Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-14310 | |
Entity Registrant Name | GLASSBRIDGE ENTERPRISES, INC. | |
Entity Central Index Key | 0001014111 | |
Entity Tax Identification Number | 41-1838504 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 18 East 50th Street | |
Entity Address, Address Line Two | FL7 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 220-3300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,170 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenue | ||
Operating expenses: | ||
Selling, general and administrative | 0.8 | 1.3 |
Total operating expenses | 0.8 | 1.3 |
Operating loss from continuing operations | (0.8) | (1.3) |
Other income (expense): | ||
Interest expense | (0.1) | (0.9) |
Other income (expense), net | 0.1 | |
Total other income (expense) | (0.9) | |
Loss from continuing operations before income taxes | (0.8) | (2.2) |
Loss from continuing operations | (0.8) | (2.2) |
Net loss from continuing operations | (0.8) | (2.2) |
Discontinued Operations: | ||
Loss from discontinued operations, net of income taxes | ||
Loss from discontinued businesses, net of income taxes | ||
Net loss | $ (0.8) | $ (2.2) |
Income (loss) per common share — basic and diluted: | ||
Continuing operations | $ (30.30) | $ (87.30) |
Discontinued operations | 0 | 0 |
Net loss | $ (30.30) | $ (87.30) |
Weighted average common shares outstanding: | ||
Basic and diluted (thousands) | 26,400 | 25,200 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3.2 | $ 4.1 |
Accounts receivable, net | 0.1 | 0.1 |
Total current assets | 3.3 | 4.2 |
Arrive (See Note 5 - Supplemental Balance Sheet Information) | 12.8 | 12.8 |
Other assets and other investments | 0.5 | 0.2 |
Total assets | 16.6 | 17.2 |
Current liabilities: | ||
Accounts payable | 1.2 | 1.1 |
Other current liabilities | 0.4 | 0.4 |
Total current liabilities | 1.6 | 1.5 |
GHI LLC note payable (See Note 6 – Debt) | 3.5 | 3.4 |
Other liabilities | 0.2 | 0.2 |
Total liabilities | 5.3 | 5.1 |
Shareholders’ equity: | ||
Preferred stock, $.01 par value, authorized 200,000 shares, none issued and outstanding | ||
Common stock, $.01 par value, authorized 50,000, 28,097 issued at March 31, 2022; 28,097 issued at December 31, 2021 | ||
Additional paid-in capital | 1,073 | 1,073 |
Accumulated deficit | (1,036.8) | (1,036) |
Treasury stock, at cost: 2,927 shares at March 31, 2022; 2,927 shares at December 31, 2021 | (24.9) | (24.9) |
Total shareholders’ equity | 11.3 | 12.1 |
Total liabilities and shareholders’ equity | $ 16.6 | $ 17.2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 28,097 | 28,097 |
Treasury stock shares | 2,927 | 2,927 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholder's Equity (Deficit) (Unaudited) - USD ($) $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,059.6 | $ (1,065) | $ (24.9) | $ 22.7 | $ (7.6) | |
Beginning balance, shares at Dec. 31, 2020 | 28,097 | 2,927 | ||||
Net loss | (2.2) | (0.1) | (2.3) | |||
Ending balance, value at Mar. 31, 2021 | 1,059.6 | (1,067.2) | $ (24.9) | 22.6 | (9.9) | |
Ending balance, shares at Mar. 31, 2021 | 28,097 | 2,927 | ||||
Beginning balance, value at Dec. 31, 2021 | 1,073 | (1,036) | $ (24.9) | 12.1 | ||
Beginning balance, shares at Dec. 31, 2021 | 28,097 | 2,927 | ||||
Net loss | (0.8) | (0.8) | ||||
Ending balance, value at Mar. 31, 2022 | $ 1,073 | $ (1,036.8) | $ (24.9) | $ 11.3 | ||
Ending balance, shares at Mar. 31, 2022 | 28,097 | 2,927 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (0.8) | $ (2.2) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Payment-in-Kind interest | 0.1 | |
Depreciation and amortization | 0.2 | |
Change in non-controlling interest | (0.1) | |
Changes in operating assets and liabilities | 1 | |
Net cash used in operating activities | (0.7) | (1.1) |
Cash Flows from Investing Activities: | ||
Purchase of investments | (0.2) | |
Net cash provided by (used in) investing activities | (0.2) | |
Cash Flows from Financing Activities: | ||
Net cash provided by financing activities | ||
Net change in cash and cash equivalents | (0.9) | (1.1) |
Cash, cash equivalents and restricted cash — beginning of period | 4.1 | 1.8 |
Cash, cash equivalents and restricted cash — end of period | 3.2 | 0.7 |
Supplemental disclosures of cash paid (received) during the period: | ||
Income taxes (net of refunds received) | (0.6) | |
Interest expense | $ 0.1 | $ 0.2 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1 — Basis of Presentation GlassBridge Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) owns and operates an asset management business through various subsidiaries. The interim Condensed Consolidated Financial Statements of GlassBridge are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of financial position, results of operations, comprehensive loss and cash flows for the periods presented. Except as otherwise disclosed herein, these adjustments consist of normal and recurring items. The results of operations for any interim period are not necessarily indicative of full year results. The Condensed Consolidated Financial Statements and Notes are presented in accordance with the requirements for Quarterly Reports on Form 10-Q and do not contain certain information included in our annual Consolidated Financial Statements and Notes presented in accordance with the requirements of Annual Reports on Form 10-K. The interim Condensed Consolidated Financial Statements 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 or interest in such entity, and has the right to control. The results of entities disposed of are included in the unaudited Condensed Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all adjustments necessary for a fair presentation have been included in the interim results reported. The preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses for the reporting periods. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. The December 31, 2021 Condensed Consolidated Balance Sheet data were derived from the audited Consolidated Financial Statements, but do not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with our Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission on March 31, 2022. The Company completed the disposition of its entire interest in SportBLX on December 30, 2021, and the operating results of the Sports Technology Platform are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations for each period presented represents our Asset Management Business as well as corporate expenses. Assets and liabilities directly associated with our legacy Businesses and Nexsan Business and that are not part of our ongoing operations are included in other assets and other investments. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | Note 2 — New Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be not applicable to the Company’s consolidated results of operations and financial condition. Adoption of New Accounting Pronouncements 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 was effective as of January 1, 2021. As this ASU relates only to disclosures, there was no impact to the Company’s consolidated results of operations and financial condition. |
Loss per Common Share
Loss per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss per Common Share | Note 3 — Loss per Common Share Basic income per common share is calculated using the weighted average number of shares outstanding for the period. Unvested restricted stock and treasury shares are excluded from the calculation of weighted average number of common shares outstanding in all cases. Once restricted stock vests, it is included in our common shares outstanding. Diluted income per common share is computed on the basis of the weighted average 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 net income per share because the effect would have been anti-dilutive. The following table sets forth the computation of weighted average basic and diluted income per share (unaudited): Schedule of computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Dollars in millions, except for per share amounts) 2022 2021 Three Months Ended March 31, (Dollars in millions, except for per share amounts) 2022 2021 Numerator: Loss from continuing operations $ (0.8 ) $ (2.2 ) Loss from discontinued operations — — Net loss $ (0.8 ) $ (2.2 ) Denominator: Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) 26.4 25.2 Loss per common share — basic and diluted: Continuing operations $ (30.30 ) $ (87.30 ) Discontinued operations — — Net loss $ (30.30 ) $ (87.30 ) Anti-dilutive shares excluded from calculation 0.0 0.0 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 — Discontinued Operations On December 30, 2021, the Company completed the disposition of its entire interest in Sport-BLX. The operating results for the Sports Technology Platform are presented in our Condensed Consolidated Statements of Operations as discontinued operations for all periods presented and reflect revenues and expenses that are directly attributable to the business that were eliminated from our ongoing operations. The key components of the results of discontinued operations were as follows: Schedule of Key Components of Discontinued Operations (In millions) 2022 2021 Three Months Ended March 31, (In millions) 2022 2021 Net revenue $ — $ — Operating expenses: Selling, general and administrative — 0.1 Restructuring and other — (0.1 ) Total operating expenses — — Operating income from discontinued operations — — Other income (expense) — — Income from discontinued operations, before income taxes — — Income tax — — Income from discontinued operations, net of income taxes $ — $ — Restructuring and other includes the net loss attributable to the noncontrolling interest of $ 0.1 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Note 5 — Supplemental Balance Sheet Information Additional supplemental balance sheet information is provided as follows: Total assets of as of March 31, 2022 and December 31, 2021 include a $ 12.8 Other assets of $ 0.4 0.2 Other current liabilities, as of March 31, 2022 and December 31, 2021, include accruals for payroll expense of $ 0.2 0.2 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 — Debt Debt and notes payable consists of the following: Schedule of Debt and Notes Payable March 31, 2022 December 31, (unaudited) 2021 (In millions) GHI LLC note payable $ 3.5 $ 3.4 Other liabilities 0.2 0.2 Total long term debt $ 3.7 $ 3.6 The Company entered into a Term Loan and Security Agreement (“GHI Loan Agreement”) with Gazellek Holdings I, LLC (“GHI LLC”), pursuant to which GHI LLC lent $ 3,450,000 7 August 2, 2024 The Company is required to prepay the loan upon receiving proceeds from future indebtedness exceeding $ 5,000,000 Upon the occurrence of an event of default, the loan bears interest at a rate 5% above of the then-effective interest rate and, at GHI LLC’s option, is payable either in cash or in cash and shares of Company common stock, valued at market, equal to up to 10% of the outstanding principal amount of the loan. A default fee equal to 0.5% of the outstanding principal applies if any default exists for 10 days or more Scheduled maturities of the Company’s long-term debt, as they exist as of March 31, 2022, in each of the next five fiscal years and thereafter are as follows: Schedule of Long-term Debt Maturities Fiscal years ending in (in millions) 2022 $ — 2023 0.2 2024 3.5 2025 — 2026 — 2027 and thereafter — Total $ 3.7 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7 — Stock-Based Compensation We have stock-based compensation awards consisting of stock options under the 2011 Incentive Plan, which is described in detail in our Annual Report on Form 10-K for the year ended December 31, 2021. As of March 31, 2022, there are no No Stock Options The following table summarizes our stock option activity: Summary of Stock Option Activity Stock Weighted Average Exercise Price Outstanding December 31, 2021 1,360 $ 106.00 Outstanding March 31, 2022 1,360 $ 106.00 Exercisable as of March 31, 2022 1,262 $ 106.00 As of March 31, 2022, options to purchase 1,360 1,262 0.0 No As of March 31, 2022, unrecognized compensation expense related to outstanding stock options was immaterial. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes For interim income tax reporting, we are required to estimate our annual effective tax rate and apply it to year-to-date pre-tax income (loss), excluding unusual or infrequently occurring discrete items. For the three months ended March 31, 2022, we recorded income tax from continuing operations of $ 0.0 0.8 0.0 2.2 21 The Company received an income tax refund in February 2021 of approximately $ 0.6 1.6 2.2 We file income tax returns in multiple jurisdictions that are subject to review by various U.S and state taxing authorities. Our U.S. federal income tax returns for 2018 through 2021, and certain state returns from 2016 to present, are open to examination. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 9 — Shareholders’ Equity Treasury Stock On November 14, 2016, our Board authorized a share repurchase program under which we may repurchase up to 2,500 The Company did no 780 0.3 1,720 As of March 31, 2022 and December 31, 2021, the Company has 2,927 8,496.47 Stock Warrants In connection with the GHI Loan Agreement, the Company issued to GHI LLC, for $ 120,000 4.8 0.01 5.2 169.62 August 2, 2026 Debt |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10 — Segment Information As of March 31, 2022, the asset management business is our only reportable segment. We evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated results. The corporate and unallocated operating loss includes costs that are not allocated to the business segments in management’s evaluation of segment performance, such as litigation settlement expense, corporate expense and other expenses. Net revenue, operating loss from operations and assets by segment were as follows (unaudited): Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment (In millions) 2022 2021 Three Months Ended March 31, (In millions) 2022 2021 Net revenue Asset management business $ — $ — Total net revenue — — Operating income (loss) from operations Asset management business (0.4 ) (1.2 ) Total segment operating loss (0.4 ) (1.2 ) Corporate and unallocated (0.4 ) (0.1 ) Total operating loss (0.8 ) (1.3 ) Interest expense (0.1 ) (0.9 ) Other income (expense), net 0.1 — Loss from continuing operations before income taxes $ (0.8 ) $ (2.2 ) March 31, 2022 December 31, (In millions) (unaudited) 2021 Assets Asset management business $ 13.4 $ 13.2 Total segment assets 13.4 13.2 Corporate and unallocated 3.2 4.0 Total consolidated assets $ 16.6 $ 17.2 |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Note 11 — Litigation, Commitments and Contingencies In an action removed, on February 14, 2022, from New York Supreme Court to the Southern District of New York, Cypress Holdings, III L.P. v. Sport-BLX, Inc. et al., 1:22-cv-01243-LGS (S.D.N.Y.), plaintiff Cypress Holdings, III L.P. purports to assert claims against SportBLX, Mr. Hall, and Mr. De Perio for securities fraud and related issues and seeks compensatory damages, punitive damages and attorneys’ fees, in connection with solicitations of investments in SportBLX. Plaintiff also purports to allege that the Company is liable for unjust enrichment and tortious interference with contract. The Company intends to defend this matter vigorously and its motion to dismiss the amended complaint in its entirety will be forthcoming. The Company believes that an outcome resulting in a loss is remote and does not have any accruals related to the matter. 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 has historically been no material losses related to such indemnifications. As of March 31, 2022 and December 31, 2021, 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 to 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 March 31, 2022. Compliance with environmental regulations has not had a material adverse effect on our financial results. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions On July 31, 2021, George E. Hall and Joseph A. De Perio agreed to accept $ 2,354,736 1,060,264 12,116,718 5,455,782 December 12, 2022 5 12,116,718 5,455,782 Also on July 31, 2021, as part of the settlement of the stock purchase agreement, the Company assigned obligations owed to it from SportBLX, totaling $ 4,176,102.11 400,000 The net gain on the settlement of the stock purchase agreement and the assignment of obligations to FDC were related party gains, and, as such, were recorded as equity transactions in the Condensed Consolidated Balances Sheets, rather than recognized as income in the Condensed Consolidated Statements of Operations. On December 30, 2021, the Company completed a series of transactions for the purpose of disposing of its interest in SportBLX, described below: ● On December 21, 2021, SportBLX sold proprietary code to S-BLX Securities, which is controlled by Messrs. Hall and De Perio, for $ 225,000 ● On December 24, 2021, SportBLX repurchased $ 1,500,000 126,000 ● Finally, on December 30, 2021, the Company completed the disposition of its entire interest in SportBLX, selling all of its shares to FDC for $ 137,038 |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements 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 was effective as of January 1, 2021. As this ASU relates only to disclosures, there was no impact to the Company’s consolidated results of operations and financial condition. |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of Weighted Average Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of weighted average basic and diluted income per share (unaudited): Schedule of computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Dollars in millions, except for per share amounts) 2022 2021 Three Months Ended March 31, (Dollars in millions, except for per share amounts) 2022 2021 Numerator: Loss from continuing operations $ (0.8 ) $ (2.2 ) Loss from discontinued operations — — Net loss $ (0.8 ) $ (2.2 ) Denominator: Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) 26.4 25.2 Loss per common share — basic and diluted: Continuing operations $ (30.30 ) $ (87.30 ) Discontinued operations — — Net loss $ (30.30 ) $ (87.30 ) Anti-dilutive shares excluded from calculation 0.0 0.0 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: Schedule of Key Components of Discontinued Operations (In millions) 2022 2021 Three Months Ended March 31, (In millions) 2022 2021 Net revenue $ — $ — Operating expenses: Selling, general and administrative — 0.1 Restructuring and other — (0.1 ) Total operating expenses — — Operating income from discontinued operations — — Other income (expense) — — Income from discontinued operations, before income taxes — — Income tax — — Income from discontinued operations, net of income taxes $ — $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Notes Payable | Debt and notes payable consists of the following: Schedule of Debt and Notes Payable March 31, 2022 December 31, (unaudited) 2021 (In millions) GHI LLC note payable $ 3.5 $ 3.4 Other liabilities 0.2 0.2 Total long term debt $ 3.7 $ 3.6 |
Schedule of Long-term Debt Maturities | Scheduled maturities of the Company’s long-term debt, as they exist as of March 31, 2022, in each of the next five fiscal years and thereafter are as follows: Schedule of Long-term Debt Maturities Fiscal years ending in (in millions) 2022 $ — 2023 0.2 2024 3.5 2025 — 2026 — 2027 and thereafter — Total $ 3.7 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Summary of Stock Option Activity Stock Weighted Average Exercise Price Outstanding December 31, 2021 1,360 $ 106.00 Outstanding March 31, 2022 1,360 $ 106.00 Exercisable as of March 31, 2022 1,262 $ 106.00 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment | Net revenue, operating loss from operations and assets by segment were as follows (unaudited): Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment (In millions) 2022 2021 Three Months Ended March 31, (In millions) 2022 2021 Net revenue Asset management business $ — $ — Total net revenue — — Operating income (loss) from operations Asset management business (0.4 ) (1.2 ) Total segment operating loss (0.4 ) (1.2 ) Corporate and unallocated (0.4 ) (0.1 ) Total operating loss (0.8 ) (1.3 ) Interest expense (0.1 ) (0.9 ) Other income (expense), net 0.1 — Loss from continuing operations before income taxes $ (0.8 ) $ (2.2 ) March 31, 2022 December 31, (In millions) (unaudited) 2021 Assets Asset management business $ 13.4 $ 13.2 Total segment assets 13.4 13.2 Corporate and unallocated 3.2 4.0 Total consolidated assets $ 16.6 $ 17.2 |
Schedule of computation of Weig
Schedule of computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations | $ (0.8) | $ (2.2) |
Loss from discontinued operations | ||
Net loss | $ (0.8) | $ (2.2) |
Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) | 26,400 | 25,200 |
Continuing operations | $ (30.30) | $ (87.30) |
Discontinued operations | 0 | 0 |
Net loss | $ (30.30) | $ (87.30) |
Anti-dilutive shares excluded from calculation | 0 | 0 |
Schedule of Key Components of D
Schedule of Key Components of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net revenue | ||
Operating expenses: | ||
Selling, general and administrative | 0.1 | |
Restructuring and other | (0.1) | |
Total operating expenses | ||
Operating income from discontinued operations | ||
Other income (expense) | ||
Income from discontinued operations, before income taxes | ||
Income tax | ||
Income from discontinued operations, net of income taxes |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Noncontrolling Interest [Member] | |
Restructuring and other expense | $ 0.1 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other assets | $ 0.4 | $ 0.2 |
Other liabilities current | 0.4 | 0.4 |
Insurance And Corporate Liability [Member] | ||
Other liabilities current | 0.2 | 0.2 |
Arrive LLC [Member] | ||
Investments | $ 12.8 | $ 12.8 |
Schedule of Debt and Notes Paya
Schedule of Debt and Notes Payable (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total long term debt | $ 3.7 | $ 3.6 |
G H I L L C Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total long term debt | 3.5 | 3.4 |
Other Liabilities [Member] | ||
Short-Term Debt [Line Items] | ||
Total long term debt | $ 0.2 | $ 0.2 |
Schedule of Long-term Debt Matu
Schedule of Long-term Debt Maturities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | ||
2023 | 0.2 | |
2024 | 3.5 | |
2025 | ||
2026 | ||
2027 and thereafter | ||
Total | $ 3.7 | $ 3.6 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Aug. 06, 2021 | Jul. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt interest bear percentage | 5.00% | |
Debt maturity date | Dec. 12, 2022 | |
GHI Loan Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from indebtedness | $ 5,000,000 | |
Debt description | Upon the occurrence of an event of default, the loan bears interest at a rate 5% above of the then-effective interest rate and, at GHI LLC’s option, is payable either in cash or in cash and shares of Company common stock, valued at market, equal to up to 10% of the outstanding principal amount of the loan. A default fee equal to 0.5% of the outstanding principal applies if any default exists for 10 days or more | |
GHI Loan Agreement [Member] | Gazellek Holdings I, LLC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt instrument, face amount | $ 3,450,000 | |
Debt interest bear percentage | 7.00% | |
Debt maturity date | Aug. 2, 2024 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] | ||
Stock options outstanding | 1,360 | 1,360 |
Weighted average exercise price outstanding | $ 106 | $ 106 |
Stock options exercisable | 1,262 | |
Weighted average exercise price exercisable | $ 106 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock incentive plan | 0 | 0 | |
Number of shares outstanding | 1,360 | 1,360 | |
Number of options exercised | 1,262 | ||
Number of options exercised | 0 | ||
2011 Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock incentive plan | 0 | ||
Number of shares outstanding | 1,360 | ||
Number of options exercised | 1,262 | ||
Aggregate intrinsic value of outstanding stock options | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit | $ 0 | $ 0 | |||
Income (loss) from continuing operations | $ 0.8 | $ 2.2 | |||
Federal statutory income tax rate | 21.00% | ||||
Income tax refunds | $ 0.6 | ||||
Minimum tax credit refundable | $ 2.2 | $ 1.6 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Aug. 06, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 14, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Purchase of treasury stock | 0 | |||
Treasury Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Purchase of treasury stock | 780 | 2,927 | ||
Purchase of treasury stock, value | $ 300,000 | |||
Additional number of shares authorized to repurchased | 1,720 | |||
Purchase of treasury stock | 2,927 | |||
Average price per share of treasury stock acquired | $ 8,496.47 | $ 8,496.47 | ||
Treasury Stock [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares authorized to repurchased | 2,500 | |||
Common Stock Warrant [Member] | Gazellek Holdings I, LLC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued during period, value, new issues | $ 120,000 | |||
Percentage of outstanding stock | 4.80% | |||
Shares price | $ 0.01 | |||
Warrant maturity dtate | Aug. 2, 2026 | |||
Second Common Stock Warrant [Member] | Gazellek Holdings I, LLC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Percentage of outstanding stock | 5.20% | |||
Shares price | $ 169.62 |
Schedule of Net Revenue, Operat
Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Total net revenue | |||
Total segment operating loss | (0.4) | (1.2) | |
Corporate and unallocated | (0.4) | (0.1) | |
Total operating loss | (0.8) | (1.3) | |
Interest expense | (0.1) | (0.9) | |
Other income (expense), net | 0.1 | ||
Loss from continuing operations before income taxes | (0.8) | (2.2) | |
Total segment assets | 13.4 | $ 13.2 | |
Corporate and unallocated | 3.2 | 4 | |
Total consolidated assets | 16.6 | 17.2 | |
Asset Management Income [Member] | |||
Total net revenue | |||
Total segment operating loss | (0.4) | $ (1.2) | |
Total segment assets | $ 13.4 | $ 13.2 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2021 | Dec. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 24, 2021 | Dec. 21, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Long term debt | $ 3,700,000 | $ 3,600,000 | ||||
Debt instrument, maturity date | Dec. 12, 2022 | |||||
Debt interest bear percentage | 5.00% | |||||
Sport BLX [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Disposition interest | $ 137,038 | |||||
Sport BLX [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Sale of proprietary securities | $ 225,000 | |||||
Repurchase of securities | $ 1,500,000 | |||||
Fintech Debt Corp [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Repurchase of debt securities | $ 126,000 | |||||
Fintech Debt Corp [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Business combination, consideration transferred | $ 4,176,102.11 | |||||
George E. Hall [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Obligation paid | 2,354,736 | |||||
Long term debt | 12,116,718 | |||||
Repayment of debt | 12,116,718 | |||||
Joseph A. De Perio [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Obligation paid | 1,060,264 | |||||
Long term debt | 5,455,782 | |||||
Repayment of debt | 5,455,782 | |||||
Joseph A. De Perio and George E. Hall [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Business combination, consideration transferred | $ 400,000 |