Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GLASSBRIDGE ENTERPRISES, INC. | ||
Entity Central Index Key | 1,014,111 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 5,131,540 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float (in shares) | $ 13.3 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 36.5 | $ 44.1 |
Cost of goods sold | 19.8 | 24.7 |
Gross profit | 16.7 | 19.4 |
Operating expenses: | ||
Selling, general and administrative | 29 | 34.9 |
Research and development | 8.1 | 11.9 |
GBAM Fund expenses | 0.5 | 0 |
Impaired Charges: | ||
Goodwill | 3.8 | 0 |
Intangible assets | 2.7 | 0 |
Restructuring and other | 1.9 | 7.6 |
Total operating expenses | 46 | 54.4 |
Operating loss from continuing operations | (29.3) | (35) |
Other income (expense): | ||
Interest income | 0 | 0.2 |
Net gains from GBAM Fund activities | 1.2 | 0 |
Other income (expense), net | (0.6) | (4.9) |
Total other income (expense) | 0.6 | (4.7) |
Loss from continuing operations before income taxes | (28.7) | (39.7) |
Income tax benefit (provision) | 5.8 | (0.1) |
Loss from continuing operations | (22.9) | (39.8) |
Discontinued operations: | ||
Income (loss) from discontinued operations, net of income taxes | 4.3 | (13.4) |
Gain on sale of discontinued businesses, net of income taxes | 0 | 3.8 |
Reclassification of cumulative translation adjustment | 0 | (75.8) |
Income (loss) from discontinued operations, net of income taxes | 4.3 | (85.4) |
Net loss including noncontrolling interest | (18.6) | (125.2) |
Less: Net loss attributable to noncontrolling interest | (10.2) | 0 |
Net loss attributable to GlassBridge Enterprises, Inc. | $ (8.4) | $ (125.2) |
Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: | ||
Continuing operations (in dollars per share) | $ (2.70) | $ (10.76) |
Discontinued operations (in dollars per share) | 0.91 | (23.08) |
Net loss (in dollars per share) | $ (1.79) | $ (33.84) |
Weighted average common shares outstanding: | ||
Basic and diluted (in shares) | 4.7 | 3.7 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net loss including noncontrolling interest | $ (18.6) | $ (125.2) |
Net pension adjustments, net of tax: | ||
Liability adjustments for defined benefit pension plans | 0 | (2.7) |
Reclassification of adjustments for defined benefit plans recorded in net loss | 1.4 | 3.2 |
Total net pension adjustments | 1.4 | 0.5 |
Net foreign currency translation: | ||
Unrealized foreign currency translation losses | 0.3 | (0.8) |
Realized cumulative translation adjustments from disposal of businesses | 0 | 75.8 |
Total net foreign currency translation | 0.3 | 75 |
Total other comprehensive income, net of tax | 1.7 | 75.5 |
Comprehensive loss including noncontrolling interest | (16.9) | (49.7) |
Less: Comprehensive loss attributable to noncontrolling interest | (10.3) | 0 |
Comprehensive loss attributable to GlassBridge Enterprises, Inc. | $ (6.6) | $ (49.7) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 8.8 | $ 10 |
Short term investments | 0.7 | 22 |
Accounts receivable, net | 5.8 | 7.7 |
Inventories | 3.5 | 4.1 |
Other current assets | 2.1 | 3.2 |
Current assets of discontinued operations | 0.5 | 10.5 |
Total current assets | 21.4 | 57.5 |
Property, plant and equipment, net | 0.8 | 2.8 |
Intangible assets, net | 8.2 | 3.4 |
Goodwill | 0 | 3.8 |
Other assets | 6.9 | 1 |
Non-current assets of discontinued operations | 2.9 | 2.8 |
Total assets | 40.2 | 71.3 |
Current liabilities: | ||
Accounts payable | 6.1 | 7.1 |
Other current liabilities | 16.7 | 16 |
Current liabilities of discontinued operations | 5.3 | 39.7 |
Total current liabilities | 28.1 | 62.8 |
Other liabilities | 29.7 | 29.4 |
Other liabilities of discontinued operations | 9.1 | 4.4 |
Total liabilities | 66.9 | 96.6 |
Shareholders’ deficit: | ||
Preferred stock, $.01 par value, authorized 0.2 million shares, none issued and outstanding | 0 | 0 |
Common stock, $.01 par value, authorized 10 million shares; Shares issued and outstanding - 2017: 5.7 million, 2016: 4.4 million | 0.1 | 0 |
Additional paid-in capital | 1,050.9 | 1,042.8 |
Accumulated deficit | (1,027.5) | (1,019.1) |
Accumulated other comprehensive loss | (18.9) | (20.6) |
Treasury stock, at cost 0.6 million shares at December 31,2017; 0.7 million shares at December 31, 2016 | (26.6) | (28.4) |
Total GlassBridge Enterprises, Inc. shareholders' deficit | (22) | (25.3) |
Noncontrolling interest | (4.7) | 0 |
Total shareholders’ deficit | (26.7) | (25.3) |
Total liabilities and shareholders’ deficit | 40.2 | $ 71.3 |
Variable Interest Entity | ||
Current assets: | ||
Cash and cash equivalents | 0.1 | |
Accounts receivable, net | 5.8 | |
Inventories | 3.5 | |
Intangible assets, net and Goodwill | 0 | |
Other assets | 2.9 | |
Current liabilities: | ||
Accounts payable | 5.6 | |
Other current liabilities | 9.1 | |
Other liabilities | $ 4.5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 5,700,000 | 4,400,000 |
Common stock, shares outstanding (in shares) | 5,700,000 | 4,400,000 |
Treasury stock (in shares) | 633,939 | 744,091 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2015 | 4,437,789 | 715,947 | |||||
Beginning balance at Dec. 31, 2015 | $ 24.4 | $ 0.4 | $ 1,042 | $ (893.9) | $ (96.1) | $ (28) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (125.2) | (125.2) | |||||
Purchase of treasury stock (in shares) | 24,086 | 24,086 | |||||
Purchase of treasury stock | $ (0.2) | $ (0.2) | |||||
Exercise of stock options (in shares) | (722) | (722) | |||||
Exercise of stock options | $ 0 | $ 0 | |||||
Restricted stock grants and other (in shares) | 4,780 | 4,780 | |||||
Restricted stock grants and other | $ 0.6 | 0.8 | $ (0.2) | ||||
Contingent consideration in shares | (0.4) | (0.4) | |||||
Net change in cumulative translation adjustment | 75 | 75 | |||||
Reclassification entry | 0 | $ (0.4) | 0.4 | ||||
Pension adjustments, net of tax | 0.5 | 0.5 | |||||
Ending balance (in shares) at Dec. 31, 2016 | 4,437,789 | 744,091 | |||||
Ending balance at Dec. 31, 2016 | (25.3) | $ 0 | 1,042.8 | (1,019.1) | (20.6) | $ (28.4) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (18.6) | (8.4) | (10.2) | ||||
Purchase of treasury stock (in shares) | 27,950 | 27,950 | |||||
Purchase of treasury stock | $ (0.1) | $ (0.1) | |||||
Restricted stock grants and other (in shares) | (138,102) | (138,102) | |||||
Restricted stock grants and other | $ 0.1 | (1.8) | $ 1.9 | ||||
Issuance of stock for Capacity and Services Transaction with Clinton (in shares) | 1,250,000 | ||||||
Issuance of stock for Capacity and Services Transaction with Clinton | 10.2 | $ 0.1 | 10.1 | ||||
Contingent consideration in shares | (0.2) | (0.2) | |||||
Net change in cumulative translation adjustment | 0.3 | 0.3 | |||||
Pension adjustments, net of tax | 1.4 | 1.4 | |||||
Contribution from non-controlling interest | 5.6 | 5.6 | |||||
Rounding adjustment | (0.1) | (0.1) | |||||
Ending balance (in shares) at Dec. 31, 2017 | 5,687,789 | 633,939 | |||||
Ending balance at Dec. 31, 2017 | $ (26.7) | $ 0.1 | $ 1,050.9 | $ (1,027.5) | $ (18.9) | $ (26.6) | $ (4.7) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss including noncontrolling interest | $ (18.6) | $ (125.2) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4.1 | 2.5 |
Stock-based compensation | (0.1) | 0.8 |
Deferred income taxes and valuation allowance | 0 | (0.2) |
Loss on abandonment of unused property, plant and equipment | 1.6 | 0 |
Goodwill impairment | 3.8 | 0 |
Intangible assets impairment | 2.7 | 0 |
Bad debt recoveries | 0 | (0.2) |
Pension settlement and curtailments | 1.4 | 2.6 |
Realized cumulative translation adjustment | 0 | 75.8 |
Gain on sale of assets and business | (1.6) | (3.8) |
Short term investment | 21.3 | (22) |
Other, net | 0.1 | 1.6 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1.9 | 18 |
Inventories | 0.6 | 6.4 |
Other assets | 8.8 | 6.1 |
Accounts payable | (1) | (14.4) |
Other liabilities | (28.6) | (32.8) |
Net cash used in operating activities | (3.6) | (84.8) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (1.1) | (0.8) |
Purchase of equity securities | (4) | 0 |
Proceeds from sale of assets and businesses | 2 | 25.8 |
Net cash provided by (used in) investing activities | (3.1) | 25 |
Cash Flows from Financing Activities: | ||
Purchase of treasury stock | (0.1) | (0.2) |
Debt repayments | 0 | (0.2) |
Capital contributions from noncontrolling interest | 5.6 | 0 |
Net cash provided by (used in) financing activities | 5.5 | (0.4) |
Effect of exchange rate changes on cash and cash equivalents | 0 | (0.2) |
Net change in cash and cash equivalents | (1.2) | (60.4) |
Cash and cash equivalents — beginning of year | 10 | 70.4 |
Cash and cash equivalents — end of year | 8.8 | 10 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Non-cash transaction with Clinton Group, Inc. | $ 10.1 | $ 0 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Background and Basis of Presentation Background GlassBridge Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) is a holding company. We actively explore a diverse range of new, strategic asset management business opportunities for our portfolio. The company’s wholly-owned subsidiary GlassBridge Asset Management, LLC (“GBAM”) is an investment advisor focused on technology-driven quantitative strategies and other alternative investment strategies. Our partially-owned subsidiary NXSN Acquisition Corp. (together with its subsidiaries, “NXSN”) operates a global enterprise data storage business through its subsidiaries. Basis of Presentation The financial statements are presented on a consolidated basis and include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company owns or controls fifty percent or more of the voting shares and has the right to control. The results of entities disposed of are included in the Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included in the results reported. The operating results of our legacy business segments, Consumer Storage and Accessories and Tiered Storage and Security Solutions (the “Legacy Businesses”), are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations in each period presented represents our global enterprise data storage business with an emerging enterprise-class, private cloud sync and share product line (the “Nexsan Business”, which consists of the products of NXSN’s subsidiaries Nexsan Corporation (together with its subsidiaries other than Connected Data, Inc. ("CDI"), “Nexsan”) and CDI), and our “Asset Management Business,” which consists of our investment advisory business conducted through GBAM, as well as corporate expenses and activities not directly attributable to our Legacy Businesses. Assets and liabilities directly associated with our Legacy Businesses and that are not part of our ongoing operations have been separately presented on the face of our Consolidated Balance Sheets for all periods presented. See Note 4 - Discontinued Operations for further information. On January 23, 2017, we closed a transaction (the “NXSN Transaction”) with NXSN, pursuant to which all of the issued and outstanding common stock of Nexsan (to which all of the outstanding stock of CDI had been contributed) was transferred to NXSN in exchange for 50% of the issued and outstanding common stock of NXSN and a $25 million senior secured convertible promissory note (the “NXSN Note”). Spear Point Private Equity LP (“SPPE”), an affiliate of Spear Point Capital Management, LLC (“Spear Point”), owns the remaining 50% issued and outstanding shares of NXSN common stock and shares of NXSN non-voting preferred stock. As a result of the NXSN Transaction, we identified NXSN as a variable interest entity (“VIE”). We consolidate a VIE in our financial statements if we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is the party that has the power to direct activities that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. Following January 23, 2017, NXSN’s financial results are included in our Consolidated Financial Statements since we made the determination that we are the primary beneficiary of such VIE. Until January 23, 2017, as we owned 100% of the equity interest of Nexsan and CDI, the financial results of Nexsan and CDI were included in our Consolidated Financial Statements as wholly-owned subsidiaries. See Note 14 - Business Segment Information and Geographic Data for additional information. On February 2, 2017, we closed a transaction with Clinton Group, Inc. (“Clinton”) which has facilitated the launch of our Asset Management Business, which consists of our investment advisory business conducted through GBAM (the “Capacity and Services Transaction”). See Note 6 - Intangible Assets and Goodwill and Note 16 - Related Party Transactions for further information. On February 21, 2017, we effected a 1:10 reverse split of our common stock, without any change in the par value per share (the “Reverse Stock Split”), and decreased the number of authorized shares of our common stock from 100,000,000 to 10,000,000 . All share and per share values of our common stock for all periods presented are retroactively restated for the effect of the Reverse Stock Split. In June 2017, we launched our first GBAM-managed investment fund (the “GBAM Fund”) which focuses on technology-driven quantitative strategies and other alternative investment strategies. As of December 31, 2017, we had invested certain of our cash as proprietary capital in the GBAM Fund. The GBAM Fund's financial results are included in our Consolidated Financial Statements as part of the Asset Management Business since we owned 100% of its net assets. Our cash and cash equivalents balance as of December 31, 2017 included the proprietary capital invested in the GBAM Fund. See Note 14 - Business Segment Information and Geographic Data for additional information. The Company’s continued operations and ultimate ability to continue as a going concern will depend on its ability to enhance revenue and operating results, enter into strategic relationships or raise additional capital. The Company can provide no assurances that all or any of such plans will occur; and if the Company is unable to return to profitability or otherwise raise sufficient capital, there would be a material adverse effect on its business. Liquidity and Management Plan The Company has incurred operating and cash flows losses for several reporting periods and has a negative working capital balance of $6.7 million as of December 31, 2017. Negative working capital includes $9.5 million of remaining cash to fund our operations at least through the first quarter of 2019. These conditions raised substantial doubt about our ability to continue as a going concern. We have undertaken a financial and operation restructuring plan approved by our board prior to this reporting year. Accordingly, we are operating under that plan which includes executing changes to our business model. Management’s plan with respect to these matters, which we believe alleviates the substantial doubt, is as follows: • Nexsan Business: We made additional changes to our Nexsan operation during the fourth quarter of 2017 that further reduced operating expenses by approximately 40% These changes principally include further downsizing Nexsan’s workforce. Further Nexsan incurred certain non-recurring charges in 2017 for severance payments and an operating system that has since been eliminated. The combined effect of further reducing Nexsan’s work force, eliminating the operating system and the non-recurring severance payments is approximately $10 million in cost savings at least through the first quarter of 2019. Our negative working capital includes $7.1 million of deferred revenue that gives rise to performance obligation on Nexsan we will fulfill during the year ending December 31, 2018 using existing resources. • Legacy Business: We settled a substantial majority our litigation in 2017 which significantly reduces our forecasted expenditures for professional fees and related costs at least through the first quarter of 2019. • Corporate: We made further spending cuts in all areas including the board compensation costs that are expected to reduce cash outflows by approximately $0.5 million at least through the first quarter of 2019. Further, our current liabilities include $5.6 million of levies in Germany that we are disputing, We believe, based on communications from the German collection authorities, that these levy disputes will be settled in our favor within twelve months from the date these financial statements are issued or we will continue to dispute them under a process that will transpire over a period of more than twelve months from the date these financial statement are issued. We expect that our cash and short term investments and potential cash flow from GBAM and asset monetization will provide liquidity sufficient to meet our obligations as they become due within one year from the date of the financial statement are issued. We also plan to raise additional capital from non-strategic asset sales, or otherwise, if necessary, although no assurance can be made that we will be able to secure such financing, if needed, on favorable terms or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported asset and liability amounts and the contingent asset and liability disclosures at the date of the financial statements, as well as the revenue and expense amounts reported during the period. Actual results could differ from those estimates. Foreign Currency. For our international operations, where the local currency has been determined to be the functional currency, assets and liabilities are translated at year-end exchange rates with cumulative translation adjustments included as a component of shareholders’ equity. Income and expense items are translated at average foreign exchange rates prevailing during the year. Gains and losses from foreign currency transactions are included in our Consolidated Statements of Operations. Cash Equivalents. Cash equivalents consist of highly liquid investments with an original maturity of three months or less at the time of purchase. The carrying amounts reported in our Consolidated Balance Sheets for cash equivalents approximate fair value. Restricted Cash. Cash related to contractual obligations or restricted by management for specific use is classified as restricted and is included in other current assets and non-current assets on our Consolidated Balance Sheets depending on the timing of the restrictions. As of December 31, 2017 and December 31, 2016, we had $0.2 million in other current assets of continuing operations related to bank deposits. As of December 31, 2016, we had $9.4 million of restricted cash in current assets of discontinued operations primarily related to court ordered vendor payment disputes. As part of our litigation settlement with CMC, we released the $9.4 million of restricted cash related to our discontinued operations. See Note 15 - Litigation, Commitments and Contingencies for more information on the CMC litigation. In non-current assets of discontinued operations, we had $ 1.7 million of restricted cash as of December 31, 2017 and December 31, 2016, which relates to cash set aside as indemnification for certain customers. Investments. Investment securities are classified into one of three categories: (1) held-to-maturity, (2) available-for-sale, or (3) trading. The Company's short term investment balances as of December 31, 2017 and 2016 included trading securities, which are measured at fair value. The corresponding gain or loss associated with these trading securities is reported in our Consolidated Statements of Operations as a component of "Other income (expense), net". Trading securities are bought and held principally for the purpose of selling them in the near term therefore are only held for a short period of time. Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price in an orderly transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. A financial instrument's level within the hierarchy is based on the highest level of any input that is significant to the fair value measurement. The Company measures certain assets and liabilities including cash and cash equivalents, our contingent consideration obligations associated with the acquisition of CDI and investments in trading securities at their estimated fair value on a recurring basis. The Company's non-financial assets such as goodwill, intangible assets and property, plant and equipment are recorded at fair value on a nonrecurring basis. See Note 12 - Fair Value Measurements for additional information. Trade Accounts Receivable and Allowances. Trade accounts receivable are stated net of estimated allowances, which primarily represent estimated amounts associated with customer returns, discounts on payment terms and the inability of certain customers to make the required payments. When determining the allowances, we take several factors into consideration, including prior history of accounts receivable credit activity and write-offs, the overall composition of accounts receivable aging, the types of customers and our day-to-day knowledge of specific customers. Changes in the allowances are recorded as reductions of net revenue or as bad debt expense (included in selling, general and administrative expense), as appropriate, in our Consolidated Statements of Operations. In general, accounts which have entered into an insolvency action, have been returned by a collection agency as uncollectible or whose existence can no longer be confirmed are written off in full and both the receivable and the associated allowance are removed from our Consolidated Balance Sheet. If, subsequent to the write-off, a portion of the account is recovered, it is recorded as a reduction of bad debt expense in our Consolidated Statements of Operations at the time cash is received. See Note 5 - Supplemental Balance Sheet information for additional information on Accounts Receivable reserves and allowances. Inventories. Inventories, which principally consists of parts used in assembly, are valued at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. We provide estimated inventory write-downs for excess, slow-moving and obsolete inventory as well as inventory with a carrying value in excess of estimated net realizable value. Property, Plant and Equipment, net. Property, plant and equipment, including leasehold and other improvements that extend an asset’s useful life or productive capabilities, are recorded at cost less accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed are removed from the related accounts, and the gains or losses are reflected in the results of operations. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives. The estimated depreciable lives range from 10 to 20 years for buildings and 5 to 10 years for machinery and equipment. Leasehold and other improvements are amortized over the remaining life of the lease or the estimated useful life of the improvement, whichever is shorter. Depreciation expense was $1.5 million with $1.5 million in continuing operations and none in discontinued operations and $1.7 million with $1.4 million in continuing operations and $0.3 million in discontinued operations for the years ended December 31, 2017 and 2016 respectively. Intangible Assets. We record all assets and liabilities acquired in purchase acquisitions, including intangibles, at estimated fair value. The initial recognition of intangible assets, the determination of useful lives and, if necessary, subsequent impairment analyses require management to make subjective estimates of how the acquired assets will perform in the future using certain valuation methods. See Note 6 - Intangible Assets and Goodwill for further information on our intangible assets and impairment testing. Goodwill. Goodwill is the excess of the cost of an acquired entity over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is considered impaired when its carrying amount exceeds its implied fair value. The Company may assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If we determine in this assessment that the fair value of the reporting unit is more than its carrying amount we may conclude that there is no need to perform Step 1 of the impairment test. We have an unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing Step 2 of the goodwill impairment test. Step 1 of the impairment test involves comparing the fair value of the reporting unit to which goodwill was assigned to its carrying amount. If fair value is deemed to be less than carrying value, Step 2 of the impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of the reporting unit's goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of the reporting unit's goodwill, an impairment loss must be recognized for the excess. This involves measuring the fair value of the reporting unit's assets and liabilities (both recognized and unrecognized) at the time of the impairment test. The difference between the reporting unit's fair value and the fair values assigned to the reporting unit's individual assets and liabilities is the implied fair value of the reporting unit's goodwill. See Note 6 - Intangible Assets and Goodwill for further information on our goodwill and impairment testing. Impairment of Long-Lived Assets. We periodically review the carrying value of our property and equipment and our intangible assets to test whether current events or circumstances indicate that such carrying value may not be recoverable. For the testing of long-lived assets that are "held for use," if the tests indicate that the carrying value of the asset group that contains the long-lived asset being evaluated is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment loss would be recognized. The impairment loss is determined by the amount by which the carrying value of such asset group exceeds its estimated fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Management judgment is necessary to estimate the fair value of assets and, accordingly, actual results could vary significantly from such estimates. See Note 6 - Intangible Assets and Goodwill for further information on impairment testing. Restructuring. Restructuring generally includes significant actions involving employee-related severance charges, contract termination costs, and impairment or accelerated depreciation/amortization of assets associated with such actions. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which is typically when management approves the associated actions. Contract termination and other charges primarily reflect costs to terminate a contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. Asset impairment charges related to intangible assets and property, plant and equipment reflect the excess of the assets' carrying values over their fair values. Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, installation has been completed (if applicable) or services have been rendered, fees are fixed or determinable and collectability is reasonably assured. For product sales, delivery is considered to have occurred when the risks and rewards of ownership transfer to the customer. We base our estimates for returns on historical experience and have not experienced significant fluctuations between estimated and actual return activity. The majority of the Company’s Nexsan products have both software and non-software components that together deliver the products’ essential functionality. The software is embedded within the hardware and sold together as a single storage solution to the customer. Accordingly, the software and non-software components do not qualify as separate units of accounting as prescribed in Accounting Standards Codification (“ASC”) 605-25 and are combined as a single unit of accounting. There are no situations where revenue is recognized separately for software. We also offer services in conjunction with our Nexsan products which may include installation, training, hardware maintenance and software support. For such services that are determined to be essential to the functionality of the product, the product and services do not qualify as separate units of accounting as prescribed in ASC 605-25 and are combined as a single unit of accounting. In situations where the sale of our Storage and Security Solutions products and associated services qualify as multiple element arrangements, we allocate arrangement consideration to each unit of accounting based on its relative selling price, and revenue is recognized for each element when all of the criteria for revenue recognition for such elements have been met. Revenue associated with stand-alone service arrangements (such as maintenance arrangements) that are sold separately is recorded ratably over the service period. Rebates that are provided to our customers are accounted for as a reduction of revenue at the time of sale based on an estimate of the cost to honor the related rebate programs. The rebate programs that we offer vary across our businesses as we serve numerous markets. The most common incentives relate to amounts paid or credited to customers that are volume-based and rebates to support promotional activities. Concentrations of Credit Risk. The Company sells storage solution products and services to small and medium-size enterprise customers across a range of vertical markets exclusively through our worldwide network of value-added resellers ("VARs") and performs ongoing credit evaluations of our customers’ financial condition. The Company has one major customer that represented 23 percent and 19 percent of total net revenue for the years ended December 31, 2017 and December 31, 2016 , respectively. 18 percent and 10 percent of the Company's accounts receivable balance for the years ending December 31, 2017 and December 31, 2016 , respectively, was attributable to this customer. A second customer represented 11% of the accounts receivable for the year ended December 31, 2017. Cost of Goods Sold. Cost of goods sold includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs, freight costs, depreciation of manufacturing equipment and other less significant indirect costs related to the production of our products. Selling, General and Administrative (SG&A) Expenses. SG&A expenses include sales and marketing, customer service, finance, legal, human resources, information technology, general management and similar expenses. Research and Development Costs. Research and development costs are expensed as incurred. Research and development costs include salaries, payroll taxes, employee benefit costs, supplies, depreciation and maintenance of research equipment. Rebates Received. We receive rebates from some of our inventory vendors if we achieve pre-determined purchasing thresholds. These rebates are accounted for as a reduction of the price of the vendor's products and are included as a reduction of our cost of goods sold in the period in which the purchased inventory is sold. Income Taxes. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”). The Tax Reform Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. We have discussed the provisions that affect the Company’s financial statements in further detail where appropriate. We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax obligations based on expected taxable income, statutory tax rates and tax credits allowed in the various jurisdictions in which we operate. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some are temporary differences that will reverse over time. Temporary differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We must assess the likelihood that our deferred tax assets will be realized and establish a valuation allowance to the extent necessary. We record income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We measure deferred tax assets and liabilities using the enacted statutory tax rates that are expected to apply in the years in which the temporary differences are expected to be recovered or paid. Due to the Tax Reform Act’s reduction in corporate statutory tax rates effective after 2017, we have remeasured our deferred tax assets effective December 31, 2017 where appropriate. We regularly assess the likelihood that our deferred tax assets will be recovered in the future. In accordance with accounting rules, a valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered to be more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. If we determine it is more-likely-than-not that we will not realize all or part of our deferred tax assets, an adjustment to the deferred tax asset will be charged to earnings in the period such determination is made. Our income tax returns are subject to review by various U.S. and foreign taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Treasury Stock. Our repurchases of shares of common stock are recorded at cost as treasury stock and are presented as a reduction of shareholders’ equity. When treasury shares are reissued, we use a last-in, first-out method, and the difference between repurchase cost and fair value at reissuance is treated as an adjustment to equity. Stock-Based Compensation. Stock-based compensation awards classified as equity awards are measured at fair value at the date of grant and expensed over their vesting or service periods. We also have stock appreciation rights outstanding which are considered liability awards as the settlement of these awards, if they were to vest, would be in cash. If these awards were determined to be probable of achieving its stock price conditions and revenue performance conditions, we would record the estimated fair value of such awards as a liability and re-measure their estimated value each reporting period. The performance targets were not met for the outstanding stock appreciation rights (“SARs”) and will be subsequently canceled. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Expected volatilities are based on historical volatility of our stock and are calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate for the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. We use historical data and management judgment to estimate option exercise and employee termination activity within the valuation model. The expected term of stock options granted is based on historical data and represents the period of time that stock options granted are expected to be outstanding. It is calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we consider the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield, if applicable, is based on the latest dividend payments made on or announced by the date of the grant. Forfeitures are estimated based on historical experience and current demographics. See Note 8 - Stock-Based Compensation for further information regarding stock-based compensation. Income (Loss) per Common Share. Basic income (loss) per common share is calculated using the weighted average number of shares outstanding during the year. Unvested restricted stock and treasury shares are excluded from the calculation of basic weighted average number of common shares outstanding. Once restricted stock vests, it is included in our common shares outstanding. 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 for our calculation of weighted average basic and diluted shares outstanding. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled to receive in exchange for those goods or services. This ASU sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU No. 2014-09 by one year, but permits companies to adopt one year earlier if they choose (i.e., the original effective date). As such, ASU No. 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2017. In March and April 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net) and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, respectively, which clarifies the guidance on reporting revenue as a principal versus agent, identifying performance obligations and accounting for intellectual property licenses. In addition, in May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends certain narrow aspects of Topic 606, and in December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects of Topic 606. The new standard permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company will adopt the standard beginning in the first quarter of 2018 using the modified retrospective method. The Company is currently finalizing its analysis of the impact of ASU No. 2014-09 on its consolidated results of operations and financial position. The new standard will result in additional revenue-related disclosures in the footnotes to the consolidated financial statements. The Company expects the revenue recognition for its portfolio of hardware, software and services offerings to remain largely unchanged. Any impacts to revenue recognition are not expected to be material. Since the Company currently expenses sales commissions as incurred, the requirement in the new standard to capitalize certain sales commissions will result in an accounting change for the Company. This change is not expected to be material to the consolidated financial results, with no impact to cash flows. We will be finalizing our assessment in advance of the filing of our first quarter 2018 Form 10-Q. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Sub-Topic 205-40), which provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This standard is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. The adoption of this standard on January 1, 2017 has not had an impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. ASU No. 2015-11 replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. This standard was effective prospectively beginning January 1, 2017, with early adoption permitted. This standard did not have a material impact on the Company’s consolidated results of operations or financial condition. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU No. 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (“OCI”). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). ASU No. 2016-01 also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (“FVO”) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. This standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company does not expect a material impact from adopting this standard on its consolidated results of operations and financial condition. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees with capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of adopting this standard on its consolidated results of operations and financial condition. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows. ASU No. 2016-09 was effective for the Company beginning in its first quarter of 2017. This standard did not have a material impact on the Company’s consolidated results of operations or financial condition. In October 2016, the FASB issued ASU No. 2016-17, Interests Held through Related Parties That Are under Common Control, which modifies existing guidance with respect to how a decision maker that holds an indirect interest in a VIE through a common control party determines whether it is the primary beneficia |
Income (Loss) per Common Share
Income (Loss) per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Common Share | 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, 2017 2016 (In millions, except per share amounts) Numerator: Loss from continuing operations $ (22.9 ) $ (39.8 ) Less: loss attributable to noncontrolling interest (10.2 ) — Net loss from continuing operations attributable to GlassBridge Enterprises, Inc. (12.7 ) (39.8 ) Income (loss) from discontinued operations 4.3 (85.4 ) Net loss attributable to GlassBridge Enterprises, Inc. $ (8.4 ) $ (125.2 ) Denominator: Weighted average number of common shares outstanding during the period 4.7 3.7 Dilutive effect of stock-based compensation plans — — Weighted average number of diluted shares outstanding during the period 4.7 3.7 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (2.70 ) $ (10.76 ) Discontinued operations 0.91 (23.08 ) Net loss $ (1.79 ) $ (33.84 ) Anti-dilutive shares excluded from calculation 0.3 0.4 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations 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, 2017, we have substantially collected all of our outstanding receivables and settled all of our outstanding payables associated with these businesses. GAAP requires accumulated foreign currency translation balances to be reclassified into the Consolidated Statement of Operations once the liquidation of the net assets of a foreign entity is substantially complete. As of December 31, 2016, because we had ceased operations in all of our international legal entities other than those associated with the Nexsan business, we had determined that the liquidations of our international entities associated with our Legacy Businesses are substantially complete. All remaining activities associated with these entities, including the final disposition of remaining balance sheet amounts and formal dissolution of these entities are being managed and controlled by the Company's U.S. corporate function. Accordingly, the Company reclassified into discontinued operations $75.8 million of foreign currency translation losses associated with our Legacy Businesses for the year ended December 31, 2016. Additionally, in February 2016 the Company sold its IronKey business to Kingston Digital, Inc. ("Kingston") and DataLocker Inc. ("DataLocker") pursuant to two asset purchase agreements which qualified as the sale of a business. To Kingston, we sold the assets representing the Company's business of developing, designing, manufacturing and selling IronKey mobile security solutions including Windows to Go USB flash drives, Windows to Go use cases and encrypted USB flash drives and external USB hard drives. The sale specifically excluded the software and services aspect of the IronKey business. Kingston paid a purchase price of $4.3 million at closing for certain assets, including inventory, and the Company retained accounts receivable and accounts payable relating to that business. To DataLocker, GlassBridge sold the assets of the Company’s business of software and services for its IronKey products, including services related to Windows to Go USB flash drives. DataLocker paid a purchase price of $0.4 million at closing and agreed to assume certain service obligations in the amount of approximately $2.0 million , as well as pay the Company earn-outs in the event certain service revenue targets are achieved. The potential earn-outs to GlassBridge are determined in each of the three annual periods subsequent to the sale of IronKey, whereby the Company will receive 10% of the amount, if any, whereby revenue exceeds thresholds established under the sale agreement. In December 2016, the Company signed a new agreement with DataLocker to receive a one-time payment of $0.2 million and acknowledges that no further consideration shall be due or payable. The Company recorded a pre-tax gain on the sale of $3.8 million during the first quarter of 2016 and the one-time payment in the fourth quarter 2016. Results of Discontinued Operations The operating results for these businesses are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented and reflect revenues and expenses that are directly attributable to these businesses that were eliminated from our ongoing operations. The key components of the results of discontinued operations were as follows: For the Years Ended December 31, 2017 2016 (In millions) Net revenue $ 0.3 $ 2.0 Cost of goods sold 0.2 0.6 Gross profit 0.1 1.4 Selling, general and administrative 4.1 6.0 Research and development — 0.5 Restructuring and other (13.7 ) 8.4 Other net expense 2.0 0.6 Reclassification of cumulative translation adjustment — 75.8 Income (loss) from discontinued operations, before income taxes 7.7 (89.9 ) Gain on sale of discontinued businesses, before income taxes — 3.8 Income tax (provision) benefit (3.4 ) 0.7 Income (loss) from discontinued businesses, net of income taxes $ 4.3 $ (85.4 ) For the year ended December 31, 2017, “restructuring and other” predominantly reflects a $7.3 million net gain attributable to the settlement of the lawsuits brought against us by CMC Magnetic Corp. (“CMC”), a $3.3 million net gain attributable to the settlement of the lawsuit brought against us by IOENGINE, LLC (“IOENGINE”), a $2.5 million gain on resolution of customer and vendor balances related to the Legacy Businesses, a $1.2 million gain on an insurance and asset claim recovery and a $0.6 million loss on severance and other charges. See Note 15 - Litigation, Commitments and Contingencies for additional information on the CMC and IOENGINE settlements. The depreciation and amortization expenses recorded as part of income (loss) from discontinued operations (included in selling, general and administrative expenses in table above) were $0 and $0.3 million for the year ended December 31, 2017 and 2016, respectively. The income tax (provision) benefit related to discontinued operations was ($3.4) million and $0.7 million for the years ended December 31, 2017 and 2016, respectively. See Note 10 - Income Taxes for additional information. Current assets of discontinued operations of $10.5 million as of December 31, 2016 principally included approximately $9.4 million of restricted cash, primarily associated with disputed CMC trade payables. Pursuant to the settlement agreement with CMC, we released the restricted cash associated with the disputed CMC trade payables in November 2017. See Note 15 - Litigation, Commitments and Contingencies for additional information. Current liabilities of discontinued operations of $5.3 million as of December 31, 2017 included accounts payable of $0.9 million , $0.7 million of customer credit and rebate accruals and $3.7 million of other current liabilities. Current liabilities of discontinued operations of $39.7 million as of December 31, 2016 included accounts payable of $22.8 million , $3.2 million of customer credit and rebate accruals, $11.0 million of legal accruals and $2.7 million of other current liabilities. Other liabilities of discontinued operations of $9.1 million as of December 31, 2017 included $4.1 million due to IOENGINE, $1.0 million due to CMC, $1.0 million of withholding tax, $0.9 million of tax contingencies and $2.1 million of other liabilities. Other liabilities of discontinued operations of $4.4 million as of December 31, 2016 primarily represented other liabilities. See Note 15 - Litigation, Commitments and Contingencies for additional information on the IOENGINE and CMC settlements. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Additional supplemental balance sheet information is provided below. The Company’s accounts receivable are solely related to the Nexsan Business and reported on the Consolidated Balance Sheets net of reserves and allowances. Reserves and allowances include estimated amounts for customer returns, discounts on payment terms and uncollectible accounts. See the table below for additional information on reserves and allowances. Accounts Receivable (In millions) Reserves and Allowances Balance, as of December 31, 2015 $ 0.6 Additions 0.1 Write-offs, net of recoveries (0.5 ) Balance, as of December 31, 2016 $ 0.2 Additions 0.2 Write-offs, net of recoveries — Balance, as of December 31, 2017 $ 0.4 In the first quarter of 2017, Nexsan sold $1.2 million of its accounts receivable to individuals introduced by or affiliated with Spear Point for a discounted purchase price of $1.1 million , subject to a right to repurchase within five months of the original sale at the original sales price plus 2% interest per month. The accounts receivable sale was recorded as a sale of financial assets under ASC 860. The purchase price discounts associated with the sales of Nexsan Business accounts receivable are recorded in Other income (expense), net in our Consolidated Statement of Operations. The amount of the accounts receivable sold was excluded from our Consolidated Balance Sheet. As of December 31, 2017, $0.8 million of the accounts receivable had been collected. Inventories of $3.5 million and $4.1 million as of December 31, 2017 and December 31, 2016, respectively, represent raw materials and supplies. For the year ended December 31, 2017, we recorded $1.6 million of loss on abandonment of unused property, plant and equipment related to our Nexsan Business. Property, plant and equipment balances as of the years ended December 31, 2017 and 2016 include the following: As of December 31, 2017 2016 (In millions) Property, Plant and Equipment Buildings and leasehold improvements 0.5 $ 3.3 Machinery and equipment 10.0 9.4 Total 10.5 12.7 Less accumulated depreciation (9.7 ) (9.9 ) Property, plant and equipment, net $ 0.8 $ 2.8 Other assets as of December 31, 2017 include a $4.0 million strategic investment in equity securities, which is consistent with our stated strategy of exploring a diverse range of new strategic asset management business opportunities for our portfolio. We account for such investments under the cost method of accounting. Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2017 2016 (In millions) Accrued payroll $ 1.5 $ 2.6 Deferred revenue 7.2 6.7 Restructuring accruals (Note 7) 0.3 — Levy accruals 5.6 4.9 Other current liabilities 2.1 1.8 Total other current liabilities $ 16.7 $ 16.0 Other liabilities as of December 31, 2017 include pension liabilities of $24.4 million and other liabilities of $5.3 million . Other liabilities as of December 31, 2016 include pension liabilities of $24.3 million and other liabilities of $5.1 million . See Note 9 - Retirement Plans for additional information on pension liabilities. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Intangible assets as of December 31, 2017 consist of intangible assets acquired when we closed the Capacity and Services Transaction with Clinton on February 2, 2017. The Capacity and Services Transaction allows for GBAM to place up to $1 billion of investment capacity under Clinton’s management within Clinton’s quantitative equity strategy for an initial term of five years, for which the Company issued to Clinton’s affiliate Madison Avenue Capital Holdings, Inc. 1,250,000 shares of its common stock as consideration. We recorded the 1,250,000 shares of common stock issued as an intangible asset and calculated a fair value of $10.1 million using our closing stock price on February 2, 2017. We are amortizing the $10.1 million on a straight-line basis over the five year term. See Note 16 - Related Party Transactions for additional information. Intangible assets as of December 31, 2016 consist of developed technology recorded as a result of the acquisition of CDI. On October 14, 2015, the Company acquired 100% of the stock of CDI for a total purchase price of $6.7 million , which is included in the Nexsan reportable segment. Our allocation of the purchase price to the assets acquired and liabilities assumed resulted in the recognition of a $4.3 million intangible asset. In December 2017, we recorded an impairment charge for the net remaining intangible assets balance of $2.7 million . See the 2017 Intangible Asset Analysis below for additional info. The following table presents the remaining intangible assets balance as of December 31 2017 and 2016: 2017 2016 (In millions) Cost $ 10.1 $ 4.3 Accumulated amortization (1.9 ) (0.9 ) Intangible assets, net $ 8.2 $ 3.4 The following table presents the changes in intangible assets: Intangible Assets (In millions) December 31, 2016 $ 3.4 Acquisition 10.1 Amortization (2.6 ) Impairment charges (2.7 ) December 31, 2017 $ 8.2 Amortization expense from continuing operations for intangible assets consisted of the following: Years Ended December 31, 2017 2016 (In millions) Amortization expense $ 2.6 $ 0.8 Based on the intangible assets in service as of December 31, 2017 , estimated amortization expenses for each of the next five years ending December 31 is as follows: 2018 2019 2020 2021 2022 (In millions) Amortization expense $ 2.0 $ 2.0 $ 2.0 $ 2.0 $ 0.2 2017 Intangible Asset Analysis During the fourth quarter of 2017, management engaged in a strategic and financial assessment of the Nexsan Business. As a result of this assessment, we decided to focus our resources on certain product features and stopped investing in a product technology that came from the acquisition of CDI. This resulted in a triggering event that required us to review our intangible assets for impairment. In assessing recoverability of the intangible assets obtained from our acquisition of CDI, we compared the carrying amount of the intangible asset with its estimated fair value. To determine the estimated fair value, we used the income approach, a valuation technique under which we estimate future cash flows using financial forecasts. Our expected cash flows are affected by various significant assumptions such as discount rate, revenue and gross margin expectations. As part of this analysis, we determined the carrying amount of the intangible asset was not recoverable and its carrying amount exceeded its fair value. Consequently, we recorded an impairment charge of $2.7 million in the Consolidated Statements of Operations for the year ended December 31, 2017. 2016 Intangible Asset Analysis We test the carrying amount of a reporting unit's intangible for impairment on an annual basis during the fourth quarter of each year or if an event occurs or circumstances change that would warrant impairment testing during an interim period. Intangible acquired in the acquisition of CDI was fully allocated to the Nexsan reporting unit and was fully integrated into the Nexsan business, both operationally and with respect to its management team in 2016. Goodwill As a result of the CDI acquisition, we recorded goodwill of $3.8 million as part of the purchase price allocation. The goodwill acquired was fully allocated to our Nexsan reporting unit and was primarily attributable to its workforce, strategic synergies and intangible assets that do not qualify for separate recognition. In December 2017, we recorded an impairment charge of $3.8 million . See the 2017 Goodwill Analysis below for additional info. The following table presents the changes in goodwill: Nexsan (in millions) Balance as of December 31, 2015: $ 3.8 Acquisition — Impairment charges — Balance as of December 31, 2016: 3.8 Acquisition — Impairment charges (3.8 ) Balance as of December 31, 2017: $ — 2017 Goodwill Analysis During the fourth quarter of 2017, management engaged in a strategic and financial assessment of the Nexsan Business. As a result of this assessment, we decided to focus our resources on certain product features and stopped investing in a product technology that came from the acquisition of CDI. This resulted in a triggering event that required us to review our goodwill for impairment. In assessing recoverability of the goodwill recorded as part of the purchase price allocation from the CDI acquisition, we compared the carrying amount of the goodwill with its implied fair value. To determine the estimated fair value, we used the income approach, a valuation technique under which we estimate future cash flows using financial forecasts. Our expected cash flows are affected by various significant assumptions such as discount rate, revenue and gross margin expectations. As a result of this assessment, we determined the carrying value of the goodwill exceeded its fair value. Consequently, we recorded an impairment charge of $3.8 million in the Consolidated Statements of Operations for the year ended December 31, 2017. See Note 2 - Summary of Significant Accounting Policies as well as Critical Accounting Policies and Estimates within the Management's Discussion and Analysis section for further background and information on goodwill impairments. 2016 Goodwill Analysis We test the carrying amount of a reporting unit's goodwill for impairment on an annual basis during the fourth quarter of each year or if an event occurs or circumstances change that would warrant impairment testing during an interim period. Goodwill acquired in the acquisition of CDI was fully allocated to the Nexsan reporting unit and was fully integrated into the Nexsan business, both operationally and with respect to its management team in 2016. As of December 31, 2016, the remaining balance of goodwill of $3.8 million originated from the acquisition of CDI in 2015 and was assigned to the Nexsan reporting segment. |
Restructuring and Other Expense
Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expense | 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 takes into account 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, 2017 2016 (In millions) Restructuring Expense: Severance and related $ 1.4 $ 0.6 Loss on abandonment of unused property, plant and equipment 1.6 — Other (1) (2.1 ) — Total restructuring $ 0.9 $ 0.6 Other Expense: Pension settlement/curtailment (Note 9) $ 1.1 $ 2.9 Asset disposals / write down — 0.1 Other (2) (0.1 ) 4.0 Total other $ 1.0 $ 7.0 Total $ 1.9 $ 7.6 (1) For the year ended December 31, 2017, other includes $1.4 million net gain from an asset sale, $0.3 million reversal of contingent consideration obligations related to the CDI acquisition (see Note 15 - Litigation, Commitments and Contingencies for additional information), and $0.4 million reversal of other employee costs. We have considered these costs to be attributable to our corporate activities and, therefore, they are not part of our discontinued operations. (2) For the year ended December 31, 2016, other includes consulting expenses of $2.4 million and $1.4 million for Realization Services, Inc. (See Note 16 - Related Party Transactions for additional information) and Otterbourg P.C., respectively, a net credit of $2.2 million for property tax refund for the former Oakdale site, as well as $2.4 million for other employee costs and consulting fees directly attributable to our Restructuring Plan. We have considered these costs to be attributable to our corporate activities and, therefore, they are not part of our discontinued operations. Restructuring Accruals There was no restructuring accrual balance as of December 31, 2016 and $0.3 million as of December 31, 2017 which primarily represents severance charges. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock compensation consisted of the following: Years Ended December 31, 2017 2016 (In millions) Stock compensation expense $ (0.1 ) $ 0.8 We have stock-based compensation awards outstanding under four plans (collectively, the Stock Plans). We have stock options outstanding under our 2000 Stock Incentive Plan (2000 Incentive Plan) and 2005 Stock Incentive Plan (2005 Incentive Plan), and we have stock options and restricted stock outstanding under our 2008 Stock Incentive Plan (2008 Incentive Plan). We have stock options, restricted stock and SARs outstanding under our 2011 Stock Incentive Plan (2011 Incentive Plan). Restricted stock granted and stock option awards exercised are issued from our treasury stock. The purchase of treasury stock is discretionary and will be subject to determination by our Board of Directors each quarter following its review of our financial performance and other factors. No further shares are available for grant under the 2000 Incentive Plan, the 2005 Incentive Plan or the 2008 Incentive Plan. Stock-based compensation awards issued under these plans generally have terms of ten years and, for employees, vest over a four -year period. Awards issued to directors under these plans become fully exercisable on the first anniversary of the grant date. Stock options granted under these plans are not incentive stock options. Exercise prices of awards issued under these plans are equal to the fair value of the Company's stock on the date of grant. As of December 31, 2017 , there were 110,332 stock-based compensation awards outstanding that were issued under these plans and consist of stock options and restricted stock. The 2011 Incentive Plan was approved and adopted by our shareholders on May 4, 2011 and became effective immediately. The 2011 Incentive Plan was amended and approved by our shareholders on May 8, 2013. The 2011 Incentive Plan permits the grant of stock options, SARs, restricted stock, restricted stock units, dividend equivalents, performance awards, stock awards and other stock-based awards. The aggregate number of shares of our common stock that may be issued under all stock-based awards made under the 2011 Incentive Plan is 734,300 . The number of shares available for awards, as well as the terms of outstanding awards, is subject to adjustments as provided in the 2011 Incentive Plan for stock splits, stock dividends, recapitalization and other similar events. Awards may be granted under the 2011 Incentive Plan until the earlier to occur of May 3, 2021 or the date on which all shares available for awards under the 2011 Incentive Plan have been granted; provided, however, that incentive stock options may not be granted after February 10, 2021. Stock-based compensation awards issued under the 2011 Incentive Plan generally have a term of ten years and, for employees, vest over a three -year period. Awards issued to directors under this plan become fully exercisable on the first anniversary of the grant date. Stock options granted under these plans are not incentive stock options. Exercise prices of awards issued under these plans are equal to the fair value of the Company's stock on the date of grant. As of December 31, 2017 we had 175,459 of stock-based compensation awards consisting of stock options and restricted stock outstanding under the 2011 Incentive Plan. As of December 31, 2017 , there were 120,990 shares available for grant under our 2011 Incentive Plan. Stock Options The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Volatility was calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate of return was determined by using the U.S. Treasury yield curve in effect at the time of grant. The expected term was calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we considered the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield was based on the latest dividend payments made on or announced by the date of the grant. The following table summarizes our weighted average assumptions used in the valuation of options for the years ended December 31. There were no stock options granted in 2017. 2017 2016 Volatility N/A 44 % Risk-free interest rate N/A 1.55 % Expected life (months) N/A 72 Dividend yield N/A — % The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding December 31, 2015 455,122 $ 90.22 4.4 Granted (4,500 ) 8.30 Exercised (722 ) 14.00 Canceled (116,843 ) 158.77 Forfeited (46,350 ) 14.93 Outstanding December 31, 2016 286,707 $ 77.51 3.8 Granted — — Exercised — — Canceled (71,400 ) 80.23 Forfeited (25,841 ) 16.42 Outstanding December 31, 2017 189,466 $ 84.81 1.8 Exercisable as of December 31, 2017 183,466 $ 87.12 87.12 1.6 No options were granted during the year ended December 31, 2017 and none of the options granted during the year ended December 31, 2016 were performance-based options. The aggregate intrinsic value of all outstanding stock options was $0.0 million and less than $0.0 million as of December 31, 2017 and 2016 , respectively. The intrinsic value of options exercised during 2017 and 2016 was $0.0 million . The weighted average grant date fair value of options granted during the year 2016 was $3.60 , and no options were granted in 2017 . Total stock-based compensation expense associated with stock options related to continuing operations recognized in our Consolidated Statements of Operations for the years ended December 31, 2017 and 2016 was $0.1 million and $0.2 million , respectively. This expense would result in related tax benefits of $0.0 million and $0.1 million for the years ended December 31, 2017 and 2016 , 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 benefits in 2017 or 2016 . As of December 31, 2017 , there was $0.1 million of total unrecognized compensation expense related to outstanding stock options. That expense is expected to be recognized over a weighted average period of 1.0 years. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2017 or 2016 . Restricted Stock The following table summarizes our restricted stock activity: Restricted Stock Weighted Average Grant Date Fair Value Per Share Nonvested as of December 31, 2015 116,278 $ 23.36 Granted 7,730 5.30 Vested (34,310 ) 23.82 Forfeited (9,773 ) 25.51 Nonvested as of December 31, 2016 79,925 $ 20.64 Granted 206,666 3.36 Vested (5,404 ) 10.00 Forfeited (67,205 ) 22.84 Nonvested as of December 31, 2017 213,982 $ 3.53 Of the restricted stock granted during the years ended December 31, 2017 and 2016 , none of the shares were performance-based. The total fair value of shares that vested during the years 2017 and 2016 was less than $0.1 million and $0.8 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, 2017 and 2016 was $(0.2) million and $0.6 million , respectively. This expense would result in related taxes of $0.1 million and a tax benefit of $0.2 million for the years ended December 31, 2017 and 2016 , 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 2017 or 2016 . As of December 31, 2017 , there was $0.3 million of total unrecognized compensation expense related to outstanding restricted stock. That expense is expected to be recognized over a weighted average period of 2.0 years. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2017 or 2016 . Stock Appreciation Rights (SARs) The following table summarizes our stock appreciation rights activity: Stock Appreciation Rights Outstanding as of December 31, 2015 379,495 Granted — Canceled (169,533 ) Outstanding as of December 31, 2016 209,962 Granted — Canceled (138,526 ) Outstanding as of December 31, 2017 71,436 The Company did no t grant any SARs for the years ended December 31, 2017 and 2016 . During the year ended December 31, 2015, we granted 0.3 million SARs under the 2011 Incentive Plan to certain employees associated with our Nexsan and IronKey operations. These awards were issued to incentivize employees to grow revenues. These awards expired on December 31, 2017 and could only vest when both stock price and revenue performance conditions specified by the terms of the SARs are met. Additionally, under the terms of the 2015 SARs, any cash payments to an individual under a 2015 vested SAR would reduce any cash payment received under any earlier SAR grant pertaining to that individual, if and when such earlier SAR vests. For the stock price condition, based on the terms of the awards, 50 percent of the SARs could have vested if the 30 -day average GlassBridge stock price reaches $80 per share or more by December 31, 2017 and the remaining 50 percent of the SARs could have vested if the 30 -day average GlassBridge stock price reaches $120 per share or more by December 31, 2017. Additionally, for the revenue performance condition, as a condition necessary for vesting, the net revenue of Nexsan or IronKey (depending on the award) must have reached certain specified stretch targets by December 31, 2017. If exercised, the SARs would have required a cash payment to the holder in an amount based on the GlassBridge stock price at the date of exercise as compared to the stock priced at the date of grant. As of December 31, 2017 and 2016, we have no t recorded any compensation expense associated with these SARs based on the applicable accounting rules. The performance targets were not met for the outstanding SARs and such SARs will be subsequently canceled. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans Pension Plans We have various non-contributory defined benefit pension plans covering employees in the United States (the “U.S. plan”) and Germany (the “German plan”) employed prior to January 1, 2010. Total pension expense was $0.8 million and $2.6 million in 2017 and 2016 , respectively. The measurement date of our pension plans is December 31st. We contributed $0.5 million to our worldwide pension plans related to the plan year ending December 31, 2017 . We presently anticipate contributing approximately $2.8 million to fund our worldwide pension plans in 2018 . It is our general practice to fund amounts sufficient to meet the requirements set forth in applicable benefits laws and local tax laws. Effective January 1, 2010, the U.S. plan was amended to exclude new hires and rehires from participating in the plan. In addition, we eliminated benefit accruals under the U.S. plan as of January 1, 2011, thus “freezing” the defined benefit pension plan. Under the plan freeze, no pay credits were made to a participant’s account balance after December 31, 2010. However, interest credits will continue in accordance with the annual update process. For the U.S. plan, employees who have completed three years or more of service, including service with 3M Company before July 1, 1996, or who have reached age 65, are entitled to pension benefits beginning at normal retirement age (65) based primarily on employees’ pay credits and interest credits. Through December 31, 2009, pay credits were made to each eligible participant's account equal to six percent of that participant's eligible earnings for the year. Beginning on January 1, 2010 and through December 31, 2010, pay credit contributions were reduced to three percent of each participant’s eligible earnings. In conjunction with the plan freeze, no additional pay credits were made to a participant’s account balance after December 31, 2010. A monthly interest credit is made to each eligible participant’s account based on the participant’s account balance as of the last day of the preceding year. The interest credit rate is established annually and is based on the interest rate of certain low-risk debt instruments. The interest credit rate was 2.86 percent for 2017 . In accordance with the annual update process, the interest credit rate will be 2.80 percent for 2018 . In connection with actions taken under our announced restructuring programs, the number of employees accumulating benefits under our pension plan in the United States continues to decline. Participants in our U.S. plan have the option of receiving cash lump sum payments when exiting the plan, which a number of participants exiting the plan have elected to receive. Lump sum payments in 2017 and 2016 exceeded the service and interest costs associated with those years. As a result, a partial settlement event occurred in those years and, accordingly, we recognized a settlement loss of $1.1 million and $2.9 million during the years ended 2017 and 2016 , respectively. These settlement losses are included in restructuring and other in our Consolidated Statements of Operations. The U.S. plan permits four payment options: a lump-sum option, a life income option, a survivor option or a period certain option. The benefit obligations and plan assets, changes to the benefit obligations and plan assets, and the funded status of the defined benefit pension plans were as follows: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Change in benefit obligation Benefit obligation, beginning of year $ 64.9 $ 72.8 $ 24.1 $ 22.8 Interest cost 2.5 2.9 0.4 0.6 Actuarial (gain) loss 2.5 1.1 (0.1 ) 2.5 Benefits paid (2.5 ) (2.3 ) (1.0 ) (0.9 ) Settlement payments (3.7 ) (9.6 ) — — Foreign exchange rate changes — — 3.4 (0.9 ) Projected benefit obligation, end of year $ 63.7 $ 64.9 $ 26.8 $ 24.1 Change in plan assets Fair value of plan assets, beginning of year $ 49.8 $ 59.1 $ 15.2 $ 18.6 Actual return on plan assets 4.8 2.5 1.1 0.7 Foreign exchange rate changes — — 2.1 (0.5 ) Company contributions 0.4 0.1 0.1 (2.7 ) Benefits paid (2.5 ) (2.3 ) (1.0 ) (0.9 ) Settlement payments (3.7 ) (9.6 ) — — Fair value of plan assets, end of year 48.8 49.8 17.5 15.2 Funded status of the plan, end of year $ (14.9 ) $ (15.1 ) $ (9.3 ) $ (8.9 ) Amounts recognized in our Consolidated Balance Sheets consisted of the following: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Noncurrent liabilities (14.9 ) (15.1 ) (9.3 ) (8.9 ) Accumulated other comprehensive loss — pre-tax 18.9 19.3 9.8 9.4 Pre-tax amounts recognized in accumulated other comprehensive loss consisted of the following: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Net actuarial loss $ 18.9 $ 19.3 $ 9.8 $ 9.4 Total $ 18.9 $ 19.3 $ 9.8 $ 9.4 The following table includes information for pension plans with an accumulated benefit obligation in excess of plan assets. United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Projected benefit obligation, end of year $ 63.7 $ 64.9 $ 26.8 $ 24.1 Accumulated benefit obligation, end of year 63.7 64.9 26.8 24.1 Plan assets at fair value, end of year 48.8 49.8 17.5 15.2 Components of net periodic pension cost included the following: United States Germany Years Ended December 31, Years Ended December 31, 2017 2016 2017 2016 (In millions) Interest cost 2.5 2.9 0.4 0.6 Expected return on plan assets (3.3 ) (3.8 ) (0.6 ) (0.6 ) Amortization of net actuarial loss 0.3 0.4 0.4 0.2 Net periodic pension cost (credit) (0.5 ) (0.5 ) 0.2 0.2 Settlements and curtailments 1.1 2.9 — Total pension cost $ 0.6 $ 2.4 $ 0.2 $ 0.2 The German plan is the only remaining international plan and incurred pension costs of $0.2 million for the years ended December 31, 2017 and 2016 . The estimated net actuarial loss, prior service credit and net obligations at transition for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit costs in 2018 are a $0.8 million loss, $0.0 million and $0.0 million , respectively. Assumptions used to determine benefit obligations were as follows: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 Discount rate 3.50 % 4.00 % 1.56 % 1.60 % Rate of compensation increase — % — % — % — % Assumptions used to determine net periodic benefit costs were as follows: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 Discount rate 4.00 % 4.25 % 1.56 % 1.60 % Expected return on plan assets 6.50 % 6.50 % 3.50 % 3.50 % Rate of compensation increase — % — % — % — % The discount rate for the U.S. plan is determined through a modeling process utilizing a customized portfolio of high-quality bonds whose annual cash flows cover the expected benefit payments of the plan, as well as comparing the results of our modeling to other corporate bond and pension liability indices. Appropriate benchmarks are used to determine the discount rate for the international plans. The expected long-term rate of return on assets assumption is derived from a study conducted by our actuaries and investment managers that includes a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate. The expected long-term rate of return on assets assumption for the German plan reflects the investment allocation and expected total portfolio returns specific to that plan and country. Beginning in 2011, the projected salary increase assumption was not applicable for the U.S. plan due to the elimination of benefit accruals as of January 1, 2011. Beginning in 2016, it was no longer applicable for the German plan. The mortality table for the U.S. plan used the RP 2014 Mortality Table adjusted and projected with the MP-2017 Improvement Scale for December 31, 2017. The plans' asset allocations by asset category were as follows: United States International As of December 31, As of December 31, 2017 2016 2017 2016 Short-term investments 1 % 1 % — % — % Fixed income securities 27 % 60 % — % — % Equity securities 72 % 39 % — % — % Insurance contracts — % — % 100 % 100 % Total 100 % 100 % 100 % 100 % For the U.S. plan, we maintain target allocation percentages among various asset classes based on an investment policy established for the plan, which is designed to achieve long-term objectives of return, while mitigating against downside risk and considering expected cash flows. The current target asset allocation includes equity securities at 65 percent , fixed income securities at 25 percent and other investments of 10 percent . Other investments include short-term investments and absolute return strategy funds which are investments designed to achieve a certain return. Management reviews our U.S. investment policy for the plan at least annually. Outside the U.S., the investment objectives are similar to the U.S., subject to local regulations. In some countries, a higher percentage allocation to fixed income securities is required. As of December 31, 2017 , the following reflects estimated future benefit payments in each of the next five years and in the aggregate for the five years thereafter: United States International (In millions) 2018 $14.7 $1.0 2019 3.9 1.1 2020 4.1 1.1 2021 4.4 1.1 2022 4.1 1.2 2022-2026 18.6 5.9 The assets in our defined benefit pension plans are measured at fair value on a recurring basis (at least annually). A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Following is a description of the valuation methodologies used for assets measured at fair value. Short-term investments. The carrying value of these assets approximates fair value because maturities are generally less than three months. Accordingly, these investments are classified as Level 1 financial instruments. Mutual funds. Investments in mutual funds are valued using the net asset value (“NAV”) of shares held as of December 31st. The NAV is a quoted transactional price for participants in the fund which do not represent an active market. In relation to these investments, there are no unfunded commitments and the shares can be redeemed on a daily basis with minimal restrictions. Events that may lead to a restriction to transact with the funds are not considered probable. The investment objective of our mutual funds in the U.S. Plan is to provide capital appreciation through an investment strategy that allocates its assets among limited liability companies and/or separate investment accounts or to invest in large cap equity funds focusing on high quality yields through short maturity investments in spread sectors depending on the fund. Common stocks. Investments in common stock are valued at the closing price reported on major markets on which the individual securities are traded. Accordingly, these investments are classified as Level 1 financial instruments. Comingled trust funds. These assets are valued using the NAV of shares as of December 31st. The NAV is a quoted transactional price for participants in the fund which do not represent an active market. In relation to these investments, there are no unfunded commitments and the shares can be redeemed on a daily basis with minimal restrictions. Events that may lead to a restriction to transact with the funds are not considered probable. The Fund’s investment objective is to achieve long-term growth primarily by investing in a diversified portfolio of equity securities of companies located in any country other than the United States. Insurance contracts . These assets are valued using quoted prices for similar assets. Accordingly, these investments are classified as Level 2 financial instruments. These methods may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while we believe the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different value measurement. Investments, in general, are subject to various risks, including credit, interest and overall market volatility risks. The fair value of the plan assets by asset category were as follows: United States December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 0.5 $ 0.5 $ — $ — Mutual Funds Equity securities Large-cap growth funds * 19.0 — — — International growth fund * 15.7 — — — Common stocks 0.6 0.6 — — Commingled trust funds * 13.0 — — — Total $ 48.8 $ 1.1 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 17.5 — 17.5 — Total $ 17.5 $ — $ 17.5 $ — United States December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 0.5 $ 0.5 $ — $ — Mutual Funds Equity securities Large-cap growth funds * 11.5 — — — International growth fund * 3.4 — — — Common stocks 4.3 4.3 — — Commingled trust funds * 30.1 — — — Total $ 49.8 $ 4.8 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 15.2 — 15.2 — Total $ 15.2 $ — $ 15.2 $ — Employee Retirement Savings Plans Effective January 1, 2016, the Company no longer makes matching or variable contributions to the 401(k) retirement plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss from continuing operations before income taxes were as follows: Years Ended December 31, 2017 2016 (In millions) U.S. $ (29.4 ) $ (34.9 ) International 0.7 (4.8 ) Total $ (28.7 ) $ (39.7 ) The components of the income tax (provision) benefit from continuing operations were as follows: Years Ended December 31, 2017 2016 (In millions) Current Federal $ 5.9 $ — International (0.1 ) (0.1 ) Deferred International — — Total $ 5.8 $ (0.1 ) The income tax provision from continuing operations differs from the amount computed by applying the statutory United States income tax rate ( 35 percent ) because of the following items, stated before reduction of the minority interest: Years Ended December 31, 2017 2016 (In millions) Tax at statutory U.S. tax rate $ 10.0 $ 13.9 State income taxes, net of federal benefit 1.0 0.7 Net effect of international operations 1.2 (0.8 ) Federal rate reduction effect on deferred tax assets (104.9 ) — Valuation allowances 91.8 (14.3 ) Tax on unremitted earnings of foreign subsidiaries 5.1 3.1 U.S. tax on foreign earnings (0.2 ) (0.8 ) Stock-based compensation (0.9 ) (1.6 ) Uncertain tax positions — (0.1 ) Goodwill impairment (1.4 ) — Minimum tax credit refundable 2.2 — Reclassification to discontinued operations and other 1.9 (0.2 ) Income tax (provision) benefit $ 5.8 $ (0.1 ) The largest amount in the rate reconciliation was the federal tax rate reduction effect on deferred assets (primarily federal net operating loss carryforwards), which were revalued to reflect the decrease in the corporate tax rate from 35% to 21% beginning in 2018. Because these deferred assets had a full valuation allowance, adjustments were also made to the valuation allowances. Other tax legislation from the Tax Cuts and Jobs Act (“Tax Reform Act”) passed on December 22, 2017 was also incorporated into the tax provision. The Tax Reform Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. A tax law change that had a significant impact on the Company's 2017 tax provision is the ability to realize minimum tax credit carryovers as cash refunds, with the elimination of the corporate alternative minimum tax. The Company’s minimum tax credit carryover previously had a full valuation allowance. A tax benefit of $2.2 million was recorded in continuing operations and will be received as a cash refund with the filing of the 2018 through 2021 corporate income tax returns ( $1 million in 2019, $.5 million in 2020, and $.3 million in each of 2021 and 2022). Nexsan also recorded a $.1 million benefit for its minimum tax credit cash refund to be received in years 2019 through 2022. Tax reform changes related to international subsidiaries did not impact the tax provision. The Deemed Repatriation Transition Tax on previously untaxed accumulated and current earnings and profits of foreign subsidiaries is zero for the Company. This is because the calculation allows deficits of controlled subsidiaries to offset earnings of other controlled subsidiaries, which resulted in a net deficit in unrepatriated earnings and therefore no tax. Other tax law changes affected financial statement presentation without a current tax impact. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these items are temporary differences that will reverse over time. We record the tax effect of temporary differences as deferred tax assets and deferred tax liabilities in our Consolidated Balance Sheets. In 2017 and 2016 the net cash paid for income taxes, relating to both continuing and discontinued operations, was $0.0 million and $0.1 million , respectively. The components of net deferred tax assets and liabilities were as follows: As of December 31, 2017 2016 (In millions) Accounts receivable allowances $ — $ 0.4 Inventories 1.9 3.7 Compensation and employee benefits 1.5 3.9 Tax credit carryforwards 23.9 28.4 Net operating loss carryforwards 190.9 278.6 Accrued liabilities and other reserves 2.1 6.1 Pension 6.7 8.6 Property, plant and equipment (0.1 ) 0.5 Intangible assets, net 0.3 — Capital losses 9.4 14.1 Other, net 1.3 1.3 Total deferred tax assets 237.9 345.6 Valuation allowance (237.9 ) (340.5 ) Net deferred tax assets — 5.1 Intangible assets, net — (1.2 ) Unremitted earnings of foreign subsidiaries (1.0 ) (6.1 ) Total deferred tax liabilities (1.0 ) (7.3 ) Valuation allowance — 1.2 Total deferred tax liabilities (1.0 ) (6.1 ) Net deferred tax liabilities $ (1.0 ) $ (1.0 ) We regularly assess the likelihood that our deferred tax assets will be recovered in the future. A valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. Our accounting for deferred tax consequences represents our best estimate of future events. A valuation allowance established or revised as a result of our assessment is recorded through income tax provision in our Consolidated Statements of Operations. Changes in our current estimates due to unanticipated events, or other factors, could have a material effect on our financial condition and results of operations. We maintain a valuation allowance related to our U.S. deferred tax assets and the majority of our foreign deferred tax assets. The valuation allowance was $237.9 million and $339.3 million as of December 31, 2017 and 2016 , respectively. The deferred tax asset changes and corresponding valuation allowance changes in 2017 compared to 2016 were due primarily to restating the tax benefit associated with federal net operating loss carryovers at 60% of their former amount, due to the federal tax rate reduction of 35% to 21% effective for 2018 and future years. We also eliminated the minimum tax credit carryover and associated valuation allowance, and the ASC 740-10-25-3 (formerly known as APB23) liability for US tax on unrepatriated earnings and the associated valuation allowance, as will be discussed subsequently. In November 2015, the Financial Accounting Standards Board issued Accounting Standard Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which amends the guidance requiring companies to separate deferred income tax liabilities and assets into current and non-current amounts in a classified statement of financial position. This accounting guidance simplifies the presentation of deferred income taxes, such that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. This determination is still required to be performed at a jurisdiction-by-jurisdiction basis. This accounting guidance is effective for the Company beginning in the first quarter of 2017, but we elected to adopt this guidance prospectively as of December 31, 2015. As a result, we classified all deferred tax liabilities and assets as non-current in the Consolidated Balance Sheet at December 31, 2015. The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2017 2016 (In millions) Deferred tax liability - non-current (1.0 ) (1.0 ) Total $ (1.0 ) $ (1.0 ) Federal net operating loss carryforwards totaling $673.0 million will begin expiring in 2026. This figure includes $587.5 million for GlassBridge and its wholly owned subsidiaries, and $85.5 million related to Nexsan of which $27.9 million are subject to limitations imposed by Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company has had analysis performed by outside consultants to confirm that none of the federal net operating loss carryovers, other than the aforementioned Nexsan pre-acquisition losses, are 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, 2017. The Company’s $673.0 million in federal net operating loss carryforwards 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 net operating losses generated by the Company after December 31, 2017 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 $513.3 million , which will expire at various dates up to 2037. We have U.S. and foreign tax credit carryforwards of $22.8 million , $3.0 million of which will expire between 2018 and 2020, and the remainder of which will expire between 2021 and 2032. Federal capital losses of $37.7 million will expire between 2018 and 2021. Of the aggregate foreign net operating loss carryforwards totaling $95.5 million , $1.1 million will expire between 2018 and 2020, $42.4 million will expire at various dates up to 2026 and $52.0 million may be carried forward indefinitely. During the fourth quarter of 2014, the Company changed its assertion related to the permanent reinvestment of foreign unremitted earnings due to its reassessment of possible future cash needs associated with the continued execution of its strategic transformation. Accordingly, the permanent reinvestment assertion of foreign unremitted earnings was removed and a deferred tax liability was recorded for the estimated impact of future repatriation of the unremitted foreign earnings. Due to the one-time Deemed Repatriation Transition Tax calculation required by the Tax Reform Act, resulting in a net foreign earnings deficit, we removed both the deferred tax liability for unremitted earnings of subsidiaries with positive earnings and profits, and the related valuation allowance. All that remains as a deferred tax liability as of December 31, 2017 is a $1.0 million liability related to foreign tax withholding, assuming such repatriation were to occur. 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: 2017 2016 (In Millions) Beginning Balance $ 1.3 $ 1.7 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years — — Settlements with taxing authorities — — Reductions due to lapse of statute of limitations (0.4 ) (0.4 ) Total 0.9 1.3 The total amount of unrecognized tax benefits as of December 31, 2017 was $0.9 million . If the unrecognized tax benefits remaining at December 31, 2017 were recognized in our consolidated financial statements, $0.9 million would ultimately affect income tax expense and our related effective tax rate. It is reasonably possible that the amount of the unrecognized tax benefits could increase or decrease significantly during the next twelve months; however, it is not possible to reasonably estimate the effect on the unrecognized tax benefit at this time. Our federal income tax returns for 2014 through 2017 are subject to examination by the Internal Revenue Service. We currently have foreign tax audits underway in various jurisdictions. Based on available information, the uncertain tax position associated with these foreign audits have been assessed and included in our income tax provision. For state and foreign tax purposes, the statutes of limitation vary by jurisdiction. With few exceptions, we are no longer subject to examination by foreign tax jurisdictions or state and local tax jurisdictions for years before 2011. |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Concentration Risks, Types, No Concentration Percentage [Abstract] | |
Major Customers and Accounts Receivable | Major Customers and Accounts Receivable Major customers are those customers that account for more than 10% of revenues or accounts receivable. For the year ended December 31, 2017, 23% of revenues were derived from one major customer. The loss of this customer could have a material adverse effect on the Company’s operations. Two customers had outstanding accounts receivable balances of 10% or more and these customers represented 29% of total accounts receivable as of December 31, 2017. For the year ended December 31, 2016, 19% of revenues were derived from one major customer and the accounts receivable from this customer represented 10% of total accounts receivable as of December 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price in an orderly transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. A financial instrument's level within the hierarchy is based on the highest level of any input that is significant to the fair value measurement. Following is a description of our valuation methodologies used to estimate the fair value for our assets and liabilities. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company's non-financial assets such as goodwill, intangible assets and property, plant and equipment are recorded at fair value when an impairment is recognized or at the time acquired in a business combination. The determination of the estimated fair value of such assets required the use of significant unobservable inputs which would be considered Level 3 fair value measurements. In December 2017, we recorded impairment charges related to the intangible assets and goodwill acquired as part of the CDI acquisition. See Note 6 - Intangible Assets and Goodwill for additional information. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company measures certain assets and liabilities at their estimated fair value on a recurring basis, including cash and cash equivalents, our contingent consideration obligations associated with the acquisition of CDI and investments in trading securities (described further below under the "Trading Equity Securities" heading). See Note 15 - Litigation, Commitments and Contingencies for additional information on the CDI contingent consideration. The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis for year ended December 31, 2017 and December 31, 2016: Description December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ 0.2 $ 0.2 $ — $ — Description December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ 2.5 $ 2.5 $ — $ — Liabilities: Contingent consideration associated with CDI acquisition $ 0.3 $ — $ — $ 0.3 Trading Equity Securities On February 8, 2016, the Company entered into a subscription agreement with Clinton Lighthouse Equity Strategies Fund (Offshore) Ltd. (“Clinton Lighthouse”). Clinton Lighthouse is a market neutral fund which provides daily liquidity to its investors. The short term investment was classified as a trading security as we expect to be actively managing this investment at all times with the intention of maximizing our investment returns. Income or loss including unrealized gains and losses associated with this trading security is recorded as a component of "Other income (expense), net" in our Consolidated Statements of Operations and purchases or sales of this security are reflected as operating activities in our Consolidated Statements of Cash Flows. As of December 31, 2017 , the short term investment balance in Clinton Lighthouse was $0.4 million compared to $19.5 million as of December 31, 2016. The decrease of $19.1 million mainly relates to $18.7 million of redemptions and approximately $0.4 million of losses for the year ended December 31, 2017 . We recorded losses of approximately $4.5 million in the year ended December 31, 2016 related to Clinton Lighthouse, which includes $0.5 million of performance fees reflected within "Other income (expense), net". See Note 16 - Related Party Transactions for more information. In June 2017, we launched the GBAM Fund which focuses on technology-driven quantitative strategies and other alternative investment strategies. The short term investments within the GBAM Fund were classified as trading securities as we expect to be actively managing the GBAM Fund at all times with the intention of maximizing our investment returns. Income or loss associated with these trading securities is recorded as a component of “Net gains from GBAM Fund activities” in our Consolidated Statements of Operations and purchases or sales of these securities are reflected as operating activities in our Consolidated Statements of Cash Flows. As of December 31, 2017, the short term investment balance for the GBAM Fund was $0.1 million , netting of unrealized appreciation on swaps of $1.2 million and unrealized depreciation on swaps of $1.1 million . These were Level 2 investments. See Note 14 - Business Segment Information and Geographic Data for additional information. In connection with the adoption of ASU No. 2015-07, Fair Value Measurement (Topic 820), FASB Accounting Standards Codification 820 - Fair Value Measurement and Disclosures no longer requires investments for which fair value is determined based on practical expedient reliance to be reported utilizing the fair value hierarchy. As of December 31, 2017 and 2016, our short term investments in Clinton Lighthouse and the GBAM Fund were fair valued using the NAV as practical expedient and has been removed from the fair value hierarchy table above. Other Assets and Liabilities The carrying value of accounts receivable and accounts payable approximate their fair values due to the short-term duration of these items. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Treasury Stock On May 2, 2012, our Board of Directors authorized a share repurchase program that allowed for the repurchase of 0.5 million shares of common stock. On November 14, 2016, our Board authorized a new share repurchase program under which we may repurchase up to 0.5 million of our outstanding shares of common stock. This authorization replaces the Board's previous share repurchase authorization from May 2, 2012. Under the share repurchase program, we may repurchase shares from time to time using a variety of methods, which may include open market transactions and privately negotiated transactions. Since the inception of the November 14, 2016 authorization, we have repurchased less than 0.1 million shares of common stock for $0.3 million and, as of December 31, 2017 , we had authorization to repurchase less than 0.5 million additional shares. During the year ended December 31, 2017, the Company purchased less than 0.1 million of treasury shares for less than $0.1 million . During the year ended 2016, the Company purchased less than 0.1 million shares for $0.2 million . The treasury stock held as of December 31, 2017 was acquired at an average price of $41.93 per share. The following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2015 715,947 Purchases 24,086 Exercise of stock options (722 ) Restricted stock grants and other 4,780 Balance as of December 31, 2016 744,091 Purchases 27,950 Restricted stock grants and other (138,102 ) Balance as of December 31, 2017 633,939 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss and related activity consisted of the following: Defined Benefit Plans Foreign Currency Translation Total (In millions) Balance as of December 31, 2016 $ (19.6 ) $ (1.0 ) $ (20.6 ) Other comprehensive (loss) income before reclassifications, net of tax (1) — 0.3 0.3 Amounts reclassified from accumulated other comprehensive loss, net of tax 1.4 — 1.4 Net current period other comprehensive income (loss) 1.4 0.3 1.7 Balance as of December 31, 2017 $ (18.2 ) $ (0.7 ) $ (18.9 ) (1) No income tax expense was recorded for liability adjustments for defined benefit plans for the year ended December 31, 2017 . GAAP requires accumulated foreign currency translation balances to be reclassified into the Consolidated Statement of Operations once the liquidation of the net assets of a foreign entity is substantially complete. As of December 31, 2016, because we have ceased operations in all of our international legal entities other than those associated with Nexsan, we have determined that the liquidations of our international entities associated with our Legacy Businesses are substantially complete. All remaining activities associated with these entities, including the final disposition of remaining balance sheet amounts and formal dissolution of these entities are being managed and controlled by the Company's U.S. corporate function. Accordingly, the Company reclassified into discontinued operations $0.3 million of foreign currency translation losses associated with our Legacy Businesses. As of December 31, 2017, the Company had $0.8 million remaining of accumulated foreign currency translation losses in other comprehensive loss for which balances could be reclassified into the Consolidated Statement of Operations in the future. Details of amounts reclassified from Accumulated other comprehensive loss and the line item in our Consolidated Statement of Operations for the year ended December 31, 2017 are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Loss is Presented (In millions) Amortization of net actuarial loss 0.3 Selling, general and administrative Pension settlement loss 1.2 Restructuring and other Net pension adjustments, net of tax 1.5 Total reclassifications for the period $ 1.5 Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries. Reclassification adjustments are made to avoid double counting in comprehensive loss items that are also recorded as part of net loss and are presented net of taxes in the Consolidated Statements of Comprehensive Loss. 382 Rights Agreement On August 6, 2015, the Board of Directors adopted a rights plan intended to avoid an “ownership change” within the meaning of Section 382 of the Code, and thereby preserve the current ability of the Company to utilize certain net operating loss carryforwards and other tax benefits of the Company and its subsidiaries (the "Tax Benefits"). If the Company experiences an “ownership change,” as defined in Section 382 of Code, the Company’s ability to fully utilize the Tax Benefits on an annual basis will be substantially limited, and the timing of the usage of the Tax Benefits and such other benefits could be substantially delayed, which could therefore significantly impair the value of those assets. The rights plan is intended to act as a deterrent to any person or group acquiring “beneficial ownership” of 4.9% or more of the Company’s outstanding shares of common stock, without the approval of the Board. The description and terms of the Rights (as defined below) applicable to the rights plan are set forth in the 382 Rights Agreement, dated as of August 7, 2015 (the "Rights Agreement"), by and between the Company and Wells Fargo Bank, N.A., as Rights Agent. As part of the Rights Agreement, the Board authorized and declared a dividend distribution of one right (a Right) for each outstanding share of the Company’s common stock, to stockholders of record at the close of business on September 10, 2015. Each Right entitles the holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a purchase price of $15.00 per Unit, subject to adjustment (the "Purchase Price"). Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right to vote or to receive dividends in respect of Rights. Under the Rights Agreement, an Acquiring Person is any person or group of affiliated or associated persons (a "Person") who is or becomes the beneficial owner of 4.9% or more of the outstanding shares of the Company’s common stock other than as a result of repurchases of stock by the Company, dividends or distribution by the Company, stock issued under certain benefit plans or certain inadvertent actions by stockholders. For purposes of calculating percentage ownership under the Rights Agreement, outstanding shares of the Company’s common stock include all of the shares of common stock actually issued and outstanding. Beneficial ownership is determined as provided in the Rights Agreement and generally includes, without limitation, any ownership of securities a Person would be deemed to actually or constructively own for purposes of Section 382 of the Code or the Treasury Regulations promulgated thereunder. The Rights Agreement provides that the following shall not be deemed an Acquiring Person for purposes of the Rights Agreement: (i) the Company or any subsidiary of the Company and any employee benefit plan of the Company, or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (ii) any Person that, as of August 7, 2015, is the beneficial owner of 4.9% or more of the shares of Common Stock outstanding (such Person, an "Existing Holder") unless and until such Existing Holder acquires beneficial ownership of additional shares of common stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of common stock or pursuant to a split or subdivision of the outstanding shares of common stock) in an amount in excess of 0.5% of the outstanding shares of common stock. The Rights Agreement provides that a Person shall not become an Acquiring Person for purpose of the Rights Agreement in a transaction that the Board determines is exempt from the Rights Agreement, which determination shall be made in the sole and absolute discretion of the Board, upon request by any Person prior to the date upon which such Person would otherwise become an Acquiring Person, including, without limitation, if the Board determines that (i) neither the beneficial ownership of shares of common stock by such Person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability to the Company of the Tax Benefits or (ii) such transaction is otherwise in the best interests of the Company. Initially, the Rights will not be exercisable and will be attached to all common stock representing shares then outstanding, and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the common stock and become exercisable and a distribution date (a "Distribution Date") will occur upon the earlier of (i) 10 business days (or such later date as the Board shall determine) following a public announcement that a Person has become an Acquiring Person or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer, exchange offer or other transaction that, upon consummation thereof, would result in a Person becoming an Acquiring Person. Until the Distribution Date, common stock held in book-entry form, or in the case of certificated shares, common stock certificates, will evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights may be transferred on the books and records of the Rights Agent as provided in the Rights Agreement. If on or after the Distribution Date, a Person is or becomes an Acquiring Person, each holder of a Right, other than certain Rights including those beneficially owned by the Acquiring Person (which will have become void), will have the right to receive upon exercise common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price. In the event that, at any time following the first date of a public announcement that a Person has become an Acquiring Person or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person (any such date, the Stock Acquisition Date), (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the common stock of the Company is changed or exchanged or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price. At any time following the Stock Acquisition Date and prior to an Acquiring Person obtaining shares that would lead to a more than 50% change in the outstanding common stock, the Board may exchange the Rights (other than Rights owned by such Person which have become void), in whole or in part, for common stock or Preferred Stock at an exchange ratio of one share of common stock, or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right, subject to adjustment. The Rights and the Rights Agreement will expire on the earliest of (i) 5:00 P.M. New York City time on August 7, 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, 2017 | |
Segment Reporting [Abstract] | |
Business Segment Information and Geographic Data | Business Segment Information and Geographic Data Beginning in the fourth quarter of 2015, in conjunction with our accelerated wind-down of the Company's Legacy Businesses, the Company changed the manner in which it evaluates the operations of the Company and makes decisions with respect to the allocation of resources. The Company operated in three reportable segments as of December 31, 2015: Storage Media and Accessories; IronKey (which, together with Storage Media and Accessories, we now refer to as our Legacy Businesses); and the Nexsan Business. We sold our IronKey business in February 2016 and have substantially completed the wind-down of the Legacy Businesses as of March 31, 2016. The Legacy Businesses are presented in our Consolidated Statements of Operations as discontinued operations and are not included in segment results for all periods presented. See Note 4 - Discontinued Operations for further information about these divestitures. In connection with the NXSN Transaction (See Note 1 - Basis of Presentation for further information about the NXSN Transaction), all of the issued and outstanding common stock of Nexsan and CDI was transferred to NXSN in exchange for 50% of the issued and outstanding common stock of NXSN and the $25 million NXSN Note. SPPE, an affiliate of Spear Point, owns the remaining 50% issued and outstanding shares of NXSN common stock and shares of NXSN non-voting preferred stock. We entered into a stockholders agreement (the “NXSN Stockholders Agreement”) with SPPE and NXSN providing for certain oversight, management and veto rights with respect to NXSN. As a result, we have the right to designate, individually, two of the five directors serving on the NXSN board of directors (the “NXSN Board”), and to designate jointly, with SPPE, an additional independent director to serve on the NXSN Board, until the NXSN Note is paid in full. We also have approval rights with respect to certain actions proposed to be taken by NXSN, including the issuance of additional amendments to its organizational documents and issuances of additional capital stock. As a result of the terms and conditions of the NXSN Transaction (including the NXSN Stockholders Agreement and NXSN Note), we identified NXSN as a VIE. We consolidate a VIE in our financial statements if we are deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. Although we and SPPE share the power to direct NXSN’s activities until the NXSN Note is paid in full, we have approval rights under the NXSN Note and NXSN Stockholders Agreement with respect to certain actions proposed to be taken by NXSN. Therefore, we are determined to be the primary beneficiary and following January 23, 2017, NXSN’s financial results are included in our Consolidated Financial Statements. Until January 23, 2017, we owned 100% of the equity interests of Nexsan and CDI. Their financial results were included in our Consolidated Financial Statements as wholly-owned subsidiaries. On November 14, 2017, the Company issued to NXSN a Notice of Default, Acceleration and Reservation of Rights (the “NXSN Default Notice”). The NXSN Default Notice was based upon the determination by the Company that NXSN had breached a number of covenants of, and thereby triggered several enumerated Events of Default under, the NXSN Note. Simultaneously with the delivery of the NXSN Default Notice, the Company also issued to NXSN a Notice of Exercise of Remedies (the “NXSN Exercise Notice”). The NXSN Exercise Notice notified NXSN that the Company was exercising remedies under the Guaranty and Security Agreement, dated as of January 23, 2017, by and among NXSN, Nexsan Corporation, CDI, Nexsan Technologies, Inc. and the Company (the “NXSN Security Agreement”). Specifically, the Company notified NXSN that it was exercising the voting rights granted by the NXSN Security Agreement to (i) remove the existing board of directors of each of Nexsan Corporation, Nexsan Technologies Incorporated, CDI and Nexan Technologies Limited (collectively, the “NXSN Entities”); (ii) fix the size of each board of directors of the NXSN Entities; and (iii) elect a board of directors for each of the Nexsan Entities to replace the outgoing boards (the “New Boards”). In addition, the NXSN Exercise Notice advised NXSN that the New Boards have removed each of the existing officers of the NXSN Entities and appointed new officers (the “New Officers”) for each NXSN Entity. The New Boards and the New Officers so appointed were all insiders of the Company. On February 2, 2017, we closed the Capacity and Services Transaction with Clinton. The Capacity and Services Transaction allows GBAM to access investment capacity within Clinton’s quantitative equity strategy. In addition, we have recently taken steps to build our own independent organizational foundation while leveraging Clinton’s capabilities and infrastructure. While our intention is to primarily engage in the management of third-party assets, we may make opportunistic proprietary investments from time to time that comply with applicable laws and regulations. Since the closing of the Capacity and Services Transaction, we have focused on our Asset Management Business as our primary operating business segment. See Note 16 - Related Party Transactions for additional information. In June 2017, we launched the GBAM Fund which focuses on technology-driven quantitative strategies and other alternative investment strategies. As of December 31, 2017, we invested $5.0 million in the GBAM Fund. We have made the determination to consolidate the GBAM Fund and, accordingly, its financial results were included in our Consolidated Financial Statements as part of the Asset Management Business shown below. As of December 31, 2017, the Nexsan Business and Asset Management Business 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. For our Asset Management Business, we include net gains from GBAM Fund activities in our performance evaluation. Net gains from GBAM Fund activities primarily include realized and unrealized gains and losses for the GBAM Fund. Net revenue and operating loss from continuing operations by segment were as follows: Years Ended December 31, 2017 2016 (In millions) Net Revenue Nexsan Business $ 36.5 $ 44.1 Asset Management Business — — Total net revenue $ 36.5 $ 44.1 Years Ended December 31, 2017 2016 (In millions) Operating loss from continuing operations Nexsan Business $ (12.0 ) $ (17.5 ) Asset Management Business (4.3 ) — Total segment operating loss (16.3 ) (17.5 ) Corporate and unallocated (4.6 ) (9.9 ) Goodwill impairment (3.8 ) — Intangibles assets impairment (2.7 ) — Restructuring and other (1.9 ) (7.6 ) Total operating loss (29.3 ) (35.0 ) Interest income — 0.2 Net gains from GBAM Fund activities 1.2 — Other income (expense), net (0.6 ) (4.9 ) Loss from continuing operations before income taxes $ (28.7 ) $ (39.7 ) Restructuring and other for the year ended December 31, 2017 includes pension settlement costs of $1.1 million , severance costs of $1.4 million and loss on abandonment of unused property of $1.6 million offset by the gain on an asset sale of $1.4 million , reversal of contingent consideration obligations related to the CDI acquisition of $0.3 million and reversal of employee costs and other of $0.4 million . Restructuring and other for the year ended December 31, 2016 includes pension settlement costs of $2.9 million , consulting and other employee costs of $5.9 million , severance and other costs of $0.7 million and a $2.2 million property tax credit. See Note 7 - Restructuring and Other Expenses for more information. The following table presents net revenue by geographical region based on the country in which the revenue originated: Years Ended December 31, 2017 2016 (In millions) Net Revenue United States $ 19.9 $ 34.0 United Kingdom 16.6 10.1 Total $ 36.5 $ 44.1 Long-lived asset balances as of December 31, 2017 and 2016 and capital expenditures invested in the years ended December 31 2017 and 2016 were all attributable to our Nexsan Business. The following table presents long-lived assets by geographical region: As of December 31, 2017 2016 (In millions) Long-Lived Assets United States $ 0.3 $ 2.0 International 0.5 0.8 Total $ 0.8 $ 2.8 |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Litigation, Commitments and Contingencies The Company is a party, as either a sole or joint defendant or plaintiff, in various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business (including litigation relating to our Legacy Businesses and discontinued operations). All such matters involve uncertainty and accordingly, outcomes that cannot be predicted with assurance. As of December 31, 2017 , we are unable to estimate with certainty the ultimate aggregate amount of monetary liability or financial impact that we may incur with respect to these matters. It is reasonably possible that the ultimate resolution of these matters, individually or in the aggregate, could materially affect our financial condition, results of the operations and cash flows. Intellectual Property Litigation The company is subject to allegations of patent infringement by our competitors as well as non-practicing entities ("NPEs") - sometimes referred to as "patent trolls" - who may seek monetary settlements from us, our competitors, suppliers and resellers. The nature of such litigation is complex and unpredictable and, consequently, the Company is not able to reasonably estimate with precision the amount of any monetary liability or financial impact that may be incurred with respect to these matters. As of April 2, 2018 , except as set forth below with respect to the IOENGINE settlement, given the exits from the Legacy Businesses, the Company believes that the ultimate resolution of these matters in the aggregate will not materially adversely affect our financial condition, results of operations and cash flows. On December 31, 2014, IOENGINE, an NPE, filed suit in the District Court for the District of Delaware alleging infringement of United States Patent No. 8,539,047 by certain products we formerly sold under the IronKey brand. On February 17, 2017, following a trial, the jury returned a verdict against us in the patent infringement case brought by IOENGINE against the Company in the United States District Court for the District of Delaware. The jury awarded the IOENGINE $11.0 million in damages. As previously disclosed in the Current Report on Form 8-K we filed with the SEC on September 28, 2017, we entered into a settlement agreement with IOENGINE on September 28, 2017 resolving all claims relating to the IOENGINE lawsuit. Pursuant to the settlement agreement, (i) we paid IOENGINE $3.75 million in cash on October 3, 2017, (ii) issued to IOENGINE a promissory note (the "IOENGINE Note") in the principal amount of $4.0 million under which no payments are due until June 30, 2019 (except in connection with acceleration upon an event of default), and (iii) we pledged certain of our assets to secure our obligations under the IOENGINE Note, notably the NXSN Note. On May 6, 2016, Nexsan Technologies Incorporated, a subsidiary of NXSN (“NTI”), filed a complaint in United States District Court for the District of Massachusetts seeking a declaratory judgment against EMC Corporation (“EMC”). NTI alleges that NTI has a priority of right to use certain of its UNITY trademarks and that NTI’s prosecution of its trademark applications with the respect to, and to use of, such trademarks does not infringe upon EMC’s trademarks. In addition, NTI seeks injunctive relief to prevent EMC from threatening NTI with legal action related to use of UNITY trademarks, or making any public statements or statements to potential customers calling into question NTI’s right to use UNITY trademarks. EMC has answered and counterclaimed alleging that NTI’s use of the UNITY trademark infringes EMC’s common law rights in the UNITY and EMC UNITY trademarks. On April 14, 2017, the court in the EMC UNITY matter ruled that NTI has priority over EMC to the UNITY trademark in relation to computer data storage and associated technologies. NTI intends to continue to assert its rights to the UNITY trademark in further proceedings. Trade Related Litigation On January 26, 2016, CMC, a supplier of our Legacy Businesses, filed a suit in the District Court of Ramsey County Minnesota, seeking damages from the Company and the Company’s wholly-owned subsidiary Imation Latin America Corp. (“ILAC”) for alleged breach of contract. CMC also brought similar claims in Japan and the Netherlands against other of our subsidiaries. As previously disclosed in the Current Report on Form 8-K we filed with the SEC on September 18, 2017, we entered into a settlement agreement with CMC on September 15, 2017 resolving all claims relating to the CMC lawsuits. Pursuant to the settlement, (i) we agreed that our subsidiary Imation Corporation Japan ("ICJ") will cause the release and payment to CMC of approximately $9.2 million in attached assets, (ii) ICJ made a payment to CMC of $1.5 million on October 10, 2017, (iii) our subsidiary Imation Europe B.V. will cause the release and payment to CMC of approximately $825,000 in attached assets, (iv) ICJ issued to CMC an unsecured promissory note (the "CMC Note") in the amount of $1.5 million , and (v) we guaranteed CMC ICJ’s obligations under the CMC Note. As of December 31, 2017, both ICJ and Europe B.V. had released the required payments to CMC. Imation Corporation Japan (“ICJ”) is the defendant in a lawsuit in The Tokyo District Court, Civil 49th Division, brought against it by Suntop Art Work Co., Ltd., seeking damages of at least 100 Million Yen ( $940,000 at the current exchange rate), based on allegations that ICJ is in violation of a Japanese legal equitable principle requiring long-term business counterparties to provide a judicially-determined adequate notice of cessation of business even when a shorter time has been agreed in writing by the parties. ICJ believes this claim is entirely without merit and is vigorously defending its position. The Company has various trade disputes with vendors related to either the Legacy Businesses or the Nexsan business. The Company believes it has made adequate accruals with respect to the disputes for which such is appropriate according to our accounting policy. Employee Matters On March 29, 2017, three former Legacy Business employees who were among the approximately 100 similarly situated employees terminated as a result of the Restructuring plan, filed a lawsuit in the Minnesota State District Court of Ramsey County asserting state law claims for non-payment of allegedly promised severance benefits. Exposure is estimated to be less than $0.3 million . While full discovery of the relevant facts has not been completed, we believe these state law claims are without merit and are vigorously defending our position. Imation Europe B.V. (“IEBV”) is the defendant in four separate lawsuits in trial courts in Versailles and Bordeaux, France, brought by former employees based on the alleged failure to have provided them, in accordance with the French labor laws in effect at the time of their termination, with employment opportunities elsewhere in the world commensurate with their abilities and positions prior to termination. The plaintiffs in the IEBV lawsuits are seeking an aggregate of approximately 560,000 Euros (approximately $690,000 at current exchange rates). IEBV believes these claims are entirely without merit and is vigorously defending its position. The Company has also received demand letters from three Nexsan former executives seeking severance payments in the amount of approximately of $500,000 total. The Company believes those claims are without merit and will vigorously defend the claims. Copyright Levies In many European Union (EU) member countries, the sale of certain of our Legacy Business products is subject to a private copyright levy. The levies are intended to compensate copyright holders with “fair compensation” for the harm caused by private copies made by natural persons of protected works under the European Copyright Directive, which became effective in 2002 (the “Directive”). Levies are generally charged directly to the importer of the product upon the sale of the products. Payers of levies remit levy payments to collecting societies which, in turn, are expected to distribute funds to copyright holders. Levy systems of EU member countries must comply with the Directive, but individual member countries are responsible for administering their own systems. Since implementation, the levy systems have been the subject of numerous litigation and law-making activities. On October 21, 2010, the Court of Justice of the European Union (the “CJEU”) ruled that fair compensation is an autonomous European law concept that was introduced by the Directive and must be uniformly applied in all EU member states. The CJEU stated that fair compensation must be calculated based on the harm caused to the authors of protected works by private copying. The CJEU ruling made clear that copyright holders are only entitled to fair compensation payments (funded by levy payments made by importers of applicable products, including the Company) when sales of optical media are made to natural persons presumed to be making private copies. Within this disclosure, we use the term “commercial channel sales” when referring to products intended for uses other than private copying and “consumer channel sales” when referring to products intended for uses including private copying. In addition, various decisions and enactments have established that the levy rates in various countries improperly excluded from their calculations and assessments the private copying performed using computers and smartphones. This in turn meant that to the extent levy rates were determined to be retroactively excessive, the Company would be entitled to a rebate on that basis as well. Since the Directive was implemented in 2002, we estimate that we have paid in excess of $100 million in levies to various ongoing collecting societies related to commercial channel sales. Based on the CJEU’s October 2010 ruling and subsequent litigation and law-making activities, we believe that these payments were not consistent with the Directive and should not have been paid to the various collecting societies. Accordingly, subsequent to the October 21, 2010 CJEU ruling, we began withholding levy payments to the various collecting societies and, in 2011, we reversed our existing accruals for unpaid levies related to commercial channel sales. However, we continued to accrue, but not pay, a liability for levies arising from consumer channel sales, in all applicable jurisdictions except Italy and France due to certain court rulings in those jurisdictions. As of December 31, 2017 and December 31, 2016, we had accrued liabilities of $5.6 million and $4.9 million , respectively, associated with levies related to consumer channel sales for which we are withholding payment. These accruals are recorded as “Other current liabilities” on the Company’s Consolidated Balance Sheets (and not within discontinued operations). The Company’s management oversees copyright levy matters and continues to explore options to resolve these matters. Since the October 2010 CJEU ruling, for as long as sales were made in these countries, we evaluated quarterly on a country-by-country basis whether (i) levies should be accrued on current period commercial and/or consumer channel sales; and, (ii) whether accrued, but unpaid, copyright levies on prior period consumer channel sales should be reversed. Our evaluation is made on a jurisdiction-by-jurisdiction basis and considers ongoing and cumulative developments related to levy litigation and law making activities within each jurisdiction as well as throughout the EU. The Company is still subject to several pending or threatened legal actions by the individual European national levy collecting societies in relation to private copyright levies under the Directive. These remaining actions generally seek payment of the commercial and consumer optical levies withheld by IEBV and its German subsidiary. IEBV and its German subsidiary has corresponding claims in those actions seeking reimbursement of levies improperly collected by those collecting societies. IEBV and its German subsidiary are also subject to threatened actions by certain of their former customers seeking reimbursement of funds they allege related to commercial levies that they claim they should not have paid. Although these actions are subject to the uncertainties inherent in the litigation process, based on the information presently available to us, management does not expect the ultimate resolution of these actions will have a material adverse effect on our financial condition, results of operations or cash flows. As noted below with respect to France and the Netherlands, it is possible, and uncertain as to timing and amount, that by either settlement or litigation, IEBV could recover materially significant amounts from the levy authorities or their government sponsors. We anticipate that additional court decisions may be rendered that may directly or indirectly impact our levy exposure in specific European countries which could cause us to review our levy exposure in those countries. France . We have overpaid levies related to sales into the Company’s commercial channel in an amount of $55.1 million . We adopted a practice of offsetting ongoing levy liability with the French collecting society for IEBV’s sales in the consumer channel against the $55.1 million we have overpaid for copyright levies in France (due to us paying levies on commercial channels sales prior to the October 21, 2010 CJEU ruling). During the fourth quarter of 2013, GlassBridge reversed $9.5 million of French copyright levies (existing at the time of a 2013 French court decision) that arose from consumer channel sales that had been accrued but not paid to cost of sales. As of December 31, 2017, we had offset approximately $14.4 million . We believe that we have utilized a methodology, and have sufficient documentation and evidence, to fully support our estimates that we have overpaid $55.1 million to the French collection society of levies on commercial channel sales and that we have incurred (but not paid) $14.4 million of levies on consumer channel sales in France. However, such amounts are currently subject to challenge in court and there is no certainty that our estimates would be upheld and supported. In December 2012, IEBV filed a complaint against the French collection society, Copie France, for reimbursement of the $55.1 million in commercial channel levies that IEBV had paid prior to October 2010. A hearing occurred on December 8, 2015, in the High Court of Justice (Tribunal de Grande Instance de Paris (“TGIP”)) on IEBV’s claim and Copie France’s counterclaim. On April 8, 2016, the TGIP rejected all of IEBV’s claims finding that the European Union law arguments raised by IEBV were inapplicable and relied solely on French law to grant Copie France’s counterclaims of approximately $17 million . IEBV has filed a notice of appeal which suspends enforcement of the ruling. We believe Copie France’s counterclaims are without merit and intend to defend IEBV's position vigorously. Despite the April 2016 ruling of the TGIP, the Company does not believe it to be probable that it will have to make any copyright levy payments in the future to Copie France and, accordingly, has not recorded an accrual for this matter. Given a recent decision of one of France’s two highest courts, the Conseil d’Etat, supporting the position taken by the TGIP, the likely outcome and time to reach a final resolution through the appellate process that could involve France’s other highest court, the Cours de Cassation, and possibly also again the CJEU, remains unclear. We estimate, however, that an ultimate net recovery remains reasonably foreseeable, which could be in the millions of dollars. The Netherlands . IEBV is currently involved in pending litigation in the Netherlands, both as a sole complainant and a co-complainant and counterparty, with Stichting de Thuiskopie (“Thuiskopie”) and the government of the Netherlands (“Dutch State”) concerning disputed levies on optical media based on both improper levies on commercial channel sales and excessive rates due to the exclusion of computer and smartphone and illegal copying. The Dutch State has reduced the levy rates based on the exclusion theory but has as yet refused to apply the reduced rates retroactively for rebate purposes. Specifically, IEBV is (A) the sole Complainant in the action pending versus Thuiskopie and the Dutch State, originally identified as C/09/489719/HA ZA 15-659 of the District Court of The Hague (the “IE Case”), and (B) a co-complainant in the case brought by the association of vendors of similar products, originally identified as C/09/438914/HA ZA 13-264 (the “FIAR Case”). In the IE Case, there has been an interlocutory ruling by the Dutch Supreme Court in IEBV’s favor; however, several important issues and procedural steps remain. We estimate that eventual net recoveries could range between $5 million and $10 million, although it is also possible that there will be no material recoveries. IEBV is only a small part, approximately 15% , of the plaintiff group in the FIAR Case; however, the total amount sought by the plaintiffs therein may be as much as $100 million. Germany . During the first quarter of 2015, GlassBridge reversed $2.8 million accrual for German copyright levies on optical products as the result of a favorable German court decision retroactively setting levy rates at a level much lower than the rates sought by the German collecting society. The reversal was recorded as a reduction of cost of sales. As of April 2, 2018 , IEBV and its German subsidiary are in the process of finalizing an agreed settlement with the German collecting society that would result in mutual releases with no payments owed to either party. Italy . In December 2015, we settled our claim for reimbursement of the levies that the Company had paid for sales into its commercial channel with the Italian collecting society, S.I.A.E. The settlement was for $1.0 million and is recorded as a reduction in cost of sales. There are no ongoing levy disputes with respect to Italy. Canada . The Canadian Private Copying Collective (“CPCC”) filed suit in the Ontario Superior Court against our subsidiary Imation Enterprises Corp. (“IEC”) seeking damages of approximated CAD 1 million and penalties and interest of approximately CAD 5 million . On September 29, 2017, after we provided discovery materials to the CPCC which we believe demonstrated that the CPCC’s claims were entirely without merit, the CPCC declined to pursue the lawsuit further, issued to IEC a full and final release of the claims underlying the lawsuit and the lawsuit was dismissed on October 4, 2017. 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, 2017 and 2016 , 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, 2017 . 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: 2017 2016 (In millions) Minimum lease payments $ 1.2 $ 3.6 Contingent rentals — (2.0 ) Total rental expense, net $ 1.2 $ 1.6 The following table sets forth the minimum rental payments under operating leases with non-cancellable terms in excess of one year as of December 31, 2017 . The Company kept a small team and its headquarters in Minnesota starting in 2016, and those lease costs are included below. 2018 2019 2020 2021 2022 Thereafter Total (In millions) Minimum lease payments $ 0.7 $ 0.4 $ 0.2 $ 0.1 $ 0.1 $ 0.1 $ 1.6 Contingencies On October 14, 2015, the Company acquired 100% of the stock of CDI for a total purchase price of $6.7 million . The purchase price included future contingent consideration totaling up to $5 million (considered to have an estimated fair value of $0.8 million at the time of acquisition). We used the real option valuation technique for calculating the estimated fair value of contingent consideration with a 15% discount rate. The contingent consideration arrangement included the potential for three separate payments of cash and unregistered shares of GlassBridge common stock to the extent that certain defined revenue targets were achieved for the three consecutive six -month periods commencing January 1, 2016. The period of measurement for the third and final payment was January 1, 2017 to June 30, 2017, and the revenue target was not met for this or any other period. Accordingly, we have not made any contingent purchase price payments for CDI as of December 31, 2017. The Company reversed the remaining accruals for $0.3 million and the 57,482 shares for issuance. Upon the acquisition of CDI, we integrated CDI with the Nexsan Business, both operationally and with respect to its management team. In addition, the Company contributed all of the issued and outstanding stock of CDI to Nexsan prior to the consummation of the NXSN Transaction which closed on January 23, 2017. See Note 14 - Segment Information for more information. Threatened Litigation As noted above, following the NXSN Transaction, in the first quarter of 2017, Nexsan sold $1.2 million of its accounts receivable to individuals introduced by or affiliated with Spear Point for a discounted purchase price of $1.1 million , subject to a right to repurchase within five months of the original sale at the original sales price plus 2% interest per month. The accounts receivable sale was recorded as a sale of financial assets under ASC 860. After exercising the remedies referred to above pursuant to the NXSN Default Notice and the NXSN Exercise Notice, we were made aware that the proceeds of the sold accounts receivable may have been either paid to Nexsan or cancelled or replaced by the account debtors. As of March 16, 2018, there are outstanding demands made by two of the accounts receivable purchasers for Nexsan to repurchase the accounts receivable purchased by them, in an amount of approximately $500,000 . Given that we have determined that the relevant receivables no longer exist, we have rejected the demand. The ultimate outcomes of any disputes between the Company and the accounts receivable purchasers remain too speculative to estimate. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On August 17, 2015, the Board appointed Mr. Kasoff to serve as Interim President of the Company effective August 19, 2015. Effective October 14, 2015, in connection with the appointment of Mr. Fernander to the position of Interim Chief Executive Officer, the Board appointed Mr. Kasoff as Chief Restructuring Officer at the same level of compensation he received as Interim President. Effective November 25, 2015, the Board of Directors appointed Mr. Kasoff to also serve as the Company's Interim Chief Financial Officer until April 26, 2016 when the Company appointed Mr. Zheng as the Chief Financial Officer. Effective September 8, 2016 Mr. Kasoff resigned as the Chief Restructuring Officer of the Company and on February 2, 2017 he also resigned from the Board of Directors. Mr. Kasoff also serves as president of Realization Services, Inc. (“RSI”), a management consulting firm specializing in assisting companies and capital stakeholders in troubled business environments. Pursuant to a consulting agreement between the Company and RSI dated August 17, 2015 and subsequent amendments, RSI had performed consulting services for the Company for the period from August 8, 2015 up to March 30, 2016, including assisting the Company with a review and assessment of the Company’s business and the formulation of a business plan to enhance shareholder value going forward. On July 15, 2016, the Company entered into a consulting agreement with RSI to perform consulting services from July 18, 2016 through August 14, 2016 with an option for a three week extended term. Under the consulting agreement, RSI could receive consulting fees of up to $125,000 per week during the initial term. Consulting fees for the extended term, if elected by the Company, could not exceed $500,000 . RSI received consulting fees of $2.4 million for the year ended December 31, 2016. The fees are recorded in restructuring and other charges. In connection with the CMC settlement, RSI received consulting fees of $0.6 million for the year ended December 31, 2017. These fees are recorded in restructuring and other charges. See Note 15 - Litigation, Commitments and Contingencies for additional information. On October 14, 2015, the Company acquired substantially all of the equity of CDI for approximately $6.7 million in cash, shares of the Company's common stock and repayment of debt. Geoff Barrall is the founder and, at the time of acquisition, was also the Chief Executive Officer of CDI. Mr. Barrall was a member of the GlassBridge Board at the time of the acquisition. In consideration for his CDI common shares and options to purchase CDI common shares, Mr. Barrall received approximately $184,000 at the time of the acquisition and he will be eligible to receive up to an additional $260,000 to the extent certain CDI revenue targets are achieved for the 3 consecutive six -month periods commencing January 1, 2016. As of December 31, 2017, none of the revenue targets were met and no such additional payments had been made to Mr. Barrall. In January 2016, the Board approved investing up to 25% of the Company’s cash in investment funds with the focus on producing attractive risk-adjusted rates of return while maintaining liquidity. On February 8, 2016, the Company entered into a subscription agreement to invest up to $20 million of its excess cash from various Company subsidiaries in Clinton Lighthouse. Clinton Lighthouse is a market neutral fund which provides daily liquidity to its investors. Clinton Lighthouse is managed by Clinton. Pursuant to the arrangement, Clinton agreed to waive its customary management fee and agreed to the receipt of any consideration pursuant to incentive compensation in the form of the Company’s common stock at a value of $10.00 per share (as adjusted to reflect the Reverse Stock Split). The closing price of the Company’s common stock on February 8, 2016 was $6.50 (as adjusted to reflect the Reverse Stock Split). The Board, in conjunction with management, reviewed various funds and voted to approve this investment, with Mr. De Perio abstaining from the vote and recusing himself from all related discussions and deliberations. Mr. De Perio is the Chairman of the Board and a Senior Portfolio Manager at Clinton. On March 17, 2016, the Board approved the elimination of the 25% limitation on the amount of the Company’s excess cash that may be invested, such that the Company may invest up to $35 million of its excess cash in Clinton Lighthouse. On April 29, 2016, the Company and Clinton entered into an amended and restated letter agreement in order to adjust the price at which the Company’s stock would be valued for purposes of paying the incentive fee thereunder from $10.00 to $18.00 (as adjusted to reflect Reverse Stock Split) beginning May 1, 2016, subject to adjustment based on the volume weighted average price of the Company’s common stock. As of December 31, 2016, the Company paid Clinton $0.5 million associated with the performance fees earned in 2016. On January 31, 2017, the Company held a special meeting of the stockholders of the Company at which the stockholders approved the issuance of up to 1,500,000 shares (the “Capacity Shares”) of the Company’s common stock (as adjusted to reflect the Reverse Stock Split), par value $0.01 per share (“Common Stock”), pursuant to the Subscription Agreement, dated as of November 22, 2016, by and between the Company and Clinton, as amended by Amendment No. 1 to the Subscription Agreement, dated as of January 9, 2017 (as so amended, the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, on February 2, 2017 (the “Initial Closing Date”), the Company entered into the Capacity and Services Transaction with Clinton Group and GBAM. As consideration for the capacity and services Clinton has agreed to provide under the Capacity and Services Transaction and pursuant to the terms of the Subscription Agreement, the Company issued 1,250,000 shares of the Company’s common stock (as adjusted to reflect the Reverse Stock Split) to Madison Avenue Capital Holdings, Inc. (“Madison”), an affiliate of Clinton, on the Initial Closing Date. The closing price of the Company’s common stock on the Initial Closing Date was $8.10 . The Company also entered into a Registration Rights Agreement with Madison on the Initial Closing Date, relating to the registration of the resale of the Capacity Shares as well as a letter agreement with Madison pursuant to which Madison has agreed to a three -year lockup with respect to any Capacity Shares issued to it. As of December 31, 2017, the short term investment balance in Clinton Lighthouse was $0.4 million compared to $19.5 million as of December 31, 2016. The decrease of $19.1 million mainly relates to $18.7 million of redemptions and approximately $0.4 million of losses for the year ended December 31, 2017. We recorded losses of approximately $4.5 million for the year ended December 31, 2016 related to Clinton Lighthouse, which includes $0.5 million of performance fees. Income or loss including unrealized gains and losses is recorded as a component of "Other income (expense), net" in our Consolidated Statements of Operations. Pursuant to the Capacity and Services Agreement, the Company will no longer incur management or performance fees related to our investment in Clinton Lighthouse. Mr. Strauss serves as our Chief Operating Officer pursuant to the terms of a Services Agreement we entered into with Clinton on March 2, 2017 (the “Services Agreement”). The Services Agreement provides that Clinton will make available one of its employees to serve as Chief Operating Officer of the Company, and any subsidiary of the Company we may designate from time to time, as well as provide to GBAM, our investment adviser subsidiary, certain additional services. Pursuant to the terms of the Services Agreement, we may request that Clinton designate a mutually agreeable replacement employee to serve as Chief Operating Officer or terminate Clinton’s provision of an employee to us for such role. Under the Services Agreement, we have agreed to pay Clinton $125,000 for an initial term concluding on May 31, 2017, which term will automatically renew unless terminated for successive three -month terms at a rate of $125,000 per renewal term. If the Services Agreement is terminated prior to the conclusion of a term, we will be reimbursed for the portion of the prepaid fee attributable to the unused portion of such term. Clinton will continue to pay Mr. Strauss’s compensation and benefits and we have agreed to pay or reimburse Mr. Strauss for his reasonable expenses. Pursuant to the terms of the Services Agreement, we have also agreed to indemnify Mr. Strauss, Clinton, any substitute Chief Operating Officer and certain of their affiliates for certain losses. As of December 31, 2017, the Company paid Clinton $500,000 under this Services Agreement, of which $416,668 is recorded within “Selling, general and administrative” in our Consolidated Statements of Operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events None. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The financial statements are presented on a consolidated basis and include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company owns or controls fifty percent or more of the voting shares and has the right to control. The results of entities disposed of are included in the Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included in the results reported. The operating results of our legacy business segments, Consumer Storage and Accessories and Tiered Storage and Security Solutions (the “Legacy Businesses”), are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations in each period presented represents our global enterprise data storage business with an emerging enterprise-class, private cloud sync and share product line (the “Nexsan Business”, which consists of the products of NXSN’s subsidiaries Nexsan Corporation (together with its subsidiaries other than Connected Data, Inc. ("CDI"), “Nexsan”) and CDI), and our “Asset Management Business,” which consists of our investment advisory business conducted through GBAM, as well as corporate expenses and activities not directly attributable to our Legacy Businesses. Assets and liabilities directly associated with our Legacy Businesses and that are not part of our ongoing operations have been separately presented on the face of our Consolidated Balance Sheets for all periods presented. See Note 4 - Discontinued Operations for further information. On January 23, 2017, we closed a transaction (the “NXSN Transaction”) with NXSN, pursuant to which all of the issued and outstanding common stock of Nexsan (to which all of the outstanding stock of CDI had been contributed) was transferred to NXSN in exchange for 50% of the issued and outstanding common stock of NXSN and a $25 million senior secured convertible promissory note (the “NXSN Note”). Spear Point Private Equity LP (“SPPE”), an affiliate of Spear Point Capital Management, LLC (“Spear Point”), owns the remaining 50% issued and outstanding shares of NXSN common stock and shares of NXSN non-voting preferred stock. As a result of the NXSN Transaction, we identified NXSN as a variable interest entity (“VIE”). We consolidate a VIE in our financial statements if we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is the party that has the power to direct activities that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. Following January 23, 2017, NXSN’s financial results are included in our Consolidated Financial Statements since we made the determination that we are the primary beneficiary of such VIE. Until January 23, 2017, as we owned 100% of the equity interest of Nexsan and CDI, the financial results of Nexsan and CDI were included in our Consolidated Financial Statements as wholly-owned subsidiaries. See Note 14 - Business Segment Information and Geographic Data for additional information. On February 2, 2017, we closed a transaction with Clinton Group, Inc. (“Clinton”) which has facilitated the launch of our Asset Management Business, which consists of our investment advisory business conducted through GBAM (the “Capacity and Services Transaction”). See Note 6 - Intangible Assets and Goodwill and Note 16 - Related Party Transactions for further information. On February 21, 2017, we effected a 1:10 reverse split of our common stock, without any change in the par value per share (the “Reverse Stock Split”), and decreased the number of authorized shares of our common stock from 100,000,000 to 10,000,000 . All share and per share values of our common stock for all periods presented are retroactively restated for the effect of the Reverse Stock Split. In June 2017, we launched our first GBAM-managed investment fund (the “GBAM Fund”) which focuses on technology-driven quantitative strategies and other alternative investment strategies. As of December 31, 2017, we had invested certain of our cash as proprietary capital in the GBAM Fund. The GBAM Fund's financial results are included in our Consolidated Financial Statements as part of the Asset Management Business since we owned 100% of its net assets. Our cash and cash equivalents balance as of December 31, 2017 included the proprietary capital invested in the GBAM Fund. See Note 14 - Business Segment Information and Geographic Data for additional information. 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. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported asset and liability amounts and the contingent asset and liability disclosures at the date of the financial statements, as well as the revenue and expense amounts reported during the period. Actual results could differ from those estimates. |
Foreign Currency | For our international operations, where the local currency has been determined to be the functional currency, assets and liabilities are translated at year-end exchange rates with cumulative translation adjustments included as a component of shareholders’ equity. Income and expense items are translated at average foreign exchange rates prevailing during the year. Gains and losses from foreign currency transactions are included in our Consolidated Statements of Operations. |
Cash Equivalents | Cash equivalents consist of highly liquid investments with an original maturity of three months or less at the time of purchase. The carrying amounts reported in our Consolidated Balance Sheets for cash equivalents approximate fair value. |
Restricted Cash | Cash related to contractual obligations or restricted by management for specific use is classified as restricted and is included in other current assets and non-current assets on our Consolidated Balance Sheets depending on the timing of the restrictions. |
Investments | Investment securities are classified into one of three categories: (1) held-to-maturity, (2) available-for-sale, or (3) trading. The Company's short term investment balances as of December 31, 2017 and 2016 included trading securities, which are measured at fair value. The corresponding gain or loss associated with these trading securities is reported in our Consolidated Statements of Operations as a component of "Other income (expense), net". Trading securities are bought and held principally for the purpose of selling them in the near term therefore are only held for a short period of time. |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price in an orderly transaction between market participants on the measurement date. A three-level hierarchy is used for fair value measurements based upon the observability of the inputs to the valuation of an asset or liability as of the measurement date. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. A financial instrument's level within the hierarchy is based on the highest level of any input that is significant to the fair value measurement. The Company measures certain assets and liabilities including cash and cash equivalents, our contingent consideration obligations associated with the acquisition of CDI and investments in trading securities at their estimated fair value on a recurring basis. The Company's non-financial assets such as goodwill, intangible assets and property, plant and equipment are recorded at fair value on a nonrecurring basis. |
Trade Accounts Receivable and Allowances | Trade accounts receivable are stated net of estimated allowances, which primarily represent estimated amounts associated with customer returns, discounts on payment terms and the inability of certain customers to make the required payments. When determining the allowances, we take several factors into consideration, including prior history of accounts receivable credit activity and write-offs, the overall composition of accounts receivable aging, the types of customers and our day-to-day knowledge of specific customers. Changes in the allowances are recorded as reductions of net revenue or as bad debt expense (included in selling, general and administrative expense), as appropriate, in our Consolidated Statements of Operations. In general, accounts which have entered into an insolvency action, have been returned by a collection agency as uncollectible or whose existence can no longer be confirmed are written off in full and both the receivable and the associated allowance are removed from our Consolidated Balance Sheet. If, subsequent to the write-off, a portion of the account is recovered, it is recorded as a reduction of bad debt expense in our Consolidated Statements of Operations at the time cash is received. |
Inventories | Inventories, which principally consists of parts used in assembly, are valued at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. We provide estimated inventory write-downs for excess, slow-moving and obsolete inventory as well as inventory with a carrying value in excess of estimated net realizable value. |
Property, Plant and Equipment, net | Property, plant and equipment, including leasehold and other improvements that extend an asset’s useful life or productive capabilities, are recorded at cost less accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed are removed from the related accounts, and the gains or losses are reflected in the results of operations. Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives. The estimated depreciable lives range from 10 to 20 years for buildings and 5 to 10 years for machinery and equipment. Leasehold and other improvements are amortized over the remaining life of the lease or the estimated useful life of the improvement, whichever is shorter. |
Intangible Assets | We record all assets and liabilities acquired in purchase acquisitions, including intangibles, at estimated fair value. The initial recognition of intangible assets, the determination of useful lives and, if necessary, subsequent impairment analyses require management to make subjective estimates of how the acquired assets will perform in the future using certain valuation methods. |
Goodwill | Goodwill is the excess of the cost of an acquired entity over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is considered impaired when its carrying amount exceeds its implied fair value. The Company may assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If we determine in this assessment that the fair value of the reporting unit is more than its carrying amount we may conclude that there is no need to perform Step 1 of the impairment test. We have an unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing Step 2 of the goodwill impairment test. Step 1 of the impairment test involves comparing the fair value of the reporting unit to which goodwill was assigned to its carrying amount. If fair value is deemed to be less than carrying value, Step 2 of the impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of the reporting unit's goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of the reporting unit's goodwill, an impairment loss must be recognized for the excess. This involves measuring the fair value of the reporting unit's assets and liabilities (both recognized and unrecognized) at the time of the impairment test. The difference between the reporting unit's fair value and the fair values assigned to the reporting unit's individual assets and liabilities is the implied fair value of the reporting unit's goodwill. |
Impairment of Long-Lived Assets | We periodically review the carrying value of our property and equipment and our intangible assets to test whether current events or circumstances indicate that such carrying value may not be recoverable. For the testing of long-lived assets that are "held for use," if the tests indicate that the carrying value of the asset group that contains the long-lived asset being evaluated is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment loss would be recognized. The impairment loss is determined by the amount by which the carrying value of such asset group exceeds its estimated fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Management judgment is necessary to estimate the fair value of assets and, accordingly, actual results could vary significantly from such estimates. |
Restructuring | Restructuring generally includes significant actions involving employee-related severance charges, contract termination costs, and impairment or accelerated depreciation/amortization of assets associated with such actions. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which is typically when management approves the associated actions. Contract termination and other charges primarily reflect costs to terminate a contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. Asset impairment charges related to intangible assets and property, plant and equipment reflect the excess of the assets' carrying values over their fair values. |
Revenue Recognition | We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, installation has been completed (if applicable) or services have been rendered, fees are fixed or determinable and collectability is reasonably assured. For product sales, delivery is considered to have occurred when the risks and rewards of ownership transfer to the customer. We base our estimates for returns on historical experience and have not experienced significant fluctuations between estimated and actual return activity. The majority of the Company’s Nexsan products have both software and non-software components that together deliver the products’ essential functionality. The software is embedded within the hardware and sold together as a single storage solution to the customer. Accordingly, the software and non-software components do not qualify as separate units of accounting as prescribed in Accounting Standards Codification (“ASC”) 605-25 and are combined as a single unit of accounting. There are no situations where revenue is recognized separately for software. We also offer services in conjunction with our Nexsan products which may include installation, training, hardware maintenance and software support. For such services that are determined to be essential to the functionality of the product, the product and services do not qualify as separate units of accounting as prescribed in ASC 605-25 and are combined as a single unit of accounting. In situations where the sale of our Storage and Security Solutions products and associated services qualify as multiple element arrangements, we allocate arrangement consideration to each unit of accounting based on its relative selling price, and revenue is recognized for each element when all of the criteria for revenue recognition for such elements have been met. Revenue associated with stand-alone service arrangements (such as maintenance arrangements) that are sold separately is recorded ratably over the service period. |
Rebates | Rebates that are provided to our customers are accounted for as a reduction of revenue at the time of sale based on an estimate of the cost to honor the related rebate programs. The rebate programs that we offer vary across our businesses as we serve numerous markets. The most common incentives relate to amounts paid or credited to customers that are volume-based and rebates to support promotional activities. |
Concentrations of Credit Risk | The Company sells storage solution products and services to small and medium-size enterprise customers across a range of vertical markets exclusively through our worldwide network of value-added resellers ("VARs") and performs ongoing credit evaluations of our customers’ financial condition. |
Cost of Goods Sold | Cost of goods sold includes raw materials, direct labor, manufacturing overhead, shipping and receiving costs, freight costs, depreciation of manufacturing equipment and other less significant indirect costs related to the production of our products. |
Selling, General and Administrative (SG&A) Expenses | SG&A expenses include sales and marketing, customer service, finance, legal, human resources, information technology, general management and similar expenses. |
Research and Development Costs | Research and development costs are expensed as incurred. Research and development costs include salaries, payroll taxes, employee benefit costs, supplies, depreciation and maintenance of research equipment. |
Rebates Received | We receive rebates from some of our inventory vendors if we achieve pre-determined purchasing thresholds. These rebates are accounted for as a reduction of the price of the vendor's products and are included as a reduction of our cost of goods sold in the period in which the purchased inventory is sold. |
Income Taxes | On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”). The Tax Reform Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax, a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. We have discussed the provisions that affect the Company’s financial statements in further detail where appropriate. We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax obligations based on expected taxable income, statutory tax rates and tax credits allowed in the various jurisdictions in which we operate. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some are temporary differences that will reverse over time. Temporary differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We must assess the likelihood that our deferred tax assets will be realized and establish a valuation allowance to the extent necessary. We record income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We measure deferred tax assets and liabilities using the enacted statutory tax rates that are expected to apply in the years in which the temporary differences are expected to be recovered or paid. Due to the Tax Reform Act’s reduction in corporate statutory tax rates effective after 2017, we have remeasured our deferred tax assets effective December 31, 2017 where appropriate. We regularly assess the likelihood that our deferred tax assets will be recovered in the future. In accordance with accounting rules, a valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered to be more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. If we determine it is more-likely-than-not that we will not realize all or part of our deferred tax assets, an adjustment to the deferred tax asset will be charged to earnings in the period such determination is made. Our income tax returns are subject to review by various U.S. and foreign taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. |
Treasury Stock | Our repurchases of shares of common stock are recorded at cost as treasury stock and are presented as a reduction of shareholders’ equity. When treasury shares are reissued, we use a last-in, first-out method, and the difference between repurchase cost and fair value at reissuance is treated as an adjustment to equity. |
Stock-Based Compensation | Stock-based compensation awards classified as equity awards are measured at fair value at the date of grant and expensed over their vesting or service periods. We also have stock appreciation rights outstanding which are considered liability awards as the settlement of these awards, if they were to vest, would be in cash. If these awards were determined to be probable of achieving its stock price conditions and revenue performance conditions, we would record the estimated fair value of such awards as a liability and re-measure their estimated value each reporting period. The performance targets were not met for the outstanding stock appreciation rights (“SARs”) and will be subsequently canceled. 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. |
Income (Loss) per Common Share | Basic income (loss) per common share is calculated using the weighted average number of shares outstanding during the year. Unvested restricted stock and treasury shares are excluded from the calculation of basic weighted average number of common shares outstanding. Once restricted stock vests, it is included in our common shares outstanding. 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. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled to receive in exchange for those goods or services. This ASU sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU No. 2014-09 by one year, but permits companies to adopt one year earlier if they choose (i.e., the original effective date). As such, ASU No. 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2017. In March and April 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net) and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, respectively, which clarifies the guidance on reporting revenue as a principal versus agent, identifying performance obligations and accounting for intellectual property licenses. In addition, in May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends certain narrow aspects of Topic 606, and in December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects of Topic 606. The new standard permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company will adopt the standard beginning in the first quarter of 2018 using the modified retrospective method. The Company is currently finalizing its analysis of the impact of ASU No. 2014-09 on its consolidated results of operations and financial position. The new standard will result in additional revenue-related disclosures in the footnotes to the consolidated financial statements. The Company expects the revenue recognition for its portfolio of hardware, software and services offerings to remain largely unchanged. Any impacts to revenue recognition are not expected to be material. Since the Company currently expenses sales commissions as incurred, the requirement in the new standard to capitalize certain sales commissions will result in an accounting change for the Company. This change is not expected to be material to the consolidated financial results, with no impact to cash flows. We will be finalizing our assessment in advance of the filing of our first quarter 2018 Form 10-Q. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Sub-Topic 205-40), which provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This standard is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. The adoption of this standard on January 1, 2017 has not had an impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. ASU No. 2015-11 replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. This standard was effective prospectively beginning January 1, 2017, with early adoption permitted. This standard did not have a material impact on the Company’s consolidated results of operations or financial condition. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU No. 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (“OCI”). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). ASU No. 2016-01 also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (“FVO”) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. This standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company does not expect a material impact from adopting this standard on its consolidated results of operations and financial condition. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees with capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of adopting this standard on its consolidated results of operations and financial condition. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows. ASU No. 2016-09 was effective for the Company beginning in its first quarter of 2017. This standard did not have a material impact on the Company’s consolidated results of operations or financial condition. In October 2016, the FASB issued ASU No. 2016-17, Interests Held through Related Parties That Are under Common Control, which modifies existing guidance with respect to how a decision maker that holds an indirect interest in a VIE through a common control party determines whether it is the primary beneficiary of the VIE as part of the analysis of whether the VIE would need to be consolidated. Under ASU No. 2016-17, a decision maker would need to consider only its proportionate indirect interest in the VIE held through a common control party. Previous guidance had required the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. As a result of ASU No. 2016-17, in certain cases, previous consolidation conclusions may change. The standard was effective January 1, 2017 with retrospective application to January 1, 2016. This standard did not have a material impact on the Company’s consolidated results of operations or financial condition. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under ASU No. 2016-18, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. For the Company, this ASU is effective January 1, 2018, with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. The Company does not expect this standard to have a material impact on its consolidated statements of cash flows. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements related to the presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. This ASU requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if such a subtotal is presented. In addition, only service costs are eligible for capitalization. The standard will be effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect a material impact from adopting this standard on its consolidated results of operations and financial condition. In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting. This ASU provides clarification on when modification accounting should be used for changes to the terms and conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The standard will be effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendment should be applied prospectively to an award modified on or after the adoption date. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated results of operations and financial condition. I n 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 (Tax Reform Act), enacted on December 22, 2017. ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate. The amendments of this ASU allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 31, 2018; however, public business entities are allowed to early adopt the amendments of ASU 2018-02 in any interim period for which the financial statements have not yet been issued. The amendments of this ASU may be applied either at the beginning of the period (annual or interim) of adoption or retrospectively to each of the period(s) in which the effect of the change in the U.S. federal corporate tax rate in the Tax Reform Act is recognized. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements. |
Income (Loss) per Common Share
Income (Loss) per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 (In millions, except per share amounts) Numerator: Loss from continuing operations $ (22.9 ) $ (39.8 ) Less: loss attributable to noncontrolling interest (10.2 ) — Net loss from continuing operations attributable to GlassBridge Enterprises, Inc. (12.7 ) (39.8 ) Income (loss) from discontinued operations 4.3 (85.4 ) Net loss attributable to GlassBridge Enterprises, Inc. $ (8.4 ) $ (125.2 ) Denominator: Weighted average number of common shares outstanding during the period 4.7 3.7 Dilutive effect of stock-based compensation plans — — Weighted average number of diluted shares outstanding during the period 4.7 3.7 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (2.70 ) $ (10.76 ) Discontinued operations 0.91 (23.08 ) Net loss $ (1.79 ) $ (33.84 ) Anti-dilutive shares excluded from calculation 0.3 0.4 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Key Components of Discontinued Operations | The key components of the results of discontinued operations were as follows: For the Years Ended December 31, 2017 2016 (In millions) Net revenue $ 0.3 $ 2.0 Cost of goods sold 0.2 0.6 Gross profit 0.1 1.4 Selling, general and administrative 4.1 6.0 Research and development — 0.5 Restructuring and other (13.7 ) 8.4 Other net expense 2.0 0.6 Reclassification of cumulative translation adjustment — 75.8 Income (loss) from discontinued operations, before income taxes 7.7 (89.9 ) Gain on sale of discontinued businesses, before income taxes — 3.8 Income tax (provision) benefit (3.4 ) 0.7 Income (loss) from discontinued businesses, net of income taxes $ 4.3 $ (85.4 ) |
Supplemental Balance Sheet In28
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable Reserves and Allowances | See the table below for additional information on reserves and allowances. Accounts Receivable (In millions) Reserves and Allowances Balance, as of December 31, 2015 $ 0.6 Additions 0.1 Write-offs, net of recoveries (0.5 ) Balance, as of December 31, 2016 $ 0.2 Additions 0.2 Write-offs, net of recoveries — Balance, as of December 31, 2017 $ 0.4 |
Schedule of Additional Supplemental Balance Sheet Information | Property, plant and equipment balances as of the years ended December 31, 2017 and 2016 include the following: As of December 31, 2017 2016 (In millions) Property, Plant and Equipment Buildings and leasehold improvements 0.5 $ 3.3 Machinery and equipment 10.0 9.4 Total 10.5 12.7 Less accumulated depreciation (9.7 ) (9.9 ) Property, plant and equipment, net $ 0.8 $ 2.8 |
Schedule of Other Current Liabilities | Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2017 2016 (In millions) Accrued payroll $ 1.5 $ 2.6 Deferred revenue 7.2 6.7 Restructuring accruals (Note 7) 0.3 — Levy accruals 5.6 4.9 Other current liabilities 2.1 1.8 Total other current liabilities $ 16.7 $ 16.0 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents the remaining intangible assets balance as of December 31 2017 and 2016: 2017 2016 (In millions) Cost $ 10.1 $ 4.3 Accumulated amortization (1.9 ) (0.9 ) Intangible assets, net $ 8.2 $ 3.4 The following table presents the changes in intangible assets: Intangible Assets (In millions) December 31, 2016 $ 3.4 Acquisition 10.1 Amortization (2.6 ) Impairment charges (2.7 ) December 31, 2017 $ 8.2 |
Schedule of Intangible Asset Amortization Expense | Amortization expense from continuing operations for intangible assets consisted of the following: Years Ended December 31, 2017 2016 (In millions) Amortization expense $ 2.6 $ 0.8 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on the intangible assets in service as of December 31, 2017 , estimated amortization expenses for each of the next five years ending December 31 is as follows: 2018 2019 2020 2021 2022 (In millions) Amortization expense $ 2.0 $ 2.0 $ 2.0 $ 2.0 $ 0.2 |
Schedule of Changes in Goodwill Allocated to Reportable Segments | The following table presents the changes in goodwill: Nexsan (in millions) Balance as of December 31, 2015: $ 3.8 Acquisition — Impairment charges — Balance as of December 31, 2016: 3.8 Acquisition — Impairment charges (3.8 ) Balance as of December 31, 2017: $ — |
Restructuring and Other Expen30
Restructuring and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Components of Restructuring and Other Expense for Continuing Operations | 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, 2017 2016 (In millions) Restructuring Expense: Severance and related $ 1.4 $ 0.6 Loss on abandonment of unused property, plant and equipment 1.6 — Other (1) (2.1 ) — Total restructuring $ 0.9 $ 0.6 Other Expense: Pension settlement/curtailment (Note 9) $ 1.1 $ 2.9 Asset disposals / write down — 0.1 Other (2) (0.1 ) 4.0 Total other $ 1.0 $ 7.0 Total $ 1.9 $ 7.6 (1) For the year ended December 31, 2017, other includes $1.4 million net gain from an asset sale, $0.3 million reversal of contingent consideration obligations related to the CDI acquisition (see Note 15 - Litigation, Commitments and Contingencies for additional information), and $0.4 million reversal of other employee costs. We have considered these costs to be attributable to our corporate activities and, therefore, they are not part of our discontinued operations. (2) For the year ended December 31, 2016, other includes consulting expenses of $2.4 million and $1.4 million for Realization Services, Inc. (See Note 16 - Related Party Transactions for additional information) and Otterbourg P.C., respectively, a net credit of $2.2 million for property tax refund for the former Oakdale site, as well as $2.4 million for other employee costs and consulting fees directly attributable to our Restructuring Plan. We have considered these costs to be attributable to our corporate activities and, therefore, they are not part of our discontinued operations. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Compensation Expense | Stock compensation consisted of the following: Years Ended December 31, 2017 2016 (In millions) Stock compensation expense $ (0.1 ) $ 0.8 |
Schedule of Weighted Average Assumptions Used in the Valuation of Options | The following table summarizes our weighted average assumptions used in the valuation of options for the years ended December 31. There were no stock options granted in 2017. 2017 2016 Volatility N/A 44 % Risk-free interest rate N/A 1.55 % Expected life (months) N/A 72 Dividend yield N/A — % |
Schedule 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, 2015 455,122 $ 90.22 4.4 Granted (4,500 ) 8.30 Exercised (722 ) 14.00 Canceled (116,843 ) 158.77 Forfeited (46,350 ) 14.93 Outstanding December 31, 2016 286,707 $ 77.51 3.8 Granted — — Exercised — — Canceled (71,400 ) 80.23 Forfeited (25,841 ) 16.42 Outstanding December 31, 2017 189,466 $ 84.81 1.8 Exercisable as of December 31, 2017 183,466 $ 87.12 87.12 1.6 |
Schedule of Restricted Stock Activity | The following table summarizes our restricted stock activity: Restricted Stock Weighted Average Grant Date Fair Value Per Share Nonvested as of December 31, 2015 116,278 $ 23.36 Granted 7,730 5.30 Vested (34,310 ) 23.82 Forfeited (9,773 ) 25.51 Nonvested as of December 31, 2016 79,925 $ 20.64 Granted 206,666 3.36 Vested (5,404 ) 10.00 Forfeited (67,205 ) 22.84 Nonvested as of December 31, 2017 213,982 $ 3.53 |
Schedule of Stock Appreciation Rights (SARs) | The following table summarizes our stock appreciation rights activity: Stock Appreciation Rights Outstanding as of December 31, 2015 379,495 Granted — Canceled (169,533 ) Outstanding as of December 31, 2016 209,962 Granted — Canceled (138,526 ) Outstanding as of December 31, 2017 71,436 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligation and Plan Assets, and Net Funded Status | The benefit obligations and plan assets, changes to the benefit obligations and plan assets, and the funded status of the defined benefit pension plans were as follows: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Change in benefit obligation Benefit obligation, beginning of year $ 64.9 $ 72.8 $ 24.1 $ 22.8 Interest cost 2.5 2.9 0.4 0.6 Actuarial (gain) loss 2.5 1.1 (0.1 ) 2.5 Benefits paid (2.5 ) (2.3 ) (1.0 ) (0.9 ) Settlement payments (3.7 ) (9.6 ) — — Foreign exchange rate changes — — 3.4 (0.9 ) Projected benefit obligation, end of year $ 63.7 $ 64.9 $ 26.8 $ 24.1 Change in plan assets Fair value of plan assets, beginning of year $ 49.8 $ 59.1 $ 15.2 $ 18.6 Actual return on plan assets 4.8 2.5 1.1 0.7 Foreign exchange rate changes — — 2.1 (0.5 ) Company contributions 0.4 0.1 0.1 (2.7 ) Benefits paid (2.5 ) (2.3 ) (1.0 ) (0.9 ) Settlement payments (3.7 ) (9.6 ) — — Fair value of plan assets, end of year 48.8 49.8 17.5 15.2 Funded status of the plan, end of year $ (14.9 ) $ (15.1 ) $ (9.3 ) $ (8.9 ) |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in our Consolidated Balance Sheets consisted of the following: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Noncurrent liabilities (14.9 ) (15.1 ) (9.3 ) (8.9 ) Accumulated other comprehensive loss — pre-tax 18.9 19.3 9.8 9.4 |
Schedule of Amounts Recognized in Other Comprehensive Loss | Pre-tax amounts recognized in accumulated other comprehensive loss consisted of the following: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Net actuarial loss $ 18.9 $ 19.3 $ 9.8 $ 9.4 Total $ 18.9 $ 19.3 $ 9.8 $ 9.4 |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following table includes information for pension plans with an accumulated benefit obligation in excess of plan assets. United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 (In millions) Projected benefit obligation, end of year $ 63.7 $ 64.9 $ 26.8 $ 24.1 Accumulated benefit obligation, end of year 63.7 64.9 26.8 24.1 Plan assets at fair value, end of year 48.8 49.8 17.5 15.2 |
Schedule of Net Benefit Costs | Components of net periodic pension cost included the following: United States Germany Years Ended December 31, Years Ended December 31, 2017 2016 2017 2016 (In millions) Interest cost 2.5 2.9 0.4 0.6 Expected return on plan assets (3.3 ) (3.8 ) (0.6 ) (0.6 ) Amortization of net actuarial loss 0.3 0.4 0.4 0.2 Net periodic pension cost (credit) (0.5 ) (0.5 ) 0.2 0.2 Settlements and curtailments 1.1 2.9 — Total pension cost $ 0.6 $ 2.4 $ 0.2 $ 0.2 |
Schedule of Assumptions Used | Assumptions used to determine benefit obligations were as follows: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 Discount rate 3.50 % 4.00 % 1.56 % 1.60 % Rate of compensation increase — % — % — % — % Assumptions used to determine net periodic benefit costs were as follows: United States Germany As of December 31, As of December 31, 2017 2016 2017 2016 Discount rate 4.00 % 4.25 % 1.56 % 1.60 % Expected return on plan assets 6.50 % 6.50 % 3.50 % 3.50 % Rate of compensation increase — % — % — % — % |
Schedule of Allocation of Plan Assets | The plans' asset allocations by asset category were as follows: United States International As of December 31, As of December 31, 2017 2016 2017 2016 Short-term investments 1 % 1 % — % — % Fixed income securities 27 % 60 % — % — % Equity securities 72 % 39 % — % — % Insurance contracts — % — % 100 % 100 % Total 100 % 100 % 100 % 100 % |
Schedule of Expected Benefit Payments | As of December 31, 2017 , the following reflects estimated future benefit payments in each of the next five years and in the aggregate for the five years thereafter: United States International (In millions) 2018 $14.7 $1.0 2019 3.9 1.1 2020 4.1 1.1 2021 4.4 1.1 2022 4.1 1.2 2022-2026 18.6 5.9 |
Schedule of Fair Value of Plan Assets | The fair value of the plan assets by asset category were as follows: United States December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 0.5 $ 0.5 $ — $ — Mutual Funds Equity securities Large-cap growth funds * 19.0 — — — International growth fund * 15.7 — — — Common stocks 0.6 0.6 — — Commingled trust funds * 13.0 — — — Total $ 48.8 $ 1.1 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 17.5 — 17.5 — Total $ 17.5 $ — $ 17.5 $ — United States December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Short-term investments Money market securities $ 0.5 $ 0.5 $ — $ — Mutual Funds Equity securities Large-cap growth funds * 11.5 — — — International growth fund * 3.4 — — — Common stocks 4.3 4.3 — — Commingled trust funds * 30.1 — — — Total $ 49.8 $ 4.8 $ — $ — * In accordance with ASC 820-10, certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the fair value of plan assets. International December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Insurance contracts 15.2 — 15.2 — Total $ 15.2 $ — $ 15.2 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 (In millions) U.S. $ (29.4 ) $ (34.9 ) International 0.7 (4.8 ) Total $ (28.7 ) $ (39.7 ) |
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, 2017 2016 (In millions) Current Federal $ 5.9 $ — International (0.1 ) (0.1 ) Deferred International — — Total $ 5.8 $ (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 ( 35 percent ) because of the following items, stated before reduction of the minority interest: Years Ended December 31, 2017 2016 (In millions) Tax at statutory U.S. tax rate $ 10.0 $ 13.9 State income taxes, net of federal benefit 1.0 0.7 Net effect of international operations 1.2 (0.8 ) Federal rate reduction effect on deferred tax assets (104.9 ) — Valuation allowances 91.8 (14.3 ) Tax on unremitted earnings of foreign subsidiaries 5.1 3.1 U.S. tax on foreign earnings (0.2 ) (0.8 ) Stock-based compensation (0.9 ) (1.6 ) Uncertain tax positions — (0.1 ) Goodwill impairment (1.4 ) — Minimum tax credit refundable 2.2 — Reclassification to discontinued operations and other 1.9 (0.2 ) Income tax (provision) benefit $ 5.8 $ (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, 2017 2016 (In millions) Accounts receivable allowances $ — $ 0.4 Inventories 1.9 3.7 Compensation and employee benefits 1.5 3.9 Tax credit carryforwards 23.9 28.4 Net operating loss carryforwards 190.9 278.6 Accrued liabilities and other reserves 2.1 6.1 Pension 6.7 8.6 Property, plant and equipment (0.1 ) 0.5 Intangible assets, net 0.3 — Capital losses 9.4 14.1 Other, net 1.3 1.3 Total deferred tax assets 237.9 345.6 Valuation allowance (237.9 ) (340.5 ) Net deferred tax assets — 5.1 Intangible assets, net — (1.2 ) Unremitted earnings of foreign subsidiaries (1.0 ) (6.1 ) Total deferred tax liabilities (1.0 ) (7.3 ) Valuation allowance — 1.2 Total deferred tax liabilities (1.0 ) (6.1 ) Net deferred tax liabilities $ (1.0 ) $ (1.0 ) |
Components of Deferred Tax Balances | The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2017 2016 (In millions) Deferred tax liability - non-current (1.0 ) (1.0 ) Total $ (1.0 ) $ (1.0 ) |
Schedule of Unrecognized Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2017 2016 (In Millions) Beginning Balance $ 1.3 $ 1.7 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years — — Settlements with taxing authorities — — Reductions due to lapse of statute of limitations (0.4 ) (0.4 ) Total 0.9 1.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis for year ended December 31, 2017 and December 31, 2016: Description December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ 0.2 $ 0.2 $ — $ — Description December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) (In millions) Assets: Trading securities $ 2.5 $ 2.5 $ — $ — Liabilities: Contingent consideration associated with CDI acquisition $ 0.3 $ — $ — $ 0.3 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Treasury Stock | The following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2015 715,947 Purchases 24,086 Exercise of stock options (722 ) Restricted stock grants and other 4,780 Balance as of December 31, 2016 744,091 Purchases 27,950 Restricted stock grants and other (138,102 ) Balance as of December 31, 2017 633,939 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss and related activity consisted of the following: Defined Benefit Plans Foreign Currency Translation Total (In millions) Balance as of December 31, 2016 $ (19.6 ) $ (1.0 ) $ (20.6 ) Other comprehensive (loss) income before reclassifications, net of tax (1) — 0.3 0.3 Amounts reclassified from accumulated other comprehensive loss, net of tax 1.4 — 1.4 Net current period other comprehensive income (loss) 1.4 0.3 1.7 Balance as of December 31, 2017 $ (18.2 ) $ (0.7 ) $ (18.9 ) (1) No income tax expense was recorded for liability adjustments for defined benefit plans for the year ended December 31, 2017 . |
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, 2017 are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Loss is Presented (In millions) Amortization of net actuarial loss 0.3 Selling, general and administrative Pension settlement loss 1.2 Restructuring and other Net pension adjustments, net of tax 1.5 Total reclassifications for the period $ 1.5 |
Business Segment Information 36
Business Segment Information and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue and Operating Income (Loss) by Segment | Net revenue and operating loss from continuing operations by segment were as follows: Years Ended December 31, 2017 2016 (In millions) Net Revenue Nexsan Business $ 36.5 $ 44.1 Asset Management Business — — Total net revenue $ 36.5 $ 44.1 Years Ended December 31, 2017 2016 (In millions) Operating loss from continuing operations Nexsan Business $ (12.0 ) $ (17.5 ) Asset Management Business (4.3 ) — Total segment operating loss (16.3 ) (17.5 ) Corporate and unallocated (4.6 ) (9.9 ) Goodwill impairment (3.8 ) — Intangibles assets impairment (2.7 ) — Restructuring and other (1.9 ) (7.6 ) Total operating loss (29.3 ) (35.0 ) Interest income — 0.2 Net gains from GBAM Fund activities 1.2 — Other income (expense), net (0.6 ) (4.9 ) Loss from continuing operations before income taxes $ (28.7 ) $ (39.7 ) |
Schedule of Net Revenue by Geographical Region | The following table presents net revenue by geographical region based on the country in which the revenue originated: Years Ended December 31, 2017 2016 (In millions) Net Revenue United States $ 19.9 $ 34.0 United Kingdom 16.6 10.1 Total $ 36.5 $ 44.1 |
Schedule of Long-Lived Assets by Geographical Region | The following table presents long-lived assets by geographical region: As of December 31, 2017 2016 (In millions) Long-Lived Assets United States $ 0.3 $ 2.0 International 0.5 0.8 Total $ 0.8 $ 2.8 |
Litigation, Commitments and C37
Litigation, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: 2017 2016 (In millions) Minimum lease payments $ 1.2 $ 3.6 Contingent rentals — (2.0 ) Total rental expense, net $ 1.2 $ 1.6 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table sets forth the minimum rental payments under operating leases with non-cancellable terms in excess of one year as of December 31, 2017 . The Company kept a small team and its headquarters in Minnesota starting in 2016, and those lease costs are included below. 2018 2019 2020 2021 2022 Thereafter Total (In millions) Minimum lease payments $ 0.7 $ 0.4 $ 0.2 $ 0.1 $ 0.1 $ 0.1 $ 1.6 |
Background and Basis of Prese38
Background and Basis of Presentation - Additional Information (Details) $ in Millions | Feb. 21, 2017shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Feb. 20, 2017shares | Jan. 31, 2017shares | Jan. 23, 2017USD ($) | Jan. 22, 2017 | Dec. 31, 2016USD ($)shares |
Basis of Presentation [Line Items] | |||||||||
Reverse stock split conversion ratio | 0.1 | ||||||||
Common stock, shares authorized (in shares) | shares | 10,000,000 | 10,000,000 | 100,000,000 | 1,500,000 | 10,000,000 | ||||
Working capital | $ 6.7 | ||||||||
Cash balance and short-term investments | 9.5 | ||||||||
Levy accruals | 5.6 | $ 4.9 | |||||||
NXSN Acquisition Corp. | |||||||||
Basis of Presentation [Line Items] | |||||||||
Noncontrolling interest, percentage held by noncontrolling owners | 50.00% | ||||||||
Senior secured convertible promissory note | $ 25 | ||||||||
Noncontrolling interest, percentage held by parent | 50.00% | 100.00% | |||||||
Corporate, non-segment | Scenario, Forecast | |||||||||
Basis of Presentation [Line Items] | |||||||||
Increase (decrease) in expected cash flows | $ 0.5 | ||||||||
Nexsan Corporation | |||||||||
Basis of Presentation [Line Items] | |||||||||
Deferred revenue | 7.1 | ||||||||
Nexsan Corporation | Scenario, Forecast | |||||||||
Basis of Presentation [Line Items] | |||||||||
Decrease in operating expenses, percent | 40.00% | ||||||||
Decrease in operating expenses due to cost savings | $ 10 | ||||||||
ECJ Copyright Levy | |||||||||
Basis of Presentation [Line Items] | |||||||||
Levy accruals | $ 5.6 | $ 4.9 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Line Items] | ||
Restricted cash | $ 200,000 | $ 200,000 |
Depreciation of continuing and discontinued operations | 1,500,000 | 1,700,000 |
Depreciation | 1,500,000 | 1,400,000 |
Depreciation expense related to the discontinued businesses | $ 0 | $ 300,000 |
Customer Concentration Risk | Sales Revenue, Net | One Major Customer | ||
Accounting Policies [Line Items] | ||
Concentration risk percentage | 23.00% | 19.00% |
Customer Concentration Risk | Accounts Receivable | One Major Customer | ||
Accounting Policies [Line Items] | ||
Concentration risk percentage | 18.00% | 10.00% |
Customer Concentration Risk | Accounts Receivable | Second Customer | ||
Accounting Policies [Line Items] | ||
Concentration risk percentage | 11.00% | |
Building | Minimum | ||
Accounting Policies [Line Items] | ||
Useful lives | 10 years | |
Building | Maximum | ||
Accounting Policies [Line Items] | ||
Useful lives | 20 years | |
Machinery and equipment | Minimum | ||
Accounting Policies [Line Items] | ||
Useful lives | 5 years | |
Machinery and equipment | Maximum | ||
Accounting Policies [Line Items] | ||
Useful lives | 10 years | |
Discontinued Operations | ||
Accounting Policies [Line Items] | ||
Discontinued operations restricted cash, current | $ 9,400,000 | |
Discontinued operations, restricted cash, noncurrent | $ 1,700,000 | $ 1,700,000 |
Income (Loss) per Common Shar40
Income (Loss) per Common Share - Computation of Weighted Average Basic and Diluted Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
Loss from continuing operations | $ (22.9) | $ (39.8) |
Less: loss attributable to noncontrolling interest | (10.2) | 0 |
Net loss from continuing operations attributable to GlassBridge Enterprises, Inc. | (12.7) | (39.8) |
Income (loss) from discontinued operations | 4.3 | (85.4) |
Net loss attributable to GlassBridge Enterprises, Inc. | $ (8.4) | $ (125.2) |
Denominator: | ||
Weighted average number of common shares outstanding during the period | 4.7 | 3.7 |
Dilutive effect of stock-based compensation plans | 0 | 0 |
Weighted average number of diluted shares outstanding during the period | 4.7 | 3.7 |
Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: | ||
Continuing operations (in dollars per share) | $ (2.70) | $ (10.76) |
Discontinued operations (in dollars per share) | 0.91 | (23.08) |
Net loss (in dollars per share) | $ (1.79) | $ (33.84) |
Anti-dilutive shares excluded from calculation (in shares) | 0.3 | 0.4 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) | Jan. 04, 2016USD ($)trademark | Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 29, 2016USD ($)periodagreement |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Reclassification of cumulative translation adjustment | $ 0 | $ 75,800,000 | ||||
Current liabilities of discontinued operations | $ 39,700,000 | 5,300,000 | 39,700,000 | |||
Gain on insurance and asset claim recovery | 1,200,000 | |||||
Severance and other charges | 600,000 | 700,000 | ||||
Current assets of discontinued operations | 10,500,000 | 500,000 | 10,500,000 | |||
Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Reclassification of cumulative translation adjustment | 0 | 75,800,000 | ||||
Current liabilities of discontinued operations | 39,700,000 | 5,300,000 | 39,700,000 | |||
Depreciation and amortization expenses related to the discontinued businesses | 0 | 300,000 | ||||
Income tax provision related to discontinued operations | (3,400,000) | 700,000 | ||||
Current assets of discontinued operations | 10,500,000 | 10,500,000 | ||||
Discontinued operations restricted cash | 9,400,000 | 9,400,000 | ||||
Accounts payable of discontinued operations | 22,800,000 | 900,000 | 22,800,000 | |||
Customer credit and rebate accruals of discontinued operation | 3,200,000 | 700,000 | 3,200,000 | |||
Other current liabilities of discontinued operations | 2,700,000 | 3,700,000 | 2,700,000 | |||
Legal accruals of discontinued operations | 11,000,000 | 11,000,000 | ||||
Other liabilities of discontinued operations | 4,400,000 | 9,100,000 | $ 4,400,000 | |||
Withholding tax of discontinued operations | 1,000,000 | |||||
Tax contingencies of discontinued operations | 900,000 | |||||
Other liabilities of discontinued operations, other | 2,100,000 | |||||
Discontinued Operations | Imation Mobile Security (IronKey Brand) | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of asset purchase agreements | agreement | 2 | |||||
Discontinued Operations | Imation Mobile Security Excluding Software and Services | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sale of business, total consideration | $ 4,300,000 | |||||
Discontinued Operations | Imation Mobile Security Software and Services | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sale of business, total consideration | 400,000 | |||||
Current liabilities of discontinued operations | $ 2,000,000 | |||||
Disposal group, potential earn-outs, number of annual periods subsequent to sale | period | 3 | |||||
Disposal group, potential earn-outs as percentage of contingency amount | 10.00% | |||||
Disposal group, additional one-time earn-out payment | $ 200,000 | |||||
Disposal group, gain on disposal | $ 3,800,000 | |||||
Trademarks | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of trademarks sold (trademark) | trademark | 2 | |||||
Sale of trademarks | $ 9,400,000 | |||||
IOENGINE | Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Other liabilities of discontinued operations | 4,100,000 | |||||
CMC | Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Other liabilities of discontinued operations | 1,000,000 | |||||
CMC Magnetic Corp Versus Imation | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain related to litigation settlement | 7,300,000 | |||||
IOENGINE LLC Versus Imation | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain related to litigation settlement | 3,300,000 | |||||
Legacy Businesses | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on resolution of customer balances | $ 2,500,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Key Components of Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Reclassification of cumulative translation adjustment | $ 0 | $ 75.8 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | 0.3 | 2 |
Cost of goods sold | 0.2 | 0.6 |
Gross profit | 0.1 | 1.4 |
Selling, general and administrative | 4.1 | 6 |
Research and development | 0 | 0.5 |
Restructuring and other | (13.7) | 8.4 |
Other net expense | 2 | 0.6 |
Reclassification of cumulative translation adjustment | 0 | 75.8 |
Income (loss) from discontinued operations, before income taxes | 7.7 | (89.9) |
Gain on sale of discontinued businesses, before income taxes | 0 | 3.8 |
Income tax (provision) benefit | (3.4) | 0.7 |
Income (loss) from discontinued businesses, net of income taxes | $ 4.3 | $ (85.4) |
Supplemental Balance Sheet In43
Supplemental Balance Sheet Information - Schedule of Accounts Receivable Reserves and Allowances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Reserves and allowances, beginning balance | $ 0.2 | $ 0.6 |
Additions | 0.2 | 0.1 |
Write-offs, net of recoveries | 0 | (0.5) |
Reserves and allowances, ending balance | $ 0.4 | $ 0.2 |
Supplemental Balance Sheet In44
Supplemental Balance Sheet Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Balance Sheet Information [Line Items] | |||
Accounts receivable sold | $ 1.2 | ||
Proceeds from sale of accounts receivable | $ 1.1 | ||
Repurchase of accounts receivable, term | 5 months | ||
Repurchase of accounts receivable, interest rate | 2.00% | ||
Subsequent collection of accounts receivable sold | $ 0.8 | ||
Inventories | 3.5 | $ 4.1 | |
Loss on abandonment of unused property, plant and equipment | 1.6 | ||
Other Noncurrent Liabilities | |||
Supplemental Balance Sheet Information [Line Items] | |||
Pension liabilities | 24.4 | 24.3 | |
Other liabilities | 5.3 | $ 5.1 | |
Equity securities | Other Noncurrent Assets | |||
Supplemental Balance Sheet Information [Line Items] | |||
Cost method investments | $ 4 |
Supplemental Balance Sheet In45
Supplemental Balance Sheet Information - Schedule of Additional Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment | ||
Property, plant, and equipment, gross | $ 10.5 | $ 12.7 |
Less accumulated depreciation | (9.7) | (9.9) |
Property, plant and equipment, net | 0.8 | 2.8 |
Buildings and Leasehold Improvements | ||
Property, Plant and Equipment | ||
Property, plant, and equipment, gross | 0.5 | 3.3 |
Machinery and Equipment | ||
Property, Plant and Equipment | ||
Property, plant, and equipment, gross | $ 10 | $ 9.4 |
Supplemental Balance Sheet In46
Supplemental Balance Sheet Information - Schedule of Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll | $ 1.5 | $ 2.6 |
Deferred revenue | 7.2 | 6.7 |
Restructuring accruals | 0.3 | 0 |
Levy accruals | 5.6 | 4.9 |
Other current liabilities | 2.1 | 1.8 |
Total other current liabilities | $ 16.7 | $ 16 |
Intangible Assets and Goodwil47
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) | Feb. 02, 2017 | Oct. 14, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Investment capacity under Clinton's management | $ 1,000,000,000 | |||||
Stock issued (in shares) | 1,250,000 | |||||
Fair value of stock issued | $ 10,100,000 | $ 10,200,000 | ||||
Intangible assets impairment | $ 2,700,000 | 2,700,000 | $ 0 | |||
Goodwill | $ 0 | 0 | 3,800,000 | $ 3,800,000 | ||
Goodwill impairment loss | $ 3,800,000 | 0 | ||||
Connected Data, Inc. | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Percentage of stock owned in acquired entity | 100.00% | |||||
Consideration transferred | $ 6,700,000 | |||||
Intangible assets acquired | 4,300,000 | |||||
Goodwill | $ 3,800,000 | $ 3,800,000 | ||||
Service Agreements | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets useful life (in years) | 5 years |
Intangible Assets and Goodwil48
Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 10.1 | $ 4.3 |
Accumulated amortization | (1.9) | (0.9) |
Intangible assets, net | $ 8.2 | $ 3.4 |
Intangible Assets and Goodwil49
Intangible Assets and Goodwill - Schedule of Changes in Intangible Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | |||
December 31, 2016 | $ 3.4 | ||
Acquisition | 10.1 | ||
Amortization | (2.6) | $ (0.8) | |
Impairment charges | $ (2.7) | (2.7) | 0 |
December 31, 2017 | $ 8.2 | $ 8.2 | $ 3.4 |
Intangible Assets and Goodwil50
Intangible Assets and Goodwill - Schedule of Amortization Expense from Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2.6 | $ 0.8 |
Intangible Assets and Goodwil51
Intangible Assets and Goodwill - Estimated Amortization Expense (Details) $ in Millions | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 2 |
2,019 | 2 |
2,020 | 2 |
2,021 | 2 |
2,022 | $ 0.2 |
Intangible Assets and Goodwil52
Intangible Assets and Goodwill - Schedule of Changes in Goodwill Allocated to Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 3.8 | $ 3.8 |
Acquisition | 0 | 0 |
Impairment charges | (3.8) | 0 |
Goodwill | $ 0 | $ 3.8 |
Restructuring and Other Expen53
Restructuring and Other Expense - Components of Restructuring and Other Expense for Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Expense: | ||
Severance and related | $ 1.4 | $ 0.6 |
Loss on abandonment of unused property, plant and equipment | 1.6 | 0 |
Other | (2.1) | 0 |
Total restructuring | 0.9 | 0.6 |
Other Expense: | ||
Pension settlement/curtailment (Note 9) | 1.1 | 2.9 |
Asset disposals / write down | 0 | 0.1 |
Other | (0.1) | 4 |
Total other | 1 | 7 |
Total | $ 1.9 | $ 7.6 |
Restructuring and Other Expen54
Restructuring and Other Expense - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Earnest money payment relating to asset sale | $ 1,400,000 | |
Property tax refund | $ 2,200,000 | |
Other employee costs and consulting fees | (100,000) | 4,000,000 |
Restructuring reserve | 300,000 | 0 |
Realization Services, Inc. | Affiliated Entity | Consulting Expenses with Realization Services | ||
Restructuring Cost and Reserve [Line Items] | ||
Expenses from transactions with related party | 600,000 | 2,400,000 |
Otterbourg P.C. | Affiliated Entity | Consulting Expenses with Realization Services | ||
Restructuring Cost and Reserve [Line Items] | ||
Expenses from transactions with related party | 1,400,000 | |
Contingent Consideration Obligations | Connected Data, Inc. | ||
Restructuring Cost and Reserve [Line Items] | ||
Reversal of cost | 300,000 | |
Other Employee Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Reversal of cost | $ 400,000 | |
Other employee costs and consulting fees | $ 2,400,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock compensation expense | $ (0.1) | $ 0.8 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)plan$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock-based compensation award plans | plan | 4 | ||
Options expiration term | 10 years | ||
Award vesting period | 4 years | ||
Number of stock-based compensation awards consisting of stock options and restricted stock outstanding (in shares) | 110,332 | ||
Aggregate intrinsic value | $ | $ 0 | $ 0 | |
Intrinsic value of options exercised in period | $ | 0 | $ 0 | |
Grants in period, weighted average grant date fair value (dollars per share) | $ / shares | $ 3.60 | ||
Stock compensation expense | $ | $ (100,000) | $ 800,000 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period, shares (in shares) | 0 | 4,500 | |
Stock compensation expense | $ | $ 100,000 | $ 200,000 | |
Total unrecognized compensation expense related to non-vested stock | $ | $ 100,000 | ||
Total unrecognized compensation expense related to non-vested stock, period of recognition | 1 year | ||
Stock-based compensation capitalized | $ | $ 0 | $ 0 | |
Performance-based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period, shares (in shares) | 0 | ||
Performance-based Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted in period, shares (in shares) | 0 | 0 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ | $ (200,000) | $ 600,000 | |
Total unrecognized compensation expense related to non-vested stock | $ | $ 300,000 | ||
Total unrecognized compensation expense related to non-vested stock, period of recognition | 2 years | ||
Stock-based compensation capitalized | $ | $ 0 | 0 | |
Total fair value of shares vested in period | $ | $ 100,000 | $ 800,000 | |
Number of shares granted (in shares) | 206,666 | 7,730 | |
Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ | $ 0 | $ 0 | |
Number of shares granted (in shares) | 0 | 0 | |
Share-based Compensation Award, Tranche One | Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of options that vest if minimum trading period price is reached | 50.00% | ||
Vesting period for minimum stock price average | 30 days | ||
Minimum average share price for vesting (in usd per share) | $ / shares | $ 80 | ||
Share-based Compensation Award, Tranche Two | Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of options that vest if minimum trading period price is reached | 50.00% | ||
Vesting period for minimum stock price average | 30 days | ||
Minimum average share price for vesting (in usd per share) | $ / shares | $ 120 | ||
Directors Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 0 | ||
Stock Incentive Plan 2000 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 0 | ||
Stock Incentive Plan 2005 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 0 | ||
Stock Incentive Plan 2008 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 0 | ||
Stock Incentive Plan 2011 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 120,990 | ||
Number of stock-based compensation awards consisting of stock options and restricted stock outstanding (in shares) | 175,459 | ||
Number of shares authorized to award (in shares) | 734,300 | ||
Stock Incentive Plan 2011 | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options expiration term | 10 years | ||
Award vesting period | 3 years | ||
Stock Incentive Plan 2011 | Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted (in shares) | 300,000 | ||
Pro Forma | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit from stock-based compensation expense | $ | $ 0 | $ 100,000 | |
Pro Forma | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit from stock-based compensation expense | $ | $ (100,000) | $ 200,000 |
Stock-Based Compensation - Sc57
Stock-Based Compensation - Schedule of Weighted Average Assumptions Used in the Valuation of Options (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Volatility | 44.00% |
Risk-free interest rate | 1.55% |
Expected life (months) | 72 months |
Dividend yield | 0.00% |
Stock-Based Compensation - Sc58
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options | |||
Exercised (in shares) | (722) | ||
Stock Options | |||
Stock Options | |||
Outstanding, Beginning Balance (in shares) | 286,707 | 455,122 | |
Granted (in shares) | 0 | (4,500) | |
Exercised (in shares) | 0 | (722) | |
Canceled (in shares) | (71,400) | (116,843) | |
Forfeited (in shares) | (25,841) | (46,350) | |
Outstanding, Ending Balance (in shares) | 189,466 | 286,707 | 455,122 |
Exercisable as of December 31, 2017 (in shares) | 183,466 | ||
Weighted Average Exercise Price | |||
Oustanding, Beginning Balance (in dollars per share) | $ 77.51 | $ 90.22 | |
Granted (in dollars per share) | 0 | 8.30 | |
Exercised (in dollars per share) | 0 | 14 | |
Canceled (in dollars per share) | 80.23 | 158.77 | |
Forfeited (in dollars per share) | 16.42 | 14.93 | |
Outstanding, Ending Balance (in dollars per share) | 84.81 | $ 77.51 | $ 90.22 |
Exercisable as of December 31, 2017 (in dollars per share) | $ 87.12 | ||
Weighted Average Remaining Contractual Life, Outstanding (Years) | 1 year 9 months 18 days | 3 years 9 months 18 days | 4 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Exercisable (Years) | 1 year 7 months 2 days |
Stock-Based Compensation - Sc59
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock | ||
Nonvested, Beginning Balance (in shares) | 79,925 | 116,278 |
Granted (in shares) | 206,666 | 7,730 |
Vested (in shares) | (5,404) | (34,310) |
Forfeited (in shares) | (67,205) | (9,773) |
Nonvested, Ending Balance (in shares) | 213,982 | 79,925 |
Weighted Average Grant Date Fair Value Per Share | ||
Nonvested, Beginning Balance (in dollars per share) | $ 20.64 | $ 23.36 |
Granted (in dollars per share) | 3.36 | 5.30 |
Vested (in dollars per share) | 10 | 23.82 |
Forfeited (in dollars per share) | 22.84 | 25.51 |
Nonvested, Ending Balance (in dollars per share) | $ 3.53 | $ 20.64 |
Stock-Based Compensation - Sc60
Stock-Based Compensation - Schedule of Stock Appreciation Rights (SARs) (Details) - Stock Appreciation Rights (SARs) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Appreciation Rights | ||
Nonvested, Beginning Balance (in shares) | 209,962 | 379,495 |
Granted (in shares) | 0 | 0 |
Canceled (shares) | (138,526) | (169,533) |
Nonvested, Ending Balance (in shares) | 71,436 | 209,962 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)payment_option | Dec. 31, 2016USD ($) | Dec. 31, 2010 | Dec. 31, 2009 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension expense | $ 0.8 | $ 2.6 | ||
Employer contributions in current fiscal year | 0.5 | |||
Estimated future employer contributions in next fiscal year | 2.8 | |||
Estimated amortization of net actuarial loss amount | 0.8 | |||
Estimated amortization of net prior service credit | 0 | |||
Estimated amortization of net obligation at transition | 0 | |||
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions in current fiscal year | $ 0.4 | 0.1 | ||
Minimum service years to be entitled to pension benefits | 3 years | |||
Pay credits as a percentage of each participant's eligible earnings | 0.03 | 0.06 | ||
Interest credit rate in current year | 2.86% | |||
Interest credit rate in next fiscal year | 2.80% | |||
Pension settlement loss | $ 1.1 | 2.9 | ||
Number of payment options | payment_option | 4 | |||
Total pension cost | $ 0.6 | 2.4 | ||
United States | Equity securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target plan asset allocations | 65.00% | |||
United States | Fixed income securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target plan asset allocations | 25.00% | |||
United States | Other investments | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target plan asset allocations | 10.00% | |||
Germany | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions in current fiscal year | $ 0.1 | (2.7) | ||
Total pension cost | $ 0.2 | $ 0.2 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Changes in Projected Benefit Obligation and Plan Assets, and Net Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Change in plan assets | ||
Company contributions | $ 0.5 | |
United States | ||
Change in benefit obligation | ||
Benefit obligation, beginning of year | 64.9 | $ 72.8 |
Interest cost | 2.5 | 2.9 |
Actuarial (gain) loss | 2.5 | 1.1 |
Benefits paid | (2.5) | (2.3) |
Settlement payments | (3.7) | (9.6) |
Foreign exchange rate changes | 0 | 0 |
Projected benefit obligation, end of year | 63.7 | 64.9 |
Change in plan assets | ||
Fair value of plan assets, beginning of year | 49.8 | 59.1 |
Actual return on plan assets | 4.8 | 2.5 |
Foreign exchange rate changes | 0 | 0 |
Company contributions | 0.4 | 0.1 |
Benefits paid | (2.5) | (2.3) |
Settlement payments | (3.7) | (9.6) |
Fair value of plan assets, end of year | 48.8 | 49.8 |
Funded status of the plan, end of year | (14.9) | (15.1) |
Germany | ||
Change in benefit obligation | ||
Benefit obligation, beginning of year | 24.1 | 22.8 |
Interest cost | 0.4 | 0.6 |
Actuarial (gain) loss | (0.1) | 2.5 |
Benefits paid | (1) | (0.9) |
Settlement payments | 0 | 0 |
Foreign exchange rate changes | 3.4 | (0.9) |
Projected benefit obligation, end of year | 26.8 | 24.1 |
Change in plan assets | ||
Fair value of plan assets, beginning of year | 15.2 | 18.6 |
Actual return on plan assets | 1.1 | 0.7 |
Foreign exchange rate changes | 2.1 | (0.5) |
Company contributions | 0.1 | (2.7) |
Benefits paid | (1) | (0.9) |
Settlement payments | 0 | 0 |
Fair value of plan assets, end of year | 17.5 | 15.2 |
Funded status of the plan, end of year | $ (9.3) | $ (8.9) |
Retirement Plans - Amounts Reco
Retirement Plans - Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
United States | ||
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] | ||
Noncurrent liabilities | $ (14.9) | $ (15.1) |
Accumulated other comprehensive loss — pre-tax | 18.9 | 19.3 |
Germany | ||
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] | ||
Noncurrent liabilities | (9.3) | (8.9) |
Accumulated other comprehensive loss — pre-tax | $ 9.8 | $ 9.4 |
Retirement Plans - Amounts Re64
Retirement Plans - Amounts Recognized in Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
United States | ||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||
Net actuarial loss | $ 18.9 | $ 19.3 |
Total | 18.9 | 19.3 |
Germany | ||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] | ||
Net actuarial loss | 9.8 | 9.4 |
Total | $ 9.8 | $ 9.4 |
Retirement Plans - Pension Plan
Retirement Plans - Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
United States | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | ||
Projected benefit obligation, end of year | $ 63.7 | $ 64.9 |
Accumulated benefit obligation, end of year | 63.7 | 64.9 |
Plan assets at fair value, end of year | 48.8 | 49.8 |
Germany | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | ||
Projected benefit obligation, end of year | 26.8 | 24.1 |
Accumulated benefit obligation, end of year | 26.8 | 24.1 |
Plan assets at fair value, end of year | $ 17.5 | $ 15.2 |
Retirement Plans - Net Periodic
Retirement Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Settlements and curtailments | $ 1.4 | $ 2.6 |
United States | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 2.5 | 2.9 |
Expected return on plan assets | (3.3) | (3.8) |
Amortization of net actuarial loss | 0.3 | 0.4 |
Net periodic pension cost (credit) | (0.5) | (0.5) |
Settlements and curtailments | 1.1 | 2.9 |
Total pension cost | 0.6 | 2.4 |
Germany | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Interest cost | 0.4 | 0.6 |
Expected return on plan assets | (0.6) | (0.6) |
Amortization of net actuarial loss | 0.4 | 0.2 |
Net periodic pension cost (credit) | 0.2 | 0.2 |
Settlements and curtailments | 0 | |
Total pension cost | $ 0.2 | $ 0.2 |
Retirement Plans - Weighted Ave
Retirement Plans - Weighted Average Assumptions Used in Calculating Benefit Obligation (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
United States | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Discount rate | 3.50% | 4.00% |
Rate of compensation increase | 0.00% | 0.00% |
Germany | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Discount rate | 1.56% | 1.60% |
Rate of compensation increase | 0.00% | 0.00% |
Retirement Plans - Weighted A68
Retirement Plans - Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
United States | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 4.00% | 4.25% |
Expected return on plan assets | 6.50% | 6.50% |
Rate of compensation increase | 0.00% | 0.00% |
Germany | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Discount rate | 1.56% | 1.60% |
Expected return on plan assets | 3.50% | 3.50% |
Rate of compensation increase | 0.00% | 0.00% |
Retirement Plans - Information
Retirement Plans - Information about Plan Assets (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
United States | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 100.00% | 100.00% |
United States | Short-term investments | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 1.00% | 1.00% |
United States | Fixed income securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 27.00% | 60.00% |
United States | Equity securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 72.00% | 39.00% |
United States | Other investments | Insurance contracts | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 100.00% | 100.00% |
International | Short-term investments | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International | Fixed income securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International | Equity securities | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 0.00% | 0.00% |
International | Other investments | Insurance contracts | ||
Defined Benefit Plan, Information about Plan Assets [Abstract] | ||
Actual plan asset allocations | 100.00% | 100.00% |
Retirement Plans - Expected Fut
Retirement Plans - Expected Future Benefit Payments (Details) $ in Millions | Dec. 31, 2017USD ($) |
United States | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,018 | $ 14.7 |
2,019 | 3.9 |
2,020 | 4.1 |
2,021 | 4.4 |
2,022 | 4.1 |
2022-2026 | 18.6 |
International | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,018 | 1 |
2,019 | 1.1 |
2,020 | 1.1 |
2,021 | 1.1 |
2,022 | 1.2 |
2022-2026 | $ 5.9 |
Retirement Plans - Fair Value o
Retirement Plans - Fair Value of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 48.8 | $ 49.8 | $ 59.1 |
International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17.5 | 15.2 | $ 18.6 |
Fair Value, Measurements, Recurring | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 48.8 | 49.8 | |
Fair Value, Measurements, Recurring | United States | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1.1 | 4.8 | |
Fair Value, Measurements, Recurring | United States | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | United States | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | United States | Short-term investments | Money market securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0.5 | 0.5 | |
Fair Value, Measurements, Recurring | United States | Short-term investments | Money market securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0.5 | 0.5 | |
Fair Value, Measurements, Recurring | United States | Short-term investments | Money market securities | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | United States | Short-term investments | Money market securities | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | United States | Equity securities | Large-cap growth funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets at net asset value | 19 | 11.5 | |
Fair Value, Measurements, Recurring | United States | Equity securities | International growth fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets at net asset value | 15.7 | 3.4 | |
Fair Value, Measurements, Recurring | United States | Equity securities | Common stocks | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0.6 | 4.3 | |
Fair Value, Measurements, Recurring | United States | Equity securities | Common stocks | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0.6 | 4.3 | |
Fair Value, Measurements, Recurring | United States | Equity securities | Common stocks | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | United States | Equity securities | Common stocks | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | United States | Equity securities | Commingled trust funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets at net asset value | 13 | 30.1 | |
Fair Value, Measurements, Recurring | International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17.5 | 15.2 | |
Fair Value, Measurements, Recurring | International | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | International | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17.5 | 15.2 | |
Fair Value, Measurements, Recurring | International | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | International | Other investments | Insurance contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17.5 | 15.2 | |
Fair Value, Measurements, Recurring | International | Other investments | Insurance contracts | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Measurements, Recurring | International | Other investments | Insurance contracts | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17.5 | 15.2 | |
Fair Value, Measurements, Recurring | International | Other investments | Insurance contracts | Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from Continuing Operations before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income (Loss) from Continuing Operations before Income Taxes [Abstract] | ||
U.S. | $ (29.4) | $ (34.9) |
International | 0.7 | (4.8) |
Loss from continuing operations before income taxes | $ (28.7) | $ (39.7) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
Federal | $ 5.9 | $ 0 |
International | (0.1) | (0.1) |
Deferred | ||
International | 0 | 0 |
Income tax (provision) benefit | $ 5.8 | $ (0.1) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||||||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 35.00% | ||||||
Minimum tax credit refundable | $ 2.2 | $ 0 | |||||
Income tax refunds | 2.2 | ||||||
Net cash paid for income taxes | 0 | 0.1 | |||||
Valuation allowance | 237.9 | 339.3 | |||||
Deferred tax liabilities | 1 | 7.3 | |||||
Unremitted foreign earnings in deferred tax liabilities related to foreign tax withholding | 1 | ||||||
Unrecognized tax benefits, excluding accrued interest and penalties | 0.9 | $ 1.3 | $ 1.7 | ||||
Unrecognized tax benefits that would impact effective tax rate | 0.9 | ||||||
Internal Revenue Service (IRS) | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 673 | ||||||
Capital Loss Carryforward | Internal Revenue Service (IRS) | Between 2018 and 2021 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credit carryforwards | 37.7 | ||||||
State and Local Jurisdiction | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 513.3 | ||||||
U.S. and Foreign | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credit carryforwards | 22.8 | ||||||
U.S. and Foreign | Expiring between 2018 and 2020 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credit carryforwards | 3 | ||||||
Foreign Tax Authority | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 95.5 | ||||||
Foreign Tax Authority | Expiring between 2018 and 2020 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 1.1 | ||||||
Foreign Tax Authority | Tax Year 2026 | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 42.4 | ||||||
Foreign Tax Authority | Indefinite | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 52 | ||||||
Parent Company | Internal Revenue Service (IRS) | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 587.5 | ||||||
Subsidiaries | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Minimum tax credit refundable | 0.1 | ||||||
Subsidiaries | Internal Revenue Service (IRS) | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Operating loss carryforwards | 85.5 | ||||||
Operating loss carry forwards, after application of internal revenue code section 382 | $ 27.9 | ||||||
Scenario, Forecast | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Income tax refunds | $ 0.3 | $ 0.3 | $ 0.5 | $ 1 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
Tax at statutory U.S. tax rate | $ 10 | $ 13.9 |
State income taxes, net of federal benefit | 1 | 0.7 |
Net effect of international operations | 1.2 | (0.8) |
Federal rate reduction effect on deferred tax assets | (104.9) | 0 |
Valuation allowances | 91.8 | (14.3) |
Tax on unremitted earnings of foreign subsidiaries | 5.1 | 3.1 |
U.S. tax on foreign earnings | (0.2) | (0.8) |
Stock-based compensation | (0.9) | (1.6) |
Uncertain tax positions | 0 | (0.1) |
Goodwill impairment | (1.4) | 0 |
Minimum tax credit refundable | 2.2 | 0 |
Reclassification to discontinued operations and other | 1.9 | (0.2) |
Income tax (provision) benefit | $ 5.8 | $ (0.1) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets, Net [Abstract] | ||
Accounts receivable allowances | $ 0 | $ 0.4 |
Inventories | 1.9 | 3.7 |
Compensation and employee benefits | 1.5 | 3.9 |
Tax credit carryforwards | 23.9 | 28.4 |
Net operating loss carryforwards | 190.9 | 278.6 |
Accrued liabilities and other reserves | 2.1 | 6.1 |
Pension | 6.7 | 8.6 |
Property, plant and equipment | (0.1) | |
Property, plant and equipment | 0.5 | |
Intangible assets, net | 0.3 | 0 |
Capital losses | 9.4 | 14.1 |
Other, net | 1.3 | 1.3 |
Total deferred tax assets | 237.9 | 345.6 |
Valuation allowance | (237.9) | (340.5) |
Net deferred tax assets | 0 | 5.1 |
Intangible assets, net | 0 | (1.2) |
Unremitted earnings of foreign subsidiaries | (1) | (6.1) |
Total deferred tax liabilities | (1) | (7.3) |
Valuation allowance | 0 | 1.2 |
Total deferred tax liabilities | (1) | (6.1) |
Net deferred tax liabilities | $ (1) | $ (1) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Balances (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net deferred tax liabilities | $ (1) | $ (1) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 1.3 | $ 1.7 |
Additions for tax positions of current years | 0 | 0 |
Additions for tax positions of prior years | 0 | 0 |
Reductions for tax positions of prior years | 0 | 0 |
Settlements with taxing authorities | 0 | 0 |
Reductions due to lapse of statute of limitations | (0.4) | (0.4) |
Unrecognized tax benefits, ending balance | $ 0.9 | $ 1.3 |
Major Customers and Accounts 79
Major Customers and Accounts Receivable - Additional Information (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
One Major Customer | Sales Revenue, Net | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 23.00% | 19.00% |
One Major Customer | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | 10.00% |
Two Customers | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Trading securities | $ 0.2 | $ 2.5 |
Liabilities: | ||
Contingent consideration associated with CDI acquisition | 0.3 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Trading securities | 0.2 | 2.5 |
Liabilities: | ||
Contingent consideration associated with CDI acquisition | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Trading securities | 0 | 0 |
Liabilities: | ||
Contingent consideration associated with CDI acquisition | 0 | |
Unobservable Inputs (Level 3) | ||
Assets: | ||
Trading securities | $ 0 | 0 |
Liabilities: | ||
Contingent consideration associated with CDI acquisition | $ 0.3 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short term investments | $ 0.7 | $ 22 |
Clinton Group | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short term investments | 0.4 | 19.5 |
Decrease in short-term investment balance | 19.1 | |
Redemptions | 18.7 | |
GBAM Fund | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short term investments | 0.1 | |
Unrealized appreciation on swaps | 1.2 | |
Unrealized depreciation on swaps | 1.1 | |
Other income (expense), net | Clinton Group | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Trading securities, unrealized holding loss | $ 0.4 | 4.5 |
Performance fees | $ 0.5 |
Shareholders' Equity - Treasury
Shareholders' Equity - Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 14 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Nov. 14, 2016 | May 02, 2012 | |
Class of Stock [Line Items] | |||||
Purchases (in shares) | 27,950 | 24,086 | 100,000 | ||
Purchase of treasury stock (less than) | $ 0.1 | $ 0.2 | $ 0.3 | ||
Remaining number of shares authorized to be repurchased (less than) (in shares) | 500,000 | 500,000 | |||
Average price per share of treasury stock acquired and held (dollars per share) | $ 41.93 | ||||
May 2, 2012 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized to be repurchased (in shares) | 500,000 | ||||
November 14, 2016 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized to be repurchased (in shares) | 500,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Treasury Stock (Details) - shares | 12 Months Ended | 14 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Movement in Treasury Stock [Roll Forward] | |||
Treasury shares, beginning balance (in shares) | 744,091 | 715,947 | |
Purchases (in shares) | 27,950 | 24,086 | 100,000 |
Exercise of stock options (in shares) | (722) | ||
Restricted stock grants and other (in shares) | (138,102) | 4,780 | |
Treasury shares, ending balance (in shares) | 633,939 | 744,091 | 633,939 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ (25,300,000) | $ 24,400,000 |
Total other comprehensive income, net of tax | 1,700,000 | 75,500,000 |
Ending balance | (26,700,000) | (25,300,000) |
Liability adjustments for defined benefit plans | 0 | |
Accumulated foreign currency translation losses | 800,000 | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (20,600,000) | (96,100,000) |
Other comprehensive (loss) income before reclassifications, net of tax | 300,000 | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1,400,000 | |
Total other comprehensive income, net of tax | 1,700,000 | |
Ending balance | (18,900,000) | (20,600,000) |
Defined Benefit Plans | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (19,600,000) | |
Other comprehensive (loss) income before reclassifications, net of tax | 0 | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1,400,000 | |
Total other comprehensive income, net of tax | 1,400,000 | |
Ending balance | (18,200,000) | (19,600,000) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (1,000,000) | |
Other comprehensive (loss) income before reclassifications, net of tax | 300,000 | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | |
Total other comprehensive income, net of tax | 300,000 | |
Ending balance | $ (700,000) | $ (1,000,000) |
Shareholders' Equity - Reclassi
Shareholders' Equity - Reclassification Out of Accumulated Other Comprehensive Income (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Reclassification out of Accumulated Other Comprehensive Income | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | $ 1.5 |
Amortization of net actuarial loss | Reclassification out of Accumulated Other Comprehensive Income | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0.3 |
Pension settlement loss | Reclassification out of Accumulated Other Comprehensive Income | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1.2 |
Net pension adjustments, net of tax | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | (1.4) |
Net pension adjustments, net of tax | Reclassification out of Accumulated Other Comprehensive Income | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Amounts reclassified from accumulated other comprehensive loss, net of tax | $ 1.5 |
Shareholders' Equity - 382 Righ
Shareholders' Equity - 382 Rights Agreement (Details) | Aug. 07, 2015dayright$ / sharesshares | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares |
Class of Stock [Line Items] | |||
Beneficial ownership percentage | 4.90% | ||
Class of warrant or right called by each warrant or right | right | 1 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Acquiring person threshold | 0.50% | ||
Business days for acquiring person | day | 10 | ||
Percentage of purchase price received upon exercise | 200.00% | ||
Percentage transfer threshold assets, cashflow, and earning power | 50.00% | ||
Ownership percentage for board of exchange rights | 50.00% | ||
Right redemption price (dollars per share) | $ 0.001 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 1 | ||
Preferred Stock | |||
Class of Stock [Line Items] | |||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 0.01 | ||
Price per share of sale of stock (dollars per share) | $ 15 |
Business Segment Information 87
Business Segment Information and Geographic Data - Additional Information (Details) $ in Millions | Jan. 23, 2017USD ($)director | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015segment | Jan. 22, 2017 |
Segment Reporting Information [Line Items] | |||||
Number of reporting segments | segment | 3 | ||||
Pension expense | $ (1.1) | $ (2.9) | |||
Severance costs | 1.4 | 0.6 | |||
Loss on abandonment of unused property, plant and equipment | 1.6 | 0 | |||
Earnest money payment relating to asset sale | 1.4 | ||||
Consulting and other employee costs | 5.9 | ||||
Severance and other costs | 0.6 | 0.7 | |||
Property tax credit | $ 2.2 | ||||
NXSN Acquisition Corp. | |||||
Segment Reporting Information [Line Items] | |||||
Noncontrolling interest, percentage held by parent | 50.00% | 100.00% | |||
Senior secured convertible promissory note | $ 25 | ||||
Noncontrolling interest, percentage held by noncontrolling owners | 50.00% | ||||
Designation right of number of directors | director | 2 | ||||
Number of directors serving on the Board | director | 5 | ||||
GBAM Fund | |||||
Segment Reporting Information [Line Items] | |||||
Payments to fund investments | 5 | ||||
Other Employee Costs | |||||
Segment Reporting Information [Line Items] | |||||
Reversal of cost | 0.4 | ||||
Connected Data, Inc. | Contingent Consideration Obligations | |||||
Segment Reporting Information [Line Items] | |||||
Reversal of cost | $ 0.3 |
Business Segment Information 88
Business Segment Information and Geographic Data - Net Revenue and Operating Income (Loss) by Segment (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 36.5 | $ 44.1 | |
Operating loss from continuing operations | (29.3) | (35) | |
Goodwill impairment | (3.8) | 0 | |
Intangibles assets impairment | $ (2.7) | (2.7) | 0 |
Restructuring and other | (1.9) | (7.6) | |
Interest income | 0 | 0.2 | |
Net gains from GBAM Fund activities | 1.2 | 0 | |
Other income (expense), net | (0.6) | (4.9) | |
Loss from continuing operations before income taxes | (28.7) | (39.7) | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 36.5 | 44.1 | |
Operating loss from continuing operations | (16.3) | (17.5) | |
Operating Segments | Nexsan Corporation | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 36.5 | 44.1 | |
Operating loss from continuing operations | (12) | (17.5) | |
Operating Segments | Asset Management Business | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 0 | 0 | |
Operating loss from continuing operations | (4.3) | 0 | |
Corporate and unallocated | |||
Segment Reporting Information [Line Items] | |||
Operating loss from continuing operations | (4.6) | (9.9) | |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Goodwill impairment | (3.8) | 0 | |
Intangibles assets impairment | (2.7) | 0 | |
Restructuring and other | $ (1.9) | $ (7.6) |
Business Segment Information 89
Business Segment Information and Geographic Data - Segment Information by Geographic Region (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 36.5 | $ 44.1 |
Long-Lived Assets | 0.8 | 2.8 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 19.9 | 34 |
Long-Lived Assets | 0.3 | 2 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 16.6 | 10.1 |
International | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 0.5 | $ 0.8 |
Litigation, Commitments and C90
Litigation, Commitments and Contingencies - Additional Information (Details) € in Thousands, ¥ in Millions, $ in Millions | Oct. 10, 2017USD ($) | Oct. 03, 2017USD ($) | Sep. 15, 2017USD ($) | Feb. 17, 2017USD ($) | Apr. 08, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2012USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($)employeelawsuit | Dec. 31, 2017JPY (¥)lawsuit | Dec. 31, 2017EUR (€)lawsuit | Dec. 31, 2017CAD ($)lawsuit | Dec. 31, 2015employee | Dec. 31, 2017USD ($)employee | Sep. 28, 2017USD ($) | Mar. 29, 2017employee | Dec. 31, 2016USD ($) | Dec. 31, 2013USD ($) |
Loss Contingencies [Line Items] | ||||||||||||||||||
Levy accruals | $ 5,600,000 | $ 5,600,000 | $ 4,900,000 | |||||||||||||||
Copyright levy accrual reversal | $ 2,800,000 | |||||||||||||||||
ECJ Copyright Levy | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Copyright levies payment | 100,000,000 | |||||||||||||||||
Levy accruals | 5,600,000 | 5,600,000 | $ 4,900,000 | |||||||||||||||
France Copyright Levy | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Damages awarded against the company | $ 17,000,000 | |||||||||||||||||
Levy accruals | 14,400,000 | 14,400,000 | $ 9,500,000 | |||||||||||||||
Amount of copyright levy overpaid | $ 55,100,000 | 55,100,000 | ||||||||||||||||
Cost of Sales | Italy Copyright Levy | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Gain (loss) related to litigation settlement | $ 1,000,000 | |||||||||||||||||
IOENGINE LLC Versus Imation | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Damages awarded against the company | $ 11,000,000 | |||||||||||||||||
Payments for legal settlements | $ 3,750,000 | |||||||||||||||||
Gain (loss) related to litigation settlement | 3,300,000 | |||||||||||||||||
CMC Magnetic Corp Versus Imation | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Gain (loss) related to litigation settlement | 7,300,000 | |||||||||||||||||
CMC Magnetic Corp Versus Imation | Imation Corporation Japan | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Damages awarded against the company | $ 9,200,000 | |||||||||||||||||
Payments for legal settlements | $ 1,500,000 | |||||||||||||||||
Financing receivable | 1,500,000 | |||||||||||||||||
CMC Magnetic Corp Versus Imation | Imation Europe B.V. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Damages awarded against the company | $ 825,000 | |||||||||||||||||
Suntop Art Work Co., Ltd. Versus Imation | Imation Corporation Japan | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Loss contingency, damages sought | 940,000 | ¥ 100 | ||||||||||||||||
Severance Action | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of former employees filing lawsuits | employee | 3 | |||||||||||||||||
Number of employees terminated during period | employee | 100 | |||||||||||||||||
Maximum exposure to loss | $ 300,000 | $ 300,000 | ||||||||||||||||
Severance Action | Imation Europe B.V. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of lawsuits | lawsuit | 4 | 4 | 4 | 4 | ||||||||||||||
Loss contingency, damages sought | $ 690,000 | € 560 | ||||||||||||||||
FIAR Case | Imation Europe B.V. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Percentage of plaintiff group | 15.00% | 15.00% | 15.00% | 15.00% | ||||||||||||||
Loss contingency, damages sought from all plaintiffs | $ 100,000,000 | |||||||||||||||||
Canadian Private Copying Collective Versus Imation | Imation Enterprises Corp. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Loss contingency, damages sought | $ 1 | |||||||||||||||||
Penalties and interests sought | $ 5 | |||||||||||||||||
Notes Payable, Other Payables | IOENGINE Note | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 4,000,000 | |||||||||||||||||
Minimum | FIAR Case | Imation Europe B.V. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Loss contingency, damages sought | 5,000,000 | |||||||||||||||||
Maximum | FIAR Case | Imation Europe B.V. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Loss contingency, damages sought | $ 10,000,000 | |||||||||||||||||
Nexsan Corporation | Severance Action | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of former executives seeking severance payments | employee | 3 | 3 | ||||||||||||||||
Loss contingency, damages sought | $ 500,000 |
Litigation, Commitments and C91
Litigation, Commitments and Contingencies - Operating Leases (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)renewal_term | Dec. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | ||
Number of renewal terms (or more) | renewal_term | 1 | |
Operating Leases, Rent Expense, Net [Abstract] | ||
Minimum lease payments | $ 1.2 | $ 3.6 |
Contingent rentals | 0 | (2) |
Total rental expense, net | 1.2 | $ 1.6 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,018 | 0.7 | |
2,019 | 0.4 | |
2,020 | 0.2 | |
2,021 | 0.1 | |
2,022 | 0.1 | |
Thereafter | 0.1 | |
Total | $ 1.6 | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Operating lease renewal term | 1 year | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Operating lease renewal term | 3 years |
Litigation, Commitments and C92
Litigation, Commitments and Contingencies - Contingencies (Details) - Connected Data, Inc. $ in Millions | Oct. 14, 2015USD ($)periodpayment | Dec. 31, 2017USD ($)shares |
Business Acquisition [Line Items] | ||
Percentage of stock owned in acquired entity | 100.00% | |
Purchase price | $ 6.7 | |
Future contingent consideration | $ 5 | |
Number of potential payments | payment | 3 | |
Number of periods to achieve revenue targets | period | 3 | |
Duration of target periods | 6 months | |
Accrual for possible contingent compensation | $ 0.3 | |
Estimate of Fair Value Measurement | ||
Business Acquisition [Line Items] | ||
Future contingent consideration | $ 0.8 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Discount rate | 15.00% | |
Possible contingent compensation payment, number of shares (in shares) | shares | 57,482 |
Litigation, Commitments and C93
Litigation, Commitments and Contingencies - Threatened Litigation (Details) $ in Millions | Mar. 16, 2018USD ($)purchaser | Mar. 31, 2017USD ($) |
Loss Contingencies [Line Items] | ||
Accounts receivable sold | $ 1.2 | |
Proceeds from sale of accounts receivable | $ 1.1 | |
Repurchase of accounts receivable, term | 5 months | |
Repurchase of accounts receivable, interest rate | 2.00% | |
Subsequent Event | Threatened Litigation | Obligation to Repurchase Receivables Sold | ||
Loss Contingencies [Line Items] | ||
Number of accounts receivable purchasers with outstanding demands | purchaser | 2 | |
Loss contingency, damages sought | $ 0.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Mar. 02, 2017USD ($) | Feb. 02, 2017$ / sharesshares | Jul. 15, 2016USD ($) | Mar. 17, 2016USD ($) | Oct. 14, 2015USD ($)period | Jan. 31, 2016 | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Feb. 21, 2017shares | Feb. 20, 2017shares | Jan. 31, 2017$ / sharesshares | Apr. 29, 2016$ / shares | Feb. 08, 2016USD ($)$ / shares |
Related Party Transaction [Line Items] | |||||||||||||
Maximum percentage of excess cash approved for short-term investment | 25.00% | ||||||||||||
Subscription agreement, incentive compensation of common stock value (in dollars per share) | $ / shares | $ 10 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 6.50 | ||||||||||||
Cash investment limitation | 25.00% | ||||||||||||
Common stock, shares authorized (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | 100,000,000 | 1,500,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Stock issued (in shares) | shares | 1,250,000 | ||||||||||||
Short term investments | $ 700,000 | $ 22,000,000 | |||||||||||
President | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction amount | $ 500,000 | ||||||||||||
Director | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses from transactions with related party | $ 184,000 | ||||||||||||
Additional possible contingent compensation | $ 260,000 | ||||||||||||
Number of periods to achieve revenue targets | period | 3 | ||||||||||||
Duration of target periods | 6 months | ||||||||||||
Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses from transactions with related party | 500,000 | ||||||||||||
Initial term compensation | $ 125,000 | ||||||||||||
Renewal period | 3 months | ||||||||||||
Renewal term compensation | $ 125,000 | ||||||||||||
Selling, general and administrative | Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses from transactions with related party | 416,668 | ||||||||||||
Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Subscription agreement, incentive compensation of common stock value (in dollars per share) | $ / shares | $ 18 | ||||||||||||
Maximum | President | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees per week | $ 125,000 | ||||||||||||
Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Subscription agreement, incentive compensation of common stock value (in dollars per share) | $ / shares | $ 10 | ||||||||||||
Realization Services, Inc. | President | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting services extension term | 21 days | ||||||||||||
Realization Services, Inc. | Consulting Expenses with Realization Services | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses from transactions with related party | 600,000 | 2,400,000 | |||||||||||
Clinton Group | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Subscription agreement, cash managed | $ 35,000,000 | $ 20,000,000 | |||||||||||
Short term investments | 400,000 | 19,500,000 | |||||||||||
Decrease in short-term investment balance | 19,100,000 | ||||||||||||
Redemptions | 18,700,000 | ||||||||||||
Clinton Group | Payment of Performance Fees | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction, amounts of transaction | 500,000 | ||||||||||||
Clinton Group | Other income (expense), net | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Unrealized holding loss | 400,000 | 4,500,000 | |||||||||||
Performance fees | $ 500,000 | ||||||||||||
Madison Avenue Capital Holdings, Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 8.10 | ||||||||||||
Stock issued (in shares) | shares | 1,250,000 | ||||||||||||
Lock-up period | 3 years | ||||||||||||
Connected Data, Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consideration transferred | $ 6,700,000 | ||||||||||||
Additional possible contingent compensation | $ 300,000 | ||||||||||||
Number of periods to achieve revenue targets | period | 3 | ||||||||||||
Duration of target periods | 6 months |