Section 8.01 Other Events.
Great Elm Group, Inc. (the “Company”) files this current report on Form 8-K to restate certain information from its annual report on Form 10-K for the fiscal year ended June 30, 2021filed with the Security and Exchange Commission (the “SEC”) on September 21, 2021 (the “Form 10-K”). The restated consolidated financial statements include the consolidated balance sheets of the Company as at
June 30, 2021 and 2020, the related consolidated statements of income, equity and potentially redeemable non-controlling interests, and cash flows for each of the two years of the period ended June 30, 2021. After restatement, this financial information reflects the retrospective early adoption of the Company, as of July 1, 2021a new accounting pronouncement, Accounting Standards Update No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”).
ASU 2020-06 simplifies accounting for convertible instruments by removing certain separation models. Under ASU 2020-06, a convertible debt instrument will generally be presented as a single liability at its amortized cost without separate recognition of embedded conversion features. Therefore, the interest rate of convertible debt securities will be closer to the coupon interest rate. Additionally, ASU 2020-06 eliminates the treasury stock method for calculating diluted earnings per share for convertible instruments and requires the use of the if converted method. ASU Guidelines 2020-06 are in effect for exercises commencing after December 31, 2023, including interim periods during those years. Early adoption is permitted, but not before fiscal years beginning after December 15, 2020, including interim periods during those years. The Company adopted ASU 2020-06 on July 1, 2021 using the full retrospective method.
Prior to the adoption of ASU 2020-06, under the codification of Accounting Standards 470-20, Debt with Conversion and Other Options (“ASC 470-20”), the Company accounted for the liability and equity components separately. upon the initial issuance of the 5.0% PIK Senior Convertible Bonds due 2030 (the “Convertible Bonds”) in February 2020 due to the existence of a temporary cash conversion function. Under ASC 470-20, the equity component of the convertible notes was accounted for as additional contributed capital in equity on the company’s consolidated balance sheet and generated an initial issue discount on the value accountant of convertible notes. Accordingly, prior to the adoption of ASU 2020-06, the Company recorded a higher amount of non-cash interest expense as the present carrying value is increased to face value over the term of the convertible notes. . Under the full retrospective method, the consolidated financial statements of prior periods have been retrospectively adjusted to reflect the adoption of the accounting standard during those periods.
The following information included in Form 10-K has been retrospectively modified or adjusted from its original presentation:
• Part II, point 7. Discussion and analysis by management of the financial situation and
• Part II, point 8. Financial statements and additional data
The restated consolidated financial information contained in the attached Schedule 99.2 does not represent a restatement of the Company’s previously issued consolidated financial statements that were included in Form 10-K.
Moreover, on April 19, 2022, Great Elm Capital Corp. (“GECC”) has filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2021 (“Amendment to Form GECC 10K”) to, among other things, provide a revised report from an independent registered public accounting firm to add descriptive language regarding a critical audit matter identified in item 8. The amendment of Form GECC 10K did not contain any changes to the audited financial statements. statements. GECC’s audited financial statements are incorporated by reference herein as Schedule 99.3 to this current Report on Form 8-K.
Except as otherwise provided herein and in the attachments, this current report on Form 8-K does not reflect events or developments after
September 21, 2021the date the Company files the Form 10-K with the
SECOND, and does not modify, update or amend the Disclosures in any manner other than as described above and set forth in the Exhibits hereto. More current information is contained in the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 and other deposits with the SECOND. The information in this current report on Form 8-K should be read in conjunction with Form 10-K. The Form 10-K revisions included in this current Form 8-K report, as noted above, supersede the corresponding portions of the Form 10-K.
Item 9.01 Financial statements and supporting documents.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Recast of Part II, Item 7. Management Discussion and Analysis of
Financial Condition and Results of Operations of the Company's Form
99.2 Recast of Part II, Item 8. Financial Statements and Supplementary
Data of the Company's Form 10-K
99.3 Audited financial statements of GECC (incorporated by reference to
Amendment No. 1 to GECC's Annual Report on Form 10-K filed on April
19, 2022 (File No. 814-01211))
The cover page from this Current Report on Form 8-K, formatted as
104 inline XBRL
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