Genius Group(US:GNS)2023-06-06 13:01Key Information Selected Financial Data The company presents pro forma and audited financial data for 2022 and 2021, showing significant revenue growth but also substantial net losses Summary Financial Data (Pro forma vs. Audited, USD (thousands)) | Indicator | Pro forma 2022 | Audited 2022 | Audited 2021 | | :--- | :--- | :--- | :--- | | Sales | 28,129 | 18,194 | 8,295 | | Gross Profit | 14,801 | 8,639 | 2,757 | | Operating Loss | (41,932) | (41,583) | (4,168) | | Net Loss After Tax | (54,903) | (55,252) | (4,489) | | Total Assets | 91,260 | 91,260 | 17,595 | | Total Liabilities | 77,305 | 77,305 | 9,609 | | Total Stockholders' Equity | 13,955 | 13,955 | 7,986 | Adjusted EBITDA Reconciliation (Non-IFRS, USD (thousands)) | Indicator | Pro forma 2022 | Audited 2022 | Audited 2021 | | :--- | :--- | :--- | :--- | | Net Loss | (54,903) | (55,252) | (4,489) | | Adjusted EBITDA | (7,267) | (7,750) | (2,338) | Key Business Metrics - Education Segment (Including Acquisitions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Number of students and users | 4,450,852 | 2,825,628 | | Number of Paying Students and users | 171,919 | 72,422 | | Number of Partners | 14,760 | 11,414 | | Education Revenue (USD) | 23,469,609 | 25,468,253 | Key Business Metrics - Campus Segment (Entrepreneur Resorts) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenue (USD) | 4,638,122 | 3,100,750 | | Utilization | 33% | 28% | Risk Factors Going Concern Management expresses substantial doubt about the company's ability to continue as a going concern without additional capital due to negative cash flows and net losses - Due to negative cash flows, continued net losses, and changes in convertible loan terms requiring cash payments, management has substantial doubt about the Company's ability to continue as a going concern without raising additional capital in the next twelve months70 Risks Related to Our Business and Industry The company faces global operational risks, intense Edtech market competition, and challenges in managing growth, technology, and cybersecurity - The company is a global business with students in 191 countries, making it subject to complex international risks, including economic instability, diverse legal and tax systems, and currency fluctuations73 - The education market is highly competitive, with pressure from online curriculum providers, for-profit institutions, and traditional publishers. Failure to compete effectively on curriculum, technology, and price could harm revenue and margins102103 - The company has a limited operating history and a history of operational losses. Its Edtech platform is technologically complex, and any defects, system disruptions, or security breaches could damage its reputation and financial results111112114 Risks Related to Acquisitions Acquisition-related risks include integration challenges, navigating diverse regulations, and managing reliance on government-sponsored student aid - The failure of an acquisition to produce anticipated results or the inability to fully integrate an acquired company could harm the business. Integration challenges include aligning different corporate cultures, systems, and procedures126127 - Acquisitions like Education Angels, E-Square, and UAV are subject to extensive and varying regulations in their respective countries. Changes to these laws or failure to maintain licenses and accreditations could adversely affect operations132 - Two acquisitions, Education Angels (New Zealand) and UAV (USA), receive government-sponsored student aid. Any regulatory changes affecting the timing or receipt of this financial aid could materially impact liquidity and enrollment134135 Risks Related to Foreign Private Issuer & Singapore Incorporation As a foreign private issuer, the company's Singapore incorporation may offer less shareholder protection and complicate U.S. judgment enforcement - As a foreign private issuer, the company is permitted to follow certain home country (Singapore) corporate governance practices instead of NYSE American standards, which may afford less protection to shareholders174 - It may be difficult for investors to enforce U.S. court judgments against the company, its directors, or officers in Singapore, as there is no treaty for reciprocal recognition of such judgments177178 Risks Related to Share Ownership and Financing Share ownership risks include price volatility, lack of dividends, and significant dilution and liquidity pressures from the 2022 convertible note - The convertible note contains restrictive covenants and may require cash repayment under certain circumstances, which could adversely affect the company's business plan, liquidity, and financial condition201 - Shareholders will experience significant dilution upon conversion of the convertible note. The number of shares to be issued could be substantial, especially if converted at a discount to the market price, which could cause the share price to decline211 - The company is an "emerging growth company" and takes advantage of certain exemptions from disclosure requirements, which could make its securities less attractive to investors and its performance harder to compare with other public companies215 Information on the Company History and Development of the Company Genius Group, an entrepreneur-focused Edtech company, expanded through five acquisitions, aiming to disrupt education with a student-centered curriculum and a multi-phase growth plan - The company's mission is to disrupt the current education model with a student-centered, lifelong learning curriculum focused on entrepreneurial and life skills230 - The company grew from a Pre-IPO Group of four companies to a post-IPO Group of nine by acquiring five education companies: Education Angels, E-Square, University of Antelope Valley, Property Investors Network, and Revealed Films231234 Revenue Contribution (2022 Pro Forma, USD (millions)) | Source | Revenue (USD Million) | % of Total | | :--- | :--- | :--- | | Acquisitions | 18.6 | 66% | | Pre-IPO Group | 9.5 | 34% | | Total Pro Forma Revenue | 28.1 | 100% | - The company follows a three-phase growth plan: - Phase 1 (2015-2020): Focused on attracting adult entrepreneurs - Phase 2 (2020-2025): Integrating acquisitions into the existing education system - Phase 3 (2025-2030): Aspires to have a fully accredited curriculum as an alternative to traditional systems255256 Business Overview The company's business centers on its proprietary Genius Curriculum, delivered via the GeniusU Edtech platform using a freemium model and a four-step growth strategy Our Genius Curriculum The Genius Curriculum is an entrepreneurial education framework integrating 21st-century skills, personalized learning principles, and the C.L.E.A.R. philosophy across all group companies - The curriculum is founded on 8 "Education 4.0" pillars identified by the World Economic Forum, including global citizenship, innovation, technology skills, interpersonal skills, and personalized, lifelong learning288 - The company's C.L.E.A.R. Philosophy guides student actions on the GeniusU platform, encouraging them to Connect, Learn, Earn, Act, and Review, with digital credits (GEMs) awarded for engagement297299300 Our Courses, Products and Services The company offers a comprehensive range of educational products across six stages, from early learning to adult mentorship, utilizing a funnel from free content to paid programs Education Stages and 2022 Pro Forma Revenue Contribution | Stage | Age Group | Key Company/Acquisition | 2022 Pro Forma Revenue % | | :--- | :--- | :--- | :--- | | PREP | 0-7 | Education Angels | 3% | | PRIMARY/SECONDARY | 6-18 | E-Square | 2% | | APPRENTICE | 16-22 | University of Antelope Valley | 29% | | ENTREPRENEUR | 16-80 | GeniusU, Entrepreneurs Institute, PIN | 28% | | ENTREPRENEUR RESORTS | All Ages | Entrepreneur Resorts | 17% | Our Conversion Model Genius Group employs a freemium model to attract students and partners with free content, converting them to paid offerings, enabling rapid scaling and a network effect - The "freemium" model allows the company to scale rapidly by attracting a large volume of free students online, which in turn attracts more partners and faculty to the platform, creating a network effect364365 - For the period Jan 2019 to Dec 2021, every $1,000 in marketing spend generated 1,326 new free students, with a conversion rate of just over 1% to paying students, yielding $20,501 in revenue within 24 months369 Our Strategy The company's strategy involves a three-phase plan to disrupt education, executed through a four-step model of acquiring, integrating, digitifying, and distributing content - The company employs a four-step growth model for its acquisitions: 1. Acquisition: Acquire companies with complementary courses and accreditations 2. Integration: Integrate courses and conversion models onto the GeniusU platform 3. Digitization: Digitize content for global online delivery 4. Distribution: Distribute through a global network of partners and faculty380381382383 - The acquisition strategy focuses on companies that can add to its core curriculum, provide industry certifications, and bring government accreditation and funding452454 Organizational Structure Genius Group Ltd, a Singapore-based holding company, oversees nine entities, with GeniusU as the core Edtech platform integrating content from its pre-IPO group and five acquisitions - Genius Group Ltd. is the Singapore-based holding company, dual-listed on NYSE American and Upstream, which owns the other companies in the group588 - GeniusU Ltd. operates as the core Edtech company, providing the technology platform to integrate, digitize, and distribute the educational programs of all group companies590593 Principal Subsidiaries as of December 31, 2022 | Name | Principal Activities | Country of Incorporation | | :--- | :--- | :--- | | GeniusU Ltd | Operating company including tech platform | Singapore | | Entrepreneur Resorts Ltd | Holding company – listed on Merj Exchange | Seychelles | | Education Angels | Early childhood education | New Zealand | | E-Squared Education | Primary and secondary education | South Africa | | University of Antelope Valley Inc. | Tertiary education | USA | | Property Investors Network Ltd | Investment education | UK | | Revealed Films Inc | Film Production | USA | Property, Plants and Equipment The company operates from leased offices in Singapore and various physical locations globally, including resorts, cafes, and educational campuses owned or leased by its subsidiaries - The company's main operational offices are leased in Singapore. Other significant properties include the University of Antelope Valley campus in Lancaster, California, and various resort and cafe locations operated by Entrepreneur Resorts in South Africa, Indonesia, and Singapore619620621 Operating and Financial Review and Prospects Operating Results Audited revenue increased significantly to $18.2 million in 2022, driven by education and campus segments, but a substantial goodwill impairment led to a $55.3 million net loss Revenue Breakdown (Audited vs. Pro forma, USD (thousands)) | Revenue Segment | Audited 2022 | Audited 2021 | Pro forma 2022 | Pro forma 2021 | | :--- | :--- | :--- | :--- | :--- | | Total Education Revenue | 13,556 | 5,194 | 23,491 | 20,985 | | Campus Revenue | 4,638 | 3,101 | 4,638 | 3,101 | | Total Revenue | 18,194 | 8,295 | 28,129 | 24,086 | - Audited group revenues increased 120% to $18.2 million in 2022 from $8.3 million in 2021683 - Operating expenses for the audited group increased significantly to $50.5 million in 2022 from $7.3 million in 2021, largely due to a $28.2 million impairment loss on goodwill690 - The audited group reported a net loss of $55.3 million in 2022, compared to a net loss of $4.5 million in 2021911 Liquidity and Capital Resources The company's cash is insufficient for the next 12 months due to convertible loan obligations, despite significant financing from its IPO and convertible note issuance in 2022 - The company believes its existing cash and cash equivalents are not sufficient to meet its working capital and capital expenditure needs for the next 12 months, primarily due to the election to pay its convertible loan obligations in cash700 Consolidated Statement of Cash Flows Data (USD) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | (8,236,431) | (3,068,723) | | Net Cash Used in Investing Activities | (10,089,489) | (882,111) | | Net Cash Provided By Financing Activities | 21,943,461 | 3,095,695 | - In September 2022, the company raised $17.0 million through a convertible note issuance, which provided significant financing but also created future liquidity pressures699710 Critical Accounting Estimates Critical accounting estimates involve significant judgment in revenue recognition, business combinations, and annual goodwill impairment assessments for each cash-generating unit - Critical accounting estimates include revenue recognition, share-based compensation, and accounting for business combinations, which requires significant assumptions in determining the fair values of acquired assets and liabilities728729731 - Goodwill is tested for impairment at least annually for each cash-generating unit (CGU). An impairment loss is recognized if the carrying amount of the CGU exceeds its recoverable amount739 Directors, Senior Management and Employees Directors and Senior Management This section provides biographical information for the company's executive officers and board of directors, including key figures like CEO Roger James Hamilton Key Executive Officers and Directors | Name | Position | | :--- | :--- | | Roger James Hamilton | Chief Executive Officer and Chairman | | Erez Simha | Chief Financial Officer | | Michelle Clarke | Chief Marketing Officer | | Suraj Naik | Chief Technology Officer and Director | | Richard J. Berman | Director & Audit Committee Chair | Compensation Total key management compensation increased to $1.74 million in 2022, driven by higher salaries and a significant rise in stock-based compensation Key Management Compensation (USD) | Component | 2022 | 2021 | | :--- | :--- | :--- | | Salary | 1,184,506 | 975,110 | | Stock Based | 553,987 | 43,046 | | Total | 1,738,493 | 1,018,750 | Board Practices The board comprises nine directors, including six independent members, and has established Audit, Compensation, and Nominating/Corporate Governance committees - The board consists of 9 directors, with 6 classified as independent. It has established Audit, Compensation, and Nominating/Corporate Governance committees759 - Richard J. Berman serves as the Audit Committee Chair and is designated as the "audit committee financial expert"762 Employees As of December 31, 2022, the company had 573 global employees and contractors, supported by a share incentive plan to attract and retain talent - As of December 31, 2022, the company had 573 employees and contractors across its global entities771 - The company has a Share Incentive Plan, which granted options and RSUs with a total consideration value of $4,962,499 in 2022773776 Major Shareholders and Related Party Transactions Major Shareholders CEO Roger James Hamilton is the largest shareholder with 35.00% beneficial ownership, while all directors and executive officers collectively own 41.33% Beneficial Ownership of Key Individuals and Group | Name | Amount of Beneficial Ownership | Percentage of Outstanding Shares | | :--- | :--- | :--- | | Roger James Hamilton | 9,697,854 | 35.00% | | Sandra Morrell | 987,583 | 3.56% | | All directors and executive officers as a group (9 individuals) | 11,451,289 | 41.33% | Related Party Transactions The company engaged in various related party transactions in 2022, including payments to CEO-controlled entities and loans payable to former owners of acquired companies - In 2022, the company paid $621,348 to World Game Pte Ltd, a company controlled by CEO Roger Hamilton, for his services784 - The company entered into two 12-year lease agreements for the University of Antelope Valley campus buildings with the university's former owners, booking a right-of-use asset and lease liability of $11.1 million790 - As of December 31, 2022, there were outstanding non-interest-bearing loans payable to the former owners of Revealed Films ($2.0 million) and E-Squared Education (approx. $299k) related to their acquisitions789791 Financial Information Significant Changes Significant post-fiscal year events include the company's IPO, dual-listing, completion of five acquisitions, and a convertible loan issuance - Key events post-financial statement date include: - Consummated IPO on NYSE American on April 14, 2022 - Dual-listed on Upstream on April 6, 2023 - Closed five acquisitions (Property Investors Network, Education Angels, E-Squared Education, University of Antelope Valley, and Revealed Films) during 2022 - Completed a follow-on round with a convertible loan803 Additional Information Material Contracts This section outlines material contracts, primarily share purchase agreements for the five major acquisitions, detailing purchase prices and payment terms Acquisition Purchase Agreements | Company Acquired | Purchase Price/Consideration Details | | :--- | :--- | | University of Antelope Valley | Amended to $6.5M cash, $6M shares, $17.5M note payable. Closed July 2022 | | Education Angels | 2x annual revenue (min. NZ$3M), paid 100% in shares. Closed April 2022 | | E-Square | ZAR 10M (approx. US$0.66M), paid 100% in cash. Closed May 2022 | | Property Investors Network | 1x annual revenue, paid 10% cash and 90% shares. Closed April 2022 | | Revealed Films | $10M plus top-ups; paid with $7M in shares and $3M in cash. Closed Oct 2022 | Taxation This section summarizes Singapore tax considerations for non-resident investors, noting no withholding tax on dividends and no capital gains tax, though disposal profits may be taxed as income - Dividends paid by the company, under Singapore's one-tier tax system, are not subject to withholding tax827 - Singapore does not have a capital gains tax. However, profits from share disposal could be deemed income and become taxable based on factors like motive and frequency of transactions832 Quantitative and Qualitative Disclosures About Market Risk Market Risk The company's primary market risk is foreign exchange fluctuations due to multi-currency operations, while it faces no material interest rate risk from bank borrowings - The company's primary market risk is foreign exchange risk, as its operating subsidiaries use local currencies (SGD, etc.) while the reporting currency is the U.S. dollar, exposing results to currency fluctuations853 - The company states it has not been exposed to material interest rate risk due to having no outstanding bank borrowings or loans852 Controls and Procedures Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of December 31, 2022, due to identified material weaknesses in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of December 31, 2022, due to identified material weaknesses859 Management's Annual Report on Internal Control over Financial Reporting Management concluded internal control over financial reporting was ineffective as of December 31, 2022, citing material weaknesses in documentation, segregation of duties, business combination accounting, and IT controls - Management identified several material weaknesses in its internal control over financial reporting, leading to the conclusion that controls were not effective as of year-end 2022860 - Specific weaknesses included: - Lack of sufficient documentation of financial processes and controls - Inadequate segregation of duties over account reconciliations and financial statement preparation - Inadequate controls over business combination accounting and subsequent impairment assessments - Inadequate IT general controls related to user access and segregation of duties862 Corporate Governance and Other Disclosures Audit Committee Financial Expert The board determined that Richard J. Berman qualifies as an "audit committee financial expert," and all audit committee members meet independence requirements - The board has determined that director Richard J. Berman qualifies as an "audit committee financial expert"867 Principal Accountant Fees and Services The company paid Marcum LLP $734,390 in fees for fiscal year 2022, primarily for audit services, an increase from $652,519 in 2021 Accountant Fees (USD) | Fee Category | Fiscal 2022 | Fiscal 2021 | | :--- | :--- | :--- | | Audit Fees | 721,515 | 652,519 | | All Other Fees | 12,875 | — | | Total | 734,390 | 652,519 | Financial Statements Notes to Consolidated Financial Statements The notes detail key financial disclosures, including a 'Going Concern' warning, five business combinations, a significant goodwill impairment, convertible debt terms, and a restatement of 2021 financials - Going Concern: Management has substantial doubt about the company's ability to continue as a going concern due to net losses, negative cash flows, and the need to make cash payments on its convertible loan (Note 2)931 - Restatement of 2021 Financials: The 2021 financial statements were restated to correct an error in revenue recognition. This decreased 2021 revenue and cost of revenue by $4,483,458 each, with no impact on gross profit or net loss (Note 2)10151016 - Business Combinations: The company completed five acquisitions in 2022: Education Angels, Property Investors Network, E-Square, University of Antelope Valley, and Revealed Films (Note 4)1020 - Goodwill Impairment: The company recognized a goodwill impairment loss of $20.1 million as of December 31, 2022, related to Property Investors Network, University of Antelope Valley, E-Squared Education, and Entrepreneur Resorts Ltd (Note 12)1057