Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | GlassBridge Enterprises, Inc. | ||
Entity Central Index Key | 0001014111 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,200 | ||
Entity Common Stock, Shares Outstanding | 5,137,487 | ||
Trading Symbol | GLAE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses: | ||
Selling, general and administrative | 6,400 | 8,400 |
Research and development | ||
GBAM Fund expenses | 500 | 500 |
Impairment charges: | ||
Intangible assets | 6,200 | |
Restructuring and other | (4,800) | (200) |
Total operating expenses | 8,300 | 8,700 |
Operating loss from continuing operations | (8,300) | (8,700) |
Other income (expense): | ||
Interest expense | (100) | |
Net income (loss) from GBAM Fund activities | (900) | 1,200 |
Other income (expense), net | 500 | (500) |
Total other income (expense) | (500) | 700 |
Loss from continuing operations before income taxes | (8,800) | (8,000) |
Income tax benefit | 100 | 5,700 |
Loss from continuing operations | (8,700) | (2,300) |
Discontinued operations: | ||
Income (loss) from discontinued operations, net of income taxes | 6,400 | (6,100) |
Gain on sale of discontinued businesses, net of income taxes | 6,400 | |
Income (loss) from discontinued operations, net of income taxes | 12,800 | (6,100) |
Net Income (loss) | $ 4,100 | $ (18,600) |
Earnings (loss) per common share attributable to GlassBridge common shareholders - basic and diluted: | ||
Continuing operations | $ (1.71) | $ (0.49) |
Discontinued operations | 2.51 | (1.30) |
Net Earnings (loss) | $ 0.80 | $ (1.79) |
Weighted average common shares outstanding: | ||
Basic and diluted | 5,100,000 | 4,700,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net income (loss) | $ 4,100 | $ (18,600) |
Net pension adjustments, net of tax: | ||
Liability adjustments for defined benefit pension plans | (2,900) | |
Reclassification of adjustments for defined benefit plans recorded in net loss | 400 | 1,400 |
Total net pension adjustments | (2,500) | 1,400 |
Net foreign currency translation: | ||
Unrealized foreign currency translation income | 700 | 300 |
Total net foreign currency translation | 700 | 300 |
Total other comprehensive income, net of tax | (1,800) | 1,700 |
Comprehensive income (loss) | $ 2,300 | $ (6,700) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,900 | $ 8,700 |
Short term investments | 700 | |
Accounts receivable, net | ||
Inventories | ||
Other current assets | 1,200 | 500 |
Current assets of discontinued operations | 2,400 | 11,500 |
Total current assets | 8,500 | 21,400 |
Property, plant and equipment, net | ||
Intangible assets, net | 8,200 | |
Other assets | 6,100 | 6,400 |
Non-current assets of discontinued operations | 400 | 4,200 |
Total assets | 15,000 | 40,200 |
Current liabilities: | ||
Accounts payable | 400 | 300 |
Other current liabilities | 3,300 | 7,600 |
Current liabilities of discontinued operations | 4,600 | 20,200 |
Total current liabilities | 8,300 | 28,100 |
Other liabilities | 23,700 | 25,200 |
Other liabilities of discontinued operations | 2,200 | 13,600 |
Total liabilities | 34,200 | 66,900 |
See Note 15 - Litigation, Commitments and Contingencies | ||
Shareholders' deficit: | ||
Preferred stock, $.01 par value, authorized 0.2 million shares, none issued and outstanding | ||
Common stock, $.01 par value, authorized 10 million shares, 2018 - shares issued: 5.7 million, outstanding: 5.1 million, 2017- shares issued: 5.7 million, outstanding: 5.1 million | 100 | 100 |
Additional paid-in capital | 1,049,000 | 1,050,900 |
Accumulated deficit | (1,022,900) | (1,027,500) |
Accumulated other comprehensive loss | (20,700) | (18,900) |
Treasury stock, at cost 0.6 million shares at December 31,2018; 0.6 million shares at December 31, 2017 | (24,700) | (26,600) |
Total GlassBridge Enterprises, Inc. shareholders' deficit | (19,200) | (22,000) |
Noncontrolling interest | (4,700) | |
Total shareholders' deficit | (19,200) | (26,700) |
Total liabilities and shareholders' deficit | $ 15,000 | $ 40,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,700,000 | 5,700,000 |
Common stock, shares outstanding | 5,100,000 | 5,100,000 |
Treasury stock | 600,000 | 600,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 1,042,800 | $ (1,019,100) | $ (20,600) | $ (28,400) | $ (25,300) | ||
Balance, shares at Dec. 31, 2016 | 4,437,789 | 744,091 | |||||
Net loss | (8,400) | (10,200) | (18,600) | ||||
Purchase of treasury stock | $ (100) | $ (100) | |||||
Purchase of treasury stock, shares | 27,950 | 27,950 | |||||
Restricted stock grants and other | (1,800) | $ 1,900 | $ 100 | ||||
Restricted stock grants and other, shares | (138,102) | (138,102) | |||||
Issuance of stock for Capacity and Services Transaction with Clinton | $ 100 | 10,100 | $ 10,200 | ||||
Issuance of stock for Capacity and Services Transaction with Clinton, shares | 1,250,000 | ||||||
Contingent consideration in shares | (200) | (200) | |||||
Net change in cumulative translation adjustment | 300 | 300 | |||||
Pension adjustments, net of tax | 1,400 | 1,400 | |||||
Contribution from non-controlling interest | 5,600 | 5,600 | |||||
Reclassification adjustment | (100) | (100) | |||||
Balance at Dec. 31, 2017 | $ 100 | 1,050,900 | (1,027,500) | (18,900) | $ (26,600) | (4,700) | (26,700) |
Balance, shares at Dec. 31, 2017 | 5,687,789 | 633,939 | |||||
Net loss | 4,100 | 4,700 | 4,100 | ||||
Purchase of treasury stock | |||||||
Purchase of treasury stock, shares | 13,879 | 13,879 | |||||
Restricted stock grants and other | (1,900) | $ 1,900 | |||||
Restricted stock grants and other, shares | (97,516) | (97,516) | |||||
Issuance of stock for Capacity and Services Transaction with Clinton | |||||||
Net change in cumulative translation adjustment | 700 | 700 | |||||
Pension adjustments, net of tax | (2,500) | (2,500) | |||||
Reclassification adjustment | 200 | 200 | |||||
ASC 606 Adjustment | 300 | 300 | |||||
Balance at Dec. 31, 2018 | $ 100 | $ 1,049,000 | $ (1,022,900) | $ (20,700) | $ (24,700) | $ (19,200) | |
Balance, shares at Dec. 31, 2018 | 5,687,789 | 550,302 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 4,100 | $ (18,600) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,200 | 4,100 |
Stock-based compensation | (300) | (100) |
Change in noncontrolling interest | (4,600) | |
Loss on abandonment of unused property, plant and equipment | 1,600 | |
Goodwill impairment | 3,800 | |
Intangible assets impairment | 6,300 | 2,700 |
Pension settlement and curtailments | (2,500) | 1,400 |
Gain on sale of assets | (6,400) | (1,600) |
Short term investment | 700 | 21,300 |
Other, net | (200) | 100 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 300 | 1,900 |
Inventories | 800 | 600 |
Other assets | (2,300) | (600) |
Accounts payable | (700) | (1,000) |
Other liabilities | (12,900) | (28,600) |
Net cash used in operating activities | (10,500) | (7,400) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (200) | (1,100) |
Purchase of equity securities | (4,000) | |
Proceeds from sale of assets and businesses | 5,300 | 2,000 |
Net cash provided by (used in) investing activities | 5,100 | (3,100) |
Cash Flows from Financing Activities: | ||
Purchase of treasury stock | (100) | |
Net cash used in financing activities | (100) | |
Net change in cash and cash equivalents | (5,400) | (10,600) |
Cash and cash equivalents - beginning of year | 21,300 | |
Supplemental disclosures of cash paid during the period: | ||
Income taxes (net of refunds received) | 600 | |
Supplemental disclosures of non-cash investing and financing activities: | ||
Non-cash transaction with Clinton Group, Inc. | 10,100 | |
Current assets: | ||
Cash and cash equivalents | 4,900 | 8,700 |
Restricted cash included in other current assets | 200 | |
Non-current assets: | ||
Restricted cash included in non-current assets of discontinued operations | 400 | 1,700 |
Total cash, cash equivalents and restricted cash | $ 5,300 | $ 10,700 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Background And Basis Of Presentation | |
Background and Basis of Presentation | Note 1 — Background and Basis of Presentation Background GlassBridge Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) is a holding company. We actively explore a diverse range of new, strategic asset management business opportunities for our portfolio. The company’s wholly-owned subsidiary GlassBridge Asset Management, LLC (“GBAM”) is an investment advisor focused on technology-driven quantitative strategies and other alternative investment strategies. Our partially-owned subsidiary NXSN Acquisition Corp. (together with its subsidiaries, “NXSN”) operates a global enterprise data storage business through its subsidiaries. Basis of Presentation The financial statements are presented on a consolidated basis and include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company owns or controls fifty percent or more of the voting shares and has the right to control. The results of entities disposed of are included in the Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included in the results reported. The operating results of our legacy business segments, Consumer Storage and Accessories and Tiered Storage and Security Solutions (the “Legacy Businesses”), are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations in each period presented represents our global enterprise data storage business with an emerging enterprise-class, private cloud sync and share product line (the “Nexsan Business”, which consists of the products of NXSN’s subsidiaries Nexsan Corporation (together with its subsidiaries other than Connected Data, Inc. (“CDI”), “Nexsan”) and CDI), and our “Asset Management Business,” which consists of our investment advisory business conducted through GBAM, as well as corporate expenses and activities not directly attributable to our Legacy Businesses. Assets and liabilities directly associated with our Legacy Businesses and that are not part of our ongoing operations have been separately presented on the face of our Consolidated Balance Sheets for all periods presented. See Note 4 - Discontinued Operations On January 23, 2017, we closed a transaction (the “NXSN Transaction”) with NXSN, pursuant to which all of the issued and outstanding common stock of Nexsan (to which all of the outstanding stock of CDI had been contributed) was transferred to NXSN in exchange for 50% of the issued and outstanding common stock of NXSN and a $25 million senior secured convertible promissory note (the “NXSN Note”). Spear Point Private Equity LP (“SPPE”), an affiliate of Spear Point Capital Management, LLC (“Spear Point”), owns the remaining 50% issued and outstanding shares of NXSN common stock and shares of NXSN non-voting preferred stock. As a result of the NXSN Transaction, we identified NXSN as a variable interest entity (“VIE”). We consolidate a VIE in our financial statements if we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is the party that has the power to direct activities that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. Following January 23, 2017, NXSN’s financial results are included in our Consolidated Financial Statements since we made the determination that we are the primary beneficiary of such VIE. Until January 23, 2017, as we owned 100% of the equity interest of Nexsan and CDI, the financial results of Nexsan and CDI were included in our Consolidated Financial Statements as wholly-owned subsidiaries. See Note 14 - Business Segment Information and Geographic Data On February 2, 2017, we closed a transaction with Clinton Group, Inc. (“Clinton”) which has facilitated the launch of our Asset Management Business, which consists of our investment advisory business conducted through GBAM (the “Capacity and Services Transaction”). See Note 6 - Intangible Assets and Goodwill Related Party Transactions On February 21, 2017, we effected a 1:10 reverse split of our common stock, without any change in the par value per share (the “Reverse Stock Split”) and decreased the number of authorized shares of our common stock from 100,000,000 to 10,000,000. All share and per share values of our common stock for all periods presented are retroactively restated for the effect of the Reverse Stock Split. In March 2017, ARRIVE was formed through a collaboration with Roc Nation, a full-service entertainment company founded by Shawn “JAY Z” Carter, Primary Venture Partners (“Primary”) and GBAM. Primary will serve as a venture advisor and GlassBridge will provide institutional and operational support. ARRIVE was created to invest alongside entrepreneurs and early stage businesses. Among other things, ARRIVE has launched a traditional venture fund in order to, among other activities, support existing portfolio companies through their subsequent growth stages and anticipates launching other special purpose investment vehicles to invest in private equity transactions. In June 2017, we launched our first GBAM-managed investment fund (the “GBAM Fund”) which focuses on technology-driven quantitative strategies and other alternative investment strategies. The fund initially performed in-line with expectations for 2017. However, we had a difficult time raising third-party capital due to the overall under-performance of the hedge fund industry. In Q4, 2018, after our internal business review and deliberations, we decided to temporarily close the GlassBridge Quantitative Equity Fund to save operating costs. The GBAM Fund’s financial results are included in our Consolidated Financial Statements as part of the Asset Management Business. See Note 14 - Business Segment Information and Geographic Data On July 20, 2017, the Company notified the NYSE of its intention to voluntarily delist its common stock from the NYSE. After much careful consideration and deliberation, our Board approved resolutions authorizing the Company to initiate voluntary delisting from the NYSE. The Board weighed several material factors in reaching this decision, including avoiding the risks that involuntary suspension of trading could cause and the importance of a controlled transition to the OTCQX to ensure the continuing availability of a market for trading our common stock. The last trading day on the NYSE was August 1, 2017. Our common stock began trading on the OTCQX under the symbol “GLAE” on August 2, 2017. On August 16, 2018, the Company consummated the NXSN Transaction, wherein the Company, through a series of transactions, sold its partially-owned subsidiary, the Nexsan Business, to StorCentric, Inc., a Delaware company affiliated with Drobo, Inc. For more information regarding the NXSN Transaction, please review the summary of the NXSN Transaction in Note 1 - Basis of Presentation to this report, and the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission as of August 16, 2018. The Company’s continued operations and ultimate ability to continue as a going concern will depend on its ability to enhance revenue and operating results, enter into strategic relationships or raise additional capital. The Company can provide no assurances that all or any of such plans will occur; and if the Company is unable to return to profitability or otherwise raise sufficient capital, there would be a material adverse effect on its business. Liquidity and Management Plan The Company has incurred operating and cash flows losses for several reporting periods and has a negative working capital balance of $0.2 million as of December 31, 2018. Negative working capital includes $4.9 million of remaining cash to fund our operations at least through the first quarter of 2020. These conditions raised substantial doubt about our ability to continue as a going concern. We have undertaken a financial and operation restructuring plan approved by our board prior to this reporting year. Accordingly, we are operating under that plan which includes executing changes to our business model. Management’s plan with respect to these matters, which we believe alleviates the substantial doubt, is as follows: ● Asset Management Business: ● Legacy Business: ● Corporate: ● Tax Refund: ● Pension Liabilities: ● Asset Monetization: Discontinued Operations Our cash balance and the short-term investment was $4.9 million as of December 31, 2018. Our liquidity needs for the next 12 months include the following: corporate expenses of approximately $2.0 million, pension obligation funding costs will be approximately $4.0 million (if we do not obtain funding relief from the Pension Benefit Guaranty Corporation and we are required to make the minimum pension contributions), legal settlement payment of $1.0 million to CMC and others of $0.5 million, and any cash shortfall associated with the Asset Management Business. We expect that our cash and short-term investments and potential cash flow from GBAM and asset monetization (i.e. monetizing $4.0 investment in Arrive) will provide liquidity sufficient to meet our obligations as they become due within one year from the date these financial statements are issued. We also plan to raise additional capital from non-strategic asset sales, or otherwise, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates. Foreign Currency. Cash Equivalents. Restricted Cash. In non-current assets of discontinued operations, we had $0.4 million and $1.7 million of restricted cash as of December 31, 2018 and December 31, 2017, respectively, which relates to cash set aside as indemnification for certain customers. Investments. Fair Value Measurements. Fair Value Measurements Trade Accounts Receivable and Allowances. Inventories. Basis of Presentation, Property, Plant and Equipment, net. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives. The estimated depreciable lives range from 10 to 20 years for buildings and 5 to 10 years for machinery and equipment. Leasehold and other improvements are amortized over the remaining life of the lease or the estimated useful life of the improvement, whichever is shorter. Depreciation expense was $0.3 million and $1.5 million all in discontinued operations for the years ended December 31, 2018 and 2017 respectively. Intangible Assets. Intangible Assets Impairment of Long-Lived Assets. Intangible Assets Restructuring. Revenue Recognition. Basis of Presentation, The majority of the Company’s former Nexsan products have both software and non-software components that together deliver the products’ essential functionality. The software is embedded within the hardware and sold together as a single storage solution to the customer. Accordingly, the software and non-software components do not qualify as separate units of accounting as prescribed in Accounting Standards Codification (“ASC”) 605-25 and are combined as a single unit of accounting. There are no situations where revenue is recognized separately for software. We also offered services in conjunction with our former Nexsan products which may include installation, training, hardware maintenance and software support. For such services that are determined to be essential to the functionality of the product, the product and services do not qualify as separate units of accounting as prescribed in ASC 605-25 and are combined as a single unit of accounting. In situations where the sale of our Storage and Security Solutions products and associated services qualify as multiple element arrangements, we allocate arrangement consideration to each unit of accounting based on its relative selling price, and revenue is recognized for each element when all the criteria for revenue recognition for such elements have been met. Revenue associated with stand-alone service arrangements (such as maintenance arrangements) that are sold separately is recorded ratably over the service period. Rebates that are provided to our customers are accounted for as a reduction of revenue at the time of sale based on an estimate of the cost to honor the related rebate programs. The rebate programs that we offer vary across our businesses as we serve numerous markets. The most common incentives relate to amounts paid or credited to customers that are volume-based and rebates to support promotional activities. Concentrations of Credit Risk. Basis of Presentation, Cost of Goods Sold. Basis of Presentation, Selling, General and Administrative (SG&A) Expenses. Research and Development Costs. Basis of Presentation, Rebates Received. Basis of Presentation, Income Taxes. We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax obligations based on expected taxable income, statutory tax rates and tax credits allowed in the various jurisdictions in which we operate. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some are temporary differences that will reverse over time. Temporary differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We must assess the likelihood that our deferred tax assets will be realized and establish a valuation allowance to the extent necessary. We record income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We measure deferred tax assets and liabilities using the enacted statutory tax rates that are expected to apply in the years in which the temporary differences are expected to be recovered or paid. Due to the Tax Reform Act’s reduction in corporate statutory tax rates effective after 2017, we had remeasured our deferred tax assets effective December 31, 2017 where appropriate. We regularly assess the likelihood that our deferred tax assets will be recovered in the future. In accordance with accounting rules, a valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered to be more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. If we determine it is more-likely-than-not that we will not realize all or part of our deferred tax assets, an adjustment to the deferred tax asset will be charged to earnings in the period such determination is made. Our income tax returns are subject to review by various U.S. and foreign taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Treasury Stock. Stock-Based Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Expected volatilities are based on historical volatility of our stock and are calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate for the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. We use historical data and management judgment to estimate option exercise and employee termination activity within the valuation model. The expected term of stock options granted is based on historical data and represents the period of time that stock options granted are expected to be outstanding. It is calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we consider the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield, if applicable, is based on the latest dividend payments made on or announced by the date of the grant. Forfeitures are estimated based on historical experience and current demographics. See Note 8 - Stock-Based Compensation Income (Loss) per Common Share. Diluted income (loss) per common share is computed on the basis of the weighted average basic shares outstanding plus the dilutive effect of our stock-based compensation plans using the “treasury stock” method. Since the exercise price of our stock options is greater than the average market price of the Company’s common stock for the period, we did not include dilutive common equivalent shares for these instruments in the computation of diluted income (loss) per common share because the effect would be anti-dilutive. See Note 3 - Income (Loss) per Common Share Adoption of New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 (“Topic 606”) Revenue from Contracts with Customers. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605 Revenue Recognition (“Topic 605”) and requires entities to recognize revenue when control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Topic 606 only applied to the Nexsan Business, which is reflected in discontinued operations. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU No. 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding income and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (“OCI”). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). ASU No. 2016-01 also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (“FVO”) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. This standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company adopted this ASU in the first quarter of 2018 and there was no material impact to its consolidated results of operations and financial condition. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under ASU No. 2016-18, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. For the Company, this ASU became effective January 1, 2018 and entities were required to apply the standard’s provisions on a retrospective basis. The Company adopted this ASU in the first quarter of 2018 and there was no material impact to its consolidated statements of cash flows. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements related to the presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. This ASU requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. In addition, only service costs are eligible for capitalization. The standard was effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company retrospectively adopted ASU No. 2017-07 during the first quarter of 2018. The adoption of ASU 2017-07 resulted in the reclassification of ($2.9) million and $1.4 million of the Company’s net periodic pension cost, other than service cost, from “Selling, general and administrative” into “Other income (expense), net” in the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2018 and 2017, respectively. In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU No. 2018-03 clarify certain aspects of the guidance issued in ASU No. 2016-01 and are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The Company adopted this ASU in the third quarter of 2018 and there was no material impact to its consolidated results of operations and financial condition. New Accounting Pronouncements to Be Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees with capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company does not expect this standard to have a material effect on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU seeks to help entities reclassify certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), enacted on December 22, 2017. ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate. The amendments of this ASU allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 31, 2018; however, public business entities are allowed to early adopt the amendments of ASU 2018-02 in any interim period for which the financial statements have not yet been issued. The amendments of this ASU may be applied either at the beginning of the period (annual or interim) of adoption or retrospectively to each of the period(s) in which the effect of the change in the U.S. federal corporate tax rate in the Tax Reform Act is recognized. The Company does not expect this standard to have a material effect on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. The ASU also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606, Revenue from Contracts with Customers. The ASU requires a modified retrospective transition approach. For the Company, the ASU is effective as of January 1, 2019. The Company does not expect this standard to have a material effect on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-08, Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. The ASU applies to entities that receive or make contributions, which primarily are not-for-profit entities but also affects business entities that make contributions. In the context of business entities that make contributions, the FASB clarified that a contribution is conditional if the arrangement includes both a barrier for the recipient to be entitled to the assets transferred and a right of return for the assets transferred (or a right of release of the business entity’s obligation to transfer assets). The recognition of contribution expense is deferred for conditional arrangements and is immediate for unconditional arrangements. The ASU requires modified prospective transition to arrangements that have not been completed as of the effective date or that are entered into after the effective date, but full retrospective application to each period presented is permitted. For the Company, the ASU is effective as of January 1, 2019. The Company does not expect this standard to have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amends ASU No. 2016-02, Leases. The new ASU includes certain clarifications to address potential narrow-scope implementation issues which the Company is incorporating into its assessment and adoption of ASU No. 2016-02. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. The Company does not expect this standard to have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASU No. 2016-02, Leases. The new ASU offers an additional transition method by which entities may elect not to recast the comparative periods presented in financial statements in the period of adoption and allows lessors to elect a practical expedient to not separate lease and non-lease components when certain conditions are met. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. The Company does not expect this standard to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. For the Company, the ASU is effective as of January 1, 2020. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires a retrospective transition approach. For the Company, the ASU is effective as of January 1, 2021. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Note 3 — Income (Loss) per Common Share The following table sets forth the computation of the weighted average basic and diluted income (loss) per share: Years Ended December 31, 2018 2017 (In millions, except per share amounts) Numerator: Loss from continuing operations $ (8.7 ) $ (2.3 ) Income (loss) from discontinued operations, net of income taxes 12.8 (6.1 ) Net income (loss) $ 4.1 $ (8.4 ) Denominator: Weighted average number of diluted shares outstanding during the period - basic and diluted 5.1 4.7 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (1.71 ) $ (0.49 ) Discontinued operations 2.51 (1.30 ) Net income (loss) $ 0.80 $ (1.79 ) Anti-dilutive shares excluded from calculation 0.1 0.3 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 — Discontinued Operations The NXSN Sale Background of Sale On August 16, 2018, the Company completed the disposition of its entire interest in the Nexsan Business, as described herein. On August 16, 2018, we simultaneously acquired all of the capital stock of NXSN Acquisition Corp. (together with its subsidiaries, “NXSN”) from Humilis Holdings Private Equity LP f/k/a Spear Point Private Equity LP (“Humilis”) and sold all of the capital stock of the Nexsan Group (as defined herein)(collectively the “NXSN Sale”) to StorCentric, Inc. (the “Buyer”), a newly-incorporated Delaware company affiliated with Drobo, Inc., a Delaware corporation (“Drobo”) for $5,675,000. As previously reported, NXSN owned all of the issued and outstanding shares of capital stock (the “Nexsan Shares”) of Nexsan Corporation, a Delaware corporation (“Nexsan”); and Nexsan owns all of the outstanding capital stock of the following companies: Nexsan Technologies Limited, an England and Wales entity (“Nexsan UK”), Nexsan Technologies Incorporated, a Delaware corporation (“Nexsan US”), Connected Data, Inc., a California corporation (“Connected Data”), 6360319 Canada Inc and 6360246 Canada Inc, Canadian corporations (“First Canadian Entity” and collectively with Nexsan UK, Nexsan US, Connected Data, the “Direct Subsidiaries”); and First Canadian Entity owns all of the outstanding capital stock of Nexsan Technologies Canada, Inc., a Canadian corporation (“Nexsan Canada” and collectively with the Second Canadian Entity, the “Indirect Subsidiaries” and the Indirect Subsidiaries collectively with the Direct Subsidiaries and Nexsan, the “Nexsan Group”). Prior to the NXSN Sale, we owned fifty percent of the common stock of NXSN and a Senior Secured Convertible Note of NXSN dated January 23, 2017 (the “NXSN Note”) in the original principal amount of $25,000,000 which Note was declared in default on November 14, 2017. The NXSN Note is secured in favor of the Company by that certain Guaranty and Security Agreement dates as of January 23, 2017 by and among NXSN, Nexsan, the Company and the other participants thereto (the “NXSN Security Agreement”) pursuant to which inter alia Nexsan, Connected Data and Nexsan US, collectively, had guaranteed the obligations of NXSN under the NXSN Note (collectively, the “Nexsan Guaranty”). We had pledged the NXSN Note as security for that certain GlassBridge Enterprises, Inc. Secured Promissory Note dated September 28, 2017 (the “GlassBridge Note”) issued in favor of IOENGINE, LLC, a Delaware limited liability company(“IOENGINE”) in the original principal amount of $4,000,000 pursuant to that certain Pledge Agreement dated September 28, 2017 by and between the Company and IOENGINE (the “GlassBridge Pledge Agreement”), in connection with the settlement of litigation with IOENGINE. The Company had acquired from Connected Data a Promissory Note dated May 15, 2015 made by Drobo initially in favor of Connected Data (including the related along, the “Drobo Note”). Description of Sale and Material Agreements As the first step in the NXSN Transaction, the Company caused NXSN to enter into an Exchange Agreement dated as of August 16, 2018 with Humilis (the “NXSN-Humilis Agreement”) pursuant to which NXSN agreed to grant Humilis an option to purchase the Nexsan Shares (the “Share Option”), equal to an aggregate of 140,000,500 shares of NXSN common stock and 5,600,000 shares of NXSN preferred stock, as set forth in an assignable Option Agreement dated as of an even date with the NXSN-Humilis Agreement (the “Option Agreement”) in exchange, inter alia, for the transfer to the Company of all of Humilis’ equity interests in NXSN. Such Option Agreement was then assigned to Humilis Holdings LLC, an affiliate of Humilis, which, in turn, assigned the Option Agreement to Buyer pursuant to an Assignment of Contract by and between Humilis Holdings LLC and Buyer (the “Buyer-Humilis Assignment”), after which Buyer exercised the Share Option in accordance with the terms of the Option Agreement by entering into that certain Stock Purchase Agreement, dated August 16, 2018 (the “SPA”), by and among StorCentric, Inc., as Buyer, NXSN, as Seller, and the Company as Parent, contemplating gross proceeds in the amount of $5,675,000 (the “SPA Gross Proceeds”). Subject to the terms and conditions of the SPA and the ancillary agreements referred to in the SPA (the “Ancillary Agreements”) (i) the Company and NXSN caused the Nexsan Guaranty and all encumbrances on the Nexsan Shares and the assets and business of Nexsan and the Nexsan Subsidiaries, including under the NXSN Security Agreement to be released, (ii) NXSN transferred all right, title and interest in and to the Nexsan Shares to Buyer free and clear of all encumbrances, (iii) Buyer paid off any and all amounts due and owing under the GlassBridge Note out of the purchase price otherwise payable to NXSN in accordance with that certain Pre-Pay Agreement dated as of August 13, 2018 by and among IOENGINE, the Company and Scott McNulty (the “IOENGINE Pre-Payment Agreement”), being Two Million Two Hundred Fifty Thousand Dollars ($2,250,000; (iv) in accordance with that certain Settlement Agreement and Mutual Release dated August 10, 2018 entered into inter alia, by NXSN, Nexsan US and Humilis (the “NTI A/R Settlement Agreement”) regarding the Receivables Litigation (as defined in the SPA), Nexsan US paid the Payment (as defined therein); (v) Buyer paid NXSN the Consideration described in the SPA to NXSN as payment in full for the purchase of the Shares, (vi) the Company delivered a certification that the original signed Drobo Note cannot be located (with appropriate indemnities) to Buyer and the Drobo Note was deemed to be cancelled, and (vii) all obligations of the Nexsan and the Nexsan Subsidiaries toward the Company or NXSN (other than the obligations under the SPA) were extinguished. The SPA also provided for the placement in an Escrow Account $650,000 of the Consideration (the “Escrowed Funds”) to be held as a possible source of indemnification by NXSN and the Company for any indemnifiable costs or liabilities arising within 18 months of the NXSN Transaction. The Company does not believe any of the Escrowed Funds should be used; and should therefore be remitted to the Company on or about February 16, 2020.Furthermore, The SPA provided for the working capital adjustment toward the SPA Gross Proceeds based on the difference between the actual working capital on July 31, 2018 and the working capital target. Upon deducting the Escrowed Funds and payment made to IOENGINE pursuant to the IOENGINE Pre-Payment Agreement from the SPA Gross Proceeds, the Company received a cash payment of Two Million Seven Hundred Seventy-five Thousand Dollars ($2,775,000.00) in connection with the SPA. The foregoing is a summary of the NXSN Transaction and is qualified in its entirety by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission as of August 16, 2018. The Legacy Businesses In September 2015, the Company adopted a restructuring plan (the “Restructuring Plan”) approved by the Board of Directors of the Company (the “Board”) which began the termination process of our Legacy Businesses. Strategically, our Board and management determined that there was not a viable plan to make the Legacy Businesses successful and, accordingly, we began to aggressively wind down these businesses in an accelerated manner via the Restructuring Plan. On January 4, 2016, the Company closed on the sale of its Memorex trademark and receivables associated with two associated trademark licenses to DPI Inc., a St. Louis-based branded consumer electronics company for $9.4 million. The Restructuring Plan also called for the aggressive rationalization of the Company’s corporate overhead and focused on reducing our operating losses. As of December 31, 2016, the wind-down of our Legacy Businesses was substantially complete. We have effectively terminated all employees associated with our Legacy Businesses and ceased all operations, including revenue-producing activities. As of December 31, 2018, we have substantially collected all our outstanding receivables and settled all of our outstanding payables associated with these businesses. On December 28, 2018, GlassBridge entered into a Purchase Agreement with Hilco IP Services LLC d/b/a Hilco Streambank, a Delaware limited liability company as purchaser (the “Purchaser”), whereby Purchaser would acquire GlassBridge’s right, title and interest in and to certain IPv4 internet protocol addresses for an aggregate purchase price of $950,000 (the “Address Purchase Agreement”) to be held in escrow subject to the subsequent sale of the IPv4 addresses. On February 15, 2019, GlassBridge and Purchaser entered into a Letter Agreement to complete the transactions contemplated in the Address Purchase Agreement (the “Letter Agreement”). Pursuant to the terms of the Letter Agreement: (1) GlassBridge (i) delivered an executed bill of sale to Purchaser, (ii) delivered ten (10) blank signed American Registry for Internet Numbers (“ARIN”) Officer Attestation Forms (the “ARIN Forms’) to Purchaser and (iii) designated Purchaser or Purchaser’s designee, as applicable, as a point of contact on GlassBridge’s ARIN accounts as necessary; and (2) Purchaser instructed the escrow agent to release $750,000 to GlassBridge, with $200,000 to remain in escrow. Results of Discontinued Operations The operating results for the Legacy Businesses and the Nexsan Business are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented and reflect revenues and expenses that are directly attributable to these businesses that were eliminated from our ongoing operations. The key components of the results of discontinued operations were as follows: For the Years Ended December 31, 2018 2017 (In millions) Net revenue $ 24.8 $ 36.8 Cost of goods sold 13.7 20.0 Gross profit 11.1 16.8 Selling, general and administrative 8.1 24.7 Research and development 2.4 8.1 Intangible impairment — 2.7 Goodwill impairment — 3.8 Restructuring and other (3.8 ) (21.8 ) Other net expense (1.7 ) 2.1 Income (loss) from discontinued operations, before income taxes 6.1 (2.8 ) Gain on sale of discontinued businesses, before income taxes 6.4 — Income tax (provision) benefit 0.3 (3.3 ) Income (loss) from discontinued businesses, net of income taxes $ 12.8 $ (6.1 ) Net income of discontinued operations for year ended December 31, 2018 increased by $18.9 million compared to the year ended December 31, 2017 mainly due to the income on the sale of the Nexsan Business of $6.4 million, lower selling, general and administrative, research and development and tax expenses, restructuring and other income of $3.8 million primarily related to a $1.9 million gain related to a final early payment of the IOENGINE Note and $1.0 million from the sale of internet protocol addresses with the Address Purchase Agreement. The restructuring amount in the year ended December 31, 2017 primarily included a settlement of the CMC and IOENGINE lawsuits and other customer and vendor balances. Restructuring and other also includes the net loss attributable to noncontrolling interest of $0.6 million for the year ended December 31, 2018 and $10.2 million or the year ended December 31, 2017. These amounts were reclassified to discontinued operations due to the sale of the Nexsan Business in the period ending September 30, 2018. The depreciation and amortization expenses recorded as part of income (loss) from discontinued operations (included in selling, general and administrative and research and development expenses in table above) were $0.3 and $2.0 million for the year ended December 31, 2018 and 2017, respectively. Lease expense recorded as part of income (loss) from discontinued operations (included in selling, general and administrative expenses in table above) were $0.5 million and $1.1 million for the years ending December 31, 2018 and 2017, respectively. This expense was related to the Nexsan Business and the Company is no longer obligated under the lease, since Nexsan was sold. The income tax (provision) benefit related to discontinued operations was $0.3 million and ($3.3) million for the years ended December 31, 2018 and 2017, respectively. See Note 10 - Income Taxes Current assets of discontinued operations of $2.4 million as of December 31, 2018 included $0.7 million of accounts receivable, $1.0 million related to the funds held in escrow for the Address Purchase Agreement and $0.7 million of other current assets. Current assets of discontinued operations as of December 31, 2017 of $11.5 million included $5.8 million of accounts receivable, $3.5 million of inventory, $2.2 million of other current assets. The decrease of the current assets in 2018 was primarily due to the divestiture of the Nexsan Business. Current liabilities of discontinued operations of $4.6 million as of December 31, 2018 included $1.7 million of accounts payable, $1.0 million due to CMC, and $2.2 million of other current liability amounts. Current liabilities of discontinued operations of $20.2 million as of December 31, 2017 included $7.2 million of deferred revenue, accounts payable of $6.7 million, $0.7 million of customer credit and rebate accruals and $5.6 million of other current liabilities. The decrease of the current liabilities in 2018 was primarily due to the divestiture of the Nexsan Business. Other liabilities of discontinued operations of $2.2 million as of December 31, 2018 included $0.5 million of withholding tax, $0.6 million of tax contingencies, and $1.1 million of other liabilities. Other liabilities of discontinued operations of $13.6 million as of December 31, 2017 included $4.1 million due to IOENGINE, $1.0 million due to CMC, $1.0 million of withholding tax, $0.9 million of tax contingencies and $6.6 million of other liabilities, which is mostly related to the Nexsan Business. See Note 15 - Litigation, Commitments and Contingencies |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Note 5 — Supplemental Balance Sheet Information Additional supplemental balance sheet information is provided below. Other assets as of December 31, 2018 and December 31, 2017 include a $4.0 million strategic investment in equity securities, which is consistent with our stated strategy of exploring a diverse range of new strategic asset management business opportunities for our portfolio. We account for such investments under the cost method of accounting. In addition, other assets as of December 31, 2018 include a $1.1 million minimum tax refund, escrowed funds related to the NXSN sale of $0.7 million and $0.3 million of other assets. Other assets as of December 31, 2017 also include a $2.1 million minimum tax refund and $0.3 million of other assets. Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2018 2017 (In millions) Accrued payroll $ 0.2 $ 0.6 Levy accruals 0.3 5.6 Pension minimum contributions 1.9 — Other current liabilities 0.7 1.4 Total other current liabilities $ 3.1 $ 7.6 Other liabilities as of December 31, 2018 include pension liabilities of $23.0 million and other liabilities of $0.7 million. Other liabilities as of December 31, 2017 include pension liabilities of $24.3 million and other liabilities of $0.9 million. See Note 9 - Retirement Plans |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 — Intangible Assets Intangible Assets Intangible assets as of December 31, 2017 consist of intangible assets acquired when we closed the Capacity and Services Transaction with Clinton on February 2, 2017. The Capacity and Services Transaction allows for GBAM to place up to $1 billion of investment capacity under Clinton’s management within Clinton’s quantitative equity strategy for an initial term of five years, for which the Company issued to Clinton’s affiliate Madison Avenue Capital Holdings, Inc. 1,250,000 shares of its common stock as consideration. We recorded the 1,250,000 shares of common stock issued as an intangible asset and calculated a fair value of $10.1 million using our closing stock price on February 2, 2017. We are amortizing the $10.1 million on a straight-line basis over the five-year term. See Note 16 - Related Party Transactions In 2018, our fund underperformed, and our only third-party investor redeemed its investment in the second quarter. During an investor earnings call on November 13, 2018, we informed shareholders that “In light of recent underperformance in the overall quantitative space and resultant headwinds, we are currently conducting a complete business review. This involves all areas of our business including implementing cost-reduction programs, evaluating the viability of certain initiatives as well as pursuing strategic transactions that can complement or supplement our existing businesses.” In the fourth quarter, after our internal business review and deliberations the management team decided to temporarily close the GlassBridge Quantitative Equity Fund to save operating costs. The decision was discussed in a board meeting on November 28, 2018. While the Company will continue to pursue the quantitative fund business in Asia and Europe, the decision to temporarily close the fund had a significant impact on the asset management business’ revenue projection. This resulted in a triggering event which required us to review our intangible asset for impairment. In assessing recoverability of the intangible assets, we compared the carrying amount of the intangible asset with its estimated fair value with fair value calculated using estimated undiscounted future cash flows. The fair value of the intangible is zero. Consequently, we recorded a full impairment charge of $6.3 million for the net remaining intangible assets balance related to the Clinton Capacity transaction in the fourth quarter of 2018. The following table presents the remaining intangible assets balance as of December 31, 2018 and 2017: 2018 2017 (In millions) Cost $ — $ 10.1 Accumulated amortization — (1.9 ) Intangible assets, net $ — $ 8.2 The following table presents the changes in intangible assets: Intangible Assets (In millions) December 31, 2017 $ 8.2 Amortization (1.9 ) Impairment charges (6.3 ) December 31, 2018 $ — Amortization expense from continuing operations for intangible assets consisted of the following: Years Ended December 31, 2018 2017 (In millions) Amortization expense $ 1.9 $ 1.9 Based on the intangible assets in service as of December 31, 2018, estimated amortization expenses for each of the next five years ending December 31 is as follows: 2019 2020 2021 2022 2023 (In millions) Amortization expense $ — $ — $ — $ — $ — |
Restructuring and Other Expense
Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expense | Note 7 — Restructuring and Other Expense Restructuring expenses generally include severance and related charges, lease termination costs and other costs related to restructuring programs. Employee-related severance charges are largely based upon distributed employment policies and substantive severance plans. Generally, these charges are reflected in the period in which the Board approves the associated actions, the actions are probable, and the amounts are estimable which may occur prior to the communication to the affected employee(s). This estimate considers all information available as of the date the financial statements are issued. Restructuring and Other Expense The components of our restructuring and other expense for our continuing operations included in our Consolidated Statements of Operations were as follows: Years Ended December 31, 2018 2017 (In millions) Restructuring Expense: Severance and related $ 0.2 $ 0.7 Other (1) — (1.9 ) Total restructuring $ 0.2 $ (1.2 ) Other Expense: Pension settlement/curtailment (Note 9) $ — $ 1.1 German levy settlement (Note 15) (5.0 ) — Other — (0.1 ) Total other $ (5.0 ) $ 1.0 Total $ (4.8 ) $ (0.2 ) (1) Restructuring Accruals The restructuring accrual balance was $0.1 million and $0.0 million as of December 31, 2018 and 2017, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 8 — Stock-Based Compensation Stock compensation consisted of the following: Years Ended December 31, 2018 2017 (In millions) Stock compensation expense $ — $ (0.1 ) We have stock-based compensation awards outstanding under four plans (collectively, the Stock Plans). We have stock options outstanding under our 2000 Stock Incentive Plan (2000 Incentive Plan) and 2005 Stock Incentive Plan (2005 Incentive Plan), and we have stock options and restricted stock outstanding under our 2008 Stock Incentive Plan (2008 Incentive Plan). We have stock options, restricted stock and SARs outstanding under our 2011 Stock Incentive Plan (2011 Incentive Plan). Restricted stock granted and stock option awards exercised are issued from our treasury stock. The purchase of treasury stock is discretionary and will be subject to determination by our Board of Directors each quarter following its review of our financial performance and other factors. No further shares are available for grant under the 2000 Incentive Plan, the 2005 Incentive Plan or the 2008 Incentive Plan. Stock-based compensation awards issued under these plans generally have terms of ten years and, for employees, vest over a four-year period. Awards issued to directors under these plans become fully exercisable on the first anniversary of the grant date. Stock options granted under these plans are not incentive stock options. Exercise prices of awards issued under these plans are equal to the fair value of the Company’s stock on the date of grant. As of December 31, 2018, there were 10,802 stock-based compensation awards outstanding that were issued under these plans and consist of stock options and restricted stock. The 2011 Incentive Plan was approved and adopted by our shareholders on May 4, 2011 and became effective immediately. The 2011 Incentive Plan was amended and approved by our shareholders on May 8, 2013. The 2011 Incentive Plan permits the grant of stock options, SARs, restricted stock, restricted stock units, dividend equivalents, performance awards, stock awards and other stock-based awards. The aggregate number of shares of our common stock that may be issued under all stock-based awards made under the 2011 Incentive Plan is 934,300. The number of shares available for awards, as well as the terms of outstanding awards, is subject to adjustments as provided in the 2011 Incentive Plan for stock splits, stock dividends, recapitalization and other similar events. Awards may be granted under the 2011 Incentive Plan until the earlier to occur of May 3, 2021 or the date on which all shares available for awards under the 2011 Incentive Plan have been granted; provided, however, that incentive stock options may not be granted after February 10, 2021. Stock-based compensation awards issued under the 2011 Incentive Plan generally have a term of ten years and, for employees, vest over a three-year period. Awards issued to directors under this plan become fully exercisable on the first anniversary of the grant date. Stock options granted under these plans are not incentive stock options. Exercise prices of awards issued under these plans are equal to the fair value of the Company’s stock on the date of grant. As of December 31, 2018, we had 41,956 of stock-based compensation awards consisting of stock options and restricted stock outstanding under the 2011 Incentive Plan. As of December 31, 2018, there were 288,295 shares available for grant under our 2011 Incentive Plan. Stock Options The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Volatility was calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate of return was determined by using the U.S. Treasury yield curve in effect at the time of grant. The expected term was calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we considered the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield was based on the latest dividend payments made on or announced by the date of the grant. The weighted average assumptions used in the valuation of options are not applicable for the years ended December 31, 2018 and 2017 as no options were granted over this time. 2018 2017 Volatility N/A N/A Risk-free interest rate N/A N/A Expected life (months) N/A N/A Dividend yield N/A N/A The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding December 31, 2016 286,706 $ 77.51 3.8 Canceled (71,400 ) 80.23 Forfeited (25,841 ) 16.42 Outstanding December 31, 2017 189,466 $ 84.81 1.8 Canceled (166,708 ) 84.96 Outstanding December 31, 2018 22,758 $ 83.67 0.2 Exercisable as of December 31, 2017 22,758 $ 83.67 0.2 No options were granted during the years ended December 31, 2018 and 2017. The aggregate intrinsic value of all outstanding stock options was $0.0 million as of December 31, 2018 and 2017. There were no options exercised in 2018 or 2017. Total stock-based compensation expense associated with stock options related to continuing operations recognized in our Consolidated Statements of Operations for the years ended December 31, 2018 and 2017 was $(0.3) million and 0.1 million, respectively. As of December 31, 2018, there was no unrecognized compensation expense related to outstanding stock options. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2018 or 2017. Restricted Stock The following table summarizes our restricted stock activity: Restricted Stock Weighted Average Grant Date Fair Value Per Share Nonvested as of December 31, 2016 79,925 $ 20.64 Granted 206,666 3.36 Vested (5,404 ) 10.00 Forfeited (67,205 ) 22.84 Nonvested as of December 31, 2017 213,982 $ 3.53 Granted 160,146 1.13 Vested (298,136 ) 1.68 Forfeited (45,992 ) 4.86 Nonvested as of December 31, 2018 30,000 $ 7.03 Of the restricted stock granted during the years ended December 31, 2018 and 2017, none of the shares were performance-based. The total fair value of shares that vested during the years 2018 and 2017 was $0.5 million and $0.1 million, respectively. Total stock-based compensation expense associated with restricted stock relating to continuing operations recognized in our Consolidated Statements of Operations for the years ended December 31, 2018 and 2017 was $0.3 million and $(0.2) million, respectively. This expense would result in a related tax benefit of $0.1 million and taxes of $0.1 million for the years ended December 31, 2018 and 2017, respectively. However, these tax benefits are included in the U.S. deferred tax assets which are subject to a full valuation allowance and due to the valuation allowance, we did not recognize the related tax benefit in 2018 or 2017. As of December 31, 2018, there was $0.1 million of total unrecognized compensation expense related to outstanding restricted stock. That expense is expected to be recognized over a weighted average period of 1.2 years. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2018 or 2017. Stock Appreciation Rights (SARs) The following table summarizes our stock appreciation rights activity: Stock Appreciation Rights Outstanding as of December 31, 2016 209,962 Granted — Canceled (138,526 ) Outstanding as of December 31, 2017 71,436 Granted — Canceled (71,436 ) Outstanding as of December 31, 2018 — The Company did not grant any SARs for the years ended December 31, 2018 and 2017. During the year ended December 31, 2015, we granted 0.3 million SARs under the 2011 Incentive Plan to certain employees associated with our former Nexsan and IronKey operations. These awards expired on December 31, 2017 and could only vest if both stock price and revenue performance conditions specified by the terms of the SARs were met. As of December 31, 2018, and 2017, we had not recorded any compensation expense associated with these SARs based on the applicable accounting rules. The stock price and performance conditions were not met for the outstanding SARs and such SARs were canceled. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 9 — Retirement Plans Pension Plans We have various non-contributory defined benefit pension plans covering employees in the United States (the “U.S. plan”) and Germany (the “German plan”) employed prior to January 1, 2010. Total pension expense was $0.5 million and $0.8 million in 2018 and 2017, respectively. The measurement date of our pension plans is December 31st. We contributed $0.8 million to our worldwide pension plans related to the plan year ending December 31, 2018. Traditionally, the Company has made contributions consistent with the funding requirements of the plan and which are set forth in applicable benefits laws and local tax laws. The Company did not, however, make required contributions of $2.1 million that were due in 2018 and are recorded as other current liabilities. In addition to the foregoing, the Company did not make a required contribution of approximately $0.4 million, which was due on January 15, 2019. The Company did not make the required payments due to pending discussions with the Pension Benefit Guaranty Corporation (“PBGC”) in which the Company is discussing potential options seeking relief of funding obligations. If the Company does not receive any relief from the PBGC, approximately $4.5 million in contributions would be required to fund the pension plan in the next twelve months. There is, and can be no guaranty, that the Company will receive relief from the PBGC. Effective January 1, 2010, the U.S. plan was amended to exclude new hires and rehires from participating in the plan. In addition, we eliminated benefit accruals under the U.S. plan as of January 1, 2011, thus “freezing” the defined benefit pension plan. Under the plan freeze, no pay credits were made to a participant’s account balance after December 31, 2010. However, interest credits will continue in accordance with the annual update process. For the U.S. plan, employees who have completed three years or more of service, including service with 3M Company before July 1, 1996, or who have reached age 65, are entitled to pension benefits beginning at normal retirement age (65) based primarily on employees’ pay credits and interest credits. Through December 31, 2009, pay credits were made to each eligible participant’s account equal to six percent of that participant’s eligible earnings for the year. Beginning on January 1, 2010 and through December 31, 2010, pay credit contributions were reduced to three percent of each participant’s eligible earnings. In conjunction with the plan freeze, no additional pay credits were made to a participant’s account balance after December 31, 2010. A monthly interest credit is made to each eligible participant’s account based on the participant’s account balance as of the last day of the preceding year. The interest credit rate is established annually and is based on the interest rate of certain low-risk debt instruments. The interest credit rate was 2.80 percent for 2018. In accordance with the annual update process, the interest credit rate will be 3.36 percent for 2019. In connection with actions taken under our announced restructuring programs, the number of employees accumulating benefits under our pension plan in the United States continues to decline. Participants in our U.S. plan have the option of receiving cash lump sum payments when exiting the plan, which a number of participants exiting the plan have elected to receive. Lump sum payments in 2017 exceeded the service and interest costs associated with that year. As a result, a partial settlement event occurred in that year and, accordingly, we recognized a settlement loss of $1.1 million during the year ended 2017. This settlement loss is included in restructuring and other in our Consolidated Statements of Operations. The U.S. plan permits four payment options: a lump-sum option, a life income option, a survivor option or a period certain option. The benefit obligations and plan assets, changes to the benefit obligations and plan assets, and the funded status of the defined benefit pension plans were as follows: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Change in benefit obligation Benefit obligation, beginning of year $ 63.7 $ 64.9 $ 26.8 $ 24.1 Interest cost 2.2 2.5 0.4 0.4 Actuarial (gain) loss (2.0 ) 2.5 (0.3 ) (0.1 ) Benefits paid (2.5 ) (2.5 ) (1.0 ) (1.0 ) Settlement payments (1.8 ) (3.7 ) — — Foreign exchange rate changes — — (1.3 ) 3.4 Projected benefit obligation, end of year $ 59.6 $ 63.7 $ 24.6 $ 26.8 Change in plan assets Fair value of plan assets, beginning of year $ 48.8 $ 49.8 $ 17.5 $ 15.2 Actual return on plan assets (2.2 ) 4.8 0.3 1.1 Foreign exchange rate changes — — (0.8 ) 2.1 Company contributions 0.8 0.4 — 0.1 Benefits paid (2.5 ) (2.5 ) (1.0 ) (1.0 ) Settlement payments (1.8 ) (3.7 ) — — Fair value of plan assets, end of year 43.1 48.8 16.0 17.5 Funded status of the plan, end of year $ (16.5 ) $ (14.9 ) $ (8.6 ) $ (9.3 ) Amounts recognized in our Consolidated Balance Sheets consisted of the following: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Current liabilities (2.1 ) — — — Noncurrent liabilities (14.4 ) (14.9 ) (8.6 ) (9.3 ) Accumulated other comprehensive loss — pre-tax — 18.9 8.9 9.8 Pre-tax amounts recognized in accumulated other comprehensive loss consisted of the following: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Net actuarial loss $ 21.8 $ 18.9 $ 8.9 $ 9.8 Total $ 21.8 $ 18.9 $ 8.9 $ 9.8 The following table includes information for pension plans with an accumulated benefit obligation in excess of plan assets. United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Projected benefit obligation, end of year $ 59.6 $ 63.7 $ 24.6 $ 26.8 Accumulated benefit obligation, end of year 59.6 63.7 24.6 26.8 Plan assets at fair value, end of year 43.1 48.8 16.0 17.5 Components of net periodic pension cost included the following: United States Germany Years Ended December 31, Years Ended December 31, 2018 2017 2018 2017 (In millions) Interest cost 2.1 2.5 0.4 0.4 Expected return on plan assets (3.1 ) (3.3 ) (0.6 ) (0.6 ) Amortization of net actuarial loss 0.4 0.3 0.3 0.4 Net periodic pension cost (credit) (0.6 ) (0.5 ) 0.1 0.2 Settlements and curtailments — 1.1 — — Total pension cost $ (0.6 ) $ 0.6 $ 0.1 $ 0.2 The German plan is the only remaining international plan and incurred pension costs of $0.1 million and $0.2 million for the years ended December 31, 2018 and 2017, respectively. The estimated net actuarial loss, prior service credit and net obligations at transition for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit costs in 2019 are a $0.8 million loss, $0.0 million and $0.0 million, respectively. Assumptions used to determine benefit obligations were as follows: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 Discount rate 4.25 % 3.50 % 1.7 % 1.56 % Rate of compensation increase — % — % — % — % Assumptions used to determine net periodic benefit costs were as follows: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 Discount rate 3.5 % 4.00 % 1.7 % 1.56 % Expected return on plan assets 6.5 % 6.50 % 3.5 % 3.50 % Rate of compensation increase — % — % — % — % The discount rate for the U.S. plan is determined through a modeling process utilizing a customized portfolio of high-quality bonds whose annual cash flows cover the expected benefit payments of the plan, as well as comparing the results of our modeling to other corporate bond and pension liability indices. Appropriate benchmarks are used to determine the discount rate for the international plans. The expected long-term rate of return on assets assumption is derived from a study conducted by our actuaries and investment managers that includes a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits. While the study considers recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate. The expected long-term rate of return on assets assumption for the German plan reflects the investment allocation and expected total portfolio returns specific to that plan and country. Beginning in 2011, the projected salary increase assumption was not applicable for the U.S. plan due to the elimination of benefit accruals as of January 1, 2011. Beginning in 2016, it was no longer applicable for the German plan. The mortality table for the U.S. plan used the RP 2014 Mortality Table adjusted and projected with the MP-2018 Improvement Scale for December 31, 2018. The plans’ asset allocations by asset category were as follows: United States International As of December 31, As of December 31, 2018 2017 2018 2017 Short-term investments 12 % 1 % — % — % Fixed income securities 27 % 27 % — % — % Equity securities 61 % 72 % — % — % Insurance contracts — % — % 100 % 100 % Total 100 % 100 % 100 % 100 % For the U.S. plan, we maintain target allocation percentages among various asset classes based on an investment policy established for the plan, which is designed to achieve long-term objectives of return, while mitigating against downside risk and considering expected cash flows. The current target asset allocation includes equity securities at 65 percent, fixed income securities at 25 percent and other investments of 10 percent. Other investments include short-term investments and absolute return strategy funds which are investments designed to achieve a certain return. Management reviews our U.S. investment policy for the plan at least annually. Outside the U.S., the investment objectives are similar to the U.S., subject to local regulations. In some countries, a higher percentage allocation to fixed income securities is required. As of December 31, 2018, the following reflects estimated future benefit payments in each of the next five years and in the aggregate for the five years thereafter: United States International (In millions) 2019 $ 14.5 $ 1.0 2020 4.0 1.0 2021 4.4 1.1 2022 4.0 1.1 2023 4.3 1.1 2022-2026 17.3 5.6 The assets in our defined benefit pension plans are measured at fair value on a recurring basis (at least annually). A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Following is a description of the valuation methodologies used for assets measured at fair value. Short-term investments. Mutual funds. Common stocks. Comingled trust funds. Insurance contracts These methods may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while we believe the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different value measurement. Investments, in general, are subject to various risks, including credit, interest and overall market volatility risks. The fair value of the plan assets by asset category were as follows: United States December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 5.2 $ 5.2 $ — $ — Mutual Funds Equity securities US small cap core * 1.0 — — — Large-cap growth funds * 12.5 — — — Emerging markets * 3.0 — — — International growth fund * 9.7 — — — Common stocks — — — — Commingled trust funds * 11.7 — — — Total $ 43.1 $ 5.2 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 16.0 — 16.0 — Total $ 16.0 $ — $ 16.0 $ — United States December 31, 2017 Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 0.5 $ 0.5 $ — $ — Mutual Funds Equity securities Large-cap growth funds * 19.0 — — — International growth fund * 15.7 — — — Common stocks 0.6 0.6 — — Commingled trust funds * 13.0 — — — Total $ 48.8 $ 1.1 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 17.5 — 17.5 — Total $ 17.5 $ — $ 17.5 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The components of loss from continuing operations before income taxes were as follows: Years Ended December 31, 2018 2017 (In millions) U.S. $ (13.8 ) $ (8.0 ) International 5.0 — Total $ (8.8 ) $ (8.0 ) The components of the income tax (provision) benefit from continuing operations were as follows: Years Ended December 31, 2018 2017 (In millions) Current Federal $ 0.1 $ 5.7 International — — Deferred International — — Total $ 0.1 $ 5.7 The income tax provision from continuing operations differs from the amount computed by applying the statutory United States income tax rate (21 percent) because of the following items: Years Ended December 31, 2018 2017 (In millions) Tax at statutory U.S. tax rate $ 1.9 $ 10.0 State income taxes, net of federal benefit 0.6 1.0 Net effect of international operations (4.0 ) 1.1 Federal rate reduction effect on deferred tax assets — (104.9 ) Valuation allowances 30.8 91.8 Tax on unremitted earnings of foreign subsidiaries 0.5 5.1 U.S. tax on foreign earnings (0.2 ) (0.2 ) Stock-based compensation (0.3 ) (0.9 ) Net effect of subsidiary sale (29.2 ) — Goodwill impairment — (1.4 ) Minimum tax credit refundable 0.1 2.1 Reclassification to discontinued operations and other (0.1 ) 2.0 Income tax (provision) benefit $ 0.1 $ 5.7 Tax legislation from the Tax Cuts and Jobs Act (“Tax Reform Act”) passed on December 22, 2017 was incorporated into the tax provision. The Tax Reform Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The tax law change that had a significant impact on the Company’s 2018 and 2017 tax provision is the ability to realize minimum tax credit carryovers as cash refunds, with the elimination of the corporate alternative minimum tax. A tax benefit of $2.1 million was recorded in continuing operations in 2017 and was increased by another $0.1 in 2018 when the IRS announced a sequestration reduction would not apply to the refund. The Company can expect the cash refunds to be received as follows after filing 2018 through 2021 corporate income tax returns: $1.1 million in 2019, $.5 million in 2020, and $.3 million in each of 2021 and 2022. Tax reform changes related to international subsidiaries did not impact the tax provision. The Deemed Repatriation Transition Tax on previously untaxed accumulated and current earnings and profits of foreign subsidiaries, payable in installments, was zero for the Company. This is because the calculation allows deficits of controlled subsidiaries to offset earnings of other controlled subsidiaries, which resulted in a net deficit in unrepatriated earnings and therefore no tax. Any income inclusions in 2018 under the Subpart F, GILTI and other international provisions do not affect the tax rate due to net operating loss carryovers. Other tax law changes affected financial statement presentation without a current tax impact. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these items are temporary differences that will reverse over time. We record the tax effect of temporary differences as deferred tax assets and deferred tax liabilities in our Consolidated Balance Sheets. In 2018 and 2017 the net cash paid for income taxes, relating to both continuing and discontinued operations, was $0.4 million and $0.0 million, respectively. The components of net deferred tax assets and liabilities were as follows: As of December 31, 2018 2017 (In millions) Accounts receivable allowances $ — $ — Inventories — 1.9 Compensation and employee benefits 0.3 1.5 Tax credit carryforwards 22.2 23.9 Net operating loss carryforwards 167.1 190.9 Accrued liabilities and other reserves 0.2 2.1 Pension 6.8 6.7 Property, plant and equipment — (0.1 ) Intangible assets, net 2.5 0.3 Capital losses 9.5 9.4 Other, net 44.4 1.3 Total deferred tax assets 253.0 237.9 Valuation allowance (253.0 ) (237.9 ) Net deferred tax assets — — Intangible assets, net — — Unremitted earnings of foreign subsidiaries (0.5 ) (1.0 ) Total deferred tax liabilities (0.5 ) (1.0 ) Valuation allowance — — Total deferred tax liabilities (0.5 ) (1.0 ) Net deferred tax liabilities $ (0.5 ) $ (1.0 ) We regularly assess the likelihood that our deferred tax assets will be recovered in the future. A valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. Our accounting for deferred tax consequences represents our best estimate of future events. A valuation allowance established or revised as a result of our assessment is recorded through income tax provision in our Consolidated Statements of Operations. Changes in our current estimates due to unanticipated events, or other factors, could have a material effect on our financial condition and results of operations. We maintain a valuation allowance related to our U.S. deferred tax assets and the majority of our foreign deferred tax assets. The valuation allowance was $230.6 million and $237.9 million as of December 31, 2018 and 2017, respectively. The deferred tax asset changes and corresponding valuation allowance changes in 2018 compared to 2017 were due primarily to Nexsan adjustments. The net deferred tax liability not offset by valuation allowance of $0.5 million relates to foreign tax withholding on unremitted foreign earnings. In November 2015, the Financial Accounting Standards Board issued Accounting Standard Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which amends the guidance requiring companies to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. This accounting guidance simplifies the presentation of deferred income taxes, such that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. This determination is still required to be performed at a jurisdiction-by-jurisdiction basis. This accounting guidance is effective for the Company beginning in the first quarter of 2017, but we elected to adopt this guidance prospectively as of December 31, 2015. As a result, we classified all deferred tax liabilities and assets as non-current in the Consolidated Balance Sheet at December 31, 2015. The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2018 2017 (In millions) Deferred tax liability - non-current (0.5 ) (1.0 ) Total $ (0.5 ) $ (1.0 ) Federal net operating loss carryforwards totaling $611.6 million will begin expiring in 2029. The Company had analysis performed by outside consultants to confirm that none of the federal net operating loss carryovers should be limited by Section 382. This limitation could result if there is a more than 50 percent ownership shift in the GlassBridge shares within a three-year testing period. No such ownership shift has occurred through December 31, 2018. The Company’s $609.0 million in federal net operating loss carryforwards generated through 2017 continue to be subject to the historical tax rules that allow carryforward for 20 years from origin, with the ability to offset 100 percent of future taxable income. The $2.6 million estimated net operating loss generated in 2018, and any future year tax losses, will be subject to the Tax Reform Act limitations which, while having indefinite life, can offset only 80 percent of future taxable income. We have state income tax loss carryforwards of $323.6 million, which will expire at various dates up to 2037. We have U.S. and foreign tax credit carryforwards of $21.3 million, $17.7 million of which will expire between 2019 and 2021, and the remainder of which will expire between 2022 and 2032. Federal capital losses of $38.0 million will expire between 2019 and 2022. Of the aggregate foreign net operating loss carryforwards totaling $67.5 million, $1.6 million will expire between 2019 and 2021, $43.7 million will expire at various dates up to 2027 and $22.2 million may be carried forward indefinitely. Our income tax returns are subject to review by various U.S. and foreign taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2018 2017 (In Millions) Beginning Balance $ 0.9 $ 1.3 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years — — Settlements with taxing authorities — — Reductions due to lapse of statute of limitations (0.3 ) (0.4 ) Total 0.6 0.9 The total amount of unrecognized tax benefits as of December 31, 2018 was $0.6 million. If the unrecognized tax benefits remaining at December 31, 2018 were recognized in our consolidated financial statements, $0.6 million would ultimately affect income tax expense and our related effective tax rate. It is reasonably possible that the amount of the unrecognized tax benefits could increase or decrease significantly during the next twelve months; however, it is not possible to reasonably estimate the effect on the unrecognized tax benefit at this time. Our federal income tax returns for 2015 through 2018 are subject to examination by the Internal Revenue Service. We currently have foreign tax audits underway in various jurisdictions. Based on available information, the uncertain tax position associated with these foreign audits have been assessed and included in our income tax provision. For state and foreign tax purposes, the statutes of limitation vary by jurisdiction. With few exceptions, we are no longer subject to examination by foreign tax jurisdictions or state and local tax jurisdictions for years before 2012. |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Accounts Receivable | Note 11 — Major Customers and Accounts Receivable Major customers are those customers that account for more than 10% of revenues or accounts receivable. Following the sale of the Nexsan Business as described in Note 1 - Basis of Presentation, above, the Company does not have any revenue or accounts receivables from customers in continuing operations as of December 31, 2018. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12 — Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price in an orderly transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. A financial instrument’s level within the hierarchy is based on the highest level of any input that is significant to the fair value measurement. Following is a description of our valuation methodologies used to estimate the fair value for our assets and liabilities. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets such as goodwill, intangible assets and property, plant and equipment are recorded at fair value when an impairment is recognized or at the time acquired in a business combination. The determination of the estimated fair value of such assets required the use of significant unobservable inputs which would be considered Level 3 fair value measurements. As of December 31, 2018, there were no indicators that would require an impairment of intangible assets. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company measures certain assets and liabilities at their estimated fair value on a recurring basis, including cash and cash equivalents and investments in trading securities (described further below under the “Trading Equity Securities” heading). The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis for year ended December 31, 2018 and December 31, 2017: Description December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ — $ — $ — $ — Description December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ 0.2 $ 0.2 $ — $ — Trading Equity Securities On February 8, 2016, the Company entered into a subscription agreement with Clinton Lighthouse Equity Strategies Fund (Offshore) Ltd. (“Clinton Lighthouse”). Clinton Lighthouse is a market neutral fund which provides daily liquidity to its investors. The short-term investment was classified as a trading security as we expect to be actively managing this investment at all times with the intention of maximizing our investment returns. Income or loss including unrealized income and losses associated with this trading security is recorded as a component of “Other income (expense), net” in our Consolidated Statements of Operations and purchases or sales of this security are reflected as operating activities in our Consolidated Statements of Cash Flows. As of December 31, 2018, the short-term investment balance in Clinton Lighthouse was $0.0 million compared to $0.4 million as of December 31, 2017. The decrease of $0.4 million mainly relates to redemptions. In June 2017, we launched the GBAM Fund which focuses on technology-driven quantitative strategies and other alternative investment strategies. The short-term investments within the GBAM Fund were classified as trading securities as we expect to be actively managing the GBAM Fund at all times with the intention of maximizing our investment returns. Income or loss associated with these trading securities is recorded as a component of “Net income from GBAM Fund activities” in our Consolidated Statements of Operations and purchases or sales of these securities are reflected as operating activities in our Consolidated Statements of Cash Flows. As of December 31, 2018, the short-term investment balance for the GBAM Fund was $0.0 million. See Note 14 - Business Segment Information and Geographic Data In connection with the adoption of ASU No. 2015-07, Fair Value Measurement (Topic 820), FASB Accounting Standards Codification 820 - Fair Value Measurement and Disclosures Other Assets and Liabilities The carrying value of accounts receivable and accounts payable approximate their fair values due to the short-term duration of these items. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Note 13 — Shareholders’ Equity Treasury Stock On May 2, 2012, our Board of Directors authorized a share repurchase program that allowed for the repurchase of 0.5 million shares of common stock. On November 14, 2016, our Board authorized a new share repurchase program under which we may repurchase up to 0.5 million of our outstanding shares of common stock. This authorization replaces the Board’s previous share repurchase authorization from May 2, 2012. Under the share repurchase program, we may repurchase shares from time to time using a variety of methods, which may include open market transactions and privately negotiated transactions. Since the inception of the November 14, 2016 authorization, we have repurchased 65,915 shares of common stock for $0.3 million and, as of December 31, 2018, we had authorization to repurchase 434,085 additional shares. During the year ended December 31, 2018, the Company purchased 13,879 of treasury shares for $13,575. During the year ended 2017, the Company purchased 27,950 shares for $67,582. The treasury stock held as of December 31, 2018 was acquired at an average price of $44.88 per share. The following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2016 744,091 Purchases 27,950 Restricted stock grants and other (138,102 ) Balance as of December 31, 2017 633,939 Purchases 13,879 Restricted stock grants and other (97,516 ) Balance as of December 31, 2018 550,302 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss and related activity consisted of the following: Defined Benefit Plans Foreign Currency Translation Total (In millions) Balance as of December 31, 2017 $ (18.2 ) $ (0.7 ) $ (18.9 ) Other comprehensive (loss) income before reclassifications, net of tax (1) (2.9 ) 0.7 (2.2 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 0.4 — 0.4 Net current period other comprehensive income (loss) (2.5 ) 0.7 (2.2 ) Balance as of December 31, 2018 $ (20.7 ) $ — $ (20.7 ) (1) During the year ended December 31, 2018, the Company reclassified into discontinued operations $0.7 million of foreign currency translation losses associated with our Nexsan Business, which was sold on August 16, 2018. As of December 31, 2018, the Company had no remaining accumulated foreign currency translation losses in other comprehensive loss for which balances could be reclassified into the Consolidated Statement of Operations in the future. Details of amounts reclassified from Accumulated other comprehensive loss and the line item in our Consolidated Statement of Operations for the year ended December 31, 2018 are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Loss is Presented (In millions) Amortization of net actuarial loss (2.9 ) Other Income (Expense) Cumulative translation adjustment 0.7 Other Income (Expense) Total reclassifications for the period $ (2.2 ) Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries. Reclassification adjustments are made to avoid double counting in comprehensive loss items that are also recorded as part of net loss and are presented net of taxes in the Consolidated Statements of Comprehensive Loss. 382 Rights Agreement On August 6, 2015, the Board of Directors adopted a rights plan intended to avoid an “ownership change” within the meaning of Section 382 of the Code, and thereby preserve the current ability of the Company to utilize certain net operating loss carryforwards and other tax benefits of the Company and its subsidiaries (the “Tax Benefits”). If the Company experiences an “ownership change,” as defined in Section 382 of Code, the Company’s ability to fully utilize the Tax Benefits on an annual basis will be substantially limited, and the timing of the usage of the Tax Benefits and such other benefits could be substantially delayed, which could therefore significantly impair the value of those assets. The rights plan is intended to act as a deterrent to any person or group acquiring “beneficial ownership” of 4.9% or more of the Company’s outstanding shares of common stock, without the approval of the Board. The description and terms of the Rights (as defined below) applicable to the rights plan are set forth in the 382 Rights Agreement, dated as of August 7, 2015 (the “Rights Agreement”), by and between the Company and Wells Fargo Bank, N.A., as Rights Agent. As part of the Rights Agreement, the Board authorized and declared a dividend distribution of one right (a Right) for each outstanding share of the Company’s common stock, to stockholders of record at the close of business on September 10, 2015. Each Right entitles the holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Unit”) of Series A Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a purchase price of $15.00 per Unit, subject to adjustment (the “Purchase Price”). Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right to vote or to receive dividends in respect of Rights. Under the Rights Agreement, an Acquiring Person is any person or group of affiliated or associated persons (a “Person”) who is or becomes the beneficial owner of 4.9% or more of the outstanding shares of the Company’s common stock other than as a result of repurchases of stock by the Company, dividends or distribution by the Company, stock issued under certain benefit plans or certain inadvertent actions by stockholders. For purposes of calculating percentage ownership under the Rights Agreement, outstanding shares of the Company’s common stock include all of the shares of common stock actually issued and outstanding. Beneficial ownership is determined as provided in the Rights Agreement and generally includes, without limitation, any ownership of securities a Person would be deemed to actually or constructively own for purposes of Section 382 of the Code or the Treasury Regulations promulgated thereunder. The Rights Agreement provides that the following shall not be deemed an Acquiring Person for purposes of the Rights Agreement: (i) the Company or any subsidiary of the Company and any employee benefit plan of the Company, or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (ii) any Person that, as of August 7, 2015, is the beneficial owner of 4.9% or more of the shares of Common Stock outstanding (such Person, an “Existing Holder”) unless and until such Existing Holder acquires beneficial ownership of additional shares of common stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of common stock or pursuant to a split or subdivision of the outstanding shares of common stock) in an amount in excess of 0.5% of the outstanding shares of common stock. The Rights Agreement provides that a Person shall not become an Acquiring Person for purpose of the Rights Agreement in a transaction that the Board determines is exempt from the Rights Agreement, which determination shall be made in the sole and absolute discretion of the Board, upon request by any Person prior to the date upon which such Person would otherwise become an Acquiring Person, including, without limitation, if the Board determines that (i) neither the beneficial ownership of shares of common stock by such Person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability to the Company of the Tax Benefits or (ii) such transaction is otherwise in the best interests of the Company. Initially, the Rights will not be exercisable and will be attached to all common stock representing shares then outstanding, and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the common stock and become exercisable and a distribution date (a “Distribution Date”) will occur upon the earlier of (i) 10 business days (or such later date as the Board shall determine) following a public announcement that a Person has become an Acquiring Person or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer, exchange offer or other transaction that, upon consummation thereof, would result in a Person becoming an Acquiring Person. Until the Distribution Date, common stock held in book-entry form, or in the case of certificated shares, common stock certificates, will evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights may be transferred on the books and records of the Rights Agent as provided in the Rights Agreement. If on or after the Distribution Date, a Person is or becomes an Acquiring Person, each holder of a Right, other than certain Rights including those beneficially owned by the Acquiring Person (which will have become void), will have the right to receive upon exercise common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price. In the event that, at any time following the first date of a public announcement that a Person has become an Acquiring Person or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person (any such date, the Stock Acquisition Date), (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the common stock of the Company is changed or exchanged or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price. At any time following the Stock Acquisition Date and prior to an Acquiring Person obtaining shares that would lead to a more than 50% change in the outstanding common stock, the Board may exchange the Rights (other than Rights owned by such Person which have become void), in whole or in part, for common stock or Preferred Stock at an exchange ratio of one share of common stock, or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right, subject to adjustment. The Rights and the Rights Agreement will expire on the earliest of (i) 5:00 P.M. New York City time on August 7, 2021, which was extended by stockholder approval on June 18, 2018, pursuant to a Resolution of the Board of Directors at its Meeting on April 13, 2018, (ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement, (iii) the date on which the Board determines that the Rights Agreement is no longer necessary for the preservation of material valuable Tax Benefits or is no longer in the best interest of the Company and its stockholders, (iv) the beginning of a taxable year to which the Board determines that no Tax Benefits may be carried forward and (v) the first anniversary of the adoption of the Agreement if stockholder approval has not been received by or on such date. At any time until the earlier of the Distribution Date or the expiration date of the Rights, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price. |
Business Segment Information an
Business Segment Information and Geographic Data | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information and Geographic Data | Note 14 — Business Segment Information and Geographic Data The Legacy Businesses and Nexsan Business are presented in our Consolidated Statements of Operations as discontinued operations and are not included in segment results for all periods presented. See Note 4 - Discontinued Operations On February 2, 2017, we closed the Capacity and Services Transaction with Clinton. The Capacity and Services Transaction allows GBAM to access investment capacity within Clinton’s quantitative equity strategy. In addition, we have recently taken steps to build our own independent organizational foundation while leveraging Clinton’s capabilities and infrastructure. While our intention is to primarily engage in the management of third-party assets, we may make opportunistic proprietary investments from time to time that comply with applicable laws and regulations. Since the closing of the Capacity and Services Transaction, we have focused on our Asset Management Business as our primary operating business segment. See Note 16 - Related Party Transactions In March 2017, ARRIVE was formed through a collaboration with Roc Nation, a full-service entertainment company founded by Shawn “JAY Z” Carter, Primary Venture Partners (“Primary”) and GBAM. Primary will serve as a venture advisor and GlassBridge will provide institutional and operational support. ARRIVE was created to invest alongside entrepreneurs and early stage businesses. Among other things, ARRIVE has launched a traditional venture fund in order to, among other activities, support existing portfolio companies through their subsequent growth stages and anticipates launching other special purpose investment vehicles to invest in private equity transactions. In June 2017, we launched our first GBAM-managed investment fund (the “GBAM Fund”) which focuses on technology-driven quantitative strategies and other alternative investment strategies. The fund initially performed in-line with the expectation for 2017. However, we had a difficult time raising third-party capital due to the overall under-performance of the hedge fund industry. In Q4, 2018, after our internal business review and deliberations, We have made the determination to consolidate the GBAM Fund and, accordingly, its financial results were included in our Consolidated Financial Statements as part of the Asset Management Business shown below. As of December 31, 2018, the Asset Management Business is our only reportable segment. 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. The corporate and unallocated operating loss includes costs which are not allocated to the business segments in management’s evaluation of segment performance such as litigation settlement expense, corporate expense and other expenses. For our Asset Management Business, we include net income from GBAM Fund activities in our performance evaluation. Net income from GBAM Fund activities primarily includes realized and unrealized income and losses for the GBAM Fund. Net revenue and operating loss from continuing operations by segment were as follows: Years Ended December 31, 2018 2017 (In millions) Net Revenue Asset Management Business — — Total net revenue $ — $ — Years Ended December 31, 2018 2017 (In millions) Operating loss from continuing operations Asset Management Business (3.6 ) (4.3 ) Total segment operating loss (3.6 ) (4.3 ) Corporate and unallocated (3.3 ) (4.6 ) Intangible impairment (6.2 ) — Restructuring and other 4.8 0.2 Total operating loss (8.3 ) (8.7 ) Interest expense (0.1 ) — Net income (loss) from GBAM Fund activities (0.9 ) 1.2 Other income (expense), net 0.5 (0.5 ) Loss from continuing operations before income taxes $ (8.8 ) $ (8.0 ) Restructuring and other for the year ended December 31, 2018 includes severance costs of $0.2 million and a gain on the German levy settlement of $5.0 million. Restructuring and other for the year ended December 31, 2017 primarily includes pension settlement costs of $1.1 million, severance costs of $0.7 million, offset by income on an asset sale of $1.5 million and reversal of employee costs and other of $0.4 million. See Note 7 - Restructuring and Other Expenses |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Note 15 — Litigation, Commitments and Contingencies The Company is a party, as either a sole or joint defendant or plaintiff, in 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 December 31, 2018, 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 operations and cash flows. Intellectual Property Litigation The Company is subject to allegations of patent infringement by our competitors as well as non-practicing entities (“NPEs”) - sometimes referred to as “patent trolls” - who may seek monetary settlements from us, our competitors, suppliers and resellers. The nature of such litigation is complex and unpredictable and, consequently, the Company is not able to reasonably estimate with precision the amount of any monetary liability or financial impact that may be incurred with respect to these matters. As of April 1, 2019, except as set forth below with respect to the IOENGINE settlement, given the exits from the Legacy Businesses, the Company believes that the ultimate resolution of these matters in the aggregate will not materially adversely affect our financial condition, results of operations and cash flows. On December 31, 2014, IOENGINE, an NPE, filed suit in the District Court for the District of Delaware alleging infringement of United States Patent No. 8,539,047 by certain products we formerly sold under the IronKey brand. On February 17, 2017, following a trial, the jury returned a verdict against us in the patent infringement case brought by IOENGINE against the Company in the United States District Court for the District of Delaware. The jury awarded the IOENGINE $11.0 million in damages. As previously disclosed in the Current Report on Form 8-K we filed with the SEC on September 28, 2017, we entered into a settlement agreement with IOENGINE on September 28, 2017 resolving all claims relating to the IOENGINE lawsuit. Pursuant to the settlement agreement, (i) we paid IOENGINE $3.75 million in cash on October 3, 2017, (ii) issued to IOENGINE a promissory note (the “IOENGINE Note”) in the principal amount of $4.0 million under which no payments are due until June 30, 2019 (except in connection with acceleration upon an event of default), and (iii) we pledged certain of our assets to secure our obligations under the IOENGINE Note, notably the NXSN Note. As described in Note 1 - Basis of Presentation On May 6, 2016, Nexsan Technologies Incorporated, a subsidiary of NXSN (“NTI”), filed a complaint in United States District Court for the District of Massachusetts seeking a declaratory judgment against EMC Corporation (“EMC”). NTI alleges that NTI has a priority of right to use certain of its UNITY trademarks and that NTI’s prosecution of its trademark applications with the respect to, and to use of, such trademarks does not infringe upon EMC’s trademarks. In addition, NTI seeks injunctive relief to prevent EMC from threatening NTI with legal action related to use of UNITY trademarks or making any public statements or statements to potential customers calling into question NTI’s right to use UNITY trademarks. EMC has answered and counterclaimed alleging that NTI’s use of the UNITY trademark infringes EMC’s common law rights in the UNITY and EMC UNITY trademarks. The United States District Court for the District of Massachusetts (USDC) has found (in an interlocutory ruling) that any prior use by EMC was not sufficient to overcome NTI’s priority by virtue of its filing of its trademark applications. We are currently seeking an order from the USDC compelling the Trademark Trial and Appeal Board of the United States Patent and Trademark Office (TTAB) to proceed to determine the registrability of “Nexsan Unity” over EMC’s opposition, which the TTAB has refused so far to do until the USDC proceeding is completely final. In connection with the NXSN Sale (see The NXSN Sale - Background of Sale Trade Related Litigation On January 26, 2016, CMC, a supplier of our Legacy Businesses, filed a suit in the District Court of Ramsey County Minnesota, seeking damages from the Company and the Company’s wholly-owned subsidiary Imation Latin America Corp. (“ILAC”) for alleged breach of contract. CMC also brought similar claims in Japan and the Netherlands against other of our subsidiaries. As previously disclosed in the Current Report on Form 8-K we filed with the SEC on September 18, 2017, we entered into a settlement agreement with CMC on September 15, 2017 resolving all claims relating to the CMC lawsuits. Pursuant to the settlement, (i) we agreed that our subsidiary Imation Corporation Japan (“ICJ”) will cause the release and payment to CMC of approximately $9.2 million in attached assets, (ii) ICJ made a payment to CMC of $1.5 million on October 10, 2017, (iii) our subsidiary Imation Europe B.V. (“IEBV”) will cause the release and payment to CMC of approximately $825,000 in attached assets, (iv) ICJ issued to CMC an unsecured promissory note (the “CMC Note”) in the amount of $1.5 million, and (v) we guaranteed CMC ICJ’s obligations under the CMC Note. As of December 31, 2017, both ICJ and Europe B.V. had released the required payments to CMC. In January 2018, ICJ made a $0.5 million payment to CMC in relation to the $1.5 million CMC Note discussed above. ICJ was a defendant in a lawsuit in The Tokyo District Court, Civil 49th Division, brought against it by Suntop Art Work Co., Ltd., seeking damages of at least 100 Million Yen (approximately $900,000 at the current exchange rate) plus interest, based on allegations that ICJ is in violation of a Japanese legal equitable principle requiring long-term business counterparties to provide a judicially-determined adequate notice of cessation of business even when a shorter time has been agreed in writing by the parties. This case was settled and dismissed in exchange for a payment by ICJ of 5 Million Yen (approximately $45,000 at the then current exchange rate) on June 11, 2018. The Company has various trade disputes with vendors related to either the Legacy Businesses or the Nexsan Business. The Company believes it has made adequate accruals with respect to the disputes for which such is appropriate according to our accounting policy. Employee Matters On March 29, 2017, three former Legacy Business employees who were among the approximately 100 similarly situated employees terminated as a result of the Restructuring Plan filed a lawsuit in the Minnesota State District Court of Ramsey County asserting state law claims for non-payment of allegedly promised severance benefits of approximately $200,000. On February 27, 2019, the Company settled the claim for a gross payment of $86,000. On November 21, 2018, the Company was served by forty-five former Imation employees who are asserting claims for unpaid severance allegedly promised to them by the Company. The Plaintiffs allege that the Company promised them and other employees a severance package that they claim is separate from severance under Imation’s discretionary ERISA severance plan called the Income Assistance Plan. The case has not been filed and no schedule is set. We believe these state law claims are without merit and are vigorously defending our position. While an unfavorable outcome is reasonably possible, an estimate of such loss cannot be made at this time. IEBV is the defendant in four separate lawsuits in trial courts in Versailles and Bordeaux, France, brought by former employees based on the alleged failure to have provided them, in accordance with the French labor laws in effect at the time of their termination, with employment opportunities elsewhere in the world commensurate with their abilities and positions prior to termination. The plaintiffs in the IEBV lawsuits are seeking an aggregate of approximately $700,000. IEBV believes these claims are entirely without merit and is vigorously defending its position. The Company believes it has made adequate accruals with respect to the disputes for which such is appropriate according to our accounting policy. The Company had also received demand letters from three Nexsan former executives seeking severance payments in the amount of approximately of $500,000 total. In connection with the SPA executed as part of the NXSN Transaction, the Company disclosed in Section 2.7 of the Disclosure Schedules to such SPA all actions, orders, including proposed or threatened litigation, or any related matters (together, the “Actions”) regarding Nexsan, including these claims. Pursuant to the terms of the SPA and the NXSN Transaction, upon the consummation of the NXSN Transaction, the Company thereby divested itself of any obligations, liabilities, right, title and/or interest in or to such Actions, including these claims, with the Buyer obtaining all obligations, liabilities, right, title and/or interest in or to the Actions, including these claims. Copyright Levies In many European Union (“EU”) member countries, the sale of certain of our Legacy Business products is subject to a private copyright levy. The levies are intended to compensate copyright holders with “fair compensation” for the harm caused by private copies made by natural persons of protected works under the European Copyright Directive, which became effective in 2002 (the “Directive”). Levies are generally charged directly to the importer of the product upon the sale of the products. Payers of levies remit levy payments to collecting societies which, in turn, are expected to distribute funds to copyright holders. Levy systems of EU member countries must comply with the Directive, but individual member countries are responsible for administering their own systems. Since implementation, the levy systems have been the subject of numerous litigation and law-making activities. On October 21, 2010, the Court of Justice of the European Union (the “CJEU”) ruled that fair compensation is an autonomous European law concept that was introduced by the Directive and must be uniformly applied in all EU member states. The CJEU stated that fair compensation must be calculated based on the harm caused to the authors of protected works by private copying. The CJEU ruling made clear that copyright holders are only entitled to fair compensation payments (funded by levy payments made by importers of applicable products, including the Company) when sales of optical media are made to natural persons presumed to be making private copies. Within this disclosure, we use the term “commercial channel sales” when referring to products intended for uses other than private copying and “consumer channel sales” when referring to products intended for uses including private copying. In addition, various decisions and enactments have established that the levy rates in various countries improperly excluded from their calculations and assessments the private copying performed using computers and smartphones. This in turn meant that to the extent levy rates were determined to be retroactively excessive, the Company would be entitled to a rebate on that basis as well. Since the Directive was implemented in 2002, we estimate that we have paid in excess of $100 million in levies to various ongoing collecting societies related to commercial channel sales. Based on the CJEU’s October 2010 ruling and subsequent litigation and law-making activities, we believe that these payments were not consistent with the Directive and should not have been paid to the various collecting societies. Accordingly, subsequent to the October 21, 2010 CJEU ruling, we began withholding levy payments to the various collecting societies and, in 2011, we reversed our existing accruals for unpaid levies related to commercial channel sales. However, we continued to accrue, but not pay, a liability for levies arising from consumer channel sales, in all applicable jurisdictions except Italy and France due to certain court rulings in those jurisdictions. As of December 31, 2018, and December 31, 2017, we had accrued liabilities of $0.3 million and $5.6 million, respectively, associated with levies related to consumer channel sales for which we are withholding payment. These accruals are recorded as “Other current liabilities” on the Company’s Consolidated Balance Sheets (and not within discontinued operations). The Company’s management oversees copyright levy matters and continues to explore options to resolve these matters. Since the October 2010 CJEU ruling, for as long as sales were made in these countries, we evaluated quarterly on a country-by-country basis whether (i) levies should be accrued on current period commercial and/or consumer channel sales; and, (ii) whether accrued, but unpaid, copyright levies on prior period consumer channel sales should be reversed. Our evaluation is made on a jurisdiction-by-jurisdiction basis and considers ongoing and cumulative developments related to levy litigation and law-making activities within each jurisdiction as well as throughout the EU. The Company is still subject to several pending or threatened legal actions by the individual European national levy collecting societies in relation to private copyright levies under the Directive. These remaining actions generally seek payment of the commercial and consumer optical levies withheld by IEBV and its German subsidiary. IEBV and its German subsidiary have corresponding claims in those actions seeking reimbursement of levies improperly collected by those collecting societies. IEBV and its German subsidiary are also subject to threatened actions by certain of their former customers seeking reimbursement of funds they allege related to commercial levies that they claim they should not have paid. Although these actions are subject to the uncertainties inherent in the litigation process, based on the information presently available to us, management does not expect the ultimate resolution of these actions will have a material adverse effect on our financial condition, results of operations or cash flows. As noted below with respect to France and the Netherlands, it is possible, and uncertain as to timing and amount, that by either settlement or litigation, IEBV could recover materially significant amounts from the levy authorities or their government sponsors. We anticipate that additional court decisions may be rendered that may directly or indirectly impact our levy exposure in specific European countries which could cause us to review our levy exposure in those countries. France The Netherlands Germany Canada Litigation Finance Agreement On May 21, 2018 (the “Signing Date”), IEBV entered into a litigation finance and management agreement (the “Litigation Management Agreement”), effective as of May 1, 2018 (the “Effective Date”), with Mach 5 B.V., a company organized under the laws of the Netherlands (“Mach 5”), relating to the Dutch Litigation and the French Litigation. Mach 5 and its affiliates possess expertise and have an interest in the subject matter of the Dutch Litigation and the French Litigation. Pursuant to the Litigation Management Agreement, Mach 5 has agreed, as of the Effective Date, to assume the responsibility for paying IEBV’s legal fees and expenses and managing the tactics and strategy of IEBV’s Dutch and French counsel relating to the Dutch Litigation and the French Litigation and to pay fifty percent (50%) of the legal fees of IEBV’s Dutch counsel incurred from March 1, 2018 through the Effective Date. In addition, IEBV has agreed that Mach 5 will be entitled to receive the following percentages of all amounts actually received by IEBV in the Dutch Litigation and French Litigation, whether by settlement or legal process (net of any amounts payable to IEBV’s French counsel in respect of any contingent fee arrangement in effect on the Effective Date): ● Thirty percent (30%) if received within one year after the Signing Date; ● Twenty-seven and one-half percent (27.5%) if received after one year after the Signing Date; and ● Twenty-five percent (25%) if received after two years after the Signing Date. Neither party to the Litigation Management Agreement will have the right to terminate it prior to the third anniversary date of the Signing Date unless there is an uncured material breach of the agreement. Indemnification Obligations In the normal course of business, we periodically enter into agreements that incorporate general indemnification language. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a supportable third-party claim. There have historically been no material losses related to such indemnifications. As of December 31, 2018, and 2017, estimated liability amounts associated with such indemnifications were not material. Environmental Matters Our Legacy Business operations and indemnification obligations resulting from our spinoff from 3M subject us liabilities arising from a wide range of federal, state and local environmental laws. For example, from time to time we have received correspondence from 3M notifying us that we may have a duty to defend and indemnify 3M with respect to certain environmental claims such as remediation costs. Environmental remediation costs are accrued when a probable liability has been determined and the amount of such liability has been reasonably estimated. These accruals are reviewed periodically as remediation and investigatory activities proceed and are adjusted accordingly. We did not have any environmental accruals as of December 31, 2018. Compliance with environmental regulations has not had a material adverse effect on our financial results. Operating Leases We incur rent expense under operating leases, which primarily relate to office space. Most long-term leases include one or more options to renew at the then fair rental value for a period of approximately one to three years. The following table sets forth the components of net rent expense for the years ended December 31: 2018 2017 (In millions) Minimum lease payments $ 0.1 $ 0.1 Contingent rentals — — Total rental expense, net $ 0.1 $ 0.1 The Company does not have any long-term lease obligations as of December 31, 2018. Sold Accounts Receivable Litigation As noted above, following the NXSN Transaction, in the first quarter of 2017, Nexsan sold $1.2 million of its accounts receivable to individuals introduced by or affiliated with Spear Point for a discounted purchase price of $1.1 million, subject to a right to repurchase within five months of the original sale at the original sales price plus 2% interest per month. The accounts receivable sale was recorded as a sale of financial assets under ASC 860. After exercising the remedies referred to above pursuant to the NXSN Default Notice and the NXSN Exercise Notice, we were made aware that the proceeds of the sold accounts receivable may have been either paid to Nexsan or cancelled or replaced by the account debtors. On June 15, 2018, a lawsuit was commenced in the 22nd Judicial District Court for the Parish of St. Tammany, Louisiana, by two of the purchasers, Messrs. Mack and Romano, against a number of defendants including NTI, NXSN and the Company, and seeking total damages in excess of $500,000, which lawsuit was removed to the United States District Court for the Eastern District of Louisiana on July 10 (the “Receivables Litigation”). As described in Note 1 - Basis of Presentation, above, as part of the NXSN Transaction: (i) NXSN, Nexsan US and Humilis entered into the NTI A/R Settlement Agreement with Messrs. Mack and Romano and the Receivables Litigation was settled, and will be dismissed with prejudice, in return for a payment to Messrs. Mack and Romano in the amount of Four Hundred Thousand Dollars ($400,000) and (ii) the remaining Receivables Purchaser’s claim has been limited to any claim he might assert against parties not affiliated with the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 - Related Party Transactions Barry L. Kasoff serves as president of Realization Services, Inc. (“RSI”), a management consulting firm specializing in assisting companies and capital stakeholders in troubled business environments. Mr. Kasoff also previously served as Chief Restructuring Officer of the Company from November 2015 to September 2016 and a member of the Board from May 2015 to February 2017. Pursuant to a consulting agreement between the Company and RSI dated August 17, 2015 and subsequent amendments, RSI performed consulting services for the Company for the period from August 8, 2015 to March 30, 2016, including assisting the Company with a review and assessment of the Company’s business and the formulation of a business plan to enhance shareholder value going forward. On July 15, 2016, the Company entered into a consulting agreement with RSI to perform consulting services from July 18, 2016 through August 14, 2016 with an option for a three-week extended term. Mr. Kasoff resigned from his position as the Company’s Chief Restructuring Officer on September 8, 2016 and from the Board on February 2, 2017. In connection with the CMC settlement, RSI received consulting fees of $0.6 million for the year ended December 31, 2017. These fees were recorded in restructuring and other charges. See Note 15 - Litigation, Commitments and Contingencies On January 31, 2017, the Company held a special meeting of the stockholders of the Company at which the stockholders approved the issuance of up to 1,500,000 shares (the “Capacity Shares”) of the Company’s common stock (as adjusted to reflect the Reverse Stock Split), par value $0.01 per share, pursuant to the Subscription Agreement, dated as of November 22, 2016, by and between the Company and Clinton, as amended by Amendment No. 1 to the Subscription Agreement, dated as of January 9, 2017 (as so amended, the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, on February 2, 2017 (the “Initial Closing Date”), the Company entered into the Capacity and Services Transaction with Clinton Group and GBAM (the “Capacity and Services Transaction”). As consideration for the capacity and services Clinton has agreed to provide under the Capacity and Services Transaction and pursuant to the terms of the Subscription Agreement, the Company issued 1,250,000 shares of the Company’s common stock (as adjusted to reflect the Reverse Stock Split) to Madison Avenue Capital Holdings, Inc. (“Madison”), an affiliate of Clinton, on the Initial Closing Date. The closing price of the Company’s common stock on the Initial Closing Date was $8.10. The Company also entered into a Registration Rights Agreement with Madison on the Initial Closing Date, relating to the registration of the resale of the Capacity Shares as well as a letter agreement with Madison pursuant to which Madison has agreed to a three-year lockup with respect to any Capacity Shares issued to it. The short-term investment balance in Clinton Lighthouse decreased from $0.4 million as of December 31, 2017 to $0.0 million as of December 31, 2018 due to redemptions during the period. Unrealized income for the year ended December 31, 2018 was less than $0.1 million. We recorded the unrealized income (losses) within “Other income (expense), net” in the Condensed Consolidated Statements of Operations. Pursuant to the Capacity and Services Agreement, the Company will no longer incur management or performance fees related to our investment in Clinton Lighthouse. Daniel A. Strauss serves as our Chief Operating Officer pursuant to the terms of a Services Agreement we entered into with Clinton on March 2, 2017 (the “Services Agreement”). The Services Agreement provides that Clinton will make available one of its employees to serve as Chief Operating Officer of the Company, and any subsidiary of the Company we may designate from time to time, as well as provide to GBAM, our investment adviser subsidiary, certain additional services. Pursuant to the terms of the Services Agreement, we may request that Clinton designate a mutually agreeable replacement employee to serve as Chief Operating Officer or terminate Clinton’s provision of an employee to us for such role. Under the Services Agreement, we have agreed to pay Clinton $125,000 for an initial term concluding on May 31, 2017, which term will automatically renew unless terminated for successive three-month terms at a rate of $125,000 per renewal term. If the Services Agreement is terminated prior to the conclusion of a term, we will be reimbursed for the portion of the prepaid fee attributable to the unused portion of such term. Clinton will continue to pay Mr. Strauss’s compensation and benefits and we have agreed to pay or reimburse Mr. Strauss for his reasonable expenses. Pursuant to the terms of the Services Agreement, we have also agreed to indemnify Mr. Strauss, Clinton, any substitute Chief Operating Officer and certain of their affiliates for certain losses. As of December 31, 2018, the Company paid Clinton $1,000,000 million under the Services Agreement and recorded $500,000 and $416,668 within “Selling, general and administrative” in our Condensed Consolidated Statements of Operations for year ended December 31, 2018 and 2017, respectively. Clinton was paid a fee in the amount of $127,500 in October 2018 for transaction advisory services related to the Nexsan divestiture. The Company did not pay another investment banker advisory fees for this transaction. The fee was recorded in current liabilities of discontinued operations on the Condensed Consolidated Balance Sheet and in Discontinued Operations on our Condensed Consolidated Statements of Operations for the period ending September 30, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 - Subsequent Events On January 1, 2019 GlassBridge entered into a Management Services Agreement with Clinton (the “Management Services Agreement”) due to the closing of our Minnesota office. The Management Services Agreement engages Clinton to provide services for GlassBridge to include: accounting and treasury services including bookkeeping, payment process, banking and assisting with tax and SEC filings; managing the third party fund administrator, the custodian bank and the compliance firm; IT services including maintaining GlassBridge’s central servers, data security, emails and end-user support: payroll and benefit services (including medical insurance) for GlassBridge employees; and GlassBridge will pre-pay Clinton for these direct costs 5 days in advance: other administration services as reasonably requested by GlassBridge. The Initial term will commence on January 1, 2019 and conclude six months after that date. Thereafter, unless either party provides notice of nonrenewal to the other Party prior to the conclusion of the then current Initial Term, the Agreement will automatically renew for the successive three calendar months. In exchange for the provision of services and performance of services, GlassBridge will pay Clinton at the rate of $68,750 each quarter for the Initial Term and $68,750 each quarter for the renewal term. The Fees are payable in advance at the start of the Initial Term and each Renewal Term, if any. As previously disclosed in a Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018, on January 26, 2016, CMC Magnetics Corporation (“CMS”), a supplier of certain of the Company’s divested legacy businesses, filed a suit in the District Court of Ramsey County Minnesota, seeking damages from the Company and the Company’s wholly-owned subsidiary Imation Latin America Corp. (“ILAC”) for alleged breach of contract. CMC also brought similar claims in Japan and the Netherlands against other of our subsidiaries (altogether, the “CMC Litigation”). On September 15, 2017, the Company and CMC entered into a settlement agreement (the “Settlement Agreement”) providing for the full, final and complete global settlement of the CMC Litigation. Pursuant to the settlement, (i) we agreed that our subsidiary Imation Corporation Japan (“ICJ”) will cause the release and payment to CMC of approximately $9.2 million in attached assets, (ii) ICJ made a payment to CMC of $1.5 million on October 10, 2017, (iii) our subsidiary Imation Europe B.V. (“IEBV”) will cause the release and payment to CMC of approximately $825,000 in attached assets, (iv) ICJ issued to CMC an unsecured promissory note (the “CMC Note”) in the amount of $1.5 million, and (v) we guaranteed CMC ICJ’s obligations under the CMC Note. On March 28, 2019, the Company, together with its subsidiaries, including IJC, entered into a pre-pay agreement (the “Pre-Pay Agreement”) with CMC providing that the Company shall pre-pay the remaining balance of $1,000,000 due and payable under the CMC Note for a one-time cash payment of $325,000, and CMC accepted such pre-payment in full satisfaction of the Company’s obligations under the Settlement Agreement and the CMC Note. The payment of $325,000 was made on March 29, 2019. On March 31, 2019, the Company entered into a securities purchase agreement (the “IMN Capital Agreement”) with IMN Capital Holdings, Inc., a Delaware company (“IMN Capital”) to sell its entire ownership of its international subsidiaries and Imation Latin America Corp., a Delaware corporation (the “Imation Subsidiaries”). As previously disclosed, certain subsidiaries of the Company, including the Imation Subsidiaries, are parties to certain lawsuits, claims, and other legal proceedings concerning claims and counterclaims relating to excess payments made by the Imation Subsidiaries relating to copyright levies in the European Union (the “EU”) member states (the “Subsidiary Litigation”). Pursuant to the terms and subject to the conditions of the IMN Capital Agreement, IMN Capital acquired from the Company the Imation Shares representing the Company’s ownership interests in each of the Imation Subsidiaries (the “Subsidiary Sale”). Following the Subsidiary Sale, the Imation Subsidiaries are no longer affiliates of the Company, and the Company has no interest in or to the Imation Subsidiaries except as explicitly described in the IMN Capital Agreement. In consideration for the Subsidiary Sale, the Company shall receive certain compensation from IMN Capital. As defined in the IMN Capital Agreement, a payment occurrence is the settlement or final adjudication as to all demands, claims, counter-claims, cross-claims, third-party claims, damages, fees, costs and expenses, brought and raised on any matters arising from or related to the Subsidiary Litigation (a “Payment Occurrence”). In connection with the Subsidiary Sale, the purchase price furnished by IMN Capital to the Company (the “Purchase Price”) shall consist of (i) one hundred dollars ($100.00) payable on the closing date of the IMN Capital Agreement and (ii) 75% of all net proceeds from Subsidiary Litigation (which, for the avoidance of doubt, shall be calculated after the payment of (i) the retirement of the Germany pension liability; (ii) contingency fees payable to attorneys engaged in connection with the Subsidiary Litigation; (iii)fees payable to Mach 5, the litigation financing company and (iv) the payment of all applicable taxes including income taxes in connection with the Subsidiary Litigation) (such payment, the “Contingent Payment”). The Company expects to record one-time non-cash gain of approximately $12 million in connection with IMN Capital Agreement transaction in Q1, 2019. On March 29, 2019, the Board of Directors (the “Board”) of the Company appointed Daniel A. Strauss (“Mr. Strauss”) to serve as the Chief Executive Officer (the “CEO”) of the Company in addition to his role as Chief Operating Officer (the “COO”) of the Company, and appointed Francis Ruchalski (“Mr. Ruchalski” and together with Mr. Strauss the “Executives”) to serve as the Chief Financial Officer (the “CFO”) of the Company, effective April 5, 2019. Mr. Strauss, age 34, has been the Chief Operating Officer of the Company since 2017, and a Portfolio Manager at Clinton Group, Inc. (“Clinton”) since 2010 and will continue in such role following his appointment. Mr. Strauss has over ten years of experience in corporate finance as a portfolio manager and investment analyst in private and public equity through which he has developed a deep understanding of corporate finance and strategic planning activities. At Clinton, Mr. Strauss is responsible for evaluating and executing private equity transactions across a range of industries. Post-investment, Mr. Strauss is responsible for the ongoing management and oversight of Clinton’s portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co. as a member of the firm’s private equity and special situations area. Mr. Strauss was previously with Houlihan Lokey, where he focused on mergers and acquisitions from 2006 to 2008. Mr. Strauss has served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from August 2011 until December 2015 and Community Financial Shares, Inc. (OTC: CFIS) from December 2012 until its sale to Wintrust Financial Corporation in July 2015. Mr. Ruchalski, age 55, is currently the Chief Financial Officer of Clinton, and has been employed by Clinton since 1997. Prior to joining Clinton, Mr. Ruchalski was an audit manager with Anchin, Block & Anchin, LLP, a certified public accounting firm, from 1986 to 1997. Mr. Ruchalski’s responsibilities while with Anchin, Block & Anchin LLP included client auditing and financial and taxation planning. Mr. Ruchalski holds a bachelor of science in accounting from St. John’s University. The Executives will serve as our CEO and COO, and CFO respectively, pursuant to the terms of that certain Amended and Restated Services Agreement (the “Amended MSA”) replacing in its entirety that certain Services Agreement previously disclosed on a Current Report on Form 8-K dated as of March 6, 2017. Clinton is an investment adviser registered with the U.S. Securities and Exchange Commission (the “Commission”) and a stockholder of the Company. The Amended MSA provides that Clinton will make available certain of its employees to provide services to the Company, including CEO services, to be provided by Mr. Strauss, COO services, to be provided by Mr. Strauss, and CFO services, to be provided by Mr. Ruchalski (the “Executive Services”). In addition to the Executive Services, Clinton will make available other employees of Clinton as necessary to manage certain business functions as deemed necessary in the sole discretion of Clinton to provide other management services (the “Management Services” and together with the Executive Services, the “MSA Services”). Clinton may at any time designate a substitute for Mr. Strauss, Mr. Ruchalski, or any other employee providing any of the MSA Services, such substitute being mutually agreeable to each of the Company and Clinton. In consideration for the MSA Services, the Company shall provide to Clinton a rate of $243,750 for the initial term, such initial term being the first three (3) months following the execution date of the Amended MSA, and shall automatically renew for successive renewal terms of three (3) calendar months, the fee for each renewal term being $243,750. Each of the Company or Clinton may terminate the Amended MSA, for any reason, by transmitting five (5) days’ prior notice to the other party. On March 29, 2019, Danny Zheng (“Mr. Zheng”), the Company’s Chief Financial Officer and Interim Chief Executive Office submitted his resignation from his positions with the Company. In connection with Mr. Zheng’s resignation, the Company together with Mr. Zheng entered into certain separation agreement (the “Zheng Separation Agreement”). Pursuant to the terms of the Zheng Separation Agreement, Mr. Zheng received a one-time cash severance payment in the amount $57,500, subject to any applicable withholdings. In consideration of this payment, Mr. Zheng executed a general release on behalf of the Company, and waived any other entitlements and benefits, including those described in that certain Employment Agreement entered into between Mr. Zheng and the Company (f/k/a Imation Corp.) on April 26, 2016. Mr. Zheng’s final employment date with the Company will be April 5, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates. |
Foreign Currency | Foreign Currency. |
Cash Equivalents | Cash Equivalents. |
Restricted Cash | Restricted Cash. In non-current assets of discontinued operations, we had $0.4 million and $1.7 million of restricted cash as of December 31, 2018 and December 31, 2017, respectively, which relates to cash set aside as indemnification for certain customers. |
Investments | Investments. |
Fair Value Measurements | Fair Value Measurements. Fair Value Measurements |
Trade Accounts Receivable and Allowances | Trade Accounts Receivable and Allowances. |
Inventories | Inventories. Basis of Presentation, |
Property, Plant and Equipment, Net | Property, Plant and Equipment, net. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives. The estimated depreciable lives range from 10 to 20 years for buildings and 5 to 10 years for machinery and equipment. Leasehold and other improvements are amortized over the remaining life of the lease or the estimated useful life of the improvement, whichever is shorter. Depreciation expense was $0.3 million and $1.5 million all in discontinued operations for the years ended December 31, 2018 and 2017 respectively. |
Intangible Assets | Intangible Assets. Intangible Assets |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. Intangible Assets |
Restructuring | Restructuring. |
Revenue Recognition | Revenue Recognition. Basis of Presentation, The majority of the Company’s former Nexsan products have both software and non-software components that together deliver the products’ essential functionality. The software is embedded within the hardware and sold together as a single storage solution to the customer. Accordingly, the software and non-software components do not qualify as separate units of accounting as prescribed in Accounting Standards Codification (“ASC”) 605-25 and are combined as a single unit of accounting. There are no situations where revenue is recognized separately for software. We also offered services in conjunction with our former Nexsan products which may include installation, training, hardware maintenance and software support. For such services that are determined to be essential to the functionality of the product, the product and services do not qualify as separate units of accounting as prescribed in ASC 605-25 and are combined as a single unit of accounting. In situations where the sale of our Storage and Security Solutions products and associated services qualify as multiple element arrangements, we allocate arrangement consideration to each unit of accounting based on its relative selling price, and revenue is recognized for each element when all the criteria for revenue recognition for such elements have been met. Revenue associated with stand-alone service arrangements (such as maintenance arrangements) that are sold separately is recorded ratably over the service period. Rebates that are provided to our customers are accounted for as a reduction of revenue at the time of sale based on an estimate of the cost to honor the related rebate programs. The rebate programs that we offer vary across our businesses as we serve numerous markets. The most common incentives relate to amounts paid or credited to customers that are volume-based and rebates to support promotional activities. |
Concentrations of Credit Risk | Concentrations of Credit Risk. Basis of Presentation, |
Cost of Goods Sold | Cost of Goods Sold. Basis of Presentation, |
Selling, General and Administrative (SG&A) Expenses | Selling, General and Administrative (SG&A) Expenses. |
Research and Development Costs | Research and Development Costs. Basis of Presentation, |
Rebates Received | Rebates Received. Basis of Presentation, |
Income Taxes | Income Taxes. We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax obligations based on expected taxable income, statutory tax rates and tax credits allowed in the various jurisdictions in which we operate. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some are temporary differences that will reverse over time. Temporary differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We must assess the likelihood that our deferred tax assets will be realized and establish a valuation allowance to the extent necessary. We record income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We measure deferred tax assets and liabilities using the enacted statutory tax rates that are expected to apply in the years in which the temporary differences are expected to be recovered or paid. Due to the Tax Reform Act’s reduction in corporate statutory tax rates effective after 2017, we had remeasured our deferred tax assets effective December 31, 2017 where appropriate. We regularly assess the likelihood that our deferred tax assets will be recovered in the future. In accordance with accounting rules, a valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered to be more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. If we determine it is more-likely-than-not that we will not realize all or part of our deferred tax assets, an adjustment to the deferred tax asset will be charged to earnings in the period such determination is made. Our income tax returns are subject to review by various U.S. and foreign taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. |
Treasury Stock | Treasury Stock. |
Stock-Based Compensation | Stock-Based Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Expected volatilities are based on historical volatility of our stock and are calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate for the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. We use historical data and management judgment to estimate option exercise and employee termination activity within the valuation model. The expected term of stock options granted is based on historical data and represents the period of time that stock options granted are expected to be outstanding. It is calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we consider the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield, if applicable, is based on the latest dividend payments made on or announced by the date of the grant. Forfeitures are estimated based on historical experience and current demographics. See Note 8 - Stock-Based Compensation |
Income (Loss) Per Common Share | Income (Loss) per Common Share. Diluted income (loss) per common share is computed on the basis of the weighted average basic shares outstanding plus the dilutive effect of our stock-based compensation plans using the “treasury stock” method. Since the exercise price of our stock options is greater than the average market price of the Company’s common stock for the period, we did not include dilutive common equivalent shares for these instruments in the computation of diluted income (loss) per common share because the effect would be anti-dilutive. See Note 3 - Income (Loss) per Common Share |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 (“Topic 606”) Revenue from Contracts with Customers. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605 Revenue Recognition (“Topic 605”) and requires entities to recognize revenue when control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Topic 606 only applied to the Nexsan Business, which is reflected in discontinued operations. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU No. 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding income and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (“OCI”). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). ASU No. 2016-01 also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (“FVO”) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. This standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company adopted this ASU in the first quarter of 2018 and there was no material impact to its consolidated results of operations and financial condition. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under ASU No. 2016-18, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. For the Company, this ASU became effective January 1, 2018 and entities were required to apply the standard’s provisions on a retrospective basis. The Company adopted this ASU in the first quarter of 2018 and there was no material impact to its consolidated statements of cash flows. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements related to the presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. This ASU requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. In addition, only service costs are eligible for capitalization. The standard was effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company retrospectively adopted ASU No. 2017-07 during the first quarter of 2018. The adoption of ASU 2017-07 resulted in the reclassification of ($2.9) million and $1.4 million of the Company’s net periodic pension cost, other than service cost, from “Selling, general and administrative” into “Other income (expense), net” in the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2018 and 2017, respectively. In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU No. 2018-03 clarify certain aspects of the guidance issued in ASU No. 2016-01 and are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The Company adopted this ASU in the third quarter of 2018 and there was no material impact to its consolidated results of operations and financial condition. |
New Accounting Pronouncements to be Adopted | New Accounting Pronouncements to Be Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees with capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company does not expect this standard to have a material effect on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU seeks to help entities reclassify certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), enacted on December 22, 2017. ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate. The amendments of this ASU allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 31, 2018; however, public business entities are allowed to early adopt the amendments of ASU 2018-02 in any interim period for which the financial statements have not yet been issued. The amendments of this ASU may be applied either at the beginning of the period (annual or interim) of adoption or retrospectively to each of the period(s) in which the effect of the change in the U.S. federal corporate tax rate in the Tax Reform Act is recognized. The Company does not expect this standard to have a material effect on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. The ASU also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606, Revenue from Contracts with Customers. The ASU requires a modified retrospective transition approach. For the Company, the ASU is effective as of January 1, 2019. The Company does not expect this standard to have a material effect on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-08, Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made. The ASU applies to entities that receive or make contributions, which primarily are not-for-profit entities but also affects business entities that make contributions. In the context of business entities that make contributions, the FASB clarified that a contribution is conditional if the arrangement includes both a barrier for the recipient to be entitled to the assets transferred and a right of return for the assets transferred (or a right of release of the business entity’s obligation to transfer assets). The recognition of contribution expense is deferred for conditional arrangements and is immediate for unconditional arrangements. The ASU requires modified prospective transition to arrangements that have not been completed as of the effective date or that are entered into after the effective date, but full retrospective application to each period presented is permitted. For the Company, the ASU is effective as of January 1, 2019. The Company does not expect this standard to have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amends ASU No. 2016-02, Leases. The new ASU includes certain clarifications to address potential narrow-scope implementation issues which the Company is incorporating into its assessment and adoption of ASU No. 2016-02. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. The Company does not expect this standard to have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASU No. 2016-02, Leases. The new ASU offers an additional transition method by which entities may elect not to recast the comparative periods presented in financial statements in the period of adoption and allows lessors to elect a practical expedient to not separate lease and non-lease components when certain conditions are met. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. The Company does not expect this standard to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. For the Company, the ASU is effective as of January 1, 2020. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires a retrospective transition approach. For the Company, the ASU is effective as of January 1, 2021. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Weighted Average Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of the weighted average basic and diluted income (loss) per share: Years Ended December 31, 2018 2017 (In millions, except per share amounts) Numerator: Loss from continuing operations $ (8.7 ) $ (2.3 ) Income (loss) from discontinued operations, net of income taxes 12.8 (6.1 ) Net income (loss) $ 4.1 $ (8.4 ) Denominator: Weighted average number of diluted shares outstanding during the period - basic and diluted 5.1 4.7 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (1.71 ) $ (0.49 ) Discontinued operations 2.51 (1.30 ) Net income (loss) $ 0.80 $ (1.79 ) Anti-dilutive shares excluded from calculation 0.1 0.3 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Key Components of Discontinued Operations | The key components of the results of discontinued operations were as follows: For the Years Ended December 31, 2018 2017 (In millions) Net revenue $ 24.8 $ 36.8 Cost of goods sold 13.7 20.0 Gross profit 11.1 16.8 Selling, general and administrative 8.1 24.7 Research and development 2.4 8.1 Intangible impairment — 2.7 Goodwill impairment — 3.8 Restructuring and other (3.8 ) (21.8 ) Other net expense (1.7 ) 2.1 Income (loss) from discontinued operations, before income taxes 6.1 (2.8 ) Gain on sale of discontinued businesses, before income taxes 6.4 — Income tax (provision) benefit 0.3 (3.3 ) Income (loss) from discontinued businesses, net of income taxes $ 12.8 $ (6.1 ) |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2018 2017 (In millions) Accrued payroll $ 0.2 $ 0.6 Levy accruals 0.3 5.6 Pension minimum contributions 1.9 — Other current liabilities 0.7 1.4 Total other current liabilities $ 3.1 $ 7.6 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table presents the remaining intangible assets balance as of December 31, 2018 and 2017: 2018 2017 (In millions) Cost $ — $ 10.1 Accumulated amortization — (1.9 ) Intangible assets, net $ — $ 8.2 |
Schedule of Changes in Intangible Assets | The following table presents the changes in intangible assets: Intangible Assets (In millions) December 31, 2017 $ 8.2 Amortization (1.9 ) Impairment charges (6.3 ) December 31, 2018 $ — |
Schedule of Amortization Expense for Intangible Assets | Amortization expense from continuing operations for intangible assets consisted of the following: Years Ended December 31, 2018 2017 (In millions) Amortization expense $ 1.9 $ 1.9 |
Schedule of Intangible Assets Estimated Amortization Expense | Based on the intangible assets in service as of December 31, 2018, estimated amortization expenses for each of the next five years ending December 31 is as follows: 2019 2020 2021 2022 2023 (In millions) Amortization expense $ — $ — $ — $ — $ — |
Restructuring and Other Expen_2
Restructuring and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Components of Restructuring and Other Expense | The components of our restructuring and other expense for our continuing operations included in our Consolidated Statements of Operations were as follows: Years Ended December 31, 2018 2017 (In millions) Restructuring Expense: Severance and related $ 0.2 $ 0.7 Other (1) — (1.9 ) Total restructuring $ 0.2 $ (1.2 ) Other Expense: Pension settlement/curtailment (Note 9) $ — $ 1.1 German levy settlement (Note 15) (5.0 ) — Other — (0.1 ) Total other $ (5.0 ) $ 1.0 Total $ (4.8 ) $ (0.2 ) (1) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation for Continuing Operations | Stock compensation consisted of the following: Years Ended December 31, 2018 2017 (In millions) Stock compensation expense $ — $ (0.1 ) |
Summary of Weighted Average Assumptions Used in the Valuation of Stock Options | The weighted average assumptions used in the valuation of options are not applicable for the years ended December 31, 2018 and 2017 as no options were granted over this time. 2018 2017 Volatility N/A N/A Risk-free interest rate N/A N/A Expected life (months) N/A N/A Dividend yield N/A N/A |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding December 31, 2016 286,706 $ 77.51 3.8 Canceled (71,400 ) 80.23 Forfeited (25,841 ) 16.42 Outstanding December 31, 2017 189,466 $ 84.81 1.8 Canceled (166,708 ) 84.96 Outstanding December 31, 2018 22,758 $ 83.67 0.2 Exercisable as of December 31, 2017 22,758 $ 83.67 0.2 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity: Restricted Stock Weighted Average Grant Date Fair Value Per Share Nonvested as of December 31, 2016 79,925 $ 20.64 Granted 206,666 3.36 Vested (5,404 ) 10.00 Forfeited (67,205 ) 22.84 Nonvested as of December 31, 2017 213,982 $ 3.53 Granted 160,146 1.13 Vested (298,136 ) 1.68 Forfeited (45,992 ) 4.86 Nonvested as of December 31, 2018 30,000 $ 7.03 |
Schedule of Stock Appreciation Rights (SARs) | The following table summarizes our stock appreciation rights activity: Stock Appreciation Rights Outstanding as of December 31, 2016 209,962 Granted — Canceled (138,526 ) Outstanding as of December 31, 2017 71,436 Granted — Canceled (71,436 ) Outstanding as of December 31, 2018 — |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligation and Plan Assets, and Net Funded Status | The benefit obligations and plan assets, changes to the benefit obligations and plan assets, and the funded status of the defined benefit pension plans were as follows: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Change in benefit obligation Benefit obligation, beginning of year $ 63.7 $ 64.9 $ 26.8 $ 24.1 Interest cost 2.2 2.5 0.4 0.4 Actuarial (gain) loss (2.0 ) 2.5 (0.3 ) (0.1 ) Benefits paid (2.5 ) (2.5 ) (1.0 ) (1.0 ) Settlement payments (1.8 ) (3.7 ) — — Foreign exchange rate changes — — (1.3 ) 3.4 Projected benefit obligation, end of year $ 59.6 $ 63.7 $ 24.6 $ 26.8 Change in plan assets Fair value of plan assets, beginning of year $ 48.8 $ 49.8 $ 17.5 $ 15.2 Actual return on plan assets (2.2 ) 4.8 0.3 1.1 Foreign exchange rate changes — — (0.8 ) 2.1 Company contributions 0.8 0.4 — 0.1 Benefits paid (2.5 ) (2.5 ) (1.0 ) (1.0 ) Settlement payments (1.8 ) (3.7 ) — — Fair value of plan assets, end of year 43.1 48.8 16.0 17.5 Funded status of the plan, end of year $ (16.5 ) $ (14.9 ) $ (8.6 ) $ (9.3 ) |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in our Consolidated Balance Sheets consisted of the following: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Current liabilities (2.1 ) — — — Noncurrent liabilities (14.4 ) (14.9 ) (8.6 ) (9.3 ) Accumulated other comprehensive loss — pre-tax — 18.9 8.9 9.8 |
Schedule of Amounts Recognized in Other Comprehensive Loss | Pre-tax amounts recognized in accumulated other comprehensive loss consisted of the following: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Net actuarial loss $ 21.8 $ 18.9 $ 8.9 $ 9.8 Total $ 21.8 $ 18.9 $ 8.9 $ 9.8 |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following table includes information for pension plans with an accumulated benefit obligation in excess of plan assets. United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 (In millions) Projected benefit obligation, end of year $ 59.6 $ 63.7 $ 24.6 $ 26.8 Accumulated benefit obligation, end of year 59.6 63.7 24.6 26.8 Plan assets at fair value, end of year 43.1 48.8 16.0 17.5 |
Schedule of Net Benefit Costs | Components of net periodic pension cost included the following: United States Germany Years Ended December 31, Years Ended December 31, 2018 2017 2018 2017 (In millions) Interest cost 2.1 2.5 0.4 0.4 Expected return on plan assets (3.1 ) (3.3 ) (0.6 ) (0.6 ) Amortization of net actuarial loss 0.4 0.3 0.3 0.4 Net periodic pension cost (credit) (0.6 ) (0.5 ) 0.1 0.2 Settlements and curtailments — 1.1 — — Total pension cost $ (0.6 ) $ 0.6 $ 0.1 $ 0.2 |
Schedule of Assumptions Used | Assumptions used to determine benefit obligations were as follows: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 Discount rate 4.25 % 3.50 % 1.7 % 1.56 % Rate of compensation increase — % — % — % — % Assumptions used to determine net periodic benefit costs were as follows: United States Germany As of December 31, As of December 31, 2018 2017 2018 2017 Discount rate 3.5 % 4.00 % 1.7 % 1.56 % Expected return on plan assets 6.5 % 6.50 % 3.5 % 3.50 % Rate of compensation increase — % — % — % — % |
Schedule of Allocation of Plan Assets | The plans’ asset allocations by asset category were as follows: United States International As of December 31, As of December 31, 2018 2017 2018 2017 Short-term investments 12 % 1 % — % — % Fixed income securities 27 % 27 % — % — % Equity securities 61 % 72 % — % — % Insurance contracts — % — % 100 % 100 % Total 100 % 100 % 100 % 100 % |
Schedule of Expected Benefit Payments | United States International (In millions) 2019 $ 14.5 $ 1.0 2020 4.0 1.0 2021 4.4 1.1 2022 4.0 1.1 2023 4.3 1.1 2022-2026 17.3 5.6 |
Schedule of Fair Value of Plan Assets | The fair value of the plan assets by asset category were as follows: United States December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 5.2 $ 5.2 $ — $ — Mutual Funds Equity securities US small cap core * 1.0 — — — Large-cap growth funds * 12.5 — — — Emerging markets * 3.0 — — — International growth fund * 9.7 — — — Common stocks — — — — Commingled trust funds * 11.7 — — — Total $ 43.1 $ 5.2 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 16.0 — 16.0 — Total $ 16.0 $ — $ 16.0 $ — United States December 31, 2017 Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 0.5 $ 0.5 $ — $ — Mutual Funds Equity securities Large-cap growth funds * 19.0 — — — International growth fund * 15.7 — — — Common stocks 0.6 0.6 — — Commingled trust funds * 13.0 — — — Total $ 48.8 $ 1.1 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 17.5 — 17.5 — Total $ 17.5 $ — $ 17.5 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from Continuing Operations Before Income Taxes | The components of loss from continuing operations before income taxes were as follows: Years Ended December 31, 2018 2017 (In millions) U.S. $ (13.8 ) $ (8.0 ) International 5.0 — Total $ (8.8 ) $ (8.0 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax (provision) benefit from continuing operations were as follows: Years Ended December 31, 2018 2017 (In millions) Current Federal $ 0.1 $ 5.7 International — — Deferred International — — Total $ 0.1 $ 5.7 |
Schedule of Income Tax Rate Reconciliation | The income tax provision from continuing operations differs from the amount computed by applying the statutory United States income tax rate (21 percent) because of the following items: Years Ended December 31, 2018 2017 (In millions) Tax at statutory U.S. tax rate $ 1.9 $ 10.0 State income taxes, net of federal benefit 0.6 1.0 Net effect of international operations (4.0 ) 1.1 Federal rate reduction effect on deferred tax assets — (104.9 ) Valuation allowances 30.8 91.8 Tax on unremitted earnings of foreign subsidiaries 0.5 5.1 U.S. tax on foreign earnings (0.2 ) (0.2 ) Stock-based compensation (0.3 ) (0.9 ) Net effect of subsidiary sale (29.2 ) — Goodwill impairment — (1.4 ) Minimum tax credit refundable 0.1 2.1 Reclassification to discontinued operations and other (0.1 ) 2.0 Income tax (provision) benefit $ 0.1 $ 5.7 |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets and liabilities were as follows: As of December 31, 2018 2017 (In millions) Accounts receivable allowances $ — $ — Inventories — 1.9 Compensation and employee benefits 0.3 1.5 Tax credit carryforwards 22.2 23.9 Net operating loss carryforwards 167.1 190.9 Accrued liabilities and other reserves 0.2 2.1 Pension 6.8 6.7 Property, plant and equipment — (0.1 ) Intangible assets, net 2.5 0.3 Capital losses 9.5 9.4 Other, net 44.4 1.3 Total deferred tax assets 253.0 237.9 Valuation allowance (253.0 ) (237.9 ) Net deferred tax assets — — Intangible assets, net — — Unremitted earnings of foreign subsidiaries (0.5 ) (1.0 ) Total deferred tax liabilities (0.5 ) (1.0 ) Valuation allowance — — Total deferred tax liabilities (0.5 ) (1.0 ) Net deferred tax liabilities $ (0.5 ) $ (1.0 ) |
Components of Deferred Tax Balances | The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2018 2017 (In millions) Deferred tax liability - non-current (0.5 ) (1.0 ) Total $ (0.5 ) $ (1.0 ) |
Schedule of Unrecognized Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2018 2017 (In Millions) Beginning Balance $ 0.9 $ 1.3 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years — — Settlements with taxing authorities — — Reductions due to lapse of statute of limitations (0.3 ) (0.4 ) Total 0.6 0.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis for year ended December 31, 2018 and December 31, 2017: Description December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ — $ — $ — $ — Description December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ 0.2 $ 0.2 $ — $ — |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Treasury Stock | The following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2016 744,091 Purchases 27,950 Restricted stock grants and other (138,102 ) Balance as of December 31, 2017 633,939 Purchases 13,879 Restricted stock grants and other (97,516 ) Balance as of December 31, 2018 550,302 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss and related activity consisted of the following: Defined Benefit Plans Foreign Currency Translation Total (In millions) Balance as of December 31, 2017 $ (18.2 ) $ (0.7 ) $ (18.9 ) Other comprehensive (loss) income before reclassifications, net of tax (1) (2.9 ) 0.7 (2.2 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 0.4 — 0.4 Net current period other comprehensive income (loss) (2.5 ) 0.7 (2.2 ) Balance as of December 31, 2018 $ (20.7 ) $ — $ (20.7 ) (1) |
Reclassification Out of Accumulated Other Comprehensive Loss | Details of amounts reclassified from Accumulated other comprehensive loss and the line item in our Consolidated Statement of Operations for the year ended December 31, 2018 are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Loss is Presented (In millions) Amortization of net actuarial loss (2.9 ) Other Income (Expense) Cumulative translation adjustment 0.7 Other Income (Expense) Total reclassifications for the period $ (2.2 ) |
Business Segment Information _2
Business Segment Information and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue and Operating Income (Loss) by Segment | Net revenue and operating loss from continuing operations by segment were as follows: Years Ended December 31, 2018 2017 (In millions) Net Revenue Asset Management Business — — Total net revenue $ — $ — Years Ended December 31, 2018 2017 (In millions) Operating loss from continuing operations Asset Management Business (3.6 ) (4.3 ) Total segment operating loss (3.6 ) (4.3 ) Corporate and unallocated (3.3 ) (4.6 ) Intangible impairment (6.2 ) — Restructuring and other 4.8 0.2 Total operating loss (8.3 ) (8.7 ) Interest expense (0.1 ) — Net income (loss) from GBAM Fund activities (0.9 ) 1.2 Other income (expense), net 0.5 (0.5 ) Loss from continuing operations before income taxes $ (8.8 ) $ (8.0 ) |
Litigation, Commitments and C_2
Litigation, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | The following table sets forth the components of net rent expense for the years ended December 31: 2018 2017 (In millions) Minimum lease payments $ 0.1 $ 0.1 Contingent rentals — — Total rental expense, net $ 0.1 $ 0.1 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Feb. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 23, 2017 |
Basis of Presentation [Line Items] | ||||
Reverse stock split | 1:10 reverse split | |||
Common stock, shares authorized | 100,000,000 | 10,000,000 | 10,000,000 | |
Negative working capital | $ (200) | |||
Increase (decrease) in expected cash flows | $ 4,900 | |||
Plan to reduce corporate cost | 50.00% | |||
Alternative minimum tax refund | $ 1,100 | |||
Pension contributions yet to be paid | 2,100 | |||
Cash balance and short-term investments | 4,900 | |||
Monetizing investment in arrive | 4,000 | |||
Corporate Expense Settlement [Member] | ||||
Basis of Presentation [Line Items] | ||||
Cash balance and short-term investments | 2,000 | |||
Pension Obligation Funding Costs Arrangement [Member] | ||||
Basis of Presentation [Line Items] | ||||
Cash balance and short-term investments | 4,000 | |||
Legal Settlement Payment to CMC [Member] | ||||
Basis of Presentation [Line Items] | ||||
Cash balance and short-term investments | 1,000 | |||
Legal Settlement Payment to Others [Member] | ||||
Basis of Presentation [Line Items] | ||||
Cash balance and short-term investments | 500 | |||
March 31, 2019 [Member] | ||||
Basis of Presentation [Line Items] | ||||
Proceeds from escrow | $ 950 | |||
NXSN Acquisition Corp. [Member] | ||||
Basis of Presentation [Line Items] | ||||
Noncontrolling interest, percentage held by noncontrolling owners | 50.00% | |||
Senior secured convertible promissory note | $ 25,000 | |||
Noncontrolling interest, percentage held by parent | 50.00% | |||
Equity interest percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | ||
Restricted cash included in other current assets | $ 200 | |
Restricted cash included in non-current assets of discontinued operations | 400 | 1,700 |
Depreciation of discontinued operations | $ 300 | $ 1,500 |
Buildings [Member] | Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Useful lives | 10 years | |
Buildings [Member] | Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Useful lives | 20 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Useful lives | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Useful lives | 10 years |
Income (Loss) Per Common Shar_2
Income (Loss) Per Common Share - Computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations | $ (8,700) | $ (2,300) |
Income (loss) from discontinued operations, net of income taxes | 12,800 | (6,100) |
Net Income (loss) | $ 4,100 | $ (18,600) |
Weighted average number of diluted shares outstanding during the period - basic and diluted | 5,100,000 | 4,700,000 |
Continuing operations | $ (1.71) | $ (0.49) |
Discontinued operations | 2.51 | (1.30) |
Net income (loss) | $ 0.80 | $ (1.79) |
Anti-dilutive shares excluded from calculation | 100,000 | 300,000 |
Discontinued Operations - (Deta
Discontinued Operations - (Details Narrative) $ in Thousands | Aug. 16, 2018USD ($)shares | Aug. 13, 2018USD ($) | Jan. 04, 2016USD ($)Integer | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 28, 2018USD ($) | Sep. 28, 2017USD ($) | Jan. 23, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Current assets of discontinued operations | $ 2,400 | $ 11,500 | ||||||
Current liabilities of discontinued operations | 4,600 | 20,200 | ||||||
NXSN-Humilis Agreement [Member] | Share Option [Member] | Common Stock [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Option to purchase shares | shares | 140,000,500 | |||||||
Legal Settlement Payment to Others [Member] | Share Option [Member] | Preferred Stock [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Option to purchase shares | shares | 5,600,000 | |||||||
Stock Purchase Agreement [Member] | StorCentric, Inc., [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gross proceeds amount of stock options | $ 5,675 | |||||||
Purchase Agreement [Member] | Hilco IP Services LLC [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Sale of business, total consideration | $ 950 | |||||||
IOENGINE Note [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Debt instrument, principal amount | $ 4,000 | |||||||
Repayments of notes payable | $ 2,250 | |||||||
NXSN Acquisition Corp. [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Noncontrolling interest, percentage held by parent | 50.00% | |||||||
Senior secured convertible promissory note | $ 25,000 | |||||||
Discontinued Operations, Disposed of by Sale [Member] | Trademarks [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of trademarks sold (trademark) | Integer | 2 | |||||||
Sale of trademarks | $ 9,400 | |||||||
Discontinued Operations, Disposed of by Sale [Member] | Nexsan Sale [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Sale of business, total consideration | 5,675 | |||||||
Escrow deposit | $ 650 | |||||||
Escrow deposit duration | 18 months | |||||||
Proceeds from escrowed fund | $ 2,775 | |||||||
Escrow deposit disbursements related to property sales | 750 | |||||||
Ramianing escrow deposit | 250 | |||||||
Net income of discontinued operations | 18,900 | 6,400 | ||||||
Disposal group, including discontinued operation, general and administrative expense | 3,800 | |||||||
Disposal group, including discontinued operation, intangible assets, current | 1,000 | |||||||
Net income of discontinued operations, noncontrolling interest | 600 | 10,200 | ||||||
Disposal group, including discontinued operation, depreciation and amortization | 300 | 2,000 | ||||||
Disposal group, including discontinued operation, lease expense | 500 | 1,100 | ||||||
Discontinued operation, tax effect of income (loss) from discontinued operation during phase-out period | 300 | 3,300 | ||||||
Current assets of discontinued operations | 2,400 | 11,500 | ||||||
Disposal group, including discontinued operation, accounts receivable, net | 700 | 5,800 | ||||||
Disposal group, including discontinued operation, funds held in escrow | 1,000 | |||||||
Disposal group, including discontinued operation, other assets | 700 | 2,200 | ||||||
Disposal group, including discontinued operation, inventory | 3,500 | |||||||
Current liabilities of discontinued operations | 4,600 | 20,200 | ||||||
Accounts payable of discontinued operations | 1,700 | 6,700 | ||||||
Customer credit and rebate accruals of discontinued operation | 1,000 | 700 | ||||||
Other current liabilities of discontinued operations | 2,200 | 5,600 | ||||||
Disposal group, including discontinued operation, deferred revenue | 7,200 | |||||||
Other liabilities of discontinued operations | 2,200 | 13,600 | ||||||
Withholding tax of discontinued operations | 500 | 1,000 | ||||||
Tax contingencies of discontinued operations | 600 | 900 | ||||||
Other liabilities of discontinued operations, other | 1,100 | 6,600 | ||||||
Discontinued Operations, Disposed of by Sale [Member] | IOENGINE [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, including discontinued operation, general and administrative expense | $ 1,900 | |||||||
Other liabilities of discontinued operations, other | 4,100 | |||||||
Discontinued Operations, Disposed of by Sale [Member] | CMC [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Other liabilities of discontinued operations, other | $ 1,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Key Components of Discontinued Operations (Details) - Discontinued Operations [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | $ 24,800 | $ 36,800 |
Cost of goods sold | 13,700 | 20,000 |
Gross profit | 11,100 | 16,800 |
Selling, general and administrative | 8,100 | 24,700 |
Research and development | 2,400 | 8,100 |
Intangible impairment | 2,700 | |
Goodwill impairment | 3,800 | |
Restructuring and other | (3,800) | (21,800) |
Other net expense | (1,700) | 2,100 |
Income (loss) from discontinued operations, before income taxes | 6,100 | (2,800) |
Gain on sale of discontinued businesses, before income taxes | 6,400 | |
Income tax (provision) benefit | 300 | (3,300) |
Income (loss) from discontinued businesses, net of income taxes | $ 12,800 | $ (6,100) |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other Noncurrent Assets [Member] | ||
Equity securities | $ 4,000 | $ 4,000 |
Income taxes receivable | 1,100 | 2,100 |
Other assets | 300 | 300 |
Other Noncurrent Assets [Member] | NXSN Acquisition Corp [Member] | ||
Stock issued pursuant to acquisitions | 700 | |
Other Current Liabilities [Member] | ||
Pension liabilities | 23,000 | 24,300 |
Other liabilities | $ 700 | $ 900 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll | $ 200 | $ 600 |
Levy accruals | 300 | 5,600 |
Pension minimum contributions | 1,900 | |
Other current liabilities | 700 | 1,400 |
Total other current liabilities | $ 3,100 | $ 7,600 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | Feb. 02, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Investment capacity under Clinton's management | $ 1,000,000 | ||
Number of shares issued | 1,250,000 | ||
Fair value of stock issued | $ 10,100 | $ 10,200 | |
Amortization of intangible assets | $ 10,100 | 1,900 | 1,900 |
Intangible assets useful life | 5 years | ||
Intangible assets impairment | $ 6,300 | $ 2,700 | |
Intangible Asset [Member] | |||
Number of shares issued | 1,250,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 10,100 | |
Accumulated amortization | (1,900) | |
Intangible assets, net | $ 8,200 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Changes in Intangible Assets (Details) - USD ($) $ in Thousands | Feb. 02, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible Assets, Beginning balance | $ 8,200 | ||
Amortization | $ (10,100) | (1,900) | $ (1,900) |
Impairment charges | (6,300) | (2,700) | |
Intangible Assets, Ending balance | $ 8,200 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Feb. 02, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 10,100 | $ 1,900 | $ 1,900 |
Intangible Assets - Schedule _4
Intangible Assets - Schedule of Intangible Assets Estimated Amortization Expense (Details) | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | |
2020 | |
2021 | |
2022 | |
2023 |
Restructuring and Other Expen_3
Restructuring and Other Expense - (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Restructuring and Related Activities [Abstract] | ||
Restructuring reserve | $ 100 | $ 0 |
Restructuring and Other Expen_4
Restructuring and Other Expense - Components of Restructuring and Other Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Restructuring and Related Activities [Abstract] | |||
Severance and related | $ 200 | $ 700 | |
Other | [1] | (1,900) | |
Total restructuring | 200 | (1,200) | |
Pension settlement/curtailment | 1,100 | ||
German levy settlement | (5,000) | ||
Other | (100) | ||
Total other | (5,000) | 1,000 | |
Total | $ (4,800) | $ (200) | |
[1] | For the year ended December 31, 2017, other includes $1.5 million net gain from an asset sale and $0.4 million reversal of other employee costs. We have considered these costs to be attributable to our corporate activities and, therefore, they are not part of our discontinued operations. |
Restructuring and Other Expen_5
Restructuring and Other Expense - Components of Restructuring and Other Expense (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Restructuring and Related Activities [Abstract] | |
Income from asset sale | $ 1,500 |
Reversal of cost | $ 400 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Stock compensation expense | $ (100) | ||
Stock Options [Member] | |||
Number of shares granted | |||
Intrinsic value of options outstanding | $ 0 | $ 0 | |
Number of options exercised | |||
Stock compensation expense | $ (300) | $ 100 | |
Unrecognized compensation expense | |||
Restricted Stock [Member] | |||
Number of shares granted | |||
Stock compensation expense | $ 300 | $ (200) | |
Unrecognized compensation expense | 100 | ||
Fair value of shares vested in period | 500 | 100 | |
Tax benefit from stock-based compensation expense | $ 100 | $ 100 | |
Unrecognized compensation expense related to non-vested stock, period of recognition | 1 year 2 months 12 days | ||
Stock Plans [Member] | |||
Stock-based compensation awards vesting terms | 10 years | ||
Number of stock-based compensation awards consisting of stock options and restricted stock outstanding | 10,802 | ||
Stock Plans [Member] | Employees [Member] | |||
Stock-based compensation awards vesting terms | 4 years | ||
2011 Incentive Plan [Member] | |||
Number of stock-based compensation awards consisting of stock options and restricted stock outstanding | 41,956 | ||
Number of shares authorized to award | 934,300 | ||
Number of shares available for grant | 288,295 | ||
2011 Incentive Plan [Member] | Stock Appreciation Rights [Member] | |||
Number of shares granted | 300,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock compensation expense | $ (100) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Weighted Average Assumptions Used in the Valuation of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Volatility | 0.00% | 0.00% |
Risk-free interest rate | 0.00% | 0.00% |
Expected life (months) | 0 years | 0 years |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock Options Outstanding, Beginning balance | 189,466 | 286,706 |
Stock Options Outstanding, Canceled | (166,708) | (71,400) |
Stock Options Outstanding, Forfeited | (25,841) | |
Stock Options Outstanding, Ending balance | 22,758 | 189,466 |
Stock Options Exercisable | 22,758 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 84.81 | $ 77.51 |
Weighted Average Exercise Price, Canceled | 84.96 | 80.23 |
Weighted Average Exercise Price, Forfeited | 16.42 | |
Weighted Average Exercise Price Outstanding, Ending balance | 83.67 | $ 84.81 |
Weighted Average Exercise Price Exercisable | $ 83.67 | |
Weighted Average Remaining Contractual Life (Years), Beginning balance | 1 year 9 months 18 days | 3 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Ending balance | 2 months 12 days | 1 year 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 2 months 12 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Nonvested Restricted Stock Outstanding, Beginning balance | 213,982 | 79,925 |
Nonvested Restricted Stock, Granted | 160,146 | 206,666 |
Nonvested Restricted Stock, Vested | (298,136) | (5,404) |
Nonvested Restricted Stock, Forfeited | (45,992) | (67,205) |
Nonvested Restricted Stock Outstanding, Ending balance | 30,000 | 213,982 |
Weighted Average Grant Date Fair Value Per Share, Beginning balance | $ 3.53 | $ 20.64 |
Weighted Average Grant Date Fair Value Per Share, Granted | 1.13 | 3.36 |
Weighted Average Grant Date Fair Value Per Share, Vested | 1.68 | 10 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 4.86 | 22.84 |
Weighted Average Grant Date Fair Value Per Share, Ending balance | $ 7.03 | $ 3.53 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Appreciation Rights (SARs) (Details) - Stock Appreciation Rights [Member] - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Outstanding, Beginning balance | 71,436 | 209,962 |
Stock Appreciation Rights, Granted | ||
Stock Appreciation Rights, Canceled | (71,436) | (138,526) |
Outstanding, Ending balance | 71,436 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Pension expense | $ 500 | $ 800 |
Employer contributions in current fiscal year | 800 | |
Required contributions by employer | 2,100 | |
Anticipated contributions in next twelve months | 4,500 | |
Pension settlement loss | 1,100 | |
Estimated amortization of net actuarial loss amount | 800 | |
Estimated amortization of net prior service credit | 0 | |
Estimated amortization of net obligation at transition | $ 0 | |
United States [Member] | ||
Employer contributions in current fiscal year | 400 | |
Interest credit rate in current year | 2.80% | |
Interest credit rate in next fiscal year | 3.36% | |
Pension settlement loss | 1,100 | |
United States [Member] | Equity Securities [Member] | ||
Target plan asset allocations | 65.00% | |
United States [Member] | Fixed Income Securities [Member] | ||
Target plan asset allocations | 25.00% | |
United States [Member] | Other Investments [Member] | ||
Target plan asset allocations | 10.00% | |
Foreign Plan [Member] | ||
Pension expense | $ 100 | 200 |
Employer contributions in current fiscal year | $ 100 | |
January 15, 2019 [Member] | ||
Required contributions by employer | $ 400 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Changes in Projected Benefit Obligation and Plan Assets, and Net Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Company contributions | $ 800 | |
United States [Member] | ||
Benefit obligation, beginning of year | 63,700 | $ 64,900 |
Interest cost | 2,100 | 2,500 |
Actuarial (gain) loss | (2,000) | 2,500 |
Benefits paid | (2,500) | (2,500) |
Settlement payments | (1,800) | (3,700) |
Foreign exchange rate changes | ||
Projected benefit obligation, end of year | 59,600 | 63,700 |
Fair value of plan assets, beginning of year | 48,800 | 49,800 |
Actual return on plan assets | (2,200) | 4,800 |
Foreign exchange rate changes | ||
Company contributions | 400 | |
Benefits paid | (2,500) | (2,500) |
Settlement payments | (1,800) | (3,700) |
Fair value of plan assets, end of year | 43,100 | 48,800 |
Funded status of the plan, end of year | (16,500) | (14,900) |
Foreign Plan [Member] | ||
Benefit obligation, beginning of year | 26,800 | 24,100 |
Interest cost | 400 | 400 |
Actuarial (gain) loss | (300) | (100) |
Benefits paid | (1,000) | (1,000) |
Settlement payments | ||
Foreign exchange rate changes | (1,300) | 3,400 |
Projected benefit obligation, end of year | 24,600 | 26,800 |
Fair value of plan assets, beginning of year | 17,500 | 15,200 |
Actual return on plan assets | 300 | 1,100 |
Foreign exchange rate changes | (800) | 2,100 |
Company contributions | 100 | |
Benefits paid | (1,000) | (1,000) |
Settlement payments | ||
Fair value of plan assets, end of year | 16,000 | 17,500 |
Funded status of the plan, end of year | $ (8,600) | $ (9,300) |
Retirement Plans - Schedule o_2
Retirement Plans - Schedule of Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
United States [Member] | ||
Current liabilities | $ (2,100) | |
Noncurrent liabilities | (14,400) | (14,900) |
Accumulated other comprehensive loss - pre-tax | 18,900 | |
Foreign Plan [Member] | ||
Current liabilities | ||
Noncurrent liabilities | (8,600) | (9,300) |
Accumulated other comprehensive loss - pre-tax | $ 8,900 | $ 9,800 |
Retirement Plans - Schedule o_3
Retirement Plans - Schedule of Amounts Recognized in Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
United States [Member] | ||
Net actuarial loss | $ 21,800 | $ 18,900 |
Total | 18,900 | |
Foreign Plan [Member] | ||
Net actuarial loss | 8,900 | 9,800 |
Total | $ 8,900 | $ 9,800 |
Retirement Plans - Schedule o_4
Retirement Plans - Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
United States [Member] | ||
Projected benefit obligation, end of year | $ 59,600 | $ 63,700 |
Accumulated benefit obligation, end of year | 59,600 | 63,700 |
Plan assets at fair value, end of year | 43,100 | 48,800 |
Foreign Plan [Member] | ||
Projected benefit obligation, end of year | 24,600 | 26,800 |
Accumulated benefit obligation, end of year | 24,600 | 26,800 |
Plan assets at fair value, end of year | $ 16,000 | $ 17,500 |
Retirement Plans - Schedule o_5
Retirement Plans - Schedule of Net Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Settlements and curtailments | $ (2,500) | $ 1,400 |
United States [Member] | ||
Interest cost | 2,100 | 2,500 |
Expected return on plan assets | (3,100) | (3,300) |
Amortization of net actuarial loss | 400 | 300 |
Net periodic pension cost (credit) | (600) | (500) |
Settlements and curtailments | 1,100 | |
Total pension cost | (600) | 600 |
Foreign Plan [Member] | ||
Interest cost | 400 | 400 |
Expected return on plan assets | (600) | (600) |
Amortization of net actuarial loss | 300 | 400 |
Net periodic pension cost (credit) | 100 | 200 |
Settlements and curtailments | ||
Total pension cost | $ 100 | $ 200 |
Retirement Plans - Schedule o_6
Retirement Plans - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
United States [Member] | ||
Benefit obligations, Discount rate | 4.25% | 3.50% |
Benefit obligations, Rate of compensation increase | 0.00% | 0.00% |
Net periodic benefit costs, Discount rate | 3.50% | 4.00% |
Net periodic benefit costs, Expected return on plan assets | 6.50% | 6.50% |
Net periodic benefit costs, Rate of compensation increase | 0.00% | 0.00% |
Foreign Plan [Member] | ||
Benefit obligations, Discount rate | 1.70% | 1.56% |
Benefit obligations, Rate of compensation increase | 0.00% | 0.00% |
Net periodic benefit costs, Discount rate | 1.70% | 1.56% |
Net periodic benefit costs, Expected return on plan assets | 3.50% | 3.50% |
Net periodic benefit costs, Rate of compensation increase | 0.00% | 0.00% |
Retirement Plans - Schedule o_7
Retirement Plans - Schedule of Allocation of Plan Assets (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
United States [Member] | ||
Actual plan asset allocations | 100.00% | 100.00% |
United States [Member] | Short-term Investments [Member] | ||
Actual plan asset allocations | 12.00% | 1.00% |
United States [Member] | Fixed Income Securities [Member] | ||
Actual plan asset allocations | 27.00% | 27.00% |
United States [Member] | Equity Securities [Member] | ||
Actual plan asset allocations | 61.00% | 72.00% |
United States [Member] | Insurance Contracts [Member] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International [Member] | ||
Actual plan asset allocations | 100.00% | 100.00% |
International [Member] | Short-term Investments [Member] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International [Member] | Fixed Income Securities [Member] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International [Member] | Equity Securities [Member] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International [Member] | Insurance Contracts [Member] | ||
Actual plan asset allocations | 100.00% | 100.00% |
Retirement Plans - Schedule o_8
Retirement Plans - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
United States [Member] | |
2019 | $ 14,500 |
2020 | 4,000 |
2021 | 4,400 |
2022 | 4,000 |
2023 | 4,300 |
2022-2026 | 17,300 |
Foreign Plan [Member] | |
2019 | 1,000 |
2020 | 1,000 |
2021 | 1,100 |
2022 | 1,100 |
2023 | 1,100 |
2022-2026 | $ 5,600 |
Retirement Plans - Schedule o_9
Retirement Plans - Schedule of Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
United States [Member] | |||||
Fair value of plan assets | $ 43,100 | $ 48,800 | $ 49,800 | ||
Fair Value Measurements, Recurring [Member] | Insurance Contracts [Member] | International [Member] | |||||
Fair value of plan assets | 16,000 | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | |||||
Fair value of plan assets | 43,100 | 48,800 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Level 1 [Member] | |||||
Fair value of plan assets | 5,200 | 1,100 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Level 2 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Level 3 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Short-term Investments [Member] | Money Market Securities [Member] | |||||
Fair value of plan assets | 5,200 | 500 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Short-term Investments [Member] | Money Market Securities [Member] | Level 1 [Member] | |||||
Fair value of plan assets | 5,200 | 500 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Short-term Investments [Member] | Money Market Securities [Member] | Level 2 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Short-term Investments [Member] | Money Market Securities [Member] | Level 3 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | US Small Cap Core [Member] | |||||
Fair value of plan assets | [1] | 1,000 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | US Small Cap Core [Member] | Level 1 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | US Small Cap Core [Member] | Level 2 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | US Small Cap Core [Member] | Level 3 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Large-cap Growth Funds [Member] | |||||
Fair value of plan assets | 12,500 | [1] | 19,000 | ||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Large-cap Growth Funds [Member] | Level 1 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Large-cap Growth Funds [Member] | Level 2 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Large-cap Growth Funds [Member] | Level 3 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Emerging Markets [Member] | |||||
Fair value of plan assets | [1] | 3,000 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Emerging Markets [Member] | Level 1 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Emerging Markets [Member] | Level 2 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | Emerging Markets [Member] | Level 3 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | International Growth Fund [Member] | |||||
Fair value of plan assets | 9,700 | [1] | 15,700 | ||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | International Growth Fund [Member] | Level 1 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | International Growth Fund [Member] | Level 2 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Equity Securities [Member] | International Growth Fund [Member] | Level 3 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Common Stocks [Member] | |||||
Fair value of plan assets | [1] | 600 | |||
Fair Value Measurements, Recurring [Member] | United States [Member] | Common Stocks [Member] | Level 1 [Member] | |||||
Fair value of plan assets | 600 | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Common Stocks [Member] | Level 2 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Common Stocks [Member] | Level 3 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Commingled Trust Funds [Member] | |||||
Fair value of plan assets | [1] | 11,700 | 13,000 | ||
Fair Value Measurements, Recurring [Member] | United States [Member] | Commingled Trust Funds [Member] | Level 1 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Commingled Trust Funds [Member] | Level 2 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | United States [Member] | Commingled Trust Funds [Member] | Level 3 [Member] | |||||
Fair value of plan assets | [1] | ||||
Fair Value Measurements, Recurring [Member] | International [Member] | |||||
Fair value of plan assets | 16,000 | 17,500 | |||
Fair Value Measurements, Recurring [Member] | International [Member] | Level 1 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | International [Member] | Level 2 [Member] | |||||
Fair value of plan assets | 16,000 | 17,500 | |||
Fair Value Measurements, Recurring [Member] | International [Member] | Level 3 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | International [Member] | Insurance Contracts [Member] | |||||
Fair value of plan assets | 17,500 | ||||
Fair Value Measurements, Recurring [Member] | International [Member] | Insurance Contracts [Member] | Level 1 [Member] | |||||
Fair value of plan assets | |||||
Fair Value Measurements, Recurring [Member] | International [Member] | Insurance Contracts [Member] | Level 2 [Member] | |||||
Fair value of plan assets | 16,000 | 17,500 | |||
Fair Value Measurements, Recurring [Member] | International [Member] | Insurance Contracts [Member] | Level 3 [Member] | |||||
Fair value of plan assets | |||||
[1] | In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax description | The Tax Reform Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent. | |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | |
Minimum tax credit refundable | $ 100 | $ 2,100 |
Net cash paid for income taxes | 400 | 0 |
Valuation allowance | 253,000 | $ 237,900 |
Deferred tax liability valuation allowance | 500 | |
Operating loss carryforwards | $ 611,600 | |
Income tax expiry description | 2029 | |
Income tax examination likelihood ownership percentage | This limitation could result if there is a more than 50 percent ownership shift in the GlassBridge shares within a three year testing period. | |
Unremitted foreign earnings in deferred tax liabilities related to foreign tax withholding | $ 600 | |
Unrecognized tax benefits that would impact effective tax rate | 600 | |
Tax Reform Act [Member] | ||
Operating loss carryforwards | 2,600 | |
State and Local Jurisdiction [Member] | Tax Year 2037 [Member] | ||
Operating loss carryforwards | 323,600 | |
Internal Revenue Service (IRS) [Member] | ||
Operating loss carryforwards | $ 609,000 | |
Income tax examination likelihood ownership percentage | The Company's $609.0 million in federal net operating loss carryforwards generated through 2017 continue to be subject to the historical tax rules that allow carryforward for 20 years from origin, with the ability to offset 100 percent of future taxable income. | |
U.S. and Foreign Tax [Member] | ||
Operating loss carryforwards | $ 21,300 | |
Remainder tax credit carryforward expiration | Expire between 2019 and 2021, and the remainder of which will expire between 2022 and 2032. | |
U.S. and Foreign Tax [Member] | Expire Between 2019 and 2021 [Member] | ||
Operating loss carryforwards | $ 17,700 | |
Federal Capital [Member] | Expire Between 2019 and 2022 [Member] | ||
Operating loss carryforwards | 38,000 | |
Foreign [Member] | ||
Operating loss carryforwards | 67,500 | |
Foreign [Member] | Indefinite [Member] | ||
Operating loss carryforwards | 22,200 | |
Foreign [Member] | Expire Between 2019 and 2021 [Member] | ||
Operating loss carryforwards | 1,600 | |
Foreign [Member] | Tax Year Upto 2027 [Member] | ||
Operating loss carryforwards | 43,700 | |
2019 [Member] | ||
Income tax refunds | 1,100 | |
2020 [Member] | ||
Income tax refunds | 500 | |
2021 [Member] | ||
Income tax refunds | 300 | |
2022 [Member] | ||
Income tax refunds | $ 300 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (13,800) | $ (8,000) |
International | 5,000 | |
Loss from continuing operations before income taxes | $ (8,800) | $ (8,000) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Current, Federal | $ 100 | $ 5,700 |
Current, International | ||
Deferred, International | ||
Total | $ 100 | $ 5,700 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory U.S. tax rate | $ 1,900 | $ 10,000 |
State income taxes, net of federal benefit | 600 | 1,000 |
Net effect of international operations | (4,000) | 1,100 |
Federal rate reduction effect on deferred tax assets | (104,900) | |
Valuation allowances | 30,800 | 91,800 |
Tax on unremitted earnings of foreign subsidiaries | 500 | 5,100 |
U.S. tax on foreign earnings | (200) | (200) |
Stock-based compensation | (300) | (900) |
Net effect of subsidiary sale | (29,200) | |
Goodwill impairment | (1,400) | |
Minimum tax credit refundable | 100 | 2,100 |
Reclassification to discontinued operations and other | (100) | 2,000 |
Income tax (provision) benefit | $ 100 | $ 5,700 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable allowances | ||
Inventories | 1,900 | |
Compensation and employee benefits | 300 | 1,500 |
Tax credit carryforwards | 22,200 | 23,900 |
Net operating loss carryforwards | 167,100 | 190,900 |
Accrued liabilities and other reserves | 200 | 2,100 |
Pension | 6,800 | 6,700 |
Property, plant and equipment | (100) | |
Intangible assets, net | 2,500 | 300 |
Capital losses | 9,500 | 9,400 |
Other, net | 44,400 | 1,300 |
Total deferred tax assets | 253,000 | 237,900 |
Valuation allowance | (253,000) | (237,900) |
Net deferred tax assets | ||
Intangible assets, net | ||
Unremitted earnings of foreign subsidiaries | (500) | (1,000) |
Total deferred tax liabilities | (500) | (1,000) |
Valuation allowance | ||
Total deferred tax liabilities | (500) | (1,000) |
Net deferred tax liabilities | $ (500) | $ (1,000) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax liability - non-current | $ (500) | $ (1,000) |
Net deferred tax liabilities | $ (500) | $ (1,000) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning balance | $ 900 | $ 1,300 |
Additions for tax positions of current years | ||
Additions for tax positions of prior years | ||
Reductions for tax positions of prior years | ||
Settlements with taxing authorities | ||
Reductions due to lapse of statute of limitations | (300) | (400) |
Unrecognized tax benefits, ending balance | $ 600 | $ 900 |
Major Customers and Accounts _2
Major Customers and Accounts Receivable (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable [Member] | |
Concentration risk percentage | 10.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Short term investment | $ 700 | |
Clinton Lighthouse Equity Strategies Fund (Offshore) Ltd [Member] | ||
Short term investment | 0 | $ 400 |
GBAM Managed Investment Fund [Member] | ||
Short term investment | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trading securities | $ 200 | |
Level 1 [Member] | ||
Trading securities | 200 | |
Level 2 [Member] | ||
Trading securities | ||
Level 3 [Member] | ||
Trading securities |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 26 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Nov. 14, 2016 | Aug. 06, 2015 | May 02, 2012 | |
Discontinued operation foreign currency translation loss | $ 700 | |||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
382 Rights Agreement [Member] | ||||||
Acquiring person threshold | 5.00% | 5.00% | ||||
Percentage transfer threshold assets, cashflow, and earning power | 50.00% | 50.00% | ||||
Ownership percentage for board of exchange rights | 50.00% | 50.00% | ||||
Right redemption price | $ 0.001 | $ 0.001 | ||||
382 Rights Agreement [Member] | Series A Participating Preferred Stock [Member] | ||||||
Preferred stock, par value | 0.01 | 0.01 | ||||
Price per share | $ 15 | $ 15 | ||||
Wells Fargo Bank, N.A [Member] | 382 Rights Agreement [Member] | ||||||
Ownership percentage | 4.90% | |||||
Treasury Stock [Member] | ||||||
Number of shares authorized to repurchased | 500,000 | |||||
Purchase of treasury stock | 13,879 | 27,950 | 65,915 | |||
Purchase of treasury stock, value | $ 13,575 | $ 67,582 | $ 300 | |||
Additional number of shares authorized to repurchased | 434,085 | 434,085 | ||||
Average price per share of treasury stock acquired | $ 44.88 | |||||
Treasury Stock [Member] | Maximum [Member] | ||||||
Number of shares authorized to repurchased | 500,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Treasury Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Treasury shares, beginning balance | 600,000 | 744,091 |
Purchases | 13,879 | 27,950 |
Restricted stock grants and other | (97,516) | (138,102) |
Treasury shares, ending balance | 600,000 | 600,000 |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Beginning balance | $ (22,000) | ||
Other comprehensive (loss) income before reclassifications, net of tax | (1,800) | $ 1,700 | |
Ending balance | (19,200) | (22,000) | |
Defined Benefit Plans [Member] | |||
Beginning balance | (18,200) | ||
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (2,900) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 400 | ||
Net current period other comprehensive income (loss) | (2,500) | ||
Ending balance | (20,700) | (18,200) | |
Foreign Currency Translation [Member] | |||
Beginning balance | (700) | ||
Other comprehensive (loss) income before reclassifications, net of tax | [1] | 700 | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | |||
Net current period other comprehensive income (loss) | 700 | ||
Ending balance | (700) | ||
Accumulated Other Comprehensive Loss [Member] | |||
Beginning balance | (18,900) | ||
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (2,200) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 400 | ||
Net current period other comprehensive income (loss) | (2,200) | ||
Ending balance | $ (20,700) | $ (18,900) | |
[1] | No income tax expense was recorded for liability adjustments for defined benefit plans for the year ended December 31, 2018. |
Shareholders' Equity - Reclassi
Shareholders' Equity - Reclassification Out of Accumulated Other Comprehensive Loss (Details) - Affected Line Item in the Statement Where Net Loss is Presented [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Total reclassifications for the period | $ (2,200) |
Amortization of Net Actuarial Loss [Member] | Other Income (Expense) [Member] | |
Total reclassifications for the period | (2,900) |
Cumulative Translation Adjustment [Member] | Other Income (Expense) [Member] | |
Total reclassifications for the period | $ 700 |
Business Segment Information _3
Business Segment Information and Geographic Data (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Severance costs | $ 200 | $ 700 |
German levy settlement | 5,000 | |
Pension settlement cost | 1,100 | |
Earnest money payment relating to asset sale | 1,500 | |
Reversal of cost | $ 400 |
Business Segment Information _4
Business Segment Information and Geographic Data - Schedule of Net Revenue and Operating Income (Loss) by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net revenue | ||
Operating loss from continuing operations | (8,300) | (8,700) |
Intangible impairment | (6,300) | (2,700) |
Restructuring and other | 4,800 | 200 |
Interest expense | (100) | |
Net income (loss) from GBAM Fund activities | (900) | 1,200 |
Other income (expense), net | 500 | (500) |
Loss from continuing operations before income taxes | (8,800) | (8,000) |
Operating Segments [Member] | ||
Operating loss from continuing operations | (3,600) | (4,300) |
Operating Segments [Member] | Asset Management Business [Member] | ||
Net revenue | ||
Operating loss from continuing operations | (3,600) | (4,300) |
Corporate and Unallocated [Member] | ||
Operating loss from continuing operations | (3,300) | (4,600) |
Segment Reconciling Items [Member] | ||
Intangible impairment | (6,200) | |
Restructuring and other | $ 4,800 | $ 200 |
Litigation, Commitments and C_3
Litigation, Commitments and Contingencies (Details Narrative) € in Thousands | Oct. 09, 2018USD ($) | Aug. 13, 2018USD ($) | Jun. 15, 2018USD ($) | Jun. 11, 2018USD ($) | May 21, 2018 | Oct. 10, 2017USD ($) | Oct. 03, 2017USD ($) | Sep. 28, 2017USD ($) | Sep. 18, 2017USD ($) | Sep. 15, 2017USD ($) | Mar. 29, 2017USD ($)Integer | Feb. 17, 2017USD ($) | Apr. 08, 2016USD ($) | Jan. 31, 2018USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Mar. 31, 2017USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2013USD ($) |
Levy accruals | $ 300,000 | $ 300,000 | $ 5,600,000 | $ 300,000 | |||||||||||||||||||||
Restructuring and other | 200,000 | (1,200,000) | |||||||||||||||||||||||
Copyright levy accrual reversal | $ 2,800,000 | ||||||||||||||||||||||||
Accounts receivable sold | $ 1,200,000 | ||||||||||||||||||||||||
Proceeds from sale of accounts receivable | $ 1,100,000 | ||||||||||||||||||||||||
Repurchase of accounts receivable, term | 5 months | ||||||||||||||||||||||||
Repurchase of accounts receivable, interest rate | 2.00% | ||||||||||||||||||||||||
France Copyright Levy [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 17,000,000 | $ 17,000,000 | |||||||||||||||||||||||
Levy accruals | 14,400,000 | $ 9,500,000 | |||||||||||||||||||||||
Amount of copyright levy overpaid | $ 55,100,000 | 55,100,000 | |||||||||||||||||||||||
ECJ Copyright Levy [Member] | |||||||||||||||||||||||||
Copyright levies payment | 100,000,000 | ||||||||||||||||||||||||
Levy accruals | 300,000 | 300,000 | $ 5,600,000 | $ 300,000 | |||||||||||||||||||||
Imation Europe B.V. [Member] | Litigation Management Agreement, Mach 5 B.V., [Member] | |||||||||||||||||||||||||
Percentage of legal fees to be paid by other party | 50.00% | ||||||||||||||||||||||||
Commitment under the agreement | Thirty percent (30%) if received within one year after the Signing Date; Twenty-seven and one-half percent (27.5%) if received after one year after the Signing Date; and Twenty-five percent (25%) if received after two years after the Signing Date. | ||||||||||||||||||||||||
IEBV and its German Subsidiary [Member] | |||||||||||||||||||||||||
Restructuring and other | $ 500,000 | ||||||||||||||||||||||||
IEBV and its German Subsidiary [Member] | Euro [Member] | |||||||||||||||||||||||||
Payments for legal settlements | € | € 150 | ||||||||||||||||||||||||
Accrual for settlement | € | € 150 | ||||||||||||||||||||||||
IOENGINE Note [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000,000 | ||||||||||||||||||||||||
Repayments of notes payable | $ 2,250,000 | ||||||||||||||||||||||||
IOENGINE Note [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000,000 | ||||||||||||||||||||||||
Debt instrument, maturity date description | Due until June 30, 2019 | ||||||||||||||||||||||||
GlassBridge Note [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000,000 | ||||||||||||||||||||||||
Debt instrument, maturity date description | June 30, 2019 through September 28, 2020 | ||||||||||||||||||||||||
Notes payable outstanding amount | $ 2,250,000 | ||||||||||||||||||||||||
IOENGINE LLC [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 11,000,000 | ||||||||||||||||||||||||
Payments for legal settlements | $ 3,750,000 | ||||||||||||||||||||||||
CMC Magnetic Corp Versus Imation [Member] | Imation Corporation Japan [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 9,200,000 | $ 9,200,000 | |||||||||||||||||||||||
Payments for legal settlements | $ 1,500,000 | ||||||||||||||||||||||||
Financing receivable | 1,500,000 | ||||||||||||||||||||||||
Repayments of notes payable | $ 500,000 | ||||||||||||||||||||||||
CMC Magnetic Corp Versus Imation [Member] | Imation Europe B.V. [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 825,000 | ||||||||||||||||||||||||
Suntop Art Work Co., Ltd Versus Imation [Member] | Imation Corporation Japan [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 45,000 | ||||||||||||||||||||||||
Loss contingency, damages sought | 900,000 | ||||||||||||||||||||||||
Suntop Art Work Co., Ltd Versus Imation [Member] | Imation Corporation Japan [Member] | Yen [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 5,000,000 | ||||||||||||||||||||||||
Loss contingency, damages sought | $ 100,000,000 | ||||||||||||||||||||||||
Severance Action [Member] | |||||||||||||||||||||||||
Number of former employees filing lawsuits | Integer | 3 | ||||||||||||||||||||||||
Number of employees terminated during period | Integer | 100 | ||||||||||||||||||||||||
Maximum exposure to loss | $ 200,000 | ||||||||||||||||||||||||
Severance Action [Member] | Nexsan Corporation [Member] | |||||||||||||||||||||||||
Loss contingency, damages sought | $ 500,000 | ||||||||||||||||||||||||
Number of former executives seeking severance payments | Integer | 3 | ||||||||||||||||||||||||
Severance Action [Member] | February 27, 2019 [Member] | |||||||||||||||||||||||||
Payments for legal settlements | $ 86,000 | ||||||||||||||||||||||||
Severance Action [Member] | Imation Europe B.V. [Member] | |||||||||||||||||||||||||
Loss contingency, damages sought | $ 700,000 | ||||||||||||||||||||||||
Number of lawsuits | Integer | 4 | ||||||||||||||||||||||||
FIAR Case [Member] | Imation Europe B.V. [Member] | |||||||||||||||||||||||||
Percentage of plaintiff group | 15.00% | ||||||||||||||||||||||||
Loss contingency, damages sought from all plaintiffs | $ 100,000,000 | ||||||||||||||||||||||||
FIAR Case [Member] | Imation Europe B.V. [Member] | Minimum [Member] | |||||||||||||||||||||||||
Loss contingency, damages sought | 5,000,000 | ||||||||||||||||||||||||
FIAR Case [Member] | Imation Europe B.V. [Member] | Maximum [Member] | |||||||||||||||||||||||||
Loss contingency, damages sought | $ 10,000,000 | ||||||||||||||||||||||||
Canadian Private Copying Collective Versus Imation [Member] | Imation Enterprises Corp. [Member] | |||||||||||||||||||||||||
Loss contingency, damages sought | $ 1,000,000 | ||||||||||||||||||||||||
Penalties and interests sought | $ 500,000 | ||||||||||||||||||||||||
Messrs. Mack and Romano [Member] | Minimum [Member] | |||||||||||||||||||||||||
Damages awarded against the company | $ 400,000 | ||||||||||||||||||||||||
Loss contingency, damages sought | $ 500,000 |
Litigation, Commitments and C_4
Litigation, Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Minimum lease payments | $ 100 | $ 100 |
Contingent rentals | ||
Total rental expense, net | $ 100 | $ 100 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 31, 2017 | Feb. 02, 2017 | Jul. 15, 2016 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 21, 2017 | Jan. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 100,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Stock issued (in shares) | 1,250,000 | |||||||
Short term investments | $ 700,000 | |||||||
Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial term compensation | $ 125,000 | |||||||
Renewal period | 3 months | |||||||
Renewal term compensation | $ 125,000 | |||||||
Expenses from transactions with related party | 500,000 | |||||||
Services Agreement [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 416,668 | 416,668 | ||||||
Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 1,500,000 | |||||||
President [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting fees per week | 600,000 | |||||||
Realization Services, Inc. [Member] | President [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting services extension term | 21 days | |||||||
Madison Avenue Capital Holdings, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued (in shares) | 1,250,000 | |||||||
Lock-up period | 3 years | |||||||
Share price (in dollars per share) | $ 8.10 | |||||||
Clinton Group [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short term investments | 0 | $ 400,000 | ||||||
Short term investment unrealized income | 100,000 | |||||||
Payments of fee paid for services | $ 127,500 | |||||||
Clinton Group [Member] | Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | $ 1,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 31, 2019 | Mar. 29, 2019 | Jan. 01, 2019 | Oct. 10, 2017 | Sep. 18, 2017 | Sep. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 28, 2019 |
Severance payment | $ 200,000 | $ 700,000 | |||||||
Imation Corporation Japan [Member] | CMC Magnetic Corp Versus Imation [Member] | |||||||||
Damages awarded against the company | $ 9,200,000 | $ 9,200,000 | |||||||
Payments for legal settlements | $ 1,500,000 | ||||||||
Financing receivable | 1,500,000 | ||||||||
Imation Europe B.V. [Member] | CMC Magnetic Corp Versus Imation [Member] | |||||||||
Damages awarded against the company | $ 825,000 | ||||||||
Subsequent Event [Member] | MSA Services [Member] | Daniel A. Strauss [Member] | |||||||||
Initial term compensation | $ 243,750,000 | ||||||||
Renewal period | 3 months | ||||||||
Renewal term compensation | $ 243,750,000 | ||||||||
Subsequent Event [Member] | Zheng Separation Agreement [Member] | |||||||||
Severance payment | 57,500,000 | ||||||||
Subsequent Event [Member] | Imation Corporation Japan [Member] | CMC Magnetic Corp Versus Imation [Member] | |||||||||
Payments for legal settlements | $ 325,000,000 | ||||||||
Legal settlements remaining balance | $ 1,000,000 | ||||||||
Subsequent Event [Member] | IMN Capital Holdings, Inc [Member] | IMN Capital Agreement [Member] | |||||||||
Subsidiary sale agreement terms | In connection with the Subsidiary Sale, the purchase price furnished by IMN Capital to the Company (the “Purchase Price”) shall consist of (i) one hundred dollars ($100.00) payable on the closing date of the IMN Capital Agreement and (ii) 75% of all net proceeds from Subsidiary Litigation (which, for the avoidance of doubt, shall be calculated after the payment of (i) the retirement of the Germany pension liability; (ii) contingency fees payable to attorneys engaged in connection with the Subsidiary Litigation; (iii)fees payable to Mach 5, the litigation financing company and (iv) the payment of all applicable taxes including income taxes in connection with the Subsidiary Litigation) (such payment, the “Contingent Payment”). | ||||||||
Gain on subsidiary sale | $ 12,000,000 | ||||||||
Subsequent Event [Member] | Initial Term [Member] | |||||||||
Payment for professional services | $ 68,750,000 | ||||||||
Subsequent Event [Member] | Renewal Term [Member] | |||||||||
Payment for professional services | $ 68,750,000 |