Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 03, 2014 | Mar. 31, 2014 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'COMDISCO HOLDING CO INC | ' | ' |
Entity Central Index Key | '0001179484 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $3,300,000 |
Entity Common Stock, Shares Outstanding | ' | 4,028,951 | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue | ' | ' |
Gain on sale of equity investments | $1,590 | $112 |
Miscellaneous income | 100 | 0 |
Interest income | 65 | 88 |
Total revenue | 1,755 | 200 |
Costs and expenses | ' | ' |
Selling, general and administrative | 2,480 | 2,102 |
Contingent Distribution Rights | -869 | -33 |
Foreign exchange loss | 312 | 188 |
Bad debt recoveries | -473 | -207 |
Total costs and expenses | 1,450 | 2,050 |
Net earnings (loss) before income taxes | 305 | -1,850 |
Income tax (benefit) | -550 | -675 |
Net earnings (loss) | 855 | -1,175 |
Unrealized gains (losses) on securities: | ' | ' |
Unrealized holding gains arising during the period | 1,400 | 3 |
Reclassification adjustment for gains included in earnings | -1,406 | 0 |
Other comprehensive income (loss) | -6 | 3 |
Comprehensive income (loss) | $849 | ($1,172) |
Basic and diluted earnings (loss) per common share (in dollars per share) | $0.21 | ($0.29) |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED- BALANCE SHEETS (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $31,992 | $27,671 |
Cash - legally restricted | 4,000 | 4,000 |
Short-term investment | 0 | 4,340 |
Equity investments | 697 | 697 |
Income tax receivable | 0 | 753 |
Assets held in trust for deferred compensation plan | 501 | 490 |
Other assets | 248 | 353 |
Total assets | 37,438 | 38,304 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 103 | 88 |
Income taxes payable | 90 | 1,076 |
Other liabilities: | ' | ' |
Accrued compensation | 1,429 | 1,304 |
Contingent Distribution Rights | 10,437 | 11,306 |
Other liabilities | 168 | 168 |
Total other liabilities | 12,034 | 12,778 |
Total liabilities | 12,227 | 13,942 |
Stockholders' equity | ' | ' |
Common Stock $.01 par value. Authorized 10,000,000 shares; originally issued 4,200,000 shares; 4,028,951 shares issued and outstanding at September 30, 2014 and 2013 | 70 | 70 |
Additional paid-in capital | 28,414 | 28,414 |
Accumulated other comprehensive income (loss) | -3 | 3 |
Accumulated deficit | -3,270 | -4,125 |
Total stockholders' equity | 25,211 | 24,362 |
Total liabilities and stockholders' equity | $37,438 | $38,304 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED- BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Consolidated Balance Sheets | ' | ' |
Common Stock, par value (in dollars per share) | $0.01 | $0.01 |
Common Stock, Authorized shares | 10,000,000 | 10,000,000 |
Common Stock originally issued shares | 4,200,000 | 4,200,000 |
Common Stock shares issued | 4,028,951 | 4,028,951 |
Common Stock shares outstanding | 4,028,951 | 4,028,951 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common stock | Additional paid-in capital | Accumulated other comprehensive income | Retained earnings (accumulated deficit) | Total |
In Thousands, unless otherwise specified | |||||
Balance at the beginning of the period at Sep. 30, 2012 | $70 | $28,414 | $0 | ($2,950) | $25,534 |
Stockholder's equity | ' | ' | ' | ' | ' |
Net earnings (loss) | ' | ' | ' | -1,175 | -1,175 |
Other comprehensive income (loss) | ' | ' | 3 | ' | 3 |
Comprehensive income (loss) | ' | ' | ' | ' | -1,172 |
Balance at the end of the period at Sep. 30, 2013 | 70 | 28,414 | 3 | -4,125 | 24,362 |
Stockholder's equity | ' | ' | ' | ' | ' |
Net earnings (loss) | ' | ' | ' | 855 | 855 |
Other comprehensive income (loss) | ' | ' | -6 | ' | -6 |
Comprehensive income (loss) | ' | ' | ' | ' | 849 |
Balance at the end of the period at Sep. 30, 2014 | $70 | $28,414 | ($3) | ($3,270) | $25,211 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED- STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Equity investment proceeds net of management sharing | $1,590 | $112 |
Interest, bad debt recoveries and other revenue | 628 | 302 |
Selling, general and administrative expenses | -2,244 | -2,369 |
Income tax receipts | 733 | 14 |
Income tax payments | -354 | 0 |
Net cash provided by (used in) operating activities | 353 | -1,941 |
Cash flows from investing activities: | ' | ' |
Redemption of short -term investment | 4,003 | -55 |
Decrease in legally restricted cash | 0 | 342 |
Net cash provided by investing activities | 4,003 | 287 |
Effect of exchange rates on cash and cash equivalents | -35 | -24 |
Net increase (decrease) in cash and cash equivalents | 4,321 | -1,678 |
Cash and cash equivalents at beginning of period | 27,671 | 29,349 |
Cash and cash equivalents at end of period | $31,992 | $27,671 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED- STATEMENTS OF CASH FLOWS - Continued (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Reconciliation of net earnings (loss) to net cash provided by (used in) operating activities: | ' | ' |
Net earnings (loss) | $855 | ($1,175) |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | ' | ' |
Taxes payable and other tax balances | 90 | 101 |
Change in Canadian income tax receivables | -261 | -762 |
Contingent Distribution Rights | -869 | -33 |
Selling, general and administrative expenses | 236 | -293 |
Receivables | 7 | -2 |
Other, including foreign exchange | 295 | 223 |
Net cash provided by (used in) operating activities | $353 | ($1,941) |
Reorganization
Reorganization | 12 Months Ended |
Sep. 30, 2014 | |
Reorganization | ' |
Reorganization | ' |
Note 1 - Reorganization | |
On July 16, 2001, Comdisco, Inc. and 50 of its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court (consolidated case number 01-24795) (the “Filing”). Comdisco Holding Company, Inc., as the successor company to Comdisco, Inc., emerged from bankruptcy under a confirmed plan of reorganization (the First Amended Joint Plan of Reorganization (the “Plan”) that became effective on August 12, 2002 (the “Effective Date”). For financial reporting purposes only, however, the effective date for implementation of fresh-start reporting was July 31, 2002. | |
Comdisco Holding Company, Inc. was formed on August 8, 2002 for the purpose of selling, collecting or otherwise reducing to money in an orderly manner the remaining assets of the Company and all of its direct and indirect subsidiaries, including Comdisco, Inc. As more fully described in the Plan, the Company’s business purpose is limited to the orderly sale or run-off of all its remaining assets. Pursuant to the Plan and restrictions contained in its Certificate, the Company is specifically prohibited from engaging in any business activities inconsistent with its limited business purpose. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
Note 2 - Summary of Significant Accounting Policies | |
Basis of Presentation | |
In this annual report on Form 10-K, references to “the Company,” “Comdisco Holding,” “we,” “us” and “our” mean Comdisco Holding Company, Inc., its consolidated subsidiaries and Comdisco Ventures, Inc., and its predecessors, except in each case where the context indicates otherwise. References to “Comdisco, Inc.” mean Comdisco, Inc. and its subsidiaries, prior to the Company’s emergence from bankruptcy on August 12, 2002, except where the context indicates otherwise. | |
Nature of Operations | |
Comdisco Holding Company, Inc. was formed on August 8, 2002 for the purpose of selling, collecting or otherwise reducing to money in an orderly manner the remaining assets of the Company and all of its direct and indirect subsidiaries, including Comdisco, Inc. The Company reports its results of operations in one reporting segment. | |
Use of Estimates | |
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. | |
Translation Adjustments | |
All assets and liabilities denominated in foreign currencies are translated at the exchange rate on the balance sheet date. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Due to the substantially complete liquidation of its foreign subsidiaries, translation adjustments were included in revenue if the adjustments were a gain and in cost and expenses if the adjustments were a loss in the consolidated statements of comprehensive income (loss). As of September 30, 2014, the Company no longer has assets or liabilities denominated in any foreign currency. | |
Income Taxes | |
The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial settlement carrying amount of existing assets and liabilities and their respective tax basis. The Company continues to provide a valuation allowance for the remaining value of the deferred tax assets due to uncertainties regarding future earnings. | |
Cash and Cash Equivalents | |
Cash and cash equivalents are comprised of highly liquid debt instruments with original maturities of 90 days or less. | |
Short-term Investments | |
Short-term investments are comprised of investments which are highly liquid fixed-income investments with an original maturity greater than three months but less than one year. | |
Equity Investments | |
Marketable equity securities: The Company classifies all marketable equity securities as available-for-sale. These marketable equity securities are carried at fair value, based on quoted market prices, with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income (loss). As of the date of this filing, the Company does not hold any marketable equity securities. | |
Equity investments in private companies: Equity investments in private companies for which there is no readily determinable fair value are carried at the lower of cost or estimated fair market value as determined by the Company in consultation with Windspeed Acquisition Fund GP, LLC (“Windspeed”). The Company, in consultation with Windspeed, identifies and records losses on equity investments in private companies when market and company specific events and circumstances indicate that such assets might be impaired. The Company did not record any write-downs of equity securities for the years ended September 30, 2014 and 2013. All write-downs are considered permanent impairments for financial reporting purposes. | |
Contingent Distribution Rights | |
The Company estimates the CDR liability based on the net equity of the Company after taking into consideration future operating costs and expenses, estimated future interest income and the potential net distributions from the Litigation Trust for which estimates are currently not determinable. Changes in the fair value of investments or recoveries greater than book value are not reflected in the CDR liability until the sale is realized. See the risk factors discussed in Item 1A, “Risk Factors”, particularly the risk entitled “Uncertainties Inherent in the CDR Liability Calculation”. | |
Basic and Diluted Earnings Per Common Share | |
Earnings per common share basic and diluted are computed by dividing the net earnings (loss) to common stockholders by the weighted average number of common shares outstanding for the period. | |
Recently_Issued_Accounting_Sta
Recently Issued Accounting Standards | 12 Months Ended |
Sep. 30, 2014 | |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards | ' |
Note 3 – Recently Issued Accounting Standards | |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. | |
In April 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. generally accepted accounting principles (“U.S. GAAP”) but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. | |
The Company will adopt ASU 2013-07 beginning the quarter ended December 31, 2014 and begin reporting its financial results on the liquidation basis of accounting. The reporting will disclose the Company’s estimate of the value of the net assets available in liquidation for the Common Shareholders. The value of the net assets will be the Company’s estimate of the expected cash proceeds of the assets less appropriate deductions for all projected costs and expenses to be incurred during the time period required to complete the liquidation under the First Amended Joint Plan of Reorganization (the “Plan”), including amounts expected to be paid related to the CDR liability. There is inherent uncertainty with these estimates and projections and, accordingly, the estimates and projections could change materially based on a number of factors both within and outside of the Company’s control. Such factors, include but are not limited to, the timing of the sales and the realization on the value of the assets, any delay in the liquidation process and any changes in the underlying assumptions of projected costs, expenses and cash flows. The Company is currently completing its analysis of the impact of adopting this new basis of accounting. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
Note 4 - Income Taxes | |||||||||||
The geographical sources of income (loss) before income taxes were as follows (in thousands): | |||||||||||
Year ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
United States | $ | 632 | $ | -1,848 | |||||||
Outside United States | -327 | -2 | |||||||||
$ | 305 | $ | -1,850 | ||||||||
During the fiscal year ended September 30, 2014, the earnings before income taxes in the United States was primarily a result of gain on equity investments and reduction in CDR expense. During the fiscal year ended September 30, 2014, the loss before income taxes outside the United States was primarily a result of foreign exchange loss. During the fiscal year ended September 30, 2013, the loss before income taxes was primarily a result of selling, general and administrative costs of the estate, which were higher than revenues. | |||||||||||
The components of the income tax (benefit) were as follows (in thousands): | |||||||||||
Year ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
Current: | |||||||||||
United States | $ 185 | $ 0 | |||||||||
Outside United States | -735 | -675 | |||||||||
$ (550) | $ (675) | ||||||||||
The Company paid the Internal Revenue Service (“IRS”) $18,000 and paid the Illinois Department of Revenue $77,000 during the fiscal year ended September 30, 2014. The Company made no payment to the IRS in the fiscal year ended September 30, 2013. During the fiscal year ended September 30, 2014, the Company’s Canadian subsidiary received tax refunds totaling approximately $733,000 from the provincial government of Ontario, Canada, paid a withholding tax to the Canada Revenue Agency (“CRA”) on the liquidating distribution in the amount of approximately $257,000 and paid approximately $2,000 in income tax to the provincial government of Alberta, Canada. The Company received approximately $14,000 from the provincial government of Alberta, Canada during the fiscal year ended September 30, 2013. | |||||||||||
The reasons for the difference between the U.S. federal income tax rate and the effective income tax rate for earnings were as follows: | |||||||||||
Year ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
U.S. federal income tax rate | 34% | 34% | |||||||||
Increase (reduction) resulting from: | |||||||||||
State income taxes, net of U.S. federal tax benefit | 53 | 0 | |||||||||
Final determinations and unrecognized tax benefit activity(1) | -242 | 34 | |||||||||
Non-deductible CDR expenses | -97 | 1 | |||||||||
Unrealized gain (loss) on foreign exchange | 35 | -3 | |||||||||
Change in valuation allowance | -187 | -31 | |||||||||
Miscellaneous income (sale of investment in India) | 218 | 0 | |||||||||
Other, net | 6 | 2 | |||||||||
Effective income tax rate | -180% | 37% | |||||||||
-1 | Final determinations include final agreements with tax authorities. | ||||||||||
Deferred tax assets at September 30, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Deferred tax assets: | |||||||||||
Foreign loss carryforwards | $ 0 | $ 265 | |||||||||
U.S. and state NOL carryforward | 112,902 | 111,947 | |||||||||
AMT credit carryforwards | 75,622 | 75,588 | |||||||||
Gross deferred tax assets | 188,524 | 187,800 | |||||||||
Less: valuation allowance | -188,524 | -187,800 | |||||||||
Net deferred tax assets | $ 0 | $ 0 | |||||||||
The Company provides a valuation allowance for the remaining value of the deferred tax assets due to it being more likely than not that they will not be utilized in the future. | |||||||||||
As of September 30, 2014, the company has federal net operating loss (“NOL”) carryforwards of approximately $106,428,000 expiring between years 2023 and 2033 and domestic state NOL carryforwards of approximately $6,474,000 expiring between years 2016 and 2025. | |||||||||||
At September 30, 2014, the Company has available for U.S. federal income tax purposes the following carryforwards (in thousands): | |||||||||||
Year scheduled | Net operating | ||||||||||
to expire | loss | ||||||||||
2023 | $ | ||||||||||
237,996 | |||||||||||
2024 | 37,101 | ||||||||||
2025 | 34,055 | ||||||||||
2031 | 657 | ||||||||||
2032 | 1,572 | ||||||||||
2033 | 1,742 | ||||||||||
$ | |||||||||||
313,123 | |||||||||||
For U.S. federal income tax purposes, the Company has $75,622,000 of alternative minimum tax (“AMT”) credit carryforwards available to reduce regular taxes in future years. AMT credit carryforwards do not have an expiration date. The Company does not believe that it is more likely than not that the Company will generate sufficient future taxable income to realize the benefit of the AMT credit carryforwards. As such, the Company has recognized a valuation allowance of $75,622,000 to offset this deferred tax asset. | |||||||||||
The Company files income tax returns in the U.S. federal jurisdiction and the State of Illinois. | |||||||||||
As of the date of this filing, the only federal tax years open to exam are fiscal years ended September 30, 2011 through September 30, 2013. | |||||||||||
The Company’s Canadian subsidiary, CCL, was liquidated during the fiscal year ended September 30, 2014 and recorded approximately $735,000 of net income tax benefit due to the reversal of income tax liabilities. CCL filed its final Canadian tax return and received the final Notice of Assessment dated July 17, 2014 showing a zero balance. During the year ended September 30, 2013, the Company completed final negotiations with the Ontario Ministry of Finance related to its Notices of Objection and recorded a net income tax benefit of approximately $675,000. | |||||||||||
During the fiscal year ended September 30, 2013, the Company liquidated its Mexican subsidiary. | |||||||||||
Uncertain Tax Positions: | |||||||||||
As of September 30, 2014, the Company no longer has any uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands) (excluding interest and penalties): | |||||||||||
September 30, | September 30, | ||||||||||
2014 | 2013 | ||||||||||
Beginning balance | $ 1,371 | $ 1,438 | |||||||||
Decreases related to settlements of certain tax audits | 0 | 0 | |||||||||
Increases related to settlements of certain tax audits | 0 | 0 | |||||||||
Decreases related to prior year tax positions | -1,371 | 0 | |||||||||
Increases related to prior year tax positions | 0 | 0 | |||||||||
Other | 0 | -67 | |||||||||
Ending balance | $ | $ 1,371 | |||||||||
0 | |||||||||||
Equity_Investments
Equity Investments | 12 Months Ended |
Sep. 30, 2014 | |
Equity Investments | ' |
Equity Investments | ' |
Note 5 – Equity Investments | |
The Company’s estimate of the fair value of its private company investments was made in consultation with Windspeed, a professional management group which the Company engaged in February 2004, who manages the Company’s investments in equity securities on an ongoing basis. Windspeed shares in the net receipts from the sale of the Company’s investments in equity securities at a set percentage in certain designated portions of the portfolio of companies (referred to as “Management Sharing”). The Windspeed management agreement was extended on April 5, 2011 (with an effective date of February 21, 2011) until February 20, 2013 (the “Initial Extension”). The Windspeed management agreement was again extended effective February 21, 2013 through February 20, 2015 (the “Second Extension”). Prior to the Initial Extension, Windspeed received fixed and declining management fees. Under the terms of the Initial and Second Extensions, Windspeed is not, and will not, be paid any ongoing management fees. In lieu of such management fee payment, 100% of any proceeds from certain companies in the portfolio will go to Windspeed. Additionally, Windspeed shares in the net receipts from the sale of the Company’s investments in certain of the Company’s equity securities at a set percentage. As of September 30, 2014, the Company has received approximately $71,042,000 in proceeds (prior to management fees and sharing) since the inception of the management agreement with Windspeed. Windspeed has received a combined $12,779,000 in management fees and sharing through September 30, 2014. | |
Equity investments consist primarily of preferred stock holdings in three private companies which are carried at the lower of cost or fair market value in the Company’s financial statements. The most significant of which is an investment in Ebates. The carrying value of equity investments in private companies is $697,000 and the fair market value is approximately $20,379,000. During the quarter ended September 30, 2014, it was announced that Ebates would be acquired by Rakuten, a Japanese company. The Plan of Merger was signed on September 24, 2014, pending various conditions, including regulatory approval. As of September 30, 2014, the Company concluded that the offer price should be the primary input into the fair value measurement of Ebates. | |
On October 9, 2014, Rakuten completed the acquisition of Ebates and on October 29, 2014, the Company received the initial distribution. The gross proceeds distributed were approximately $17,720,000 of which the Company received approximately $15,145,000 in net proceeds and Windspeed received approximately $2,575,000 in Management Sharing pursuant to the management agreement. As of the date of this filing, the Company has received approximately $88,762,000 in proceeds (prior to management fees and sharing) since the inception of the management agreement with Windspeed. | |
Marketable equity investments: | |
Changes in the valuation of available-for-sale securities are included as changes in the unrealized holding gains (losses) in accumulated other comprehensive income (loss). At September 30, 2014, the Company did not own any shares in publicly-traded companies within Equity Investments as presented on the balance sheet. The Company’s practice is to sell its marketable equity securities within a reasonable period of time after the lock-up period ends. | |
However, the Company holds a limited number of securities in trust for a deferred compensation plan which are not available for distribution under the Plan. | |
Realized gains or losses are recorded on the trade date based upon the difference between the proceeds and the cost basis determined using the specific identification method. Currently, realized gains net of Management Sharing fees are included in revenue in the consolidated statements of comprehensive (loss). During the fiscal year ended September 30, 2014, the Company received $1,590,000 in net proceeds (after fees paid to a third party recovery firm) and realized a gain of $1,590,000 on the sale of marketable equity investments. During the fiscal year ended September 30, 2013, the Company received $129,000 in proceeds, paid $17,000 in Management Sharing and realized a gain of $112,000 on the sale of marketable equity investments. | |
Equity investments in private companies: | |
The Company’s policy for assessing the carrying value of equity investments in privately held companies is, in consultation with Windspeed, to regularly review the assumptions underlying the operating performance and cash flow forecasts. The Company identifies and records impairment losses on Equity Investments when market and customer specific events and circumstances indicate the carrying value might be impaired. All write-downs are considered permanent impairments for financial reporting purposes. The carrying value of the Company’s equity investments in private companies was $697,000 at September 30, 2014 and 2013. | |
There were no write-downs of equity securities in the fiscal years ended September 30, 2014 and 2013. | |
Common_Stock
Common Stock | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Stockholders' Equity | ' | |||||||
Common Stock | ' | |||||||
Note 6 - Common Stock | ||||||||
As of September 30, 2014, the Company had 4,028,951 shares of Common Stock issued and outstanding. | ||||||||
Consistent with past practices, the Company intends to treat any future dividend distribution for federal income tax purposes as part of a series of liquidating distributions in complete liquidation of the Company. | ||||||||
The Company’s Common Stock share amounts for basic and diluted earnings per share calculations were as follows (in thousands): | ||||||||
Year ended September 30, | ||||||||
2014 | 2013 | |||||||
Average common shares issued | 4,200 | 4,200 | ||||||
Average common shares retired | -171 | -171 | ||||||
4,029 | 4,029 | |||||||
Net earnings (loss) to common stockholders | $ | 855 | $ | -1,175 | ||||
Basic and diluted earnings (loss) per common share | $ | 0.21 | $ | -0.29 | ||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||
Note 7 - Fair Value Measurements | ||||||||||||||||||
The three levels of inputs used to measure fair value are as follows: | ||||||||||||||||||
• | Level 1 – Quoted prices in active markets for identical assets and liabilities. | |||||||||||||||||
• | Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||||||
• | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes merger documents, certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||||||||||||||||
The Company’s financial assets that are measured at fair value on a recurring basis are measured using Level 1 and Level 2 inputs. The Company records the carrying value of its private equity investments at lower of cost or fair market value which is measured using Level 2 inputs for the Company’s investment in Ebates. The Company used the offer price from the Plan of Merger (a Level 2 input) to measure such fair value of Ebates. For the remaining two investments in private companies, the Company records the carrying value of its private equity investments at lower of cost or fair market value which is measured using Level 3 inputs. | ||||||||||||||||||
The Company has included a tabular disclosure for financial assets that are measured at fair value on a recurring basis in the consolidated balance sheet as of September 30, 2014 and 2013. The Company holds no financial liabilities that are measured at fair value on a recurring basis. | ||||||||||||||||||
September 30, 2014 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Fair Value | ||||||||||||||||||
Assets | ||||||||||||||||||
Money market accounts | $ | 31,791,000 | $ | 0 | $ | 0 | $ | 31,791,000 | ||||||||||
Certificates of deposit (A) | 0 | 0 | 0 | 0 | ||||||||||||||
Equity investments (B) | 0 | 19,631,000 | 748,000 | 20,379,000 | ||||||||||||||
Assets held in trust for deferred compensation plan (D) | 501,000 | 0 | 0 | 501,000 | ||||||||||||||
Total | $ | 32,292,000 | $ | 19,631,000 | $ | 748,000 | $ | 52,671,000 | ||||||||||
September 30, 2013 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Fair Value | ||||||||||||||||||
Assets | ||||||||||||||||||
Money market accounts | $ | 26,845,000 | $ | 0 | $ | 0 | $ | 26,845,000 | ||||||||||
Certificates of deposit (A) | 0 | 4,340,000 | 0 | 4,340,000 | ||||||||||||||
Equity investments (C) | 0 | 0 | 8,875,000 | 8,875,000 | ||||||||||||||
Assets held in trust for deferred compensation plan (D) | 490,000 | 0 | 0 | 490,000 | ||||||||||||||
Total | $ | 27,335,000 | $ | 4,340,000 | $ | 8,875,000 | $ | 40,550,000 | ||||||||||
(A) | Certificates of deposit were held in Canada and were redeemed during February 2014. | |||||||||||||||||
(B) | Equity investments for Level 2 and 3 are made up of stock in three privately held companies; FMV on a gross basis is $20,379,000 with Management Sharing of $2,965,000 and a net fair value balance of $17,414,000. | |||||||||||||||||
(C) | Equity investments for Level 3 are made up of stock in three privately held companies; FMV on a gross basis is $10,388,000 with Management Sharing of $1,513,000 and a net fair value balance of $8,875,000 | |||||||||||||||||
(D) | Assets held in trust for deferred compensation plan are made up of bonds, equity and money market funds that are actively traded. | |||||||||||||||||
These assets are held in a Rabbi Trust for the benefit of deferred employee compensation not available for distribution under the Plan. | ||||||||||||||||||
Reconciliation of financial assets measured at fair value on a recurring basis using Level 3 inputs for the years ended September 30, 2014 and 2013 is as follows: | ||||||||||||||||||
Fair Value | Realized | Change in | Decrease due to | Increase due to | Decrease in cost | Decrease due to | Fair Value | |||||||||||
September 30, 2013 | (net of fees) | Unrealized | impairment | purchase of shares | basis | transfer from | September 30, 2014 | |||||||||||
Estimated Value | of assets | due to sale | Level 3 to Level 2 | |||||||||||||||
Level 3 only Equity investments | $ | $ 0 | $ 11,504,000 | $ 0 | $ 0 | $ 0 | $ | |||||||||||
8,875,000 | $ (19,631,000) | 748,000 | ||||||||||||||||
Fair Value | Realized | Change in | Decrease due to | Increase due to | Decrease in cost | Decrease due to | Fair Value | |||||||||||
September 30, 2012 | (net of fees) | Unrealized | impairment | purchase of shares | basis | transfer from | September 30, 2013 | |||||||||||
Estimated Value | of assets | due to sale | Level 3 to Level 1 | |||||||||||||||
Level 3 only Equity investments | $ | $ (112,000) | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ | ||||||||||
5,166,000 | 3,821,000 | 8,875,000 | ||||||||||||||||
In accordance with the provisions of ASC Topic 320, “Accounting for Certain Investments in Debt and Equity Securities,” marketable equity investments (equity investments having a readily determinable fair value) would have a carrying value and a fair value based on quoted market prices. The Company’s practice is to sell its marketable equity investments upon the expiration of the lock-up period. | ||||||||||||||||||
These investments are subject to significant volatility and are difficult to value. The fair value of the Company’s equity investments in private companies was determined in consultation with Windspeed based on the market approach, including, but not limited to, quoted trading levels for publicly-traded securities in similar industries and/or markets, merger documents, industry and company multiples, industry acceptance in the market place, liquidity discounts due to lock ups and escrows, estimated revenue, and customer, product and market share growth by the respective companies in the portfolio. Substantially all of these factors are outside the control of the Company and are subject to significant volatility. There can be no assurance that the Company will be able to realize the estimated fair market value. Furthermore, as of September 30, 2014, the total portfolio of three companies which has an estimated fair market value of $20,379,000, will be reduced by expected Management Sharing of approximately $2,965,000. Approximately 96% of such value is in one individual company, Ebates. Subsequent to September 30, 2014, cash was received at an amount equal to such fair value of Ebates, less, fair market value amount of approximately $1,911,000 which will be held in escrow until January 2016. The actual amount to be distributed from the escrow may be impacted by provisions of, and claims asserted against, the escrow. | ||||||||||||||||||
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||
Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||
Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||
Note 8 – Quarterly Financial Data (Unaudited) | |||||||||||||||||||
Summarized quarterly financial data for the fiscal years ended September 30, 2014 and 2013, are as follows (in thousands except per share data): | |||||||||||||||||||
Quarter ended | |||||||||||||||||||
December 31, | March 31, | June 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||
$ 30 | $ 142 | $ 1,703 | $ 26 | $ 11 | $ 7 | $ 11 | $ 25 | ||||||||||||
Total revenue | |||||||||||||||||||
$ | $ (593) | $ 1,249 | $ (555 | ) | $ 633 | $ (349) | $ 192 | $ 322 | |||||||||||
Net earnings (loss) | -1,219 | ||||||||||||||||||
Basic and diluted earnings (loss) per common share | $ (0.30) | $ (0.15) | $ 0.31 | $ (0.14 | ) | $ 0.16 | $ (0.08) | $ 0.04 | $ 0.08 | ||||||||||
Other_Financial_Information
Other Financial Information | 12 Months Ended | |||||
Sep. 30, 2014 | ||||||
Other Financial Information | ' | |||||
Other Financial Information | ' | |||||
Note 9 - Other Financial Information | ||||||
Legally restricted cash represents cash and cash equivalents that are held in an indemnification reserve. | ||||||
The indemnification reserve is a specific reserve set aside by the Company for any potential indemnified losses in lieu of the litigation trustee purchasing insurance coverage. | ||||||
Other liabilities consist of the following (in thousands): | ||||||
September 30, | September 30, | |||||
2014 | 2013 | |||||
Accrued compensation | $ | 1,429 | $ | 1,304 | ||
CDRs | 10,437 | 11,306 | ||||
Other liabilities | 168 | 168 | ||||
$ | 12,034 | $ | 12,778 | |||
The liability for accrued compensation includes payroll and estimated amounts payable under the Company’s Bankruptcy court approved compensation plans. | ||||||
The Company estimates the CDR liability based on the net equity of the Company after taking into consideration future operating costs and expenses, estimated future interest income and the potential net distributions from the Litigation Trust for which estimates are currently not determinable. Changes in the fair value of investments or recoveries greater than book value are not reflected in the CDR liability until the sale is realized. See the risk factors discussed in Item 1A, “Risk Factors”, particularly the risk entitled “Uncertainties Inherent in the CDR Liability Calculation”. | ||||||
Ebates, one of the private company Equity Investments, was acquired by Rakuten, a Japanese company and the transaction closed on October 9, 2014. If the Ebates transaction had closed before the quarter ended September 30, 2014, the CDR liability would have been increased by approximately $5,300,000 on an after tax basis. | ||||||
Operations_by_Geographic_Area
Operations by Geographic Area | 12 Months Ended |
Sep. 30, 2014 | |
Financial Information by Geographic Area | ' |
Operations by Geographic Areas | ' |
Note 10 - Operations by Geographic Areas | |
Since the year ended September 30, 2013, all revenue and assets are in North America. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
Note 11 - Subsequent Events | |
During the quarter ended September 30, 2014, it was announced that Ebates would be acquired by Rakuten, a Japanese company. The Plan of Merger was signed on September 24, 2014, pending various conditions, including regulatory approval. As of September 30, 2014, the Company concluded that the offer price should be the primary input into the fair value measurement of Ebates. | |
On October 9, 2014, Rakuten completed the acquisition and on October 29, 2014, the Company received the initial distribution. The gross proceeds distributed were approximately $17,720,000 of which the Company received approximately $15,145,000 in net proceeds and Windspeed received approximately $2,575,000 in Management Sharing pursuant to the management agreement. The remaining fair market value amount of approximately $1,911,000, before Management Sharing, is being held pursuant to the merger documents in an escrow until January 2016. The actual amount to be distributed from the escrow may be impacted by provisions of, and claims asserted against, the escrow. | |
If the Ebates transaction had closed before the quarter ended September 30, 2014, the CDR liability would have been increased by approximately $5,300,000 on an after tax basis. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
In this annual report on Form 10-K, references to “the Company,” “Comdisco Holding,” “we,” “us” and “our” mean Comdisco Holding Company, Inc., its consolidated subsidiaries and Comdisco Ventures, Inc., and its predecessors, except in each case where the context indicates otherwise. References to “Comdisco, Inc.” mean Comdisco, Inc. and its subsidiaries, prior to the Company’s emergence from bankruptcy on August 12, 2002, except where the context indicates otherwise. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. | |
Translation Adjustments | ' |
Translation Adjustments | |
All assets and liabilities denominated in foreign currencies are translated at the exchange rate on the balance sheet date. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Due to the substantially complete liquidation of its foreign subsidiaries, translation adjustments were included in revenue if the adjustments were a gain and in cost and expenses if the adjustments were a loss in the consolidated statements of comprehensive income (loss). As of September 30, 2014, the Company no longer has assets or liabilities denominated in any foreign currency. | |
Income Taxes | ' |
Income Taxes | |
The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial settlement carrying amount of existing assets and liabilities and their respective tax basis. The Company continues to provide a valuation allowance for the remaining value of the deferred tax assets due to uncertainties regarding future earnings. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Cash and cash equivalents are comprised of highly liquid debt instruments with original maturities of 90 days or less. | |
Short-term Investments | ' |
Short-term Investments | |
Short-term investments are comprised of investments which are highly liquid fixed-income investments with an original maturity greater than three months but less than one year. | |
Equity Investments | ' |
Equity Investments | |
Marketable equity securities: The Company classifies all marketable equity securities as available-for-sale. These marketable equity securities are carried at fair value, based on quoted market prices, with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income (loss). As of the date of this filing, the Company does not hold any marketable equity securities. | |
Equity investments in private companies: Equity investments in private companies for which there is no readily determinable fair value are carried at the lower of cost or estimated fair market value as determined by the Company in consultation with Windspeed Acquisition Fund GP, LLC (“Windspeed”). The Company, in consultation with Windspeed, identifies and records losses on equity investments in private companies when market and company specific events and circumstances indicate that such assets might be impaired. The Company did not record any write-downs of equity securities for the years ended September 30, 2014 and 2013. All write-downs are considered permanent impairments for financial reporting purposes. | |
Contingent Distribution Rights | ' |
Contingent Distribution Rights | |
The Company estimates the CDR liability based on the net equity of the Company after taking into consideration future operating costs and expenses, estimated future interest income and the potential net distributions from the Litigation Trust for which estimates are currently not determinable. Changes in the fair value of investments or recoveries greater than book value are not reflected in the CDR liability until the sale is realized. See the risk factors discussed in Item 1A, “Risk Factors”, particularly the risk entitled “Uncertainties Inherent in the CDR Liability Calculation”. | |
Basic and Diluted Earnings Per Common Share | ' |
Basic and Diluted Earnings Per Common Share | |
Earnings per common share basic and diluted are computed by dividing the net earnings (loss) to common stockholders by the weighted average number of common shares outstanding for the period. | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of geographical sources of income (loss) before income taxes | ' | ||||||||||
The geographical sources of income (loss) before income taxes were as follows (in thousands): | |||||||||||
Year ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
United States | $ | 632 | $ | -1,848 | |||||||
Outside United States | -327 | -2 | |||||||||
$ | 305 | $ | -1,850 | ||||||||
Schedule of components of the income tax (benefit) | ' | ||||||||||
The components of the income tax (benefit) were as follows (in thousands): | |||||||||||
Year ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
Current: | |||||||||||
United States | $ 185 | $ 0 | |||||||||
Outside United States | -735 | -675 | |||||||||
$ (550) | $ (675) | ||||||||||
Schedule of reasons for the difference between the U.S. federal income tax rate and the effective income tax rate for earnings | ' | ||||||||||
Year ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
U.S. federal income tax rate | 34% | 34% | |||||||||
Increase (reduction) resulting from: | |||||||||||
State income taxes, net of U.S. federal tax benefit | 53 | 0 | |||||||||
Final determinations and unrecognized tax benefit activity(1) | -242 | 34 | |||||||||
Non-deductible CDR expenses | -97 | 1 | |||||||||
Unrealized gain (loss) on foreign exchange | 35 | -3 | |||||||||
Change in valuation allowance | -187 | -31 | |||||||||
Miscellaneous income (sale of investment in India) | 218 | 0 | |||||||||
Other, net | 6 | 2 | |||||||||
Effective income tax rate | -180% | 37% | |||||||||
-1 | Final determinations include final agreements with tax authorities. | ||||||||||
Schedule of deferred tax assets | ' | ||||||||||
Deferred tax assets at September 30, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Deferred tax assets: | |||||||||||
Foreign loss carryforwards | $ 0 | $ 265 | |||||||||
U.S. and state NOL carryforward | 112,902 | 111,947 | |||||||||
AMT credit carryforwards | 75,622 | 75,588 | |||||||||
Gross deferred tax assets | 188,524 | 187,800 | |||||||||
Less: valuation allowance | -188,524 | -187,800 | |||||||||
Net deferred tax assets | $ 0 | $ 0 | |||||||||
Schedule of net operating loss carryforwards | ' | ||||||||||
At September 30, 2014, the Company has available for U.S. federal income tax purposes the following carryforwards (in thousands): | |||||||||||
Year scheduled | Net operating | ||||||||||
to expire | loss | ||||||||||
2023 | $ | ||||||||||
237,996 | |||||||||||
2024 | 37,101 | ||||||||||
2025 | 34,055 | ||||||||||
2031 | 657 | ||||||||||
2032 | 1,572 | ||||||||||
2033 | 1,742 | ||||||||||
$ | |||||||||||
313,123 | |||||||||||
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) | ' | ||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands) (excluding interest and penalties): | |||||||||||
September 30, | September 30, | ||||||||||
2014 | 2013 | ||||||||||
Beginning balance | $ 1,371 | $ 1,438 | |||||||||
Decreases related to settlements of certain tax audits | 0 | 0 | |||||||||
Increases related to settlements of certain tax audits | 0 | 0 | |||||||||
Decreases related to prior year tax positions | -1,371 | 0 | |||||||||
Increases related to prior year tax positions | 0 | 0 | |||||||||
Other | 0 | -67 | |||||||||
Ending balance | $ | $ 1,371 | |||||||||
0 | |||||||||||
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Stockholders' Equity | ' | |||||||
Schedule of Common Stock share amounts for basic and diluted earnings per share calculations | ' | |||||||
The Company’s Common Stock share amounts for basic and diluted earnings per share calculations were as follows (in thousands): | ||||||||
Year ended September 30, | ||||||||
2014 | 2013 | |||||||
Average common shares issued | 4,200 | 4,200 | ||||||
Average common shares retired | -171 | -171 | ||||||
4,029 | 4,029 | |||||||
Net earnings (loss) to common stockholders | $ | 855 | $ | -1,175 | ||||
Basic and diluted earnings (loss) per common share | $ | 0.21 | $ | -0.29 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||
Schedule of financial assets that are measured at fair value on a recurring basis | ' | |||||||||||||||||
September 30, 2014 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Fair Value | ||||||||||||||||||
Assets | ||||||||||||||||||
Money market accounts | $ | 31,791,000 | $ | 0 | $ | 0 | $ | 31,791,000 | ||||||||||
Certificates of deposit (A) | 0 | 0 | 0 | 0 | ||||||||||||||
Equity investments (B) | 0 | 19,631,000 | 748,000 | 20,379,000 | ||||||||||||||
Assets held in trust for deferred compensation plan (D) | 501,000 | 0 | 0 | 501,000 | ||||||||||||||
Total | $ | 32,292,000 | $ | 19,631,000 | $ | 748,000 | $ | 52,671,000 | ||||||||||
September 30, 2013 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Fair Value | ||||||||||||||||||
Assets | ||||||||||||||||||
Money market accounts | $ | 26,845,000 | $ | 0 | $ | 0 | $ | 26,845,000 | ||||||||||
Certificates of deposit (A) | 0 | 4,340,000 | 0 | 4,340,000 | ||||||||||||||
Equity investments (C) | 0 | 0 | 8,875,000 | 8,875,000 | ||||||||||||||
Assets held in trust for deferred compensation plan (D) | 490,000 | 0 | 0 | 490,000 | ||||||||||||||
Total | $ | 27,335,000 | $ | 4,340,000 | $ | 8,875,000 | $ | 40,550,000 | ||||||||||
(A) | Certificates of deposit were held in Canada and were redeemed during February 2014. | |||||||||||||||||
(B) | Equity investments for Level 2 and 3 are made up of stock in three privately held companies; FMV on a gross basis is $20,379,000 with Management Sharing of $2,965,000 and a net fair value balance of $17,414,000. | |||||||||||||||||
(C) | Equity investments for Level 3 are made up of stock in three privately held companies; FMV on a gross basis is $10,388,000 with Management Sharing of $1,513,000 and a net fair value balance of $8,875,000 | |||||||||||||||||
(D) | Assets held in trust for deferred compensation plan are made up of bonds, equity and money market funds that are actively traded. These assets are held in a Rabbi Trust for the benefit of deferred employee compensation not available for distribution under the Plan. | |||||||||||||||||
Schedule of reconciliation of financial assets measured at fair value on a recurring basis using Level 3 inputs | ' | |||||||||||||||||
Fair Value | Realized | Change in | Decrease due to | Increase due to | Decrease in cost | Decrease due to | Fair Value | |||||||||||
September 30, 2013 | (net of fees) | Unrealized | impairment | purchase of shares | basis | transfer from | September 30, 2014 | |||||||||||
Estimated Value | of assets | due to sale | Level 3 to Level 2 | |||||||||||||||
Level 3 only Equity investments | $ | $ 0 | $ 11,504,000 | $ 0 | $ 0 | $ 0 | $ | |||||||||||
8,875,000 | $ (19,631,000) | 748,000 | ||||||||||||||||
Fair Value | Realized | Change in | Decrease due to | Increase due to | Decrease in cost | Decrease due to | Fair Value | |||||||||||
September 30, 2012 | (net of fees) | Unrealized | impairment | purchase of shares | basis | transfer from | September 30, 2013 | |||||||||||
Estimated Value | of assets | due to sale | Level 3 to Level 1 | |||||||||||||||
Level 3 only Equity investments | $ | $ (112,000) | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ | ||||||||||
5,166,000 | 3,821,000 | 8,875,000 | ||||||||||||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||
Quarterly Financial Data (Unaudited) | ' | ||||||||||||||||||
Summary of quarterly financial data | ' | ||||||||||||||||||
Summarized quarterly financial data for the fiscal years ended September 30, 2014 and 2013, are as follows (in thousands except per share data): | |||||||||||||||||||
Quarter ended | |||||||||||||||||||
December 31, | March 31, | June 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||
$ 30 | $ 142 | $ 1,703 | $ 26 | $ 11 | $ 7 | $ 11 | $ 25 | ||||||||||||
Total revenue | |||||||||||||||||||
$ | $ (593) | $ 1,249 | $ (555 | ) | $ 633 | $ (349) | $ 192 | $ 322 | |||||||||||
Net earnings (loss) | -1,219 | ||||||||||||||||||
Basic and diluted earnings (loss) per common share | $ (0.30) | $ (0.15) | $ 0.31 | $ (0.14 | ) | $ 0.16 | $ (0.08) | $ 0.04 | $ 0.08 | ||||||||||
Other_Financial_Information_Ta
Other Financial Information (Tables) | 12 Months Ended | |||||
Sep. 30, 2014 | ||||||
Other Financial Information | ' | |||||
Schedule of components of other liabilities | ' | |||||
Other liabilities consist of the following (in thousands): | ||||||
September 30, | September 30, | |||||
2014 | 2013 | |||||
Accrued compensation | $ | 1,429 | $ | 1,304 | ||
CDRs | 10,437 | 11,306 | ||||
Other liabilities | 168 | 168 | ||||
$ | 12,034 | $ | 12,778 | |||
Reorganization_Details
Reorganization (Details) (Predecessor) | 0 Months Ended |
Jul. 16, 2001 | |
subsidiary | |
Predecessor | ' |
Reorganization | ' |
Number of domestic subsidiaries filed voluntary petitions for relief under Chapter 11 | 50 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Sep. 30, 2014 | |
segment | |
Summary of Significant Accounting Policies | ' |
Number of reportable segments | 1 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Geographical sources of earnings (loss) before income taxes | ' | ' |
United States | $632 | ($1,848) |
Outside United States | -327 | -2 |
Net earnings (loss) before income taxes | 305 | -1,850 |
Current: | ' | ' |
United States | 185 | 0 |
Outside United States | -735 | -675 |
Income Tax Expense (Benefit), Total | ($550) | ($675) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Taxes | ' | ' |
Tax refunds received | $733,000 | $14,000 |
Amount paid | 354,000 | 0 |
CRA | ' | ' |
Income Taxes | ' | ' |
Withholding tax paid on the liquidating distribution | 257,000 | ' |
IRS | ' | ' |
Income Taxes | ' | ' |
Amount paid | 18,000 | 0 |
Illinois Department of Revenue | ' | ' |
Income Taxes | ' | ' |
Amount paid | 77,000 | ' |
Province of Ontario tax authority | ' | ' |
Income Taxes | ' | ' |
Tax refunds received | 733,000 | ' |
Provincial government of Alberta, Canada | ' | ' |
Income Taxes | ' | ' |
Tax refunds received | ' | 14,000 |
Amount paid | $2,000 | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Reasons for the difference between the U.S. federal income tax rate and the effective income tax rate for earnings | ' | ' |
U.S. federal income tax rate (as a percent) | 34.00% | 34.00% |
Increase (reduction) resulting from: | ' | ' |
State income taxes, net of U.S. federal tax benefit | 53.00% | 0.00% |
Final determinations and unrecognized tax benefit activity (1) (as a percent) | -242.00% | 34.00% |
Non-deductible CDR expenses (as a percent) | -97.00% | 1.00% |
Unrealized gain (loss) on foreign exchange (as a percent) | 35.00% | -3.00% |
Change in valuation allowance (as a percent) | -187.00% | -31.00% |
Miscellaneous income (sale of investment in India) (as a percent) | 218.00% | 0.00% |
Other, net (as a percent) | 6.00% | 2.00% |
Effective income tax rate (as a percent) | -180.00% | 37.00% |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Deferred tax assets: | ' | ' |
Foreign loss carryforwards | $0 | $265,000 |
U.S. and state NOL carryforward | 112,902,000 | 111,947,000 |
AMT credit carryforwards | 75,622,000 | 75,588,000 |
Gross deferred tax assets | 188,524,000 | 187,800,000 |
Less: valuation allowance | -188,524,000 | -187,800,000 |
Net deferred tax assets | 0 | 0 |
Valuation allowance to offset deferred tax asset | ' | ' |
Net operating losses | 313,123,000 | ' |
Federal | ' | ' |
Valuation allowance to offset deferred tax asset | ' | ' |
Net operating losses | 106,428,000 | ' |
Domestic State | ' | ' |
Valuation allowance to offset deferred tax asset | ' | ' |
Net operating losses | $6,474,000 | ' |
Income_Taxes_Details_5
Income Taxes (Details 5) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | $313,123,000 | ' |
AMT credit carryforwards | 75,622,000 | 75,588,000 |
Valuation allowance | 188,524,000 | 187,800,000 |
Operating Loss Carryforwards Expiration Period 2023 | ' | ' |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 237,996,000 | ' |
Operating Loss Carryforwards Expiration Period 2024 | ' | ' |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 37,101,000 | ' |
Operating Loss Carryforwards Expiration Period 2025 | ' | ' |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 34,055,000 | ' |
Operating Loss Carryforwards Expiration Period 2031 | ' | ' |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 657,000 | ' |
Operating Loss Carryforwards Expiration Period 2032 | ' | ' |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 1,572,000 | ' |
Operating Loss Carryforwards Expiration Period 2033 | ' | ' |
Net operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 1,742,000 | ' |
Deferred Tax Assets Tax Credit Carryforwards, Alternative Minimum Tax | ' | ' |
Net operating loss carryforwards | ' | ' |
Valuation allowance | $75,622,000 | ' |
Income_Taxes_Details_6
Income Taxes (Details 6) (USD $) | 12 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jul. 17, 2014 | Sep. 30, 2013 | |
CCL | CCL | Province of Ontario tax authority | |||
Income Taxes | ' | ' | ' | ' | ' |
Income tax benefit recorded | $550,000 | $675,000 | $735,000 | ' | $675,000 |
Withholding tax liability on a liquidating distribution | ' | ' | ' | 0 | ' |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ' | ' | ' | ' |
Beginning balance | 1,371,000 | 1,438,000 | ' | ' | ' |
Decreases related to settlements of certain tax audits | 0 | 0 | ' | ' | ' |
Increases related to settlements of certain tax audits | 0 | 0 | ' | ' | ' |
Decreases related to prior year tax positions | -1,371,000 | 0 | ' | ' | ' |
Increases related to prior year tax positions | 0 | 0 | ' | ' | ' |
Other | 0 | -67,000 | ' | ' | ' |
Ending balance | $0 | $1,371,000 | ' | ' | ' |
Equity_Investments_Details
Equity Investments (Details) (USD $) | 12 Months Ended | 0 Months Ended | 130 Months Ended | 0 Months Ended | 128 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Oct. 29, 2014 | Dec. 11, 2014 | Feb. 21, 2011 | Sep. 30, 2014 | Oct. 29, 2014 | |
item | Ebates | Management agreement With Windspeed | Windspeed | Windspeed | Windspeed | ||
Subsequent Event | Subsequent Event | Management agreement With Windspeed | Management agreement With Windspeed | Management agreement With Windspeed | |||
Ebates | |||||||
Subsequent Event | |||||||
Equity Investments | ' | ' | ' | ' | ' | ' | ' |
Percentage of proceeds from certain companies in the portfolio that will go to Windspeed | ' | ' | ' | ' | 100.00% | ' | ' |
Proceeds from sale of equity investments prior to management fees and sharing | ' | $129,000 | ' | $88,762,000 | ' | $71,042,000 | ' |
Amount paid to for management fees and sharing | ' | ' | ' | ' | ' | 12,779,000 | ' |
Proceeds (after sharing) on the sale of marketable equity securities | 1,590,000 | 112,000 | 15,145,000 | ' | ' | ' | ' |
Proceeds from sale of equity investments prior to management sharing | ' | ' | 17,720,000 | ' | ' | ' | ' |
Amount paid for management sharing | ' | 17,000 | ' | ' | ' | ' | 2,575,000 |
Number of privately held companies in which the entity has made equity investments | 3 | ' | ' | ' | ' | ' | ' |
Fair market value of equity investments | 20,379,000 | ' | ' | ' | ' | ' | ' |
Realized gain on the sale of marketable equity securities | 1,590,000 | 112,000 | ' | ' | ' | ' | ' |
Equity investments in private companies | 697,000 | 697,000 | ' | ' | ' | ' | ' |
Write-downs of equity securities | $0 | $0 | ' | ' | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 |
Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued | 4,028,951 | ' | ' | ' | 4,028,951 | ' | ' | ' | 4,028,951 | 4,028,951 |
Shares of common stock outstanding | 4,028,951 | ' | ' | ' | 4,028,951 | ' | ' | ' | 4,028,951 | 4,028,951 |
Average common shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 4,200,000 | 4,200,000 |
Average common shares retired | ' | ' | ' | ' | ' | ' | ' | ' | -171,000 | -171,000 |
Average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 4,029,000 | 4,029,000 |
Net earnings (loss) to common stockholders | $192 | $633 | $1,249 | ($1,219) | $322 | ($349) | ($555) | ($593) | $855 | ($1,175) |
Basic and diluted earnings (loss) per common share (in dollars per share) | $0.04 | $0.16 | $0.31 | ($0.30) | $0.08 | ($0.08) | ($0.14) | ($0.15) | $0.21 | ($0.29) |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
item | item | |
Fair Value Measurements | ' | ' |
Number of privately held companies in which the entity has made equity investments | 3 | ' |
Equity Investments | ' | ' |
Fair Value Measurements | ' | ' |
Number of privately held companies in which the entity has made equity investments | 3 | 3 |
Level 3 | Equity Investments | ' | ' |
Fair Value Measurements | ' | ' |
Number of privately held companies in which the entity has made equity investments | 2 | ' |
Fair Value, Measurements, Recurring | ' | ' |
Fair Value Measurements | ' | ' |
Liabilities Fair Value | 0 | ' |
Assets Fair Value | 52,671,000 | 40,550,000 |
Fair Value, Measurements, Recurring | Money market accounts | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 31,791,000 | 26,845,000 |
Fair Value, Measurements, Recurring | Certificates of deposit | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 4,340,000 |
Fair Value, Measurements, Recurring | Equity Investments | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 20,379,000 | 8,875,000 |
Fair value of equity investments on a gross basis | 20,379,000 | 10,388,000 |
Fair value of management sharing | 2,965,000 | 1,513,000 |
Net fair value balance of equity investments | 17,414,000 | 8,875,000 |
Fair Value, Measurements, Recurring | Assets held in trust for deferred compensation plan | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 501,000 | 490,000 |
Fair Value, Measurements, Recurring | Level 1 | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 32,292,000 | 27,335,000 |
Fair Value, Measurements, Recurring | Level 1 | Money market accounts | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 31,791,000 | 26,845,000 |
Fair Value, Measurements, Recurring | Level 1 | Certificates of deposit | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Equity Investments | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Assets held in trust for deferred compensation plan | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 501,000 | 490,000 |
Fair Value, Measurements, Recurring | Level 2 | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 19,631,000 | 4,340,000 |
Fair Value, Measurements, Recurring | Level 2 | Money market accounts | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 4,340,000 |
Fair Value, Measurements, Recurring | Level 2 | Equity Investments | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 19,631,000 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Assets held in trust for deferred compensation plan | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 748,000 | 8,875,000 |
Fair Value, Measurements, Recurring | Level 3 | Money market accounts | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Certificates of deposit | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Equity Investments | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 748,000 | 8,875,000 |
Fair Value, Measurements, Recurring | Level 3 | Assets held in trust for deferred compensation plan | ' | ' |
Fair Value Measurements | ' | ' |
Assets Fair Value | 0 | 0 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Oct. 29, 2014 | Jan. 31, 2016 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Ebates | Ebates | Equity Investments | Equity Investments | Equity Investments | Equity Investments | |
Subsequent Event | Future | Investment concentration risk | Investment concentration risk | |||
Subsequent Event | item | One individual company | ||||
item | ||||||
Reconciliation of financial assets measured at fair value on a recurring basis using Level 3 inputs | ' | ' | ' | ' | ' | ' |
Fair value at the beginning of the period | ' | ' | $8,875,000 | $5,166,000 | ' | ' |
Realized (net of fees) | ' | ' | 0 | -112,000 | ' | ' |
Change in Unrealized Estimated Value | ' | ' | 11,504,000 | 3,821,000 | ' | ' |
Decrease due to impairment of assets | ' | ' | 0 | 0 | ' | ' |
Increase due to purchase of shares | ' | ' | 0 | 0 | ' | ' |
Decrease in cost basis due to sale | ' | ' | 0 | 0 | ' | ' |
Decrease due to transfer from Level 3 to Level 1 or 2 | ' | ' | -19,631,000 | 0 | ' | ' |
Fair value at the end of the period | ' | ' | 748,000 | 8,875,000 | ' | ' |
Number of individual companies in which the entity has investments | ' | ' | ' | ' | 3 | 1 |
Fair value of equity investments on a gross basis | ' | ' | ' | ' | 20,379,000 | ' |
Fair value of management sharing | ' | ' | ' | ' | 2,965,000 | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | 96.00% |
Proceeds from sale of equity investments prior to management sharing | $17,720,000 | $1,911,000 | ' | ' | ' | ' |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 |
Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $11 | $11 | $1,703 | $30 | $25 | $7 | $26 | $142 | $1,755 | $200 |
Net earnings (loss) to common stockholders | $192 | $633 | $1,249 | ($1,219) | $322 | ($349) | ($555) | ($593) | $855 | ($1,175) |
Basic and diluted earnings (loss) per common share (in dollars per share) | $0.04 | $0.16 | $0.31 | ($0.30) | $0.08 | ($0.08) | ($0.14) | ($0.15) | $0.21 | ($0.29) |
Other_Financial_Information_De
Other Financial Information (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 09, 2014 |
Ebates | |||
Subsequent Event | |||
Components of other liabilities | ' | ' | ' |
Accrued compensation | $1,429,000 | $1,304,000 | ' |
CDRs | 10,437,000 | 11,306,000 | ' |
Other liabilities | 168,000 | 168,000 | ' |
Total other liabilities | 12,034,000 | 12,778,000 | ' |
Increase in CDR liability if Ebates transaction had closed before the quarter ended September 30, 2014 | ' | ' | $5,300,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Oct. 29, 2014 | Oct. 09, 2014 | Jan. 31, 2016 | Oct. 29, 2014 | |
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||
Ebates | Ebates | Ebates | Ebates | |||
Future | Windspeed | |||||
Management agreement With Windspeed | ||||||
Subsequent Events | ' | ' | ' | ' | ' | ' |
Proceeds from sale of equity investments prior to management sharing | ' | ' | $17,720,000 | ' | $1,911,000 | ' |
Equity investment proceeds net of management sharing | 1,590,000 | 112,000 | 15,145,000 | ' | ' | ' |
Payment for Management Sharing | ' | 17,000 | ' | ' | ' | 2,575,000 |
Increase in CDR liability if Ebates transaction had closed before the quarter ended September 30, 2014 | ' | ' | ' | $5,300,000 | ' | ' |