Forward-Looking Statements and Risk Factors

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.





Overview



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.





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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 an additional distribution of $1,276 during the three months ended March 31, 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.

Important Notices and Disclaimers

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.





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Executive Summary


Consolidated Results of Operations for the Three Months Ended March 31, 2022

? Net revenue from continuing operations was $0.0 million for the three months

ended March 31, 2022 and 2021.

? Operating loss from continuing operations was $0.8 million and $1.3 million for

the three months ended March 31, 2022 and 2021, respectively.

? Basic and diluted loss per share from continuing operations was $30.30 for the

three months ended March 31, 2022, compared with a basic and diluted loss per

share of $87.30 for the same period last year.

Cash Flow/Financial Condition for the Three Months Ended March 31, 2022

? Cash and cash equivalents totaled $3.2 million at March 31, 2022, compared with

$4.1 million at December 31, 2021.






Results of Operations


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





Net Revenue



                          Three Months Ended
                               March 31,
(Dollars in millions)    2022            2021        Percent Change
Net revenue             $     -         $     -                   NM



Net revenue for the three months ended March 31, 2022 and 2021 was $0.0 million.

Selling, General and Administrative ("SG&A")





                                         Three Months Ended
                                               March 31,
(Dollars in millions)                   2022            2021          Percent Change
Selling, general and administrative   $     0.8       $     1.3                 (38.5 )%
As a percent of revenue                      NM              NM



SG&A expense decreased for the three months ended March 31, 2022 by $0.5 million (or 38.5%), compared with the same period last year, primarily due to the Company's effort to reduce overhead.

Operating Loss from Continuing Operations





                                              Three Months Ended
                                                   March 31,
(Dollars in millions)                         2022           2021        Percent Change
Operating loss from continuing operations   $    (0.8 )     $  (1.3 )              (38.5 )%
As a percent of revenue                            NM            NM



Operating loss from continuing operations was $0.8 million and $1.3 million for the three months ended March 31, 2022 and 2021, respectively. Operating loss from continuing operations decreased by $0.5 million compared to the same period last year, primarily due to the Company's effort to reduce overhead.





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Other Expense



                                 Three Months Ended
                                      March 31,
(Dollars in millions)            2022           2021         Percent Change
Interest expense               $    (0.1 )     $  (0.9 )               (88.9 )%
Other income (expense), net          0.1             -                    NM
Total other income (expense)   $       -       $  (0.9 )                  NM
As a percent of revenue               NM            NM



Total other expense was $0.0 million and $0.9 million for the three months ended March 31, 2022 and 2021, respectively. Total other expense decreased by $0.9 million compared to the same period last year, primarily due to the release of the Company's obligations under the ESW Loan Agreement and a stock purchase agreement.





Income Tax Provision



                                    Three Months Ended
                                         March 31,
(Dollars in millions)              2022            2021         Percent Change
Income tax benefit (provision)   $       -       $       -                   NM
Effective tax rate                     0.0 %           0.0 %



Income tax for the three months ended March 31, 2022 and 2021 was $0.0 million, due to losses in both periods.





Segment Results


The asset management business is our only reportable segment as of March 31, 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.

Information related to our segment is as follows:





Asset Management Business



                          Three Months Ended
                               March 31,
(Dollars in millions)     2022           2021        Percent Change
Operating loss          $    (0.4 )     $  (1.2 )              (66.7 )%



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 begin earning revenues primarily by providing investment advisory services to third party investors through managed funds, as well as separate managed accounts.





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Corporate and Unallocated



                                             Three Months Ended
                                                  March 31,
(Dollars in millions)                        2022           2021        Percent Change
Corporate and unallocated operating loss   $    (0.4 )     $  (0.1 )              300.0 %




For the three months ended March 31, 2022, corporate and unallocated operating loss consisted of $0.4 million of corporate general and administrative expenses, representing a 300.0% increase from the prior year, primarily due to a focus on strategic initiatives.

Impact of Changes in Foreign Currency Rates

The impact of changes in foreign currency exchange rates to worldwide revenue was immaterial for the three months ended March 31, 2022.





Financial Position


Our cash and cash equivalents balance as of March 31, 2022 was $3.2 million, compared to $4.1 million as of December 31, 2021.

Our accounts payable balance as of March 31, 2022 was $1.2 million, compared to $1.1 million as of December 31, 2021

Our other current liabilities balance as of March 31, 2022 was $0.4 million, compared to $0.4 million as of December 31, 2021.

Liquidity and Capital Resources

Cash Flows Provided by (Used in) Operating Activities:





                                                               Three Months Ended
                                                                    March 31,
(Dollars in millions)                                        2022               2021
Net loss                                                 $       (0.8 )     $       (2.2 )

Adjustments to reconcile net loss to net cash used in operating activities: Payment-in-Kind interest

                                          0.1                  -
Depreciation and amortization                                       -                0.2
Change in non-controlling interest                                  -               (0.1 )
Changes in operating assets and liabilities                         -                1.0
Net cash used in operating activities                    $       (0.7 )     $       (1.1 )

Cash used in operating activities was $0.7 million and $1.1 million for the three months ended March 31, 2022 and 2021, respectively, which was related to ordinary operating expenses.

Cash Flows Used In Investing Activities:





                                          Three Months Ended
                                               March 31,
(Dollars in millions)                      2022           2021
Purchase of investments                        (0.2 )         -

Net cash used in investing activities $ (0.2 ) $ -

The Company contributed $0.2 million to its Arrive investment during the three months ended March 31, 2022.





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Cash Flows Provided by Financing Activities:





                                              Three Months Ended
                                                   March 31,
(Dollars in millions)                           2022           2021

Net cash provided by financing activities $ - $ -

The Company had no cash provided by financing activities for the three months ended March 31, 2022 and 2021.

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 had $3.2 million cash and cash equivalents on hand as of March 31, 2022.

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.

Off Balance Sheet Arrangements

As of March 31, 2022, we did not have any material off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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.

Recent Accounting Pronouncements

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

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