UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 2024
Great Elm Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39832 |
85-3622015 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3801 PGA Boulevard, Suite 603 Palm Beach Gardens, FL |
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33410 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 375-3006
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
7.25% Notes due 2027 |
GEGGL |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 11, 2024, Great Elm Group, Inc. issued the press release furnished as Exhibit 99.1 to this report.
The foregoing information (including the Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
99.1 |
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104 |
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The cover page from this Current Report on Form 8-K, formatted as inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GREAT ELM GROUP, INC. |
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Date: November 12, 2024 |
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/s/ Keri A. Davis |
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By: Keri A. Davis |
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Title: Chief Financial Officer |
Exhibit 99.1
GREAT ELM GROUP REPORTS FISCAL 2025 FIRST QUARTER
FINANCIAL RESULTS
Company to Host Conference Call at 8:30 a.m. ET on November 12, 2024
PALM BEACH GARDENS, Florida, November 11, 2024 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal first quarter ended September 30, 2024.
Fiscal First Quarter 2025 and Recent Highlights
Management Commentary
Jason Reese, Chief Executive Officer of the Company, stated, “We had a solid start to fiscal 2025, as we continued to expand our assets under management, grew our fee revenue through earned incentive fees from GECC and increased management fees across our credit and real estate businesses. Moreover, the Monomoy Build-to-Suit pipeline remains strong, and we continue to broaden our tenant relationships.”
“Additionally, as the Great Elm Credit Income Fund marks its first anniversary, our strong returns and now-established track record position us well to attract capital and further scale the platform. We also increased our stock repurchase capacity up to $20 million from $10 million initially, and utilized the program to repurchase shares at a meaningful discount to book value. Looking ahead, we remain focused on executing on our strategic priorities: growing our core credit and real estate platforms, pursuing compelling investment opportunities and leveraging our strong balance sheet to maximize shareholder value.”
GEG Managed Vehicle Highlights
Discussion of Financial Results for the Fiscal First Quarter Ended September 30, 2024
GEG reported total revenue of $4.0 million, up 21% from $3.3 million in the prior-year period.
GEG recorded net income from continuing operations of $3.0 million, compared to $2.8 million in the prior year period. Net income in the quarter reflects the reversal of approximately $3.5 million in previously recorded unrealized losses related to the Company’s investments in SPVs, resulting in an aggregate net unrealized loss since inception of ($0.3) million on the Company’s investments in SPVs.
GEG recorded Adjusted EBITDA of $1.3 million, compared to $1.7 million in the prior-year period.
Stock Repurchase Program
GEG’s Board of Directors approved an incremental stock repurchase program under which GEG is authorized to repurchase an additional $10 million in the aggregate of its outstanding common stock in the open market. This approval brings the total buyback authorization up to $20 million. As of November 8, 2024, the Company has repurchased approximately 2.5 million shares for $4.6 million under this program.
Fiscal 2025 First Quarter Conference Call & Webcast Information
When: Tuesday, November 12, 2024, 8:30 a.m. Eastern Time (ET)
Call: All interested parties are invited to participate in the conference call by dialing +1 (877) 407-0752; international callers should dial +1 (201) 389-0912. Participants should enter the Conference ID 13746969 if asked.
Webcast: The conference call will be webcast simultaneously and can be accessed here. A copy of the slide presentation accompanying the conference call, can be found here.
About Great Elm Group, Inc.
Great Elm Group, Inc. (NASDAQ: GEG) is a publicly-traded, alternative asset manager focused on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies.
2
Great Elm Group, Inc. and its subsidiaries currently manage Great Elm Capital Corp., a publicly-traded business development company, and Monomoy Properties REIT, LLC, an industrial-focused real estate investment trust, in addition to other investments. Great Elm Group, Inc.’s website can be found at www.greatelmgroup.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements in this press release that are “forward-looking” statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and represent Great Elm’s assumptions and expectations in light of currently available information. These statements involve risks, variables and uncertainties, and Great Elm’s actual performance results may differ from those projected, and any such differences may be material. For information on certain factors that could cause actual events or results to differ materially from Great Elm’s expectations, please see Great Elm’s filings with the Securities and Exchange Commission (“SEC”), including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Additional information relating to Great Elm’s financial position and results of operations is also contained in Great Elm’s annual and quarterly reports filed with the SEC and available for download at its website www.greatelmgroup.com or at the SEC website www.sec.gov.
Non-GAAP Financial Measures
The SEC has adopted rules to regulate the use in filings with the SEC, and in public disclosures, of financial measures that are not in accordance with US GAAP, such as adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Adjusted EBITDA is derived from methodologies other than in accordance with US GAAP. Great Elm believes that Adjusted EBITDA is an important measure for investors to use in evaluating Great Elm’s businesses. In addition, Great Elm’s management reviews Adjusted EBITDA as they evaluate acquisition opportunities.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it either in isolation from, or as a substitute for, analyzing Great Elm’s results as reported under US GAAP. Non-GAAP financial measures reported by Great Elm may not be comparable to similarly titled amounts reported by other companies.
Included in the financial tables below is a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP financial measure, net income from continuing operations.
Endnotes
1 Pro forma FPAUM incorporates net proceeds from $5.4 million of GECC 8.125% Notes due 2029 issued in October as well as the redemption in October of $45.3 million of GECC 6.75% Notes due January 2025.
2 Cash and marketable securities include approximately $40 thousand of restricted cash.
3 Assumes invested at inception on November 1, 2023, and remained invested throughout the succeeding eleven months, net of fees and expenses. Performance results should not be regarded as final until audited financial statements are issued covering the period shown. Past performance is no guarantee of future results. This press release does not constitute an offer to sell or a solicitation of an offer to buy interests in any investment vehicle managed by Great Elm or its affiliates. Any such offer or solicitation will only be made pursuant to the applicable offering documents for such investment vehicle.
Media & Investor Contact:
Investor Relations
geginvestorrelations@greatelmcap.com
3
Great Elm Group, Inc.
Condensed Consolidated Balance Sheets (unaudited)
Dollar amounts in thousands (except per share data)
ASSETS |
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September 30, 2024 |
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June 30, 2024 |
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Current assets |
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Cash and cash equivalents |
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$ |
44,150 |
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$ |
48,147 |
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Restricted cash |
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40 |
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1,571 |
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Receivables from managed funds |
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3,854 |
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2,259 |
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Investments in marketable securities |
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7,460 |
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9,929 |
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Investments, at fair value |
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47,557 |
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44,585 |
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Prepaid and other current assets |
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1,439 |
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1,215 |
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Real estate under development |
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5,786 |
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5,769 |
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Assets of Consolidated Funds: |
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Cash and cash equivalents |
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2,229 |
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2,371 |
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Investments, at fair value |
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11,909 |
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11,471 |
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Other assets |
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246 |
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253 |
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Total current assets |
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124,670 |
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127,570 |
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Identifiable intangible assets, net |
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10,773 |
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11,037 |
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Right-of-use assets |
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141 |
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225 |
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Other assets |
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1,682 |
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1,614 |
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Total assets |
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$ |
137,266 |
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$ |
140,446 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
243 |
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$ |
317 |
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Payable for securities purchased |
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24 |
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- |
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Accrued expenses and other current liabilities |
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3,117 |
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7,009 |
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Current portion of related party payables |
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224 |
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634 |
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Current portion of lease liabilities |
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64 |
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137 |
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Liabilities of Consolidated Funds: |
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Payable for securities purchased |
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- |
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100 |
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Accrued expenses and other liabilities |
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172 |
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162 |
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Total current liabilities |
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3,844 |
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8,359 |
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Lease liabilities, net of current portion |
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35 |
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57 |
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Long-term debt (face value $26,945) |
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26,160 |
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26,090 |
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Related party payables, net of current portion |
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- |
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- |
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Convertible notes (face value $35,494 and $35,494, including $16,174 and $16,174 held by related parties, respectively) |
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34,925 |
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34,900 |
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Other liabilities |
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718 |
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845 |
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Total liabilities |
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65,682 |
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70,251 |
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Commitments and contingencies |
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Stockholders' equity |
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Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding |
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- |
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- |
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Common stock, $0.001 par value; 350,000,000 shares authorized and 32,134,843 shares issued and 28,743,290 outstanding at September 30, 2024; and 31,875,285 shares issued and 30,494,448 outstanding at June 30, 2024 |
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28 |
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30 |
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Additional paid-in-capital |
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3,314,191 |
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3,315,638 |
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Accumulated deficit |
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(3,250,315 |
) |
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(3,252,954 |
) |
Total Great Elm Group, Inc. stockholders' equity |
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63,904 |
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62,714 |
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Non-controlling interests |
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7,680 |
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7,481 |
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Total stockholders' equity |
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71,584 |
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70,195 |
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Total liabilities and stockholders' equity |
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$ |
137,266 |
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$ |
140,446 |
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4
Great Elm Group, Inc.
Condensed Consolidated Statements of Operations (unaudited)
Amounts in thousands (except per share data)
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For the three months ended September 30, |
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2024 |
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2023 |
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Revenues |
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$ |
3,992 |
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$ |
3,310 |
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Cost of revenues |
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635 |
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- |
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Operating costs and expenses: |
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Investment management expenses |
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3,058 |
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2,762 |
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Depreciation and amortization |
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273 |
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283 |
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Selling, general and administrative |
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2,006 |
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1,715 |
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Expenses of Consolidated Funds |
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16 |
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- |
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Total operating costs and expenses |
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5,353 |
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4,760 |
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Operating loss |
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(1,996 |
) |
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(1,450 |
) |
Dividends and interest income |
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1,558 |
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1,986 |
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Net realized and unrealized gain |
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3,778 |
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3,284 |
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Net realized and unrealized gain on investments of Consolidated Funds |
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278 |
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- |
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Interest and other income of Consolidated Funds |
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384 |
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- |
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Interest expense |
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(1,028 |
) |
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(1,062 |
) |
Income before income taxes from continuing operations |
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2,974 |
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2,758 |
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Income tax benefit (expense) |
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- |
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- |
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Net income from continuing operations |
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2,974 |
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2,758 |
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Discontinued operations: |
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Net income from discontinued operations |
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- |
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16 |
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Net income |
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$ |
2,974 |
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$ |
2,774 |
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Less: net income attributable to non-controlling interest, continuing operations |
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335 |
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- |
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Net income attributable to Great Elm Group, Inc. |
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$ |
2,639 |
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$ |
2,774 |
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Net income attributable to shareholders per share |
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Basic |
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$ |
0.09 |
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$ |
0.09 |
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Diluted |
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0.08 |
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0.08 |
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Weighted average shares outstanding |
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Basic |
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29,079 |
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29,579 |
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Diluted |
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40,469 |
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41,860 |
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5
Great Elm Group, Inc.
Reconciliation from Net Income from Continuing Operations to Adjusted EBITDA
Dollar amounts in thousands
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Three months ended September 30, |
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(in thousands) |
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2024 |
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2023 |
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Net income from continuing operations - GAAP |
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$ |
2,974 |
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$ |
2,758 |
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Interest expense |
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1,028 |
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1,062 |
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Income tax expense (benefit) |
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- |
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- |
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Depreciation and amortization |
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273 |
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283 |
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Non-cash compensation |
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1,117 |
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|
887 |
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Gain on investments |
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(4,056) |
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(3,284) |
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Change in contingent consideration |
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(6) |
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18 |
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Adjusted EBITDA(1) |
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$ |
1,330 |
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$ |
1,724 |
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(1) Adjusted EBITDA for prior periods has been adjusted to include dividend income earned during such periods consistent with the methodology for September 30, 2024.
6