geg-8k_20220210.htm
false 0001831096 0001831096 2022-02-10 2022-02-10

 

 

 

 

 

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): February 10, 2022

 

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.)

 

 

 

800 South Street, Suite 230, Waltham, MA

 

02453

(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)

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 February 10, 2022, Great Elm Group, Inc. issued the press release and published the presentation furnished as exhibits 99.1 and 99.2, respectively, to this report.

 

The foregoing information (including the exhibits 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.

 

The following exhibits are furnished with this report but shall not be deemed filed:

  

 

 

Exhibit

Number

  

Description

99.1

  

Press release, dated February 10, 2022.

99.2

 

Presentation, dated February 10, 2022.

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:  February 10, 2022

 

_/s/ Brent J. Pearson______

 

 

By: Brent J. Pearson

 

 

Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

Great Elm Group Reports FISCAL 2022 SECOND QUARTER

financial resulTs

 

Company to Host Conference Call at 9:00 a.m. ET on February 11, 2022

 

WALTHAM, Mass., February 10, 2022 -- Great Elm Group, Inc. (“we,” “us,” “our,” “GEG,” or “Great Elm”), (NASDAQ: GEG), a diversified holding company, today announced financial results for its fiscal second quarter ended December 31, 2021.

 

Fiscal 2022 Second Quarter Operating and Financial Highlights

(All comparisons versus the prior-year period unless otherwise noted)

 

Consolidated:

 

Consolidated revenue for the second quarter was $16.7 million, compared to $15.3 million.

 

Consolidated net loss from continuing operations for the second quarter was $4.2 million, compared to net loss from continuing operations of $0.9 million.

 

Consolidated Adjusted EBITDA for the second quarter was $1.4 million, compared to $0.9 million.

 

As of June 30, 2021, we had approximately $952 million of net operating loss (NOL) carryforwards for federal income tax purposes.

 

Operating Companies:

 

Durable Medical Equipment (DME) grew total revenue for the second quarter by 8.1% to $15.7 million, compared to $14.5 million, driven by strong resupply sales despite challenging pandemic-related conditions.

 

DME net income for the second quarter was $0.9 million, compared to a net loss of $2.9 million.

 

DME Adjusted EBITDA for the second quarter was $2.6 million, compared to $1.9 million.

 

DME total revenue, net income and Adjusted EBITDA for the trailing 12 month period ended December 31, 2021 were $59.8 million, $3.9 million and $15.5 million, respectively, compared to $57.2 million, ($1.9) million and $14.1 million.

 

DME continued to report strong PAP resupply sales and significant improvements in revenue reserves.

 

Investment Management (IM):

 

IM grew total revenue for the second quarter by 34.3% to $1.0 million, compared to $0.8 million.

 

IM net loss for the second quarter was $2.6 million, compared to net income of $3.6 million.

 

IM reported no Adjusted EBITDA for the second quarter, approximately unchanged from the prior-year period.

 

On February 3, 2022, Great Elm Capital Corp. (GECC) announced that it purchased a majority ownership interest in Sterling Commercial Credit (SCC), a provider of asset-based loans to middle market companies throughout the United States, for total consideration of approximately $7.5 million.

 

$7.5 million total consideration consists of $4.9 million of cash and $2.6 million of GECC common stock issued at net asset value.

 

In connection with the acquisition, GECC also provided subordinated debt to SCC to fund growth initiatives.

 

Management Commentary

 

Peter A. Reed, Chief Executive Officer, stated, “In our IM segment, Great Elm Capital Corp. continues to make progress building its specialty finance platform. Its recent acquisition of Sterling Commercial Credit, coupled with portfolio

 


 

companies Prestige Capital and Lenders Funding, broadens GECC’s product offerings to its customers and provides a proprietary source of attractive, risk adjusted returns for its investors. GECC remains focused on growing its specialty finance platform organically as well as through acquisitions. In addition, our DME business grew revenue and expanded profitability despite challenging conditions from the pandemic and supply chain disruptions.

 

Alignment of Interest

A distinct attribute of Great Elm is the particularly strong alignment of interest among shareholders and the employees, directors, and other insiders of Great Elm. As of December 31, 2021, Great Elm’s employees and directors (including funds under their management) collectively own or manage approximately 30% of GEG’s total outstanding shares.

 

Financial Review

 

Discussion of Financial Results by Segment for the Fiscal Quarter ended December 31, 2021

 

Great Elm is a holding company with two operating segments: Operating Companies and Investment Management, with General Corporate representing unallocated costs and activity to arrive at consolidated operations.

 

Operating Companies

 

During the three months ended December 31, 2021, DME reported $15.7 million in total revenue, compared to $14.5 million during the same period in the prior year. The increase in revenue was due to organic growth in resupply sales, a significant reduction in bad debt expense and the impact of previously announced acquisitions.

 

During the three months ended December 31, 2021, DME reported net income of $0.9 million, compared to net loss of $2.9 million for the same period in the prior year. Net income increased largely due to revenue growth combined with expense management.

 

During the three months ended December 31, 2021, DME Adjusted EBITDA was $2.6 million, compared to $1.9 million in the prior-year period.  

 

Investment Management

 

During the three months ended December 31, 2021, IM reported total revenue of $1.0 million, compared to $0.8 million during the same period in the prior year. Revenue for the quarter was higher due to an increase in the average assets on which such fees are calculated.  

 

During the three months ended December 31, 2021, IM recognized a net loss of $2.6 million, compared to net income of $3.6 million during the same period in the prior year. Net income decreased primarily due to unrealized losses on our investment in GECC common shares during the period.

 

During the three months ended December 31, 2021, IM reported no Adjusted EBITDA, approximately unchanged from the same period in the prior year. Increased revenue was largely offset by increased compensation expenses due to additions to the investment team.

 

General Corporate

 

During the three months ended December 31, 2021, General Corporate recognized $0.2 million in revenue compared to no revenue during the same period in the prior year. Revenue increased slightly as a result of Forest management fees which commenced in December 2020 in connection with our holding company reorganization.

-2-


 

 

During the three months ended December 31, 2021, General Corporate recognized a net loss from continuing operations of $2.5 million, compared to a net loss from continuing operations of $1.6 million during the same period in the prior year.

 

During the three months ended December 31, 2021, General Corporate recognized ($1.2) million of Adjusted EBITDA, compared to Adjusted EBITDA of ($1.0) million during the same period in the prior year.

 

 

Fiscal 2022 Second Quarter Conference Call & Webcast Information

 

When:Friday, February 11, 2022, 9:00 a.m. Eastern Time (ET)

 

Call:

All interested parties are invited to participate in the conference call by dialing +1 (888) 440-4537; international callers should dial +1 (646) 960-0669. Participants should enter the Conference ID 2595129 when asked.

 

Webcast:

The conference call will be webcast simultaneously and can be accessed at the following link: https://events.q4inc.com/attendee/572823991=. For a copy of the slide presentation accompanying the conference call, please visit: https://www.greatelmgroup.com/events-and-presentations.

 

About Great Elm Group, Inc.

 

Great Elm Group, Inc. (NASDAQ: GEG) is a publicly-traded holding company that is building a business across two operating verticals: Operating Companies and Investment Management. 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 revenue, Adjusted EBITDA, 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 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.

 

Please note that previously reported amounts below have been recast to 1) reflect the operations of our real estate business as discontinued operations; 2) reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity; and 3) conform with current segment organization.

 

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

-3-


 

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.

 

Media & Investor Contact:

Investor Relations

(617) 375-3006

[email protected]

 


-4-


 

 

Great Elm Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

Dollar amounts in thousands (except per share data)

 

ASSETS

 

December 31, 2021

 

 

June 30, 2021

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,956

 

 

$

24,382

 

Accounts receivable

 

 

5,271

 

 

 

6,518

 

Related party receivables

 

 

1,345

 

 

 

1,665

 

Investments, at fair value (cost $44,647 and $45,326, respectively)

 

 

22,286

 

 

 

24,044

 

Inventories

 

 

913

 

 

 

1,066

 

Prepaid and other current assets

 

 

1,634

 

 

 

3,791

 

Assets of consolidated funds

 

 

 

 

 

 

 

 

Investments, at fair value (cost $26,758 and $26,814, respectively)

 

 

26,447

 

 

 

26,490

 

Prepaid expenses and other assets

 

 

89

 

 

 

578

 

Total current assets

 

 

82,941

 

 

 

88,534

 

Property and equipment, net

 

 

738

 

 

 

981

 

Equipment held for rental, net

 

 

6,893

 

 

 

7,391

 

Identifiable intangible assets, net

 

 

8,110

 

 

 

8,928

 

Goodwill

 

 

52,463

 

 

 

50,536

 

Right of use assets

 

 

4,737

 

 

 

5,241

 

Other assets

 

 

255

 

 

 

258

 

Total assets

 

$

156,137

 

 

$

161,869

 

LIABILITIES, NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,405

 

 

$

5,521

 

Accrued expenses and other liabilities

 

 

5,841

 

 

 

6,955

 

Deferred revenue

 

 

2,155

 

 

 

4,438

 

Current portion of lease liabilities

 

 

1,986

 

 

 

1,920

 

Current portion of capitalized equipment financing

 

 

2,571

 

 

 

1,974

 

Liabilities of consolidated funds- accrued expenses and other

 

 

12,265

 

 

 

12,197

 

Total current liabilities

 

 

30,223

 

 

 

33,005

 

Lease liabilities, net of current portion

 

 

3,011

 

 

 

3,596

 

Convertible notes (face value $35,205 and $34,346, respectively, including $16,637 and $16,231, respectively, held by related parties)

 

 

34,249

 

 

 

33,333

 

Equipment financing debt, net of current portion

 

 

17

 

 

 

67

 

Redeemable preferred stock of subsidiaries (held by related parties, face value $37,018)

 

 

35,639

 

 

 

35,529

 

Other liabilities

 

 

348

 

 

 

915

 

Total liabilities

 

 

103,487

 

 

 

106,445

 

Commitments and Contingencies (Note 18)

 

 

 

 

 

 

 

 

Contingently redeemable non-controlling interest

 

 

2,948

 

 

 

2,639

 

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 26,968,632 shares issued and 26,815,181 outstanding at December 31, 2021; and 26,613,913 shares issued and 25,948,100 outstanding at June 30, 2021

 

 

27

 

 

 

26

 

Additional paid-in-capital

 

 

3,309,325

 

 

 

3,307,613

 

Accumulated deficit

 

 

(3,268,841

)

 

 

(3,264,403

)

Total Great Elm Group, Inc. stockholders' equity

 

 

40,511

 

 

 

43,236

 

Non-controlling interests

 

 

9,191

 

 

 

9,549

 

Total stockholders' equity

 

 

49,702

 

 

 

52,785

 

Total liabilities, non-controlling interest and stockholders' equity

 

$

156,137

 

 

$

161,869

 

-5-


 

 

Great Elm Group, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Dollar amounts in thousands (except per share data)

 

 

 

For the three months ended December 31,

 

 

For the six months ended December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Durable medical equipment sales and services revenue

 

$

10,277

 

 

$

9,544

 

 

$

20,353

 

 

$

18,757

 

Durable medical equipment rental income

 

 

5,451

 

 

 

4,999

 

 

 

10,930

 

 

 

10,396

 

Investment management revenues

 

 

1,021

 

 

 

760

 

 

 

2,004

 

 

 

1,533

 

Total revenues

 

 

16,749

 

 

 

15,303

 

 

 

33,287

 

 

 

30,686

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of durable medical equipment sold and services

 

 

4,309

 

 

 

4,703

 

 

 

8,369

 

 

 

8,910

 

Cost of durable medical equipment rentals(1)

 

 

1,734

 

 

 

1,621

 

 

 

3,584

 

 

 

3,536

 

Durable medical equipment other operating expenses(2)

 

 

8,540

 

 

 

8,070

 

 

 

14,793

 

 

 

15,750

 

Investment management expenses

 

 

1,969

 

 

 

916

 

 

 

3,156

 

 

 

1,642

 

Depreciation and amortization

 

 

552

 

 

 

591

 

 

 

1,114

 

 

 

1,181

 

Selling, general and administrative(3)

 

 

1,465

 

 

 

1,315

 

 

 

3,038

 

 

 

2,728

 

Expenses of consolidated funds

 

 

45

 

 

 

8

 

 

 

97

 

 

 

8

 

Total operating costs and expenses

 

 

18,614

 

 

 

17,224

 

 

 

34,151

 

 

 

33,755

 

Operating loss

 

 

(1,865

)

 

 

(1,921

)

 

 

(864

)

 

 

(3,069

)

Dividends and interest income

 

 

644

 

 

 

1,325

 

 

 

1,297

 

 

 

1,854

 

Net realized and unrealized (loss) gain on investments

 

 

(1,821

)

 

 

2,560

 

 

 

(1,835

)

 

 

658

 

Net realized and unrealized gain on investments of consolidated funds

 

 

194

 

 

 

66

 

 

 

5

 

 

 

66

 

Interest expense

 

 

(1,362

)

 

 

(1,102

)

 

 

(2,724

)

 

 

(2,246

)

Loss on extinguishment of debt

 

 

-

 

 

 

(1,866

)

 

 

-

 

 

 

(1,866

)

Other income, net

 

 

(14

)

 

 

33

 

 

 

2

 

 

 

30

 

Loss from continuing operations, before income taxes

 

 

(4,224

)

 

 

(905

)

 

 

(4,119

)

 

 

(4,573

)

Income tax benefit (expense)

 

 

65

 

 

 

50

 

 

 

66

 

 

 

(49

)

Loss from continuing operations

 

 

(4,159

)

 

 

(855

)

 

 

(4,053

)

 

 

(4,622

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations, net of tax

 

 

-

 

 

 

72

 

 

 

-

 

 

 

138

 

Net loss

 

$

(4,159

)

 

$

(783

)

 

$

(4,053

)

 

$

(4,484

)

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

 

 

79

 

 

 

(614

)

 

 

385

 

 

 

(734

)

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

 

 

-

 

 

 

17

 

 

 

-

 

 

 

30

 

Net loss attributable to Great Elm Group, Inc.

 

$

(4,238

)

 

$

(186

)

 

$

(4,438

)

 

$

(3,780

)

Basic and diluted income (loss) per share from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.16

)

 

$

(0.01

)

 

$

(0.17

)

 

$

(0.15

)

Discontinued operations

 

 

-

 

 

 

0.00

 

 

 

-

 

 

 

0.00

 

Net loss

 

$

(0.16

)

 

$

(0.01

)

 

$

(0.17

)

 

$

(0.15

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

26,462

 

 

 

25,678

 

 

 

26,222

 

 

 

25,626

 

Diluted

 

 

26,462

 

 

 

25,678

 

 

 

26,222

 

 

 

25,626

 

(1) Includes depreciation expense of:

 

 

1,597

 

 

 

1,457

 

 

 

3,285

 

 

 

3,205

 

(2) Net of CARES Act Stimulus of:

 

 

-

 

 

 

-

 

 

 

2,321

 

 

 

-

 

(3) Net of CARES Act Stimulus of:

 

 

-

 

 

 

-

 

 

 

84

 

 

 

-

 


-6-


 

 

Great Elm Group, Inc.

Reconciliation from EBITDA to Adjusted EBITDA - Quarterly

Dollar amounts in thousands (except per share data)

 

 

 

For the three months ended December 31, 2021

 

$ in thousands

 

Durable Medical Equipment

 

 

Investment Management

 

 

General Corporate

 

 

Consolidated

 

EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations - GAAP

 

$

937

 

 

$

(2,631

)

 

$

(2,465

)

 

$

(4,159

)

Interest expense

 

 

1,289

 

 

 

24

 

 

 

1,269

 

 

 

2,582

 

Interest income from preferred stock

 

 

-

 

 

 

-

 

 

 

(1,220

)

 

 

(1,220

)

Depreciation & amortization

 

 

2,040

 

 

 

108

 

 

 

1

 

 

 

2,149

 

Tax expense (benefit)

 

 

-

 

 

 

-

 

 

 

(65

)

 

 

(65

)

EBITDA

 

 

4,266

 

 

 

(2,499

)

 

 

(2,480

)

 

 

(713

)

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash compensation

 

 

-

 

 

 

946

 

 

 

280

 

 

 

1,226

 

Change in contingent consideration

 

 

(285

)

 

 

-

 

 

 

-

 

 

 

(285

)

Dividend income

 

 

-

 

 

 

(549

)

 

 

(95

)

 

 

(644

)

(Gains) / losses on investments

 

 

-

 

 

 

2,055

 

 

 

(428

)

 

 

1,627

 

Other (income) expense

 

 

(1,584

)

 

 

-

 

 

 

1,598

 

 

 

14

 

Transaction and integration related costs (2)

 

 

176

 

 

 

-

 

 

 

35

 

 

 

211

 

DME management and monitoring fees

 

 

60

 

 

 

-

 

 

 

(60

)

 

 

-

 

Adjusted EBITDA

 

$

2,633

 

 

$

(47

)

 

$

(1,150

)

 

$

1,436

 

 

 

 

For the three months ended December 31, 2020

 

$ in thousands

 

Durable Medical Equipment

 

 

Investment Management (1)

 

 

General Corporate (1)

 

 

Consolidated

 

EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations - GAAP

 

$

(2,878

)

 

$

3,631

 

 

$

(1,608

)

 

$

(855

)

Interest expense

 

 

687

 

 

 

25

 

 

 

390

 

 

 

1,102

 

Interest income from preferred stock

 

 

-

 

 

 

-

 

 

 

0

 

 

 

0

 

Depreciation & amortization

 

 

1,919

 

 

 

127

 

 

 

1

 

 

 

2,047

 

Tax expense (benefit)

 

 

-

 

 

 

-

 

 

 

(50

)

 

 

(50

)

EBITDA

 

 

(272

)

 

 

3,783

 

 

 

(1,267

)

 

 

2,244

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash compensation

 

 

-

 

 

 

197

 

 

 

88

 

 

 

285

 

GECC dividend income

 

 

-

 

 

 

(1,322

)

 

 

-

 

 

 

(1,322

)

GECC unrealized (gains) / losses

 

 

-

 

 

 

(2,626

)

 

 

-

 

 

 

(2,626

)

Other (income) expense

 

 

(33

)

 

 

-

 

 

 

-

 

 

 

(33

)

Transaction and integration related costs (2)

 

 

2,127

 

 

 

-

 

 

 

229

 

 

 

2,356

 

DME management and monitoring fees

 

 

62

 

 

 

-

 

 

 

(45

)

 

 

17

 

Adjusted EBITDA

 

$

1,884

 

 

$

32

 

 

$

(995

)

 

$

921

 

 

 

 

For the six months ended December 31, 2021

 

$ in thousands

 

Durable Medical Equipment

 

 

Investment Management

 

 

General Corporate

 

 

Consolidated

 

EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations - GAAP

 

$

3,019

 

 

$

(2,771

)

 

$

(4,301

)

 

$

(4,053

)

Interest expense

 

 

2,576

 

 

 

48

 

 

 

2,538

 

 

 

5,162

 

Interest income on preferred stock

 

 

-

 

 

 

-

 

 

 

(2,438

)

 

 

(2,438

)

Depreciation & amortization

 

 

4,182

 

 

 

217

 

 

 

1

 

 

 

4,400

 

Tax expense (benefit)

 

 

-

 

 

 

-

 

 

 

(66

)

 

 

(66

)

EBITDA

 

$

9,777

 

 

$

(2,506

)

 

$

(4,266

)

 

$

3,005

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash compensation

 

 

-

 

 

 

1,342

 

 

 

652

 

 

 

1,994

 

Change in contingent consideration

 

 

(448

)

 

 

-

 

 

 

-

 

 

 

(448

)

Dividend income

 

 

-

 

 

 

(1,103

)

 

 

(194

)

 

 

(1,297

)

(Gains) / Losses on investments

 

 

-

 

 

 

2,360

 

 

 

(530

)

 

 

1,830

 

Other (income) expense

 

 

(2,144

)

 

 

-

 

 

 

2,142

 

 

 

(2

)

Transaction and integration costs (2)

 

 

395

 

 

 

-

 

 

 

219

 

 

 

614

 

DME management and monitoring fees

 

 

190

 

 

 

-

 

 

 

(190

)

 

 

-

 

Adjusted EBITDA

 

$

7,770

 

 

$

93

 

 

$

(2,167

)

 

$

5,696

 

 

-7-


 

 

 

 

For the six months ended December 31, 2020

 

$ in thousands

 

Durable Medical Equipment

 

 

Investment Management (1)

 

 

General Corporate (1)

 

 

Consolidated

 

EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations - GAAP

 

$

(3,336

)

 

$

2,147

 

 

$

(3,433

)

 

$

(4,622

)

Interest expense

 

 

1,396

 

 

 

51

 

 

 

799

 

 

 

2,246

 

Interest income on preferred stock

 

 

-

 

 

 

-

 

 

 

0

 

 

 

0

 

Depreciation & amortization

 

 

4,130

 

 

 

255

 

 

 

1

 

 

 

4,386

 

Tax expense (benefit)

 

 

-

 

 

 

-

 

 

 

49

 

 

 

49

 

EBITDA

 

 

2,190

 

 

 

2,453

 

 

 

(2,584

)

 

 

2,058

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash compensation

 

 

-

 

 

 

391

 

 

 

323

 

 

 

714

 

Dividend income

 

 

-

 

 

 

(1,846

)

 

 

-

 

 

 

(1,846

)

(Gains) / losses on investments

 

 

-

 

 

 

(724

)

 

 

-

 

 

 

(724

)

Other (income) expense

 

 

(30

)

 

 

-

 

 

 

-

 

 

 

(30

)

Transaction and integration related costs (2)

 

 

2,266

 

 

 

-

 

 

 

261

 

 

 

2,527

 

Location closure

 

 

54

 

 

 

-

 

 

 

 

 

 

 

54

 

DME management and monitoring fees

 

 

178

 

 

 

-

 

 

 

(136

)

 

 

42

 

Adjusted EBITDA

 

$

4,658

 

 

$

274

 

 

$

(2,136

)

 

$

2,795

 

 

 

(1)

Previously reported prior year amounts have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity; and to conform with current segment organization.

 

(2)

Transaction and integration related costs include costs to acquire and integrate acquired businesses.

-8-

Slide 1

Great Elm Group, Inc. Conference Call Presentation Fiscal Second Quarter Ended December 31, 2021 February 10, 2022 NASDAQ: GEG Exhibit 99.2

Slide 2

Disclaimer 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 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”) and free cash flow. See the Appendix for important information regarding the use of non-GAAP financial measures and reconciliations of non-GAAP measures to their most directly comparable GAAP measures. This presentation does not constitute an offer of any securities for sale. 2

Slide 3

Driving Shareholder Value Growth Strategy Target undercapitalized small and mid-sized companies where we can partner with management to accelerate earnings and cash flow growth Great Elm Capital Management, Inc. (“GECM”) SEC Registered Investment Advisor Investment Advisor to Great Elm Capital Corp. (Nasdaq: GECC), a publicly-traded business development company Manager of the Great Elm SPAC Opportunity Fund (“GESOF”), a privately-held fund Three IMAs with a leading institutional investor Manager of the Great Elm Opportunities Fund (“GEOF”), a fund structured for a series of co-investment opportunities Manager of future funds, co-investments and separately managed accounts Investment Management Great Elm Durable Medical Equipment (“DME”) Business Distributor of respiratory care equipment (CPAP, ventilators, oxygen) and sleep study services Services a large and growing segment of the population who suffer from sleep disorders Aging population, rising obesity rates and the prevalence of smoking are causative factors Operates in AK, AZ, KS, IA, MO, NE, OR, WA 347 employees Operating Companies Business Operating Units Focus on driving asset growth in GECC Increase AUM via new fund launches, SMAs and co-investments and leverage the existing team and infrastructure to generate incremental free cash flow 3

Slide 4

Fiscal 2022 Second Quarter Highlights As of June 30, 2021, approximately $952 million of net operating loss (NOL) carryforwards for Federal income tax purposes 4 Improvement in Year-over-Year Revenue and Adjusted EBITDA

Slide 5

Consolidated Summary Financials: By Quarter 5 (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 6

Consolidated Summary Financials: Year-Over-Year 6 (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 7

In fiscal 2Q22, DME generated $15.7 million of revenue, $0.9 million of net income and $2.6 million of Adjusted EBITDA1 Revenue increased due to continued organic growth in resupply sales and contributions from the AMPM and MedOne acquisitions These acquisitions enhance DME's power mobility solutions, expand its geographic reach and achieve synergies through operational integration initiatives Profitable operations on higher sales, largely due to the strengthening of our Midwest business in Kansas and Missouri as a result of our AMPM acquisition, as well as lower operating cost due to a continued focus on prudent expense management Over the trailing 12 month period ended December 31, 2021, DME generated total revenue, net income and Adjusted EBITDA1 of $59.8 million, $3.9 million and $15.5 million, respectively, compared to $57.2 million, ($1.9) million and $14.1 million in the prior period (1) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix 7 Operating Companies: DME – Operating Highlights

Slide 8

Operating Companies: DME – By Quarter (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix. 8

Slide 9

Operating Companies: DME – Year-Over-Year 9 (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 10

AUM Growth High Margins Scalable Model Free Cash Flow AUM GROWTH Grow GECC’s AUM through the issuance of additional debt and equity, supplemented by accretive acquisitions, resulting in an increase in fee revenue Grow the Investment Management business by leveraging the existing team to launch additional vehicles HIGH MARGINS Given the largely fixed cost nature of the Investment Management business, we expect adjusted EBITDA margins to increase as our AUM increases and the business scales SCALABLE MODEL Investment team and infrastructure in place to support growth in AUM and new investment vehicles FREE CASH FLOW Growth in AUM in the Investment Management business coupled with its high margins and scalable business model could result in operating leverage and, thus, the potential for growth in adjusted EBITDA and free cash flow 10 Investment Management: A Scalable, High Margin Business

Slide 11

In fiscal 2Q22, Investment Management generated $1.0 million of revenue, $2.6 million of net loss and no Adjusted EBITDA1 Year over year revenue growth driven by an increase in the average assets on which management fees are calculated Sequential revenue growth as we continue to deploy capital into new investment opportunities (1) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix 11 Investment Management SCC is a leading provider of asset-based lending solutions to middle market companies across all industries Provides asset-based loans to middle market companies across the U.S. Founder and CEO Edwin Small continues to manage the business Long-term track record of profitably growing the business Quarterly Highlight GECC is building a platform that provides a “continuum of lending” to small and medium sized businesses that are not able to obtain bank financing GECC has expanded its specialty finance platform with the acquisition of a majority ownership stake in Sterling Commercial Credit (“SCC”)

Slide 12

12 Investment Management: By Quarter (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 13

13 Investment Management: Year-Over-Year (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 14

14 General Corporate: By Quarter (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 15

15 General Corporate: Year-Over-Year (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix.

Slide 16

Financial Review: 2Q22 Consolidating Balance Sheets (Unaudited) (1) Intercompany balances, including intercompany borrowings and GEG investments in subsidiaries. All intercompany balances eliminate in consolidation. 16

Slide 17

(1) Please refer to the disclaimers on slide 2 and the Adjusted EBITDA reconciliation tables in the Appendix. 17 Financial Review: 2Q22 Consolidating Income Statement (Unaudited)

Slide 18

Employee Share Ownership Significant Alignment of Interest Director Share Ownership Employees of GEG/Great Elm Capital Management, Inc. (“GECM”) collectively own approximately 1.9 million shares of GEG, representing approximately 7% of GEG’s outstanding shares1 The directors of GEG beneficially own approximately 5.2 million shares of GEG in the aggregate, representing approximately 20% of GEG’s outstanding shares When combined, insider ownership totals approximately 27% of the outstanding shares We believe this level of insider ownership results in a significant and long-term alignment of interest between the shareholders and the insiders of GEG Employee Share Ownership Significant Alignment of Interest Employees of GEG collectively own approximately 1.9 million shares of GEG, representing approximately 7% of GEG’s outstanding shares The directors of GEG beneficially own approximately 6.2 million shares of GEG in the aggregate, representing approximately 23% of GEG’s outstanding shares When combined, insider ownership totals approximately 30% of the outstanding shares We believe this level of insider ownership results in a significant and long-term alignment of interest between the shareholders and the insiders of GEG 18 Strong Shareholder Alignment (1) This includes shares issued under restricted stock awards that are subject to service vesting and is based on the share count pro forma for the vesting of said restricted shares.

Slide 19

Appendix 19

Slide 20

Organization: Structure Great Elm Group, Inc. (“Great Elm” or “GEG”) (NASDAQ: GEG) Great Elm Capital Management, Inc. (“GECM”) Investment advisor to GECC, GESOF, GEOF and SMAs Great Elm Capital Corp. (“GECC”) (NASDAQ: GECC) Publicly traded BDC Great Elm Durable Medical Equipment (“DME”) Business Forest Investments, Inc. (“Forest”) fka Great Elm Capital Group, Inc. (formerly NASDAQ: GEC) 80% Holds ~20.4% shares 100% 80.1% Former owners 19.9% JPM 20% Note: Chart is designed to be illustrative and does not include all entities comprising Great Elm Group, Inc’s corporate structure. 20

Slide 21

21 Appendix: Non-GAAP Reconciliation (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Transaction and integration related costs include costs to acquire and integrate acquired businesses.

Slide 22

22 Appendix: Non-GAAP Reconciliation (cont.): Prior Year Period (1) Previously reported amounts below have been recast to reflect the full retrospective adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity and to conform with current segment organization. (2) Transaction and integration related costs include costs to acquire and integrate acquired businesses.

Slide 23

Investor Relations 800 South Street, Suite 230 Waltham, MA 02453 +1 (617) 375-3006 [email protected] 23 Appendix: Contact Information