| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America ( US GAAP ) requires the Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates all of these estimates and assumptions. The most important of these estimates and assumptions relate to revenue recognition, the valuation of excess and obsolete inventories, depreciable lives of equipment, impairment of long lived tangible and intangible assets, valuation allowance for deferred tax assets, fair value measurements including stock-based compensation and contingent consideration, estimates associated with the application of acquisition accounting, and the value of lease liabilities and corresponding right to use assets. Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates. In addition, the historical results of the real estate business operating segment have been reflected in the accompanying consolidated statements of operations for the year ended June 30, 2021 as discontinued operations. See Note 5 – Discontinued Operations. Principles of Consolidation The Company consolidates the assets, liabilities, and operating results of its wholly-owned subsidiaries, majority-owned subsidiaries, and subsidiaries in which we hold a controlling financial interest as of the financial statement date. In most cases, a controlling financial interest often reflects ownership of a majority of the voting interests. We consolidate a variable interest entity ( VIE ) when we possess both the power to direct the activities of the VIE that most significantly impacts its economic performance and we are either obligated to absorb the losses that could potentially be significant to the VIE or we hold the right to receive benefits from the VIE that could potentially be significant to the VIE. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the parent company’s equity or outside of permanent equity for non-controlling interests that are contingently redeemable. See Note 16 – Non-Controlling Interests and Preferred Stock of Subsidiary. Results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations. Segments The Company has two business operating segments: durable medical equipment and investment management with general corporate representing unallocated costs and activity to arrive at consolidated operations. The Company regularly reviews each segment for purposes of allocating resources and assessing performance. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. Cash equivalents consist primarily of exchange-traded money market funds. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Accounts Receivable Substantially all of the accounts receivable balance relates to the durable medical equipment business. Accounts receivable are customer obligations due under normal sales and rental terms and represent the amount estimated to be collected from the patient customers and, if applicable, the third-party private insurance provider or government program (collectively, Payors ), based on the contractual agreements. The Company does not require collateral in connection with its customer transactions and aside from verifying insurance coverage, does not perform credit checks on patient customers. Revenue and accounts receivable have been constrained to the extent that billed amounts exceed the amounts estimated to be collected. The constrained transaction price relates primarily to expected billing adjustments with the Payors and patient customers. Management’s evaluation of variable consideration takes into account such factors as past experience, information about specific receivables, Payors and patient customers. The revenue reserves related to constraints on variable consideration were $ 1.9 million and $ 2.5 million as of June 30, 2022 and 2021 , respectively. The Company recognized a reduction to revenue of $ 3.5 million and $ 5.9 million related to such constraints during the years ended June 30, 2022 and 2021. See Note 3 – Revenue. The assessment of variable consideration to be constrained is based on estimates, and ultimate losses may vary from current estimates. As adjustments to these estimates become necessary, they are reported in earnings in the periods in which they become known. There were no material adjustments to revenues made in the year ended June 30, 2022 relating to prior periods. Changes in variable consideration are recorded as a component of net revenues. The Company generally does not allow returns from providers for reasons not covered under the manufacturer’s standard warranty. Therefore, there is no provision for sales return reserves. The Company does not have significant bad debt experience with Payors, and therefore the allowance for doubtful accounts is immaterial. As of June 30, 2022 the Company had unbilled receivables of approximately $ 0.4 million that relate to transactions where the Company has the ultimate right to invoice a Payor under the terms of the arrangement, but are not currently billed and are therefore contract assets. Such contract assets are included in accounts receivable in the consolidated balance sheets. Investments Investments include investments in GECC, Monomoy Properties UpREIT, the operating partnership of Monomoy REIT ( Monomoy UpREIT ), and other private funds, which are carried at fair value. Fair Value Measurements Certain assets and liabilities are carried at fair value under US GAAP. See Note 8 – Fair Value Measurements. Property, Equipment and Rental Equipment The Company records property and equipment acquired at cost. The costs of property acquired from asset acquisitions or business combinations is recorded at fair value at the date of acquisition based on its estimated replacement costs. Within the durable medical equipment businesses, the Company capitalizes the cost of equipment predominantly leased out to patient customers within equipment held for rental, net. These purchases are classified as cash outflows from investing activities when they are paid. The Company capitalizes the cost of equipment predominantly sold to patient customers within inventories. These purchases are classified as cash outflows from operating activities when they are paid. A portion of equipment recorded within equipment held for rental, net, could ultimately be sold. A portion of equipment recorded within inventories could ultimately be leased. Management is not able to accurately project the ultimate use of equipment, which in many cases is determined by Payor reimbursement terms, and has therefore adopted the above stated policy. Management has estimated the useful lives of equipment leased to customers where title ultimately transfers to customers (e.g., capped rentals, typically 13 months with title transfer) based upon an analysis of ultimate disposition of rental equipment, some of which is returned to the Company and either re-leased or sold. The Company recognizes depreciation in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives, which considers the term of lease for any leased assets. The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset. The Company charges expenditures for maintenance and repairs to operations in the periods incurred. When assets are sold, the asset and accumulated depreciation are eliminated, and a gain or loss is recognized in operating income. Depreciation is recognized using the straight-line method over their estimated useful lives as follows:
Description Life in Years
Property and Equipment
Leasehold improvements lesser of 7 years or life of the lease
Vehicles 5
Sleep study equipment 5
Furniture and fixtures 1 to 5
Computer equipment and software 3
Rental Equipment
Medical equipment for lease 1 to 5 Inventories Inventories, which principally consist of durable medical equipment and related supplies that are predominantly sold, are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company reduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in customer demand, technology developments or other economic factors. The Company bases its provisions for excess, expired and obsolete inventory primarily on purchasing activity and usage. A significant change in the timing or level of demand for our products as compared with forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future. As the Company purchases all of its inventories, all inventories are categorized as finished goods. There were no significant write-offs during the year ended June 30, 2022 . Goodwill and Other Identifiable Intangible Assets Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized for US GAAP purposes. Instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. We perform our annual impairment test on the first day of the fiscal fourth quarter, or as required when impairment triggering events are identified. The Company amortizes its identifiable intangible assets over their estimated useful lives using a discounted cash flow attribution or straight-line methods as determined appropriate for each identifiable intangible asset. The Company amortizes its identifiable intangible assets over periods ranging from five to fifteen years . Long-lived Assets Long-lived assets include property and equipment, intangible assets and the right to use asset. These assets are evaluated for potential impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable based on undiscounted cash flows. If an impairment is indicated, the Company records the impaired asset at fair value and records a charge to operations. Leases and Right of Use Assets We determine if an arrangement is a lease at inception. As of June 30, 2022, all of our leases are operating leases. Operating leases are included in right of use ( ROU ) assets, current portion of lease liabilities and lease liabilities net of current portion in the consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide a readily determinable implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU assets also include any lease payments made and adjustments recorded in acquisition accounting. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, primarily consisting of common area maintenance charges, and have elected the practical expedient to account for lease and non-lease components together as a single lease component. Cost of Durable Medical Equipment Sold and Services Cost of durable medical equipment sold and services is comprised of costs included in inventory for medical equipment sold and direct costs associated with providing sleep study services, including staff to perform the studies and supplies used in the studies. Cost of Durable Medical Equipment Rentals Cost of rentals includes depreciation on medical equipment held for lease and related maintenance expenses. Durable Medical Equipment Other Operating Expenses The Company classifies direct expenses of its durable medical equipment segment, including payroll, facilities and equipment costs, professional fees and other administrative costs, in durable medical equipment other operating expenses in the accompanying consolidated statements of operations. Investment Management Expenses The Company classifies all direct expenses of its investment management segment including: payroll, stock-compensation, and related taxes and benefits; facilities costs; and consulting; in investment management expenses in the accompanying consolidated statements of operations. Depreciation and Amortization The Company has separately presented depreciation and amortization expense, except for depreciation expense which is included in cost of durable medical equipment rentals as described above. Such depreciation and amortization expense is based on the estimated useful lives of the underlying assets. Stock-based Compensation Stock-based compensation costs for eligible employees and directors are measured at fair value on the date of grant and are expensed over the requisite service period using a straight-line attribution method for the entire award that are subject to only service vesting conditions. Awards with both performance and service requirements are expensed using a graded vesting attribution method over the requisite service periods. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary, in order to reduce deferred tax assets to the amounts more likely than not to be recovered. The Company has established a valuation allowance for its deferred tax assets that are not recoverable from taxable temporary differences because the Company is unable to conclude that future utilization of a portion of its net operating loss carryforwards and other deferred tax assets is more likely than not. The calculation of the Company’s tax positions involves dealing with uncertainties in the application of complex tax regulations for federal and several different state tax jurisdictions. The Company is periodically reviewed by tax authorities regarding the amount of taxes due. These reviews include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. The Company does not recognize income tax benefits for positions that it takes on its income tax returns that do not meet the more likely than not standard on its technical merits. Asset Acquisitions and Business Combinations Asset acquisitions are accounted for using the cost accumulation method while business combinations are accounted for at fair value. Determining whether the acquired set represents an asset acquisition or a business combination requires quantitative and qualitative assessments that require judgment. In an asset acquisition, acquisition costs are capitalized as part of the acquired set. The accounting for asset acquisitions requires estimates and judgment to allocate the costs incurred to acquire the assets among the assets acquired using their relative fair value. As such, the values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. In a business combination, acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses; previously held equity interests are valued at fair value upon the acquisition of a controlling interest; restructuring costs associated with a business combination are expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date affect income tax expense. Measurement period adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed. The fair value of contingent consideration is remeasured each period based on relevant information and changes to the fair value are included in the operating results for the period within general and administrative expense. Net Income (Loss) Per Share The following table presents the calculation of basic and diluted earnings (loss) per share:
For the years ended June 30,
(in thousands except per share amounts) 2022 2021
Loss from continuing operations $ ( 15,037 ) $ ( 8,519 )
Income from discontinued operations, net of tax - 649
Net loss $ ( 15,037 ) $ ( 7,870 )
Less: net loss attributable to non-controlling interest, continuing operations ( 144 ) ( 648 )
Less: net income attributable to non-controlling interest discontinued operations - 53
Net loss attributable to Great Elm Group, Inc. $ ( 14,893 ) $ ( 7,275 )
Weighted average shares basic and diluted:
Weighted average shares of common stock outstanding 26,784 25,722
Weighted average shares used in computing income (loss) per share 26,784 25,722
Basic and diluted income (loss) per share from:
Loss from continuing operations $ ( 0.56 ) $ ( 0.31 )
Income from discontinued operations - 0.03
Net loss per share $ ( 0.56 ) $ ( 0.28 ) When calculating earnings per share, we are required to adjust for the dilutive effect of common stock equivalents. As of June 30, 2022 the Company had 13,839,273 potential shares of common stock, including 10,392,545 shares of common stock issuable upon the conversion of the Company’s convertible notes, that are not included in the diluted net income (loss) per share calculation because to do so would be anti-dilutive. As of June 30, 2021, the Company had 13,289,022 potential shares of common stock, including 9,891,734 shares of common stock issuable upon the conversion of the Company’s convertible notes, that are not included in the diluted net income (loss) per share calculation because to do so would be antidilutive. As of June 30, 2022 and 2021, the Company had an aggregate of 1,216,481 and 732,909 issued shares, respectively, that are subject to forfeiture by the employee at a nominal price if service and/or performance milestones are not met. The Company does not account for such shares as being outstanding for accounting purposes since they are unvested and subject to forfeiture. Restrictions on Subsidiary Dividends The ability of HC LLC to pay dividends is subject to compliance with the restricted payment covenants under the DME Revolver. Concentration of Risk The Company’s net investment revenue and receivables from continuing operations are primarily attributable to the management of one investment vehicle, GECC. See Note 7 – Related Party Transactions. The Company’s durable medical equipment revenue and related accounts receivable are concentrated with third-party Payors. The following table summarizes customer concentrations as a percentage of revenues:
For the years ended June 30,
2022 2021
Government Payor 35 % 37 %
Third-party Payor 12 % 12 % The following table summarizes customer concentrations as a percentage of accounts receivable:
As of June 30,
2022 2021
Government Payor 29 % 30 %
Third-party Payor 14 % 14 % Recently Adopted Accounting Standards Accounting for Convertible Instruments In August 2020, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) 2020-06 , Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by eliminating certain separation models. Under ASU 2020-06, a convertible debt instrument will generally be reported as a single liability at its amortized cost with no separate accounting for embedded conversion features. Consequently, the interest rate of convertible debt instruments will be closer to the coupon interest rate. In addition, ASU 2020-06 eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The guidance in this ASU is effective for fiscal years beginning after December 31, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this ASU on July 1, 2021 under the full retrospective method. When our Convertible Notes were originally issued on February 29, 2020, we recorded a $ 12.6 million discount to additional paid-in capital and against the Convertible Notes due to the existence of a cash conversion feature. Upon adoption we reversed this entry to additional-paid in capital and the Convertible Notes in all periods presented, and reversed any life-to-date interest expense and deferred tax expense associated with the amortization of the discount as an adjustment to beginning retained earnings of the prior year. As a result of the application of the retrospective adoption of ASU 2020-06, certain line items in our consolidated financial statements and related notes were adjusted as follows:
As of June 30, 2021
Consolidated Balance Sheet Impact As Reported (1) ASU 2020-06 Adjustment As Adjusted (1)
Liabilities
Convertible notes $ 22,054 $ 11,279 $ 33,333
Other liabilities 1,070 ( 155 ) 915
Total Liabilities 95,321 11,124 106,445
Stockholders' equity
Additional paid-in-capital 3,319,767 ( 12,154 ) 3,307,613
Accumulated deficit ( 3,265,433 ) 1,030 ( 3,264,403 )
Total Great Elm Group, Inc Stockholder's Equity 54,360 ( 11,124 ) 43,236
Total Stockholder's Equity 63,909 ( 11,124 ) 52,785
For the year ended June 30, 2021
Consolidated Statement of Operations Impact As Reported (1) ASU 2020-06 Adjustment As Adjusted (1)
Non-operating expenses
Interest expense $ ( 5,620 ) $ 671 $ ( 4,949 )
Net loss from continuing operations
Loss from continuing operations, before income taxes ( 7,515 ) 671 ( 6,844 )
Income tax expense ( 1,813 ) 138 ( 1,675 )
Loss from continuing operations ( 9,328 ) 809 ( 8,519 )
Discontinued operations:
Income from discontinued operations, net of tax 649 649
Net loss ( 8,679 ) 809 ( 7,870 )
Less: net loss attributable to non-controlling interest, continuing operations ( 648 ) ( 648 )
Less: net income attributable to non-controlling interest, discontinued operations 53 53
Net loss attributable to Great Elm Group ( 8,084 ) 809 ( 7,275 )
Net loss per share (basic and diluted) ( 0.31 ) 0.03 ( 0.28 )
For the year ended June 30, 2021
Consolidated Statements of Stockholders' Equity Impact As Reported (1) ASU 2020-06 Adjustment As Adjusted (1)
Net loss ( 8,084 ) 809 ( 7,275 )
Accumulated Deficit ( 3,265,433 ) 1,030 ( 3,264,403 )
Total Great Elm Group, Inc. Stockholder's Equity 54,360 ( 11,124 ) 43,236
Total Stockholder's Equity 63,909 ( 11,124 ) 52,785
For the year ended June 30, 2021
Consolidated Statement of Cash Flows Impact As Reported (1) ASU 2020-06 Adjustment As Adjusted (1)
Net loss ( 8,679 ) 809 ( 7,870 )
Non-cash interest and amortization of capitalized issuance costs 2,522 ( 671 ) 1,851
Deferred tax expense 684 ( 138 ) 546
Net cash provided by (used in) operating activities - continuing operations ( 20,907 ) - ( 20,907 )
Net cash provided by operating activities - discontinued operations 1,931 - 1,931
Net cash provided by (used in) operating activities ( 18,976 ) - ( 18,976 )
Net cash used in investing activities - continuing operations ( 19,839 ) - ( 19,839 )
Net cash provided by investing activities - discontinued operations 4,357 - 4,357
Net cash used in investing activities ( 15,482 ) - ( 15,482 )
Net cash provided by financing activities - continuing operations 20,666 - 20,666
Net cash used in financing activities - discontinued operations ( 2,326 ) - ( 2,326 )
Net cash provided by financing activities 18,340 - 18,340
Net increase (decrease) in cash and cash equivalents ( 16,118 ) - ( 16,118 )
Cash and cash equivalents at beginning of year 40,500 - 40,500
Cash and cash equivalents at end of year 24,382 - 24,382 (1) The As Reported column refects amounts originally reported in our Form 10-K filed on September 21, 2021. The As Adjusted column reflects recast amounts reported in our Form 8-K filed on May 5, 2022. Recently Issued Accounting Standards Current Expected Credit Losses In June 2016, the FASB issued ASU 2016-13 , Financial Instruments – Credit Losses (Topic 326) , which changes the impairment model for financial instruments, including trade receivables from an incurred loss method to a new forward looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical experience, current information and reasonable and supportable forecasts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04 , Reference Rate Reform (Topic 848): facilitation of the Effects of Reference Rate Reform on Financial Reporting, in response to the United Kingdom Financial Conduct Authority which announced the desire to phase out the use of London Interbank Offered Rate ( LIBOR ) by the end of 2021. The provisions provide optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions affected by reference rate reform on financial reporting due to the cessation of LIBOR if certain criteria are met. If LIBOR ceases to exist, we may need to renegotiate outstanding notes payable outstanding which extend beyond 2021 with the respective counterparties. Adoption of the provisions in ASU 2020-04 are optional and effective from March 12, 2020 through December 31, 2022. The Company is considering the optionality of ASU 2020-04 and is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements. |
