SAFEGUARD SCIENTIFICS INC, 10-Q filed on 10/25/2013
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2013
Oct. 24, 2013
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
Sep. 30, 2013 
 
Document Fiscal Year Focus
2013 
 
Document Fiscal Period Focus
Q3 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
21,518,410 
Trading Symbol
SFE 
 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Current Assets:
 
 
Cash and cash equivalents
$ 108,694 
$ 66,029 
Cash held in escrow
6,434 
Marketable securities
54,132 
110,957 
Restricted marketable securities
10 
Prepaid expenses and other current assets
1,275 
2,408 
Total current assets
164,106 
185,838 
Property and equipment, net
160 
193 
Ownership interests in and advances to partner companies and funds (of which $14,560 and $20,972 are measured at fair value at September 30, 2013 and December 31, 2012, respectively)
143,048 
148,639 
Loan participations receivable
8,279 
7,085 
Available-for-sale securities
32 
58 
Long-term marketable securities
3,292 
29,059 
Other assets
2,826 
3,272 
Total Assets
321,743 
374,144 
Current Liabilities:
 
 
Convertible senior debentures—current
470 
Accounts payable
374 
610 
Accrued compensation and benefits
3,552 
4,050 
Accrued expenses and other current liabilities
3,540 
2,601 
Total current liabilities
7,936 
7,261 
Other long-term liabilities
3,814 
3,921 
Convertible senior debentures—non-current
49,221 
48,991 
Total Liabilities
60,971 
60,173 
Commitments and contingencies
   
   
Equity:
 
 
Preferred stock, $0.10 par value; 1,000 shares authorized
Common stock, $0.10 par value; 83,333 shares authorized; 21,519 and 20,968 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
2,152 
2,097 
Additional paid-in capital
822,170 
815,946 
Accumulated deficit
(563,564)
(504,072)
Accumulated Other Comprehensive Income (Loss), Net of Tax
14 
Total Equity
260,772 
313,971 
Total Liabilities and Equity
$ 321,743 
$ 374,144 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Statement of Financial Position [Abstract]
 
 
Ownership interest in and advances, to partner companies and funds, fair value
$ 14,560 
$ 20,972 
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
21,519 
20,968 
Common stock, shares outstanding
21,519 
20,968 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Income Statement [Abstract]
 
 
 
 
General and administrative expense
$ 4,835 
$ 4,790 
$ 16,924 
$ 14,681 
Operating loss
(4,835)
(4,790)
(16,924)
(14,681)
Other income (loss), net
(4,224)
91 
(6,191)
7,994 
Interest income
572 
696 
2,096 
2,190 
Interest expense
(1,077)
(1,461)
(3,220)
(4,369)
Equity loss
(9,866)
(3,293)
(35,253)
(19,688)
Net loss before income taxes
(19,430)
(8,757)
(59,492)
(28,554)
Income tax benefit (expense)
Net loss
$ (19,430)
$ (8,757)
$ (59,492)
$ (28,554)
Net loss per share:
 
 
 
 
Basic and diluted (in dollars per share)
$ (0.90)
$ (0.42)
$ (2.80)
$ (1.36)
Weighted average shares used in computing basic and diluted loss per share (in shares)
21,494 
20,999 
21,245 
20,935 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Statement of Other Comprehensive Income [Abstract]
 
 
 
 
Net loss
$ (19,430)
$ (8,757)
$ (59,492)
$ (28,554)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax
14 
(1,390)
(26)
4,410 
Other Comprehensive Income (Loss), Reclassification Adjustment for Write-down of Securities Included in Net Income, before Tax
94 
40 
238 
Other comprehensive income (loss), before taxes:
 
 
 
 
Total comprehensive loss
$ (19,416)
$ (10,053)
$ (59,478)
$ (23,906)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Cash Flows from Operating Activities:
 
 
Net cash used in operating activities
$ (16,299)
$ (12,616)
Cash Flows from Investing Activities:
 
 
Proceeds from sales of and distributions from companies and funds
2,603 
14,526 
Advances and loans to companies
(9,350)
(13,315)
Origination fees on mezzanine loans
42 
74 
Acquisitions of ownership interests in companies and funds
(28,718)
(21,719)
Increase in marketable securities
(47,072)
(209,876)
Decrease in marketable securities
129,664 
226,133 
Repayment of advances and loans to companies
1,044 
3,214 
Capital expenditures
(37)
(25)
Proceeds from sale of discontinued operations, net
6,434 
Net cash provided by (used in) investing activities
54,610 
(988)
Cash Flows from Financing Activities:
 
 
Repurchase of convertible senior debentures
(43)
Issuance of Company common stock, net
4,397 
1,568 
Net cash provided by financing activities
4,354 
1,568 
Net Increase (Decrease) in Cash and Cash Equivalents
42,665 
(12,036)
Cash and Cash Equivalents at beginning of period
66,029 
83,187 
Cash and Cash Equivalents at end of period
$ 108,694 
$ 71,151 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $)
In Thousands, unless otherwise specified
Total
Accumulated Deficit [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2012
$ 313,971 
$ (504,072)
$ 2,097 
$ 815,946 
 
Balance (in shares) at Dec. 31, 2012
 
 
20,968 
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax
14 
 
 
 
14 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
Net loss
(59,492)
(59,492)
 
 
 
Stock options exercised, net
4,397 
 
55 
4,342 
 
Stock options exercised, net (in shares)
 
 
551 
 
 
Issuance of restricted stock, net
74 
 
 
74 
 
Stock-based compensation expense
1,808 
 
 
1,808 
 
Other Comprehensive Income (Loss), Net of Tax
14 
 
 
 
14 
Balance at Sep. 30, 2013
$ 260,772 
$ (563,564)
$ 2,152 
$ 822,170 
 
Balance (in shares) at Sep. 30, 2013
 
 
21,519 
 
 
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 2012 Annual Report on Form 10-K.
Ownership Interests in and Advances to Partner Companies and Funds
Ownership Interests in and Advances to Partner Companies and Funds
Ownership Interests in and Advances to Partner Companies and Funds
The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies and private equity funds.
   
   
September 30, 2013
 
December 31, 2012
   
(In thousands)
(Unaudited)
Fair value
$
14,560

 
$
20,972

Equity Method:
   
 
   
Partner companies
108,249

 
102,931

Private equity funds
3,606

 
3,810

   
111,855

 
106,741

Cost Method:
   
 
   
Partner companies
12,530

 
10,000

Private equity funds
2,518

 
2,634

   
15,048

 
12,634

Advances to partner companies
1,585

 
8,292

   
$
143,048

 
$
148,639

Loan participations receivable
$
8,279

 
$
7,085

Available-for-sale securities
$
32

 
$
58


The Company recognized an impairment charge of $1.3 million in the three months ended September 30, 2013 related to PixelOptics, Inc. (“PixelOptics”) which is reflected in Equity loss in the Consolidated Statements of Operations. The impairment was based on PixelOptics' inability to raise additional capital from independent sources to continue its operations. The Company previously recorded impairment charges of $9.9 million and $3.7 million related to PixelOptics in the second quarters of 2013 and 2012, respectively. The adjusted carrying value of PixelOptics at September 30, 2013 was $0. The Company believes it is unlikely it will recover any of its capital.
For the three and nine months ended September 30, 2013, the Company recognized an unrealized loss of $4.8 million and $6.4 million, respectively, on the mark-to-market of its holdings in NuPathe Inc. (“NuPathe”), which is included in Other income (loss), net in the Consolidated Statements of Operations.
The following unaudited summarized results of operations for the six months ended June 30, 2013 and 2012 for PixelOptics have been compiled from the unaudited financial statements of PixelOptics. The results of PixelOptics are reported on a one quarter lag.
   
Six Months Ended June 30,
   
2013
 
2012
 
(In thousands)
(Unaudited)
Results of Operations:
   
 
   
Revenue
$
800

 
$
569

Operating loss
$
(12,219
)
 
$
(16,172
)
Net loss
$
(14,838
)
 
$
(16,925
)
Acquisitions of Ownership Interests in Partner Companies and Funds
Acquisitions of Ownership Interests in Partner Companies and Funds
Acquisitions of Ownership Interests in Partner Companies and Funds
In September and June 2013, the Company funded an aggregate of $0.6 million of convertible bridge loans to Alverix, Inc. (“Alverix”). The Company had previously deployed an aggregate of $8.8 million in Alverix. Alverix provides next-generation instrument and connectivity platforms for diagnostic Point-of-Care testing. The Company accounts for its interest in Alverix under the equity method.
In August 2013, the Company acquired a 34.4% primary ownership interest in Quantia, Inc. ("Quantia") for $7.5 million. Quantia provides a mobile and web-based physician relationship management platform, QuantiaMD, which enables principal participants throughout the healthcare spectrum, including health systems, payers, pharmaceutical companies and medical device companies, to engage and interact with their physicians. The Company accounts for its interest in Quantia under the equity method. The difference between the Company's cost and its interest in the underlying net assets of Quantia was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.
In August 2013, the Company deployed an additional $1.1 million into DriveFactor, Inc. ("DriveFactor"). The Company previously deployed an aggregate of $3.5 million in DriveFactor. DriveFactor is a provider of telematics technology and statistical analysis of driving data. The Company accounts for its interest in DriveFactor under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of DriveFactor was allocated to goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.
In August 2013, the Company deployed $5.0 million in Clutch Holdings, Inc. (“Clutch”). The Company previously had acquired an interest in Clutch in February 2013 for $0.5 million. In conjunction with the most recent funding, the Company’s primary ownership interest in Clutch increased from 6.5% to 24.0%, above the threshold at which the Company believes it exercises significant influence. Accordingly, the Company adopted the equity method of accounting for its holdings in Clutch. The difference between the Company's cost and its interest in the underlying net assets of Clutch was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets. The change in accounting treatment for the Company’s holdings in Clutch from the cost method to the equity method had no effect on the Consolidated Financial Statements of any prior period. Clutch is a mobile commerce platform that unifies applications associated with gifting, loyalty and shopping programs to improve the customer experience.
In July 2013, the Company funded $1.0 million of a convertible bridge loan to Crescendo Bioscience, Inc. (“Crescendo Bioscience”). The Company previously had acquired an interest in Crescendo Bioscience in December 2012 for $10.0 million. Crescendo Bioscience is a molecular diagnostics laboratory focused on rheumatology. The Company accounts for its ownership interest in Crescendo Bioscience under the cost method.
During the nine months ended September 30, 2013, the Company funded $2.3 million for participations in loan and equity interests initiated by Penn Mezzanine. Included in this funding were $2.2 million for participation in a loan and $0.1 million for participation in equity of the borrower acquired by Penn Mezzanine.
During the nine months ended September 30, 2013, the Company funded an aggregate of $5.3 million of a convertible bridge loan to PixelOptics. The Company previously deployed an aggregate of $31.6 million in PixelOptics. PixelOptics provides electronic corrective eyeglasses designed to substantially reduce or eliminate the visual distortion and other limitations associated with multifocal lenses. The Company accounts for its interest in PixelOptics under the equity method. As previously noted, the adjusted carrying value of PixelOptics at September 30, 2013 was $0.
In June 2013, the Company deployed an additional $5.3 million into Medivo, Inc. (“Medivo”). The Company had previously acquired an interest in Medivo in November 2011 for $6.3 million. Medivo is a cloud-based health monitoring platform that connects doctors, consumers and clinical labs. The Company accounts for its interest in Medivo under the equity method. With respect to the June 2013 deployment, the difference between the Company’s cost and its incremental interest in the underlying net assets of Medivo was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.
In May 2013, the Company funded $0.2 million of a convertible bridge loan to Hoopla Software, Inc. (“Hoopla”). The Company had previously acquired an interest in Hoopla in December 2011 for $1.3 million. Hoopla helps organizations create high performance sales cultures through software-as-a-service solutions that integrate with customer relationship management systems. The Company accounts for its interest in Hoopla under the equity method.
In March 2013, the Company deployed an additional $1.7 million into Lumesis, Inc. (“Lumesis”). The Company had previously acquired an interest in Lumesis in February 2012 for $2.2 million. Lumesis is a financial technology company that is dedicated to delivering software solutions and comprehensive, timely data to the municipal bond marketplace. The Company accounts for its interest in Lumesis under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Lumesis was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.
In February 2013, the Company acquired a 27.6% primary ownership interest in Pneuron Corporation (“Pneuron”) for $5.0 million. Pneuron helps enterprise companies reduce the time and cost of application development by building solutions across heterogeneous databases and applications. The Company accounts for its ownership interest in Pneuron under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Pneuron was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.
In January 2013, the Company acquired a 7.7% primary interest in Sotera Wireless, Inc. (“Sotera Wireless”). The Company deployed $1.3 million into Sotera Wireless and acquired additional shares from a previous investor for $1.2 million. Sotera Wireless is a medical device company that has developed a wireless patient monitoring platform that is designed to keep clinicians connected to their patients. The Company accounts for its interest in Sotera Wireless under the cost 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 September 30, 2013 and December 31, 2012:
   
Carrying
Value
 
Fair Value Measurement at September 30, 2013
   
Level 1
 
Level 2
 
Level 3
 
(In thousands)
(Unaudited)
Cash and cash equivalents
$
108,694

 
$
108,694

 
$

 
$

Restricted marketable securities
5

 
5

 

 

Ownership interest in common stock of NuPathe
12,437

 
12,437

 

 

Ownership interest in warrants and options of NuPathe
2,123

 

 

 
2,123

Available-for-sale securities
32

 
32

 

 

Warrant participations
417

 

 

 
417

Marketable securities—held-to-maturity:
   
 
   
 
   
 
   
Commercial paper
$
23,749

 
$
23,749

 
$

 
$

U.S. Treasury Bills
16,181

 
16,181

 

 

Government agency bonds
2,645

 
2,645

 

 

Certificates of deposit
14,849

 
14,849

 

 

 Total marketable securities
$
57,424

 
$
57,424

 
$

 
$

 
Carrying
Value
 
Fair Value Measurement at December 31, 2012
   
Level 1
 
Level 2
 
Level 3
 
(In thousands)
(Unaudited)
Cash and cash equivalents
$
66,029

 
$
66,029

 
$

 
$

Cash held in escrow
6,434

 
6,434

 

 

Restricted marketable securities
10

 
10

 

 

Ownership interest in common stock of NuPathe
8,897

 
8,897

 

 

Ownership interest in preferred stock, warrants and options of NuPathe
12,075

 

 

 
12,075

Available-for-sale securities
58

 
58

 

 

Warrant participations
423

 

 

 
423

Marketable securities—held-to-maturity:
   
 
   
 
   
 
   
Commercial paper
$
50,932

 
$
50,932

 
$

 
$

U.S. Treasury Bills
21,352

 
21,352

 

 

Government agency bonds
45,909

 
45,909

 

 

Certificates of deposit
21,823

 
21,823

 

 

 Total marketable securities
$
140,016

 
$
140,016

 
$

 
$


As of September 30, 2013, $54.1 million of marketable securities had contractual maturities which were less than one year and $3.3 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 $1.3 million related to PixelOptics in the three months ended September 30, 2013, measured as the amount by which PixelOptics’ carrying value exceeded its estimated fair value.  The Company also recorded an impairment charge of $9.9 million related to PixelOptics in the three months ended June 30, 2013. The fair market value of the Company’s equity ownership in PixelOptics was determined to be $0 at September 30, 2013 based on Level 3 inputs as defined above.  The inputs and valuation techniques used were primarily an evaluation of discounted cash flows for PixelOptics.
The Company’s Penn Mezzanine warrant participations are carried at fair value. The value of the Company’s holdings in warrant participations is measured by reference to Level 3 inputs. The inputs and valuation techniques used include discounted cash flows and valuation of comparable public companies.  The Company recorded an impairment charge of $0.3 million related to its Penn Mezzanine debt and equity participations in the second quarter of 2013 measured as the amount by which the carrying value of the Company’s participation in the debt, equity and warrant interests acquired by Penn Mezzanine exceeded their estimated fair values.  
The Company’s ownership interests in NuPathe are accounted for at fair value. In February 2013, the Company converted its 2,500 shares of preferred stock units, acquired in October 2012, into 2.5 million shares of common stock in NuPathe. The preferred stock units had been valued using Level 3 inputs. The fair value of the Company’s ownership interest in NuPathe’s common stock was measured using quoted market prices for NuPathe’s common stock as traded on the NASDAQ Global Market, which is considered a Level 1 input under the valuation hierarchy. The fair value of the Company’s ownership interest in NuPathe’s warrants and options was measured using a Black-Scholes option pricing model, which is based on Level 3 inputs as defined above.
Convertible Debentures and Credit Arrangements
Convertible Debentures and Credit Arrangements
Convertible Debentures and Credit Arrangements
The carrying values of the Company’s convertible senior debentures were as follows:
   
September 30, 2013
 
December 31, 2012
 
(In thousands)
(Unaudited)
Convertible senior debentures due 2018
$
49,221

 
$
48,483

Convertible senior debentures due 2014
29

 
67

Convertible senior debentures due 2024
441

 
441

   
49,691

 
48,991

Less: current portion
(470
)
 

Convertible senior debentures – non current
$
49,221

 
$
48,991


Convertible Senior Debentures due 2018
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 September 30, 2013 was $15.69.
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 September 30, 2013, the fair value of the $55.0 million outstanding 2018 Debentures was approximately $59.4 million, based on the midpoint of the bid and ask prices as of such date. At September 30, 2013, 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 $5.8 million and the net carrying value of the liability component was $49.2 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 $0.7 million of such expense for the nine months ended September 30, 2013. The effective interest rate on the 2018 Debentures is 8.7%.
Convertible Senior Debentures due 2024
In 2004, the Company issued an aggregate of $150.0 million in face value of convertible senior debentures with a stated maturity date of March 15, 2024 (the “2024 Debentures”). At September 30, 2013, the fair value of the $0.4 million outstanding 2024 Debentures approximated their carrying value, based on the midpoint of bid and ask prices as of such date. Interest on the 2024 Debentures is payable semi-annually. At the debenture holders’ option, the 2024 Debentures are convertible into the Company’s common stock through March 14, 2024, subject to certain conditions. The adjusted conversion rate of the 2024 Debentures is $43.3044 of principal amount per share. The remaining 2024 Debenture holders have the right to require the Company to repurchase the 2024 Debentures on March 20, 2014 or March 20, 2019 at a repurchase price equal to 100% of their face amount, plus accrued and unpaid interest. In limited circumstances, the Company has the right to redeem all or some of the 2024 Debentures.
Convertible Senior Debentures due 2014
In March 2010, the Company issued an aggregate of $46.9 million of the 2014 Debentures. As noted above, in November 2012, the Company repurchased substantially all of the 2014 Debentures for $58.7 million plus accrued interest.  
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 $50 million in the form of borrowings, guarantees and issuances of letters of credit (subject to a $20 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 and the lesser of $80 million or 75% of its investment and securities accounts at the bank. The credit facility, as amended, matures on December 31, 2014. 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 September 30, 2013 was $43.7 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 September 30,
 
Nine Months Ended September 30,
   
2013
 
2012
 
2013
 
2012
 
(In thousands)
(Unaudited)
General and administrative expense
$
510

 
$
317

 
$
1,808

 
$
1,546

   
$
510

 
$
317

 
$
1,808

 
$
1,546


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 September 30, 2013, the Company had outstanding options that vest based on three different types of vesting schedules:
1)
market–based;
2)
performance-based; and
3)
service-based.
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. The requisite service periods for the market-based awards are based on the Company’s estimate of the dates on which the market conditions will be met as determined using a Monte Carlo simulation model. Compensation expense is recognized over the requisite service periods using the straight-line method but is accelerated if market capitalization targets are achieved earlier than estimated. During the nine months ended September 30, 2013 and 2012, respectively, the Company did not issue any market-based option awards to employees. During the nine months ended September 30, 2013 and 2012, respectively, no options vested based on achievement of market capitalization targets. During the three months ended September 30, 2013, 499 thousand unvested market-based awards expired by their terms. The Company recorded compensation expense related to market-based option awards of $0.0 million and $0.1 million for the three months ended September 30, 2013 and 2012, respectively, and $0.2 million and $0.3 million for the nine months ended September 30, 2013 and 2012, respectively. Depending on the Company’s stock performance, the maximum number of unvested shares at September 30, 2013 attainable under these grants was 457 thousand shares.
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 nine months ended September 30, 2013 and 2012, respectively, the Company did not issue any performance-based awards to employees. During the nine months ended September 30, 2013 and 2012, respectively, 0 and 14 thousand performance-based awards vested. During the nine months ended September 30, 2013 and 2012, respectively, 16 thousand and 0 performance-based awards were canceled or forfeited. The Company recorded compensation expense related to performance-based option awards of $0.1 million and $0.0 million for the three months ended September 30, 2013 and 2012, respectively, and $0.3 million and $0.1 million for the nine months ended September 30, 2013 and 2012, respectively. The maximum number of unvested shares at September 30, 2013 attainable under these option grants was 795 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 nine months ended September 30, 2013 and 2012, respectively, the Company issued 39 thousand and 46 thousand service-based option awards to employees. The Company recorded compensation expense related to service-based option awards of $0.2 million and $0.1 million for the three months ended September 30, 2013 and 2012, and $0.4 million and $0.5 million for the nine months ended September 30, 2013 and 2012, respectively.
During the nine months ended September 30, 2013 and 2012, respectively, the Company issued 46 thousand and 23 thousand deferred stock units 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.
Total compensation expense for deferred stock units, performance-based stock units and restricted stock was approximately $0.3 million and $0.1 million for the three months ended September 30, 2013 and 2012, and $1.0 million and $0.6 million for the nine months ended September 30, 2013 and 2012, respectively. During the nine months ended September 30, 2012, the Company issued five thousand unrestricted shares to members of its advisory board, and recorded expense of $0.1 million related to these awards.
Income Taxes
Income Taxes
Income Taxes
The Company’s consolidated income tax benefit (expense) was $0.0 million for the three and nine months ended September 30, 2013 and 2012. 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 tax benefit related to the net operating losses that would have been recognized in the three and nine months ended September 30, 2013 and 2012 were offset by changes in the valuation allowance.
During the three and nine months ended September 30, 2013, the Company had no material changes in uncertain tax positions.
Net Loss Per Share
Net Loss Per Share
Net Loss Per Share
The calculations of net loss per share were as follows:
   
Three Months Ended September 30,
 
Nine Months Ended September 30,
   
2013
 
2012
 
2013
 
2012
 
(In thousands except per share data)
(Unaudited)
Basic and Diluted:
   
 
   
 
   
 
   
Net loss
$
(19,430
)
 
$
(8,757
)
 
$
(59,492
)
 
$
(28,554
)
Weighted average common shares outstanding
21,494

 
20,999

 
21,245

 
20,935

Net loss per share
$
(0.90
)
 
$
(0.42
)
 
$
(2.80
)
 
$
(1.36
)

Basic and diluted average common shares outstanding for purposes of computing net 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 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 loss. Any impact is shown as an adjustment to net loss for purposes of calculating diluted net loss per share.
The following potential shares of common stock and their effects on net loss were excluded from the diluted net loss per share calculation because their effect would be anti-dilutive:
For the three and nine months ended September 30, 2013 and 2012, options to purchase 2.3 million and 3.1 million shares of common stock, respectively, at prices ranging from $3.93 to $18.80 for both periods, were excluded from the calculations.
For the three and nine months ended September 30, 2013 and 2012, unvested restricted stock units, performance stock units and DSUs convertible into 0.3 million and 0.2 million shares of stock, respectively, were excluded from the calculations.
For the three and nine months ended September 30, 2013, 3.0 million shares of common stock representing the effect of the assumed conversion of the 2018 Debentures, were excluded from the calculation.
For the three and nine months ended September 30, 2012, 2.8 million shares of common stock representing the effect of the assumed conversion of the 2014 Debentures, were excluded from the calculations.
Operating Segments
Operating Segments
Operating Segments
In the fourth quarter of 2012, the Company expanded its focus within the former Life Sciences segment to include companies in the HealthTech sector and renamed that segment “Healthcare.” The HealthTech sector had previously been included in the Company’s Technology segment. AdvantEdge Healthcare Solutions, a provider of physician billing and practice management services and software, which had previously been reported within the Technology segment, is now reported under the Healthcare segment. As a result of the change, the Company has restated its previously reported segment disclosure information, to include the results of AdvantEdge Healthcare Solutions within the Healthcare segment.
As of September 30, 2013, the Company held interests in 22 non-consolidated partner companies which are included in the Healthcare and Technology segments. Included in the Penn Mezzanine segment are the Company’s interests in the Penn Mezzanine management company and general partner and the Company’s participations in mezzanine loans and equity interests initiated by Penn Mezzanine.
The Company’s active partner companies by segment were as follows as of September 30, 2013:
Healthcare
   
 
   
Partner Company
Safeguard Primary Ownership
as of September 30, 2013
 
Accounting Method
AdvantEdge Healthcare Solutions, Inc.
40.2%
 
Equity
Alverix, Inc.
49.2%
 
Equity
Crescendo Bioscience, Inc.
12.6%
 
Cost
Good Start Genetics, Inc.
30.0%
 
Equity
Medivo, Inc.
34.5%
 
Equity
NovaSom, Inc.
30.3%
 
Equity
NuPathe Inc.
16.5%
 
Fair value (1)
PixelOptics, Inc.
24.6%
 
Equity
Putney, Inc.
27.6%
 
Equity
Quantia, Inc.
34.4%
 
Equity
Sotera Wireless, Inc.
7.4%
 
Cost
   
Technology
   
 
   
Partner Company
Safeguard Primary Ownership
as of September 30, 2013
 
Accounting Method
AppFirst, Inc.
34.5%
 
Equity
Beyond.com, Inc.
38.2%
 
Equity
Bridgevine, Inc.
22.7%
 
Equity
Clutch Holdings, Inc.
24.0%
 
Equity
DriveFactor, Inc.
40.6%
 
Equity
Hoopla Software, Inc.
25.3%
 
Equity
Lumesis, Inc.
44.2%
 
Equity
MediaMath, Inc.
22.5%
 
Equity
Pneuron Corporation
27.6%
 
Equity
Spongecell, Inc.
23.0%
 
Equity
ThingWorx, Inc.
39.8%
 
Equity
(1) The Company’s ownership interest in NuPathe was accounted for as available-for-sale securities following NuPathe’s completion of an initial public offering in August 2010. In October 2012, the Company participated in a private placement of NuPathe preferred stock units, and in conjunction with this financing, the Company placed two persons on NuPathe’s board of directors. As a result, the Company determined that it exercised significant influence over NuPathe which made the equity method of accounting applicable to its ownership interests. Instead, the Company elected the fair value option beginning in October 2012. Prior to August 2010, the Company accounted for NuPathe under the equity method.
As of September 30, 2013, the Company has a 36% ownership interest in the management company and general partner of Penn Mezzanine L.P., which is included in the Penn Mezzanine segment. The Company accounts for its interest under the equity method.
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 their respective partner companies. Results of the Penn Mezzanine segment includes interest, dividends and participation fees earned on the mezzanine interests in which the Company participates as well as equity income (loss) associated with the Company’s management company and general partner interest in the Penn Mezzanine platform.
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 equity and cost method partner companies.
Management evaluates the Penn Mezzanine segment performance based on the performance of the mezzanine interests in which the Company participates. This includes an evaluation of the current and future cash flows associated with interest and dividend payments as well as estimated losses based on evaluating known and inherent risks in the investments in which the Company participates.
Other Items include certain expenses which are not identifiable to the operations of the Company’s operating business 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) and equity income (loss) related to certain private equity fund ownership interests. Other Items also include income taxes, which are reviewed by management independent of segment results.
As of September 30, 2013 and December 31, 2012, all of the Company’s assets were located in the United States.
Segment assets in Other Items included primarily cash, cash equivalents, cash held in escrow, and marketable securities of $166.1 million and $212.5 million, at September 30, 2013 and December 31, 2012, respectively.
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. While 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, 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 September 30, 2013.
The Company has committed capital of approximately $0.1 million to a private equity fund. This commitment is expected to be funded during the next 12 months.
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 Sheet at September 30, 2013. 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 connection with the Company’s May 2008 sale of its equity and debt interests in Acsis, Inc., Alliance Consulting Group Associates, Inc., Laureate Biopharma, Inc., ProModel Corporation and Neuronyx, Inc. (the “Bundle Transaction”), an aggregate of $6.4 million of the gross proceeds of the sale were placed in escrow pending the expiration of a predetermined notification period, subject to possible extension in the event of a claim against the escrowed amounts. On April 25, 2009, the purchaser in the Bundle Transaction notified the Company of claims being asserted against the entire escrowed amounts. In April 2013, the case was tried on the merits and the verdict in the case denied the purchaser’s claims against the escrowed funds. The escrow funds were released to the Company in June 2013.
In connection with the Bundle Transaction, the Company agreed to continue its guarantee of the Laureate Biopharma, Inc. Princeton, New Jersey facility lease, subject to certain conditions. During the three months ended September 30, 2013, the Company obtained the release of its obligation at no expense to the Company.
In October 2001, the Company entered into an agreement with its former Chairman and Chief Executive Officer 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 $2.7 million was included in Other long-term liabilities on the Consolidated Balance Sheet at September 30, 2013.
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 $2.4 million at September 30, 2013. During the second quarter of 2013, a Company executive terminated his employment for “good reason.”  As a result of the termination, the Company recognized a severance charge of $0.9 million. During the three months ended September 30, 2013, substantially all the payments required to be made by the Company related to the severance charge were paid.
Ownership Interests in and Advances to Partner Companies and Funds (Tables)
The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies and private equity funds.
   
   
September 30, 2013
 
December 31, 2012
   
(In thousands)
(Unaudited)
Fair value
$
14,560

 
$
20,972

Equity Method:
   
 
   
Partner companies
108,249

 
102,931

Private equity funds
3,606

 
3,810

   
111,855

 
106,741

Cost Method:
   
 
   
Partner companies
12,530

 
10,000

Private equity funds
2,518

 
2,634

   
15,048

 
12,634

Advances to partner companies
1,585

 
8,292

   
$
143,048

 
$
148,639

Loan participations receivable
$
8,279

 
$
7,085

Available-for-sale securities
$
32

 
$
58

The results of PixelOptics are reported on a one quarter lag.
   
Six Months Ended June 30,
   
2013
 
2012
 
(In thousands)
(Unaudited)
Results of Operations:
   
 
   
Revenue
$
800

 
$
569

Operating loss
$
(12,219
)
 
$
(16,172
)
Net loss
$
(14,838
)
 
$
(16,925
)
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 September 30, 2013 and December 31, 2012:
   
Carrying
Value
 
Fair Value Measurement at September 30, 2013
   
Level 1
 
Level 2
 
Level 3
 
(In thousands)
(Unaudited)
Cash and cash equivalents
$
108,694

 
$
108,694

 
$

 
$

Restricted marketable securities
5

 
5

 

 

Ownership interest in common stock of NuPathe
12,437

 
12,437

 

 

Ownership interest in warrants and options of NuPathe
2,123

 

 

 
2,123

Available-for-sale securities
32

 
32

 

 

Warrant participations
417

 

 

 
417

Marketable securities—held-to-maturity:
   
 
   
 
   
 
   
Commercial paper
$
23,749

 
$
23,749

 
$

 
$

U.S. Treasury Bills
16,181

 
16,181

 

 

Government agency bonds
2,645

 
2,645

 

 

Certificates of deposit
14,849

 
14,849

 

 

 Total marketable securities
$
57,424

 
$
57,424

 
$

 
$

 
Carrying
Value
 
Fair Value Measurement at December 31, 2012
   
Level 1
 
Level 2
 
Level 3
 
(In thousands)
(Unaudited)
Cash and cash equivalents
$
66,029

 
$
66,029

 
$

 
$

Cash held in escrow
6,434

 
6,434

 

 

Restricted marketable securities
10

 
10

 

 

Ownership interest in common stock of NuPathe
8,897

 
8,897

 

 

Ownership interest in preferred stock, warrants and options of NuPathe
12,075

 

 

 
12,075

Available-for-sale securities
58

 
58

 

 

Warrant participations
423

 

 

 
423

Marketable securities—held-to-maturity:
   
 
   
 
   
 
   
Commercial paper
$
50,932

 
$
50,932

 
$

 
$

U.S. Treasury Bills
21,352

 
21,352

 

 

Government agency bonds
45,909

 
45,909

 

 

Certificates of deposit
21,823

 
21,823

 

 

 Total marketable securities
$
140,016

 
$
140,016

 
$

 
$

Convertible Debentures and Credit Arrangements (Tables)
Convertible Senior Debentures
The carrying values of the Company’s convertible senior debentures were as follows:
   
September 30, 2013
 
December 31, 2012
 
(In thousands)
(Unaudited)
Convertible senior debentures due 2018
$
49,221

 
$
48,483

Convertible senior debentures due 2014
29

 
67

Convertible senior debentures due 2024
441

 
441

   
49,691

 
48,991

Less: current portion
(470
)
 

Convertible senior debentures – non current
$
49,221

 
$
48,991

Stock-Based Compensation (Tables)
Stock-Based Compensation Expense
Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows:
   
   
Three Months Ended September 30,
 
Nine Months Ended September 30,
   
2013
 
2012
 
2013
 
2012
 
(In thousands)
(Unaudited)
General and administrative expense
$
510

 
$
317

 
$
1,808

 
$
1,546

   
$
510

 
$
317

 
$
1,808

 
$
1,546

Net Loss Per Share (Tables)
Calculations of Net Loss Per Share
The calculations of net loss per share were as follows:
   
Three Months Ended September 30,
 
Nine Months Ended September 30,
   
2013
 
2012
 
2013
 
2012
 
(In thousands except per share data)
(Unaudited)
Basic and Diluted:
   
 
   
 
   
 
   
Net loss
$
(19,430
)
 
$
(8,757
)
 
$
(59,492
)
 
$
(28,554
)
Weighted average common shares outstanding
21,494

 
20,999

 
21,245

 
20,935

Net loss per share
$
(0.90
)
 
$
(0.42
)
 
$
(2.80
)
 
$
(1.36
)
Operating Segments (Tables)
The Company’s active partner companies by segment were as follows as of September 30, 2013:
Healthcare
   
 
   
Partner Company
Safeguard Primary Ownership
as of September 30, 2013
 
Accounting Method
AdvantEdge Healthcare Solutions, Inc.
40.2%
 
Equity
Alverix, Inc.
49.2%
 
Equity
Crescendo Bioscience, Inc.
12.6%
 
Cost
Good Start Genetics, Inc.
30.0%
 
Equity
Medivo, Inc.
34.5%
 
Equity
NovaSom, Inc.
30.3%
 
Equity
NuPathe Inc.
16.5%
 
Fair value (1)
PixelOptics, Inc.
24.6%
 
Equity
Putney, Inc.
27.6%
 
Equity
Quantia, Inc.
34.4%
 
Equity
Sotera Wireless, Inc.
7.4%
 
Cost
   
Technology
   
 
   
Partner Company
Safeguard Primary Ownership
as of September 30, 2013
 
Accounting Method
AppFirst, Inc.
34.5%
 
Equity
Beyond.com, Inc.
38.2%
 
Equity
Bridgevine, Inc.
22.7%
 
Equity
Clutch Holdings, Inc.
24.0%
 
Equity
DriveFactor, Inc.
40.6%
 
Equity
Hoopla Software, Inc.
25.3%
 
Equity
Lumesis, Inc.
44.2%
 
Equity
MediaMath, Inc.
22.5%
 
Equity
Pneuron Corporation
27.6%
 
Equity
Spongecell, Inc.
23.0%
 
Equity
ThingWorx, Inc.
39.8%
 
Equity
(1) The Company’s ownership interest in NuPathe was accounted for as available-for-sale securities following NuPathe’s completion of an initial public offering in August 2010. In October 2012, the Company participated in a private placement of NuPathe preferred stock units, and in conjunction with this financing, the Company placed two persons on NuPathe’s board of directors. As a result, the Company determined that it exercised significant influence over NuPathe which made the equity method of accounting applicable to its ownership interests. Instead, the Company elected the fair value option beginning in October 2012. Prior to August 2010, the Company accounted for NuPathe under the equity method.
   
Three Months Ended September 30, 2013
 
   
   
Healthcare
 
Technology
 
Penn
Mezzanine
 
Total
Segments
 
Other
Items
 
Total
 
(In thousands)
(Unaudited)
Operating loss
$

 
$

 
$
(4
)
 
$
(4
)
 
$
(4,831
)
 
$
(4,835
)
Interest income

 

 
394

 
394

 
178

 
572

Equity income (loss)
(6,553
)
 
(3,490
)
 
(92
)
 
(10,135
)
 
269

 
(9,866
)
Net income (loss)
(11,325
)
 
(3,490
)
 
845

 
(13,970
)
 
(5,460
)
 
(19,430
)
Segment Assets:
   

 
   

 
   

 
   

 
   

 
   

September 30, 2013
72,563

 
64,393

 
12,873

 
149,829

 
171,914

 
321,743

December 31, 2012
83,500

 
58,753

 
12,153

 
154,406

 
219,738

 
374,144

   
Three months ended September 30, 2012
 
   
   
Healthcare
 
Technology
 
Penn
Mezzanine
 
Total
Segments
 
Other
Items
 
Total
 
(In thousands)
(Unaudited)
Operating loss
$

 
$

 
$
(2
)
 
$
(2
)
 
$
(4,788
)
 
$
(4,790
)
Interest income

 

 
322

 
322

 
374

 
696

Equity income (loss)
(5,727
)
 
2,508

 
(72
)
 
(3,291
)
 
(2
)
 
(3,293
)
Net income (loss)
(5,811
)
 
2,508

 
423

 
(2,880
)
 
(5,877
)
 
(8,757
)
   
   
Nine Months Ended September 30, 2013
 
   
   
Healthcare
 
Technology
 
Penn
Mezzanine
 
Total
Segments
 
Other
Items
 
Total
 
(In thousands)
(Unaudited)
Operating loss
$

 
$

 
$
(13
)
 
$
(13
)
 
$
(16,911
)
 
$
(16,924
)
Interest income

 

 
1,118

 
1,118

 
978

 
2,096

Equity income (loss)
(27,303
)
 
(7,990
)
 
(256
)
 
(35,549
)
 
296

 
(35,253
)
Net income (loss)
(33,665
)
 
(7,990
)
 
1,173

 
(40,482
)
 
(19,010
)
 
(59,492
)
   
Nine Months Ended September 30, 2012
 
   
   
Healthcare
 
Technology
 
Penn
Mezzanine
 
Total
Segments
 
Other
Items
 
Total
 
(In thousands)
(Unaudited)
Operating loss
$

 
$

 
$
(6
)
 
$
(6
)
 
$
(14,675
)
 
$
(14,681
)
Interest income

 

 
1,170

 
1,170

 
1,020

 
2,190

Equity income (loss)
(20,886
)
 
1,463

 
(260
)
 
(19,683
)
 
(5
)
 
(19,688
)
Net income (loss)
(11,991
)
 
1,463

 
340

 
(10,188
)
 
(18,366
)
 
(28,554
)
Carrying Value of Ownership Interests in and Advances to Partner Companies and Private Equity Funds (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Investments In And Advances To Affiliates [Line Items]
 
 
Fair value
$ 14,560 
$ 20,972 
Equity method investments
111,855 
106,741 
Cost method investments
15,048 
12,634 
Advances to partner companies
1,585 
8,292 
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)
143,048 
148,639 
Loan participations receivable
8,279 
7,085 
Available-for-sale securities
32 
58 
Partner companies [Member]
 
 
Investments In And Advances To Affiliates [Line Items]
 
 
Equity method investments
108,249 
102,931 
Cost method investments
12,530 
10,000 
Private equity funds [Member]
 
 
Investments In And Advances To Affiliates [Line Items]
 
 
Equity method investments
3,606 
3,810 
Cost method investments
$ 2,518 
$ 2,634 
Ownership Interests in and Advances to Partner Companies and Funds - Narrative (Detail) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Sep. 30, 2013
Private equity funds [Member]
Dec. 31, 2012
Private equity funds [Member]
Sep. 30, 2013
Nupathe [Member]
Sep. 30, 2013
Nupathe [Member]
Sep. 30, 2013
PixelOptics, Inc. [Member]
Jun. 30, 2013
PixelOptics, Inc. [Member]
Jun. 30, 2012
PixelOptics, Inc. [Member]
Jun. 30, 2013
Penn Mezzanine [Member]
Investment [Line Items]
 
 
 
 
 
 
 
 
 
 
Recognized impairment charges
 
 
 
 
 
 
$ 1,300,000 
$ 9,900,000 
$ 3,700,000 
$ 300,000 
Equity method investments
111,855,000 
106,741,000 
3,606,000 
3,810,000 
 
 
 
 
 
Recognition of unrealized loss (gain) on mark-to-market of ownership interests
 
 
 
 
$ 4,800,000 
$ 6,400,000 
 
 
 
 
Results of Operations of PixelOptics (Detail) (PixelOptics, Inc. [Member], USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
PixelOptics, Inc. [Member]
 
 
Results of Operations:
 
 
Revenue
$ 800 
$ 569 
Operating loss
(12,219)
(16,172)
Net loss
$ (14,838)
$ (16,925)
Acquisitions of Ownership Interests in Partner Companies and Funds - Additional Information (Detail) (USD $)
9 Months Ended 1 Months Ended 9 Months Ended 1 Months Ended 6 Months Ended 1 Months Ended 9 Months Ended 1 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2012
Alverix [Member]
Sep. 30, 2013
Alverix [Member]
Aug. 31, 2013
Quantia, Inc. [Member]
Aug. 31, 2013
Drive Factor [Member]
Jun. 30, 2013
Drive Factor [Member]
Aug. 31, 2013
Clutch Holdings, LLC [Member]
Feb. 28, 2013
Clutch Holdings, LLC [Member]
Sep. 30, 2013
Penn Mezzanine [Member]
Sep. 30, 2013
PixelOptics, Inc. [Member]
Jun. 30, 2013
Medivo Inc [Member]
Nov. 30, 2011
Medivo Inc [Member]
May 31, 2013
Hoopla Software, Inc. [Member]
Dec. 31, 2011
Hoopla Software, Inc. [Member]
Mar. 31, 2013
Lumesis, Inc. [Member]
Feb. 29, 2012
Lumesis, Inc. [Member]
Feb. 28, 2013
Pneuron, Inc. [Member]
Jul. 31, 2013
Crescendo [Member]
Dec. 31, 2012
Crescendo [Member]
Jan. 31, 2013
Sotera [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible bridge loan
 
 
 
 
$ 600,000 
 
 
 
 
 
 
$ 5,300,000 
 
 
$ 200,000 
 
 
 
 
$ 1,000,000 
 
 
Payments to Acquire Other Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,000,000 
1,300,000 
Acquisitions of ownership interests in companies and funds, net of cash acquired
28,718,000 
21,719,000 
 
8,800,000 
 
7,500,000 
1,100,000 
3,500,000 
5,000,000 
500,000 
 
31,600,000 
5,300,000 
6,300,000 
 
1,300,000 
1,700,000 
2,200,000 
5,000,000 
 
 
 
Equity method investments
111,855,000 
 
106,741,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under cost method, percentage
 
 
 
 
 
 
 
 
 
6.50% 
 
 
 
 
 
 
 
 
 
 
 
7.70% 
Ownership interest under equity method, percentage
 
 
 
 
 
34.40% 
 
 
24.00% 
 
 
 
 
 
 
 
 
 
27.60% 
 
 
 
Fund amount for participations in loan and equity interests
 
 
 
 
 
 
 
 
 
 
2,300,000 
 
 
 
 
 
 
 
 
 
 
 
Fund amount for participations in loan
 
 
 
 
 
 
 
 
 
 
2,200,000 
 
 
 
 
 
 
 
 
 
 
 
Fund amount for participations in equity interests
 
 
 
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
Cost of shares acquired from previous investor
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,200,000 
Carrying Value and Fair Value of Certain Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Cash held in escrow
$ 0 
$ 6,434 
Restricted marketable securities
10 
Fair Value, Measurements, Recurring [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
108,694 
66,029 
Cash held in escrow
 
6,434 
Restricted marketable securities
10 
Available-for-sale securities
32 
58 
Warrant participations
Total marketable securities
57,424 
140,016 
Fair Value, Measurements, Recurring [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
Cash held in escrow
 
Restricted marketable securities
Available-for-sale securities
Warrant participations
Total marketable securities
Fair Value, Measurements, Recurring [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
Cash held in escrow
 
Restricted marketable securities
Available-for-sale securities
Warrant participations
417 
423 
Total marketable securities
Fair Value, Measurements, Recurring [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
108,694 
66,029 
Cash held in escrow
 
6,434 
Restricted marketable securities
10 
Available-for-sale securities
32 
58 
Warrant participations
417 
423 
Total marketable securities
57,424 
140,016 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Common Stock [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
12,437 
8,897 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Common Stock [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Common Stock [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Common Stock [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
12,437 
8,897 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred stock, warrants and options [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred stock, warrants and options [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred stock, warrants and options [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
2,123 
 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred stock, warrants and options [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
2,123 
 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred Stock Warrants [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred Stock Warrants [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred Stock Warrants [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
 
12,075 
NuPathe [Member] |
Fair Value, Measurements, Recurring [Member] |
Preferred Stock Warrants [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Ownership interest
 
12,075 
Commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
23,749 
50,932 
Commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Commercial paper [Member] |
Fair Value, Measurements, Recurring [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
23,749 
50,932 
U.S. Treasury Bills [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
16,181 
21,352 
U.S. Treasury Bills [Member] |
Fair Value, Measurements, Recurring [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] |
Fair Value, Measurements, Recurring [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] |
Fair Value, Measurements, Recurring [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
16,181 
21,352 
Government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
2,645 
45,909 
Government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Government agency bonds [Member] |
Fair Value, Measurements, Recurring [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
2,645 
45,909 
Certificates of deposit [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 1 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
14,849 
21,823 
Certificates of deposit [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 2 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Certificates of deposit [Member] |
Fair Value, Measurements, Recurring [Member] |
Level 3 [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
Certificates of deposit [Member] |
Fair Value, Measurements, Recurring [Member] |
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
 
 
Total marketable securities
$ 14,849 
$ 21,823 
Fair Value Measurements - Narrative (Detail) (USD $)
1 Months Ended 3 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Feb. 28, 2013
NuPathe [Member]
Sep. 30, 2013
PixelOptics, Inc. [Member]
Jun. 30, 2013
PixelOptics, Inc. [Member]
Jun. 30, 2012
PixelOptics, Inc. [Member]
Jun. 30, 2013
Penn Mezzanine [Member]
Schedule Of Available For Sale Securities [Line Items]
 
 
 
 
 
 
 
Marketable securities, current
$ 54,132,000 
$ 110,957,000 
 
 
 
 
 
Marketable securities, non current
3,292,000 
29,059,000 
 
 
 
 
 
Other Asset Impairment Charges
 
 
 
1,300,000 
9,900,000 
3,700,000 
300,000 
Ownership interest
$ 111,855,000 
$ 106,741,000 
 
$ 0 
 
 
 
Number of convertible preferred stock units
 
 
2,500 
 
 
 
 
Number of common shares after conversion
 
 
2,500,000 
 
 
 
 
Carrying Values of Convertible Senior Debentures (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Convertible senior debentures
$ 49,691 
$ 48,991 
Less: current portion
(470)
Convertible senior debentures – non current
49,221 
48,991 
Convertible Senior Debentures due 2018 [Member]
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures
49,221 
48,483 
Convertible Senior Debentures due 2014 [Member]
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures
29 
67 
Convertible Senior Debentures due 2024 [Member]
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures
$ 441 
$ 441 
Convertible Debentures and Credit Arrangements - Convertible Senior Debentures due 2018 - Additional Information (Detail) (USD $)
9 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Convertible Senior Debentures due 2018 [Member]
Nov. 30, 2012
Convertible Senior Debentures due 2018 [Member]
Sep. 30, 2013
Convertible Senior Debentures due 2018 [Member]
Minimum
Nov. 30, 2012
Convertible Senior Debentures due 2014 [Member]
Mar. 31, 2010
Convertible Senior Debentures due 2014 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
Aggregate face value of convertible senior debentures
 
 
$ 55,000,000.0 
 
 
$ 46,900,000.0 
Interest rate on debentures
 
8.70% 
5.25% 
 
10.125% 
 
Debt Instrument Expiration Date Year
 
2018 
 
 
 
 
Percentage of the closing sales price of the entity's common stock that the conversion price exceeded giving the holders of the debentures an option (as a percent)
 
 
 
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 
1,000 
 
 
 
 
Closing price is percentage of conversion price
 
98.00% 
 
 
 
 
Convertible senior debentures, convertible latest date
 
Nov. 15, 2017 
 
 
 
 
Conversion rate of common stock
 
55.17 
 
 
 
 
Conversion price (in dollars per share)
 
$ 18.13 
 
 
 
 
Closing price for common stock
 
$ 15.69 
 
 
 
 
Sales price of common stock to conversion price
 
140.00% 
 
 
 
 
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock exceeded the conversion price giving the holders of the debentures an option (in days)
 
20 days 
 
 
 
 
Number of consecutive trading days during which the closing price of the entity's common stock exceeded the conversion price for at least 20 days giving the holders of the debentures an option (in days)
 
30 days 
 
 
 
 
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% 
 
 
 
 
Outstanding debentures
 
55,000,000 
 
 
 
 
Fair value of Debentures outstanding
 
59,400,000 
 
 
 
 
Gross carrying amount of equity component
 
6,400,000 
 
 
 
 
Principal amount of liability component
 
55,000,000 
 
 
 
 
Unamortized discount
 
5,800,000 
 
 
 
 
Carrying value of liability component
 
49,200,000 
 
 
 
 
Additional interest expenses
 
$ 700,000 
 
 
 
 
Convertible Debentures and Credit Arrangements - Convertible Senior Debentures due 2024 - Additional Information (Detail) (Convertible Senior Debentures due 2024 [Member], USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2013
Dec. 31, 2004
Debt Instrument [Line Items]
 
 
Aggregate face value of convertible senior debentures
 
$ 150,000,000.0 
Credit facility maturity date
 
Mar. 15, 2024 
Fair value of Debentures outstanding
$ 400,000 
 
Convertible senior debentures, interest payment description
semi-annually 
 
Convertible senior debentures, convertible latest date
Mar. 14, 2024 
 
Conversion price (in dollars per share)
$ 43.3044 
 
Percentage of face amount which is equal to repurchase price for providing optional conversion of debentures
100.00% 
 
Scenario One [Member]
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures, optional repurchase date
Mar. 20, 2014 
 
Scenario Two [Member]
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures, optional repurchase date
Mar. 20, 2019 
 
Convertible Debentures and Credit Arrangements - Convertible Senior Debentures due 2014 - Additional Information (Detail) (Convertible Senior Debentures due 2014 [Member], USD $)
Nov. 30, 2012
Mar. 31, 2010
Convertible Senior Debentures due 2014 [Member]
 
 
Debt Instrument [Line Items]
 
 
Aggregate face value of convertible senior debentures
 
$ 46,900,000.0 
Repurchase of Debentures
$ 58,700,000 
 
Convertible Debentures and Credit Arrangements - Credit Arrangements - Additional Information (Detail) (Credit Arrangements, USD $)
9 Months Ended
Sep. 30, 2013
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)
$ 50,000,000 
Sublimit facility attached on revolving credit facility
20,000,000 
Amount of depository, operating accounts, the lesser and investment and securities accounts required to be maintained at the lending bank
80,000,000 
Percentage of depository, operating accounts, the lesser and investment and securities accounts required to be maintained at the lending bank
75.00% 
Amount available for borrowing under revolving credit facility
43,700,000 
After Amendment
 
Debt Instrument [Line Items]
 
Credit facility maturity date
Dec. 31, 2014 
Landlord of CompuCom Systems
 
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 Expense (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
 
 
Stock-based compensation expense
$ 510 
$ 317 
$ 1,808 
$ 1,546 
General And Administrative Expenses [Member]
 
 
 
 
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
 
 
 
 
Stock-based compensation expense
$ 510 
$ 317 
$ 1,808 
$ 1,546 
Stock-Based Compensation - Narrative (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Market Based Awards [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Expiration period
 
 
8 years 
 
Options vested
 
 
Stock-based compensation expense
$ 0 
$ 0.1 
$ 0.2 
$ 0.3 
Stock-based compensation, maximum number of unvested shares
 
 
457,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations
 
499,000 
 
 
Performance Shares [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
0.1 
0.3 
0.1 
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations
 
 
16,000 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period
 
 
14,000 
Performance based maximum number of unvested shares
 
 
795,000 
 
Service Based Award [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
0.2 
0.1 
0.4 
0.5 
Vesting period
 
 
4 years 
 
Expiration term
 
 
8 years 
 
Options issued
 
 
39,000 
46,000 
Deferred Stock Units [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Deferred stock units issued to non-employee directors
 
 
46,000 
23,000 
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 years 
 
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
0.3 
0.1 
1.0 
0.6 
Unrestricted Shares [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Stock-based compensation expense
 
 
 
$ 0.1 
Share based compensation arrangement by share based payment award equity instruments other than options issued in period
 
 
 
Income Taxes - Narrative (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Income Tax Disclosure [Abstract]
 
 
 
 
Income tax benefit (expense)
$ 0 
$ 0 
$ 0 
$ 0 
Calculations of Net Loss Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Earnings Per Share [Abstract]
 
 
 
 
Net loss
$ (19,430)
$ (8,757)
$ (59,492)
$ (28,554)
Weighted average common shares outstanding, Basic and diluted (in shares)
21,494 
20,999 
21,245 
20,935 
Net loss per share, Basic and diluted (in dollars per share)
$ (0.90)
$ (0.42)
$ (2.80)
$ (1.36)
Net Loss Per Share - Narrative (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
 
 
 
 
Shares of common stock at prices ranging, lower limit
$ 3.93 
$ 3.93 
$ 3.93 
$ 3.93 
Shares of common stock at prices ranging, upper limit
$ 18.80 
$ 18.80 
$ 18.80 
$ 18.80 
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
2.3 
3.1 
2.3 
3.1 
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
0.3 
0.2 
0.3 
0.2 
Convertible Senior Debentures due 2014 [Member]
 
 
 
 
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
 
 
 
 
Share of common stock excluded from diluted net loss per share calculation
 
2.8 
 
2.8 
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 
 
3.0 
 
Operating Segments - Narrative (Detail) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Segment Reporting Information [Line Items]
 
 
Non-consolidated partner companies
22 
 
Other Items [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Total assets included cash, cash equivalents, cash held in escrow, and marketable securities
$ 166.1 
$ 212.5 
Penn Mezzanine [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Ownership interest under equity method, percentage
36.00% 
 
Active Partner Companies by Segment (Detail)
Aug. 31, 2013
Quantia [Member]
Aug. 31, 2013
Clutch Holdings, LLC [Member]
Feb. 28, 2013
Clutch Holdings, LLC [Member]
Feb. 28, 2013
Pneuron, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
AdvantEdge Healthcare Solutions, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
Alverix, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
Crescendo Bioscience, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
Good Start Genetics, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
Medivo, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
NovaSom, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
NuPathe Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
PixelOptics, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
Putney, Inc. [Member]
Sep. 30, 2013
Healthcare [Member]
Quantia [Member]
Sep. 30, 2013
Healthcare [Member]
Sotera Wireless, Inc. [Member]
Sep. 30, 2013
Technology [Member]
AppFirst, Inc. [Member]
Sep. 30, 2013
Technology [Member]
Beyond.com, Inc [Member]
Sep. 30, 2013
Technology [Member]
Bridgevine, Inc. [Member]
Sep. 30, 2013
Technology [Member]
Clutch Holdings, LLC [Member]
Sep. 30, 2013
Technology [Member]
DriveFactor Inc. [Member]
Sep. 30, 2013
Technology [Member]
Hoopla Software, Inc. [Member]
Sep. 30, 2013
Technology [Member]
Lumesis, Inc. [Member]
Sep. 30, 2013
Technology [Member]
MediaMath, Inc. [Member]
Sep. 30, 2013
Technology [Member]
Pneuron, Inc. [Member]
Sep. 30, 2013
Technology [Member]
Spongecell, Inc. [Member]
Sep. 30, 2013
Technology [Member]
ThingWorx, Inc. [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under equity method, percentage
34.40% 
24.00% 
 
27.60% 
40.20% 
49.20% 
 
30.00% 
34.50% 
30.30% 
 
24.60% 
27.60% 
34.40% 
 
34.50% 
38.20% 
22.70% 
24.00% 
40.60% 
25.30% 
44.20% 
22.50% 
27.60% 
23.00% 
39.80% 
Ownership interest under cost method, percentage
 
 
6.50% 
 
 
 
12.60% 
 
 
 
 
 
 
 
7.40% 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under fair value method, percentage
 
 
 
 
 
 
 
 
 
 
16.50% 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Active Partner Companies by Segment (Parenthetical) (Detail) (NuPathe [Member])
Oct. 31, 2012
person
NuPathe [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Number of Board of directors
Segment Data from Operations (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Segment Reporting Information [Line Items]
 
 
 
 
 
Operating loss
$ (4,835)
$ (4,790)
$ (16,924)
$ (14,681)
 
Interest income
572 
696 
2,096 
2,190 
 
Equity income (loss)
(9,866)
(3,293)
(35,253)
(19,688)
 
Net income (loss)
(19,430)
(8,757)
(59,492)
(28,554)
 
Segment Assets
321,743 
 
321,743 
 
374,144 
Total Segments
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Operating loss
(4)
(2)
(13)
(6)
 
Interest income
394 
322 
1,118 
1,170 
 
Equity income (loss)
(10,135)
(3,291)
(35,549)
(19,683)
 
Net income (loss)
(13,970)
(2,880)
(40,482)
(10,188)
 
Segment Assets
149,829 
 
149,829 
 
154,406 
Healthcare [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Operating loss
 
Interest income
 
Equity income (loss)
(6,553)
(5,727)
(27,303)
(20,886)
 
Net income (loss)
(11,325)
(5,811)
(33,665)
(11,991)
 
Segment Assets
72,563 
 
72,563 
 
83,500 
Technology [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Operating loss
 
Interest income
 
Equity income (loss)
(3,490)
2,508 
(7,990)
1,463 
 
Net income (loss)
(3,490)
2,508 
(7,990)
1,463 
 
Segment Assets
64,393 
 
64,393 
 
58,753 
Penn Mezzanine [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Operating loss
(4)
(2)
(13)
(6)
 
Interest income
394 
322 
1,118 
1,170 
 
Equity income (loss)
(92)
(72)
(256)
(260)
 
Net income (loss)
845 
423 
1,173 
340 
 
Segment Assets
12,873 
 
12,873 
 
12,153 
Other Items [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Operating loss
(4,831)
(4,788)
(16,911)
(14,675)
 
Interest income
178 
374 
978 
1,020 
 
Equity income (loss)
269 
(2)
296 
(5)
 
Net income (loss)
(5,460)
(5,877)
(19,010)
(18,366)
 
Segment Assets
$ 171,914 
 
$ 171,914 
 
$ 219,738 
Commitments and Contingencies - Additional Information (Detail) (USD $)
1 Months Ended 9 Months Ended 12 Months Ended 6 Months Ended 9 Months Ended
May 31, 2008
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2013
Dec. 31, 2012
Jun. 30, 2013
Employee Severance
Sep. 30, 2013
Employee Severance
Sep. 30, 2013
Letter of credit
Sep. 30, 2013
Clawback Liability
Sep. 30, 2013
Accrued expenses and other current liabilities
Sep. 30, 2013
Accrued expenses and other current liabilities
Clawback Liability
Sep. 30, 2013
Other long-term liabilities
Sep. 30, 2013
Other long-term liabilities
Clawback Liability
Sep. 30, 2013
Private equity funds [Member]
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company outstanding guarantees
 
$ 3,800,000 
 
 
 
 
$ 2,400,000 
 
 
 
 
 
 
 
Committed capital of private equity funds
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
Accrued expenses and other current liabilities
 
 
 
 
 
 
 
 
1,300,000 
 
 
 
 
 
Accrued expenses and other current liabilities
 
3,540,000 
 
 
2,601,000 
 
 
 
 
 
1,000,000 
 
 
 
Other long-term liabilities
 
3,814,000 
 
 
3,921,000 
 
 
 
 
 
 
 
300,000 
 
Company's ownership in the funds
 
 
 
 
 
 
 
 
19.00% 
 
 
 
 
 
Proceeds from sales of and distributions from companies and funds
6,400,000 
2,603,000 
14,526,000 
 
 
 
 
 
 
 
 
 
 
 
Annual payments
 
 
 
650,000 
 
 
 
 
 
 
 
 
 
 
Liability to former chairman and chief executive officer, current
 
 
 
 
 
 
 
 
 
800,000 
 
 
 
 
Liability to former chairman and chief executive officer, non-current
 
 
 
 
 
 
 
 
 
 
 
2,700,000 
 
 
Letter of credit under the credit facility
 
 
 
 
 
 
 
6,300,000 
 
 
 
 
 
 
Letter of credit expiration date
 
 
 
 
 
 
 
Mar. 19, 2019 
 
 
 
 
 
 
Severance charge
 
 
 
 
 
$ 900,000