Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 31, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | GlassBridge Enterprises, Inc. | |
Entity Central Index Key | 0001014111 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,170 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 400 | $ 700 | $ 100 | |
Operating expenses: | ||||
Selling, general and administrative | 3,000 | 500 | 7,100 | 2,500 |
Restructuring and other | 100 | |||
Total operating expenses | 3,000 | 500 | 7,100 | 2,600 |
Operating loss from continuing operations | (2,600) | (500) | (6,400) | (2,500) |
Other income (expense): | ||||
Interest expense | (700) | (1,800) | ||
Realized loss on investments | (100) | (1,800) | ||
Defined benefit plan adjustment | (8,500) | |||
Other expense, net | (100) | |||
Total other expense | (900) | (12,100) | ||
Loss from continuing operations before income taxes | (3,500) | (500) | (18,500) | (2,500) |
Loss from continuing operations | (3,500) | (500) | (18,500) | (2,500) |
Discontinued operations: | ||||
Income on sale of discontinued operations, net of income taxes | 10,500 | |||
Income from discontinued operations, net of income taxes | (200) | 300 | ||
Income from discontinued operations, net of income taxes | (200) | 10,800 | ||
Net income (loss) | (3,500) | (700) | (18,500) | 8,300 |
Less: Net loss attributable to noncontrolling interest | (200) | (900) | ||
Net income (loss) attributable to GlassBridge Enterprises, Inc. | $ (3,300) | $ (700) | $ (17,600) | $ 8,300 |
Income (loss) per common share attributable to GlassBridge Enterprises, Inc. common shareholders - basic and diluted: | ||||
Continuing operations | $ (131.13) | $ (19.86) | $ (698.19) | $ (99.44) |
Discontinued operations | 7.95 | 421.67 | ||
Net income (loss) | $ (131.13) | $ (27.81) | $ 322.23 | |
Weighted average common shares outstanding: | ||||
Basic and diluted | 25,200,000 | 25,100,000 | 25,200,000 | 25,600,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net income (loss) | $ (3,500) | $ (700) | $ (18,500) | $ 8,300 |
Net pension adjustments, net of tax: | ||||
Reclassification of adjustment for defined benefit plans recorded in net loss | 20,600 | 100 | ||
Total net pension adjustments | 20,600 | 100 | ||
Total other comprehensive income, net of tax | 20,600 | 100 | ||
Comprehensive income (loss) | $ (3,500) | $ (700) | $ 2,100 | $ 8,400 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,000 | $ 5,500 |
Short term investments | 200 | |
Accounts receivable, net | 200 | 100 |
Prepaid operating expenses | 1,700 | |
Other current assets | 1,500 | 1,100 |
Total current assets | 3,700 | 8,600 |
Property and equipment, net | 1,600 | |
Goodwill (provisional) | 50,600 | 50,600 |
Arrive LLC long term investment | 12,800 | 14,800 |
Other assets and other investments | 1,000 | 2,400 |
Total assets | 69,700 | 76,400 |
Current liabilities: | ||
Accounts payable | 1,800 | 2,000 |
Other current liabilities | 1,300 | 1,500 |
Total current liabilities | 3,100 | 3,500 |
Pension liability | 13,500 | |
Stock purchase agreement notes payable (See Note 14 - Related Party Transactions) | 17,600 | 17,600 |
Bank loan (See Note 6 - Debt) | 400 | |
Other related parties notes payable (See Note 14 - Related Party Transactions) | 200 | |
Other liabilities | 100 | 200 |
Total liabilities | 32,200 | 45,100 |
Shareholders' equity: | ||
Preferred stock, $.01 par value, authorized 200,000 shares, none issued and outstanding | ||
Common stock, $.01 par value, authorized 50,000, 28,097 issued at September 30, 2020; 28,097 issued at December 31, 2019 | ||
Additional paid-in capital | 1,059,600 | 1,053,900 |
Accumulated deficit | (1,020,300) | (1,002,700) |
Accumulated other comprehensive loss | (20,600) | |
Treasury stock, at cost: 2,927 shares at September 30, 2020; 2,927 shares at December 31, 2019 | (24,900) | (24,900) |
Total GlassBridge Enterprises, Inc. shareholders' equity | 14,400 | 5,700 |
Noncontrolling interest | 23,100 | 25,600 |
Total shareholders' equity | 37,500 | 31,300 |
Total liabilities and shareholders' equity | 69,700 | 76,400 |
Orix PTP Holdings, LLC [Member] | ||
Current liabilities: | ||
Notes payable (See Note 6 - Debt) | 10,300 | |
ESW Holdings, LLC [Member] | ||
Current liabilities: | ||
Notes payable (See Note 6 - Debt) | $ 10,800 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 28,097 | 28,097 |
Treasury stock shares | 2,927 | 2,927 |
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] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 1,048,900 | $ (1,022,900) | $ (20,700) | $ (24,700) | $ (19,400) | ||
Balance, shares at Dec. 31, 2018 | 28,097 | 2,402 | |||||
Net income (loss) | 8,300 | 8,300 | |||||
Pension adjustments, net of tax | 100 | 100 | |||||
Purchase of treasury stock | $ 0 | 0 | |||||
Purchase of treasury stock, shares | 450 | ||||||
Restricted stock grants and other | 200 | $ (200) | |||||
Restricted stock grants and other, shares | 75 | ||||||
Balance at Sep. 30, 2019 | 1,049,100 | (1,014,600) | (20,600) | $ (24,900) | (11,000) | ||
Balance, shares at Sep. 30, 2019 | 28,097 | 2,927 | |||||
Balance at Dec. 31, 2019 | 1,053,900 | (1,002,700) | (20,600) | $ (24,900) | 25,600 | 31,300 | |
Balance, shares at Dec. 31, 2019 | 28,097 | 2,927 | |||||
Net income (loss) | (17,600) | (900) | (18,500) | ||||
Acquisition of noncontrolling interest of Adara Enterprises, Corp. | (3,000) | (1,600) | (4,600) | ||||
Disposition of Adara Asset Management to a related party | 8,700 | 8,700 | |||||
Pension adjustments, net of tax | 20,600 | 20,600 | |||||
Purchase of treasury stock, shares | |||||||
Balance at Sep. 30, 2020 | $ 1,059,600 | $ (1,020,300) | $ (24,900) | $ 23,100 | $ 37,500 | ||
Balance, shares at Sep. 30, 2020 | 28,097 | 2,927 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (18,500) | $ 8,300 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 500 | |
Gain on sale of assets | (9,900) | |
Loss on sale of investments | 1,800 | |
Defined benefit plan adjustment | 8,500 | |
Other, net | (200) | |
Changes in operating assets and liabilities | 2,300 | (2,700) |
Net cash used in operating activities | (5,400) | (4,500) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (1,700) | |
Investment in securities | (1,600) | (600) |
Disbursement related to disposal group | (1,800) | (800) |
Proceeds from fund distribution | 2,000 | |
Proceeds from sale of assets | 1,200 | |
Net cash used in investing activities | (3,100) | (200) |
Cash Flows from Financing Activities: | ||
Proceeds from Orix note payable | 1,600 | |
Repayment of Orix note payable | (1,600) | |
Proceeds from ESW note payable | 5,400 | |
Proceeds from Bank Loan | 400 | |
Proceeds from other related parties notes payable | 400 | |
Net cash provided by financing activities | 6,200 | |
Net change in cash and cash equivalents | (2,300) | (4,700) |
Cash, cash equivalents and restricted cash - beginning of period | 5,500 | 5,300 |
Cash, cash equivalents and restricted cash - end of period (a) | 3,200 | 600 |
Supplemental disclosures of cash paid during the period: | ||
Income taxes (net of refunds received) | (600) | |
Non-cash investing and financing activities during the period ESW note payable issued for the following: | ||
Acquisition of Orix PTP Holdings, LLC's 201 shares of AEC common stock | 4,600 | |
Payment of accrued interest to Orix PTP Holdings, LLC | 800 | |
Payment of deferred financing costs | 200 | |
Total non-cash related to ESW note payable | 5,600 | |
Disposition of AAM to a related party including Orix notes payable | 10,500 | |
Total non-cash investing and financing activities during the period | 16,100 | |
Current Assets: | ||
Cash and cash equivalents | 2,000 | 600 |
Restricted cash in other current assets | 1,200 | |
Total cash, cash equivalents and restricted cash | $ 3,200 | $ 600 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1 — Basis of Presentation GlassBridge Enterprises, Inc. (“GlassBridge”, the “Company”, “we”, “us” or “our”) owns and operates an asset management business and a technology platform through Adara Enterprises, Corp. f/k/a Imation Enterprises Corp. (“Adara”) and Sport-BLX, Inc. (“SportBLX”). GlassBridge Asset Management, LLC changed its name to Adara Asset Management, LLC in 2020. The interim Condensed Consolidated Financial Statements of GlassBridge are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of financial position, results of operations, comprehensive loss and cash flows for the periods presented. Except as otherwise disclosed herein, these adjustments consist of normal and recurring items. The results of operations for any interim period are not necessarily indicative of full year results. The Condensed Consolidated Financial Statements and Notes are presented in accordance with the requirements for Quarterly Reports on Form 10-Q and do not contain certain information included in our annual Consolidated Financial Statements and Notes presented in accordance with the requirements of Annual Reports on Form 10-K. The interim Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company owns or controls fifty percent or more of the voting shares or interest in such entity, and has the right to control. The results of entities disposed of are included in the unaudited Condensed Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all adjustments necessary for a fair presentation have been included in the interim results reported. The preparation of the interim Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses for the reporting periods. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. The December 31, 2019 Condensed Consolidated Balance Sheet data were 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, 2019, as filed with the U.S. Securities and Exchange Commission on April 3, 2020. 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, 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,” 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 are included in other assets and other investments. See Note 4 - Discontinued Operations |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | Note 2 — New Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be not applicable to the Company’s consolidated results of operations and financial condition. Adoption of New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, 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 was 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 was no impact to the Company’s consolidated results of operations and financial condition. |
Income (loss) Per Common Share
Income (loss) Per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Income (loss) Per Common Share | Note 3 — Income (loss) per Common Share Basic income per common share is calculated using the weighted average number of shares outstanding for the period. Unvested restricted stock and treasury shares are excluded from the calculation of weighted average number of common shares outstanding in all cases. Once restricted stock vests, it is included in our common shares outstanding. Diluted income per common share is computed on the basis of the weighted average shares outstanding plus the dilutive effect of our stock-based compensation plans, using the “treasury stock” method. Since the exercise price of our stock options is greater than the average market price of the Company’s common stock for the period, we did not include dilutive common equivalent shares for these instruments in the computation of diluted net income per share because the effect would have been anti-dilutive. The following table sets forth the computation of weighted average basic and diluted income per share: Three Months Ended Nine Months Ended September 30, September 30, (In millions, except for per share amounts) 2020 2019 2020 2019 Numerator: Loss from continuing operations $ (3.5 ) $ (0.5 ) $ (18.5 ) $ (2.5 ) Less: loss attributable to noncontrolling interest (0.2 ) — (0.9 ) — Net loss from continuing operations attributable to GlassBridge Enterprises, Inc. (3.3 ) (0.5 ) (17.6 ) (2.5 ) Income (loss) from discontinued operations, net of income taxes — (0.2 ) — 10.8 Net income (loss) attributable to GlassBridge Enterprises, Inc. $ (3.3 ) $ (0.7 ) $ (17.6 ) $ 8.3 Denominator: Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) 25.2 25.1 25.2 25.6 Income (loss) per common share attributable to GlassBridge Enterprises, Inc. common stockholders— basic and diluted: Continuing operations $ (131.13 ) $ (19.86 ) $ (698.19 ) $ (99.44 ) Discontinued operations — 7.95 — 421.67 Net income (loss) $ (131.13 ) $ (27.81 ) $ (698.19 ) $ 322.23 Anti-dilutive shares excluded from calculation 0.0 0.0 0.0 0.0 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 — Discontinued Operations 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, reflecting 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 Nine Months Ended September 30, September 30, (In millions) 2020 2019 2020 2019 Net revenue $ — $ — $ — $ 0.1 Cost of goods sold — — — 0.1 Gross profit — — — — Selling, general and administrative — — — 0.3 Restructuring and other — 0.2 — — Other income — — — (0.6 ) Income (loss) from discontinued operations, before income taxes — (0.2 ) — 0.3 Income on sale of discontinued businesses, before income taxes — — — 9.6 Income tax benefit — — — 0.9 Income (loss) from discontinued operations, net of income taxes $ — $ (0.2 ) $ — $ 10.8 Net income from discontinued operations for the three and nine months ended September 30, 2020 decreased by $0.5 million and $10.8 million, respectively, compared to the same periods last year due to the sale of the Imation Subsidiaries. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2020 | |
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 current assets of $1.5 million as of September 30, 2020 include restricted cash of $1.2 million and a $0.3 million minimum tax refund. Property and equipment consists of quantitative trading software purchased from GEH Capital, LLC (“GEH”). The asset is depreciated on a straight-line basis over a useful life of three years. Net property and equipment of $1.6 million as of September 30, 2020 consists of the purchased cost of $1.7 million less accumulated depreciation of $0.1 million. The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property and equipment. See Note 14 – Related Party Transactions An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in income statement. Total assets of as of September 30, 2020 include a $12.8 million investment in Arrive LLC (“Arrive”). Historically, we accounted for such investments 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 September 30, 2020, there were no indicators of impairment for this investment. The Company will assess the investment for potential impairment, quarterly. Other assets of $1.0 million as of September 30, 2020 include a $0.3 million minimum tax refund. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 — Debt Debt and notes payable consists of the following: September 30, December 31, 2020 2019 (In millions) Pension liability $ — $ 13.5 Stock purchase agreement notes payable (see Note 14 – Related Party Transactions 17.6 17.6 Orix notes payable — 13.0 ESW note payable 11.0 — Deferred financing costs (0.2 ) (2.7 ) Bank loan 0.4 — Other related parties notes payable 0.2 — Other liabilities 0.1 0.2 Total long term debt 29.1 41.6 Stock purchase agreement notes payable bear interest at a 5% annual rate and mature on December 12, 2022. The interest under the notes is payable in arrears on the first day of each calendar quarter, or, at the Company’s option, in shares of common stock of the Company at a price reflecting market value. Interest of $508,000 due under the agreement is offset due to the termination of a Credit Facility Letter Agreement with Clinton Special Opportunities Fund LLC (“CSO”). See Note 14 – Related Party The Company had multiple notes payable with Orix. Notes payable of $16 million issued in March 2020 bear interest at a 5.0% annual rate and mature on September 18, 2021. On July 21, 2020, pursuant to a loan prepayment and security termination agreement, the Company prepaid the $16 million notes payable issued to Orix in March 2020, together with accrued interest of $171,112. The prior Orix notes payable of $13 million, which bear interest at a 7.5% annual rate, were assigned from Adara Enterprises Corp. to Adara Asset Management LLC, which, also on July 21, 2020, was sold to GEH Sport LLC, a related party, and, in effect, no longer an obligation of the Company. Also on July 21, 2020, the Company borrowed $11 million from ESW Holdings, LLC (“ESW”), the proceeds of which were applied, among other things, to finance the transactions referred to in the preceding paragraph and the Company’s purchase of Orix’s shares of Adara Enterprises Corp. (“AEC”), as described below. The loan is due January 20, 2021, with $1,100,000 interest. Also, AEC granted to ESW a security interest in all of AEC’s assets pursuant to a Loan and Security Agreement (the “LSA”), which, in addition to customary representations and warranties and covenants, prohibits AEC from entering into any agreement without ESW’s consent, or, subject to exceptions, incur or prepay any indebtedness, incur any liens, or make distributions on or payments with respect to its shares, and requires AEC to maintain at least $500,000 in cash or cash equivalents in controlled accounts. ESW may accelerate the loan upon a payment default; covenant default, in some cases after notice; a material adverse change in AEC’s business, assets, financial condition, ability to repay the loan, or in the perfection, value, or priority of ESW’s security interests in AEC’s assets; attachment of a material part of AEC’s assets; AEC’s or the Company’s insolvency; AEC’s default in its obligations under other agreements totaling $100,000 or more; AEC’s incurring judgments or settlements totaling $100,000 or more; or a change in AEC’s ownership; or if any material representation by AEC under the LSA is untrue. The LSA provides that, in event of AEC’s default other than for a material representation, AEC and ESW will act in good faith to effect a reorganization of AEC in bankruptcy, pursuant to which ESW acquires from the Company all equity in AEC and certain of its assets, for $8,500,000, and AEC’s cash, shares of its subsidiaries, including Sport-BLX, Inc., and a right to use AEC software and intellectual property within the sports industry are distributed to the Company. In connection with the LSA, pursuant to a Limited Recourse Stock Pledge Agreement, the Company pledged to ESW all of the Company’s AEC stock and 30% of the outstanding stock of SportBLX, and, pursuant to a Subscription Agreement, ESW purchased 100 shares of AEC’s Series A Preferred Stock for a total purchase price of $25,000. Upon any liquidation, dissolution, or winding up of AEC, each holder of Series A Preferred Stock is entitled to a liquidation preference of $1,500 per share and no more. Holders of Series A Preferred Stock vote together with holders of common stock on all matters, and each share of Series A Preferred Stock entitles the holder to one vote. On May 5, 2020, the Company received funds under a loan (the “Bank Loan”) from Signature Bank (the “Lender”) in the aggregate amount of $374,065, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Bank Loan, which was in the form of a note, dated April 30, 2020, issued to the Lender, matures on April 30, 2022 and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 30, 2020. The note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the PPP, certain amounts of the Bank Loan may be forgiven as long as the Company uses the proceeds for eligible purposes, including payroll, benefits, rent and utilities. The Company intends to use the entire Bank Loan amount for qualifying expenses. Other related parties notes payable of $0.2 million is comprised of Demand Notes 4 and 5 described below. On June 30, 2020, SportBLX issued an unsecured demand note to Clinton Special Opportunities Fund LLC (“CSO”), a related party, in the aggregate principal amount of $150,000 (the Demand Note-4”). The Demand Note-4 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by CSO, or (b) July 1, 2021. As of September 30, 2020 SportBLX borrowed $150,000 under the Demand Note-4. On June 30, 2020, SportBLX issued an unsecured demand note to Mr. De Perio, a related party, in the aggregate principal amount of $40,000 (the Demand Note-5”). The Demand Note-5 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by Mr. De Perio, or (b) July 1, 2021. As of September 30, 2020 SportBLX borrowed $40,000 under the Demand Note-5. On June 30, 2020, SportBLX issued an unsecured demand note to Sport-BLX Securities, Inc. (“Securities”), a related party, in the aggregate principal amount of $213,793 (the Demand Note-6”). The Demand Note-6 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by Securities, or (b) July 1, 2021. As of September 30, 2020 SportBLX borrowed $213,793 under the Demand Note-6, which was offset by amounts owed to SportBLX. Scheduled maturities of the Company’s long-term debt, as they exist as of September 30, 2020, in each of the next five fiscal years and thereafter are as follows: Fiscal years ending in (in millions) 2020 $ — 2021 11.2 2022 17.9 2023 — 2024 — 2025 and thereafter — Total 29.1 |
Restructuring and Other Expense
Restructuring and Other Expense | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expense | Note 7 — Restructuring and Other Expense Restructuring expenses generally include severance and related charges, lease termination costs and other costs related to restructuring programs. Employee-related severance charges are largely based upon distributed employment policies and substantive severance plans. Generally, these charges are reflected in the period in which the Board approves the associated actions, the actions are probable, and the amounts are estimable, which may occur prior to the communication to the affected employee(s). This estimate considers all information available as of the date the financial statements are issued. Restructuring and other expense was $0.0 million for the three and nine months ended September 30, 2020. Restructuring and other expense was $0.0 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8 — Stock-Based Compensation We have stock-based compensation awards consisting of stock options under the 2011 Incentive Plan, which is described in detail in our Annual Report on Form 10-K for the year ended December 31, 2019. As of September 30, 2020, there are no remaining shares available for grant under the 2011 Incentive Plan. No further shares were available for grant under any other stock incentive plan. The Company did not have any stock-based compensation expenses for the three and nine months ended September 30, 2020 and 2019. Stock Options The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Outstanding December 31, 2019 1,360 $ 106.00 Outstanding September 30, 2020 1,360 $ 106.00 Exercisable as of September 30, 2020 775 $ 106.00 As of September 30, 2020, options to purchase 1,360 shares are outstanding and 775 shares are exercisable, and the aggregate intrinsic value of all outstanding stock options was $0.0 million. No options were granted or exercised during the three and nine months ended September 30, 2020. As of September 30, 2020, unrecognized compensation expense related to outstanding stock options was immaterial. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 9 — Retirement Plans GlassBridge and the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) entered into an agreement on May 13, 2019 to terminate the Imation Cash Balance Pension Plan (the “Plan”) based on the PBGC’s findings that (i) the Plan did not meet the minimum funding standard required under Section 412 of the Internal Revenue Code of 1986, as amended; (ii) the Plan would be unable to pay benefits when due and (iii) the Plan should be terminated in order to protect the interests of the Plan participants. GlassBridge and all other members of the Company’s controlled group (within the meaning of 29 U.S.C. §1301(a)(14)) (collectively, and including the Company, the “Controlled Group Members”)) were jointly and severally liable to the PBGC for all liabilities under Title IV of ERISA in connection with the Plan’s termination, including unfunded benefit liabilities, due and unpaid Plan contributions, premiums, and interest on each of the foregoing (the “Pension Liabilities”), as a result of which a lien in favor of the Plan, on all property of each Controlled Group Member, arose and was perfected by PBGC (the “Lien”). On October 1, 2019, the Company entered into a settlement agreement (“Settlement Agreement”) with the PBGC. Pursuant to the terms of the Settlement Agreement, GlassBridge paid $3,000,000 in cash to PBGC on October 3, 2019 (the “Settlement Payment”). Per the terms of the Settlement Agreement and following the Settlement Payment on October 3, 2019, the PBGC released all Controlled Group Members from the Lien, as of January 6, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
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. For the three months ended September 30, 2020, we recorded income tax from continuing operations of $0.0 million on a loss of $3.5 million. For the three months ended September 30, 2019, we recorded income tax from continuing operations of $0.0 million on a loss of $0.5 million. The effective income tax rate for the three months ended September 30, 2020 differs from the U.S. federal statutory rate of 21% primarily due to a valuation allowance on various deferred tax assets. The Company received income tax refunds of approximately $1.1 million and $0.6 million related to the Tax Reform Act’s elimination of corporate alternative minimum tax and the ability to receive refunds of AMT credit carryovers in July 2019 and July 2020, respectively. The Company expects to receive additional income tax refunds of $0.3 million in 2021 and $0.3 million in 2022. We file income tax returns in multiple jurisdictions that are subject to review by various U.S and state taxing authorities. Our U.S. federal income tax returns for 2016 through 2019, and certain state returns from 2014 to present, are open to examination. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Note 11 — Shareholders’ Equity Treasury Stock On November 14, 2016, our Board authorized a share repurchase program under which we may repurchase up to 2,500 shares of common stock. 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 September 30, 2020. Since the inception of the November 14, 2016 authorization, we have repurchased 780 shares of common stock for $0.3 million, and, as of September 30, 2020, we had remaining authorization to repurchase 1,720 additional shares. The treasury stock held as of September 30, 2020 was acquired at an average price of $8,496.47 per share. Following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2019 2,927 Purchases — Restricted stock grants — Forfeitures and other — Balance as of September 30, 2020 2,927 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, 2019 $ (20.6 ) Amounts reclassified from accumulated other comprehensive income, net of tax 20.6 Balance as of September 30, 2020 $ — 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 Affected Line Item in the Three Months Ended September 30, Nine Months Ended Statements of Operations (In millions) 2020 2019 2020 2019 Presented Amortization of net actuarial loss $ — $ — $ — $ 0.1 Other income (expense) Reclassification of pension liability, net of taxes — — 20.6 — Other income (expense) Total reclassifications for the period $ — $ — $ 20.6 $ 0.1 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 Condensed Consolidated Statements of Comprehensive Income (Loss). |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12 — Segment Information The Legacy Businesses and Nexsan Business are presented in our Consolidated Statements of Operations as discontinued operations and are not included in segment results for all periods presented. See Note 4 - Discontinued Operations As of September 30, 2020, the asset management business and sports technology platform are our reportable segments. We evaluate segment performance based on revenue and operating loss. The operating loss reported in our segments excludes corporate and other unallocated amounts. Although such amounts are excluded from the business segment results, they are included in reported consolidated results. The corporate and unallocated operating loss includes costs that are not allocated to the business segments in management’s evaluation of segment performance, such as litigation settlement expense, corporate expense and other expenses. Net revenue, operating loss from continuing operations and assets by segment were as follows: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2020 2019 2020 2019 Net revenue Asset management business $ 0.1 $ — $ 0.1 $ 0.1 Sports technology platform 0.3 — 0.6 — Total net revenue 0.4 — 0.7 0.1 Operating income (loss) from continuing operations Asset management business (1.6 ) — (3.9 ) 0.1 Sports technology platform (0.3 ) — (1.0 ) — Total segment operating income (loss) (1.9 ) — (4.9 ) 0.1 Corporate and unallocated (0.7 ) (0.5 ) (1.5 ) (2.5 ) Restructuring and other — — — (0.1 ) Total operating loss (2.6 ) (0.5 ) (6.4 ) (2.5 ) Interest expense (0.7 ) — (1.8 ) — Realized losses on investments (0.1 ) — (1.8 ) — Defined benefit plan adjustment — — (8.5 ) — Other expense, net (0.1 ) — — — Loss from continuing operations before income taxes $ (3.5 ) $ (0.5 ) $ (18.5 ) $ (2.5 ) September 30, December 31, (In millions) 2020 2019 Assets Asset management business $ 16.4 $ 16.8 Sports technology platform 50.8 50.8 Total segment assets 67.2 67.6 Corporate and unallocated 2.5 8.8 Total consolidated assets $ 69.7 $ 76.4 |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Note 13 — Litigation, Commitments and Contingencies The Company may be 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 November 16, 2020, 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. 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 September 30, 2020 and December 31, 2019, estimated liability amounts associated with such indemnifications were not material. Environmental Matters Our Legacy Business operations and indemnification obligations resulting from our spinoff from 3M subject us to liabilities arising from a wide range of federal, state and local environmental laws. For example, from time to time we have received correspondence from 3M notifying us that we may have a duty to defend and indemnify 3M with respect to certain environmental claims such as remediation costs. Environmental remediation costs are accrued when a probable liability has been determined and the amount of such liability has been reasonably estimated. These accruals are reviewed periodically as remediation and investigatory activities proceed and are adjusted accordingly. We did not have any environmental accruals as of September 30, 2020. Compliance with environmental regulations has not had a material adverse effect on our financial results. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 — Related Party Transactions On January 1, 2019, the Company and Clinton Group Inc. (“Clinton”) entered into a management service agreement (the “Management Service Agreement”), pursuant to which Clinton agreed to provide certain services to the Company. Prior to being appointed our Chief Executive Officer and Chief Financial Officer, respectively, Daniel A. Strauss served as our Chief Executive Officer, and Francis Ruchalski served as our Chief Financial Officer, pursuant to the terms of the Amended and Restated Services Agreement we entered into with Clinton on March 31, 2019 (the “Amended Services Agreement”) Clinton also made available other employees of Clinton as necessary to manage certain business functions as deemed necessary in the sole discretion of Clinton to provide other management services. The Amended Services Agreement was terminated effective March 31, 2020. Clinton paid Mr. Strauss and Mr. Ruchalski compensation and benefits under the Amended Services Agreement through December 15, 2019, and they became employees of the Company on December 18, 2019 and December 16, 2019, respectively. As of September 30, 2020, the Company paid Clinton $2,400,000 under the Amended Services Agreement and the Management Service Agreement, recording $312,500 and $858,333 within “Selling, general and administrative” in our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020 and 2019, respectively. In January 2019, for total consideration of $1,000,000, Sport-BLX Inc. issued to the Company shares of Sport-BLX common stock, constituting 9.0% of the common stock outstanding after giving effect to the transaction. Immediately before the transaction, George E. Hall (“Mr. Hall”), SportBLX’s Executive Chairman and CEO, held 65.6% of SportBLX’s outstanding shares. Mr. Hall owns beneficially approximately 29.1% of the Company’s outstanding common stock. On September 13, 2019, the Board approved a success fee to Clinton, in connection with the completion of the Orix Transaction and the pension settlement. The Board approved a fee equal to 15% of the cash consideration, for Clinton’s work on the Orix Transaction and 10% of the difference between the gross pension liabilities and the settlement payment. Accordingly, the Company paid Clinton a success fee of $2,635,000 related to the Orix Transaction and $1,348,385 related to the pension settlement. On December 12, 2019, the Company purchased from Mr. Hall 37,924 shares of SportBLX common stock in exchange for $1,346,302 in cash and a $12,116,718 principal amount promissory note bearing interest at a 5% annual rate, due December 12, 2022. On the same date, the Company purchased from Joseph A. De Perio (“Mr. De Perio”) 17,076 shares of SportBLX common stock in exchange for $606,198 in cash and a $5,455,782 principal amount promissory note bearing 5% interest, due December 12, 2022. Interest under the notes is payable in arrears on the first day of each calendar quarter in cash, or, at the Company’s option, in shares of common stock of the Company at a price reflecting market value. Mr. De Perio owns 2.5% of the Company’s common stock, is a member of the Board of Directors of the Company, and is SportBLX’s president. In connection with the successful consummation of a settlement with the PBGC, the Board voted on May 3, 2019 to furnish to Clinton a one-time cash payment of $250,000 in consideration of Clinton’s efforts regarding the same. On November 15, 2019, the Company, and CSO entered into a Credit Facility Letter Agreement (the “Letter Agreement”) pursuant to which the Company extended to CSO a one-year revolving credit facility in the aggregate principal amount up to $1,000,000. The loan bore interest at a 10% annual rate and was to mature November 15, 2020 (the “Note”). CSO’s obligations under the loan were secured by security interests in all of CSO’s assets, including all of CSO’s Company common stock, and guaranteed by Mr. Hall, CSO’s sole member. In July 2020, the facility was terminated, and the Fund’s obligation of $500,000 principal amount and accrued interest thereunder were set off against the Company’s interest obligations under the promissory note to Mr. Hall referred to in the preceding paragraph. On June 5, 2020, SportBLX entered into a subscription agreement (the “Securities Subscription”) with Securities for SportBLX’s proprietary sports-based alternative asset trading platform (the “Platform”) via which the customer, Securities, may issue sports-related securities that are tradeable by investors. Mr. Hall and Mr. De Perio own 65.5% and 28.1% of Securities, respectively. As consideration for the Securities Subscription, SportBLX received a one-time upfront subscription fee of $150,000 and will receive a monthly subscription fee of $100,000 during the first year of the contract. The fee increases to $137,500, monthly, for the remaining year of the initial term. Thereafter, upon renewal, SportBLX may increase the fee by an amount not to exceed five percent of the previous year’s fee. The agreement also provides fees of $75,000 for each new tradable asset listed by the customer on the Platform. The Securities Subscription is effective for a two year term and automatically renews for consecutive one-year renewal terms unless either party provides notice to the other party of its intention not to renew prior to the end of the initial or renewal term. Either party may terminate the agreement for convenience upon 30 days’ notice to the other party. As of September 30, 2020, SportBLX invoiced $550,000 in fees from Securities under the Securities Subscription which was recorded as revenue. $365,000 of this revenue was collected by September 30, 2020, and the remaining balance of $185,000 was offset against Demand Note-6. On June 30, 2020, SportBLX issued Demand Note-4 to CSO in the aggregate principal amount of $150,000. The Demand Note-4 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by CSO, or (b) July 1, 2021. As of September 30, 2020 SportBLX borrowed $150,000 under the Demand Note-4. On June 30, 2020, SportBLX issued Demand Note-5 to Mr. De Perio in the aggregate principal amount of $40,000. The Demand Note-5 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by Mr. De Perio, or (b) July 1, 2021. As of September 30, 2020 SportBLX borrowed $40,000 under the Demand Note-5. On June 30, 2020, SportBLX issued Demand Note-6 to Securities in the aggregate principal amount of $213,793. The Demand Note-6 bears interest at an 8% annual rate and matures upon the earlier to occur of (a) demand by Securities, or (b) July 1, 2021. As of September 30, 2020 SportBLX borrowed $213,793 under the Demand Note-6 which was offset by amounts owed to SportBLX. On October 1, 2019, the Company sold to Orix, for $17,562,700, 20.1% of the outstanding stock of Adara, until then a Company wholly owned subsidiary, together with two promissory notes of Adara Enterprises, Inc. to the Company in total principal amount of $13,000,000. In July 2020, an Adara wholly owned subsidiary assumed the obligations under the notes, and the subsidiary was sold to George E. Hall for $1.00, after the subsidiary had distributed to Adara all of the subsidiary’s assets, except for its general partnership interest in The Sports & Entertainment Fund, L.P. and the related commodities pool operator registration and $1,790,000 in cash. On July 20, 2020, pursuant to a Software Assignment Agreement, AEC purchased from GEH Capital, LLC, wholly owned by Mr. Hall, certain of that company’s quantitative trading software, for $1,750,000. The software is included in the assets in which ESW has a security interest. In connection with the closing of certain transactions in the third quarter of 2020, the Company paid a $250,000 consulting fee to Mr. Hall and a $200,000 consulting fee to Alexander Fletcher. Alex Spiro, a Company director who introduced Alexander Fletcher to the Company, will receive $120,000 of the consulting fee. On August 1, 2020, the company entered into a Management Services Agreement (“the Agreement”) to provide certain back office services, including accounting, treasury, payroll and benefits and other administration services for Sport-BLX Securities, Inc. (“Sport-BLX Securities”). The agreement has a six month initial term and will automatically renew for successive renewal terms of three months unless either party provides notice of nonrenewal. In exchange for the services, Sport-BLX Securities will pay the Company at a rate of $15,000 each month. As of September 30, 2020, the Company has billed Sport-BLX Securities $30,000 under the agreement and the full amount is outstanding. As of September 30 2020, SportBLX owns 6 shares of Series B Common Tokens of SportBLX Thoroughbreds Corp. (“SportBLX Thoroughbreds”), which represented 100% of the voting shares of SportBLX Thoroughbreds. At this time, the activity of SportBLX Thoroughbreds is immaterial and is not included in these Condensed Consolidated Financial Statements. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements 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 was 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 was no impact to the Company’s consolidated results of operations and financial condition. |
Income (loss) Per Common Share
Income (loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Weighted Average Basic and Diluted Income Per Share | The following table sets forth the computation of weighted average basic and diluted income per share: Three Months Ended Nine Months Ended September 30, September 30, (In millions, except for per share amounts) 2020 2019 2020 2019 Numerator: Loss from continuing operations $ (3.5 ) $ (0.5 ) $ (18.5 ) $ (2.5 ) Less: loss attributable to noncontrolling interest (0.2 ) — (0.9 ) — Net loss from continuing operations attributable to GlassBridge Enterprises, Inc. (3.3 ) (0.5 ) (17.6 ) (2.5 ) Income (loss) from discontinued operations, net of income taxes — (0.2 ) — 10.8 Net income (loss) attributable to GlassBridge Enterprises, Inc. $ (3.3 ) $ (0.7 ) $ (17.6 ) $ 8.3 Denominator: Weighted average number of common shares outstanding during the period - basic and diluted (in thousands) 25.2 25.1 25.2 25.6 Income (loss) per common share attributable to GlassBridge Enterprises, Inc. common stockholders— basic and diluted: Continuing operations $ (131.13 ) $ (19.86 ) $ (698.19 ) $ (99.44 ) Discontinued operations — 7.95 — 421.67 Net income (loss) $ (131.13 ) $ (27.81 ) $ (698.19 ) $ 322.23 Anti-dilutive shares excluded from calculation 0.0 0.0 0.0 0.0 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended September 30, September 30, (In millions) 2020 2019 2020 2019 Net revenue $ — $ — $ — $ 0.1 Cost of goods sold — — — 0.1 Gross profit — — — — Selling, general and administrative — — — 0.3 Restructuring and other — 0.2 — — Other income — — — (0.6 ) Income (loss) from discontinued operations, before income taxes — (0.2 ) — 0.3 Income on sale of discontinued businesses, before income taxes — — — 9.6 Income tax benefit — — — 0.9 Income (loss) from discontinued operations, net of income taxes $ — $ (0.2 ) $ — $ 10.8 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Notes Payable | Debt and notes payable consists of the following: September 30, December 31, 2020 2019 (In millions) Pension liability $ — $ 13.5 Stock purchase agreement notes payable (see Note 14 – Related Party Transactions 17.6 17.6 Orix notes payable — 13.0 ESW note payable 11.0 — Deferred financing costs (0.2 ) (2.7 ) Bank loan 0.4 — Other related parties notes payable 0.2 — Other liabilities 0.1 0.2 Total long term debt 29.1 41.6 |
Schedule of Long-term Debt Maturities | Scheduled maturities of the Company’s long-term debt, as they exist as of September 30, 2020, in each of the next five fiscal years and thereafter are as follows: Fiscal years ending in (in millions) 2020 $ — 2021 11.2 2022 17.9 2023 — 2024 — 2025 and thereafter — Total 29.1 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Outstanding December 31, 2019 1,360 $ 106.00 Outstanding September 30, 2020 1,360 $ 106.00 Exercisable as of September 30, 2020 775 $ 106.00 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Treasury Stock | Following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2019 2,927 Purchases — Restricted stock grants — Forfeitures and other — Balance as of September 30, 2020 2,927 |
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, 2019 $ (20.6 ) Amounts reclassified from accumulated other comprehensive income, net of tax 20.6 Balance as of September 30, 2020 $ — |
Schedule of 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 Affected Line Item in the Three Months Ended September 30, Nine Months Ended Statements of Operations (In millions) 2020 2019 2020 2019 Presented Amortization of net actuarial loss $ — $ — $ — $ 0.1 Other income (expense) Reclassification of pension liability, net of taxes — — 20.6 — Other income (expense) Total reclassifications for the period $ — $ — $ 20.6 $ 0.1 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment | Net revenue, operating loss from continuing operations and assets by segment were as follows: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2020 2019 2020 2019 Net revenue Asset management business $ 0.1 $ — $ 0.1 $ 0.1 Sports technology platform 0.3 — 0.6 — Total net revenue 0.4 — 0.7 0.1 Operating income (loss) from continuing operations Asset management business (1.6 ) — (3.9 ) 0.1 Sports technology platform (0.3 ) — (1.0 ) — Total segment operating income (loss) (1.9 ) — (4.9 ) 0.1 Corporate and unallocated (0.7 ) (0.5 ) (1.5 ) (2.5 ) Restructuring and other — — — (0.1 ) Total operating loss (2.6 ) (0.5 ) (6.4 ) (2.5 ) Interest expense (0.7 ) — (1.8 ) — Realized losses on investments (0.1 ) — (1.8 ) — Defined benefit plan adjustment — — (8.5 ) — Other expense, net (0.1 ) — — — Loss from continuing operations before income taxes $ (3.5 ) $ (0.5 ) $ (18.5 ) $ (2.5 ) September 30, December 31, (In millions) 2020 2019 Assets Asset management business $ 16.4 $ 16.8 Sports technology platform 50.8 50.8 Total segment assets 67.2 67.6 Corporate and unallocated 2.5 8.8 Total consolidated assets $ 69.7 $ 76.4 |
Income (loss) Per Common Shar_2
Income (loss) Per Common Share - Computation of Weighted Average Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Numerator: Loss from continuing operations | $ (3,500) | $ (500) | $ (18,500) | $ (2,500) |
Numerator: Less: loss attributable to noncontrolling interest | (200) | (900) | ||
Numerator: Net loss from continuing operations attributable to GlassBridge Enterprises, Inc. | (3,300) | (500) | (17,600) | (2,500) |
Numerator: Income (loss) from discontinued operations, net of income taxes | (200) | 10,800 | ||
Net income (loss) attributable to GlassBridge Enterprises, Inc. | $ (3,300) | $ (700) | $ (17,600) | $ 8,300 |
Denominator: Weighted average number of common shares outstanding during the period - basic and diluted | 25,200,000 | 25,100,000 | 25,200,000 | 25,600,000 |
Income (loss) per common share attributable to GlassBridge Enterprises, Inc. common stockholders - basic and diluted: Continuing operations | $ (131.13) | $ (19.86) | $ (698.19) | $ (99.44) |
Income (loss) per common share attributable to GlassBridge Enterprises, Inc. common stockholders - basic and diluted: Discontinued operations | 7.95 | 421.67 | ||
Net income (loss) | $ (131.13) | $ (27.81) | $ 322.23 | |
Anti-dilutive shares excluded from calculation | 0 | 0 | 0 | 0 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net income from discontinued operations | $ 500 | $ 10,800 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Key Components of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of income taxes | $ 500 | $ 10,800 | ||
Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | $ 100 | |||
Cost of goods sold | 100 | |||
Gross profit | ||||
Selling, general and administrative | 300 | |||
Restructuring and other | 200 | |||
Other income | (600) | |||
Income (loss) from discontinued operations, before income taxes | (200) | 300 | ||
Income on sale of discontinued businesses, before income taxes | 9,600 | |||
Income tax benefit | 900 | |||
Income (loss) from discontinued operations, net of income taxes | $ (200) | $ 10,800 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Other current assets | $ 1,500 | $ 1,100 | |
Restricted cash | $ 1,200 | ||
Property and equipment useful life | 3 years | ||
Property and equipment, net | $ 1,600 | ||
Purchased cost | 1,700 | ||
Accumulated depreciation | 100 | ||
Other assets | 1,000 | ||
Minimum [Member] | |||
Minimum tax refund | 300 | ||
Other assets | 300 | ||
Arrive LLC [Member] | |||
Investments | $ 12,800 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jul. 21, 2020 | Jul. 21, 2020 | Jun. 30, 2020 | May 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 20, 2021 | Jul. 31, 2020 | Dec. 31, 2019 |
Repayment of note payable | $ 1,600,000 | ||||||||
Cash and cash equivalents | 2,000,000 | 600,000 | $ 5,500,000 | ||||||
Assets | 69,700,000 | $ 76,400,000 | |||||||
Loan aggregate amount | $ 400,000 | ||||||||
Lender [Member] | Paycheck Protection Program [Member] | |||||||||
Debt interest bear percentage | 1.00% | ||||||||
Debt maturity date | Mar. 27, 2020 | ||||||||
Loan aggregate amount | $ 374,065,000 | ||||||||
Debt maturity date description | April 30, 2020, issued to the Lender, matures on April 30, 2022 and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 30, 2020. | ||||||||
Other related parties notes payable | $ 200,000 | ||||||||
Orix PTP Holdings, LLC [Member] | |||||||||
Debt interest bear percentage | 5.00% | ||||||||
Debt maturity date | Sep. 18, 2021 | ||||||||
Notes payable | $ 16,000,000 | ||||||||
Prior Orix PTP Holdings, LLC [Member] | |||||||||
Debt interest bear percentage | 7.50% | ||||||||
Clinton Special Opportunities Fund LLC [Member] | Demand Note 4 [Member] | |||||||||
Debt interest bear percentage | 8.00% | ||||||||
Debt maturity date | Jul. 1, 2021 | ||||||||
Debt instrument face amount | $ 150,000,000 | ||||||||
Stock Purchase Agreement [Member] | |||||||||
Debt interest bear percentage | 5.00% | ||||||||
Debt maturity date | Dec. 12, 2022 | ||||||||
Credit Facility Letter Agreement [Member] | |||||||||
Debt instrument face amount | $ 500,000 | ||||||||
Credit Facility Letter Agreement [Member] | Clinton Special Opportunities Fund LLC [Member] | |||||||||
Accrued interest rate | $ 508,000 | ||||||||
Security Termination Agreement [Member] | |||||||||
Notes payable | $ 13,000,000 | $ 13,000,000 | |||||||
Repayment of note payable | 16,000,000 | ||||||||
Accrued interest | 171,112,000 | ||||||||
Accrued interest rate | $ 171,112,000 | 171,112,000 | |||||||
Loan Security Agreement [Member] | ESW Holdings [Member] | |||||||||
Accrued interest rate | $ 1,100,000,000 | ||||||||
Sales of stock transaction | $ 11,000,000,000 | ||||||||
Cash and cash equivalents | 500,000,000 | ||||||||
Insolvency obligations | 100,000,000 | ||||||||
Incurring judgments settlements | 100,000,000 | ||||||||
Assets | $ 8,500,000,000 | ||||||||
Subscription Agreement [Member] | ESW Holdings [Member] | |||||||||
Stock outstanding | 30.00% | ||||||||
Purchased shares | 100 | ||||||||
Purchase price | $ 25,000,000 | ||||||||
Preferred Stock liquidation preference | $ 1,500 | ||||||||
Sport BLX Borrowed [Member] | |||||||||
Debt instrument face amount | $ 213,793,000 | ||||||||
Sport BLX Borrowed [Member] | Demand Note 4 [Member] | |||||||||
Debt instrument face amount | 150,000,000 | ||||||||
Sport BLX Borrowed [Member] | Demand Note 6 [Member] | |||||||||
Debt interest bear percentage | 8.00% | ||||||||
Debt maturity date | Jul. 1, 2021 | ||||||||
Debt instrument face amount | $ 213,793,000 | ||||||||
Sport BLX Borrowed [Member] | Mr. De Perio [Member] | Demand Note 5 [Member] | |||||||||
Debt interest bear percentage | 8.00% | ||||||||
Debt maturity date | Jul. 1, 2021 | ||||||||
Debt instrument face amount | $ 40,000,000 | ||||||||
Sport BLX Borrowed Demand [Member] | Demand Note 5 [Member] | |||||||||
Debt instrument face amount | $ 40,000,000 |
Debt - Schedule of Debt and Not
Debt - Schedule of Debt and Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Pension Liability [Member] | ||
Total long term debt | $ 13,500 | |
Stock Purchase Agreement Notes Payable [Member] | ||
Total long term debt | 17,600 | 17,600 |
Orix Notes Payable [Member] | ||
Total long term debt | 13,000 | |
ESW Note Payable [Member] | ||
Total long term debt | 11,000 | |
Deferred Financing Costs [Member] | ||
Total long term debt | (2,700) | |
Bank Loan [Member] | ||
Total long term debt | 400 | |
Other Related Parties Notes Payable [Member] | ||
Total long term debt | 100 | |
Other Liabilities [Member] | ||
Total long term debt | 200 | |
Debt and Notes Payable [Member] | ||
Total long term debt | $ 29,100 | $ 41,600 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Maturities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 | |
2021 | 11,200 |
2022 | 17,900 |
2023 | |
2024 | |
2025 and thereafter | |
Total long term debt | $ 29,100 |
Restructuring and Other Expen_2
Restructuring and Other Expense (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring and other expense | $ 0 | $ 0 | $ 0 | $ 100 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Stock-based compensation | |||
Number of stock options outstanding | 1,360 | 1,360 | 1,360 |
Exercisable stock options | 775 | 775 | |
Aggregate intrinsic value of options | $ 0 | $ 0 | |
Number of options exercised | |||
Unrecognized compensation expense | |||
2011 Incentive Plan [Member] | |||
Number of shares available for grant |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement [Abstract] | ||
Stock Options Outstanding | 1,360 | 1,360 |
Stock Options Exercisable | 775 | |
Weighted Average Exercise Price Outstanding | $ 106 | $ 106 |
Weighted Average Exercise Price Exercisable | $ 106 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) $ in Thousands | Oct. 03, 2019USD ($) |
Settlement Agreement [Member] | Pension Benefit Guaranty Corporation [Member] | |
Settlement of paid in cash | $ 3,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2020 | Jul. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income tax benefit | ||||||
Income loss from continuing operations | $ (3,500) | $ (500) | $ (18,500) | $ (2,500) | ||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | |||||
Income tax refunds | $ 600 | $ 1,100 | ||||
2021 [Member] | ||||||
Income tax refunds | 300 | |||||
2022 [Member] | ||||||
Income tax refunds | $ 300 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - Treasury Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 47 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Nov. 14, 2016 | |
Purchase of treasury stock | 780 | ||
Purchase of treasury stock, value | $ 300 | ||
Additional number of shares authorized to repurchased | 1,720 | 1,720 | |
Average price per share of treasury stock acquired | $ 8,496.47 | ||
Maximum [Member] | |||
Number of shares authorized to repurchased | 2,500 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Treasury Stock (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Treasury shares, beginning balance | 2,927 | |
Treasury shares, ending balance | 2,927 | |
Treasury Stock [Member] | ||
Treasury shares, beginning balance | 2,927 | |
Purchases | 450 | |
Restricted stock grants | ||
Forfeitures and other | ||
Treasury shares, ending balance | 2,927 |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Beginning balance | $ 5,700 |
Ending balance | 14,400 |
Defined Benefit Plans [Member] | |
Beginning balance | (20,600) |
Amounts reclassified from accumulated other comprehensive income, net of tax | 20,600 |
Ending balance |
Shareholders' Equity - Schedu_3
Shareholders' Equity - Schedule of Reclassification Out of Accumulated Other Comprehensive Loss (Details) - Affected Line Item in the Condensed Consolidated Statements of Operations Where (Income) Loss is Presented [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total reclassifications for the period | $ 20,600 | $ 100 | ||
Amortization of Net Actuarial Loss [Member] | Other Income (Expense) [Member] | ||||
Total reclassifications for the period | 100 | |||
Reclassification of Pension Liability, Net of Taxes [Member] | Other Income (Expense) [Member] | ||||
Total reclassifications for the period | $ 20,600 |
Segment Information - Schedule
Segment Information - Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Total net revenue | $ 400 | $ 700 | $ 100 | ||
Total segment operating loss | (1,900) | (4,900) | 100 | ||
Corporate and unallocated | (700) | (500) | (1,500) | (2,500) | |
Restructuring and other | 100 | ||||
Total operating loss | (2,600) | (500) | (6,400) | (2,500) | |
Interest expense | 700 | 1,800 | |||
Realized losses on investments | (100) | (1,800) | |||
Defined benefit plan adjustment | (8,500) | ||||
Other expense, net | (100) | ||||
Loss from continuing operations before income taxes | (3,500) | (500) | (18,500) | (2,500) | |
Total segment assets | 67,200 | 67,200 | $ 67,600 | ||
Corporate and unallocated | 2,500 | 2,500 | 8,800 | ||
Total consolidated assets | 69,700 | 69,700 | 76,400 | ||
Asset Management Business [Member] | |||||
Total net revenue | 100 | 100 | 100 | ||
Total segment operating loss | (1,600) | (3,900) | 100 | ||
Total operating loss | |||||
Total segment assets | 16,400 | 16,400 | 16,800 | ||
Sports Technology Platform [Member] | |||||
Total net revenue | 300 | 600 | |||
Total segment operating loss | (300) | (1,000) | |||
Total operating loss | |||||
Total segment assets | $ 50,800 | $ 50,800 | $ 50,800 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 02, 2020 | Jul. 20, 2020 | Jun. 05, 2020 | Dec. 12, 2019 | Nov. 15, 2019 | Oct. 02, 2019 | Sep. 13, 2019 | May 03, 2019 | Aug. 31, 2020 | Jan. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 02, 2020 | Jul. 31, 2020 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | |||||||||||||||||
Revenue | $ 400,000 | $ 700,000 | $ 100,000 | ||||||||||||||
Credit Facility Letter Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 500,000 | ||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Subscription fee description | As consideration for the Securities Subscription, SportBLX received a one-time upfront subscription fee of $150,000 and will receive a monthly subscription fee of $100,000 during the first year of the contract. The fee increases to $137,500, monthly, for the remaining year of the initial term. Thereafter, upon renewal, SportBLX may increase the fee by an amount not to exceed five percent of the previous year's fee. The agreement also provides fees of $75,000 for each new tradable asset listed by the customer on the Platform. The Securities Subscription is effective for a two year term and automatically renews for consecutive one-year renewal terms unless either party provides notice to the other party of its intention not to renew prior to the end of the initial or renewal term. Either party may terminate the agreement for convenience upon 30 days' notice to the other party. | ||||||||||||||||
Upfront subscription fee | $ 150,000 | ||||||||||||||||
Monthly subscription fee | 100,000 | ||||||||||||||||
Subscription fee increases | 137,500 | ||||||||||||||||
Subscription agreement provides fees | $ 75,000 | ||||||||||||||||
George E Hall [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock percentage | 29.10% | ||||||||||||||||
Purchase of common stock | 37,924 | ||||||||||||||||
Purchase of common stock, value | $ 1,346,302 | ||||||||||||||||
Principal amount | $ 12,116,718 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Maturity date | Dec. 12, 2022 | ||||||||||||||||
Joseph A. De Perio [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Purchase of common stock | 17,076 | ||||||||||||||||
Purchase of common stock, value | $ 606,198 | ||||||||||||||||
Principal amount | $ 5,455,782 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Maturity date | Dec. 12, 2022 | ||||||||||||||||
Ownership percentage | 2.50% | ||||||||||||||||
Mr. Hall [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consulting fee | 250,000 | ||||||||||||||||
Alexander Fletcherl [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consulting fee | 200,000 | ||||||||||||||||
Consulting fee receive | $ 120,000 | ||||||||||||||||
Sport-BLX, Inc. [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sale of stock, total consideration | $ 1,000,000 | ||||||||||||||||
Stock percentage | 9.00% | ||||||||||||||||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 4 [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Maturity date | Jul. 1, 2021 | ||||||||||||||||
Debt maturity, description | Matures upon the earlier to occur of (a) demand by CSO, or (b) July 1, 2021. | ||||||||||||||||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 5 [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 40,000 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Maturity date | Jul. 1, 2021 | ||||||||||||||||
Debt maturity, description | Matures upon the earlier to occur of (a) demand by Mr. De Perio, or (b) July 1, 2021. | ||||||||||||||||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 6 [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 213,793 | ||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Maturity date | Jul. 1, 2021 | ||||||||||||||||
Debt maturity, description | Matures upon the earlier to occur of (a) demand by Securities, or (b) July 1, 2021. | ||||||||||||||||
Sport-BLX, Inc. [Member] | George E Hall [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock percentage | 65.60% | ||||||||||||||||
Orix PTP Holdings, LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Expenses from transactions with related party | $ 2,635,000 | ||||||||||||||||
Cash consideration pension percentage description | The Board approved a fee equal to 15% of the cash consideration, for Clinton's work on the Orix Transaction and 10% of the difference between the gross pension liabilities and the settlement payment. | ||||||||||||||||
Pension liabilities | $ 1,348,385 | ||||||||||||||||
Interest rate | 5.00% | 5.00% | |||||||||||||||
Maturity date | Sep. 18, 2021 | ||||||||||||||||
Clinton Group Inc. [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Cash payment for consideration | $ 250,000 | ||||||||||||||||
Clinton Special Opportunities Fund LLC [Member] | Credit Facility Letter Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Maturity date | Nov. 15, 2020 | ||||||||||||||||
Mr. Hall [Member] | Subscription Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Ownership percentage | 65.50% | ||||||||||||||||
Mr. De Perio [Member] | Subscription Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Ownership percentage | 28.10% | ||||||||||||||||
Sport BLX [Member] | Subscription Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Securities subscription fees | $ 550,000 | ||||||||||||||||
Revenue | $ 365,000 | ||||||||||||||||
Remaining payable amount | $ 185,000 | ||||||||||||||||
Sport BLX [Member] | Management Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consulting fee | $ 15,000 | ||||||||||||||||
Service outstanding amount | $ 30,000 | ||||||||||||||||
Orix [Member] | Adara Enterprises Inc [Member] | Promissory Notes [Member ] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sale of stock, total consideration | $ 17,562,700 | ||||||||||||||||
Stock percentage | 20.10% | ||||||||||||||||
Principal amount | $ 13,000,000 | ||||||||||||||||
George E Hall [Member] | Adara Enterprises Inc [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Interest rate | 100.00% | ||||||||||||||||
Sports & Entertainment Fund L P [Member] | Promissory Notes [Member ] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Commodities operator registration cash | $ 1,790,000 | ||||||||||||||||
AEC Purchased From GEH Capital LLC [Member] | Software Assignment Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Quantitative trading software | $ 1,750,000 | ||||||||||||||||
SportBLX Thoroughbreds Corp [Member] | Series B Common Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Share Issued | 6 | ||||||||||||||||
Common stock voting rights | 100% of the voting shares | ||||||||||||||||
Adara Asset Management LLC [Member] | Asset Distribution Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Ownership percentage | 100.00% | 100.00% | |||||||||||||||
Services Agreement and Management Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Expenses from transactions with related party | $ 2,400,000 | ||||||||||||||||
Services Agreement and Management Services Agreement [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Expenses from transactions with related party | $ 312,500 | $ 858,333 |