Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Sep. 01, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GREAT ELM GROUP, INC. | ||
Entity Central Index Key | 0001831096 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 25,957,187 | ||
Entity Public Float | $ 57,971,831 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-39832 | ||
Entity Tax Identification Number | 85-3622015 | ||
Entity Address, Address Line One | 800 South Street | ||
Entity Address, Address Line Two | Suite 230 | ||
Entity Address, City or Town | Waltham | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02453 | ||
City Area Code | 617 | ||
Local Phone Number | 375-3006 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Title of each class | Common stock, par value $0.001 per share | ||
Trading Symbol | GEG | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 24,382 | $ 40,500 |
Accounts receivable | 6,518 | 7,991 |
Related party receivables | 1,665 | 1,059 |
Investments, at fair value | 24,044 | 8,705 |
Inventories | 1,066 | 1,470 |
Prepaid and other current assets | 3,791 | 689 |
Current assets of discontinued operations | 914 | |
Total current assets | 88,534 | 61,328 |
Property and equipment, net | 981 | 1,410 |
Equipment held for rental, net | 7,391 | 7,483 |
Identifiable intangible assets, net | 8,928 | 10,258 |
Goodwill | 50,536 | 50,010 |
Right of use assets | 5,241 | 5,392 |
Other assets | 258 | 248 |
Noncurrent assets of discontinued operations | 59,316 | |
Total assets | 161,869 | 195,445 |
Current liabilities: | ||
Accounts payable | 5,521 | 5,007 |
Accrued expenses and other liabilities | 6,955 | 3,062 |
Deferred revenue | 4,438 | 5,652 |
Current portion of lease liabilities | 1,920 | 1,617 |
Current portion of long term debt | 3,895 | |
Current portion of related party notes payable | 5,207 | |
Current portion of equipment financing debt | 1,974 | 2,034 |
Current liabilities of discontinued operations | 2,829 | |
Total current liabilities | 33,005 | 29,303 |
Lease liabilities, net of current portion | 3,596 | 4,060 |
Related party notes payable, net of current portion | 22,696 | |
Convertible Notes (face value $34,346 and $30,521, respectively, including $16,231 and $13,277, respectively, held by related parties) | 22,054 | 17,444 |
Equipment financing debt, net of current portion | 67 | 196 |
Redeemable preferred stock of subsidiaries (held by related parties, face value $37,018) | 35,529 | |
Other liabilities | 1,070 | 395 |
Noncurrent liabilities of discontinued operations | 52,781 | |
Total liabilities | 95,321 | 126,875 |
Commitments and Contingencies (Note 20) | ||
Contingently redeemable non-controlling interest | 2,639 | 3,890 |
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 26,613,913 shares issued and 25,948,100 outstanding at June 30, 2021; and 26,217,380 shares issued and 25,529,534 outstanding at June 30, 2020 | 26 | 26 |
Additional paid-in-capital | 3,319,767 | 3,318,117 |
Accumulated deficit | (3,265,433) | (3,257,349) |
Total Great Elm Group, Inc. stockholders' equity | 54,360 | 60,794 |
Non-controlling interests | 9,549 | 3,886 |
Total stockholders' equity | 63,909 | 64,680 |
Total liabilities, non-controlling interest and stockholders' equity | 161,869 | $ 195,445 |
Consolidated Funds | ||
Current assets: | ||
Investments, at fair value | 26,490 | |
Prepaid expenses | 578 | |
Current liabilities: | ||
Accrued expenses and other liabilities | $ 12,197 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Investments, cost basis | $ 45,326 | $ 30,279 |
Convertible notes, face value | 34,346 | 30,521 |
Convertible notes payable to related party non-current | 16,231 | $ 13,277 |
Redeemable preferred stock held by related parties | $ 37,018 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 26,613,913 | 26,217,380 |
Common stock, shares outstanding | 25,948,100 | 25,529,534 |
Consolidated Funds | ||
Investments, cost basis | $ 26,814 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||
Rental income | $ 20,183 | $ 21,449 |
Revenue | 60,853 | 58,994 |
Operating costs and expenses: | ||
Durable medical equipment other operating expenses | 28,917 | 25,921 |
Depreciation and amortization | 2,383 | 2,515 |
Selling, general and administrative | 5,892 | 6,465 |
Total operating costs and expenses | 64,590 | 61,165 |
Operating loss | (3,737) | (2,171) |
Dividends and interest income | 2,963 | 2,124 |
Net realized/ unrealized gain (loss) on investments | 155 | (8,684) |
Interest expense | (5,620) | (4,576) |
Extinguishment of debt | (1,866) | |
Other income, net | 45 | 5 |
Loss from continuing operations, before income taxes | (7,515) | (13,302) |
Income tax expense | (1,813) | (44) |
Loss from continuing operations | (9,328) | (13,346) |
Discontinued operations: | ||
Income from discontinued operations, net of tax | 649 | 219 |
Net loss | (8,679) | (13,127) |
Less: net loss attributable to non-controlling interest, continuing operations | (648) | (200) |
Less: net income attributable to non-controlling interest, discontinued operations | 53 | 48 |
Net loss attributable to Great Elm Group | $ (8,084) | $ (12,975) |
Basic income (loss) per share | ||
Continuing operations | $ (0.34) | $ (0.52) |
Discontinued operations | 0.03 | 0.01 |
Basic income (loss) per share | (0.31) | (0.51) |
Diluted income (loss) per share from: | ||
Continuing operations | (0.34) | (0.52) |
Discontinued operations | 0.03 | 0.01 |
Diluted income (loss) per share | $ (0.31) | $ (0.51) |
Weighted average shares outstanding | ||
Basic | 25,722 | 25,418 |
Diluted | 25,722 | 25,418 |
Consolidated Funds | ||
Operating costs and expenses: | ||
Expenses of consolidated funds | $ 75 | |
Net realized/ unrealized gain on investments of consolidated funds | 545 | |
Sales and Services | ||
Operating costs and expenses: | ||
Total operating costs and expenses | 16,881 | $ 15,055 |
Rental | ||
Operating costs and expenses: | ||
Total operating costs and expenses | 6,950 | 9,105 |
Durable Medical Equipment | Sales and Services | ||
Revenues: | ||
Revenue from contract with customer | 37,460 | 34,213 |
Operating costs and expenses: | ||
Total operating costs and expenses | 16,881 | 15,055 |
Durable Medical Equipment | Rental | ||
Revenues: | ||
Rental income | 20,183 | 21,449 |
Operating costs and expenses: | ||
Total operating costs and expenses | 6,950 | 9,105 |
Investment Management | ||
Revenues: | ||
Revenue from contract with customer | 3,210 | 3,332 |
Operating costs and expenses: | ||
Total operating costs and expenses | $ 3,492 | $ 2,104 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Depreciation expense | $ 6,979 | $ 8,912 |
Net of CARES Act Stimulus | 4,601 | 5,069 |
Net of CARES Act Stimulus | 168 | |
Durable Medical Equipment | Rental | ||
Depreciation expense | $ 6,286 | $ 8,267 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Contingently Redeemable Non-controlling Interest - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Great Elm Group Inc. Stockholders' Equity | Non-controlling Interest |
Beginning balance at Jun. 30, 2019 | $ 65,082 | $ 25 | $ 3,305,415 | $ (3,244,374) | $ 61,066 | $ 4,016 |
Beginning balance (in shares) at Jun. 30, 2019 | 25,353,000 | |||||
Beginning balance, Contingently redeemable non-controlling interest at Jun. 30, 2019 | 3,912 | |||||
Net loss | (13,105) | (12,975) | (12,975) | (130) | ||
Net Loss, Contingently redeemable non-controlling interest | (22) | |||||
Issuance of common stock related to vesting of restricted stock | 1 | $ 1 | 0 | 1 | ||
Issuance of common stock related to vesting of restricted stock (in shares) | 177,000 | |||||
Issuance of convertible notes | 12,154 | 12,154 | 12,154 | |||
Stock-based compensation | 548 | 548 | 548 | |||
Ending balance at Jun. 30, 2020 | $ 64,680 | $ 26 | 3,318,117 | (3,257,349) | 60,794 | 3,886 |
Ending balance (in shares) at Jun. 30, 2020 | 25,529,534 | 25,530,000 | ||||
Ending balance, Contingently redeemable non-controlling interest at Jun. 30, 2020 | $ 3,890 | |||||
Net loss | (8,416) | (8,084) | (8,084) | (332) | ||
Net Loss, Contingently redeemable non-controlling interest | (263) | |||||
Issuance of common stock related to vesting of restricted stock | $ 0 | |||||
Issuance of common stock related to vesting of restricted stock (in shares) | 418,000 | |||||
Distributions to non-controlling interest holders of DME Inc. | (988) | (988) | ||||
Distributions to non-controlling interest holders of DME Inc., Contingently redeemable non-controlling interest | (988) | |||||
Repurchase of interests in subsidiary | 81 | (707) | (707) | 788 | ||
Issuance of Forest common stock | 2,700 | 2,700 | ||||
Deemed capital contribution related to issuance of convertible notes | 602 | 602 | 602 | |||
Issuance of interests in Consolidated Fund | 4,325 | 4,325 | ||||
Sale of real estate business | (830) | (830) | ||||
Stock-based compensation | 1,755 | 1,755 | 1,755 | |||
Ending balance at Jun. 30, 2021 | $ 63,909 | $ 26 | $ 3,319,767 | $ (3,265,433) | $ 54,360 | $ 9,549 |
Ending balance (in shares) at Jun. 30, 2021 | 25,948,100 | 25,948,000 | ||||
Ending balance, Contingently redeemable non-controlling interest at Jun. 30, 2021 | $ 2,639 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Cash flows from operating activities: | |||
Net loss | $ (8,679) | $ (13,127) | |
Net income from discontinued operations | (649) | (219) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 8,669 | 10,782 | |
Stock-based compensation | [1] | 1,755 | 548 |
Sales of investments by consolidated funds | 5,842 | ||
Purchases of investments by consolidated funds | (31,365) | ||
Stock dividends received from GECC | (1,868) | (279) | |
Unrealized (gain) loss on investments | (292) | 8,684 | |
Realized loss on investments | 137 | ||
Unrealized (gain) on investments of consolidated funds | (254) | ||
Realized (gain) on investments of consolidated funds | (291) | ||
Non-cash interest and amortization of capitalized issuance costs | 2,522 | 881 | |
Loss on extinguishment of debt | 1,866 | ||
Deferred tax expense | 684 | 36 | |
Other non-cash expense, net | 1,553 | 1,453 | |
Gain on sale of equipment held for rental | (452) | (932) | |
Change in fair value of contingent consideration | (126) | (1,135) | |
Changes in operating assets and liabilities: | |||
Related party receivable | (606) | 362 | |
Accounts receivable | 2,099 | 841 | |
Inventories | 617 | (134) | |
Prepaid assets, deposits, and other assets | (3,223) | (190) | |
Operating leases | (1,563) | (1,462) | |
Related party payable | (805) | ||
Deferred revenues | (1,214) | 4,773 | |
Accounts payable, accrued liabilities and other liabilities | 3,931 | 1,022 | |
Net cash provided by (used in) operating activities - continuing operations | (20,907) | 11,099 | |
Net cash provided by operating activities - discontinued operations | 1,931 | 2,146 | |
Net cash provided by (used in) operating activities | (18,976) | 13,245 | |
Cash flows from investing activities: | |||
Proceeds from settlement with seller | 355 | ||
Acquisition of business, net of cash acquired | (748) | ||
Purchases of investments | (4,675) | ||
Sales of investments | 35 | ||
Participation in related party rights offering | (8,751) | ||
Purchases of equipment held for rental | (6,686) | (8,110) | |
Proceeds from sale of equipment held for rental | 1,273 | 1,800 | |
Purchases of property and equipment | (287) | (737) | |
Proceeds from sale of property and equipment | 60 | ||
Net cash used in investing activities - continuing operations | (19,839) | (6,632) | |
Net cash provided by investing activities - discontinued operations | 4,357 | ||
Net cash used in investing activities | (15,482) | (6,632) | |
Cash flows from financing activities: | |||
Proceeds on revolving line of credit | 2,550 | ||
Principal payments on revolving line of credit | (3,900) | (6,050) | |
Principal payments on note payable to seller | (25,105) | (2,552) | |
Principal payments on equipment financing | (4,378) | (2,857) | |
Proceeds from equipment financing | 3,642 | 3,612 | |
Capitalized issuance costs | (1,250) | (768) | |
Due to broker of consolidated funds | 11,249 | ||
Payments made to non-controlling interest holders | (132) | ||
Proceeds from convertible notes | 30,000 | ||
Payments of debt extinguishment costs | (1,627) | ||
Proceeds from subscriptions of non-controlling interests in consolidated funds | 4,825 | ||
Net cash provided by financing activities - continuing operations | 20,666 | 23,935 | |
Net cash used in financing activities - discontinued operations | (2,326) | (2,159) | |
Net cash provided by financing activities | 18,340 | 21,776 | |
Net increase (decrease) in cash and cash equivalents | (16,118) | 28,389 | |
Cash and cash equivalents at beginning of year | 40,500 | 12,111 | |
Cash and cash equivalents at end of year | 24,382 | 40,500 | |
Cash paid for interest | 2,815 | 3,540 | |
Non-cash investing and financing activities | |||
Deferred financing costs incurred but not yet paid | 397 | ||
Lease liabilities and right of use assets arising from operating leases | 1,121 | $ 607 | |
Contingent consideration | 397 | ||
Distribution of HC LLC (as defined below) preferred stock to non-controlling interest holders of DME Inc. | 1,608 | ||
Repurchase of GP Corp. Note | 3,072 | ||
Issuance of convertible notes | 2,250 | ||
DME, Inc. | |||
Cash flows from financing activities: | |||
Dividends paid to non-controlling interest holders of DME Inc. | (368) | ||
Forest Investments, Inc. (Forest) | |||
Cash flows from financing activities: | |||
Issuance of Forest preferred stock | 35,010 | ||
Proceeds from issuance of Forest common stock, gross | $ 2,700 | ||
[1] | Stock-based compensation attributable to the investment management segment is included in investment management expenses in the consolidated statements of operations. Stock-based compensation attributable to the general corporate segment is included in selling, general and administrative expense in the consolidated statements of operations. |
Organization
Organization | 12 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Great Elm Group, Inc. (referred to as the Company Investment Management On September 27, 2016, the Company’s wholly-owned SEC-registered investment advisor subsidiary Great Elm Capital Management, Inc. ( GECM IMA GECC On November 3, 2016, Full Circle Capital Corporation merged with and into GECC and GECM hired the employees of MAST Capital Management, LLC ( MAST Capital GP Corp. On June 29, 2021, GP Corp assigned the rights to the Profit Sharing Agreement (as defined in Note 7 – Related Party Transactions) with GECM, their intercompany obligation under the GP Corp. Note (as defined in Note 13 – Borrowings) and other assets and liabilities to their wholly-owned subsidiary Great Elm Capital GP, LLC ( GEC GP Durable Medical Equipment On September 7, 2018, the Company, through its majority-owned subsidiary, Great Elm DME Holdings, Inc. ( DME Holdings DME Inc. Northwest On May 31, 2021, our wholly-owned subsidiary DME Holdings exchanged their 80.1% interests in DME Inc. for an identical 80.1% direct interest in DME Inc.’s subsidiary Great Elm Healthcare, LLC ( HC LLC General Corporate On December 29, 2020, the Company completed a non-taxable reorganization of the Company's corporate structure, where Great Elm Capital Group, Inc. ( GEC Forest GEG Exchange Act Discontinued Operations We launched our real estate business in March 2018 with an investment of $2.7 million in a majority-interest in two Class A office buildings totaling 257,000 square feet situated on 17 acres of land in Fort Myers, Florida (collectively, the Property). The Property was fully-leased, on a triple-net basis, to a single tenant through March 31, 2030. On June 23, 2021, the Company sold its real estate business for $4.6 million in cash. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Wholly-owned subsidiaries include GECM, Great Elm Opportunities GP, Inc. ( GEO GP FM Acquisition DME Manager FM Holdings |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
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 Assets and liabilities related to the real estate business operating segment on the Company’s consolidated balance sheet as of June 30, 2020 have been reclassified as assets and liabilities of discontinued operations. All assets and liabilities related to discontinued operations are excluded from the notes unless otherwise noted. In addition, the historical results of the real estate business operating segment have been reflected in the accompanying consolidated statements of operations for the years ended June 30, 2021 and 2020 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 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 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, 2021 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, 2021 the Company had unbilled receivables of approximately $0.3 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 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, 2021. 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, 2021, all of our leases are operating leases. Operating leases are included in right of use assets ( ROU 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. The Company had a contractual arrangement through November 2019 with a third party to provide services in exchange for 26% of the fees earned from the management of GECC, excluding incentive fees. This arrangement was not renewed upon expiration. 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 . Business Combinations Business combinations are accounted for at fair value. 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) 2021 2020 Loss from continuing operations $ (9,328 ) $ (13,346 ) Income from discontinued operations, net of tax 649 219 Net loss $ (8,679 ) $ (13,127 ) Less: net loss attributable to non-controlling interest, continuing operations (648 ) (200 ) Less: net income attributable to non-controlling interest discontinued operations 53 48 Net loss attributable to Great Elm Group $ (8,084 ) $ (12,975 ) Weighted average shares basic and diluted: Weighted average shares of common stock outstanding 25,722 25,418 Weighted average shares used in computing income (loss) per share 25,722 25,418 Basic and diluted income (loss) per share from: Loss from continuing operations $ (0.34 ) $ (0.52 ) Income from discontinued operations 0.03 0.01 Net loss $ (0.31 ) $ (0.51 ) When calculating earnings per share, we are required to adjust for the dilutive effect of common stock equivalents. 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 anti-dilutive. As of June 30, 2020, the Company had 12,206,044 potential shares of common stock, including 8,790,049 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, 2021 and 2020, the Company had an aggregate of 732,909 issued shares that are subject to forfeiture by the employee at a nominal price if service and 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, 2021 2020 (1) Government Payor 37% 33% Third-party Payor 12% 11% (1) Revenue concentration percentages have been recast from those previously reported to reflect the presentation of the real estate business within discontinued operations. The following table summarizes customer concentrations as a percentage of accounts receivable: As of June 30, 2021 2020 Government Payor 30% 23% Third-party Payor 14% 12% Recently Adopted Accounting Standards Fair Value Measurements In August 2018, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Updated ( ASU ) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , resulting in various disclosures related to fair value measurements being eliminated, modified or supplemented. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019, with an option to early adopt any eliminated or modified disclosures, and to delay adoption of the additional disclosures, until the effective date. The Company early adopted the eliminated and modified disclosures of ASU 2018-13 during the three months ended September 30, 2018 and adopted the supplemental disclosures related to level 3 fair value measurements as of July 1, 2020. 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. Accounting for Convertible Instruments In August 2020, the FASB issued 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 are 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 determined to adopt 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. As such, upon adoption we will reverse this entry to additional-paid in capital and the Convertible Notes in all periods presented, and will reverse any life-to-date interest expense associated with the amortization of the discount as an adjustment to beginning retained earnings of the prior year. Had this ASU been adopted in the current year, our interest expense and net losses for the years ended June 30, 2021 and 2020 would have been lower by $0.7 million and $0.2 million, respectively. |
Revenue
Revenue | 12 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue The revenues from each major source of revenue are summarized in the following table: For the years ended June 30, (in thousands) 2021 2020 Product and Services Revenue Investment Management Management Fees $ 2,652 $ 2,793 Administration Fees 558 539 3,210 3,332 Durable Medical Equipment Equipment Sales 32,293 28,934 Service Revenues 5,167 5,279 37,460 34,213 Total product and services revenue $ 40,670 $ 37,545 Rental Revenues Durable Medical Equipment Medical Equipment Rental Income 20,183 21,449 Total rental revenue 20,183 21,449 Total $ 60,853 $ 58,994 Revenue Accounting Under Topic 606 In determining the appropriate amount of revenue to be recognized under FASB Accounting Standards Codification Topic 606, Revenues, Topic 606 Durable Medical Equipment Revenue Equipment Sales and Services Revenues The Company sells durable medical equipment, replacement parts and supplies to customers and recognizes revenue at the point control is transferred through delivery to the customer. Each piece of equipment, part or supply is distinct and separately priced thus they each represent a single performance obligation. The revenue is allocated amongst the performance obligations based upon the relative standalone selling price method, however, items are typically all delivered or supplied together. The customer and, if applicable, the Payors are generally charged at the time that the product is sold, although separate layers of insurance coverage may need to be invoiced before final billings may occur. The Company also provides sleep study services to customers and recognizes revenue when the results of the sleep study are complete as that is when the performance obligation is met. The transaction price on both equipment sales and sleep studies is the amount that the Company expects to receive in exchange for the goods and services provided. Due to the nature of the durable medical equipment business, billing adjustments customarily occur during the collections process when explanations of benefits are received by Payors, and as amounts are deferred to secondary Payors or to patient responsibility . As such, we constrain the transaction price for the difference between the amounts billed and what we believe we will collect from Payors and from patients. The transaction price therefore is predominantly based on contractual payment rates determined by the Payors. The Company does not generally contract with uninsured customers. We determine our estimates of billing adjustments based upon contractual agreements, our policies and historical experience. While the rates are fixed for the product or service with the customer and the Payors, such amounts typically include co-payments, co-insurance and deductibles, which vary in amounts, from the patient customer. The Company includes in the transaction price only the amount that the Company expects to be entitled, which is substantially all of the Payor billings at contractual rates. T he transaction price is initially constrained by the amount of customer co-payments we estimate will not be collected . Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain Payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application or claim denial. The Company constrains revenue for these estimated adjustments. During the year ended June 30, 2021, there were no material changes in estimates relating to prior periods. The payment terms and conditions of customer contracts vary by customer type and the products and services offered. The Company may provide shipping services prior to the point of delivery and has concluded that the services represent a fulfilment activity and not a performance obligation. Returns and refunds are not accepted on either equipment sales or sleep study services. The Company does not offer warranties to customers in excess of the manufacturer’s warranty. Any taxes due upon sale of the products or services are not recognized as revenue. The Company does not incur contract acquisition costs. The Company generally does not have any partially or unfilled performance obligations related to contracts with customers. However, during the quarter ended June 30, 2020, the Company applied for and received $4.4 million in advanced payments from the Centers for Medicare and Medicaid Services (CMS) under their Accelerated and Advance Payment Program, which was expanded to increase cash flow to providers of services and suppliers impacted by the 2019 Novel Coronavirus (COVID-19) pandemic. We have issued recoupments of $0.9 million during the year ended June 30, 2021, leaving a remaining balance of $3.5 million. The Company has no other contract liabilities as of June 30, 2021 or 2020. Included in sales and services revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the Payor. The estimate of net unbilled sales and service revenue recognized is based on historical trends and estimates of future collectability. As of June 30, 2021 and 2020, net unbilled sales and service revenue is approximately $0.2 million and $0.3 million, respectively, and is included in accounts receivable. Investment Management Revenue The Company recognizes revenue from its investment management business at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customer. Investment management revenue primarily consists of fees based on a percentage of assets under management, fees based on the performance of managed assets, and administrative fees. Fees are based on agreements with each investment products and may be terminated at any time by either party subject to the specific terms of each respective agreement. Management Fees The Company earns management fees based on the investment management agreement GECM has with GECC and other private funds managed by GECM (collectively, the Funds Incentive Fees The Company earns incentive fees based on the investment management agreements GECM has with GECC and separately managed accounts. Where an investment management agreement includes both management fees and incentive fees, the performance obligation is considered to be a single obligation for both fees. Incentive fees are variable consideration associated with the GECC investment management agreement. Incentive fees are earned based on investment performance during the period, subject to the achievement of minimum return levels or high-water marks, in accordance with the terms of the respective investment management agreements. Incentive fees range from 5.0% to 20.0% of the performance-based metric specified within each agreement. Because of the uncertainty of when incentive fees will be collected due to market conditions and investment performance, incentive fees are fully constrained and not recorded until received and the probability of significant reversal of the fees is eliminated Administration Fees The Company earns administration fees based on the administration agreement GECM has with GECC whereby GECC reimburses GECM for costs incurred in performing administrative functions for GECC. This revenue is recognized over time as the services are performed. Administrative fees are billed quarterly in arrears, which is consistent with the timing of the delivery of services and reflect agreed upon rates for the services provided. The services are accounted for as a single performance obligation that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis. Revenue Accounting Under Topic 842 Durable Medical Equipment Revenue Equipment Rental Revenue Under FASB Accounting Standards Codification Topic 842, Leases, Topic 842 Certain customer co-payments are included in revenue to the extent they are considered probable of payment. The lease term begins on the date products are delivered to patients and are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including Medicare, private payors, and Medicaid. Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain Payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application or claim denial. There were no material changes in estimates recorded in the year ended June 30, 2021, relating to prior periods. Although invoicing typically occurs at the beginning of the monthly rental period, we recognize revenue from rentals on a daily basis. Since rental agreements can commence at any time during a given month, we defer revenue related to the remaining monthly rental period as of period end. Deferred revenue related to rentals was $1.0 million and $1.3 million as of June 30, 2021 and 2020, respectively. Included in rental revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the Payor. Net unbilled rental revenue is recognized to the extent payment is probable. As of June 30, 2021 and 2020, net unbilled rental revenue is approximately $0.1 million and $0.2 million, respectively, and is included in accounts receivable. |
Reorganization and Financing Tr
Reorganization and Financing Transactions | 12 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Reorganization and Financing Transactions | 4. Reorganization and Financing Transactions Holding Company Reorganization On December 21, 2020, GEC Company Holding Company Reorganization On December 29, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 21, 2020, among Forest (formerly GEC), the Company and Forest Merger Sub, Inc., a newly created entity for the purpose of facilitating the Merger, (as it may be amended from time to time, the Merger Agreement Transactions Financing Transaction Following the consummation of the Holding Company Reorganization, J.P. Morgan Broker-Dealer Holdings Inc. ( JPM In connection with such financing, among other things: • Forest issued to JPM 35,010 newly issued shares of 9.0% preferred stock (the Forest Preferred Stock ) for $1,000.00 per share; • HC LLC issued 10,090 newly issued shares of 9.0% Series A-1 preferred stock (the Series A-1 Preferred Stock ) to DME Inc. as a distribution, which in turn distributed such preferred stock pro rata to the holders of its common stock such that 80.1% of such preferred stock is held by Forest, 9.95% is held by Corbel Capital Partners SBIC, L.P. ( Corbel ), and 9.95% is held by Valley Healthcare Group, LLC ( VHG ). • HC LLC, issued to Forest 34,010 newly issued shares of 9.0% Series A-2 preferred stock (the Series A-2 Preferred Stock ) for $1,000.00 per share. • HC LLC distributed to the owners of DME Inc. cash of $1.9 million and reimbursed GEG $1.3 million to cover deal costs; • Forest distributed to the Company, its sole stockholder, all of the assets and liabilities of Forest other than certain excluded assets and related liabilities, including Forest’s real estate business, and a preferred investment in the Company’s durable medical equipment business; and • JPM acquired 20% of Forest’s common stock for a purchase price of $2.7 million. The Company’s wholly-owned subsidiary, DME Manager, concurrently entered into an agreement with Forest to provide advisory services in exchange for annual consulting fees of $0.45 million. (each collectively noted above, the JPM Transactions Using proceeds from the JPM Transactions, DME Inc. paid off the term loan with Corbel (the Corbel Facility Subsidiary Reorganizations On May 31, 2021, our wholly-owned subsidiary DME Holdings exchanged their 80.1% interests in DME Inc. for an identical 80.1% direct interest in DME Inc.’s subsidiary HC LLC, which is the sole owner of the durable medical equipment operating subsidiaries. Following the consummation of the taxable reorganization, the Company no longer has an interest in DME Inc. On June 29, 2021, GP Corp assigned the rights to the Profit Sharing Agreement with GECM, their intercompany obligation under the GP Corp. Note and other assets and liabilities to their wholly-owned subsidiary GEC GP. Subsequent to the assignment, Great Elm Group, Inc. exchanged their 98.2% interests in GP Corp. for an identical 98.2% direct interest in GP Corp.’s wholly-owned subsidiary GEC GP. Following the consummation of the taxable reorganization, the Company no longer has an interest in GP Corp. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations On June 23, 2021, the Company’s majority-owned indirect subsidiary FM Acquisition, entered into an agreement with Monomoy Properties Fort Myers, LLC ( Monomoy FM Pursuant to the terms of the Purchase Agreement, the proceeds of the sale were subsequently reinvested in newly issued membership interests of Monomoy Properties, LLC ( Monomoy Fund The sale of the real estate business, which has historically been disclosed as its own reportable segment, represents a strategic shift away from the direct ownership and operation of real estate properties. Accordingly, our historical financial information has been recast to present the activities of the real estate business within discontinued operations, and the assets and liabilities of the real estate business as assets and liabilities of discontinued operations. As a passive investor in Monomoy Fund and with a membership interest of approximately 5%, we have determined that we have no significant continuing involvement with the real estate business. The following table provides a reconciliation of the Company’s net income from discontinued operations presented in the consolidated statements of operations: For the years ended June 30, (in thousands) 2021 2020 Discontinued operations: Net revenue $ 5,005 $ 5,104 Real estate expenses (505 ) (544 ) Depreciation and amortization (1,689 ) (1,722 ) Operating income from discontinued operations 2,811 2,838 Interest expense (2,536 ) (2,619 ) Gain on sale of real estate business 263 - Pretax income from discontinued operations 538 219 Income tax benefit 111 - Net income from discontinued operations $ 649 $ 219 The following table provides a reconciliation of the assets and liabilities of discontinued operations presented in the consolidated balance sheet: (in thousands) As of June 30, 2020 Cash and cash equivalents $ 19 Restricted cash 846 Prepaid and other current assets 49 Total current assets of discontinued operations 914 Real estate assets, net 53,188 Identifiable intangible assets, net 4,871 Other assets 1,257 Total Assets $ 60,230 Accrued expenses and other liabilities 503 Current portion of long term debt 2,326 Total current liabilities of discontinued operations 2,829 Long term debt, net of current portion 52,781 Other liabilities 478 Total Liabilities $ 56,088 |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 6 . Acquisitions Durable Medical Equipment Acquisitions Acquisition of Advanced Medical DME, LLC and PM Sleep Lab, LLC On March 1, 2021, through its majority-owned subsidiary, DME Inc., the Company acquired Advanced Medical DME, LLC and PM Sleep Lab, LLC (collectively, AMPM PAP The original purchase consideration was $1.1 million, comprised of $0.4 million paid upon closing net of cash acquired, $0.3 placed in escrow for potential satisfaction of certain indemnification obligations, and $0.4 million representing the acquisition date fair value of contingent consideration. Subsequent to the acquisition, we finalized the working capital adjustment with the seller resulting in a return of $0.1 million to the Company from escrow. We have recorded a preliminary allocation of the purchase price for AMPM, which resulted in goodwill of $0.6 million and intangible assets, including trade names of $0.4 million. Goodwill was assigned to the durable medical equipment segment and is attributable primarily to expected synergies and the assembled workforce of the acquired business. None of the goodwill is expected to be deductible for income tax purposes. The presentation of pro forma financial disclosures are not required in connection with the AMPM acquisition. The contingent consideration arrangement requires the Company to pay up to $2.1 million of additional consideration to the seller if certain revenue thresholds are achieved for the 12 months ended September 1, 2022. The fair value of the contingent consideration arrangement at the acquisition date was $0.4 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7 . Related Party Transactions Related party transactions are measured in part by the amount of consideration paid or received as established and agreed by the parties. Consideration paid for such services in each case is the negotiated value. Durable Medical Equipment In connection with the acquisition of the durable medical equipment businesses in September 2018, DME Inc. and its subsidiaries entered into the Corbel Facility. Jeffrey S. Serota, a member of the Company’s Board of Directors, serves as Vice Chairman to Corbel Capital Partners, an affiliate of Corbel. Corbel previously held an interest in Northwest and was one of the sellers in our acquisition of the business. As a result of the acquisition, at June 30, 2021 Corbel holds a non-controlling interest in HC LLC. Pursuant to the Corbel Facility, Corbel was paid a structuring fee and a quarterly monitoring fee. In conjunction with the JPM Transactions, the Corbel Facility was repaid early on December 29, 2020, and DME Inc. paid a deferred structuring fee as well as a prepayment penalty. See Note 13 - Borrowings for additional information on the Corbel Facility and Note 16 – Non-Controlling Interests and Preferred Stock of Subsidiaries. In connection with the acquisition of the durable medical equipment businesses, the Company issued non-controlling interests in DME Inc. to the former owners, including Corbel discussed above. These non-controlling interests in DME Inc. became non-controlling interests in HC LLC in May 2021. See Note 4 – Reorganization and Financing Transactions. See Note 16 – Non-Controlling Interests and Preferred Stock of Subsidiary. Investment Management The Company’s wholly-owned subsidiary, GECM, has agreements to provide administrative services and manage the investment portfolio for GECC and other investment products. Under these agreements, GECM receives administrative fees, management fees based on the managed assets (other than cash and cash equivalents) and incentive fees based on the performance of those assets. See Note 3 – Revenue for additional discussions of the fee arrangements. The Company’s wholly-owned subsidiary, GEO GP serves as the general partner of Great Elm Opportunities Fund I, LP ( GEOF GESOF The Company has determined that GEOF, each series of GEOF , and GESOF are VIEs and that the criteria for consolidation are met for one series of GEOF . This series was launched in December 2020 and began liquidation in February 2021 when the net assets of the series, which included of an interest in GESOF, were distributed to such series’ sole limited partner, the Company. The Company has determined that the criteria for consolidation are met for GESOF, which was launched in February 2021. The operations of each of these consolidated funds (the Consolidated Funds ) are included in our consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for additional details. The Company has retained the specialized investment company accounting guidance under US GAAP with respect to the Consolidated Funds. As such, investments of the Consolidated Funds are included in the condensed consolidated balance sheets at fair value and the net unrealized gain (loss) on those investments is included as a component of other income on the condensed consolidated income statement. Non-controlling interests in these Consolidated Funds are included in net loss attributable to non-controlling interest. Additionally, the Company receives dividends from its investment in GECC and earns unrealized profits and losses based on the mark-to-market performance of its investment in GECC. See Note 8 – Fair Value Measurements. The following tables summarize activity and outstanding balances between the managed investment products and the Company. For the years ended June 30, (in thousands) 2021 2020 Net unrealized gain (loss) on investments $ 155 $ (8,684 ) Net unrealized gain on investments of consolidated funds 545 - Dividend income 2,954 2,068 As of As of June 30, (in thousands) 2021 2020 Dividends receivable $ 554 $ 170 Investment management revenues receivable 936 746 Receivable for reimbursable expenses paid 297 158 Outstanding receivables are included in related party receivables in the consolidated balance sheets. Outstanding receivables from the Consolidated Funds are eliminated in consolidation. As of June 30, 2021, the Company had $0.1 million in receivable for reimbursable expenses paid on behalf of the Consolidated Funds. The Company owns approximately 23.6% of the outstanding shares (or 5,539,724 shares) of GECC, and the Company’s Chief Executive Officer is also the Chief Executive Officer of GECC and Chief Investment Officer of GECM, in addition to being a member of the Board of Directors of the Company and chairman of the board of GECC. The Company’s President and Chief Operating Officer is also the Chief Operating Officer, Chief Compliance Officer and General Counsel of GECM and the Chief Compliance Officer of GECC. On October 1, 2020, GECC completed a non-transferable rights offering in which the Company received 2,966,531 shares at a price of $2.95 per share for an aggregate total of $8.8 million. GECM has a profit sharing agreement with the Company’s majority-owned subsidiary GEC GP ( Profit Sharing Agreement MAST Capital is the beneficial owner of approximately 7.5% of the Company’s outstanding common stock as of June 30, 2021. On March 10, 2021, the Company purchased from MAST Capital all of its previously-held shares of GP Corp., the previously-held GP Corp. Note and its previously-held board appointment rights in exchange for $2.3 million in newly issued Convertible Notes (as defined below). See Note 13 - Borrowings for additional discussion of the GP Corp. Note and Note 14 – Convertible Notes for additional discussion of the convertible notes. In October 2020, GECM entered into a shared personnel and reimbursement agreement with Imperial Capital Asset Management, LLC ( ICAM General Corporate In conjunction with the JPM Transactions, on December 29, 2020 Forest sold Forest Preferred Stock and the Company sold common stock in Forest to JPM for cash consideration of $35.0 million and $2.7 million, respectively. As a result of these transactions, JPM holds a non-controlling interest in Forest. See Note 16 – Non-Controlling Interests and Preferred Stock of Subsidiaries. On December 18, 2020, the Company purchased from JPM a 21% common stock interest in Ligado Networks, LLC ( Ligado Discontinued Operations On June 23, 2021, the Company sold its real estate business to Monomoy FM. Monomoy FM is a majority-owned subsidiary of Monomoy Fund, and pursuant to the purchase agreement the Company subsequently invested the proceeds of the sale in Monomoy Fund. Monomoy Fund is managed by ICAM. See Note 5 – Discontinued Operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8 . Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. US GAAP provides a framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ▪ Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ▪ Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ▪ Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. All financial assets or liabilities that are measured at fair value on a recurring and non-recurring basis have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. The assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized in the tables below: Fair Value as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Equity investments $ 19,444 $ - $ - $ 19,444 Equity investments of Consolidated Funds 26,490 - - 26,490 Total assets within the fair value hierarchy $ 45,934 $ - $ - $ 45,934 Investments valued at net asset value $ 4,600 Total assets $ 50,534 Liabilities: Participation feature of HC LLC Series A-2 Preferred Stock $ - $ - * * Contingent consideration liability - - 271 271 Total liabilities $ - $ - $ 271 $ 271 * Balance eliminates in consolidation. Fair Value as of June 30, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investments $ 8,705 $ - $ - $ 8,705 Total assets $ 8,705 $ - $ - $ 8,705 Liabilities: Contingent consideration liability $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - There were no transfers between levels of the fair value hierarchy during the years ended June 30, 2021 and 2020. The following is a reconciliation of changes in contingent consideration, a Level 3 liability: For the years ended June 30, (in thousands) 2021 2020 Beginning Balance $ - $ 1,135 Additions 397 - Payments - - Change in fair value (126 ) (1,135 ) Ending Balance $ 271 $ - The valuation techniques applied to investments held by the Company and by the Consolidated Funds vary depending on the nature of the investment. Equity and equity-related securities Securities traded on a national securities exchange are stated at the close price on the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level 1. Investments in private funds The Company values investments in private funds using net asset value ( NAV Financial Services – Investment Companies As of June 30, 2021 investments in private funds consist of our investment in the Monomoy Fund, an industrial real estate-focused fund. Redemptions are allowed annually with 90 days’ notice subject to a one-year Contingent consideration The previous contingent consideration arrangement required the Company to pay up to $2.1 million of additional consideration to the former shareholders of the durable medical equipment businesses if certain earnings before interest, taxes, depreciation and amortization ( EBITDA In conjunction with the acquisition of AMPM on March 1, 2021, the Company entered into a separate contingent consideration agreement that requires the Company to pay up to $2.1 million if certain revenue thresholds of the acquired business are achieved for the 12 months ending September 1, 2022. The Company estimated the fair value of the contingent consideration using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model as of the acquisition date include volatility of 40.0% and a discount rate of 10.3%. The key assumptions in applying the Monte Carlo simulation model as of June 30, 2021 include volatility of 28.6% and a discount rate of 10.3%. The contingent consideration is included within the other liabilities in the consolidated balance sheets. On December 29, 2020, in conjunction with the JPM Transactions, the Company issued HC LLC Series A-2 Preferred Stock to our consolidated subsidiary, Forest. See Note 16 – Non-Controlling Interests and Preferred Stock of Subsidiaries. An embedded derivative was identified in the instrument requiring bifurcation from the host instrument as a derivative to be carried at fair value. The value of the derivative related to a participation feature upon the sale of the durable medical equipment business. As of the issuance date, the fair value was determined using an option pricing model based on the transaction price. The key assumptions used in the option pricing model include a volatility rate of 72.7% and an option term of 3 years. Subsequent to the issuance date, the fair value of this derivative is determined at each balance sheet date using an option pricing model based on the estimated value of HC LLC. This fair value is derived from a discounted cash flow income approach and a guideline public company market approach. The key assumptions in applying the valuation approach as of June 30, 2021 include financial forecasts of the durable medical equipment business, a discount rate of 14.5% and a volatility rate of 50.4% (level 3 inputs in accordance with the US GAAP fair value hierarchy). The fair value of the embedded derivative as of the issuance date and as of June 30, 2021 was $6.5 million and $5.8 million, respectively. Since the HC LLC Series A-2 Preferred Stock are issued to Forest, a consolidated subsidiary, the instruments and their effects on our operations have been eliminated in consolidation and therefore the valuation of the participation feature is reflected as zero within the table above. However, this valuation does impact our segment results and non-controlling interest accounts. See Note 13 - Borrowings for additional discussion related to the fair value of notes payable. The carrying value of all other financial assets and liabilities approximate their fair values. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets | 9 . Fixed Assets The Company’s fixed assets consist of its medical equipment held for rental, furniture and fixtures, and leasehold improvements used in its operations. The following tables detail the Company’s fixed assets: (in thousands) June 30, 2021 June 30, 2020 Property and Equipment Leasehold improvements $ 835 $ 858 Vehicles 172 237 Computer equipment and software 500 298 Furniture and fixtures 422 394 Sleep study equipment 593 589 2,522 2,376 Accumulated depreciation (1,541 ) (966 ) Net carrying amount $ 981 $ 1,410 Medical Equipment Held for Rental Medical equipment held for rental $ 14,933 $ 13,828 Accumulated depreciation (7,542 ) (6,345 ) Net carrying amount $ 7,391 $ 7,483 The following table reconciles depreciation expense included in the following lines of the consolidated statements of operations to total depreciation expense for each period presented. For the years ended June 30, (in thousands) 2021 2020 Depreciation and amortization $ 693 $ 645 Cost of durable medical equipment rentals 6,286 8,267 Total depreciation expense $ 6,979 $ 8,912 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 10 . Goodwill and Other Intangible Assets The Company’s investment management and durable medical equipment segments include identifiable intangible assets acquired through acquisitions in prior years. Goodwill presented on the consolidated balance sheet consists only of the goodwill acquired as part of the acquisitions of the durable medical equipment businesses. The changes in the carrying value of goodwill are as follows: For the years ended June 30, (in thousands) 2021 2020 Beginning Balance $ 50,010 $ 50,397 Acquisitions 648 - Purchase accounting adjustment (122 ) (387 ) Ending Balance $ 50,536 $ 50,010 The Company’s annual impairment assessment date for goodwill is April 1. No impairment triggering events have been identified since our prior year annual impairment analysis. In the current year, we performed a quantitative impairment test for our annual impairment assessment. Based on the analyses performed, the fair value of the durable medical equipment reporting unit exceeded the carrying value by 73% and no impairment was noted. The fair value of this reporting unit was derived using a combination of present value of estimated cash flows and the valuations and prices of comparable businesses. The discount rate used in this analysis was 15.5%. The following tables provide additional detail related to the Company’s acquired identifiable intangible assets: As of June 30, 2021 As of June 30, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Durable Medical Equipment Tradename $ 9,060 $ (2,511 ) $ 6,549 $ 8,800 $ (1,613 ) $ 7,187 Hospital Contracts 90 (15 ) 75 - - - Non-compete agreements 1,370 (890 ) 480 1,360 (573 ) 787 10,520 (3,416 ) 7,104 10,160 (2,186 ) 7,974 Investment Management Investment management agreement 3,900 (2,293 ) 1,607 3,900 (1,887 ) 2,013 Assembled workforce 526 (309 ) 217 526 (255 ) 271 4,426 (2,602 ) 1,824 4,426 (2,142 ) 2,284 Total $ 14,946 $ (6,018 ) $ 8,928 $ 14,586 $ (4,328 ) $ 10,258 Aggregate Amortization Expense (in thousands) For the year ended June 30, 2021 $ 1,690 For the year ended June 30, 2020 1,869 Estimated Future Amortization Expense (in thousands) For the year ending June 30, 2022 $ 1,571 For the year ending June 30, 2023 1,468 For the year ending June 30, 2024 1,269 For the year ending June 30, 2025 1,159 For the year ending June 30, 2026 1,097 Thereafter 2,364 Total 8,928 |
Lessor Operating Leases
Lessor Operating Leases | 12 Months Ended |
Jun. 30, 2021 | |
Lessor Disclosure [Abstract] | |
Lessor Operating Leases | 1 1 . Lessor Operating Leases Medical Equipment Leases Through its majority-owned subsidiary HC LLC, and the subsidiaries of HC LLC, the Company owns medical equipment which is leased to customers. The Company’s customers consist primarily of patients through their clinical providers including medical centers, clinics and hospices and the Company has lease arrangements with these patients. In addition, the arrangements between the Company and its customers are impacted by arrangements between the Company and Payors. The Payors may cover a portion or all of the rental payments under the agreements between the Company and its customers. The patient is responsible for any residual co-payments. The lease terms may be for a pre-determined time period, generally 10 months to 36 months; however, the customer may cancel the lease at any time and for any reason without penalty and therefore, the Company treats all leases as month-to-month leases. Upon termination of the lease, the equipment, if not aged beyond its useful life, may be refurbished and subsequently sold or leased to another customer. As the leases are month-to-month, there are no future lease receivables under the terms of the current leases. |
Lessee Operating Leases
Lessee Operating Leases | 12 Months Ended |
Jun. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Lessee Operating Leases | 1 2 . All of the Company’s leases are operating leases. Certain of the leases have both lease and non-lease components. The Company has elected to account for the lease component and the non-lease components as a single combined lease component for all classes of underlying assets. The following table provides additional details of the leases presented in the balance sheets: (in thousands) June 30, 2021 June 30, 2020 Facilities Right of use assets $ 5,121 $ 5,265 Current portion of lease liabilities 1,864 1,560 Lease liabilities, net of current portion 3,532 3,990 Total liabilities $ 5,396 $ 5,550 Weighted-average remaining life 3.3 years 3.9 years Weighted-average discount rate 11.0 % 11.7 % Vehicles Right of use assets $ 87 $ 61 Current portion of lease liabilities 29 20 Lease liabilities, net of current portion 58 41 Total liabilities $ 87 $ 61 Weighted-average remaining life 3.9 years 2.8 years Weighted-average discount rate 9.8 % 12.3 % Equipment Right of use assets $ 33 $ 66 Current portion of lease liabilities 27 37 Lease liabilities, net of current portion 6 29 Total liabilities $ 33 $ 66 Weighted-average remaining life 1.0 years 2 years Weighted-average discount rate 12.5 % 12.5 % As of June 30, 2021, the Company had total right of use assets of $5.2 million and lease liabilities of $5.5 million (consisting of $1.9 million in current portion of lease liabilities and $3.6 million in lease liabilities, net of current portion) on the consolidated balance sheet related to the leases discussed herein. As of June 30, 2020, the Company had total right of use assets of $5.4 million and lease liabilities of $5.7 million (consisting of $1.6 million in current portion of lease liabilities and $4.1 million in lease liabilities, net of current portion) on the consolidated balance sheet related to the leases discussed herein. The discount rate for each lease is based on the collateralized borrowing rate at the inception of the lease. Operating lease costs are included in the operating expense associated with the business segment leasing the asset on the statements of operations and are included in cash flows from operating activities on the statements of cash flows. Certain operating leases include variable lease costs which are not material and are included in operating lease costs. Additional details are presented in the following table: For the years ended June 30, (in thousands) 2021 2020 Facilities Operating lease cost $ 2,469 $ 2,097 Cash paid for operating leases 1,973 2,071 Vehicles Operating lease cost $ 50 $ 27 Cash paid for operating leases 50 27 Equipment Operating lease cost $ 61 $ 45 Cash paid for operating leases 61 45 The following table summarizes the Company’s undiscounted cash payment obligations for its operating leases: (in thousands) For the year ending June 30, 2022 2,468 For the year ending June 30, 2023 1,774 For the year ending June 30, 2024 1,296 For the year ending June 30, 2025 766 For the year ending June 30, 2026 499 Thereafter 106 Total lease payments $ 6,909 Imputed interest (1,393 ) Total lease liabilities $ 5,516 Durable Medical Equipment The facility leases include offices, retail and warehouse space and sleep labs. The facility leases have original or amended terms ranging from 12 to 96 months, some of which include an additional option to extend the lease for up to 120 months. Certain of these leases have variable rental payments tied to a consumer price index or include additional rental payments for maintenance costs, taxes and insurance, which are accounted for as variable rent. The vehicles leases have original lease terms of 60 months from the commencement date of each lease with no option to extend. Each lease may be terminated by the lessee with 30-days’ notice after the first 13 months of the lease subject to certain early termination costs, including residual value guarantees. The lease costs include variable payments for taxes and other fees. Equipment leases consist of office equipment with original lease terms ranging from 36 to 48 months from the commencement date of each lease and may include an option to extend or purchase at the end of the lease term. Certain of these leases include additional rental costs for taxes, insurance and additional fees in addition to the base rental costs. Investment Management and General Corporate The Company entered into a lease for office space located in Waltham, MA. This office space is allocated between the investment management and general corporate segments. On the commencement date of the lease, the non-cancellable term was for eighty-eight months from the occupancy date of June 1, 2017 and contains an option to extend for an additional sixty-month The lease payments commenced on October 1, 2017, four months after the Company began to occupy the space. On an annual basis, the lease payments increase at an average rate of approximately 2.4% from $28 to $32 thousand per month. |
Borrowings
Borrowings | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | 1 3 . Borrowings Related party borrowings of the Company’s subsidiaries are summarized in the following table: As of June 30, (in thousands) Subsidiaries 2021 2020 Corbel Facility HC LLC and subsidiaries $ - $ 25,106 GP Corp. Note GEC GP * 3,072 Total principal $ - $ 28,178 Unamortized debt issuance cost - (275 ) Total long-term related party notes payable - 27,903 Less current portion of related party notes payable - (5,207 ) Related party notes payable, net of current portion $ - $ 22,696 *Balance eliminates in consolidation. The Company’s subsidiaries’ other outstanding borrowings are summarized in the following table: As of June 30, (in thousands) Subsidiaries 2021 2020 DME Revolver HC LLC and subsidiaries $ - $ 3,900 Equipment Financing HC LLC and subsidiaries 2,041 2,230 Total principal $ 2,041 $ 6,130 Unamortized debt discounts and issuance costs - (5 ) Total other outstanding borrowings 2,041 6,125 Less current portion of other outstanding borrowings (1,974 ) (5,929 ) Other outstanding borrowings, net of current portion $ 67 $ 196 The Company incurred interest expense of $3.2 million and $3.8 million for the years ended 2021 and 2020, respectively. The Company’s aggregate future required principal debt repayments are summarized in the following table: (in thousands) Principal Due For the year ending June 30, 2022 $ 1,974 For the year ending June 30, 2023 67 Total $ 2,041 Additional details of each borrowing by operating segment are discussed below. Durable Medical Equipment In connection with the acquisition of DME Inc., the Company assumed a secured note ( Corbel Facility DME Revolver The Corbel Facility was repaid on December 29, 2020. The repayment included deferred structuring fees of $0.6 million, prepayment premiums and settlement fees of $1.0 million, and lender legal fees of $0.1 million. In addition, upon repayment, the Company wrote off the remaining unamortized debt issuance costs of $0.2 million, resulting in an aggregate $1.9 million loss on extinguishment of debt. The Corbel Facility was held by Corbel, a related party, which also holds a non-controlling interest in DME Inc. and HC LLC Series A-1 Preferred Stock. See Note 7 – Related Party Transactions and Note 16 – Non-Controlling Interests and Preferred Stock of Subsidiary. Principal payments and interest expense incurred on the Corbel Facility are summarized in the following table: For the years ended June 30, (in thousands) 2021 2020 Principal payments $ 25,106 $ 2,477 Interest expense 1,296 3,226 There were no borrowings outstanding under the DME Revolver at June 30, 2021. The DME Revolver allows for borrowings up to $10 million, subject to a fixed percentage of qualifying accounts receivables and inventories related to the durable medical equipment business operations. Borrowings under the line of credit are due on November 29, 2022 and accrue interest at a variable rate of the prime rate plus 0.40% per annum. At June 30, 2021 the interest rate was 3.7%. Interest is payable monthly in arrears. The Company has the option to prepay the borrowings without any penalty. The borrowings under the DME Revolver are collateralized by the assets of the durable medical equipment business and the Company is required to meet certain financial covenants. The DME Revolver includes covenants that restrict HC LLC’s and its subsidiaries’ business operations to its current business, limit additional indebtedness, liens, asset dispositions and investments, require compliance and maintenance of licenses and government approvals and other customary conditions. Events of default include the failure to pay amounts when due, bankruptcy, or violation of covenants, including a change in control of HC LLC. HC LLC must also comply with a fixed-charge coverage and leverage ratio financial covenants, which are based in part on the HC LLC EBITDA levels. The Company was in compliance with all material covenants and restrictions at June 30, 2021. Beginning in April 2019, HC LLC’s operating subsidiaries also utilize equipment financing debt to fund certain inventory and equipment purchases from suppliers. These equipment financing debt agreements are entered into with 3rd party banks and are generally payable in equal installments over terms of one to three years, depending on the nature of the underlying purchases being financed. The debt is secured by the inventory and equipment, as applicable, of the operating subsidiaries entering into the agreements, and the long-term agreements have implicit interest rates between 7 – 8%. The Company financed $3.6 million and $3.6 million in inventory and equipment through such financing agreements during the years ended June 30, 2021 and June 30, 2020, respectively. Investment Management As part of the entry into the investment management business, the Company acquired certain assets from MAST Capital and in consideration for those assets, GP Corp. issued a senior secured note payable (the GP Corp. Note Payments and interest expense incurred on the GP Corp. Note are summarized in the following table: For the years ended June 30, (in thousands) 2021 (1) 2020 Principal payments $ - $ 76 Interest expense 73 167 (1) |
Convertible Notes
Convertible Notes | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 14. Convertible Notes On February 26, 2020, the Company issued Convertible Notes at par with an aggregate principal balance of $30 million due February 26, 2030 (the Convertible Notes ▪ $6.4 million issued to entities associated with Matthew A. Drapkin, including funds managed by Northern Right Capital Management, L.P. ( Northern Right ), a significant shareholder. Mr. Drapkin, a member of the Company’s Board of Directors, is the Chief Executive Officer of Northern Right. ▪ $6.8 million issued to entities associated with Jason W. Reese, including funds managed by ICAM, a significant shareholder. ▪ $0.7 million issued to entities associated with Eric J. Scheyer, a member of the Company’s Board of Directors. ▪ $2.3 million issued to MAST Capital, owner of 7.5% of our outstanding company stock. The Convertible Notes accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, commencing June 30, 2020, in cash or in kind at the option of the Company. Each $1,000 principal amount of the Convertible Notes are convertible into 288.0018 shares of the Company’s common stock, subject to the terms therein, prior to maturity at the option of the holder. The Company may, subject to compliance with the terms of the Convertible Notes, effect the conversion of some or all of the Convertible Notes into shares of common stock, subject to certain liquidity and pricing requirements, as specified in the Convertible Notes. The embedded conversion feature in the Convertible Notes qualifies for the scope exception to derivative accounting in ASC Topic 815, Derivatives and Hedging, discount. In valuing the conversion option, we estimated that the yield on an identical non-convertible instrument would be 12.5 % , and the expected term of the Convertible Notes would be equal to their contractual term of 10 years , resulting in a debt discount of $ 12.6 million. In determining the effective yield, we considered the effective yield of the Company’s existing debt agreements as well as those of market comparables based on our credit rating analysis. The Company incurred $ million in issuance costs, which were allocated ratably between the debt and equity portions of the instrument. Both the debt discount and debt issuance costs are being amortized over the 10-year Convertible Notes term and are netted with the principal balance within convertible debt on our condensed consolidated balance sheet. The Company incurred interest expense of $2.4 million and $0.8 million related to the Convertible Notes for the years ended June 30, 2021 and 2020, respectively, inclusive of non-cash interest related to amortization of discount. Interest payments were paid-in-kind by issuing $1.6 million and $0.5 million of additional Convertible Notes to holders for the years ended June 30, 2021 and 2020, respectively. As of June 30, (in thousands) 2021 2020 Convertible Notes principal $ 34,346 $ 30,521 Unamortized debt discounts and issuance costs (12,292 ) (13,077 ) Total Convertible Notes 22,054 17,444 |
CARES Act
CARES Act | 12 Months Ended |
Jun. 30, 2021 | |
Extraordinary And Unusual Items [Abstract] | |
CARES Act | 15. CARES Act On March 27, 2020, the President of the United States passed into law the Coronavirus Aid, Relief, and Economic Security Act ( CARES Act PPP Loan Between funding and June 30, 2020, the Company spent these proceeds on covered purposes and has recognized the proceeds as a reduction to operating expenses. During the year ended June 30, 2021, the Company submitted a forgiveness application to the lender seeking full forgiveness of the PPP Loan, which was approved by the U.S. Small Business Administration. Additionally, pursuant to the CARES Act, Congress appropriated $100 billion in relief funds for hospitals and healthcare providers through grants administered by the U.S. Department of Health and Human Services ( HHS We have accounted for such proceeds as in-substance government grants by analogizing to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance On December 27, 2020, the Taxpayer Certainty and Disaster Tax Relief Act of 2020 expanded certain benefits made available under the CARES Act, including modifying and extending the Employee Retention Credit ( ERC |
Non-Controlling Interests and P
Non-Controlling Interests and Preferred Stock of Subsidiary | 12 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests and Preferred Stock of Subsidiaries | 16. Non-Controlling Interests and Preferred Stock of Subsidiary Holders of non-controlling interests ( NCI As of June 30, (in thousands) 2021 2020 DME Inc. Temporary equity - 3,890 Permanent equity - 3,890 Total DME Inc. - 7,780 HC LLC Temporary equity 2,639 - Permanent equity 2,639 - Total HC LLC 5,278 - GP Corp. Permanent equity (79 ) (782 ) GEC GP Permanent equity - - Consolidated Funds Permanent equity 4,228 - Forest Permanent equity 2,761 - FM Holdings Permanent equity - 778 Total $ 12,188 $ 7,776 The following table summarizes the net income (loss) attributable to the non-controlling interests on the consolidated statements of operations: For the years ended June 30, (in thousands) 2021 2020 DME Inc. Temporary equity (263 ) (22 ) Permanent equity (263 ) (22 ) Total DME Inc. (526 ) (44 ) HC LLC Temporary equity - - Permanent equity - - Total HC LLC - - GP Corp. Permanent equity (87 ) (156 ) GEC GP Permanent equity (1 ) - Consolidated Funds Permanent equity (96 ) - Forest Permanent equity 62 - FM Holdings Permanent equity 53 48 Total $ (595 ) $ (152 ) HC LLC and DME Inc. – Non-controlling interest classified as temporary equity In connection with the acquisition of the acquired businesses on September 7, 2018, the Company issued a 9.95% common stock equity ownership in DME Inc. The holder of the interest has a board observer rights for the DME Inc. board of directors, but no voting rights. DME Inc. has the right of first offer if the holder desires to sell the security and in the event of a sale of DME Inc., the holder must sell their securities (drag along rights) and has the right to participate in sales of DME Inc. securities (tag along rights). In addition, upon the seventh anniversary of issuance date, if (i) the holder owns at least 50% of the common shares issued to it at the closing of the transaction, (ii) an initial public offering of DME Inc. has not commenced and (iii) the holder has not had an earlier opportunity to sell its shares at their fair market value, the holder has the right to request a marketing process for a sale of DME Inc. and has the right to put its common shares to DME Inc. at the price for such shares implied by such marketing process. The Company also has the right to call the holder’s common shares at such price. The holder of the non-controlling interest is entitled to participate in earnings of DME Inc. and is not required to fund losses. As the redemption is contingent upon future events outside of the Company’s control which are not probable, the Company has classified the non-controlling interest as temporary equity and its fair value on the date of issuance, adjusted for any earnings in DME Inc. As a result of the reorganization discussed in Note 4 – Reorganization and Financing Transactions the non-controlling interests in DME Inc. became non-controlling interests in HC LLC on May 31, 2021. The holder of this non-controlling interest, Corbel, is also the holder of the Series A-1 Preferred Stock and previously was the holder of the Corbel Facility. See Note 7 – Related Party Transactions and Note 13 – Borrowings. HC LLC and DME Inc. – Non-controlling interest classified as permanent equity In connection with the acquisition of the acquired businesses on September 7, 2018, the Company issued one of the former owners, a 9.95% common stock equity ownership in DME Inc. The rights are consistent with the non-controlling interest classified as temporary equity, other than the holder does not have a contingent put right. Accordingly, Company has classified the non-controlling interest as permanent equity at its fair value on the date of issuance, adjusted for any earnings in DME Inc. As a result of the reorganization discussed in Note 4 – Reorganization and Financing Transactions the non-controlling interests in DME Inc. became non-controlling interests in HC LLC on May 31, 2021. GP Corp. – Non-controlling interest classified as permanent equity In connection with the acquisition of the investment management business in November 2016, the Company issued certain affiliates and employees of the Company a 19.9% interest in GP Corp. During the year ended June 30, 2021, the Company repurchased 18.1% of such interests, leaving a 1.8% non-controlling interest in GP Corp. as of June 29, 2021. Great Elm Group, Inc’s 98.2% interest in GP Corp was then exchanged for a direct interest in GP Corp’s wholly-owned GEC GP. Following the consummation of the reorganization on June 29, 2021, the Company no longer has an interest in GP Corp. GEC GP – Non-controlling interest classified as permanent equity As described above, on June 29, 2021 Great Elm Group, Inc. exchanged their 98.2% interests in GP Corp for an identical 98.2% direct interest in GP Corp’s wholly-owned subsidiary GEC GP. GEC GP owns the rights to the Profit Sharing Agreement with GECM as well as an intercompany obligation under the GP Corp. Note. The holder of the non-controlling interest is an employee of GECM and is entitled to participate in the cumulative earnings generated by the IMA. Forest – Non-controlling interest classified as permanent equity In connection with the JPM Transactions on December 29, 2020, the Company sold JPM a 20.0% common stock interest in Forest in exchange for $2.7 million. JPM has a representative on the Forest board of directors and the right to designate a number of directors commensurate with their common stock ownership interest. Forest has the right of first offer if the holder desires to sell the security and in the event of a sale of Forest, the holder must sell their securities (drag along rights) and has the right to participate in sales of Forest securities (tag along rights). The holder of the non-controlling interest is entitled to participate in earnings of Forest and is not required to fund losses. The holder of this non-controlling interest, JPM, is also the holder of Forest Preferred Stock discussed below. See Note 7 – Related Party Transactions. Consolidated Funds – Non-controlling interest classified as permanent equity As of June 30, 2021, GEG held 71.3% of the capital in GESOF. The remaining capital in GESOF is recorded as a non-controlling interest. These non-controlling interests of GESOF include affiliated individuals and entities. FM Holdings – Non-controlling interest classified as permanent equity In connection with the acquisition of the real estate business in March 2018, the Company issued the former owner a 19.9% interest in FM Holdings. The real estate business was sold in June 2021. See Note 5 – Discontinued Operations. Redeemable Preferred Stock of Subsidiaries The following table summarizes the preferred stock activity for the year ended June 30, 2021: Balance, as of June 30, 2020 Issuance of Preferred Stock Redemption of Preferred Stock Balance, as of June 30, 2021 HC LLC Series A-1 Preferred Stock - 10,090 - 10,090 Series A-2 Preferred Stock - 34,010 - 34,010 Total HC LLC - 44,100 - 44,100 Forest Forest Preferred Stock - 35,010 - 35,010 Total - 79,110 - 79,110 There was no preferred stock activity during the year ended June 30, 2020. HC LLC - Series A-1 Preferred Stock classified as a liability In connection with the JPM Transactions, the Company issued 10,090 shares of Series A-1 Preferred Stock with a face value of $1,000 per share at issuance. The shares were issued pro-rata to the stockholders of DME Inc. in the form of a distribution and no consideration was provided in exchange for such instruments. The shares provide for a 9% annual dividend, which is payable quarterly. The shares are mandatorily redeemable by the Company at their face value of $1,000 per share on the earlier of certain redemption events or December 29, 2027. The redemption events include a bankruptcy, change in control or sale of the durable medical equipment business. The shares are redeemable at any time at the option of Company at a redemption price equal to face value. The shares rank senior and have preference to the common shares of HC LLC. The shares are non-voting, do not participate in the earnings of HC LLC and contain standard protective rights. As the shares of Series A-1 Preferred Stock are mandatorily redeemable at a specified date, the security has been classified as a liability in the consolidated balance sheet. The dividends on the shares are included in interest expense in the consolidated statement of operations. The fair value of each share of Series A-1 Preferred Stock on the issuance date was determined to be $801 per share. The difference between the fair value and the redemption value of $1,000 per share as well as debt issuance costs of $0.2 million is accounted for as a debt discount and accretion of the discount will be charged to interest expense over the 7-year period to redemption using the effective interest method. The holders of the Series A-1 Preferred Stock include our majority-owned consolidated subsidiary Forest (8,082 shares), as well as Corbel and VHG (each 1,004 shares), who are also the holders of non-controlling interests in DME Inc. discussed above. See Note 7 – Related Party Transactions. Such shares of Series A-1 Preferred Stock issued to consolidated subsidiaries and their effects on our operations have been eliminated in consolidation. HC LLC Series A-2 Preferred Stock classified as a liability In connection with the JPM Transactions, the Company issued 34,010 shares of Series A-2 Preferred Stock with a face value of $1,000 per share at issuance. The shares were issued to Forest in exchange for cash equal to the face value of such shares. The shares provide for a 9% annual dividend, which is payable quarterly. The shares are mandatorily redeemable by the Company at their face value of $1,000 per share on December 29, 2027, or at a 0-3% premium decreasing over time based upon the occurrence of certain redemption events prior to December 29, 2027. The redemption events include a bankruptcy, change in control or sale of the durable medical equipment business. The shares are redeemable at any time at the option of Company at a redemption price at face value plus the 0-3% premium then in place. The shares rank senior and have preference to the common shares of HC LCC. The shares are non-voting and contain standard protective rights. In addition, upon a sale of the durable medical equipment business, the holders of HC LLC Series A-2 Preferred Stock are entitled to the greater of their liquidation preference or 33% of proceeds arising from such sale. As the shares of Series A-2 Preferred Stock are mandatorily redeemable at a specified date, the security has been classified as a liability in the consolidated balance sheet. The dividends on the shares are included in interest expense in the consolidated statement of operations. We have identified the feature allowing holders of the HC LLC Series A-2 Preferred Stock to participate in up to 33% of proceeds arising from a sale of the durable medical equipment business as an embedded derivative. We have bifurcated this embedded derivative from the mandatorily redeemable preferred stock host and have recorded the derivative liability at fair value. The fair value of the derivative liability on the issuance date was $6.5 million, and will be marked to fair value at each reporting date going forward. The fair value of each share of Series A-2 Preferred Stock on the issuance date was determined to be $810 per share. The difference between the fair value and the redemption value of $1,000 per share as well as debt issuance costs of $1.1 million is accounted for as a debt discount and accretion of the discount will be charged to interest expense over the 7-year period to redemption using the effective interest method. The holder of the Series A-2 Preferred Stock is our majority-owned consolidated subsidiary Forest. Such shares and related embedded derivatives issued to consolidated subsidiaries and their effects on our operations have been eliminated in consolidation. Forest Preferred Stock classified as a liability In connection with the JPM Transactions, Forest issued 35,010 shares of preferred stock in Forest with a face value of $1,000 per share at issuance. The preferred shares were sold to JPM in exchange for cash equal to the face value of such shares. The preferred shares provide for a 9% annual dividend, which is payable quarterly. The preferred shares are mandatorily redeemable by the Company at their face value of $1,000 per share on December 29, 2027, or at a 0-3% premium decreasing over time based upon the occurrence of certain redemption events prior to December 29, 2027. The redemption events include the occurrence of an ownership change that triggers an IRC § 382 limitation which reduces Forest net operating loss carryforwards to less than $300 million. The preferred shares are redeemable at any time at the option of Company at a redemption price at face value plus the 0-3% premium then in place. The preferred shares rank senior and have preference to the common shares of Forest. The shares are non-voting, do not participate in the earnings of Forest and contain standard protective rights. As the preferred shares are mandatorily redeemable at a specified date, the security has been classified as a liability in the consolidated balance sheet. The dividends on the preferred stock are included in interest expense in the consolidated statement of operations. The fair value of each share of Forest Preferred Stock on the issuance date was determined to equal its face value based on the transaction price. Debt issuance costs of $1.2 million is accounted for as a debt discount and accretion of the discount will be charged to interest expense over the 7-year period to redemption using the effective interest method. The holder of the Forest Preferred Stock is JPM, who is also the holder of the non-controlling interests in Forest discussed above. See Note 7 – Related Party Transactions. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 1 7. Stockholders' Equity Tax Benefits Preservation Agreement On January 28, 2018, the Board of Directors of the Company adopted a Tax Benefits Preservation Agreement, between the Company and Computershare Trust Company, N.A., as Rights Agent (the Rights Plan Expired Agreement The Rights Plan is designed to reduce the possibility that certain changes in ownership could result in limitations on the use of the tax attributes, by restricting the ability of a person or entity from acquiring ownership (including through attribution under the tax law) of 4.99% or more of the Company’s common stock and the ability of persons or entities now owning 5% or more of the outstanding common shares from acquiring additional common shares. Pursuant to the terms of the Rights Plan, the Company’s Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a Tax Right Common Stock Record Date one ten Unit Exercise Price The Tax Rights are not exercisable until the Distribution Date and will expire at the earlier of (a) January 29, 2028; (b) the time when the Tax Rights are redeemed as provided therein; (c) the time when the Rights are exchanged as provided therein; (d) the repeal of Section 382 of the Code if the Independent Directors (as defined in the Rights Plan) determine that the Rights Plan is no longer necessary for the preservation of Tax Benefits (as defined in the Rights Planet); (e) the beginning of the taxable year of the Company to which the Company’s Board of Directors determines that no Tax Benefits may be carried forward, unless previously redeemed or exchanged by the Company. Stock Plans In November 2013, the Company’s stockholders approved the Amended and Restated 1999 Directors’ Equity Compensation Plan (the Directors’ Plan In November 2013, the Company’s stockholders approved the Amended and Restated 2006 Stock Incentive Plan (the 2006 Plan one and one-half one-year In June 2016, the Company’s stockholders approved the Great Elm Group, Inc. 2016 Long-Term Incentive Plan (the 2016 Long-Term Incentive Plan 2016 Employee Stock Purchase Plan The following table summarizes the number of common shares available for future issuance under the plans discussed above as of June 30, 2021: Shares of Common Stock Available for Future Issuance Directors' Plan 24,166 2006 Plan - 2016 Long-Term Incentive Plan 426,288 2016 Employee Stock Purchase Plan 944,000 Total 1,394,454 Non-Employee Director Deferred Compensation Plan In December 2020, the Company established the Great Elm Group, Inc. Non-Employee Directors Deferred Compensation Plan allowing non-employee directors to defer their cash and/or equity compensation under a non-revokable election for each calendar year. Such compensation is deferred until the earlier of 3 years from the original grant date of such compensation, termination of service or death, and is payable in common stock shares. As of June 30, 2021, there were 29,875 RSUs that had vested but were deferred under the plan. Restricted Stock Awards (Performance Shares) and Restricted Stock Units During the year ended June 30, 2021, there were no awards or forfeitures of restricted stock awards included in the below table and 732,909 remain outstanding as of June 30, 2021. Restricted stock awards granted have both performance and service requirements in connection with the formation of the investment management business. The vesting of these awards is subject to a five-year five-year In order to recognize compensation expense over the vesting period, the Company estimates the probability of the performance target being met on an on-going basis. As of June 30, 2021, the Company estimates that approximately 248,529 of the restricted stock awards are probable of vesting under the performance condition. The Company accounts for forfeitures of the restricted stock awards in the period incurred. There were no forfeitures during the year ended June 30, 2021. Restricted stock units granted are subject to service requirements. The Company accounts for forfeitures of the restricted stock units in the period incurred. During the year ended June 30, 2020 the Company granted 358,568 shares of restricted stock units to employees and directors and 23,104 shares were forfeited related to the resignation of certain directors. The aggregate grant date fair value of restricted stock granted during the 2021 and 2020 fiscal years was $0.9 million and $1.0 million, respectively. For the years ended June 30, 2021 and 2020, the total intrinsic value of restricted stock vested was $1.1 million and $0.7 million, respectively. The activity of the Company’s restricted stock awards and units for the year ended June 30, 2021 was as follows: Restricted Stock Awards and Restricted Stock Units Restricted Stock (in thousands) Weighted Average Grant Date Fair Value Outstanding at June 30, 2020 941 $ 3.71 Granted 352 2.60 Vested (389 ) 2.60 Forfeited - - Outstanding at June 30, 2021 904 $ 3.76 Stock Options The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model and assumptions noted in the following table. The Company estimates the expected term for new grants based upon actual historical experience. The Company’s expected volatility for the expected term of the option is based upon the historical volatility experienced in the Company’s stock price. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company determines the fair value of non-vested shares based on the Nasdaq closing stock price on the date of grant. The ranges of assumptions used to value options granted were as follows: For the years ended June 30, 2021 2020 Expected volatility 63.8% - 66.5% 49.9% - 58.2% Expected dividends - - Expected term (years) 3.25 - 3.25 4.00 - 6.35 Risk-free rate 0.23% - 0.40% 1.54% - 1.90% The option activity for the year ended June 30, 2021 was as follows: Options Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2020 2,475 $ 3.69 5.51 $ - Options granted 18 3.51 Exercised - - Forfeited, cancelled or expired - - Outstanding at June 30, 2021 2,493 $ 3.69 4.51 $ - Exercisable at June 30, 2021 1,972 $ 3.65 4.19 $ - Vested and expected to vest as of June 30, 2021 2,493 $ 3.69 4.51 $ - The weighted average grant date fair value of options, per share, granted during the 2021 and 2020 Stock-based compensation expense totaled $1.8 million and $0.5 million for the years ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and 2020, the Company had unrecognized compensation cost related to all unvested share awards and options totaling $1.4 million |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 8 . Income Taxes The Company had loss from continuing operations before provision for income taxes of $7.5 million and $13.3 million for the years ended 2021 and 2020, respectively. There was no foreign activity during these years. The provision for income taxes includes the following: For the years ended June 30, (in thousands) 2021 2020 Current $ 1,608 $ 8 Deferred $ 205 $ 36 Total $ 1,813 $ 44 The Company recognized an income tax expense from continuing operations of $1.8 million and $0.04 million for the year ended June 30, 2021 and 2020, respectively. This expense consists solely of state and local income taxes. No federal income taxes were incurred for the year ended June 30, 2021 and 2020. The Company recognized an income tax benefit with respect to discontinued operations of $0.1 million during the year ended June 30, 2021 related to intraperiod allocations. No intraperiod allocations were made in 2020. The following table reconciles the expected corporate federal income tax, computed by multiplying the Company's loss before income taxes by the statutory tax rate of 21% to the total tax expense. For the years ended June 30, (in thousands) 2021 2020 Federal tax benefit at statutory rate $ (1,578 ) $ (2,747 ) State taxes net of federal impact (358 ) (459 ) Permanent adjustments 32 33 Change in valuation allowance (95,038 ) (33,929 ) Provision to return true-up (61 ) 182 Deferred remeasurement (196 ) - Net operating loss and credit expirations 99,071 36,724 Stock compensation adjustment (53 ) 156 Other (6 ) 84 Total tax expense $ 1,813 $ 44 The tax effect of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are as follows: As of June 30, (in thousands) 2021 2020 Deferred Tax Assets: Net operating loss carryforwards $ 217,216 $ 322,602 Accruals and allowances not deductible for tax purposes 1,411 2,990 Stock based compensation 621 594 Unrealized loss on investment 5,326 5,422 Lease liability 1,436 1,430 Deferred Gain 11,482 - Interest expense carryforward - 1,111 Total deferred tax assets, gross $ 237,492 $ 334,149 Less: valuation allowance $ (231,777 ) $ (325,943 ) Total deferred tax assets, net $ 5,715 $ 8,206 Deferred Tax Liabilities: Right to use asset $ (1,348 ) $ (1,372 ) Acquired intangibles (207 ) (1,879 ) Convertible debt discount (2,990 ) (3,123 ) Lease receivable - (385 ) Goodwill (1,696 ) (1,055 ) Acquired indefinite lived assets - (713 ) Total deferred tax liabilities $ (6,241 ) $ (8,527 ) Total deferred tax liabilities, net (indefinite-lived assets) $ (526 ) $ (321 ) In light of the Company's history of cumulative operating losses, the Company recorded a valuation allowance for all of its federal and state deferred tax assets, as it is presently unable to conclude that it is more likely than not that the federal and state deferred tax assets in excess of deferred tax liabilities will be realized. The decrease of $94.2 million in the overall valuation allowance relates primarily to the expiration of federal tax attributes. The state deferred amounts reflected in the above table were calculated using the enacted tax rates. The Company will establish the related federal deferred tax liability for the benefit of the state deduction in conjunction with its analysis of the realizability of its state deferred tax assets. The Company has a net deferred tax liability due to indefinite-lived goodwill that is not amortizable for US GAAP purposes. As of June 30, 2021, the Company has net operating loss ( NOL The following table reflects federal NOL carryforwards that will expire beginning in the fiscal year ended June 30, 2022 (in thousands): Fiscal Year of Expiration Federal NOL carryforwards 2022 $ 143,137 2023 131,077 2024 60,132 2025 117,277 2026 through 2037 486,542 Indefinite 13,436 Total $ 951,601 Under Code Section 382, the utilization of a corporation's NOL carryforwards is limited following a change in ownership (as defined by the Code) of greater than 50% within a rolling three-year During the 2021 and 2020 fiscal years, the total amount of gross unrecognized tax benefit activity was as follows (in thousands): Balance as of June 30, 2019 $ 50,454 Addition for tax positions of prior years - Reductions for tax positions of prior years (94 ) Lapse of statute of limitations (5,980 ) Balance as of June 30, 2020 44,380 Addition for tax positions of prior years - Reductions for tax positions of prior years (93 ) Lapse of statute of limitations (8,268 ) Balance as of June 30, 2021 $ 36,019 During the years ended June 30, 2021, and 2020, the Company’s unrecognized tax benefits decreased by $8.4 and $6.1 million respectively due to the expiration of the Company’s historical research and development credits for which an unrecognized tax benefit had been established. As of June 30, 2021 and 2020, the Company had approximately $36.0 million and $44.4 million, respectively, of unrecognized tax benefits. The unrecognized tax benefits, if recognized, would impact the effective tax rate by a corresponding amount without considering the impact of the valuation allowance. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in tax expense on the Company’s consolidated statements of operations. As of June 30, 2021 and 2020, no amount is accrued for interest associated with tax liabilities. Although timing of the resolution and/or closure on the Company's unrecognized tax benefits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits would materially change in the next 12 months. The Company files U.S. federal and U.S. state tax returns. Because of NOL carryforwards, substantially all of the Company's tax years, from the 1995 through 2021 fiscal years, remain open to IRS examinations with the exception of the 2010 and 2009 fiscal years for which IRS examinations have been completed. Substantially all of the Company’s tax years, from the 1995 through 2021 fiscal years, remain open to state tax examination. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 1 9 . Segment Information The Company allocates resources based on two business operating segments: durable medical equipment and investment management with general corporate representing unallocated costs and activity to arrive at consolidated operations. Activity not allocated to the segments include, but are not limited to, certain investment and financing activities, professional fees, costs associated with being a public company, acquisition costs and costs associated with executive and corporate management departments, including compensation, benefits, rent and insurance. All operations and assets are based in the United States. In June 2021, the Company sold our real estate business. Due to its classification as a discontinued operation, our historical segment information has been recast to remove real estate as a reportable segment. The following tables summarize the results of operations by segment. For the year ended June 30, 2021 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Intercompany Eliminations (2) Consolidated Total Revenue: Total revenue $ 57,643 $ 3,210 $ 579 $ (579 ) $ 60,853 Operating costs and expenses: Cost of durable medical equipment sold and services (16,881 ) - - - (16,881 ) Cost of durable medical equipment rentals (6,950 ) - - - (6,950 ) Depreciation and amortization (1,909 ) (473 ) (1 ) - (2,383 ) Stock-based compensation (3) - (757 ) (998 ) - (1,755 ) Transaction costs (4) (299 ) - (618 ) - (917 ) Other selling, general and administrative (28,969 ) (2,810 ) (4,504 ) 579 (35,704 ) Total operating expenses (55,008 ) (4,040 ) (6,121 ) 579 (64,590 ) Other income (expense): Interest expense (3,950 ) (101 ) (3,923 ) 2,354 (5,620 ) Other income (expense) (1,174 ) 3,654 1,716 (2,354 ) 1,842 Total other income (expense), net (5,124 ) 3,553 (2,207 ) - (3,778 ) Total pre-tax income (loss) from continuing operations $ (2,489 ) $ 2,723 $ (7,749 ) $ - $ (7,515 ) For the year ended June 30, 2020 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Intercompany Eliminations (2) Consolidated Total Revenue: Total revenue $ 55,662 $ 3,332 $ 159 $ (159 ) $ 58,994 Operating costs and expenses: Cost of durable medical equipment sold and services (15,055 ) - - - (15,055 ) Cost of durable medical equipment rentals (9,105 ) - - - (9,105 ) Depreciation and amortization (1,878 ) (636 ) (1 ) - (2,515 ) Stock-based compensation (3) - 34 (582 ) - (548 ) Transaction costs (4) - - (863 ) - (863 ) Other selling, general and administrative (26,080 ) (2,138 ) (5,020 ) 159 (33,079 ) Total operating expenses (52,118 ) (2,740 ) (6,466 ) 159 (61,165 ) Other income (expense): Interest expense (3,655 ) (157 ) (764 ) - (4,576 ) Other income (expense) 5 (6,617 ) 57 - (6,555 ) Total other income (expense), net (3,650 ) (6,774 ) (707 ) - (11,131 ) Total pre-tax income (loss) from continuing operations $ (106 ) $ (6,182 ) $ (7,014 ) $ - $ (13,302 ) (1) Previously reported non-operating activity including dividend income and unrealized gains/losses related to managed investments has been reclassified from General Corporate to Investment Management to conform with current segment organization. (2) The Company’s wholly-owned subsidiary, DME Manager, provides advisory services to HC LLC (formerly to DME, Inc) and receives consulting fees for those services. DME Manager is considered part of the general corporate operations while HC LLC is part of the durable medical equipment segment. The corresponding expense to HC LLC and revenue to DME Manager are eliminated in consolidation. Beginning December 29, 2020, DME Manager also provides advisory services to Forest and receives a consulting fee from Forest for those services. Both DME Manager and Forest are part of general corporate operations, and the corresponding revenue and expense are eliminated in consolidation. Additionally, Forest owns Series A-1 Preferred Stock and Series A-2 Preferred Stock of HC LLC. Forest is part of general corporate operations while HC LLC is part of the durable medical equipment segment. The corresponding interest expense to HC LLC and interest income to Forest are eliminated in consolidation. (3) Stock-based compensation attributable to the investment management segment is included in investment management expenses in the consolidated statements of operations. Stock-based compensation attributable to the general corporate segment is included in selling, general and administrative expense in the consolidated statements of operations. (4) Transaction costs, which consist of legal and other professional services, are included in selling, general and administrative expense in the consolidated statements of operations. The following tables summarize assets by segments: As of June 30, 2021 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Total Fixed assets, net $ 8,349 $ 21 $ 2 $ 8,372 Identifiable intangible assets, net 7,104 1,824 - 8,928 Goodwill 50,536 - - 50,536 Other assets 21,150 66,907 5,976 94,033 Total $ 87,139 $ 68,752 $ 5,978 $ 161,869 As of June 30, 2020 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Total Fixed assets, net $ 8,854 $ 35 $ - $ 8,893 Identifiable intangible assets, net 7,974 2,284 - 10,258 Goodwill 50,010 - - 50,010 Other assets 19,055 11,359 35,640 66,054 Total $ 85,893 $ 13,678 $ 35,640 $ 135,215 (1) Managed investment balances have been reclassified from General Corporate to Investment Management to conform with current segment organization. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20 . Commitments and Contingencies From time to time, the Company is involved in lawsuits, claims, investigations and proceedings that arise in the ordinary course of business. The Company maintains insurance to mitigate losses related to certain risks. The Company is not a named party in any other pending or threatened litigation that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows. |
Quarterly Financial Results (Un
Quarterly Financial Results (Unaudited) | 12 Months Ended |
Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Results (Unaudited) | 2 1 . Quarterly Financial Results (Unaudited) The following table sets forth a summary of the Company’s unaudited quarterly operating results for each of the eight quarters in the period ended June 30, 2021. The information has been derived from the Company’s unaudited consolidated financial statements that, in management’s opinion, have been prepared on a basis consistent with the accompanying consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation. Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter Net revenues $ 16,322 $ 13,845 $ 15,303 $ 15,383 $ 14,656 $ 14,960 $ 15,280 $ 14,098 Operating costs and expenses 15,893 14,942 17,223 16,532 12,520 16,690 16,265 15,690 Operating loss from continuing operations $ 429 $ (1,097 ) $ (1,920 ) $ (1,149 ) $ 2,136 $ (1,730 ) $ (985 ) $ (1,592 ) Income (loss) from continuing operations $ (1,390 ) $ (2,991 ) $ (1,017 ) $ (3,930 ) $ 4,064 $ (11,985 ) $ (2,087 ) $ (3,338 ) Income (loss) from discontinued operations 438 73 71 67 32 67 60 60 Net income (loss) attributable to Great Elm Group, Inc. $ (1,219 ) $ (2,760 ) $ (349 ) $ (3,756 ) $ 3,572 $ (11,617 ) $ (1,841 ) $ (3,089 ) Basic income (loss) from continuing operations per share $ (0.06 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Basic income (loss) from discontinued operations per share 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Basic income (loss) per share $ (0.04 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Diluted income (loss) from continuing operations per share $ (0.06 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Diluted income (loss) from discontinued operations per share 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Diluted income (loss) per share $ (0.04 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Shares used in computing: Basic income (loss) per share 25,882 25,757 25,678 25,576 25,469 25,430 25,402 25,373 Diluted income (loss) per share 25,882 25,757 25,678 25,576 25,469 25,430 25,402 25,373 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 2 2 . Subsequent Events On August 31, 2021, through its majority-owned subsidiary, HC LLC, the Company acquired the power mobility assets of MedOne Healthcare LLC ( MedOne |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | 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 Assets and liabilities related to the real estate business operating segment on the Company’s consolidated balance sheet as of June 30, 2020 have been reclassified as assets and liabilities of discontinued operations. All assets and liabilities related to discontinued operations are excluded from the notes unless otherwise noted. In addition, the historical results of the real estate business operating segment have been reflected in the accompanying consolidated statements of operations for the years ended June 30, 2021 and 2020 as discontinued operations. See Note 5 – Discontinued Operations. |
Principles of Consolidation | 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 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 | 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 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 | 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 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, 2021 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, 2021 the Company had unbilled receivables of approximately $0.3 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. |
Investmens | Investments Investments include investments in GECC and other private funds, which are carried at fair value. |
Fair Value Measurements | 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 | 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 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, 2021. |
Goodwill and Other Identifiable Intangible Assets | 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 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 | Leases and Right of Use Assets We determine if an arrangement is a lease at inception. As of June 30, 2021, all of our leases are operating leases. Operating leases are included in right of use assets ( ROU 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 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 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 | 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 | 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. The Company had a contractual arrangement through November 2019 with a third party to provide services in exchange for 26% of the fees earned from the management of GECC, excluding incentive fees. This arrangement was not renewed upon expiration. |
Depreciation and Amortization | 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 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 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 . |
Business Combinations | Business Combinations Business combinations are accounted for at fair value. 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 | 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) 2021 2020 Loss from continuing operations $ (9,328 ) $ (13,346 ) Income from discontinued operations, net of tax 649 219 Net loss $ (8,679 ) $ (13,127 ) Less: net loss attributable to non-controlling interest, continuing operations (648 ) (200 ) Less: net income attributable to non-controlling interest discontinued operations 53 48 Net loss attributable to Great Elm Group $ (8,084 ) $ (12,975 ) Weighted average shares basic and diluted: Weighted average shares of common stock outstanding 25,722 25,418 Weighted average shares used in computing income (loss) per share 25,722 25,418 Basic and diluted income (loss) per share from: Loss from continuing operations $ (0.34 ) $ (0.52 ) Income from discontinued operations 0.03 0.01 Net loss $ (0.31 ) $ (0.51 ) When calculating earnings per share, we are required to adjust for the dilutive effect of common stock equivalents. 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 anti-dilutive. As of June 30, 2020, the Company had 12,206,044 potential shares of common stock, including 8,790,049 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, 2021 and 2020, the Company had an aggregate of 732,909 issued shares that are subject to forfeiture by the employee at a nominal price if service and 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 | 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 | 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, 2021 2020 (1) Government Payor 37% 33% Third-party Payor 12% 11% (1) Revenue concentration percentages have been recast from those previously reported to reflect the presentation of the real estate business within discontinued operations. The following table summarizes customer concentrations as a percentage of accounts receivable: As of June 30, 2021 2020 Government Payor 30% 23% Third-party Payor 14% 12% |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards Fair Value Measurements In August 2018, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Updated ( ASU ) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , resulting in various disclosures related to fair value measurements being eliminated, modified or supplemented. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019, with an option to early adopt any eliminated or modified disclosures, and to delay adoption of the additional disclosures, until the effective date. The Company early adopted the eliminated and modified disclosures of ASU 2018-13 during the three months ended September 30, 2018 and adopted the supplemental disclosures related to level 3 fair value measurements as of July 1, 2020. 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. Accounting for Convertible Instruments In August 2020, the FASB issued 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 are 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 determined to adopt 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. As such, upon adoption we will reverse this entry to additional-paid in capital and the Convertible Notes in all periods presented, and will reverse any life-to-date interest expense associated with the amortization of the discount as an adjustment to beginning retained earnings of the prior year. Had this ASU been adopted in the current year, our interest expense and net losses for the years ended June 30, 2021 and 2020 would have been lower by $0.7 million and $0.2 million, respectively. |
Revenue | Revenue The revenues from each major source of revenue are summarized in the following table: For the years ended June 30, (in thousands) 2021 2020 Product and Services Revenue Investment Management Management Fees $ 2,652 $ 2,793 Administration Fees 558 539 3,210 3,332 Durable Medical Equipment Equipment Sales 32,293 28,934 Service Revenues 5,167 5,279 37,460 34,213 Total product and services revenue $ 40,670 $ 37,545 Rental Revenues Durable Medical Equipment Medical Equipment Rental Income 20,183 21,449 Total rental revenue 20,183 21,449 Total $ 60,853 $ 58,994 Revenue Accounting Under Topic 606 In determining the appropriate amount of revenue to be recognized under FASB Accounting Standards Codification Topic 606, Revenues, Topic 606 Durable Medical Equipment Revenue Equipment Sales and Services Revenues The Company sells durable medical equipment, replacement parts and supplies to customers and recognizes revenue at the point control is transferred through delivery to the customer. Each piece of equipment, part or supply is distinct and separately priced thus they each represent a single performance obligation. The revenue is allocated amongst the performance obligations based upon the relative standalone selling price method, however, items are typically all delivered or supplied together. The customer and, if applicable, the Payors are generally charged at the time that the product is sold, although separate layers of insurance coverage may need to be invoiced before final billings may occur. The Company also provides sleep study services to customers and recognizes revenue when the results of the sleep study are complete as that is when the performance obligation is met. The transaction price on both equipment sales and sleep studies is the amount that the Company expects to receive in exchange for the goods and services provided. Due to the nature of the durable medical equipment business, billing adjustments customarily occur during the collections process when explanations of benefits are received by Payors, and as amounts are deferred to secondary Payors or to patient responsibility . As such, we constrain the transaction price for the difference between the amounts billed and what we believe we will collect from Payors and from patients. The transaction price therefore is predominantly based on contractual payment rates determined by the Payors. The Company does not generally contract with uninsured customers. We determine our estimates of billing adjustments based upon contractual agreements, our policies and historical experience. While the rates are fixed for the product or service with the customer and the Payors, such amounts typically include co-payments, co-insurance and deductibles, which vary in amounts, from the patient customer. The Company includes in the transaction price only the amount that the Company expects to be entitled, which is substantially all of the Payor billings at contractual rates. T he transaction price is initially constrained by the amount of customer co-payments we estimate will not be collected . Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain Payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application or claim denial. The Company constrains revenue for these estimated adjustments. During the year ended June 30, 2021, there were no material changes in estimates relating to prior periods. The payment terms and conditions of customer contracts vary by customer type and the products and services offered. The Company may provide shipping services prior to the point of delivery and has concluded that the services represent a fulfilment activity and not a performance obligation. Returns and refunds are not accepted on either equipment sales or sleep study services. The Company does not offer warranties to customers in excess of the manufacturer’s warranty. Any taxes due upon sale of the products or services are not recognized as revenue. The Company does not incur contract acquisition costs. The Company generally does not have any partially or unfilled performance obligations related to contracts with customers. However, during the quarter ended June 30, 2020, the Company applied for and received $4.4 million in advanced payments from the Centers for Medicare and Medicaid Services (CMS) under their Accelerated and Advance Payment Program, which was expanded to increase cash flow to providers of services and suppliers impacted by the 2019 Novel Coronavirus (COVID-19) pandemic. We have issued recoupments of $0.9 million during the year ended June 30, 2021, leaving a remaining balance of $3.5 million. The Company has no other contract liabilities as of June 30, 2021 or 2020. Included in sales and services revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the Payor. The estimate of net unbilled sales and service revenue recognized is based on historical trends and estimates of future collectability. As of June 30, 2021 and 2020, net unbilled sales and service revenue is approximately $0.2 million and $0.3 million, respectively, and is included in accounts receivable. Investment Management Revenue The Company recognizes revenue from its investment management business at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customer. Investment management revenue primarily consists of fees based on a percentage of assets under management, fees based on the performance of managed assets, and administrative fees. Fees are based on agreements with each investment products and may be terminated at any time by either party subject to the specific terms of each respective agreement. Management Fees The Company earns management fees based on the investment management agreement GECM has with GECC and other private funds managed by GECM (collectively, the Funds Incentive Fees The Company earns incentive fees based on the investment management agreements GECM has with GECC and separately managed accounts. Where an investment management agreement includes both management fees and incentive fees, the performance obligation is considered to be a single obligation for both fees. Incentive fees are variable consideration associated with the GECC investment management agreement. Incentive fees are earned based on investment performance during the period, subject to the achievement of minimum return levels or high-water marks, in accordance with the terms of the respective investment management agreements. Incentive fees range from 5.0% to 20.0% of the performance-based metric specified within each agreement. Because of the uncertainty of when incentive fees will be collected due to market conditions and investment performance, incentive fees are fully constrained and not recorded until received and the probability of significant reversal of the fees is eliminated Administration Fees The Company earns administration fees based on the administration agreement GECM has with GECC whereby GECC reimburses GECM for costs incurred in performing administrative functions for GECC. This revenue is recognized over time as the services are performed. Administrative fees are billed quarterly in arrears, which is consistent with the timing of the delivery of services and reflect agreed upon rates for the services provided. The services are accounted for as a single performance obligation that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis. Revenue Accounting Under Topic 842 Durable Medical Equipment Revenue Equipment Rental Revenue Under FASB Accounting Standards Codification Topic 842, Leases, Topic 842 Certain customer co-payments are included in revenue to the extent they are considered probable of payment. The lease term begins on the date products are delivered to patients and are recorded at amounts estimated to be received under reimbursement arrangements with third-party payors, including Medicare, private payors, and Medicaid. Due to the nature of the industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenue and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain Payors may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application or claim denial. There were no material changes in estimates recorded in the year ended June 30, 2021, relating to prior periods. Although invoicing typically occurs at the beginning of the monthly rental period, we recognize revenue from rentals on a daily basis. Since rental agreements can commence at any time during a given month, we defer revenue related to the remaining monthly rental period as of period end. Deferred revenue related to rentals was $1.0 million and $1.3 million as of June 30, 2021 and 2020, respectively. Included in rental revenue are unbilled amounts for which the revenue recognition criteria had been met as of period-end but were not yet billed to the Payor. Net unbilled rental revenue is recognized to the extent payment is probable. As of June 30, 2021 and 2020, net unbilled rental revenue is approximately $0.1 million and $0.2 million, respectively, and is included in accounts receivable. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property, Equipment, Real Estate Assets and Rental Equipment | 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 |
Earnings Per Share, Basic and Diluted | 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) 2021 2020 Loss from continuing operations $ (9,328 ) $ (13,346 ) Income from discontinued operations, net of tax 649 219 Net loss $ (8,679 ) $ (13,127 ) Less: net loss attributable to non-controlling interest, continuing operations (648 ) (200 ) Less: net income attributable to non-controlling interest discontinued operations 53 48 Net loss attributable to Great Elm Group $ (8,084 ) $ (12,975 ) Weighted average shares basic and diluted: Weighted average shares of common stock outstanding 25,722 25,418 Weighted average shares used in computing income (loss) per share 25,722 25,418 Basic and diluted income (loss) per share from: Loss from continuing operations $ (0.34 ) $ (0.52 ) Income from discontinued operations 0.03 0.01 Net loss $ (0.31 ) $ (0.51 ) |
Summarizes Customer Concentrations as Percentage of Revenues and Accounts Receivable | 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, 2021 2020 (1) Government Payor 37% 33% Third-party Payor 12% 11% (1) Revenue concentration percentages have been recast from those previously reported to reflect the presentation of the real estate business within discontinued operations. The following table summarizes customer concentrations as a percentage of accounts receivable: As of June 30, 2021 2020 Government Payor 30% 23% Third-party Payor 14% 12% |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Major Source of Revenue | The revenues from each major source of revenue are summarized in the following table: For the years ended June 30, (in thousands) 2021 2020 Product and Services Revenue Investment Management Management Fees $ 2,652 $ 2,793 Administration Fees 558 539 3,210 3,332 Durable Medical Equipment Equipment Sales 32,293 28,934 Service Revenues 5,167 5,279 37,460 34,213 Total product and services revenue $ 40,670 $ 37,545 Rental Revenues Durable Medical Equipment Medical Equipment Rental Income 20,183 21,449 Total rental revenue 20,183 21,449 Total $ 60,853 $ 58,994 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Reconciliation of Net Income from Discontinued Operations | The following table provides a reconciliation of the Company’s net income from discontinued operations presented in the consolidated statements of operations: For the years ended June 30, (in thousands) 2021 2020 Discontinued operations: Net revenue $ 5,005 $ 5,104 Real estate expenses (505 ) (544 ) Depreciation and amortization (1,689 ) (1,722 ) Operating income from discontinued operations 2,811 2,838 Interest expense (2,536 ) (2,619 ) Gain on sale of real estate business 263 - Pretax income from discontinued operations 538 219 Income tax benefit 111 - Net income from discontinued operations $ 649 $ 219 |
Reconciliation of Assets and Liabilities of Discontinued Operations | The following table provides a reconciliation of the assets and liabilities of discontinued operations presented in the consolidated balance sheet: (in thousands) As of June 30, 2020 Cash and cash equivalents $ 19 Restricted cash 846 Prepaid and other current assets 49 Total current assets of discontinued operations 914 Real estate assets, net 53,188 Identifiable intangible assets, net 4,871 Other assets 1,257 Total Assets $ 60,230 Accrued expenses and other liabilities 503 Current portion of long term debt 2,326 Total current liabilities of discontinued operations 2,829 Long term debt, net of current portion 52,781 Other liabilities 478 Total Liabilities $ 56,088 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Activity and Outstanding Balances Between Managed Investment Products and Company | The following tables summarize activity and outstanding balances between the managed investment products and the Company. For the years ended June 30, (in thousands) 2021 2020 Net unrealized gain (loss) on investments $ 155 $ (8,684 ) Net unrealized gain on investments of consolidated funds 545 - Dividend income 2,954 2,068 As of As of June 30, (in thousands) 2021 2020 Dividends receivable $ 554 $ 170 Investment management revenues receivable 936 746 Receivable for reimbursable expenses paid 297 158 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring and Non-recurring Basis | The assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized in the tables below: Fair Value as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Equity investments $ 19,444 $ - $ - $ 19,444 Equity investments of Consolidated Funds 26,490 - - 26,490 Total assets within the fair value hierarchy $ 45,934 $ - $ - $ 45,934 Investments valued at net asset value $ 4,600 Total assets $ 50,534 Liabilities: Participation feature of HC LLC Series A-2 Preferred Stock $ - $ - * * Contingent consideration liability - - 271 271 Total liabilities $ - $ - $ 271 $ 271 * Balance eliminates in consolidation. Fair Value as of June 30, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investments $ 8,705 $ - $ - $ 8,705 Total assets $ 8,705 $ - $ - $ 8,705 Liabilities: Contingent consideration liability $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - |
Reconciliation of Changes in Contingent Consideration, Level 3 Liability | The following is a reconciliation of changes in contingent consideration, a Level 3 liability: For the years ended June 30, (in thousands) 2021 2020 Beginning Balance $ - $ 1,135 Additions 397 - Payments - - Change in fair value (126 ) (1,135 ) Ending Balance $ 271 $ - |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Fixed Assets | The following tables detail the Company’s fixed assets: (in thousands) June 30, 2021 June 30, 2020 Property and Equipment Leasehold improvements $ 835 $ 858 Vehicles 172 237 Computer equipment and software 500 298 Furniture and fixtures 422 394 Sleep study equipment 593 589 2,522 2,376 Accumulated depreciation (1,541 ) (966 ) Net carrying amount $ 981 $ 1,410 Medical Equipment Held for Rental Medical equipment held for rental $ 14,933 $ 13,828 Accumulated depreciation (7,542 ) (6,345 ) Net carrying amount $ 7,391 $ 7,483 |
Summary of Reconciles Depreciation Expense | The following table reconciles depreciation expense included in the following lines of the consolidated statements of operations to total depreciation expense for each period presented. For the years ended June 30, (in thousands) 2021 2020 Depreciation and amortization $ 693 $ 645 Cost of durable medical equipment rentals 6,286 8,267 Total depreciation expense $ 6,979 $ 8,912 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill | The changes in the carrying value of goodwill are as follows: For the years ended June 30, (in thousands) 2021 2020 Beginning Balance $ 50,010 $ 50,397 Acquisitions 648 - Purchase accounting adjustment (122 ) (387 ) Ending Balance $ 50,536 $ 50,010 |
Summary of Acquired Identifiable Intangible Assets | The following tables provide additional detail related to the Company’s acquired identifiable intangible assets: As of June 30, 2021 As of June 30, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Durable Medical Equipment Tradename $ 9,060 $ (2,511 ) $ 6,549 $ 8,800 $ (1,613 ) $ 7,187 Hospital Contracts 90 (15 ) 75 - - - Non-compete agreements 1,370 (890 ) 480 1,360 (573 ) 787 10,520 (3,416 ) 7,104 10,160 (2,186 ) 7,974 Investment Management Investment management agreement 3,900 (2,293 ) 1,607 3,900 (1,887 ) 2,013 Assembled workforce 526 (309 ) 217 526 (255 ) 271 4,426 (2,602 ) 1,824 4,426 (2,142 ) 2,284 Total $ 14,946 $ (6,018 ) $ 8,928 $ 14,586 $ (4,328 ) $ 10,258 |
Summary of Amortization Expense of Identifiable Intangible Assets | Aggregate Amortization Expense (in thousands) For the year ended June 30, 2021 $ 1,690 For the year ended June 30, 2020 1,869 Estimated Future Amortization Expense (in thousands) For the year ending June 30, 2022 $ 1,571 For the year ending June 30, 2023 1,468 For the year ending June 30, 2024 1,269 For the year ending June 30, 2025 1,159 For the year ending June 30, 2026 1,097 Thereafter 2,364 Total 8,928 |
Lessee Operating Leases (Tables
Lessee Operating Leases (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Schedule of Additional Details of Lease Presented in Balance Sheet | The following table provides additional details of the leases presented in the balance sheets: (in thousands) June 30, 2021 June 30, 2020 Facilities Right of use assets $ 5,121 $ 5,265 Current portion of lease liabilities 1,864 1,560 Lease liabilities, net of current portion 3,532 3,990 Total liabilities $ 5,396 $ 5,550 Weighted-average remaining life 3.3 years 3.9 years Weighted-average discount rate 11.0 % 11.7 % Vehicles Right of use assets $ 87 $ 61 Current portion of lease liabilities 29 20 Lease liabilities, net of current portion 58 41 Total liabilities $ 87 $ 61 Weighted-average remaining life 3.9 years 2.8 years Weighted-average discount rate 9.8 % 12.3 % Equipment Right of use assets $ 33 $ 66 Current portion of lease liabilities 27 37 Lease liabilities, net of current portion 6 29 Total liabilities $ 33 $ 66 Weighted-average remaining life 1.0 years 2 years Weighted-average discount rate 12.5 % 12.5 % |
Schedule of Operating Lease Cost | Operating lease costs are included in the operating expense associated with the business segment leasing the asset on the statements of operations and are included in cash flows from operating activities on the statements of cash flows. Certain operating leases include variable lease costs which are not material and are included in operating lease costs. Additional details are presented in the following table: For the years ended June 30, (in thousands) 2021 2020 Facilities Operating lease cost $ 2,469 $ 2,097 Cash paid for operating leases 1,973 2,071 Vehicles Operating lease cost $ 50 $ 27 Cash paid for operating leases 50 27 Equipment Operating lease cost $ 61 $ 45 Cash paid for operating leases 61 45 |
Schedule of Company's Undiscounted Cash Payment Obligations for Operating Lease | The following table summarizes the Company’s undiscounted cash payment obligations for its operating leases: (in thousands) For the year ending June 30, 2022 2,468 For the year ending June 30, 2023 1,774 For the year ending June 30, 2024 1,296 For the year ending June 30, 2025 766 For the year ending June 30, 2026 499 Thereafter 106 Total lease payments $ 6,909 Imputed interest (1,393 ) Total lease liabilities $ 5,516 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Related Party Borrowings of Subsidiaries | Related party borrowings of the Company’s subsidiaries are summarized in the following table: As of June 30, (in thousands) Subsidiaries 2021 2020 Corbel Facility HC LLC and subsidiaries $ - $ 25,106 GP Corp. Note GEC GP * 3,072 Total principal $ - $ 28,178 Unamortized debt issuance cost - (275 ) Total long-term related party notes payable - 27,903 Less current portion of related party notes payable - (5,207 ) Related party notes payable, net of current portion $ - $ 22,696 *Balance eliminates in consolidation. |
Schedule of Subsidiaries' Other Outstanding Borrowings | The Company’s subsidiaries’ other outstanding borrowings are summarized in the following table: As of June 30, (in thousands) Subsidiaries 2021 2020 DME Revolver HC LLC and subsidiaries $ - $ 3,900 Equipment Financing HC LLC and subsidiaries 2,041 2,230 Total principal $ 2,041 $ 6,130 Unamortized debt discounts and issuance costs - (5 ) Total other outstanding borrowings 2,041 6,125 Less current portion of other outstanding borrowings (1,974 ) (5,929 ) Other outstanding borrowings, net of current portion $ 67 $ 196 |
Schedule of Aggregate Future Required Principal Debt Repayments | The Company’s aggregate future required principal debt repayments are summarized in the following table: (in thousands) Principal Due For the year ending June 30, 2022 $ 1,974 For the year ending June 30, 2023 67 Total $ 2,041 |
Corbel Facility | |
Debt Instrument [Line Items] | |
Schedule of Payments and Interest Expense Incurred | Principal payments and interest expense incurred on the Corbel Facility are summarized in the following table: For the years ended June 30, (in thousands) 2021 2020 Principal payments $ 25,106 $ 2,477 Interest expense 1,296 3,226 |
GP Corp. Note | |
Debt Instrument [Line Items] | |
Schedule of Payments and Interest Expense Incurred | Payments and interest expense incurred on the GP Corp. Note are summarized in the following table: For the years ended June 30, (in thousands) 2021 (1) 2020 Principal payments $ - $ 76 Interest expense 73 167 (1) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The Company incurred interest expense of $2.4 million and $0.8 million related to the Convertible Notes for the years ended June 30, 2021 and 2020, respectively, inclusive of non-cash interest related to amortization of discount. Interest payments were paid-in-kind by issuing $1.6 million and $0.5 million of additional Convertible Notes to holders for the years ended June 30, 2021 and 2020, respectively. As of June 30, (in thousands) 2021 2020 Convertible Notes principal $ 34,346 $ 30,521 Unamortized debt discounts and issuance costs (12,292 ) (13,077 ) Total Convertible Notes 22,054 17,444 |
Non-Controlling Interests and_2
Non-Controlling Interests and Preferred Stock of Subsidiary (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Summary of Non-controlling Interest Balance on Consolidated Balance Sheet | The following table summarizes the non-controlling interest balances on the consolidated balance sheets: As of June 30, (in thousands) 2021 2020 DME Inc. Temporary equity - 3,890 Permanent equity - 3,890 Total DME Inc. - 7,780 HC LLC Temporary equity 2,639 - Permanent equity 2,639 - Total HC LLC 5,278 - GP Corp. Permanent equity (79 ) (782 ) GEC GP Permanent equity - - Consolidated Funds Permanent equity 4,228 - Forest Permanent equity 2,761 - FM Holdings Permanent equity - 778 Total $ 12,188 $ 7,776 |
Summary of Non-controlling Interest Balance on Consolidated Statements of Operations | The following table summarizes the net income (loss) attributable to the non-controlling interests on the consolidated statements of operations: For the years ended June 30, (in thousands) 2021 2020 DME Inc. Temporary equity (263 ) (22 ) Permanent equity (263 ) (22 ) Total DME Inc. (526 ) (44 ) HC LLC Temporary equity - - Permanent equity - - Total HC LLC - - GP Corp. Permanent equity (87 ) (156 ) GEC GP Permanent equity (1 ) - Consolidated Funds Permanent equity (96 ) - Forest Permanent equity 62 - FM Holdings Permanent equity 53 48 Total $ (595 ) $ (152 ) |
Schedule of Preferred Stock Activity | The following table summarizes the preferred stock activity for the year ended June 30, 2021: Balance, as of June 30, 2020 Issuance of Preferred Stock Redemption of Preferred Stock Balance, as of June 30, 2021 HC LLC Series A-1 Preferred Stock - 10,090 - 10,090 Series A-2 Preferred Stock - 34,010 - 34,010 Total HC LLC - 44,100 - 44,100 Forest Forest Preferred Stock - 35,010 - 35,010 Total - 79,110 - 79,110 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Summary of the Number of Common Shares Available for Future Issuance | The following table summarizes the number of common shares available for future issuance under the plans discussed above as of June 30, 2021: Shares of Common Stock Available for Future Issuance Directors' Plan 24,166 2006 Plan - 2016 Long-Term Incentive Plan 426,288 2016 Employee Stock Purchase Plan 944,000 Total 1,394,454 |
Activity of Restricted Stock Award | The activity of the Company’s restricted stock awards and units for the year ended June 30, 2021 was as follows: Restricted Stock Awards and Restricted Stock Units Restricted Stock (in thousands) Weighted Average Grant Date Fair Value Outstanding at June 30, 2020 941 $ 3.71 Granted 352 2.60 Vested (389 ) 2.60 Forfeited - - Outstanding at June 30, 2021 904 $ 3.76 |
Schedule of the Ranges of Assumptions Used to Value Options Granted | The ranges of assumptions used to value options granted were as follows: For the years ended June 30, 2021 2020 Expected volatility 63.8% - 66.5% 49.9% - 58.2% Expected dividends - - Expected term (years) 3.25 - 3.25 4.00 - 6.35 Risk-free rate 0.23% - 0.40% 1.54% - 1.90% |
Summary of Option Activity | The option activity for the year ended June 30, 2021 was as follows: Options Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2020 2,475 $ 3.69 5.51 $ - Options granted 18 3.51 Exercised - - Forfeited, cancelled or expired - - Outstanding at June 30, 2021 2,493 $ 3.69 4.51 $ - Exercisable at June 30, 2021 1,972 $ 3.65 4.19 $ - Vested and expected to vest as of June 30, 2021 2,493 $ 3.69 4.51 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes includes the following: For the years ended June 30, (in thousands) 2021 2020 Current $ 1,608 $ 8 Deferred $ 205 $ 36 Total $ 1,813 $ 44 |
Reconciliation of Expected Federal Income Tax Expense | The following table reconciles the expected corporate federal income tax, computed by multiplying the Company's loss before income taxes by the statutory tax rate of 21% to the total tax expense. For the years ended June 30, (in thousands) 2021 2020 Federal tax benefit at statutory rate $ (1,578 ) $ (2,747 ) State taxes net of federal impact (358 ) (459 ) Permanent adjustments 32 33 Change in valuation allowance (95,038 ) (33,929 ) Provision to return true-up (61 ) 182 Deferred remeasurement (196 ) - Net operating loss and credit expirations 99,071 36,724 Stock compensation adjustment (53 ) 156 Other (6 ) 84 Total tax expense $ 1,813 $ 44 |
Schedule of Tax Effect of Temporary Differences of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are as follows: As of June 30, (in thousands) 2021 2020 Deferred Tax Assets: Net operating loss carryforwards $ 217,216 $ 322,602 Accruals and allowances not deductible for tax purposes 1,411 2,990 Stock based compensation 621 594 Unrealized loss on investment 5,326 5,422 Lease liability 1,436 1,430 Deferred Gain 11,482 - Interest expense carryforward - 1,111 Total deferred tax assets, gross $ 237,492 $ 334,149 Less: valuation allowance $ (231,777 ) $ (325,943 ) Total deferred tax assets, net $ 5,715 $ 8,206 Deferred Tax Liabilities: Right to use asset $ (1,348 ) $ (1,372 ) Acquired intangibles (207 ) (1,879 ) Convertible debt discount (2,990 ) (3,123 ) Lease receivable - (385 ) Goodwill (1,696 ) (1,055 ) Acquired indefinite lived assets - (713 ) Total deferred tax liabilities $ (6,241 ) $ (8,527 ) Total deferred tax liabilities, net (indefinite-lived assets) $ (526 ) $ (321 ) |
Schedule of Federal Net Operating Loss Carryforwards | The following table reflects federal NOL carryforwards that will expire beginning in the fiscal year ended June 30, 2022 (in thousands): Fiscal Year of Expiration Federal NOL carryforwards 2022 $ 143,137 2023 131,077 2024 60,132 2025 117,277 2026 through 2037 486,542 Indefinite 13,436 Total $ 951,601 |
Schedule of Gross Unrecognized Tax Benefit Activity | During the 2021 and 2020 fiscal years, the total amount of gross unrecognized tax benefit activity was as follows (in thousands): Balance as of June 30, 2019 $ 50,454 Addition for tax positions of prior years - Reductions for tax positions of prior years (94 ) Lapse of statute of limitations (5,980 ) Balance as of June 30, 2020 44,380 Addition for tax positions of prior years - Reductions for tax positions of prior years (93 ) Lapse of statute of limitations (8,268 ) Balance as of June 30, 2021 $ 36,019 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Results of Operations by Segment | The following tables summarize the results of operations by segment. For the year ended June 30, 2021 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Intercompany Eliminations (2) Consolidated Total Revenue: Total revenue $ 57,643 $ 3,210 $ 579 $ (579 ) $ 60,853 Operating costs and expenses: Cost of durable medical equipment sold and services (16,881 ) - - - (16,881 ) Cost of durable medical equipment rentals (6,950 ) - - - (6,950 ) Depreciation and amortization (1,909 ) (473 ) (1 ) - (2,383 ) Stock-based compensation (3) - (757 ) (998 ) - (1,755 ) Transaction costs (4) (299 ) - (618 ) - (917 ) Other selling, general and administrative (28,969 ) (2,810 ) (4,504 ) 579 (35,704 ) Total operating expenses (55,008 ) (4,040 ) (6,121 ) 579 (64,590 ) Other income (expense): Interest expense (3,950 ) (101 ) (3,923 ) 2,354 (5,620 ) Other income (expense) (1,174 ) 3,654 1,716 (2,354 ) 1,842 Total other income (expense), net (5,124 ) 3,553 (2,207 ) - (3,778 ) Total pre-tax income (loss) from continuing operations $ (2,489 ) $ 2,723 $ (7,749 ) $ - $ (7,515 ) For the year ended June 30, 2020 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Intercompany Eliminations (2) Consolidated Total Revenue: Total revenue $ 55,662 $ 3,332 $ 159 $ (159 ) $ 58,994 Operating costs and expenses: Cost of durable medical equipment sold and services (15,055 ) - - - (15,055 ) Cost of durable medical equipment rentals (9,105 ) - - - (9,105 ) Depreciation and amortization (1,878 ) (636 ) (1 ) - (2,515 ) Stock-based compensation (3) - 34 (582 ) - (548 ) Transaction costs (4) - - (863 ) - (863 ) Other selling, general and administrative (26,080 ) (2,138 ) (5,020 ) 159 (33,079 ) Total operating expenses (52,118 ) (2,740 ) (6,466 ) 159 (61,165 ) Other income (expense): Interest expense (3,655 ) (157 ) (764 ) - (4,576 ) Other income (expense) 5 (6,617 ) 57 - (6,555 ) Total other income (expense), net (3,650 ) (6,774 ) (707 ) - (11,131 ) Total pre-tax income (loss) from continuing operations $ (106 ) $ (6,182 ) $ (7,014 ) $ - $ (13,302 ) (1) Previously reported non-operating activity including dividend income and unrealized gains/losses related to managed investments has been reclassified from General Corporate to Investment Management to conform with current segment organization. (2) The Company’s wholly-owned subsidiary, DME Manager, provides advisory services to HC LLC (formerly to DME, Inc) and receives consulting fees for those services. DME Manager is considered part of the general corporate operations while HC LLC is part of the durable medical equipment segment. The corresponding expense to HC LLC and revenue to DME Manager are eliminated in consolidation. Beginning December 29, 2020, DME Manager also provides advisory services to Forest and receives a consulting fee from Forest for those services. Both DME Manager and Forest are part of general corporate operations, and the corresponding revenue and expense are eliminated in consolidation. Additionally, Forest owns Series A-1 Preferred Stock and Series A-2 Preferred Stock of HC LLC. Forest is part of general corporate operations while HC LLC is part of the durable medical equipment segment. The corresponding interest expense to HC LLC and interest income to Forest are eliminated in consolidation. (3) Stock-based compensation attributable to the investment management segment is included in investment management expenses in the consolidated statements of operations. Stock-based compensation attributable to the general corporate segment is included in selling, general and administrative expense in the consolidated statements of operations. (4) Transaction costs, which consist of legal and other professional services, are included in selling, general and administrative expense in the consolidated statements of operations. |
Schedule of Assets by Segment | The following tables summarize assets by segments: As of June 30, 2021 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Total Fixed assets, net $ 8,349 $ 21 $ 2 $ 8,372 Identifiable intangible assets, net 7,104 1,824 - 8,928 Goodwill 50,536 - - 50,536 Other assets 21,150 66,907 5,976 94,033 Total $ 87,139 $ 68,752 $ 5,978 $ 161,869 As of June 30, 2020 (in thousands) Durable Medical Equipment Investment Management (1) General Corporate (1) Total Fixed assets, net $ 8,854 $ 35 $ - $ 8,893 Identifiable intangible assets, net 7,974 2,284 - 10,258 Goodwill 50,010 - - 50,010 Other assets 19,055 11,359 35,640 66,054 Total $ 85,893 $ 13,678 $ 35,640 $ 135,215 (1) Managed investment balances have been reclassified from General Corporate to Investment Management to conform with current segment organization. |
Quarterly Financial Results (_2
Quarterly Financial Results (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Operating Results | Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter Net revenues $ 16,322 $ 13,845 $ 15,303 $ 15,383 $ 14,656 $ 14,960 $ 15,280 $ 14,098 Operating costs and expenses 15,893 14,942 17,223 16,532 12,520 16,690 16,265 15,690 Operating loss from continuing operations $ 429 $ (1,097 ) $ (1,920 ) $ (1,149 ) $ 2,136 $ (1,730 ) $ (985 ) $ (1,592 ) Income (loss) from continuing operations $ (1,390 ) $ (2,991 ) $ (1,017 ) $ (3,930 ) $ 4,064 $ (11,985 ) $ (2,087 ) $ (3,338 ) Income (loss) from discontinued operations 438 73 71 67 32 67 60 60 Net income (loss) attributable to Great Elm Group, Inc. $ (1,219 ) $ (2,760 ) $ (349 ) $ (3,756 ) $ 3,572 $ (11,617 ) $ (1,841 ) $ (3,089 ) Basic income (loss) from continuing operations per share $ (0.06 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Basic income (loss) from discontinued operations per share 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Basic income (loss) per share $ (0.04 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Diluted income (loss) from continuing operations per share $ (0.06 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Diluted income (loss) from discontinued operations per share 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Diluted income (loss) per share $ (0.04 ) $ (0.11 ) $ (0.01 ) $ (0.15 ) $ 0.14 $ (0.46 ) $ (0.07 ) $ (0.12 ) Shares used in computing: Basic income (loss) per share 25,882 25,757 25,678 25,576 25,469 25,430 25,402 25,373 Diluted income (loss) per share 25,882 25,757 25,678 25,576 25,469 25,430 25,402 25,373 |
Organization (Details)
Organization (Details) $ in Millions | Jun. 23, 2021USD ($) | Jun. 30, 2021Segment | Jun. 29, 2021 | May 31, 2021 | Sep. 07, 2018 | Mar. 31, 2018USD ($) | Mar. 31, 2018Building | Mar. 31, 2018ft² | Mar. 31, 2018a |
Number of business operating segments | Segment | 2 | ||||||||
Discontinued Operations | |||||||||
Investment in real estate business | $ 2.7 | ||||||||
Number of buildings | Building | 2 | ||||||||
Area of land | 257,000 | 17 | |||||||
Sale of real estate business for cash | $ 4.6 | ||||||||
Great Elm DME Holdings Incorporation | |||||||||
Percentage of equity interest acquired (as a percent) | 80.10% | ||||||||
GP Corp. | |||||||||
Ownership percentage | 98.20% | ||||||||
Great Elm DME Holdings Incorporation | |||||||||
Ownership percentage | 80.10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Jun. 30, 2021USD ($)Segmentshares | Jun. 30, 2020USD ($)shares | Feb. 26, 2020USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of business operating segments | Segment | 2 | ||
Revenue reserve constraints on variable consideration | $ 2,500,000 | $ 4,800,000 | |
Reduction in revenue | 5,900,000 | $ 4,700,000 | |
Unbilled receivables | 300,000 | ||
Inventories write-off | $ 0 | ||
Contractual arrangement expiration month and year | 2019-11 | ||
Percentage of fees for investment management related services | 26.00% | ||
Potentially dilutive shares excluded from diluted net income (loss) per share | shares | 13,289,022 | 12,206,044 | |
Number of shares subject to forfeiture | shares | 732,909 | 732,909 | |
Change in accounting principle, accounting standards update, adoption date | Jul. 1, 2020 | ||
Interest expense | $ 5,620,000 | $ 4,576,000 | |
Convertible Notes | |||
Significant Accounting Policies [Line Items] | |||
Discounts on convertible notes | $ 12,600,000 | ||
Interest expense | 2,400,000 | 800,000 | |
Convertible Notes | ASU 2020-06 | |||
Significant Accounting Policies [Line Items] | |||
Interest expense | $ 700,000 | $ 200,000 | |
Common Stock Issuable upon Conversion of Convertible Notes | |||
Significant Accounting Policies [Line Items] | |||
Potentially dilutive shares excluded from diluted net income (loss) per share | shares | 9,891,734 | 8,790,049 | |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Amortization period of intangible assets | 5 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Amortization period of intangible assets | 15 years | ||
Capped Rentals | |||
Significant Accounting Policies [Line Items] | |||
Title transfer period | 13 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Equipment and Real Estate Assets (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | lesser of 7 years or life of the lease |
Furniture and Fixtures | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 1 year |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Medical Equipment for Lease | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 1 year |
Medical Equipment for Lease | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Vehicles | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Sleep Study Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Computer Equipment And Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||||||||
Loss from continuing operations | $ (1,390) | $ (2,991) | $ (1,017) | $ (3,930) | $ 4,064 | $ (11,985) | $ (2,087) | $ (3,338) | $ (9,328) | $ (13,346) |
Income from discontinued operations, net of tax | 438 | 73 | 71 | 67 | 32 | 67 | 60 | 60 | 649 | 219 |
Net loss | (8,679) | (13,127) | ||||||||
Less: net loss attributable to non-controlling interest, continuing operations | (648) | (200) | ||||||||
Less: net income attributable to non-controlling interest, discontinued operations | 53 | 48 | ||||||||
Net loss attributable to Great Elm Group | $ (1,219) | $ (2,760) | $ (349) | $ (3,756) | $ 3,572 | $ (11,617) | $ (1,841) | $ (3,089) | $ (8,084) | $ (12,975) |
Weighted average shares basic and diluted: | ||||||||||
Weighted average shares of common stock outstanding | 25,722 | 25,418 | ||||||||
Weighted average shares used in computing income (loss) per share | 25,722 | 25,418 | ||||||||
Basic and diluted income (loss) per share from: | ||||||||||
Loss from continuing operations | $ (0.34) | $ (0.52) | ||||||||
Income from discontinued operations | 0.03 | 0.01 | ||||||||
Net loss | $ (0.31) | $ (0.51) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summarizes Customer Concentrations as Percentage of Revenues (Details) - Revenues - Customer Concentrations | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Government Payor | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 37.00% | 33.00% |
Third-party Payor | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 12.00% | 11.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summarizes Customer Concentrations as Percentage of Accounts Receivable (Details) - Accounts Receivable - Customer Concentrations | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Government Payor | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 30.00% | 23.00% |
Third-party Payor | ||
Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 14.00% | 12.00% |
Revenue - Summary of Major Sour
Revenue - Summary of Major Source of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||||||||
Total rental revenue | $ 20,183 | $ 21,449 | ||||||||
Total revenues | $ 16,322 | $ 13,845 | $ 15,303 | $ 15,383 | $ 14,656 | $ 14,960 | $ 15,280 | $ 14,098 | 60,853 | 58,994 |
Investment Management | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | 3,210 | 3,332 | ||||||||
Investment Management | Management Fees | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | 2,652 | 2,793 | ||||||||
Investment Management | Administration Fees | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | 558 | 539 | ||||||||
Durable Medical Equipment | Equipment Sales | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | 32,293 | 28,934 | ||||||||
Durable Medical Equipment | Service Revenues | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | 5,167 | 5,279 | ||||||||
Durable Medical Equipment | Sales and Services | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | 37,460 | 34,213 | ||||||||
Durable Medical Equipment | Medical Equipment | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total rental revenue | 20,183 | 21,449 | ||||||||
Investment Management and Durable Medical Equipment | ||||||||||
Disaggregation Of Revenue [Line Items] | ||||||||||
Total product and services revenue | $ 40,670 | $ 37,545 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Contract with customer liability | $ 0 | $ 0 |
Accrued incentive fees as per the terms of investment management agreements | $ 9,700,000 | |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Incentive fee earned as percentage on investment performance | 5.00% | |
Equipment Lease Term | 10 months | 10 months |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Incentive fee earned as percentage on investment performance | 20.00% | |
Equipment Lease Term | 36 months | 36 months |
Funds | Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of management fee rates | 1.00% | |
Funds | Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of management fee rates | 1.50% | |
Equipment Sales | Accounts Receivable | ||
Disaggregation Of Revenue [Line Items] | ||
Unbilled revenue | $ 300,000 | $ 200,000 |
Equipment Rental | ||
Disaggregation Of Revenue [Line Items] | ||
Contract with customer liability | 1,300,000 | 1,000,000 |
Equipment Rental | Accounts Receivable | ||
Disaggregation Of Revenue [Line Items] | ||
Unbilled revenue | 200,000 | 100,000 |
Centers for Medicare and Medicaid Services | ||
Disaggregation Of Revenue [Line Items] | ||
Proceeds from federal agency | $ 4,400,000 | |
Recoupments issued | 900,000 | |
Remaining balance in advance payments from federal agency | $ 3,500,000 |
Reorganization and Financing _2
Reorganization and Financing Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 29, 2020 | Jun. 30, 2021 | Jun. 29, 2021 | May 31, 2021 |
Reorganizations [Line Items] | ||||
Reorganization date | Dec. 21, 2020 | |||
Plan of reorganization, description of equity securities issued or to be issued | On December 29, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 21, 2020, among Forest (formerly GEC), the Company and Forest Merger Sub, Inc., a newly created entity for the purpose of facilitating the Merger, (as it may be amended from time to time, the Merger Agreement), the transactions contemplated by the Merger Agreement (the Transactions) were consummated. As a result of the Transactions, and subject to the same terms and conditions as applied immediately prior to the Transactions, each share of Forest's outstanding common stock, common stock options, restricted stock units and restricted shares were exchanged for identical instruments of the Company | |||
DME, Inc. | ||||
Reorganizations [Line Items] | ||||
Ownership percentage | 80.10% | |||
GP Corp. | ||||
Reorganizations [Line Items] | ||||
Ownership percentage | 98.20% | |||
Great Elm Healthcare, LLC (HC LLC) | ||||
Reorganizations [Line Items] | ||||
Reimbursement amount received to cover deal costs | $ 1,300 | |||
Forest Merger Sub Inc | J.P. Morgan Broker-Dealer Holdings Inc. (JPM) | ||||
Reorganizations [Line Items] | ||||
JPM financing arrangement aggregate amount | $ 37,700 | |||
Forest Investments, Inc. (Forest) | J.P. Morgan Broker-Dealer Holdings Inc. (JPM) | ||||
Reorganizations [Line Items] | ||||
JPM acquired percentage | 20.00% | |||
Business acquisition, common stock purchase price | $ 2,700 | |||
Business acquisition, annual consulting fees | $ 450 | |||
Forest Investments, Inc. (Forest) | Forest Preferred Stock Classified as Liability | ||||
Reorganizations [Line Items] | ||||
Redeemable preferred stock, shares | 35,010 | |||
Redeemable preferred stock, annual dividend rate | 9.00% | |||
Redeemable Preferred stock, redemption price per share | $ 1,000 | |||
Forest Investments, Inc. (Forest) | Series A-1 Preferred Stock Classified as Liability | ||||
Reorganizations [Line Items] | ||||
Redeemable preferred stock, shares | 8,082 | |||
Great Elm Healthcare, LLC (HC LLC) | Series A-2 Preferred Stock Classified as Liability | ||||
Reorganizations [Line Items] | ||||
Redeemable preferred stock, shares | 34,010 | |||
Redeemable preferred stock, annual dividend rate | 9.00% | |||
Redeemable Preferred stock, redemption price per share | $ 1,000 | |||
Great Elm Healthcare, LLC (HC LLC) | DME, Inc. | ||||
Reorganizations [Line Items] | ||||
Ownership percentage | 80.10% | |||
Great Elm Healthcare, LLC (HC LLC) | Series A-1 Preferred Stock Classified as Liability | ||||
Reorganizations [Line Items] | ||||
Redeemable preferred stock, shares | 10,090 | |||
Redeemable preferred stock, annual dividend rate | 9.00% | |||
Redeemable Preferred stock, redemption price per share | $ 1,000 | |||
Great Elm Healthcare, LLC (HC LLC) | Series A-1 Preferred Stock Classified as Liability | Forest Investments, Inc. (Forest) | ||||
Reorganizations [Line Items] | ||||
Preferred stock holding percentage | 80.10% | |||
Great Elm Healthcare, LLC (HC LLC) | Series A-1 Preferred Stock Classified as Liability | Corbel Capital Partners SBIC, L.P. (Corbel) | ||||
Reorganizations [Line Items] | ||||
Preferred stock holding percentage | 9.95% | |||
Great Elm Healthcare, LLC (HC LLC) | Series A-1 Preferred Stock Classified as Liability | Valley Healthcare Holdings, LLC (VHH) | ||||
Reorganizations [Line Items] | ||||
Preferred stock holding percentage | 9.95% | |||
DME, Inc. | Great Elm Healthcare, LLC (HC LLC) | ||||
Reorganizations [Line Items] | ||||
Cash | $ 1,900 | |||
Forest G E C G P | GP Corp. | ||||
Reorganizations [Line Items] | ||||
Ownership percentage | 98.20% |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Millions | Jun. 23, 2021USD ($) | Mar. 31, 2018USD ($) | Jun. 23, 2021 | Jun. 23, 2021Building | Jun. 23, 2021ft² | Jun. 23, 2021a |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Membership interest held by passive investor in Monomoy Fund | 5.00% | |||||
Real Estate Business | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Acquisition of real estate business | $ 2.7 | |||||
Real Estate Business | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Agreement for sale of business, cash | $ 4.6 | |||||
Number of buildings | Building | 2 | |||||
Area of land | 257,000 | 17 | ||||
Gain on sale of business | $ 0.3 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Net Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Discontinued operations: | ||
Net revenue | $ 5,005 | $ 5,104 |
Real estate expenses | (505) | (544) |
Depreciation and amortization | (1,689) | (1,722) |
Operating income from discontinued operations | 2,811 | 2,838 |
Interest expense | (2,536) | (2,619) |
Gain on sale of real estate business | 263 | |
Pretax income from discontinued operations | 538 | 219 |
Income tax benefit | 111 | 0 |
Net income from discontinued operations | $ 649 | $ 219 |
Discontinued Operations - Rec_2
Discontinued Operations - Reconciliation of Assets and Liabilities of Discontinued Operations (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Discontinued Operations And Disposal Groups [Abstract] | |
Cash and cash equivalents | $ 19 |
Restricted cash | 846 |
Prepaid and other current assets | 49 |
Total current assets of discontinued operations | 914 |
Real estate assets, net | 53,188 |
Identifiable intangible assets, net | 4,871 |
Other assets | 1,257 |
Total Assets | 60,230 |
Accrued expenses and other liabilities | 503 |
Current portion of long term debt | 2,326 |
Total current liabilities of discontinued operations | 2,829 |
Long term debt, net of current portion | 52,781 |
Other liabilities | 478 |
Total Liabilities | $ 56,088 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Mar. 01, 2021USD ($)Location | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Business Acquisition [Line Items] | ||||
Total purchase consideration, net of cash acquired | $ 748,000 | |||
Goodwill | 50,536,000 | $ 50,010,000 | $ 50,397,000 | |
AMPM | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Mar. 1, 2021 | |||
Number of respiratory products and services locations | Location | 9 | |||
Total purchase consideration | $ 1,100,000 | |||
Total purchase consideration, net of cash acquired | 400,000 | |||
Escrow for potential satisfaction of certain indemnification obligations | 300,000 | |||
Contingent consideration fair value | 400,000 | $ 0 | ||
Working capital adjustment with seller resulting return from escrow | 100,000 | |||
Goodwill | 600,000 | |||
Maximum additional consideration payable | 2,100,000 | $ 2,100,000 | ||
AMPM | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 10, 2021 | Dec. 29, 2020 | Oct. 01, 2020 | Feb. 26, 2020 | Jun. 30, 2021 | Dec. 18, 2020 |
Convertible Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of notes payable | $ 30 | |||||
MAST Capital | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership interest issued to former owner/holder | 7.50% | |||||
MAST Capital | Convertible Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of notes payable | $ 2.3 | |||||
GECC | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership interest (as a percent) | 23.60% | |||||
Number of sharers held in subsidiary | 5,539,724 | |||||
Equity method investment aggregate shares received | 2,966,531 | |||||
Equity method investment, share price | $ 2.95 | |||||
Equity method investment, aggregate value | $ 8.8 | |||||
J.P. Morgan Broker-Dealer Holdings Inc. and JPMorgan Chase & Co | Forest Merger Sub Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Business combination, common stock interest, percentage | 21.00% | |||||
J.P. Morgan Broker-Dealer Holdings Inc. and JPMorgan Chase & Co | Forest Merger Sub Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of Forest common stock, gross | $ 35 | |||||
Issuance of Forest preferred stock | $ 2.7 | |||||
Consolidated Fund | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of investment in consolidated fund had fair value of greater than of consolidated assets | 5.00% | |||||
Receivable for reimbursable expenses paid | $ 0.1 | |||||
Shared Personnel and Reimbursement Agreement | Jason W. Reese | Investment Management Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Costs incurred under agreement | $ 0.4 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Activity and Outstanding Balances Between Managed Investment Products and Company (Details) - Managed Investment Products - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Net unrealized gain (loss) on investments | $ 155 | $ (8,684) |
Net realized/ unrealized gain on investments of consolidated funds | 545 | |
Dividend income | 2,954 | 2,068 |
Dividends receivable | 554 | 170 |
Investment management revenues receivable | 936 | 746 |
Receivable for reimbursable expenses paid | $ 297 | $ 158 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring and Non-recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Assets: | ||
Equity investments | $ 8,705 | |
Total assets | $ 50,534 | 8,705 |
Liabilities: | ||
Participation feature of HC LLC Series A-2 Preferred Stock | 0 | |
Contingent consideration liability | 271 | 0 |
Total liabilities | 271 | 0 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Equity investments | 19,444 | 8,705 |
Total assets | 45,934 | 8,705 |
Liabilities: | ||
Participation feature of HC LLC Series A-2 Preferred Stock | 0 | |
Contingent consideration liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Consolidated Fund | ||
Assets: | ||
Equity investments | 26,490 | |
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Equity investments | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Participation feature of HC LLC Series A-2 Preferred Stock | 0 | |
Contingent consideration liability | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Consolidated Fund | ||
Assets: | ||
Equity investments | 0 | |
Fair Value, Inputs, Level 3 | ||
Assets: | ||
Equity investments | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration liability | 271 | 0 |
Total liabilities | 271 | $ 0 |
Fair Value, Inputs, Level 3 | Consolidated Fund | ||
Assets: | ||
Equity investments | 0 | |
Fair Value, Inputs, Level 1, 2 and 3 | ||
Assets: | ||
Equity investments | 19,444 | |
Total assets | 45,934 | |
Fair Value, Inputs, Level 1, 2 and 3 | Consolidated Fund | ||
Assets: | ||
Equity investments | 26,490 | |
Fair Value Measured at Net Asset Value Per Share | ||
Assets: | ||
Investments valued at net asset value | $ 4,600 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 29, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 01, 2021USD ($) |
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 | ||
Fair value assets level 2 to level 1 transfers | 0 | 0 | ||
Fair value asset transfers into level 3 | 0 | 0 | ||
Fair value asset transfers out of level 3 | 0 | 0 | ||
Fair value liabilities level 1 to level 2 transfers | 0 | 0 | ||
Fair value liabilities level 2 to level 1 transfers | 0 | 0 | ||
Fair value liability transfers into level 3 | 0 | 0 | ||
Fair value liability transfers out of level 3 | $ 0 | 0 | ||
Notice period for annually allowable redemptions | 90 days | |||
Lockup period from date of investment | 1 year | |||
Valuation of participation feature | $ 0 | |||
Forest Investments, Inc. (Forest) | ||||
Fair value of embedded derivative liability | $ 6,500,000 | $ 5,800,000 | ||
Volatility Rate | Great Elm Healthcare, LLC (HC LLC) | ||||
Contingent consideration, fair value estimation | 0.727 | 0.504 | ||
Contingent consideration, fair value option term | 3 years | |||
Discount Rate | Great Elm Healthcare, LLC (HC LLC) | ||||
Contingent consideration, fair value estimation | 0.145 | |||
AMPM | ||||
Maximum additional consideration payable | $ 2,100,000 | $ 2,100,000 | ||
Contingent consideration fair value | $ 0 | $ 400,000 | ||
AMPM | Volatility Rate | ||||
Contingent consideration, fair value estimation | 0.286 | 0.400 | ||
AMPM | Discount Rate | ||||
Contingent consideration, fair value estimation | 0.103 | 0.103 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Changes in Contingent Consideration, Level 3 Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||
Beginning Balance | $ 1,135 | |
Additions | $ 397 | |
Change in fair value | (126) | $ (1,135) |
Ending Balance | $ 271 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross Carrying Amount | $ 2,522 | $ 2,376 |
Accumulated depreciation | (1,541) | (966) |
Net carrying amount | 981 | 1,410 |
Medical equipment held for rental | 14,933 | 13,828 |
Accumulated depreciation | (7,542) | (6,345) |
Net carrying amount | 7,391 | 7,483 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross Carrying Amount | 835 | 858 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross Carrying Amount | 172 | 237 |
Computer Equipment And Software | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross Carrying Amount | 500 | 298 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross Carrying Amount | 422 | 394 |
Sleep Study Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross Carrying Amount | $ 593 | $ 589 |
Fixed Assets - Summary of Recon
Fixed Assets - Summary of Reconciles Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | $ 6,979 | $ 8,912 |
Durable Medical Equipment | Rental | ||
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | 6,286 | 8,267 |
Depreciation and Amortization | ||
Property Plant And Equipment [Line Items] | ||
Total depreciation expense | $ 693 | $ 645 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 50,010 | $ 50,397 |
Acquisitions | 648 | |
Purchase accounting adjustment | (122) | (387) |
Ending Balance | $ 50,536 | $ 50,010 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Reporting unit, percentage of fair value in excess of carrying value | 73.00% |
Goodwill, impairment | $ 0 |
Discount rate used in impaired analysis | 15.50% |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Acquired Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 14,946 | $ 14,586 |
Accumulated Amortization | (6,018) | (4,328) |
Net Carrying Amount | 8,928 | 10,258 |
Durable Medical Equipment Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,520 | 10,160 |
Accumulated Amortization | (3,416) | (2,186) |
Net Carrying Amount | 7,104 | 7,974 |
Durable Medical Equipment Assets | Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,060 | 8,800 |
Accumulated Amortization | (2,511) | (1,613) |
Net Carrying Amount | 6,549 | 7,187 |
Durable Medical Equipment Assets | Hospital Contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 90 | |
Accumulated Amortization | (15) | |
Net Carrying Amount | 75 | |
Durable Medical Equipment Assets | Non-compete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,370 | 1,360 |
Accumulated Amortization | (890) | (573) |
Net Carrying Amount | 480 | 787 |
Investment Management Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,426 | 4,426 |
Accumulated Amortization | (2,602) | (2,142) |
Net Carrying Amount | 1,824 | 2,284 |
Investment Management Assets | Investment Management Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,900 | 3,900 |
Accumulated Amortization | (2,293) | (1,887) |
Net Carrying Amount | 1,607 | 2,013 |
Investment Management Assets | Assembled Workforce | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 526 | 526 |
Accumulated Amortization | (309) | (255) |
Net Carrying Amount | $ 217 | $ 271 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Amortization Expense of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Aggregate Amortization Expense | $ 1,690 | $ 1,869 |
Estimated Future Amortization Expense, For the year ending June 30, 2022 | 1,571 | |
Estimated Future Amortization Expense, For the year ending June 30, 2023 | 1,468 | |
Estimated Future Amortization Expense, For the year ending June 30, 2024 | 1,269 | |
Estimated Future Amortization Expense, For the year ending June 30, 2025 | 1,159 | |
Estimated Future Amortization Expense, For the year ending June 30, 2026 | 1,097 | |
Estimated Future Amortization Expense, Thereafter | 2,364 | |
Net Carrying Amount | $ 8,928 | $ 10,258 |
Lessor Operating Leases - Addit
Lessor Operating Leases - Additional Information (Details) | Jun. 30, 2021 | Jun. 30, 2020 |
Minimum | ||
Lessor Lease Description [Line Items] | ||
Lessor, lease terms | 10 months | 10 months |
Maximum | ||
Lessor Lease Description [Line Items] | ||
Lessor, lease terms | 36 months | 36 months |
Lessee Operating Leases - Sched
Lessee Operating Leases - Schedule of Additional Details of Leases Presented in Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Operating Leased Assets [Line Items] | ||
Right of use assets | $ 5,241 | $ 5,392 |
Current portion of lease liabilities | 1,920 | 1,617 |
Lease liabilities, net of current portion | 3,596 | 4,060 |
Total liabilities | 5,516 | 5,700 |
Facilities | ||
Operating Leased Assets [Line Items] | ||
Right of use assets | 5,121 | 5,265 |
Current portion of lease liabilities | 1,864 | 1,560 |
Lease liabilities, net of current portion | 3,532 | 3,990 |
Total liabilities | $ 5,396 | $ 5,550 |
Weighted-average remaining life | 3 years 3 months 18 days | 3 years 10 months 24 days |
Weighted-average discount rate | 11.00% | 11.70% |
Vehicles | ||
Operating Leased Assets [Line Items] | ||
Right of use assets | $ 87 | $ 61 |
Current portion of lease liabilities | 29 | 20 |
Lease liabilities, net of current portion | 58 | 41 |
Total liabilities | $ 87 | $ 61 |
Weighted-average remaining life | 3 years 10 months 24 days | 2 years 9 months 18 days |
Weighted-average discount rate | 9.80% | 12.30% |
Equipment | ||
Operating Leased Assets [Line Items] | ||
Right of use assets | $ 33 | $ 66 |
Current portion of lease liabilities | 27 | 37 |
Lease liabilities, net of current portion | 6 | 29 |
Total liabilities | $ 33 | $ 66 |
Weighted-average remaining life | 1 year | 2 years |
Weighted-average discount rate | 12.50% | 12.50% |
Lessee Operating Leases - Addit
Lessee Operating Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee Lease Description [Line Items] | ||
Total right of use assets | $ 5,241 | $ 5,392 |
Lease liabilities | 5,516 | 5,700 |
Current portion of lease liabilities | 1,920 | 1,617 |
Lease liabilities, net of current portion | $ 3,596 | 4,060 |
Lessee, operating lease term | 88 months | |
Lessee, operating leases optional lease extension period | 60 months | |
Existence of option to extend operating lease | true | |
Increase in average rate of lease payment | 2.40% | |
Facilities | ||
Lessee Lease Description [Line Items] | ||
Total right of use assets | $ 5,121 | 5,265 |
Lease liabilities | 5,396 | 5,550 |
Current portion of lease liabilities | 1,864 | 1,560 |
Lease liabilities, net of current portion | $ 3,532 | 3,990 |
Existence of option to extend operating lease | true | |
Vehicles | ||
Lessee Lease Description [Line Items] | ||
Total right of use assets | $ 87 | 61 |
Lease liabilities | 87 | 61 |
Current portion of lease liabilities | 29 | 20 |
Lease liabilities, net of current portion | $ 58 | 41 |
Vehicles | DME, Inc. | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease term | 60 months | |
Lessee, termination description | Each lease may be terminated by the lessee with 30-days’ notice after the first 13 months of the lease subject to certain early termination costs, including residual value guarantees. | |
Existence of option to terminate operating lease | false | |
Equipment | ||
Lessee Lease Description [Line Items] | ||
Total right of use assets | $ 33 | 66 |
Lease liabilities | 33 | 66 |
Current portion of lease liabilities | 27 | 37 |
Lease liabilities, net of current portion | 6 | $ 29 |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Increase in average rate of lease payment, value | $ 28 | |
Minimum | Facilities | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease term | 12 months | |
Minimum | Equipment | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease term | 36 months | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Increase in average rate of lease payment, value | $ 32 | |
Maximum | Facilities | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease term | 96 months | |
Lessee, operating leases optional lease extension period | 120 months | |
Maximum | Equipment | ||
Lessee Lease Description [Line Items] | ||
Lessee, operating lease term | 48 months |
Lessee Operating Leases - Sch_2
Lessee Operating Leases - Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Facilities | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 2,469 | $ 2,097 |
Cash paid for operating leases | 1,973 | 2,071 |
Vehicles | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 50 | 27 |
Cash paid for operating leases | 50 | 27 |
Equipment | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 61 | 45 |
Cash paid for operating leases | $ 61 | $ 45 |
Lessee Operating Leases - Sch_3
Lessee Operating Leases - Schedule of Company's Undiscounted Cash Payment Obligations for Operating Lease (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Lessee Disclosure [Abstract] | ||
For the year ending June 30, 2022 | $ 2,468 | |
For the year ending June 30, 2023 | 1,774 | |
For the year ending June 30, 2024 | 1,296 | |
For the year ending June 30, 2025 | 766 | |
For the year ending June 30, 2026 | 499 | |
Thereafter | 106 | |
Total lease payments | 6,909 | |
Imputed interest | (1,393) | |
Total lease liabilities | $ 5,516 | $ 5,700 |
Borrowings - Schedule of Relate
Borrowings - Schedule of Related Party Borrowings of Subsidiaries (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Total long-term related party notes payable | $ 27,903 |
Less current portion of related party notes payable | (5,207) |
Related party notes payable, net of current portion | 22,696 |
Related Party Borrowings Subsidiaries | |
Debt Instrument [Line Items] | |
Total principal | 28,178 |
Unamortized debt issuance cost | (275) |
Corbel Facility | HC LLC and Subsidiaries | Related Party Borrowings Subsidiaries | |
Debt Instrument [Line Items] | |
Total principal | 25,106 |
GP Corp. Note | GEC GP | Related Party Borrowings Subsidiaries | |
Debt Instrument [Line Items] | |
Total principal | $ 3,072 |
Borrowings - Schedule of Subsid
Borrowings - Schedule of Subsidiaries' Other Outstanding Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Less current portion of other outstanding borrowings | $ (3,895) | |
Subsidiaries Other Outstanding Borrowings | ||
Debt Instrument [Line Items] | ||
Total principal | $ 2,041 | 6,130 |
Unamortized debt discounts and issuance costs | (5) | |
Total other outstanding borrowings | 2,041 | 6,125 |
Less current portion of other outstanding borrowings | (1,974) | (5,929) |
Other outstanding borrowings, net of current portion | 67 | 196 |
DME Revolver | HC LLC and Subsidiaries | Subsidiaries Other Outstanding Borrowings | ||
Debt Instrument [Line Items] | ||
Total principal | 3,900 | |
Equipment Financing | HC LLC and Subsidiaries | Subsidiaries Other Outstanding Borrowings | ||
Debt Instrument [Line Items] | ||
Total principal | $ 2,041 | $ 2,230 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) | Apr. 02, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 10, 2021 | Sep. 07, 2018 |
Debt Instrument [Line Items] | |||||
Interest expense other borrowings | $ 3,200,000 | $ 3,800,000 | |||
Loss on extinguishment of debt | (1,866,000) | ||||
Additional paid-in-capital | 3,319,767,000 | 3,318,117,000 | |||
MAST Capital | |||||
Debt Instrument [Line Items] | |||||
Convertible notes issued | $ 2,300,000 | ||||
Additional paid-in-capital | $ 600,000 | ||||
Equipment Financing Debt Agreements | Operating Subsidiaries of DME Inc | |||||
Debt Instrument [Line Items] | |||||
Inventory and equipment financing | 3,600,000 | $ 3,600,000 | |||
Equipment Financing Debt Agreements | Minimum | Operating Subsidiaries of DME Inc | |||||
Debt Instrument [Line Items] | |||||
Term of debt | 1 year | ||||
Implicit interest rate | 7.00% | ||||
Equipment Financing Debt Agreements | Maximum | Operating Subsidiaries of DME Inc | |||||
Debt Instrument [Line Items] | |||||
Term of debt | 3 years | ||||
Implicit interest rate | 8.00% | ||||
DME Revolver | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | 0 | ||||
Credit facility maximum borrowing capacity | $ 10,000,000 | ||||
Credit facility expiration date | Nov. 29, 2022 | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.40% | ||||
Credit facility interest rate | 3.70% | ||||
Debt instrument description | the prime rate plus 0.40% per annum | ||||
DME, Inc. | DME Revolver | |||||
Debt Instrument [Line Items] | |||||
Debt acquired principal amount | $ 800,000 | ||||
DME, Inc. | Amended DME Revolver | |||||
Debt Instrument [Line Items] | |||||
Debt acquired principal amount | 6,300,000 | ||||
Corbel Facility | |||||
Debt Instrument [Line Items] | |||||
Deferred structuring fees | $ 600,000 | ||||
Prepayment premiums and settlement fees | 1,000,000 | ||||
Lender legal fees | 100,000 | ||||
Unamortized debt issuance costs | 200,000 | ||||
Loss on extinguishment of debt | $ 1,900,000 | ||||
Corbel Facility | DME, Inc. | |||||
Debt Instrument [Line Items] | |||||
Debt acquired principal amount | 8,500,000 | ||||
Amended Corbel Facility | DME, Inc. | |||||
Debt Instrument [Line Items] | |||||
Debt acquired principal amount | $ 25,000,000 | ||||
GP Corp. Note | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Debt instrument description | three-month LIBOR plus 3.0% per annum | ||||
Secured notes, maturity month and year | 2026-11 |
Borrowings - Schedule of Aggreg
Borrowings - Schedule of Aggregate Future Required Principal Debt Repayments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
For the year ending June 30, 2022 | $ 1,974 |
For the year ending June 30, 2023 | 67 |
Total | $ 2,041 |
Borrowings - Schedule of Paymen
Borrowings - Schedule of Payments and Interest Expense Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||
Principal payments | $ 25,105 | $ 2,552 |
Corbel Facility | ||
Debt Instrument [Line Items] | ||
Principal payments | 25,106 | 2,477 |
Interest expense | 1,296 | 3,226 |
GP Corp. Note | Acquisition Agreement with MAST Capital | ||
Debt Instrument [Line Items] | ||
Principal payments | 76 | |
Interest expense | $ 73 | $ 167 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) - USD ($) $ in Thousands | Mar. 10, 2021 | Feb. 26, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||
Total principal balance of Convertible Notes outstanding | $ 34,346 | $ 30,521 | ||
Debt issuance costs | 1,250 | 768 | ||
Interest expense | 5,620 | 4,576 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of notes payable | $ 30,000 | |||
Debt instrument maturity date | Feb. 26, 2030 | |||
Total principal balance of Convertible Notes outstanding | 34,300 | |||
Issuance of notes to related parties. | $ 16,200 | |||
Accrued interest rate on notes payable | 5.00% | |||
Notes payable, interest rate description | The Convertible Notes accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, commencing June 30, 2020, in cash or in kind at the option of the Company | |||
Number of common stock shares issuable upon conversion of each $1000 principal debt amount | 288.0018 | |||
Yield Percentage on identical non-convertible instrument | 12.50% | |||
Term of debt | 10 years | |||
Debt discount | $ 12,600 | |||
Debt issuance costs | $ 1,200 | |||
Amortization period of convertible notes debt discount and debt issuance costs | 10 years | |||
Interest expense | 2,400 | 800 | ||
Paid-in-kind interest | $ 1,600 | $ 500 | ||
MAST Capital | ||||
Debt Instrument [Line Items] | ||||
Ownership percentage | 7.50% | |||
MAST Capital | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of notes payable | $ 2,300 | |||
Matthew A. Drapkin | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of notes to related parties. | $ 6,400 | |||
Jason W. Reese | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of notes to related parties. | 6,800 | |||
Eric J Scheyer | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of notes to related parties. | $ 700 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Total Convertible Notes | $ 22,054 | $ 17,444 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Convertible Notes principal | 34,346 | 30,521 |
Unamortized debt discounts and issuance costs | (12,292) | (13,077) |
Total Convertible Notes | $ 22,054 | $ 17,444 |
CARES Act - Additional Informat
CARES Act - Additional Information (Details) | Dec. 27, 2020USD ($)employee | Apr. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 27, 2020USD ($) | Sep. 07, 2018 |
Employee Retention Credit (ERC) | |||||
Unusual Or Infrequent Item [Line Items] | |||||
Number of maximum employees refundable tax credit | employee | 500 | ||||
Percentage of qualified wages paid to employees | 70 | ||||
Maximum credit per employee | $ 7,000 | ||||
Claimed for employees | $ 5,000,000 | ||||
Recognized as reduction to operating expenses | 4,800,000 | ||||
Acquired in purchase accounting | 200,000 | ||||
Expected to be settled shortly | $ 2,800,000 | ||||
U.S. Department of Health and Human Services (HHS) | |||||
Unusual Or Infrequent Item [Line Items] | |||||
CARES Act Of 2020 Aid | $ 100,000,000,000 | ||||
DME, Inc. | |||||
Unusual Or Infrequent Item [Line Items] | |||||
Percentage of equity interest acquired (as a percent) | 80.10% | ||||
DME, Inc. | Paycheck Protection Program Loan | |||||
Unusual Or Infrequent Item [Line Items] | |||||
Percentage of equity interest acquired (as a percent) | 80.10% | ||||
Loan amount received to use specified covered purpose including payroll, rent and utilities | $ 3,600,000 | ||||
DME, Inc. | U.S. Department of Health and Human Services (HHS) | |||||
Unusual Or Infrequent Item [Line Items] | |||||
Amount received from HHS grants | $ 1,400,000 |
Non-Controlling Interests and_3
Non-Controlling Interests and Preferred Stock of Subsidiary - Summary of Non-controlling Interest Balance on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Balance as of | |||
Temporary equity | $ 2,639 | $ 3,890 | $ 3,912 |
Total | 12,188 | 7,776 | |
DME, Inc. | |||
Balance as of | |||
Temporary equity | 3,890 | ||
Permanent equity | 3,890 | ||
Total | 7,780 | ||
HC LLC | |||
Balance as of | |||
Temporary equity | 2,639 | ||
Permanent equity | 2,639 | ||
Total | 5,278 | ||
GP Corp. | |||
Balance as of | |||
Permanent equity | (79) | (782) | |
Consolidated Fund | |||
Balance as of | |||
Permanent equity | 4,228 | ||
Forest | |||
Balance as of | |||
Permanent equity | $ 2,761 | ||
FM Holdings | |||
Balance as of | |||
Permanent equity | $ 778 |
Non-Controlling Interests and_4
Non-Controlling Interests and Preferred Stock of Subsidiary - Summary of Non-controlling Interest Balance on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Net income (loss) | ||
Total | $ (595) | $ (152) |
DME, Inc. | ||
Net income (loss) | ||
Temporary equity | (263) | (22) |
Permanent equity | (263) | (22) |
Total | (526) | (44) |
GP Corp. | ||
Net income (loss) | ||
Permanent equity | (87) | (156) |
GEC GP | ||
Net income (loss) | ||
Permanent equity | (1) | |
Consolidated Fund | ||
Net income (loss) | ||
Permanent equity | (96) | |
Forest | ||
Net income (loss) | ||
Permanent equity | 62 | |
FM Holdings | ||
Net income (loss) | ||
Permanent equity | $ 53 | $ 48 |
Non-Controlling Interests and_5
Non-Controlling Interests and Preferred Stock of Subsidiary - Additional Information (Details) - USD ($) | Dec. 29, 2020 | Jun. 30, 2021 | Jun. 29, 2021 | Jun. 30, 2020 | Sep. 07, 2018 | Mar. 31, 2018 | Nov. 30, 2016 |
Minority Interest [Line Items] | |||||||
Preferred stock issued during period | 79,110 | 0 | |||||
Net operating loss carryforwards | $ 217,216,000 | $ 322,602,000 | |||||
GP Corp. | |||||||
Minority Interest [Line Items] | |||||||
Percentage of ownership interest issued to former owner/certain affiliates and employees | 1.80% | 19.90% | |||||
Percentage of ownership interest repurchased | 18.10% | ||||||
Ownership percentage | 98.20% | ||||||
Percentage of ownership interest exchanged | 98.20% | ||||||
GEC GP | |||||||
Minority Interest [Line Items] | |||||||
Ownership percentage | 98.20% | ||||||
GESOF | |||||||
Minority Interest [Line Items] | |||||||
Ownership percentage | 71.30% | ||||||
FM Holdings | |||||||
Minority Interest [Line Items] | |||||||
Percentage of ownership interest issued to former owner/certain affiliates and employees | 19.90% | ||||||
DME, Inc. | |||||||
Minority Interest [Line Items] | |||||||
Percentage of common stock equity ownership issued | 9.95% | ||||||
Forest | |||||||
Minority Interest [Line Items] | |||||||
Percentage of common stock interest sold classified as permanent equity | 20.00% | ||||||
Exchange of common stock for noncontrolling interests | $ 2,700,000 | ||||||
HC LLC | |||||||
Minority Interest [Line Items] | |||||||
Percentage of common stock equity ownership issued | 9.95% | ||||||
Description of non-controlling interest in subsidiaries upon seventh anniversary of issuance date | In addition, upon the seventh anniversary of issuance date, if (i) the holder owns at least 50% of the common shares issued to it at the closing of the transaction, (ii) an initial public offering of DME Inc. has not commenced and (iii) the holder has not had an earlier opportunity to sell its shares at their fair market value, the holder has the right to request a marketing process for a sale of DME Inc. and has the right to put its common shares to DME Inc. at the price for such shares implied by such marketing process. | ||||||
Preferred stock issued during period | 44,100 | ||||||
HC LLC | Series A-1 Preferred Stock Classified as Liability | |||||||
Minority Interest [Line Items] | |||||||
Redeemable preferred stock, shares | 10,090 | ||||||
Redeemable preferred stock, face value per share | $ 1,000 | ||||||
Consideration in exchange for instrument | $ 0 | ||||||
Redeemable preferred stock, annual dividend rate | 9.00% | ||||||
Redeemable Preferred stock, redemption price per share | $ 1,000 | ||||||
Redeemable Preferred stock, redemption date | Dec. 29, 2027 | ||||||
Redeemable preferred stock fair value per share | $ 801 | ||||||
Debt issuance costs | $ 200,000 | ||||||
Debt issuance costs amortization period | 7 years | ||||||
HC LLC | Series A-2 Preferred Stock Classified as Liability | |||||||
Minority Interest [Line Items] | |||||||
Redeemable preferred stock, shares | 34,010 | ||||||
Redeemable preferred stock, face value per share | $ 1,000 | ||||||
Redeemable preferred stock, annual dividend rate | 9.00% | ||||||
Redeemable Preferred stock, redemption price per share | $ 1,000 | ||||||
Redeemable Preferred stock, redemption date | Dec. 29, 2027 | ||||||
Redeemable preferred stock fair value per share | $ 810 | ||||||
Debt issuance costs | $ 1,100,000 | ||||||
Debt issuance costs amortization period | 7 years | ||||||
Redeemable preferred stock redemption premium percentage minimum | 0.00% | ||||||
Redeemable preferred stock redemption premium percentage maximum | 3.00% | ||||||
Percentage of proceeds arising from sale of durable medical equipment business | 33.00% | ||||||
Fair value of derivative liability | $ 6,500,000 | ||||||
Forest | Series A-1 Preferred Stock Classified as Liability | |||||||
Minority Interest [Line Items] | |||||||
Redeemable preferred stock, shares | 8,082 | ||||||
Forest | Forest Preferred Stock Classified as Liability | |||||||
Minority Interest [Line Items] | |||||||
Redeemable preferred stock, shares | 35,010 | ||||||
Redeemable preferred stock, face value per share | $ 1,000 | ||||||
Redeemable preferred stock, annual dividend rate | 9.00% | ||||||
Redeemable Preferred stock, redemption price per share | $ 1,000 | ||||||
Redeemable Preferred stock, redemption date | Dec. 29, 2027 | ||||||
Debt issuance costs | $ 1,200,000 | ||||||
Debt issuance costs amortization period | 7 years | ||||||
Redeemable preferred stock redemption premium percentage minimum | 0.00% | ||||||
Redeemable preferred stock redemption premium percentage maximum | 3.00% | ||||||
Net operating loss carryforwards | $ 300,000,000 | ||||||
Corbel Capital Partners SBIC, L.P. (Corbel) | Series A-1 Preferred Stock Classified as Liability | |||||||
Minority Interest [Line Items] | |||||||
Redeemable preferred stock, shares | 1,004 | ||||||
Valley Healthcare Holdings, LLC (VHH) | Series A-1 Preferred Stock Classified as Liability | |||||||
Minority Interest [Line Items] | |||||||
Redeemable preferred stock, shares | 1,004 |
Non-Controlling Interests and_6
Non-Controlling Interests and Preferred Stock of Subsidiary - Summary of Preferred Stock Activity (Details) | 12 Months Ended |
Jun. 30, 2021shares | |
Minority Interest [Line Items] | |
Balance, as of June 30, 2020 | 0 |
Issuance of Preferred Stock | 79,110 |
Balance, as of June 30, 2021 | 79,110 |
HC LLC | |
Minority Interest [Line Items] | |
Issuance of Preferred Stock | 44,100 |
Balance, as of June 30, 2021 | 44,100 |
HC LLC | Series A-1 Preferred Stock | |
Minority Interest [Line Items] | |
Issuance of Preferred Stock | 10,090 |
Balance, as of June 30, 2021 | 10,090 |
HC LLC | Series A-2 Preferred Stock | |
Minority Interest [Line Items] | |
Issuance of Preferred Stock | 34,010 |
Balance, as of June 30, 2021 | 34,010 |
Forest Investments, Inc. (Forest) | Forest Preferred Stock | |
Minority Interest [Line Items] | |
Issuance of Preferred Stock | 35,010 |
Balance, as of June 30, 2021 | 35,010 |
Stockholders' Equity - Tax Bene
Stockholders' Equity - Tax Benefits Preservation Agreement - Additional Information (Details) - $ / shares | Jan. 28, 2018 | Jun. 30, 2021 | Jun. 30, 2020 |
Stockholders' Equity | |||
Rights plan restriction, maximum percentage of common stock a person or an entity can acquire | 4.99% | ||
Rights plan restriction, maximum percentage of common stock owned by a person or an entity restricted from buying additional shares | 5.00% | ||
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock Purchase Right | |||
Stockholders' Equity | |||
Number of rights distributed per common share | 1 | ||
Common stock, par value | $ 0.001 | ||
Number of rights automatically attaching per common share | 1 | ||
Number of shares of Series A Junior Participating Cumulative Preferred Stock purchased by each right | 0.0001 | ||
Preferred stock, par value | $ 0.001 | ||
Preferred stock rights exercise price | $ 15 |
Stockholders' Equity - Stock Pl
Stockholders' Equity - Stock Plans - Additional Information (Details) - shares | 1 Months Ended | |
Nov. 30, 2013 | Jun. 30, 2021 | |
Directors Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Term of stock option grants | 10 years | |
Common stock, shares outstanding | 2,000 | |
Directors Stock Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 1 year | |
Directors Stock Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 3 years | |
Options acceleration period | 24 months | |
2006 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Term of stock option grants | 10 years | |
Common stock, shares outstanding | 214,685 | |
Reduction in share reserve | 1 | |
Cliff period of options for new employees | 1 year | |
2006 Plan | Full Value Stock Award | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Reduction in share reserve | 1.5 | |
2006 Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 3 years | |
2006 Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 4 years | |
2016 Long-Term Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Common stock, shares outstanding | 3,180,603 | |
2016 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Common stock, shares outstanding | 0 |
Stockholders' Equity - Shares o
Stockholders' Equity - Shares of Common Stock Available for Future Issuance (Details) | Jun. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares of Common Stock Available for Future Issuance | 1,394,454 |
Directors' Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares of Common Stock Available for Future Issuance | 24,166 |
2016 Long-Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares of Common Stock Available for Future Issuance | 426,288 |
2016 Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares of Common Stock Available for Future Issuance | 944,000 |
Stockholders' Equity - Non-Empl
Stockholders' Equity - Non-Employee Director Deferred Compensation Plan - Additional Information (Details) - Deferred Compensation Plan - shares | 1 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Deferred compensation, service period | 3 years | |
Restricted stock units, vested | 29,875 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Awards (Performance Shares) and Restricted Stock Units - Additional Information (Details) - Restricted Stock - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Stockholders' Equity | ||
Restricted stock awards forfeited | 0 | |
Outstanding shares | 732,909 | |
Investment management cumulative revenue collection target | $ 40 | |
Vesting period | 5 years | |
Maximum term of Investment management agreement fees earned | 5 years | |
Awards probable of vesting under performance condition | 248,529 | |
Aggregate grant date fair value of restricted stock granted | $ 0.9 | $ 1 |
Total intrinsic value | $ 1.1 | $ 0.7 |
Employees and Directors | ||
Stockholders' Equity | ||
Granted, shares | 358,568 | |
Directors | ||
Stockholders' Equity | ||
Restricted stock awards forfeited | 23,104 |
Stockholders' Equity - Activity
Stockholders' Equity - Activity of Restricted Stock Award (Details) - Restricted Stock shares in Thousands | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Shares | |
Beginning Balance | shares | 941 |
Granted | shares | 352 |
Vested | shares | (389) |
Ending Balance | shares | 904 |
Weighted average grant date fair value | |
Beginning Balance | $ / shares | $ 3.71 |
Granted | $ / shares | 2.60 |
Vested | $ / shares | 2.60 |
Ending Balance | $ / shares | $ 3.76 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Value Options (Details) - Employee Stock Option | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected volatility, minimum | 63.80% | 49.90% |
Expected volatility, maximum | 66.50% | 58.20% |
Risk-free rate, minimum | 0.23% | 1.54% |
Risk-free rate, maximum | 0.40% | 1.90% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected term (years) | 3 years 3 months | 4 years |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected term (years) | 3 years 3 months | 6 years 4 months 6 days |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Option Activity (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Shares | ||
Beginning Balance | 2,475,000 | |
Options granted | 18,000 | |
Exercised | 0 | |
Ending Balance | 2,493,000 | 2,475,000 |
Exercisable | 1,972,000 | |
Vested and expected to vest | 2,493,000 | |
Weighted average exercise price | ||
Beginning Balance | $ 3.69 | |
Options granted | 3.51 | |
Ending Balance | 3.69 | $ 3.69 |
Exercisable | 3.65 | |
Vested and expected to vest | $ 3.69 | |
Weighted average remaining contractual term | ||
Outstanding | 4 years 6 months 3 days | 5 years 6 months 3 days |
Exercisable | 4 years 2 months 8 days | |
Vested and expected to vest | 4 years 6 months 3 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Equity [Abstract] | ||
Weighted average grant date fair value of options per share granted | $ 1.14 | $ 1.52 |
Exercised | 0 | |
Intrinsic value of options exercised | $ 0 | |
Stock-based compensation expense | $ 1.8 | 0.5 |
Total unrecognized compensation cost | $ 1.4 | $ 2.2 |
Stock-based compensation period for recognition | 9 months 18 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes [Line Items] | ||
Loss from continuing operations, before provision for income taxes | $ 7,515,000 | $ 13,302,000 |
Income tax expense | 1,813,000 | 44,000 |
Income tax expense (benefit) from discontinued operations | $ (111,000) | $ 0 |
Statutory income tax rate | 21.00% | 21.00% |
Decrease in valuation allowance | $ 94,200,000 | |
Federal net operating loss carryforwards | 951,601,000 | |
Operating loss carryforward for state income tax | $ 198,000,000 | |
Net operating loss carryforwards description | Under Code Section 382, the utilization of a corporation's NOL carryforwards is limited following a change in ownership (as defined by the Code) of greater than 50% within a rolling three-year period. | |
Tax benefits preservation agreement, minimum increase of collective ownership of aggregate amount of outstanding shares | 50.00% | |
Tax benefits preservation agreement, ownership change period | 3 years | |
Decrease in unrecognized tax benefits due to tax attributes | $ 8,400,000 | $ 6,100,000 |
Unrecognized tax benefits | 36,000,000 | 44,400,000 |
Interest accrued for tax liabilities | 0 | 0 |
California | ||
Income Taxes [Line Items] | ||
Operating loss carryforward for state income tax | 185,000,000 | |
Massachusetts | ||
Income Taxes [Line Items] | ||
Operating loss carryforward for state income tax | $ 13,000,000 | |
Minimum | California | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration period | 2029 | |
Minimum | Massachusetts | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration period | 2031 | |
Maximum | California | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration period | 2037 | |
Maximum | Massachusetts | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration period | 2038 | |
Federal | ||
Income Taxes [Line Items] | ||
Income tax expense | $ 0 | $ 0 |
Federal | Minimum | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration period | 2022 | |
Federal | Maximum | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards expiration period | 2037 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 1,608 | $ 8 |
Deferred | 205 | 36 |
Total tax expense | $ 1,813 | $ 44 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Expected Federal Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at statutory rate | $ (1,578) | $ (2,747) |
State taxes net of federal impact | (358) | (459) |
Permanent adjustments | 32 | 33 |
Change in valuation allowance | (95,038) | (33,929) |
Provision to return true-up | (61) | 182 |
Deferred remeasurement | (196) | |
Net operating loss and credit expirations | 99,071 | 36,724 |
Stock compensation adjustment | (53) | 156 |
Other | (6) | 84 |
Total tax expense | $ 1,813 | $ 44 |
Income Taxes - Tax Effect of Te
Income Taxes - Tax Effect of Temporary Differences of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 217,216 | $ 322,602 |
Accruals and allowances not deductible for tax purposes | 1,411 | 2,990 |
Stock based compensation | 621 | 594 |
Unrealized loss on investment | 5,326 | 5,422 |
Lease liability | 1,436 | 1,430 |
Deferred Gain | 11,482 | |
Interest expense carryforward | 1,111 | |
Total deferred tax assets, gross | 237,492 | 334,149 |
Less: valuation allowance | (231,777) | (325,943) |
Total deferred tax assets, net | 5,715 | 8,206 |
Deferred Tax Liabilities: | ||
Right to use asset | (1,348) | (1,372) |
Acquired intangibles | (207) | (1,879) |
Convertible debt discount | (2,990) | (3,123) |
Lease receivable | (385) | |
Goodwill | (1,696) | (1,055) |
Acquired indefinite lived assets | (713) | |
Total deferred tax liabilities | (6,241) | (8,527) |
Total deferred tax liabilities, net (indefinite-lived assets) | $ (526) | $ (321) |
Income Taxes - Federal Net Oper
Income Taxes - Federal Net Operating Loss Carryforwards (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | $ 951,601 |
2022 | |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | 143,137 |
2023 | |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | 131,077 |
2024 | |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | 60,132 |
2025 | |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | 117,277 |
2026 through 2037 | |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | 486,542 |
Indefinite | |
Operating Loss Carryforwards | |
Federal net operating loss carryforwards | $ 13,436 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance | $ 44,380 | $ 50,454 |
Reductions for tax positions of prior years | (93) | (94) |
Lapse of statute of limitations | (8,268) | (5,980) |
Ending Balance | $ 36,019 | $ 44,380 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of business operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Results of Operations by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Revenue: | |||||||||||
Total revenue | $ 16,322 | $ 13,845 | $ 15,303 | $ 15,383 | $ 14,656 | $ 14,960 | $ 15,280 | $ 14,098 | $ 60,853 | $ 58,994 | |
Operating costs and expenses: | |||||||||||
Depreciation and amortization | (2,383) | (2,515) | |||||||||
Stock-based compensation | [1] | (1,755) | (548) | ||||||||
Transaction costs | [2] | (917) | (863) | ||||||||
Other selling, general and administrative | (35,704) | (33,079) | |||||||||
Total operating expenses | $ (15,893) | $ (14,942) | $ (17,223) | $ (16,532) | $ (12,520) | $ (16,690) | $ (16,265) | $ (15,690) | (64,590) | (61,165) | |
Other income (expense): | |||||||||||
Interest expense | (5,620) | (4,576) | |||||||||
Other income (expense) | 1,842 | (6,555) | |||||||||
Total other income (expense), net | (3,778) | (11,131) | |||||||||
Loss from continuing operations, before income taxes | (7,515) | (13,302) | |||||||||
Intercompany Eliminations | |||||||||||
Revenue: | |||||||||||
Total revenue | [3] | (579) | (159) | ||||||||
Operating costs and expenses: | |||||||||||
Other selling, general and administrative | [3] | 579 | 159 | ||||||||
Total operating expenses | [3] | 579 | 159 | ||||||||
Other income (expense): | |||||||||||
Interest expense | [3] | 2,354 | |||||||||
Other income (expense) | [3] | (2,354) | |||||||||
Durable Medical Equipment | Operating Segments | |||||||||||
Revenue: | |||||||||||
Total revenue | 57,643 | 55,662 | |||||||||
Operating costs and expenses: | |||||||||||
Depreciation and amortization | (1,909) | (1,878) | |||||||||
Transaction costs | [2] | (299) | |||||||||
Other selling, general and administrative | (28,969) | (26,080) | |||||||||
Total operating expenses | (55,008) | (52,118) | |||||||||
Other income (expense): | |||||||||||
Interest expense | (3,950) | (3,655) | |||||||||
Other income (expense) | (1,174) | 5 | |||||||||
Total other income (expense), net | (5,124) | (3,650) | |||||||||
Loss from continuing operations, before income taxes | (2,489) | (106) | |||||||||
Investment Management | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | (3,492) | (2,104) | |||||||||
Investment Management | Operating Segments | |||||||||||
Revenue: | |||||||||||
Total revenue | [4] | 3,210 | 3,332 | ||||||||
Operating costs and expenses: | |||||||||||
Depreciation and amortization | [4] | (473) | (636) | ||||||||
Stock-based compensation | [1],[4] | (757) | 34 | ||||||||
Other selling, general and administrative | [4] | (2,810) | (2,138) | ||||||||
Total operating expenses | [4] | (4,040) | (2,740) | ||||||||
Other income (expense): | |||||||||||
Interest expense | [4] | (101) | (157) | ||||||||
Other income (expense) | [4] | 3,654 | (6,617) | ||||||||
Total other income (expense), net | [4] | 3,553 | (6,774) | ||||||||
Loss from continuing operations, before income taxes | [4] | 2,723 | (6,182) | ||||||||
General Corporate | Operating Segments | |||||||||||
Revenue: | |||||||||||
Total revenue | [4] | 579 | 159 | ||||||||
Operating costs and expenses: | |||||||||||
Depreciation and amortization | [4] | (1) | (1) | ||||||||
Stock-based compensation | [1],[4] | (998) | (582) | ||||||||
Transaction costs | [2],[4] | (618) | (863) | ||||||||
Other selling, general and administrative | [4] | (4,504) | (5,020) | ||||||||
Total operating expenses | [4] | (6,121) | (6,466) | ||||||||
Other income (expense): | |||||||||||
Interest expense | [4] | (3,923) | (764) | ||||||||
Other income (expense) | [4] | 1,716 | 57 | ||||||||
Total other income (expense), net | [4] | (2,207) | (707) | ||||||||
Loss from continuing operations, before income taxes | [4] | (7,749) | (7,014) | ||||||||
Sales and Services | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | (16,881) | (15,055) | |||||||||
Sales and Services | Durable Medical Equipment | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | (16,881) | (15,055) | |||||||||
Sales and Services | Durable Medical Equipment | Operating Segments | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | (16,881) | (15,055) | |||||||||
Rental | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | (6,950) | (9,105) | |||||||||
Rental | Durable Medical Equipment | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | (6,950) | (9,105) | |||||||||
Rental | Durable Medical Equipment | Operating Segments | |||||||||||
Operating costs and expenses: | |||||||||||
Total operating costs and expenses | $ (6,950) | $ (9,105) | |||||||||
[1] | Stock-based compensation attributable to the investment management segment is included in investment management expenses in the consolidated statements of operations. Stock-based compensation attributable to the general corporate segment is included in selling, general and administrative expense in the consolidated statements of operations. | ||||||||||
[2] | Transaction costs, which consist of legal and other professional services, are included in selling, general and administrative expense in the consolidated statements of operations. | ||||||||||
[3] | The Company’s wholly-owned subsidiary, DME Manager, provides advisory services to HC LLC (formerly to DME, Inc) and receives consulting fees for those services. DME Manager is considered part of the general corporate operations while HC LLC is part of the durable medical equipment segment. The corresponding expense to HC LLC and revenue to DME Manager are eliminated in consolidation. Beginning December 29, 2020, DME Manager also provides advisory services to Forest and receives a consulting fee from Forest for those services. Both DME Manager and Forest are part of general corporate operations, and the corresponding revenue and expense are eliminated in consolidation. Additionally, Forest owns Series A-1 Preferred Stock and Series A-2 Preferred Stock of HC LLC. Forest is part of general corporate operations while HC LLC is part of the durable medical equipment segment. The corresponding interest expense to HC LLC and interest income to Forest are eliminated in consolidation. | ||||||||||
[4] | Previously reported non-operating activity including dividend income and unrealized gains/losses related to managed investments has been reclassified from General Corporate to Investment Management to conform with current segment organization. |
Segment Information - Schedul_2
Segment Information - Schedule of Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Fixed assets, net | $ 8,372 | $ 8,893 | ||
Identifiable intangible assets, net | 8,928 | 10,258 | ||
Goodwill | 50,536 | 50,010 | $ 50,397 | |
Other assets | 94,033 | 66,054 | ||
Total | 161,869 | 135,215 | ||
Durable Medical Equipment | ||||
Segment Reporting Information [Line Items] | ||||
Fixed assets, net | 8,349 | 8,854 | ||
Identifiable intangible assets, net | 7,104 | 7,974 | ||
Goodwill | 50,536 | 50,010 | ||
Other assets | 21,150 | 19,055 | ||
Total | 87,139 | 85,893 | ||
Investment Management | ||||
Segment Reporting Information [Line Items] | ||||
Fixed assets, net | [1] | 21 | 35 | |
Identifiable intangible assets, net | [1] | 1,824 | 2,284 | |
Other assets | [1] | 66,907 | 11,359 | |
Total | [1] | 68,752 | 13,678 | |
General Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Fixed assets, net | [1] | 2 | ||
Other assets | [1] | 5,976 | 35,640 | |
Total | [1] | $ 5,978 | $ 35,640 | |
[1] | Managed investment balances have been reclassified from General Corporate to Investment Management to conform with current segment organization. |
Quarterly Financial Results (_3
Quarterly Financial Results (Unaudited) - Summary of Quarterly Financial Results (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Net revenues | $ 16,322 | $ 13,845 | $ 15,303 | $ 15,383 | $ 14,656 | $ 14,960 | $ 15,280 | $ 14,098 | $ 60,853 | $ 58,994 |
Operating costs and expenses | 15,893 | 14,942 | 17,223 | 16,532 | 12,520 | 16,690 | 16,265 | 15,690 | 64,590 | 61,165 |
Operating loss | 429 | (1,097) | (1,920) | (1,149) | 2,136 | (1,730) | (985) | (1,592) | (3,737) | (2,171) |
Income (loss) from continuing operations | (1,390) | (2,991) | (1,017) | (3,930) | 4,064 | (11,985) | (2,087) | (3,338) | (9,328) | (13,346) |
Income (loss) from discontinued operations | 438 | 73 | 71 | 67 | 32 | 67 | 60 | 60 | 649 | 219 |
Net income (loss) attributable to Great Elm Group, Inc. | $ (1,219) | $ (2,760) | $ (349) | $ (3,756) | $ 3,572 | $ (11,617) | $ (1,841) | $ (3,089) | $ (8,084) | $ (12,975) |
Basic income (loss) from continuing operations per share | $ (0.06) | $ (0.11) | $ (0.01) | $ (0.15) | $ 0.14 | $ (0.46) | $ (0.07) | $ (0.12) | $ (0.34) | $ (0.52) |
Basic income (loss) from discontinued operations per share | 0.02 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.01 |
Basic income (loss) per share | (0.04) | (0.11) | (0.01) | (0.15) | 0.14 | (0.46) | (0.07) | (0.12) | (0.31) | (0.51) |
Diluted income (loss) from continuing operations per share | (0.06) | (0.11) | (0.01) | (0.15) | 0.14 | (0.46) | (0.07) | (0.12) | (0.34) | (0.52) |
Diluted income (loss) from discontinued operations per share | 0.02 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.01 |
Diluted income (loss) per share | $ (0.04) | $ (0.11) | $ (0.01) | $ (0.15) | $ 0.14 | $ (0.46) | $ (0.07) | $ (0.12) | $ (0.31) | $ (0.51) |
Shares used in computing: | ||||||||||
Basic income (loss) per share | 25,882 | 25,757 | 25,678 | 25,576 | 25,469 | 25,430 | 25,402 | 25,373 | 25,722 | 25,418 |
Diluted income (loss) per share | 25,882 | 25,757 | 25,678 | 25,576 | 25,469 | 25,430 | 25,402 | 25,373 | 25,722 | 25,418 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - MedOne - Subsequent Event $ in Millions | Aug. 31, 2021USD ($) |
Subsequent Event [Line Items] | |
Business combination cash consideration | $ 1.5 |
Maximum | |
Subsequent Event [Line Items] | |
Business combination contingent consideration | $ 1 |