option using NAV as a practical expedient with all changes in fair value reported in net realized and unrealized gain (loss) on investments on the consolidated statements of operations. The Company's maximum exposure to loss related to the VIEs that the Company is not deemed to be the primary beneficiary is limited to the fair value of its investments in these entities.

See Note 2 - Summary of Significant Accounting Policies for additional details.

Investments

As of September 30, 2024, the Company owns 1,440,722 shares of GECC (approximately 13.8% of the outstanding shares). Certain officers and directors of GECC are also officers and directors of GEG. Matthew A. Drapkin is a director of our Board of Directors and also the Chairman of GECC's Board of Directors, Adam M. Kleinman is our President, as well as the Chief Compliance Officer of GECC, Matt Kaplan is the President of GECM, as well as the President and Chief Executive Officer of GECC, and Keri A. Davis is our Chief Financial Officer, as well as the Chief Financial Officer of GECC.

The Company receives dividends from its investments in GECC and Monomoy UpREIT and earns unrealized gains and losses based on the mark-to-market performance of those investments. See Note 5 - Fair Value Measurements.

In February 2024, the Company invested in $6.0 million for a 25% interest in Great Elm Strategic Partnership I, LLC (GESP). The Company's investment in GESP is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets. GESP owns 1,850,424 shares of GECC.

In June 2024, the Company invested in $3.0 million for a 25% interest in Prosper Peak Holdings, LLC (PPH). The Company's investment in PPH is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets. PPH owns 997,506 shares of GECC.

13


 

Other Transactions

GECM has shared personnel and reimbursement agreements for back-office personnel with ICAM. Jason W. Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, is the Chief Executive Officer of ICAM, and Matt Kaplan, the President of GECM, is also a Managing Director of ICAM. Certain costs incurred under these agreements relate to human resources and other administrative services provided by ICAM employees, for the benefit of the Company and its subsidiaries, and are included in investment management expenses in the consolidated statements of operations. For the three months ended September 30, 2024 and September 30, 2023, such costs were $0.1 million and $0.2 million, respectively. Other costs include operational or administrative services performed on behalf of the funds managed by GECM and are included in receivables from managed funds in the consolidated balance sheets. As of September 30, 2024 and June 30, 2024, costs of $0.1 million and $0.1 million, respectively, related to the shared services agreements were included in receivables from managed funds.

As of January 1, 2024, GECM also has a shared personnel and reimbursement agreement with ICAM whereby ICAM reimburses certain costs incurred by GECM related to administrative services provided by GECM employees for the benefit of ICAM. See Note 3 - Revenue for additional details.

On October 29, 2024, the Company and Mr. Reese entered into a voting waiver agreement (the “Voting Waiver
Agreement”), pursuant to which Mr. Reese waived all voting rights associated with all outstanding shares (whether
vested or unvested) of the Company’s common stock for voting purposes that have been granted or awarded, and all
future shares of the Company’s common stock that may be granted or awarded, directly to Mr. Reese in his
individual capacity by the Company in connection with his services as an officer, director or employee of the
Company or its subsidiaries during the term of the Voting Waiver Agreement.

See Note 5 - Fair Value Measurements for details on the contingent consideration payable to ICAM following the acquisition of the Monomoy UpREIT investment management agreement and Note 8 - Convertible Notes for details on the Convertible Notes issued to related parties.

5. Fair Value Measurements

Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

GAAP provides a framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

All financial assets or liabilities that are measured at fair value on a recurring and non-recurring basis have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.

14


 

The assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized in the tables below:

 

 

Fair Value as of September 30, 2024

 

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity investments

 

$

14,714

 

 

$

-

 

 

$

8,744

 

 

$

23,458

 

 

Debt securities

 

 

7,460

 

 

 

-

 

 

 

-

 

 

 

7,460

 

 

Total assets within the fair value hierarchy

 

$

22,174

 

 

$

-

 

 

$

8,744

 

 

$

30,918

 

 

Investments valued at net asset value

 

 

 

 

 

 

 

 

 

 

$

24,099

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

$

55,017

 

 

 

 

 

Fair Value as of June 30, 2024

 

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity investments

 

$

16,267

 

 

$

-

 

 

$

5,265

 

 

$

21,532

 

 

Debt securities

 

$

9,929

 

 

$

-

 

 

$

-

 

 

$

9,929

 

 

Total assets within the fair value hierarchy

 

$

26,196

 

 

$

-

 

 

$

5,265

 

 

$

31,461

 

 

Investments valued at net asset value

 

 

 

 

 

 

 

 

 

 

$

23,053

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

$

54,514

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liability

 

$

-

 

 

$

-

 

 

$

428

 

 

$

428

 

 

Total liabilities

 

$

-

 

 

$

-

 

 

$

428

 

 

$

428

 

 

There were no transfers between levels of the fair value hierarchy during the three months ended September 30, 2024 and 2023.

The following is a reconciliation of changes in Level 3 assets:

 

 

For the three months ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Beginning balance

 

$

5,265

 

 

$

-

 

Purchases

 

 

-

 

 

 

-

 

Payments

 

 

-

 

 

 

-

 

Change in fair value

 

 

3,479

 

 

 

-

 

Ending balance

 

$

8,744

 

 

$

-

 

There were no assets measured at fair value during the period ended September 30, 2023. For the three months ended September 30, 2024, the Level 3 assets had an unrealized gain of $3.5 million.

The following is a reconciliation of changes in Level 3 liabilities:

 

 

For the three months ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Beginning balance

 

$

428

 

 

$

1,903

 

Payments

 

 

(422

)

 

 

(977

)

Change in fair value

 

 

(6

)

 

 

18

 

Ending balance

 

$

-

 

 

$

944

 

The assets of the Consolidated Funds measured at fair value on a recurring basis are summarized in the tables below:

 

 

Fair Value as of September 30, 2024

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3