GEG

Greetings, and welcome to Great Elm Group Fiscal 2026 Third Quarter Conference Call. At this time, all participants are on a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Adam Yates, Managing Director. Thank you. You may begin.

Good morning, everyone. Thank you for joining us for Great Elm Group's Fiscal 2026 Third Quarter Earnings Conference Call. As a reminder, this conference call is being recorded on Thursday, May 7, 2026. If you would like to be added to our distribution list, you can email [email protected], or you can sign up for alerts directly on our website, www.greatelmgroup.com. The slide presentation accompanying today's conference call and webcast can be found on our website under Events and Presentations. A link to the webcast is also available on our website, as well as in the press release that was disseminated to announce the quarterly results. Today's conference call includes forward-looking statements, and we ask that you refer to Great Elm Group's filings with the SEC for important factors that could cause actual results to differ materially from these statements.

Great Elm Group does not undertake to update its forward-looking statements unless required by law. In addition, during today's call, management will refer to certain non-GAAP financial measures. Reconciliations to the most comparable financial measures are included in our earnings release. To obtain copies of our SEC filings, please visit Great Elm Group's website under Financial Information and select SEC Filings. Today's comments do not constitute an offer to sell or a solicitation of an offer to buy interests in any investment vehicle managed by Great Elm or its affiliates. Any such offer or solicitation will only be made pursuant to the applicable offering documents for such investment vehicle. On the call today, we have Jason Reese, CEO, Adam Kleinman, President and General Counsel, Nichole Milz, COO, and Keri Davis, CFO. I will now turn the call over to Jason Reese, CEO.

Thank you, Adam. Good morning and thank you for joining us today. This quarter, Great Elm made meaningful progress advancing our strategic initiatives while operating against a challenging backdrop. Fiscal third quarter 2026 was marked by heightened volatility across the BDC sector, driven by broader concerns around private credit quality. GECC, our public BDC, was not insulated from that volatility. Our reported results reflect approximately $9.8 million of unrealized losses, primarily related to our holdings in GECC common stock and related SPVs. Despite these non-cash mark-to-market losses, our balance sheet remains strong with over $45 million of cash and equivalents. This liquidity provides us with significant flexibility to support our growth initiatives and pursue attractive opportunities as we move forward. In this environment, we continue to build momentum across our alternative asset management platform.

In March, I assumed the role of Executive Chairman of GECC at an important inflection point for the company. On May fourth, I was appointed CEO. The company was established to create income and protect and grow NAV. In the near term, I am reprioritizing. We will protect and grow NAV first and secondarily create income. We will accomplish this by strengthening oversight, protecting shareholder value, and reinforcing accountability across the platform. We are already making tangible progress across each of these efforts. At GECC, we took decisive steps during the quarter to strengthen the balance sheet and improve overall portfolio quality. We substantially delevered the capital structure by calling and repurchasing all near-term funded debt, and GECC will soon have no debt maturities until 2029. This eliminates near-term refinancing risk and enhances our ability to deploy capital in a disciplined and opportunistic manner.

We also advanced our portfolio rotation strategy, exiting select investments and increasing portfolio quality by redeploying capital into predominantly senior secured positions. As a result, first lien investments now comprise nearly 75% of GECC's corporate credit portfolio, the highest level in recent history. Additionally, we're expanding our proprietary sourcing effort. During the quarter, we closed 3 transactions sourced through institutional partners. We closed another proprietary private investment in April and expect to close on an additional investments in the near future. Our focus remains on rigorous underwriting, enhanced portfolio diversification, and increasing cash generative secured credit investments. We believe these actions position GECC for an improved trajectory with durable performance. Within our private credit strategy, the Great Elm Credit Income Fund, which we launched in November 2023, began an orderly wind down last quarter.

We offered third-party investors an early redemption option, All have since exited the fund, leaving Great Elm Group's approximately $7 million investment at quarter end. The fund generated a net return of over 20% from inception through March 31, 2026. In real estate, Great Elm Real Estate Ventures delivered another strong quarter, driven by continued execution across the Monomoy platform. Monomoy CRE generated approximately $1 million of investment and property management fees in the quarter, growing more than 20% from the prior year period. Monomoy REIT closed on 5 acquisitions in the quarter, deploying approximately $28 million and surpassing its full year 2025 acquisition activity. Monomoy BTS delivered a third development property in Florida to an investment-grade tenant with rent commencing in March. During the quarter, the team also advanced its fourth design build project in Texas following a land acquisition.

The real estate platform continues to build a robust pipeline of additional build-to-suit opportunities, spurred by its strong execution track record and high tenant satisfaction. Lastly, Monomoy Construction Services completed its fourth full quarter of operations, adding $0.7 million in total revenue. Outside of our core platform, our CoreWeave related investment continues to perform well with cumulative distributions of $6.8 million to date, exceeding our initial $5 million investment. We continue to see upside potential based on current trading levels, and we are encouraged by CoreWeave's recent stock price rebound and successful capital raises. Turning to capital allocation, we believe our shares remain materially undervalued and continue to prioritize share repurchases accordingly. Our board recently approved a $15 million increase in our stock repurchase program, bringing the total authorization to $40 million.

This marks our 10th consecutive quarter of share repurchases, underscoring both our conviction in the business and our commitment to enhancing shareholder value. During the quarter, we repurchased approximately 1.4 million shares, or over 4% of shares outstanding, at an average price of $2.04 per share. Through May 4th, we have repurchased approximately 7.8 million shares at an average price of $2 per share, representing $15.6 million deployed since inception. This leaves approximately $24.4 million of remaining capacity, and we intend to remain active under the program at current valuation levels. As we enter the fourth quarter of our fiscal year, we remain focused on growing fee-paying AUM, scaling our alternative credit and real estate businesses, and sourcing new investment opportunities.

Looking ahead, we seek to expand our platform and add accretive, differentiated investment solutions with attractive risk-adjusted return profiles. With that, I'll now turn the call over to our CFO, Keri Davis.

Thank you, Jason Reese. I'll provide a brief overview of the quarter and of course, welcome all of you to review our filings for additional detail or reach out to our team with any questions. Fiscal third quarter revenue was $3.4 million compared to $3.2 million in the prior year period. A 7% increase driven primarily by growth in MCS construction management fees. Estimated fee-paying AUM and AUM were $528 million and $744 million, respectively, as of March 31, 2026. These figures represent a decrease of 7% and 3%, respectively, compared to the prior year period. We reported a net loss of $13.5 million for the quarter, compared to a net loss of $4.5 million a year ago.

The change was primarily driven by $9.8 million of unrealized losses, including consolidated funds, the majority of which were associated with the company's investments in GECC common stock and related SPVs. Adjusted EBITDA for the quarter was -$1.6 million compared to $0.5 million in the prior year period. As of March 31, 2026, we held approximately $45.5 million of cash and cash equivalents on our balance sheet to deploy across our growing alternative asset management platform. Please refer to the earnings release in our Form 10-Q for a more detailed summary of our financial position. This concludes my financial review of the quarter. With that, we will turn the call over to the operator to open for questions.

Thank you. At this time, we'll be conducting a question-and-answer session. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. As a reminder, if you'd like to ask a question, please press star one on your telephone keypad. There are no questions at this time. At this point, I'd like to turn the call back over to Jason Reese for closing comments.

Thank you again for joining us today. We remain confident in the strategic direction of our business. Our credit and real estate platforms continue to execute. With the strength of our balance sheet, we are taking disciplined actions to position the platform for long-term success. We look forward to keeping you updated on our progress. Thank you for your time and continued support.

This concludes today's conference. You may disconnect your lines at this time, and we thank you for your participation.

Greetings and welcome to the Great Elm Group fiscal 2026 second quarter conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Adam Yates, Managing Director. Thank you, sir. You may begin.

Good morning, everyone. Thank you for joining us for Great Elm Group's fiscal 2026 second quarter earnings conference call. As a reminder, this conference call is being recorded on Thursday, February 5, 2026. If you would like to be added to our distribution list, you can email GEG Investor Relations at greatelmcap.com, or you can sign up for alerts directly on our website www.greatelmgroup.com. The slide presentation accompanying today's conference call and webcast can be found on our website under Events and Presentations. A link to the webcast is also available on our website, as well as in the press release that was disseminated to announce the quarterly results. Today's conference call includes forward-looking statements, and we ask that you refer to Great Elm Group's filings with the SEC for important factors that could cause actual results to differ materially from these statements.

Great Elm Group does not undertake to update its forward-looking statements unless required by law. In addition, during today's call, management will refer to certain non-GAAP financial measures. Reconciliations to the most comparable financial measures are included in our earnings release. To obtain copies of our SEC filings, please visit Great Elm Group's website under Financial Information and select SEC Filings. Today's comments do not constitute an offer to sell or a solicitation of an offer to buy interests in any investment vehicle managed by Great Elm or its affiliates. Any such offer or solicitation will only be made pursuant to the applicable offering documents for such investment vehicle. On the call today, we have Jason Reese, CEO; Adam Kleinman, President and General Counsel; Nichole Milz, COO; and Keri Davis, CFO. I will now turn the call over to Jason Reese, CEO.

Good morning, and thank you for joining us today. While Great Elm made meaningful progress during the quarter to advance our strategic goals, I want to acknowledge the reality of the environment we operated in during the quarter. Fiscal second quarter 2026 unfolded against a challenging backdrop for BDCs, marked by heightened volatility, meaningful pressure on public valuations, and concerns over private credit quality deterioration. As a result, we recorded significant unrealized losses during the quarter, particularly related to our investment in GECC Common Stock, investments in special-purpose vehicles related to GECC Common Stock, and our CoreWeave-related investment. While these valuation changes materially impacted our reported results for the quarter, it's important to emphasize that they were primarily non-cash in nature and driven by market-based movements.

Liquidity across the platform remained strong, and our balance sheets at the holding company and both of our primary investment vehicles are well-positioned to grow our platform and invest opportunistically as we move forward. Against that backdrop, Great Elm has executed operationally. We continued to advance our alternative asset management platform, expanding both our real estate and credit businesses, and grew fee-paying assets under management on a year-over-year basis. At the end of December, estimated assets under management stood at $740 million, while estimated fee-paying assets under management grew 4% year-over-year to approximately $561 million. Great Elm Real Estate Ventures had another strong quarter, marked by continued execution across the Monomoy platform. Monomoy BTS completed its third design-build property located in Florida and has begun actively marketing the property for sale, with an expected exit in the second half of Fiscal 2026.

We are also engaged with a high-quality tenant on a fourth design-build project and continue to see a robust and expanding pipeline of development opportunities supported by a broader tenant base. Monomoy Construction Services completed its third full quarter of operations, contributing approximately $400,000 in revenue. With construction capabilities now fully integrated in-house, we are able to deliver comprehensive turnkey solutions for tenants, capture additional value across the property lifecycle, and support disciplined execution as our project pipeline continues to scale. At Monomoy CRE, total investment management and property management fees increased over 15% from the prior year period, driven by the growth in fee-paying AUM and higher gross rents. During the quarter, Monomoy REIT acquired three properties at attractive cap rates for approximately $8.9 million, including development costs, while continuing renovations and design-build initiatives further enhanced by the capabilities of MCS.

Turning to our alternative credit business, it's important to acknowledge that the BDC experienced a challenging finish to Calendar 2025, driven largely by CoreWeave stock declining nearly 50% in the quarter, CLO equity underperforming the broader credit markets in the quarter, and continued dispersion in leveraged credit, including first-lien impacts. GECC plans to report earnings in early March and will provide additional details at that time. That said, we believe we have taken actions to position the platform for success as we move into 2026. We fortified the team in September by hiring a new head of research with over 25 years of credit analysis experience. During the quarter, the investment team re-enrolled the entire portfolio and continued to work deliberately to further diversify our investments, with a particular focus on senior secured opportunities.

The team worked to optimize the portfolio to improve overall credit quality, trimming or exiting high-risk positions. These steps were taken with a long-term mindset and positioned the BDC with a stronger foundation from which to rebuild in 2026. While syndicated credit spreads remain near historic heights, we have redoubled our effort to shift the portfolio towards private transactions that offer stronger lender protections, tighter covenants, and reduce the risk of liability management transactions. We believe this approach is increasingly important given the lender-on-lender violence and structural erosion we continue to see in broadly syndicated markets. The BDC maintains significant liquidity, providing ample flexibility as opportunities arise. As a reminder, in the prior quarter, GECC materially lowered its cost of capital through the refinancing of its highest-cost debt.

Taken together, these initiatives leave GECC in a position of strength, with a healthy balance sheet, meaningful deployable cash, and additional capacity to invest in attractive income-generating opportunities. In our private credit strategy, the Great Elm Credit Income Fund, launched in November 2023, began an orderly winddown in response to recent portfolio events and market conditions. As the fund had not yet reached scale, we decided to begin monetizing investments in a disciplined manner. The fund recorded a net return of over 20% for the 26 months from inception through December 31, 2025. Outside of our core business, our CoreWeave-related investment continues to be a compelling success despite significant market volatility during the quarter.

From September 30 to December 31, CoreWeave's Common Stock declined nearly 50%, resulting in market-based valuation movements that generated $6.7 million of unrealized losses in our investment, offset by $2.2 million of realized gains from distributions. Notwithstanding this volatility, we have received distributions totaling approximately 115% of our original $5 million investment to date, and we continue to believe there is meaningful upside potential based on current trading levels. Since December 31, CoreWeave's stock price has rebounded significantly, reinforcing our conviction in the long-term value of the investment. In addition, we recorded net unrealized mark-to-market losses of $4 million and $3 million in our GECC Common Stock and related SPV investments, respectively. These valuation changes echo broader market trading levels for BDCs, and we expect recovery in time as GECC rebuilds its NAV. We also continue to deploy capital in a disciplined manner to enhance shareholder value.

Our share repurchase program has been highly effective since inception, underscoring our conviction in the intrinsic value of the business and our long-term outlook. During the quarter, we repurchased approximately 1.1 million shares of GEG stock at an average price of $2.47 per share. From inception of the program through February 3, Great Elm has repurchased approximately 6.4 million shares at an average price of $1.99 per share, representing a total capital deployment of $12.7 million. In aggregate, these repurchases equate to nearly 20% of our shares outstanding, materially enhancing per-share value for shareholders. As we enter the second half of Fiscal 2026, Great Elm is well-positioned with $51.2 million in cash, providing us with ample flexibility to support our growth initiatives and take advantage of attractive opportunities sourced via our sophisticated network.

We remain focused on growing fee-paying AUM, scaling our alternative credit and real estate businesses, and sourcing new investment opportunities. Looking ahead, we seek to expand our platform and add accretive, differentiated product offerings with attractive risk-adjusted return profiles. With that, I'll now turn the call over to our CFO, Keri Davis.

Thank you, Jason. I will provide a brief overview of the quarter and, of course, welcome all of you to review our filings in greater detail or reach out to our team with any questions. Fiscal second quarter revenue was $3 million compared to $3.5 million for the prior year period. The decrease was primarily driven by $0.6 million in property sales and $0.5 million of incentive fees in the prior year period that were not recognized in the current quarter, offset by $0.4 million in new construction management revenue from MCS acquired in February 2025. Estimated AUM and fee-paying AUM totaled approximately $740 million and $561 million, respectively, with fee-paying AUM up 4% from the prior year quarter end. We reported a net loss of $16.5 million for the quarter versus net income of $1.4 million a year ago.

Our loss for the quarter was primarily driven by unrealized losses of $14.4 million and realized gains of $2.2 million from GEG's investments, including the company's investments in consolidated funds. This compares to an unrealized gain from the company's investments in the prior year period of $2.4 million, including its investments in consolidated funds. The unrealized losses from GEG's investments in the recent quarter were largely attributable to market-based valuation movements, including $4 million related to GECC Common Stock, $3 million related to special-purpose vehicles invested in GECC Common Stock, and $6.7 million related to our CoreWeave-related investment. Adjusted EBITDA for the quarter was a loss of $1.6 million compared to a gain of $1 million in the prior year period. As of December 31, 2025, we held approximately $51.2 million of cash on our balance sheet to deploy across our growing alternative asset management platform.

Please refer to slide 6 for a summary of our financial position and book value per share of approximately $1.79. This concludes my financial review of the quarter. With that, we will turn the call over to the operator to open for questions.

Thank you. We will now conduct a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, that's star one to ask a question at this time. One moment while we pull for questions. Once again, ladies and gentlemen, to ask a question, please press star 1 on your telephone keypad. There are no questions at the moment. I would like to turn it back to management for closing comments.

Thank you again for joining us today. We remain confident in the strategic direction of our business. We continue to advance our credit and real estate platforms, strengthen our balance sheet, and deliver sustained value for our shareholders over time. We look forward to keeping you updated on our progress. Thank you for your time and continued support.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a great day.