FINANCIAL INSTRUMENTS | NOTE 7. FINANCIAL INSTRUMENTS Cash and Cash Equivalents The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As June 30, 2024 and 2023, the Company’s cash and cash equivalents were as follows: SCHEDULE OF CASH AND CASH EQUIVALENTS AND INVESTMENTS As of June 30, 2024 Cost Unrealized Gain (Loss) Fair Value Cash and Cash Equivalents Cash $ 109,659 $ - - $ 109,659 Level 1: Money market funds 1,738,636 - $ 1,738,636 1,738,636 Total cash and cash equivalents $ 1,848,295 $ - $ 1,738,636 $ 1,848,295 As of June 30, 2023 Cost Unrealized Gain (Loss) Fair Value Cash and Cash Equivalents Cash $ 242,271 $ - $ 242,271 Level 1: Money market funds 5,376,812 - $ 5,376,812 5,376,812 Total cash and cash equivalents $ 5,619,083 $ - $ 5,376,812 $ 5,619,083 THE GLIMPSE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 AND 2023 Contingent Consideration As of June 30, 2024 and 2023, the Company’s contingent consideration liabilities related to acquisitions are categorized as Level 3 within the fair value hierarchy. Contingent consideration was valued at June 30, 2024 using unobservable inputs, primarily internal revenue forecasts. Contingent consideration was valued at the time of acquisitions and at June 30, 2023 using unobservable inputs and have included using the Monte Carlo simulation model. This model incorporates revenue volatility, internal rate of return, and a risk-free rate. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance, at times, of a third-party valuation specialist. As of June 30, 2024, the Company’s contingent consideration liabilities current and non-current balances were as follows: SCHEDULE OF FAIR VALUE OF CONTINGENT CONSIDERATION Contingent Consideration at Purchase Date Consideration Paid Changes in Fair Value Fair Value Contingent Consideration As of June 30, 2024 Contingent Consideration at Purchase Date Consideration Paid Changes in Fair Value Fair Value Contingent Consideration Level 3: Contingent consideration, current - S5D $ 2,060,300 $ (1,359,001 ) $ (701,299 ) $ - $ - Contingent consideration, current - BLI 1,264,200 - 167,561 1,431,761 1,431,761 Contingent consideration, current - XRT - (499,288 ) 535,002 35,714 35,714 Total contingent consideration, current portion $ 3,324,500 $ (1,858,289 ) $ 1,264 $ 1,467,475 $ 1,467,475 Level 3: Contingent consideration, non-current - S5D $ 7,108,900 $ (2,857,143 ) $ (4,251,757 ) $ - $ - Contingent consideration, non-current - BLI 6,060,700 (1,497,894 ) (3,149,110 ) 1,413,696 1,413,696 Total contingent consideration, net of current portion $ 13,169,600 $ (4,355,037 ) $ (7,400,867 ) $ 1,413,696 $ 1,413,696 S5D has significantly underperformed revenue expectations that were employed to determine fair value at acquisition. The possibility of achieving any remaining revenue targets to trigger additional consideration is remote and all earned consideration has been paid. Accordingly, there is no future contingent consideration recorded related to the S5D acquisition as of June 30, 2024. The range of potential additional contingent consideration related to S5D in excess of the amounts reflected on the balance sheet at June 30, 2024 is zero 10.0 7.00 Revenue projections for BLI are expected to trigger potential additional gross consideration of $ 3.0 3.0 zero 15.0 7.5 7.00 The change in fair value of contingent consideration for S5D and BLI for the year ended June 30, 2024 was a non-cash gain of approximately $ 2.35 1.87 0.81 1.49 THE GLIMPSE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 AND 2023 The change in fair value of contingent consideration for XR Terra, LLC (“XRT”) for the year ended June 30, 2024 reflects payouts to the sellers of XRT for consideration recorded as of June 30, 2023. These payouts were made in September 2023 and January 2024 in the form of Company common stock, fair valued at $ 0.17 zero 0.08 0.04 7.00 zero 0.75 7.00 The range of potential contingent consideration related to the previous divestiture of AUGGD assets at June 30, 2024 is zero 0.40 7.00 As of June 30, 2023, the Company’s contingent consideration liabilities current and non-current balances were as follows: Contingent Consideration at Purchase Date Consideration Paid Changes in Fair Value Fair Value Contingent Consideration As of June 30, 2023 Contingent Consideration at Purchase Date Consideration Paid Changes in Fair Value Fair Value Contingent Consideration Level 3: Contingent consideration, current - S5D $ 2,060,300 $ (1,359,001 ) $ 1,207,501 $ 1,908,800 $ 1,908,800 Contingent consideration, current - BLI 1,264,200 - 1,693,500 2,957,700 2,957,700 Contingent consideration, current - AUGGD - (568,571 ) 568,571 - - Contingent consideration, current - XRT - (331,786 ) 586,077 254,291 254,291 Total contingent consideration, current portion $ 3,324,500 $ (2,259,358 ) $ 4,055,649 $ 5,120,791 $ 5,120,791 Level 3: Contingent consideration, non-current - S5D $ 7,108,900 $ (2,050,000 ) $ (3,807,200 ) $ 1,251,700 $ 1,251,700 Contingent consideration, non-current - BLI 6,060,700 - (2,807,400 ) 3,253,300 3,253,300 Total contingent consideration, net of current portion $ 13,169,600 $ (2,050,000 ) $ (6,614,600 ) $ 4,505,000 $ 4,505,000 A summary of the quantitative significant inputs used to value S5D’s contingent consideration as of June 30, 2023 was: $ 3.56 66.6 15.7 5.1 A summary of the quantitative significant inputs used to value BLI’s contingent consideration as of June 30, 2023 was: $ 3.56 75.6 16.4 4.8 The change in fair value of contingent consideration for S5D and BLI for the year ended June 30, 2023 was a non-cash gain of approximately $ 0.17 1.11 THE GLIMPSE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 AND 2023 The change in fair value of contingent consideration also reflects the first anniversary payout to the sellers of S5D based on the achievement of certain revenue thresholds as defined in the respective purchase agreement. This payout was made in March 2023 in the form of Company common stock with a fair value of $ 1.36 2.0 1.0 1.05 1.0 As of June 30, 2023, the Company’s contingent consideration liability related to XR Terra, LLC (“XRT”) is categorized as Level 3 within the fair value hierarchy as it is based on contractual amounts pursuant to the acquisition agreement, of which certain inputs are unobservable. The change in fair value of contingent consideration for XRT for the year ended June 30, 2023 was a non-cash expense of approximately $ 0.59 The change in fair value of contingent consideration for AUGGD for the year ended June 30, 2023 reflects the issuance of common stock to the sellers, net of a note repayment (see Notes 9 and 12). The range of potential additional contingent consideration through December 2024 related to the divestiture of AUGGD assets at June 30, 2023 is zero 0.65 The range of potential additional contingent consideration through April 2025 related to the PulpoAR acquisition at June 30, 2023 is zero 13.0 12.5 0.5 |