Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | GlassBridge Enterprises, Inc. | |
Entity Central Index Key | 0001014111 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 5,137,487 | |
Trading Symbol | GLAE | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenue | $ 100 | |
Cost of goods sold | ||
Gross profit | 100 | |
Operating expenses: | ||
Selling, general and administrative | 800 | 1,700 |
GBAM Fund expenses | 100 | |
Restructuring and other | 100 | |
Total operating expenses | 900 | 1,800 |
Operating loss from continuing operations | (900) | (1,700) |
Other income (expense): | ||
Interest expense | (100) | |
Net loss from GBAM Fund activities | (100) | |
Other income, net | 200 | |
Total other income (expense) | ||
Loss from continuing operations before income taxes | (900) | (1,700) |
Income tax benefit | ||
Loss from continuing operations | (900) | (1,700) |
Discontinued operations: | ||
Income on sale of discontinued businesses, net of income taxes | 10,200 | |
Income from discontinued operations, net of income taxes | 300 | |
Income from discontinued operations, net of income taxes | 10,500 | |
Net income (loss) | $ 9,600 | $ (1,700) |
Loss per common share attributable to GlassBridge common shareholders - basic and diluted: | ||
Continuing operations | $ (0.18) | $ (0.33) |
Discontinued operations | 2.06 | |
Net income (loss) | $ 1.88 | $ (0.33) |
Weighted average common shares outstanding: | ||
Basic and diluted | 5,100,000 | 5,100,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Net income (loss) | $ 9,600 | $ (1,700) |
Net pension adjustments, net of tax: | ||
Liability adjustments for defined benefit pension plans | ||
Reclassification of adjustment for defined benefit plans recorded in net loss | 100 | 100 |
Total net pension adjustments | 100 | 100 |
Net foreign currency translation: | ||
Unrealized foreign currency translation losses | (300) | |
Total net foreign currency translation | (300) | |
Total other comprehensive income (loss), net of tax | 100 | (200) |
Comprehensive income (loss) | $ 9,700 | $ (1,900) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,000 | $ 4,900 |
Other current assets | 1,400 | 1,200 |
Current assets of discontinued operations | 2,400 | |
Total current assets | 4,400 | 8,500 |
Other assets | 6,000 | 6,100 |
Non-current assets of discontinued operations | 0 | 400 |
Total assets | 10,400 | 15,000 |
Current liabilities: | ||
Accounts payable | 500 | 400 |
Other current liabilities | 3,200 | 3,300 |
Current liabilities of discontinued operations | 600 | 4,600 |
Total current liabilities | 4,300 | 8,300 |
Other liabilities | 15,400 | 23,700 |
Other liabilities of discontinued operations | 200 | 2,200 |
Total liabilities | 19,900 | 34,200 |
Shareholders' deficit: | ||
Preferred stock, $.01 par value, authorized 25 million shares, none issued and outstanding | ||
Common stock, $.01 par value, authorized 10 million shares, 5.7 million issued at March 31, 2019; 5.7 million issued at December 31, 2018 | 100 | 100 |
Additional paid-in capital | 1,049,000 | 1,049,000 |
Accumulated deficit | (1,013,300) | (1,022,900) |
Accumulated other comprehensive loss | (20,600) | (20,700) |
Treasury stock, at cost: 0.6 million shares at March 31, 2019; 0.6 million shares at December 31, 2018 | (24,700) | (24,700) |
Total GlassBridge Enterprises, Inc. shareholders' deficit | (9,500) | (19,200) |
Total liabilities and shareholders' deficit | $ 10,400 | $ 15,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,700,000 | 5,700,000 |
Treasury stock | 600,000 | 600,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 100 | $ 1,050,900 | $ (1,027,500) | $ (18,900) | $ (26,600) | $ (4,700) | $ (26,700) |
Balance, shares at Dec. 31, 2017 | 5,687,789 | 633,939 | |||||
Net income (loss) | (1,700) | (1,700) | |||||
Pension adjustments, net of tax | 100 | 100 | |||||
Restricted stock grants and other | 1,700 | $ 1,600 | (100) | ||||
Restricted stock grants and other, shares | (77,690) | ||||||
Net change in cumulative translation adjustment | (300) | (300) | |||||
ASC 606 Adjustment | 300 | $ 556,249 | 300 | ||||
Balance at Mar. 31, 2018 | $ 100 | 1,049,200 | (1,028,900) | (19,100) | (25,000) | $ (4,700) | (28,400) |
Balance, shares at Mar. 31, 2018 | 5,687,789 | ||||||
Balance at Dec. 31, 2018 | $ 100 | 1,049,000 | (1,022,900) | (20,700) | $ (24,700) | (19,200) | |
Balance, shares at Dec. 31, 2018 | 5,687,789 | 550,302 | |||||
Net income (loss) | 9,600 | 9,600 | |||||
Pension adjustments, net of tax | 100 | 100 | |||||
Balance at Mar. 31, 2019 | $ 100 | $ 1,049,000 | $ (1,013,300) | $ (20,600) | $ (24,700) | $ (9,500) | |
Balance, shares at Mar. 31, 2019 | 5,687,789 | 550,302 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 9,600 | $ (1,700) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 800 | |
Stock-based compensation | (200) | |
Pension settlement and curtailments | 100 | |
Gain on sale of assets | (9,600) | |
Short term investment | 400 | |
Other, net | (200) | (300) |
Changes in operating assets and liabilities | (2,600) | (900) |
Net cash used in operating activities | (2,800) | (1,800) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (200) | |
Disbursement related to disposal group | (500) | |
Proceeds from sale of assets | 1,000 | |
Net cash provided by (used in) investing activities | 500 | (200) |
Cash Flows from Financing Activities: | ||
Net cash provided by financing activities | ||
Net change in cash and cash equivalents | (2,300) | (2,000) |
Cash, cash equivalents and restricted cash - beginning of period | 5,300 | 10,700 |
Cash, cash equivalents and restricted cash - end of period (a) | 300 | 8,700 |
Supplemental disclosures of cash paid during the period: | ||
Income taxes (net of refunds received) | 100 | |
Current assets: | ||
Cash and cash equivalents | 3,000 | 8,100 |
Restricted cash included in other current assets | 200 | |
Non-current assets: | ||
Restricted cash included in non-current assets of discontinued operations | 400 | |
Total cash, cash equivalents and restricted cash | $ 3,000 | $ 8,700 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1 — Basis of Presentation GlassBridge Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) 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. The interim Condensed Consolidated Financial Statements of GlassBridge are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of financial position, results of operations, comprehensive loss and cash flows for the periods presented. Except as otherwise disclosed herein, these adjustments consist of normal and recurring items. The results of operations for any interim period are not necessarily indicative of full year results. The Condensed Consolidated Financial Statements and Notes are presented in accordance with the requirements for Quarterly Reports on Form 10-Q and do not contain certain information included in our annual Consolidated Financial Statements and Notes presented in accordance with the requirements of Annual Reports on Form 10-K. The unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company owns or controls fifty percent or more of the voting shares and has the right to control. The results of entities disposed of are included in the unaudited Condensed Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included in the interim results reported. The preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses for the reporting periods. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. The December 31, 2018 Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Financial Statements but does not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with our Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the U.S. Securities and Exchange Commission on April 1, 2019. The operating results of our legacy business segments, Consumer Storage and Accessories and Tiered Storage and Security Solutions (the “Legacy Businesses”) and the Nexsan Business (which includes the “Nexsan Group” as defined below), are presented in our Condensed Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations in each period presented represents our “Asset Management Business,” which consists of our investment advisory business conducted through GBAM, as well as corporate expenses and activities not directly attributable to our Legacy Businesses or the Nexsan Business. Assets and liabilities directly associated with our Legacy Businesses and Nexsan Business and that are not part of our ongoing operations have been separately presented on the face of our Condensed Consolidated Balance Sheet as of both March 31, 2019 and December 31, 2018. See Note 4 - Discontinued Operations Sale of international subsidiaries and Imation Latin America Corp. As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) as of April 2, 2019, on March 31, 2019, the Company entered into a securities purchase agreement (the “IMN Capital Agreement”) with IMN Capital Holdings, Inc., a Delaware corporation (“IMN Capital”) whereby the Company sold its entire ownership of its international subsidiaries together with its entire ownership in Imation Latin America Corp., a Delaware corporation (the “Imation Subsidiaries”). As previously disclosed, certain subsidiaries of the Company, including the Imation Subsidiaries, are parties to certain lawsuits, claims, and other legal proceedings concerning claims and counterclaims relating to excess payments made by the Imation Subsidiaries relating to copyright levies in European Union (“EU”) member states (the “Subsidiary Litigation”). Pursuant to the terms and subject to the conditions of the IMN Capital Agreement, IMN Capital acquired from the Company the Company’s shares representing the Company’s ownership interests in each of the Imation Subsidiaries (the “Subsidiary Sale”). Following the Subsidiary Sale, the Imation Subsidiaries are no longer affiliates of the Company, and the Company has no interest in or to the Imation Subsidiaries except as explicitly described in the IMN Capital Agreement. In consideration for the Subsidiary Sale, the Company shall receive certain compensation from IMN Capital. As defined in the IMN Capital Agreement, a payment occurrence is the settlement or final adjudication as to all demands, claims, counter-claims, cross-claims, third-party claims, damages, fees, costs and expenses, brought and raised on any matters arising from or related to the Subsidiary Litigation (a “Payment Occurrence”). In connection with the Subsidiary Sale, the purchase price furnished by IMN Capital to the Company (the “Purchase Price”) shall consist of (i) one hundred dollars ($100.00) payable on the closing date of the IMN Capital Agreement and (ii) 75% of all net proceeds from Subsidiary Litigation (which, for the avoidance of doubt, shall be calculated after the payment of (i) the retirement of the Germany pension liability; (ii) contingency fees payable to attorneys engaged in connection with the Subsidiary Litigation; (iii) fees payable to Mach 5, the litigation financing company and (iv) the payment of all applicable taxes including income taxes in connection with the Subsidiary Litigation) (such payment, the “Contingent Payment”). The Company expects to record a one-time non-cash gain of approximately $12 million in connection with IMN Capital Agreement transaction. Liquidity and Management Plan The Company incurred operating and cash flow losses for several reporting periods and had a working capital balance of $0.1 million as of March 31, 2019. These losses raised substantial doubt about our ability to continue as a going concern. Although the working capital balance is only $0.1 million, it included $3.0 million of cash as of March 31, 2019, which is expected to fund our operations in the next twelve months. As a result, we have undertaken a financial and operational restructuring plan approved by our Board of Directors (the “Board”) prior to the 2018 fiscal year (the “Restructuring Plan”). Operating under the Restructuring Plan includes executing changes to our business model. Management’s execution of the Restructuring Plan, which we believe will alleviate the substantial doubt about our ability to continue as a going concern, is as follows: ● Asset Management Business ● Legacy Business ● Corporate ● Tax Refund: ● Pension Liabilities: Subsequent Events ● Asset Monetization: Our cash balance was $3.0 million as of March 31, 2019. Our liquidity needs for the next 12 months include the following: corporate expenses of approximately $2.0 million and investments of $1.0 million. We expect that our cash and potential cash flow from GBAM and asset monetization (i.e. monetizing the Arrive investment) will provide liquidity sufficient to meet our obligations as they become due within one year from the date these financial statements are issued. We also plan to raise additional capital from non-strategic asset sales, or otherwise, if necessary, although no assurance can be made that we will be able to secure such financing, if needed, on favorable terms or at all. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | Note 2 — New Accounting Pronouncements Adoption of New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 is effective for the Company beginning January 1, 2019, and does not have a material impact on its consolidated results of operations or financial condition. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU seeks to help entities reclassify certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), enacted on December 22, 2017. ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate. The amendments of this ASU allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%. The amendments in this ASU are effective for the Company beginning January 1, 2019, and do not have a material impact on its consolidated results of operations or financial condition. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. The ASU also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606, Revenue from Contracts with Customers. The ASU requires a modified retrospective transition approach. For the Company, the ASU is effective as of January 1, 2019 and does not have a material impact on its consolidated results of operations or financial condition. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amends ASU No. 2016-02, Leases. The new ASU includes certain clarifications to address potential narrow-scope implementation issues which the Company is incorporating into its assessment and adoption of ASU No. 2016-02. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. This standard does not have a material impact on the Company’s consolidated results of operations or financial condition. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASU No. 2016-02, Leases. The new ASU offers an additional transition method by which entities may elect not to recast the comparative periods presented in financial statements in the period of adoption and allows lessors to elect a practical expedient to not separate lease and nonlease components when certain conditions are met. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. This standard does not have a material impact on the Company’s consolidated results of operations or financial condition. New Accounting Pronouncements To Be Adopted In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. For the Company, the ASU is effective as of January 1, 2020. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires a retrospective transition approach. For the Company, the ASU is effective as of January 1, 2021. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Note 3 — Income (Loss) per Common Share Basic income (loss) per common share is calculated using the weighted average number of shares outstanding for the period. Unvested restricted stock and treasury shares are excluded from the calculation of 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 shares outstanding plus the dilutive effect of our stock-based compensation plans using the “treasury stock” method. Since the exercise price of our stock options is greater than the average market price of the Company’s common stock for the period, we did not include dilutive common equivalent shares for these instruments in the computation of diluted net income (loss) per share because the effect would have been anti-dilutive. The following table sets forth the computation of the weighted average basic and diluted income (loss) per share: Three Months Ended March 31, (In millions, except for per share amounts) 2019 2018 Numerator: Income (loss) from continuing operations $ (0.9 ) $ (1.7 ) Income (loss) from discontinued operations, net of income taxes 10.5 — Net gain (loss) $ 9.6 $ (1.7 ) Denominator: Weighted average number of common shares outstanding during the period - basic and diluted 5.1 5.1 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (0.18 ) $ (0.33 ) Discontinued operations 2.06 — Net gain (loss) $ 1.88 $ (0.33 ) Anti-dilutive shares excluded from calculation 0.1 0.4 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 — Discontinued Operations On March 31, 2019, the Company entered into a securities purchase agreement with IMN Capital Holdings, Inc., a Delaware company (“IMN Capital”) to sell its entire ownership of its international subsidiaries and Imation Latin America Corp., a Delaware corporation (the “Imation Subsidiaries”) (the “Subsidiary Sale”). In connection with the sale, the purchase price furnished by IMN Capital to the Company consisted of (i) one hundred dollars ($100.00) payable on the closing date of the IMN Capital Agreement and (ii) 75% of all net proceeds from subsidiary litigation (which, for the avoidance of doubt, shall be calculated after the payment of (i) the retirement of the Germany pension liability; (ii) contingency fees payable to attorneys engaged in connection with the Subsidiary Litigation; (iii) fees payable to Mach 5, the litigation financing company and (iv) the payment of all applicable taxes including income taxes in connection with the subsidiary litigation). The Company recorded a one-time non-cash gain of approximately $9.6 million in connection with IMN Capital Agreement transaction. The operating results for the Legacy Businesses and the Nexsan Business are presented in our Condensed Consolidated Statements of Operations as discontinued operations for all periods presented and reflect revenues and expenses that are directly attributable to these businesses that were eliminated from our ongoing operations. The key components of the results of discontinued operations were as follows: Three Months Ended March 31, (In millions) 2019 2018 Net revenue $ 0.1 $ 9.3 Cost of goods sold 0.1 4.5 Gross profit — 4.8 Selling, general and administrative 0.3 3.9 Research and development — 1.2 Restructuring and other — 0.1 Other (income) expense (0.6 ) (0.4 ) Income from discontinued operations, before income taxes 0.3 — Income on sale of discontinued businesses, before income taxes 9.6 — Income tax benefit (provision) 0.6 — Income (loss) from discontinued operations, net of income taxes $ 10.5 $ — Net income of discontinued operations for the three months ended March 31, 2019 increased by $10.5 million compared to the same period last year mainly due to the sale of the Imation Subsidiaries. Current assets of discontinued operations were $0.0 million as of March 31, 2019. Current assets of discontinued operations as of December 31, 2018 of $2.4 million included $0.7 million of accounts receivable, $1.0 million related to funds held in escrow and $0.7 million of other current assets. The decrease of the current assets in 2019 was due to the sale of the Imation Subsidiaries. Current liabilities of discontinued operations were $0.6 million as of March 31, 2019. Current liabilities of discontinued operations of $4.6 million as of December 31, 2018 included $1.7 million of accounts payable, $1.0 million due to CMC and $2.2 million of other current liabilities. The decrease of the current liabilities in 2019 was due to the sale of the Imation Subsidiaries. Other liabilities of discontinued operations were $0.2 million as of March 31, 2019. Other liabilities of discontinued operations of $2.2 million as of December 31, 2018 included $0.5 million of withholding tax, $0.6 million of tax contingencies and $1.1 million of other liabilities. The decrease of the other liabilities in 2019 was due to the sale of the Imation Subsidiaries. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Note 5 — Supplemental Balance Sheet Information Additional supplemental balance sheet information is provided as follows: Other assets primarily included a $4.0 million strategic investment in equity securities. The strategic investment in equity securities is consistent with our stated strategy of exploring a diverse range of new strategic asset management business opportunities for our portfolio. Historically, we accounted for such investment under the cost method of accounting. The adoption of ASU No. 2016-01 in the first quarter of 2018 effectively eliminated the cost method of accounting and the carrying value of this investment is written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. Our strategic investment in equity securities does not have a readily determinable fair value therefore the new guidance was adopted prospectively. As of March 31, 2019, there were no indicators of impairment for this investment. The Company will assess the investment for potential impairment on a quarterly basis. In addition, other assets as of March 31, 2019 also include a $1.1 million receivable for minimum tax credit refund, escrowed funds related to the NXSN sale of $0.7 million and $0.2 million of other assets. Other current liabilities primarily included pension minimum contributions of $1.9 million and $1.9 million, levy accruals of $0.0 million and $0.3 million and accrued payroll of $0.1 million and $0.2 million as of March 31, 2019 and December 31, 2018, respectively. Other liabilities included pension liabilities of $14.4 million and $23.0 million as of March 31, 2019 and December 31, 2018, respectively. The change in the pension liabilities was due to the Subsidiary Sale. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 — Intangible Assets As of March 31, 2019 and December 31, 2018, the Company did not have any intangible assets. Amortization expenses were $0.0 million and $0.5 million for the three months ended March 31, 2019 and 2018, respectively, and the prior year expense related to intangible assets acquired when we closed the Capacity and Services Transaction with Clinton on February 2, 2017. These intangible assets were impaired in the fourth quarter of 2018. Amortization expense for intangible assets consisted of the following: Three Months Ended March 31, (In millions) 2019 2018 Amortization expense $ 0.0 $ 0.5 The Company currently does not expect to have any amortization expenses for the remainder of 2019 or thereafter. |
Restructuring and Other Expense
Restructuring and Other Expense | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expense | Note 7 — Restructuring and Other Expense Restructuring and other expense was $0.1 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively. Activity related restructuring accruals was as follows: (In millions) Severance and Related Accrued balance at December 31, 2018 $ 0.1 Charges 0.1 Usage and payments $ (0.1 ) Accrued balance at March 31, 2019 $ 0.1 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8 — Stock-Based Compensation Stock-based compensation for continuing operations consisted of the following: Three Months Ended March 31, (In millions) 2019 2018 Stock-based compensation expense $ — $ (0.2 ) We have stock-based compensation awards consisting of stock options, restricted stock and stock appreciation rights under four plans (collectively, the “Stock Plans”) which are described in detail in our Annual Report on Form 10-K for the year ended December 31, 2018. As of March 31, 2019, there were 288,295 shares available for grant under the 2011 Incentive Plan. No further shares were available for grant under any other stock incentive plan. Stock Options The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Outstanding December 31, 2018 22,758 $ 83.67 Canceled (20,648 ) 83.14 Outstanding March 31, 2019 2,110 $ 88.79 Exercisable as of March 31, 2019 2,110 $ 88.79 The outstanding options are non-qualified and generally have a term of ten years. The weighted average assumptions used in the valuation of options are not applicable for the periods ending March 31, 2019 and 2018 as no options were granted over this time. Three Months Ended March 31, 2019 2018 Volatility N/A N/A Risk-free interest rate N/A N/A Expected life (months) N/A N/A Dividend yield N/A N/A As of March 31, 2019, there was no unrecognized compensation expense related to non-vested stock options granted under our Stock Plans. 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, 2018 30,000 $ 7.03 Granted — — Vested (15,000 ) 7.03 Forfeited — — Nonvested as of March 31, 2019 15,000 $ 7.03 The cost of the awards is determined using the fair market value of the Company’s common stock on the date of the grant, and compensation is recognized on a straight-line basis over the requisite vesting period. As of March 31, 2019, there was less than $0.1 million of total unrecognized compensation expense related to non-vested restricted stock granted under our Stock Plans. That expense is expected to be recognized over a weighted average period of 1.0 years. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 9 — Retirement Plans Pension Plans Effective January 1, 2010, the U.S. pension 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. During the three months ended March 31, 2019, the Company did not make any contributions to our U.S. pension plan. The Company was notified by the PBGC on April 16, 2019 that the Company’s application for termination of the GlassBridge Enterprises Cash Balance Pension Plan was approved by the Pension Benefit Guaranty Corporation with a termination date of April 30, 2019. The termination will relieve the Company of the funding requirements of the Plan. See Note 15 – Subsequent Events Components of net periodic pension (credit) cost included the following: United States Three Months Ended March 31, (In millions) 2019 2018 Interest cost $ 0.6 $ 0.5 Expected return on plan assets (0.7 ) (0.8 ) Amortization of net actuarial loss 0.1 0.1 Net periodic pension credit — (0.2 ) Settlement loss — — Total pension (credit) cost $ — $ (0.2 ) Germany was the Company’s only remaining international plan. In connection with the Subsidiary Sale, the Company no longer has any international plans |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes For interim income tax reporting, we are required to estimate our annual effective tax rate and apply it to year-to-date pre-tax income/loss excluding unusual or infrequently occurring discrete items. Tax jurisdictions with losses for which tax benefits cannot be realized are excluded. For the three months ended March 31, 2019, we recorded income tax from continuing operations of $0.0 million on a loss of $0.9 million. For the three months ended March 31, 2018, we recorded income tax of $0.0 million on a loss of $1.7 million. The effective income tax rate for the three months ended March 31, 2019 differs from the U.S. federal statutory rate of 21% primarily due to a valuation allowance on various deferred tax assets. Adjustments were made to previous financial statements as a result of the Tax Reform Act passed on December 22, 2017. Most significantly, the elimination of the corporate alternative minimum tax and ability to file for refunds of minimum tax credit carryovers resulted in reclassification of $2.2 million as a receivable, half of which is shown as a current receivable on the balance sheet to reflect the cash refund due later in 2019 (with the remainder due in years 2020 through 2022). We accrue for the effects of uncertain tax positions and the related potential penalties and interest. For the three months ending March 31, 2019 we reversed $607k of the liability related to our Legacy businesses’ foreign subsidiaries, as these liabilities stay with the foreign entities that were sold during the quarter. The tax benefit was recorded in discontinued operations, where the liabilities of $0.6 million and $0.9 million as of December 31, 2018 and March 31, 2018, respectively, had previously been recorded. We file income tax returns in multiple jurisdictions and are subject to review by various U.S and foreign taxing authorities. Our U.S. federal income tax returns for 2015 through 2018 are subject to examination by the Internal Revenue Service. With few exceptions, we are no longer subject to examination by foreign tax jurisdictions or state and local tax jurisdictions for years before 2012. In the event that we have determined not to file tax returns with a particular state or city, all years remain subject to examination by the tax jurisdiction. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 11 — Shareholders’ Equity Treasury Stock On May 2, 2012, the Board authorized a share repurchase program that allowed for the repurchase of 500,000 shares of common stock. On November 14, 2016, our Board authorized a new share repurchase program under which we may repurchase up to 500,000 shares of common stock. This authorization replaces the Board’s prior May 2, 2012 share repurchase authorization. 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. The Company did not purchase any shares during the three months ended March 31, 2019. Since the inception of the November 14, 2016 authorization, we have repurchased 65,915 shares of common stock for $0.3 million and, as of March 31, 2019, we had remaining authorization to repurchase 434,085 additional shares. The treasury stock held as of March 31, 2019 was acquired at an average price of $44.88 per share. Following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2018 550,302 Purchases — Restricted stock grants — Forfeitures and other — Balance as of March 31, 2019 550,302 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss and related activity consisted of the following: (In millions) Defined Benefit Plans Balance as of December 31, 2018 $ (20.7 ) Amounts reclassified from accumulated other comprehensive income, net of tax 0.1 Balance as of March 31, 2019 $ (20.6 ) Details of amounts reclassified from accumulated other comprehensive loss and the line item in the Condensed Consolidated Statements of Operations are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Three Months Ended March 31, Affected Line Item in the Condensed Consolidated Statements of Operations (In millions) 2019 2018 Where (Gain) Loss is Presented Amortization of net actuarial loss $ 0.1 $ 0.1 Other income (expense) Cumulative translation adjustment — (0.3 ) Discontinued operations Total reclassifications for the period $ 0.1 $ (0.2 ) Income taxes are not provided for cumulative translation adjustment relating to permanent investments in international subsidiaries. Reclassification adjustments are made to avoid double counting in comprehensive income (loss) items that are also recorded as part of net income (loss) and are presented net of taxes in the Consolidated Statements of Comprehensive Income (Loss |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12 — Segment Information The Legacy Businesses and the Nexsan Business are presented in our Condensed Consolidated Statements of Operations as discontinued operations and are not included in segment results for all periods presented. See Note 4 - Discontinued Operations On February 2, 2017, we closed the Capacity and Services Transaction with Clinton. The Capacity and Services Transaction allows GBAM to access investment capacity within Clinton’s quantitative equity strategy. In addition, we have recently taken steps to build our own independent organizational foundation while leveraging Clinton’s capabilities and infrastructure. While our intention is to primarily engage in the management of third-party assets, we may make opportunistic proprietary investments from time to time that comply with applicable laws and regulations. Since the closing of the Capacity and Services Transaction, we have focused on our Asset Management Business as our primary operating business segment. See Note 14 - Related Party Transactions for additional information. In March 2017, ARRIVE was formed through a collaboration with Roc Nation, a full-service entertainment company founded by Shawn “JAY Z” Carter, Primary Venture Partners (“Primary”) and GBAM. Primary will serve as a venture advisor and GlassBridge will provide institutional and operational support. ARRIVE was created to invest alongside entrepreneurs and early stage businesses. Among other things, ARRIVE has launched a traditional venture fund in order to, among other activities, support existing portfolio companies through their subsequent growth stages and anticipates launching other special purpose investment vehicles to invest in private equity transactions. In June 2017, we launched our first GBAM-managed investment fund (the “GBAM Fund”) which focuses on technology-driven quantitative strategies and other alternative investment strategies. The fund initially performed in-line with the expectation for 2017. However, we had a difficult time raising third-party capital due to the overall under-performance of the hedge fund industry. In Q4, 2018, after our internal business review and deliberations, we decided to temporarily close the GBAM Fund to save operating costs. 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 March 31, 2019, the Asset Management Business is our only reportable segment. We evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated results. The corporate and unallocated operating loss includes costs which are not allocated to the business segments in management’s evaluation of segment performance such as litigation settlement expense, corporate expense and other expenses. For our Asset Management Business, we include net income from GBAM Fund activities in our performance evaluation. Net income from GBAM Fund activities primarily represents realized and unrealized gains and losses for the GBAM Fund. Net revenue and operating loss from continuing operations by segment were as follows: Three Months Ended March 31, (In millions) 2019 2018 Net revenue Asset Management Business — 0.1 Total net revenue $ — $ 0.1 Three Months Ended March 31, (In millions) 2019 2018 Operating income (loss) from continuing operations Asset Management Business 0.0 (0.9 ) Total segment operating loss 0.0 (0.9 ) Corporate and unallocated (0.8 ) (0.8 ) Restructuring and other (0.1 ) — Total operating loss (0.9 ) (1.7 ) Interest expense — (0.1 ) Net gain (loss) from GBAM Fund activities — (0.1 ) Other income (expense), net — 0.2 Loss from continuing operations before income taxes $ (0.9 ) $ (1.7 ) |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Note 13 — 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 March 31, 2019, we are unable to estimate with certainty the ultimate aggregate amount of monetary liability or financial impact that we may incur with respect to these matters. It is reasonably possible that the ultimate resolution of these matters, individually or in the aggregate, could materially affect our financial condition, results of operations and cash flows. Intellectual Property Litigation The Company is subject to allegations of patent infringement by our competitors as well as non-practicing entities (“NPEs”) - sometimes referred to as “patent trolls” - who may seek monetary settlements from us, our competitors, suppliers and resellers. The nature of such litigation is complex and unpredictable and, consequently, the Company is not able to reasonably estimate with precision the amount of any monetary liability or financial impact that may be incurred with respect to these matters. As of May 15, 2019, 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. Trade Related Litigation On January 26, 2016, CMC, a supplier of our Legacy Businesses, filed a suit in the District Court of Ramsey County Minnesota, seeking damages from the Company and the Company’s wholly-owned subsidiary Imation Latin America Corp. (“ILAC”) for alleged breach of contract. CMC also brought similar claims in Japan and the Netherlands against other of our subsidiaries. As previously disclosed in the Current Report on Form 8-K we filed with the SEC on September 18, 2017, we entered into a settlement agreement with CMC on September 15, 2017 resolving all claims relating to the CMC lawsuits. Pursuant to the settlement, (i) we agreed that our subsidiary Imation Corporation Japan (“ICJ”) will cause the release and payment to CMC of approximately $9.2 million in attached assets, (ii) ICJ made a payment to CMC of $1.5 million on October 10, 2017, (iii) our subsidiary Imation Europe B.V. (“IEBV”) will cause the release and payment to CMC of approximately $825,000 in attached assets, (iv) ICJ issued to CMC an unsecured promissory note (the “CMC Note”) in the amount of $1.5 million, and (v) we guaranteed CMC ICJ’s obligations under the CMC Note. As of December 31, 2017, both ICJ and Europe B.V. had released the required payments to CMC. In January 2018, ICJ made a $0.5 million payment to CMC in relation to the $1.5 million CMC Note discussed above. On March 28, 2019, the Company, together with its subsidiaries, including IJC, entered into a pre-pay agreement (the “Pre-Pay Agreement”) with CMC providing that the Company shall pre-pay the remaining balance of $1,000,000 due and payable under the CMC Note for a one-time cash payment of $325,000, and CMC accepted such pre-payment in full satisfaction of the Company’s obligations under the settlement agreement and the CMC Note. The $325,000 payment was made on March 28, 2019. The Company has various trade disputes with vendors related to the Legacy Businesses. The Company believes it has made adequate accruals with respect to the disputes for which such is appropriate according to our accounting policy. Employee Matters On March 29, 2017, three former Legacy Business employees who were among the approximately 100 similarly situated employees terminated as a result of the Restructuring Plan filed a lawsuit in the Minnesota State District Court of Ramsey County asserting state law claims for non-payment of allegedly promised severance benefits of approximately $200,000. 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. On February 27, 2019, the Company settled the claim for a gross payment of $86,000. Forty-five former Legacy Business employees are suing the Company for unpaid severance allegedly promised to them by the Company. Plaintiffs allege the Company promised them and other employees a severance package that they claim is separate from severance under Imation’s discretionary ERISA severance plan called the Income Assistance Plan. The case has not been filed and no schedule is set. We believe these state law claims are without merit and are vigorously defending our position. Copyright Levies We had previously disclosed various copyright levy litigations related to our former subsidiary – IEBV. In connection with the Subsidiary Sale, the Company is no longer liable for adverse outcomes and may receive Contingent Payouts should IEBV prevail in litigation. 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 March 31, 2019 and December 31, 2018, estimated liability amounts associated with such indemnifications were not material. Environmental Matters Our Legacy Business operations and indemnification obligations resulting from our spinoff from 3M subject us liabilities arising from a wide range of federal, state and local environmental laws. For example, from time to time we have received correspondence from 3M notifying us that we may have a duty to defend and indemnify 3M with respect to certain environmental claims such as remediation costs. Environmental remediation costs are accrued when a probable liability has been determined and the amount of such liability has been reasonably estimated. These accruals are reviewed periodically as remediation and investigatory activities proceed and are adjusted accordingly. We did not have any environmental accruals as of March 31, 2019. Compliance with environmental regulations has not had a material adverse effect on our financial results. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 — Related Party Transactions On January 1, 2019, the Company and Clinton entered into a management service agreement (the “Management Service Agreement”), pursuant to which Clinton agreed to provide certain services to the Company, including accounting and treasury services, service of managing the third party fund administrator, IT services, payroll and benefit services and other administration services as reasonably requested by the Company. The initial term of this Management Service Agreement is six (6) months (the “Initial Term”) and shall renew for successive renewal terms of three (3) calendar months (each, a “Renewal Term”) unless either Party provides notice of nonrenewal to the other Party prior to the conclusion of the then current initial term or renewal term. The Company shall pay Clinton at the rate of $68,750 each quarter for the Initial Term and each Renewal Term. On January 31, 2017, the Company held a special meeting of the stockholders of the Company at which the stockholders approved the issuance of up to 1,500,000 shares (the “Capacity Shares”) of the Company’s common stock (as adjusted to reflect the Reverse Stock Split), par value $0.01 per share, pursuant to the Subscription Agreement, dated as of November 22, 2016, by and between the Company and Clinton, as amended by Amendment No. 1 to the Subscription Agreement, dated as of January 9, 2017 (as so amended, the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, on February 2, 2017 (the “Initial Closing Date”), the Company entered into the Capacity and Services Transaction with Clinton Group and GBAM (the “Capacity and Services Transaction”). As consideration for the capacity and services Clinton has agreed to provide under the Capacity and Services Transaction and pursuant to the terms of the Subscription Agreement, the Company issued 1,250,000 shares of the Company’s common stock (as adjusted to reflect the Reverse Stock Split) to Madison Avenue Capital Holdings, Inc. (“Madison”), an affiliate of Clinton, on the Initial Closing Date. The closing price of the Company’s common stock on the Initial Closing Date was $8.10. The Company also entered into a Registration Rights Agreement with Madison on the Initial Closing Date, relating to the registration of the resale of the Capacity Shares as well as a letter agreement with Madison pursuant to which Madison has agreed to a three-year lockup with respect to any Capacity Shares issued to it. The Company did not have a short term investment balance in Clinton Lighthouse as of March 31, 2019 and December 31, 2018, and as such did not have any unrealized gains for the three months ended March 31, 2019. Pursuant to the Capacity and Services Agreement, the Company will no longer incur management or performance fees related to our investment in Clinton Lighthouse. Daniel A. Strauss serves as our Chief Executive Officer and Chief Operating Officer, and Francis Ruchalski serves as our Chief Financial Officer, pursuant to the terms of a the Amended and Restated Services Agreement we entered into with Clinton on March 31, 2019 (the “Amended Services Agreement”) replacing in its entirety that certain Services Agreement we entered into with Clinton on March 2, 2017 (the “Services Agreement”). The Amended Services Agreement provides that Clinton will make available certain of its employees to provide services to the Company, including CEO services, COO services and CFO services (the “Executive Services”). In addition to the Executive Services, Clinton will make available other employees of Clinton as necessary to manage certain business functions as deemed necessary in the sole discretion of Clinton to provide other management services (the “Management Services”). Under the Amended Services Agreement, Clinton may designate substitutes for Mr. Strauss or Mr. Ruchalski or any other employee providing any Management Services. In consideration for the Executive Services and Management Services, the Company shall provide to Clinton a rate of $243,750 for the initial term, such term being the first three (3) months following the execution date of the Amended Services Agreement, and to automatically renew for successive renewal terms of three (3) calendar months each, the fee for each renewal term being $243,750. Clinton will continue to pay Mr. Strauss’s and Mr. Ruchalski’s compensation and benefits and we have agreed to pay or reimburse Mr. Strauss for their reasonable expenses. Pursuant to the terms of the Amended Services Agreement, we have also agreed to indemnify Mr. Strauss, Mr. Ruchalski, Clinton, any substitute for Mr. Strauss, Mr. Ruchalski, or any other Clinton employee providing services under the Master Services Agreement for certain losses. As of March 31, 2019, the Company paid Clinton $1,462,500 under the Services Agreement and recorded $462,500 and $125,000 within “Selling, general and administrative” in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 — Subsequent Events As previously disclosed, on July 1, 1996, GlassBridge Enterprises, Inc., formerly known as Imation Corp., a Delaware corporation (the “Company”) adopted the Imation Cash Balance Pension Plan, now known as the GlassBridge Enterprises Cash Balance Pension Plan (the “Plan”), an employee benefit plan formed pursuant to 29 U.S.C. § 1321(a). Beginning in September 2018, the Company entered into discussions with the U.S. Pension Benefit Guaranty Corporation (the “PBGC”), a United States government agency established by Title IV of the Employee Retirement Income Security Act of 1974 (“ERISA”) which insures certain pension plans., for the purpose of obtaining certain relief from the Company’s obligations under the Plan. On April 16, 2019, the Company received notice from the PBGC, that the Company’s application for termination of the Plan had been approved by the PBGC, with the termination date of the Plan to occur on April 30, 2019, the PBGC finding that (i) the Plan did not meet the minimum funding standard required under section 412 of the Internal Revenue Code; (ii) the Plan would be unable to pay benefits when due and (iii) the Plan should be terminated in order to protect the interests of the Plan participants (the “Notice of Determination”). |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU No. 2016-02 is effective for the Company beginning January 1, 2019, and does not have a material impact on its consolidated results of operations or financial condition. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU seeks to help entities reclassify certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), enacted on December 22, 2017. ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate. The amendments of this ASU allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%. The amendments in this ASU are effective for the Company beginning January 1, 2019, and do not have a material impact on its consolidated results of operations or financial condition. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. The ASU also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606, Revenue from Contracts with Customers. The ASU requires a modified retrospective transition approach. For the Company, the ASU is effective as of January 1, 2019 and does not have a material impact on its consolidated results of operations or financial condition. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amends ASU No. 2016-02, Leases. The new ASU includes certain clarifications to address potential narrow-scope implementation issues which the Company is incorporating into its assessment and adoption of ASU No. 2016-02. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. This standard does not have a material impact on the Company’s consolidated results of operations or financial condition. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends ASU No. 2016-02, Leases. The new ASU offers an additional transition method by which entities may elect not to recast the comparative periods presented in financial statements in the period of adoption and allows lessors to elect a practical expedient to not separate lease and nonlease components when certain conditions are met. This ASU has the same transition requirements and effective date as ASU No. 2016-02, which for the Company is January 1, 2019. This standard does not have a material impact on the Company’s consolidated results of operations or financial condition. New Accounting Pronouncements To Be Adopted In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, amends, and adds disclosure requirements for fair value measurements. The amended and new disclosure requirements primarily relate to Level 3 fair value measurements. For the Company, the ASU is effective as of January 1, 2020. The removal and amendment of certain disclosures may be early adopted with retrospective application while the new disclosure requirements are to be applied prospectively. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires a retrospective transition approach. For the Company, the ASU is effective as of January 1, 2021. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Weighted Average Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of the weighted average basic and diluted income (loss) per share: Three Months Ended March 31, (In millions, except for per share amounts) 2019 2018 Numerator: Income (loss) from continuing operations $ (0.9 ) $ (1.7 ) Income (loss) from discontinued operations, net of income taxes 10.5 — Net gain (loss) $ 9.6 $ (1.7 ) Denominator: Weighted average number of common shares outstanding during the period - basic and diluted 5.1 5.1 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (0.18 ) $ (0.33 ) Discontinued operations 2.06 — Net gain (loss) $ 1.88 $ (0.33 ) Anti-dilutive shares excluded from calculation 0.1 0.4 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Key Components of Discontinued Operations | The key components of the results of discontinued operations were as follows: Three Months Ended March 31, (In millions) 2019 2018 Net revenue $ 0.1 $ 9.3 Cost of goods sold 0.1 4.5 Gross profit — 4.8 Selling, general and administrative 0.3 3.9 Research and development — 1.2 Restructuring and other — 0.1 Other (income) expense (0.6 ) (0.4 ) Income from discontinued operations, before income taxes 0.3 — Income on sale of discontinued businesses, before income taxes 9.6 — Income tax benefit (provision) 0.6 — Income (loss) from discontinued operations, net of income taxes $ 10.5 $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortization Expense for Intangible Assets | Amortization expense for intangible assets consisted of the following: Three Months Ended March 31, (In millions) 2019 2018 Amortization expense $ 0.0 $ 0.5 |
Restructuring and Other Expen_2
Restructuring and Other Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Activity Related to Restructuring Accruals | Activity related restructuring accruals was as follows: (In millions) Severance and Related Accrued balance at December 31, 2018 $ 0.1 Charges 0.1 Usage and payments $ (0.1 ) Accrued balance at March 31, 2019 $ 0.1 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation for Continuing Operations | Stock-based compensation for continuing operations consisted of the following: Three Months Ended March 31, (In millions) 2019 2018 Stock-based compensation expense $ — $ (0.2 ) |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Outstanding December 31, 2018 22,758 $ 83.67 Canceled (20,648 ) 83.14 Outstanding March 31, 2019 2,110 $ 88.79 Exercisable as of March 31, 2019 2,110 $ 88.79 |
Summary of Weighted Average Assumptions Used in the Valuation of Stock Options | The weighted average assumptions used in the valuation of options are not applicable for the periods ending March 31, 2019 and 2018 as no options were granted over this time. Three Months Ended March 31, 2019 2018 Volatility N/A N/A Risk-free interest rate N/A N/A Expected life (months) N/A N/A Dividend yield N/A N/A |
Summary of 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, 2018 30,000 $ 7.03 Granted — — Vested (15,000 ) 7.03 Forfeited — — Nonvested as of March 31, 2019 15,000 $ 7.03 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Pension (Credit) Cost | Components of net periodic pension (credit) cost included the following: United States Three Months Ended March 31, (In millions) 2019 2018 Interest cost $ 0.6 $ 0.5 Expected return on plan assets (0.7 ) (0.8 ) Amortization of net actuarial loss 0.1 0.1 Net periodic pension credit — (0.2 ) Settlement loss — — Total pension (credit) cost $ — $ (0.2 ) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Treasury Stock | Following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2018 550,302 Purchases — Restricted stock grants — Forfeitures and other — Balance as of March 31, 2019 550,302 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss and related activity consisted of the following: (In millions) Defined Benefit Plans Balance as of December 31, 2018 $ (20.7 ) Amounts reclassified from accumulated other comprehensive income, net of tax 0.1 Balance as of March 31, 2019 $ (20.6 ) |
Reclassification Out of Accumulated Other Comprehensive Loss | Details of amounts reclassified from accumulated other comprehensive loss and the line item in the Condensed Consolidated Statements of Operations are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Three Months Ended March 31, Affected Line Item in the Condensed Consolidated Statements of Operations (In millions) 2019 2018 Where (Gain) Loss is Presented Amortization of net actuarial loss $ 0.1 $ 0.1 Other income (expense) Cumulative translation adjustment — (0.3 ) Discontinued operations Total reclassifications for the period $ 0.1 $ (0.2 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: Three Months Ended March 31, (In millions) 2019 2018 Net revenue Asset Management Business — 0.1 Total net revenue $ — $ 0.1 Three Months Ended March 31, (In millions) 2019 2018 Operating income (loss) from continuing operations Asset Management Business 0.0 (0.9 ) Total segment operating loss 0.0 (0.9 ) Corporate and unallocated (0.8 ) (0.8 ) Restructuring and other (0.1 ) — Total operating loss (0.9 ) (1.7 ) Interest expense — (0.1 ) Net gain (loss) from GBAM Fund activities — (0.1 ) Other income (expense), net — 0.2 Loss from continuing operations before income taxes $ (0.9 ) $ (1.7 ) |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Working capital deficit | $ 100 | |
Negative working capital | 100 | |
Cash | 3,000 | |
Expected alternative minimum tax refund | 1,100 | |
Received proceeds of sale of certain asset | 950 | |
Corporate expenses | 2,000 | |
Investments | $ 1,000 | |
Mid-2019 [Member] | ||
Related Party Transaction [Line Items] | ||
Expected alternative minimum tax refund | $ 1,100 | |
Clinton Group Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Reduction in corporate costs percentage | 50.00% | |
IMN Capital Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Payable on agreement closing date | $ 100 | |
Percentage of net proceeds from subsidiary litigation | 75.00% | |
Non-cash gain on sale of subsidiaries | $ 12,000 |
New Accounting Pronouncements_2
New Accounting Pronouncements (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Corporate income tax rate | 21.00% | 35.00% |
Income (Loss) Per Common Shar_2
Income (Loss) Per Common Share - Computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Income (loss) from continuing operations | $ (900) | $ (1,700) |
Income (loss) from discontinued operations, net of income taxes | 10,500 | |
Net gain (loss) | $ 9,600 | $ (1,700) |
Weighted average number of common shares outstanding during the period - basic and diluted | 5,100,000 | 5,100,000 |
Continuing operations | $ (0.18) | $ (0.33) |
Discontinued operations | 2.06 | |
Net gain (loss) | $ 1.88 | $ (0.33) |
Anti-dilutive shares excluded from calculation | 100,000 | 400,000 |
Discontinued Operations - (Deta
Discontinued Operations - (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of discontinued operations | $ 2,400 | |
Current liabilities of discontinued operations | 600 | 4,600 |
Imation Subsidiaries [Member] | Discontinued Operations, Disposed of by Sale [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of discontinued operations | 0 | 2,400 |
Disposal group, including discontinued operation, accounts receivable, net | 700 | |
Disposal group, including discontinued operation, funds held in escrow | 1,000 | |
Disposal group, including discontinued operation, other current assets | 700 | |
Current liabilities of discontinued operations | 600 | 4,600 |
Disposal group, including discontinued operation, accounts payable | 1,700 | |
Disposal group, including discontinued operation, other current liabilities | 2,200 | |
Other liabilities of discontinued operations | $ 200 | 2,200 |
Withholding tax of discontinued operations | 500 | |
Tax contingencies of discontinued operations | 600 | |
Other liabilities of discontinued operations, other | 1,100 | |
Imation Subsidiaries [Member] | Discontinued Operations, Disposed of by Sale [Member] | CMC Magnetic Corp. [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, due to related party | $ 1,000 | |
Securities Purchase Agreement [Member] | IMN Capital Holdings, Inc., [Member] | Imation Subsidiaries [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase price of agreement description | one hundred dollars ($100.00) payable on the closing date of the IMN Capital Agreement | |
Net proceeds from subsidiary litigation percentage | 75.00% | |
Non-cash gain on transaction | $ 9,600 | |
Net income of discontinued operations | $ 10,500 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Key Components of Discontinued Operations (Details) - Discontinued Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | $ 100 | $ 9,300 |
Cost of goods sold | 100 | 4,500 |
Gross profit | 4,800 | |
Selling, general and administrative | 300 | 3,900 |
Research and development | 1,200 | |
Restructuring and other | 100 | |
Other (income) expense | (600) | (400) |
Income from discontinued operations, before income taxes | 300 | |
Income on sale of discontinued businesses, before income taxes | 9,600 | |
Income tax benefit (provision) | 600 | |
Income (loss) from discontinued operations, net of income taxes | $ 10,500 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
NXSN Acquisition Corp. [Member] | ||
Other assets | $ 200 | |
Other Assets [Member] | ||
Investments in Equity securities | 4,000 | |
Income taxes receivable | 1,100 | |
Other Assets [Member] | NXSN Acquisition Corp. [Member] | ||
Stock issued pursuant to acquisitions | 700 | |
Other Current Liabilities [Member] | ||
Pension minimum contributions | 1,900 | $ 1,900 |
Levy accruals | 0 | 300 |
Accrued payroll | 100 | 200 |
Other Liabilities [Member] | ||
Pension liabilities | $ 14,400 | $ 24,300 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets, net | $ 0 | ||
Amortization expenses | $ 0 | $ 500 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0 | $ 500 |
Restructuring and Other Expen_3
Restructuring and Other Expense - (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Restructuring and Related Activities [Abstract] | ||
Restructuring reserve | $ 100 | $ 0 |
Restructuring and Other Expen_4
Restructuring and Other Expense - Schedule of Activity Related to Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Charges | $ 100 | |
Accrued balance, ending balance | 100 | $ 0 |
Severance and Related [Member] | ||
Accrued balance, beginning balance | 100 | |
Charges | 100 | |
Usage and payments | (100) | |
Accrued balance, ending balance | $ 100 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Stock Options [Member] | |
Unrecognized compensation expense | |
Restricted Stock [Member] | |
Unrecognized compensation expense | $ 100 |
Unrecognized compensation expense related to non-vested stock, period of recognition | 1 year |
2011 Incentive Plan [Member] | |
Number of shares available for grant | shares | 288,295 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation for Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock compensation expense | $ (200) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Stock Options Outstanding, Beginning balance | shares | 22,758 |
Stock Options Outstanding, Canceled | shares | (20,648) |
Stock Options Outstanding, Ending balance | shares | 2,110 |
Stock Options Exercisable | shares | 2,110 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ / shares | $ 83.67 |
Weighted Average Exercise Price, Canceled | $ / shares | 83.14 |
Weighted Average Exercise Price Outstanding, Ending balance | $ / shares | 88.79 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 88.79 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Weighted Average Assumptions Used in the Valuation of Stock Options (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Volatility | 0.00% | 0.00% |
Risk-free interest rate | 0.00% | 0.00% |
Expected life (months) | 0 years | 0 years |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Nonvested Restricted Stock Outstanding, Beginning balance | shares | 30,000 |
Nonvested Restricted Stock, Granted | shares | |
Nonvested Restricted Stock, Vested | shares | (15,000) |
Nonvested Restricted Stock, Forfeited | shares | |
Nonvested Restricted Stock Outstanding, Ending balance | shares | 15,000 |
Weighted Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 7.03 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 7.03 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 7.03 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Pension (Credit) Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Interest cost | $ 600 | $ 500 |
Expected return on plan assets | (700) | (800) |
Amortization of net actuarial loss | 100 | 100 |
Net periodic pension credit | (200) | |
Settlement loss | (100) | |
Total pension (credit) cost | $ (200) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax from continuing operations | ||||
Loss on income tax from continuing operations | $ (900) | $ (1,700) | ||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | 35.00% | ||
Minimum tax credit refundable | $ 2,200 | |||
Reversal of liabilities related to sale of foriegn subsidiaries | 607 | |||
Tax benefit in discontinued operations as liabilities | $ 600 | $ 900 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - Treasury Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 29 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2019 | Nov. 14, 2016 | May 02, 2012 | |
Number of shares authorized to repurchased | 500,000 | |||
Purchase of treasury stock | 65,915 | |||
Purchase of treasury stock, value | $ 300 | |||
Additional number of shares authorized to repurchased | 434,085 | 434,085 | ||
Average price per share of treasury stock acquired | $ 44.88 | |||
Maximum [Member] | ||||
Number of shares authorized to repurchased | 500,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Treasury Stock (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Equity [Abstract] | |
Treasury shares, beginning balance | 600,000 |
Purchases | |
Restricted stock grants and other | |
Forfeitures and other | |
Treasury shares, ending balance | 600,000 |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Beginning balance | $ (19,200) |
Ending balance | (9,500) |
Defined Benefit Plans [Member] | |
Beginning balance | (20,700) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 100 |
Ending balance | $ (20,600) |
Shareholders' Equity - Reclassi
Shareholders' Equity - Reclassification Out of Accumulated Other Comprehensive Loss (Details) - Affected Line Item in the Statement Where Net Loss is Presented [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total reclassifications for the period | $ 100 | $ (200) |
Amortization of Net Actuarial Loss [Member] | Other Income (Expense) [Member] | ||
Total reclassifications for the period | 100 | 100 |
Cumulative Translation Adjustment [Member] | Discontinued Operations [Member] | ||
Total reclassifications for the period | $ (300) |
Segment Information - Schedule
Segment Information - Schedule of Net Revenue and Operating Income (Loss) by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net revenue | $ 100 | |
Operating income (loss) from continuing operations | (900) | (1,700) |
Interest expense | (100) | |
Net gain (loss) from GBAM Fund activities | (100) | |
Other income (expense), net | 200 | |
Loss from continuing operations before income taxes | (900) | (1,700) |
Operating Segments [Member] | ||
Operating income (loss) from continuing operations | 0 | (900) |
Operating Segments [Member] | Asset Management Business [Member] | ||
Net revenue | 100 | |
Operating income (loss) from continuing operations | 0 | (900) |
Corporate and Unallocated [Member] | ||
Operating income (loss) from continuing operations | (800) | (800) |
Segment Reconciling Items [Member] | ||
Restructuring and other | $ (100) |
Litigation, Commitments and C_2
Litigation, Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Feb. 27, 2019 | Mar. 28, 2018 | Oct. 10, 2017 | Sep. 18, 2017 | Jan. 31, 2018 |
Employee Matters [Member] | |||||
Payments for legal settlements | $ 86 | ||||
Loss contingency, damages sought | $ 700 | ||||
CMC Magnetic Corp Versus Imation [Member] | Imation Corporation Japan [Member] | |||||
Damages awarded against the company | $ 9,200 | ||||
Payments for legal settlements | $ 1,500 | ||||
Financing receivable | 1,500 | ||||
Repayments of notes payable | $ 500 | ||||
CMC Magnetic Corp Versus Imation [Member] | Imation Europe B.V. [Member] | |||||
Payments for legal settlements | $ 825 | ||||
Trade Related Litigation [Member] | |||||
Payments for legal settlements | $ 325 | ||||
Prepayment of remaining balance | $ 1,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 02, 2019 | Feb. 02, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 31, 2017 |
Related Party Transaction [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 1,500,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Services Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | $ 1,462,500 | |||||
Services Agreement [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 462,500 | $ 125,000 | ||||
Madison Avenue Capital Holdings, Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued | 1,250,000 | |||||
Lock-up period | 3 years | |||||
Closing stock price per share | $ 8.10 | |||||
Clinton Group [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Initial term compensation | $ 243,750 | |||||
Renewal period | 3 months | |||||
Renewal term fee | $ 243,750 | |||||
Management Service Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for services per quarter | $ 68,750 |