Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 25, 2017 | |
Document Documentand Entity Information [Abstract] | ||
Entity Registrant Name | SAFEGUARD SCIENTIFICS INC | |
Entity Central Index Key | 86,115 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 20,359,015 | |
Trading Symbol | SFE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 30,543 | $ 22,058 |
Marketable securities | 2,376 | 8,384 |
Prepaid expenses and other current assets | 2,325 | 2,109 |
Total current assets | 35,244 | 32,551 |
Property and equipment, net | 1,789 | 1,873 |
Ownership interests in and advances to partner companies | 161,625 | 183,470 |
Long-term marketable securities | 3,047 | 7,302 |
Long-term restricted cash equivalents | 6,336 | 6,336 |
Other assets | 121 | 296 |
Total Assets | 208,162 | 231,828 |
Current Liabilities: | ||
Accounts payable | 230 | 140 |
Accrued compensation and benefits | 1,775 | 3,498 |
Accrued expenses and other current liabilities | 2,017 | 2,223 |
Total current liabilities | 4,022 | 5,861 |
Other long-term liabilities | 3,581 | 3,630 |
Convertible senior debentures | 52,983 | 52,560 |
Total Liabilities | 60,586 | 62,051 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.10 par value; 1,000 shares authorized | 0 | 0 |
Common stock, $0.10 par value; 83,333 shares authorized; 21,573 shares issued at March 31, 2017 and December 31, 2016 | 2,157 | 2,157 |
Additional paid-in capital | 815,926 | 816,016 |
Treasury stock, at cost; 1,215 and 1,209 shares at March 31, 2017 and December 31, 2016, respectively | (21,123) | (21,061) |
Accumulated deficit | (649,001) | (626,904) |
Accumulated other comprehensive loss | (383) | (431) |
Total Equity | 147,576 | 169,777 |
Total Liabilities and Equity | $ 208,162 | $ 231,828 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 83,333 | 83,333 |
Common stock, shares issued | 21,573 | 21,573 |
Treasury stock | 1,215 | 1,209 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
General and administrative expense | $ 4,947 | $ 5,228 |
Operating loss | (4,947) | (5,228) |
Other income (loss), net | 249 | 0 |
Interest income | 801 | 420 |
Interest expense | (1,198) | (1,149) |
Equity loss | (17,002) | (9,495) |
Net loss before income taxes | (22,097) | (15,452) |
Income tax benefit (expense) | 0 | 0 |
Net loss | $ (22,097) | $ (15,452) |
Net loss per share: | ||
Basic (in dollars per share) | $ (1.08) | $ (0.76) |
Diluted (in dollars per share) | $ (1.08) | $ (0.76) |
Weighted average shares used in computing loss per share: | ||
Basic (in shares) | 20,380 | 20,448 |
Diluted (in shares) | 20,380 | 20,448 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net cash used in operating activities | $ (6,541) | $ (5,840) |
Cash Flows from Investing Activities: | ||
Proceeds from sales of and distributions from companies | 15,753 | 4,194 |
Acquisitions of ownership interests in companies | (4,476) | (17,073) |
Advances and loans to companies | (6,429) | (7,119) |
Repayment of advances and loans to companies | 0 | 28 |
Decrease in marketable securities | 10,268 | 26,602 |
Capital expenditures | 0 | (22) |
Net cash provided by investing activities | 15,116 | 6,610 |
Cash Flows from Financing Activities: | ||
Issuance of Company common stock, net | 10 | 0 |
Tax withholdings related to equity-based awards | (100) | 0 |
Repurchase of Company common stock | 0 | (5,445) |
Net cash used in financing activities | (90) | (5,445) |
Net change in cash, cash equivalents and restricted cash equivalents | 8,485 | (4,675) |
Cash, cash equivalents and restricted cash equivalents at beginning of period | 28,394 | 32,838 |
Cash, cash equivalents and restricted cash equivalents at end of period | $ 36,879 | $ 28,163 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Accumulated Deficit | AOCI Attributable to Parent | Common Stock | Additional Paid-in Capital | Treasury Stock |
Balance at Dec. 31, 2016 | $ 169,777 | $ (626,904) | $ (431) | $ 2,157 | $ 816,016 | $ (21,061) |
Balance (in shares) at Dec. 31, 2016 | 21,573 | |||||
Balance (in shares) at Dec. 31, 2016 | 1,209 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (22,097) | (22,097) | ||||
Stock options exercised, net of tax withholdings | 10 | (10) | $ 20 | |||
Stock options exercised, net of tax withholdings (in shares) | (1) | |||||
Issuance of restricted stock, net of tax withholdings | (57) | 25 | $ (82) | |||
Issuance of restricted stock, net of tax withholdings (in shares) | 7 | |||||
Stock-based compensation expense | (105) | (105) | ||||
Other comprehensive income | 48 | 48 | ||||
Balance at Mar. 31, 2017 | $ 147,576 | $ (649,001) | $ (383) | $ 2,157 | $ 815,926 | $ (21,123) |
Balance (in shares) at Mar. 31, 2017 | 21,573 | |||||
Balance (in shares) at Mar. 31, 2017 | 1,215 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (22,097) | $ (15,452) |
Share of other comprehensive loss of equity method investments | (2) | (10) |
Reclassification adjustment for sale of equity method investments | 50 | 0 |
Total comprehensive loss | $ (22,049) | $ (15,462) |
General
General | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The accompanying unaudited interim Consolidated Financial Statements of Safeguard Scientifics, Inc. (“Safeguard” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America and the interim financial statement rules and regulations of the SEC. In the opinion of management, these statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements. The interim operating results are not necessarily indicative of the results for a full year or for any interim period. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The Consolidated Financial Statements included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-Q and with the Company’s Consolidated Financial Statements and Notes thereto included in the Company’s 2016 Annual Report on Form 10-K. Significant Accounting Policies Restricted Cash Equivalents Restricted cash equivalents consist of certificates of deposit with various maturity dates. Amounts included in restricted cash equivalents represent those required to be set aside by a contractual agreement with a bank as collateral for a letter of credit. The restriction on the cash will lapse when the related letter of credit expires on March 19, 2019. The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2017 December 31, 2016 (In thousands) Cash and cash equivalents $ 30,543 $ 22,058 Long-term restricted cash equivalents 6,336 6,336 Total cash, cash equivalents and restricted cash equivalents $ 36,879 $ 28,394 Recent Accounting Pronouncements Evaluation of Accounting Standards Update No. 2014-09 In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 and related subsequent amendments outlines a single comprehensive model to use to account for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. For public companies, the guidance is effective for annual periods beginning after December 15, 2017 and any interim periods that fall within that reporting period. For nonpublic companies, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 with early adoption permitted. As the new standard will supersede most existing revenue guidance, it could impact revenue and cost recognition for partner companies. Any change in revenue or cost recognition for partner companies could affect the Company's recognition of its share of the results of its equity method partner companies. The Company has been closely monitoring the FASB activity related to the new standard and has begun work to conclude on specific interpretative issues. |
Ownership Interests in and Adva
Ownership Interests in and Advances to Partner Companies and Funds | 3 Months Ended |
Mar. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Ownership Interests in and Advances to Partner Companies | Ownership Interests in and Advances to Partner Companies The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies. March 31, 2017 December 31, 2016 (Unaudited - In thousands) Equity Method: Partner companies $ 131,852 $ 154,219 Private equity funds 446 447 132,298 154,666 Cost Method: Partner companies 2,687 2,112 Private equity funds 1,400 1,550 4,087 3,662 Advances to partner companies 25,240 25,142 $ 161,625 $ 183,470 In March 2017, the Company sold its interest in partner company Beyond.com back to Beyond.com for $26.0 million . The Company received $15.5 million in cash and a three -year, $10.5 million note for the balance due, which accrues interest at a rate of 9.5% per annum. The receipt of the $15.5 million in cash resulted in a gain of $0.1 million which is included in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2017. The $10.5 million note is fully reserved and has a carrying value of zero as of March 31, 2017. A gain will be recorded when the note is repaid. Interest is payable annually and interest income is recorded as earned throughout the year. In the quarter ended March 31, 2017, the Company recognized an impairment charge of $2.7 million related to Pneuron, Inc. which is reflected in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2017. The impairment was due to a decline in revenue and a lack of new customers. The adjusted carrying value of the Company's interest in Pneuron is $2.5 million at March 31, 2017. In July 2015, Quantia, Inc. was acquired by Physicians Interactive. The Company received $7.8 million in initial cash proceeds in connection with the transaction in July 2015 and $0.6 million in connection with the expiration of the initial escrow period in July 2016. In January 2017, the Company received an additional $0.6 million in connection with the expiration of the final escrow period resulting in a gain of $0.6 million which is included in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2017. In April 2016, the Company received $3.3 million associated with the achievement of the final performance milestone related to the December 2013 sale of ThingWorx, Inc. to PTC, Inc., resulting in a gain of $3.3 million which is included in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2016. |
Acquisitions of Ownership Inter
Acquisitions of Ownership Interests in Partner Companies and Funds | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Acquisitions of Ownership Interests in Partner Companies | Acquisitions of Ownership Interests in Partner Companies In March and January 2017, the Company deployed an aggregate of $2.0 million in Cloudmine, Inc. The Company had previously deployed an aggregate of $5.5 million in CloudMine. CloudMine empowers payers, providers, and pharmaceutical organizations to mobilize patient information by building robust applications and driving actionable insights. The Company accounts for its interest in CloudMine under the equity method. In March and February 2017, the Company funded an aggregate of $4.0 million of convertible bridge loans to InfoBionic, Inc. The Company had previously deployed an aggregate of $14.5 million in InfoBionic. InfoBionic is an emerging digital health company focused on creating patient monitoring solutions for chronic disease management with an initial market focus on cardiac arrhythmias. The Company accounts for its interest in InfoBionic under the equity method. In March 2017, the Company funded $0.2 million of a bridge loan to Lumesis, Inc. The Company had previously deployed an aggregate of $6.2 million in Lumesis. Lumesis is a financial technology company focused on providing business efficiency, regulatory and data solutions to the municipal bond marketplace. The Company accounts for its interest in Lumesis under the equity method. In February 2017, the Company funded $0.5 million of a convertible loan to NovaSom, Inc. The Company had previously deployed an aggregate of $22.0 million in NovaSom. NovaSom is a medical device company focused on obstructive sleep apnea, specifically home testing with its FDA-cleared wireless device called AccuSom ® Home Sleep Test. The Company accounts for its interest in NovaSom under the equity method. In January 2017, the Company deployed $2.4 million into Full Measure Education, Inc. The Company had previously deployed an aggregate of $8.6 million in Full Measure. Full Measure designs next-generation, mobile-first technologies for community colleges throughout the United States. The Company accounts for its interest in Full Measure under the equity method. In January 2017, the Company funded $0.3 million of a convertible bridge loan to Aventura, Inc. to fund wind-down activities. The Company had previously deployed an aggregate of $6.2 million in Aventura. The adjusted carrying value of the Company's interest in Aventura was $0.0 million at March 31, 2017. The Company accounted for its interest in Aventura under the equity method. In January 2017, the Company funded $1.0 million of a convertible bridge loan to WebLinc, Inc. The Company had previously deployed an aggregate of $12.0 million in WebLinc. WebLinc is a commerce platform provider for fast growing online retailers. The Company accounts for its interest in WebLinc under the equity method. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company categorizes its financial instruments into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial instruments recorded at fair value on the Company’s Consolidated Balance Sheets are categorized as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table provides the carrying value and fair value of certain financial assets and liabilities of the Company measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 : Carrying Value Fair Value Measurement at March 31, 2017 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 30,543 $ 30,543 $ — $ — Long-term restricted cash equivalents 6,336 6,336 — — — Marketable securities—held-to-maturity: Certificates of deposit $ 5,423 $ 5,423 $ — $ — Total marketable securities $ 5,423 $ 5,423 $ — $ — Carrying Value Fair Value Measurement at December 31, 2016 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 22,058 $ 22,058 $ — $ — Long-term restricted cash equivalents 6,336 6,336 — — Marketable securities—held-to-maturity: Certificates of deposit $ 15,686 $ 15,686 $ — $ — Total marketable securities $ 15,686 $ 15,686 $ — $ — As of March 31, 2017 , $2.4 million of marketable securities had contractual maturities which were less than one year and $3.0 million of marketable securities had contractual maturities greater than one year. Held-to-maturity securities are carried at amortized cost, which, due to the short-term maturity of these instruments, approximates fair value using quoted prices in active markets for identical assets or liabilities defined as Level 1 inputs under the fair value hierarchy. |
Convertible Debentures and Cred
Convertible Debentures and Credit Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Debentures and Credit Arrangements | Convertible Debentures In November 2012, the Company issued $55.0 million principal amount of its 5.25% convertible senior debentures due on May 15, 2018 (the "2018 Debentures"). The 2018 Debentures may be settled in cash or partially in cash upon conversion. Accordingly, the Company separately accounts for the liability and equity components of the 2018 Debentures. The carrying amount of the liability component was determined at the transaction date by measuring the fair value of a similar liability that does not have an associated equity component. The carrying amount of the equity component represented by the embedded conversion option was determined by deducting the fair value of the liability component from the initial proceeds of the 2018 Debentures as a whole. At March 31, 2017 , the fair value of the $55.0 million outstanding 2018 Debentures was approximately $56.1 million , based on the midpoint of the bid and ask prices as of such date. At March 31, 2017 , the carrying amount of the equity component was $6.4 million , the principal amount of the liability component was $55.0 million , the unamortized discount was $1.6 million , unamortized debt issuance costs were $0.4 million and the net carrying value of the liability component was $53.0 million . The Company is amortizing the excess of the face value of the 2018 Debentures over their carrying value over their term as additional interest expense using the effective interest method and recorded $0.4 million and $0.3 million of such expense for the three months ended March 31, 2017 and 2016 , respectively. The effective interest rate on the 2018 Debentures is 8.7% . The Company anticipates refinancing all or a portion of the outstanding 2018 Debentures before the maturity date of May 15, 2018. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows: Three months ended March 31, 2017 2016 (Unaudited - In thousands) General and administrative expense $ (105 ) $ 807 $ (105 ) $ 807 The fair value of the Company’s option awards to employees was estimated at the date of grant using the Black-Scholes option-pricing model. The risk-free rate was based on the U.S. Treasury yield curve in effect at the end of the quarter in which the grant occurred. The expected term of stock options granted was estimated using the historical exercise behavior of employees. Expected volatility was based on historical volatility measured using weekly price observations of the Company’s common stock for a period equal to the stock option’s expected term. At March 31, 2017 , the Company had outstanding options that vest based on two different types of vesting schedules: 1) performance-based; 2) service-based. Performance-based awards entitle participants to vest in a number of awards determined by achievement by the Company of target capital returns based on net cash proceeds received by the Company on the sale, merger or other exit transaction of certain identified partner companies. Vesting may occur, if at all, once per year. The requisite service periods for the performance-based awards are based on the Company’s estimate of when the performance conditions will be met. Compensation expense is recognized for performance-based awards for which the performance condition is considered probable of achievement. Compensation expense is recognized over the requisite service periods using the straight-line method but is accelerated if capital return targets are achieved earlier than estimated. During the three months ended March 31, 2017 and 2016, the Company did not issue any performance-based options to employees, no performance-based options vested and no performance-based options were canceled or forfeited. The Company recorded a reduction in compensation expense related to performance-based options of $0.2 million for the three months ended March 31, 2017 and compensation expense of $0.2 million for the three months ended March 31, 2016. The maximum number of unvested options at March 31, 2017 attainable under these grants was 344 thousand shares. Service-based awards generally vest over four years after the date of grant and expire eight years after the date of grant. Compensation expense is recognized over the requisite service period using the straight-line method. The requisite service period for service-based awards is the period over which the award vests. During the three months ended March 31, 2017 and 2016, the Company issued 0 thousand and 1 thousand service-based options, respectively, to employees. During the three months ended March 31, 2017 and 2016, 0 thousand and 8 thousand service-based options, respectively, were canceled or forfeited. The Company recorded compensation expense related to service-based options of $0.0 million for both the three months ended March 31, 2017 and 2016. Performance-based stock units vest based on achievement by the Company of target capital returns based on net cash proceeds received by the Company on the sale, merger or other exit transaction of certain identified partner companies, as described above related to performance-based awards. Performance-based stock units represent the right to receive shares of the Company’s common stock, on a one-for-one basis. During the three months ended March 31, 2017 and 2016, the Company did not issue any performance-based stock units to employees, no performance-based stock units vested and no performance-based stock units were canceled or forfeited. Under the terms of the 2016, 2015 and 2014 performance-based awards, once performance-based stock units are fully vested, participants are entitled to receive cash payments based on their initial performance grant values as target capital returns are exceeded. At March 31, 2017, the liability associated with such potential cash payments was $0.0 million . During the three months ended March 31, 2017 and 2016, the Company issued 4 thousand and 5 thousand deferred stock units, respectively, to non-employee directors for annual service grants or fees earned during the preceding quarter. Deferred stock units issued to directors in lieu of directors fees are 100% vested at the grant date; matching deferred stock units equal to 25% of directors’ fees deferred vest one year following the grant date or, if earlier, upon reaching age 65 . Deferred stock units are payable in stock on a one-for-one basis. Payments related to the deferred stock units are generally distributable following termination of employment or service, death or permanent disability. During the three months ended March 31, 2017 and 2016, the Company did not issue any restricted stock awards. Total compensation expense for performance-based stock units, deferred stock units, and restricted stock was $0.1 million and $0.6 million for the three months ended March 31, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s consolidated income tax benefit (expense) was $0.0 million for the three months ended March 30, 2017 and 2016. The Company has recorded a valuation allowance to reduce its net deferred tax asset to an amount that is more likely than not to be realized in future years. Accordingly, the benefit of the net operating loss that would have been recognized in the three months ended March 31, 2017 and 2016 was offset by changes in the valuation allowance. During the three months ended March 31, 2017 , the Company had no material changes in uncertain tax positions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Loss Per Share The calculations of net loss per share were as follows: Three months ended March 31, 2017 2016 (Unaudited - In thousands, except per share data) Basic: Net loss $ (22,097 ) $ (15,452 ) Weighted average common shares outstanding 20,380 20,448 Net loss per share $ (1.08 ) $ (0.76 ) Diluted: Net loss $ (22,097 ) $ (15,452 ) Weighted average common shares outstanding 20,380 20,448 Net loss per share $ (1.08 ) $ (0.76 ) Basic and diluted average common shares outstanding for purposes of computing net income (loss) per share includes outstanding common shares and vested deferred stock units (DSUs). If a consolidated or equity method partner company has dilutive stock options, unvested restricted stock, DSUs or warrants, diluted net income (loss) per share is computed by first deducting the income attributable to the potential exercise of the dilutive securities of the partner company from net income (loss). Any impact is shown as an adjustment to net income (loss) for purposes of calculating diluted net income (loss) per share. Diluted earnings per share for the three months ended March 31, 2017 and 2016 do not reflect the following potential shares of common stock that would have an anti-dilutive effect or have unsatisfied performance or market conditions: • At March 31, 2017 and 2016, options to purchase 0.7 million and 1.1 million shares of common stock, respectively, at prices ranging from $9.83 to $19.95 and $7.14 to $19.95 , respectively, were excluded from the calculations. • At March 31, 2017 and 2016, unvested restricted stock, performance-based stock units and DSUs convertible into 0.9 million and 0.7 million shares of stock, respectively, were excluded from the calculations. • At March 31, 2017 and 2016, 3.0 million shares of common stock, representing the effect of the assumed conversion of the 2018 Debentures, were excluded from the calculations. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates as one operating segment based upon the similar nature of its technology-driven partner companies, the functional alignment of the organizational structure, and the reports that are regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources. As of March 31, 2017 , the Company held interests in 28 non-consolidated partner companies. The Company’s active partner companies were as follows as of March 31, 2017 : Partner Company Safeguard Primary Ownership as of March 31, 2017 Accounting Method AdvantEdge Healthcare Solutions, Inc. 40.1% Equity Aktana, Inc. 31.2% Equity Apprenda, Inc. 29.4% Equity Brickwork 20.3% Equity Cask Data, Inc. 31.3% Equity CloudMine, Inc. 47.3% Equity Clutch Holdings, Inc. 42.8% Equity Full Measure Education, Inc. 42.3% Equity Good Start Genetics, Inc. 29.6% Equity Hoopla Software, Inc. 25.5% Equity InfoBionic, Inc. 39.7% Equity Lumesis, Inc. 44.1% Equity MediaMath, Inc. 20.5% Equity meQuilibrium 31.5% Equity Moxe Health Corporation 32.4% Equity NovaSom, Inc. 31.7% Equity Pneuron Corporation 35.4% Equity Prognos 35.2% Equity Propeller Health, Inc. 24.0% Equity QuanticMind, Inc. 23.2% Equity Sonobi, Inc. 21.6% Equity Spongecell, Inc. 23.0% Equity Syapse, Inc. 26.2% Equity T-REX Group, Inc. 23.6% Equity Transactis, Inc. 24.0% Equity Trice Medical, Inc. 27.6% Equity WebLinc, Inc. 38.0% Equity Zipnosis, Inc. 25.4% Equity As of March 31, 2017 and December 31, 2016 , all of the Company’s assets were located in the United States. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company and its partner companies are involved in various claims and legal actions arising in the ordinary course of business. In the current opinion of the Company, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations, however, no assurance can be given as to the outcome of these actions, and one or more adverse rulings could have a material adverse effect on the Company’s consolidated financial position and results of operations or that of its partner companies. The Company records costs associated with legal fees as such services are rendered. The Company had outstanding guarantees of $3.8 million at March 31, 2017 which related to one of the Company's private equity holdings. The Company is required to return a portion or all the distributions it received as a general partner of a private equity fund for further distribution to such fund's limited partners (“clawback”). The Company’s ownership in the fund is 19% . The clawback liability is joint and several, such that the Company may be required to fund the clawback for other general partners should they default. The Company believes its potential liability due to the possibility of default by other general partners is remote. The Company was notified by the fund's manager that the fund is being dissolved and $1.0 million of the Company's clawback liability was paid in the first quarter of 2017. The maximum additional clawback liability is $0.3 million which was reflected in Other long-term liabilities on the Consolidated Balance Sheet at March 31, 2017. In October 2001, the Company entered into an agreement with a former Chairman and Chief Executive Officer of the Company, to provide for annual payments of $0.65 million per year and certain health care and other benefits for life. The related current liability of $0.8 million was included in Accrued expenses and other current liabilities and the long-term portion of $1.9 million was included in Other long-term liabilities on the Consolidated Balance Sheet at March 31, 2017 . The Company provided a $6.3 million letter of credit expiring on March 19, 2019 to the landlord of CompuCom Systems, Inc.’s Dallas headquarters as required in connection with the sale of CompuCom Systems in 2004. The letter of credit is now secured by cash which is classified as Long-term restricted cash equivalents on the Consolidated Balance Sheet. The Company has agreements with certain employees that provide for severance payments to the employee in the event the employee is terminated without cause or an employee terminates his employment for “good reason.” The maximum aggregate exposure under the agreements was approximately $3.0 million at March 31, 2017 . In June 2011, the Company's former partner company, Advanced BioHealing, Inc. (“ABH”) was acquired by Shire plc (“Shire”). Prior to the expiration of the escrow period in March 2012, Shire filed a claim against all amounts held in escrow related to the sale based principally upon a United States Department of Justice (“DOJ”) false claims act investigation relating to ABH (the “Investigation”). In connection with the above-referenced investigation, in July 2015 the Company received a Civil Investigation Demand-Documentary Material (“CID”) from the DOJ regarding ABH and Safeguard’s relationship with ABH. Pursuant to the CID, the Company provided the requested materials and information. To the Company’s knowledge, the CID was related to multiple qui tam (“whistleblower”) actions, one of which was filed in 2014 by an ex-employee of ABH that named the Company and one of the Company’s employees along with other entities and individuals as defendants. At this time, the DOJ has declined to pursue the qui tam action as it relates to the Company and such Company employee. In addition, in connection with the above matters, the Company and other former equity holders in ABH recently entered into a settlement and release with Shire, which resulted in the release to Shire of all amounts held in escrow related to the sale of ABH. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | Equity In July 2015, the Company's Board of Directors authorized the Company, from time to time and depending on market conditions, to repurchase up to $25.0 million of the Company's outstanding common stock. During the three months ended March 31, 2016, the Company repurchased 0.4 million shares at an aggregate cost of $5.4 million with $14.6 million remaining for repurchase under the existing authorization. |
General General (Policies)
General General (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restricted Cash Equivalents | Restricted Cash Equivalents Restricted cash equivalents consist of certificates of deposit with various maturity dates. Amounts included in restricted cash equivalents represent those required to be set aside by a contractual agreement with a bank as collateral for a letter of credit. The restriction on the cash will lapse when the related letter of credit expires on March 19, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Evaluation of Accounting Standards Update No. 2014-09 In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 and related subsequent amendments outlines a single comprehensive model to use to account for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. For public companies, the guidance is effective for annual periods beginning after December 15, 2017 and any interim periods that fall within that reporting period. For nonpublic companies, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 with early adoption permitted. As the new standard will supersede most existing revenue guidance, it could impact revenue and cost recognition for partner companies. Any change in revenue or cost recognition for partner companies could affect the Company's recognition of its share of the results of its equity method partner companies. The Company has been closely monitoring the FASB activity related to the new standard and has begun work to conclude on specific interpretative issues. |
General General (Tables)
General General (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2017 December 31, 2016 (In thousands) Cash and cash equivalents $ 30,543 $ 22,058 Long-term restricted cash equivalents 6,336 6,336 Total cash, cash equivalents and restricted cash equivalents $ 36,879 $ 28,394 |
Ownership Interests in and Ad21
Ownership Interests in and Advances to Partner Companies and Funds (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Ownership Interests in and Advances to Partner Companies and Private Equity Funds | The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies. March 31, 2017 December 31, 2016 (Unaudited - In thousands) Equity Method: Partner companies $ 131,852 $ 154,219 Private equity funds 446 447 132,298 154,666 Cost Method: Partner companies 2,687 2,112 Private equity funds 1,400 1,550 4,087 3,662 Advances to partner companies 25,240 25,142 $ 161,625 $ 183,470 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Fair Value of Certain Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table provides the carrying value and fair value of certain financial assets and liabilities of the Company measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 : Carrying Value Fair Value Measurement at March 31, 2017 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 30,543 $ 30,543 $ — $ — Long-term restricted cash equivalents 6,336 6,336 — — — Marketable securities—held-to-maturity: Certificates of deposit $ 5,423 $ 5,423 $ — $ — Total marketable securities $ 5,423 $ 5,423 $ — $ — Carrying Value Fair Value Measurement at December 31, 2016 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 22,058 $ 22,058 $ — $ — Long-term restricted cash equivalents 6,336 6,336 — — Marketable securities—held-to-maturity: Certificates of deposit $ 15,686 $ 15,686 $ — $ — Total marketable securities $ 15,686 $ 15,686 $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows: Three months ended March 31, 2017 2016 (Unaudited - In thousands) General and administrative expense $ (105 ) $ 807 $ (105 ) $ 807 |
Types of Vesting Schedules | At March 31, 2017 , the Company had outstanding options that vest based on two different types of vesting schedules: 1) performance-based; 2) service-based. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculations of Net Loss Per Share | The calculations of net loss per share were as follows: Three months ended March 31, 2017 2016 (Unaudited - In thousands, except per share data) Basic: Net loss $ (22,097 ) $ (15,452 ) Weighted average common shares outstanding 20,380 20,448 Net loss per share $ (1.08 ) $ (0.76 ) Diluted: Net loss $ (22,097 ) $ (15,452 ) Weighted average common shares outstanding 20,380 20,448 Net loss per share $ (1.08 ) $ (0.76 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Active Partner Companies by Segment | The Company’s active partner companies were as follows as of March 31, 2017 : Partner Company Safeguard Primary Ownership as of March 31, 2017 Accounting Method AdvantEdge Healthcare Solutions, Inc. 40.1% Equity Aktana, Inc. 31.2% Equity Apprenda, Inc. 29.4% Equity Brickwork 20.3% Equity Cask Data, Inc. 31.3% Equity CloudMine, Inc. 47.3% Equity Clutch Holdings, Inc. 42.8% Equity Full Measure Education, Inc. 42.3% Equity Good Start Genetics, Inc. 29.6% Equity Hoopla Software, Inc. 25.5% Equity InfoBionic, Inc. 39.7% Equity Lumesis, Inc. 44.1% Equity MediaMath, Inc. 20.5% Equity meQuilibrium 31.5% Equity Moxe Health Corporation 32.4% Equity NovaSom, Inc. 31.7% Equity Pneuron Corporation 35.4% Equity Prognos 35.2% Equity Propeller Health, Inc. 24.0% Equity QuanticMind, Inc. 23.2% Equity Sonobi, Inc. 21.6% Equity Spongecell, Inc. 23.0% Equity Syapse, Inc. 26.2% Equity T-REX Group, Inc. 23.6% Equity Transactis, Inc. 24.0% Equity Trice Medical, Inc. 27.6% Equity WebLinc, Inc. 38.0% Equity Zipnosis, Inc. 25.4% Equity |
General Significant Accounting
General Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 30,543 | $ 22,058 | ||
Long-term restricted cash equivalents | 6,336 | 6,336 | ||
Total cash, cash equivalents and restricted cash equivalents | $ 36,879 | $ 28,394 | $ 28,163 | $ 32,838 |
Ownership Interests in and Ad27
Ownership Interests in and Advances to Partner Companies and Funds - Carrying Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investments In And Advances To Affiliates [Line Items] | ||
Equity method investments | $ 132,298 | $ 154,666 |
Cost method investments | 4,087 | 3,662 |
Advances to partner companies | 25,240 | 25,142 |
Investments in and advance to affiliates, subsidiaries, associates, and joint ventures | 161,625 | 183,470 |
Partner companies | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity method investments | 131,852 | 154,219 |
Cost method investments | 2,687 | 2,112 |
Private equity funds | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity method investments | 446 | 447 |
Cost method investments | $ 1,400 | $ 1,550 |
Ownership Interests in and Ad28
Ownership Interests in and Advances to Partner Companies and Funds - Narrative (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2017 | Jan. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2016 | Jul. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 03, 2017 | Dec. 31, 2016 | |
Investment [Line Items] | |||||||||
Proceeds from sale of business | $ 15,753 | $ 4,194 | |||||||
Equity method investments | $ 132,298 | 132,298 | $ 154,666 | ||||||
Pneuron | |||||||||
Investment [Line Items] | |||||||||
Asset Impairment Charges | 2,700 | ||||||||
Equity method investments | 2,500 | 2,500 | |||||||
Beyond.com, Inc | |||||||||
Investment [Line Items] | |||||||||
Consideration received per transaction | 26,000 | ||||||||
Proceeds from sale of business | $ 15,500 | ||||||||
Term of note receivable (in years) | 3 years | ||||||||
Amount of consideration received | $ 10,500 | ||||||||
Interest rate on note receivable | 9.50% | ||||||||
Gain on sale of business | 100 | ||||||||
Quantia, Inc. | |||||||||
Investment [Line Items] | |||||||||
Proceeds from sale of business | $ 600 | $ 600 | $ 7,800 | ||||||
Gain on sale of business | $ 600 | ||||||||
Thing Worx, Inc. | |||||||||
Investment [Line Items] | |||||||||
Proceeds from sale of business | $ 3,300 | ||||||||
Gain on sale of business | $ 3,300 |
Acquisitions of Ownership Int29
Acquisitions of Ownership Interests in Partner Companies and Funds (Detail) - USD ($) $ in Thousands | 3 Months Ended | 22 Months Ended | 23 Months Ended | 24 Months Ended | 29 Months Ended | 33 Months Ended | 59 Months Ended | 66 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 4,476 | $ 17,073 | |||||||
Equity method investments | 132,298 | $ 154,666 | $ 154,666 | $ 154,666 | $ 154,666 | $ 154,666 | $ 154,666 | $ 154,666 | |
CloudMine | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | 2,000 | $ 5,500 | |||||||
InfoBionic | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 14,500 | ||||||||
Convertible bridge loan | 4,000 | ||||||||
Lumesis, Inc. | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 6,200 | ||||||||
Convertible bridge loan | 200 | ||||||||
Novasom, Inc. | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 22,000 | ||||||||
Convertible bridge loan | 500 | ||||||||
Full Measure | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | 2,400 | $ 8,600 | |||||||
Aventura | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 6,200 | ||||||||
Equity method investments | 0 | ||||||||
Convertible bridge loan | 300 | ||||||||
WebLinc | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments to acquire equity method investments | $ 1,000 | $ 12,000 |
Fair Value Measurements - Carr
Fair Value Measurements - Carrying Value and Fair Value of Certain Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term restricted cash equivalents | $ 6,336 | $ 6,336 |
Reported Value Measurement [Member] | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 30,543 | 22,058 |
Long-term restricted cash equivalents | 6,336 | 6,336 |
Total marketable securities | 5,423 | 15,686 |
Reported Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 5,423 | 15,686 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 30,543 | 22,058 |
Long-term restricted cash equivalents | 6,336 | 6,336 |
Total marketable securities | 5,423 | 15,686 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Long-term restricted cash equivalents | 0 | 0 |
Total marketable securities | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Long-term restricted cash equivalents | 0 | 0 |
Total marketable securities | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 5,423 | 15,686 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | $ 0 | $ 0 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Marketable securities, current | $ 2,376 | $ 8,384 |
Marketable securities, non current | $ 3,047 | $ 7,302 |
Convertible Debentures and Cr32
Convertible Debentures and Credit Arrangements - Convertible Senior Debentures Narrative (Detail) - Convertible Senior Debentures due 2018 - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Nov. 30, 2012 | |
Debt Instrument [Line Items] | |||
Aggregate face value of convertible senior debentures | $ 55,000,000 | $ 55,000,000 | |
Interest rate on debentures | 5.25% | ||
Fair value of debentures outstanding | 56,100,000 | ||
Gross carrying amount of equity component | 6,400,000 | ||
Unamortized discount | 1,600,000 | ||
Deferred finance costs, noncurrent, net | 400,000 | ||
Carrying value of liability component | 53,000,000 | ||
Amortization of debt discount (premium) | $ 400,000 | $ 300,000 | |
Debt instrument, interest rate, effective percentage | 8.70% |
Convertible Debentures and Cr33
Convertible Debentures and Credit Arrangements - Credit Arrangements Narrative (Detail) - Credit Arrangements | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Maximum aggregate amount of revolving credit facility in the form of borrowings, guarantees and issuances of letters of credit (subject to a $20 million sublimit) | $ 25,000,000 |
After Amendment | |
Debt Instrument [Line Items] | |
Credit facility maturity date | Dec. 19, 2016 |
Landlord Of Compu Com Systems Incs Dallas Headquarters | |
Debt Instrument [Line Items] | |
Letter of credit under the credit facility | $ 6,300,000 |
Letter of credit expiration date | Mar. 19, 2019 |
Stock-Based Compensation - Sto
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ (105) | $ 807 |
General And Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ (105) | $ 807 |
Stock-Based Compensation - Nar
Stock-Based Compensation - Narrative (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)vesting_typeyrshares | Mar. 31, 2016USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of award vesting types | vesting_type | 2 | |
Cash liability for performance-based units | $ | $ 0 | |
Performance Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ | $ 0.2 | $ 0.2 |
Stock-based compensation, maximum number of unvested shares (in shares) | shares | 344,000 | |
Service Based Award | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options, forfeitures in period (in shares) | shares | 0 | 8,000 |
Stock-based compensation expense | $ | $ 0 | $ 0 |
Vesting period (in years) | 4 years | |
Expiration period (in years) | 8 years | |
Options issued (in shares) | shares | 0 | 1,000 |
Deferred Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of shares vested in lieu of directors fees at the grant date | 100.00% | |
Portion of Director fees matched to deferred stock units | 25.00% | |
Vesting period of deferred stock (in years) | 1 year | |
Minimum age required for meeting directors fees deferred vest criteria | yr | 65 | |
Deferred Stock Units | Director | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares issued to non-employee individual (in shares) | shares | 4,000 | 5,000 |
Deferred stock units, performance-based stock units and restricted stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ | $ 0.1 | $ 0.6 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit (expense) | $ 0 | $ 0 |
Net Income (Loss) Per Share -
Net Income (Loss) Per Share - Calculations of Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Basic: | ||
Net income (loss) | $ (22,097) | $ (15,452) |
Weighted average common shares outstanding (in shares) | 20,380 | 20,448 |
Net income (loss) per share (in dollars per share) | $ (1.08) | $ (0.76) |
Diluted: | ||
Weighted average common shares outstanding (in shares) | 20,380 | 20,448 |
Net income (loss) per share (in dollars per share) | $ (1.08) | $ (0.76) |
Net Income (Loss) Per Share 38
Net Income (Loss) Per Share - Narrative (Detail) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share of common stock excluded from diluted net loss per share calculation (in shares) | 0.7 | 1.1 |
Shares of common stock at prices ranging, lower limit (in dollars per share) | $ 9.83 | $ 7.14 |
Shares of common stock at prices ranging, upper limit (in dollars per share) | $ 19.95 | $ 19.95 |
Deferred stock units, performance-based stock units and restricted stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share of common stock excluded from diluted net loss per share calculation (in shares) | 0.9 | 0.7 |
Convertible Senior Debentures due 2018 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share of common stock excluded from diluted net loss per share calculation (in shares) | 3 | 3 |
Segment Reporting - Narrative
Segment Reporting - Narrative (Detail) | Mar. 31, 2017nonconsolidated_partner_company |
Segment Reporting [Abstract] | |
Non-consolidated partner companies | 28 |
Segment Reporting - Active Par
Segment Reporting - Active Partner Companies by Segment (Detail) | Mar. 31, 2017 |
AdvantEdge Healthcare Solutions, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 40.10% |
Apprenda | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 29.40% |
BrickWork | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 20.30% |
Cask Data | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 31.30% |
CloudMine | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 47.30% |
Clutch Holdings, LLC | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 42.80% |
Full Measure | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 42.30% |
Hoopla Software, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 25.50% |
Lumesis, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 44.10% |
MediaMath, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 20.50% |
Moxe Health | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 32.40% |
Pneuron | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 35.40% |
Prognos | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 35.20% |
QuanticMind, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 23.20% |
Sonobi | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 21.60% |
Spongecell | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 23.00% |
T-REX Group, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 23.60% |
Transactis | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 24.00% |
WebLinc | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 38.00% |
Healthcare | Aktana, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 31.20% |
Healthcare | Good Start Genetics, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 29.60% |
Healthcare | InfoBionic | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 39.70% |
Healthcare | meQuilibrium | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 31.50% |
Healthcare | Novasom, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 31.70% |
Healthcare | Propeller | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 24.00% |
Healthcare | Syapse, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 26.20% |
Healthcare | Trice | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 27.60% |
Healthcare | Zipnosis | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 25.40% |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2001 | Mar. 31, 2017 | Dec. 31, 2016 | |
Commitment Contingencies And Guarantees [Line Items] | |||
Accrued expenses | $ 2,017 | $ 2,223 | |
Other long-term liabilities | 3,581 | $ 3,630 | |
Annual payments | $ 650 | ||
Employee Severance | |||
Commitment Contingencies And Guarantees [Line Items] | |||
Maximum severance payments | 3,000 | ||
Letter of credit | |||
Commitment Contingencies And Guarantees [Line Items] | |||
Letter of credit under the credit facility | 6,300 | ||
Accrued expenses and other current liabilities | |||
Commitment Contingencies And Guarantees [Line Items] | |||
Liability to former chairman and chief executive officer, current | 800 | ||
Other long-term liabilities | |||
Commitment Contingencies And Guarantees [Line Items] | |||
Liability to former chairman and chief executive officer, non-current | 1,900 | ||
Clawback Liability | |||
Commitment Contingencies And Guarantees [Line Items] | |||
Other long-term liabilities | $ 300 | ||
Company's ownership in the funds | 19.00% | ||
Clawback Liability Paid | $ 1,000 | ||
Private equity funds | |||
Commitment Contingencies And Guarantees [Line Items] | |||
Company outstanding guarantees | $ 3,800 |
Equity (Details)
Equity (Details) - Common Stock - USD ($) shares in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2017 | Jul. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 25,000,000 | ||
Repurchase of common stock (in shares) | 0.4 | ||
Stock repurchased during period, value | $ 5,400,000 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 14,600,000 |