SAFEGUARD SCIENTIFICS INC, 10-Q filed on 4/24/2015
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2015
Apr. 22, 2015
Document Documentand Entity Information [Abstract]
 
 
Entity Registrant Name
SAFEGUARD SCIENTIFICS INC 
 
Entity Central Index Key
0000086115 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Mar. 31, 2015 
 
Document Fiscal Year Focus
2015 
 
Document Fiscal Period Focus
Q1 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
20,708,867 
Trading Symbol
SFE 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Current Assets:
 
 
Cash and cash equivalents
$ 85,086 
$ 111,897 
Marketable securities
24,475 
25,263 
Prepaid expenses and other current assets
1,721 
1,684 
Total current assets
111,282 
138,844 
Property and equipment, net
218 
123 
Ownership interests in and advances to partner companies
165,421 
154,192 
Loan participations receivable
3,851 
3,855 
Long-term marketable securities
20,657 
19,365 
Other assets
2,009 
2,075 
Total Assets
303,438 
318,454 
Current Liabilities:
 
 
Accounts payable
227 
226 
Accrued compensation and benefits
1,688 
3,997 
Accrued expenses and other current liabilities
3,055 
2,334 
Total current liabilities
4,970 
6,557 
Other long-term liabilities
3,558 
3,507 
Convertible senior debentures
50,850 
50,563 
Total Liabilities
59,378 
60,627 
Commitments and contingencies
   
   
Equity:
 
 
Preferred stock, $0.10 par value; 1,000 shares authorized
Common stock, $0.10 par value; 83,333 shares authorized; 21,573 shares issued at March 31, 2015 and December 31, 2014
2,157 
2,157 
Additional paid-in capital
819,423 
819,757 
Treasury stock, at cost; 865 and 921 shares at March 31, 2015 and December 31, 2014, respectively
(18,171)
(19,341)
Accumulated deficit
(559,349)
(544,746)
Total Equity
244,060 
257,827 
Total Liabilities and Equity
$ 303,438 
$ 318,454 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
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
865 
921 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement [Abstract]
 
 
General and administrative expense
$ 4,880 
$ 5,239 
Operating loss
(4,880)
(5,239)
Other income (loss), net
(388)
30,374 
Interest income
449 
470 
Interest expense
(1,122)
(1,094)
Equity income (loss)
(8,662)
6,808 
Net income (loss) before income taxes
(14,603)
31,319 
Income tax benefit (expense)
Net loss
$ (14,603)
$ 31,319 
Net income (loss) per share:
 
 
Basic (in dollars per share)
$ (0.70)
$ 1.44 
Diluted (in dollars per share)
$ (0.70)
$ 1.29 
Weighted average shares used in computing income (loss) per share :
 
 
Basic (in shares)
20,861 
21,687 
Diluted (in shares)
20,861 
25,121 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
Net income (loss)
$ (14,603)
$ 31,319 
Other comprehensive income (loss), before taxes:
 
 
Unrealized net loss on available-for-sale securities
(3)
Reclassification adjustment for other than temporary impairment of available-for-sale securities included in net income (loss)
Total comprehensive income (loss)
$ (14,603)
$ 31,319 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Cash Flows from Operating Activities:
 
 
Net cash used in operating activities
$ (6,481)
$ (7,816)
Cash Flows from Investing Activities:
 
 
Proceeds from sales of and distributions from companies
2,192 
77,187 
Acquisitions of ownership interests in companies
(14,129)
(5,361)
Advances and loans to companies
(8,338)
(528)
Repayment of advances and loans to companies
28 
1,962 
Increase in marketable securities
(9,337)
(16,400)
Decrease in marketable securities
8,815 
18,914 
Capital expenditures
(110)
(11)
Other
Net cash provided by (used in) investing activities
(20,879)
75,768 
Cash Flows from Financing Activities:
 
 
Issuance of Company common stock, net
549 
522 
Repurchase of Company common stock
(8,040)
Net cash provided by (used in) financing activities
549 
(7,518)
Net change in cash and cash equivalents
(26,811)
60,434 
Cash and cash equivalents at beginning of period
111,897 
139,318 
Cash and cash equivalents at end of period
$ 85,086 
$ 199,752 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $)
In Thousands, unless otherwise specified
Total
Accumulated Deficit [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Stock [Member]
Balance at Dec. 31, 2014
$ 257,827 
$ (544,746)
$ 2,157 
$ 819,757 
$ (19,341)
Balance (in shares) at Dec. 31, 2014
 
 
 
 
921 
Balance (in shares) at Dec. 31, 2014
 
 
21,573 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
Net loss
(14,603)
(14,603)
 
 
 
Stock options exercised, net
549 
 
(411)
960 
Stock options exercised, net (in shares)
 
 
 
(46)
Issuance of restricted stock, net
30 
 
 
(180)
210 
Issuance of restricted stock, net (in shares)
 
 
 
 
(10)
Stock-based compensation expense
257 
 
 
257 
 
Balance at Mar. 31, 2015
$ 244,060 
$ (559,349)
$ 2,157 
$ 819,423 
$ (18,171)
Balance (in shares) at Mar. 31, 2015
 
 
 
 
865 
Balance (in shares) at Mar. 31, 2015
 
 
21,573 
 
 
General
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 2014 Annual Report on Form 10-K.
Ownership Interests in and Advances to Partner Companies and Funds
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, 2015
 
December 31, 2014
   
(Unaudited - In thousands)
Equity Method:
   
 
 
Partner companies
$
140,096

 
$
134,861

Private equity funds
1,133

 
1,128

   
141,229

 
135,989

Cost Method:
   
 
 
Partner companies
5,024

 
6,774

Private equity funds
2,215

 
2,364

   
7,239

 
9,138

Advances to partner companies
16,953

 
9,065

   
$
165,421

 
$
154,192

Loan participations receivable
$
3,851

 
$
3,855



The Company recognized an impairment charge of $2.3 million in the three months ended March 31, 2015 related to Dabo Health, Inc. which is reflected in Other income (loss), net in the Consolidated Statements of Operations. The impairment was based on the decision of the Company and other shareholders not to continue to fund Dabo Health's operations. The adjusted carrying value of Dabo Health at March 31, 2015 was $0. The Company believes it is unlikely it will recover any of its capital.

In February 2014, Crescendo Bioscience, Inc., formerly a cost method partner company, was acquired by Myriad Genetics, Inc. The Company received $38.4 million in initial cash proceeds in connection with the transaction. The Company recognized a gain of $27.4 million on the transaction, which is included in Other income (loss), net in the Consolidated Statements of Operations for the three months ended March 31, 2014. In March 2015, the Company received $2.0 million which was released from escrow resulting in a gain of $2.0 million which is included in Other income (loss), net in the Consolidated Statements of Operations for the three months ended March 31, 2015. As of March 31, 2015, $0.9 million remains in escrow pending the resolution of indemnification claims by the buyer.
In February 2014, NuPathe Inc., formerly a fair value method partner company, was acquired by Teva Pharmaceutical Industries Ltd. for $3.65 per share in cash. In addition to the upfront cash payment, NuPathe shareholders received rights to receive additional cash payments of up to $3.15 per share if specified milestones are achieved over time. The Company received initial net cash proceeds of $23.1 million as a result of the transaction. Depending on the achievement of certain milestones, the Company may receive up to an additional $24.2 million. The Company recognized a gain of $3.0 million, which is included in Other income (loss), net in the Consolidated Statements of Operations for the three months ended March 31, 2014.

In January 2014, Alverix, Inc., formerly an equity method partner company, was acquired by Becton, Dickinson and Company. The Company received cash proceeds of $15.7 million, excluding $1.7 million which will be held in escrow until approximately July 2015. The Company recognized a gain of $15.7 million on the transaction, which is included in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2014.

The Company’s share of the earnings or losses of partner companies, as well as any adjustments resulting from prior period finalizations of equity income or loss, are reflected in Equity income (loss) on the Consolidated Statements of Operations.  In the three months ended March 31, 2014, adjustments at a partner company primarily related to revenue recognition amounted to $1.7 million, of which $1.4 million related to 2013 and $0.3 million related to 2012. Management evaluated the quantitative and qualitative impact of the corrections on previously reported periods as well as on the three months ended March 31, 2014.  Based on this evaluation, management concluded that these adjustments were not material to the Company’s Consolidated Financial Statements.
Acquisitions of Ownership Interests in Partner Companies and Funds
Acquisitions of Ownership Interests in Partner Companies
Acquisitions of Ownership Interests in Partner Companies
During the first quarter of 2015, the Company funded an aggregate of $1.7 million of a convertible bridge loan to Quantia, Inc. The Company had previously deployed an aggregate of $12.5 million in Quantia. Quantia provides a mobile and web-based physician relationship management platform, QuantiaMD, which enables principal participants in healthcare to reach and engage high-value physicians in ways that ultimately reduce costs, save time, and improve quality of care. The Company accounts for its interest in Quantia under the equity method.
In March 2015, the Company funded $4.0 million of a convertible bridge loan to Spongecell, Inc. The Company had previously deployed $10.0 million in Spongecell. Spongecell is a programmatic creative solution that leverages data-driven technology to automate the production and delivery of high-quality ads at scale across display, mobile and video. The Company accounts for its ownership interest in Spongecell under the equity method.
In March 2015, the Company deployed an additional $0.3 million into Dabo Health. The Company had previously deployed $2.0 million in Dabo Health. The Company accounts for its interest in Dabo Health under the cost method. Following its impairment in the first quarter of 2015, the adjusted carrying value of Dabo Health at March 31, 2015 was $0.
In March 2015, the Company funded $0.8 million of a convertible bridge loan to AdvantEdge Healthcare Solutions, Inc. ("AdvantEdge"). The Company had previously deployed $15.3 million in AdvantEdge. AdvantEdge is a provider of physician billing and practice management services and software to hospital-based physician groups, large office-based physician practices, and ambulatory surgery centers. The Company accounts for its interest in AdvantEdge under the equity method.
During the first quarter of 2015, the Company funded an aggregate of $0.8 million of convertible bridge loans to AppFirst, Inc. The Company had previously deployed $8.6 million in AppFirst. AppFirst's technology provides global organizations the ability to achieve unmatched visibility into the real-time relationships between distributed applications and the global assets which support their execution. The Company accounts for its interest in AppFirst under the equity method.
In February 2015, the Company funded $0.8 million of a convertible bridge loan to Clutch Holdings, Inc. ("Clutch"). The Company had previously deployed an aggregate of $7.5 million in Clutch. Clutch is a leading provider of Consumer Management technology that delivers customer intelligence and customer engagement solutions to premium brands. The Company accounts for its interest in Clutch under the equity method.
In February 2015, the Company acquired a 30.1% interest in CloudMine, Inc. for $2.9 million. CloudMine is an enterprise mobility company that provides a HIPAA-compliant managed mobility solution to accelerate development, eliminate maintenance and standardize cross-organizational mobile IT. The Company accounts for its interest in CloudMine under the equity method.
In January 2015, the Company acquired a 19.9% interest in Aventura, Inc. for $6.0 million. Aventura is a leader in healthcare workflow optimization software solutions. The Company accounts for its interest in Aventura under the equity method.
In January 2015, the Company acquired a 25.4% interest in Full Measure Education, Inc. ("Full Measure") for $4.0 million. Full Measure enables student success through a comprehensive technology-based communications platform. The Company accounts for its interest in Full Measure under the equity method.
In January 2015, the Company deployed an additional $1.1 million into Trice Medical, Inc. The Company had previously deployed $5.0 million in Trice Medical. Trice Medical is a diagnostics company focused on micro invasive technologies. The Company accounts for its interest in Trice Medical under the equity method.
Fair Value Measurements
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 assets 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, 2015 and December 31, 2014:
   
Carrying
Value
 
Fair Value Measurement at March 31, 2015
   
Level 1
 
Level 2
 
Level 3
 
(Unaudited - In thousands)
Cash and cash equivalents
$
85,086

 
$
85,086

 
$

 
$

Marketable securities—held-to-maturity:
   
 
   
 
   
 
   
Commercial paper
$
2,899

 
$
2,899

 
$

 
$

U.S. treasury bills
1,503

 
1,503

 

 

Government agency bonds
502

 
502

 

 

Certificates of deposit
40,228

 
40,228

 

 

 Total marketable securities
$
45,132

 
$
45,132

 
$

 
$

 
Carrying
Value
 
Fair Value Measurement at December 31, 2014
   
Level 1
 
Level 2
 
Level 3
 
(Unaudited - In thousands)
Cash and cash equivalents
$
111,897

 
$
111,897

 
$

 
$

Marketable securities—held-to-maturity:
   
 
 
 
 
 
 
Commercial paper
$
6,596

 
$
6,596

 
$

 
$

U.S. treasury bills
1,503

 
1,503

 

 

Government agency bonds
503

 
503

 

 

Certificates of deposit
36,026

 
36,026

 

 

 Total marketable securities
$
44,628

 
$
44,628

 
$

 
$


As of March 31, 2015, $24.5 million of marketable securities had contractual maturities which were less than one year and $20.7 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.
The Company recorded an impairment charge of $2.3 million related to Dabo Health in the three months ended March 31, 2015, measured as the amount by which Dabo Health's carrying value exceeded its estimated fair value. The fair market value of the Company's equity ownership in Dabo Health was determined to be $0 at March 31, 2015 based on Level 3 inputs as defined above.
Convertible Debentures and Credit Arrangements
Convertible Debentures and Credit Arrangements
Convertible Debentures and Credit Arrangements
Convertible Senior Debentures
In November 2012, Safeguard issued $55.0 million principal amount of its 5.25% convertible senior debentures due 2018 (the “2018 Debentures”). Proceeds from the offering were used to repurchase substantially all of the Company’s then outstanding 10.125% convertible senior debentures due 2014 (the “2014 Debentures”). Interest on the 2018 Debentures is payable semi-annually on May 15 and November 15.
Holders of the 2018 Debentures may convert their notes prior to November 15, 2017 at their option only under the following circumstances:
during any calendar quarter commencing after the calendar quarter ending on December 31, 2012, if the last reported sale price of the common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on such trading day;
if the notes have been called for redemption; or
upon the occurrence of specified corporate events.
On or after November 15, 2017, until the close of business on the second business day immediately preceding the maturity date, holders may convert their notes at any time, regardless of whether any of the foregoing conditions has been met. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of our common stock, at the Company’s election.
The conversion rate of the 2018 Debentures is 55.17 shares of common stock per $1,000 principal amount of debentures, equivalent to a conversion price of approximately $18.13 per share of common stock. The closing price per share of the Company’s common stock at March 31, 2015 was $18.08.
On or after November 15, 2016, the Company may redeem for cash any of the 2018 Debentures if the last reported sale price of the Company’s common stock exceeds 140% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the trading day before the date that notice of redemption is given, including the last trading day of such period. Upon any redemption of the 2018 Debentures, the Company will pay a redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and additional interest, if any.
The 2018 Debenture holders have the right to require the Company to repurchase the 2018 Debentures if the Company undergoes a fundamental change, which includes the sale of all or substantially all of the Company’s common stock or assets; liquidation; dissolution; a greater than 50% change in control; the delisting of the Company’s common stock from the New York Stock Exchange or the NASDAQ Global Market (or any of their respective successors); or a substantial change in the composition of the Company’s board of directors as defined in the governing agreement. Holders may require that the Company repurchase for cash all or part of their 2018 Debentures at a fundamental change repurchase price equal to 100% of the principal amount of the debentures to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Because the 2018 Debentures may be settled in cash or partially in cash upon conversion, 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, 2015, the fair value of the $55.0 million outstanding 2018 Debentures was approximately $65.9 million, based on the midpoint of the bid and ask prices as of such date. At March 31, 2015, 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 $4.2 million and the net carrying value of the liability component was $50.8 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 $0.3 million of such expense for the three months ended March 31, 2015 and 2014. The effective interest rate on the 2018 Debentures is 8.7%.


Credit Arrangements
The Company is party to a loan agreement with a commercial bank which provides it with a revolving credit facility in the maximum aggregate amount of $25.0 million in the form of borrowings, guarantees and issuances of letters of credit, subject to a $20.0 million sublimit. Actual availability under the credit facility is based on the amount of cash maintained at the bank as well as the value of the Company’s public and private partner company interests. This credit facility bears interest at the prime rate for outstanding borrowings, subject to an increase in certain circumstances. Other than for limited exceptions, the Company is required to maintain all of its depository and operating accounts at the bank. The credit facility, as amended December 22, 2014, matures on December 21, 2015. Under the credit facility, 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 which was required in connection with the sale of CompuCom Systems in 2004. Availability under the Company’s revolving credit facility at March 31, 2015 was $18.7 million.
Stock-Based Compensation
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,
   
2015
 
2014
 
(Unaudited - In thousands)
General and administrative expense
$
257

 
$
520

   
$
257

 
$
520


The fair value of the Company’s stock-based 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, 2015, the Company had outstanding options that vest based on three different types of vesting schedules:
1)
performance-based;
2)
market-based; and
3)
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, 2015 and 2014, the Company did not issue any performance-based awards to employees. During the three months ended March 31, 2015 and 2014, no performance-based awards vested. During the three months ended March 31, 2015 and 2014, no performance-based awards were canceled or forfeited. The Company recorded compensation expense related to performance-based awards of $0.0 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively. The maximum number of unvested shares at March 31, 2015 attainable under these option grants was 462 thousand shares.
Market-based awards entitle participants to vest in a number of options determined by achievement by the Company of certain target market capitalization increases (measured by reference to stock price increases on a specified number of outstanding shares) over an eight-year period. During the three months ended March 31, 2015 and 2014, no market-based awards vested. The Company recorded compensation expense related to market-based awards of $0.0 million for the three months ended March 31, 2015 and 2014. The Company recognized all remaining compensation cost related to market-based awards in 2014. Depending on the Company’s stock performance, the maximum number of unvested shares at March 31, 2015 attainable under these grants was 226 thousand shares.
All other outstanding options are service-based awards that 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, 2015 and 2014, respectively, the Company issued 13 thousand and 0 thousand service-based awards to employees. The Company recorded compensation expense related to service-based awards of $0.1 million for the three months ended March 31, 2015 and 2014.
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 option 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, 2015 and 2014, the Company did not issue any performance-based stock units to employees. During the three months ended March 31, 2015 and 2014, no performance-based stock units vested.
Under the 2014 performance-based award plan, once performance-based awards are fully vested, participants are entitled to receive cash payments based on their initial performance grant values as target capital returns described above are exceeded. At March 31, 2015, the liability associated with such potential cash payments was $0.0 million.
During both the three months ended March 31, 2015 and 2014, the Company issued 2 thousand deferred stock units to non-employee directors for 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.
All other awards are restricted stock awards that generally vest over four years. During the three months ended March 31, 2015 and 2014, the Company did not issue any restricted stock awards.

Total compensation expense for deferred stock units, performance-based stock units and restricted stock was approximately $0.2 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively.
Income Taxes
Income Taxes
Income Taxes
The Company’s consolidated income tax benefit (expense) was $0.0 million for the three months ended March 31, 2015 and 2014. 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, 2015 was offset by changes in the valuation allowance. The tax expense that would have been recognized in the three months ended March 31, 2014 was also offset by changes in the valuation allowance. During the three months ended March 31, 2015, the Company had no material changes in uncertain tax positions.
Net Income (Loss) Per Share
Net Income (Loss) Per Share
Net Income (Loss) Per Share
The calculations of net income (loss) per share were as follows:
   
Three months ended March 31,
   
2015
 
2014
 
(Unaudited - In thousands, except per share data)
Basic:
   
 
   
Net income (loss)
$
(14,603
)
 
$
31,319

Weighted average common shares outstanding
20,861

 
21,687

Net income (loss) per share
$
(0.70
)
 
$
1.44

 
 
 
 
Diluted:
 
 
 
Net income (loss)
$
(14,603
)
 
$
31,319

Interest on convertible senior debentures

 
1,051

Net income (loss) for dilutive share computation
$
(14,603
)
 
$
32,370

 
 
 
 
Number of shares used in basic per share computation
20,861

 
21,687

Convertible senior debentures

 
3,044

Unvested restricted stock and DSUs

 
23

Employee stock options

 
367

Weighted average common shares outstanding
20,861

 
25,121

 
 
 
 
Net income (loss) per share
$
(0.70
)
 
$
1.29

 
 
 
 

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, 2015 and 2014 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, 2015 and 2014, options to purchase 1.3 million and 0.9 million shares of common stock at prices ranging from $7.14 to $19.95 and $7.41 to $18.76, respectively, were excluded from the calculations.
At March 31, 2015 and 2014, unvested restricted stock, performance stock units and DSUs convertible into 0.4 million and 0.3 million shares of stock, respectively, were excluded from the calculations.
At March 31, 2015, 3.0 million shares of common stock, representing the effect of the assumed conversion of the 2018 Debentures, were excluded from the calculation.
Operating Segments
Operating Segments
Operating Segments
As of March 31, 2015, the Company held interests in 27 non-consolidated partner companies which are included in the Healthcare and Technology segments. The Company’s active partner companies by segment were as follows as of March 31, 2015:
Healthcare
   
 
   
Partner Company
Safeguard Primary Ownership as of March 31, 2015
 
Accounting Method
AdvantEdge Healthcare Solutions, Inc.
40.1%
 
Equity
Aventura, Inc.
19.9%
 
Equity
Dabo Health, Inc.
15.3%
 
Cost
Good Start Genetics, Inc.
29.8%
 
Equity
InfoBionic, Inc.
27.8%
 
Equity
Medivo, Inc.
34.5%
 
Equity
NovaSom, Inc.
31.7%
 
Equity
Propeller Health, Inc.
24.6%
 
Equity
Putney, Inc.
28.3%
 
Equity
Quantia, Inc.
42.3%
 
Equity
Syapse, Inc.
27.0%
 
Equity
Trice Medical, Inc.
27.7%
 
Equity
   
Technology
   
 
   
Partner Company
Safeguard Primary Ownership as of March 31, 2015
 
Accounting Method
AppFirst, Inc.
34.3%
 
Equity
Apprenda, Inc.
21.4%
 
Equity
Beyond.com, Inc.
38.2%
 
Equity
Bridgevine, Inc.
17.2%
 
Cost
CloudMine, Inc.
30.1%
 
Equity
Clutch Holdings, Inc.
29.6%
 
Equity
DriveFactor, Inc.
40.6%
 
Equity
Full Measure Education, Inc.
25.4%
 
Equity
Hoopla Software, Inc.
25.6%
 
Equity
Lumesis, Inc.
45.3%
 
Equity
MediaMath, Inc.
20.7%
 
Equity
Pneuron Corporation
27.6%
 
Equity
Spongecell, Inc.
23.0%
 
Equity
Transactis, Inc.
24.8%
 
Equity
WebLinc, Inc.
29.2%
 
Equity


Results of the Healthcare and Technology segments reflect the equity income (loss) of their respective equity method partner companies, other income (loss) associated with fair value method and cost method partner companies and the gains or losses on the sale of the interests in their respective partner companies.
Management evaluates the Healthcare and Technology segments’ performance based on net income (loss) which is impacted by the number of partner companies accounted for under the equity method, the Company’s voting ownership percentage in these partner companies and the net results of operations of these partner companies, any impairment charges and gain (loss) on the sale of the interests in equity and cost method partner companies.
Other Items include certain expenses which are not identifiable to the operations of the Company’s operating segments. Other Items primarily consist of general and administrative expenses related to corporate operations, including employee compensation, insurance and professional fees, including legal and finance, interest income, interest expense and other income (loss), equity income (loss) related to certain private equity fund ownership interests and income taxes. Other items also include interest earned on mezzanine loans, gain (loss) on the mark-to-market of our warrant participations, and impairment on debt and equity participation interests in which the Company participates with Penn Mezzanine as well as equity income (loss) associated with the Company's interest in the management company and general partner of Penn Mezzanine.
As of March 31, 2015 and December 31, 2014, all of the Company’s assets were located in the United States.
Segment assets in Other Items included primarily cash, cash equivalents, and marketable securities of $130.2 million and $156.5 million, at March 31, 2015 and December 31, 2014, respectively.
   
Three months ended March 31, 2015
   
Healthcare
 
Technology
 
Total
Segments
 
Other
Items
 
Total
 
(Unaudited - In thousands)
Operating loss
$

 
$

 
$

 
$
(4,880
)
 
$
(4,880
)
Other loss, net
(239
)
 

 
(239
)
 
(149
)
 
(388
)
Interest income

 

 

 
449

 
449

Equity income (loss)
(4,042
)
 
(4,772
)
 
(8,814
)
 
152

 
(8,662
)
Net loss
(4,281
)
 
(4,772
)
 
(9,053
)
 
(5,550
)
 
(14,603
)
Segment Assets:
   

 
   

 
   

 
   

 
   

March 31, 2015
65,804

 
96,269

 
162,073

 
141,365

 
303,438

December 31, 2014
62,292

 
88,408

 
150,700

 
167,754

 
318,454

   
Three months ended March 31, 2014
   
Healthcare
 
Technology
 
Total
Segments
 
Other
Items
 
Total
 
(Unaudited - In thousands)
Operating loss
$

 
$

 
$

 
$
(5,239
)
 
$
(5,239
)
Other income (loss), net
30,379

 

 
30,379

 
(5
)
 
30,374

Interest income

 

 

 
470

 
470

Equity income (loss)
10,622

 
(3,585
)
 
7,037

 
(229
)
 
6,808

Net income (loss)
41,001

 
(3,585
)
 
37,416

 
(6,097
)
 
31,319

Commitments and Contingencies
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, 2015 which related to one of the Company's private equity holdings.
Under certain circumstances, the Company may be required to return a portion or all the distributions it received as a general partner of a private equity fund (“clawback”). The maximum clawback the Company could be required to return due to its general partner interest is approximately $1.3 million, of which $1.0 million was reflected in Accrued expenses and other current liabilities and $0.3 million was reflected in Other long-term liabilities on the Consolidated Balance Sheets at March 31, 2015. The Company’s ownership in the fund is 19%. The clawback liability is joint and several; therefore 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.
 
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 $2.4 million was included in Other long-term liabilities on the Consolidated Balance Sheet at March 31, 2015.
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 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, 2015.
Subsequent Events
Subsequent Events
11. Subsequent Events

In April 2015, the Company sold its ownership interest in DriveFactor, Inc. The Company has received cash proceeds of approximately $8.9 million in connection with the transaction, excluding $1.1 million which will be held in escrow until April 2016. The Company will recognize a gain of approximately $5.9 million on the transaction in the three months ending June 30, 2015.
Ownership Interests in and Advances to Partner Companies and Funds (Tables)
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, 2015
 
December 31, 2014
   
(Unaudited - In thousands)
Equity Method:
   
 
 
Partner companies
$
140,096

 
$
134,861

Private equity funds
1,133

 
1,128

   
141,229

 
135,989

Cost Method:
   
 
 
Partner companies
5,024

 
6,774

Private equity funds
2,215

 
2,364

   
7,239

 
9,138

Advances to partner companies
16,953

 
9,065

   
$
165,421

 
$
154,192

Loan participations receivable
$
3,851

 
$
3,855

Fair Value Measurements (Tables)
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, 2015 and December 31, 2014:
   
Carrying
Value
 
Fair Value Measurement at March 31, 2015
   
Level 1
 
Level 2
 
Level 3
 
(Unaudited - In thousands)
Cash and cash equivalents
$
85,086

 
$
85,086

 
$

 
$

Marketable securities—held-to-maturity:
   
 
   
 
   
 
   
Commercial paper
$
2,899

 
$
2,899

 
$

 
$

U.S. treasury bills
1,503

 
1,503

 

 

Government agency bonds
502

 
502

 

 

Certificates of deposit
40,228

 
40,228

 

 

 Total marketable securities
$
45,132

 
$
45,132

 
$

 
$

 
Carrying
Value
 
Fair Value Measurement at December 31, 2014
   
Level 1
 
Level 2
 
Level 3
 
(Unaudited - In thousands)
Cash and cash equivalents
$
111,897

 
$
111,897

 
$

 
$

Marketable securities—held-to-maturity:
   
 
 
 
 
 
 
Commercial paper
$
6,596

 
$
6,596

 
$

 
$

U.S. treasury bills
1,503

 
1,503

 

 

Government agency bonds
503

 
503

 

 

Certificates of deposit
36,026

 
36,026

 

 

 Total marketable securities
$
44,628

 
$
44,628

 
$

 
$

Stock-Based Compensation (Tables)
Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows:
   
   
Three months ended March 31,
   
2015
 
2014
 
(Unaudited - In thousands)
General and administrative expense
$
257

 
$
520

   
$
257

 
$
520

At March 31, 2015, the Company had outstanding options that vest based on three different types of vesting schedules:
1)
performance-based;
2)
market-based; and
3)
service-based.
Net Income (Loss) Per Share (Tables)
Calculations of Net Loss Per Share
The calculations of net income (loss) per share were as follows:
   
Three months ended March 31,
   
2015
 
2014
 
(Unaudited - In thousands, except per share data)
Basic:
   
 
   
Net income (loss)
$
(14,603
)
 
$
31,319

Weighted average common shares outstanding
20,861

 
21,687

Net income (loss) per share
$
(0.70
)
 
$
1.44

 
 
 
 
Diluted:
 
 
 
Net income (loss)
$
(14,603
)
 
$
31,319

Interest on convertible senior debentures

 
1,051

Net income (loss) for dilutive share computation
$
(14,603
)
 
$
32,370

 
 
 
 
Number of shares used in basic per share computation
20,861

 
21,687

Convertible senior debentures

 
3,044

Unvested restricted stock and DSUs

 
23

Employee stock options

 
367

Weighted average common shares outstanding
20,861

 
25,121

 
 
 
 
Net income (loss) per share
$
(0.70
)
 
$
1.29

 
 
 
 
Operating Segments (Tables)
The Company’s active partner companies by segment were as follows as of March 31, 2015:
Healthcare
   
 
   
Partner Company
Safeguard Primary Ownership as of March 31, 2015
 
Accounting Method
AdvantEdge Healthcare Solutions, Inc.
40.1%
 
Equity
Aventura, Inc.
19.9%
 
Equity
Dabo Health, Inc.
15.3%
 
Cost
Good Start Genetics, Inc.
29.8%
 
Equity
InfoBionic, Inc.
27.8%
 
Equity
Medivo, Inc.
34.5%
 
Equity
NovaSom, Inc.
31.7%
 
Equity
Propeller Health, Inc.
24.6%
 
Equity
Putney, Inc.
28.3%
 
Equity
Quantia, Inc.
42.3%
 
Equity
Syapse, Inc.
27.0%
 
Equity
Trice Medical, Inc.
27.7%
 
Equity
   
Technology
   
 
   
Partner Company
Safeguard Primary Ownership as of March 31, 2015
 
Accounting Method
AppFirst, Inc.
34.3%
 
Equity
Apprenda, Inc.
21.4%
 
Equity
Beyond.com, Inc.
38.2%
 
Equity
Bridgevine, Inc.
17.2%
 
Cost
CloudMine, Inc.
30.1%
 
Equity
Clutch Holdings, Inc.
29.6%
 
Equity
DriveFactor, Inc.
40.6%
 
Equity
Full Measure Education, Inc.
25.4%
 
Equity
Hoopla Software, Inc.
25.6%
 
Equity
Lumesis, Inc.
45.3%
 
Equity
MediaMath, Inc.
20.7%
 
Equity
Pneuron Corporation
27.6%
 
Equity
Spongecell, Inc.
23.0%
 
Equity
Transactis, Inc.
24.8%
 
Equity
WebLinc, Inc.
29.2%
 
Equity


   
Three months ended March 31, 2015
   
Healthcare
 
Technology
 
Total
Segments
 
Other
Items
 
Total
 
(Unaudited - In thousands)
Operating loss
$

 
$

 
$

 
$
(4,880
)
 
$
(4,880
)
Other loss, net
(239
)
 

 
(239
)
 
(149
)
 
(388
)
Interest income

 

 

 
449

 
449

Equity income (loss)
(4,042
)
 
(4,772
)
 
(8,814
)
 
152

 
(8,662
)
Net loss
(4,281
)
 
(4,772
)
 
(9,053
)
 
(5,550
)
 
(14,603
)
Segment Assets:
   

 
   

 
   

 
   

 
   

March 31, 2015
65,804

 
96,269

 
162,073

 
141,365

 
303,438

December 31, 2014
62,292

 
88,408

 
150,700

 
167,754

 
318,454

   
Three months ended March 31, 2014
   
Healthcare
 
Technology
 
Total
Segments
 
Other
Items
 
Total
 
(Unaudited - In thousands)
Operating loss
$

 
$

 
$

 
$
(5,239
)
 
$
(5,239
)
Other income (loss), net
30,379

 

 
30,379

 
(5
)
 
30,374

Interest income

 

 

 
470

 
470

Equity income (loss)
10,622

 
(3,585
)
 
7,037

 
(229
)
 
6,808

Net income (loss)
41,001

 
(3,585
)
 
37,416

 
(6,097
)
 
31,319

Ownership Interests in and Advances to Partner Companies and Funds - Carrying Value (Detail) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Investments In And Advances To Affiliates [Line Items]
 
 
Equity method investments
$ 141,229,000 
$ 135,989,000 
Cost method investments
7,239,000 
9,138,000 
Advances to partner companies
16,953,000 
9,065,000 
Ownership interests in and advances to partner companies and funds ($19,363 and $20,972 at fair value at June 30,2013 and December 31,2012, respectively)
165,421,000 
154,192,000 
Loan participations receivable
3,851,000 
3,855,000 
Partner companies [Member]
 
 
Investments In And Advances To Affiliates [Line Items]
 
 
Equity method investments
140,096,000 
134,861,000 
Cost method investments
5,024,000 
6,774,000 
Private equity funds [Member]
 
 
Investments In And Advances To Affiliates [Line Items]
 
 
Equity method investments
1,133,000 
1,128,000 
Cost method investments
$ 2,215,000 
$ 2,364,000 
Ownership Interests in and Advances to Partner Companies and Funds - Narrative (Detail) (USD $)
3 Months Ended 3 Months Ended 1 Months Ended 3 Months Ended 1 Months Ended 3 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Mar. 31, 2015
Dabo [Member]
Feb. 28, 2014
Crescendo Bioscience, Inc. [Member]
Mar. 31, 2015
Crescendo Bioscience, Inc. [Member]
Mar. 31, 2014
Crescendo Bioscience, Inc. [Member]
Feb. 28, 2014
Nupathe [Member]
Mar. 31, 2014
Nupathe [Member]
Jan. 31, 2014
Alverix, Inc. [Member]
Mar. 31, 2014
Alverix, Inc. [Member]
Mar. 31, 2014
Equity Income (Loss) [Member]
Dec. 31, 2013
Equity Income (Loss) [Member]
Dec. 31, 2012
Equity Income (Loss) [Member]
Investment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset impairment charges
 
 
 
$ 2,300,000 
 
 
 
 
 
 
 
 
 
 
Equity method investments
141,229,000 
 
135,989,000 
 
 
 
 
 
 
 
 
 
 
Proceeds sale of business (in dollars per share)
 
 
 
 
 
 
 
$ 3.65 
 
 
 
 
 
 
Realized gains on cost method investment
 
 
 
 
 
 
27,400,000 
 
 
 
 
 
 
 
Gain on Escrow Proceed Receipts
 
 
 
 
 
2,000,000 
 
 
 
 
 
 
 
 
Amount held in escrow
 
 
 
 
 
900,000 
 
 
 
1,700,000 
 
 
 
 
Proceeds from sale of business
2,192,000 
77,187,000 
 
 
38,400,000 
 
 
23,100,000 
 
15,700,000 
 
 
 
 
Proceeds from milestone payments (in dollars per share)
 
 
 
 
 
 
 
$ 3.15 
 
 
 
 
 
 
Proceeds from milestone payments
 
 
 
 
 
 
 
24,200,000 
 
 
 
 
 
 
Gain on sale of business
 
 
 
 
 
 
 
 
3,000,000 
 
15,700,000 
 
 
 
Immaterial prior period adjustment made in current period
 
 
 
 
 
 
 
 
 
 
 
$ 1,700,000 
$ 1,400,000 
$ 300,000 
Acquisitions of Ownership Interests in Partner Companies and Funds (Detail) (USD $)
3 Months Ended 3 Months Ended 16 Months Ended 1 Months Ended 37 Months Ended 1 Months Ended 15 Months Ended 1 Months Ended 99 Months Ended 3 Months Ended 25 Months Ended 1 Months Ended 23 Months Ended 1 Months Ended 6 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Mar. 31, 2015
Quantia [Member]
Dec. 31, 2014
Quantia [Member]
Mar. 31, 2015
Spongecell [Member]
Feb. 28, 2015
Spongecell [Member]
Mar. 31, 2015
Dabo [Member]
Feb. 28, 2015
Dabo [Member]
Mar. 31, 2015
Advantedge [Member]
Feb. 28, 2015
Advantedge [Member]
Mar. 31, 2015
AppFirst, Inc. [Member]
Dec. 31, 2014
AppFirst, Inc. [Member]
Feb. 28, 2015
Clutch [Member]
Jan. 31, 2015
Clutch [Member]
Feb. 28, 2015
CloudMine [Member]
Jan. 31, 2015
Aventura [Member]
Jan. 31, 2015
Full Measure [Member]
Jan. 31, 2015
Trice [Member]
Dec. 31, 2014
Trice [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible bridge loan
 
 
 
$ 1,700,000 
 
$ 4,000,000 
 
$ 300,000 
 
$ 800,000 
 
$ 800,000 
 
$ 800,000 
 
 
 
 
 
 
Payments to acquire equity method investments
14,129,000 
5,361,000 
 
 
12,500,000 
 
10,000,000 
 
 
 
15,300,000 
 
8,600,000 
 
7,500,000 
2,900,000 
6,000,000 
4,000,000 
1,100,000 
5,000,000 
Payments to acquire cost method investments
 
 
 
 
 
 
 
 
2,000,000 
 
 
 
 
 
 
 
 
 
 
 
Equity method investments
$ 141,229,000 
 
$ 135,989,000 
 
 
 
 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under equity method, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30.10% 
19.90% 
25.40% 
 
 
Fair Value Measurements - Carrying Value and Fair Value of Certain Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
$ 85,086 
$ 111,897 
Total marketable securities
45,132 
44,628 
Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
Total marketable securities
Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
Total marketable securities
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
85,086 
111,897 
Total marketable securities
45,132 
44,628 
Commercial paper [Member] |
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
2,899 
6,596 
Commercial paper [Member] |
Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Commercial paper [Member] |
Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Commercial paper [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
2,899 
6,596 
U.S. Treasury Bills [Member] |
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
1,503 
1,503 
U.S. Treasury Bills [Member] |
Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
U.S. Treasury Bills [Member] |
Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
U.S. Treasury Bills [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
1,503 
1,503 
Government agency bonds [Member] |
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
502 
503 
Government agency bonds [Member] |
Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Government agency bonds [Member] |
Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Government agency bonds [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
502 
503 
Certificates of deposit [Member] |
Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
40,228 
36,026 
Certificates of deposit [Member] |
Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Certificates of deposit [Member] |
Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Certificates of deposit [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Total marketable securities
$ 40,228 
$ 36,026 
Fair Value Measurements - Narrative (Detail) (USD $)
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2015
Dabo [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Marketable securities, current
$ 24,475,000 
$ 25,263,000 
 
Marketable securities, non current
20,657,000 
19,365,000 
 
Asset impairment charges
 
 
2,300,000 
Equity method investments
$ 141,229,000 
$ 135,989,000 
$ 0 
Convertible Debentures and Credit Arrangements - Convertible Senior Debentures Narrative (Detail) (USD $)
3 Months Ended
Mar. 31, 2015
D
Mar. 31, 2014
Nov. 30, 2012
Convertible Senior Debentures due 2018 [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Aggregate face value of convertible senior debentures
$ 55,000,000 
 
$ 55,000,000.0 
Interest rate on debentures
 
 
5.25% 
Number of trading days
20 
 
 
Consecutive trading days
30 days 
 
 
Threshold percentage of stock trigger
130.00% 
 
 
Number of consecutive trading days during which the trading price per $1,000 principal amount for at least five days was less than 98% of the product of the closing sale price per share of Company common stock multiplied by the conversion rate on each such trading day (in days)
5 days 
 
 
Number of days after five consecutive trading days in which the trading price per $1,000 principal amount was less than 98% of the product of the closing sale price per share of Company common stock multiplied by the conversion rate on each such trading day (in days)
5 days 
 
 
Principal amount of convertible debentures
1,000 
 
 
Closing price is percentage of conversion price
98.00% 
 
 
Conversion rate of common stock (in shares)
55.17 
 
 
Conversion price (in dollars per share)
$ 18.13 
 
 
Closing price for common stock
$ 18.08 
 
 
Sales price of common stock to conversion price
140.00% 
 
 
Debentures redemption price
100.00% 
 
 
Change in control due to debentures redemption
50.00% 
 
 
Percentage of principal amount and accrued and unpaid interest for repurchase of debt
100.00% 
 
 
Fair value of debentures outstanding
65,900,000 
 
 
Gross carrying amount of equity component
6,400,000 
 
 
Unamortized discount
4,200,000 
 
 
Carrying value of liability component
50,800,000 
 
 
Amortization of debt discount (premium)
$ 300,000 
$ 300,000 
 
Debt instrument, interest rate, effective percentage
8.70% 
 
 
Convertible Senior Debentures due 2014 [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Interest rate on debentures
 
 
10.125% 
Convertible Debentures and Credit Arrangements - Credit Arrangements Narrative (Detail) (Credit Arrangements [Member], USD $)
3 Months Ended
Mar. 31, 2015
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)
$ 25,000,000.0 
Sublimit facility attached on revolving credit facility
20,000,000 
Amount available for borrowing under revolving credit facility
18,700,000 
After Amendment [Member]
 
Debt Instrument [Line Items]
 
Credit facility maturity date
Dec. 21, 2015 
Landlord Of Compu Com Systems Incs Dallas Headquarters [Member]
 
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 - Stock-Based Compensation Expense (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Stock-based compensation expense
$ 257 
$ 520 
General And Administrative Expenses [Member]
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
Stock-based compensation expense
$ 257 
$ 520 
Stock-Based Compensation - Narrative (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Number of award vesting types
 
Cash Liability for Performance-Based Units
$ 0 
 
Performance Shares [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Stock-based compensation expense
0.1 
Stock-based compensation, maximum number of unvested shares
462,000 
 
Market Based Awards [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Stock-based compensation expense
Stock-based compensation, maximum number of unvested shares
226,000 
 
Vesting period
8 years 
 
Service Based Award [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Stock-based compensation expense
0.1 
0.1 
Vesting period
4 years 
 
Expiration period
8 years 
 
Options issued
13,000 
Deferred Stock Units [Member]
 
 
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
1 year 
 
Minimum age required for meeting directors fees deferred vest criteria
65 
 
Deferred Stock Units [Member] |
Director [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Shares issued to non-employee individual
2,000 
2,000 
Deferred stock units, performance-based stock units and restricted stock [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Stock-based compensation expense
$ 0.2 
$ 0.3 
Income Taxes (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Tax Disclosure [Abstract]
 
 
Income tax benefit (expense)
$ 0 
$ 0 
Net Income (Loss) Per Share - Calculations of Net Income (Loss) Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Basic:
 
 
Net income (loss)
$ (14,603)
$ 31,319 
Weighted average common shares outstanding (in shares)
20,861 
21,687 
Net income (loss) per share (in dollars per share)
$ (0.70)
$ 1.44 
Diluted:
 
 
Interest on convertible senior debentures
1,051 
Net income (loss) attributable to parent, diluted
$ (14,603)
$ 32,370 
Number of shares used in basic per share computation (in shares)
20,861 
21,687 
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities
3,044 
Weighted average common shares outstanding (in shares)
20,861 
25,121 
Net income (loss) per share (in dollars per share)
$ (0.70)
$ 1.29 
Restricted Stock Unit And Performance Stock Unit And Deferred Stock Unit [Member]
 
 
Diluted:
 
 
Stock options (in shares)
23 
Employee stock options [Member]
 
 
Diluted:
 
 
Stock options (in shares)
367 
Net Income (Loss) Per Share - Narrative (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
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
1.3 
0.9 
Shares of common stock at prices ranging, lower limit
$ 7.14 
$ 7.41 
Shares of common stock at prices ranging, upper limit
$ 19.95 
$ 18.76 
Deferred stock units, performance-based stock units and restricted stock [Member]
 
 
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
 
 
Share of common stock excluded from diluted net loss per share calculation
0.4 
0.3 
Convertible Senior Debentures due 2018 [Member]
 
 
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
 
 
Share of common stock excluded from diluted net loss per share calculation
3.0 
 
Operating Segments - Narrative (Detail) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Segment Reporting Information [Line Items]
 
 
Non-consolidated partner companies
27 
 
Other Items [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Total assets included cash, cash equivalents, cash held in escrow, and marketable securities
$ 130.2 
$ 156.5 
Operating Segments - Active Partner Companies by Segment (Detail)
Jan. 31, 2015
Aventura [Member]
Feb. 28, 2015
CloudMine [Member]
Jan. 31, 2015
Full Measure [Member]
Mar. 31, 2015
Healthcare [Member]
AdvantEdge Healthcare Solutions, Inc. [Member]
Mar. 31, 2015
Healthcare [Member]
Aventura [Member]
Mar. 31, 2015
Healthcare [Member]
Dabo [Member]
Mar. 31, 2015
Healthcare [Member]
Good Start Genetics, Inc. [Member]
Mar. 31, 2015
Healthcare [Member]
InfoBionic [Member]
Mar. 31, 2015
Healthcare [Member]
Medivo, Inc. [Member]
Mar. 31, 2015
Healthcare [Member]
Novasom, Inc. [Member]
Mar. 31, 2015
Healthcare [Member]
Propeller [Member]
Mar. 31, 2015
Healthcare [Member]
Putney, Inc. [Member]
Mar. 31, 2015
Healthcare [Member]
Quantia [Member]
Mar. 31, 2015
Healthcare [Member]
Syapse, Inc. [Member]
Mar. 31, 2015
Healthcare [Member]
Trice [Member]
Mar. 31, 2015
Technology [Member]
AppFirst, Inc. [Member]
Mar. 31, 2015
Technology [Member]
Apprenda [Member]
Mar. 31, 2015
Technology [Member]
Beyond.com, Inc [Member]
Mar. 31, 2015
Technology [Member]
Bridgevine, Inc. [Member]
Mar. 31, 2015
Technology [Member]
CloudMine [Member]
Mar. 31, 2015
Technology [Member]
Clutch Holdings, LLC [Member]
Mar. 31, 2015
Technology [Member]
DriveFactor Inc. [Member]
Mar. 31, 2015
Technology [Member]
Full Measure [Member]
Mar. 31, 2015
Technology [Member]
Hoopla Software, Inc. [Member]
Mar. 31, 2015
Technology [Member]
Lumesis, Inc. [Member]
Mar. 31, 2015
Technology [Member]
MediaMath, Inc. [Member]
Mar. 31, 2015
Technology [Member]
Pneuron, Inc. [Member]
Mar. 31, 2015
Technology [Member]
Spongecell, Inc. [Member]
Mar. 31, 2015
Technology [Member]
Transactis [Member]
Mar. 31, 2015
Technology [Member]
WebLinc [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under equity method, percentage
19.90% 
30.10% 
25.40% 
40.10% 
19.90% 
 
29.80% 
27.80% 
34.50% 
31.70% 
24.60% 
28.30% 
42.30% 
27.00% 
27.70% 
34.30% 
21.40% 
38.20% 
 
30.10% 
29.60% 
40.60% 
25.40% 
25.60% 
45.30% 
20.70% 
27.60% 
23.00% 
24.80% 
29.20% 
Ownership interest under cost method, percentage
 
 
 
 
 
15.30% 
 
 
 
 
 
 
 
 
 
 
 
 
17.20% 
 
 
 
 
 
 
 
 
 
 
 
Operating Segments - Segment Data from Operations (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Segment Reporting Information [Line Items]
 
 
 
Operating loss
$ (4,880)
$ (5,239)
 
Other loss, net
(388)
30,374 
 
Interest income
449 
470 
 
Equity income (loss)
(8,662)
6,808 
 
Net income (loss)
(14,603)
31,319 
 
Segment assets
303,438 
 
318,454 
Total Segments
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Operating loss
 
Other loss, net
(239)
30,379 
 
Interest income
 
Equity income (loss)
(8,814)
7,037 
 
Net income (loss)
(9,053)
37,416 
 
Segment assets
162,073 
 
150,700 
Healthcare [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Operating loss
 
Other loss, net
(239)
30,379 
 
Interest income
 
 
Equity income (loss)
(4,042)
10,622 
 
Net income (loss)
(4,281)
41,001 
 
Segment assets
65,804 
 
62,292 
Technology [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Operating loss
 
Other loss, net
 
 
Interest income
 
 
Equity income (loss)
(4,772)
(3,585)
 
Net income (loss)
(4,772)
(3,585)
 
Segment assets
96,269 
 
88,408 
Other Items [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Operating loss
(4,880)
(5,239)
 
Other loss, net
(149)
(5)
 
Interest income
449 
470 
 
Equity income (loss)
152 
(229)
 
Net income (loss)
(5,550)
(6,097)
 
Segment assets
$ 141,365 
 
$ 167,754 
Commitments and Contingencies (Detail) (USD $)
1 Months Ended
Oct. 31, 2001
Mar. 31, 2015
Dec. 31, 2014
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Accrued expenses
 
$ 3,055,000 
$ 2,334,000 
Other long-term liabilities
 
3,558,000 
3,507,000 
Annual payments
650,000 
 
 
Employee Severance
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Maximum severance payments
 
3,000,000 
 
Letter of credit
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Letter of credit under the credit facility
 
6,300,000 
 
Accrued expenses and other current liabilities
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Liability to former chairman and chief executive officer, current
 
800,000 
 
Other long-term liabilities
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Liability to former chairman and chief executive officer, non-current
 
2,400,000 
 
Clawback Liability
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Accrued expenses and other current liabilities
 
1,300,000 
 
Accrued expenses
 
1,000,000 
 
Other long-term liabilities
 
300,000 
 
Company's ownership in the funds
 
19.00% 
 
Private equity funds [Member]
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
Company outstanding guarantees
 
$ 3,800,000 
 
Subsequent Events (Details) (USD $)
3 Months Ended 1 Months Ended 3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Apr. 30, 2015
Drive Factor [Member]
Subsequent Event [Member]
Jun. 30, 2015
Drive Factor [Member]
Subsequent Event [Member]
Subsequent Event [Line Items]
 
 
 
 
Proceeds from sales of and distributions from companies
$ 2,192,000 
$ 77,187,000 
$ 8,900,000 
 
Amount held in escrow
 
 
1,100,000 
 
Gain on sale of business
 
 
 
$ 5,900,000