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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GlassBridge Enterprises Inc (CE) | USOTC:GLAE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.00 | 0.00 | 01:00:00 |
Delaware
|
|
41-1838504
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1099 Helmo Avenue N, Suite 250
Oakdale, Minnesota
|
|
55128
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer (Do not check if a smaller reporting company)
o
|
|
Smaller reporting company
þ
|
|
Emerging growth company
o
|
|
PAGE
|
|
|
EX-31.1
|
|
EX-31.2
|
|
EX-32.1
|
|
EX-32.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenue
|
|
$
|
8.0
|
|
|
$
|
8.8
|
|
|
$
|
17.4
|
|
|
$
|
18.4
|
|
Cost of goods sold
|
|
4.1
|
|
|
4.7
|
|
|
8.6
|
|
|
9.9
|
|
||||
Gross profit
|
|
3.9
|
|
|
4.1
|
|
|
8.8
|
|
|
8.5
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
4.7
|
|
|
7.7
|
|
|
9.9
|
|
|
16.6
|
|
||||
Research and development
|
|
0.7
|
|
|
2.2
|
|
|
1.9
|
|
|
4.7
|
|
||||
GBAM Fund expenses
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Restructuring and other
|
|
0.1
|
|
|
(0.6
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
||||
Total operating expenses
|
|
5.6
|
|
|
9.3
|
|
|
12.1
|
|
|
21.2
|
|
||||
Operating loss from continuing operations
|
|
(1.7
|
)
|
|
(5.2
|
)
|
|
(3.3
|
)
|
|
(12.7
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Net gain (loss) from GBAM Fund activities
|
|
(0.4
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||
Other income (expense), net
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
0.5
|
|
|
(0.5
|
)
|
||||
Total other income (expense)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
||||
Loss from continuing operations before income taxes
|
|
(2.3
|
)
|
|
(5.8
|
)
|
|
(3.5
|
)
|
|
(13.2
|
)
|
||||
Income tax benefit (provision)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||
Loss from continuing operations
|
|
(2.3
|
)
|
|
(5.9
|
)
|
|
(3.6
|
)
|
|
(13.2
|
)
|
||||
Gain (loss) from discontinued operations, net of income taxes
|
|
0.7
|
|
|
(1.2
|
)
|
|
0.3
|
|
|
(3.2
|
)
|
||||
Net loss including noncontrolling interest
|
|
(1.6
|
)
|
|
(7.1
|
)
|
|
(3.3
|
)
|
|
(16.4
|
)
|
||||
Less: Net loss attributable to noncontrolling interest
|
|
(0.3
|
)
|
|
(2.0
|
)
|
|
(0.3
|
)
|
|
(3.5
|
)
|
||||
Net loss attributable to GlassBridge Enterprises, Inc.
|
|
$
|
(1.3
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(12.9
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share attributable to GlassBridge common shareholders — basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.39
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(2.16
|
)
|
Discontinued operations
|
|
0.14
|
|
|
(0.24
|
)
|
|
0.06
|
|
|
(0.71
|
)
|
||||
Net loss
|
|
$
|
(0.25
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(2.87
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
5.1
|
|
|
5.0
|
|
|
5.1
|
|
|
4.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss including noncontrolling interest
|
|
$
|
(1.6
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(16.4
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net pension adjustments, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of adjustment for defined benefit plans recorded in net loss
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Total net pension adjustments
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net foreign currency translation:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized foreign currency translation gains (losses)
|
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Total net foreign currency translation
|
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total other comprehensive income (loss), net of tax
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss including noncontrolling interest
|
|
(1.4
|
)
|
|
(7.0
|
)
|
|
(3.3
|
)
|
|
(16.2
|
)
|
||||
Less: Comprehensive loss attributable to noncontrolling interest
|
|
(0.3
|
)
|
|
(2.0
|
)
|
|
(0.3
|
)
|
|
(3.5
|
)
|
||||
Comprehensive loss attributable to GlassBridge Enterprises, Inc.
|
|
$
|
(1.1
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(12.7
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
5.3
|
|
|
$
|
8.8
|
|
Short term investments
|
|
—
|
|
|
0.7
|
|
||
Accounts receivable, net
|
|
5.4
|
|
|
5.8
|
|
||
Inventories
|
|
2.7
|
|
|
3.5
|
|
||
Other current assets
|
|
2.2
|
|
|
2.1
|
|
||
Current assets of discontinued operations
|
|
1.6
|
|
|
0.5
|
|
||
Total current assets
|
|
17.2
|
|
|
21.4
|
|
||
Property, plant and equipment, net
|
|
0.5
|
|
|
0.8
|
|
||
Intangible assets, net
|
|
7.3
|
|
|
8.2
|
|
||
Other assets
|
|
7.0
|
|
|
6.9
|
|
||
Non-current assets of discontinued operations
|
|
1.5
|
|
|
2.9
|
|
||
Total assets
|
|
$
|
33.5
|
|
|
$
|
40.2
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5.3
|
|
|
$
|
6.1
|
|
Other current liabilities
|
|
15.5
|
|
|
16.7
|
|
||
Current liabilities of discontinued operations
|
|
6.2
|
|
|
5.3
|
|
||
Total current liabilities
|
|
27.0
|
|
|
28.1
|
|
||
Other liabilities
|
|
28.0
|
|
|
29.7
|
|
||
Other liabilities of discontinued operations
|
|
8.3
|
|
|
9.1
|
|
||
Total liabilities
|
|
63.3
|
|
|
66.9
|
|
||
Shareholders’ deficit:
|
|
|
|
|
||||
Preferred stock, $.01 par value, authorized 25 million shares, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 10 million shares, 5.7 million issued at June 30, 2018; 5.7 million issued at December 31, 2017
|
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
|
1,048.8
|
|
|
1,050.9
|
|
||
Accumulated deficit
|
|
(1,030.2
|
)
|
|
(1,027.5
|
)
|
||
Accumulated other comprehensive loss
|
|
(18.9
|
)
|
|
(18.9
|
)
|
||
Treasury stock, at cost: 0.5 million shares at June 30, 2018; 0.6 million shares at December 31, 2017
|
|
(24.6
|
)
|
|
(26.6
|
)
|
||
Total GlassBridge Enterprises, Inc. shareholders’ deficit
|
|
(24.8
|
)
|
|
(22.0
|
)
|
||
Noncontrolling interest
|
|
(5.0
|
)
|
|
(4.7
|
)
|
||
Total shareholders’ deficit
|
|
(29.8
|
)
|
|
(26.7
|
)
|
||
Total liabilities and shareholders’ deficit
|
|
$
|
33.5
|
|
|
$
|
40.2
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
Accounts receivable, net
|
|
$
|
5.4
|
|
|
$
|
5.8
|
|
Inventories
|
|
$
|
2.7
|
|
|
$
|
3.5
|
|
Other assets
|
|
$
|
2.6
|
|
|
$
|
2.9
|
|
Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5.0
|
|
|
$
|
5.6
|
|
Other current liabilities
|
|
$
|
8.9
|
|
|
$
|
9.1
|
|
Other liabilities
|
|
$
|
4.0
|
|
|
$
|
4.5
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net loss including noncontrolling interest
|
|
$
|
(3.3
|
)
|
|
$
|
(16.4
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1.2
|
|
|
2.1
|
|
||
Stock-based compensation
|
|
(0.3
|
)
|
|
—
|
|
||
Pension settlement and curtailments
|
|
0.2
|
|
|
—
|
|
||
Short term investment
|
|
0.7
|
|
|
18.7
|
|
||
Other, net
|
|
0.1
|
|
|
(0.4
|
)
|
||
Changes in operating assets and liabilities
|
|
(3.2
|
)
|
|
2.7
|
|
||
Net cash provided by (used in) operating activities
|
|
(4.6
|
)
|
|
6.7
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(0.2
|
)
|
|
(0.6
|
)
|
||
Purchase of equity securities
|
|
—
|
|
|
(4.0
|
)
|
||
Proceeds from sale of assets and business
|
|
—
|
|
|
0.2
|
|
||
Net cash used in investing activities
|
|
(0.2
|
)
|
|
(4.4
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Capital contributions from noncontrolling interest
|
|
—
|
|
|
4.0
|
|
||
Net cash provided by financing activities
|
|
—
|
|
|
4.0
|
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(4.8
|
)
|
|
6.3
|
|
||
Cash, cash equivalents and restricted cash — beginning of period
|
|
10.7
|
|
|
21.3
|
|
||
Cash, cash equivalents and restricted cash — end of period (a)
|
|
$
|
5.9
|
|
|
$
|
27.6
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash paid during the period:
|
|
|
|
|
||||
Income taxes (net of refunds received)
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
||||
Non-cash transaction with Clinton Group, Inc.
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
|
|
|
|
||||
(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
5.3
|
|
|
$
|
16.2
|
|
Restricted cash included in other current assets
|
|
0.2
|
|
|
0.2
|
|
||
Restricted cash included in current assets of discontinued operations
|
|
—
|
|
|
9.8
|
|
||
Non-current assets:
|
|
|
|
|
|
|
||
Restricted cash included in non-current assets of discontinued operations
|
|
0.4
|
|
|
1.4
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
5.9
|
|
|
$
|
27.6
|
|
•
|
Nexsan Business
: We made additional changes to our Nexsan Business operations during the fourth quarter of 2017 that further reduced operating expenses by approximately
40%
. These changes principally included downsizing
|
•
|
Legacy Business
: We settled a substantial majority of our litigation in 2017 which significantly reduces our forecasted expenditures for professional fees and related costs during the next twelve months.
|
•
|
Corporate
: We made further spending cuts in all areas including costs relating to the compensation of the members of our board, that are expected to reduce cash outflows by approximately
$0.5 million
in the next twelve months. Further, our current liabilities include
$5.5 million
of levies in Germany that we are disputing. We believe, based on communications from the German collection authorities, that these levy disputes will be settled in our favor within twelve months from the date these financial statements are issued or we will continue to dispute them under a process that will transpire over a period of more than twelve months from the date these financial statement are issued.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions, except for per share amounts)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(2.3
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(13.2
|
)
|
Less: loss attributable to noncontrolling interest
|
|
(0.3
|
)
|
|
(2.0
|
)
|
|
(0.3
|
)
|
|
(3.5
|
)
|
||||
Net loss from continuing operations attributable to GlassBridge Enterprises, Inc.
|
|
(2.0
|
)
|
|
(3.9
|
)
|
|
(3.3
|
)
|
|
(9.7
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
|
0.7
|
|
|
(1.2
|
)
|
|
0.3
|
|
|
(3.2
|
)
|
||||
Net loss attributable to GlassBridge Enterprises, Inc.
|
|
$
|
(1.3
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(12.9
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding during the period - basic and diluted
|
|
5.1
|
|
|
5.0
|
|
|
5.1
|
|
|
4.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share attributable to GlassBridge common shareholders — basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.39
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(2.16
|
)
|
Discontinued operations
|
|
0.14
|
|
|
(0.24
|
)
|
|
0.06
|
|
|
(0.71
|
)
|
||||
Net loss
|
|
$
|
(0.25
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(2.87
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from calculation
|
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenue
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
Cost of goods sold
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Gross profit
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Selling, general and administrative
|
|
0.3
|
|
|
0.9
|
|
|
0.7
|
|
|
2.9
|
|
||||
Restructuring and other
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Other (income) expense
|
|
(0.7
|
)
|
|
1.0
|
|
|
(0.7
|
)
|
|
0.9
|
|
||||
Loss from discontinued operations, before income taxes
|
|
0.6
|
|
|
(1.4
|
)
|
|
0.1
|
|
|
(3.4
|
)
|
||||
Income tax benefit
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
||||
Gain (Loss) from discontinued operations, net of income taxes
|
|
$
|
0.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.3
|
|
|
$
|
(3.2
|
)
|
(In millions)
|
|
Capacity Agreement
|
|
Developed Technology
|
|
Total
|
||||||
June 30, 2018
|
|
|
|
|
|
|
||||||
Cost
|
|
$
|
10.1
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
Accumulated amortization
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||
Intangible assets, net
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
Cost
|
|
$
|
10.1
|
|
|
$
|
4.3
|
|
|
$
|
14.4
|
|
Accumulated amortization
|
|
(1.9
|
)
|
|
(1.6
|
)
|
|
(3.5
|
)
|
|||
Impairment charges
|
|
—
|
|
|
(2.7
|
)
|
|
$
|
(2.7
|
)
|
||
Intangible assets, net
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
8.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amortization expense
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
(In millions)
|
|
2018
(Remainder) |
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
Amortization expense
|
|
$
|
1.0
|
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
$
|
0.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Restructuring Expense:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
Other
(1)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||
Total Restructuring
|
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Other Expense:
|
|
|
|
|
|
|
|
|
||||||||
Other
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||
Total Other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Total Restructuring and Other
|
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
(In millions)
|
|
Severance and Related
|
||
Accrued balance at December 31, 2017
|
|
$
|
0.3
|
|
Charges
|
|
—
|
|
|
Usage and payments
|
|
(0.1
|
)
|
|
Accrued balance at March 31, 2018
|
|
$
|
0.2
|
|
Charges
|
|
0.1
|
|
|
Usage and payments
|
|
(0.1
|
)
|
|
Accrued balance at June 30, 2018
|
|
$
|
0.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Stock-based compensation expense
|
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|||
Outstanding December 31, 2017
|
|
189,466
|
|
|
$
|
84.81
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Canceled
|
|
(60,243
|
)
|
|
94.37
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding June 30, 2018
|
|
129,223
|
|
|
$
|
80.35
|
|
Exercisable as of June 30, 2018
|
|
129,223
|
|
|
$
|
80.35
|
|
|
Six Months Ended
|
|||
|
June 30,
|
|||
|
2018
|
|
2017
|
|
Volatility
|
N/A
|
|
44.3
|
%
|
Risk-free interest rate
|
N/A
|
|
1.6
|
%
|
Expected life (months)
|
N/A
|
|
72
|
|
Dividend yield
|
N/A
|
|
—
|
|
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Nonvested as of December 31, 2017
|
|
213,982
|
|
|
$
|
3.53
|
|
Granted
|
|
160,146
|
|
|
1.13
|
|
|
Vested
|
|
(17,000
|
)
|
|
6.87
|
|
|
Forfeited
|
|
(45,992
|
)
|
|
4.86
|
|
|
Nonvested as of June 30, 2018
|
|
311,136
|
|
|
$
|
1.92
|
|
|
|
United States
|
|
United States
|
||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest cost
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
$
|
1.2
|
|
Expected return on plan assets
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||
Amortization of net actuarial loss
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||
Net periodic pension credit
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||
Settlement loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total pension (credit) cost
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
June 30, 2018
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
||||||||
Trading securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
|
December 31, 2017
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
||||||||
Trading securities
|
$
|
0.2
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
|
Treasury Shares
|
|
Balance as of December 31, 2017
|
|
633,939
|
|
Purchases
|
|
13,879
|
|
Restricted stock grants
|
|
(160,146
|
)
|
Forfeitures and other
|
|
46,838
|
|
Balance as of June 30, 2018
|
|
534,510
|
|
(In millions)
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance as of December 31, 2017
|
|
$
|
(18.2
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(18.9
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income, net of tax
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Net current period other comprehensive income
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Balance as of June 30, 2018
|
|
$
|
(18.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(18.9
|
)
|
|
|
Amounts Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Condensed Consolidated Statements of Operations Where (Gain) Loss is Presented
|
||||||||||||||
|
|
Three Months Ended
June 30,
|
|
Six Months Ended June 30,
|
|
|||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||||||
Amortization of net actuarial loss
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
Other income (expense)
|
Cumulative translation adjustment
|
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
Discontinued operations
|
||||
Total reclassifications for the period
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenue
|
|
|
|
|
|
|
|
|
||||||||
Nexsan Business
|
|
$
|
8.1
|
|
|
$
|
8.8
|
|
|
$
|
17.4
|
|
|
$
|
18.4
|
|
Asset Management Business
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total net revenue
|
|
$
|
8.0
|
|
|
$
|
8.8
|
|
|
17.4
|
|
|
$
|
18.4
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating income (loss) from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Nexsan Business
|
|
$
|
0.1
|
|
|
$
|
(3.6
|
)
|
|
$
|
0.2
|
|
|
$
|
(7.9
|
)
|
Asset Management Business
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(1.8
|
)
|
|
(1.7
|
)
|
||||
Total segment operating loss
|
|
(0.8
|
)
|
|
(4.4
|
)
|
|
(1.6
|
)
|
|
(9.6
|
)
|
||||
Corporate and unallocated
|
|
(0.8
|
)
|
|
(1.4
|
)
|
|
(1.6
|
)
|
|
(3.2
|
)
|
||||
Restructuring and other
|
|
(0.1
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||
Total operating loss
|
|
(1.7
|
)
|
|
(5.2
|
)
|
|
(3.3
|
)
|
|
(12.7
|
)
|
||||
Interest expense
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Net losses from GBAM Fund activities
|
|
(0.4
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||
Other income (expense), net
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
0.5
|
|
|
(0.5
|
)
|
||||
Loss from continuing operations before income taxes
|
|
$
|
(2.3
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(13.2
|
)
|
•
|
Net revenue from continuing operations of
$8.0 million
($8.1 million related to the Nexsan Business) for the three months ended
June 30, 2018
was down compared with
$8.8 million
(solely related to the Nexsan Business) in the same period last year. The decrease was primarily a result of our effort to optimize investment in sales and marketing, which was scaled back by approximately 42% year-over-year.
|
•
|
Operating loss from continuing operations was
$1.7 million
for the three months ended
June 30, 2018
compared to an operating loss of
$5.2 million
in the same period last year. This was an improvement of
$3.5 million
, primarily due to significant improvements in the Nexsan Business.
|
•
|
Basic and diluted loss per share from continuing operations was
$0.39
for the three months ended
June 30, 2018
, compared with a basic and diluted loss per share of
$0.78
for the same period last year.
|
•
|
Net revenue from continuing operations (solely related to the Nexsan Business) of
$17.4 million
for the six months ended
June 30, 2018
was down compared with
$18.4 million
in the same period last year or approximately 5.4%. The decrease was primarily a result of our effort to optimize investment in sales and marketing, which was scaled back by approximately 38% year-over-year.
|
•
|
Operating loss from continuing operations was
$3.3 million
for the six months ended
June 30, 2018
compared to an operating loss of
$12.7 million
in the same period last year. This was an improvement of
$9.4 million
, primarily due to significant improvements in the Nexsan Business and corporate general and administrative expenses.
|
•
|
Basic and diluted loss per share from continuing operations was
$0.65
for the six months ended
June 30, 2018
, compared with a basic and diluted loss per share of
$2.16
for the same period last year.
|
•
|
Cash and cash equivalents totaled
$5.3 million
at
June 30, 2018
compared with
$8.8 million
at
December 31, 2017
. The decrease in the cash balance of
$3.5 million
was primarily due to operating loss, $0.5 million in litigation settlement payments to CMC Magnetic Corp. (“CMC”) and $0.4 million of pension funding. See Note 15 -
Litigation, Commitments and Contingencies
in the Notes to Consolidated Financial Statements for additional information on the CMC settlement.
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Net revenue
|
|
$
|
8.0
|
|
|
$
|
8.8
|
|
|
(9.1
|
)%
|
|
$
|
17.4
|
|
|
$
|
18.4
|
|
|
(5.4
|
)%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Gross profit
|
|
$
|
3.9
|
|
|
$
|
4.1
|
|
|
(4.9
|
)%
|
|
$
|
8.8
|
|
|
$
|
8.5
|
|
|
3.5
|
%
|
Gross margin
|
|
48.8
|
%
|
|
46.6
|
%
|
|
|
|
50.6
|
%
|
|
46.2
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Selling, general and administrative
|
|
$
|
4.7
|
|
|
$
|
7.7
|
|
|
(39.0
|
)%
|
|
$
|
9.9
|
|
|
$
|
16.6
|
|
|
(40.4
|
)%
|
As a percent of revenue
|
|
58.8
|
%
|
|
87.5
|
%
|
|
|
|
56.9
|
%
|
|
90.2
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Research and development
|
|
$
|
0.7
|
|
|
$
|
2.2
|
|
|
(68.2
|
)%
|
|
$
|
1.9
|
|
|
$
|
4.7
|
|
|
(59.6
|
)%
|
As a percent of revenue
|
|
8.8
|
%
|
|
25.0
|
%
|
|
|
|
10.9
|
%
|
|
25.5
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Restructuring and other
|
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
(116.7
|
)%
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
(200.0
|
)%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Operating loss from continuing operations
|
|
$
|
(1.7
|
)
|
|
$
|
(5.2
|
)
|
|
(67.3
|
)%
|
|
$
|
(3.3
|
)
|
|
$
|
(12.7
|
)
|
|
(74.0
|
)%
|
As a percent of revenue
|
|
(21.3
|
)%
|
|
(59.1
|
)%
|
|
|
|
(19.0
|
)%
|
|
(69.0
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Interest expense
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
NM
|
|
|
(0.2
|
)
|
|
—
|
|
|
NM
|
|
||
Net gain (loss) from GBAM Fund activities
|
|
(0.4
|
)
|
|
—
|
|
|
NM
|
|
|
(0.5
|
)
|
|
—
|
|
|
NM
|
|
||||
Other income (expense), net
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(83.3
|
)%
|
|
0.5
|
|
|
(0.5
|
)
|
|
(200.0
|
)%
|
||||
Total other income (expense)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.6
|
)
|
|
—
|
%
|
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
|
(60.0
|
)%
|
As a percent of revenue
|
|
(7.5
|
)%
|
|
(6.8
|
)%
|
|
|
|
(1.1
|
)%
|
|
(2.7
|
)%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
|||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
|||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
|||||||||||
Income tax benefit (provision)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
(100.0
|
)%
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
NM
|
Effective tax rate
|
|
0.0
|
%
|
|
1.7
|
%
|
|
|
|
0.5
|
%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
|
June 30,
|
|
||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||
Net revenue
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
Cost of goods sold
|
|
1.3
|
|
|
—
|
|
|
|
1.3
|
|
|
—
|
|
|
||||
Gross profit
|
|
0.1
|
|
|
—
|
|
|
|
0.1
|
|
|
—
|
|
|
||||
Selling, general and administrative
|
|
0.3
|
|
|
0.9
|
|
|
|
0.7
|
|
|
2.9
|
|
|
||||
Restructuring and other
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
|
—
|
|
|
(0.4
|
)
|
|
||||
Other (income) expense
|
|
(0.7
|
)
|
|
1.0
|
|
|
|
(0.7
|
)
|
|
0.9
|
|
|
||||
Loss from discontinued operations, before income taxes
|
|
0.6
|
|
|
(1.4
|
)
|
|
|
0.1
|
|
|
(3.4
|
)
|
|
||||
Income tax benefit
|
|
0.1
|
|
|
0.2
|
|
|
|
0.2
|
|
|
0.2
|
|
|
||||
Loss from discontinued operations, net of income taxes
|
|
$
|
0.7
|
|
|
$
|
(1.2
|
)
|
|
|
$
|
0.3
|
|
|
$
|
(3.2
|
)
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Net revenue
|
|
$
|
8.1
|
|
|
$
|
8.8
|
|
|
(8.0
|
)%
|
|
$
|
17.4
|
|
|
$
|
18.4
|
|
|
(5.4
|
)%
|
Operating income (loss)
|
|
$
|
0.1
|
|
|
$
|
(3.6
|
)
|
|
(102.8
|
)%
|
|
0.2
|
|
|
(7.9
|
)
|
|
(102.5
|
)%
|
||
As a percent of revenue
|
|
1.2
|
%
|
|
(40.9
|
)%
|
|
|
|
1.1
|
%
|
|
(42.9
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Net revenue
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
NM
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
NM
|
|
Operating loss
|
|
$
|
(0.9
|
)
|
|
$
|
(0.8
|
)
|
|
12.5
|
%
|
|
$
|
(1.8
|
)
|
|
$
|
(1.7
|
)
|
|
5.9
|
%
|
Net gain (loss) from GBAM Fund activities
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
NM
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
NM
|
|
As a percent of revenue
|
|
NM
|
|
|
NM
|
|
|
|
|
NM
|
|
|
NM
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||||
Corporate and unallocated operating loss
|
|
$
|
(0.8
|
)
|
|
$
|
(1.4
|
)
|
|
(42.9
|
)%
|
|
$
|
(1.6
|
)
|
|
$
|
(3.2
|
)
|
|
(50.0
|
)%
|
Restructuring and other
|
|
(0.1
|
)
|
|
0.6
|
|
|
(116.7
|
)%
|
|
(0.1
|
)
|
|
0.1
|
|
|
(200.0
|
)%
|
||||
Total
|
|
$
|
(0.9
|
)
|
|
$
|
(0.8
|
)
|
|
|
|
$
|
(1.7
|
)
|
|
$
|
(3.1
|
)
|
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(3.3
|
)
|
|
$
|
(16.4
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1.2
|
|
|
2.1
|
|
||
Stock-based compensation
|
|
(0.3
|
)
|
|
—
|
|
||
Pension settlement and curtailments
|
|
0.2
|
|
|
—
|
|
||
Short term investment
|
|
0.7
|
|
|
18.7
|
|
||
Other, net
|
|
0.1
|
|
|
(0.4
|
)
|
||
Changes in operating assets and liabilities
|
|
(3.2
|
)
|
|
2.7
|
|
||
Net cash provided by (used in) operating activities
|
|
$
|
(4.6
|
)
|
|
$
|
6.7
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
||||
Capital expenditures
|
|
$
|
(0.2
|
)
|
|
$
|
(0.6
|
)
|
Proceeds from sale of assets and business
|
|
—
|
|
|
0.2
|
|
||
Purchase of equity securities
|
|
—
|
|
|
(4.0
|
)
|
||
Net cash used in investing activities
|
|
$
|
(0.2
|
)
|
|
$
|
(4.4
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
||||
Capital contributions from noncontrolling interest
|
|
—
|
|
|
4.0
|
|
||
Net cash provided by financing activities
|
|
$
|
—
|
|
|
$
|
4.0
|
|
Exhibit Number
|
|
Description of Exhibit
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101
|
|
The following financial information from GlassBridge Enterprises, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
|
|
GLASSBRIDGE ENTERPRISES, INC.
|
Date:
|
August 14, 2018
|
|
/s/ Danny Zheng
|
|
|
|
Name: Danny Zheng
|
|
|
|
Title: Interim Chief Executive Officer and Chief Financial Officer
(duly authorized officer and principal financial officer)
|
1 Year GlassBridge Enterprises (CE) Chart |
1 Month GlassBridge Enterprises (CE) Chart |
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