(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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41-1838504
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1099 Helmo Ave. N., Suite 250
Oakdale, Minnesota
(Address of principal executive offices)
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55128
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 per share
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New York Stock Exchange, Inc.;
Chicago Stock Exchange, Incorporated
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Business.
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•
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In October 2015, we acquired substantially all of the equity of Connected Data, Inc. ("CDI");
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•
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During the third quarter of 2015, we significantly revised our business strategy by narrowing our product portfolio and reducing our operating expenses;
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•
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In December 2015, we amended our cash investment policy to permit investment activity in public company stock, index funds, mutual funds and other investment funds that offer attractive returns without significantly compromising liquidity, at all times considering the applicable risks;
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•
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In January 2016, the Board approved investing up to 25% of the Company’s cash in investment funds with the focus on producing attractive risk-adjusted rates of return while maintaining liquidity;
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•
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In the first quarter 2016, we entered into subscription agreements to invest up to $35 million of our excess cash in the Clinton Lighthouse Equity Strategies Fund (Offshore) Ltd. (“Clinton Lighthouse”). Clinton Lighthouse is a market neutral, statistical arbitrage fund which provides daily liquidity to its investors, which is managed by Clinton. Clinton waived its customary management fee and agreed to receive incentive compensation in connection with the subscription agreements. Our investment in Clinton Lighthouse is now included in the overall capacity offered to GBAM under the Capacity and Services Transaction;
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•
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In January 2016, we completed the sale of our former corporate headquarters facility in Oakdale, Minnesota, to Larson Family Real Estate LLP for a gross sale price of $11.5 million, with net proceeds of $11.0 million;
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•
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In January 2016, we sold our Memorex trademark and two associated trademark licenses to DPI Inc. for $9.4 million; and
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•
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In February 2016, we sold our IronKey business to Kingston Digital, Inc. and DataLocker Inc. pursuant to two asset purchase agreements. To Kingston Digital, Inc., we sold the assets representing the Company’s business of developing, designing, manufacturing and selling IronKey mobile security solutions. This includes Windows to Go USB flash drives, Windows to Go use cases and encrypted USB flash drives and external USB hard drives. The sale specifically excluded the software and services aspect of the IronKey business. Kingston Digital, Inc. paid a purchase price of $4.3 million at closing for certain assets, including inventory, and the Company retained accounts receivable and accounts payable relating to that business. To DataLocker, we sold the assets of the Company’s business of software and services for its IronKey products, including services related to Windows to Go USB flash drives. DataLocker paid a purchase price of $0.4 million at closing and agreed to assume certain service obligations in the amount of approximately $2.0 million, as well as to pay to the Company earn-outs in the event certain service revenue targets are achieved. In December 2016, the Company signed a new agreement with DataLocker to receive a one-time payment of
$0.2 million
and acknowledges that no further consideration shall be due or payable.
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•
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The Unity line is a unified storage solution with secure enterprise file sync and share. A single platform at a single price delivers superior business productivity and data mobility.
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•
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The E-Series SAN storage solutions are ultra-dense and super-efficient, enabling users to shrink their storage footprint, save on power, and spend less time managing and more on improving their business.
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•
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The Beast line is a practical, cost-optimized storage device engineered to deliver superior reliability, availability, and density with 480TB in a standard 4U rack, enabling customers to stay ahead of high volume applications such as backup, archive and digital video surveillance.
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•
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The Assureon line is a secure archive solution. It protects high-value data and meets any file integrity, security, privacy and compliance requirement while reducing storage costs.
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Item 1A.
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Risk Factors.
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•
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our ability to launch successfully our Asset Management Business on our expected timeline;
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•
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the success of our Nexsan Business, and in particular, the anticipated benefits of the NXSN Transaction;
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•
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the costs associated with legal activities, including litigation, arising in the course of our business activities and our ability to prevail in any such legal action;
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•
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the success of investments we have made or may make in joint ventures;
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•
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the effect of any acquisitions that we may make in the future;
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•
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the filing, prosecution and enforcement of our intellectual property; and
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•
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disruption of the global financial and credit markets.
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•
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potential disruption of our ongoing business and distraction of management;
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•
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difficulty integrating the operations and products of the acquired business;
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•
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use of cash to fund the acquisition or for unanticipated expenses;
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•
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limited market experience in new businesses;
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•
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exposure to unknown liabilities, including litigation against the companies that we acquire;
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•
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additional costs due to differences in culture, geographical locations and duplication of key talent;
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•
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delays associated with or resources being devoted to regulatory review and approval and other ongoing compliance matters;
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•
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acquisition-related accounting charges affecting our balance sheet and operations;
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•
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difficulty integrating the financial results of the acquired business in our consolidated financial statements;
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•
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controls in the acquired business;
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•
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potential impairment of goodwill;
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•
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dilution to our current stockholders from the potential issuance of equity securities to consummate a proposed acquisition; and
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•
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potential loss of key employees or customers of the acquired company.
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•
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actual or anticipated fluctuations in our operating results;
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•
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actions by our competitors;
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•
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developments with respect to patents or proprietary rights;
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•
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litigation;
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changes in key personnel;
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•
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market conditions and trends in the businesses and industries in which we operate;
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•
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contraction in our operating results or growth rates;
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•
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the potential impact of activist investors;
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•
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changes in financial estimates by securities analysts relating specifically to us or the industries in which we participate in general; and
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•
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any future guidance we may provide to the public, any changes in such guidance or any difference between our guidance and actual results.
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•
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a number of our competitors have greater financial, technical, marketing and other resources and more personnel than we do;
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•
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some of our funds may not perform as well as competitors’ funds or other available investment products;
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•
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several of our competitors have significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities;
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•
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some of our competitors may have a lower cost of capital;
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•
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some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;
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•
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some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do;
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•
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some of our competitors may have more flexibility than us in raising certain types of investment funds;
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•
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some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make;
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•
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some of our competitors may be more successful than us in the development and implementation of new technology to address investor demand for product and strategy innovation;
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•
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there are relatively few barriers to entry impeding new alternative asset fund management firms, and the successful efforts of new entrants into our various businesses is expected to continue to result in increased competition;
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•
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some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do;
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•
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some investors may prefer to invest with an investment manager that is not publicly traded or is of a different size; and
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•
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other industry participants will from time to time seek to recruit our investment professionals and other employees away from us.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Facility
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Function
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Segment(s)
Using Space
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Oakdale, Minnesota (leased)
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Corporate Headquarters, Administrative
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Corporate, Asset Management
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Thousand Oaks, California (leased)
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Sales, Assembly, Administrative
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Nexsan
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Campbell, California (leased)
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Engineering, Administrative
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Nexsan
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Escondido, California (leased)
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Technical Support, Warranty
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Nexsan
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Montreal, Canada (leased)
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Engineering, Administrative
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Nexsan
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Barn, United Kingdom (leased)
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Engineering
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Nexsan
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Derby, United Kingdom (leased)
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Sales, Assembly, Administrative
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Nexsan
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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2016 Sales Prices
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2015 Sales Prices
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First quarter
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$
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16.60
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$
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6.10
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$
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43.50
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$
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34.80
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Second quarter
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$
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18.10
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$
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12.50
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$
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47.50
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$
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36.30
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Third quarter
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$
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13.20
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$
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6.00
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$
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43.60
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$
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20.40
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Fourth quarter
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$
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12.60
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$
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4.70
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$
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27.00
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$
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12.50
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(a)
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(b)
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(c)
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|||||
Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs
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|||||
October 1, 2016 - October 31, 2016
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453
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$
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5.30
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—
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200,454
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November 1, 2016 - November 30, 2016
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—
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—
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—
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200,454
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December 1, 2016 - December 31, 2016
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342
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9.90
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24,086
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176,368
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Total
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795
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$
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7.30
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24,086
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176,368
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Item 6.
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Selected Financial Data.
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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•
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In October 2015, we acquired substantially all of the equity of Connected Data, Inc. ("CDI");
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•
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During the third quarter of 2015, we significantly revised our business strategy by narrowing our product portfolio and reducing our operating expenses;
|
•
|
In December 2015, we amended our cash investment policy to permit investment activity in public company stock, index funds, mutual funds and other investment funds that offer attractive returns without significantly compromising liquidity, at all times considering the applicable risks;
|
•
|
In January 2016, the Board approved investing up to 25% of the Company’s cash in investment funds with the focus on producing attractive risk-adjusted rates of return while maintaining liquidity;
|
•
|
In the first quarter 2016, we entered into subscription agreements to invest up to $35 million of our excess cash in the Clinton Lighthouse Equity Strategies Fund (Offshore) Ltd. (“Clinton Lighthouse”). Clinton Lighthouse is a market neutral, statistical arbitrage fund which provides daily liquidity to its investors, which is managed by Clinton. Clinton waived its customary management fee and agreed to receive incentive compensation in connection with the subscription agreements. Our investment in Clinton Lighthouse is now included in the overall capacity offered to GBAM under the Capacity and Services Transaction;
|
•
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In January 2016, we completed the sale of our former corporate headquarters facility in Oakdale, Minnesota, to Larson Family Real Estate LLP for a gross sale price of $11.5 million, with net proceeds of approximately $11 million;
|
•
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In January 2016, we sold our Memorex trademark and two associated trademark licenses to DPI Inc. for $9.4 million; and
|
•
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In February 2016, we sold our IronKey business to Kingston Digital, Inc. and DataLocker Inc. in two asset purchase agreements. To Kingston Digital, Inc., we sold the assets representing the Company’s business of developing, designing, manufacturing and selling IronKey mobile security solutions. This includes Windows to Go USB flash drives, Windows to Go use cases and encrypted USB flash drives and external USB hard drives. The sale specifically excluded the software and services aspect of the IronKey business. Kingston Digital, Inc. paid a purchase price of $4.3 million at closing for certain assets, including inventory, and the Company retained accounts receivable and accounts payable relating to that business. To DataLocker, we sold the assets of the Company’s business of software and services for its IronKey products, including services related to Windows to Go USB flash drives. DataLocker paid a purchase price of $0.4 million at closing and agreed to assume certain service obligations in the amount of approximately $2.0 million, as well as to pay to the Company's earn-outs obligations in the event certain service revenue targets are achieved. In December 2016, the Company signed a new agreement with DataLocker to receive a one-time payment of
$0.2 million
and acknowledges that no further consideration shall be due or payable
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•
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Revenue of
$44.1 million
in
2016
was down
29.8 percent
compared with revenue of
$62.8 million
in
2015
. The revenue was solely from the Nexsan business segment. The decrease was a result of the strategic decision to exit certain underperforming regions and low-margin portions of the business. As we wound down our Legacy Business in the regions, Nexsan absorbed the fixed overhead which would have otherwise been shared by the Legacy Businesses. As a result, Nexsan was no longer profitable in such regions.
|
•
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Gross margin was
44.0 percent
in
2016
and
39.3 percent
in
2015
. The improvement was primarily driven by production cost improvements, price optimization programs and product mix changes.
|
•
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Selling, general and administrative expense was
$34.9 million
in
2016
, down
$24.2 million
compared with
$59.1 million
in
2015
. The decrease from prior year is due to Nexsan and Corporate cost reductions. The corporate cost reduction is primarily due to the decreases in IT spending, executive compensation as well as headcount reductions. Nexsan cost reduction is primarily due to headcount reductions.
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•
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Research and development expense was
$11.9 million
in
2016
compared with
$12.2 million
in
2015
. The R&D expense is for the Nexsan business. While the spending was almost flat year over year, Nexsan has focused its investment in the new Unity product to drive the future revenue growth.
|
•
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Restructuring and other expense was
$7.6 million
in
2016
compared to
$36.5 million
in
2015
. Restructuring and other expense in
2016
was primarily related to severance costs of $0.6 million, pension expense of $2.9 million and consulting fees and other fees of $4.1 million associated with the Corporate wind-down and Nexsan process improvement.
2015
restructuring and other expense includes asset disposals of $24.6 million, restructuring charges of $5.1 million, pension expense of $1.6 million and other expense of $5.2 million.
|
•
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Operating loss from continuing operations was
$35.0 million
in
2016
compared to
$140.9 million
in
2015
. Operating loss from continuing operations in 2015 includes a goodwill impairment charge of $28.1 million and intangible asset impairments of $29.7 million.
|
•
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Other expense was
$4.7 million
in
2016
, compared with
$(1.9) million
in
2015
. The increase was primarily due to losses in our short term investments.
|
•
|
The income tax provision was
$(0.1) million
in
2016
as compared to
$0.1 million
benefit in
2015
. The 2016 expense was offset by a tax benefit attributed to discontinued operations.
|
•
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Diluted loss per share from continuing operations was
$10.76
for
2016
compared with
$35.68
for
2015
.
|
•
|
Cash and cash equivalents totaled
$10.0 million
as of
December 31, 2016
, with an additional
$22.0 million
in short term investment compared with
$70.4 million
cash and no short term investment at
December 31, 2015
.
|
•
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Cash used in operating activities was
$84.8 million
in
2016
compared with cash used in operating activities of
$17.8 million
in
2015
. Cash used in operating activities in
2016
was primarily related to the investment in Nexsan, corporate operating expense & restructuring, short term investments as well as the working capital changes. See Analysis of Cash Flows section below for further information.
|
•
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Cash from investing activities of $22 million was related to the asset monetization of real estate properties, the Memorex brand and divesting the IronKey business.
|
•
|
Cash used in financing activities was
$0.4 million
in
2016
compared with cash used in financing activities of
$20.2 million
in
2015
. Cash used in financing activities in 2015 was primarily related to the credit facility loan pay off.
|
|
Years Ended December 31,
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Percent Change
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|||||||||
|
2016
|
|
2015
|
|
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2016 vs. 2015
|
|
|||||
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(In millions)
|
|
|
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||||||||
Net revenue
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$
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44.1
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|
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$
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62.8
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|
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(29.8
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)%
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|
|
Years Ended December 31,
|
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Percent Change
|
|||||||||
|
2016
|
|
2015
|
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2016 vs. 2015
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|
|||||
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(In millions)
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|
||||||||
Gross profit
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$
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19.4
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$
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24.7
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(21.5
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)%
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Gross margin
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44.0
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%
|
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39.3
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%
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
2016 vs. 2015
|
|
|||||
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(In millions)
|
|
|
|
||||||||
Selling, general and administrative
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$
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34.9
|
|
|
$
|
59.1
|
|
|
|
(40.9
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)%
|
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As a percent of revenue
|
79.1
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%
|
|
94.1
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%
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
2016 vs. 2015
|
|
|||||
|
(In millions)
|
|
|
|
||||||||
Research and development
|
$
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11.9
|
|
|
$
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12.2
|
|
|
|
(2.5
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)%
|
|
As a percent of revenue
|
27.0
|
%
|
|
19.4
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Goodwill impairment
|
$
|
—
|
|
|
$
|
28.1
|
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Restructuring
|
|
|
|
|
||||
Severance and related
|
$
|
0.6
|
|
|
$
|
5.1
|
|
|
Total restructuring
|
$
|
0.6
|
|
|
$
|
5.1
|
|
|
Other
|
|
|
|
|
||||
Acquisition and integration related costs
|
—
|
|
|
0.5
|
|
|
||
Pension settlement/curtailment (Note 9)
|
2.9
|
|
|
1.6
|
|
|
||
Asset disposals / write down
|
0.1
|
|
|
24.6
|
|
|
||
Other
|
4.0
|
|
|
4.7
|
|
|
||
Total
|
$
|
7.6
|
|
|
$
|
36.5
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
2016 vs. 2015
|
|
|||||
|
(In millions)
|
|
|
|
||||||||
Operating loss
|
$
|
(35.0
|
)
|
|
$
|
(140.9
|
)
|
|
|
(75.2
|
)%
|
|
As a percent of revenue
|
(79.4
|
)%
|
|
(224.4
|
)%
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
2016 vs. 2015
|
|
|||||
|
(In millions)
|
|
|
|
||||||||
Interest income
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
|
(50.0
|
)%
|
|
Interest expense
|
—
|
|
|
(2.7
|
)
|
|
|
(100.0
|
)%
|
|
||
Other, net
|
(4.9
|
)
|
|
0.4
|
|
|
|
NM
|
|
|
||
Total
|
$
|
(4.7
|
)
|
|
$
|
(1.9
|
)
|
|
|
147.4
|
%
|
|
As a percent of revenue
|
(10.7
|
)%
|
|
(3.0
|
)%
|
|
|
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Income tax (provision) benefit
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
Effective tax rate
|
NM
|
|
|
NM
|
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Net revenue
|
$
|
2.0
|
|
|
$
|
466.4
|
|
|
|
|
|
|
|
||||
Gain (loss) on sale of discontinued businesses
|
3.8
|
|
|
11.8
|
|
|
||
Loss from operations of discontinued businesses, before income taxes
|
(89.9
|
)
|
|
(50.5
|
)
|
|
||
Income tax (provision) benefit
|
0.7
|
|
|
(12.6
|
)
|
|
||
Loss from discontinued businesses, net of income taxes
|
$
|
(85.4
|
)
|
|
$
|
(51.3
|
)
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
2016 vs. 2015
|
|
|||||
|
(In millions)
|
|
|
|
||||||||
Net revenue
|
$
|
44.1
|
|
|
$
|
62.8
|
|
|
|
(29.8
|
)%
|
|
Operating (loss)
|
(17.5
|
)
|
|
(25.4
|
)
|
|
|
(31.1
|
)%
|
|
||
|
|
|
|
|
|
|
|
|||||
As a percent of revenue
|
(39.7
|
)%
|
|
(40.4
|
)%
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
2016 vs. 2015
|
|
|||||
|
(In millions)
|
|
|
|
||||||||
Corporate and unallocated Operating (loss)
|
$
|
(9.9
|
)
|
|
$
|
(21.2
|
)
|
|
|
(53.3
|
)%
|
|
Goodwill impairment
|
—
|
|
|
(28.1
|
)
|
|
|
(100.0
|
)%
|
|
||
Intangible impairment
|
—
|
|
|
(29.7
|
)
|
|
|
(100.0
|
)%
|
|
||
Restructuring and other
|
(7.6
|
)
|
|
(36.5
|
)
|
|
|
(79.2
|
)%
|
|
||
Total
|
(17.5
|
)
|
|
(115.5
|
)
|
|
|
(84.8
|
)%
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Net loss
|
$
|
(125.2
|
)
|
|
$
|
(194.0
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
79.1
|
|
|
131.7
|
|
|
||
Changes in operating assets and liabilities
|
(38.7
|
)
|
|
44.5
|
|
|
||
Net cash provided by (used in) operating activities
|
$
|
(84.8
|
)
|
|
$
|
(17.8
|
)
|
|
•
|
Approximately $15 million investment in Nexsan to drive growth of the Unity product
|
•
|
Approximately $10 million for corporate operating expenses
|
•
|
Approximately $8 million for restructuring and other primarily relating to corporate wind down
|
•
|
Approximately $5 million operating expense related to discontinued operations.
|
•
|
Approximately $19 million subscription of Clinton Lighthouse fund (net of redemptions), $3 million invested in trading securities and $5 million loss in short term investments.
|
•
|
A change of working capital of approximately $17 million, primarily related to the legacy business wind down
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Capital expenditures
|
$
|
(0.8
|
)
|
|
$
|
(3.0
|
)
|
|
Proceeds from sale of assets and business
|
25.8
|
|
|
3.3
|
|
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(3.1
|
)
|
|
||
Net cash provided by (used in) investing activities
|
$
|
25.0
|
|
|
$
|
(2.8
|
)
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Purchase of treasury stock
|
$
|
(0.2
|
)
|
|
$
|
(1.7
|
)
|
|
Debt borrowings
|
—
|
|
|
16.5
|
|
|
||
Debt repayments
|
(0.2
|
)
|
|
(35.0
|
)
|
|
||
Exercise of stock options
|
—
|
|
|
—
|
|
|
||
Net cash used in financing activities
|
$
|
(0.4
|
)
|
|
$
|
(20.2
|
)
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
For the Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions, except per share amounts)
|
||||||
Net revenue
|
$
|
44.1
|
|
|
$
|
62.8
|
|
Cost of goods sold
|
24.7
|
|
|
38.1
|
|
||
Gross profit
|
19.4
|
|
|
24.7
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
34.9
|
|
|
59.1
|
|
||
Research and development
|
11.9
|
|
|
12.2
|
|
||
Impaired Charges:
|
|
|
|
||||
Goodwill
|
—
|
|
|
28.1
|
|
||
Other Intangibles
|
—
|
|
|
29.7
|
|
||
Restructuring and other
|
7.6
|
|
|
36.5
|
|
||
Total
|
54.4
|
|
|
165.6
|
|
||
Operating loss from continuing operations
|
(35.0
|
)
|
|
(140.9
|
)
|
||
Other income (expense)
|
|
|
|
||||
Interest income
|
0.2
|
|
|
0.4
|
|
||
Interest expense
|
—
|
|
|
(2.7
|
)
|
||
Other income (expense), net
|
(4.9
|
)
|
|
0.4
|
|
||
Total
|
(4.7
|
)
|
|
(1.9
|
)
|
||
Loss from continuing operations before income taxes
|
(39.7
|
)
|
|
(142.8
|
)
|
||
Income tax (provision) benefit
|
(0.1
|
)
|
|
0.1
|
|
||
Loss from continuing operations
|
(39.8
|
)
|
|
(142.7
|
)
|
||
Discontinued operations:
|
|
|
|
||||
Loss from discontinued operations, net of income taxes
|
(13.4
|
)
|
|
(63.1
|
)
|
||
Gain on sale of discontinued businesses
|
3.8
|
|
|
11.8
|
|
||
Reclassification of cumulative translation adjustment
|
(75.8
|
)
|
|
—
|
|
||
Loss from discontinued operations
|
(85.4
|
)
|
|
(51.3
|
)
|
||
Net loss
|
$
|
(125.2
|
)
|
|
$
|
(194.0
|
)
|
Loss per common share — basic and diluted:
|
|
|
|
||||
Continuing operations
|
$
|
(10.76
|
)
|
|
$
|
(35.68
|
)
|
Discontinued operations
|
(23.08
|
)
|
|
(12.82
|
)
|
||
Net loss
|
(33.84
|
)
|
|
(48.50
|
)
|
||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic and diluted
|
3.7
|
|
|
4.0
|
|
|
For the Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Net loss
|
$
|
(125.2
|
)
|
|
$
|
(194.0
|
)
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Net unrealized (losses) gains on derivative financial instruments:
|
|
|
|
||||
Net holding gains (losses) arising during the period
|
—
|
|
|
(1.4
|
)
|
||
Reclassification adjustment for net realized (gains) losses recorded in net loss
|
—
|
|
|
(3.7
|
)
|
||
Total net unrealized (losses) gains on derivative financial instruments
|
—
|
|
|
(5.1
|
)
|
||
|
|
|
|
||||
Net pension adjustments, net of tax:
|
|
|
|
||||
Liability adjustments for defined benefit pension plans
|
(2.7
|
)
|
|
(1.5
|
)
|
||
Reclassification of adjustments for defined benefit plans recorded in net loss
|
3.2
|
|
|
2.0
|
|
||
Total net pension adjustments
|
0.5
|
|
|
0.5
|
|
||
|
|
|
|
||||
Net foreign currency translation:
|
|
|
|
||||
Unrealized foreign currency translation losses
|
(0.8
|
)
|
|
(6.7
|
)
|
||
Realized cumulative translation adjustments from disposal of businesses
|
75.8
|
|
|
—
|
|
||
Total net foreign currency translation
|
75.0
|
|
|
(6.7
|
)
|
||
|
|
|
|
||||
Total other comprehensive income (loss), net of tax
|
75.5
|
|
|
(11.3
|
)
|
||
|
|
|
|
||||
Comprehensive loss
|
$
|
(49.7
|
)
|
|
$
|
(205.3
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions, except per
|
||||||
|
share amounts)
|
||||||
ASSETS
|
|||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10.0
|
|
|
$
|
70.4
|
|
Short term investments
|
22.0
|
|
|
—
|
|
||
Accounts receivable, net
|
7.7
|
|
|
9.8
|
|
||
Inventories
|
4.1
|
|
|
8.1
|
|
||
Assets held for sale
|
—
|
|
|
11.0
|
|
||
Other current assets
|
3.2
|
|
|
8.1
|
|
||
Current assets of discontinued operations
|
10.5
|
|
|
44.3
|
|
||
Total current assets
|
57.5
|
|
|
151.7
|
|
||
Property, plant and equipment, net
|
2.8
|
|
|
4.2
|
|
||
Intangible assets, net
|
3.4
|
|
|
4.2
|
|
||
Goodwill
|
3.8
|
|
|
3.8
|
|
||
Other assets
|
1.0
|
|
|
0.8
|
|
||
Non-current assets of discontinued operations
|
2.8
|
|
|
3.7
|
|
||
Total assets
|
$
|
71.3
|
|
|
$
|
168.4
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
7.1
|
|
|
$
|
5.0
|
|
Other current liabilities
|
16.0
|
|
|
30.5
|
|
||
Current liabilities of discontinued operations
|
39.7
|
|
|
74.6
|
|
||
Total current liabilities
|
62.8
|
|
|
110.1
|
|
||
Other liabilities
|
29.4
|
|
|
27.0
|
|
||
Other liabilities of discontinued operations
|
4.4
|
|
|
6.9
|
|
||
Total liabilities
|
96.6
|
|
|
144.0
|
|
||
Shareholders’ equity (deficit)
|
|
|
|
||||
Preferred stock, $.01 par value, authorized 25 million shares, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 10 million shares, 4.4 million issued
|
—
|
|
|
0.4
|
|
||
Additional paid-in capital
|
1,042.8
|
|
|
1,042.0
|
|
||
Accumulated deficit
|
(1,019.1
|
)
|
|
(893.9
|
)
|
||
Accumulated other comprehensive loss
|
(20.6
|
)
|
|
(96.1
|
)
|
||
Treasury stock, at cost 0.7 million shares at December 31,2016; 0.7 million shares at December 31, 2015
|
(28.4
|
)
|
|
(28.0
|
)
|
||
Total shareholders’ equity (deficit)
|
(25.3
|
)
|
|
24.4
|
|
||
Total liabilities and shareholders’ equity
|
$
|
71.3
|
|
|
$
|
168.4
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders’
Equity
|
||||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||||||
Balance as of December 31, 2014
|
$
|
0.4
|
|
|
$
|
1,034.6
|
|
|
$
|
(699.9
|
)
|
|
$
|
(84.8
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
240.8
|
|
Net loss
|
|
|
|
|
|
|
(194.0
|
)
|
|
|
|
|
|
|
|
(194.0
|
)
|
||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||||||||||
Restricted stock grants and other
|
|
|
|
3.8
|
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
0.6
|
|
||||||
Value of shares received in TDK transaction
|
|
|
|
|
|
|
|
|
(13.6
|
)
|
|
(13.6
|
)
|
||||||||||
Issuance of stock for acquisition
|
|
|
2.6
|
|
|
|
|
|
|
|
|
2.6
|
|
||||||||||
Contingent consideration in shares
|
|
|
0.6
|
|
|
|
|
|
|
|
|
0.6
|
|
||||||||||
Stock-based compensation related to options
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
||||||
Net change in cumulative translation adjustment
|
|
|
|
|
|
|
(6.7
|
)
|
|
|
|
(6.7
|
)
|
||||||||||
Pension adjustments, net of tax
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
0.5
|
|
||||||
Cash flow hedging, net of tax
|
|
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
|
|
|
(5.1
|
)
|
||||||
Balance as of December 31, 2015
|
$
|
0.4
|
|
|
$
|
1,042.0
|
|
|
$
|
(893.9
|
)
|
|
$
|
(96.1
|
)
|
|
$
|
(28.0
|
)
|
|
$
|
24.4
|
|
Net loss
|
|
|
|
|
(125.2
|
)
|
|
|
|
|
|
(125.2
|
)
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||||
Restricted stock grants and other
|
|
|
0.8
|
|
|
|
|
|
|
(0.2
|
)
|
|
0.6
|
|
|||||||||
Contingent consideration in shares
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
(0.4
|
)
|
||||||||||
Net change in cumulative translation adjustment
|
|
|
|
|
|
|
75.0
|
|
|
|
|
75.0
|
|
||||||||||
Pension adjustments, net of tax
|
|
|
|
|
|
|
0.5
|
|
|
|
|
0.5
|
|
||||||||||
Reclassification entry
|
(0.4
|
)
|
|
0.4
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Balance as of December 31, 2016
|
$
|
—
|
|
|
$
|
1,042.8
|
|
|
$
|
(1,019.1
|
)
|
|
$
|
(20.6
|
)
|
|
$
|
(28.4
|
)
|
|
$
|
(25.3
|
)
|
|
For the Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net loss
|
$
|
(125.2
|
)
|
|
$
|
(194.0
|
)
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|||||
Depreciation and amortization
|
2.5
|
|
|
16.8
|
|
||
Stock-based compensation
|
0.8
|
|
|
1.7
|
|
||
Deferred income taxes and valuation allowance
|
(0.2
|
)
|
|
13.0
|
|
||
Goodwill, intangible and other asset impairments
|
—
|
|
|
99.3
|
|
||
Inventory write-offs
|
—
|
|
|
9.7
|
|
||
Bad debt expense (recoveries)
|
(0.2
|
)
|
|
5.2
|
|
||
Pension settlement and curtailments
|
2.6
|
|
|
0.2
|
|
||
Realized cumulative translation adjustment
|
75.8
|
|
|
—
|
|
||
Gain from RDX sale
|
—
|
|
|
(4.5
|
)
|
||
Gain from TDK transaction (non-cash)
|
—
|
|
|
(9.1
|
)
|
||
Gain from IK sale
|
(3.8
|
)
|
|
—
|
|
||
Other, net
|
1.6
|
|
|
(0.6
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
18.0
|
|
|
101.2
|
|
||
Inventories
|
6.4
|
|
|
35.2
|
|
||
Assets held for sale
|
—
|
|
|
(19.4
|
)
|
||
Short term investment
|
(22.0
|
)
|
|
—
|
|
||
Other assets
|
5.6
|
|
|
29.0
|
|
||
Accounts payable
|
(14.4
|
)
|
|
(50.4
|
)
|
||
Accrued payroll and other liabilities
|
(32.8
|
)
|
|
(41.5
|
)
|
||
Restricted cash
|
0.5
|
|
|
(9.6
|
)
|
||
Net cash (used in) operating activities
|
(84.8
|
)
|
|
(17.8
|
)
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(0.8
|
)
|
|
(3.0
|
)
|
||
Proceeds from sales of assets and business
|
25.8
|
|
|
3.3
|
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(3.1
|
)
|
||
Net cash provided by (used in) investing activities
|
25.0
|
|
|
(2.8
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Purchases of treasury stock
|
(0.2
|
)
|
|
(1.7
|
)
|
||
Debt borrowings
|
—
|
|
|
16.5
|
|
||
Debt repayments
|
(0.2
|
)
|
|
(35.0
|
)
|
||
Exercise of stock options
|
—
|
|
|
—
|
|
||
Net cash used in financing activities
|
(0.4
|
)
|
|
(20.2
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
|
(3.4
|
)
|
||
Net change in cash and cash equivalents
|
(60.4
|
)
|
|
(44.2
|
)
|
||
Cash and cash equivalents — beginning of year
|
70.4
|
|
|
114.6
|
|
||
Cash and cash equivalents — end of year
|
$
|
10.0
|
|
|
$
|
70.4
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions, except per share amounts)
|
||||||
Numerator:
|
|
|
|
||||
Loss from continuing operations
|
$
|
(39.8
|
)
|
|
$
|
(142.7
|
)
|
Loss from discontinued operations
|
(85.4
|
)
|
|
(51.3
|
)
|
||
Net loss
|
$
|
(125.2
|
)
|
|
$
|
(194.0
|
)
|
Denominator:
|
|
|
|
||||
Weighted average number of common shares outstanding during the period
|
3.7
|
|
|
4.0
|
|
||
Dilutive effect of stock-based compensation plans
|
—
|
|
|
—
|
|
||
Weighted average number of diluted shares outstanding during the period
|
3.7
|
|
|
4.0
|
|
||
|
|
|
|
||||
Loss per common share — basic and diluted:
|
|
|
|
||||
Continuing operations
|
$
|
(10.76
|
)
|
|
$
|
(35.68
|
)
|
Discontinued operations
|
(23.08
|
)
|
|
(12.82
|
)
|
||
Net loss
|
(33.84
|
)
|
|
(48.50
|
)
|
||
Anti-dilutive shares excluded from calculation
|
0.4
|
|
|
0.4
|
|
|
Amount
|
||
|
(In millions)
|
||
Cash
|
$
|
0.2
|
|
Inventory
|
0.2
|
|
|
Prepaid and other
|
0.1
|
|
|
Intangible assets, net
|
4.3
|
|
|
Goodwill
|
3.8
|
|
|
Accounts payable
|
(0.7
|
)
|
|
Accrued expenses
|
(1.1
|
)
|
|
Deferred revenue - current
|
(0.1
|
)
|
|
|
$
|
6.7
|
|
|
|
|
Weighted
|
||
|
|
|
Average
|
||
|
Amount
|
|
Life
|
||
|
(In millions)
|
|
|
||
Other - developed technology
|
$
|
4.3
|
|
|
6 years
|
|
For the Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Net revenue
|
$
|
2.0
|
|
|
$
|
466.4
|
|
|
Cost of goods sold
|
0.6
|
|
|
389.8
|
|
|
||
Gross profit
|
1.4
|
|
|
76.6
|
|
|
||
Selling, general and administrative
|
6.0
|
|
|
78.7
|
|
|
||
Research and development
|
0.5
|
|
|
7.0
|
|
|
||
Intangible impairment
|
—
|
|
|
7.9
|
|
|
||
Goodwill impairment
|
—
|
|
|
8.0
|
|
|
||
Restructuring and other
|
8.4
|
|
|
23.2
|
|
|
||
Operating loss
|
(13.5
|
)
|
|
(48.2
|
)
|
|
||
Other net expense
|
0.6
|
|
|
2.3
|
|
|
||
Reclassification of cumulative translation adjustment
|
75.8
|
|
|
—
|
|
|
||
Loss from operations of discontinued businesses, before income taxes
|
(89.9
|
)
|
|
(50.5
|
)
|
|
||
Income tax (provision) benefit
|
0.7
|
|
|
(12.6
|
)
|
|
||
Loss from operations of discontinued businesses, net of income taxes
|
$
|
(89.2
|
)
|
|
$
|
(63.1
|
)
|
|
Gain (loss) on sale of discontinued businesses
|
3.8
|
|
|
11.8
|
|
|
||
Loss from discontinued businesses, net of income taxes
|
$
|
(85.4
|
)
|
|
$
|
(51.3
|
)
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Inventories
|
|
|
|
||||
Finished goods
|
$
|
—
|
|
|
$
|
0.9
|
|
Raw materials and supplies
|
4.1
|
|
|
7.2
|
|
||
Total inventories
|
$
|
4.1
|
|
|
$
|
8.1
|
|
Property, Plant and Equipment
|
|
|
|
||||
Buildings and leasehold improvements
|
$
|
3.3
|
|
|
$
|
3.3
|
|
Machinery and equipment
|
9.4
|
|
|
9.4
|
|
||
Total
|
12.7
|
|
|
12.7
|
|
||
Less accumulated depreciation
|
(9.9
|
)
|
|
(8.5
|
)
|
||
Property, plant and equipment, net
|
$
|
2.8
|
|
|
$
|
4.2
|
|
Assets held for sale
|
|
|
|
|
|
||
Corporate headquarter facility
|
$
|
—
|
|
|
$
|
11.0
|
|
Total assets held for sale
|
$
|
—
|
|
|
$
|
11.0
|
|
|
Accounts Receivable*
|
||
|
(In millions)
|
||
Reserves and Allowances
|
|
||
Balance, as of December 31, 2014
|
$
|
0.5
|
|
Additions
|
0.1
|
|
|
Write-offs, net of recoveries
|
—
|
|
|
Balance, as of December 31, 2015
|
$
|
0.6
|
|
Additions
|
0.1
|
|
|
Write-offs, net of recoveries
|
(0.5
|
)
|
|
Balance, as of December 31, 2016
|
$
|
0.2
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Accrued payroll
|
$
|
2.6
|
|
|
$
|
3.3
|
|
Deferred Revenue
|
6.7
|
|
|
6.2
|
|
||
Restructuring accruals (Note 7)
|
—
|
|
|
1.0
|
|
||
Levy Accruals
|
4.9
|
|
|
5.0
|
|
||
Other current liabilities
|
1.8
|
|
|
15.0
|
|
||
Total other current liabilities
|
$
|
16.0
|
|
|
$
|
30.5
|
|
|
2016
|
2015
|
||||
|
(In millions)
|
|||||
Cost
|
$
|
4.3
|
|
$
|
4.3
|
|
Accumulated amortization
|
(0.9
|
)
|
(0.1
|
)
|
||
Intangible assets, net
|
$
|
3.4
|
|
$
|
4.2
|
|
|
Developed Technology & Other
|
||
|
(In millions)
|
||
December 31, 2015
|
$
|
4.2
|
|
Amortization
|
(0.8
|
)
|
|
December 31, 2016
|
$
|
3.4
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Amortization expense
|
$
|
0.8
|
|
|
$
|
5.6
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Amortization expense
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
Nexsan
|
||
|
(in millions)
|
||
Balance as of December 31, 2014:
|
28.1
|
|
|
|
|
||
Goodwill from acquisition of Connected Data, Inc.
|
3.8
|
|
|
Goodwill impairment - Nexsan
|
(28.1
|
)
|
|
Balance as of December 31, 2015:
|
3.8
|
|
|
|
|
||
Goodwill
|
67.3
|
|
|
Accumulated impairment losses
|
(63.5
|
)
|
|
Balance as of December 31, 2016:
|
$
|
3.8
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Restructuring
|
|
|
|
|
||||
Severance and related
|
$
|
0.6
|
|
|
$
|
5.1
|
|
|
Total restructuring
|
$
|
0.6
|
|
|
$
|
5.1
|
|
|
Other
|
|
|
|
|
||||
Acquisition and integration related costs
|
—
|
|
|
0.5
|
|
|
||
Pension settlement/curtailment (Note 9)
|
2.9
|
|
|
1.6
|
|
|
||
Asset disposals / write down
|
0.1
|
|
|
24.6
|
|
|
||
Other
|
4.0
|
|
|
4.7
|
|
|
||
Total other
|
$
|
7.0
|
|
|
$
|
31.4
|
|
|
Total
|
$
|
7.6
|
|
|
$
|
36.5
|
|
|
|
Severance and Related
|
|
Total
|
||||
|
(In millions)
|
||||||
Accrued balance at December 31, 2015
|
$
|
1.0
|
|
|
$
|
1.0
|
|
Charges
|
0.6
|
|
|
0.6
|
|
||
Usage
|
(1.6
|
)
|
|
(1.6
|
)
|
||
Accrued balance at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Stock compensation expense
|
$
|
0.8
|
|
|
$
|
1.7
|
|
|
|
2016
|
|
2015
|
|
||
Volatility
|
44
|
%
|
|
41
|
%
|
|
Risk-free interest rate
|
1.55
|
%
|
|
1.84
|
%
|
|
Expected life (months)
|
72
|
|
|
72
|
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||
|
|
|
|
|
|
|||
Outstanding December 31, 2014
|
389,799
|
|
|
$
|
130.70
|
|
|
4.8
|
Granted
|
131,455
|
|
|
14.48
|
|
|
|
|
Exercised
|
(2,000
|
)
|
|
38.40
|
|
|
|
|
Canceled
|
(57,437
|
)
|
|
198.55
|
|
|
|
|
Forfeited
|
(6,694
|
)
|
|
46.47
|
|
|
|
|
Outstanding December 31, 2015
|
455,123
|
|
|
$
|
90.22
|
|
|
4.4
|
Granted
|
(4,500
|
)
|
|
8.30
|
|
|
|
|
Exercised
|
(722
|
)
|
|
14.00
|
|
|
|
|
Canceled
|
(116,843
|
)
|
|
158.77
|
|
|
|
|
Forfeited
|
(46,350
|
)
|
|
14.93
|
|
|
|
|
Outstanding December 31, 2016
|
286,708
|
|
|
$
|
77.51
|
|
|
3.8
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Nonvested as of December 31, 2014
|
134,892
|
|
|
$
|
38.09
|
|
Granted
|
172,452
|
|
|
28.90
|
|
|
Vested
|
(86,899
|
)
|
|
39.02
|
|
|
Forfeited
|
(104,167
|
)
|
|
38.54
|
|
|
Nonvested as of December 31, 2015
|
116,278
|
|
|
$
|
23.36
|
|
Granted
|
7,730
|
|
|
5.30
|
|
|
Vested
|
(34,310
|
)
|
|
23.82
|
|
|
Forfeited
|
(9,773
|
)
|
|
25.51
|
|
|
Nonvested as of December 31, 2016
|
79,925
|
|
|
$
|
20.64
|
|
|
Stock Appreciation Rights
|
|
Outstanding as of December 31, 2014
|
297,493
|
|
Granted
|
272,533
|
|
Canceled
|
(190,533
|
)
|
Outstanding as of December 31, 2015
|
379,493
|
|
Granted
|
—
|
|
Canceled
|
(169,533
|
)
|
Outstanding as of December 31, 2016
|
209,960
|
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
72.8
|
|
|
$
|
78.8
|
|
|
$
|
22.8
|
|
|
$
|
33.2
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Interest cost
|
2.9
|
|
|
3.0
|
|
|
0.6
|
|
|
0.5
|
|
||||
Actuarial (gain) loss
|
1.1
|
|
|
(0.8
|
)
|
|
2.5
|
|
|
(2.7
|
)
|
||||
Benefits paid
|
(2.3
|
)
|
|
(2.2
|
)
|
|
(0.9
|
)
|
|
(4.9
|
)
|
||||
Settlement payments
|
(9.6
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||
Foreign exchange rate changes
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(2.9
|
)
|
||||
Projected benefit obligation, end of year
|
$
|
64.9
|
|
|
$
|
72.8
|
|
|
$
|
24.1
|
|
|
$
|
22.8
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
59.1
|
|
|
$
|
67.5
|
|
|
$
|
18.6
|
|
|
$
|
23.6
|
|
Actual return on plan assets
|
2.5
|
|
|
(0.8
|
)
|
|
0.7
|
|
|
1.1
|
|
||||
Foreign exchange rate changes
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(1.8
|
)
|
||||
Company contributions
|
0.1
|
|
|
0.6
|
|
|
(2.7
|
)
|
|
0.6
|
|
||||
Benefits paid
|
(2.3
|
)
|
|
(2.2
|
)
|
|
(0.9
|
)
|
|
(4.9
|
)
|
||||
Settlement payments
|
(9.6
|
)
|
|
(6.0
|
)
|
|
|
|
—
|
|
|||||
Fair value of plan assets, end of year
|
49.8
|
|
|
59.1
|
|
|
15.2
|
|
|
18.6
|
|
||||
Funded status of the plan, end of year
|
$
|
(15.1
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
(4.2
|
)
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Noncurrent liabilities
|
(15.1
|
)
|
|
(13.7
|
)
|
|
(8.9
|
)
|
|
(7.0
|
)
|
||||
Accumulated other comprehensive loss — pre-tax
|
19.3
|
|
|
20.3
|
|
|
9.4
|
|
|
7.3
|
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net actuarial loss
|
$
|
19.3
|
|
|
$
|
20.3
|
|
|
$
|
9.4
|
|
|
$
|
7.3
|
|
Prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transition asset obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
19.3
|
|
|
$
|
20.3
|
|
|
$
|
9.4
|
|
|
$
|
7.3
|
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Projected benefit obligation, end of year
|
$
|
64.9
|
|
|
$
|
72.8
|
|
|
$
|
24.1
|
|
|
$
|
22.8
|
|
Accumulated benefit obligation, end of year
|
64.9
|
|
|
72.8
|
|
|
24.1
|
|
|
22.8
|
|
||||
Plan assets at fair value, end of year
|
49.8
|
|
|
59.1
|
|
|
15.2
|
|
|
15.8
|
|
|
United States
|
|
International
|
||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||
|
(In millions)
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Interest cost
|
2.9
|
|
|
3.0
|
|
|
|
0.6
|
|
|
0.5
|
|
|
||||
Expected return on plan assets
|
(3.8
|
)
|
|
(4.1
|
)
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
||||
Amortization of net actuarial loss
|
0.4
|
|
|
1.2
|
|
|
|
0.2
|
|
|
0.3
|
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.2
|
)
|
|
||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
0.1
|
|
|
||||
Net periodic pension cost (credit)
|
(0.5
|
)
|
|
0.1
|
|
|
|
0.2
|
|
|
0.2
|
|
|
||||
Settlements and curtailments
|
2.9
|
|
|
1.7
|
|
|
|
|
|
|
(1.5
|
)
|
|
||||
Total pension cost
|
$
|
2.4
|
|
|
$
|
1.8
|
|
|
|
$
|
0.2
|
|
|
$
|
(1.3
|
)
|
|
|
United States
|
|
International
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
4.00
|
%
|
|
4.25
|
%
|
|
1.60
|
%
|
|
2.40
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.00
|
%
|
|
United States
|
|
International
|
||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||
Discount rate
|
4.25
|
%
|
|
4.00
|
%
|
|
|
1.60
|
%
|
|
1.90
|
%
|
|
Expected return on plan assets
|
6.50
|
%
|
|
6.50
|
%
|
|
|
3.50
|
%
|
|
3.49
|
%
|
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
|
—
|
%
|
|
2.00
|
%
|
|
|
United States
|
|
International
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Short-term investments
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Fixed income securities
|
60
|
%
|
|
54
|
%
|
|
—
|
%
|
|
14
|
%
|
Equity securities
|
39
|
%
|
|
45
|
%
|
|
—
|
%
|
|
—
|
%
|
Absolute return strategy equity funds
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Insurance contracts
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
85
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
United States
|
|
International
|
|
(In millions)
|
||
2017
|
$15.5
|
|
$0.9
|
2018
|
3.7
|
|
0.9
|
2019
|
3.8
|
|
1.0
|
2020
|
4.5
|
|
1.0
|
2021
|
4.4
|
|
1.0
|
2022-2026
|
19.7
|
|
5.2
|
United States
|
December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Money market securities
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
||||||||
Large-cap growth funds
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
||||
International growth fund
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||
Common stocks
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
||||
Commingled trust funds
|
30.1
|
|
|
—
|
|
|
30.1
|
|
|
—
|
|
||||
Total
|
$
|
49.8
|
|
|
$
|
4.8
|
|
|
$
|
45.0
|
|
|
$
|
—
|
|
International
|
December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Insurance contracts
|
15.2
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
||||
Total
|
$
|
15.2
|
|
|
$
|
—
|
|
|
$
|
15.2
|
|
|
$
|
—
|
|
United States
|
December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
||||||||
Large-cap growth funds
|
10.2
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
||||
International growth fund
|
7.5
|
|
|
4.6
|
|
|
2.9
|
|
|
—
|
|
||||
Fixed income securities
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||
Absolute return strategy funds
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Common stocks
|
3.2
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
||||
Commingled trust funds
|
36.7
|
|
|
—
|
|
|
36.7
|
|
|
—
|
|
||||
Total
|
$
|
59.1
|
|
|
$
|
8.6
|
|
|
$
|
50.5
|
|
|
$
|
—
|
|
International
|
December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Other
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Commingled trust funds
|
2.7
|
|
|
|
|
2.7
|
|
|
|
||||||
Insurance contracts
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
||||
Total
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Tax at statutory U.S. tax rate
|
$
|
13.9
|
|
|
$
|
50.0
|
|
|
State income taxes, net of federal benefit
|
0.7
|
|
|
4.2
|
|
|
||
Net effect of international operations
|
(0.8
|
)
|
|
(2.5
|
)
|
|
||
Valuation allowances
|
(14.3
|
)
|
|
(40.8
|
)
|
|
||
Tax on unremitted earnings of foreign subsidiaries
|
3.1
|
|
|
—
|
|
|
||
U.S. tax on foreign earnings
|
(0.8
|
)
|
|
—
|
|
|
||
Stock-based compensation
|
(1.6
|
)
|
|
—
|
|
|
||
Uncertain tax positions
|
(0.1
|
)
|
|
—
|
|
|
||
Goodwill impairment
|
—
|
|
|
(10.8
|
)
|
|
||
Capital losses
|
—
|
|
|
—
|
|
|
||
Other
|
(0.2
|
)
|
|
—
|
|
|
||
Income tax (provision) benefit
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Accounts receivable allowances
|
$
|
0.4
|
|
|
$
|
2.1
|
|
Inventories
|
3.7
|
|
|
4.0
|
|
||
Compensation and employee benefits
|
3.9
|
|
|
5.6
|
|
||
Tax credit carryforwards
|
28.4
|
|
|
30.0
|
|
||
Net operating loss carryforwards
|
278.6
|
|
|
205.7
|
|
||
Accrued liabilities and other reserves
|
6.1
|
|
|
3.9
|
|
||
Pension
|
8.6
|
|
|
7.7
|
|
||
Property, plant and equipment
|
0.5
|
|
|
9.7
|
|
||
Intangible assets, net
|
—
|
|
|
49.2
|
|
||
Capital losses
|
14.1
|
|
|
14.1
|
|
||
Other, net
|
1.3
|
|
|
1.5
|
|
||
Total deferred tax assets
|
345.6
|
|
|
333.5
|
|
||
Valuation allowance
|
(340.5
|
)
|
|
(325.3
|
)
|
||
Net deferred tax assets
|
5.1
|
|
|
8.2
|
|
||
Intangible assets, net
|
(1.2
|
)
|
|
—
|
|
||
Unremitted earnings of foreign subsidiaries
|
(6.1
|
)
|
|
(9.4
|
)
|
||
Total deferred tax liabilities
|
(7.3
|
)
|
|
(9.4
|
)
|
||
Valuation allowance
|
1.2
|
|
|
—
|
|
||
Total deferred tax liabilities
|
(6.1
|
)
|
|
(9.4
|
)
|
||
Net deferred tax liabilities
|
$
|
(1.0
|
)
|
|
$
|
(1.2
|
)
|
|
As of December 31
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Deferred tax asset - current
|
—
|
|
|
—
|
|
||
Deferred tax asset - non-current
|
—
|
|
|
—
|
|
||
Deferred tax liability - current
|
—
|
|
|
—
|
|
||
Deferred tax liability - non-current
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Total
|
$
|
(1.0
|
)
|
|
$
|
(1.2
|
)
|
|
2016
|
|
2015
|
|
||||
|
(In Millions)
|
|||||||
Beginning Balance
|
$
|
1.7
|
|
|
$
|
2.1
|
|
|
Additions:
|
|
|
|
|
||||
Additions for tax positions of current years
|
—
|
|
|
0.3
|
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
|
||
Reductions:
|
|
|
|
|
||||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
||
Settlements with taxing authorities
|
—
|
|
|
—
|
|
|
||
Reductions due to lapse of statute of limitations
|
(0.4
|
)
|
|
(0.7
|
)
|
|
||
Total
|
1.3
|
|
|
1.7
|
|
|
Description
|
December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
22.0
|
|
|
$
|
2.5
|
|
|
$
|
19.5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration associated with CDI acquisition
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
Treasury Shares
|
|
Balance as of December 31, 2014
|
62,780
|
|
Purchases
|
38,245
|
|
Exercise of stock options
|
(1,266
|
)
|
Restricted stock grants and other
|
(51,388
|
)
|
Shares received in TDK transaction
|
667,576
|
|
Balance as of December 31, 2015
|
715,947
|
|
Purchases
|
24,086
|
|
Exercise of stock options
|
(722
|
)
|
Restricted stock grants and other
|
4,780
|
|
Balance as of December 31, 2016
|
744,091
|
|
|
Gains (Losses) on Derivative Financial Instruments
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance as of December 31, 2015
|
$
|
—
|
|
|
$
|
(20.1
|
)
|
|
$
|
(76.0
|
)
|
|
$
|
(96.1
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax
(1)
|
|
|
(2.7
|
)
|
|
(0.8
|
)
|
|
(3.5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
|
3.2
|
|
|
75.8
|
|
|
79.0
|
|
|||||
Net current period other comprehensive income (loss)
|
—
|
|
|
0.5
|
|
|
75.0
|
|
|
75.5
|
|
||||
Balance as of December 31, 2016
|
$
|
—
|
|
|
$
|
(19.6
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(20.6
|
)
|
|
Amounts Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Statement Where Net Loss is Presented
|
||
|
(In millions)
|
|
|
||
Amortization of net actuarial loss
|
0.3
|
|
|
Selling, general and administrative
|
|
Pension settlement loss
|
2.9
|
|
|
Restructuring and other
|
|
Net pension adjustments, net of tax
|
3.2
|
|
|
|
|
Foreign currency translation
|
75.8
|
|
|
Other income (expense)
|
|
Total reclassifications for the period
|
$
|
79.0
|
|
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Operating Income (Loss)
|
|
|
|
|
||||
Nexsan
|
$
|
(17.5
|
)
|
|
$
|
(25.4
|
)
|
|
Corporate and unallocated
|
(9.9
|
)
|
|
(21.2
|
)
|
|
||
Goodwill impairment
|
—
|
|
|
(28.1
|
)
|
|
||
Other intangibles impairment
|
—
|
|
|
(29.7
|
)
|
|
||
Restructuring and other
|
(7.6
|
)
|
|
(36.5
|
)
|
|
||
Total operating loss
|
(35.0
|
)
|
|
(140.9
|
)
|
|
||
Interest income
|
0.2
|
|
|
0.4
|
|
|
||
Interest expense
|
—
|
|
|
(2.7
|
)
|
|
||
Other income (expense), net
|
(4.9
|
)
|
|
0.4
|
|
|
||
Loss from continuing operations before income taxes
|
$
|
(39.7
|
)
|
|
$
|
(142.8
|
)
|
|
|
2016
|
|
2015
|
|
||||
|
(In millions)
|
|||||||
Minimum lease payments
|
$
|
3.6
|
|
|
$
|
8.1
|
|
|
Contingent rentals
|
(2.0
|
)
|
|
0.1
|
|
|
||
Rental income
|
—
|
|
|
(8.2
|
)
|
|
||
Total rental expense, net
|
$
|
1.6
|
|
|
$
|
—
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Minimum lease payments
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
3.7
|
|
Equity Compensation Plans Approved by Shareholders
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
|
||||||
2011 Stock Incentive Plan
|
|
152,140
|
|
(1)
|
|
$
|
33.95
|
|
|
226,136
|
|
|
2008 Stock Incentive Plan
|
|
115,704
|
|
|
|
$
|
100.24
|
|
|
—
|
|
(2)
|
2005 Stock Incentive Plan
|
|
18,864
|
|
|
|
$
|
289.34
|
|
|
—
|
|
(2)
|
Total
|
|
286,708
|
|
|
|
$
|
77.51
|
|
|
226,136
|
|
|
|
Page
|
|
|
|
|
GlassBridge Enterprises, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Danny Zheng
|
|
|
|
Danny Zheng
|
|
|
|
Interim Chief Executive Officer and Chief Financial Officer
|
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
/s/ Joseph De Perio
|
|
Chairman (Principal Executive Officer)
|
|
March 24, 2017
|
||
Joseph De Perio
|
|
|
|
|
||
|
|
|
|
|
||
/s/ Danny Zheng
|
|
Interim Chief Executive Officer and Chief Financial Officer(Principal Financial and Accounting Officer)
|
|
March 24, 2017
|
||
Danny Zheng
|
|
|
|
|
||
|
|
|
|
|
||
/s/ Tracy McKibben
|
|
Director
|
|
March 24, 2017
|
||
Tracy McKibben
|
|
|
|
|
||
|
|
|
|
|
||
/s/ Donald Putnam
|
|
Director
|
|
March 24, 2017
|
||
Donald Putnam
|
|
|
|
|
||
|
|
|
|
|
||
/s/ Robert Searing
|
|
Director
|
|
March 24, 2017
|
||
Robert Searing
|
|
|
|
|
||
|
|
|
|
|
||
/s/ Alex Spiro
|
|
Director
|
|
March 24, 2017
|
||
Alex Spiro
|
|
|
|
|
||
|
|
|
|
|
||
/s/ Robert G. Torricelli
|
|
Director
|
|
March 24, 2017
|
||
Robert G. Torricelli
|
|
|
|
|
Number
|
Description of Exhibit
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Registration Statement on Form 10, No. 1-14310).
|
3.2
|
|
Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on February 21, 2017).
|
3.3
|
|
Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 21, 2017).
|
3.4
|
|
Amended and Restated Bylaws of the Company, effective November 7, 2013 (incorporated by reference to Exhibit 3.1 to Imation’s Form 10-Q for the quarter ended September 30, 2013).
|
3.5
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on February 21, 2017).
|
3.6
|
|
Certificate of Designation, Preferences and Rights of Series A Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 on Imation's Current Report on Form 8-K, filed August 11, 2015).
|
4.1
|
|
Rights Agreement, dated as of August 7, 2015, by and between the Company and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 on Imation's Current Report on Form 8-K, filed August 11, 2015).
|
10.1*
|
|
Stock Purchase and Merger Agreement, dated October 14, 2015, by and among the Company, Imation Transporter Co., Connected Data, Inc., and certain other parties named therein (incorporated by reference to the Company's Current Report on Form 8-K filed October 20, 2015).
|
10.2*
|
|
Imation Corp. TDK Corporation Agreement dated September 28, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
10.3
|
|
Purchase and Sale Agreement between the Company and Larson Family Real Estate LLLP, dated December 18, 2015 (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.4
|
|
First Amendment to the Purchase and Sale Agreement between the Company and Larson Family Real Estate LLLP, dated December 30, 2015 (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.5
|
|
Purchase and Sale Agreement between the Company and DPI Inc., dated January 4, 2016 (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.6
|
|
Form of Indemnity Agreement between the Company and each of its directors (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996).
|
10.7*
|
|
1996 Directors Stock Compensation Program, as amended May 8, 2002 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
|
10.8*
|
|
Imation Corp. 2000 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003).
|
10.9*
|
|
Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.10*
|
|
Amendment to 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.11*
|
|
Form of Amendment to 2000 Employee Stock Incentive Plan Restricted Stock Award Agreements — Executive Officer (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8- K filed on February 13, 2006).
|
10.12*
|
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Executive Officers (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.13*
|
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Employees (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.14*
|
|
Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Employees 2004 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.15*
|
|
Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers 2004 (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.16*
|
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Employees 2004 (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.17*
|
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Executive Officers 2004 (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.18*
|
|
Imation Corp. 2005 Stock Incentive Plan, as amended November 9, 2005 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on November 16, 2005).
|
10.19*
|
|
Form of 2005 Stock Incentive Plan Stock Option Agreement — Employees (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.20*
|
|
Form of 2005 Stock Incentive Plan Stock Option Agreement — Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.21*
|
|
Form of Amendment to 2005 Stock Incentive Plan Option Agreements — Executive Officer (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.22*
|
|
Form of 2005 Stock Incentive Plan Stock Option Agreement — Directors (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.23*
|
|
Form of Amendment to 2005 Stock Incentive Plan Stock Option Agreement — Directors (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on November 16, 2005).
|
10.24*
|
|
Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Employees (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.25*
|
|
Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.26*
|
|
Form of Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreements — Executive Officer (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.27*
|
|
Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Directors (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on May 9, 2005).
|
10.28*
|
|
Form of Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreement — Directors (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on November 16, 2005).
|
10.29*
|
|
Form of Amendment to 2004 and 2005 Executive Officer Option Agreements under the 2000 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.30*
|
|
Form of 2005 Stock Incentive Plan Amendment to 2005 Stock Option Agreements — Non-Employee Directors (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.31*
|
|
Form of 2005 Stock Incentive Plan Non-Employee Director Option Agreement (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.32*
|
|
Form of 2005 Stock Incentive Plan Amendment to 2005 Restricted Stock Award Agreements — Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.33*
|
|
Form of 2005 Stock Incentive Plan Non-Qualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 12, 2008).
|
10.34*
|
|
Form of 2005 Stock Incentive Plan Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.35*
|
|
Form of 2005 Stock Incentive Plan Executive Officer Option Agreement (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.36*
|
|
Form of 2005 Stock Incentive Plan Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K, filed on February 13, 2006).
|
10.37*
|
|
Imation Corp. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 12, 2008).
|
10.38*
|
|
Form of 2008 Stock Incentive Plan Non-Qualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 12, 2008).
|
10.39*
|
|
Form of 2008 Stock Incentive Plan Non-Qualified Stock Option Agreement for Directors (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on May 12, 2008).
|
10.40*
|
|
Form of 2008 Stock Incentive Plan Restricted Stock Agreement for Executive Officers (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on May 12, 2008).
|
10.41*
|
|
Form of 2008 Stock Incentive Plan Restricted Stock Agreement for Directors (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed on May 12, 2008).
|
10.42*
|
|
Form of 2008 Stock Incentive Plan Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
10.43*
|
|
Form of 2008 Stock Incentive Plan Stock Option Agreement for Executive Officers (3 yr vest) (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.44*
|
|
Form of 2008 Stock Incentive Plan Performance-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
10.45*
|
|
Imation Corp. 2011 Stock Incentive Plan, as amended and restated (2013) (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8, File No. 333-188429, filed on May 8, 2013).
|
10.46*
|
|
Form of 2011 Stock Incentive Plan Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.47*
|
|
Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.48*
|
|
Form of 2011 Stock Incentive Plan Amendment to Performance Award Agreement for Executive Officers (pre 2013) (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|
10.49*
|
|
Form of 2011 Stock Incentive Plan Stock Option Agreement for Directors (incorporated by reference to Exhibit 10.4 to Imation’s Form 10-Q for the quarter ended March 31, 2011)
|
10.50*
|
|
Form of 2011 Stock Incentive Plan Restricted Stock Award Agreement for Directors (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.51*
|
|
Form of 2011 Stock Incentive Plan Amendment to Performance Based Restricted Stock Award Agreement for Executive Officers (pre 2013) (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|
10.52*
|
|
Form of 2011 Stock Incentive Plan Amendment to Performance Based Restricted Stock Award Agreement for Executive Officers (2013) (incorporated by reference to Exhibit 10.6 to the Company's Form 8-K Current Report filed on November 25, 2014).
|
10.53*
|
|
Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.54*
|
|
Form of 2011 Stock Incentive Plan Amendment to Performance Award Agreement for Executive Officers (2013) (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|
10.55*
|
|
Form of 2011 Stock Incentive Plan, Performance-Based Cash Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed June 16, 2014).
|
10.56*
|
|
Form of 2011 Stock Incentive Plan Amendment to Performance Award Agreement for Executive Officers (2014) (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K/A filed on January 15, 2015).
|
10.57*
|
|
Form of 2011 Stock Incentive Plan Performance Based Restricted Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
|
10.58*
|
|
Form of 2011 Stock Incentive Plan, Performance-Based Restricted Stock Award Agreement for Executive Officers for 2014 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed June 16, 2014).
|
10.59*
|
|
Form of 2011 Stock Incentive Plan Amendment to Performance Based Restricted Stock Award Agreement for Executive Officers (2014) (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|
10.60*
|
|
Form of 2011 Stock Incentive Plan Performance Based Restricted Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|
10.61*
|
|
Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on November 25, 2014).
|
10.62*
|
|
Imation Corp. Director Compensation Program, effective May 4, 2005 (as amended effective May 20, 2015) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
10.63*
|
|
Form of Restricted Stock Unit Award Agreement for Directors (incorporated by Reference to the Company's Current Report on Form 8-K, filed on November 19, 2015).
|
10.64*
|
|
Imation Excess Benefit Plan (incorporated by reference to Exhibit 10.10 to Registration Statement on Form 10, No. 1-14310).
|
10.65*
|
|
Description of 2013 Annual Bonus Plan Target Approval (incorporated by reference to the Company's Current Report on Form 8-K, filed on February 13, 2013).
|
10.66*
|
|
Description of 2014 Annual Bonus Plan Target Approval (incorporated by reference to the Company's Current Report on Form 8-K, filed on March 14, 2014).
|
10.67*
|
|
Description of 2015 Annual Bonus Plan Target Approval (incorporated by reference to the Company's Current Report on Form 8-K, filed on February 13, 2015).
|
10.68*
|
|
Employment Agreement dated October 14, 2015, between the Company and Robert. B. Fernander (incorporated by reference to the Company's Current Report on Form 8-K, filed on October 20, 2015).
|
10.69*
|
|
Renewal, Extension and Amendment of Employment Agreement, dated as of October 14, 2016, by and between the Company and Robert B. Fernander (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 19, 2016).
|
10.70*
|
|
Second Amendment to Employment Agreement, dated as of November 22, 2016, by and between the Company and Robert B. Fernander (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 22, 2016)
.
|
10.71*
|
|
Employment Agreement, dated as of November 22, 2016, by and among Nexsan Corporation, Robert B. Fernander and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 22, 2016)
.
|
10.72*†
|
|
Escrow Agreement, dated as of January 31, 2017, by and among Nexsan Corporation, Robert B. Fernander, the Company and Clint Parsley, as escrow agent.
|
10.73*†
|
|
Severance Agreement, dated as of March 7, 2017, by and among Nexsan Corporation, Robert B. Fernander and the Company.
|
10.74*
|
|
Separation Agreement dated August 19, 2015, between the Company and Mark E. Lucas (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on August 19, 2015).
|
10.75*
|
|
Separation Agreement dated September 28, 2015, between the Company and R. Ian Williams (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on September 29, 2015).
|
10.76*
|
|
Separation Agreement dated as of November 25, 2015, between the Company and Scott J. Robinson (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on November 25, 2015).
|
10.77*
|
|
Separation Agreement dated as of January 13, 2016, between the Company and John P. Breedlove (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K, filed on January 13, 2016).
|
10.78*
|
|
Barrall Consulting Agreement dated August 31, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
10.79*
|
|
Fernander Consulting Agreement dated August 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
10.80*
|
|
Realization Services Inc. Consulting Agreement dated August 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
10.81*
|
|
Amendment to Realization Services Inc. Consulting Agreement dated September 16, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
10.82*
|
|
Second Amendment to Realization Services Inc. Consulting Agreement dated November 17, 2015 (incorporated by reference to Exhibit 10.86 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.83*
|
|
Third Amendment to Realization Services Inc. Consulting Agreement dated January 1, 2016 (incorporated by reference to Exhibit 10.87 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
|
10.84*
|
|
Employment Agreement, entered into effective as of April 26, 2016, by and between the Company and Danny Zheng (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 29, 2016).
|
10.85*
|
|
Amendment No. 1 to Employment Agreement, dated as of February 2, 2017, by and between the Company and Danny Zheng (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).
|
10.86
|
|
Amended and Restated Letter Agreement, dated April 29, 2016, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on form 10-Q/A for the quarter ended March 31, 2016).
|
10.87
|
|
Stock Purchase Agreement, dated as of November 22, 2016, by and between the Company and NXSN Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).
|
10.88
|
|
Amendment No. 1 to Stock Purchase Agreement, dated as of December 12, 2016, by and between the Company and NXSN Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 12, 2016).
|
10.89
|
|
Subscription Agreement, dated as of November 22, 2016, by and between the Company and Clinton Group, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 22, 2016).
|
10.90
|
|
Amendment No. 1 to Subscription Agreement, dated as of January 9, 2017, by and between the Company and Clinton Group, Inc. (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on January 10, 2017).
|
10.91
|
|
Senior Secured Convertible Note, dated as of January 23, 2017, payable by NXSN Acquisition Corp. to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 27, 2017).
|
10.92
|
|
Guaranty and Security Agreement, dated as of January 23, 2017, by and among the Company, NXSN Acquisition Corp., Nexsan Corporation and the other grantors party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2017)
.
|
10.93
|
|
Capacity and Services Agreement, dated as of February 2, 2017, by and among Clinton Group, Inc., the Company and GlassBridge Asset Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 3, 2017)
.
|
10.94
|
|
Registration Rights Agreement, dated as of February 2, 2017, by and between the Company and Madison Avenue Capital Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).
|
10.95
|
|
Letter Agreement, dated as of February 2, 2017, by and between the Company and Madison Avenue Capital Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 3, 2017).
|
10.96*†
|
|
Services Agreement, dated as of March 2, 2017, by and between the Company and Clinton Group, Inc.
|
16.1
|
|
Letter from PricewaterhouseCoopers LLP to the U.S. Securities and Exchange Commission, dated May 12, 2016 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed on May 12, 2016).
|
21.1†
|
|
Subsidiaries of GlassBridge Enterprises, Inc.
|
23.1†
|
|
Consent of Independent Registered Public Accounting Firm (Marcum LLP)
|
23.2†
|
|
Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
|
24.1†
|
|
Power of Attorney (included on signature page)
|
31.1†
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2†
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1†
|
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2†
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101†
|
|
The following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 15, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations for the years ended December 31, 2016 and 2015, (ii) the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016 and 2015, (iii) the Consolidated Balance Sheets as of December 31, 2016 and 2015, (iv) the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2016 and 2015, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015, and Notes to Consolidated Financial Statements
|
*
|
Items that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
Re:
|
Escrow Disbursement Instructions Pursuant to that certain Escrow Agreement with Contract Attached dated January 23, 2017
|
Nexsan Corporation
By: ___________________
Name: ___________________
Title: ___________________
|
Imation Corp.
By: ___________________
Name: ___________________
Title: ___________________
|
_________________________
Robert B. Fernander
|
|
Title:
|
Interim Chief Executive Officer,
Chief Financial Officer and Treasurer |
Subsidiary*
|
Jurisdiction of Organization
|
6360246 Canada Inc.
|
Canada
|
6360319 Canada Inc.
|
Canada
|
Connected Data, Inc.
|
California
|
GlassBridge Arrive Investor, LLC
|
Delaware
|
GlassBridge Asset Management, LLC
|
Delaware
|
GlassBridge Multi Strategy GP, LLC
|
Delaware
|
GlassBridge Multi Strategy Onshore, LP
|
Delaware
|
GlassBridge Quant Strategy GP, LLC
|
Delaware
|
GlassBridge Quant Strategy Onshore, LP
|
Delaware
|
Global Data Media FZ-LLC
|
United Arab Emirates
|
Imation (Malaysia) SDN BHD
|
Malaysia
|
Imation ANZ Pty Ltd
|
Australia
|
Imation Argentina S.A.C.I.F.I.A.
|
Argentina
|
Imation Asia Pacific Pte Ltd.
|
Singapore
|
Imation Canada Inc.
|
Canada
|
Imation Chile S.A.
|
Chile
|
Imation Corporation Japan
|
Japan
|
Imation do Brasil Ltda
|
Brazil
|
Imation Enterprises Corp.
|
Delaware
|
Imation Europe B.V.
|
Netherlands
|
Imation Holding B.V.
|
Netherlands
|
Imation Holdings Pte Ltd.
|
Singapore
|
Imation Hong Kong Ltd.
|
Hong Kong
|
Imation India Private Ltd.
|
India
|
Imation Ireland Ltd.
|
Ireland
|
Imation Korea, Inc.
|
South Korea
|
Imation Latin America Corp
|
Delaware
|
Imation Latin America Marketing S.A.
|
Panama
|
Imation Mercosur Trading S.A.
|
Uruguay
|
Imation Middle East FZE
|
United Arab Emirates
|
Imation Polska Sp. Z.O.O.
|
Poland
|
Imation S.r.l.
|
Italy
|
Imation Singapore Pte Ltd.
|
Singapore
|
Imation Taiwan Ltd.
|
Taiwan
|
Imation UK Limited
|
United Kingdom
|
MBI India Marketing Private Ltd.
|
India
|
MBI International FZ-LLC
|
United Arab Emirates
|
MBI International Services Private Ltd.
|
India
|
Memorex Products (Taiwan) Inc.
|
Taiwan
|
Memorex Products Inc.
|
Delaware
|
Nexsan Corporation
|
Delaware
|
Nexsan Technologies Canada Inc.
|
Canada
|
Nexsan Technologies Limited
|
United Kingdom
|
Nexsan Technologies Incorporated
|
Delaware
|
NXSN Acquisition Corp.
|
Delaware
|
TME GmbH
|
Germany
|
1.
|
I have reviewed this annual report on Form 10-K of GlassBridge Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ Joseph De Perio
|
|
Joseph De Perio,
|
|
Chairman (principal executive officer)
|
1.
|
I have reviewed this annual report on Form 10-K of GlassBridge Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
/s/ Danny Zheng
|
|
Danny Zheng,
|
|
Interim Chief Executive Officer and Chief Financial Officer (principal financial officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Joseph De Perio
|
Joseph De Perio,
|
Chairman (principal executive officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Danny Zheng
|
Danny Zheng,
|
Interim Chief Executive Officer and Chief Financial Officer (principal financial officer)
|