THE GLIMPSE GROUP, INC. The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto, and related disclosures, as of and for the year endedJune 30, 2022 , which are included in the Form 10-K filed with theSecurities and Exchange Commission (the "SEC") onSeptember 28, 2022 . Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to "we," "us," "our" or "the Company," refer toThe Glimpse Group, Inc. , aNevada corporation and its subsidiaries.
Forward-Looking Statements
The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q and in our other filings with theSEC . The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.
Overview
We are a Virtual ("VR") and Augmented ("AR") Reality platform company, comprised
of a diversified group of wholly-owned and operated VR and AR companies,
providing enterprise-focused software, services and solutions. We believe that
we offer significant exposure to the rapidly growing and potentially
transformative VR and AR markets, while mitigating downside risk via our
diversified model and ecosystem.
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We were incorporated asThe Glimpse Group, Inc. in theState of Nevada , onJune 15, 2016 and are headquartered inNew York, New York . We currently own and operate numerous subsidiary companies ("Subsidiary Companies", "Subsidiaries") as represented in the below organizational chart: [[Image Removed]]
Significant Transactions
InMay 2022 , the Company entered into an Agreement and Plan of Merger (the "Agreement") to purchase all of the membership interests ofBrightline Interactive, LLC ("BLI"), an immersive technology company that provides VR and AR based training scenarios and simulations for commercial and government customers. The transaction's total potential purchase price was$32.5 million , with an initial payment of$8.0 million upon closing, consisting of$3.0 million in cash and approximately 0.71 million shares of the Company's common stock valued at$5.0 million at the time the Agreement was entered (and issued at closing based on a common stock floor price of$7.00 /share). Future potential purchase price considerations, up to$24.5 million , are based on BLI's achievement of revenue growth milestones in the three years post-closing, the payment of which shall be made up to$12 million in cash and the remainder in common shares of the Company, priced at the date of the future potential share issuance subject to a common stock price floor of$7.00 /share. InAugust 2022 , the BLI transaction closed and BLI became a wholly-owned subsidiary of the Company.$3 million in cash was paid (net of adjustments, as defined) and approximately 0.71 million shares of Company stock were issued to the sellers. 29
Financial Highlights for the three months ended
Results of Operations
The following table sets forth our results of operations for the three months
ended
Summary P&L
For the Three Months Ended
September 30, Change
2022 2021 $ %
(in millions)
Revenue $ 3.95 $ 1.02 $ 2.93 287 %
Cost of Goods Sold 1.21 0.15 1.06 707 %
Gross Profit 2.74 0.87 1.87 215 %
Total Operating Expenses 8.17 2.27 5.90 260 %
Loss from Operations before
Other Income (Expense) (5.43 ) (1.40 ) (4.03 ) 288 %
Other Income (Expense), net 0.05 (0.26 ) 0.31 -119 % Net Loss$ (5.38 ) $ (1.66 ) $ (3.72 ) 224 % Results of Operations include the results of BLI since its purchase onAugust 1, 2022 Revenues For the Three Months Ended September 30, Change 2022 2021 $ % (in millions) Software Services$ 3.86 $ 0.80 $ 3.06 383 % Software License/Software as a Service 0.09 0.22 (0.13 ) -59 % Total Revenue$ 3.95 $ 1.02 $ 2.93 287 % Total revenue for the three months endedSeptember 30, 2022 was approximately$3.95 million compared to approximately$1.02 million for the three months endedSeptember 30, 2021 , an increase of 287%. The increase reflects the addition of several subsidiary companies afterSeptember 30, 2021 , organic growth and new customers.
We break out our revenues into two main categories - Software Services and Software License.
? Software Services revenues are primarily comprised of VR/AR projects, services
related to our software licenses and consulting retainers.
? Software License revenues are comprised of the sale of our internally
developed VR/AR software as licenses or as software-as-a-service ("SaaS").
For the three months endedSeptember 30, 2022 , Software Services revenue was approximately$3.86 million compared to approximately$0.80 million for the three months endedSeptember 30, 2021 , an increase of approximately 383%. The increase reflects the addition of several subsidiary companies afterSeptember 30, 2021 , organic growth and new customers. For the three months endedSeptember 30, 2022 , Software License revenue was approximately$0.09 million compared to approximately$0.22 million for the three months endedSeptember 30, 2021 , reflecting a long term license agreement in the 2021 period. As the VR and AR industries continue to mature, we expect our Software License revenue to continue to grow on an absolute basis and as an overall percentage of total revenue. For the three months endedSeptember 30, 2022 , non-project revenue (i.e.,VR/AR Software and Services revenue only), was approximately$1.28 million compared to approximately$0.86 million for the three months endedSeptember 30, 2021 , an increase of approximately 49%, reflecting organic growth and the addition of new customers. For the three months endedSeptember 30, 2022 , non-project revenue accounted for approximately 32% of total revenues compared to approximately 84% for the three months endedSeptember 30, 2021 . The decrease reflects the additions of BLI and Sector 5 Digital ("S5D"), which currently primarily generate project revenue, representing an increased portion of total revenue. 30 Customer Concentration Two customers accounted for approximately 55% (29% and 26%, respectively) of the Company's total gross revenues during the three months endedSeptember 30, 2022 . One of the same customers and a different customer accounted for approximately 70% (56% and 14%, respectively) of the Company's total gross revenues during the three months endedSeptember 30, 2021 . We operate in an early stage industry, and customers are exploring various options for AR and VR solutions and acting as early adopters. As such, there can be a high degree of variance on our source of revenues while customers are on-boarded and our software products and solutions are integrated, measured and digested. A customer that may account for a higher percentage of revenue in one period may not account for any revenue in subsequent periods. In some cases, those customers could re-engage after they have evaluated our solutions and may or may not be a source of future revenue. Recently, a significant percentage of our revenues have come from two strategic customers. A reduction of revenue from these strategic customers - which we do not currently anticipate - would have a detrimental impact on the Company's revenues. The addition of BLI and S5D has reduced the reliance on a single customer. In general, a customer that makes up a significant portion of revenues in one period, often does not make up a significant portion in other periods. Given this dynamic we expect this variability in Customer Concentration to continue until such point in time when our revenue has reached larger scale, and with a larger portion of our revenues coming from Software Licenses/SaaS. Gross Profit For the Three Months Ended September 30, Change 2022 2021 $ % (in millions) Revenue$ 3.95 $ 1.02 $ 2.93 287 % Cost of Goods Sold 1.21 0.15 1.06 707 % Gross Profit$ 2.74 $ 0.87 $ 1.87 215 % Gross Profit Margin 69 % 85 %
Gross profit was approximately 69% for the three months endedSeptember 30, 2022 compared to approximately 85% for the three months endedSeptember 30, 2021 . The decrease was driven by the addition of BLI and S5D lower margin project revenue. For the three months endedSeptember 30, 2022 and 2021, internal staffing was approximately$0.75 million (62% of total cost of revenue) and approximately$0.14 million (93% of total cost of revenue), respectively. The decrease in internal staffing as a percentage of total cost of revenue was due to the addition of BLI and S5D, which have a higher utilization of external sources. Operating Expenses For the Three Months Ended September 30, Change 2022 2021 $ % (in millions)
Research and development expenses$ 2.00 $ 0.99 $ 1.01 102 % General and administrative expenses 1.82 0.78 1.04 133 % Sales and marketing expenses 1.74 0.50 1.24 248 % Change in fair value of acquisition contingent consideration 2.61 - 2.61 NA Total Operating Expenses$ 8.17 $ 2.27 $ 5.90 260 % 31 Operating expenses for the three months endedSeptember 30, 2022 were approximately$8.17 million compared to$2.27 million for the three months endedSeptember 30, 2021 , an increase of approximately 260%. The increase was driven by employee headcount additions to support growth, the addition of several new subsidiaries (which includes headcount, amortization of intangibles and professional fees related to the acquisitions) and the change in fair value of acquisition contingent consideration.
Research and Development
Research and development expenses for the three months endedSeptember 30, 2022 were approximately$2.0 million compared to$0.99 million for the three months endedSeptember 30, 2021 , an increase of approximately 102%. This reflects headcount additions to support growth and the addition of several new subsidiaries. Going forward, we expect research and development costs to continue to increase as we continue to develop and commercialize our software products. For the three months endedSeptember 30, 2022 , non-cash stock option expenses relating to research and development included approximately$0.39 million of employee compensation expenses, comprising approximately 20% of total research and development expenses. For the three months endedSeptember 30, 2021 , non-cash stock option expenses relating to research and development included approximately$0.35 million of employee compensation expenses, comprising approximately 35% of total research and development expenses. Over time, we expect non-cash stock options and common stock research and development expenses, as a percentage of the total related expenses, to continue to decrease as we utilize a larger portion of cash for compensation thereby minimizing dilution.
General and Administrative
General and administrative expenses for the three months endedSeptember 30, 2022 were approximately$1.82 million compared to$0.78 million for the three months endedSeptember 30, 2021 , an increase of approximately 133%. The increase primarily reflects and the addition of several new subsidiaries (which includes headcount, amortization of intangibles, professional fees related to the acquisitions and facility costs) and additional independent board members. For the three months endedSeptember 30, 2022 , non-cash stock option expenses relating to general and administrative expenses included approximately$0.20 million of employee and board of directors expenses, comprising approximately 11% of total general and administrative expenses. For the three months endedSeptember 30, 2021 , non-cash stock option expenses relating to general and administrative expenses included approximately$0.16 million of employee, board of directors and vendor expenses, comprising approximately 21% of total general and administrative expenses. Over time, we expect non-cash stock options general and administrative expenses, as a percentage of the total related expenses, to continue to decrease as we utilize a larger portion of cash for compensation thereby minimizing dilution. Sales and Marketing
Sales and marketing expenses for the three months endedSeptember 30, 2022 were approximately$1.74 million compared to$0.50 million for the three months endedSeptember 30, 2021 , an increase of approximately 248%. The increase reflects expansions to headcount and outside marketing firms to drive revenue growth and the addition of several new subsidiaries. As our subsidiary companies continue to establish initial market traction and grow their revenue base, we expect to increase our business development and sales expenses. For the three months endedSeptember 30, 2022 , non-cash stock option expenses relating to sales and marketing expenses included approximately$0.19 million of employee, vendor and fee compensation expenses, comprising approximately 11% of total sales and marketing expenses. For the three months endedSeptember 30, 2021 , non-cash stock option and common stock expenses relating to sales and marketing expenses included approximately$0.14 million of employee, vendor and fee compensation expenses, comprising approximately 28% of total sales and marketing expenses. Over time, we expect non-cash stock options and common stock sales and marketing expenses, as a percentage of the total related expenses, to continue to decrease as we utilize a larger portion of cash for compensation thereby minimizing dilution. 32
Change in Fair Value of Acquisition Contingent Consideration
Change in fair value of acquisition contingent consideration expense for the three months endedSeptember 30, 2022 was approximately$2.61 million . This represents an increase in the fair value of contingent consideration liability for the period related primarily to the S5D acquisition. The change is primarily driven by the increase in the common stock price of Glimpse during this period.
Other Income (Expense), net
For the Three Months Ended
September 30, Change
2022 2021 $ %
(in millions)
Interest income $ 0.05 $ 0.02 $ 0.03 150 %Loss on conversion of convertible notes - (0.28 ) 0.28 -100 % Total Other Income (Expense), net$ 0.05 $ (0.26 ) $ 0.31 119 % Other income and expense, net for the three months endedSeptember 30, 2022 was income of$0.05 million compared to an expense of$0.26 million for the three months endedSeptember 30, 2021 . The change is driven by a loss incurred on conversion of convertible debt to common stock that occurred at the IPO in
the 2021 period. Net Loss We sustained a net loss of$5.38 million for the three months endedSeptember 30, 2022 as compared to a net loss of$1.66 million for the comparable 2021 period, a loss increase of$3.72 million or 224%.$2.61 million of this loss increase is driven by the non-cash change in fair value of acquisition contingent consideration. The balance primarily represents operating expense growth outpacing revenue and related gross profit. This reflects current expense outlays in all areas of the Company to propel future growth, including the acquisition of several new subsidiaries and related costs.
Non-GAAP Financial Measures
The following discussion and analysis includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to, net income (loss), operating income (loss), and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP. Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the following non-GAAP financial measures in planning, forecasting and analyzing future periods.
Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.
The Company defines Adjusted EBITDA as earnings (or loss) from continuing operations before the items in the table below. Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing the impact of items of a non-operational nature that affect
comparability. 33 We have included a reconciliation of our financial measures calculated in accordance with GAAP to the most comparable non-GAAP financial measures. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between the Company and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicableSEC rules.
The following table presents a reconciliation of net loss to Adjusted EBITDA for
the three months ended
For the Three Months Ended
September 30,
2022 2021
(in millions)
Net loss $ (5.38 ) $ (1.66 )
Depreciation and amortization 0.48 0.03
EBITDA (loss) (4.90 ) (1.63 )Stock based compensation expenses 0.97
0.72
Stock based financing related expenses -
0.28
Acquisition expenses 0.27 - Non cash change in fair value of acquisition contingent consideration 2.61 - Adjusted EBITDA (loss) $ (1.05 ) $ (0.63 )
Adjusted EBITDA loss of$1.05 million for the three months endedSeptember 30, 2022 compared to a$0.63 million loss for the three months endedSeptember 30, 2021 . The increase was driven by an increase in net loss reflecting current expense outlays in all areas of the Company to propel future growth, including the acquisition of several new subsidiaries. This is offset primarily by non-cash expenses, both stock based and fair value driven.
Liquidity and Capital Resources
For the Three Months Ended
September 30, Change
2022 2021 $ %
(in millions)
Net cash used in operating
activities $ (3.08 ) $ (1.05 ) $ (2.03 ) -193 %
Net cash used in investing
activities (2.56 ) (0.02 ) (2.54 ) 12700 %
Net cash provided by financing
activities 0.04 11.87 (11.83 ) -100 %
Net increase (decrease) in cash,
cash equivalents and restricted
cash (5.60 ) 10.80 (16.40 ) 152 %
Cash, cash equivalents and
restricted cash, beginning of
period 18.25 1.77 16.48 931 %
Cash, cash equivalents and
restricted cash, end of period
1 %
Operating Activities
Net cash used in operating activities was $3.08 million for the three months
ended September 30, 2022 , compared to $1.05 million during the prior period, an
increase of approximately $2.03 million . This is primarily driven by an increase
in net loss and a decrease in accounts payable and deferred revenue primarily
related to the BLI acquisition, offset by increased non-cash expenses (primarily
acquisition contingent consideration fair value adjustment, stock based expenses
and intangible asset amortization).
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Investing Activities
Net cash used in investing activities for the three months ended
Financing Activities
Cash flow provided from financing activities during the three months ended
Capital Resources
As ofSeptember 30, 2022 , the Company had cash, cash equivalents and restricted cash balances of$12.65 million , plus$0.24 million of liquid corporate bond investments. TheSeptember 30, 2022 balances include$2.0 million cash escrow for potential future contingent consideration of the S5D acquisition, payable upon achievement of S5D and the Company's performance targets (refundable to Glimpse if targets not achieved). As ofSeptember 30, 2022 , the Company had no outstanding debt obligations.
As of
The Company believes that it is sufficiently funded to meet its operational plan and future obligations beyond the 12-month period from the date of this filing.
Recently Adopted Accounting Pronouncements
Please see Note 3 of the attached
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