18 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: T here have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: T here have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
3 unchanged sentences
The information required by this item will be contained in our definitive proxy statement ( Proxy Statement ) and is hereby incorporated by reference thereto.
+Added: Our board of directors has adopted a Code of Business Conduct applicable to all officers, directors, and employees, which is available on our website (https://www.greatelmgroup.com/investors/) under "Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct by posting such information on the website address and location specified above.
Executive Compensation.
26 unchanged sentences
Description of Securities (incorporated by reference to the Exhibit 4.7 to the Form 10-K filed on September 12, 2022)
−Removed: Base Indenture, dated as of June 9, 2022, by and between Great Elm Group, Inc.
−Removed: and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.1 to the Form 8-K filed on June 9, 2022)
−Removed: First Supplemental Indenture, dated as of June 9, 2022, by and between Great Elm Group, Inc.
−Removed: and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on June 9, 2022)
+Added: Base Indenture, dated as of June 9, 2022, by and between the Registrant and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.1 to the Form 8-K filed on June 9, 2022)
+Added: First Supplemental Indenture, dated as of June 9, 2022, by and between the Registrant and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on June 9, 2022)
Form of 7.25% Note Due 2027 (incorporated by reference to the Exhibit 4.3 to the Form 8-K filed on June 9, 2022)
2 unchanged sentences
(incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on January 3, 2023)
−Removed: Severance Agreement, dated May 4, 2023, by and between the Registrant and Peter A.
−Removed: Reed (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on May 5, 2023)
−Removed: Consulting Agreement, dated May 4, 2023, by and between the Registrant and Peter A.
−Removed: Reed (incorporated by reference to the Exhibit 10.2 to the Form 8-K filed on May 5, 2023)
Offer Letter, dated May 4, 2023, by and between the Registrant and Jason W.
1 unchanged sentence
Offer Letter, dated December 29, 2020 between Adam Kleinman and the Registrant (incorporated by reference to the Exhibit 10.2 to the Form 8-K filed on December 29, 2020)
−Removed: Separation and General Release Agreement, dated May 15, 2023, by and between the Registrant and Brent J.
−Removed: Pearson (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on May 15, 2023)
Offer Letter, dated May 15, 2023, by and between the Registrant and Keri A.
5 unchanged sentences
Form of Director and Officer Indemnification Agreement (incorporated by reference to the Exhibit 10.5 to the Form 8-K filed on December 29, 2020)
−Removed: Great Elm Group, Inc.
−Removed: Amended and Restated 2016 Long-Term Incentive Compensation Plan (As Amended, Effective November 21, 2022) (incorporated by reference to Exhibit 10.1 to the Form 8-K of Great Elm Group, Inc.
−Removed: filed on November 21, 2022)
+Added: The Registrant's Amended and Restated 2016 Long-Term Incentive Compensation Plan (As Amended, Effective October 9, 2024)
2016 Employee Stock Purchase Plan (incorporated by reference to Annex E to the Proxy Statement filed on May 25, 2016 by Great Elm Capital Group, Inc.
4 unchanged sentences
Form of Restricted Stock Award (Employees) under the Registrant’s Amended and Restated 2016 Long-Term Incentive Compensation Plan (incorporated by reference to the Exhibit 10.16 to the Form 10-K filed on September 20, 202 3)
−Removed: Amended and Restated Great Elm Capital Management Performance Bonus Plan, dated February 6, 2019, (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 8, 2019 by Great Elm Capital Group, Inc.
−Removed: Transaction Agreement, dated March 10, 2021, by and among the Registrant, MAST Capital Management, LLC and David Steinberg (incorporated by reference to the Exhibit 10.1 to the Form 10-Q filed on May 14, 2021)
+Added: Amended and Restated Great Elm Capital Management Performance Bonus Plan, dated February 6, 2019, (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on February 8, 2019 by Great Elm Capital Group, Inc.
Amended and Restated Investment Management Agreement (As Amended, Effective August 1, 2022), by and between Great Elm Capital Corp.
and Great Elm Capital Management, Inc.
−Removed: (incorporated by reference to Exhibit g to the Form N-2 filed on June 16, 2023 by Great Elm Capital Corp.
+Added: (incorporated by reference to the Exhibit g to the Form N-2 filed on June 16, 2023 by Great Elm Capital Corp.
Administration Agreement, dated as of September 27, 2016, by and between Great Elm Capital Corp.
and Great Elm Capital Management, Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on November 7, 2016 by Great Elm Capital Corp.
−Removed: Profit Sharing Agreement, dated as of November 3, 2016, by and between Great Elm Capital Management, Inc.
−Removed: and Great Elm Capital GP, LLC (formerly GECC GP Corp.) (incorporated by reference to Exhibit 10.6 to the Form 8-K filed on November 9, 2016)
−Removed: Code of Conduct of Great Elm Group, Inc.
−Removed: (incorporated by reference to the Exhibit 14.1 to the Form 8-K filed on September 20, 2023)
+Added: (incorporated by reference to the Exhibit 10.2 to the Form 8-K filed on November 7, 2016 by Great Elm Capital Corp.
+Added: Voting Waiver Agreement, dated October 29, 2024, by and between Jason W.
+Added: Reese and the Registrant (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on October 29, 2024)
+Added: Stock Purchase Agreement, dated July 31, 2025, by and among the Registrant and the purchasers named therein
+Added: Profits Interest Agreement, dated July 31, 2025, by and among Great Elm Real Estate Ventures, LLC, the Registrant and the entities named therein
+Added: Securities Purchase Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P.
+Added: Series A Warrant Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P.
+Added: Series B Warrant Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P.
+Added: Code of Conduct of the Registrant (incorporated by reference to the Exhibit 14.1 to the Form 8-K filed on September 20, 2023)
+Added: The Registrant's Insider Trading Policy
Subsidiaries of the Registrant.
+Added: Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Clawback Policy ( incorporated by reference to the Exhibit 14.1 to the Form 10-K filed on February 29, 2024 by the Registrant )
Materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, formatted in inline Extensible Business Reporting Language (XBRL):
4 unchanged sentences
We have elected not to provide a Form 10-K summary.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of August 29, 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of September 2, 2025.
GREAT ELM GROUP, INC.
Chief Executive Officer & Chairman
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of August 29, 2024.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of September 2, 2025.
Chief Executive Officer & Chairman
3 unchanged sentences
/s/ Matthew A.
+Added: /s/ Lloyd Nathan
/s/ David Matter
+Added: /s/ Booker Smith
INDEX TO FINANC IAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets at June 30, 2025 and 2024
Consolidated Statements of Operations for the years ended June 30, 2025 and 2024
−Removed: Consolidated Statements of Stockholders’ Equity and Contingently Redeemable Non-Controlling Interest for the years ended June 30, 2024 and 2023
+Added: Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended June 30, 2025 and 2024
1 unchanged sentence
Report of Independent Regist ered PUBLIC Accounting Firm
−Removed: Board of Directors and Shareholders
−Removed: Great Elm Group, Inc.
+Added: To the shareholders and the Board of Directors of Great Elm Group, Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Great Elm Group, Inc.
−Removed: (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and contingently redeemable non-controlling interest, and cash flows for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheet of Great Elm Group, Inc.
+Added: and subsidiaries (the "Company") as of June 30, 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows, for the year ended June 30, 2025, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: We determined that there are no critical audit matters.
−Removed: /s/ Grant Thornton LLP
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Investments at fair value - Fair Value Measurements — Refer to Note 6
+Added: Critical Audit Matter Description
+Added: Included within investments at fair value held by the Company are equity investments that do not have readily-available market prices.
+Added: The valuations of such equity investments are based on discounted cash flow models which are complex valuation techniques that utilize unobservable inputs.
+Added: Under accounting principles generally accepted in the United States of America, these investments are classified as Level 3 assets and are inherently subjective.
+Added: The fair value of the Company’s Level 3 equity investments was $13,374,000 as of June 30, 2025.
+Added: Given management uses complex valuation techniques and unobservable inputs to estimate the fair value of these Level 3 equity investments, performing audit procedures to evaluate the appropriateness of these models and inputs required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the discounted cash flow models and unobservable inputs used by management to estimate the fair value of Level 3 equity investments included the following, among others:
+Added: • With the assistance of our fair value specialists, we evaluated the appropriateness of the valuation techniques and assumptions used by the Company, including the reasonableness of significant changes in valuation techniques and assumptions.
+Added: • We evaluated the reasonableness of significant business assumptions related to future cash flows utilized in the valuation models and obtained audit evidence to substantiate the assumptions.
+Added: • With the assistance of our fair value specialists, we developed independent fair value estimates and compared our estimates to the Company’s estimates.
+Added: /s/ Deloitte & Touche LLP
+Added: Boston, Massachusetts
+Added: September 2, 2025
We have served as the Company's auditor since 2024.
+Added: Report of Independent Registered PUBLIC Accounting Firm
+Added: Board of Directors and Shareholders
+Added: Great Elm Group, Inc.
+Added: Opinion on the financial statements
+Added: We have audited the accompanying consolidated balance sheet of Great Elm Group, Inc.
+Added: (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: Basis for opinion
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits of June 30, 2024 and for the period then ended.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: /s/ Grant Thornton LLP
+Added: We served as the Company’s auditor from 2019 to 2024.
Boston, Massachusetts
−Removed: August 29, 2024
+Added: August 29, 2024 (except for Note 2 and Note 7, as to which the date is September 2, 2025)
GREAT ELM GROUP, INC.
8 unchanged sentences
Investments in marketable securities
−Removed: Investments, at fair value (cost $ 54,261 and $ 40,387 , respectively)
+Added: Investments, at fair value
Prepaid and other current assets
−Removed: Real estate under development
+Added: Real estate assets, net
+Added: Related party loan receivable
Assets of Consolidated Funds:
Cash and cash equivalents
−Removed: Investments, at fair value (cost $ 11,338 )
+Added: Investments, at fair value
Total current assets
13 unchanged sentences
Long-term debt (face value $ 26,945 )
−Removed: Related party payables, net of current portion
Convertible notes (face value $ 35,063 and $ 35,494 , including $ 16,993 and $ 16,174 held by related parties, respectively)
29 unchanged sentences
Dividends and interest income
−Removed: Net realized and unrealized gain (loss)
−Removed: Net realized and unrealized gain (loss) on investments of Consolidated Funds
+Added: Net realized and unrealized gain
+Added: Net realized and unrealized gain on investments of Consolidated Funds
Interest and other income of Consolidated Funds
−Removed: Gain on sale of controlling interest in subsidiary
Interest expense
−Removed: Income (loss) before income taxes from continuing operations
+Added: (Loss) income before income taxes from continuing operations
Income tax benefit (expense)
−Removed: Net income (loss) from continuing operations
+Added: Net (loss) income from continuing operations
Discontinued operations:
Net income from discontinued operations
−Removed: Net income (loss)
−Removed: net income (loss) attributable to non-controlling interest, continuing operations
−Removed: net income attributable to non-controlling interest, discontinued operations
−Removed: Net income (loss) attributable to Great Elm Group, Inc.
−Removed: Basic net income (loss) per share from:
−Removed: Continuing operations
−Removed: Discontinued operations
−Removed: Basic net income (loss) per share
−Removed: Diluted net income (loss) per share from:
−Removed: Continuing operations
−Removed: Discontinued operations
−Removed: Diluted net income (loss) per share
+Added: Net (loss) income
+Added: net income attributable to non-controlling interest, continuing operations
+Added: Net (loss) income attributable to Great Elm Group, Inc.
+Added: Net (loss) income attributable to shareholders per share
Weighted average shares outstanding
1 unchanged sentence
GREAT ELM GROUP, INC.
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTEREST
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Total Great Elm Group, Inc.
1 unchanged sentence
Total Stockholders'
−Removed: Contingently Redeemable Non-controlling
BALANCE, June 30, 2023
Net income (loss)
−Removed: Distributions to non-controlling interests in Consolidated Fund
−Removed: Redemption of non-controlling interests upon sale of subsidiaries
Issuance of common stock related to vesting of restricted stock
+Added: Issuance of interests in Consolidated Funds
+Added: Distributions from Consolidated Funds
+Added: Stock repurchases
Stock-based compensation
BALANCE, June 30, 2024
−Removed: Net income (loss)
Issuance of common stock related to vesting of restricted stock
−Removed: Issuance of interests in Consolidated Funds
+Added: Contributions to Consolidated Funds
Distributions from Consolidated Funds
8 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss) from continuing operations
−Removed: Adjustments to reconcile net income to net cash used in operating activities:
+Added: Net (loss) income from continuing operations
+Added: Adjustments to reconcile net (loss) income to net cash used in operating activities:
Net proceeds from sale of real estate
2 unchanged sentences
Stock-based compensation
−Removed: Unrealized (gain) loss on investments
−Removed: Realized (gain) loss on investments
−Removed: Realized (gain) loss on Convertible Notes
−Removed: Gain on sale of controlling interest in subsidiary
+Added: Unrealized gain on investments
+Added: Realized loss on investments
+Added: Realized gain on Convertible Notes
Non-cash interest and amortization of capitalized issuance costs
+Added: Deferred tax expense
Change in fair value of contingent consideration
Other non-cash (income) expense, net
−Removed: Adjustments to reconcile net income to net cash used in operating activities of Consolidated Funds:
+Added: Adjustments to reconcile net (loss) income to net cash used in operating activities of Consolidated Funds:
Purchase of investments by Consolidated Funds
1 unchanged sentence
Amortization of premium and accretion of discount, net
−Removed: Net realized and unrealized (gains) losses on investments
+Added: Net realized and unrealized gain on investments
Changes in operating assets and liabilities:
2 unchanged sentences
Real estate under development
−Removed: Operating leases
+Added: Lease Liabilities
Related party payables
4 unchanged sentences
Net cash provided by (used in) operating activities - continuing operations
−Removed: Net cash provided by (used in) operating activities - discontinued operations
Net cash provided by (used in) operating activities
1 unchanged sentence
Purchases of investments in held-to-maturity securities
−Removed: Purchases of investments in marketable securities
−Removed: Proceeds from settlement of held-to-maturity securities
+Added: Proceeds from settlement of held-to-maturity investments
Purchases of investments
+Added: Proceeds from settlement of trading securities
+Added: Investments in portfolio funds
+Added: Acquisition of business
+Added: Related party loan receivable
+Added: Redemption of investments
Sales of investments
−Removed: Proceeds from sale of controlling interest in subsidiary, net of cash sold
Net cash provided by (used in) investing activities - continuing operations
6 unchanged sentences
Cash flows from financing activities:
−Removed: Principal payments on long term debt
−Removed: Contributions of non-controlling interests in Consolidated Funds
+Added: Net contributions to (distributions from) non-controlling interests in Consolidated Funds
Redemption of Convertible Notes
−Removed: Share repurchases
−Removed: Distributions to non-controlling interests in Consolidated Funds
+Added: Stock repurchases
Net cash provided by (used in) financing activities - continuing operations
−Removed: Net cash provided by (used in) financing activities - discontinued operations
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents, including cash and cash equivalents classified within current assets held for sale
−Removed: net increase in cash and cash equivalents classified within current assets held for sale
−Removed: cash received from discontinued operations
−Removed: Net change in cash and cash equivalents
−Removed: Cash and cash equivalents at beginning of period
−Removed: Cash and cash equivalents at end of period
+Added: Net change in cash, cash equivalents and restricted cash
+Added: Cash, cash equivalents and restricted cash at beginning of period
+Added: Cash, cash equivalents and restricted cash at end of period
Cash paid for interest
+Added: Cash paid for taxes
Non-cash investing and financing activities
−Removed: Non-cash contribution to Consolidated Funds
Lease liabilities and right of use assets arising from operating leases
−Removed: Partial settlement of Seller Note in exchange for GECC stock
−Removed: Non-cash distributions received from Consolidated Funds
−Removed: Equity consideration upon Sale of HC LLC
+Added: Non-cash contribution to Consolidated Funds
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total cash and cash equivalents and restricted cash on the Consolidated Statements of Cash Flows:
10 unchanged sentences
The Company focuses on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies.
−Removed: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Great Elm Capital Management, Inc.
−Removed: ( GECM ), Great Elm Opportunities GP, Inc.
+Added: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Great Elm Capital Management, LLC ( GECM ), Great Elm Opportunities GP, Inc.
( GEO GP ), Great Elm Capital GP, LLC ( GEC GP ), Great Elm Investments, LLC ( GEI ), Great Elm FM Acquisition, Inc.
( FM Acquisition ), Great Elm DME Holdings, Inc.
−Removed: ( DME Holdings ), Great Elm DME Manager, LLC ( DME Manager ), Monomoy CRE, LLC ( MCRE ), Monomoy BTS Construction Management, LLC ( MCM ) and Monomoy BTS Corporation ( MBTS ), as well as its majority-owned subsidiaries Forest Investments, Inc.
−Removed: ( Forest ) (through December 30, 2022), and Great Elm Healthcare, LLC ( HC LLC ) and its wholly-owned subsidiaries (through January 3, 2023).
+Added: ( DME Holdings ), Monomoy CRE, LLC ( MCRE ), Monomoy BTS Construction Management, LLC ( MCM ), Monomoy Construction Services, LLC ( MCS ) and Monomoy BTS Corporation ( MBTS ).
In addition, we have determined that the Company was the primary beneficiary of certain variable interest entities, and therefore the operations of those entities have been included in our consolidated results for the relevant periods.
4 unchanged sentences
On an on-going basis, the Company evaluates all of these estimates and assumptions.
−Removed: The most important of these estimates and assumptions relate to revenue recognition, valuation allowance for deferred tax assets, estimates associated with accounting for asset acquisitions, and fair value measurements, including stock-based compensation.
+Added: The most important of these estimates and assumptions relate to revenue recognition, valuation allowance for deferred tax assets, estimates associated with accounting for business combinations, and fair value measurements, including stock-based compensation and investments in private entities.
Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates.
−Removed: The historical results of our Durable Medical Equipment ( DME ) business, primarily consisting of HC LLC and its subsidiaries, and related activity have been presented in the accompanying consolidated statements of operations and cash flows for the years ended June 30, 2024 and 2023 as discontinued operations.
+Added: The historical results of our Durable Medical Equipment ( DME ) business and related activity have been presented in the accompanying consolidated statements of operations and cash flows for the year ended June 30, 2024 as discontinued operations.
See Note 18 - Discontinued Operations.
9 unchanged sentences
Results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations.
−Removed: Cash and Cash Equivalents
+Added: Cash and Cash Equivalents and Restricted Cash
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.
2 unchanged sentences
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.
+Added: The Company’s restricted cash consists of escrow accounts funded in connection with the sale of real estate assets.
+Added: The escrows were part of the Company's performance obligation to the seller for construction completion.
Investments in Marketable Securities
7 unchanged sentences
Available-for-sale securities are measured at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss).
+Added: As of June 30, 2025, GEG had no investments in marketable securities.
As of June 30, 2024, all investments in marketable securities were classified as held-to-maturity and had original maturities (at the time of purchase) of six months.
5 unchanged sentences
Dividends received are recorded within dividends and interest income on the consolidated statements of operations.
−Removed: Real Estate under Development
−Removed: Real estate under development is classified as follows:
−Removed: (i) real estate under development (current), which includes real estate projects that are in the process of being developed and expected to be completed and disposed of within one year of the balance sheet date;
−Removed: (ii) real estate under development (non-current), which includes real estate projects that are in the process of being developed and expected to be completed and disposed of more than one year from the balance sheet date;
+Added: Real Estate Assets, net
+Added: Real estate assets are classified as follows:
+Added: (i) real estate assets (current), which includes real estate development projects that are finished or in the process of being developed and expected to be completed and disposed of within one year of the balance sheet date;
+Added: (ii) real estate assets (non-current), which includes real estate development projects that are finished or in the process of being developed and expected to be completed and disposed of more than one year from the balance sheet date;
and (iii) real estate held for sale, which includes land and completed improvements thereon that meet all of the “held for sale” criteria.
+Added: As of June 30, 2025 and 2024, there are no real estate assets which are non-current in nature.
Real estate under development is carried at cost less impairment, if applicable.
4 unchanged sentences
If an asset’s fair value less cost to sell, based on discounted future cash flows, management estimates or market comparisons, is less than its carrying amount, an allowance is recorded against the asset.
−Removed: Identifiable Intangible Assets, Net
−Removed: The Company's identifiable intangible assets consist of investment management agreements and assembled workforce.
+Added: Goodwill and Identifiable Intangible Assets
+Added: Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations.
+Added: Goodwill is not amortized for US GAAP purposes.
+Added: 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.
+Added: We perform our annual impairment test on the first day of the fiscal fourth quarter, or as required when impairment triggering events are identified.
+Added: The Company's identifiable intangible assets consist of investment management agreements, assembled workforce, customer-related intangibles and licenses.
These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition.
3 unchanged sentences
Impairment of Long-Lived Assets
−Removed: Long-lived assets include real estate under development, property and equipment, definite-lived intangible assets, and lease right-of-use assets.
+Added: Long-lived assets include real estate assets, property and equipment, definite-lived intangible assets, and lease right-of-use assets.
The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable based on undiscounted cash flows.
11 unchanged sentences
The Company accounts for lease and nonlease components as a single lease component.
−Removed: In March 2024, the Company signed a new office lease which is expected to commence in December 2024.
−Removed: As none of the criteria for recognition have been met as of June 30, 2024 , there is no corresponding lease liability or right-of-use asset associated with this lease included in the condensed consolidated balance sheets.
−Removed: See Note 8 - Leases for additional information about the Company’s leases.
+Added: See Note 10 - Lessee Operating Leases for additional information about the Company’s leases.
Investment Management Expenses
31 unchanged sentences
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.
−Removed: Asset Acquisitions
−Removed: Asset acquisitions are accounted for using the cost accumulation method.
−Removed: Determining whether the acquired set represents an asset acquisition or a business combination requires quantitative and qualitative assessments subject to judgment.
−Removed: In an asset acquisition, acquisition costs are capitalized as part of the acquired set.
−Removed: The accounting for asset acquisitions requires estimates and judgment to allocate the incurred costs among the assets acquired using their relative fair value.
−Removed: As such, the values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.
+Added: Business Combinations
+Added: Business combinations are accounted for at fair value.
+Added: Acquisition costs are expensed as incurred and recorded in investment management expenses.
+Added: 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.
+Added: All changes that do not qualify as measurement period adjustments are also included in current period earnings.
+Added: 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.
+Added: The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration if applicable, 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.
+Added: 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.
Net Income (Loss) Per Share
2 unchanged sentences
(in thousands except per share amounts)
−Removed: Net income (loss) from continuing operations
−Removed: net income (loss) attributable to non-controlling interest, continuing operations
−Removed: Numerator for basic EPS - Net income (loss) from continuing operations attributable to Great Elm Group, Inc.
+Added: Net (loss) income from continuing operations
+Added: net income attributable to non-controlling interest, continuing operations
+Added: Numerator for basic EPS - Net (loss) income from continuing operations attributable to Great Elm Group, Inc.
Net income from discontinued operations
−Removed: net income attributable to non-controlling interest, discontinued operations
−Removed: Numerator for basic EPS - Net income (loss) from discontinued operations, attributable to Great Elm Group, Inc.
+Added: Numerator for basic EPS - Net income from discontinued operations, attributable to Great Elm Group, Inc.
Effect of dilutive securities:
Interest expense associated with Convertible Notes, continuing operations
−Removed: Numerator for diluted EPS - Net income (loss) from continuing operations attributable to Great Elm Group, Inc., after the effect of dilutive securities
−Removed: Numerator for diluted EPS - Net income (loss) from discontinued operations, attributable to Great Elm Group, Inc.
+Added: Numerator for diluted EPS - Net (loss) income from continuing operations attributable to Great Elm Group, Inc., after the effect of dilutive securities
+Added: Numerator for diluted EPS - Net income from discontinued operations, attributable to Great Elm Group, Inc.
Denominator for basic EPS - Weighted average shares of common stock outstanding
3 unchanged sentences
Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities
−Removed: Basic net income (loss) per share from:
−Removed: Continuing operations
−Removed: Discontinued operations
−Removed: Basic net income (loss) per share
−Removed: Diluted net income (loss) per share from:
−Removed: Continuing operations
−Removed: Discontinued operations
−Removed: Diluted net income (loss) per share
+Added: Net (loss) income attributable to shareholders per share (1)
+Added: (1) Per share amounts from discontinued operations round to less than $ 0.01 .
As of June 30, 2025, the Company had 3,005,747 potential shares of common stock issuable upon the exercise of stock options that are not included in the diluted net income (loss) per share calculation because to do so would be anti-dilutive for the twelve months ended June 30, 2025.
As of June 30, 2024, the Company had 3,264,424 potential shares of common stock issuable upon the exercise of stock options that are not included in the diluted net income (loss) per share calculation for the twelve months ended June 30, 2024 because to do so would be anti-dilutive.
−Removed: As of June 30, 2024 and 2023, the Company had an aggregate of 1,425,245 and 1,151,430 issued shares, respectively, that are not considered outstanding for accounting purposes since they are unvested and subject to forfeiture by the employees at a nominal price if service milestones are not met.
+Added: As of June 30, 2024, the Company had an aggregate of 1,425,245 issued shares that are not considered outstanding for accounting purposes since they are unvested and subject to forfeiture by the employees at a nominal price if service milestones are not met.
Concentration of Risk
3 unchanged sentences
Recently Adopted Accounting Standards
−Removed: Current Expected Credit Losses.
−Removed: In June 2016, the FASB issued Accounting Standards Update ( 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.
−Removed: The estimate of expected credit losses will require entities to incorporate considerations of historical experience, current information and reasonable and supportable forecasts.
−Removed: The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
−Removed: The Company adopted this ASU as of July 1, 2023 , which did not have a material impact on its consolidated financial statements.
+Added: Segment Reporting Disclosures.
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures .” The standard expands reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit (referred to as the “significant expense principle”).
+Added: The Company has adopted this standard for our fiscal year 2025 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements.
+Added: See Note 7 - Segment Reporting for further information.
Recently Issued Accounting Standards
4 unchanged sentences
The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements.
+Added: Income Statement.
+Added: In November 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses to expand the disclosure requirements for certain costs and expenses.
+Added: In January 2025, FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Clarifying the Effective Date, which clarified the effective date of ASU 2024-03 as periods beginning after December 15, 2026 for annual reporting, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The Company is evaluating the potential impact that the adoption of these ASUs will have on its consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):
+Added: Induced Conversions of Convertible Debt Instruments to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt - Debt with Conversion and Other Options .
+Added: The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted as of the beginning of the annual reporting period for all entities that have adopted the amendments in Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
+Added: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
+Added: The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements.
+Added: On February 4, 2025 , the Company acquired certain assets of Greenfield CRE ( Greenfield ), a construction management company and previous partner of MCRE (the Greenfield Acquisition ).
+Added: In connection with the acquisition, the Company formed MCS, a wholly owned subsidiary of GEG, and combined Greenfield's assets with the assets of MCM to launch an integrated, full-service construction business.
+Added: MCS will be dedicated to serving the Company's various real estate businesses, as well as expanding its existing third-party consulting business.
+Added: The acquisition was considered a business combination under ASC 805, Business Combinations , and accounted for using the acquisition method of accounting.
+Added: The financial results of MCS are included in the Company's consolidated results for the period beginning on February 4, 2025.
+Added: The aggregate cash purchase price was approximately $ 2.5 million, inclusive of certain purchase price adjustments.
+Added: The Company has made a preliminary estimate of the allocation of the purchase price of Greenfield to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value as follows:
+Added: (in thousands)
+Added: June 30, 2025
+Added: Intangible assets:
+Added: Customer related
+Added: The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill.
+Added: Goodwill is primarily attributable to the assembled workforce and expected synergies from combining operations and is expected to be tax deductible.
+Added: The intangible assets acquired include customer-related intangibles and general contractor licenses, each with a weighted average estimated useful life of 15 years.
+Added: The customer-related intangible was valued using a multi-period excess earnings method, an income approach, which values the intangible asset by discounting the direct cash flow expected to be generated by the customers, net of returns on contributory assets such as working capital, fixed assets, assembled workforce, etc.
+Added: The licenses intangible asset was valued using a cost approach that reflects both the direct costs required to obtain the licenses and the lost profits the business would incur during the time it would take to acquire them if they were not already in place.
+Added: Revenues and operating loss before income taxes from MCS for the period from February 4, 2025 through June 30, 2025 amounted to approximately $ 0.9 million and $ 0.9 million , respectively.
+Added: The Company incurred approximately $ 0.1 million of acquisition-related costs that were expensed in investment management expenses during the year ended June 30, 2025.
+Added: The following unaudited pro forma financial information presents the combined results of operations of the Company and Greenfield as if the acquisition had occurred on July 1, 2023.
+Added: The unaudited pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets.
+Added: The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as an indication of the Company’s future consolidated results of operations.
+Added: For the twelve months ended June 30,
+Added: (in thousands)
+Added: Pro forma combined:
The Company's revenues are summarized in the following table:
1 unchanged sentence
(in thousands)
−Removed: Real estate property sales
+Added: Investment management revenue:
Management fees
Incentive fees
+Added: Administration and service fees
Property management fees
+Added: Real estate property sales
Project management fees
−Removed: Administration and service fees
+Added: Real estate rental income
Total revenues
−Removed: The Company recognizes revenue at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customers under agreements with each investment product, which may be terminated at any time by either party subject to the specific terms of each respective agreement.
−Removed: Real estate property sales
−Removed: Real estate property sales will occur periodically when development projects are completed.
−Removed: Revenue is generally recognized as control of the asset is transferred to the buyer and performance obligations are satisfied.
−Removed: Please see Note 7 - Real Estate Under Development for additional information regarding real estate under development.
+Added: The Company recognizes revenue at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customers under agreements with each investment product, which may be terminated at any time by either party subject to the specific terms of each respective investment management agreement.
Management Fees
−Removed: The Company earns management fees based on the investment management agreements between GECM and GECC, Monomoy UpREIT, and other private funds (collectively, the Funds ).
−Removed: The performance obligation is satisfied and management fee revenue is recognized over time as the services are rendered, since the Funds simultaneously receive and consume the benefits provided as GECM performs services.
+Added: The Company earns management fees based on the investment management agreements between MCRE and Monomoy UpREIT, LLC ( Monomoy UpREIT ) as well as between GECM and Great Elm Capital Corp.
+Added: ( GECC ), and other private funds (collectively, the Funds ).
+Added: The performance obligation is satisfied and management fee revenue is recognized over time as the services are rendered, since the Funds simultaneously receive and consume the benefits provided as GECM and MCRE perform services.
Management fee rates range from 1.0 % to 1.5 % of the management fee assets specified within each agreement and are calculated and billed in arrears of the period, either monthly or quarterly.
+Added: The assets under management from which the fees are calculated are variable in nature and subject to factors outside of the Company's control, such as additional investments, withdrawals and market performance.
+Added: Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly), which is when management fee asset values are generally determinable.
Incentive Fees
−Removed: The Company earns incentive fees based on the investment management agreements GECM has with GECC and Monomoy Properties II, LLC ( MP II ), a feeder fund of Monomoy Properties REIT, LLC and other private funds managed by GECM .
+Added: The Company earns incentive fees based on the investment management agreements GECM has with GECC and other private funds managed by GECM, and MCRE has with Monomoy Properties II, LLC ( MP II ), a feeder fund of Monomoy Properties REIT, LLC ( Monomoy REIT ).
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.
−Removed: Incentive fees are variable consideration associated with the investment management agreements and therefore the recognition of such fees is deferred until the end of each fund's measurement period when the performance based incentive fee becomes fixed and determinable.
+Added: Incentive fees are variable consideration associated with the investment management agreements recognized when the contractual performance criteria have been met and when it is determined that they are no longer probable of significant reversal.
+Added: Each of the contracts with customers are evaluated on an individual basis to determine the timing of revenue recognition.
+Added: Incentive fees typically arise from investment management services that began in prior reporting periods.
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.
2 unchanged sentences
During the year ended June 30, 2025, the Company recorded revenue in respect to the incentive fees due from GECC of $ 4.1 million .
−Removed: Property Management Fees
−Removed: Under the Monomoy UpREIT property management agreement, GECM is entitled to 4.0 % of monthly rent collected.
−Removed: These fees are collected monthly in arrears.
−Removed: Property management fee revenue is recognized over time as the services are provided.
Administration and Service Fees
The Company earns administration fees based on the administration agreement GECM has with GECC whereby GECC reimburses GECM for costs incurred in performing certain administrative functions.
+Added: In addition, the Company earns service fees based on the management agreement MCRE has with Monomoy UpREIT.
This revenue is recognized over time as the services are performed.
1 unchanged sentence
The services are accounted for as a single performance obligation for each investment vehicle that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis.
+Added: The Company presents administration and services fees and related costs incurred in performing these functions on a gross basis.
The Company also earns services fees based on a shared services agreement with Imperial Capital Asset Management, LLC ( ICAM ).
2 unchanged sentences
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.
+Added: Property Management Fees
+Added: Under the Monomoy UpREIT property management agreement, MCRE is entitled to 4.0 % of rent collected.
+Added: These fees are collected monthly in arrears.
+Added: Property management fee revenue is recognized over time as the services are provided.
+Added: Real estate property sales
+Added: Real estate property sales occur periodically when development projects are completed and there is a sales contract with a customer for the real estate property.
+Added: The performance obligation is real estate development activities that are performed together and deliver a real estate property to a customer.
+Added: Sales revenue and cost of revenues are recognized when or as control of the asset is transferred to the buyer and the performance obligation is satisfied.
+Added: The control of the asset may transfer over time or at a point in time depending on when the transfer of control of the real estate property occurs and the completion status of the real estate development activities on that date.
+Added: See Note 9 - Real Estate for additional information regarding real estate under development.
Project Management Fees
−Removed: MCM, a wholly owned subsidiary of MCRE, has entered into an owner’s representative agreement with respect to certain third party construction projects and will earn project management fees for its services.
+Added: MCM, a wholly owned subsidiary of MCRE, has entered into an owner’s representative agreement with respect to certain third party construction projects and earns project management fees for its services.
+Added: MCS, a wholly-owned subsidiary of GEG, earns fees and is reimbursed certain expenses for providing construction management services.
+Added: The performance obligation is satisfied, and project management fee revenue is recognized over time as the services are rendered.
+Added: Given the project management fees are delivered during the construction period, recognition over time is determined using the percentage of completion method, which is based on construction costs incurred of the project relative to the total contractual costs.
+Added: The Company presents the project management fees and associated costs related to such construction projects on a net basis as it is deemed to be the agent in the arrangement.
+Added: Real Estate Rental Income
+Added: The Company recognizes rental revenue in accordance with ASC 842, Leases , on a straight-line basis over the non-cancelable term of the lease.
+Added: Under the terms of the lease, the Company may recover from the tenant certain expenses, including real estate taxes and other operating expenses.
+Added: The recovery of these expenses is recognized in rental income in the accompanying condensed consolidated statements of operations, in the same periods as the expenses are incurred.
+Added: These expenses recognized in both revenue and expense may fluctuate from period to period based on actual expense amounts.
Related Party Transactions
4 unchanged sentences
(in thousands)
−Removed: Net realized and unrealized gain (loss) on investments
−Removed: Net realized and unrealized gain (loss) on investments of Consolidated Funds
+Added: Net realized and unrealized gain on investments
+Added: Net realized and unrealized gain on investments of Consolidated Funds
Dividend income
−Removed: See Note 3 - Revenues for additional discussion of fees earned from managed investment products.
+Added: See Note 4 - Revenue for additional discussion of fees earned from managed investment products.
(in thousands)
4 unchanged sentences
Receivable for reimbursable expenses paid
+Added: Receivable for real estate property development
Receivables from managed funds
Investment Management
−Removed: GECM has agreements to manage the investment portfolios for GECC, Monomoy UpREIT and other investment products, as well as to provide administrative services.
−Removed: Under these agreements, GECM receives management fees based on the managed assets (other than cash and cash equivalents) and rent collected, incentive fees based on the performance of those assets, and administration and service fees.
+Added: GECM has agreements to manage the investment portfolios for GECC and other investment products, as well as to provide administrative services.
+Added: Through June 30, 2024, GECM had agreements with Monomoy UpREIT.
+Added: The agreements with Monomoy UpREIT were transferred to MCRE on June 30, 2024.
+Added: Under these agreements, GECM and MCRE receive management fees based on the managed assets (other than cash and cash equivalents) and rent collected, incentive fees based on the performance of those assets, and administration and service fees.
See Note 4 - Revenue for additional discussions of the fee arrangements.
Consolidated Funds
−Removed: Through its wholly-owned subsidiaries GECM, MCRE and GEO GP, the Company serves as the investment manager, general partner, or managing member of certain private funds, in which it may also have a direct investment.
+Added: Through its wholly-owned subsidiaries GECM, MCRE and GEO GP, the Company serves or served as the investment manager, general partner, or managing member of certain private funds, in which it may also have a direct investment.
For funds which are determined to be VIEs and where it is determined that the Company is the primary beneficiary, the criteria for consolidation are met.
1 unchanged sentence
Funds that have historically been consolidated will be deconsolidated at such time as the Company is no longer deemed to be the primary beneficiary and will then be treated as equity method investments.
−Removed: The Company retains the specialized investment company accounting guidance under US GAAP with respect to the Consolidated Funds.
+Added: The Company retains the specialized investment company accounting guidance under US GAAP with respect to the consolidated funds (collectively, the Consolidated Funds ).
As such, investments of the Consolidated Funds are included in the consolidated balance sheets at fair value and the net realized and unrealized gain or loss on those investments was included as a component of other income on the consolidated statements of operations.
Non-controlling interests of the Consolidated Funds are included in net income (loss) attributable to non-controlling interest, continuing operations.
+Added: The Company's risk with respect to the Consolidated Funds is limited to its beneficial interests in these funds.
+Added: The assets of Consolidated Funds are not available to creditors of the Company.
The creditors of Consolidated Funds do not have recourse to the Company other than to the assets of the respective Consolidated Funds.
The Company holds investments in certain funds that are VIEs but the Company is not deemed to be the primary beneficiary.
−Removed: Such investments are treated as equity method investments and the Company has elected the fair value option using NAV as a practical expedient with all changes in fair value reported in net realized and unrealized gain on investments on the consolidated statements of operations.
+Added: Such investments are treated as equity method investments and the Company has elected the fair value option using NAV as a practical expedient with all changes in fair value reported in net realized and unrealized gain (loss) on investments on the consolidated statements of operations.
+Added: The Company's maximum exposure to loss related to the VIEs that the Company is not deemed to be the primary beneficiary is limited to the fair value of its investments in these entities.
See Note 2 - Summary of Significant Accounting Policies for additional details.
1 unchanged sentence
Certain officers and directors of GECC are also officers and directors of GEG.
−Removed: Drapkin is a director of our Board of Directors and also the Chairman of GECC's Board of Directors, Adam M.
+Added: Drapkin is a director on our Board of Directors and also the Chairman of GECC's Board of Directors, Adam M.
Kleinman is our President, as well as the Chief Compliance Officer of GECC, Matt Kaplan is the President of GECM, as well as the President and Chief Executive Officer of GECC and Keri A.
Davis is our Chief Financial Officer, as well as the Chief Financial Officer of GECC.
−Removed: The Company receives dividends from its investments in GECC and Monomoy UpREIT and earns unrealized gains and losses based on the mark-to-market performance of those investments.
+Added: The Company receives dividends from its investments in GECC, MP II, Monomoy REIT and Monomoy UpREIT and earns unrealized gains and losses based on the mark-to-market performance of those investments.
See Note 6 - Fair Value Measurements.
−Removed: In February 2024, the Company invested in $ 6.0 million for a 25 % interest in Great Elm Strategic Partnership I, LLC ( GESP ).
+Added: In February 2024, the Company invested $ 6.0 million for a 25 % interest in Great Elm Strategic Partnership I, LLC ( GESP ).
The Company's investment in GESP is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets.
−Removed: GESP owns 1,850,424 shares of GECC.
−Removed: In June 2024, the Company invested in $ 3.0 million for a 25 % interest in Prosper Peak Holdings, LLC ( PPH ).
+Added: GESP owns 1,837,780 shares of GECC as of June 30, 2025.
+Added: In June 2024, the Company invested $ 3.0 million for a 25 % interest in Prosper Peak Holdings, LLC ( PPH ).
The Company's investment in PPH is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets.
−Removed: PPH owns 997,506 shares of GECC.
+Added: PPH owns 995,007 shares of GECC as of June 30, 2025.
+Added: In December 2024, the Company invested $ 3.3 million for a 25 % interest in Summit Grove Partners, LLC ( SGP ).
+Added: The Company's investment in SGP is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets.
+Added: SGP owns 1,092,028 shares of GECC as of June 30, 2025.
+Added: The investments in GESP, PPH and SGP are classified as Level 3 assets, as discussed in Note 6 - Fair Value Measurements.
Other Transactions
5 unchanged sentences
Other costs include operational or administrative services performed on behalf of the funds managed by GECM and are included in receivables from managed funds in the consolidated balance sheets.
−Removed: As of June 30, 2024 and 2023 , costs of $ 0.1 million and $ 0.1 million related to the shared services agreements were included in receivables from managed funds, respectively.
+Added: As of June 30, 2025 and 2024 , costs of $ 15 thousand and $ 15 thousand, respectively, related to the shared services agreements were included in receivables from managed funds, respectively.
As of January 1, 2024, GECM also has a shared personnel and reimbursement agreement with ICAM whereby ICAM reimburses certain costs incurred by GECM related to administrative services provided by GECM employees for the benefit of ICAM.
−Removed: On August 31, 2021, the Company entered into a financial advisory agreement with Imperial Capital, LLC.
−Removed: The agreement included a retainer fee of $ 0.1 million which was paid in October 2021.
−Removed: In addition, the agreement included a success-based fee upon a sale of HC LLC.
−Removed: Upon completion of the Sale of HC LLC on January 3, 2023, a success fee of $ 0.7 million was paid to Imperial Capital, LLC.
−Removed: Reese is the Co-Founder of Imperial Capital, LLC.
−Removed: See Note 5 - Fair Value Measurements for details on the contingent consideration payable to ICAM following the acquisition of the Monomoy UpREIT management agreements, and Note 11 - Convertible Notes for details on the Convertible Notes issued to related parties.
+Added: As of June 30, 2025 and 2024, costs of approximately $ 1 thousand and $ 30 thousand related to the shared personnel and reimbursement agreement are included in receivables from managed funds, respectively.
+Added: See Note 4 - Revenue for additional details.
+Added: On October 29, 2024, the Company and Mr.
+Added: Reese entered into a voting waiver agreement ( the Voting Waiver Agreement ), pursuant to which Mr.
+Added: Reese waived all voting rights associated with all outstanding shares (whether vested or unvested) of the Company’s common stock for voting purposes that have been granted or awarded, and all future shares of the Company’s common stock that may be granted or awarded, directly to Mr.
+Added: Reese in his individual capacity by the Company in connection with his services as an officer, director or employee of the Company or its subsidiaries during the term of the Voting Waiver Agreement.
+Added: In May 2025, GECC and GECM entered into an equity distribution agreement with an investment bank (the Agent ), under which the GECC may issue and sell through the Agent, from time to time, shares of its common stock.
+Added: Such sales are made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
+Added: The sales price per share of the common stock sold in the offering, less the Agent’s commission, will not be less than the NAV per share of the common stock at the time of such sale.
+Added: Consistent with the terms of the equity distribution agreement, GECM or an affiliate of GECM may, from time to time and in their sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share.
+Added: During the year ended June 30, 2025, GECM contributed approximately $ 22 thousand to these sales.
+Added: See Note 6 - Fair Value Measurements for details on the contingent consideration paid to ICAM following the acquisition of the Monomoy UpREIT management agreements, and Note 13 - Convertible Notes for details on the Convertible Notes issued to related parties.
+Added: In January 2025, the Company issued a promissory note to Monomoy REIT for up to $ 10.0 million (the Monomoy Note ) of which $ 8.0 million was drawn as of June 30, 2025 .
+Added: The Monomoy Note accrues interest at 8.0 % per annum payable semi-annually in arrears .
+Added: The Monomoy Note matures in January 2026 .
+Added: For the year ended June 30, 2025 , $ 0.3 million of interest income was recognized related to the Monomoy Note.
+Added: The note was fully paid down in July 2025.
Fair Value Measurements
10 unchanged sentences
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.
−Removed: The assets and liabilities measured at fair value on a recurring and no n-recurring basis are summarized in the tables below:
+Added: The valuation techniques applied to investments held by the Company and by the Consolidated Fund vary depending on the nature of the investment.
+Added: Equity and equity-related securities
+Added: Securities traded on a national securities exchange are stated at the close price on the valuation date.
+Added: To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level 1.
+Added: Equity investments that do not have readily-available market prices utilize valuation models to determine fair value and are classified as Level 3.
+Added: As of June 30, 2025 , the Company had equity investments in three private companies that were valued using a discounted cash flows model with discount rates ranging from 9.8 % - 11.3 % (weighted average 10.4 %).
+Added: As of June 30, 2024, the Company had investments in two private companies that were valued using an options pricing model with a volatility ranging from 39.1 % - 39.7 % (weighted average 39.5 %) and risk-free rates of 4.24 % - 4.38 % (weighted average 4.29 %).
+Added: The change in valuation technique was due to additional information about the assumptions used by market participants and transactional experience.
+Added: Debt securities
+Added: Bank loans, corporate debt and other debt obligations traded on a national exchange are valued based on quoted market prices and classified as Level 2.
+Added: Debt investments that are not actively traded are generally based on discounted cash flows and classified as Level 3.
+Added: Investments in private funds
+Added: The Company values investments in private funds using NAV as reported by each fund’s investment manager.
+Added: The private funds calculate NAV in a manner consistent with the measurement principles of FASB ASC Topic 946, Financial Services – Investment Companies , as of the valuation date.
+Added: Investments valued using NAV as a practical expedient are not categorized within the fair value hierarchy.
+Added: As of June 30, 2025, investments in private funds include investments in Monomoy UpREIT, Monomoy REIT and MP II , each of which are managed by wholly-owned subsidiaries of the Company, in addition to private funds managed by third-party investment managers.
+Added: During the three months ended December 31, 2024, $ 4.0 million of our investment in Monomoy UpREIT was transferred to Monomoy REIT via an in-kind contribution which represents a non-cash transaction.
+Added: As of June 30, 2024, investments in private funds includes investments in Monomoy UpREIT, MP II and Great Elm Opportunities Fund I, LP Series D ( GEOF Series D ), each of which is managed by a wholly-owned subsidiary of the Company, in addition to private funds managed by third-party investment managers.
+Added: The private funds generally allow redemptions annually with 60 - 90 days’ notice.
+Added: There is no set duration for the private funds.
+Added: Contingent consideration
+Added: In conjunction with the acquisition of the Monomoy UpREIT investment and property management agreements in May 2022, the Company entered into a contingent consideration agreement that required the Company to pay up to $ 2.0 million to ICAM if certain fee revenue thresholds were achieved during fiscal years ending June 30, 2023 and 2024.
+Added: As of June 30, 2023, the Company determined that the fee revenue threshold for the year ending June 30, 2023 was achieved and the amount payable to ICAM was approximately $ 1.0 million, which was paid in July 2023.
+Added: As of June 30, 2024, it was determined that the full target revenue threshold for the year ended June 30, 2024 was not met in full and the contingent consideration was updated to $ 0.4 million, which was paid in July 2024.
+Added: See Note 12 - Long-Term Debt for additional discussion related to the fair value of our notes payable and other long-term debt.
+Added: The carrying value of all other financial assets and liabilities approximate their fair values.
+Added: Investments at Fair Value, held by the Company
+Added: As of June 30, 2025 and 2024 the Company's cost of investments was $ 54.2 million and $ 54.2 million .
+Added: The assets and liabilities measured at fair value on a recurring and no n-recurring basis which are held by the Company are summarized in the tables below:
Fair Value as of June 30, 2025
3 unchanged sentences
Investments valued at net asset value
−Removed: Contingent consideration liability
−Removed: Total liabilities
Fair Value as of June 30, 2024
1 unchanged sentence
Equity investments
+Added: Debt securities
Total assets within the fair value hierarchy
9 unchanged sentences
Ending balance
+Added: For the year ended June 30, 2025, the Level 3 assets still held as of the balance sheet date had an unrealized gain of $ 4.7 million .
The following is a reconciliation of changes in Level 3 liabilities:
4 unchanged sentences
Ending balance
−Removed: The assets of the Consolidated Funds measured at fair value on a recurring basis are summarized in the table below:
+Added: Investments at Fair Value, Consolidated Funds
+Added: The assets of the Consolidated Funds measured at fair value on a recurring basis are summarized in the tables below:
Fair Value as of June 30, 2025
5 unchanged sentences
Investments valued at net asset value
−Removed: There were no assets or liabilities of the Consolidated Funds measured at fair value as of June 30, 2023.
−Removed: The net change in unrealized appreciation relating to Level 3 assets still held as of June 30, 2024 totaled $ 9 .
+Added: Fair Value as of June 30, 2024
+Added: (in thousands)
+Added: Assets of Consolidated Funds:
+Added: Equity investments
+Added: Debt securities
+Added: Total assets within the fair value hierarchy
+Added: Investments valued at net asset value
The following is a reconciliation of changes in fair value of Level 3 assets of Consolidated Funds:
2 unchanged sentences
Beginning balance
+Added: Net Transfers
Sales and Paydowns
Net Accretion
−Removed: Transfers Out
Change in fair value
Ending balance
−Removed: The valuation techniques applied to investments held by the Company and by the Consolidated Fund vary depending on the nature of the investment.
−Removed: Equity and equity-related securities
−Removed: Securities traded on a national securities exchanges are stated at the close price on the valuation date.
−Removed: To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level 1.
−Removed: Equity investments that do not have readily-available market prices utilize valuation models to determine fair value and are classified as Level 3.
−Removed: As of June 30, 2024 , the Company had equity investments in two private companies that were valued using an options pricing model with a volatility ranging from 39.1 % - 39.7 % (weighted average 39.5 %) and risk-free rates of 4.24 % - 4.38 % (weighted average 4.29 %).
−Removed: Debt securities
−Removed: Bank loans, corporate debt and other debt obligations traded on a national exchange are valued based on quoted market prices and classified as Level 2.
−Removed: Debt investments that are not actively traded are generally based on discounted cash flows and classified as Level 3.
−Removed: The following table below presents the ranges of significant unobservable inputs used to value Level 3 assets as of June 30, 2024.
+Added: For the three months ended June 30, 2025, the Level 3 assets still held as of the balance sheet date had a decrease in unrealized gain of $ 4,392 .
+Added: Four investments with an aggregate fair value of $ 2,016,236 were transferred from Level 3 to Level 2 during the year ended June 30, 2025 as a result of increased pricing transparency.
+Added: Two investments with an aggregate fair value of $ 606,049 were transferred from Level 2 to Level 3 during the year ended June 30, 2025 as a result of reduced pricing transparency.
+Added: The following table below presents the ranges of significant unobservable inputs used to value Level 3 assets as of June 30, 2025 and June 30, 2024.
As of June 30, 2025
7 unchanged sentences
Recent Transaction
+Added: Recent Transaction
+Added: Total Equity/Other
+Added: As of June 30, 2024
+Added: Investment Type
+Added: Valuation Technique
+Added: Unobservable Input
+Added: Range (Weighted Average)
+Added: Income Approach
+Added: Discount Rate
+Added: 9.09 % - 25.03 % ( 13.81 %)
+Added: Recent Transaction
Market Approach
1 unchanged sentence
Total Equity/Other
−Removed: Investments in private funds
−Removed: The Company values investments in private funds using NAV as reported by each fund’s investment manager.
−Removed: The private funds calculate NAV in a manner consistent with the measurement principles of FASB ASC Topic 946, Financial Services – Investment Companies , as of the valuation date.
−Removed: Investments valued using NAV as a practical expedient are not categorized within the fair value hierarchy.
−Removed: As of June 30, 2024 and 2023, investments in private funds primarily consisted of our investments in Monomoy UpREIT and Great Elm Opportunities Fund I, LP Series D ( GEOF Series D ).
−Removed: Monomoy UpREIT allows redemptions annually with 90 days’ notice, subject to a one-year lockup from the date of initial investment, which are capped at 5 % of its NAV.
−Removed: GEOF Series D allows withdrawals annually and there is no set duration for the private fund.
−Removed: Contingent consideration
−Removed: In conjunction with the acquisition of the Monomoy UpREIT investment and property management agreements in May 2022, the Company entered into a contingent consideration agreement that requires the Company to pay up to $ 2.0 million to ICAM if certain fee revenue thresholds were achieved during fiscal years ending June 30, 2023 and 2024.
−Removed: As of June 30, 2023, the Company determined that the fee revenue threshold for the year ending June 30, 2023 was achieved and the amount payable to ICAM was approximately $ 1.0 million, which was paid in July 2023.
−Removed: As of June 30, 2024, it was determined that the full target revenue threshold for the year ended June 30, 2024 was not met in full and the contingent consideration was updated to $ 0.4 million , which was paid in July 2024.
−Removed: See Note 10 - Long-Term Debt for additional discussion related to the fair value of our notes payable and other long-term debt.
−Removed: The carrying value of all other financial assets and liabilities approximate their fair values.
+Added: Segment Reporting
+Added: We manage our business activities on a consolidated basis and operate as a single operating segment.
+Added: We primarily derive our revenue from our asset management business which is focused on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies.
+Added: The accounting policies of the segment are the same as those described in Note 2 - Summary of Significant Accounting Policies.
+Added: Our chief operating decision maker ( CODM ) is our Chief Executive Officer and Chairman of the Company’s Board of Directors , Jason W.
+Added: The CODM uses net income, as reported on our Consolidated Statements of Operations, predominantly in the annual budget and forecasting process.
+Added: The CODM considers budget-to-actual variances on a quarterly basis when making decisions about internal operations, such as staffing and related compensation, and planning for future investments.
+Added: T otal assets for the segment are as reported on the Consolidated Balance Sheet.
+Added: The following table provides the operating financial results of our operating segment:
+Added: For the twelve months ended June 30,
+Added: (in thousands)
+Added: Cost of revenues
+Added: Interest income
+Added: Significant segment expenses
+Added: Employee expenses
+Added: Operating expenses
+Added: Interest expense
+Added: Depreciation and amortization
+Added: Other segment expenses
+Added: Income tax expense
+Added: Other expenses
+Added: Net realized and unrealized gain
+Added: Net realized and unrealized gain on investments of Consolidated Funds
+Added: Segment net income
+Added: Other income includes dividend income and other income of Consolidated Funds, as well as income from discontinued operations.
+Added: Employee expenses consist of compensation expense.
+Added: Operating expenses are primarily made up of overhead expenses such as insurance, rent, professional fees, travel and meals, and other related costs.
+Added: Other expenses primarily consists of expenses of Consolidated Funds and other non-recurring expenses, such as non-recurring legal fees.
Identifiable Intangible Assets, Net
7 unchanged sentences
Assembled workforce
+Added: Customer related
Identifiable intangible assets, net
8 unchanged sentences
For the year ending June 30, 2030
−Removed: Real Estate Under Development
−Removed: In January 2023, MBTS completed purchases of certain land parcels located in Mississippi and Florida.
+Added: In January 2023, MBTS completed the purchase of certain land parcels in Mississippi and Florida.
+Added: MBTS completed its third purchase, a land parcel in Florida, in March 2025.
Contemporaneously with the land purchases, MBTS entered into commercial lease agreements, as a lessor, in respect to the land parcels and build-to-suit improvements to be constructed thereon.
−Removed: The leases will commence upon substantial completion of the build-to-suit development.
−Removed: The Company intends to sell the land and improvements with the attached leases at or close to the respective lease commencement date.
−Removed: During the years ended June 30, 2024 and 2023 , the Company capitalized development costs totaling $ 8.5 million and $ 1.7 million, respectively.
−Removed: On June 18, 2024, MBTS sold one of its assets for consideration totaling $ 7.8 million.
−Removed: At closing, MBTS funded two escrow accounts as part of its performance obligation to seller for construction completion.
−Removed: As of June 30, 2024 , the Company estimates that construction is approximately 85 % complete and has recognized revenue proportionately.
−Removed: The Company expects the performance obligation will be satisfied over the subsequent calendar quarter and the remaining sales revenue will be recognized at that time.
−Removed: The Company leases office spaces in Waltham, Massachusetts and Charleston, South Carolina under operating leases.
+Added: The leases will commence upon substantial completion of the build-to-suit developments.
+Added: The Company intends to sell the land and improvements with the attached leases at, or subsequent to, the respective lease commencement date.
+Added: During the years ended June 30, 2025 and 2024 , the Company capitalized costs of $ 3.4 million and $ 8.5 million, respectively, within real estate assets, net on its condensed consolidated balance sheet, representing the development and construction costs directly identifiable with the real estate projects.
+Added: On June 18, 2024, MBTS sold one of its developments for consideration totaling $ 7.8 million.
+Added: At closing in 2024, real estate development was not complete for this project.
+Added: There were two performance obligations identified for this transaction.
+Added: The first performance obligation related to real estate development activities completed at the closing of the property sale where the transfer of title occurred for which the Company recognized $ 6.6 million of revenue in 2024.
+Added: The second performance obligation related to the remaining construction activities to be completed over time after title transferred.
+Added: At closing, MBTS funded two escrow accounts for construction completion.
+Added: During the year-ended June 30, 2025, the performance obligation was satisfied, the related escrow accounts were released, and the remaining revenue associated with this sale of $ 1.2 million was recognized.
+Added: In December 2024, a second development was completed and the lease commenced.
+Added: Upon completion, the Company began to depreciate the asset over its expected useful life of 39 years .
+Added: During the year ended June 30, 2025, the Company recognized depreciation expense totaling approximately $ 0.1 million in connection with the asset.
+Added: The lease is through December 2034 and contains two five-year extensions.
+Added: For the year ended June 30, 2025, lease income relating to lease payments was $ 0.3 million .
+Added: The following table summarizes the base rents for the remaining lease term:
+Added: (in thousands)
+Added: June 30, 2025
+Added: For the year ending December 31, 2025
+Added: For the year ending December 31, 2026
+Added: For the year ending December 31, 2027
+Added: For the year ending December 31, 2028
+Added: Total base rent
+Added: Lessee Operating Leases
+Added: The Company leases office spaces in Boston, Massachusetts and Charleston, South Carolina under operating leases.
+Added: Through December 2024, the Company also leased office space in Waltham, Massachusetts.
The following table summarizes operating and variable lease cost and cash paid for amounts included in the measurement of lease liabilities for the years ended June 30, 2025 and 2024:
18 unchanged sentences
Total lease liabilities
−Removed: The Company’s office leases in Waltham, Massachusetts, and Charleston, South Carolina, provide a five-year and a three-year optional extension periods, respectively.
+Added: The Company’s office leases in Boston, Massachusetts, and Charleston, South Carolina, provide a five-year and a three-year optional extension periods, respectively.
As the Company is not reasonably certain to exercise the options, the periods covered by the options are not included in the respective lease terms or the measurement of the respective lease liabilities.
5 unchanged sentences
Payroll and other employee-related costs
−Removed: Estimated future distributions to non-controlling interests in HC LLC
−Removed: Professional fees
−Removed: Estimated working capital adjustment
−Removed: Post Sale Construction Expenses
+Added: Construction business expenses
Accrued expenses and other current liabilities
−Removed: See Note 16 - Discontinued Operations for additional information on the estimated future distributions of proceeds to non-controlling interests in HC LLC, as well as the estimated working capital adjustment.
Long-Term Debt
−Removed: The Company’s long-term debt is summarized in the following table:
−Removed: (in thousands)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: Total principal
−Removed: Unamortized debt discounts and issuance costs
−Removed: Long-term debt
−Removed: During the years ended June 30, 2024 and 2023, the Company incurred interest expense of $ 2.2 million and $ 2.5 million , respectively, attributed to its long-term debt as well as certain related-party notes payable fully repaid during the year ended June 30, 2023.
−Removed: See Note 11 - Convertible Notes for interest expense on Convertible Notes.
−Removed: Additional details of the Company's long-term debt are discussed below.
On June 9, 2022, we issued $ 26.9 million in aggregate principal amount of 7.25 % notes due on June 30, 2027 (the GEGGL Notes ), which included $ 1.9 million of GEGGL Notes issued in connection with the partial exercise of the underwriters’ over-allotment option.
The GEGGL Notes are unsecured obligations and rank:
−Removed: (i) pari passu, or equal, with the Convertible Notes and any future outstanding unsecured unsubordinated indebtedness;
+Added: (i) pari passu, or equal, with the Convertible Notes (as defined below) and any future outstanding unsecured unsubordinated indebtedness;
(ii) senior to any of our indebtedness that expressly provides it is subordinated to the GEGGL Notes;
5 unchanged sentences
The GEGGL Notes were issued in minimum denominations of $ 25 and integral multiples of $ 25 in excess thereof.
+Added: The Company’s long-term debt is summarized in the following table:
+Added: (in thousands)
+Added: June 30, 2025
+Added: June 30, 2024
+Added: Total principal
+Added: Unamortized debt discounts and issuance costs
+Added: Long-term debt
+Added: Deferred financing costs are amortized to interest expense on a straight-line basis over the five-year term of the loan.
+Added: During the years ended June 30, 2025 and 2024, the Company incurred interest expense of $ 2.2 million and $ 2.2 million , respectively, attributed to its long-term debt.
+Added: See Note 13 - Convertible Notes for interest expense on Convertible Notes.
The GEGGL Notes include covenants that limit additional indebtedness or the payment of dividends subject to compliance with a net consolidated debt to equity ratio of 2 :1.
As of June 30, 2025, our net consolidated debt to equity ratio is 0.45 :1.00.
+Added: The fair value of the GEGGL Notes as of June 30, 2025 was 25.3 million .
Convertible Notes
2 unchanged sentences
In June 2024, the Company repurchased $ 4.2 million of principal for $ 2.1 million resulting in a realized gain of $ 2.3 million.
+Added: In June 2025, the Company repurchased $ 2.2 million of principal for $ 1.8 million resulting in a realized gain of $ 0.5 million.
As of June 30, 2025, the total principal balance of Convertible Notes outstanding was $ 35.1 million , including cumulative interest paid in-kind.
3 unchanged sentences
Drapkin, including funds managed by Northern Right Capital Management, L.P.
−Removed: ( Northern Right ), a significant shareholder.
+Added: ( Northern Right ), a significant shareholder, which are currently convertible into approximately 2,250,113 shares of the Company's common stock.
Drapkin, a member of the Company’s Board of Directors, is the Chief Executive Officer of Northern Right.
+Added: Drapkin and certain funds managed by Northern Right have agreed not to convert its notes into shares of the Company's common stock prior to July 15, 2026.
▪ $ 8.3 million issued to entities associated with Jason W.
−Removed: Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, including funds managed by ICAM, a significant shareholder.
+Added: Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, including funds managed by ICAM, a significant shareholder, which are currently convertible into approximately 2,400,112 shares of the Company’s common stock.
+Added: ICAM has agreed to not convert its Convertible Notes into shares of the Company’s common stock prior to November 2025.
▪ $ 0.8 million issued to entities associated with Eric J.
Scheyer, a member of the Company’s Board of Directors.
+Added: In addition, a third party noteholder, PC Elfun, LLC ( PC Elfun ), was issued $ 11.4 million of Convertible Notes which are currently convertible into approximately 3,281,402 shares of the Company’s common stock.
+Added: PC Elfun has agreed not to convert its notes into shares of the Company's common stock indefinitely.
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.
23 unchanged sentences
(in thousands)
−Removed: Temporary equity
−Removed: Permanent equity
Consolidated Funds
Permanent equity
−Removed: Permanent equity
Net loss attributable to non-controlling interest
−Removed: HC LLC – Non-controlling interest classified as temporary equity
−Removed: The Company issued a 9.95 % common stock equity ownership in HC LLC.
−Removed: The holder of the interest had board observer rights for the HC LLC board of directors, but no voting rights.
−Removed: HC LLC had the right of first offer if the holder desired to sell the security and in the event of a sale of HC LLC, the holder was obligated to sell their securities (drag along rights) and had the right to participate in sales of HC LLC securities (tag along rights).
−Removed: In addition, upon the seventh anniversary of issuance date, if (i) the holder owned at least 50% of the common shares issued to it at the closing of the transaction, (ii) an initial public offering of HC LLC had not commenced and (iii) the holder had not had an earlier opportunity to sell its shares at their fair market value, the holder had the right to request a marketing process for a sale of HC LLC and had the right to put its common shares to HC LLC at the price for such shares implied by such marketing process.
−Removed: The Company also had the right to call the holder’s common shares at such price.
−Removed: The holder of the non-controlling interest was entitled to participate in earnings of HC LLC and was not required to fund losses.
−Removed: As the redemption was contingent upon future events outside of the Company’s control which were not probable, the Company classified the non-controlling interest as temporary equity at its fair value on the date of issuance, adjusted for any earnings in HC LLC.
−Removed: As of June 30, 2023, no non-controlling interest was outstanding following the Sale of HC LLC on January 3, 2023.
−Removed: Refer to Note 16 - Discontinued Operations for details on the Sale of HC LLC to Quipt.
−Removed: HC LLC – Non-controlling interest classified as permanent equity
−Removed: The Company issued a 9.95 % common stock equity ownership in HC LLC.
−Removed: The rights were consistent with the non-controlling interest classified as temporary equity, other than the holder not having a contingent put right.
−Removed: Accordingly, the Company classified the non-controlling interest as permanent equity at its fair value on the date of issuance, adjusted for any earnings in HC LLC.
−Removed: As of June 30, 2023, no non-controlling interest was outstanding following the Sale of HC LLC on January 3, 2023.
−Removed: Refer to Note 16 - Discontinued Operations for details on the Sale of HC LLC to Quipt.
Consolidated Fund – Non-controlling interest classified as permanent equity
−Removed: As of June 30, 2024, the Company held 45 % of the capital in the Consolidated Fund and the remaining capital was recorded as a non-controlling interest that included affiliated individuals and entities.
−Removed: Forest – Non-controlling interest classified as permanent equity
−Removed: In December 2020, the Company sold to JPM a 20.0 % common stock interest in Forest in exchange for $ 2.7 million.
−Removed: As of June 30, 2023, no non-controlling interest was outstanding following the Sale of Controlling Interest in Forest on December 30, 2022.
−Removed: See Note 17 - Forest Note and Transactions with JPM.
−Removed: Redeemable Preferred Stock of Subsidiaries
−Removed: Forest Preferred Stock classified as a liability
−Removed: On December 29, 2020, Forest issued 35,010 shares of preferred stock in Forest with a face value of $ 1,000 per share at issuance ( Forest Preferred Stock ).
−Removed: The preferred shares provided for a 9 % annual dividend, which was payable quarterly.
−Removed: As the preferred shares were 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 security was classified as a liability in the consolidated balance sheet as of June 30, 2022.
−Removed: Following the Sale of Controlling Interest in Forest on December 30, 2022, there was no outstanding balance in respect to Forest Preferred Stock.
−Removed: See Note 17 - Forest Note and Transactions with JPM.
−Removed: The dividends on Forest Preferred Stock were included in interest expense in the consolidated statements of operations.
−Removed: During the year ended June 30, 2023, the Company recorded interest expense, inclusive of non-cash interest related to amortization of discounts and debt issuance costs of $ 1.7 million related to Forest Preferred Stock.
+Added: As of June 30, 2025 , the Company held approximately 42 % of the capital in the Consolidated Fund and the remaining capital was recorded as a non-controlling interest that included affiliated individuals and entities.
Share-Based and Other Non-Cash Compensation
40 unchanged sentences
Outstanding at June 30, 2024
−Removed: Options granted
Forfeited, cancelled or expired
1 unchanged sentence
Exercisable at June 30, 2025
+Added: There were no options granted during the year ended June 30, 2025 .
There were no options granted, forfeited, cancelled or expired during the year ended June 30, 2024.
−Removed: The weighted average grant date fair value of options, per share, granted during the year ended June 30, 2023 was $ 0.23 .
−Removed: The ranges of assumptions used to value options granted were as follows:
−Removed: June 30, 2023
−Removed: Expected volatility
−Removed: 30.0 % - 70.5 %
−Removed: Expected dividends
−Removed: Expected term (years)
−Removed: Risk-free rate
−Removed: 3.4 % - 3.9 %
Stock-Based Compensation Expense
5 unchanged sentences
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.
−Removed: As of June 30, 2024, there were 167,939 restricted stock awards and restricted stock units that were deferred under this plan (and thus included in the number of restricted stock awards and restricted stock units outstanding as of that date).
+Added: As of June 30, 2025 , there were no restricted stock awards and restricted stock units that were deferred under this plan.
Other Non-Cash Compensation
2 unchanged sentences
Related compensation expense was $ 1.2 million for the year ended June 30, 2025.
−Removed: During the year ended June 30, 2023 , the Company issued compensation to certain employees in the form of restricted membership interest rights in MP II to be settled with the membership interest currently held by the Company.
−Removed: The total value of the MP II restricted membership interests awarded for the year ended June 30, 2023 was $ 0.1 million, which will vest on the third anniversary of the grant date.
−Removed: Related compensation expense was $ 45 thousand and $ 22 thousand for the years ended June 30, 2024 and 2023 .
+Added: During the years ended June 30, 2025, 2024 and 2023, the Company issued compensation to certain employees in the form of restricted membership interest rights in MP II to be settled with the membership interest currently held by the Company.
+Added: The total value of the MP II restricted membership interests awarded for the years ended June 30, 2025, 2024 and 2023 was $ 0.8 million, which vest on the third anniversary of the grant date.
+Added: Related compensation expense was $ 0.3 million and $ 0.1 million for the years ended June 30, 2025 and 2024 .
+Added: During the year ended June 30, 2025, the Company issued compensation to certain employees in the form of restricted membership interest rights in Monomoy REIT to be settled with the membership interest currently held by the Company.
+Added: The total value of the Monomoy REIT restricted membership interests awarded for the year ended June 30, 2025 was $ 0.5 million, which will vest on the fifth anniversary of the grant date.
+Added: Related compensation expense was $ 0.1 million for the year ended June 30, 2025.
The Company had income (loss) before income taxes from continuing operations of $ 15.6 million and $( 0.8 ) million , respectively, for the years ended June 30, 2025 and 2024.
3 unchanged sentences
(in thousands)
−Removed: Income tax benefit (expense)
+Added: Income tax expense
The Company recognized an income tax expense from continuing operations of $ 0.1 million and $ 0.1 million for the years ended June 30, 2025 and 2024, respectively.
−Removed: This expense consisted of federal and state and local taxes for the year ended June 30, 2024 and solely of state and local taxes for the year ended June 30, 2023.
+Added: The expense for the year ended June 30, 2025 consists of the recognition of income tax expense related to the deferred tax liability with an indefinite reversal period.
+Added: This is offset by the income tax benefit recognized from the reversal of the prior year's income tax expense, resulting from provision-to-return adjustments.
+Added: The expense for the year ended June 30, 2024 consisted of federal and state and local taxes.
The following table reconciles the expected corporate federal income tax expense, computed by multiplying the Company's income (loss) before income taxes by the statutory tax rate of 21 %, to the total tax expense.
3 unchanged sentences
State taxes net of federal impact
−Removed: Sale of Controlling Interest in Forest
Change in valuation allowance
−Removed: Adjustment to prior years
−Removed: Interest expense on Forest Preferred Stock
+Added: Provision to return and other deferred tax
Net operating loss and credit expirations
−Removed: Income tax benefit (expense)
+Added: Income tax expense
The tax effect of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are as follows:
5 unchanged sentences
Identifiable intangible assets
+Added: Stock based and accrued compensation
Unrealized loss on investments
Investment in partnerships
+Added: Interest expense carryforward
Total deferred tax assets, gross
2 unchanged sentences
Deferred Tax Liabilities:
−Removed: Total deferred tax liabilities
+Added: Unrealized gain on investment
+Added: Total deferred tax liabilities, gross
Total deferred tax liabilities, net
In light of the 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.
−Removed: The decrease of $ 1.9 million in the overall valuation allowance relates primarily to the expiration of federal tax and state attributes.
+Added: For the year ended June 30, 2025 the Company reflects a deferred tax liability in the amount of $ 0.2 million due to the future tax liability from an asset with an indefinite life.
+Added: The future tax liability from this indefinite lived asset can be offset by up to 30 % of business interest carryforward and 80 % of net operating loss carryforwards created after 2017.
+Added: The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets.
+Added: The decrease of $ 3.8 million in the overall valuation allowance relates primarily to the unrealized gain recognized on the Company's investments recorded to fair value and the expiration of federal tax attributes.
+Added: The state deferred amounts reflected in the above table were calculated using the enacted tax rates.
As of June 30, 2025, the Company had net operating loss ( NOL ) carryforwards for federal income tax purposes of approximately $ 7.7 million , of which approximately $ 1.5 million will expire in fiscal years 2026 through 2038 and $ 6.2 million can be carried forward indefinitely.
As of June 30, 2025, the Company also had $ 7.9 million of state NOL carryforwards, principally in Massachusetts, that will expire from 2037 to 2045 .
−Removed: The utilization of a corporation's NOL carryforwards is limited following a change in ownership (as defined by Internal Revenue Code section 382) of greater than 50 % within a rolling three-year period.
+Added: The utilization of a corporation's NOL carryforwards could be limited following a change in ownership (as defined by Internal Revenue Code section 382) of greater than 50 % within a rolling three-year period.
If it is determined that prior equity transactions limit the Company's NOL carryforwards, the annual limitation will be determined by multiplying the market value of the Company on the date of the ownership change by the federal long-term tax-exempt rate.
Any amount exceeding the annual limitation may be carried forward to future years for the balance of the NOL carryforward period.
+Added: The Company has not, as of yet, conducted a study to determine if any such changes have occurred that could limit its ability to utilize the net operating loss carryforward.
+Added: Given the full valuation allowance, any ownership change and potential Section 382 limitation would not have a material impact on the financial statements.
During the years ended June 30, 2025 and 2024, the total amount of gross unrecognized tax benefit activity was as follows:
1 unchanged sentence
Balance as of June 30, 2023
−Removed: Reductions for tax positions of prior years
−Removed: Lapse of statute of limitations
Balance as of June 30, 2024
−Removed: Reductions for tax positions of prior years
Lapse of statute of limitations
Balance as of June 30, 2025
−Removed: As of June 30, 2024 and 2023, the Company had approximately $ 0.5 million and $ 0.5 million , respectively, of unrecognized tax benefits.
−Removed: These unrecognized tax benefits, if recognized, would ordinarily impact the effective tax rate by a corresponding amount.
−Removed: However, because of the Company’s history of cumulative operating losses, any recognized tax benefits would be fully offset by a valuation allowance without any impact on our consolidated results.
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.
−Removed: As of June 30, 2024 and 2023, the accrual for interest and penalties associated with tax liabilities was immaterial.
−Removed: 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.
−Removed: The Company files U.S.
−Removed: federal and U.S.
−Removed: state tax returns in several states.
−Removed: Tax years remain open to examination to the extent that NOLs generated in those years are utilized in a later year.
−Removed: Accordingly, the Company's fiscal years 2004 through 2024 remain open to examination by federal tax authorities, with the exception of the 2009 and 2010 fiscal years for which IRS examinations have been completed.
−Removed: State tax returns generally remain open to examination for fiscal years 2004 through 2024 .
+Added: As of June 30, 2025 and 2024, the Company had approximately $ 0.3 million and $ 0.5 million , respectively, of unrecognized tax benefits, including interest and penalties, recognized on our balance sheet.
+Added: These liabilities are primarily recorded as non-current as of the balance sheet date.
+Added: As of June 30, 2025 , the accrual for interest and penalties associated with tax liabilities was $ 0.2 million.
+Added: As of June 30, 2024, the accrual for interest and penalties associated with tax liabilities was immaterial.
+Added: These unrecognized tax benefits, if recognized, would decrease the effective tax rate in the year of resolution.
+Added: Although timing of the resolution and/or closure on the Company's unrecognized tax benefits is highly uncertain, it is reasonably possible that the liability associated with our unrecognized tax benefit liabilities will decrease within the next 12 months as a result of the expiration of statutes of limitation.
+Added: As of June 30, 2025, we estimate a reversal of the full unrecognized tax benefit liabilities as a result of expiration of statute of limitations.
+Added: The Company files income tax returns in accordance with the tax laws of the jurisdictions in which it operates.
+Added: Federal and state income tax returns are generally subject to examination for tax years ended June 30, 2021 through the present.
+Added: To the extent the Company has tax attribute carryforwards, the tax years in which those attributes were generated may remain subject to adjustment upon examination by the Internal Revenue Service ( IRS ), with the exception of fiscal years 2009 and 2010, for which IRS examinations have been completed, or by state tax authorities, to the extent such attributes are utilized in a future period.
+Added: The Company is not currently under examination by any tax authorities.
+Added: On July 4, 2025, new U.S tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA").
+Added: The Company is currently evaluating the impact of the new legislation.
Commitments and Contingencies
1 unchanged sentence
The Company maintains insurance to mitigate losses related to certain risks.
−Removed: The Company is not a named party in any pending or threatened litigation that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.
+Added: 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.
Discontinued Operations
−Removed: On January 3, 2023, DME Holdings along with the minority owners of HC LLC, entered into a purchase agreement with QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp.
−Removed: ( Quipt ), to sell 100 % of the outstanding membership interests in HC LLC to Quipt ( Sale of HC LLC ) for $ 80.0 million, consisting of approximately $ 72.8 million in cash, $ 5.2 million of indebtedness assumed by Quipt and $ 2.0 million in shares of Quipt common stock based on the 20-day volume-weighted average price of Quipt’s common stock for the period ending on and including the second business day prior to the closing of the transaction.
−Removed: After transaction costs of $ 2.5 million , distributions to non-controlling interests of $ 5.9 million , and indemnity escrow payment of $ 0.4 million , cash proceeds to GEG and subsidiaries were $ 64.1 million , pending finalization of working capital adjustments.
−Removed: The following table shows calculation of the initial gain on Sale of HC LLC of $ 13.6 million :
−Removed: (in thousands)
−Removed: January 3, 2023
−Removed: Net cash proceeds, after transaction costs and distributions to non-controlling interests
−Removed: Fair value of shares of Quipt stock
−Removed: Indemnity escrow receivable attributable to GEG and subsidiaries
−Removed: Carrying value of non-controlling interest prior to sale (permanent equity)
−Removed: Carrying value of non-controlling interest prior to sale (temporary equity)
−Removed: Estimated future distributions of proceeds to non-controlling interests
−Removed: Carrying value of net assets disposed
−Removed: Gain on Sale of HC LLC
+Added: In January 2023, the Company sold durable medical equipment business.
The Company concluded that the disposal group satisfied the criteria for presentation as held for sale and discontinued operations.
−Removed: In the fourth quarter of fiscal year 2023, we recorded a loss of $ 0.3 million following finalization of working capital adjustments to the initial sales price for HC LLC, with the respective payment to Quipt made in September 2023.
−Removed: The following table provides a reconciliation of the Company’s net income from discontinued operations presented in the consolidated statements of operations:
−Removed: For the twelve months ended June 30,
−Removed: (in thousands)
−Removed: Discontinued operations:
−Removed: Durable medical equipment sales and services revenue
−Removed: Durable medical equipment rental income
−Removed: Cost of durable medical equipment sold and services
−Removed: Cost of durable medical equipment rentals
−Removed: Durable medical equipment other operating expenses
−Removed: Depreciation and amortization
−Removed: Transaction costs
−Removed: Interest expense
−Removed: Loss on extinguishment of debt
−Removed: Other (expense) income, net
−Removed: Gain on disposal of discontinued operations
−Removed: Income before income taxes from discontinued operations
−Removed: Income tax benefit
−Removed: Net income from discontinued operations
−Removed: Forest Note and Transactions with JPM
−Removed: On December 29, 2022, in connection with the Stock Purchase Agreement and Stockholders Agreement, each defined below, GEG and FM Acquisition issued a promissory note in favor of Forest in an aggregate principal amount equal to $ 38.1 million (the Forest Note ), in exchange for the transfer to FM Acquisition of $ 3.3 million of Series A-1 preferred interests and $ 34.0 million of S eries A-2 preferred interests held by Forest in HC LLC plus, in each case, accrued dividends thereon to the date of transfer.
−Removed: The Forest Note had a maturity date of March 1, 2023 and bore interest at a fixed rate of 9 % per annum.
−Removed: On December 30, 2022, in connection with the Transactions with JPM, as defined below, t he Company partially repaid the Forest Note in the amount of $ 18.4 million.
−Removed: The remaining balance, inclusive of accrued interest, due to Forest under the Forest Note of $ 19.7 million was subsequently paid in full on January 3, 2023 using the proceeds from the Sale of HC LLC (see Note 16 - Discontinued Operations).
−Removed: Sale of Controlling Interest in Forest
−Removed: On December 30, 2022, GEG and FM Acquisition, entered into a stock purchase agreement (the Stock Purchase Agreement ) with J.P.
−Removed: Morgan Broker-Dealer Holdings Inc.
−Removed: ( JPM ) to sell 61 shares of the common stock, $ 0.001 par value per share, of Forest owned by FM Acquisition and GEG, which constituted 61 % of the issued and outstanding shares of Forest’s common stock, to JPM for approximately $ 18.4 million in cash (the Sale of Controlling Interest in Forest ).
−Removed: Upon execution of the Stock Purchase Agreement, the Company deconsolidated Forest and recognized an investment in respect to its retained 19 % non-controlling interest in Forest (the Investment in Forest ) in the amount of $ 2.1 million .
−Removed: The following table shows calculation of the recorded gain on sale of controlling interest in subsidiary of $ 10.5 million on the Company's consolidated statement of operations for the year ended June 30, 2023:
−Removed: (in thousands)
−Removed: December 30, 2022
−Removed: Cash proceeds
−Removed: Fair value of retained 19 % non-controlling interest in Forest
−Removed: Carrying value of non-controlling interest prior to sale
−Removed: Carrying value of net assets disposed
−Removed: Gain on Sale of Controlling Interest in Forest
−Removed: The Investment in Forest was determined to be an equity security measured at fair value within Level 3 of the fair value hierarchy.
−Removed: As a result of Forest joining the JPM consolidated group, we recognized a gain on our Investment in Forest of $ 24.4 million during the year ended June 30, 2023 (prior to exercise of the Put Option as defined below) within net realized and unrealized gain (loss) on investments on the consolidated statement of operations.
−Removed: The Sale of Controlling Interest in Forest did not meet the criteria for presentation as discontinued operations.
−Removed: The following table shows loss before income taxes of Forest, as well as loss before income taxes of Forest attributable to the Company:
−Removed: For the twelve months ended June 30,
−Removed: (in thousands)
−Removed: Loss before income taxes
−Removed: Loss before income taxes attributable to Great Elm Group, Inc.
−Removed: In connection with the Stock Purchase Agreement, GEG, JPM and Forest entered into an amended and restated stockholders’ agreement (the Stockholders Agreement ).
−Removed: Pursuant to the Stockholders Agreement, from January 17, 2023 until February 17, 2023, GEG had the right (the Put Option , together with the Sale of Controlling Interest in Forest referred to as the Transactions with JPM ) to sell the Investment in Forest for the then fair market value.
−Removed: On January 17, 2023, the Company exercised the Put Option and sold the Investment in Forest for $ 26.5 million in cash, resulting in an additional gain on our Investment in Forest for the year ended June 30, 2023 of $ 25 thousand recorded within net realized and unrealized gain (loss) on investments on the consolidated statement of operations.
+Added: In the fiscal year 2024, we recognized a gain of $ 0.02 million related to adjustments to payments due to the former non-controlling interests.
+Added: There was no activity related to discontinued operations during the year ended June 30, 2025.
+Added: Subsequent Events
+Added: On July 31, 2025, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement ) with certain funds affiliated with Kennedy Lewis Investment Management LLC ( KLIM ), a Delaware limited liability company (such funds, the Purchasers ), pursuant to which the Purchasers purchased, and the Company issued, 1,353,885 shares (the Shares ) of the Company’s common stock (the Common Stock ), at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Stock Purchase Agreement of $ 2.1144 per share, or an aggregate purchase price of $ 2.9 million.
+Added: The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.
+Added: Pursuant to the registration rights covenant under the Stock Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Stock Purchase Agreement) held by the Purchasers within one hundred and twenty days following the date of the Stock Purchase Agreement.
+Added: The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company.
+Added: The registration rights granted pursuant to the Stock Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the SEC ) under the Securities Act of 1933, as amended (the Securities Act ) and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144 or (D) such securities are no longer outstanding.
+Added: In addition, pursuant to the director appointment covenant under the Stock Purchase Agreement, as long as the Purchasers and their affiliates collectively (i) retain the Profit Interest Percentage (as defined below) and (ii) continue to own at least 50 % of the Shares (the Ownership Requirements ), the Company has agreed to appoint one person designated by the Purchasers to serve on the Company’s board of directors (the Board ), and to continue to nominate such person to continue to serve on the Board at each annual meeting of the Company’s stockholders so long as the Purchasers meet the Ownership Requirements and such person qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to the Board.
+Added: Profits Interest Agreement
+Added: In connection with the transaction described above, the Company formed a new holding company for its real estate business, Great Elm Real Estate Ventures, LLC, a Delaware limited liability company ( Great Elm RE Ventures ).
+Added: The Company is the sole member of Great Elm RE Ventures and owns all of its equity interests, including its preferred equity pursuant to which it is entitled to a cumulative preferred distribution of 12.5 % per annum and priority in distributions relating to the proceeds of certain specified transactions, subject to the right of the certain funds affiliated with KLIM set forth therein (the Investors ) to purchase a pro rata participation interest in such preferred equity in an amount equal to the Profits Interest Percentage.
+Added: Pursuant to a Profits Interest Agreement (the Profits Interest Agreement ), dated July 31, 2025, by and among the Company, Great Elm RE Ventures and the Investors, each Investor will be entitled to receive, concurrently with any distribution of income made by Great Elm RE Ventures to the holders of its common equity interests, its pro rata portion of an amount equal to 15 % of the aggregate amount of such distribution (the Profit Interest Percentage ), which percentage will increase by 1.0 % for each $ 10.0 million of borrowings drawn under the Loan Agreement, dated July 31, 2025, between Monomoy Properties REIT, LLC, as borrower, entities managed by KLIM, as lenders, and Alter Domus (US) LLC, as agent for the lenders, up to a maximum of 20 %.
+Added: Each Investor will have certain tag-along rights in the event that the Company or its affiliates decides to transfer its common or preferred equity in Great Elm RE Ventures above a certain threshold.
+Added: Securities Purchase Agreement
+Added: On August 27, 2025, the Company entered into a Securities Purchase Agreement (the Securities Purchase Agreement ) with Woodstead Value Fund LP, a Texas limited partnership (the Purchaser ), pursuant to which the Purchaser purchased, and the Company issued, 4,000,000 shares (the Shares ) of the Company’s common stock, par value $ 0.001 per share (the Common Stock ), at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Securities Purchase Agreement of $ 2.25 per share, for an aggregate purchase price of $ 9 million.
+Added: The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.
+Added: Pursuant to the registration rights covenant under the Securities Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Securities Purchase Agreement) held by the Purchasers within one hundred and fifty days following the date of the Securities Purchase Agreement.
+Added: The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company.
+Added: The registration rights granted pursuant to the Securities Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the SEC ) under the Securities Act of 1933, as amended (the Securities Act ) and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144 or (D) such securities are no longer outstanding.
+Added: In addition, pursuant to the director appointment covenant under the Securities Purchase Agreement, as long as the Purchaser and its affiliates collectively continue to own at least 2,000,000 shares of the Common Stock (the Ownership Requirements ), the Company has agreed to appoint one person designated by the Purchaser to serve on the Company’s board of directors (the Board ), and to continue to nominate such person to continue to serve on the Board at each annual meeting of the Company’s stockholders so long as the Purchaser meets the Ownership Requirements and such person qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to the Board.
+Added: Pursuant to the Securities Purchase Agreement, the Company also issued to the Purchaser (i) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $ 3.50 per share with a ten-year term (the Series A Warrant ) and (ii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $ 5.00 per share with a ten-year term (the Series B Warrant , together with Series A Warrant, the Warrants ).
+Added: The Warrants were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.
+Added: The Series A Warrants are exercisable at any time on or after the one-year anniversary of the original issuance date and the Series B Warrants are exercisable at any time on or after the three-year anniversary of the original issuance date.
+Added: Each of the Series A Warrants and Series B Warrants have a ten-year term from the original issuance date.
+Added: The Warrants include certain limited anti-dilution adjustments.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.