GLOO 8-K
Gloo Holdings, Inc. (GLOO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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.
Item 2.02 Results of Operations and Financial Condition.
On December 17, 2025, Gloo Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the three and nine months ended October 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language contained in such filing.
Item 3.02 Unregistered Sales of Equity Securities
On December 15, 2025 (the “Effective Date”), the Company, entered into an agreement and plan of merger (the “Westfall Agreement”) with Westfall Group, Inc. (“Westfall”) pursuant to which Westfall has agreed to merge with and into a subsidiary of the Company and become a wholly-owned subsidiary of the Company (the “Westfall Transaction”). The Westfall Transaction is expected to close in the fourth quarter of the Company’s 2025 fiscal year, subject to the satisfaction or waiver of customary closing conditions. Pursuant to the Westfall Agreement, the Company has agreed to issue shares of the Company’s Class A common stock at the closing of the Westfall Transaction as part of the overall consideration, at a value per share equal to the volume-weighted average price (“VWAP”) of the Company’s Class A Common Stock for the 30-day period commencing 15 days prior to the Effective Date. Based on an assumed VWAP of $8.00, the Company would issue approximately one million shares at the closing. The Company will file an amendment to this Current Report on Form 8-K to report the final number of shares issued at the closing.
Pursuant to the Westfall Agreement, the Company may also issue additional shares of its Class A common stock in fiscal year 2027 under an earnout provision in the Westfall Agreement (the “Earnout Shares”) at a maximum aggregate value of $1.0 million. The exact number of Earnout Shares issued, if any, will depend on whether the earnout target is achieved and the trading price of the Company’s Class A common stock. The Company will file another amendment to this Current Report on Form 8-K to report the final number of Earnout Shares issued, if any.
The Company intends to issue the shares of Class A common stock in the Westfall Transaction in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the Company’s pending acquisition of Westfall and the number of shares to be issued in the Westfall Transaction. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in the Company’s Prospectus dated November 18, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2025, and in the other documents the Company files with the SEC from time to time, including its Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which the Company expects to file with the SEC on or around the date of this Current Report on Form 8-K. It is not possible for the Company’s management to predict all risks, nor can it assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results to differ materially from those contained in any forward-looking statements the Company may make. These factors may cause the Company’s actual results, performance or achievements to differ materially and adversely from those anticipated or implied by the Company’s forward-looking statements. Furthermore, if the Company’s forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified timeframe, or at all. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
SIGNATURES
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 hereunto duly authorized.
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GLOO HOLDINGS, INC |
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Date: |
December 17, 2025 |
By: |
/s/ Paul Seamon |
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Paul Seamon |
Exhibit 99.1
Gloo Holdings, Inc. Reports Third Fiscal Quarter 2025 Financial Results
BOULDER, Colorado – December 17, 2025 – Gloo Holdings, Inc. (Nasdaq: GLOO), a leading technology platform for the faith and flourishing ecosystem, today reported financial results for its third quarter ended October 31, 2025.
“Q3 marks a solid start as a public company. We delivered very strong revenue growth and continued progress toward profitability, while strategically expanding our platform through the acquisitions of XRI Global and Igniter,” said Scott Beck, CEO of Gloo. “We believe these additions, along with today’s announcement that we are acquiring Westfall Gold, will deepen our donor engagement services and significantly advance the AI capabilities we are providing to customers. We remain focused on disciplined execution as we serve those who serve and build the trusted infrastructure for the faith and flourishing ecosystem.”
Third Quarter 2025 Financial Highlights and Recent Events
“We're pleased with our Q3 financial performance, including significant revenue growth. We believe our acquisition strategy is proving effective, as these acquisitions will be accretive and strengthen our position in high-value areas of the ecosystem,” said Paul Seamon, CFO of Gloo. “We expect to end 2025 on a positive note and next year we expect strong year-over-year revenue growth and are committed to achieving adjusted EBITDA profitability in Q4 of fiscal year 2026, coupled with disciplined capital allocation as we scale the Gloo platform and deliver value to stockholders.”
Business Highlights
Fiscal Year 2025 Outlook
Gloo expects revenue for the fourth quarter of its fiscal year 2025 to be between $28 million and $30 million, which represents a more than tripling of revenue growth year over year, and aligns with normal seasonality in this ecosystem. Adjusted EBITDA is expected to be between negative $19.5 million and negative $18.5 million. Looking forward to fiscal year 2026, Gloo expects revenue to more than double to greater than $180 million, inclusive of acquisitions.
Gloo has not provided a reconciliation of its forward outlook for Adjusted EBITDA to its most directly comparable GAAP financial measure in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Gloo is unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate this non-GAAP financial measure, particularly related to interest expense and changes in fair value of certain financial instruments, as well as equity-based compensation and employee stock transactions and related tax effects.
Conference Call Information
Gloo will conduct a conference call with analysts and investors to discuss its third quarter fiscal 2025 financial results and current financial prospects today at 5 p.m. ET. Participants may access the conference call via webcast using this link: Gloo Webcast Link The webcast will be recorded and available for replay. The link and recording will also be available on the Investor Relations section of Gloo's website at investors.gloo.com.
About Gloo Holdings, Inc.
Gloo is a leading technology platform for the faith and flourishing ecosystem, providing values-aligned AI, resources, insights and funding so people and communities flourish and organizations thrive. Gloo serves over 140,000 faith, ministry and nonprofit leaders and is based in Boulder, Colorado.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our growth prospects, market share gains and business initiatives, and our outlook for the fourth quarter and fiscal year of 2025. Forward-looking statements include statements containing words such as “expect,” “anticipate,” “believe,” “project,” “will” and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on our current expectations. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in our Prospectus dated November 18, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2025, and in the other documents we file with the SEC from time to time, including our Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which we expect to file with the SEC on or around the date of this press release. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements we may make. These factors may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures
To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Gloo has provided in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net loss attributable to members of Gloo Holdings, LLC, and non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted.
Gloo uses Adjusted EBITDA to evaluate its core operating performance, support planning and forecasting, and assess strategic opportunities. In addition, Gloo may use Adjusted EBITDA in its incentive compensation programs applicable to some of its employees. Accordingly, Gloo believes that Adjusted EBITDA may provide useful information to investors about its business and financial performance, enhance its overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by Gloo management in their financial and operational decision making.
Adjusted EBITDA is defined as net loss adjusted to exclude (1) interest expense, (2) income tax expense (benefit), (3) depreciation and amortization, (4) equity-based compensation, (5) financing and restructuring costs, (6) impairment of goodwill, (7) loss (gain) from change in fair value of financial instruments, (8) loss on extinguishment of debt, (9) income (loss) from equity method investments, net, (10) interest income, and (11) other non-cash or non-routine items that are not reflective of Gloo's core operating results.
Gloo also presents non-GAAP net loss attributable to members of Gloo Holdings, LLC, and non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, because it believes that these measures may similarly provide useful information to investors about its business and financial performance, enhance its overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by Gloo management in their financial and operational decision making. Management also believes that these measures are commonly used by securities analysts, investors and other interested parties in the evaluation of the Company's performance.
Non-GAAP net loss attributable to members of Gloo Holdings, LLC and non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, are defined as net loss attributable to members of Gloo Holdings, LLC and net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, respectively, adjusted to exclude the impact of (1) loss (gain) from change in fair value of financial instruments, (2) loss on extinguishment of debt, (3) other non-routine items, such as IPO related costs, and (4) the income tax expense (benefit) impact of other adjustments, if any. Non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, includes adjustments made to (U.S. GAAP) net loss attributable to members of Gloo Holdings, LLC. The Company has made these non-GAAP adjustments because it believes that these charges are not reflective of its core operating results.
The non-GAAP financial measures included in this press release are not measurements of financial performance under U.S. GAAP and they should not be considered as alternatives to or substitutes for measures of performance derived in accordance with U.S. GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-routine items. These non-GAAP measures have limitations as analytical tools, and investors should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under U.S. GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation. Investors are encouraged to review the most directly comparable GAAP measure and the Company's condensed consolidated financial statements and related notes included in Part I, Item 1 of the Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which Gloo expects to file with the SEC on or around the date of this press release.
Investor Relations
Gloo Holdings, LLC
Condensed Consolidated Balance Sheets
(unaudited)
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October 31, |
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January 31, |
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2025 |
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2025 |
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(in thousands, except unit data) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
15,134 |
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$ |
13,592 |
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Restricted cash |
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255 |
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252 |
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Accounts receivable, net of allowance for credit losses of $9 and $68, respectively |
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8,005 |
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623 |
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Inventory |
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1,303 |
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1,460 |
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Contract assets |
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5,004 |
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— |
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Prepaid expenses and other current assets |
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9,336 |
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2,388 |
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Total current assets |
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39,037 |
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18,315 |
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Property and equipment, net |
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3,650 |
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2,303 |
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Capitalized software, net |
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28,768 |
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23,578 |
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ROU operating lease asset |
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8,041 |
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3,835 |
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Long-term investments |
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100 |
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33,252 |
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Other non-current assets |
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1,372 |
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209 |
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Intangible assets, net |
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31,971 |
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11,431 |
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Goodwill |
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93,761 |
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27,901 |
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Total assets |
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$ |
206,700 |
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$ |
120,824 |
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LIABILITIES, MEZZANINE EQUITY, AND MEMBERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
9,289 |
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$ |
3,613 |
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Accrued compensation |
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6,852 |
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4,538 |
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Accrued liabilities |
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11,530 |
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3,521 |
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Acquisition-related liabilities, current |
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2,039 |
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1,350 |
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Deferred revenue |
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8,889 |
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3,725 |
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Debt, current (4) |
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7,231 |
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3,177 |
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Lease liabilities, current |
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1,582 |
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685 |
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Total current liabilities |
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47,412 |
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20,609 |
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Acquisition-related liabilities, non-current |
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723 |
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100 |
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Debt, non-current |
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162,653 |
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66,959 |
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Lease liabilities, non-current |
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6,728 |
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3,095 |
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Derivative liability |
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33,673 |
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832 |
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Deferred income taxes |
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2,839 |
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1,911 |
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Other non-current liabilities |
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10,801 |
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13,426 |
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Total liabilities |
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$ |
264,829 |
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$ |
106,932 |
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Mezzanine Equity: |
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Series A Preferred Units (no par value; 39,250,615 authorized as of October 31, 2025 and January 31, 2025; 38,523,781 and 37,532,207 units issued and outstanding as of October 31, 2025 and January 31, 2025, respectively; and aggregate liquidation preference of $461.9 million and $432.7 million as of October 31, 2025 and January 31, 2025, respectively) |
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364,411 |
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351,887 |
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Redeemable noncontrolling interests |
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3,233 |
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— |
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Total mezzanine equity |
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367,644 |
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351,887 |
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Members’ Deficit: |
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Common member units (no par value; 13,217,025 units authorized as of October 31, 2025 and January 31, 2025, respectively; and 8,345,221 and 8,201,191 units issued and outstanding as of October 31, 2025 and January 31, 2025, respectively) |
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— |
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— |
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Additional paid-in capital |
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31,555 |
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23,591 |
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Accumulated deficit |
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(476,112 |
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(368,312 |
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Accumulated other comprehensive income |
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189 |
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— |
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Deficit attributable to members of Gloo Holdings, LLC |
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(444,368 |
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(344,721 |
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Equity attributable to noncontrolling interests |
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18,594 |
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6,726 |
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Total members’ deficit |
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(425,774 |
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(337,995 |
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Total liabilities, mezzanine equity, and members’ deficit |
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$ |
206,700 |
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$ |
120,824 |
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Gloo Holdings, LLC
Condensed Consolidated Statements of Operations
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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October 31, |
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October 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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(in thousands, except unit and per unit data) |
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Revenue: |
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Platform revenue |
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$ |
19,824 |
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$ |
6,087 |
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$ |
37,065 |
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$ |
16,550 |
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Platform solutions revenue |
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12,728 |
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36 |
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23,962 |
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157 |
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Other revenue |
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— |
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— |
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— |
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13 |
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Total revenue |
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32,552 |
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6,123 |
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61,027 |
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16,720 |
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Operating expenses: |
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Cost of revenue (exclusive of depreciation and amortization) |
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24,847 |
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4,938 |
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45,815 |
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14,332 |
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Product development |
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6,136 |
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3,852 |
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16,866 |
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9,957 |
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Sales and marketing |
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8,144 |
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5,317 |
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23,967 |
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16,141 |
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General and administrative |
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17,272 |
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2,779 |
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39,478 |
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10,314 |
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Depreciation and amortization |
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2,846 |
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1,949 |
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8,046 |
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5,560 |
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Total operating expenses |
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59,245 |
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18,835 |
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134,172 |
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56,304 |
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Operating loss |
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(26,693 |
) |
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(12,712 |
) |
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(73,145 |
) |
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(39,584 |
) |
Other expense (income): |
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Interest expense |
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6,390 |
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1,779 |
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12,393 |
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2,854 |
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Other expense (income), net |
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(210 |
) |
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(343 |
) |
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(330 |
) |
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(537 |
) |
Loss (gain) from change in fair value of financial instruments |
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9,067 |
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(538 |
) |
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20,503 |
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(758 |
) |
Loss on extinguishment of debt |
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— |
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— |
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7,473 |
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— |
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Total other expense, net |
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15,247 |
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|
898 |
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40,039 |
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1,559 |
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Loss before income taxes |
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(41,940 |
) |
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(13,610 |
) |
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(113,184 |
) |
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(41,143 |
) |
Income tax benefit |
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25 |
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|
148 |
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318 |
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|
560 |
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Income (loss) from equity method investments, net |
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2,888 |
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(164 |
) |
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2,782 |
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(437 |
) |
Net loss |
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(39,027 |
) |
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(13,626 |
) |
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(110,084 |
) |
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(41,020 |
) |
Less: net loss attributable to noncontrolling interests |
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(978 |
) |
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— |
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(2,285 |
) |
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— |
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Net loss attributable to members of Gloo Holdings, LLC |
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$ |
(38,049 |
) |
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$ |
(13,626 |
) |
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$ |
(107,799 |
) |
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$ |
(41,020 |
) |
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Net loss per unit available to members of Gloo Holdings, LLC, basic and diluted |
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$ |
(6.08 |
) |
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$ |
(2.41 |
) |
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$ |
(15.98 |
) |
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$ |
(7.34 |
) |
Weighted-average common units used to compute net loss per unit available to members of Gloo Holdings, LLC, basic and diluted |
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8,282,512 |
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7,769,167 |
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8,239,088 |
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7,643,420 |
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Gloo Holdings, LLC
Condensed Consolidated Statements of Cash Flows
(unaudited)
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Nine Months Ended October 31, |
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2025 |
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2024 |
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(in thousands) |
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Operating activities: |
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Net loss |
|
$ |
(110,084 |
) |
|
$ |
(41,020 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Equity-based compensation expense |
|
|
4,928 |
|
|
|
3,441 |
|
Depreciation and amortization |
|
|
8,046 |
|
|
|
5,560 |
|
Amortization of deferred financing costs |
|
|
3,016 |
|
|
|
382 |
|
Provision for expected credit losses |
|
|
145 |
|
|
|
45 |
|
Lease expense |
|
|
1,169 |
|
|
|
866 |
|
Deferred income taxes |
|
|
(466 |
) |
|
|
(560 |
) |
Loss (gain) from change in fair value of financial instruments |
|
|
20,503 |
|
|
|
758 |
|
Loss (gain) on sale of property and equipment |
|
|
- |
|
|
|
18 |
|
(Income) loss from equity method investments, net |
|
|
(2,782 |
) |
|
|
436 |
|
Loss on extinguishment of debt |
|
|
7,473 |
|
|
|
— |
|
Debt assumed through PIK interest |
|
|
1,899 |
|
|
|
778 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(3,440 |
) |
|
|
(742 |
) |
Prepaid expenses and other current assets |
|
|
177 |
|
|
|
(150 |
) |
Other non-current assets |
|
|
(4,776 |
) |
|
|
(74 |
) |
Accounts payable |
|
|
3,987 |
|
|
|
(503 |
) |
Accrued expenses and other current liabilities |
|
|
9,081 |
|
|
|
(1,658 |
) |
Deferred revenue |
|
|
(1,132 |
) |
|
|
1,253 |
|
Other non-current liabilities |
|
|
(698 |
) |
|
|
(2,068 |
) |
Net cash used in operating activities |
|
|
(62,954 |
) |
|
|
(33,238 |
) |
Investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(453 |
) |
|
|
(266 |
) |
Capitalized internal-use software costs |
|
|
(10,076 |
) |
|
|
(4,484 |
) |
Acquisitions, net of cash acquired |
|
|
(6,351 |
) |
|
|
(1,491 |
) |
Net cash used in investing activities |
|
|
(16,880 |
) |
|
|
(6,241 |
) |
Financing activities: |
|
|
|
|
|
|
||
Payments on debt |
|
|
(2,495 |
) |
|
|
(190 |
) |
Proceeds from debt |
|
|
81,925 |
|
|
|
45,680 |
|
Payments of deferred financing costs |
|
|
(85 |
) |
|
|
(87 |
) |
Proceeds from exercise of common unit options |
|
|
564 |
|
|
|
— |
|
Proceeds from Member Advances received, net of refunds |
|
|
5,000 |
|
|
|
— |
|
Proceeds from Series A Preferred Units issuance |
|
|
818 |
|
|
|
325 |
|
Payments of deferred offering costs |
|
|
(4,094 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
81,633 |
|
|
|
45,728 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(254 |
) |
|
|
— |
|
Net increase in cash, cash equivalents and restricted cash |
|
|
1,545 |
|
|
|
6,249 |
|
Cash, cash equivalents, and restricted cash: |
|
|
|
|
|
|
||
Beginning of period |
|
|
13,844 |
|
|
|
13,727 |
|
End of period |
|
$ |
15,389 |
|
|
$ |
19,976 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
3,178 |
|
|
$ |
1,966 |
|
Cash paid for taxes |
|
|
49 |
|
|
|
— |
|
Supplemental disclosure of non-cash investing and financing activity: |
|
|
|
|
|
|
||
ROU assets obtained in acquisitions |
|
$ |
2,206 |
|
|
$ |
— |
|
ROU assets obtained in exchange for new lease liabilities |
|
|
1,315 |
|
|
|
— |
|
Gloo Holdings, LLC
GAAP to Non-GAAP Reconciliation
(unaudited)
The following tables provide a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP financial measures for the periods presented:
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
October 31, |
|
|
October 31, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
(in thousands) |
|
|||||||||||||
Net loss attributable to members of Gloo Holdings, LLC |
$ |
(38,049 |
) |
|
$ |
(13,626 |
) |
|
$ |
(107,799 |
) |
|
$ |
(41,020 |
) |
Net loss attributable to noncontrolling interests |
|
(978 |
) |
|
|
— |
|
|
|
(2,285 |
) |
|
|
— |
|
Net loss |
|
(39,027 |
) |
|
|
(13,626 |
) |
|
|
(110,084 |
) |
|
|
(41,020 |
) |
Adjusted to exclude: |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
6,390 |
|
|
|
1,779 |
|
|
|
12,393 |
|
|
|
2,854 |
|
Income tax benefit |
|
(25 |
) |
|
|
(148 |
) |
|
|
(318 |
) |
|
|
(560 |
) |
Depreciation and amortization |
|
2,846 |
|
|
|
1,949 |
|
|
|
8,046 |
|
|
|
5,560 |
|
Equity-based compensation |
|
1,623 |
|
|
|
564 |
|
|
|
4,928 |
|
|
|
3,410 |
|
Loss (gain) from change in fair value of financial instruments |
|
9,067 |
|
|
|
(538 |
) |
|
|
20,503 |
|
|
|
(758 |
) |
IPO related costs |
|
2,251 |
|
|
|
— |
|
|
|
3,621 |
|
|
|
— |
|
Transaction related bonuses |
|
732 |
|
|
|
— |
|
|
|
732 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
7,473 |
|
|
|
— |
|
(Income) loss from equity method investments, net |
|
(2,888 |
) |
|
|
164 |
|
|
|
(2,782 |
) |
|
|
437 |
|
Interest income |
|
(178 |
) |
|
|
(337 |
) |
|
|
(310 |
) |
|
|
(519 |
) |
Adjusted EBITDA |
$ |
(19,209 |
) |
|
$ |
(10,193 |
) |
|
$ |
(55,798 |
) |
|
$ |
(30,596 |
) |
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
October 31, |
|
|
October 31, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
(in thousands, except for unit and per unit data) |
|
|||||||||||||
Net loss |
$ |
(39,027 |
) |
|
$ |
(13,626 |
) |
|
$ |
(110,084 |
) |
|
$ |
(41,020 |
) |
Net loss attributable to noncontrolling interests |
|
(978 |
) |
|
|
— |
|
|
|
(2,285 |
) |
|
|
— |
|
Net loss attributable to members of Gloo Holdings, LLC |
|
(38,049 |
) |
|
|
(13,626 |
) |
|
|
(107,799 |
) |
|
|
(41,020 |
) |
Adjusted to exclude: |
|
|
|
|
|
|
|
|
|
|
|
||||
Loss (gain) from change in fair value of financial instruments |
|
9,067 |
|
|
|
(538 |
) |
|
|
20,503 |
|
|
|
(758 |
) |
IPO related costs |
|
2,251 |
|
|
|
— |
|
|
|
3,621 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
7,473 |
|
|
|
— |
|
Income tax impact(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Non-GAAP net loss attributable to members of Gloo Holdings, LLC |
|
(26,731 |
) |
|
|
(14,164 |
) |
|
|
(76,202 |
) |
|
|
(41,778 |
) |
Less: Undeclared cumulative dividends on Series A Preferred Units |
|
5,581 |
|
|
|
5,071 |
|
|
|
16,465 |
|
|
|
15,079 |
|
Less: Deemed dividend for conversion of Member Advance |
|
6,700 |
|
|
|
— |
|
|
|
7,400 |
|
|
|
— |
|
Non-GAAP net loss available to members of Gloo Holdings, LLC basic and diluted |
$ |
(39,012 |
) |
|
$ |
(19,235 |
) |
|
$ |
(100,067 |
) |
|
$ |
(56,857 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common units outstanding, basic and diluted |
|
8,282,512 |
|
|
|
7,769,167 |
|
|
|
8,239,088 |
|
|
|
7,643,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per unit available to members of Gloo Holdings, LLC, basic and diluted |
$ |
(6.08 |
) |
|
$ |
(2.41 |
) |
|
$ |
(15.98 |
) |
|
$ |
(7.34 |
) |
Non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted |
$ |
(4.71 |
) |
|
$ |
(2.48 |
) |
|
$ |
(12.15 |
) |
|
$ |
(7.44 |
) |
(1) The adjustments to net loss attributable to members of Gloo Holdings, LLC relate to accounting transactions that are exclusive to Gloo Holdings, LLC, a nontaxable entity.