Great Elm Group, Inc. 7.25% Notes due 2027 (GEGGL) Q3 2021 Earnings Report, Transcript and Summary

Hello. My name is Philip, and I will be your conference operator today. At this time, I would like to welcome everyone to the Great Elm Group, Inc. Q3 2021 Conference Call and Webcast. [Operator Instructions] I'd now like to turn the call over to your host, Jeehae Linford. Please go ahead.

Thank you, and good afternoon, everyone. Thank you for joining us for Great Elm Group's Fiscal Third Quarter 2021 Earnings Conference Call. As a reminder, this conference call is being recorded on Friday, May 14, 2021. If you would like to be added to our distribution list, you can e-mail investorrelations@greatelmcap.com or you can sign up for alerts directly on our website, www.greatelmgroup.com. The slide presentation accompanying today's conference call and webcast can be found on our website under Events and Presentations. A link to the webcast is also available on our website as well as in the press release that was disseminated to announce the quarterly results. I'd like to call your attention to the customary safe harbor statement regarding forward-looking information. Also, please note that nothing in today's call constitutes an offer to sell or a solicitation of offers to purchase our securities. Today's conference call includes forward-looking statements and projections, and we ask that you refer to Great Elm Group's filings with the SEC for important factors that could cause actual results to differ materially from these projections. Great Elm Group does not undertake to update its forward-looking statements unless required by law. To obtain copies of SEC filings, please visit Great Elm Group's website under Financial Information and select SEC filings. Hosting the call today is Peter Reed, Great Elm Group's Chief Executive Officer. I will now turn the call over to Peter. Please go ahead.

Welcome, everyone, and thank you for joining us today. I'm joined this afternoon by our President and COO, Adam Kleinman; and our CFO, Brent Pearson. I will begin with a general overview and key highlights for the quarter. Brent will discuss our financial results in greater detail. And then I'll return for closing remarks. For those who may not be as familiar with Great Elm Group, I'll take a brief moment to review our general structure and strategy. Great Elm is a holding company and our objective is to create shareholder value through the collective efforts driving our 3 verticals, each of which employ a distinct strategy. In our operating companies, we currently manage Great Elm Durable Medical Equipment, or DME, a distributor of respiratory care equipment and sleep study services. In Investment Management, we seek to increase the assets under management, both in Great Elm Capital Corp. to publicly traded BDC and in other investment vehicles managed by Great Elm Capital Management, or GECM. In real estate, we're managing our existing investment in our Fort Myers property to monetize our substantial tax assets. Turning to results for our fiscal 2021 third quarter ended March 31, 2021. Overall, I'm pleased to report we had another productive quarter and that we are seeing positive momentum across our business. During the quarter, DME resumed its acquisition program and on March 1, announced the acquisition of Advanced Medical DME, LLC and PM Sleep Lab, LLC or as we refer to as AMPM for $1.1 million. This acquisition fits squarely within our stated strategy of utilizing tuck-in acquisitions as an avenue for growth. The acquisition of AMPM expands and complements the company's existing operating footprint in the Midwestern U.S. with the addition of 6 locations in Kansas and entry into Missouri with 3 locations. Furthermore, DME welcomed over 2,500 active patients through this transaction, meaningfully increasing the patient base, which provides a full range of respiratory durable medical equipment and PAP resupply. DME will also have the opportunity to introduce ventilator and oxygen services and gain additional referral opportunities from the new networks. We also anticipate there will be benefits from increased operating leverage from both operational efficiencies as well as other cost savings, including procurement savings through pricing and volumes. After a period of investment and preparation laying the groundwork to expand DME, it is gratifying to announce the transaction we're optimistic for future acquisition opportunities at DME. In terms of the underlying DME business, the fiscal third quarter results reflect the continued impact of COVID-19. DME generated revenue of $13.1 million, a decrease of 7% from $14.1 million in the prior year period. While the business experienced organic growth in CPAP resupply sales, increased revenue reserve adjustments and continued softness in our referral pipeline for new equipment setups, which tend to be driven by in-house or external sleep studies impacted this part of the business and overall revenue. With a vaccine-led economic reopening on the horizon, we believe the DME business is poised to benefit from a broad-based recovery as people begin to return to normalcy. In the meantime, DME has been proactively assessing its eligibility to apply for government programs targeted to businesses impacted by the pandemic. Accordingly, DME applied and was able to claim $2.2 million in employee retention credits under the Enhanced CARES Act during the quarter, which significantly reduced overall operating expenses. As a result, for the fiscal third quarter 2021, DME adjusted EBITDA was $3.4 million compared to $2.5 million in the prior year period. Turning to our Investment Management segment. Our objective in Investment Management is to grow our management fee and incentive fee revenues and the associated profitability by increasing our AUM. In order to do this, we seek to increase GECC's equity capital, which typically requires the shares trading at or above book value. We believe that we can make GECC shares more attractive to investors by increasing the dividend yield as well as having a higher percentage of GECC's portfolio comprised of investments that are proprietary to GECC. Our interest in the specialty finance sector for GECC serves both of these goals. First, by owning the equity of highly profitable specialty finance businesses, GECC's overall yield and dividend paying capacity increases. Additionally, as we have seen with GECC's investment in Prestige Capital, specialty finance businesses frequently originate proprietary transactions with higher yields than the leveraged loan alternatives despite having less corporate credit risk than those same alternatives. During the quarter, Investment Management took several significant actions to drive further growth. GECC's NAV increased by over 12% and GECC deployed significant cash into yield generating assets in the quarter. These actions should position GECM to earn higher fees in coming quarters. Finally, we took steps to simplify our balance sheet and corporate structure through a series of previously announced transactions at one of our Investment Management subsidiaries, GECC GP Corp. As a result, Investment Management's ownership of GECC GP Corp increased from 80.1% to 98%, which will result in a greater share of Investment Management profits for GEG. We anticipate further simplifying our balance sheet and corporate structure in the future. Also, in the third quarter, Investment Management began to fully deploy capital into special-purpose acquisition companies or SPACs, through a recently created fund, the Great Elm SPAC Opportunity Fund. We invested $10 million to help seed this vehicle, which we hope will contribute to increased assets under management for the Investment Management business and help drive additional fee revenue. Finally, subsequent to quarter end, GECC entered into a 3-year $25 million revolving credit facility with City National Bank with an interest rate on borrowings of LIBOR plus 3.50%. This facility will allow GECC to more efficiently manage its liquidity and to take advantage of attractive investment opportunities, especially in the specialty finance sector. On the general corporate front, we continue to maintain strong oversight on costs. Operating expenses was steady compared to the same period last year, but increased relative to the last quarter due to increased management fees at our subsidiary, Forest. With that, I'll turn it over to Brent to discuss our financial results for the quarter in more detail, and then I'll return for a few closing remarks. Brent?

Thanks, Pete. I'll provide a brief overview, and of course, welcome all of you to review our filings in greater detail or reach out to our team with questions you may have. During the quarter ended March 31, 2021, we reported consolidated revenue of $15.1 million, net loss of $2.9 million and adjusted EBITDA of $3.6 million. For the same period last year, we reported consolidated revenue of $16.2 million, net loss of $11.9 million and adjusted EBITDA of $2.6 million. Great Elm reports the results of each of our 3 operating segments, including Durable Medical Equipment, Investment Management and Real Estate as well as unallocated general corporate activity. We'll begin the review with Durable Medical Equipment. For the fiscal third quarter, DME generated $13.1 million in revenue compared to $14.1 million last year. Gross medical equipment sales revenue grew by $0.3 million year-over-year, primarily attributable to organic growth of CPAP supply sales. However, revenue generated by sleep studies and rental revenues continued to be softened due to the ongoing impact of the pandemic. Gross sleep revenue was relatively flat year-over-year while gross rental revenues were down $0.8 million year-over-year. Furthermore, we also incurred increased revenue reserve adjustments across these revenue sources compared to last year. As Pete mentioned, we closed the acquisition of AMPM on March 1, and therefore, our results have 1 month of contributions from the acquired business. Adjusted EBITDA at DME for the quarter was $3.4 million compared to $2.5 million last year. Adjusted EBITDA increased primarily due to a benefit of $2.2 million related to employee retention credits claimed during the quarter that significantly offset DME's operating expenses. The net loss of $5.1 million at DME compares to a net loss of $1.4 million last year. The net loss was primarily impacted by a $4.8 million charge related to a fair value adjustment on an embedded derivative and preferred stock. This preferred stock was issued by the Durable Medical Equipment business as part of the JPMorgan financing transaction that occurred in December 2020. It is held by a general corporate entity, Forest Investments, Inc. Therefore, this charge results in a corresponding benefit at our general corporate segment and eliminates some consolidation. Next, turning to Investment Management. For the fiscal third quarter, Investment Management generated $0.7 million in revenue compared to $0.8 million last year. The slightly lower revenue was due to the ongoing impact of COVID-19 on the average assets of our managed funds on which such fees are calculated for this segment. Net loss of the Investment Management segment was $0.3 million and compares to a net income of $0.5 million in the segment last year. Adjusted EBITDA was $16,000 this quarter compared to $0.3 million last year. Adjusted EBITDA was impacted primarily by an increase in allocated payroll costs and consulting fees. Next, I'll discuss our Real Estate segment. As those of you following Great Elm know, our Real Estate segment is composed of our investment in 2 Class A office building properties located in Fort Myers, Florida. The key components of financial results in this segment are rental revenues, depreciation on rental properties and interest expense on the related debt and mortgage of our property. Our Real Estate investment required a limited amount of upfront capital to be deployed, benefits from a significant amount of nonrecourse leverage and receive stable, consistent taxable income to help monetize our NOLs. For the fiscal third quarter, we generated $1.3 million in rental income, $73,000 in net income and $1.1 million of adjusted EBITDA. During the fiscal third quarter last year, we generated $1.3 million in rental income, $67,000 in net income and $1.2 million of adjusted EBITDA. Our financial results for this segment has been generally consistent year-over-year, owing to the nature of the investment. Moving on to the general corporate segment. For the fiscal third quarter, revenue for general corporate was $0.2 million compared to $34,000 for the same period last year. General corporate revenue increased primarily due to a management fee charged to our 80% owned subsidiary, Forest Investments of $0.1 million. Net income for the current quarter was $2.4 million compared to a net loss of $11.1 million last year. Net income for this quarter included net unrealized loss of $1.1 million on GECC stock, which compares to a net unrealized loss of $9.8 million on GECC stock for the third quarter last year. Offsetting these unrealized losses, our corporate segment recognized a $4.8 million benefit from the fair value adjustment of the embedded derivative discussed previously. In addition, general corporate earned $1.8 million in dividend income from GECC compared to $0.5 million earned during the same quarter last year. The increase in dividend income corresponds with our increased investment in GECC through our participation in the rights offering in October as well as through stock distributions received. General corporate adjusted EBITDA for the current quarter was negative $1.0 million compared to negative $1.4 million last year. Great Elm's efforts in reducing overhead continue, primarily with regards to audit and public company expenses, and these savings continue to flow through on a comparative basis. We continue to look for further measures in streamlining our corporate overhead. Turning to our financial position at quarter end. At March 31, 2021, we had unrestricted cash of $24.3 million. We also hold 5.5 million shares of GECC common stock equal to approximately 23.6% of the total shares outstanding and with an estimated fair value of $18.8 million as of March 31, 2021. In addition, we hold $10 million in SPAC investments, which are held to the Great Elm SPAC Opportunity Fund. This concludes my financial review of the quarter, and I'll turn it back to Pete for closing remarks.

Thanks, Brent. We are pleased to have made tangible progress this quarter, including resuming acquisition activity at DME and further positioning Investment Management for growth as we cleaned up the corporate structure, fully implemented the new SPAC fund and acquired incremental funding capability. We also saw increasing momentum in terms of origination activity and portfolio improvement at GECC, which should drive future revenue at GECM. And we are optimistic heading into the rest of the calendar year. Over the last year, we believe we have taken the necessary actions in order to position our businesses for long-term success. We invested substantial time and resources in our DME platform, and we are now well positioned to take advantage of a reopening economy and more normal operating conditions. In Investment Management, we believe our portfolio has notably improved in quality, and the new revolving credit facility at GECC will provide additional flexibility for future growth. In closing, I will comment on a topic that many of you, who have been following us know well, and that is the extent to which our team and insiders are aligned with our shareholders in terms of their ownership in the company. Currently, our team at Great Elm collectively owns almost 2 million shares or 8% of the company, including our Board of Directors and their funds under management. Insiders collectively own or manage approximately 28% of the shares outstanding. This dynamic clearly fosters a significant and long-term alignment of interest among the employees, directors and other shareholders at Great Elm. With that, we will turn the call over to the operator to open for questions.

[Operator Instructions] I'd now like to turn the call back to management for closing remarks.

Thank you again for joining us today. We look forward to speaking to you again next quarter.

That does conclude today's conference. Thank you for participating. You may now disconnect. Have a great day.