Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Jul. 30, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | GlassBridge Enterprises, Inc. | ||
Entity Central Index Key | 0001014111 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,500 | ||
Entity Common Stock, Shares Outstanding | 25,170 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue, primarily related party | $ 500 | $ 100 |
Operating expenses: | ||
Selling, general and administrative | 8,900 | 3,400 |
Impairment of goodwill | 42,300 | |
Restructuring and other | 100 | |
Total operating expenses | 51,200 | 3,500 |
Operating loss from continuing operations | (50,700) | (3,400) |
Other income (expense): | ||
Interest expense | (2,600) | (300) |
Realized loss on investments | (1,900) | |
Defined benefit plan adjustment | (8,500) | |
Unrealized gain on Arrive investment | 12,100 | |
Unrealized gain on SportBLX | 3,000 | |
Other income (expense), net | 100 | |
Total other income (expense) | (12,900) | 14,800 |
Income (loss) from continuing operations before income taxes | (63,600) | 11,400 |
Income tax benefit | ||
Income (loss) from continuing operations | (63,600) | 11,400 |
Discontinued operations: | ||
Income from discontinued operations, net of income taxes | 1,300 | |
Gain on sale of discontinued businesses, net of income taxes | 10,400 | |
Income from discontinued operations, net of income taxes | 11,700 | |
Net Income | (63,600) | 23,100 |
Less: Net loss attributable to noncontrolling interest | (1,300) | 2,900 |
Net Income attributable to GlassBridge Enterprises, Inc. | $ (62,300) | $ 20,200 |
Earnings (loss) per common share attributable to GlassBridge common shareholders - basic and diluted: | ||
Continuing operations | $ (2,472.77) | $ 330.15 |
Discontinued operations | 461.45 | |
Net Earnings | $ (2,472.77) | $ 791.60 |
Weighted average common shares outstanding: | ||
Basic and diluted (in thousands) | 25,200 | 25,500 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net income (loss) | $ (63,600) | $ 23,100 |
Net pension adjustments, net of tax: | ||
Reclassification of adjustments 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) | (43,000) | 23,200 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (1,300) | 2,900 |
Comprehensive income attributable to GlassBridge Enterprises, Inc. | $ (41,700) | $ 20,300 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,300 | $ 5,500 |
Short term investments | 200 | |
Accounts receivable, net (primarily related party) | 100 | 100 |
Prepaid operating expenses | 1,700 | |
Other current assets | 1,000 | 1,100 |
Total current assets | 2,400 | 8,600 |
Property and equipment, net | 1,500 | |
Goodwill | 8,300 | 50,600 |
Arrive long term investment | 12,800 | 14,800 |
Other assets and other investments | 400 | 2,400 |
Total assets | 25,400 | 76,400 |
Current liabilities: | ||
Accounts payable | 1,800 | 2,000 |
ESW note payable (See Note 8 - Debt) | 11,000 | |
Other current liabilities | 1,800 | 1,500 |
Total current liabilities | 14,600 | 3,500 |
Pension liability | 13,500 | |
Stock purchase agreement notes payable (See Note 16 - Related Party Transactions) | 17,600 | 17,600 |
Orix notes payable (See Note 8 - Debt) | 10,300 | |
Bank loan (See Note 8 - Debt) | ||
Other related parties notes payable (See Note 16 - Related Party Transactions) | 200 | |
Other liabilities | 200 | 200 |
Total liabilities | 33,000 | 45,100 |
See Note 15 - Litigation, Commitments and Contingencies | ||
Shareholders' deficit: | ||
Preferred stock, $.01 par value, authorized 200,000 shares, none issued and outstanding | ||
Common stock, $.01 par value, authorized 50,000 shares 2020 - shares issued: 28,097, outstanding: 25,170 2019 - shares issued: 28,097, outstanding: 25,170 | ||
Additional paid-in capital | 1,059,600 | 1,053,900 |
Accumulated deficit | (1,065,000) | (1,002,700) |
Accumulated other comprehensive loss | (20,600) | |
Treasury stock, at cost 2,927 shares at December 31,2020; 2,927 shares at December 31, 2019 | (24,900) | (24,900) |
Total GlassBridge Enterprises, Inc. shareholders' equity | (30,300) | 5,700 |
Noncontrolling interest | 22,700 | 25,600 |
Total shareholders' equity | (7,600) | 31,300 |
Total liabilities and shareholders' equity | $ 25,400 | $ 76,400 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 |
Common stock, shares outstanding | 25,170 | 25,170 |
Treasury stock shares | 2,927 | 2,927 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 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) | 20,200 | 2,900 | 23,100 | ||||
Purchase of treasury stock | |||||||
Purchase of treasury stock, shares | 450 | ||||||
Restricted stock grants and other | 200 | $ (200) | |||||
Restricted stock grants and other, shares | 75 | ||||||
Pension adjustments, net of tax | 100 | 100 | |||||
Recognition of noncontrolling interest | 4,800 | 22,700 | 27,500 | ||||
Balance at Dec. 31, 2019 | 1,053,900 | (1,002,700) | (20,600) | $ (24,900) | 25,600 | 31,300 | |
Balance, shares at Dec. 31, 2019 | 28,097 | 2,927 | |||||
Net income (loss) | (62,300) | (1,300) | (63,600) | ||||
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 | |||||
Balance at Dec. 31, 2020 | $ 1,059,600 | $ (1,065,000) | $ (24,900) | $ 22,700 | $ (7,600) | ||
Balance, shares at Dec. 31, 2020 | 28,097 | 2,927 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (63,600) | $ 23,100 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 800 | 100 |
Goodwill impairment | 42,300 | |
Stock-based compensation | 200 | |
Unrealized gain on Arrive investment | (12,100) | |
Unrealized gain on SportBLX investment | (3,000) | |
Loss on sale of investments | 1,900 | |
Defined benefit plan adjustment | 8,500 | |
Gain on sale of assets and businesses | (10,400) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (200) | (100) |
Prepaid expenses | 300 | (1,600) |
Other current assets | 600 | |
Other assets | 1,200 | 800 |
Accounts payable | (400) | (5,600) |
Other current liabilities | (2,700) | |
Other liabilities | 1,100 | |
Net cash used in operating activities | (7,500) | (11,300) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (1,700) | |
Purchase of SportBLX | (3,700) | |
Purchase of investments | (1,100) | (1,300) |
Proceeds from sale of investments | 200 | |
Proceeds from fund distribution | 2,000 | 1,300 |
Disbursement related to disposal group | (1,800) | (800) |
Proceeds from sale of assets and businesses | 1,200 | |
Net cash used in investing activities | (2,400) | (3,300) |
Cash Flows from Financing Activities: | ||
Proceeds from Orix notes payable | 16,000 | 10,200 |
Repayment of Orix note payable | (16,000) | |
Proceeds from ESW note payable | 5,400 | |
Proceeds from Bank Loan | 400 | |
Proceeds from other related parties notes payable | 400 | |
Proceeds from sale of equity interest in Adara Enterprises Corp | 4,600 | |
Net cash provided by financing activities | 6,200 | 14,800 |
Net change in cash and cash equivalents | (3,700) | 200 |
Cash, cash equivalents and restricted cash - beginning of year | 5,500 | 5,300 |
Cash, cash equivalents and restricted cash - end of year (a) | 1,800 | 5,500 |
Supplemental disclosures of cash paid during the period: | ||
Income taxes (net of refunds received) | (600) | (1,100) |
Interest expense | 300 | |
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 | |
Notes payable issued for purchase of SportBLX | 17,600 | |
Recognition of non-controlling interest - SportBLX | 23,700 | |
Recognition of non-controlling interest - Adara Enterprises Corp | 1,000 | |
Total non-cash investing and financing activities during the period | 16,100 | 42,300 |
Current assets: | ||
Cash and cash equivalents | 1,300 | 5,500 |
Restricted cash in other current assets | 500 | |
Total cash, cash equivalents and restricted cash | $ 1,800 | $ 5,500 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Acquistion shares of common stock | 201 | 201 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1 — Background and Basis of Presentation Background GlassBridge Enterprises, Inc. owns and operates an asset management business and a sports technology platform through wholly owned Adara Enterprises, Corp. (“Adara” or “AEC”), formerly known as Imation Enterprises Corp, and Sport-BLX, Inc. (“SportBLX”), among other subsidiaries. As used in this document, the terms “GlassBridge”, “the Company”, “we”, “us”, and “our” mean GlassBridge Enterprises, Inc. and its subsidiaries unless the context indicates otherwise. On March 31, 2019, the Company entered into a securities purchase agreement (the “IMN Capital Agreement”) with IMN Capital Holdings, Inc., a Delaware corporation (“IMN Capital”) whereby the Company sold its entire ownership of its international subsidiaries together with its entire ownership in Imation Latin America Corp., a Delaware corporation (the “Imation Subsidiaries”). Certain subsidiaries of the Company, including the Imation Subsidiaries, are parties to certain lawsuits, claims, and other legal proceedings concerning claims and counterclaims relating to excess payments made by the Imation Subsidiaries relating to copyright levies in European Union (“EU”) member states (the “Subsidiary Litigation”). Pursuant to the terms and subject to the conditions of the IMN Capital Agreement, IMN Capital acquired from the Company the Company’s shares representing the Company’s ownership interests in each of the Imation Subsidiaries (the “Subsidiary Sale”). Following the Subsidiary Sale, the Imation Subsidiaries are no longer affiliates of the Company, and the Company has no interest in or to the Imation Subsidiaries except as explicitly described in the IMN Capital Agreement. In consideration for the Subsidiary Sale, the Company shall receive certain compensation from IMN Capital. As defined in the IMN Capital Agreement, a payment occurrence is the settlement or final adjudication as to all demands, claims, counter-claims, cross-claims, third-party claims, damages, fees, costs and expenses, brought and raised on any matters arising from or related to the Subsidiary Litigation (a “Payment Occurrence”). In connection with the Subsidiary Sale, the purchase price furnished by IMN Capital to the Company (the “Purchase Price”) shall consist of (i) $277,900 payable upon the execution of the IMN Capital Agreement and (ii) 75% of all net proceeds from Subsidiary Litigation (which, for the avoidance of doubt, shall be calculated after the payment of (i) the retirement of the Germany pension liability; (ii) contingency fees payable to attorneys engaged in connection with the Subsidiary Litigation; (iii) fees payable to Mach 5, the litigation financing company and (iv) the payment of all applicable taxes including income taxes in connection with the Subsidiary Litigation) (such payment, the “Contingent Payment”). The Company recorded a one-time non-cash gain of approximately $10 million in connection with IMN Capital Agreement transaction. The Company’s continued operations and ultimate ability to continue as a going concern will depend on its ability to enhance revenue and operating results, enter into strategic relationships or raise additional capital. The Company can provide no assurances that all or any of such plans will occur; and if the Company is unable to return to profitability or otherwise raise sufficient capital, there would be a material adverse effect on its business. On August 20, 2019, the Company effected a reverse split of our common stock, par value $0.01 per share at a ratio of 1:200 (the “Reverse Stock Split”). On August 21, 2019 (the “Effective Date”), our common stock began trading on the Reverse Stock Split-adjusted basis on the OTCQB at the opening of trading. In connection with the Reverse Stock Split, our common stock began trading with a new CUSIP number at such time. There was no change to the Company’s stock symbol. All prior periods have been retroactively adjusted to give effect to the reverse stock split. See Note 13 - Shareholders’ Equity for further information. On October 1, 2019, the Company sold to Orix PTP Holdings, LLC (“Orix”), for $17.6 million, 20.1% of the outstanding stock of Adara, until then a Company wholly owned subsidiary, together with two promissory notes of Adara to the Company in total principal amount of $13 million. On December 12, 2019, the Company acquired a controlling interest of 50.7% in SportBLX in two separate stock purchase agreements. In July 2020, the Company and certain of its subsidiaries completed a series of transactions that resulted among other things, in the Company’s reacquiring shares of Adara sold in October 2019; disposing of obligations incurred in connection with the sale; and entering into a Loan and Security Agreement (the “ESW Loan Agreement”). In addition, Adara acquired, from an affiliate of the Company, certain quantitative trading software, which is included in the assets in which ESW Holdings, Inc. (“ESW”) has a security interest. In January 2021, Adara Enterprises, Corp. (“Adara” or “AEC”) received notice from ESW Holdings, Inc. (“ESW”) that Adara had defaulted on its obligation to pay at maturity, i.e., on January 20, 2021, $11,000,000 in principal and all other amounts due to ESW under a Loan and Security Agreement (“ESW Loan Agreement”), dated July 21, 2020. Pursuant to the ESW Loan Agreement, AEC gave to ESW a security interest in all of AEC’s assets, and GlassBridge pledged to ESW all of GlassBridge’s AEC stock and 30% of GlassBridge’s SportBLX stock. The Loan Agreement provides that, upon AEC’s default, AEC may elect to cooperate with ESW to effect a prearranged reorganization of AEC in bankruptcy, pursuant to which ESW acquires from GlassBridge all equity in AEC and certain of its assets, most notably property and equipment consisting of quantitative trading software, as well as deferred tax assets resulting from net operating losses, for consideration of $8,500,000, which amount would be used to satisfy the claims of all valid creditors and certain administrative expenses associated with the bankruptcy case, with all residual funds to be paid to GlassBridge. On April 22, 2021, AEC filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware. AEC’s prepackaged chapter 11 plan of reorganization was confirmed at a hearing on June 9, 2021 and became effective on June 15, 2021 (the “Effective Date”). Upon the occurrence of the Effective Date, ESW paid $8.5 million in consideration, less $325,000 that ESW had previously funded in the form of a postpetition debtor-in-possession loan to AEC to fund the costs of administration associated with AEC’s bankruptcy case. Also on the Effective Date, 50% of the equity in reorganized AEC was issued to ESW, and the other 50% of the equity in reorganized AEC was issued to ESW’s affiliate, ESW Capital LLC. Finally, on the Effective Date, GlassBridge received a release of its guaranty obligations to ESW as well as a license to use AEC’s quantitative trading software in connection with the sports industry. Adara has historically been one of the subsidiaries through which the company has operated its asset management business. The Company, however, remains committed to its asset management business and holds various investments and assets, including Arrive LLC (“Arrive”), in other subsidiaries. The default on the ESW loan agreement is expected to provide additional liquidity for the Business though the prearranged bankruptcy plan described above. Basis of Presentation The financial statements are presented on a consolidated basis and include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company owns or controls fifty percent or more of the voting shares and has the right to control. The results of entities disposed of are included in the Consolidated Financial Statements up to the date of the disposal and, where appropriate, these operations have been reflected as discontinued operations. Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included in the results reported. The operating results of our legacy business segments, Consumer Storage and Accessories and Tiered Storage and Security Solutions (the “Legacy Businesses”) and the Nexsan Business, are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented. Our continuing operations in each period presented represents our “Asset Management Business” and our “Sports Technology Platform”, as well as corporate expenses and activities not directly attributable to our Legacy Businesses or the Nexsan Business. Assets and liabilities directly associated with our Legacy Businesses and Nexsan Business and that are not part of our ongoing operations have been separately presented on the face of our Consolidated Balance Sheets for all periods presented. See Note 5 - Discontinued Operations |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates. Foreign Currency. Cash Equivalents. Restricted Cash. Investments. Fair Value Measurements. Trade Accounts Receivable and Allowances. Intangible Assets. Impairment of Long-Lived Assets. Restructuring. Revenue Recognition. Income Taxes. We record income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We measure deferred tax assets and liabilities using the enacted statutory tax rates that are expected to apply in the years in which the temporary differences are expected to be recovered or paid. We regularly assess the likelihood that our deferred tax assets will be recovered in the future. In accordance with accounting rules, a valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered to be more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. If we determine it is more-likely-than-not that we will not realize all or part of our deferred tax assets, an adjustment to the deferred tax asset will be charged to earnings in the period such determination is made. Our income tax returns are subject to review by various taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. Treasury Stock. Stock-Based Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Expected volatilities are based on historical volatility of our stock and are calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate for the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. We use historical data and management judgment to estimate option exercise and employee termination activity within the valuation model. The expected term of stock options granted is based on historical data and represents the period of time that stock options granted are expected to be outstanding. It is calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we consider the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield, if applicable, is based on the latest dividend payments made on or announced by the date of the grant. Forfeitures are estimated based on historical experience and current demographics. See Note 10 - Stock-Based Compensation Income (Loss) per Common Share. Diluted income (loss) per common share is computed on the basis of the weighted average basic shares outstanding plus the dilutive effect of our stock-based compensation plans using the “treasury stock” method. Since the exercise price of our stock options is greater than the average market price of the Company’s common stock for the period, we did not include dilutive common equivalent shares for these instruments in the computation of diluted income (loss) per common share because the effect would be anti-dilutive. See Note 3 - Income (Loss) per Common Share 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. The Company adopted this ASU in the first quarter of 2020. As this ASU relates only to disclosures, there was no impact to the Company’s consolidated results of operations or financial condition. In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires a retrospective transition approach. For the Company, the ASU is effective as of January 1, 2021. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Note 3 — Income (Loss) per Common Share The following table sets forth the computation of the weighted average basic and diluted income (loss) per share: Years Ended December 31, 2020 2019 (In millions, except per share amounts) Numerator: Income (loss) from continuing operations $ (63.6 ) $ 11.4 Less: loss attributable to noncontrolling interest (1.3 ) — Net income (loss) from continuing operations attributable to GlassBridge Enterprises, Inc. (62.3 ) 11.4 Income from discontinued operations, net of income taxes — 11.7 Net income $ (62.3 ) $ 23.1 Denominator: Weighted average number of diluted shares outstanding during the period - basic and diluted (in thousands) 25.2 25.5 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (2,472.77 ) $ 330.15 Discontinued operations — 461.45 Net income $ (2,472.77 ) $ 791.60 Anti-dilutive shares excluded from calculation — — |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination During the first ten months of 2019, the Company entered into three Common Stock Purchase Agreements (the “SportBLX Purchase Agreement”) with SportBLX, Inc., a Delaware corporation (“SportBLX”), purchasing a total of 13,519 shares of SportBLX common stock for total consideration of $1,788,379. On December 12, 2019, the Company acquired a controlling interest of 50.7% in SportBLX by purchasing an additional 55,000 shares for total consideration of $19.5 million, in two separate stock purchase agreements. The Company entered into a Common Stock Purchase Agreement with Joseph A. De Perio (the “De Perio Agreement”) pursuant to which the Company purchased 17,076 shares of SportBLX common stock in exchange for consideration of $6,061,980. On the same date, the Company entered into a Common Stock Purchase Agreement with George E. Hall (the “Hall Agreement” and, together with the De Perio Agreement, the “Stock Purchase Agreements”) pursuant to which the Company purchased 37,924 shares of SportBLX common stock for consideration of $13,463,020. Joseph De Perio is a member of the Board of Directors of the Company, owns 2.47% of the Company’s outstanding common stock and is SportBLX’s president. George E. Hall is the beneficial holder of approximately 31.1% of the Company’s outstanding common stock and is the Executive Chairman and CEO of SportBLX. The aggregate consideration paid by the Company in the business combination is $21,313,378.72. Date Description Shares Acquired Per Share Price Consideration January 4, 2019 SportBLX Purchase Agreement 10,526 $ 95.0029 $ 1,000,000 September 16, 2019 SportBLX Purchase Agreement 679 263.4074 178,854 October 18, 2019 SportBLX Purchase Agreement 2,314 263.4074 609,525 13,519 1,788,379 December 12, 2019 De Perio Agreement 17,076 355.0000 6,061,980 December 12, 2019 Hall Agreement 37,924 355.0000 13,463,020 55,000 19,525,000 Total shares and consideration 68,519 $ 21,313,379 The following table presents the fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 3,365 Sundry receivable 14,772 Investment – Race Horses 220,000 Investment – BLX Trading Corp 4,600 TANGIBLE ASSETS ACQUIRED 242,737 Accounts payable $ 712,160 Accrued expenses 50,000 Accrued interest payable 27,796 Note payable 2,000,000 LIABILITIES ASSUMED 2,789,956 NET LIABILITIES ASSUMED (2,547,219 ) Goodwill 50,552,094 INTANGIBLE ASSETS ACQUIRED 50,552,094 Consideration 21,313,379 Unrealized gain 3,010,866 Total GlassBridge Enterprises, Inc. interest 24,324,245 Noncontrolling interests 23,680,630 $ 48,004,875 The following table provides unaudited pro forma information for the periods presented as if the SportBLX acquisition had occurred January 1, 2019: Year ended December 31, 2019 (in millions) Revenues $ (0.1 ) Loss from continuing operations $ (10.6 ) As a result of the acquisition, the Company, will seek revenues by creating an online marketplace for sports assets, including revenue share interests in player and racehorse earnings and equity interests in teams. SportBLX partners with a registered broker-dealer to effect transactions in sports assets constituting securities. SportBLX enables enthusiasts to use their knowledge to engage passionately and invest in the athletes and sports teams they love, giving investors opportunities to participate in the value creation that success in sports brings. SportBLX is offering a new asset class and is the first company to bring it to the market. Sports are a multi-billion dollar industry with economic and non-economic factors that make it very unique. The leadership at SportBLX brings over thirty years of experience in the financial industry with experience in securitizing, structuring and trading. This unique combination accounts for the goodwill of $50,552,094 arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value allocation was completed and it was determined that $50.6 million was attributable to goodwill. In December 2020, the Company recorded an impairment charge of $42.3 million to goodwill. See Note 7 – Goodwill |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 5 — Discontinued Operations The Nexsan Business On August 16, 2018, the Company completed the disposition of its entire interest in the Nexsan Business. Escrowed funds of $610,760, net of claims, that were held for indemnifiable costs or liabilities arising within 18 months of the transaction were remitted to the Company on February 19, 2020. The Legacy Businesses As of December 31, 2016, the wind-down of the Company’s Legacy Businesses was substantially complete, having effectively terminated all associated employees and ceased all 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) $277,900 payable upon the execution of the IMN Capital Agreement and (ii) 75% of all net proceeds from subsidiary litigation (which, for the avoidance of doubt, shall be calculated after the payment of (i) the retirement of the Germany pension liability; (ii) contingency fees payable to attorneys engaged in connection with the Subsidiary Litigation; (iii) fees payable to Mach 5, the litigation financing company and (iv) the payment of all applicable taxes including income taxes in connection with the subsidiary litigation). The Company recorded a one-time non-cash gain of approximately $10.0 million in connection with IMN Capital Agreement transaction. As of December 31, 2019, we have substantially collected all our outstanding receivables and settled all of our outstanding payables associated with these businesses. Results of Discontinued Operations The operating results for the Legacy Businesses and the Nexsan Business are presented in our Consolidated Statements of Operations as discontinued operations for all periods presented and reflect revenues and expenses that are directly attributable to these businesses that were eliminated from our ongoing operations. The key components of the results of discontinued operations were as follows: For the Years Ended December 31, 2020 2019 (In millions) Other income $ — $ 1.3 Income from discontinued operations, before income taxes — 1.3 Gain on sale of discontinued businesses, before income taxes — 9.4 Income tax benefit — 1.0 Income from discontinued businesses, net of income taxes $ — $ 11.7 Net income of discontinued operations for year ended December 31, 2020 decreased by $11.7 million compared to the year ended December 31, 2019, due to the Subsidiary Sale. The income tax benefit related to discontinued operations was $0.0 million and $1.0 million for the years ended December 31, 2020 and 2019, respectively. See Note 12 - Income Taxes The Company no longer has any assets or liabilities of discontinued operations as of December 31, 2019. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Note 6 — Supplemental Balance Sheet Information Additional supplemental balance sheet information is provided below. Other current assets of $1.0 million as of December 31, 2020 consists of restricted cash of $0.5 million and a minimum tax refund that was received in the first quarter of 2021. Other current assets of $2.8 million as of December 31, 2019 include $1.7 million of prepaid professional service fees to a related party, $0.5 million for a tax refund received in 2020 and $0.6 million of escrowed funds related to the disposition of the Nexsan Business. Property and equipment consists of quantitative trading software purchased from GEH Capital, LLC (“GEH”), a related party. The asset is depreciated on a straight-line basis over a useful life of three years. Net property and equipment of $1.5 million as of December 31, 2020 consists of the purchased cost of $1.7 million less accumulated depreciation of $0.2 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 16 – Related Party Transactions In January 2021, AEC received notice from ESW that Adara had defaulted on its obligations under the ESW Loan Agreement. On April 22, 2021, AEC filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware. As part of AEC’s prepackaged chapter 11 plan of reorganization which became effective on June 15, 2021, ESW acquired the Company’s interest in the quantitative trading software and GlassBridge received a license to use the software in connection with the sports industry. See Note 17 – Subsequent Events Total assets of as of December 31, 2020 include a $12.8 million investment in Arrive LLC (“Arrive”), down $2.0 million as a result of distributions. The Arrive investment was $14.8 million as of December 31, 2019. Historically, we accounted for such investment under the cost method of accounting. The adoption of ASU No. 2016-01 in the first quarter of 2018 effectively eliminated the cost method of accounting, and the carrying value of this investment is written down, or impaired, to fair value when a decline in value is considered to be other-than-temporary. Our strategic investment in equity securities does not have a readily determinable fair value; therefore, the new guidance was adopted prospectively. As of December 31, 2020, there were no indicators of impairment for this investment. The Company will assess the investment for potential impairment, quarterly. Other assets of $0.4 million as of December 31, 2020 include a separate investment in Arrive. Other assets and other investments of $2.4 million as of December 31, 2019, include a $0.9 million investment in the Möbius Fund SCA SICAV-RAIF. In 2020, the Company contributed an additional $0.5 million to the investment due to market downturn. The investment subsequently ended and resulted in a $1.4 million loss that was realized in 2020. Another $0.5 million minimum tax refund, separate from the tax refund recorded in other current assets, is also included in other assets and other investments as of December 31, 2019. Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2020 2019 (In millions) Accrued payroll $ 0.5 $ 0.1 Other current liabilities 1.3 1.4 Total other current liabilities $ 1.8 $ 1.5 Other current liabilities as of December 31, 2020, include accruals for interest expense of $1.2 million of which $0.1 million is related party. Other current liabilities as of December 31, 2019, included accruals for professional services fees of $0.7 million and fees related to insurance and other claims of $0.4 million. Stock purchase agreements as of December 31, 2020, include notes payable of $12.1 million and $5.5 million to George E. Hall and Joseph A. De Perio, respectively, in conjunction with the Stock Purchase Agreement for shares of SportBLX common stock. See Note 16 – Related Party Transactions As of December 31, 2020, the Company has a note payable of $11.0 million to ESW Holdings, LLC (“ESW”) and a $0.4 million Bank loan from Signature Bank pursuant to the Paycheck Protection Program (the “PPP”). See Note 8 – Debt for additional information on the ESW note payable and the Bank loan. As of December 31, 2019, pension liabilities were $13.5 million. Following a payment made on October 3, 2019 in fulfillment of a settlement agreement with the Pension Benefit Guaranty Corporation, the Company is no longer obligated for this liability, as of January 6, 2020. See Note 11 – Retirement Plans As of December 31, 2019, the Company had notes payable of $13.0 million in connection with a Securities Purchase Agreement with Orix which 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. See Note 16 – Related Party Transactions |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7 — Goodwill As a result of acquiring a controlling interest in SportBLX, we recorded goodwill of $50.6 million as part of the purchase price allocation. The goodwill acquired was fully allocated to our Sports technology platform. In December 2020, we recorded an impairment charge of $42.3 million. See the 2020 Goodwill Analysis below for additional information. The following table presents the changes in goodwill: SportBLX (in millions) Balance as of December 31, 2018 $ — Acquisition 50.6 Balance as of December 31, 2019 50.6 Impairment charges 42.3 Balance as of December 31, 2020 $ 8.3 2020 Goodwill Analysis During the fourth quarter of 2020, management engaged in a strategic and financial assessment of the Sports Technology Business. In assessing recoverability of the goodwill recorded as part of the purchase price allocation from the SportBLX acquisition, we compared the carrying amount of the goodwill with its implied fair value. To determine the estimated fair value, we used the cost approach, a valuation technique that involves determining the total asset value of a business and reducing that value by the amount of its outstanding liabilities. As a result of this assessment, we determined the carrying value of the goodwill exceeded its fair value. Consequently, we recorded an impairment charge of $42.3 million in the Consolidated Statements of Operations for the year ended December 31, 2020. The impairment of goodwill was driven by a number of factors affecting our Sports Technology Business in 2020 including, but not limited to, the outbreak of COVID-19 and its impact on sports globally, the performance of the business and its capital position. See Note 2 - Summary of Significant Accounting Policies as well as Critical Accounting Policies and Estimates within the Management’s Discussion and Analysis section for further background and information on goodwill impairments. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 8 — Debt Debt and notes payable consists of the following: Years Ended December 31, 2020 2019 (In millions) Pension liability $ — $ 13.5 Stock purchase agreement notes payable (see Note 16 – Related Party Transactions 17.6 17.6 Orix notes payable — 13.0 ESW note payable 11.0 — Deferred financing costs — (2.7 ) Bank loan 0.4 — Other related parties notes payable 0.2 — Other liabilities 0.2 0.2 Total long term debt 29.4 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 16 – Related Party Transactions The Company had multiple notes payable with Orix. Notes payable of $16.0 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 $13.0 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 $11.0 million from 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 the ESW Loan Agreement, 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 ESW Loan Agreement is untrue. The ESW Loan Agreement 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 ESW Loan Agreement, 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. In January 2021, AEC received notice from ESW that Adara had defaulted on its obligation to pay at maturity, i.e., on January 20, 2021, $11,000,000 in principal and all other amounts due to ESW under the ESW Loan Agreement. Pursuant to the ESW Loan Agreement, AEC gave to ESW a security interest in all of AEC’s assets, and GlassBridge pledged to ESW all of GlassBridge’s AEC stock and 30% of GlassBridge’s SportBLX stock. The Loan Agreement provides that, upon AEC’s default, AEC may elect to cooperate with ESW to effect a prearranged reorganization of AEC in bankruptcy, pursuant to which ESW acquires from GlassBridge all equity in AEC and certain of its assets, most notably property and equipment consisting of quantitative trading software, as well as deferred tax assets resulting from net operating losses, for consideration of $8,500,000, which amount would be used to satisfy the claims of all valid creditors and certain administrative expenses associated with the bankruptcy case, with all residual funds to be paid to GlassBridge. On April 22, 2021, AEC filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware. AEC’s prepackaged chapter 11 plan of reorganization was confirmed at a hearing on June 9, 2021 and became effective on June 15, 2021 (the “Effective Date”). Upon the occurrence of the Effective Date, ESW paid $8.5 million in consideration, less $325,000 that ESW had previously funded in the form of a postpetition debtor-in-possession loan to AEC to fund the costs of administration associated with AEC’s bankruptcy case. Also on the Effective Date, 50% of the equity in reorganized AEC was issued to ESW, and the other 50% of the equity in reorganized AEC was issued to ESW’s affiliate, ESW Capital LLC. Finally, on the Effective Date, GlassBridge received a release of its guaranty obligations to ESW as well as a license to use AEC’s quantitative trading software in connection with the sports industry. 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 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 used 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 December 31, 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 December 31, 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 December 31, 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 December 31, 2020, in each of the next five fiscal years and thereafter are as follows: Fiscal years ending in (in millions) 2021 $ 11.2 2022 18.2 2023 — 2024 — 2025 — 2026 and thereafter — Total 29.4 |
Restructuring and Other Expense
Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Expense | Note 9 — 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 and $0.1 million for the years ended December 31, 2020 and 2019, respectively. Restructuring expense of $0.1 million for the year ended December 31, 2019 was related to severance payments. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10 — Stock-Based Compensation Stock compensation consisted of the following: Years Ended December 31, 2020 2019 (In millions) Stock compensation expense $ — $ — The 2011 Incentive Plan was approved and adopted by our shareholders on May 4, 2011 and became effective immediately. The 2011 Incentive Plan was amended and approved by our shareholders on May 8, 2013. The 2011 Incentive Plan permits the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, dividend equivalents, performance awards, stock awards and other stock-based awards. The aggregate number of shares of our common stock that may be issued under all stock-based awards made under the 2011 Incentive Plan is 4,671. The number of shares available for awards, as well as the terms of outstanding awards, is subject to adjustments as provided in the 2011 Incentive Plan for stock splits, stock dividends, recapitalization and other similar events. Awards may be granted under the 2011 Incentive Plan until the earlier to occur of May 3, 2021 or the date on which all shares available for awards under the 2011 Incentive Plan have been granted; provided, however, that incentive stock options may not be granted after February 10, 2021. Stock-based compensation awards issued under the 2011 Incentive Plan generally have a term of ten years and, for employees, vest over a three-year period. Exercise prices of awards issued under these plans are equal to the fair value of the Company’s stock on the date of grant. As of December 31, 2020, there were 1,360 outstanding stock-based compensation awards under the 2011 Incentive Plan. As of December 31, 2020, there were no shares available for grant under our 2011 Incentive Plan. Stock Options The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding December 31, 2018 113 $ 16,734.00 0.2 Forfeited (113 ) 16,734.00 Granted 1,360 106.00 Outstanding December 31, 2019 1,360 $ 106.00 9.7 Granted — — Outstanding December 31, 2020 1,360 $ 106.00 8.7 Exercisable as of December 31, 2020 873 $ 106.00 8.7 The Company did not grant any options during the year ended December 31, 2020, and granted 1,360 options during the year ended December 31, 2019. There were no options exercised in 2019 or 2020. As of December 31, 2020 there are 1,360 shares outstanding and 873 shares are exercisable. The aggregate intrinsic value of all outstanding stock options was $0.0 million as of December 31, 2020. Total stock-based compensation expense associated with stock options related to continuing operations recognized in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 was $0.0 million. As of December 31, 2020, unrecognized compensation expense related to outstanding stock options was immaterial. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2020 or 2019. 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 150 $ 1,406.00 Vested (75 ) 1,406.00 Forfeited (75 ) 1,406.00 Nonvested as of December 31, 2019 — $ — Nonvested as of December 31, 2020 — $ — No shares of restricted stock were granted during the years ended December 31, 2019 or 2020. The total fair value of shares that vested during the years 2020 and 2019 was $0.0 million and $0.1 million, respectively. Total stock-based compensation expense associated with restricted stock relating to continuing operations recognized in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 was $0.0 million. As of December 31, 2020, the Company does not have any outstanding restricted stock or related unrecognized compensation expense. No related stock-based compensation was capitalized as part of an asset for the years ended December 31, 2020 or 2019. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 11 — Retirement Plans Pension Plans GlassBridge and the U.S. Pension Benefit Guaranty Corporation (the “PBGC”) entered into an agreement on May 13, 2019 to terminate the Imation Cash Balance Pension Plan (the “Plan”) based on the PBGC’s findings that (i) the Plan did not meet the minimum funding standard required under Section 412 of the Internal Revenue Code of 1986, as amended; (ii) the Plan would be unable to pay benefits when due and (iii) the Plan should be terminated in order to protect the interests of the Plan participants. GlassBridge and all other members of Seller’s controlled group (within the meaning of 29 U.S.C. §1301(a)(14)) (collectively, and including the Company, the “Controlled Group Members”)) were jointly and severally liable to the PBGC for all liabilities under Title IV of ERISA in connection with the Plan’s termination, including unfunded benefit liabilities, due and unpaid Plan contributions, premiums, and interest on each of the foregoing (the “Pension Liabilities”), as a result of which a lien in favor of the Plan, on all property of each Controlled Group Member, arose and was perfected by PBGC (the “Lien”). On October 1, 2019, the Company entered into a settlement agreement (“Settlement Agreement”) with the PBGC. Pursuant to the terms of the Settlement Agreement, GlassBridge paid $3,000,000 in cash to PBGC on October 3, 2019 (the “Settlement Payment”). Per the terms of the Settlement Agreement and following the Settlement Payment on October 3, 2019, the PBGC will be deemed to have released all Controlled Group Members from the Lien as of January 6, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 — Income Taxes The components of income (loss) from continuing operations before income taxes were as follows: Years Ended December 31, 2020 2019 (In millions) U.S. $ (63.6 ) $ 11.4 International — — Total $ (63.6 ) $ 11.4 The components of the income tax (provision) benefit from continuing operations were as follows: Years Ended December 31, 2020 2019 (In millions) Current Federal $ — $ — International — — Deferred International — — Total $ — $ — The income tax provision from continuing operations differs from the amount computed by applying the statutory United States income tax rate (21 percent) because of the following items: Years Ended December 31, 2020 2019 (In millions) Tax at statutory U.S. tax rate $ (13.3 ) $ 2.4 State income taxes, net of federal benefit (2.5 ) 0.5 Valuation allowances (4.5 ) (28.6 ) Goodwill impairment 10.6 — Pension and debt forgiveness 9.7 — Tax on unremitted earnings of foreign subsidiaries — (0.4 ) Stock-based compensation — 0.3 Net effect of subsidiary sale — 25.0 Reclassification to discontinued operations and other — 0.8 Income tax (provision) benefit $ — $ — The 2020 tax law change that had the most significant impact was in the CARES Act, which accelerated the refund schedule for alternative minimum tax credit carryovers. The Company had recorded a tax benefit of $2.2 million in 2017-2018 which was originally scheduled to be received as cash refunds in 2019 through 2022. The CARES Act allowed the Company to file a refund claim for the entire remaining balance of $0.6 million which was received (with interest) in February 2021. Tax laws require certain items to be included in our tax returns at different times than the items are reflected in our results of operations. Some of these items are temporary differences that will reverse over time. We record the tax effect of temporary differences as deferred tax assets and deferred tax liabilities in our Consolidated Balance Sheets. In 2020 and 2019 the net cash paid for income taxes, relating to both continuing and discontinued operations, was $0.0 million and $0.0 million, respectively. The components of net deferred tax assets and liabilities were as follows: As of December 31, 2020 2019 (In millions) Tax credit carryforwards 20.3 21.4 Net operating loss carryforwards 134.2 144.1 Accrued liabilities and other reserves 0.1 — Pension — 3.4 Capital losses 33.1 26.9 Other, net 44.2 40.6 Total deferred tax assets 231.9 236.4 Valuation allowance (231.9 ) (236.4 ) Net deferred tax assets — — Unremitted earnings of foreign subsidiaries 0.2 (0.2 ) Total deferred tax liabilities 0.2 (0.2 ) Valuation allowance — — Total deferred tax liabilities (0.2 ) (0.2 ) Net deferred tax liabilities $ (0.2 ) $ (0.2 ) We regularly assess the likelihood that our deferred tax assets will be recovered in the future. A valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. Our accounting for deferred tax consequences represents our best estimate of future events. A valuation allowance established or revised as a result of our assessment is recorded through income tax provision in our Consolidated Statements of Operations. Changes in our current estimates due to unanticipated events, or other factors, could have a material effect on our financial condition and results of operations. We maintain a valuation allowance related to our deferred tax assets. The valuation allowance was $231.9 million and $236.4 million as of December 31, 2020 and 2019, respectively. The deferred tax asset changes and corresponding valuation allowance changes in 2020 compared to 2019 were due primarily to a decrease in net operating loss carryovers. The net deferred tax liability not offset by valuation allowance of $0.2 million relates to foreign tax withholding on unremitted foreign earnings. The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2020 2019 (In millions) Deferred tax liability - non-current (0.2 ) (0.2 ) Total $ (0.2 ) $ (0.2 ) Federal net operating loss carryforwards totaling $594.0 million will begin expiring in 2029. The Company’s $584.0 million in federal net operating loss carryforwards generated through 2017 continue to be subject to historical tax rules that allow carryforward for 20 years from origin, with the ability to offset 100 percent of future taxable income. Subsequent year tax losses have an indefinite life. The Company performed an analysis to confirm that none of the federal net operating loss carryovers should be limited by Section 382. This limitation could result if there is a more than 50 percent ownership shift in the GlassBridge shares within a three-year testing period. No such ownership shift has occurred through December 31, 2020. However, on the Effective Date of AEC’s prepackaged chapter 11 plan of reorganization, 100% of the equity in AEC, as reorganized, was issued to ESW and its affiliate ESW Capital LLC. Accordingly, the deferred tax assets resulting from AEC’s standalone net operating losses effectively became an asset of ESW and its affiliate, ESW Capital LLC, as of June 15, 2021, reducing GlassBridge’s federal net operating loss carryforwards from $594.0 million to $158.8 million as a result of the reorganization. See Note 8 – Debt We have state income tax loss carryforwards of $156.0 million, which will expire at various dates up to 2037. GlassBridge’s state loss carryforwards would be reduced to approximately $42 million after a 2021 AEC reorganization. GlassBridge has U.S. and foreign tax credit carryforwards of $20.3 million, $16.6 million of which will expire between 2021 and 2023, and the remainder of which will expire between 2024 and 2033. Federal capital losses of $132.3 million will expire between 2021 and 2025. Our income tax returns are subject to review by various U.S. and foreign taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2020 2019 (In Millions) Beginning Balance $ 0.2 $ 0.6 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years — (0.4 ) Settlements with taxing authorities — — Reductions due to lapse of statute of limitations — — Total 0.2 0.2 Our federal income tax returns for 2017 through 2020 are subject to examination by the Internal Revenue Service. For state purposes, the statutes of limitation vary by jurisdiction. With few exceptions, we are no longer subject to examination for years before 2014. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Note 13 — Shareholders’ Equity Reverse Stock Split On August 20, 2019, the Company filed an Amendment (the “Amendment”) to the Restated Certificate of Incorporation, as amended, of the Company (the “Articles”) with the Secretary of State of the State of Delaware to: (i) effect a reverse split of our common stock at a ratio of 1:200 (the “Reverse Stock Split”) and (ii) effect an amendment allowing the stockholders of the Company to act by written consent in lieu of meeting, subject to certain limitations (the “Written Consent Amendment”). On August 21, 2019 (the “Effective Date”), our common stock began trading on the Reverse Stock Split-adjusted basis on the OTCQB at the opening of trading. In connection with the Reverse Stock Split, our common stock began trading with a new CUSIP number at such time. There was no change to the Company’s stock symbol. No fractional shares of common stock were issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise have held a fractional share, a stockholder, in lieu of the issuance of such fractional share, was entitled, upon surrender to the exchange agent of a certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry, to receive a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by $106, which is the closing price per share (as adjusted to give effect to the Reverse Stock Split) on the OTCQB on the closing date immediately prior to the Effective Date. EQ by Equiniti (“EQ”), the Company’s transfer agent, acted as the exchange agent for the Reverse Stock Split, and provided instructions to stockholders of record regarding the process for exchanging shares. EQ issued all of the post-Reverse Stock Split shares through its paperless Direct Registration System (“DRS”). Treasury Stock On November 14, 2016, our Board authorized a share repurchase program under which we may repurchase up to 2,500 shares of our outstanding 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. Since the inception of the November 14, 2016 authorization, we have repurchased 780 shares of common stock for $0.3 million and, as of December 31, 2020, we had authorization to repurchase 1,720 additional shares. During the year ended December 31, 2020, the Company did not purchase any treasury shares. During the year ended 2019, the Company purchased 450 treasure shares for $28,434. The treasury stock held as of December 31, 2020 was acquired at an average price of $8,496.47 per share. The following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2018 2,402 Purchases 450 Forfeitures and other 75 Balance as of December 31, 2019 2,927 Purchases — Forfeitures and other — Balance as of December 31, 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 loss, net of tax 20.6 Balance as of December 31, 2020 $ — Details of amounts reclassified from Accumulated other comprehensive loss and the line item in our Consolidated Statement of Operations for the year ended December 31, 2020 are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Loss is Presented (In millions) Reclassification of pension liability, net of taxes 20.6 Other Income (Expense) Total reclassifications for the period $ 20.6 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). Non-Controlling Interest On October 1, 2019, the Company sold to Orix PTP Holdings, LLC (“Orix”), for $17,562,700, 20.1% of the outstanding stock of Adara, until then a Company wholly owned subsidiary, together with two promissory notes of Adara to the Company in total principal amount of $13,000,000 (the “Orix Transaction”). Adara issued the notes in consideration for the assignment by the Company to Adara of the right to receive payments from IMN Capital described above and transfer by the Company to Adara of some of Company’s SportBLX shares. In connection with the transaction, Adara’s Board of Directors was expanded to five directors, including one director designated by Orix. In addition, GlassBridge, Orix, and Adara entered into a Stockholders’ Agreement pursuant to which Orix may, among other things, during the three months beginning April 1, 2021, sell back its Adara stock to GlassBridge, at book value, and, during the term of the Stockholders Agreement, has the right to purchase all or a portion of GlassBridge’s Adara shares, at book value plus 20%, subject to GlassBridge’s right to respond to the notice by purchasing all of Orix’s Adara shares at that price. The Company repurchased the Adara shares, and these arrangements terminated, in connection with the July 21, 2020 transactions described in Note 8. 382 Rights Agreement On August 6, 2015, the Board of Directors adopted a rights plan intended to avoid an “ownership change” within the meaning of Section 382 of the Code, and thereby preserve the current ability of the Company to utilize certain net operating loss carryforwards and other tax benefits of the Company and its subsidiaries (the “Tax Benefits”). If the Company experiences an “ownership change,” as defined in Section 382 of Code, the Company’s ability to fully utilize the Tax Benefits on an annual basis will be substantially limited, and the timing of the usage of the Tax Benefits and such other benefits could be substantially delayed, which could therefore significantly impair the value of those assets. The rights plan is intended to act as a deterrent to any person or group acquiring “beneficial ownership” of 4.9% or more of the Company’s outstanding shares of common stock, without the approval of the Board. The description and terms of the Rights (as defined below) applicable to the rights plan are set forth in the 382 Rights Agreement, dated as of August 7, 2015 (the “Rights Agreement”), by and between the Company and Wells Fargo Bank, N.A., as Rights Agent. As part of the Rights Agreement, the Board authorized and declared a dividend distribution of one right (a Right) for each outstanding share of the Company’s common stock, to stockholders of record at the close of business on September 10, 2015. Each Right entitles the holder to purchase from the Company a unit consisting of one one-hundredth of a share (a “Unit”) of Series A Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a purchase price of $15.00 per Unit, subject to adjustment (the “Purchase Price”). Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right to vote or to receive dividends in respect of Rights. Under the Rights Agreement, an Acquiring Person is any person or group of affiliated or associated persons (a “Person”) who is or becomes the beneficial owner of 4.9% or more of the outstanding shares of the Company’s common stock other than as a result of repurchases of stock by the Company, dividends or distribution by the Company, stock issued under certain benefit plans or certain inadvertent actions by stockholders. For purposes of calculating percentage ownership under the Rights Agreement, outstanding shares of the Company’s common stock include all of the shares of common stock actually issued and outstanding. Beneficial ownership is determined as provided in the Rights Agreement and generally includes, without limitation, any ownership of securities a Person would be deemed to actually or constructively own for purposes of Section 382 of the Code or the Treasury Regulations promulgated thereunder. The Rights Agreement provides that the following shall not be deemed an Acquiring Person for purposes of the Rights Agreement: (i) the Company or any subsidiary of the Company and any employee benefit plan of the Company, or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (ii) any Person that, as of August 7, 2015, is the beneficial owner of 4.9% or more of the shares of Common Stock outstanding (such Person, an “Existing Holder”) unless and until such Existing Holder acquires beneficial ownership of additional shares of common stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of common stock or pursuant to a split or subdivision of the outstanding shares of common stock) in an amount in excess of 0.5% of the outstanding shares of common stock. The Rights Agreement provides that a Person shall not become an Acquiring Person for purpose of the Rights Agreement in a transaction that the Board determines is exempt from the Rights Agreement, which determination shall be made in the sole and absolute discretion of the Board, upon request by any Person prior to the date upon which such Person would otherwise become an Acquiring Person, including, without limitation, if the Board determines that (i) neither the beneficial ownership of shares of common stock by such Person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability to the Company of the Tax Benefits or (ii) such transaction is otherwise in the best interests of the Company. Initially, the Rights will not be exercisable and will be attached to all common stock representing shares then outstanding, and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the common stock and become exercisable and a distribution date (a “Distribution Date”) will occur upon the earlier of (i) 10 business days (or such later date as the Board shall determine) following a public announcement that a Person has become an Acquiring Person or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer, exchange offer or other transaction that, upon consummation thereof, would result in a Person becoming an Acquiring Person. Until the Distribution Date, common stock held in book-entry form, or in the case of certificated shares, common stock certificates, will evidence the Rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights may be transferred on the books and records of the Rights Agent as provided in the Rights Agreement. If on or after the Distribution Date, a Person is or becomes an Acquiring Person, each holder of a Right, other than certain Rights including those beneficially owned by the Acquiring Person (which will have become void), will have the right to receive upon exercise common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price. In the event that, at any time following the first date of a public announcement that a Person has become an Acquiring Person or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person (any such date, the Stock Acquisition Date), (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the common stock of the Company is changed or exchanged or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price. At any time following the Stock Acquisition Date and prior to an Acquiring Person obtaining shares that would lead to a more than 50% change in the outstanding common stock, the Board may exchange the Rights (other than Rights owned by such Person which have become void), in whole or in part, for common stock or Preferred Stock at an exchange ratio of one share of common stock, or one one-hundredth of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right, subject to adjustment. The Rights and the Rights Agreement will expire on the earliest of (i) 5:00 P.M. New York City time on August 7, 2021, which was extended by stockholder approval on June 18, 2018, pursuant to a Resolution of the Board of Directors at its Meeting on April 13, 2018, (ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement, (iii) the date on which the Board determines that the Rights Agreement is no longer necessary for the preservation of material valuable Tax Benefits or is no longer in the best interest of the Company and its stockholders, (iv) the beginning of a taxable year to which the Board determines that no Tax Benefits may be carried forward and (v) the first anniversary of the adoption of the Agreement if stockholder approval has not been received by or on such date. At any time until the earlier of the Distribution Date or the expiration date of the Rights, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price. |
Business Segment Information an
Business Segment Information and Geographic Data | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information and Geographic Data | Note 14 — Business Segment Information and Geographic Data The Legacy Businesses and Nexsan Business are presented in our Consolidated Statements of Operations as discontinued operations and are not included in segment results for all periods presented. See Note 5 - Discontinued Operations As of December 31, 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 which are not allocated to the business segments in management’s evaluation of segment performance such as litigation settlement expense, corporate expense and other expenses. Years Ended December 31, 2020 2019 (In millions) Operating income (loss) from continuing operations Asset management business $ (5.2 ) $ 0.1 Sports technology platform (44.0 ) (0.2 ) Total segment operating loss (49.2 ) (0.1 ) Corporate and unallocated (1.5 ) (3.2 ) Restructuring and other — (0.1 ) Total operating loss (50.7 ) (3.4 ) Interest expense (2.6 ) (0.3 ) Realized losses on investments (1.9 ) — Defined benefit plan adjustment (8.5 ) — Other income (expense), net 0.1 15.1 Income (loss) from continuing operations before income taxes $ (63.6 ) $ 11.4 December 31, December 31, 2020 2019 (In millions) Assets Asset management business $ 15.8 $ 16.8 Sports technology platform 8.4 50.8 Total segment assets 24.2 67.6 Corporate and unallocated 1.2 8.8 Total consolidated assets $ 25.4 $ 76.4 |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Note 15 — Litigation, Commitments and Contingencies Indemnification Obligations In the normal course of business, we periodically enter into agreements that incorporate general indemnification language. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a supportable third-party claim. There have historically been no material losses related to such indemnifications. As of December 31, 2020, and 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 liabilities arising from a wide range of federal, state and local environmental laws. For example, from time to time we have received correspondence from 3M notifying us that we may have a duty to defend and indemnify 3M with respect to certain environmental claims such as remediation costs. Environmental remediation costs are accrued when a probable liability has been determined and the amount of such liability has been reasonably estimated. These accruals are reviewed periodically as remediation and investigatory activities proceed and are adjusted accordingly. We did not have any environmental accruals as of December 31, 2020. Compliance with environmental regulations has not had a material adverse effect on our financial results. Operating Leases The Company does not have any long-term lease obligations as of December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 - 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 December 31, 2020, the Company paid Clinton $2,400,000 under the Amended Services Agreement and the Management Service Agreement, recorded $312,500 and $1,170,833 within “Selling, general and administrative” in our Consolidated Statements of Operations for the twelve months ended December 31, 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 31.1% 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 obligation 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 S-BLX 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 December 31, 2020, SportBLX invoiced approximately $500,000 in fees to S-BLX Securities under the Securities Subscription which was recorded as revenue and had been collected as of December 31, 2020. 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 December 31, 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 December 31, 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 December 31, 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 GEH Sport LLC, wholly owned by Mr. 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 to S-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, S-BLX Securities will pay the Company at a rate of $15,000 each month. As of December 31, 2020, the Company has not provided any significant services or billed S-BLX Securities under the agreement and does not have any related outstanding receivables. On December 30, 2020, SportBLX paid $40,000 to Mr. Hall for the temporary use of office space during the Covid-19 pandemic. As of December 31 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 Consolidated Financial Statements. The compensation for the Board of Directors of GlassBridge for their board services totaled $655,000 and $232,905 for the years Ended December 31, 2020 and 2019, respectively. The non-wage compensation for the officers of GlassBridge for their services totaled $505,000 for the year ended December 31, 2019. There was no non-wage compensation for the officers of GlassBridge for their services for the Year Ended December 31, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events In January 2021, Adara received notice from ESW that Adara had defaulted on its obligation to pay at maturity $11,000,000 in principal and all other amounts due to ESW under the ESW Loan Agreement. Pursuant to the Loan Agreement, AEC gave to ESW a security interest in all of AEC’s assets, and GlassBridge pledged to ESW all of GlassBridge’s AEC stock and 30% of GlassBridge’s SportBLX stock. The Loan Agreement provides that, upon AEC’s default, AEC may elect to cooperate with ESW to effect a prearranged reorganization of AEC in bankruptcy, pursuant to which ESW acquires from GlassBridge all equity in AEC and certain of its assets, most notably property and equipment consisting of quantitative trading software, as well as deferred tax assets resulting from net operating losses, which amount would be used to satisfy the claims of all valid creditors and certain administrative expenses associated with the bankruptcy case, with all residual funds to be paid to GlassBridge. On April 22, 2021, AEC filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware. AEC’s prepackaged chapter 11 plan of reorganization was confirmed at a hearing on June 9, 2021 and became effective on June 15, 2021 (the “Effective Date”). Upon the occurrence of the Effective Date, ESW paid $8.5 million in consideration, less $325,000 that ESW had previously funded in the form of a postpetition debtor-in-possession loan to AEC to fund the costs of administration associated with AEC’s bankruptcy case. Also on the Effective Date, 50% of the equity in reorganized AEC was issued to ESW, and the other 50% of the equity in reorganized AEC was issued to ESW’s affiliate, ESW Capital LLC. Finally, on the Effective Date, GlassBridge received a release of its guaranty obligations to ESW as well as a license to use AEC’s quantitative trading software in connection with the sports industry. The license is world-wide, non-exclusive, transferable, assignable, perpetual, irrevocable, fully-paid, royalty-free and sublicensable, subject to certain limitations and conditions. On May 20, 2021, the Company received notice from OTCMarkets that, because we had not yet filed Form 10-K for 2020, quotation of the Company’s shares would be moved from the OTCQB market to Pink at market open on May 21, 2021. Upon the filing of this Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, the Company will seek to restore quotation of the Company’s shares to the OTCQB market. On June 30, 2021, the Company received notice that the $0.4 million Bank Loan from Signature Bank pursuant to the Paycheck Protection Program was forgiven in full. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates. |
Foreign Currency | Foreign Currency. |
Cash Equivalents | Cash Equivalents. |
Restricted Cash | Restricted Cash. |
Investments | Investments. |
Fair Value Measurements | Fair Value Measurements. |
Trade Accounts Receivable and Allowances | Trade Accounts Receivable and Allowances. |
Intangible Assets | Intangible Assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Restructuring | Restructuring. |
Revenue Recognition | Revenue Recognition. |
Income Taxes | Income Taxes. We record income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We measure deferred tax assets and liabilities using the enacted statutory tax rates that are expected to apply in the years in which the temporary differences are expected to be recovered or paid. We regularly assess the likelihood that our deferred tax assets will be recovered in the future. In accordance with accounting rules, a valuation allowance is recorded to the extent we conclude a deferred tax asset is not considered to be more-likely-than-not to be realized. We consider all positive and negative evidence related to the realization of the deferred tax assets in assessing the need for a valuation allowance. If we determine it is more-likely-than-not that we will not realize all or part of our deferred tax assets, an adjustment to the deferred tax asset will be charged to earnings in the period such determination is made. Our income tax returns are subject to review by various taxing authorities. As such, we record accruals for items that we believe may be challenged by these taxing authorities. The threshold for recognizing the benefit of a tax return position in the financial statements is that the position must be more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50 percent likely to be realized. |
Treasury Stock | Treasury Stock. |
Stock-Based Compensation | Stock-Based Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the valuation model are supported primarily by historical indicators and current market conditions. Expected volatilities are based on historical volatility of our stock and are calculated using the historical weekly close rate for a period of time equal to the expected term. The risk-free rate for the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. We use historical data and management judgment to estimate option exercise and employee termination activity within the valuation model. The expected term of stock options granted is based on historical data and represents the period of time that stock options granted are expected to be outstanding. It is calculated on an aggregated basis and estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients’ behavior. In determining the expected term, we consider the vesting period of the awards, the contractual term of the awards, historical average holding periods, stock price history, impacts from recent restructuring initiatives and the relative weight for each of these factors. The dividend yield, if applicable, is based on the latest dividend payments made on or announced by the date of the grant. Forfeitures are estimated based on historical experience and current demographics. See Note 10 - Stock-Based Compensation |
Income (Loss) Per Common Share | Income (Loss) per Common Share. Diluted income (loss) per common share is computed on the basis of the weighted average basic shares outstanding plus the dilutive effect of our stock-based compensation plans using the “treasury stock” method. Since the exercise price of our stock options is greater than the average market price of the Company’s common stock for the period, we did not include dilutive common equivalent shares for these instruments in the computation of diluted income (loss) per common share because the effect would be anti-dilutive. See Note 3 - Income (Loss) per Common Share |
New Accounting Pronouncements | 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 | 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. The Company adopted this ASU in the first quarter of 2020. As this ASU relates only to disclosures, there was no impact to the Company’s consolidated results of operations or financial condition. In August 2018, the FASB issued ASU No. 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans, which makes minor changes to the disclosure requirements related to defined benefit pension and other postretirement plans. The ASU requires a retrospective transition approach. For the Company, the ASU is effective as of January 1, 2021. As this ASU relates only to disclosures, there will be no impact to the Company’s consolidated results of operations and financial condition. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Weighted Average Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of the weighted average basic and diluted income (loss) per share: Years Ended December 31, 2020 2019 (In millions, except per share amounts) Numerator: Income (loss) from continuing operations $ (63.6 ) $ 11.4 Less: loss attributable to noncontrolling interest (1.3 ) — Net income (loss) from continuing operations attributable to GlassBridge Enterprises, Inc. (62.3 ) 11.4 Income from discontinued operations, net of income taxes — 11.7 Net income $ (62.3 ) $ 23.1 Denominator: Weighted average number of diluted shares outstanding during the period - basic and diluted (in thousands) 25.2 25.5 Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted: Continuing operations $ (2,472.77 ) $ 330.15 Discontinued operations — 461.45 Net income $ (2,472.77 ) $ 791.60 Anti-dilutive shares excluded from calculation — — |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Combination | The aggregate consideration paid by the Company in the business combination is $21,313,378.72. Date Description Shares Acquired Per Share Price Consideration January 4, 2019 SportBLX Purchase Agreement 10,526 $ 95.0029 $ 1,000,000 September 16, 2019 SportBLX Purchase Agreement 679 263.4074 178,854 October 18, 2019 SportBLX Purchase Agreement 2,314 263.4074 609,525 13,519 1,788,379 December 12, 2019 De Perio Agreement 17,076 355.0000 6,061,980 December 12, 2019 Hall Agreement 37,924 355.0000 13,463,020 55,000 19,525,000 Total shares and consideration 68,519 $ 21,313,379 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 3,365 Sundry receivable 14,772 Investment – Race Horses 220,000 Investment – BLX Trading Corp 4,600 TANGIBLE ASSETS ACQUIRED 242,737 Accounts payable $ 712,160 Accrued expenses 50,000 Accrued interest payable 27,796 Note payable 2,000,000 LIABILITIES ASSUMED 2,789,956 NET LIABILITIES ASSUMED (2,547,219 ) Goodwill 50,552,094 INTANGIBLE ASSETS ACQUIRED 50,552,094 Consideration 21,313,379 Unrealized gain 3,010,866 Total GlassBridge Enterprises, Inc. interest 24,324,245 Noncontrolling interests 23,680,630 $ 48,004,875 |
Schedule of Business Combination Per Forma Information | The following table provides unaudited pro forma information for the periods presented as if the SportBLX acquisition had occurred January 1, 2019: Year ended December 31, 2019 (in millions) Revenues $ (0.1 ) Loss from continuing operations $ (10.6 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 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: For the Years Ended December 31, 2020 2019 (In millions) Other income $ — $ 1.3 Income from discontinued operations, before income taxes — 1.3 Gain on sale of discontinued businesses, before income taxes — 9.4 Income tax benefit — 1.0 Income from discontinued businesses, net of income taxes $ — $ 11.7 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities (included as a separate line item in our Consolidated Balance Sheets) include the following: December 31, 2020 2019 (In millions) Accrued payroll $ 0.5 $ 0.1 Other current liabilities 1.3 1.4 Total other current liabilities $ 1.8 $ 1.5 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill: SportBLX (in millions) Balance as of December 31, 2018 $ — Acquisition 50.6 Balance as of December 31, 2019 50.6 Impairment charges 42.3 Balance as of December 31, 2020 $ 8.3 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Notes Payable | Debt and notes payable consists of the following: Years Ended December 31, 2020 2019 (In millions) Pension liability $ — $ 13.5 Stock purchase agreement notes payable (see Note 16 – Related Party Transactions 17.6 17.6 Orix notes payable — 13.0 ESW note payable 11.0 — Deferred financing costs — (2.7 ) Bank loan 0.4 — Other related parties notes payable 0.2 — Other liabilities 0.2 0.2 Total long term debt 29.4 41.6 |
Schedule of Long-term Debt Maturities | Scheduled maturities of the Company’s long-term debt, as they exist as of December 31, 2020, in each of the next five fiscal years and thereafter are as follows: Fiscal years ending in (in millions) 2021 $ 11.2 2022 18.2 2023 — 2024 — 2025 — 2026 and thereafter — Total 29.4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation for Continuing Operations | Stock compensation consisted of the following: Years Ended December 31, 2020 2019 (In millions) Stock compensation expense $ — $ — |
Summary of Stock Option Activity | The following table summarizes our stock option activity: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding December 31, 2018 113 $ 16,734.00 0.2 Forfeited (113 ) 16,734.00 Granted 1,360 106.00 Outstanding December 31, 2019 1,360 $ 106.00 9.7 Granted — — Outstanding December 31, 2020 1,360 $ 106.00 8.7 Exercisable as of December 31, 2020 873 $ 106.00 8.7 |
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 150 $ 1,406.00 Vested (75 ) 1,406.00 Forfeited (75 ) 1,406.00 Nonvested as of December 31, 2019 — $ — Nonvested as of December 31, 2020 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from Continuing Operations Before Income Taxes | The components of income (loss) from continuing operations before income taxes were as follows: Years Ended December 31, 2020 2019 (In millions) U.S. $ (63.6 ) $ 11.4 International — — Total $ (63.6 ) $ 11.4 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax (provision) benefit from continuing operations were as follows: Years Ended December 31, 2020 2019 (In millions) Current Federal $ — $ — International — — Deferred International — — Total $ — $ — |
Schedule of Income Tax Rate Reconciliation | The income tax provision from continuing operations differs from the amount computed by applying the statutory United States income tax rate (21 percent) because of the following items: Years Ended December 31, 2020 2019 (In millions) Tax at statutory U.S. tax rate $ (13.3 ) $ 2.4 State income taxes, net of federal benefit (2.5 ) 0.5 Valuation allowances (4.5 ) (28.6 ) Goodwill impairment 10.6 — Pension and debt forgiveness 9.7 — Tax on unremitted earnings of foreign subsidiaries — (0.4 ) Stock-based compensation — 0.3 Net effect of subsidiary sale — 25.0 Reclassification to discontinued operations and other — 0.8 Income tax (provision) benefit $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets and liabilities were as follows: As of December 31, 2020 2019 (In millions) Tax credit carryforwards 20.3 21.4 Net operating loss carryforwards 134.2 144.1 Accrued liabilities and other reserves 0.1 — Pension — 3.4 Capital losses 33.1 26.9 Other, net 44.2 40.6 Total deferred tax assets 231.9 236.4 Valuation allowance (231.9 ) (236.4 ) Net deferred tax assets — — Unremitted earnings of foreign subsidiaries 0.2 (0.2 ) Total deferred tax liabilities 0.2 (0.2 ) Valuation allowance — — Total deferred tax liabilities (0.2 ) (0.2 ) Net deferred tax liabilities $ (0.2 ) $ (0.2 ) |
Schedule of Components of Deferred Tax Balances | The table below shows the components of our deferred tax balances as they are recorded on our Consolidated Balance Sheets: As of December 31 2020 2019 (In millions) Deferred tax liability - non-current (0.2 ) (0.2 ) Total $ (0.2 ) $ (0.2 ) |
Schedule of Unrecognized Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2020 2019 (In Millions) Beginning Balance $ 0.2 $ 0.6 Additions: Additions for tax positions of current years — — Additions for tax positions of prior years — — Reductions: Reductions for tax positions of prior years — (0.4 ) Settlements with taxing authorities — — Reductions due to lapse of statute of limitations — — Total 0.2 0.2 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Treasury Stock | The following is a summary of treasury share activity: Treasury Shares Balance as of December 31, 2018 2,402 Purchases 450 Forfeitures and other 75 Balance as of December 31, 2019 2,927 Purchases — Forfeitures and other — Balance as of December 31, 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 loss, net of tax 20.6 Balance as of December 31, 2020 $ — |
Schedule of Reclassification Out of Accumulated Other Comprehensive Loss | Details of amounts reclassified from Accumulated other comprehensive loss and the line item in our Consolidated Statement of Operations for the year ended December 31, 2020 are as follows: Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Loss is Presented (In millions) Reclassification of pension liability, net of taxes 20.6 Other Income (Expense) Total reclassifications for the period $ 20.6 |
Business Segment Information _2
Business Segment Information and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment | (In millions) Operating income (loss) from continuing operations Asset management business $ (5.2 ) $ 0.1 Sports technology platform (44.0 ) (0.2 ) Total segment operating loss (49.2 ) (0.1 ) Corporate and unallocated (1.5 ) (3.2 ) Restructuring and other — (0.1 ) Total operating loss (50.7 ) (3.4 ) Interest expense (2.6 ) (0.3 ) Realized losses on investments (1.9 ) — Defined benefit plan adjustment (8.5 ) — Other income (expense), net 0.1 15.1 Income (loss) from continuing operations before income taxes $ (63.6 ) $ 11.4 December 31, December 31, 2020 2019 (In millions) Assets Asset management business $ 15.8 $ 16.8 Sports technology platform 8.4 50.8 Total segment assets 24.2 67.6 Corporate and unallocated 1.2 8.8 Total consolidated assets $ 25.4 $ 76.4 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details Narrative) - USD ($) | Jun. 15, 2021 | Apr. 22, 2021 | Oct. 02, 2020 | Jul. 21, 2020 | Oct. 02, 2019 | Aug. 20, 2019 | Mar. 31, 2019 | Jan. 31, 2021 | Mar. 31, 2020 | Jan. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 12, 2019 |
Related Party Transaction [Line Items] | |||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Reverse stock split | Reverse split of our common stock at a ratio of 1:200 (the "Reverse Stock Split") | ||||||||||||
Sport-BLX, Inc. [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of voting interests acquire | 50.70% | ||||||||||||
Orix PTP Holdings, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 17,600,000 | ||||||||||||
Percentage of outstanding stock | 20.10% | ||||||||||||
Debt instrument, maturity date | Sep. 18, 2021 | ||||||||||||
Sale of stock, total consideration | $ 17,562,700 | ||||||||||||
Orix PTP Holdings, LLC [Member] | Two Promissory Notes [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face amount | $ 13,000,000 | $ 13,000,000 | |||||||||||
Adara Enterprises Corp [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of stock, total consideration | $ 8,500,000 | ||||||||||||
IMN Capital Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Purchase price of agreement description | $277,900 payable upon the execution of the IMN Capital Agreement | ||||||||||||
Percentage of net proceeds from subsidiary litigation | 75.00% | ||||||||||||
Non-cash gain on sale of subsidiaries | $ 10,000,000 | ||||||||||||
ESW Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face amount | $ 11,000,000 | ||||||||||||
Sale of stock, total consideration | $ 8,500,000 | $ 8,500,000 | |||||||||||
Equity percentage | 50.00% | 50.00% | |||||||||||
ESW Loan Agreement [Member] | Adara Enterprises Corp [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face amount | $ 11,000,000 | ||||||||||||
Debt instrument, maturity date | Jan. 20, 2021 | ||||||||||||
ESW Loan Agreement [Member] | Adara Enterprises Corp [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face amount | $ 11,000,000 | ||||||||||||
Sale of stock, total consideration | $ 325,000 | ||||||||||||
ESW Loan Agreement [Member] | ESW Capital LLC [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity percentage | 50.00% | 50.00% | |||||||||||
SportBLX Purchase Agreement [Member] | ESW Holdings [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of outstanding stock | 30.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Restricted cash included in other current assets | $ 500 | $ 0 |
Restricted cash | $ 500 |
Income (Loss) Per Common Shar_2
Income (Loss) Per Common Share - Computation of Weighted Average Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Income (loss) from continuing operations | $ (63,600) | $ 11,400 |
Less: loss attributable to noncontrolling interest | (1,300) | |
Net income (loss) from continuing operations attributable to GlassBridge Enterprises, Inc. | (62,300) | 11,400 |
Income from discontinued operations, net of income taxes | 11,700 | |
Net income | $ (63,600) | $ 23,100 |
Weighted average number of diluted shares outstanding during the period - basic and diluted | 25,200 | 25,500 |
Continuing operations | $ (2,472.77) | $ 330.15 |
Discontinued operations | 461.45 | |
Net income | $ (2,472.77) | $ 791.60 |
Anti-dilutive shares excluded from calculation |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Dec. 12, 2019 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business combination consideration | $ 21,313,379 | $ 21,313,379 | ||
Goodwill impairment | $ 42,300,000 | |||
Joseph A. De Perio [Member] | ||||
Purchase of common stock | 17,076 | |||
Purchase of common stock, value | $ 6,061,980 | |||
Ownership percentage | 2.47% | |||
George E. Hall [Member] | ||||
Purchase of common stock | 37,924 | |||
Purchase of common stock, value | $ 13,463,020 | |||
Ownership percentage | 31.10% | |||
Sport-BLX, Inc. [Member] | ||||
Acquired a controlling interest | 50.70% | |||
Sport-BLX, Inc. [Member] | ||||
Purchase of common stock | 55,000 | |||
Purchase of common stock, value | $ 19,500,000 | |||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 1 [Member] | ||||
Business acquisition goodwill | 50,552,094 | |||
Attributable to goodwill | $ 50,600,000 | |||
Stock Purchase Agreement [Member] | Three Common Stock [Member] | Sport-BLX, Inc. [Member] | ||||
Purchase of common stock | 13,519 | |||
Purchase of common stock, value | $ 1,788,379 |
Business Combination - Schedul
Business Combination - Schedule of Business Combination (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares Acquired | 68,519 | |
Consideration | $ 21,313,379 | $ 21,313,379 |
SportBLX Purchase Agreement One [Member] | Sport-BLX, Inc. [Member] | ||
Date | Jan. 4, 2019 | |
Description | SportBLX Purchase Agreement | |
Shares Acquired | 10,526 | |
Per Share Price | $ 95.0029 | |
Consideration | $ 1,000,000 | |
SportBLX Purchase Agreement Two [Member] | Sport-BLX, Inc. [Member] | ||
Date | Sep. 16, 2019 | |
Description | SportBLX Purchase Agreement | |
Shares Acquired | 679 | |
Per Share Price | $ 263.4074 | |
Consideration | $ 178,854 | |
SportBLX Purchase Agreement Three [Member] | Sport-BLX, Inc. [Member] | ||
Date | Oct. 18, 2019 | |
Description | SportBLX Purchase Agreement | |
Shares Acquired | 2,314 | |
Per Share Price | $ 263.4074 | |
Consideration | $ 609,525 | |
SportBLX Purchase Agreement [Member] | Sport-BLX, Inc. [Member] | ||
Shares Acquired | 13,519 | |
Consideration | $ 1,788,379 | |
De Perio Agreement [Member] | Joseph A. De Perio [Member] | ||
Date | Dec. 12, 2019 | |
Description | De Perio Agreement | |
Shares Acquired | 17,076 | |
Per Share Price | $ 355 | |
Consideration | $ 6,061,980 | |
Hall Agreement [Member] | George E. Hall [Member] | ||
Date | Dec. 12, 2019 | |
Description | Hall Agreement | |
Shares Acquired | 37,924 | |
Per Share Price | $ 355 | |
Consideration | $ 13,463,020 | |
De Perio and Hall Agreement [Member] | Joseph A. De Perio and George E. Hall [Member] | ||
Shares Acquired | 55,000 | |
Consideration | $ 19,525,000 |
Business Combination - Sched_2
Business Combination - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 3,365 | ||
Sundry receivable | 14,772 | ||
TANGIBLE ASSETS ACQUIRED | 242,737 | ||
Accounts payable | 712,160 | ||
Accrued expenses | 50,000 | ||
Accrued interest payable | 27,796 | ||
Note payable | 2,000,000 | ||
LIABILITIES ASSUMED | 2,789,956 | ||
NET LIABILITIES ASSUMED | (2,547,219) | ||
Goodwill | 8,300,000 | $ 50,600,000 | |
INTANGIBLE ASSETS ACQUIRED | 50,552,094 | ||
Consideration | 21,313,379 | ||
Unrealized gain | 3,010,866 | ||
Total GlassBridge Enterprises, Inc. interest | 24,324,245 | ||
Noncontrolling interests | 23,680,630 | ||
Assets acquired and liabilities assumed, net | 48,004,875 | ||
Race Horses [Member] | |||
Investment | 220,000 | ||
BLX Trading Corp [Member] | |||
Investment | $ 4,600 |
Business Combination - Schedule
Business Combination - Schedule of Business Combination Per Forma Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Revenues | $ (100) |
Loss from continuing operations | $ (10,600) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 16, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income from discontinued operations | $ 11,700,000 | |||
Income tax benefit | $ 0 | $ 1,000,000 | ||
IMN Capital Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase price of agreement description | $277,900 payable upon the execution of the IMN Capital Agreement | |||
Percentage of net proceeds from subsidiary litigation | 75.00% | |||
Non-cash gain on sale of subsidiaries | $ 10,000,000 | |||
Nexsan Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrowed funds net of claims | $ 610,760,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Key Components of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income tax benefit | $ 0 | $ 1,000 |
Income from discontinued businesses, net of income taxes | 11,700 | |
Discontinued Operations [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Other income | 1,300 | |
Income from discontinued operations, before income taxes | 1,300 | |
Gain on sale of discontinued businesses, before income taxes | 9,400 | |
Income tax benefit | 100 | |
Income from discontinued businesses, net of income taxes | $ 11,700 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Other current assets | $ 1,100 | $ 1,000 | $ 1,100 | |
Restricted cash | $ 500 | |||
Prepaid professional fees to related party | 1,700 | 1,700 | ||
Tax redune to be received | 500 | 500 | ||
Funds to related party | 600 | 600 | ||
Property and equipment useful life | 3 years | |||
Property and equipment, net | $ 1,500 | |||
Purchased cost | 1,700 | |||
Accumulated depreciation | 200 | |||
Distributions | 2,000 | |||
Unrealized gains | 12,100 | |||
Other assets | 400 | |||
Other assets and other investments | 2,400 | 400 | 2,400 | |
Investments | 14,800 | 12,800 | 14,800 | |
Accrued interst expense | 1,200 | |||
Interest expenses to related party | 100 | |||
Accrued professional services fees | 700 | 700 | ||
Fees related to insurance professional services | 400 | |||
Notes payable | 10,300 | 10,300 | ||
Bank Loan [Member] | ||||
Notes payable | 400 | |||
George E. Hall [Member] | Stock Purchase Agreement Notes Payable [Member] | ||||
Notes payable | 12,100 | |||
ESW Holdings [Member] | ||||
Notes payable | 11,000 | |||
Joseph A. De Perio [Member] | Stock Purchase Agreement Notes Payable [Member] | ||||
Notes payable | 5,500 | 5,500 | ||
Minimum [Member] | ||||
Minimum tax refund | 500 | 500 | ||
Other Liabilities [Member] | ||||
Pension liabilities | 13,500 | 13,500 | ||
Arrive LLC [Member] | ||||
Investments | 12,800 | 14,800 | ||
Mobius Fund SCA SICAV-RAIF [Member] | Other Assets [Member] | ||||
Investments | 900 | |||
Unrealized gains | $ 1,400 | |||
Other assets and other investments | 2,400 | 2,400 | ||
Investments | $ 500 | |||
Adara Enterprises Corp [Member] | Securities Purchase Agreement [Member] | ||||
Notes payable | $ 13,000 | $ 13,000 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll | $ 500 | $ 100 |
Other current liabilities | 1,300 | 1,400 |
Total other current liabilities | $ 1,800 | $ 1,500 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 8,300 | $ 50,600 | |
Goodwill impairment | $ 42,300 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance | $ 50,600,000 | |
Acquisition | 50,600,000 | |
Impairment charges | 42,300,000 | |
Balance | $ 8,300,000 | $ 50,600,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jun. 15, 2021 | Apr. 22, 2021 | Oct. 02, 2020 | Jul. 21, 2020 | Jul. 21, 2020 | Jun. 30, 2020 | May 05, 2020 | Jan. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 30, 2021 | Jan. 20, 2021 | Jul. 31, 2020 | Jun. 05, 2020 |
Repayment of note payable | $ 16,000,000 | $ 10,200,000 | |||||||||||||
Cash and cash equivalents | 1,300,000 | 5,500,000 | |||||||||||||
Assets | 25,400,000 | 76,400,000 | |||||||||||||
Loan aggregate amount | 400,000 | ||||||||||||||
Demand Note 6 [Member] | Sport-BLX Securities, Inc [Member] | |||||||||||||||
Debt interest bear percentage | 8.00% | ||||||||||||||
Debt maturity date | Jul. 1, 2021 | ||||||||||||||
Debt instrument face amount | $ 213,793 | $ 213,793 | |||||||||||||
Orix PTP Holdings, LLC [Member] | |||||||||||||||
Debt interest bear percentage | 5.00% | ||||||||||||||
Debt maturity date | Sep. 18, 2021 | ||||||||||||||
Notes payable | $ 16,000,000 | ||||||||||||||
Sale of stock, total consideration | $ 17,562,700 | ||||||||||||||
Prior Orix PTP Holdings, LLC [Member] | |||||||||||||||
Debt interest bear percentage | 7.50% | 7.50% | |||||||||||||
Adara Enterprises Corp [Member] | Subsequent Event [Member] | |||||||||||||||
Sale of stock, total consideration | $ 8,500,000 | ||||||||||||||
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 | ||||||||||||||
Lender [Member] | Paycheck Protection Program [Member] | |||||||||||||||
Debt interest bear percentage | 1.00% | ||||||||||||||
Debt maturity date | Mar. 27, 2020 | ||||||||||||||
Loan aggregate amount | $ 374,065 | ||||||||||||||
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 | $ 20,000 | ||||||||||||||
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] | |||||||||||||||
Accrued interest rate | $ 171,112 | $ 171,112 | |||||||||||||
Notes payable | 13,000,000 | 13,000,000 | |||||||||||||
Repayment of note payable | 16,000 | ||||||||||||||
Accrued interest | 171,112 | ||||||||||||||
Loan Security Agreement [Member] | ESW Holdings [Member] | |||||||||||||||
Accrued interest rate | $ 1,100,000 | ||||||||||||||
Sales of stock transaction | $ 11,000,000 | ||||||||||||||
Cash and cash equivalents | 500,000 | ||||||||||||||
Insolvency obligations | 100,000 | ||||||||||||||
Incurring judgments settlements | 100,000 | ||||||||||||||
Assets | $ 8,500,000 | ||||||||||||||
Subscription Agreement [Member] | ESW Holdings [Member] | |||||||||||||||
Stock outstanding | 30.00% | ||||||||||||||
Purchased shares | 100 | ||||||||||||||
Purchase price | $ 25,000 | ||||||||||||||
Preferred Stock liquidation preference | $ 1,500 | ||||||||||||||
Subscription Agreement [Member] | Mr. De Perio [Member] | |||||||||||||||
Equity percentage | 28.10% | ||||||||||||||
ESW Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Stock outstanding | 30.00% | ||||||||||||||
Sale of stock, total consideration | $ 8,500,000 | $ 8,500,000 | |||||||||||||
Equity percentage | 50.00% | 50.00% | |||||||||||||
Debt instrument face amount | $ 11,000,000 | ||||||||||||||
ESW Loan Agreement [Member] | Adara Enterprises Corp [Member] | |||||||||||||||
Debt maturity date | Jan. 20, 2021 | ||||||||||||||
Debt instrument face amount | $ 11,000,000 | $ 11,000,000 | |||||||||||||
ESW Loan Agreement [Member] | Adara Enterprises Corp [Member] | Subsequent Event [Member] | |||||||||||||||
Sale of stock, total consideration | $ 325,000 | ||||||||||||||
Debt instrument face amount | $ 11,000,000 | ||||||||||||||
ESW Loan Agreement [Member] | ESW Capital LLC [Member] | Subsequent Event [Member] | |||||||||||||||
Equity percentage | 50.00% | 50.00% | |||||||||||||
Sport BLX Borrowed [Member] | Demand Note 4 [Member] | |||||||||||||||
Debt instrument face amount | $ 150,000 | ||||||||||||||
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 | ||||||||||||||
Sport BLX Borrowed Demand [Member] | Demand Note 5 [Member] | |||||||||||||||
Debt instrument face amount | $ 40,000 |
Debt - Schedule of Debt and Not
Debt - Schedule of Debt and Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 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 | 200 | |
Other Liabilities [Member] | ||
Total long term debt | 200 | 200 |
Debt and Notes Payable [Member] | ||
Total long term debt | $ 29,400 | $ 41,600 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 11,200 |
2022 | 18,200 |
2023 | |
2024 | |
2025 | |
2026 and thereafter | |
Total | $ 29,400 |
Restructuring and Other Expen_2
Restructuring and Other Expense (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and other expense | $ 0 | $ 100 |
Restructuring expense | $ 100 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares granted | 1,360 | ||
Number of shares outstanding | 1,360 | 1,360 | 113 |
Stock compensation expense | |||
Stock Options [Member] | |||
Number of options exercised | |||
Number of shares granted | 1,360 | ||
Number of shares outstanding | 1,360 | ||
Exercisable stock options | 873 | ||
Intrinsic value of options outstanding | $ 0 | ||
Stock compensation expense | $ 0 | $ 0 | |
Restricted Stock [Member] | |||
Number of shares granted | |||
Stock compensation expense | $ 0 | $ 0 | |
Fair value of shares vested in period | $ 0 | $ 100 | |
2011 Incentive Plan [Member] | |||
Number of shares authorized to award | 4,671 | ||
Number of stock-based compensation awards consisting of stock options and restricted stock outstanding | 1,360 | ||
Number of shares available for grant |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation for Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation expense |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Options Outstanding, Beginning balance | 1,360 | 113 |
Stock Options Outstanding, forfeited | (113) | |
Stock Options Outstanding, Granted | 1,360 | |
Stock Options Outstanding, Ending balance | 1,360 | 1,360 |
Stock Options Exercisable | 873 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 106 | $ 16,734 |
Weighted Average Exercise Price, forfeited | 16,734 | |
Weighted Average Exercise Price, Granted | 106 | |
Weighted Average Exercise Price Outstanding, Ending balance | 106 | $ 106 |
Weighted Average Exercise Price Exercisable | $ 106 | |
Weighted Average Remaining Contractual Life (Years), Beginning balance | 9 years 8 months 12 days | 2 months 12 days |
Weighted Average Remaining Contractual Life (Years), Ending balance | 8 years 8 months 12 days | 9 years 8 months 12 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 8 years 8 months 12 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Nonvested Restricted Stock Outstanding, Beginning balance | 150 | |
Nonvested Restricted Stock, Vested | (75) | |
Nonvested Restricted Stock, Forfeited | (75) | |
Nonvested Restricted Stock Outstanding, Ending balance | ||
Weighted Average Grant Date Fair Value Per Share, Beginning balance | $ 1,406 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 1,406 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 1,406 | |
Weighted Average Grant Date Fair Value Per Share, Ending balance |
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 | 12 Months Ended | |||
Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 15, 2021 | |
Minimum tax credit refundable | $ 2,200 | ||||
Net cash paid for income taxes | $ 0 | $ 0 | |||
Valuation allowance | 231,900 | $ 236,400 | |||
Deferred tax liability valuation allowance | 200 | ||||
Operating loss carryforwards | $ 594,000 | ||||
Income tax expiry description | 2029 | ||||
Income tax examination likelihood ownership percentage | This limitation could result if there is a more than 50 percent ownership shift in the GlassBridge shares within a three-year testing period | ||||
State and Local Jurisdiction [Member] | Tax Year 2037 [Member] | |||||
Operating loss carryforwards | $ 156,000 | ||||
State and Local Jurisdiction [Member] | After 2021 [Member] | |||||
Operating loss carryforwards | 42,000 | ||||
U.S. and Foreign Tax [Member] | Expire Between 2021 and 2023 [Member] | |||||
Operating loss carryforwards | 20,300 | ||||
U.S. and Foreign Tax [Member] | Expire Between 2024 and 2033 [Member] | |||||
Operating loss carryforwards | 16,600 | ||||
Federal Capital [Member] | Expire Between 2020 and 2024 [Member] | |||||
Operating loss carryforwards | $ 132,300 | ||||
Internal Revenue Service (IRS) [Member] | |||||
Income tax expiry description | The Company's $584.0 million in federal net operating loss carryforwards generated through 2017 continue to be subject to the historical tax rules that allow carryforward for 20 years from origin, with the ability to offset 100 percent of future taxable income. Any subsequent tax losses have an indefinite life. | ||||
Equity ownership | 100.00% | ||||
U.S. and Foreign Tax [Member] | |||||
Remainder tax credit carryforward expiration | Expire between 2021 and 2023, and the remainder of which will expire between 2024 and 2033. | ||||
Subsequent Event [Member] | |||||
Income tax refunds | $ 600 | ||||
Subsequent Event [Member] | ESW Capital LLC [Member] | |||||
Operating loss carryforwards | $ 158,800 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (63,600) | $ 11,400 |
International | ||
Income (loss) from continuing operations before income taxes | $ (63,600) | $ 11,400 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current, Federal | ||
Current, International | ||
Deferred, International | ||
Income tax (provision) benefit |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory U.S. tax rate | $ (13,300) | $ 2,400 |
State income taxes, net of federal benefit | (2,500) | 500 |
Valuation allowances | (4,500) | (28,600) |
Goodwill impairment | 10,600 | |
Pension and debt forgiveness | 9,700 | |
Tax on unremitted earnings of foreign subsidiaries | (400) | |
Stock-based compensation | 300 | |
Net effect of subsidiary sale | 25,000 | |
Reclassification to discontinued operations and other | 800 | |
Income tax (provision) benefit |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Tax credit carryforwards | $ 20,300 | $ 21,400 |
Net operating loss carryforwards | 134,200 | 144,100 |
Accrued liabilities and other reserves | 100 | |
Pension | 3,400 | |
Capital losses | 33,100 | 26,900 |
Other, net | 44,200 | 40,600 |
Total deferred tax assets | 231,900 | 236,400 |
Valuation allowance | (231,900) | (236,400) |
Net deferred tax assets | ||
Unremitted earnings of foreign subsidiaries | 200 | (200) |
Total deferred tax liabilities | 200 | (200) |
Valuation allowance | ||
Total deferred tax liabilities | (200) | (200) |
Net deferred tax liabilities | $ (200) | $ (200) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax liability - non-current | $ (200) | $ (200) |
Net deferred tax liabilities | $ (200) | $ (200) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning balance | $ 200 | $ 600 |
Additions for tax positions of current years | ||
Additions for tax positions of prior years | ||
Reductions for tax positions of prior years | (400) | |
Settlements with taxing authorities | ||
Reductions due to lapse of statute of limitations | ||
Unrecognized tax benefits, ending balance | $ 200 | $ 200 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Oct. 02, 2020 | Aug. 20, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Oct. 02, 2019 | Aug. 21, 2019 | Nov. 14, 2016 | Aug. 06, 2015 |
Reverse stock split | Reverse split of our common stock at a ratio of 1:200 (the "Reverse Stock Split") | ||||||||
Conversion price per share | $ 106 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
382 Rights Agreement [Member] | |||||||||
Acquiring person threshold | 5.00% | 5.00% | |||||||
Percentage transfer threshold assets, cashflow, and earning power | 50.00% | 50.00% | |||||||
Ownership percentage for board of exchange rights | 50.00% | 50.00% | |||||||
Right redemption price | $ 0.001 | $ 0.001 | |||||||
382 Rights Agreement [Member] | Series A Participating Preferred Stock [Member] | |||||||||
Preferred stock, par value | 0.01 | 0.01 | |||||||
Price per share | $ 15 | $ 15 | |||||||
382 Rights Agreement [Member] | Wells Fargo Bank, N.A [Member] | |||||||||
Ownership percentage | 4.90% | ||||||||
Orix PTP Holdings, LLC [Member] | |||||||||
Sale of stock price | $ 17,562,700 | ||||||||
Stock percentage | 20.10% | ||||||||
Orix PTP Holdings, LLC [Member] | Stockholders Agreement [Member] | |||||||||
Book value percentage | 20.00% | ||||||||
Orix PTP Holdings, LLC [Member] | Two Promissory Notes [Member] | |||||||||
Principal amount | $ 13,000,000 | $ 13,000,000 | |||||||
Treasury Stock [Member] | |||||||||
Purchase of treasury stock | 450 | 780 | |||||||
Purchase of treasury stock, value | $ 28,434 | $ 300,000 | |||||||
Additional number of shares authorized to repurchased | 1,720 | 1,720 | |||||||
Average price per share of treasury stock acquired | $ 8,496.47 | ||||||||
Treasury Stock [Member] | Maximum [Member] | |||||||||
Number of shares authorized to repurchased | 2,500 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Treasury Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Treasury shares, beginning balance | 2,927 | |
Treasury shares, ending balance | 2,927 | 2,927 |
Treasury Stock [Member] | ||
Treasury shares, beginning balance | 2,927 | 2,402 |
Purchases | 450 | |
Forfeitures and other | 75 | |
Treasury shares, ending balance | 2,927 | 2,927 |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Beginning balance | $ 5,700 |
Ending balance | (30,300) |
Defined Benefit Plans [Member] | |
Beginning balance | (20,600) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 20,600 |
Ending balance |
Shareholders' Equity - Schedu_3
Shareholders' Equity - Schedule of Reclassification Out of Accumulated Other Comprehensive Los (Details) - Affected Line Item in the Statement Where Net Loss is Presented [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Total reclassifications for the period | $ 20,600 |
Amortization of Net Actuarial Loss [Member] | Other Income (Expense) [Member] | |
Total reclassifications for the period | $ 20,600 |
Business Segment Information _3
Business Segment Information and Geographic Data - Schedule of Net Revenue, Operating Loss from Continuing Operations and Assets by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total segment operating loss | $ (49,200) | $ (100) |
Corporate and unallocated | (1,500) | (3,200) |
Restructuring and other | (100) | |
Total operating loss | (50,700) | (3,400) |
Interest expense | (2,600) | (300) |
Realized losses on investments | (1,900) | |
Defined benefit plan adjustment | (8,500) | |
Other income (expense), net | 100 | 15,100 |
Income (loss) from continuing operations before income taxes | (63,600) | 11,400 |
Total segment assets | 24,200 | 67,600 |
Corporate and unallocated | 1,200 | 8,800 |
Total consolidated assets | 25,400 | 76,400 |
Asset Management Business [Member] | ||
Total segment operating loss | (5,200) | 100 |
Total segment assets | 15,800 | 16,800 |
Sports Technology Platform [Member] | ||
Total segment operating loss | (44,000) | (200) |
Total segment assets | $ 8,400 | $ 50,800 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 02, 2020 | Aug. 01, 2020 | Jul. 20, 2020 | Jun. 30, 2020 | Jun. 05, 2020 | Dec. 12, 2019 | Nov. 15, 2019 | Oct. 01, 2019 | Sep. 13, 2019 | May 03, 2019 | Dec. 31, 2020 | Jan. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Oct. 01, 2020 | Dec. 31, 2019 | Jul. 31, 2020 |
Demand Note 6 [Member] | Sport-BLX Securities, Inc [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 213,793 | $ 213,793 | $ 213,793 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||||
Maturity date | Jul. 1, 2021 | ||||||||||||||||
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 | 31.10% | ||||||||||||||||
Purchase of common stock | 37,924 | ||||||||||||||||
Purchase of common stock, value | $ 13,463,020 | ||||||||||||||||
Principal amount | $ 12,116,718 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Maturity date | Dec. 12, 2022 | ||||||||||||||||
Ownership percentage | 31.10% | ||||||||||||||||
Joseph A. De Perio [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Purchase of common stock | 17,076 | ||||||||||||||||
Purchase of common stock, value | $ 6,061,980 | ||||||||||||||||
Principal amount | $ 5,455,782 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Maturity date | Dec. 12, 2022 | ||||||||||||||||
Ownership percentage | 2.47% | ||||||||||||||||
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 | ||||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Compensation serives amount | 655,000 | $ 232,905 | |||||||||||||||
Officers [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Non-wages compensation serives amount | 505,000 | ||||||||||||||||
Sport-BLX, Inc. [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sale of stock, total consideration | $ 1,000,000 | ||||||||||||||||
Stock percentage | 9.00% | ||||||||||||||||
Purchase of common stock | 55,000 | ||||||||||||||||
Purchase of common stock, value | $ 19,500,000 | ||||||||||||||||
Sport-BLX, Inc. [Member] | Unsecured Demand Note - 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] | George E. Hall [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock percentage | 65.60% | ||||||||||||||||
Sport-BLX, Inc. [Member] | Mr. Hall [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments for rent | $ 40,000 | ||||||||||||||||
Orix PTP Holdings, LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Expenses from transactions with related party | $ 2,635,000 | ||||||||||||||||
Sale of stock, total consideration | $ 17,562,700 | ||||||||||||||||
Stock percentage | 20.10% | ||||||||||||||||
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% | ||||||||||||||||
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 | $ 500,000 | ||||||||||||||||
Sport BLX [Member] | Management Services Agreement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consulting fee | $ 15,000 | ||||||||||||||||
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 | ||||||||||||||||
GEH Sport LLC [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 | $ 1,170,833 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 15, 2021 | Apr. 22, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | Jan. 30, 2021 | Jul. 21, 2020 |
Subsequent Event [Member] | Paycheck Protection Program [Member] | Principal Forgiveness [Member] | ||||||
Bank loan | $ 400,000 | |||||
Adara Enterprises Corp [Member] | Subsequent Event [Member] | ||||||
Sale of stock, total consideration | $ 8,500,000 | |||||
ESW Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Debt Instrument, Face Amount | $ 11,000,000 | |||||
Sale of stock, total consideration | $ 8,500,000 | $ 8,500,000 | ||||
Equity percentage | 50.00% | 50.00% | ||||
ESW Loan Agreement [Member] | Adara Enterprises Corp [Member] | ||||||
Debt Instrument, Face Amount | $ 11,000,000 | |||||
ESW Loan Agreement [Member] | Adara Enterprises Corp [Member] | Subsequent Event [Member] | ||||||
Debt Instrument, Face Amount | $ 11,000,000 | |||||
Sale of stock, total consideration | $ 325,000 | |||||
ESW Loan Agreement [Member] | ESW Capital LLC [Member] | Subsequent Event [Member] | ||||||
Equity percentage | 50.00% | 50.00% | ||||
SportBLX Purchase Agreement [Member] | ESW Holdings [Member] | Subsequent Event [Member] | ||||||
Percentage of outstanding stock | 30.00% |