Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2020 | Jun. 28, 2019 | |
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, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,000 | ||
Entity Common Stock, Shares Outstanding | 25,170 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 100 | |
Operating expenses: | ||
Selling, general and administrative | 3,400 | 6,400 |
AAM fund expenses | 500 | |
Impairment charges: | ||
Intangible assets | 6,200 | |
Restructuring and other | 100 | (4,800) |
Total operating expenses | 3,500 | 8,300 |
Operating loss from continuing operations | (3,400) | (8,300) |
Other income (expense): | ||
Interest expense | (300) | (100) |
Net income (loss) from AAM fund activities | (900) | |
Unrealized gain on Arrive investment | 12,100 | |
Unrealized gain on SportBLX | 3,000 | |
Other income (expense), net | 500 | |
Total other income (expense) | 14,800 | (500) |
Income (loss) from continuing operations before income taxes | 11,400 | (8,800) |
Income tax benefit | 100 | |
Income (loss) from continuing operations | 11,400 | (8,700) |
Discontinued operations: | ||
Income from discontinued operations, net of income taxes | 1,300 | 6,400 |
Gain on sale of discontinued businesses, net of income taxes | 10,400 | 6,400 |
Income from discontinued operations, net of income taxes | 11,700 | 12,800 |
Net Income | 23,100 | 4,100 |
Less: Net income attributable to noncontrolling interest | 2,900 | |
Net Income attributable to GlassBridge Enterprises, Inc. | $ 20,200 | $ 4,100 |
Earnings (loss) per common share attributable to GlassBridge common shareholders - basic and diluted: | ||
Continuing operations | $ 330,150 | $ (341,180) |
Discontinued operations | 461,450 | 482,350 |
Net Earnings | $ 791,600 | $ 141,170 |
Weighted average common shares outstanding: | ||
Basic and diluted | 25,500 | 25,500 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net income | $ 23,100 | $ 4,100 |
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 | 100 | 400 |
Total net pension adjustments | 100 | (2,500) |
Net foreign currency translation: | ||
Unrealized foreign currency translation income | 700 | |
Total net foreign currency translation | 700 | |
Total other comprehensive income (loss), net of tax | 100 | (1,800) |
Comprehensive income | 23,200 | 2,300 |
Less: Comprehensive income attributable to noncontrolling interest | 2,900 | |
Comprehensive income attributable to GlassBridge Enterprises, Inc. | $ 20,300 | $ 2,300 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 5,500 | $ 4,900 |
Short term investments | 200 | |
Accounts receivable, net | 100 | |
Prepaid operating expenses | 1,700 | 100 |
Other current assets | 1,100 | 1,100 |
Current assets of discontinued operations | 2,400 | |
Total current assets | 8,600 | 8,500 |
Goodwill (provisional) | 50,600 | |
Arrive long term investment | 14,800 | 4,000 |
Other assets and other investments | 2,400 | 2,100 |
Non-current assets of discontinued operations | 400 | |
Total assets | 76,400 | 15,000 |
Current liabilities: | ||
Accounts payable | 2,000 | 400 |
Other current liabilities | 1,500 | 3,500 |
Current liabilities of discontinued operations | 4,600 | |
Total current liabilities | 3,500 | 8,500 |
Pension liability | 13,500 | 23,000 |
Other liabilities | 200 | 700 |
Other liabilities of discontinued operations | 2,200 | |
Total liabilities | 45,100 | 34,400 |
See Note 14 - 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 50,000 shares 2019 - shares issued: 28,097, outstanding: 25,170 2018 - shares issued: 28,097, outstanding: 25,695 | ||
Additional paid-in capital | 1,053,900 | 1,048,900 |
Accumulated deficit | (1,002,700) | (1,022,900) |
Accumulated other comprehensive loss | (20,600) | (20,700) |
Treasury stock, at cost 2,927 shares at December 31,2019; 2,402 shares at December 31, 2018 | (24,900) | (24,700) |
Total GlassBridge Enterprises, Inc. shareholders' equity (deficit) | 5,700 | (19,400) |
Noncontrolling interest | 25,600 | |
Total shareholders' equity (deficit) | 31,300 | (19,400) |
Total liabilities and shareholders' equity | 76,400 | 15,000 |
Orix PTP Holdings, LLC [Member] | ||
Current liabilities: | ||
Notes payable related parties | 10,300 | |
Stock Purchase Agreement [Member] | ||
Current liabilities: | ||
Notes payable related parties | $ 17,600 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 50,000 | 50,000 |
Common stock, shares issued | 28,097 | 28,097 |
Common stock, shares outstanding | 25,170 | 25,695 |
Treasury stock | 2,927 | 2,402 |
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] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 1,050,800 | $ (1,027,500) | $ (18,900) | $ (26,600) | $ (4,700) | $ (26,900) | |
Balance, shares at Dec. 31, 2017 | 28,097 | 2,820 | |||||
Net income | 4,100 | 4,700 | 4,100 | ||||
Purchase of treasury stock | $ 0 | 0 | |||||
Purchase of treasury stock, shares | 69 | ||||||
Restricted stock grants and other | (1,900) | $ 1,900 | |||||
Restricted stock grants and other, shares | (487) | ||||||
Net change in cumulative translation adjustment | 700 | 700 | |||||
Pension adjustments, net of tax | (2,500) | (2,500) | |||||
ASC 606 Adjustment | 300 | 300 | |||||
Reclassification adjustment | 200 | 200 | |||||
Balance at Dec. 31, 2018 | 1,048,900 | (1,022,900) | (20,700) | $ (24,700) | (19,400) | ||
Balance, shares at Dec. 31, 2018 | 28,097 | 2,402 | |||||
Net income | 20,200 | 2,900 | 23,100 | ||||
Purchase of treasury stock | |||||||
Purchase of treasury stock, shares | 450 | ||||||
Restricted stock grants and other | 200 | $ (200) | |||||
Restricted stock grants and other, shares | 75 | ||||||
Pension adjustments, net of tax | 100 | 100 | |||||
Recognition of noncontrolling interest | 4,700 | 22,700 | 27,500 | ||||
Balance at Dec. 31, 2019 | $ 1,053,900 | $ (1,002,700) | $ (20,600) | $ (24,900) | $ 25,600 | $ 31,300 | |
Balance, shares at Dec. 31, 2019 | 28,097 | 2,927 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 23,100 | $ 4,100 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 100 | 2,200 |
Stock-based compensation | 200 | (300) |
Unrealized gain on Arrive investment | (12,100) | |
Unrealized gain on SportBLX investment | (3,000) | |
Intangible assets impairment | 6,200 | |
Pension settlement and curtailments | (2,500) | |
Gain on sale of assets and businesses | (10,400) | (6,400) |
Short term investment | 700 | |
Other, net | (200) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (100) | 300 |
Inventories | 800 | |
Prepaid expenses | (1,600) | |
Other assets | 800 | (2,300) |
Accounts payable | (5,600) | (700) |
Other current liabilities | (2,700) | |
Other liabilities | (12,900) | |
Net cash used in operating activities | (11,300) | (10,500) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (200) | |
Purchase of SportBLX | (3,700) | |
Purchase of investments | (1,300) | |
Proceeds from fund distribution | 1,300 | |
Disbursement related to disposal group | (800) | |
Proceeds from sale of assets and businesses | 1,200 | 5,300 |
Net cash provided by (used in) investing activities | (3,300) | 5,100 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of equity interest in Adara Enterprises Corp | 4,600 | |
Proceeds from Orix notes payable | 10,200 | |
Net cash provided by financing activities | 14,800 | |
Net change in cash and cash equivalents | 200 | (5,400) |
Cash and cash equivalents - beginning of year | 5,300 | 10,700 |
Cash and cash equivalents - end of year | 5,500 | 5,300 |
Supplemental disclosures of cash paid during the period: | ||
Income taxes (net of refunds received) | (1,100) | 600 |
Non-cash investing and financing activities during the period: | ||
Notes payable issued for purchase of SportBLX | 17,600 | |
Recognition of non-controlling interest - SportBLX | 23,700 | |
Recognition of non-controlling interest - Adara Enterprises Corp | 1,000 | |
Total non-cash investing and financing activities during the period | 42,300 | |
Current assets: | ||
Cash and cash equivalents | 5,500 | 4,900 |
Non-current assets: | ||
Restricted cash included in non-current assets of discontinued operations | 400 | |
Total cash, cash equivalents and restricted cash | $ 5,500 | $ 5,300 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1 — Background and Basis of Presentation Background GlassBridge Enterprises, Inc. owns and operates an asset management business and a sports investment platform through majority owned Adara Enterprises, Corp. f/k/a Imation Enterprises Corp. (“Adara”) and Sport-BLX, Inc. (“SportBLX”). Adara owns all of our asset management business, operated by Adara Asset Management, LLC and part of our SportBLX holdings. GlassBridge Asset Management LLC changed its name to Adara Asset Management LLC (“AAM”) in 2020. As used in this document, the terms “GlassBridge”, “the Company”, “we”, “us”, and “our” mean GlassBridge Enterprises, Inc. and its subsidiaries unless the context indicates otherwise. 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”) and the Nexsan Business (which includes the “Nexsan Group” as defined below), are presented in our Condensed Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations in each period presented represents our “Asset Management Business,” which consists of our investment advisory business conducted through AAM, as well as corporate expenses and activities not directly attributable to our Legacy Businesses or the Nexsan Business. Assets and liabilities directly associated with our Legacy Businesses and Nexsan Business 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 5 - Discontinued Operations 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. See Note 5 - Discontinued Operations On March 31, 2019, the Company entered into a securities purchase agreement (the “IMN Capital Agreement”) with IMN Capital Holdings, Inc., a Delaware corporation (“IMN Capital”) whereby the Company sold its entire ownership of its international subsidiaries together with its entire ownership in Imation Latin America Corp., a Delaware corporation (the “Imation Subsidiaries”). 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 European Union (“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 Company’s 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) $277,900 payable upon the execution 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 recorded a one-time non-cash gain of approximately $10 million in connection with IMN Capital Agreement transaction. 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. On August 20, 2019, the Company effected a reverse split of our common stock, par value $0.01 per share at a ratio of 1:200 (the “Reverse Stock Split”). On August 21, 2019 (the “Effective Date”), our common stock began trading on the Reverse Stock Split-adjusted basis on the OTCQB at the opening of trading. In connection with the Reverse Stock Split, our common stock began trading with a new CUSIP number at such time. There was no change to the Company’s stock symbol. All prior periods have been retroactively adjusted to give effect to the reverse stock split. See Note 12 - Shareholders’ Equity for further information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates. Foreign Currency. Cash Equivalents. Restricted Cash. Investments. Fair Value Measurements. Trade Accounts Receivable and Allowances. Intangible Assets. Impairment of Long-Lived Assets. Restructuring. Revenue Recognition. Income Taxes. 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. 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 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 9 - 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 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. The Company adopted this ASU in the first quarter of 2019 and there was no material impact to its consolidated results of operations and financial condition. 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 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 adopted this ASU in the first quarter of 2019 and there was no material impact to its consolidated results of operations and financial condition. New Accounting Pronouncements to Be Adopted 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, 2019 | |
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, 2019 2018 (In millions, except per share amounts) Numerator: Income (loss) from continuing operations $ 11.4 $ (8.7 ) Income from discontinued operations, net of income taxes 11.7 12.8 Net income $ 23.1 $ 4.1 Denominator: Weighted average number of diluted shares outstanding during the period - basic and diluted (in thousands) 25.5 25.5 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ 330.15 $ (341.18 ) Discontinued operations 461.45 482.35 Net income $ 791.60 $ 141.17 Anti-dilutive shares excluded from calculation — — |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination During the first ten months of 2019, the Company entered into three Common Stock Purchase Agreements (the “SportBLX Purchase Agreement”) with SportBLX, Inc., a Delaware corporation (“SportBLX”), purchasing a total of 13,519 shares of SportBLX common stock for total consideration of $1,788,379. On December 12, 2019, the Company acquired a controlling interest of 50.7% in SportBLX by purchasing an additional 55,000 shares for total consideration of $19.5 million, in two separate stock purchase agreements. The Company entered into a Common Stock Purchase Agreement with Joseph A. De Perio (the “De Perio Agreement”) pursuant to which the Company purchased 17,076 shares of SportBLX common stock in exchange for consideration of $6,061,980. On the same date, the Company entered into a Common Stock Purchase Agreement with George E. Hall (the “Hall Agreement” and, together with the De Perio Agreement, the “Stock Purchase Agreements”) pursuant to which the Company purchased 37,924 shares of SportBLX common stock for consideration of $13,463,020. Joseph De Perio is a member of the Board of Directors of the Company, owns 2.47% of the Company’s outstanding common stock and is SportBLX’s president. George E. Hall is the beneficial holder of approximately 29.1% of the Company’s outstanding common stock and is the Executive Chairman and CEO of SportBLX. The aggregate consideration paid by the Company in the business combination is $21,313,378.72. Date Description Shares Acquired Per Share Price Consideration January 4, 2019 SportBLX Purchase Agreement 10,526 $ 95.0029 $ 1,000,000 September 16, 2019 SportBLX Purchase Agreement 679 263.4074 178,854 October 18, 2019 SportBLX Purchase Agreement 2,314 263.4074 609,525 13,519 1,788,379 December 12, 2019 De Perio Agreement 17,076 355.0000 6,061,980 December 12, 2019 Hall Agreement 37,924 355.0000 13,463,020 55,000 19,525,000 Total shares and consideration 68,519 $ 21,313,379 The following table presents the provisional fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 3,365 Sundry receivable 14,772 Investment – Race Horses 220,000 Investment – BLX Trading Corp 4,600 TANGIBLE ASSETS ACQUIRED 242,737 Accounts payable $ 712,160 Accrued expenses 50,000 Accrued interest payable 27,796 Note payable 2,000,000 TANGIBLE LIABILITIES ASSUMED 2,789,956 NET TANGIBLE LIABILITIES ASSUMED (2,547,219 ) Goodwill 50,552,094 INTANGIBLE ASSETS ACQUIRED 50,552,094 Consideration 21,313,379 Unrealized gain 3,010,866 Total GlassBridge Enterprises, Inc. interest 24,324,245 Noncontrolling interests 23,680,630 $ 48,004,875 The following table provides unaudited pro forma information for the periods presented as if the SportBLX acquisition had occurred January 1, 2018: Year Ended December 31 2019 2018 (in millions) Revenues $ (0.1 ) $ — Loss from continuing operations $ (10.6 ) $ (8.3 ) As a result of the acquisition, the Company, will seek revenues by creating an online marketplace for sports assets, including revenue share interests in player and racehorse earnings and equity interests in teams. SportBLX partners with a registered broker-dealer to effect transactions in sports assets constituting securities. SportBLX enables enthusiasts to use their knowledge to engage passionately and invest in the athletes and sports teams they love, giving investors opportunities to participate in the value creation that success in sports brings. SportBLX is offering a new asset class and is the first company to bring it to the market. Sports is a multi-billion dollar industry with economic and non-economic factors that make it very unique. The leadership at SportBLX brings over thirty years of experience in the financial industry with experience in securitizing, structuring and trading. This unique combination accounts for the goodwill of $50,552,094 arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value allocation has not yet been completed and all amounts are provisional. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 5 — 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. Escrowed funds of $610,760, net of claims, were remitted to the Company on February 19, 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 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, 2019, 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. On March 31, 2019, the Company entered into a securities purchase 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”) (the “Subsidiary Sale”). In connection with the sale, the purchase price furnished by IMN Capital to the Company consisted of (i) $277,900 payable upon the execution 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). The Company recorded a one-time non-cash gain of approximately $10.0 million in connection with IMN Capital Agreement transaction. 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 2019 2018 (In millions) Net revenue $ — $ 24.8 Cost of goods sold — 13.7 Gross profit — 11.1 Selling, general and administrative — 8.1 Research and development — 2.4 Restructuring and other — (3.8 ) Other income (expense) 1.3 (1.7 ) Income from discontinued operations, before income taxes 1.3 6.1 Gain on sale of discontinued businesses, before income taxes 9.4 6.4 Income tax benefit 1.0 0.3 Income from discontinued businesses, net of income taxes $ 11.7 $ 12.8 Net income of discontinued operations for year ended December 31, 2019 decreased by $1.1 million compared to the year ended December 31, 2018. Restructuring and other for the year ended December 31, 2018, includes the net loss attributable to a noncontrolling interest of $0.6 million. 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 $0.0 and $0.3 million for the year ended December 31, 2019 and 2018, respectively. Lease expense recorded as part of income (loss) from discontinued operations (included in selling, general and administrative expenses in table above) were $0.0 million and $0.5 million for the years ending December 31, 2019 and 2018, respectively. This expense was related to the Nexsan Business and the Company is no longer obligated under the lease. The income tax (provision) benefit related to discontinued operations was $1.0 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. See Note 11 - Income Taxes There were no current assets of discontinued operations as of December 31, 2019. 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. The decrease of the current assets in 2019 was primarily due to the sale of the Imation Subsidiaries. Current liabilities of discontinued operations were $0.0 million as of December 31, 2019. 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. The decrease of the current liabilities in 2018 was primarily due to the divestiture of the Nexsan Business. Other liabilities of discontinued operations were $0.0 million as of December 31, 2019. 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. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Note 6 — Supplemental Balance Sheet Information Additional supplemental balance sheet information is provided below. Other current assets of $2.8 million as of December 31, 2019 include $1.7 million of prepaid professional service fees to a related party, $0.5 million for a tax refund to be received in 2020 and $0.6 million of escrowed funds related to the NXSN Transaction. For more information regarding the NXSN Transaction, see Note 5 – Discontinued Operations. Total assets of as of December 31, 2019 include a $14.8 million investment in Arrive LLC (“Arrive”). The Company recognized a $12 million unrealized gain on the Arrive investment from the prior year, net of a $1.2 million distribution. The Arrive investment was $4.0 million as of December 31, 2018, which is consistent with our stated strategy of exploring a diverse range of new strategic asset management business opportunities for our portfolio. Historically, we accounted for such investment under the cost method of accounting. The adoption of ASU No. 2016-01 in the first quarter of 2018 effectively eliminated the cost method of accounting, and the carrying value of this investment is written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. Our strategic investment in equity securities does not have a readily determinable fair value; therefore, the new guidance was adopted prospectively. As of December 31, 2019, there were no indicators of impairment for this investment. The Company will assess the investment for potential impairment, quarterly. Other assets and other investments of $2.4 million include a $0.9 million investment in the Möbius Fund SCA SICAV-RAIF. In January 2020, the Company contributed an addition $0.4 million to the investment due to market downturn. The investment subsequently ended and resulted in a $1.3 million loss that will be realized in the first quarter of 2020. A $0.5 million minimum tax credit is also included in other assets and other investments as of December 31, 2019. Other assets as of December 31, 2018 include a $1.1 million minimum tax refund, escrowed funds related to the NXSN Transaction of $0.7 million and $0.3 million of other assets. For more information regarding the NXSN Transaction, see Note 5 - Discontinued Operations. Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2019 2018 (In millions) Accrued payroll $ 0.1 $ 0.2 Levy accruals — 0.3 Pension minimum contributions — 1.9 Other current liabilities 1.4 1.1 Total other current liabilities $ 1.5 $ 3.5 Other current liabilities as of December 31, 2019, included accruals for professional services fees of $0.7 million and fees related to insurance and other claims of $0.4 million. As of December 31, 2019, pension liabilities were $13.5 million. Following a payment made on October 3, 2019 in fulfillment of a settlement agreement with the Pension Benefit Guaranty Corporation, the Company is no longer obligated for this liability, as of January 6, 2020. Pension liabilities were $23.0 million as of December 31, 2018. See Note 10 – Retirement Plans Stock purchase agreements as of December 31, 2019, include notes payable of $12.1 million and $5.5 million to George E. Hall and Joseph A. De Perio, respectively, in conjunction with the Stock Purchase Agreement for shares of SportBLX common stock. See Note 15 – Related Party Transactions As of December 31, 2019, the Company has a note payable of $13.0 million in connection with a Securities Purchase Agreement with Orix PTP Holdings, LLC. See Note 15 – Related Party Transactions |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 — Debt Debt and notes payable consists of the following: Years Ended December 31, 2019 2018 (In millions) Pension liability $ 13.5 $ 25.1 Stock purchase agreement notes payable (see Note 15 – Related Party Transactions 17.6 — Orix notes payable 13.0 — Deferred financing costs (2.7 ) Other liabilities 0.2 2.9 Total long term debt 41.6 28.0 Pension liabilities of $13.5 million as of December 31, 2019 are not included in the maturity schedule below as the Company is no longer obligated for the liability as of January 6, 2020. See Note 10 – Retirement Plans for additional information on the pension liability. Stock purchase agreement notes payable bear interest at a 5% annual rate and mature on December 12, 2022. The interest under the notes is payable in arrears on the first day of each calendar quarter, or, at the Company’s option, in shares of common stock of the Company at a price reflecting market value. The Orix notes payable bear interest at a 7.5% annual rate and mature on September 30, 2026. Principal payments are due annually, commencing on March 31, 2021 and thereafter on March 31 of each year until maturity. The first two principal installments are $3,461,538 each and the remaining installments are $519,231 each. All accrued interest is due and payable in arrears, commencing on September 30, 2020 and thereafter on September 30 of each year until maturity. Scheduled maturities of the Company’s long-term debt, as they exist as of December 31, 2019, in each of the next four fiscal years and thereafter are as follows: Fiscal years ending in (in millions) 2020 $ — 2021 5.0 2022 22.6 2023 0.8 2024 0.7 2025 and thereafter 1.8 Total 30.6 |
Restructuring and Other Expense
Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expense | Note 8 — 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, 2019 2018 (In millions) Restructuring Expense: Severance and related $ 0.1 $ 0.2 Total restructuring $ 0.1 $ 0.2 Other Expense: German levy settlement — (5.0 ) Total other $ — $ (5.0 ) Total $ 0.1 $ (4.8 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9 — Stock-Based Compensation Stock compensation consisted of the following: Years Ended December 31, 2019 2018 (In millions) Stock compensation expense $ — $ — 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 4,671. 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. 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, 2019, there were 879 outstanding stock-based compensation awards under the 2011 Incentive Plan. As of December 31, 2019, there were no shares available for grant under our 2011 Incentive Plan. Stock Options The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding December 31, 2017 947 $ 16,962.00 1.8 Canceled (834 ) 16,992.00 Outstanding December 31, 2018 113 $ 16,734.00 0.2 Canceled (113 ) 16,734.00 0.2 Granted 1,360 106.00 9.7 Vested (481 ) 106.00 9.7 Outstanding December 31, 2019 879 $ 106.00 9.7 Exercisable as of December 31, 2019 481 $ 106.00 9.7 The Company granted 1,360 options during the year ended December 31, 2019. As of December 31, 2019 there are 879 shares outstanding and 481 exercisable stock options remaining. The aggregate intrinsic value of all outstanding stock options was $0.0 million as of December 31, 2018. There were no options exercised in 2019. No options were granted or exercised during the year ended December 31, 2018. 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, 2019 and 2018 was $0.0 million and (0.3) million, respectively. As of December 31, 2019, unrecognized compensation expense related to outstanding stock options was immaterial. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2019 or 2018. Restricted Stock The following table summarizes our restricted stock activity: Restricted Stock Weighted Nonvested as of December 31, 2017 1,070 $ 706.00 Granted 801 226.00 Vested (1,491 ) 336.00 Forfeited (230 ) 972.00 Nonvested as of December 31, 2018 150 $ 1,406.00 Vested (75 ) 1,406.00 Forfeited (75 ) 1,406.00 Nonvested as of December 31, 2019 — $ — Of the restricted stock granted during the year ended December 31, 2018, none of the shares were performance-based. There were no shares granted during the year ended December 31, 2019. The total fair value of shares that vested during the years 2019 and 2018 was $0.1 million and $0.5 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, 2019 and 2018 was $0.0 million and $0.3 million, respectively. This expense would result in a related tax benefit of $0.0 million and $0.1 million for the years ended December 31, 2019 and 2018, 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 2019 or 2018. As of December 31, 2019, there was no longer any unrecognized compensation expense related to outstanding restricted stock. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2019 or 2018. Stock Appreciation Rights (SARs) The Company’s remaining SARs expired on December 31, 2017, and were cancelled in 2018 since the stock price and performance conditions were not met. We had not recorded any compensation expense associated with these SARs based on the applicable accounting rules. The Company did not grant any SARs for the years ended December 31, 2019 and 2018. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 10 — Retirement Plans Pension Plans GlassBridge and the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) entered into an agreement on May 13, 2019 to terminate the Imation Cash Balance Pension Plan (the “Plan”) based on the PBGC’s findings that (i) the Plan did not meet the minimum funding standard required under Section 412 of the Internal Revenue Code of 1986, as amended; (ii) the Plan would be unable to pay benefits when due and (iii) the Plan should be terminated in order to protect the interests of the Plan participants. GlassBridge and all other members of Seller’s controlled group (within the meaning of 29 U.S.C. §1301(a)(14)) (collectively, and including the Company, the “Controlled Group Members”)) were jointly and severally liable to the PBGC for all liabilities under Title IV of ERISA in connection with the Plan’s termination, including unfunded benefit liabilities, due and unpaid Plan contributions, premiums, and interest on each of the foregoing (the “Pension Liabilities”), as a result of which a lien in favor of the Plan, on all property of each Controlled Group Member, arose and was perfected by PBGC (the “Lien”). On October 1, 2019, the Company entered into a settlement agreement (“Settlement Agreement”) with the PBGC. Pursuant to the terms of the Settlement Agreement, GlassBridge paid $3,000,000 in cash to PBGC on October 3, 2019 (the “Settlement Payment”). Per the terms of the Settlement Agreement and following the Settlement Payment on October 3, 2019, the PBGC will be deemed to have released all Controlled Group Members from the Lien as of January 6, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 — Income Taxes The components of loss from continuing operations before income taxes were as follows: Years Ended December 31, 2019 2018 (In millions) U.S. $ 11.4 $ (13.8 ) International — 5.0 Total $ 11.4 $ (8.8 ) The components of the income tax (provision) benefit from continuing operations were as follows: Years Ended December 31, 2019 2018 (In millions) Current Federal $ — $ 0.1 International — — Deferred International — — Total $ — $ 0.1 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, 2019 2018 (In millions) Tax at statutory U.S. tax rate $ 2.4 $ 1.9 State income taxes, net of federal benefit 0.5 0.6 Net effect of international operations — (4.0 ) Valuation allowances (28.6 ) 30.8 Tax on unremitted earnings of foreign subsidiaries (0.4 ) 0.5 U.S. tax on foreign earnings — (0.2 ) Stock-based compensation 0.3 (0.3 ) Net effect of subsidiary sale 25.0 (29.2 ) Minimum tax credit refundable — 0.1 Reclassification to discontinued operations and other 0.8 (0.1 ) Income tax (provision) benefit $ — $ 0.1 Tax legislation from the Tax Cuts and Jobs Act (“Tax Reform Act”) passed on December 22, 2017 has been 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) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; and (4) 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 2017 and 2018 tax provisions 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 received a $1.1 million cash refund in 2019, and will receive $0.5 million in 2020 and $0.3 million in each of 2021 and 2022. Tax reform changes related to international subsidiaries did not impact the 2019 tax provision since the subsidiaries were sold in 2019. 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 2019 and 2018 the net cash paid for income taxes, relating to both continuing and discontinued operations, was $0.0 million and $0.4 million, respectively. The components of net deferred tax assets and liabilities were as follows: As of December 31, 2019 2018 (In millions) Compensation and employee benefits — 0.3 Tax credit carryforwards 21.4 22.2 Net operating loss carryforwards 144.1 147.3 Accrued liabilities and other reserves — 0.2 Pension 3.4 4.2 Intangible assets, net — 2.5 Capital losses 26.9 9.5 Other, net 40.6 44.4 Total deferred tax assets 236.4 230.6 Valuation allowance (236.4 ) (230.6 ) Net deferred tax assets — — Unremitted earnings of foreign subsidiaries (0.2 ) (0.5 ) Total deferred tax liabilities (0.2 ) (0.5 ) Valuation allowance — — Total deferred tax liabilities (0.2 ) (0.5 ) Net deferred tax liabilities $ (0.2 ) $ (0.5 ) 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 deferred tax assets. The valuation allowance was $236.4 million and $230.6 million as of December 31, 2019 and 2018, respectively. The deferred tax asset changes and corresponding valuation allowance changes in 2019 compared to 2018 were due primarily to an increase in capital loss carryforwards from the sale of foreign subsidiaries, deductible for tax only when the company earns capital gains. The net deferred tax liability not offset by valuation allowance of $0.2 million relates to foreign tax withholding on unremitted foreign earnings. The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2019 2018 (In millions) Deferred tax liability - non-current (0.2 ) (0.5 ) Total $ (0.2 ) $ (0.5 ) Federal net operating loss carryforwards totaling $597.0 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, 2019. The Company’s $597.0 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. 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 $21.4 million, $17.5 million of which will expire between 2020 and 2022, and the remainder of which will expire between 2023 and 2032. Federal capital losses of $107.7 million will expire between 2020 and 2024. 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: 2019 2018 (In Millions) Beginning Balance $ 0.6 $ 0.9 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years (0.4 ) — Settlements with taxing authorities — — Reductions due to lapse of statute of limitations — (0.3 ) Total 0.2 0.6 The total amount of unrecognized tax benefits as of December 31, 2019 was reduced by $0.4 million to $0.2 million with the sale of the foreign subsidiaries and elimination of corresponding international tax issues. It is reasonably possible that the amount of the unrecognized tax benefits could increase or decrease 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 2016 through 2019 are subject to examination by the Internal Revenue Service. For state purposes, the statutes of limitation vary by jurisdiction. With few exceptions, we are no longer subject to examination for years before 2013. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12 — Shareholders’ Equity Reverse Stock Split On August 20, 2019, the Company filed an Amendment (the “Amendment”) to the Restated Certificate of Incorporation, as amended, of the Company (the “Articles”) with the Secretary of State of the State of Delaware to: (i) effect a reverse split of our common stock at a ratio of 1:200 (the “Reverse Stock Split”) and (ii) effect an amendment allowing the stockholders of the Company to act by written consent in lieu of meeting, subject to certain limitations (the “Written Consent Amendment”). On August 21, 2019 (the “Effective Date”), our common stock began trading on the Reverse Stock Split-adjusted basis on the OTCQB at the opening of trading. In connection with the Reverse Stock Split, our common stock began trading with a new CUSIP number at such time. There was no change to the Company’s stock symbol. No fractional shares of common stock were issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise have held a fractional share, a stockholder, in lieu of the issuance of such fractional share, was entitled, upon surrender to the exchange agent of a certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry, to receive a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by $106, which is the closing price per share (as adjusted to give effect to the Reverse Stock Split) on the OTCQB on the closing date immediately prior to the Effective Date. EQ by Equiniti (“EQ”), the Company’s transfer agent, acted as the exchange agent for the Reverse Stock Split, and provided instructions to stockholders of record regarding the process for exchanging shares. EQ issued all of the post-Reverse Stock Split shares through its paperless Direct Registration System (“DRS”). Treasury Stock On May 2, 2012, our Board of Directors authorized a share repurchase program that allowed for the repurchase of 2,500 shares of common stock. On November 14, 2016, our Board authorized a new share repurchase program under which we may repurchase up to 2,500 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 780 shares of common stock for $0.3 million and, as of December 31, 2019, we had authorization to repurchase 1,720 additional shares. During the year ended December 31, 2019, the Company purchased 450 of treasury shares for $28,434. During the year ended 2018, the Company purchased 70 shares for $13,575. The treasury stock held as of December 31, 2018 was acquired at an average price of $8,496.47 per share. The following is a summary of treasury share activity: Treasury Balance as of December 31, 2017 2,820 Purchases 70 Restricted stock grants and other (488 ) Balance as of December 31, 2018 2,402 Purchases 450 Forfeitures and other 75 Balance as of December 31, 2019 2,927 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss and related activity consisted of the following: Defined Benefit Plans Total (In millions) Balance as of December 31, 2018 $ (20.7 ) $ (20.7 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 0.1 0.1 Net current period other comprehensive income (loss) 0.1 0.1 Balance as of December 31, 2019 $ (20.6 ) $ (20.6 ) (1) 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, 2019 are as follows: Amounts Reclassified Affected Line Item in the Statement Where Net (In millions) Amortization of net actuarial loss 0.1 Other Income (Expense) Total reclassifications for the period $ 0.1 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. Non-Controlling Interest On October 1, 2019, the Company sold to Orix PTP Holdings, LLC (“Orix”), for $17,562,700, 20.1% of the outstanding stock of Adara, until then a Company wholly owned subsidiary, together with two promissory notes of Adara to the Company in total principal amount of $13,000,000 (the “Orix Transaction”). Adara issued the notes in consideration for the assignment by the Company to Adara of the right to receive payments from IMN Capital described above and transfer by the Company to Adara of some of Company’s SportBLX shares. In connection with the transaction, Adara’s Board of Directors was expanded to five directors, including one director designated by Orix. In addition, GlassBridge, Orix, and Adara entered into a Stockholders’ Agreement pursuant to which Orix may, among other things, during the three months beginning April 1, 2021, sell back its Adara stock to GlassBridge, at book value, and, during the term of the Stockholders Agreement, has the right to purchase all or a portion of GlassBridge’s Adara shares, at book value plus 20%, subject to GlassBridge’s right to respond to the notice by purchasing all of Orix’s Adara shares at that price. 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, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Information and Geographic Data | Note 13 — 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 5 - Discontinued Operations As of December 31, 2019, the asset management business and sports investment platform are our reportable segments. 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. Years Ended December 31, 2019 2018 (In millions) Operating income (loss) from continuing operations Asset management business 0.1 (3.6 ) Sports investment platform (0.2 ) (3.6 ) Total segment operating loss (0.1 ) (3.6 ) Corporate and unallocated (3.2 ) (3.3 ) Intangible impairment — (6.2 ) Restructuring and other (0.1 ) 4.8 Total operating loss (3.4 ) (8.3 ) Interest expense (0.3 ) (0.1 ) Net income (loss) from AAM fund activities — (0.9 ) Other income (expense), net 15.1 (0.5 ) Income (loss) from continuing operations before income taxes $ 11.4 $ (8.8 ) Restructuring and other for the year ended December 31, 2019 includes severance cost. 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. See Note 8 - Restructuring and Other Expenses |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Note 14 — Litigation, Commitments and Contingencies 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, 2019, and 2018, 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, 2019. 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: 2019 2018 (In millions) Minimum lease payments $ — $ 0.1 Contingent rentals — — Total rental expense, net $ — $ 0.1 The Company does not have any long-term lease obligations as of December 31, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 - Related Party Transactions On January 1, 2019, the Company and Clinton Group Inc. (“Clinton”) entered into a management service agreement (the “Management Service Agreement”), pursuant to which Clinton agreed to provide certain services to the Company. Prior to being appointed our Chief Executive Officer and Chief Financial Officer, respectively, Daniel A. Strauss served as our Chief Executive Officer, and Francis Ruchalski served as our Chief Financial Officer, pursuant to the terms of the Amended and Restated Services Agreement we entered into with Clinton on March 31, 2019 (the “Amended Services Agreement”) replacing in its entirety that certain Services Agreement we entered into with Clinton on March 2, 2017. Clinton also made 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 Amended Services Agreement was terminated on December 18, 2019. Clinton paid Mr. Strauss and Mr. Ruchalski compensation and benefits under the Amended Service Agreement through December 15, 2019, and they became employees of the Company on December 18, 2019 and December 16, 2019, respectively. As of December 31, 2019, the Company paid Clinton $2,400,000 under the Amended Services Agreement and the Management Services Agreement, recorded $1,170,833 and $500,000 within “Selling, general and administrative” in our Consolidated Statements of Operations for the twelve months ended December 31, 2019 and 2018, respectively. In January 2019, for total consideration of $1,000,000, Sport-BLX Inc. issued to the Company shares of Sport-BLX common stock, constituting 9.0% of the common stock outstanding after giving effect to the transaction. Immediately before the transaction, George E. Hall (“Mr. Hall”), SportBLX’s Executive Chairman and CEO, held 65.6% of SportBLX’s outstanding shares. Mr. Hall owns beneficially approximately 29.1% of the Company’s outstanding common stock. On September 13, 2019, the Board approved a success fee in connection with the completion of the Orix Transaction and the pension settlement to Clinton. The Board approved a fee equal to 15% of the cash consideration, for its work on the Orix Transaction and 10% of the difference between the gross pension liabilities and the settlement payment. Accordingly, the Company paid Clinton a success fee of $2,635,000 related to the Orix Transaction and $1,348,385 related to the pension settlement. On December 12, 2019, the Company purchased from Mr. Hall 37,924 shares of SportBLX common stock in exchange for $1,346,302 in cash and a $12,116,718 principal amount promissory note bearing interest at a 5% annual rate, due December 12, 2022. On the same date, the Company purchased from Joseph A. De Perio (“Mr. De Perio”) 17,076 shares of SportBLX common stock in exchange for $606,198 in cash and a $5,455,782 principal amount promissory note bearing 5% interest, due December 12, 2022. Interest under the notes is payable in arrears on the first day of each calendar quarter in cash, or, at the Company’s option, in shares of common stock of the Company at a price reflecting market value. Mr. De Perio owns 2.47% of the Company’s common stock, is a member of the Board of Directors of the Company, and is SportBLX’s president. In connection with the successful consummation of a settlement with the PBGC, the Board voted on May 3, 2019 to furnish to Clinton a one-time cash payment of $250,000 in consideration of Clinton’s efforts regarding the same. On November 15, 2019, the Company, and Clinton Special Opportunities Fund LLC (“CSO”) entered into a Credit Facility Letter Agreement (the “Letter Agreement”) pursuant to which the Company extended to CSO a one-year revolving credit facility in the aggregate principal amount up to $1,000,000. The loan is evidenced by a grid note bearing interest at a 10% annual rate, which matures November 15, 2020 (the “Note”). CSO’s obligations under the Letter Agreement and the Note are secured by security interests in all of CSO’s assets, including all of CSO’s Company common stock, and guaranteed by Mr. Hall, CSO’s sole member. As of December 31, 2019, CSO borrowed $250,000 under the Letter Agreement. On December 6, 2019, SportBLX issued an unsecured demand note, effective as of October 1, 2019, to the Company in the aggregate principal amount of up to $1,750,000 (the “Demand Note-1”), which superseded the demand note issued on October 1, 2019, by the Company in favor of SportBLX for $1,000,000. The Demand Note-1 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by the Company, or (b) April 1, 2020. As of December 31, 2019, SportBLX borrowed $1,750,000 under the Demand Note-1. On December 27, 2019, SportBLX issued an unsecured demand note, effective as of December 27, 2019, to the Company in the aggregate principal amount of $250,000 (the “Demand Note-2”). The Demand Note-2 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by the Company, or (b) April 1, 2020. As of December 31, 2019 SportBLX borrowed $250,000 under the Demand Note-2. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events On March 20, 2020, Glassbridge Athlete LLC (the “Borrower”), a wholly owned subsidiary of the Company borrowed $16,000,000 from Orix pursuant to the terms of a Secured Promissory Note Agreement dated as of March 17, 2020 (the “Loan”). Interest on the Loan is payable via “PIK” (payment in kind) at the rate of 5%, and is payable on a quarterly basis and is capitalized. All accrued and unpaid interest, along with all unpaid principal, is due and payable on the date that is 18 months from the initial funding date. Orix owns 20.1% of Adara Enterprises Corp., of which the Corporation owns the remaining 79.9%. The Loan is secured by a lien on substantially all of the assets of the Borrower pursuant to a Security Agreement, as well as by a pledge of the Corporation’s equity interests in Borrower. The proceeds of the Loan, along with an additional $1.8 million contributed by the Borrower, were used to fund the purchase of limited partnership interests by the Borrower in The Sports & Entertainment Fund, L.P. (the “Fund”). The Fund seeks to invest in entities that enter into revenue sharing agreements, or savings and investment agreements, or other transactions with professional athletes. Adara Asset Management LLC, a wholly-owned subsidiary of Adara Enterprises Corp., is the general partner and investment manager of the Fund. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates. |
Foreign Currency | Foreign Currency. |
Cash Equivalents | Cash Equivalents. |
Restricted Cash | Restricted Cash. |
Investments | Investments. |
Fair Value Measurements | Fair Value Measurements. |
Trade Accounts Receivable and Allowances | Trade Accounts Receivable and Allowances. |
Intangible Assets | Intangible Assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Restructuring | Restructuring. |
Revenue Recognition | Revenue Recognition. |
Income Taxes | Income Taxes. 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. 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 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 9 - 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 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. The Company adopted this ASU in the first quarter of 2019 and there was no material impact to its consolidated results of operations and financial condition. 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 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 adopted this ASU in the first quarter of 2019 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 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, 2019 | |
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, 2019 2018 (In millions, except per share amounts) Numerator: Income (loss) from continuing operations $ 11.4 $ (8.7 ) Income from discontinued operations, net of income taxes 11.7 12.8 Net income $ 23.1 $ 4.1 Denominator: Weighted average number of diluted shares outstanding during the period - basic and diluted (in thousands) 25.5 25.5 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ 330.15 $ (341.18 ) Discontinued operations 461.45 482.35 Net income $ 791.60 $ 141.17 Anti-dilutive shares excluded from calculation — — |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Combination | The aggregate consideration paid by the Company in the business combination is $21,313,378.72. Date Description Shares Acquired Per Share Price Consideration January 4, 2019 SportBLX Purchase Agreement 10,526 $ 95.0029 $ 1,000,000 September 16, 2019 SportBLX Purchase Agreement 679 263.4074 178,854 October 18, 2019 SportBLX Purchase Agreement 2,314 263.4074 609,525 13,519 1,788,379 December 12, 2019 De Perio Agreement 17,076 355.0000 6,061,980 December 12, 2019 Hall Agreement 37,924 355.0000 13,463,020 55,000 19,525,000 Total shares and consideration 68,519 $ 21,313,379 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the provisional fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 3,365 Sundry receivable 14,772 Investment – Race Horses 220,000 Investment – BLX Trading Corp 4,600 TANGIBLE ASSETS ACQUIRED 242,737 Accounts payable $ 712,160 Accrued expenses 50,000 Accrued interest payable 27,796 Note payable 2,000,000 TANGIBLE LIABILITIES ASSUMED 2,789,956 NET TANGIBLE LIABILITIES ASSUMED (2,547,219 ) Goodwill 50,552,094 INTANGIBLE ASSETS ACQUIRED 50,552,094 Consideration 21,313,379 Unrealized gain 3,010,866 Total GlassBridge Enterprises, Inc. interest 24,324,245 Noncontrolling interests 23,680,630 $ 48,004,875 |
Schedule of Business Combination Per Forma Information | The following table provides unaudited pro forma information for the periods presented as if the SportBLX acquisition had occurred January 1, 2018: Year Ended December 31 2019 2018 (in millions) Revenues $ (0.1 ) $ — Loss from continuing operations $ (10.6 ) $ (8.3 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 (In millions) Net revenue $ — $ 24.8 Cost of goods sold — 13.7 Gross profit — 11.1 Selling, general and administrative — 8.1 Research and development — 2.4 Restructuring and other — (3.8 ) Other income (expense) 1.3 (1.7 ) Income from discontinued operations, before income taxes 1.3 6.1 Gain on sale of discontinued businesses, before income taxes 9.4 6.4 Income tax benefit 1.0 0.3 Income from discontinued businesses, net of income taxes $ 11.7 $ 12.8 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 (In millions) Accrued payroll $ 0.1 $ 0.2 Levy accruals — 0.3 Pension minimum contributions — 1.9 Other current liabilities 1.4 1.1 Total other current liabilities $ 1.5 $ 3.5 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Notes Payable | Debt and notes payable consists of the following: Years Ended December 31, 2019 2018 (In millions) Pension liability $ 13.5 $ 25.1 Stock purchase agreement notes payable (see Note 15 – Related Party Transactions 17.6 — Orix notes payable 13.0 — Deferred financing costs (2.7 ) Other liabilities 0.2 2.9 Total long term debt 41.6 28.0 |
Schedule of Long-term Debt Maturities | Scheduled maturities of the Company’s long-term debt, as they exist as of December 31, 2019, in each of the next four fiscal years and thereafter are as follows: Fiscal years ending in (in millions) 2020 $ — 2021 5.0 2022 22.6 2023 0.8 2024 0.7 2025 and thereafter 1.8 Total 30.6 |
Restructuring and Other Expen_2
Restructuring and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Activity Related to Restructuring Accruals | 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, 2019 2018 (In millions) Restructuring Expense: Severance and related $ 0.1 $ 0.2 Total restructuring $ 0.1 $ 0.2 Other Expense: German levy settlement — (5.0 ) Total other $ — $ (5.0 ) Total $ 0.1 $ (4.8 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation for Continuing Operations | Stock compensation consisted of the following: Years Ended December 31, 2019 2018 (In millions) Stock compensation expense $ — $ — |
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, 2017 947 $ 16,962.00 1.8 Canceled (834 ) 16,992.00 Outstanding December 31, 2018 113 $ 16,734.00 0.2 Canceled (113 ) 16,734.00 0.2 Granted 1,360 106.00 9.7 Vested (481 ) 106.00 9.7 Outstanding December 31, 2019 879 $ 106.00 9.7 Exercisable as of December 31, 2019 481 $ 106.00 9.7 |
Summary of Restricted Stock Activity | The following table summarizes our restricted stock activity: Restricted Stock Weighted Nonvested as of December 31, 2017 1,070 $ 706.00 Granted 801 226.00 Vested (1,491 ) 336.00 Forfeited (230 ) 972.00 Nonvested as of December 31, 2018 150 $ 1,406.00 Vested (75 ) 1,406.00 Forfeited (75 ) 1,406.00 Nonvested as of December 31, 2019 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 (In millions) U.S. $ 11.4 $ (13.8 ) International — 5.0 Total $ 11.4 $ (8.8 ) |
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, 2019 2018 (In millions) Current Federal $ — $ 0.1 International — — Deferred International — — Total $ — $ 0.1 |
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, 2019 2018 (In millions) Tax at statutory U.S. tax rate $ 2.4 $ 1.9 State income taxes, net of federal benefit 0.5 0.6 Net effect of international operations — (4.0 ) Valuation allowances (28.6 ) 30.8 Tax on unremitted earnings of foreign subsidiaries (0.4 ) 0.5 U.S. tax on foreign earnings — (0.2 ) Stock-based compensation 0.3 (0.3 ) Net effect of subsidiary sale 25.0 (29.2 ) Minimum tax credit refundable — 0.1 Reclassification to discontinued operations and other 0.8 (0.1 ) Income tax (provision) benefit $ — $ 0.1 |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets and liabilities were as follows: As of December 31, 2019 2018 (In millions) Compensation and employee benefits — 0.3 Tax credit carryforwards 21.4 22.2 Net operating loss carryforwards 144.1 147.3 Accrued liabilities and other reserves — 0.2 Pension 3.4 4.2 Intangible assets, net — 2.5 Capital losses 26.9 9.5 Other, net 40.6 44.4 Total deferred tax assets 236.4 230.6 Valuation allowance (236.4 ) (230.6 ) Net deferred tax assets — — Unremitted earnings of foreign subsidiaries (0.2 ) (0.5 ) Total deferred tax liabilities (0.2 ) (0.5 ) Valuation allowance — — Total deferred tax liabilities (0.2 ) (0.5 ) Net deferred tax liabilities $ (0.2 ) $ (0.5 ) |
Schedule of 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 2019 2018 (In millions) Deferred tax liability - non-current (0.2 ) (0.5 ) Total $ (0.2 ) $ (0.5 ) |
Schedule of Unrecognized Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2019 2018 (In Millions) Beginning Balance $ 0.6 $ 0.9 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years (0.4 ) — Settlements with taxing authorities — — Reductions due to lapse of statute of limitations — (0.3 ) Total 0.2 0.6 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Treasury Stock | The following is a summary of treasury share activity: Treasury Balance as of December 31, 2017 2,820 Purchases 70 Restricted stock grants and other (488 ) Balance as of December 31, 2018 2,402 Purchases 450 Forfeitures and other 75 Balance as of December 31, 2019 2,927 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss and related activity consisted of the following: Defined Benefit Plans Total (In millions) Balance as of December 31, 2018 $ (20.7 ) $ (20.7 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 0.1 0.1 Net current period other comprehensive income (loss) 0.1 0.1 Balance as of December 31, 2019 $ (20.6 ) $ (20.6 ) |
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, 2019 are as follows: Amounts Reclassified Affected Line Item in the Statement Where Net (In millions) Amortization of net actuarial loss 0.1 Other Income (Expense) Total reclassifications for the period $ 0.1 |
Business Segment Information _2
Business Segment Information and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Operating Income (Loss) by Segment | Years Ended December 31, 2019 2018 (In millions) Operating income (loss) from continuing operations Asset management business 0.1 (3.6 ) Sports investment platform (0.2 ) (3.6 ) Total segment operating loss (0.1 ) (3.6 ) Corporate and unallocated (3.2 ) (3.3 ) Intangible impairment — (6.2 ) Restructuring and other (0.1 ) 4.8 Total operating loss (3.4 ) (8.3 ) Interest expense (0.3 ) (0.1 ) Net income (loss) from AAM fund activities — (0.9 ) Other income (expense), net 15.1 (0.5 ) Income (loss) from continuing operations before income taxes $ 11.4 $ (8.8 ) |
Litigation, Commitments and C_2
Litigation, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: 2019 2018 (In millions) Minimum lease payments $ — $ 0.1 Contingent rentals — — Total rental expense, net $ — $ 0.1 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Aug. 20, 2019 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | ||
Reverse stock split | Reverse split of our common stock at a ratio of 1:200 (the "Reverse Stock Split") | |
IMN Capital Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Purchase price of agreement description | $277,900 payable upon the execution of the IMN Capital Agreement | |
Percentage of net proceeds from subsidiary litigation | 75.00% | |
Non-cash gain on sale of subsidiaries | $ 10,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Restricted cash included in other current assets | $ 400 | ||
Corporate income tax rate | 21.00% | 35.00% |
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, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Income (loss) from continuing operations | $ 11,400 | $ (8,700) |
Income from discontinued operations, net of income taxes | 11,700 | 12,800 |
Net income | $ 23,100 | $ 4,100 |
Weighted average number of diluted shares outstanding during the period - basic and diluted | 25,500 | 25,500 |
Continuing operations | $ 330,150 | $ (341,180) |
Discontinued operations | 461,450 | 482,350 |
Net income | $ 791,600 | $ 141,170 |
Anti-dilutive shares excluded from calculation |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Dec. 12, 2019 | Oct. 31, 2019 | Dec. 31, 2019 |
Business combination consideration | $ 21,313,379 | ||
Joseph A. De Perio [Member] | |||
Purchase of common stock | 17,076 | ||
Purchase of common stock, value | $ 606,198 | ||
Ownership percentage | 2.47% | ||
George E. Hall [Member] | |||
Purchase of common stock | 37,924 | ||
Purchase of common stock, value | $ 1,346,302 | ||
Ownership percentage | 29.10% | ||
Sport-BLX, Inc. [Member] | |||
Purchase of common stock | 55,000 | ||
Purchase of common stock, value | $ 19,500,000 | ||
Acquired a controlling interest | 50.70% | ||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 1 [Member] | |||
Business acquisition goodwill | $ 50,552,094 | ||
Stock Purchase Agreement [Member] | Three Common Stock [Member] | Sport-BLX, Inc. [Member] | |||
Purchase of common stock | 13,519 | ||
Purchase of common stock, value | $ 1,788,379 |
Business Combination - Schedul
Business Combination - Schedule of Business Combination (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares Acquired | shares | 68,519 |
Consideration | $ | $ 21,313,379 |
SportBLX Purchase Agreement One [Member] | |
Date | Jan. 4, 2019 |
Description | SportBLX Purchase Agreement |
Shares Acquired | shares | 10,526 |
Per Share Price | $ / shares | $ 95.0029 |
Consideration | $ | $ 1,000,000 |
SportBLX Purchase Agreement Two [Member] | |
Date | Sep. 16, 2019 |
Description | SportBLX Purchase Agreement |
Shares Acquired | shares | 679 |
Per Share Price | $ / shares | $ 263.4074 |
Consideration | $ | $ 178,854 |
SportBLX Purchase Agreement Three [Member] | |
Date | Oct. 18, 2019 |
Description | SportBLX Purchase Agreement |
Shares Acquired | shares | 2,314 |
Per Share Price | $ / shares | $ 263.4074 |
Consideration | $ | $ 609,525 |
SportBLX Purchase Agreement [Member] | |
Shares Acquired | shares | 13,519 |
Consideration | $ | $ 1,788,379 |
De Perio Agreement [Member] | |
Date | Dec. 12, 2019 |
Description | De Perio Agreement |
Shares Acquired | shares | 17,076 |
Per Share Price | $ / shares | $ 355 |
Consideration | $ | $ 6,061,980 |
Hall Agreement [Member] | |
Date | Dec. 12, 2019 |
Description | Hall Agreement |
Shares Acquired | shares | 37,924 |
Per Share Price | $ / shares | $ 355 |
Consideration | $ | $ 13,463,020 |
De Perio and Hall Agreement [Member] | |
Shares Acquired | shares | 55,000 |
Consideration | $ | $ 19,525,000 |
Business Combination - Sched_2
Business Combination - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 3,365 | |
Sundry receivable | 14,772 | |
TANGIBLE ASSETS ACQUIRED | 242,737 | |
Accounts payable | 712,160 | |
Accrued expenses | 50,000 | |
Accrued interest payable | 27,796 | |
Note payable | 2,000,000 | |
TANGIBLE LIABILITIES ASSUMED | 2,789,956 | |
NET TANGIBLE LIABILITIES ASSUMED | (2,547,219) | |
Goodwill | 50,600,000 | |
INTANGIBLE ASSETS ACQUIRED | 50,552,094 | |
Consideration | 21,313,379 | |
Unrealized gain | 3,010,866 | |
Total GlassBridge Enterprises, Inc. interest | 24,324,245 | |
Noncontrolling interests | 23,680,630 | |
Assets acquired and liabilities assumed, net | 48,004,875 | |
Race Horses [Member] | ||
Investment | 220,000 | |
BLX Trading Corp [Member] | ||
Investment | $ 4,600 |
Business Combination - Schedule
Business Combination - Schedule of Business Combination Per Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenues | $ (100) | |
Loss from continuing operations | $ (10,600) | $ (8,300) |
Discontinued Operations - (Deta
Discontinued Operations - (Details Narrative) | Feb. 15, 2019USD ($) | Aug. 16, 2018USD ($)shares | Aug. 13, 2018USD ($) | Jan. 04, 2016USD ($)Integer | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 19, 2020USD ($) | Dec. 28, 2018USD ($) | 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 | $ 2,400,000 | |||||||||
Current liabilities of discontinued operations | 4,600,000 | |||||||||
GlassBridge Pledge Agreement [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Original principal amount | $ 4,000,000 | |||||||||
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 | |||||||||
NXSN-Humilis Agreement [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 | $ 5,675,000 | |||||||||
IOENGINE Pre-Payment Agreement [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Repayments of notes payable | $ 2,250,000 | |||||||||
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 | $ 950,000 | |||||||||
Letter Agreement [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Escrow deposit | $ 200,000 | |||||||||
Escrow deposit disbursements related to property sales | $ 750,000 | |||||||||
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% | |||||||||
NXSN Acquisition Corp. [Member] | Senior Secured Convertible Note [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Original principal amount | $ 25,000,000 | |||||||||
Imation Subsidiaries [Member] | Securities Purchase Agreement [Member] | IMN Capital Holdings, Inc., [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Increase (Decrease) in net income of discontinued operations | 14,200,000 | |||||||||
Discontinued Operations, Disposed of by Sale [Member] | DPI Inc [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 | $ 9,400,000 | |||||||||
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 | 650,000 | |||||||||
Escrow deposit | $ 650,000 | |||||||||
Escrow deposit duration | 18 months | |||||||||
Cash received after payment and deductions | $ 2,775,000 | |||||||||
Discontinued Operations, Disposed of by Sale [Member] | Nexsan Sale [Member] | Subsequent Event [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Escrowed funds net of claims | $ 610,750 | |||||||||
Discontinued Operations, Disposed of by Sale [Member] | Imation Subsidiaries [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Increase (Decrease) in net income of discontinued operations | 1,100,000 | |||||||||
Restructuring and other cost include net loss attributable to noncontolling interest | 600,000 | |||||||||
Disposal group, including discontinued operation, depreciation and amortization | 0 | 300,000 | ||||||||
Disposal group, including discontinued operation, lease expense | 0 | 500,000 | ||||||||
Discontinued operation, tax effect of income (loss) from discontinued operation during phase-out period | 1,000,000 | 300,000 | ||||||||
Current assets of discontinued operations | 0 | 2,400,000 | ||||||||
Disposal group, including discontinued operation, accounts receivable, net | 700,000 | |||||||||
Disposal group, including discontinued operation, funds held in escrow | 1,000,000 | |||||||||
Disposal group, including discontinued operation, other current assets | 700,000 | |||||||||
Current liabilities of discontinued operations | 0 | 4,600,000 | ||||||||
Disposal group, including discontinued operation, accounts payable | 1,700,000 | |||||||||
Disposal group, including discontinued operation, other current liabilities | 2,200,000 | |||||||||
Other liabilities of discontinued operations | $ 0 | 2,200,000 | ||||||||
Withholding tax of discontinued operations | 500,000 | |||||||||
Tax contingencies of discontinued operations | 600,000 | |||||||||
Other liabilities of discontinued operations, other | 1,100,000 | |||||||||
Discontinued Operations, Disposed of by Sale [Member] | Imation Subsidiaries [Member] | CMC Magnetic Corp. [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Disposal group, including discontinued operation, due to related party | $ 1,000,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Key Components of Discontinued Operations (Details) - Discontinued Operations [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | $ 24,800 | |
Cost of goods sold | 13,700 | |
Gross profit | 11,100 | |
Selling, general and administrative | 8,100 | |
Research and development | 2,400 | |
Restructuring and other | (3,800) | |
Other income (expense) | 1,300 | (1,700) |
Income from discontinued operations, before income taxes | 1,300 | 6,100 |
Gain on sale of discontinued businesses, before income taxes | 9,400 | 6,400 |
Income tax benefit | 100 | 300 |
Income from discontinued businesses, net of income taxes | $ 11,700 | $ 12,800 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 13, 2019 | |
Other current assets | $ 1,100,000 | $ 1,100,000 | ||
Investments in arrive | (900,000) | |||
Unrealized gain on Arrive investment | 12,100,000 | |||
Investments | 14,800,000 | 4,000,000 | ||
Other assets and other investments | 2,400,000 | 2,100,000 | ||
Pension liabilities | 13,500,000 | |||
Other Assets [Member] | ||||
Minimum tax refund | 1,100,000 | |||
Other Liabilities [Member] | ||||
Pension liabilities | 13,500,000 | 23,000,000 | ||
Other Liabilities [Member] | George E. Hall [Member] | ||||
Notes payable | 12,100,000 | |||
Other Liabilities [Member] | Joseph A. De Perio [Member] | ||||
Notes payable | 5,500,000 | |||
NXSN Acquisition Corp. [Member] | ||||
Other current assets | 2,800,000 | |||
Prepaid professional fees to related party | 1,700,000 | |||
Tax redune to be received | 500,000 | |||
Funds to related party | 600,000 | |||
Other assets | 300,000 | |||
Accrued professional services fees | 500,000 | |||
Fees related to insurance professional services | 700,000 | |||
Fees related to insurance other claims | 400,000 | |||
NXSN Acquisition Corp. [Member] | Other Assets [Member] | ||||
Stock issued pursuant to acquisitions | 700,000 | |||
Arrive LLP [Member] | ||||
Investments | 1,200,000 | |||
Other assets | $ 4,000,000 | |||
Arrive LLP [Member] | Other Assets [Member] | ||||
Investments in arrive | 14,800,000 | |||
Unrealized gain on Arrive investment | 12,000,000 | |||
Mobius Fund SCA SICAV-RAIF [Member] | Other Assets [Member] | ||||
Investments in arrive | 900,000 | |||
Other assets and other investments | 2,400,000 | |||
Investment tax credit | 500,000 | |||
Arrive Opportunity Fund I LP [Member] | Subsequent Event [Member] | ||||
Unrealized gain on Arrive investment | $ 1,300,000 | |||
Investments | $ 400,000 | |||
Orix PTP Holdings, LLC [Member] | ||||
Pension liabilities | $ 1,348,385 | |||
Orix PTP Holdings, LLC [Member] | Securities Purchase Agreement [Member] | ||||
Notes payable | $ 13,000,000 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll | $ 100 | $ 200 |
Levy accruals | 300 | |
Pension minimum contributions | 1,900 | |
Other current liabilities | 1,400 | 1,100 |
Total other current liabilities | $ 1,500 | $ 3,500 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Sep. 13, 2019 | |
Pension liabilities | $ 13,500,000 | |
Principal Installments One [Member] | ||
Debt monthly principal investment | 3,461,538,000 | |
Remaining principal installments | 519,231,000 | |
Principal Installments Two [Member] | ||
Debt monthly principal investment | 3,461,538,000 | |
Remaining principal installments | $ 519,231,000 | |
Orix PTP Holdings, LLC [Member] | ||
Pension liabilities | $ 1,348,385 | |
Debt interest bear percentage | 7.50% | |
Debt maturity date | Sep. 30, 2026 | |
Debt maturity date description | The first two principal installments are $3,461,538 each and the remaining installments are $519,231 each. All accrued interest is due and payable in arrears, commencing on September 30, 2020 and thereafter on September 30 of each year until maturity. | |
Stock Purchase Agreement [Member] | ||
Debt interest bear percentage | 5.00% | |
Debt maturity date | Dec. 12, 2022 |
Debt - Schedule of Debt and Not
Debt - Schedule of Debt and Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total long term debt | $ 30,600 | |
Pension Liability [Member] | ||
Total long term debt | 13,500 | $ 25,100 |
Stock Purchase Agreement Notes Payable [Member] | ||
Total long term debt | 17,600 | |
Orix Notes Payable [Member] | ||
Total long term debt | 13,300 | |
Deferred Financing Costs [Member] | ||
Total long term debt | (2,700) | |
Other Liabilities [Member] | ||
Total long term debt | 200 | 2,900 |
Debt and Notes Payable [Member] | ||
Total long term debt | $ 41,600 | $ 28,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | |
2021 | 500 |
2022 | 22,600 |
2023 | 800 |
2024 | 700 |
2024 and thereafter | 1,800 |
Total long term debt | $ 30,600 |
Restructuring and Other Expen_3
Restructuring and Other Expense - Schedule of Activity Related to Restructuring Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | ||
Severance and related | $ 100 | $ 200 |
Total restructuring | 100 | 200 |
German levy settlement | (5,000) | |
Total other | (5,000) | |
Total | $ 100 | $ (4,800) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares granted | 1,360 | |
Stock compensation expense | ||
Stock Options [Member] | ||
Number of shares granted | 1,360 | |
Exercisable stock options | 481 | |
Intrinsic value of options outstanding | $ 0 | |
Number of options exercised | ||
Stock compensation expense | $ 0 | $ 300 |
Restricted Stock [Member] | ||
Stock compensation expense | 0 | 300 |
Fair value of shares vested in period | 100 | 500 |
Tax benefit from stock-based compensation expense | $ 0 | $ 100 |
2011 Incentive Plan [Member] | ||
Number of shares authorized to award | 4,671 | |
Number of stock-based compensation awards consisting of stock options and restricted stock outstanding | 879 | |
Number of shares available for grant | ||
Number of shares granted | 879 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation for Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation expense |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Options Outstanding, Beginning balance | 113 | 947 |
Stock Options Outstanding, Canceled | (113) | (834) |
Stock Options Outstanding, Granted | 1,360 | |
Stock Options Outstanding, Vested | (481) | |
Stock Options Outstanding, Ending balance | 879 | 113 |
Stock Options Exercisable | 481 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 16,734 | $ 16,962 |
Weighted Average Exercise Price, Canceled | 16,734 | 16,992 |
Weighted Average Exercise Price, Granted | 106 | |
Weighted Average Exercise Price, Vested | 106 | |
Weighted Average Exercise Price Outstanding, Ending balance | 106 | 16,734 |
Weighted Average Exercise Price Exercisable | $ 106 | |
Weighted Average Remaining Contractual Life (Years), Beginning balance | 2 months 12 days | 1 year 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Canceled | 2 months 12 days | |
Weighted Average Remaining Contractual Life (Years), Granted | 9 years 8 months 12 days | |
Weighted Average Remaining Contractual Life (Years), Vested | 9 years 8 months 12 days | |
Weighted Average Remaining Contractual Life (Years), Ending balance | 9 years 8 months 12 days | 2 months 12 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 9 years 8 months 12 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Nonvested Restricted Stock Outstanding, Beginning balance | 150 | 1,070 |
Nonvested Restricted Stock, Granted | 801 | |
Nonvested Restricted Stock, Vested | (75) | (1,491) |
Nonvested Restricted Stock, Forfeited | (75) | (230) |
Nonvested Restricted Stock Outstanding, Ending balance | 150 | |
Weighted Average Grant Date Fair Value Per Share, Beginning balance | $ 1,406 | $ 706 |
Weighted Average Grant Date Fair Value Per Share, Granted | 226 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 1,406 | 336 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 1,406 | 972 |
Weighted Average Grant Date Fair Value Per Share, Ending balance | $ 1,406 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) $ in Thousands | Oct. 02, 2019USD ($) |
Settlement Agreement [Member] | Pension Benefit Guaranty Corporation [Member] | |
Settlement of claims and liens paid in cash | $ 3,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | 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% | 35.00% | ||||
Minimum tax credit refundable | $ 100 | $ 2,100 | ||||
Income tax refunds | 1,100 | |||||
Net cash paid for income taxes | 0 | 0 | ||||
Valuation allowance | 236,400 | $ 230,600 | ||||
Deferred tax liability valuation allowance | 200 | |||||
Operating loss carryforwards | $ 597,000 | |||||
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 | $ 400 | |||||
Unrecognized tax benefits that would impact effective tax rate | 200 | |||||
State and Local Jurisdiction [Member] | Tax Year 2037 [Member] | ||||||
Operating loss carryforwards | 323,600 | |||||
U.S. and Foreign Tax [Member] | Expire Between 2020 and 2022 [Member] | ||||||
Operating loss carryforwards | 21,400 | |||||
U.S. and Foreign Tax [Member] | Expire Between 2023 and 2032 [Member] | ||||||
Operating loss carryforwards | 17,500 | |||||
Federal Capital [Member] | Expire Between 2020 and 2024 [Member] | ||||||
Operating loss carryforwards | 107,700 | |||||
Internal Revenue Service (IRS) [Member] | ||||||
Operating loss carryforwards | $ 597,000 | |||||
Income tax expiry description | The Company's $597.0 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. 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. | |||||
U.S. and Foreign Tax [Member] | ||||||
Remainder tax credit carryforward expiration | Expire between 2020 and 2022, and the remainder of which will expire between 2023 and 2032. | |||||
Forecast [Member] | ||||||
Income tax refunds | $ 300 | $ 300 | $ 500 |
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, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ 11,400 | $ (13,800) |
International | 5,000 | |
Loss from continuing operations before income taxes | $ 11,400 | $ (8,800) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current, Federal | $ 100 | |
Current, International | ||
Deferred, International | ||
Income tax (provision) benefit | $ 100 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory U.S. tax rate | $ 2,400 | $ 1,900 | |
State income taxes, net of federal benefit | 500 | 600 | |
Net effect of international operations | (4,000) | ||
Valuation allowances | (28,600) | 30,800 | |
Tax on unremitted earnings of foreign subsidiaries | (400) | 500 | |
U.S. tax on foreign earnings | (200) | ||
Stock-based compensation | 300 | (300) | |
Net effect of subsidiary sale | 25,000 | (29,200) | |
Minimum tax credit refundable | 100 | $ 2,100 | |
Reclassification to discontinued operations and other | 800 | (100) | |
Income tax (provision) benefit | $ 100 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Compensation and employee benefits | $ 300 | |
Tax credit carryforwards | 21,400 | 22,200 |
Net operating loss carryforwards | 144,100 | 147,300 |
Accrued liabilities and other reserves | 200 | |
Pension | 3,400 | 4,200 |
Intangible assets, net | 2,500 | |
Capital losses | 26,900 | 9,500 |
Other, net | 40,600 | 44,400 |
Total deferred tax assets | 236,400 | 230,600 |
Valuation allowance | (236,400) | (230,600) |
Net deferred tax assets | ||
Unremitted earnings of foreign subsidiaries | (200) | (500) |
Total deferred tax liabilities | (200) | (500) |
Valuation allowance | ||
Total deferred tax liabilities | (200) | (500) |
Net deferred tax liabilities | $ (200) | $ (500) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax liability - non-current | $ (200) | $ (500) |
Net deferred tax liabilities | $ (200) | $ (500) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning balance | $ 600 | $ 900 |
Additions for tax positions of current years | ||
Additions for tax positions of prior years | ||
Reductions for tax positions of prior years | (400) | |
Settlements with taxing authorities | ||
Reductions due to lapse of statute of limitations | (300) | |
Unrecognized tax benefits, ending balance | $ 200 | $ 600 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Oct. 02, 2019 | Aug. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Aug. 21, 2019 | Nov. 14, 2016 | Aug. 06, 2015 | May 02, 2012 |
Reverse stock split | Reverse split of our common stock at a ratio of 1:200 (the "Reverse Stock Split") | ||||||||
Conversion price per share | $ 106 | ||||||||
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 | |||||||
382 Rights Agreement [Member] | Wells Fargo Bank, N.A [Member] | |||||||||
Ownership percentage | 4.90% | ||||||||
Orix PTP Holdings, LLC [Member] | |||||||||
Sale of stock price | $ 17,562,700 | ||||||||
Stock percentage | 20.10% | ||||||||
Orix PTP Holdings, LLC [Member] | Stockholders Agreement [Member] | |||||||||
Book value percentage | 20.00% | ||||||||
Orix PTP Holdings, LLC [Member] | Two Promissory Notes [Member] | |||||||||
Principal amount | $ 13,000,000 | ||||||||
Treasury Stock [Member] | |||||||||
Number of shares authorized to repurchased | 2,500 | ||||||||
Purchase of treasury stock | 450 | 70 | 780 | ||||||
Purchase of treasury stock, value | $ 28,434,000 | $ 13,575,000 | $ 300,000 | ||||||
Additional number of shares authorized to repurchased | 1,720 | 1,720 | |||||||
Average price per share of treasury stock acquired | $ 8,496.47 | ||||||||
Treasury Stock [Member] | Maximum [Member] | |||||||||
Number of shares authorized to repurchased | 2,500 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Treasury Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Treasury shares, beginning balance | 2,402 | |
Treasury shares, ending balance | 2,927 | 2,402 |
Treasury Stock [Member] | ||
Treasury shares, beginning balance | 2,402 | 2,820 |
Purchases | 450 | 70 |
Restricted stock grants and other | (488) | |
Forfeitures and other | 75 | |
Treasury shares, ending balance | 2,927 | 2,402 |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ (19,400) | |
Net current period other comprehensive income (loss) | 20,300 | $ 2,300 |
Ending balance | 5,700 | (19,400) |
Defined Benefit Plans [Member] | ||
Beginning balance | (20,700) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 100 | |
Net current period other comprehensive income (loss) | 100 | |
Ending balance | (20,600) | (20,700) |
Accumulated Other Comprehensive Loss [Member] | ||
Beginning balance | (20,700) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 100 | |
Net current period other comprehensive income (loss) | 100 | |
Ending balance | $ (20,600) | $ (20,700) |
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, 2019USD ($) | |
Total reclassifications for the period | $ 100 |
Amortization of Net Actuarial Loss [Member] | Other Income (Expense) [Member] | |
Total reclassifications for the period | $ 100 |
Business Segment Information _3
Business Segment Information and Geographic Data (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Severance costs | $ 100 | $ 200 |
German levy settlement | $ 5,000 |
Business Segment Information _4
Business Segment Information and Geographic Data - Schedule of Operating Income (Loss) by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total segment operating loss | $ (3,400) | $ (8,300) |
Interest expense | (300) | (100) |
Net income (loss) from AAM fund activities | (900) | |
Other income (expense), net | 15,100 | (500) |
Loss from continuing operations before income taxes | 11,400 | (8,800) |
Intangible Impairment [Member] | ||
Total segment operating loss | (6,200) | |
Operating Segments [Member] | ||
Total segment operating loss | (100) | (3,600) |
Operating Segments [Member] | Asset Management Business [Member] | ||
Total segment operating loss | 100 | (3,600) |
Operating Segments [Member] | Sports Investment Platform [Member] | ||
Total segment operating loss | (200) | (3,600) |
Corporate and Unallocated [Member] | ||
Total segment operating loss | (3,200) | (3,300) |
Restructuring and Other [Member] | ||
Total segment operating loss | $ (100) | $ 4,800 |
Litigation, Commitments and C_3
Litigation, Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Minimum lease payments | $ 100 | |
Contingent rentals | ||
Total rental expense, net | $ 100 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 27, 2019 | Dec. 12, 2019 | Dec. 06, 2019 | Nov. 15, 2019 | Oct. 02, 2019 | Sep. 13, 2019 | May 03, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||||
Pension liabilities | $ 13,500,000 | |||||||||
George E. Hall [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock percentage | 29.10% | |||||||||
Principal amount | $ 12,116,718 | |||||||||
Purchase of common stock | 37,924 | |||||||||
Purchase of common stock, value | $ 1,346,302 | |||||||||
Interest rate | 5.00% | |||||||||
Maturity date | Dec. 12, 2022 | |||||||||
Ownership percentage | 29.10% | |||||||||
Joseph A. De Perio [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 5,455,782 | |||||||||
Purchase of common stock | 17,076 | |||||||||
Purchase of common stock, value | $ 606,198 | |||||||||
Interest rate | 5.00% | |||||||||
Maturity date | Dec. 12, 2022 | |||||||||
Ownership percentage | 2.47% | |||||||||
Orix PTP Holdings, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ 2,635,000 | |||||||||
Cash consideration pension percentage description | The Board approved a fee equal to 15% of the cash consideration, for its work on the Orix Transaction and 10% of the difference between the gross pension liabilities and the settlement payment. | |||||||||
Pension liabilities | $ 1,348,385 | |||||||||
Sale of stock, total consideration | $ 17,562,700 | |||||||||
Stock percentage | 20.10% | |||||||||
Interest rate | 7.50% | |||||||||
Maturity date | Sep. 30, 2026 | |||||||||
Sport-BLX, Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock, total consideration | $ 1,000,000 | |||||||||
Stock percentage | 9.00% | |||||||||
Purchase of common stock | 55,000 | |||||||||
Purchase of common stock, value | $ 19,500,000 | |||||||||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 1 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 1,750,000 | $ 1,750,000 | ||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Apr. 1, 2020 | |||||||||
Superdeded value of note issued | $ 1,000,000 | |||||||||
Debt maturity, description | Matures upon the earlier to occur of (a) demand by the Company, or (b) April 1, 2020. | |||||||||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 2 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 250,000 | 250,000 | ||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Apr. 1, 2020 | |||||||||
Debt maturity, description | Matures upon the earlier to occur of (a) demand by the Company, or (b) April 1, 2020. | |||||||||
Sport-BLX, Inc. [Member] | George E. Hall [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock percentage | 65.60% | |||||||||
Clinton Group Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash payment for consideration | $ 250,000 | |||||||||
Clinton Special Opportunities Fund LLC [Member] | Credit Faciltiy Letter Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 1,000,000 | 250,000 | ||||||||
Interest rate | 10.00% | |||||||||
Maturity date | Nov. 15, 2020 | |||||||||
Services Agreement and Management Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | 2,400,000 | |||||||||
Services Agreement and Management Services Agreement [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ 1,170,833 | $ 500,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands | Mar. 20, 2020USD ($) |
Sports & Entertainment Fund, L.P [Member] | |
Proceeds of loan, amount | $ 1,800 |
Secured Promissory Note Agreement [Member] | |
Debt instrument borrowing capacity | $ 16,000 |
Debt promissory note description | Interest on the Loan is payable via "PIK" (payment in kind) at the rate of 5%, and is payable on a quarterly basis and is capitalized. All accrued and unpaid interest, along with all unpaid principal, is due and payable on the date that is 18 months from the initial funding date. Orix owns 20.1% of Adara Enterprises Corp., of which the Corporation owns the remaining 79.9%. |
Secured Promissory Note Agreement [Member] | Adara Enterprises Corp [Member] | |
Ownership interest percentage | 20.10% |
Secured Promissory Note Agreement [Member] | Payment in Kind (PIK) Note [Member] | |
Debt payment in kind percentage | 5.00% |
Ownership interest percentage | 79.90% |