EX-99.1 3 geg-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

 

Great Elm Group Reports FISCAL 2023 First QUARTER

financial resulTs

 

Company to Host Conference Call at 9:00 a.m. ET on November 15, 2022

 

WALTHAM, Mass., November 14, 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 first quarter ended September 30, 2022.

 

Fiscal 2023 First Quarter Operating and Financial Highlights

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

 

Consolidated:

Consolidated revenue for the first quarter was $18.6 million, up 12% compared to $16.5 million in the prior-year period.
On a consolidated basis, GEG recognized a net loss of $8.5 million for the first quarter, compared to net income of $0.1 million for the same period in the prior year. The variance was primarily a function of higher losses on investments in shares of Great Elm Capital Corp. (“GECC”), as well as the absence of benefits related to government stimulus recognized in the prior-year period.
Consolidated Adjusted EBITDA for the first quarter ended September 30, 2022 was $2.7 million, compared to $4.3 million in the prior-year period. Removing the government stimulus recognized in the prior year, Consolidated Adjusted EBITDA increased by $0.8 million, or more than 45% compared to the prior-year period, primarily driven by top-line revenue growth.
As of June 30, 2022, we had approximately $821 million of net operating loss (NOL) carryforwards for federal income tax purposes.

 

Investment Management (IM):

IM grew total revenue for the first quarter by 89% to $1.9 million, compared to $1.0 million for the same period in the prior year, primarily attributable to the acquisition of the management agreement for Monomoy Properties REIT, LLC and its subsidiaries (collectively, “Monomoy REIT”).
IM reported a net loss for the first quarter of $6.0 million, compared to a net loss of $0.1 million in the prior-year-period, with the variance primarily a function of higher realized and unrealized losses on GECC shares.
IM recognized Adjusted EBITDA of $0.3 million for the first quarter, compared to $0.1 million in the same period in the prior fiscal year.
IM assets under management totaled $623.9 million as of September 30, 2022, representing 2.8% sequential growth from June 30, 2022, due largely to growth at Monomoy REIT.
IM fee paying assets under management totaled $428.0 million as of September 30, 2022, representing 4.8% sequential growth from June 30, 2022.
Following quarter end, on November 14, 2022, GECC announced that it launched Great Elm Healthcare Finance, LLC (“GEHF”) with an affiliate of Berkadia Commercial Mortgage, LLC (“Berkadia”), its strategic minority partner.
GEHF provides asset-based revolving loans, mortgage financing, secured debt and other capital solutions to healthcare businesses including skilled nursing, assisted living, senior housing, memory and acute care facilities and specialty pharmacies.

 

Operating Companies:

2


Durable Medical Equipment (DME) grew total revenue for the first quarter by 7% to $16.7 million, compared to $15.6 million for the prior-year period.
DME net income for the first quarter was $6.8 million, compared to $2.1 million for the same period in the prior year. The year-over-year increase primarily reflected higher revenue and a $7.0 million benefit related to the fair value adjustment of an embedded derivative that was eliminated in consolidation.
DME Adjusted EBITDA for the first quarter was $3.4 million, compared to $5.1 million for the prior-year quarter. The most recent quarter did not include any benefit related to government stimulus, which totaled $2.3 million in the prior-year period.

 

Management Commentary

 

Peter A. Reed, Chief Executive Officer, stated, “In the first quarter of fiscal 2023, we experienced growth in both of our operating segments. Notably, Investment Management revenue was up approximately 90% year-over-year, and we are investing in talent and infrastructure improvements to further accelerate growth. We remain focused on our long-term strategy of managing a scalable and diversified portfolio of long-duration, permanent capital vehicles that generate fee revenue. Building on this strategy, earlier this month GECC was pleased to announce its partnership with Berkadia in the formation of GEHF, a specialty secured lending platform established to provide capital solutions to healthcare companies across the U.S.”

 

Mr. Reed continued, “Looking ahead, our diverse investment vehicles are well positioned to deploy capital into attractive credit, specialty finance and real estate investments in dislocated markets. We boast a strong and liquid balance sheet, enhanced by our recent, fixed-rate bond offering in June 2022. We intend to continue to make strategic growth investments into existing funds and acquire management rights to long-duration asset management businesses that utilize the expertise of our board of directors and management team.”

 

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 September 30, 2022, Great Elm’s employees and directors (including funds under their management) collectively own or manage approximately 42% of GEG’s total outstanding shares.

 

 

3


Financial Review

 

Fiscal 2023 First Quarter Financial Highlights

 

 

(1)
Please refer to the disclaimers and the Adjusted EBITDA reconciliation tables in the Appendix.

 

Discussion of Financial Results by Segment for the Fiscal Quarter ended September 30, 2022

 

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

 

Investment Management

 

During the three months ended September 30, 2022, IM reported total revenue of $1.9 million, compared to $1.0 million during the same period in the prior year. The increase primarily related to the recently acquired Monomoy REIT management agreement.

 

During the three months ended September 30, 2022, IM recognized a net loss of $6.0 million, compared to a net loss of $0.1 million during the same period in the prior year. The variance was primarily a function of net realized and unrealized loss on investments in GECC shares of $6.8 million compared to $0.3 million in the prior-year quarter, partially offset by an increase in dividends received of $0.8 million related to the Company’s investment in Monomoy REIT.

 

During the three months ended September 30, 2022, IM recognized Adjusted EBITDA of $0.3 million compared to $0.1 million for the same period in the prior year, with higher revenue partially offset by increased operating expenses.

 

Operating Companies

 

During the three months ended September 30, 2022, DME reported $16.7 million in total revenue, compared to $15.6 million during the same period in the prior year. The increase in revenue was primarily attributable to organic growth in resupply revenue, a full quarter of contributions from the MedOne acquisition in August 2021 and improved revenue reserves. This revenue growth was achieved despite ongoing global supply chain issues impacting the durable medical equipment market.

 

During the three months ended September 30, 2022, DME recognized net income of $6.8 million, compared to $2.1 million for the same period in the prior year. The year-over-year increase primarily reflected higher revenue and a $7.0 million benefit in the most recent quarter related to the fair value adjustment of an embedded derivative that was eliminated in consolidation, which compares to a benefit of $0.5 million during the same period in the prior year. In addition, the prior-year period benefitted from $2.3 million in government stimulus whereas no benefit was received during the three months ended September 30, 2022. Absent these items, net income increased by $0.5 million, primarily driven by revenue growth, despite ongoing supply chain challenges.

 

During the three months ended September 30, 2022, DME Adjusted EBITDA was $3.4 million, compared to $5.1 million in the prior-year period. As noted, the prior-year period included $2.3 million in government stimulus claimed under the CARES Act, whereas no such benefit was claimed in the most recent period.

4


 

General Corporate

 

During the three months ended September 30, 2022, General Corporate recognized $0.2 million in revenue, consistent with the level from the same period in the prior year. General Corporate revenue consists of consulting fees charged to subsidiaries and are eliminated in consolidation.

 

During the three months ended September 30, 2022, General Corporate recognized a net loss of $9.3 million, compared to a net loss of $1.8 million during the same period in the prior year. Corporate operating losses remained consistent with the same period in the prior year. The year-over-year variance was mostly a function of unfavorable, nonoperating trends including higher offsetting intercompany charges related to the valuation of the embedded derivative, higher interest expense associated with our recent public notes offering and a higher income tax provision during the current quarter.

 

During the three months ended September 30, 2022, General Corporate recognized ($0.9) million of Adjusted EBITDA, compared to ($1.0) million during the same period in the prior year.

 

Recent Developments

 

In November 2022, GECC announced that it launched GEHF with Berkadia, its strategic minority partner, to offer a wide range of capital solutions to U.S.-based healthcare operators. Headquartered in Nashville, Tennessee, GEHF is led by CEO, Michael Gervais who brings over 30 years of experience in the healthcare finance industry and has successfully launched multiple healthcare lending platforms during his career.

 

GEHF provides asset-based revolving loans, mortgage financing, secured debt and other capital solutions to healthcare business including skilled nursing, assisted living, senior housing, memory and acute care facilities and specialty pharmacies.

 

 

Fiscal 2023 First Quarter Conference Call & Webcast Information

 

When: Tuesday, November 15, 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/934406621. 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, diversified holding company that is building a business across two operating verticals: Investment Management and Operating Companies. 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

5


 

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.

 

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.

 

 

Investor Relations Contact:

Michael Kim

investorrelations@greatelmcap.com

 

6


Great Elm Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

Dollar amounts in thousands (except per share data)

 

ASSETS

 

September 30, 2022

 

 

June 30, 2022

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,265

 

 

$

23,595

 

Accounts receivable

 

 

5,854

 

 

 

5,867

 

Related party receivables

 

 

2,578

 

 

 

2,445

 

Investments, at fair value (cost $62,531 and $68,766, respectively)

 

 

40,624

 

 

 

48,042

 

Inventories

 

 

1,017

 

 

 

898

 

Prepaid and other current assets

 

 

1,391

 

 

 

1,050

 

Assets of Consolidated Fund:

 

 

 

 

 

 

Investments, at fair value (cost $0 and $2,432, respectively)

 

 

-

 

 

 

1,797

 

Prepaid expenses

 

 

-

 

 

 

746

 

Total current assets

 

 

74,729

 

 

 

84,440

 

Property and equipment, net

 

 

503

 

 

 

538

 

Equipment held for rental, net

 

 

7,923

 

 

 

7,504

 

Identifiable intangible assets, net

 

 

18,592

 

 

 

19,171

 

Goodwill

 

 

52,463

 

 

 

52,463

 

Right of use assets

 

 

3,815

 

 

 

3,722

 

Other assets

 

 

253

 

 

 

249

 

Total assets

 

$

158,278

 

 

$

168,087

 

LIABILITIES, NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

6,340

 

 

$

6,038

 

Accrued expenses and other liabilities

 

 

5,814

 

 

 

7,389

 

Deferred revenue

 

 

1,250

 

 

 

1,218

 

Current portion of related party payables

 

 

73

 

 

 

486

 

Current portion of lease liabilities

 

 

1,684

 

 

 

1,559

 

Current portion of related party notes payable

 

 

5,661

 

 

 

-

 

Current portion of equipment financing debt

 

 

3,909

 

 

 

2,993

 

Liabilities of Consolidated Fund - accrued expenses and other

 

 

-

 

 

 

11

 

Total current liabilities

 

 

24,731

 

 

 

19,694

 

Lease liabilities, net of current portion

 

 

2,342

 

 

 

2,375

 

Long term debt (face value $26,945)

 

 

25,597

 

 

 

25,532

 

Related party payables

 

 

1,050

 

 

 

1,120

 

Related party notes payable, net of current portion

 

 

-

 

 

 

6,270

 

Convertible notes (face value $36,085, including $14,653 and $15,133 held by related parties, respectively)

 

 

35,216

 

 

 

35,187

 

Redeemable preferred stock of subsidiaries (held by related parties, face value $35,417 and $35,824, respectively)

 

 

34,450

 

 

 

34,747

 

Other liabilities

 

 

977

 

 

 

908

 

Total liabilities

 

 

124,363

 

 

 

125,833

 

Contingently redeemable non-controlling interest

 

 

2,887

 

 

 

2,225

 

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 30,046,829 shares issued and 28,774,320 outstanding at September 30, 2022; and 28,932,444 shares issued and 28,507,490 outstanding at June 30, 2022

 

 

29

 

 

 

29

 

Additional paid-in-capital

 

 

3,313,597

 

 

 

3,312,763

 

Accumulated deficit

 

 

(3,287,587

)

 

 

(3,279,296

)

Total Great Elm Group, Inc. stockholders' equity

 

 

26,039

 

 

 

33,496

 

Non-controlling interests

 

 

4,989

 

 

 

6,533

 

Total stockholders' equity

 

 

31,028

 

 

 

40,029

 

Total liabilities, non-controlling interest and stockholders' equity

 

$

158,278

 

 

$

168,087

 

 

7


.

8


Great Elm Group, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Amounts in thousands (except per share data)

 

 

 

For the three months ended September 30,

 

 

 

2022

 

 

2021

 

Revenues:

 

 

 

 

 

 

Durable medical equipment sales and services revenue

 

$

11,028

 

 

$

10,076

 

Durable medical equipment rental income

 

 

5,691

 

 

 

5,479

 

Investment management revenue

 

 

1,860

 

 

 

983

 

Total revenues

 

 

18,579

 

 

 

16,538

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

Cost of durable medical equipment sold and services

 

 

4,340

 

 

 

4,060

 

Cost of durable medical equipment rentals(1)

 

 

2,050

 

 

 

1,850

 

Durable medical equipment other operating expenses(2)

 

 

8,971

 

 

 

6,253

 

Investment management expenses

 

 

1,989

 

 

 

1,187

 

Depreciation and amortization

 

 

681

 

 

 

562

 

Selling, general and administrative(3)

 

 

1,487

 

 

 

1,573

 

Expenses of Consolidated Fund

 

 

46

 

 

 

52

 

Total operating costs and expenses

 

 

19,564

 

 

 

15,537

 

Operating (loss) income

 

 

(985

)

 

 

1,001

 

Dividends and interest income

 

 

1,473

 

 

 

653

 

Net realized and unrealized loss on investments

 

 

(6,797

)

 

 

(14

)

Net realized and unrealized loss on investments of Consolidated Fund

 

 

(16

)

 

 

(189

)

Interest expense

 

 

(1,996

)

 

 

(1,362

)

Extinguishment of debt

 

 

(23

)

 

 

-

 

Other income, net

 

 

1

 

 

 

16

 

(Loss) income before income taxes

 

 

(8,343

)

 

 

105

 

Income tax (expense) benefit

 

 

(196

)

 

 

1

 

Net (loss) income

 

$

(8,539

)

 

$

106

 

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

 

 

(248

)

 

 

306

 

Net loss attributable to Great Elm Group, Inc.

 

$

(8,291

)

 

$

(200

)

Basic and diluted loss per share

 

$

(0.29

)

 

$

(0.01

)

Weighted average shares outstanding

 

 

 

 

 

 

Basic

 

 

28,543

 

 

 

25,982

 

Diluted

 

 

28,543

 

 

 

25,982

 

 

 

 

 

 

 

 

(1) Includes depreciation expense of:

 

 

1,889

 

 

 

1,688

 

(2) Net of CARES Act Stimulus of:

 

 

-

 

 

 

2,321

 

(3) Net of CARES Act Stimulus of:

 

 

-

 

 

 

84

 

 

 

9


Great Elm Group, Inc.

Reconciliation from EBITDA to Adjusted EBITDA - Quarterly

Dollar amounts in thousands

 

 

 

 

(1)
Transaction and integration related costs include costs to acquire and integrate acquired businesses.

 

 

 

 

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