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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.)

 

 

 

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, FL

 

33410

(Address of Principal Executive Offices)

 

(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
(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 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.

Exhibit

Number

Description

99.1

 

Press Release, dated November 11, 2024

104

 

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.

 

 

GREAT ELM GROUP, INC.

 

 

 

 

Date: November 12, 2024

 

/s/ Keri A. Davis

 

 

By: Keri A. Davis

 

 

Title: Chief Financial Officer

 

 


EX-99.1 2 geg-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img217308796_0.jpg

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

GEG’s fee-paying assets under management (“FPAUM”) and assets under management (“AUM”) totaled approximately $559 million and $782 million, respectively.
o
FPAUM and AUM growth of 24% and 22%, respectively, compared to the prior year period.
GEG’s Pro forma FPAUM¹ and AUM¹ totaled approximately $545 million and $741 million, respectively.
o
Pro forma FPAUM¹ and AUM¹ growth of 21% and 16%, respectively, compared to the prior year period.
Total revenue for the first quarter grew 21% to $4.0 million, compared to $3.3 million for the prior-year period.
o
Growth in revenue was primarily driven by the Monomoy BTS property sale and increased Great Elm Capital Corp. (“GECC”) management fees due to growth in FPAUM.
o
Great Elm collected incentive fees from GECC totaling $0.9 million for the three months ended September 30, 2024.
Net income from continuing operations was $3.0 million for the first quarter, compared to $2.8 million in the prior-year period.
o
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 special purpose vehicles (“SPVs”).
Adjusted EBITDA for the first quarter of was $1.3 million, compared to $1.7 million in the prior-year period.
GEG’s Board of Directors authorized an additional $10 million of stock repurchases, doubling the size of the $10 million previously approved stock repurchase program.
o
Through November 8, 2024, Great Elm has repurchased approximately 2.5 million shares for $4.6 million, an average price of $1.85 per share, through its share repurchase program.
o
Book value per share was $2.22 as of September 30, 2024.
As of September 30, 2024, GEG had approximately $52 million2 of cash and marketable securities on its balance sheet to support growth initiatives across its alternative asset management platform.

 

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

GECC reported record total investment income in the quarter and was active in managing its capital structure.
o
In July, GECC utilized its shelf to issue $22.0 million of 8.50% Notes due 2029 in a registered direct offering to an institutional investor.
o
GECC issued $41.4 million of 8.125% Notes due 2029, utilizing the proceeds and cash on hand to redeem $45.3 million of notes scheduled to mature in January 2025, leaving no maturities until June 2026.
o
GECC reported $11.7 million of total investment income, a record and the highest cash income in its history.
Monomoy BTS and Monomoy REIT continued to execute on positive momentum from the prior quarter.
o
Monomoy BTS completed construction of its first build-to-suit property in October 2024, following the property sale in June 2024, and ended the quarter with a strong pipeline in its Construction Management business.
o
Monomoy REIT monetized approximately $7.1 million of real estate at a gain and enhanced its lease position.
Great Elm Credit Income Fund (“GECIF”) delivered a strong return on invested capital of over 11%, net of fees, through September 30, 2024, since its inception in November 2023.3

 

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

 

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

 

 

 

 

 

 

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

 

 

4


 

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

 

 

 

5


 

Great Elm Group, Inc.

Reconciliation from Net Income from Continuing Operations to Adjusted EBITDA

Dollar amounts in thousands

 

 

 

Three months ended

September 30,

 

(in thousands)

 

2024

 

 

2023

 

Net income from continuing operations - GAAP

 

$

2,974

 

 

$

2,758

 

Interest expense

 

 

1,028

 

 

 

1,062

 

Income tax expense (benefit)

 

 

-

 

 

 

-

 

Depreciation and amortization

 

 

273

 

 

 

283

 

Non-cash compensation

 

 

1,117

 

 

 

887

 

Gain on investments

 

 

(4,056)

 

 

 

(3,284)

 

Change in contingent consideration

 

 

(6)

 

 

 

18

 

Adjusted EBITDA(1)

 

$

1,330

 

 

$

1,724

 

 

(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