SEC Info - GlassBridge Enterprises, Inc.

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 Condensed Consolidated Statements of Shareholders' Equity (Deficit) as of June 30, 2022 and 2021 Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements (Unaudited) Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Consolidated Financial Statements Other Information Part I. Financial Information Part Ii. Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signature Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I. Financial Information
"	Item 1. Financial Statements (Unaudited)
"	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021
"	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021
"	Condensed Consolidated Statements of Shareholders' Equity (Deficit) as of June 30, 2022 and 2021
"	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021
"	Notes to Condensed Consolidated Financial Statements
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3. Quantitative and Qualitative Disclosures About Market Risk
"	Item 4. Controls and Procedures
"	Part Ii. Other Information
"	Item 1. Legal Proceedings
"	Item 1A. Risk Factors
"	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Mine Safety Disclosures
"	Item 5. Other Information
"	Item 6. Exhibits
"	Signature

i 0001014111 i false i Q2 i --12-31 i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i 0.7 i i i i i i i i i i i i i i i 0001014111 2022-01-01 2022-06-30 0001014111 2022-07-29 0001014111 2022-04-01 2022-06-30 0001014111 2021-04-01 2021-06-30 0001014111 2021-01-01 2021-06-30 0001014111 2022-06-30 0001014111 2021-12-31 0001014111 us-gaap:CommonStockMember 2021-12-31 0001014111 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001014111 us-gaap:RetainedEarningsMember 2021-12-31 0001014111 us-gaap:TreasuryStockMember 2021-12-31 0001014111 us-gaap:NoncontrollingInterestMember 2021-12-31 0001014111 us-gaap:CommonStockMember 2020-12-31 0001014111 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001014111 us-gaap:RetainedEarningsMember 2020-12-31 0001014111 us-gaap:TreasuryStockMember 2020-12-31 0001014111 us-gaap:NoncontrollingInterestMember 2020-12-31 0001014111 2020-12-31 0001014111 us-gaap:CommonStockMember 2022-01-01 2022-06-30 0001014111 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-06-30 0001014111 us-gaap:RetainedEarningsMember 2022-01-01 2022-06-30 0001014111 us-gaap:TreasuryStockMember 2022-01-01 2022-06-30 0001014111 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-06-30 0001014111 us-gaap:CommonStockMember 2021-01-01 2021-06-30 0001014111 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-06-30 0001014111 us-gaap:RetainedEarningsMember 2021-01-01 2021-06-30 0001014111 us-gaap:TreasuryStockMember 2021-01-01 2021-06-30 0001014111 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-06-30 0001014111 us-gaap:CommonStockMember 2022-06-30 0001014111 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001014111 us-gaap:RetainedEarningsMember 2022-06-30 0001014111 us-gaap:TreasuryStockMember 2022-06-30 0001014111 us-gaap:NoncontrollingInterestMember 2022-06-30 0001014111 us-gaap:CommonStockMember 2021-06-30 0001014111 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001014111 us-gaap:RetainedEarningsMember 2021-06-30 0001014111 us-gaap:TreasuryStockMember 2021-06-30 0001014111 us-gaap:NoncontrollingInterestMember 2021-06-30 0001014111 2021-06-30 0001014111 us-gaap:NoncontrollingInterestMember 2021-04-01 2021-06-30 0001014111 GLAE:ArriveLLCMember 2022-01-01 2022-06-30 0001014111 GLAE:ArriveLLCMember 2021-01-01 2021-12-31 0001014111 GLAE:InsuranceAndCorporateLiabilityMember 2022-06-30 0001014111 GLAE:InsuranceAndCorporateLiabilityMember 2021-12-31 0001014111 GLAE:GHILLCNotePayableMember 2022-06-30 0001014111 GLAE:GHILLCNotePayableMember 2021-12-31 0001014111 us-gaap:OtherLiabilitiesMember 2022-06-30 0001014111 us-gaap:OtherLiabilitiesMember 2021-12-31 0001014111 GLAE:GHILoanAgreementMember GLAE:GazellekHoldingsILLCMember 2021-08-06 0001014111 GLAE:GHILoanAgreementMember GLAE:GazellekHoldingsILLCMember 2021-08-05 2021-08-06 0001014111 GLAE:GHILoanAgreementMember 2021-08-05 2021-08-06 0001014111 GLAE:TwoThousandAndElevenIncentivePlanMember 2022-06-30 0001014111 2021-02-02 2021-02-28 0001014111 2017-01-01 2017-12-31 0001014111 2018-01-01 2018-12-31 0001014111 us-gaap:TreasuryStockMember srt:MaximumMember 2016-11-14 0001014111 us-gaap:TreasuryStockMember 2021-01-01 2021-12-31 0001014111 GLAE:GazellekHoldingsILLCMember GLAE:CommonStockWarrantMember 2021-08-05 2021-08-06 0001014111 GLAE:GazellekHoldingsILLCMember GLAE:CommonStockWarrantMember 2021-08-06 0001014111 GLAE:GazellekHoldingsILLCMember GLAE:SecondCommonStockWarrantMember 2021-08-05 2021-08-06 0001014111 GLAE:GazellekHoldingsILLCMember GLAE:SecondCommonStockWarrantMember 2021-08-06 0001014111 us-gaap:AssetManagementIncomeMember 2022-04-01 2022-06-30 0001014111 us-gaap:AssetManagementIncomeMember 2021-04-01 2021-06-30 0001014111 us-gaap:AssetManagementIncomeMember 2022-01-01 2022-06-30 0001014111 us-gaap:AssetManagementIncomeMember 2021-01-01 2021-06-30 0001014111 us-gaap:AssetManagementIncomeMember 2022-06-30 0001014111 us-gaap:AssetManagementIncomeMember 2021-12-31 0001014111 GLAE:GeorgeEHallMember 2021-07-30 2021-07-31 0001014111 GLAE:JosephADePerioMember 2021-07-30 2021-07-31 0001014111 GLAE:GeorgeEHallMember 2021-07-31 0001014111 GLAE:JosephADePerioMember 2021-07-31 0001014111 2021-07-30 2021-07-31 0001014111 2021-07-31 0001014111 GLAE:FintechDebtCorpMember 2021-07-30 2021-07-31 0001014111 GLAE:SportBLXMember 2021-12-21 0001014111 GLAE:SportBLXMember 2021-12-24 0001014111 GLAE:FintechDebtCorpMember 2021-12-24 0001014111 GLAE:SportBLXMember 2021-12-29 2021-12-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ i Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ i Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ i No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: i 25,170 shares of Common Stock, par value $0.01 per share, were outstanding as of July 29, 2022.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We may from time to time make written or oral forward-looking statements with respect to our future goals, including statements contained in this Form 10-Q, in our other filings with the SEC and in our reports to shareholders.

Certain information which does not relate to historical financial information may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include information concerning the launch of our asset management business and related investment vehicles, strategic initiatives and potential acquisitions, the results of operations of our existing business lines, the impact of legal or regulatory matters on our business, as well as other actions, strategies and expectations, and are identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Such statements are subject to a wide range of risks and uncertainties that could cause our actual results in the future to differ materially from our historical results and those presently anticipated or projected. We wish to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. Risk factors include various factors set forth from time to time in our filings with the SEC including the following: our need for substantial additional capital in order to fund our business; our ability to realize the anticipated benefits of our restructuring plan and other recent significant changes; significant costs relating to pending and future litigation; our ability to attract and retain talented personnel; the structure or success of our participation in any joint investments; risks associated with any future acquisition or business opportunities; our need to consume resources in researching acquisitions, business opportunities or financings and capital market transactions; our ability to integrate additional businesses or technologies; the impact of our reverse stock split on the market trading liquidity of our common stock; the market price volatility of our common stock; our need to incur asset impairment charges for intangible assets; significant changes in discount rates, rates of return on pension assets and mortality tables; our reliance on aging information systems and our ability to protect those systems against security breaches; our ability to integrate accounting systems; changes in tax guidance and related interpretations and inspections by tax authorities; our ability to raise capital from third party investors for our asset management business; our ability to comply with extensive regulations relating to the launch and operation of our asset management business; our ability to compete in the intensely competitive asset management business; the performance of any investment funds we sponsor or accounts we manage; difficult market and economic conditions, including changes in interest rates and volatile equity and credit markets; our ability to achieve steady earnings growth on a quarterly basis in our asset management business; the significant demands placed on our resources and employees, and associated increases in expenses, risks and regulatory oversight, resulting from the potential growth of our asset management business; our ability to establish a favorable reputation for our asset management business; the lack of operating history of our asset manager subsidiary and any funds that we may sponsor; our ability to develop and deliver differentiated and innovative products as well as various factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, and from time to time in our filings with the SEC.

GlassBridge Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) owns and operates an asset management business. We actively explore a diverse range of new, strategic asset management business opportunities for our portfolio.

In January 2021, Adara Enterprises, Corp. (“Adara” or “AEC”) received notice from ESW Holdings, Inc. (“ESW”) that Adara had defaulted on its obligation to pay at maturity, i.e., on January 20, 2021, $11,000,000 in principal and all other amounts due to ESW under a Loan and Security Agreement (“ESW Loan Agreement”). Pursuant to the ESW Loan Agreement, AEC gave to ESW a security interest in all of AEC’s assets, and GlassBridge pledged to ESW all of GlassBridge’s AEC stock and 30% of GlassBridge’s SportBLX stock. The ESW Loan Agreement provided that, upon AEC’s default, AEC may elect to cooperate with ESW to effect a prearranged reorganization of AEC in bankruptcy, pursuant to which ESW would acquire all equity in AEC, as reorganized, and indirectly certain of AEC’s assets, most notably, property and equipment consisting of quantitative trading software, as well as deferred tax assets resulting from AEC’s net operating losses. In the ESW Loan Agreement, ESW agreed to provide $8.5 million to the bankruptcy estate to cover costs of administering the AEC bankruptcy case and to satisfy the claims of valid creditors, with any residual funds to be paid to GlassBridge. The $8.5 million was to be paid upon the effectiveness of AEC’s Chapter 11 plan (less any amounts advanced to AEC in the form of a DIP loan) and maintained awaiting outside creditor claims.

AEC’s prepackaged Chapter 11 plan of reorganization was confirmed at a hearing on June 9, 2021 and became effective on June 15, 2021 (the “Effective Date”). Upon the occurrence of the Effective Date, ESW deposited $8.5 million, less $325,000 that ESW had previously funded in the form of a post-petition debtor-in-possession loan, into a distribution trust established pursuant to AEC’s Chapter 11 plan to fund the costs of administration associated with AEC’s bankruptcy case and to satisfy valid creditor claims. Also on the Effective Date, by order of the Bankruptcy Court, GlassBridge shares of AEC were canceled, and shares in reorganized AEC were issued to ESW and an affiliate. Finally, on the Effective Date, GlassBridge received a release of its guaranty obligations to ESW.

The Company received distributions from the bankruptcy estate totaling $6,594,703 in 2021. The Company received additional distributions of $17,909 during the six months ended June 30, 2022. There are no funds remaining in the bankruptcy estate and any additional distributions, if any, are expected to be immaterial.

Adara has historically been one of the subsidiaries through which the Company has operated its asset management business. The Company, however, remains committed to its asset management business and holds various investments and assets, including Arrive LLC (“Arrive”), in other subsidiaries.

On December 30, 2021, the Company completed the disposition of its entire interest in SportBLX, selling all of its shares to Fintech Debt Corp (“FDC”) for $137,038. FDC is controlled by George E. Hall, the owner of 30.1% of the Company’s outstanding common stock, and Joseph A. De Perio, a director.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to be read in conjunction with our Condensed Consolidated Financial Statements and related Notes that appear elsewhere in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated due to various factors discussed in this MD&A under the caption “Forward-Looking Statements and Risk Factors” and the information contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2022, including in Part 1 Item 1A. Risk Factors of such Annual Report.

This Quarterly Report on Form 10-Q includes tradenames and trademarks owned by us or that we have the right to use. Solely for convenience, the trademarks or tradenames referred to in this Quarterly Report on Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

Consolidated Results of Operations for the Three Months Ended June 30, 2022

The following discussion relates to continuing operations unless indicated otherwise. “NM” means that the percentage amount is not meaningful.

Net revenue for the three and six months ended June 30, 2022 and 2021 was $0.0 million.

SG&A expense decreased for the three months ended June 30, 2022 by $0.3 million (or 27.3%), compared with the same period last year, primarily due to an effort to reduce overhead.

SG&A expense decreased for the six months ended June 30, 2022 by $0.8 million (or 33.3%), compared with the same period last year, primarily due to pre-petition professional fees incurred in connection with the bankruptcy and software depreciation in 2021.

Operating loss from continuing operations was $0.8 million and $1.4 million for the three months ended June 30, 2022 and 2021, respectively. Operating loss from continuing operations decreased by $0.6 million for the three months ended June 30, 2022, compared with the same period last year, primarily due to an effort to reduce overhead.

Operating loss from continuing operations was $1.6 million and $2.7 million for the six months ended June 30, 2022 and 2021, respectively. Operating loss from continuing operations decreased by $1.1 million for the six months ended June 30, 2022, compared with the same period last year, primarily due to an effort to reduce overhead.

Total other income for the three months ended June 30, 2022 was $0.1 million, compared to $13.4 million for the same period last year. Other income for the three months ended June 30, 2021 was primarily related to the gain on the Chapter 11 reorganization and the Bank Loan forgiveness.

Total other income for the six months ended June 30, 2022 was $0.1 million, compared to $12.5 million for the same period last year. Other income for the six months ended June 30, 2021 was primarily related to the gain on the Chapter 11 reorganization and the Bank Loan forgiveness.

Income tax for the three and six months ended June 30, 2022 and 2021 was $0.0 million, due to losses in the period or loss carryovers from prior periods.

The asset management business is our only reportable segment as of June 30, 2022.

We evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated results. Corporate and unallocated amounts include costs that are not allocated to the business segments in management’s evaluation of segment performance, such as litigation settlement expense, corporate expense and other expenses.

The Company operates its diversified private asset management business through a number of subsidiaries that sponsor our fund offerings. We expect our asset management business to earn revenues primarily by providing investment advisory services to third party investors through our managed funds, as well as separate managed accounts.

For the three months ended June 30, 2022 and 2021, corporate and unallocated operating loss consists of $0.5 million and $0.6 million, respectively, of corporate general and administrative expenses, representing a 16.7% decrease from the prior year.

For the six months ended June 30, 2022 and 2021, corporate and unallocated operating loss consists of $0.9 million and $0.7 million of corporate general and administrative expenses, representing a 28.6% increase from the prior year. The increase is primarily due to legal fees in connection with the lawsuit.

The impact of changes in foreign currency exchange rates to worldwide revenue was immaterial for the three and six months ended June 30, 2022.

Our cash and cash equivalents balance as of June 30, 2022 was $2.6 million, compared to $4.1 million as of December 31, 2021.

Cash used in operating activities was $1.3 million for the six months ended June 30, 2022, which was related to ordinary operating expenses. Cash used in operating activities was $2.5 million for the six months ended June 30, 2021, which was primarily related to ordinary operating expenses.

Investing activities for the six months ended June 30, 2022 included a $0.2 million contribution to the Arrive investment. For the six months ended June 30, 2021, cash provided by investing activities included the sale of unsecured claims and the collection of notes receivable from related parties pursuant to the Chapter 11 reorganization.

The Company had no cash provided by financing activities for the six months ended June 30, 2022. Cash provided by financing activities for the six months ended June 30, 2021 related to a debtor-in-possession note payable.

We have various resources available to us for purposes of managing liquidity and capital needs. Our primary sources of liquidity include our cash and cash equivalents. Our primary liquidity needs relate to funding our operations.

We expect that our cash, in addition to asset monetization, will provide liquidity sufficient to meet our needs for our operations and our obligations. We also plan to raise additional capital if necessary, although no assurance can be made that we will be able to secure such financing, if needed, on favorable terms or at all.

As of June 30, 2022, we did not have any material off-balance sheet arrangements.

A discussion of the Company’s critical accounting policies was provided in Part II — Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

See Note 2 - New Accounting Pronouncements in our Notes to Condensed Consolidated Financial Statements in Part I, Item 1, herein, for further information.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required under this item.

Based on an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2022, the end of the period covered by this report, the Chief Executive Officer, Daniel Strauss, and the Chief Financial Officer, Francis Ruchalski, have concluded that the disclosure controls and procedures were effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2022, based on the guidelines established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. During the quarter ended June 30, 2022, management concluded there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(e) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See Note 12 - Litigation, Commitments and Contingencies in our Notes to Condensed Consolidated Financial Statements in Part I, Item 1 herein for further information regarding our legal proceedings.

The Company is subject to various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business (including litigation relating to our legacy businesses and discontinued operations). All such matters involve uncertainty and, accordingly, outcomes that cannot be predicted with assurance. As of June 30, 2022, we are unable to estimate with certainty the ultimate aggregate amount of monetary liability or financial impact that we may incur with respect to these matters. It is reasonably possible that the ultimate resolution of these matters, individually or in the aggregate, could materially affect our financial condition, results of the operations and cash flows. Similarly, the Company is the plaintiff in a number of matters in the United States and elsewhere where the potential outcomes could be materially beneficial to the Company. These outcomes are also uncertain.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required under this item.

Pursuant to the requirements 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.

i Delaware		i 41-1838504
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

i 18 East 50th Street, i FL7 i New York, i New York		i 10022
(Address of principal executive offices)		(Zip Code)

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		None		None

	PAGE
PART I. FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	3
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	4
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) as of June 30, 2022 and 2021	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	6
Notes to Condensed Consolidated Financial Statements	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4. CONTROLS AND PROCEDURES	20
PART II. OTHER INFORMATION	21
ITEM 1. LEGAL PROCEEDINGS	21
ITEM 1A. RISK FACTORS	21
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4. MINE SAFETY DISCLOSURES	21
ITEM 5. OTHER INFORMATION	21
ITEM 6. EXHIBITS	21
SIGNATURE	22
EX-31.1
EX-31.2
EX-32.1
EX-32.2

	2022			2021			2022			2021
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Net revenue	$	—		$	—		$	—		$	—
Operating expenses:
Selling, general and administrative		i 0.8			i 1.1			i 1.6			i 2.4
Restructuring and other		—			i 0.3			—			i 0.3
Total operating expenses		i 0.8			i 1.4			i 1.6			i 2.7
Operating loss from continuing operations		( i 0.8	)		( i 1.4	)		( i 1.6	)		( i 2.7	)
Other income (expense):
Interest expense		—			( i 0.8	)		( i 0.1	)		( i 1.7	)
Gain on Chapter 11 reorganization		—			i 13.8			—			i 13.8
Bank Loan forgiveness		—			i 0.4			—			i 0.4
Other income (expense), net		i 0.1			—			i 0.2			—
Total other income		i 0.1			i 13.4			i 0.1			i 12.5
Income (loss) from continuing operations before income taxes		( i 0.7	)		i 12.0			( i 1.5	)		i 9.8
Income (loss) from continuing operations		( i 0.7	)		i 12.0			( i 1.5	)		i 9.8
Net income(loss) from continuing operations		( i 0.7	)		i 12.0			( i 1.5	)		i 9.8
Discontinued Operations:
Loss from discontinued operations, net of income taxes		—			( i 0.3	)		—			( i 0.3	)
Loss from discontinued businesses, net of income taxes		—			( i 0.3	)		—			( i 0.3	)
Net income (loss)	$	( i 0.7	)	$	i 11.7		$	( i 1.5	)	$	i 9.5

Net income (loss) per common share — basic and diluted:
Continuing operations	$	( i 26.52	)	$	i 476.19		$	( i 56.82	)	$	i 388.88
Discontinued operations		—			( i 11.90	)		—			( i 11.90	)
Net income (loss)	$	( i 26.52	)	$	i 464.29		$	( i 56.82	)	$	( i 376.98	)

Weighted average common shares outstanding:
Basic and diluted (thousands)		i 26.4			i 25.2			i 26.4			i 25.2

	June 30,			December 31,
	2022			2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	i 2.6		$	i 4.1
Accounts receivable, net		i 0.1			i 0.1
Total current assets		i 2.7			i 4.2
Arrive (See Note 5 – Supplemental Balance Sheet Information)		i 12.8			i 12.8
Other assets and other investments		i 0.5			i 0.2
Total assets	$	i 16.0		$	i 17.2
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	i 1.3		$	i 1.1
Other current liabilities		i 0.4			i 0.4
Total current liabilities		i 1.7			i 1.5
GHI LLC note payable (See Note 6 – Debt)		i 3.5			i 3.4
Other liabilities		i 0.2			i 0.2
Total liabilities		i 5.4			i 5.1
Shareholders’ equity:
Preferred stock, $ i i .01 / par value, authorized i i 200,000 / shares, i i i i none / / / issued and outstanding		—			—
Common stock, $ i i .01 / par value, authorized i i 50,000 / , i 28,097 issued at June 30, 2022; i 28,097 issued at December 31, 2021		—			—
Additional paid-in capital		i 1,073.0			i 1,073.0
Accumulated deficit		( i 1,037.5	)		( i 1,036.0	)
Treasury stock, at cost: i 2,927 shares at June 30, 2022; i 2,927 shares at December 31, 2021		( i 24.9	)		( i 24.9	)
Total shareholders’ equity		i 10.6			i 12.1
Total liabilities and shareholders’ equity	$	i 16.0		$	i 17.2

GlassBridge Enterprises, Inc. – ‘10-Q’ for 6/30/22

On: Friday, 8/12/22, at 4:06pm ET · For: 6/30/22 · Accession #: 1493152-22-22347 · File #: 1-14310

Previous ‘10-Q’: ‘10-Q’ on 5/11/22 for 3/31/22 · Next: ‘10-Q’ on 11/14/22 for 9/30/22 · Latest: ‘10-Q’ on 11/14/23 for 9/30/23

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

(Dollars in millions, except for per share amounts)	2022			2021			2022			2021
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in millions, except for per share amounts)	2022			2021			2022			2021
Numerator:
Income (loss) from continuing operations	$	( i 0.7	)	$	i 12.0		$	( i 1.5	)	$	i 9.8
Loss from discontinued operations		—			( i 0.3	)		—			( i 0.3	)
Net income (loss)	$	( i 0.7	)	$	i 11.7		$	( i 1.5	)	$	i 9.5
Denominator:
Weighted average number of common shares outstanding during the period - basic and diluted (in thousands)		i 26.4			i 25.2			i 26.4			i 25.2

Income (loss) per common share — basic and diluted:
Continuing operations	$	( i 26.52	)	$	i 476.19		$	( i 56.82	)	$	i 388.88
Discontinued operations		—			( i 11.90	)		—			( i 11.90	)
Net income (loss)	$	( i 26.52	)	$	i 464.29	)	$	( i 56.82	)	$	( i 376.98	)

Anti-dilutive shares excluded from calculation		i 0.0			i 0.0			i 0.0			i 0.0

(In millions)	2022		2021			2022		2021
	Three Months Ended					Six Months Ended
	June 30,					June 30,
(In millions)	2022		2021			2022		2021
Net revenue	$	—	$	—		$	—	$	—
Operating expenses:
Selling, general and administrative		—		i 0.4			—		i 0.5
Restructuring and other		—		( i 0.3	)		—		( i 0.4	)
Total operating expenses		—		i 0.1			—		i 0.1
Operating loss from discontinued operations		—		( i 0.1	)		—		( i 0.1	)
Other income (expense)		—		( i 0.2	)		—		( i 0.2	)
Loss from discontinued operations, before income taxes		—		( i 0.3	)		—		( i 0.3	)
Income tax		—		—			—		—
Loss from discontinued operations, net of income taxes	$	—	$	( i 0.3	)	$	—	$	( i 0.3	)


	June 30,
	2022		December 31,
	(unaudited)		2021
	(In millions)
GHI LLC note payable	$	i 3.5	$	i 3.4
Other liabilities		i 0.2		i 0.2
Total long term debt	$	i 3.7	$	i 3.6

Fiscal years ending in	(in millions)
2022	$	—
2023		i 0.2
2024		i 3.5
2025		—
2026		—
2027 and thereafter		—
Total	$	i 3.7

	Stock Options		Weighted Average Exercise Price
Outstanding December 31, 2021		i 1,360	$	i 106.00
Outstanding June 30, 2022		i 1,360	$	i 106.00
Exercisable as of June 30, 2022		i 1,311	$	i 106.00

	●	Net revenue from continuing operations was $0.0 million for the three months ended June 30, 2022 and 2021.

	●	Operating loss from continuing operations was $0.8 million and $1.4 million for the three months ended June 30, 2022 and 2021, respectively.

	●	Basic and diluted loss per share from continuing operations was $26.52 for the three months ended June 30, 2022, compared with basic and diluted income per share of $476.19 for the same period last year.

	Three Months Ended							Six Months Ended
	June 30,						Percent	June 30,						Percent
(Dollars in millions)	2022			2021			Change	2022			2021			Change
Income tax benefit (provision)	$	—		$	—		NM	$	—		$	—		NM
Effective tax rate	0.0		%	0.0		%		0.0		%	0.0		%

Exhibit Number		Description of Exhibit
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial information from GlassBridge Enterprises, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

		GLASSBRIDGE ENTERPRISES, INC.

Date:	August 12, 2022	By:	/s/ Francis Ruchalski
		Name:	Francis Ruchalski
		Title:	Chief Financial Officer
		(duly authorized officer and principal financial officer)

This ‘10-Q’ Filing	Date	Other Filings

	8/2/26
	8/2/24
	12/31/22
	12/12/22
Filed on:	8/12/22
	7/29/22
For Period end:	6/30/22
	3/31/22	10-K, 10-Q
	2/14/22
	12/31/21	10-K
	12/30/21	8-K
	12/24/21
	12/21/21
	8/6/21	8-K
	7/31/21
	6/30/21	10-Q
	6/15/21
	6/9/21
	1/20/21
	1/1/21
	12/31/20	10-K, 4, NT 10-K
	11/14/16
		List all Filings