Overview
We are a holding company seeking to acquire assets and businesses, where our people and other assets provide a competitive advantage. We currently have three business operating segments: durable medical equipment, investment management and real estate, with general corporate representing unallocated costs and activity to arrive at consolidated operations.
In
Our investment management business manages a business development company, Great Elm Capital Corp. (GECC), a credit-focused private fund,Great Elm Opportunities Fund I, LP , and separate accounts for an institutional investor. The combined assets under management of these entities atSeptember 30, 2020 was approximately$196.1 million .
Our real estate business, which we launched in
The operations of our general corporate segment encompass our corporate headquarters operations, in addition to management consulting services provided to certain of our subsidiaries.
We continue to explore other opportunities in the durable medical equipment, investment management and real estate sectors, as well as opportunities in other areas that we believe provide attractive risk-adjusted returns on invested capital. As of the date of this report, we have not entered into any binding commitments to make additional acquisitions or investments in any of these areas.
As of
COVID-19
During the quarter endedSeptember 30, 2020 , the Company continued to experience suppressed revenues relative to its pre-pandemic expectations due to the continuing impact of the Coronavirus Disease 2019 (COVID-19) pandemic. In particular, during the quarter endedSeptember 30, 2020 , the investment management business continues to experience reduced assets under management in our managed portfolios as compared to pre-pandemic levels. COVID-19 may continue to impact such managed portfolios as well as the value of the shares of GECC held by the Company in the future. In addition, the durable medical equipment business continues to experience a suppressed referral pipeline for sleep studies and durable medical equipment set-ups. In addition, the durable medical equipment business continues to experience a suppressed referral pipeline for sleep studies and durable medical equipment set-ups. The impact of COVID-19 continues to evolve and its duration and ultimate disruption to the Company's customers and to its operations cannot be estimated at this time. However, the Company expects to experience decreased durable medical equipment rental revenues in the near future due to the reduction in new patient set-ups during the pandemic. Should the disruption continue for an extended period of time, the impact could have a more severe adverse effect on our business and operations.
In addition, COVID-19 may impact our ability to act on new acquisitions or other business opportunities.
35 -------------------------------------------------------------------------------- The Company prioritizes the health and safety of employees and customers. Beginning in earlyMarch 2020 , all employees at our GEC headquarters as well as certain employees ofDME Inc. moved to a remote-working model. In addition, the officers of GEC have maintained regular communications with key service providers, including legal and accounting professionals, other consultants and vendors, noting that those firms have similarly moved to remote-working models to the extent possible. Such employees and key service providers have been able to effectively transition to working remotely while maintaining a consistent level of capabilities and service, however, we will continue to monitor and make adjustments as necessary. AtDME Inc. we invested in virtual patient set-ups which allow our respiratory therapists to interact with patients by video to maintain social distance. Certain other employees whose responsibilities have been impacted by social distancing have been temporarily redeployed within the organization. We cannot predict the full impact of the COVID-19 pandemic, including its duration inthe United States and worldwide and the magnitude of the economic impact of the outbreak, particularly with respect to the travel restrictions, business closures and other quarantine measures imposed on our employees, suppliers and service providers by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our operating companies' operating results or the impact that such disruptions may have on our results of operations and financial condition.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance withU.S. generally accepted accounting principles (US GAAP). The preparation of these financial statements requires our management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by our management for changes in facts and circumstances, and material changes in these estimates could occur in the future. During the three months endedSeptember 30, 2020 , we did not make material changes in our critical accounting policies or underlying assumptions as disclosed in our Annual Report on Form 10-K for the fiscal year endedJune 30, 2020 as it relates to recurring transactions. 36
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Results of Operations
The following discussion reflects the historical performance of our three business operating segments and general corporate. We expect that our results of operations in future periods will be adversely impacted by the COVID-19 outbreak and its negative effects on the global economic conditions.
The following table provides the results of our consolidated operations:
For the three months ended September 30, 2020 Percent Change 2019 Revenue: Total revenue$ 16,655 8 %$ 15,371 Operating costs and expenses: Cost of goods sold (4,207 ) 21 % (3,463 ) Cost of rentals (1,915 ) (15 )% (2,265 ) Other selling, general and administrative (9,944 ) 5 % (9,450 ) Depreciation and amortization (1,021 ) (4 )% (1,067 ) Total operating expenses (17,087 ) (16,245 ) Operating income (loss) (432 ) (874 ) Other income (expense): Interest expense (1,957 ) 15 % (1,696 ) Other income (expense) (1,375 ) 195 % (466 ) Total other expense, net (3,332 ) (2,162 ) Total pre-tax income (loss) from continuing operations$ (3,764 ) $ (3,036 ) Revenue For the three months endedSeptember 30, 2020 , revenues included$14.6 million from the durable medical equipment businesses,$0.8 million from the investment management business, and$1.3 million from the real estate business. For the three months endedSeptember 30, 2019 , revenues included$13.2 million from the durable medical equipment businesses,$0.9 million from the investment management business, and$1.3 million from the real estate business.
The increases in revenues for the three months ended
Operating costs and expenses
The increase in operating costs for the three months endedSeptember 30, 2020 , as compared to the three months endedSeptember 30, 2019 , is primarily attributable to the additional costs associated with the durable medical equipment business, including cost of goods sold and general and administrative costs. The increase in costs are primarily due to increase in topline sales, along with increase in expenses to enhance scalability of the durable medical equipment business. These increases are partially offset by decreases in costs of rentals associated with the durable medical equipment businesses due primarily to reduced referral pipelines for new equipment set-ups during the COVID-19 pandemic. Other income (expense) Interest expense increased for the three months endedSeptember 30, 2020 , as compared to the three months endedSeptember 30, 2019 , primarily due to interest expense associated with the Convertible Notes issued inFebruary 2020 . Other income and expense consisted of dividend income and unrealized gains or losses on the Company's investment in GECC and interest income earned on cash balances. The period over period increase in net other expense is primarily attributable to larger unrealized losses on the Company's investment in GECC as compared to the prior period. 37
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Durable Medical Equipment Business
The key metrics of our durable medical equipment business include:
? Patients and setup growth - which drives revenue growth and takes advantage
of scalable operations ? Earnings before interest, taxes, depreciation and amortization (EBITDA) The following table provides the results of our durable medical equipment business: For the three months ended September 30, (in thousands) 2020 Percent Change 2019 Revenue: Total revenue$ 14,610 10 %$ 13,231 Operating costs and expenses: Cost of goods sold (4,207 ) 21 % (3,463 ) Cost of rentals (1,915 ) (15 )% (2,265 ) Transaction costs - - % - Other selling, general and administrative (7,771 ) 13 % (6,872 ) Depreciation and amortization (463 ) 1 % (457 ) Total operating expenses (14,356 ) (13,057 ) Other income (expense): Interest expense (709 ) (29 )% (996 ) Other income (expense) (3 ) (200 )% 3 Total other expense, net (712 ) (993 ) Operating income (loss): Total pre-tax income (loss) from continuing operations $ (458 )$ (819 )
Durable Medical Equipment Revenue
For the three months endedSeptember 30, 2020 , revenues from the sale of medical equipment and sleep study services were$8.0 million and$1.2 million respectively, while for the three months endedSeptember 30, 2019 such revenues were$6.4 million and$1.4 million , respectively. The increases in medical equipment sales versus the corresponding period in the prior year are primarily attributable to organic growth of CPAP resupply sales, while the decrease in sleep study services is primarily attributable to softened demand for sleep studies during the ongoing COVID-19 pandemic. For the three months endedSeptember 30, 2020 , rental revenue was$5.4 million as compared to$5.5 million for the corresponding period in the prior year. This decrease is due primarily to reduced referral pipelines for new equipment set-ups, which are customarily driven by in-house or external sleep studies.
Durable Medical Equipment Costs and Expenses
Cost of goods sold includes inventory costs for medical equipment sold and direct costs associated with running sleep study services, including staff compensation to perform the studies and the purchase of supplies used in the studies. Cost of rentals includes depreciation on medical equipment held for lease and costs related to maintenance expenses. For the three months endedSeptember 30, 2020 and 2019, payroll related costs were$5.2 million and$4.8 million respectively, with the increases primarily related to accrued management bonuses in the current year that were not probable and therefore not accrued in the prior comparable period. Professional service and consulting fees were$0.7 million and$0.3 million , respectively, with the increases related to continued investments to enhance the scalability of the durable medical equipment platform. Freight and postage expenses were$0.4 million and$0.3 million , respectively, with the increases primarily attributable to the additional costs of remote patient set-ups which were performed in person prior to the COVID-19 pandemic. 38 -------------------------------------------------------------------------------- Depreciation and amortization includes the depreciation of fixed assets, excluding depreciation on the equipment held for rental, which is included in the cost of rentals, and amortization of the intangible assets resulting from the acquisition of the durable medical equipment businesses. Depreciation and amortization for the three months endedSeptember 30, 2020 as compared to the corresponding period in the prior year remained flat. The decrease in interest expense for the three months endedSeptember 30, 2020 as compared to the three months endedSeptember 30, 2019 is attributable primarily to lower outstanding principal balances on the Corbel Facility and DME Revolver, decreasing to$25.3 million atSeptember 30, 2020 as compared to$33.1 million atSeptember 30, 2019 .
Investment Management Business
The key metrics of our investment management business are:
• Assets under management - which provides the basis on which our management
fees and performance milestones for vesting of certain equity awards are
based; and
• Investment performance - on which our incentive fees (if any) are based
and on which we are measured against our competition.
The following table provides the results of our investment management business: For the three months ended September 30, (in thousands) 2020 Percent Change 2019 Revenue: Total revenue $ 773 (11 )% $ 867 Operating costs and expenses: Stock-based compensation (194 ) 11 % (175 ) Consulting agreement - (100 )% (211 ) Other general and administrative (532 ) 74 % (305 ) Depreciation and amortization (128 ) (28 )% (179 ) Total operating expenses (854 ) (870 ) Other income (expense): Interest expense (26 ) (38 )% (42 ) Other income (expense) - - % - Total other expense, net (26 ) (42 ) Operating income (loss): Total pre-tax income (loss) from continuing operations$ (107 ) $ (45 )
Investment Management Revenue
Investment management revenues include management fees and administrative fees. For the three months endedSeptember 30, 2020 and 2019, management fees were$0.6 million and$0.8 million , respectively, and administrative fees were$0.2 million and$0.1 million , respectively. The decrease in management fees for the three months endedSeptember 30, 2020 as compared to the three months endedSeptember 30, 2019 is attributable to decreases in the average assets on which such fees are calculated as a result of the impact of COVID-19 on the portfolio managed.
Investment Management Costs and Expenses
GECM had a consulting agreement with a third party to provide services in exchange for 26% of the fees earned from the management of GECC, excluding incentive fees. The consulting agreement expired inNovember 2019 and as such, there were no corresponding fees incurred for the three months endedSeptember 30, 2020 . 39
-------------------------------------------------------------------------------- Other general and administrative costs consist primarily of professional fees, facilities and other overhead costs, and payroll and related costs, excluding stock-based compensation. The increase in general and administrative costs for the three months endedSeptember 30, 2020 as compared to the three months endedSeptember 30, 2019 , is primarily attributable to an increase in allocated payroll costs due to additional staffing in the investment management business.
Interest expense for the three months ended
Real Estate Business
The key metrics of our real estate business include rental revenues, depreciation on rental properties and interest expense on the related debt.
The following table provides the results of our real estate business:
For the three months ended September 30, (in thousands) 2020 Percent Change 2019 Revenue: Total revenue$ 1,272 (0 )%$ 1,273 Operating costs and expenses: General and administrative (125 ) 1 % (124 ) Depreciation and amortization (430 ) (0 )% (431 ) Total operating expenses (555 ) (555 ) Other income (expense): Interest expense (650 ) (1 )% (658 ) Other income (expense) - - % - Total other expense, net (650 ) (658 ) Operating income (loss): Total pre-tax income (loss) from continuing operations $ 67 $ 60 Real Estate Revenue Real estate rental revenue for the three months endedSeptember 30, 2020 was consistent with the three months endedSeptember 30, 2019 . Real estate rental revenue consists of rents received from the Class A office buildings in Fort Meyers,Florida .
Real Estate Costs and Expenses
The real estate business' costs primarily consist of management fees, insurance and state sales tax, depreciation of real estate assets and the amortization of the in-place lease intangible assets. Our costs and expenses have generally remained consistent year over year. 40
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General Corporate
The following table provides the results of our general corporate activities: For the three months ended September 30, (in thousands) 2020 Percent Change 2019 Revenue: Total revenue $ 91 296 % $ 23 Operating costs and expenses: Stock-based compensation (235 ) 99 % (118 ) Transaction costs (32 ) (65 )% (91 ) Other general and administrative (1,146 ) (27 )% (1,577 ) Depreciation and amortization - - % - Total operating expenses (1,413 ) (1,786 ) Other income (expense): Interest expense (572 ) - % - Other income (expense) (1,372 ) 193 % (469 ) Total other income (expense), net (1,944 ) (469 ) Operating income (loss): Total pre-tax income (loss) from continuing operations$ (3,266 ) $ (2,232 ) General Corporate Revenue For the three months endedSeptember 30, 2020 and 2019, all revenue was derived from fees earned by Great Elm DME Manager, LLC (DME Manager), which provides consulting services toGreat Elm DME, Inc. (DME Inc. ). Revenues for the three months endedSeptember 30, 2020 increased as compared to the three months endedSeptember 30, 2019 as a result of increased management fees earned from the durable medical equipment business.
General Corporate Costs and Expenses
Our general and administrative costs primarily consisted of professional fees and payroll costs in connection with our general corporate oversight of our subsidiaries and diligence efforts towards identifying asset and business acquisition opportunities. Transaction costs primarily consist of professional fees in connection with our acquisitions of assets and businesses, as well as diligence for potential future opportunities. The decrease in other general and administrative costs for the three months endedSeptember 30, 2020 as compared to the three months endedSeptember 30, 2019 is primarily attributable to lower audit-related professional fees due to the change in auditors in the prior fiscal year, as well as the Company becoming a non-accelerated filer with reduced reporting requirements under the updated rules of theSEC . Other Income (Expense) Interest expense for the three months endedSeptember 30, 2020 consists of interest on the Convertible Notes which were issued inFebruary 2020 . There is no corresponding debt or related interest expense for the three months endedSeptember 30, 2019 . Other income (expense) primarily consists of dividends and unrealized losses on the Company's investment in GECC and interest income earned on cash balances. The decrease in other income (expense) is primarily driven by fluctuations in the fair value of the investment in GECC, which resulted in unrealized losses of$1.9 million and$1.0 million for the three months endedSeptember 30, 2020 and 2019, respectively. Our investment in GECC is marked-to-market by reference to the closing price on Nasdaq as of each period end. 41
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Income Taxes
As ofJune 30, 2020 , the Company had NOL carryforwards for federal and state income tax purposes of approximately$1.5 billion and$203 million , respectively. The federal NOL carryforwards generated prior to fiscal year 2018 will expire from 2021 through 2037. The federal NOL carryforwards generated in fiscal year 2018 or later can be carried forward indefinitely. The state NOL carryforwards will expire from 2029 through 2038. The Company assesses NOL carryforwards based on taxable income on an annual basis.
Liquidity and Capital Resources
Cash Flows
Operating cash flows provided by continuing operations for the three months endedSeptember 30, 2020 were$1.8 million . The net cash inflow in our continuing operations was primarily the result of our net loss of$3.9 million offset by non-cash charges of$5.5 million . Additional net cash inflows from operations are attributable to an increase of$0.8 million in accounts payable, accrued liabilities and other liabilities partially offset by outflows due to decreases of$0.4 million and$0.4 million related to operating leases and prepaid assets, deposits, and other assets, respectively. The fluctuations in these accounts are due to the timing of cash payments and cash receipts in the normal course of business. Operating cash flows provided by continuing operations for the three months endedSeptember 30, 2019 were$1.1 million . The net cash inflow in our continuing operations was primarily the result of our net loss of$3.3 million offset by non-cash charges of$4.5 million . Additional net cash inflows from operations are attributable to increase of$0.9 million in accounts payable, accrued liabilities and other liabilities partially offset by outflows due to decreases of$0.3 million and$0.7 million related to prepaid assets, deposits, and other assets and related party payables, respectively. The fluctuations in these accounts are due to the timing of cash payments and cash receipts in the normal course of business. Investing cash flows used in continuing operations for the three months endedSeptember 30, 2020 were$15.0 million . The net cash outflow primarily consisted of$13.6 million in commitments to purchase investments related to participation in the GECC non-transferable rights offering inSeptember 2020 . Subsequent to quarter end, GECC announced the results of the non-transferable rights offering in which the Company's total purchase was determined to be$8.8 million and the remaining$4.8 million of cash was returned to the Company. Investing cash flows used in continuing operations for the three months endedSeptember 30, 2019 were$1.4 million . The net cash outflow primarily consisted of$2.1 million in purchases of equipment for rental partially offset by proceeds from sale of equipment held for rental and disposal of property and equipment. Financing cash flows used in continuing operations for the three months endedSeptember 30, 2020 were$4.8 million which primarily consisted of$3.4 million in principal payments our revolving line of credit and$1.1 million in principal payments on equipment financing debt. Financing cash flows used in continuing operations for the three months endedSeptember 30, 2019 were$1.7 million which primarily consisted of principal payments on long term debt, related party notes payable and our revolving line of credit. Financial Condition
As of
We intend to make acquisitions or investments that we believe will result in the investment of all of our liquid financial resources, to issue equity securities and to incur indebtedness. If we are unsuccessful at raising additional capital resources, through either debt or equity, it is unlikely we will be able execute our strategic growth plan. 42
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Borrowings
As ofSeptember 30, 2020 , the Company had$30.5 million face value in Convertible Notes outstanding. The Convertible Notes are held by a consortium of investors, including related parties. The Convertible Notes accrue interest at 5.0% per annum, payable semiannually in arrears onJune 30 andDecember 31 , in cash or in kind at the option of the Company. The Convertible Notes are due onFebruary 26, 2030 , but are convertible at the option of the holders, subject to the terms therein, prior to maturity into shares of our common stock. Upon conversion of any note, the Company will pay or deliver, as the case may be, to the noteholder, in respect of each$1,000 principal amount of notes being converted, shares of common stock equal to the conversion rate in effect on the conversion date, together with cash, if applicable, in lieu of delivering any fractional share of common stock. As ofSeptember 30, 2020 , the Company had a note due to a non-controlling interest holder ofDME Inc. ,Corbel Capital Partners SBIC, L.P. (Corbel), totaling$24.8 million that accrues interest at a rate of three-month LIBOR plus 10.0% (atSeptember 30, 2020 , the effective interest rate was 10.2%) through maturity onAugust 31, 2023 (the Corbel Facility). The Corbel Facility requires quarterly interest payments along with principal payments of$0.4 million plus an additional amount based on excess cash flows, if any, generated by the durable medical equipment business operations. The Corbel Facility is secured by all of the assets of the durable medical equipment business. The Company has the option to prepay the borrowings outstanding under the Corbel Facility in whole or in part subject to certain prepayment penalties ranging from 1.0% - 5.0% of the early payment of the principal, based on the time that the Corbel Facility has been outstanding through the first five years of the loan.DME Inc. is required to pay to Corbel, as agent of the Corbel Facility, a quarterly monitoring fee of$25,000 per quarter while the borrowings remain outstanding. In addition, under certain conditions, if the borrowing is repaid with proceeds of debt in full or in part at any time within the first three years from the date of issuance, the borrower shall pay an additional fee to the agent, ranging from 2.10% to 3.50% depending on the date of repayment based on the period outstanding, of the aggregate repaid principal amount. The Company has a credit facility withPacific Mercantile Bank that accrues interest at the prime rate plus 0.4% (atSeptember 30, 2020 , the effective rate was 3.7%) through maturity onNovember 29, 2022 (the DME Revolver). The DME Revolver allows for borrowings up to$10 million . The DME Revolver requires monthly interest payments. The DME Revolver is secured by all of the assets of the durable medical equipment business and the Company is required to meet certain financial covenants.$0.5 million was drawn on the DME Revolver as ofSeptember 30, 2020 . The Corbel Facility and DME Revolver each include covenants that restrictDME Inc. business operations to its current business, limit additional indebtedness, liens, asset dispositions and investments, require compliance and maintenance of licenses and government approvals and other customary conditions. Events of default include the failure to pay amounts when due, bankruptcy, or violation of covenants, including a change in control ofDME Inc. DME Inc. must also comply with a fixed-charge coverage and leverage ratio financial covenants, which are based in part on theDME Inc. EBITDA levels. The Company remains focused on exploring ways to lower the cost of capital of the durable medical equipment business and obtain additional funds for potential future acquisitions. As ofSeptember 30, 2020 , the Company had a related partyGP Corp. Note due toMAST Capital totaling$3.1 million that accrues interest at a variable rate of three-month LIBOR plus 3.0%, as adjusted for each 90-day period (atSeptember 30, 2020 , the effective rate was 3.2%) through maturity onNovember 3, 2026 .The GP Corp. Note requires minimum annual principal payments of$0.08 million and quarterly interest-only payments.The GP Corp. Note is secured by the profit sharing agreement between one of our wholly-owned subsidiaries,Great Elm Capital Management, Inc. (GECM) andGECC GP Corp. (the Profit Sharing Agreement) that transfers profits generated by our management of GECC, with no recourse to any of our other assets, entities or operations. 43 --------------------------------------------------------------------------------The GP Corp. Note is non-recourse to any of the Company's operations or net assets not related to GECM's management services to GECC.The GP Corp. Note may be prepaid at par value at any time with prior written notice to the holders of theGP Corp. Note. Additionally,GECC GP Corp. is required to prepay theGP Corp. Note upon certain material liquidation transactions including any termination of the Profit Sharing Agreement. As ofSeptember 30, 2020 , the Company had a senior note due toWells Fargo Bank Northwest , National as trustee totaling$49.4 million that accrues interest at a rate of 3.49% through maturity onMarch 15, 2030 (the Senior Note). The Senior Note requires monthly principal and interest payments through the maturity date. The Senior Note is secured by a first lien mortgage on the Property and an Assignment of Leases and Rents, with no recourse to any of our assets, entities or operations. The principal and interest due on the Senior Note may be prepaid at the option of the borrower, based on an amount determined by discounting the remaining principal and interest payments at a rate equal to an applicable premium in excess of a rate corresponding to the specifiedU.S. Treasury security over the remaining average life of the Senior Note. As ofSeptember 30, 2020 , the Company had a subordinated note due toWells Fargo Bank Northwest , National as trustee totaling$3.9 million that accrues interest at a rate of 15.0% through maturity onMarch 15, 2030 (the Subordinated Note). The Subordinated Note is a capital appreciation note, whereby the monthly interest is capitalized to the principal balance and due at maturity. The Subordinated Note is secured by a second lien mortgage on the Property, and an Assignment of Leases and Rents, with no recourse to any of our assets, entities or operations.
The principal and interest due on the Subordinated Note may be prepaid at the
option of the borrower, based on an amount determined by discounting the
remaining principal and interest payments at a rate equal to an applicable
premium in excess of a rate corresponding to the specified
The note agreements for both the Senior Note and the Subordinated Note include negative covenants that restrict the Company's majority-owned subsidiary,CRIC IT Fort Myers LLC's (the Property Owner), business operations to ownership and lease of the Property, limit additional indebtedness, require maintenance of insurance and other customary requirements related to the Property. Events of default include non-payment of amounts when due, inability to pay indebtedness or material change in the business operations or financial condition of the Property Owner or the lease tenant that in the lender's reasonable determination would reasonably be expected to materially impair the value of the Property, prevent timely repayment of the notes or performance of any material obligations under the notes and related agreements. The payments under the notes are also guaranteed on a full and several basis by the non-controlling interest holder of the Property Owner. Both the Senior Note and Subordinated Note are non-recourse to the Company, but are secured by the Property, the rights associated with the leases and the stock owned by the Company in the Property Owner.
Off-Balance Sheet Arrangements
As of
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the market risks discussed in Item 7A. of
our Annual Report on Form 10-K for the fiscal year ended
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