SAFEGUARD SCIENTIFICS INC, 10-K filed on 3/11/2013
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2012
Mar. 7, 2013
Jun. 30, 2012
Document Information [Line Items]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2012 
 
 
Document Fiscal Year Focus
2012 
 
 
Document Fiscal Period Focus
FY 
 
 
Trading Symbol
SFE 
 
 
Entity Registrant Name
SAFEGUARD SCIENTIFICS INC 
 
 
Entity Central Index Key
0000086115 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
20,976,963 
 
Entity Public Float
 
 
$ 316,924,470 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Current Assets:
 
 
Cash and cash equivalents
$ 66,029 
$ 83,187 
Cash held in escrow
6,434 
6,433 
Marketable securities
110,957 
158,098 
Restricted cash equivalents
10 
5,137 
Prepaid expenses and other current assets
2,408 
1,081 
Total current assets
185,838 
253,936 
Property and equipment, net
193 
228 
Ownership interests in and advances to partner companies and funds ($20,972 at fair value at December 31, 2012)
148,639 
114,169 
Loan participations receivable
7,085 
7,587 
Available-for-sale securities
58 
5,184 
Long-term marketable securities
29,059 
16,287 
Long-term restricted cash equivalents
 
7,128 
Other assets
3,272 
2,117 
Total Assets
374,144 
406,636 
Current Liabilities:
 
 
Accounts payable
610 
243 
Accrued compensation and benefits
4,050 
4,583 
Accrued expenses and other current liabilities
2,601 
3,690 
Total current liabilities
7,261 
8,516 
Other long-term liabilities
3,921 
4,146 
Convertible senior debentures-non-current
48,991 
45,694 
Commitments and contingencies
   
   
Equity:
 
 
Preferred stock, $0.10 par value; 1,000 shares authorized
   
   
Common stock, $0.10 par value; 83,333 shares authorized; 20,968 and 20,752 shares issued and outstanding in 2012 and 2011, respectively
2,097 
2,075 
Additional paid-in capital
815,946 
810,956 
Accumulated deficit
(504,072)
(464,710)
Accumulated other comprehensive income (loss)
 
(41)
Total equity
313,971 
348,280 
Total Liabilities and Equity
$ 374,144 
$ 406,636 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Ownership interests in and advances, to partner companies and funds, fair value
$ 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
20,968 
20,752 
Common stock, shares outstanding
20,968 
20,752 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
General and administrative expense
$ 4,792 
$ 4,790 
$ 5,148 
$ 4,743 
$ 5,614 
$ 5,100 
$ 5,570 
$ 4,884 
$ 19,473 
$ 21,168 
$ 20,847 
Operating loss
(4,792)
(4,790)
(5,148)
(4,743)
(5,614)
(5,100)
(5,570)
(4,884)
(19,473)
(21,168)
(20,847)
Other income (loss), net
1,344 
91 
4,819 
3,084 
(4,754)
(324)
(775)
(292)
9,338 
(6,145)
74,809 
Interest income
736 
696 
595 
899 
455 
278 
324 
367 
2,926 
1,424 
718 
Interest expense
(1,267)
(1,461)
(1,456)
(1,452)
(1,449)
(1,445)
(1,441)
(1,636)
(5,636)
(5,971)
(5,737)
Equity income (loss)
(6,829)
(3,293)
(8,947)
(7,448)
(13,177)
28,922 
129,277 
(2,565)
(26,517)
142,457 
(22,334)
Net income (loss) before income taxes
(10,808)
(8,757)
(10,137)
(9,660)
(24,539)
22,331 
121,815 
(9,010)
(39,362)
110,597 
26,609 
Income tax benefit (expense)
   
   
   
   
   
   
   
   
   
   
   
Net income (loss)
$ (10,808)
$ (8,757)
$ (10,137)
$ (9,660)
$ (24,539)
$ 22,331 
$ 121,815 
$ (9,010)
$ (39,362)
$ 110,597 
$ 26,609 
Net income (loss) per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$ (0.51)1
$ (0.42)1
$ (0.48)1
$ (0.46)1
$ (1.18)1
$ 1.07 1
$ 5.87 1
$ (0.44)1
$ (1.88)
$ 5.33 
$ 1.30 
Diluted
$ (0.51)1
$ (0.42)1
$ (0.48)1
$ (0.46)1
$ (1.18)1
$ 0.98 1
$ 5.05 1
$ (0.46)1
$ (1.88)
$ 4.74 
$ 1.24 
Average shares used in computing net income (loss) per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
20,974 
20,764 
20,535 
Diluted
 
 
 
 
 
 
 
 
20,974 
24,522 
21,507 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Net income (loss)
$ (39,362)
$ 110,597 
$ 26,609 
Other comprehensive income (loss), before taxes:
 
 
 
Unrealized net gain (loss) on available-for-sale securities
4,388 
(20,308)
11,708 
Reclassification adjustment for gain from available-for-sale securities changed to fair value
(4,607)
 
 
Reclassification adjustment for other than temporary impairment of available-for-sale securities included in net income (loss)
260 
7,451 
1,108 
Total comprehensive income (loss)
$ (39,321)
$ 97,740 
$ 39,425 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)
In Thousands
Total
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Common Stock
Additional Paid-In Capital
Treasury Stock
Balance at Dec. 31, 2009
$ 190,507 
$ (601,916)
 
$ 2,042 
$ 790,868 
$ (487)
Balance (in shares) at Dec. 31, 2009
 
 
 
20,420 
 
44 
Net income (loss)
26,609 
26,609 
 
 
 
 
Stock options exercised, net
1,107 
 
 
10 
923 
174 
Stock options exercised, net (in shares)
 
 
 
102 
 
(18)
Issuance of restricted stock, net
142 
 
 
133 
 
Issuance of restricted stock, net (in shares)
 
 
 
84 
 
Stock-based compensation expense
3,777 
 
 
 
3,777 
 
Equity component of convertible senior debentures issued, net of issuance costs
10,842 
 
 
 
10,842 
 
Stock awards
631 
 
 
316 
313 
Stock awards (in shares)
 
 
 
24 
 
(29)
Other comprehensive income (loss)
12,816 
 
12,816 
 
 
 
Balance at Dec. 31, 2010
246,431 
(575,307)
12,816 
2,063 
806,859 
 
Balance (in shares) at Dec. 31, 2010
 
 
 
20,630 
 
 
Net income (loss)
110,597 
110,597 
 
 
 
 
Stock options exercised, net
918 
 
 
10 
908 
 
Stock options exercised, net (in shares)
 
 
 
95 
 
Issuance of restricted stock, net
139 
 
 
137 
 
Issuance of restricted stock, net (in shares)
 
 
 
27 
 
(5)
Stock-based compensation expense
3,052 
 
 
 
3,052 
 
Other comprehensive income (loss)
(12,857)
 
(12,857)
 
 
 
Balance at Dec. 31, 2011
348,280 
(464,710)
(41)
2,075 
810,956 
 
Balance (in shares) at Dec. 31, 2011
 
 
 
20,752 
 
 
Net income (loss)
(39,362)
(39,362)
 
 
 
 
Stock options exercised, net
1,741 
 
 
19 
1,722 
 
Stock options exercised, net (in shares)
 
 
 
181 
 
 
Issuance of restricted stock, net
94 
 
 
91 
 
Issuance of restricted stock, net (in shares)
 
 
 
35 
 
 
Stock-based compensation expense
2,014 
 
 
 
2,014 
 
Repurchase of equity component of convertible senior debentures
(5,283)
 
 
 
(5,283)
 
Equity component of convertible senior debentures issued, net of issuance costs
6,446 
 
 
 
6,446 
 
Other comprehensive income (loss)
41 
 
41 
 
 
 
Balance at Dec. 31, 2012
$ 313,971 
$ (504,072)
 
$ 2,097 
$ 815,946 
 
Balance (in shares) at Dec. 31, 2012
 
 
 
20,968 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Cash Flows from Operating Activities:
 
 
 
Net income (loss)
$ (39,362)
$ 110,597 
$ 26,609 
Adjustments to reconcile to net cash used in operating activities:
 
 
 
Depreciation
108 
124 
121 
Amortization of debt discount
726 
623 
426 
Equity (income) loss
26,517 
(142,457)
22,334 
Other (income) loss, net
(9,338)
6,145 
(74,809)
Stock-based compensation expense
2,014 
3,052 
3,777 
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
 
 
 
Accounts receivable, net
(418)
(429)
(195)
Accounts payable, accrued expenses, deferred revenue and other
3,228 
4,618 
5,718 
Net cash used in operating activities
(16,525)
(17,727)
(16,019)
Cash Flows from Investing Activities:
 
 
 
Acquisitions of ownership interests in companies and funds
(46,100)
(85,329)
(20,418)
Proceeds from sales of and distributions from companies and funds
17,596 
171,268 
183,813 
Advances and loans to companies
(13,665)
(12,127)
(11,710)
Repayment of advances to companies
3,214 
5,000 
2,009 
Origination fees on mezzanine loans
74 
537 
 
Increase in marketable securities
(242,023)
(240,367)
(65,201)
Decrease in marketable securities
276,392 
108,393 
61,856 
Release of restricted cash equivalents for interest on convertible senior debentures
7,701 
 
 
Investment in restricted cash equivalents for interest on convertible senior debentures
 
 
(18,864)
Capital expenditures
(73)
(58)
(106)
Proceeds from sale of discontinued operations, net
 
477 
Other, net
 
107 
 
Net cash provided by (used in) investing activities
3,116 
(52,575)
131,856 
Cash Flows from Financing Activities:
 
 
 
Proceeds from issuance of convertible senior debentures
55,000 
 
 
Repurchase of convertible senior debentures
(58,703)
(30,848)
 
Costs of issuance of convertible senior debentures
(1,790)
 
 
Costs of exchange of convertible senior debentures
 
 
(872)
Issuance of Company common stock, net
1,744 
918 
1,107 
Net cash provided by (used in) financing activities
(3,749)
(29,930)
235 
Net Increase (Decrease) in Cash and Cash Equivalents
(17,158)
(100,232)
116,072 
Cash and Cash Equivalents at beginning of period
83,187 
183,419 
67,347 
Cash and Cash Equivalents at end of period
$ 66,029 
$ 83,187 
$ 183,419 
Significant Accounting Policies
Significant Accounting Policies

1. Significant Accounting Policies

Description of the Company

Safeguard Scientifics, Inc. (“Safeguard” or the “Company”) seeks to build value in growth-stage businesses by providing capital and strategic, operational and management resources. Safeguard participates in expansion financings, corporate spin-outs, buyouts, recapitalizations, industry consolidations and early-stage financings. The Company’s vision is to be the preferred catalyst to build great companies across diverse capital platforms.

The Company strives to create long-term value for its shareholders by helping partner companies increase their market penetration, grow revenue and improve cash flow. The Company focuses principally on companies with initial capital requirements between $5 million and $15 million, and follow-on financings between $5 million and $10 million, with a total anticipated deployment of up to $25 million from Safeguard. In addition, the Company targets companies that operate in two sectors:

Healthcare — companies focused on medical technology (“MedTech”), including diagnostics and devices; healthcare technology (“HealthTech”); and specialty pharmaceuticals. Within these areas, Safeguard targets companies that have lesser regulatory risk and have achieved or are near commercialization.

Technology — companies focused on digital media; financial technology (“FinTech”) and Enterprise 3.0, which includes mobile technology, cloud, the “Internet of Things” and big data. Within these areas, Safeguard targets companies that have transaction-enabling applications with a recurring revenue stream.

Basis of Presentation

On October 23, 2012, the Company purchased 2,500 preferred stock units and warrants to purchase 2.5 million shares of common stock from NuPathe, Inc. for $5.0 million. In conjunction with this financing, the Company placed two members on NuPathe’s board of directors (currently consisting of eight members). As a result, the Company determined that it exercised significant influence over NuPathe which made the equity method of accounting applicable to its ownership interest. Instead, the Company elected the fair value option on that date to account for its ownership interest in NuPathe given the reliable evidence provided by quoted prices in an active market for NuPathe’s publicly traded common stock. The Company’s ownership interest in NuPathe was previously accounted for as available-for-sale securities following NuPathe’s completion of an initial public offering in August 2010. Unrealized gains associated with the Company’s holdings in NuPathe’s common stock, previously accounted for as available-for-sale securities, and unrealized gains associated with the Company’s holdings in common and preferred stock and warrants through December 31, 2012 were recognized in Other income (loss), net in the Consolidated Statement of Operations.

The Company’s ownership interests in Tengion, Inc. are accounted for as available-for-sale securities following Tengion’s completion of its initial public offering in April 2010.

Principles of Accounting for Ownership Interests in Companies

The Company’s ownership interests in its partner companies and private equity funds are accounted for using one of the following methods: consolidation, equity, cost, fair value and available-for-sale. The accounting method applied is generally determined by the degree of the Company’s influence over the entity, primarily determined by its voting interest in the entity.

In addition to holding voting and non-voting equity and debt securities, the Company also periodically makes advances to its partner companies in the form of promissory notes which are included in the Ownership interests in and advances to partner companies and funds line item in the Consolidated Balance Sheets.

 

Consolidation Method. The Company generally accounts for partner companies in which it directly or indirectly owns more than 50% of the outstanding voting securities under the consolidation method of accounting. Under this method, the Company includes the partner companies’ financial statements within the Company’s Consolidated Financial Statements, and all significant intercompany accounts and transactions are eliminated. The Company reflects participation of other stockholders in the net assets and in the income or losses of these consolidated partner companies in Equity in the Consolidated Balance Sheets and in Net (income) loss attributable to noncontrolling interest in the Statements of Operations. Net (income) loss attributable to noncontrolling interest adjusts the Company’s consolidated operating results to reflect only the Company’s share of the earnings or losses of the consolidated partner company. The Company accounts for results of operations and cash flows of a consolidated partner company through the latest date in which it holds a controlling interest. If the Company subsequently relinquishes control but retains an interest in the partner company, the accounting method is adjusted to the equity, cost or fair value method of accounting, as appropriate. As of December 31, 2012 and for each of the three years in the period then ended, the Company did not hold a controlling interest in any of its partner companies.

Fair Value Method. The Company accounts for its holdings in NuPathe, a publicly traded partner company, under the fair value method of accounting beginning in October 2012. The Company accounted for its holdings in Clarient, Inc., formerly a publicly traded partner company, under the fair value method of accounting following its deconsolidation in May 2009 and through the date of the sale of the Company’s remaining interest in Clarient in December 2010. Unrealized gains and losses on the mark-to-market of the Company’s holdings in fair value method companies and realized gains and losses on the sale of any holdings in fair value method companies are recognized in Other income (loss), net in the Consolidated Statements of Operations.

Equity Method. The Company accounts for partner companies whose results are not consolidated, but over which it exercises significant influence, under the equity method of accounting. Whether or not the Company exercises significant influence with respect to a partner company depends on an evaluation of several factors including, among others, representation of the Company on the partner company’s board of directors and the Company’s ownership level, which is generally a 20% to 50% interest in the voting securities of a partner company, including voting rights associated with the Company’s holdings in common, preferred and other convertible instruments in the company. The Company also accounts for its interests in some private equity funds under the equity method of accounting based on its non-controlling general and limited partner interests in such funds. Under the equity method of accounting, the Company does not reflect a partner company’s financial statements within the Company’s Consolidated Financial Statements; however, the Company’s share of the income or loss of such partner company is reflected in Equity income (loss) in the Consolidated Statements of Operations. The Company includes the carrying value of equity method partner companies in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets. Any excess of the Company’s cost over its underlying interest in the net assets of equity method partner companies allocated to intangible assets is amortized over the estimated useful lives of the related intangible assets. The Company reflects its share of the income or loss of the equity method partner companies on a one quarter lag. This reporting lag could result in a delay in recognition of the impact of changes in the business or operations of these partner companies.

When the Company’s carrying value in an equity method partner company is reduced to zero, the Company records no further losses in its Consolidated Statements of Operations unless the Company has an outstanding guarantee obligation or has committed additional funding to such equity method partner company. When such equity method partner company subsequently reports income, the Company will not record its share of such income until it exceeds the amount of the Company’s share of losses not previously recognized.

Cost Method. The Company accounts for partner companies not consolidated or accounted for under the equity method or fair value method under the cost method of accounting. Under the cost method, the Company does not include its share of the income or losses of partner companies in the Company’s Consolidated Statements of Operations. The Company includes the carrying value of cost method partner companies in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.

Available-for-Sale Securities. The Company accounts for its ownership interest in Tengion as available-for-sale securities. In addition, for the period from its initial public offering in August 2010 through October 2012, the Company’s ownership interest in NuPathe was accounted for as available-for-sale securities. Available-for-sale securities are carried at fair value, based on quoted market prices, with the unrealized gains and losses, net of tax, reported as a separate component of equity. Unrealized losses are charged against net income (loss) when a decline in the fair value is determined to be other than temporary.

Accounting Estimates

The preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates. These estimates include the evaluation of the recoverability of the Company’s ownership interests in and advances to partner companies and funds and investments in marketable securities, income taxes, stock-based compensation and commitments and contingencies. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.

Certain amounts recorded to reflect the Company’s share of income or losses of partner companies accounted for under the equity method are based on unaudited results of operations of those companies and may require adjustments in the future when audits of these entities’ financial statements are completed.

It is reasonably possible that the Company’s accounting estimates with respect to the ultimate recoverability of the carrying value of the Company’s ownership interests in and advances to partner companies and funds could change in the near term and that the effect of such changes on the financial statements could be material. At December 31, 2012, the Company believes the carrying value of the Company’s ownership interests in and advances to partner companies and funds is not impaired, although there can be no assurance that the Company’s future results will confirm this assessment, that a significant write-down or write-off will not be required in the future, or that a significant loss will not be recorded in the future upon the sale of a company.

Cash and Cash Equivalents and Marketable Securities

The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of deposits that are readily convertible into cash. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. Held-to-maturity securities are carried at amortized cost, which approximates fair value. Marketable securities consist of held-to-maturity securities, primarily consisting of government agency bonds, commercial paper and certificates of deposits. Marketable securities with a maturity date greater than one year from the balance sheet date are considered long-term. The Company has not experienced any significant losses on cash equivalents and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash Equivalents

Restricted cash equivalents consist of certificates of deposit with various maturity dates.

Financial Instruments

The Company’s financial instruments (principally cash and cash equivalents, marketable securities, restricted cash equivalents, accounts receivable, notes receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The Company’s warrant participations are carried at fair value. The Company’s long-term debt is carried at cost. At December 31, 2012, the market value of the Company’s outstanding debentures was approximately $58.3 million based on the midpoint of bid and ask prices as of that date.

Accounting for Participating Interests in Mezzanine Loans Receivable and Related Equity Interests

In 2011, the Company acquired a 36% ownership interest in the management company and general partner of Penn Mezzanine L.P. Penn Mezzanine is a mezzanine lender focused on lower middle-market, Mid-Atlantic companies. Through its relationship with Penn Mezzanine, the Company may acquire participating interests in mezzanine loans and related equity interests of the borrowers. These interests may also include warrants to purchase common stock of the borrowers. The Company’s accounting policies for these participating interests are as follows:

Loan Participations Receivable

The Company’s participating interest in Penn Mezzanine loans are included in Loan participations receivable on the Consolidated Balance Sheet. In connection with each financing transaction, Penn Mezzanine assesses the credit worthiness of the borrower through various standard industry metrics including leverage ratios, working capital metrics, cash flow projections and an overall evaluation of the borrower’s business model. The Company uses these analyses in making its determination to participate in any funding.

 

On a quarterly basis, the Company evaluates the carrying value of each loan participation receivable for impairment. A loan participation receivable is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest) due according to the contractual terms of the participation agreement and related agreements with the borrowers. The Company maintains an allowance to provide for estimated loan losses based on evaluating known and inherent risks in the loans. The allowance is provided based upon management’s analysis of the pertinent factors underlying the quality of the loans. These factors

include an analysis of the financial condition of the individual borrowers, delinquency levels, actual loan loss experience, current economic conditions and other relevant factors. The Company’s analysis includes methods to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The Company does not accrue interest when a loan is considered impaired. All cash receipts from an impaired loan are applied to reduce the original principal amount of such loan until the principal has been fully recovered and would be recognized as interest income thereafter. The allowance for loan losses at December 31, 2012 and 2011 was $2.0 million and $0.0 million, respectively.

Penn Mezzanine charges fees to borrowers for originating loans. The Company’s participating interest in these fees, net of any loan origination costs, is deferred and amortized to income using the effective interest method, over the term of the loan. If the loan is repaid prior to maturity, the remaining unamortized deferred loan origination fee is recognized in income at the time of repayment. Unamortized deferred loan origination fees are recorded as a contra asset against Loan participations receivable on the Consolidated Balance Sheets.

Equity Participations

The Company’s participation in equity interests acquired by Penn Mezzanine is accounted for under the cost method of accounting. On a quarterly basis, the Company evaluates the carrying value of its participation in these equity interests for possible impairment based on achievement of business plan objectives and milestones, the fair value of the equity interest relative to its carrying value, the financial condition and prospects of the underlying company and other relevant factors. The Company’s participating interests in equity interests acquired by Penn Mezzanine are included in Other assets on the Consolidated Balance Sheets.

Warrant Participations

The Company recognizes its participation in warrants acquired by Penn Mezzanine based on the fair value of the warrants at the balance sheet date. The fair values of warrant participations are bifurcated from the related loan participations receivable based on the relative fair value of the respective instruments at the acquisition date. The resulting discount is amortized to interest income over the term of the loan using the effective interest method. Any gain or loss associated with changes in the fair value of the warrants at the balance sheet date is recorded in Other income (loss), net in the Consolidated Statements of Operations. The fair value of the warrants is determined based on Level 3 inputs and is included in Other assets on the Consolidated Balance Sheets.

Property and Equipment

Property and equipment are stated at cost. Provision for depreciation and amortization is based on the lesser of the estimated useful lives of the assets or the remaining lease term (buildings and leasehold improvements, 5 to 15 years; office equipment, 3 to 15 years) and is computed using the straight-line method.

Impairment of Ownership Interests In and Advances to Partner Companies and Funds

On a periodic basis, but no less frequently than quarterly, the Company evaluates the carrying value of its equity and cost method partner companies and available-for-sale securities for possible impairment based on achievement of business plan objectives and milestones, the fair value of each partner company relative to its carrying value, the financial condition and prospects of the partner company and other relevant factors. The business plan objectives and milestones the Company considers include, among others, those related to financial performance, such as achievement of planned financial results or completion of capital raising activities, and those that are not primarily financial in nature, such as hiring of key employees or the establishment of strategic relationships. Management then determines whether there has been an other than temporary decline in the value of its ownership interest in the company or value of available-for-sale securities. Impairment is measured as the amount by which the carrying value of an asset exceeds its fair value.

The fair value of privately held companies is generally determined based on the value at which independent third parties have invested or have committed to invest in these companies or based on other valuation methods, including discounted cash flows, valuation of comparable public companies and the valuation of acquisitions of similar companies. The fair value of the Company’s ownership interests in private equity funds generally is determined based on the value of its pro rata portion of the fair value of the funds’ net assets.

Impairment charges related to equity method partner companies are included in Equity income (loss) in the Consolidated Statements of Operations. Impairment charges related to cost method partner companies and available-for-sale securities are included in Other income (loss), net in the Consolidated Statements of Operations.

The reduced cost basis of a previously impaired partner company is not written-up if circumstances suggest the value of the company has subsequently recovered.

Defined Contribution Plans

Defined contribution plans are contributory and cover eligible employees of the Company. The Company’s defined contribution plan allows eligible employees, as defined in the plan, to contribute to the plan up to 75% of their pre-tax compensation, subject to the maximum contributions allowed by the Internal Revenue Code. The Company makes matching contributions under the plan. Expense relating to defined contribution plans was $0.3 million in each of 2012, 2011 and 2010.

Income Taxes

The Company accounts for income taxes under the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period of the enactment date. The Company provides valuation allowances against the net deferred tax asset for amounts which are not considered more likely than not to be realized.

Net Income (Loss) Per Share

The Company computes net income (loss) per share using the weighted average number of common shares outstanding during each year. The Company includes in diluted net income (loss) per share common stock equivalents (unless anti-dilutive) which would arise from the exercise of stock options and conversion of other convertible securities and adjusted, if applicable, for the effect on net income (loss) of such transactions. Diluted net income (loss) per share calculations adjust net income (loss) for the dilutive effect of common stock equivalents and convertible securities issued by the Company’s consolidated or equity method partner companies.

Comprehensive Income (Loss)

Comprehensive income (loss) is the change in equity of a business enterprise during a period from non-owner sources. Excluding net income (loss), the Company’s sources of other comprehensive income (loss) are from net unrealized appreciation (depreciation) on available-for-sale securities and foreign currency translation adjustments. Reclassification adjustments result from the recognition in net income (loss) of unrealized gains or losses that were included in comprehensive income (loss) in prior periods.

Segment Information

The Company reports segment data based on the management approach which designates the internal reporting used by management for making operating decisions and assessing performance as the source of the Company’s reportable operating segments.

Ownership Interests in and Advances to Partner Companies and Funds
Ownership Interests in and Advances to Partner Companies and Funds

2. 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.

 

     December 31, 2012      December 31, 2011  
     (In thousands)  

Fair value

   $ 20,972       $ —     

Equity Method:

     

Partner companies

     102,931         104,545   

Private equity funds

     3,810         5,784   
  

 

 

    

 

 

 
     106,741         110,329   

Cost Method:

     

Partner companies

     10,000         —     

Private equity funds

     2,634         2,984   
  

 

 

    

 

 

 
     12,634         2,984   

Advances to partner companies

     8,292         856   
  

 

 

    

 

 

 
   $ 148,639       $ 114,169   
  

 

 

    

 

 

 

Loan participations receivable

   $ 7,085       $ 7,587   
  

 

 

    

 

 

 

Available-for-sale securities

   $ 58       $ 5,184   
  

 

 

    

 

 

 

Impairment charges related to equity method partner companies were $5.0 million, $7.1 million and $4.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company recognized impairment charges totaling $5.0 million related to PixelOptics, Inc. in 2012. The Company recorded an impairment charge of $1.3 million in the fourth quarter of 2012 for PixelOptics based upon lower than anticipated cash flows in the near term. The Company also recorded an impairment charge of $3.7 million in the second quarter of 2012 for PixelOptics based upon launch delays and related supply chain issues which PixelOptics is addressing, as well as the pricing of a transaction between institutional shareholders in PixelOptics. The impairment charges in 2011 included $5.7 million related to Swap.com and $1.4 million related to SafeCentral, Inc., formerly partner companies. The impairment charges in 2010 included $1.8 million related to Molecular Biometrics, Inc., $1.5 million related to SafeCentral, $1.1 million related to Garnet BioTherapeutics, Inc. and $0.4 million related to Acelerate, Inc., formerly partner companies.

The Company recognized an impairment charge of $0.4 million related to its cost method interest in a legacy private equity fund in 2012, which is reflected in Other income (loss), net in the Consolidated Statement of Operations. There were no impairment charges related to cost method partner companies in 2012 or 2011. Impairment charges related to cost method partner companies were $2.1 million for the year ended December 31, 2010. The charge in 2010 related to Tengion, prior to its classification as an available-for-sale security.

The Company recognized impairment charges of $0.3 million, $7.5 million and $1.1 million for the years ended December 31, 2012, 2011 and 2010, respectively, related to available-for-sale securities. The impairment charges are reflected in Other income (loss), net, in the Consolidated Statements of Operations and represent the unrealized loss on the mark-to-market of its ownership interests in Tengion and NuPathe which were previously recorded as a separate component of equity. The Company determined that the decline in the value of its public holdings in Tengion and NuPathe were other than temporary. As discussed in Note 1, NuPathe is accounted for under the fair value method effective October 2012. As of December 31, 2012, the Company’s adjusted cost basis in Tengion securities was $0.1 million.

The Company recorded an impairment charge of $2.5 million related to its Penn Mezzanine debt and equity participations in the year ended December 31, 2012, which is reflected in Other income (loss), net in the Consolidated Statements of Operations. The charge included $2.0 million related to loan participations, $0.4 million related to equity participations and $0.1 million related to warrant participations.

On October 23, 2012, the Company purchased preferred stock and warrants from NuPathe for $5.0 million. Each of the 2,500 shares of preferred stock is convertible into 1,000 shares of NuPathe’s common stock at a price of $2.00 per share, subject to antidilution protection. The warrants are exercisable to purchase 2.5 million shares of NuPathe common stock at a price of $2.00 per share, subject to antidilution protection. Following the transaction, the Company’s interests in NuPathe’s common stock, preferred stock, warrants and options are accounted for under the fair value option. The Company recognized an unrealized gain of $4.6 million

related to the mark-to-market of the Company’s ownership interests in NuPathe’s common stock, previously classified as a separate component of equity. In the period from October 23, 2012 through December 31, 2012, the Company recognized an unrealized gain of $6.4 million on the mark-to-market of its holdings in NuPathe’s common stock, preferred stock, warrants and options.

 

In July 2011, Portico Systems, Inc. (“Portico”) was acquired by McKesson resulting in cash proceeds of approximately $32.8 million in exchange for the Company’s equity interests. In June 2012, the Company received an additional $1.9 million as a result of the achievement of milestones associated with the transaction. In August 2012, the Company received $3.4 million upon the expiration of the escrow period. These amounts were recorded in Equity income (loss) in the Consolidated Statement of Operations.

In June 2011, Advanced BioHealing, Inc. was acquired by Shire plc, resulting in net proceeds of $138.2 million, excluding $7.6 million held in escrow. The escrow period expired in March 2012. Prior to the expiration of the escrow period, Shire plc filed a claim against the escrowed funds. No further proceeds will be distributable to the Company or other former owners until the validity of such claims is determined.

In December 2010, Avid Radiopharmaceuticals, Inc. (“Avid”) was acquired by Eli Lilly and Company resulting in net proceeds to the Company of $32.3 million. In April 2012, the Company received an additional $3.4 million in connection with the expiration of the escrow period. Also in April 2012, a regulatory milestone associated with the transaction was achieved which resulted in $5.6 million of additional proceeds to the Company. These amounts were recorded in Other income (loss) in the Consolidated Statement of Operations. In addition, depending on the achievement of certain difficult commercial and regulatory milestones, the Company could receive additional proceeds of up to $54 million over a seven-year period.

In December 2010, the Company received cash proceeds of $2.6 million in connection with the sale of Quinnova Pharmaceuticals, Inc. In December 2012, the Company resolved a dispute with the buyer with respect to the achievement of certain commercial milestones associated with the transaction resulting in an additional $1.2 million in proceeds to the Company. The Company recorded a gain of $1.2 million as a result of the achievement of those milestones and release of escrow amounts which is included in Other income (loss), net in the Consolidated Statements of Operations.

In December 2010, Clarient was acquired by GE Healthcare, Inc. The Company received gross proceeds of $153.4 million in connection with the transaction and paid retention bonuses to Clarient management of $6.9 million, resulting in net proceeds of $146.5 million. The Company recognized a gain of $43.0 million on the transaction, based on the net proceeds received compared to the fair value at the end of the previous quarter, which was included in Other income (loss), net in the Consolidated Statements of Operations.

For the period from January 1, 2010 through September 30, 2010, the Company recognized unrealized gains of $22.4 million on the mark-to-market of its holdings in Clarient which were included in Other income (loss), net in the Consolidated Statements of Operations.

The following unaudited summarized results of operations for the nine months ended September 30, 2010 have been compiled from the unaudited financial statements of Clarient. The results of Clarient are reported on a one quarter lag.

 

     Nine Months Ended
September 30, 2010
 
     (In thousands)  
     (unaudited)  

Results of Operations:

  

Revenue

   $ 86,803   
  

 

 

 

Operating income

   $ 3,564   
  

 

 

 

Net income from continuing operations

   $ 2,914   
  

 

 

 

 

The following unaudited summarized financial information for partner companies and funds accounted for under the equity method at December 31, 2012 and 2011 and for each of the three years ended December 31, 2012, has been compiled from the unaudited financial statements of our respective partner companies and funds and reflects certain historical adjustments. Results of operations of the partner companies and funds are excluded for periods prior to their acquisition and subsequent to their disposition. The unaudited financial information below does not include information pertaining to Clarient.

 

     As of December 31,  
     2012      2011  
     (In thousands)  
     (unaudited)  

Balance Sheets:

     

Current assets

   $ 168,246       $ 156,497   

Non-current assets

     74,555         72,911   
  

 

 

    

 

 

 

Total assets

   $ 242,801       $ 229,408   
  

 

 

    

 

 

 

Current liabilities

   $ 125,491       $ 64,568   

Non-current liabilities

     37,384         33,856   

Shareholders’ equity

     79,926         130,984   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

   $ 242,801       $ 229,408   
  

 

 

    

 

 

 

As of December 31, 2012, the Company’s carrying value in equity method partner companies, in the aggregate, exceeded the Company’s share of the net assets of such companies by approximately $68.7 million. Of this excess, $42.9 million was allocated to goodwill and $25.8 million was allocated to intangible assets.

 

     Year Ended December 31,  
     2012     2011     2010  
     (In thousands)  
     (unaudited)  

Results of Operations:

      

Revenue

   $ 188,989      $ 116,957      $ 238,477   
  

 

 

   

 

 

   

 

 

 

Gross profit

   $ 97,403      $ 63,009      $ 162,397   
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (78,142   $ (38,837   $ (23,397
  

 

 

   

 

 

   

 

 

 

 

Acquisitions of Ownership Interests in Partner Companies and Funds
Acquisitions of Ownership Interests in Partner Companies and Funds

3. Acquisitions of Ownership Interests in Partner Companies and Funds

In December 2012, the Company acquired a 35% interest in AppFirst, Inc. for $6.5 million. AppFirst delivers application monitoring systems for development operations professionals and technology executives with visibility into systems, applications and business metrics. The Company accounts for its ownership interest in AppFirst under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of AppFirst is preliminarily allocated to intangible assets and goodwill and is reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.

In December 2012, the Company acquired a 12.6% interest in Crescendo Bioscience, Inc. (“Crescendo”) for $10.0 million. Crescendo is a molecular diagnostics laboratory focused on rheumatology. The Company accounts for its ownership interest in Crescendo under the cost method.

In November and October 2012, the Company deployed an additional $1.8 million in DriveFactor Inc. The Company had previously acquired an interest in DriveFactor in December 2011 for $1.7 million. 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 October and March 2012, the Company deployed an additional $5.2 million in Good Start Genetics, Inc. (“Good Start”). The Company had previously acquired an interest in Good Start in 2010 for $6.8 million. Good Start has developed and launched pre-pregnancy genetic tests, which utilize an advanced DNA sequencing technology to screen for a panel of genetic disorders, including those recommended by the American Congress of Obstetricians and Gynecologists and the American College of Medical Genetics. The Company accounts for its interest in Good Start under the equity method. The difference between the Company’s cost and its ownership interest in the underlying net assets of Good Start was 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 October 2012, the Company purchased 2,500 preferred stock units and warrants to purchase 2.5 million shares of common stock from NuPathe for $5.0 million. The Company deployed $3.5 million in NuPathe in August 2010 in conjunction with NuPathe’s initial public offering. In April 2010, the Company funded a $2.7 million convertible bridge loan to NuPathe, which was converted to common shares in conjunction with the initial public offering. The Company initially deployed $12.0 million in NuPathe from August 2006 through August 2009. NuPathe is a specialty pharmaceutical company focused on the development and commercialization of branded therapeutics for diseases of the central nervous system, including neurological and psychiatric disorders. Following NuPathe’s initial public offering, the Company accounted for its interest in NuPathe as available-for-sale securities. In conjunction with the financing in October 2012, the Company determined that it exercised significant influence over NuPathe which made the equity method of accounting applicable to its ownership interest. Instead, the Company elected the fair value option to account for its ownership interest in NuPathe given the reliable evidence provided by quoted prices in an active market for NuPathe’s publicly traded common stock.

In September 2012, the Company deployed an additional $5.0 million in ThingWorx, Inc. The Company previously deployed $5.0 million in ThingWorx in February 2011. ThingWorx offers a platform designed to accelerate the development of applications connecting people, systems and devices. The Company accounts for its interest in ThingWorx under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of ThingWorx 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 September, July and April 2012, the Company funded an aggregate of $6.6 million of a convertible bridge loan to PixelOptics, Inc. The Company previously deployed $25.0 million in PixelOptics in April 2011. 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. The difference between the Company’s cost and its interest in the underlying net assets of PixelOptics was 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 2012, the Company funded a $1.7 million convertible debt facility to MediaMath, Inc. The Company previously deployed an aggregate of $16.9 million in MediaMath. MediaMath is an online media trading company that enables advertising agencies and their advertisers to optimize their ad spending across various exchanges through its proprietary algorithmic bidding platform and data integration technology. The Company accounts for its interest in MediaMath under the equity method.

In August 2011, the Company acquired a 36% ownership interest in the management company and general partner of Penn Mezzanine for $3.9 million. Penn Mezzanine is a mezzanine lender focused on lower middle-market, Mid-Atlantic companies. The Company accounts for its interest in Penn Mezzanine under the equity method of accounting. The Company expects to deploy up to $26.1 million (including $13.9 million deployed through the end of 2012) in additional capital over a several year period in mezzanine opportunities alongside existing and future Penn Mezzanine funds.

In August 2012, the Company funded $1.7 million for participations in loan and equity interests initiated by Penn Mezzanine. Included in this funding was $1.5 million for participation in a loan, $0.1 million for participation in equity of the borrower and $0.1 million for participation in warrants to acquire common stock of the borrower. In January 2012, the Company funded $2.5 million for participations in loan and equity interests initiated by Penn Mezzanine. Included in this funding was $2.3 million for participation in a loan and $0.2 million for participation in equity of the borrower acquired by Penn Mezzanine. The loan principal was repaid in March 2012. In 2011, the Company funded an aggregate of $9.7 million for participations in certain loans and equity interests. Included in this funding was $8.1 million for participation in loans, $1.3 million for participations in equity and $0.3 million for participation in warrants to acquire common stock of the borrowers.

 

In August 2012, the Company funded $0.4 million into New York Digital Health Accelerator in exchange for a 9.4% limited partnership interest in the fund which is run by the New York eHealth Collaborative and the New York City Investment Fund for early- and growth-stage digital health companies that are developing technology products in care coordination, patient engagement, analytics and message alerts for healthcare providers. The Company accounts for its interest in New York Digital Health Accelerator under the equity method.

In July and February 2012, the Company funded an aggregate of $1.2 million of convertible bridge loans to Alverix, Inc. The Company previously deployed an aggregate of $7.6 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 February 2012, the Company acquired a 23.1% ownership interest in Spongecell, Inc. for $10.0 million. Spongecell is a digital advertising technology company that enhances standard banner ads with rich interactive features. The Company accounts for its ownership interest in Spongecell under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Spongecell 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 2012, the Company acquired a 31.6% ownership interest in Lumesis, Inc. for $2.2 million. Lumesis is a financial technology company that is dedicated to delivering timely data and robust analytical tools for the fixed income 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 December 2011, the Company acquired a 28.0% ownership interest in Hoopla Software, Inc. (“Hoopla”) for $1.3 million. Hoopla helps organizations create high performance sales cultures through SaaS solutions that integrate with CRM systems. The Company accounts for its interest in Hoopla under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Hoopla 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 November 2011, the Company acquired a 30.0% ownership interest in Medivo, Inc. for $6.3 million. Medivo is a healthcare IT company that connects patients to a nationwide network of physicians, lab service centers and home testing services. The Company accounts for its interest in Medivo under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Medivo was 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 September 2011, the Company acquired a 30.1% ownership interest in Putney, Inc. for $10.0 million. Putney is a specialty pharmaceutical company focused on providing generic medicines for pets. The Company accounts for its interest in Putney under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Putney was 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 2011, the Company funded $2.4 million of a convertible bridge loan to Swap.com. The Company had previously deployed an aggregate of $8.1 million in Swap.com. The Company impaired all of the carrying value of Swap.com in 2011 and no longer holds an active interest in the company. The Company accounted for its interest in Swap.com under the equity method.

In June 2011, the Company acquired a 31.7% ownership interest in NovaSom, Inc. for $20.0 million. NovaSom provides diagnostic devices and services for home testing and evaluation of sleep-disordered breathing, including obstructive sleep apnea. The Company accounts for its interest in NovaSom under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of NovaSom was 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 December 2010, the Company funded a $5.0 million mezzanine debt financing to Portico. The Company previously deployed an aggregate of $9.3 million in cash in Portico from August 2006 through April 2009. In July 2011, Portico was acquired by McKesson. The Company accounted for its interest in Portico under the equity method.

 

In December 2010, the Company deployed an additional $1.8 million in AdvantEdge Healthcare Solutions, Inc. (“AdvantEdge”). In March 2010, the Company funded a $1.3 million short-term loan to AdvantEdge which was repaid in May 2010. The Company previously deployed a total of $13.5 million into 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. The difference between the Company’s cost and its interest in the underlying net assets of AdvantEdge was 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 September 2010, the Company exercised a total of $0.6 million of warrants in Clarient. The Company sold its remaining interest in Clarient in December 2010.

In September and June 2010, the Company funded an aggregate of $0.7 million in convertible bridge loans to Quinnova. The Company previously deployed $5.0 million in Quinnova in October 2009. The Company sold its equity and debt interests in Quinnova in December 2010.

In April 2010, in conjunction with Tengion’s initial public offering, the Company deployed an additional $1.5 million in Tengion. The Company previously deployed $7.5 million in Tengion in 2008. Tengion is a clinical-stage biotechnology company. Following Tengion’s initial public offering, the Company accounts for its interest in Tengion as available-for-sale securities.

Fair Value Measurements
Fair Value Measurements

4. 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 December 31, 2012 and 2011:

 

     Carrying      Fair Value Measurement at December 31, 2012  
     Value      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 cash equivalents

     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         —            —      
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 140,016       $ 140,016       $ —          $ —      
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Carrying      Fair Value Measurement at December 31, 2011  
     Value      Level 1      Level 2      Level 3  
     (In thousands)  
     (unaudited)  

Cash and cash equivalents

   $ 83,187       $ 83,187       $ —         $ —     

Cash held in escrow

     6,433         6,433         —           —     

Restricted cash equivalents

     12,265         12,265         —           —     

Available-for-sale securities

     5,184         5,184         —           —      

Warrant participations

     276         —           —           276   

Marketable securities—held-to-maturity:

           

Commercial paper

   $ 42,919       $ 42,919       $ —         $ —     

U.S. Treasury Bills

     17,555         17,555         —           —     

Government agency bonds

     80,712         80,712         —           —     

Corporate bonds

     1,296         1,296         

Certificates of deposit

     31,903         31,903         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 174,385       $ 174,385       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2012, $111.0 million of marketable securities had contractual maturities which were less than one year and $29.1 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’s ownership interests in NuPathe are accounted for at fair value. 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 Capital Market, which is considered a Level 1 input under the valuation hierarchy. The fair value of the Company’s ownership interest in NuPathe’s preferred stock, warrants and options was measured using an option pricing model, which is based on Level 3 inputs as defined above.

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 a gain of $0.2 million associated with mark-to-market adjustments related to its warrant participations with Penn Mezzanine in the year ended December 31, 2012 which is reflected in Other income (loss), net in the Consolidated Statement of Operations.

The Company recorded impairment charges totaling $5.0 million related to PixelOptics in 2012 measured as the amount by which PixelOptics’ carrying value exceeded its estimated fair value. The fair market value of the Company’s equity ownership in PixelOptics was determined to be $11.8 million based on Level 3 inputs as defined above. The inputs and valuation techniques used included discounted cash flows as well as the pricing of a transaction between other institutional shareholders in PixelOptics’ debt and equity securities.

The Company recorded an impairment charge of $2.5 million related to its Penn Mezzanine debt and equity participations in 2012 measured as the amount by which the carrying value of the Company’s participation in the debt and equity interests acquired by Penn Mezzanine exceeded their estimated fair values. The fair market values of the Company’s participating interests in debt, equity and warrants acquired by Penn Mezzanine were determined based on Level 3 inputs as defined above. The inputs and valuation techniques used included discounted cash flows and valuations of comparable public companies.

The Company recognized an impairment charge of $0.4 million related to a legacy private equity fund in 2012, measured as the amount by which the carrying value of the Company’s interest in the fund exceeded its estimated fair value. The fair market value of the Company’s interest in the fund was determined to be $1.9 million based on the value of the Company’s pro rata portion of the fair value of the fund’s net assets, which is a Level 3 input under the fair value hierarchy.

 

The Company recorded an impairment charge of $5.7 million related to Swap.com in 2011 measured as the amount by which Swap.com’s carrying value exceeded its estimated fair value. The fair market value of the Company’s interest in Swap.com was determined to be zero based on Level 3 inputs as defined above. The inputs and valuation techniques used include discounted cash flows and valuation of comparable public companies.

The Company recorded an impairment charge of $1.4 million related to SafeCentral in 2011 measured as the amount by which SafeCentral’s carrying value exceed its estimated fair value. The fair market value of the Company’s interest in SafeCentral was determined to be $0.8 million based on Level 3 inputs as defined above. The inputs and valuation techniques used include discounted cash flows and valuation of comparable public companies.

The value of the Company’s available-for-sale securities as of December 31, 2012 is measured by reference to quoted prices for Tengion’s common stock as traded on the NASDAQ Capital Market, which is considered a Level 1 input under the valuation hierarchy.

Property and Equipment
Property and Equipment

5. Property and Equipment

Property and equipment consisted of the following:

 

     As of December 31,  
     2012     2011  
     (In thousands)  

Building and improvements

   $ 607      $ 547   

Office equipment

     1,002        997   
  

 

 

   

 

 

 
     1,609        1,544   

Accumulated depreciation

     (1,416     (1,316
  

 

 

   

 

 

 
   $ 193      $ 228   
  

 

 

   

 

 

 
Convertible Debentures and Credit Arrangements
Convertible Debentures and Credit Arrangements

6. Convertible Debentures and Credit Arrangements

The carrying values of the Company’s convertible senior debentures were as follows:

 

     As of December 31,  
     2012      2011  
     (In thousands)  

Convertible senior debentures due 2018

   $ 48,483       $ —      

Convertible senior debentures due 2014

     67         45,253   

Convertible senior debentures due 2024

     441         441   
  

 

 

    

 

 

 

Convertible senior debentures—non-current

   $ 48,991       $ 45,694   
  

 

 

    

 

 

 

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 outstanding 10.125% convertible senior debentures due 2014 (the “2014 Debentures”). The repurchase of the 2014 Debentures resulted in a loss on repurchase of $7.9 million which is recorded in Other income (loss), net in the Consolidated Statement of Operations. Interest on the 2018 Debentures is payable semi-annually on May 15 and November 15.

Holders 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 our common stock or a combination of cash and shares of our common stock, at the Company’s election.

The conversion rate 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 of the Company’s common stock at December 31, 2012 was $14.75.

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 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 Debentures 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 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 December 31, 2012, the fair value of the $55.0 million outstanding 2018 Debentures was approximately $57.8 million, based on the midpoint of the bid and ask prices as of such date. At December 31, 2012, the gross carrying amount of the equity component was $6.6 million, the principal amount of the liability component was $55.0 million, the unamortized discount was $6.5 million and the net carrying value of the liability component was $48.5 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 $0.1 million for the year ended December 31, 2012. The effective interest rate on the 2018 Debentures is 8.7%.

The Company incurred $1.8 million of costs associated with the issuance of the 2018 Debentures. $1.6 million was recorded as deferred issuance costs in Other assets on the Company’s Consolidated Balance Sheet and $0.2 million was recorded as an offset against the carrying amount of the equity component discussed above. The deferred issuance costs are being amortized as additional interest expense using the effective interest method.

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 December 31, 2012, 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. On March 21, 2011, the Company repurchased $30.8 million of the 2024 Debentures as required by the 2024 Debenture holders. Interest on the 2024 Debentures is payable semi-annually. At the debentures 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 Debentures 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.

The Company has $0.4 million principal amount of the 2024 Debentures outstanding at December 31, 2012.

 

Convertible Senior Debentures due 2014

In March 2010, the Company issued an aggregate of $46.9 million in face value of convertible senior debentures with a stated maturity of March 15, 2014 (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. The Company recognized a loss on repurchase of $7.9 million which is reported in Other income (loss), net in the Consolidated Statements of Operations. The Company has $0.1 million of the 2014 Debentures outstanding at December 31, 2012. At December 31, 2012, the fair value of the $0.1 million outstanding 2014 Debentures approximated their carrying value, based on the midpoint of bid and ask prices as of such date. Interest on the 2014 Debentures is payable semi-annually on March 15 and September 15. At the time of issuance, as required under the terms of the 2014 Debentures, the Company placed approximately $19.0 million in a restricted escrow account to make all scheduled interest payments on the 2014 Debentures through their maturity. During 2012 and 2011, interest payments of $4.8 million and $4.8 million, respectively, were made out of the restricted escrow account and are considered non-cash activities. Upon repurchase of the 2014 Debentures, $7.7 million was released from the restricted escrow account representing interest payments that would have been due through maturity of the 2014 Debentures.

At the debentures holders’ option, the 2014 Debentures are convertible into the Company’s common stock at any time after March 15, 2013. The conversion price is $16.50 of principal amount per share, equivalent to a conversion rate of 60.6061 shares of Company common stock per $1,000 principal amount of the 2014 Debentures. The 2014 Debentures holders have the right to require repurchase of the 2014 Debentures upon a fundamental change, including the sale of all or substantially all of the Company’s common stock or assets; liquidation; dissolution; or a change in control; or the delisting of the Company’s common stock from the New York Stock Exchange if the Company were unable to obtain a listing for its common stock on another national or regional securities exchange. In limited circumstances, the Company has the right to redeem some or all of the 2014 Debentures.

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 December 21, 2012, 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 has been required in connection with the sale of CompuCom Systems in 2004. Availability under the Company’s revolving credit facility at December 31, 2012 was $43.7 million.

Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following:

 

     As of December 31,  
     2012      2011  
     (In thousands)  

Accrued interest

   $ 335       $ 1,403   

Other

     2,266         2,287   
  

 

 

    

 

 

 
   $ 2,601       $ 3,690   
  

 

 

    

 

 

 
Equity
Equity

8. Equity

Preferred Stock

Shares of preferred stock, par value $0.10 per share, are voting and are issuable in one or more series with rights and preferences as to dividends, redemption, liquidation, sinking funds and conversion determined by the Board of Directors. At December 31, 2012 and 2011, there were one million shares authorized and none outstanding.

Stock-Based Compensation
Stock-Based Compensation

9. Stock-Based Compensation

Equity Compensation Plans

Under the amended and restated 2004 Equity Compensation Plan, employees, executive officers, directors and consultants are eligible for grants of stock options, restricted stock awards, stock appreciation rights, stock units, performance units and other stock-based awards. The 2004 Equity Compensation Plan has 2.2 million shares authorized for issuance. The 2001 Associates Equity Compensation Plan, with 0.9 million shares authorized for issuance, and the 1999 Equity Compensation Plan, with 1.5 million shares authorized for issuance, expired by their terms and no further grants may be made under those plans. During 2011, the Company issued 85 thousand options outside of existing plans as inducement awards in accordance with New York Stock Exchange rules.

To the extent allowable, service-based awards are incentive stock options. Options granted under the plans are at prices equal to or greater than the fair market value at the date of grant. Upon exercise of stock options, the Company issues shares first from treasury stock, if available, then from authorized but unissued shares. At December 31, 2012, the Company had reserved 4.0 million shares of common stock for possible future issuance under its equity compensation plans.

Classification of Stock-Based Compensation Expense

Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows:

 

     Year Ended December 31,  
     2012      2011      2010  
     (In thousands)  

General and administrative expense

   $ 2,014       $ 3,052       $ 3,777   
  

 

 

    

 

 

    

 

 

 
   $ 2,014       $ 3,052       $ 3,777   
  

 

 

    

 

 

    

 

 

 

At December 31, 2012, 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 years ended December 31, 2012, 2011 and 2010, the Company did not issue any market-based option awards to employees. During the years ended December 31, 2011 and 2010, respectively, 110 thousand and 21 thousand market-based options vested based on achievement of market capitalization targets. No market based options vested during 2012. During the years ended December 31, 2012, 2011 and 2010, respectively, six thousand, 125 thousand and 10 thousand market-based options were cancelled or forfeited. The Company recorded compensation expense related to these awards of $0.4 million, $1.2 million and $1.7 million during the years ended December 31, 2012, 2011 and 2010, respectively. Depending on the Company’s stock performance, the maximum number of unvested shares at December 31, 2012 attainable under these grants was 1.0 million 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 upon 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 years ended December 31, 2012, 2011 and 2010, respectively, the Company issued 180 thousand, 193 thousand and 130 thousand performance-based option awards to employees. During the years ended December 31, 2012 and 2011, 14 thousand and 56 thousand options vested based on the achievement of capital return targets. During the year ended December 31, 2010, no options vested based on the achievement of capital returns targets.

 

During the years ended December 31, 2012, 2011 and 2010, respectively, six thousand, 108 thousand and six thousand performance-based option awards were canceled or forfeited. The Company recorded compensation expense related to these option awards of $0.2 million, $0.3 million and $0.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. The maximum number of unvested shares at December 31, 2012 attainable under these grants was 809 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 years ended December 31, 2012, 2011 and 2010, respectively, the Company issued 113 thousand, 121 thousand and 95 thousand service-based option awards to employees. During the years ended December 31, 2012, 2011 and 2010, respectively, one thousand, 60 thousand and nine thousand service-based options were canceled or forfeited. The Company recorded compensation expense related to these awards of $0.7 million, $0.8 million and $1.2 million during the years ended December 31, 2012, 2011 and 2010, respectively.

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 is 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. Assumptions used in the valuation of options granted in each period were as follows:

 

     Year Ended December 31,  
     2012     2011     2010  

Service-Based Awards

      

Dividend yield

     0     0     0

Expected volatility

     56     57     58

Average expected option life

     5 years        5 years        5 years   

Risk-free interest rate

     0.8     1.4     2.0
     Year Ended December 31,  
     2012     2011     2010  

Performance-Based Awards

      

Dividend yield

     0     0     0

Expected volatility

     55     57     58

Average expected option life

     5.5 years        5.8 years        4.9 years   

Risk-free interest rate

     0.8     0.9     2.0

The weighted-average grant date fair value of options issued by the Company during the years ended December 31, 2012, 2011 and 2010 was $7.45, $8.28 and $7.42 per share, respectively.

 

Option activity of the Company is summarized below:

 

           Weighted      Weighted Average      Aggregate  
           Average      Remaining      Intrinsic  
     Shares     Exercise Price      Contractual Life      Value  
     (In thousands)            (In years)      (In thousands)  

Outstanding at December 31, 2009

     3,268      $ 9.51         

Options granted

     224        14.65         

Options exercised

     (121     9.16         

Options canceled/forfeited

     (50     12.13         
  

 

 

         

Outstanding at December 31, 2010

     3,321        9.83         
  

 

 

         

Options granted

     314        16.55         

Options exercised

     (124     11.32         

Options canceled/forfeited

     (293     11.03         
  

 

 

         

Outstanding at December 31, 2011

     3,218        10.32         
  

 

 

         

Options granted

     293        14.91         

Options exercised

     (211     10.22         

Options canceled/forfeited

     (13     13.48         
  

 

 

         

Outstanding at December 31, 2012

     3,287        10.72         3.55       $ 14,146   
  

 

 

         

Options exercisable at December 31, 2012

     1,320        9.93         2.32         6,646   

Options vested and expected to vest at December 31, 2012

     2,854        10.39         3.05         13,113   

Shares available for future grant

     252           

The total intrinsic value of options exercised for the years ended December 31, 2012, 2011 and 2010 was $1.2 million, $0.9 million and $0.4 million, respectively.

At December 31, 2012, total unrecognized compensation cost related to non-vested stock options granted under the plans for service-based awards was $0.9 million. That cost is expected to be recognized over a weighted-average period of 2.5 years.

At December 31, 2012, total unrecognized compensation cost related to non-vested stock options granted under the plans for market-based awards was $0.1 million. That cost is expected to be recognized over a weighted-average period of 1 year, but would be accelerated if market capitalization targets are achieved earlier than estimated.

At December 31, 2012, total unrecognized compensation cost related to non-vested stock options granted under the plans for performance-based awards was $3.4 million. That cost is expected to be recognized over a weighted-average period of 2.6 years but would be accelerated if stock price targets are achieved earlier than estimated.

During the years ended December 31, 2012, 2011 and 2010, respectively, the Company issued 90 thousand, 61 thousand and 74 thousand performance-based stock units to employees which 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 years ended December 31, 2012, 2011 and 2010, respectively, the Company issued 30 thousand, 20 thousand and 25 thousand restricted shares to employees. The restricted shares issued vest 25% on the first anniversary of grant and the remaining 75% thereafter in equal monthly installments over the next three years. During the year ended December 31, 2010, the Company issued 53 thousand unrestricted shares to employees in connection with the 2009 management incentive plan payments earned by certain senior employees.

The Company issued deferred stock units during the years ended December 31, 2012, 2011 and 2010 to all non-employee directors as annual service grants and to directors who deferred all or a portion of directors’ fees earned. 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 generally vest one year following the grant date. Deferred stock units represent the right to receive shares of the Company’s common stock, on a one-for-one basis, following termination of employment or service, death or permanent disability. During the years ended December 31, 2012, 2011 and 2010, respectively, the Company issued 25 thousand, 28 thousand and 32 thousand deferred stock units to directors.

 

During the years ended December 31, 2012 and 2010, the Company granted five thousand and two thousand restricted shares, respectively, to members of its advisory boards, which comprise non-employees and recorded compensation expense of $0.1 million in each year related to these awards. No such awards were granted in 2011. These awards generally vest within one year following grant.

Total compensation expense for deferred stock units, performance-based stock units and restricted stock was approximately $0.7 million, $0.7 million and $0.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. Unrecognized compensation expense related to deferred stock units, performance stock units and restricted stock at December 31, 2012 was $3.5 million. The total fair value of deferred stock units, performance stock units and restricted stock vested during the years ended December 31, 2012, 2011 and 2010 was $0.9 million, $2.0 million and $1.8 million, respectively.

Deferred stock unit, performance-based stock unit and restricted stock activity are summarized below:

 

           Weighted Average  
           Grant Date Fair  
     Shares     Value  
     (In thousands)        

Unvested at December 31, 2010

     298      $ 10.09   

Granted

     109        15.93   

Vested

     (116     8.16   

Forfeited

     (38     12.73   
  

 

 

   

Unvested at December 31, 2011

     253        13.10   

Granted

     151        15.00   

Vested

     (53     13.06   

Forfeited

     (4     13.67   
  

 

 

   

Unvested at December 31, 2012

     347        13.85   
  

 

 

   

 

Other Income (Loss), Net
Other Income (Loss), Net

10. Other Income (Loss), Net

 

     Year Ended December 31,  
     2012     2011     2010  
     (In thousands)  

Loss on repurchase of convertible debentures

   $ (7,895   $ —         $ —      

Loss on exchange of convertible debentures

     —           —           (8,289

Gain on sale of companies and funds, net

     9,004        —           63,247   

Gain on mark-to-market of holdings in fair value method partner companies

     11,035        —           22,394   

Impairment charges on cost method partner companies and private equity funds

     (350     —           (2,146

Impairment charges on Penn Mezzanine loan and equity participations

     (2,489     —           —      

Other than temporary impairment on available-for-sale securities

     (260     (7,451     (1,108

Other

     293        1,306        711   
  

 

 

   

 

 

   

 

 

 
   $ 9,338      $ (6,145   $ 74,809   
  

 

 

   

 

 

   

 

 

 
 
Income Taxes
Income Taxes

11. Income Taxes

The federal and state provision (benefit) for income taxes was $0.0 million for the years ended December 31, 2012, 2011 and 2010.

The total income tax provision (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 35% to net income (loss) before income taxes as a result of the following:

 

     Year Ended December 31,  
     2012     2011     2010  

Statutory tax (benefit) expense

     (35.0 )%      35.0     35.0

Increase (decrease) in taxes resulting from:

      

Valuation allowance

     34.7        (35.3     (47.4

Other adjustments

     .3        0.3        1.7   

Nondeductible loss on exchange of convertible senior debentures

     —          —           10.7   
  

 

 

   

 

 

   

 

 

 
     0.0     0.0     0.0
  

 

 

   

 

 

   

 

 

 

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:

 

     As of December 31,  
     2012     2011  
     (In thousands)  

Deferred tax asset (liability):

    

Carrying values of partner companies and other holdings

   $ 52,602      $ 50,041   

Tax loss and credit carryforwards

     75,369        59,626   

Accrued expenses

     1,860        1,838   

Stock-based compensation

     7,942        7,580   

Other

     1,557        1,047   
  

 

 

   

 

 

 
     139,330        120,132   

Valuation allowance

     (139,330     (120,132
  

 

 

   

 

 

 

Net deferred tax liability

   $ —         $ —      
  

 

 

   

 

 

 

As of December 31, 2012, the Company and its subsidiaries consolidated for tax purposes had federal net operating loss carryforwards of approximately $204.2 million. These carryforwards expire as follows:

 

     Total  
     (In thousands)  

2013

   $ —     

2014

     —     

2015

     —     

2016

     —     

2017 and thereafter

     204,209   
  

 

 

 
   $ 204,209   
  

 

 

 

In assessing the recoverability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that it is more likely than not that certain future tax benefits may not be realized as a result of current and future income. Accordingly, a valuation allowance has been recorded against substantially all of the Company’s deferred tax assets.

The Company recognizes in its Consolidated Financial Statements the impact of a tax position if that position is more likely than not to be sustained upon examination, based on the technical merits of the position. All uncertain tax positions relate to unrecognized tax benefits that would impact the effective tax rate when recognized.

The Company does not expect any material increase or decrease in its income tax expense, in the next twelve months, related to examinations or changes in uncertain tax positions.

 

There were no changes in the Company’s uncertain tax positions for the years ended December 31, 2012, 2011 and 2010.

The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Tax years 2009 and forward remain open for examination for federal tax purposes and tax years 2007 and forward remain open for examination for the Company’s more significant state tax jurisdictions. To the extent utilized in future years’ tax returns, net operating loss carryforwards at December 31, 2012 will remain subject to examination until the respective tax year is closed. The Company recognizes penalties and interest accrued related to income tax liabilities in income tax benefit (expense) in the Consolidated Statements of Operations.

12. Net Income (Loss) Per Share

Net Income (Loss) Per Share
Net Income (Loss) Per Share

12. Net Income (Loss) Per Share

The calculations of net income (loss) per share were:

 

     Year Ended December 31,  
     2012     2011      2010  
     (In thousands except per share data)  

Basic:

       

Net income (loss)

   $ (39,362   $ 110,597       $ 26,609   

Average common shares outstanding

     20,974        20,764         20,535   
  

 

 

   

 

 

    

 

 

 

Net income (loss) per share

   $ (1.88   $ 5.33       $ 1.30   
  

 

 

   

 

 

    

 

 

 

Diluted:

       

Net income (loss)

   $ (39,362   $ 110,597       $ 26,609   

Interest on convertible senior debentures

     —          5,750         —     
  

 

 

   

 

 

    

 

 

 

Net income (loss) for diluted per share calculation

   $ (39,362   $ 116,347       $ 26,609   
  

 

 

   

 

 

    

 

 

 

Number of shares used in basic per share computation

     20,974        20,764         20,535   

Effect of dilutive securities:

       

Convertible senior debentures

     —           3,009         —      

Unvested restricted stock and DSUs

     —           60         115   

Employee stock options

     —           689         857   
  

 

 

   

 

 

    

 

 

 

Number of shares used in diluted per share computation

     20,974        24,522         21,507   
  

 

 

   

 

 

    

 

 

 

Net income (loss) per share

   $ (1.88   $ 4.74       $ 1.24   
  

 

 

   

 

 

    

 

 

 

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, warrants or securities outstanding, diluted net income (loss) per share is computed by first deducting from net income (loss) the income attributable to the potential exercise of the dilutive securities of the partner company. This impact is shown as an adjustment to net income (loss) for purposes of calculating diluted net income (loss) per share.

The following potential shares of common stock and their effects on income were excluded from the diluted net loss per share calculation because their effect would be anti-dilutive:

 

   

At December 31, 2012, 2011 and 2010, options to purchase 3.3 million, 0.1 million and 0.6 million shares of common stock, respectively, at prices ranging from $3.93 to $18.80 per share, $18.78 to $21.36 per share and $10.10 to $21.36 per share were excluded from the calculation.

 

   

At December 31, 2012 and 2010, unvested restricted stock units, performance stock units and DSUs convertible into 0.3 million and 2 thousand shares of stock, respectively, were excluded from the calculations.

 

   

At December 31, 2010, a total of 0.7 million shares of common stock representing the effect of assumed conversion of the 2024 Debentures were excluded from the calculation.

 

   

At December 31, 2010, a total of 2.8 million shares of common stock representing the effect of assumed conversion of the 2014 Debentures were excluded from the calculations.

 

   

At December 31, 2012, a total of 3.0 million shares of common stock representing the effect of assumed conversion of the 2018 Debentures were excluded from the calculations.

Related Party Transactions
Related Party Transactions

13. Related Party Transactions

In May 2001, the Company entered into a $26.5 million loan agreement with Warren V. Musser, the Company’s former Chairman and Chief Executive Officer. Through December 31, 2012, the Company recognized impairment charges against the loan of $15.7 million. The Company’s efforts to collect Mr. Musser’s outstanding loan obligation have included the sale of existing collateral, obtaining and selling additional collateral, litigation and negotiated resolution. Since 2001 and through December 31, 2012, the Company has received a total of $16.9 million in payments on the loan. In December 2011, the loan documents were amended to take into account accumulated unpaid interest and to make certain other changes related to collateral, maturity dates and other terms.

The Company received cash from the sale of collateral in 2011 in the amount of $0.1 million and no payments in 2012 or 2010. The carrying value of the loan at December 31, 2012 was zero.

In the normal course of business, the Company’s directors, officers and employees hold board positions with partner and other companies in which the Company has a direct or indirect ownership interest.

 
Commitments and Contingencies
Commitments and Contingencies

14. 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 leases its corporate headquarters and office equipment under leases expiring at various dates to 2016. Total rental expense under operating leases was $0.6 million, $0.5 million and $0.5 million in 2012, 2011 and 2010, respectively. Future minimum lease payments under non-cancelable operating leases with initial or remaining terms of one year or more at December 31, 2012, are (in millions): $0.6 — 2013; $0.5 — 2014; $0.0 — 2015; $0.0 — 2016; and $0.0 thereafter.

Not including the Laureate Pharma, Inc. lease guaranty described below, the Company had outstanding guarantees of $3.8 million at December 31, 2012.

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 our 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 December 31, 2012. 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 Pharma, 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. The Company does not believe that such claims are valid and has instituted legal action to obtain the release of such amounts from escrow. The proceeds being held in escrow will remain there until the dispute over the claims has been settled or determined pursuant to legal process.

The Company remains guarantor of Laureate Pharma’s Princeton, New Jersey facility lease. The current lease extends into 2016. The Company is entitled to indemnification in connection with the continuation of this guaranty. As of December 31, 2012, scheduled lease payments to be made by Laureate Pharma over the remaining lease term are approximately $4.8 million.

 

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 $2.9 million was included in Other long-term liabilities on the Consolidated Balance Sheet at December 31, 2012.

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 $4.2 million at December 31, 2012.

 
Supplemental Cash Flow Information
Supplemental Cash Flow Information

15. Supplemental Cash Flow Information

During the years ended December 31, 2012 and 2010, the Company converted $0.4 million and $2.7 million respectively, of advances to partner companies into ownership interests in partner companies. The Company made no such conversions in 2011.

Cash payments for interest in the years ended December 31, 2012, 2011 and 2010 were $0.8 million, $0.4 million and $1.5 million, respectively. In addition, during the years ended December 31, 2012, 2011 and 2010, interest payments of $4.8 million, $4.8 million and $2.2 million, respectively, on the 2014 Debentures were made using restricted cash equivalents.

During the year ended December 31, 2010, the Company completed a non-cash exchange of $46.9 million in face value of its 2024 Debentures for the same amount in face value of its 2014 Debentures.

Cash paid for taxes in the years ended December 31, 2012, 2011 and 2010 was $0.0 million in each year.

Operating Segments
Operating Segments

16. 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 has renamed that segment “Healthcare”. The HealthTech sector had previously been included in the Technology segment. As a result of the change, the Company’s reportable operating segments are now Healthcare, Technology and Penn Mezzanine. 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.

In August 2011, the Company acquired a 36% ownership interest in the management company and general partner of Penn Mezzanine for $3.9 million. In the fourth quarter of 2011, the Company funded an aggregate of $9.7 million for participations in certain mezzanine loans and equity interests initiated by Penn Mezzanine. As a result of the capital deployed in 2011, the Company began to separately evaluate the results of Penn Mezzanine. The Company re-evaluated its reportable segments and made the determination that Penn Mezzanine would be reported as a reportable segment.

As of December 31, 2012, the Company held an interest in 18 non-consolidated partner companies.

The Company’s active partner companies as of December 31, 2012 by segment were as follows for the years ended December 31, 2012, 2011 and 2010:

 

Healthcare

 

     Safeguard Primary Ownership as of December 31,      

Partner Company

   2012     2011     2010     Accounting Method

AdvantEdge Healthcare Solutions, Inc.

     40.2     40.2     40.2   Equity

Alverix, Inc.

     49.2     49.6     49.6   Equity

Crescendo Bioscience, Inc.

     12.6     NA        NA      Cost

Good Start Genetics, Inc.

     30.0     26.3     26.3   Equity

Medivo, Inc.

     30.0     30.0     NA      Equity

NovaSom, Inc.

     30.3     30.3     NA      Equity

NuPathe, Inc.

     17.8     17.8     18.1   Fair value (1)

PixelOptics, Inc.

     24.6     24.7     NA      Equity

Putney, Inc.

     27.6     27.6     NA      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. On October 23, 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 exercises significant influence over NuPathe which makes the equity method of accounting applicable to its ownership interests. Instead, the Company elected the fair value option beginning on that date. Prior to August 2010, the Company accounted for NuPathe under the equity method.

Technology

 

     Safeguard Primary Ownership as of December 31,      

Partner Company

   2012     2011     2010     Accounting Method

AppFirst, Inc.

     35.0     NA        NA      Equity

Beyond.com Inc.

     38.3     38.3     38.3   Equity

Bridgevine, Inc.

     21.7     22.8     22.8   Equity

DriveFactor Inc.

     35.4     23.9     NA      Equity

Hoopla Software, Inc.

     25.3     28.0     NA      Equity

Lumesis, Inc.

     31.6     NA        NA      Equity

MediaMath, Inc.

     22.2     22.4     17.3   Equity (2)

Spongecell, Inc.

     23.1     NA        NA      Equity

ThingWorx, Inc.

     39.8     30.2     NA      Equity

 

(2) In the first quarter of 2011, the Company’s ownership interest in MediaMath increased from 17.3% to 22.4%, above the threshold at which the Company believes it exercises significant influence. Accordingly, the Company changed its method of accounting for MediaMath from the cost method to the equity method.

As of December 31, 2012, the Penn Mezzanine segment has a 36% ownership interest in the management company and general partner of Penn Mezzanine L.P. 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, dividend 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 its Healthcare and Technology segments’ performance based on net loss which is based on 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 and any impairment charges or gain (loss) on sale of, or mark-to-market of 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, 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.

Prior to its sale in December 2010, Clarient was included in the Healthcare segment. The Company accounted for its interest in Clarient under the fair value method.

As of December 31, 2012 and 2011, 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 $212.5 million and $264.0 million at December 31, 2012 and 2011, respectively.

The following represents segment data from operations:

 

                 For the Year Ended December 31, 2012              
                 Penn     Total     Other        
     Healthcare     Technology     Mezzanine     Segments     Items     Total  
     (In thousands)  

Operating loss

   $ —        $ —         $ (10   $ (10   $ (19,463   $ (19,473

Interest income

     —          —           1,505        1,505        1,421        2,926   

Equity income (loss)

     (26,544     (119     (317     (26,980     463        (26,517

Net (loss)

     (6,660     (119     (1,136     (7,915     (31,447     (39,362

Segment Assets:

            

December 31, 2012

     83,500        58,753        12,153        154,406        219,738        374,144   
                 For the Year Ended December 31, 2011              
                 Penn     Total     Other        
     Healthcare     Technology     Mezzanine     Segments     Items     Total  
     (In thousands)  

Operating loss

   $ —        $ —         $ —        $ —         $ (21,168   $ (21,168

Interest income

     —          —           210        210        1,214        1,424   

Equity income (loss)

     121,299        21,454        (71     142,682        (225     142,457   

Net income (loss)

     114,063        21,478        139        135,680        (25,083     110,597   

Segment Assets:

            

December 31, 2011

     72,127        38,458        12,965        123,550        283,086        406,636   

 

     For the Year Ended December 31, 2010  
                 Total     Other        
     Healthcare     Technology     Segments     Items     Total  
     (In thousands)  

Operating loss

   $ —        $ —        $ —        $ (20,847   $ (20,847

Equity loss

     (12,472     (9,858     (22,330     (4     (22,334

Net income (loss)

     69,972        (9,822     60,150        (33,541     26,609   

 

Net loss from Other Items was as follows:

 

     Year Ended December 31,  
     2012     2011     2010  
     (In thousands)  

Corporate operations

   $ (31,447   $ (25,083   $ (33,541

Income tax benefit (expense)

     —           —           —      
  

 

 

   

 

 

   

 

 

 
   $ (31,447   $ (25,083   $ (33,541
  

 

 

   

 

 

   

 

 

 

 

Selected Quarterly Financial Information
Selected Quarterly Financial Information

17. Selected Quarterly Financial Information (Unaudited)

 

     Three Months Ended  
     March 31     June 30     September 30     December 31  
     (In thousands except per share data)  

2012:

        

General and administrative expense

   $ 4,743      $ 5,148      $ 4,790      $ 4,792   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (4,743     (5,148     (4,790     (4,792

Other income (loss), net

     3,084        4,819        91        1,344   

Interest income

     899        595        696        736   

Interest expense

     (1,452     (1,456     (1,461     (1,267

Equity loss

     (7,448     (8,947     (3,293     (6,829
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

     (9,660     (10,137     (8,757     (10,808

Income tax benefit (expense)

     —           —           —           —      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (9,660   $ (10,137   $ (8,757   $ (10,808
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share (a)

        

Basic

   $ (0.46   $ (0.48   $ (0.42   $ (0.51
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.46   $ (0.48   $ (0.42   $ (0.51
  

 

 

   

 

 

   

 

 

   

 

 

 

2011:

        

General and administrative expense

   $ 4,884      $ 5,570      $ 5,100      $ 5,614   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (4,884     (5,570     (5,100     (5,614

Other income (loss), net

     (292     (775     (324     (4,754

Interest income

     367        324        278        455   

Interest expense

     (1,636     (1,441     (1,445     (1,449

Equity income (loss)

     (2,565     129,277        28,922        (13,177
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) before income taxes

     (9,010     121,815        22,331        (24,539

Income tax benefit (expense)

     —           —           —           —      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (9,010   $ 121,815      $ 22,331      $ (24,539
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share (a)

        

Basic

   $ (0.44   $ 5.87      $ 1.07      $ (1.18
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.46   $ 5.05      $ 0.98      $ (1.18
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Per share amounts for the quarters have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the average common shares outstanding during each period. Additionally, in regard to diluted per share amounts only, quarterly amounts may not add to the annual amounts because of the inclusion of the effect of potentially dilutive securities only in the periods in which such effect would have been dilutive, and because of the adjustments to net income (loss) for the dilutive effect of partner company common stock equivalents and convertible securities.
 
Significant Accounting Policies (Policies)

Description of the Company

Safeguard Scientifics, Inc. (“Safeguard” or the “Company”) seeks to build value in growth-stage businesses by providing capital and strategic, operational and management resources. Safeguard participates in expansion financings, corporate spin-outs, buyouts, recapitalizations, industry consolidations and early-stage financings. The Company’s vision is to be the preferred catalyst to build great companies across diverse capital platforms.

The Company strives to create long-term value for its shareholders by helping partner companies increase their market penetration, grow revenue and improve cash flow. The Company focuses principally on companies with initial capital requirements between $5 million and $15 million, and follow-on financings between $5 million and $10 million, with a total anticipated deployment of up to $25 million from Safeguard. In addition, the Company targets companies that operate in two sectors:

Healthcare — companies focused on medical technology (“MedTech”), including diagnostics and devices; healthcare technology (“HealthTech”); and specialty pharmaceuticals. Within these areas, Safeguard targets companies that have lesser regulatory risk and have achieved or are near commercialization.

Technology — companies focused on digital media; financial technology (“FinTech”) and Enterprise 3.0, which includes mobile technology, cloud, the “Internet of Things” and big data. Within these areas, Safeguard targets companies that have transaction-enabling applications with a recurring revenue stream.

Basis of Presentation

On October 23, 2012, the Company purchased 2,500 preferred stock units and warrants to purchase 2.5 million shares of common stock from NuPathe, Inc. for $5.0 million. In conjunction with this financing, the Company placed two members on NuPathe’s board of directors (currently consisting of eight members). As a result, the Company determined that it exercised significant influence over NuPathe which made the equity method of accounting applicable to its ownership interest. Instead, the Company elected the fair value option on that date to account for its ownership interest in NuPathe given the reliable evidence provided by quoted prices in an active market for NuPathe’s publicly traded common stock. The Company’s ownership interest in NuPathe was previously accounted for as available-for-sale securities following NuPathe’s completion of an initial public offering in August 2010. Unrealized gains associated with the Company’s holdings in NuPathe’s common stock, previously accounted for as available-for-sale securities, and unrealized gains associated with the Company’s holdings in common and preferred stock and warrants through December 31, 2012 were recognized in Other income (loss), net in the Consolidated Statement of Operations.

The Company’s ownership interests in Tengion, Inc. are accounted for as available-for-sale securities following Tengion’s completion of its initial public offering in April 2010.

 

Principles of Accounting for Ownership Interests in Companies

The Company’s ownership interests in its partner companies and private equity funds are accounted for using one of the following methods: consolidation, equity, cost, fair value and available-for-sale. The accounting method applied is generally determined by the degree of the Company’s influence over the entity, primarily determined by its voting interest in the entity.

In addition to holding voting and non-voting equity and debt securities, the Company also periodically makes advances to its partner companies in the form of promissory notes which are included in the Ownership interests in and advances to partner companies and funds line item in the Consolidated Balance Sheets.

 

Consolidation Method. The Company generally accounts for partner companies in which it directly or indirectly owns more than 50% of the outstanding voting securities under the consolidation method of accounting. Under this method, the Company includes the partner companies’ financial statements within the Company’s Consolidated Financial Statements, and all significant intercompany accounts and transactions are eliminated. The Company reflects participation of other stockholders in the net assets and in the income or losses of these consolidated partner companies in Equity in the Consolidated Balance Sheets and in Net (income) loss attributable to noncontrolling interest in the Statements of Operations. Net (income) loss attributable to noncontrolling interest adjusts the Company’s consolidated operating results to reflect only the Company’s share of the earnings or losses of the consolidated partner company. The Company accounts for results of operations and cash flows of a consolidated partner company through the latest date in which it holds a controlling interest. If the Company subsequently relinquishes control but retains an interest in the partner company, the accounting method is adjusted to the equity, cost or fair value method of accounting, as appropriate. As of December 31, 2012 and for each of the three years in the period then ended, the Company did not hold a controlling interest in any of its partner companies.

Fair Value Method. The Company accounts for its holdings in NuPathe, a publicly traded partner company, under the fair value method of accounting beginning in October 2012. The Company accounted for its holdings in Clarient, Inc., formerly a publicly traded partner company, under the fair value method of accounting following its deconsolidation in May 2009 and through the date of the sale of the Company’s remaining interest in Clarient in December 2010. Unrealized gains and losses on the mark-to-market of the Company’s holdings in fair value method companies and realized gains and losses on the sale of any holdings in fair value method companies are recognized in Other income (loss), net in the Consolidated Statements of Operations.

Equity Method. The Company accounts for partner companies whose results are not consolidated, but over which it exercises significant influence, under the equity method of accounting. Whether or not the Company exercises significant influence with respect to a partner company depends on an evaluation of several factors including, among others, representation of the Company on the partner company’s board of directors and the Company’s ownership level, which is generally a 20% to 50% interest in the voting securities of a partner company, including voting rights associated with the Company’s holdings in common, preferred and other convertible instruments in the company. The Company also accounts for its interests in some private equity funds under the equity method of accounting based on its non-controlling general and limited partner interests in such funds. Under the equity method of accounting, the Company does not reflect a partner company’s financial statements within the Company’s Consolidated Financial Statements; however, the Company’s share of the income or loss of such partner company is reflected in Equity income (loss) in the Consolidated Statements of Operations. The Company includes the carrying value of equity method partner companies in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets. Any excess of the Company’s cost over its underlying interest in the net assets of equity method partner companies allocated to intangible assets is amortized over the estimated useful lives of the related intangible assets. The Company reflects its share of the income or loss of the equity method partner companies on a one quarter lag. This reporting lag could result in a delay in recognition of the impact of changes in the business or operations of these partner companies.

When the Company’s carrying value in an equity method partner company is reduced to zero, the Company records no further losses in its Consolidated Statements of Operations unless the Company has an outstanding guarantee obligation or has committed additional funding to such equity method partner company. When such equity method partner company subsequently reports income, the Company will not record its share of such income until it exceeds the amount of the Company’s share of losses not previously recognized.

Cost Method. The Company accounts for partner companies not consolidated or accounted for under the equity method or fair value method under the cost method of accounting. Under the cost method, the Company does not include its share of the income or losses of partner companies in the Company’s Consolidated Statements of Operations. The Company includes the carrying value of cost method partner companies in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets.

Available-for-Sale Securities. The Company accounts for its ownership interest in Tengion as available-for-sale securities. In addition, for the period from its initial public offering in August 2010 through October 2012, the Company’s ownership interest in NuPathe was accounted for as available-for-sale securities. Available-for-sale securities are carried at fair value, based on quoted market prices, with the unrealized gains and losses, net of tax, reported as a separate component of equity. Unrealized losses are charged against net income (loss) when a decline in the fair value is determined to be other than temporary.

Accounting Estimates

The preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates. These estimates include the evaluation of the recoverability of the Company’s ownership interests in and advances to partner companies and funds and investments in marketable securities, income taxes, stock-based compensation and commitments and contingencies. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.

 

Certain amounts recorded to reflect the Company’s share of income or losses of partner companies accounted for under the equity method are based on unaudited results of operations of those companies and may require adjustments in the future when audits of these entities’ financial statements are completed.

It is reasonably possible that the Company’s accounting estimates with respect to the ultimate recoverability of the carrying value of the Company’s ownership interests in and advances to partner companies and funds could change in the near term and that the effect of such changes on the financial statements could be material. At December 31, 2012, the Company believes the carrying value of the Company’s ownership interests in and advances to partner companies and funds is not impaired, although there can be no assurance that the Company’s future results will confirm this assessment, that a significant write-down or write-off will not be required in the future, or that a significant loss will not be recorded in the future upon the sale of a company.

Cash and Cash Equivalents and Marketable Securities

The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of deposits that are readily convertible into cash. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. Held-to-maturity securities are carried at amortized cost, which approximates fair value. Marketable securities consist of held-to-maturity securities, primarily consisting of government agency bonds, commercial paper and certificates of deposits. Marketable securities with a maturity date greater than one year from the balance sheet date are considered long-term. The Company has not experienced any significant losses on cash equivalents and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash Equivalents

Restricted cash equivalents consist of certificates of deposit with various maturity dates.

Financial Instruments

The Company’s financial instruments (principally cash and cash equivalents, marketable securities, restricted cash equivalents, accounts receivable, notes receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The Company’s warrant participations are carried at fair value. The Company’s long-term debt is carried at cost. At December 31, 2012, the market value of the Company’s outstanding debentures was approximately $58.3 million based on the midpoint of bid and ask prices as of that date.

Accounting for Participating Interests in Mezzanine Loans Receivable and Related Equity Interests

In 2011, the Company acquired a 36% ownership interest in the management company and general partner of Penn Mezzanine L.P. Penn Mezzanine is a mezzanine lender focused on lower middle-market, Mid-Atlantic companies. Through its relationship with Penn Mezzanine, the Company may acquire participating interests in mezzanine loans and related equity interests of the borrowers. These interests may also include warrants to purchase common stock of the borrowers. The Company’s accounting policies for these participating interests are as follows:

Loan Participations Receivable

The Company’s participating interest in Penn Mezzanine loans are included in Loan participations receivable on the Consolidated Balance Sheet. In connection with each financing transaction, Penn Mezzanine assesses the credit worthiness of the borrower through various standard industry metrics including leverage ratios, working capital metrics, cash flow projections and an overall evaluation of the borrower’s business model. The Company uses these analyses in making its determination to participate in any funding.

On a quarterly basis, the Company evaluates the carrying value of each loan participation receivable for impairment. A loan participation receivable is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest) due according to the contractual terms of the participation agreement and related agreements with the borrowers. The Company maintains an allowance to provide for estimated loan losses based on evaluating known and inherent risks in the loans. The allowance is provided based upon management’s analysis of the pertinent factors underlying the quality of the loans. These factors include an analysis of the financial condition of the individual borrowers, delinquency levels, actual loan loss experience, current economic conditions and other relevant factors. The Company’s analysis includes methods to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The Company does not accrue interest when a loan is considered impaired. All cash receipts from an impaired loan are applied to reduce the original principal amount of such loan until the principal has been fully recovered and would be recognized as interest income thereafter. The allowance for loan losses at December 31, 2012 and 2011 was $2.0 million and $0.0 million, respectively.

 

Penn Mezzanine charges fees to borrowers for originating loans. The Company’s participating interest in these fees, net of any loan origination costs, is deferred and amortized to income using the effective interest method, over the term of the loan. If the loan is repaid prior to maturity, the remaining unamortized deferred loan origination fee is recognized in income at the time of repayment. Unamortized deferred loan origination fees are recorded as a contra asset against Loan participations receivable on the Consolidated Balance Sheets.

Equity Participations

The Company’s participation in equity interests acquired by Penn Mezzanine is accounted for under the cost method of accounting. On a quarterly basis, the Company evaluates the carrying value of its participation in these equity interests for possible impairment based on achievement of business plan objectives and milestones, the fair value of the equity interest relative to its carrying value, the financial condition and prospects of the underlying company and other relevant factors. The Company’s participating interests in equity interests acquired by Penn Mezzanine are included in Other assets on the Consolidated Balance Sheets.

Warrant Participations

The Company recognizes its participation in warrants acquired by Penn Mezzanine based on the fair value of the warrants at the balance sheet date. The fair values of warrant participations are bifurcated from the related loan participations receivable based on the relative fair value of the respective instruments at the acquisition date. The resulting discount is amortized to interest income over the term of the loan using the effective interest method. Any gain or loss associated with changes in the fair value of the warrants at the balance sheet date is recorded in Other income (loss), net in the Consolidated Statements of Operations. The fair value of the warrants is determined based on Level 3 inputs and is included in Other assets on the Consolidated Balance Sheets.

Property and Equipment

Property and equipment are stated at cost. Provision for depreciation and amortization is based on the lesser of the estimated useful lives of the assets or the remaining lease term (buildings and leasehold improvements, 5 to 15 years; office equipment, 3 to 15 years) and is computed using the straight-line method.

Impairment of Ownership Interests In and Advances to Partner Companies and Funds

On a periodic basis, but no less frequently than quarterly, the Company evaluates the carrying value of its equity and cost method partner companies and available-for-sale securities for possible impairment based on achievement of business plan objectives and milestones, the fair value of each partner company relative to its carrying value, the financial condition and prospects of the partner company and other relevant factors. The business plan objectives and milestones the Company considers include, among others, those related to financial performance, such as achievement of planned financial results or completion of capital raising activities, and those that are not primarily financial in nature, such as hiring of key employees or the establishment of strategic relationships. Management then determines whether there has been an other than temporary decline in the value of its ownership interest in the company or value of available-for-sale securities. Impairment is measured as the amount by which the carrying value of an asset exceeds its fair value.

The fair value of privately held companies is generally determined based on the value at which independent third parties have invested or have committed to invest in these companies or based on other valuation methods, including discounted cash flows, valuation of comparable public companies and the valuation of acquisitions of similar companies. The fair value of the Company’s ownership interests in private equity funds generally is determined based on the value of its pro rata portion of the fair value of the funds’ net assets.

Impairment charges related to equity method partner companies are included in Equity income (loss) in the Consolidated Statements of Operations. Impairment charges related to cost method partner companies and available-for-sale securities are included in Other income (loss), net in the Consolidated Statements of Operations.

The reduced cost basis of a previously impaired partner company is not written-up if circumstances suggest the value of the company has subsequently recovered.

 

Defined Contribution Plans

Defined contribution plans are contributory and cover eligible employees of the Company. The Company’s defined contribution plan allows eligible employees, as defined in the plan, to contribute to the plan up to 75% of their pre-tax compensation, subject to the maximum contributions allowed by the Internal Revenue Code. The Company makes matching contributions under the plan. Expense relating to defined contribution plans was $0.3 million in each of 2012, 2011 and 2010.

Income Taxes

The Company accounts for income taxes under the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period of the enactment date. The Company provides valuation allowances against the net deferred tax asset for amounts which are not considered more likely than not to be realized.

Net Income (Loss) Per Share

The Company computes net income (loss) per share using the weighted average number of common shares outstanding during each year. The Company includes in diluted net income (loss) per share common stock equivalents (unless anti-dilutive) which would arise from the exercise of stock options and conversion of other convertible securities and adjusted, if applicable, for the effect on net income (loss) of such transactions. Diluted net income (loss) per share calculations adjust net income (loss) for the dilutive effect of common stock equivalents and convertible securities issued by the Company’s consolidated or equity method partner companies.

Comprehensive Income (Loss)

Comprehensive income (loss) is the change in equity of a business enterprise during a period from non-owner sources. Excluding net income (loss), the Company’s sources of other comprehensive income (loss) are from net unrealized appreciation (depreciation) on available-for-sale securities and foreign currency translation adjustments. Reclassification adjustments result from the recognition in net income (loss) of unrealized gains or losses that were included in comprehensive income (loss) in prior periods.

Segment Information

The Company reports segment data based on the management approach which designates the internal reporting used by management for making operating decisions and assessing performance as the source of the Company’s reportable operating segments.

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.

 

     December 31, 2012      December 31, 2011  
     (In thousands)  

Fair value

   $ 20,972       $ —     

Equity Method:

     

Partner companies

     102,931         104,545   

Private equity funds

     3,810         5,784   
  

 

 

    

 

 

 
     106,741         110,329   

Cost Method:

     

Partner companies

     10,000         —     

Private equity funds

     2,634         2,984   
  

 

 

    

 

 

 
     12,634         2,984   

Advances to partner companies

     8,292         856   
  

 

 

    

 

 

 
   $ 148,639       $ 114,169   
  

 

 

    

 

 

 

Loan participations receivable

   $ 7,085       $ 7,587   
  

 

 

    

 

 

 

Available-for-sale securities

   $ 58       $ 5,184   
  

 

 

    

 

 

 
     Year Ended December 31,  
     2012     2011     2010  
     (In thousands)  
     (unaudited)  

Results of Operations:

      

Revenue

   $ 188,989      $ 116,957      $ 238,477   
  

 

 

   

 

 

   

 

 

 

Gross profit

   $ 97,403      $ 63,009      $ 162,397   
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (78,142   $ (38,837   $ (23,397
  

 

 

   

 

 

   

 

 

 

 

The unaudited financial information below does not include information pertaining to Clarient.

 

     As of December 31,  
     2012      2011  
     (In thousands)  
     (unaudited)  

Balance Sheets:

     

Current assets

   $ 168,246       $ 156,497   

Non-current assets

     74,555         72,911   
  

 

 

    

 

 

 

Total assets

   $ 242,801       $ 229,408   
  

 

 

    

 

 

 

Current liabilities

   $ 125,491       $ 64,568   

Non-current liabilities

     37,384         33,856   

Shareholders’ equity

     79,926         130,984   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

   $ 242,801       $ 229,408   
  

 

 

    

 

 

 

The results of Clarient are reported on a one quarter lag.

 

     Nine Months Ended
September 30, 2010
 
     (In thousands)  
     (unaudited)  

Results of Operations:

  

Revenue

   $ 86,803   
  

 

 

 

Operating income

   $ 3,564   
  

 

 

 

Net income from continuing operations

   $ 2,914   
  

 

 

 
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 December 31, 2012 and 2011:

 

     Carrying      Fair Value Measurement at December 31, 2012  
     Value      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 cash equivalents

     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         —            —      
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 140,016       $ 140,016       $ —          $ —      
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Carrying      Fair Value Measurement at December 31, 2011  
     Value      Level 1      Level 2      Level 3  
     (In thousands)  
     (unaudited)  

Cash and cash equivalents

   $ 83,187       $ 83,187       $ —         $ —     

Cash held in escrow

     6,433         6,433         —           —     

Restricted cash equivalents

     12,265         12,265         —           —     

Available-for-sale securities

     5,184         5,184         —           —      

Warrant participations

     276         —           —           276   

Marketable securities—held-to-maturity:

           

Commercial paper

   $ 42,919       $ 42,919       $ —         $ —     

U.S. Treasury Bills

     17,555         17,555         —           —     

Government agency bonds

     80,712         80,712         —           —     

Corporate bonds

     1,296         1,296         

Certificates of deposit

     31,903         31,903         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 174,385       $ 174,385       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 
 
Property and Equipment (Tables)
Property and Equipment

Property and equipment consisted of the following:

 

     As of December 31,  
     2012     2011  
     (In thousands)  

Building and improvements

   $ 607      $ 547   

Office equipment

     1,002        997   
  

 

 

   

 

 

 
     1,609        1,544   

Accumulated depreciation

     (1,416     (1,316
  

 

 

   

 

 

 
   $ 193      $ 228   
  

 

 

   

 

 

 
Convertible Debentures and Credit Arrangements (Tables)
Convertible Senior Debentures

The carrying values of the Company’s convertible senior debentures were as follows:

 

     As of December 31,  
     2012      2011  
     (In thousands)  

Convertible senior debentures due 2018

   $ 48,483       $ —      

Convertible senior debentures due 2014

     67         45,253   

Convertible senior debentures due 2024

     441         441   
  

 

 

    

 

 

 

Convertible senior debentures—non-current

   $ 48,991       $ 45,694   
  

 

 

    

 

 

 
Accrued Expenses and Other Current Liabilities (Tables)
Accrued Expenses

Accrued expenses consisted of the following:

 

     As of December 31,  
     2012      2011  
     (In thousands)  

Accrued interest

   $ 335       $ 1,403   

Other

     2,266         2,287   
  

 

 

    

 

 

 
   $ 2,601       $ 3,690   
  

 

 

    

 

 

 
Stock-Based Compensation (Tables)

Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows:

 

     Year Ended December 31,  
     2012      2011      2010  
     (In thousands)  

General and administrative expense

   $ 2,014       $ 3,052       $ 3,777   
  

 

 

    

 

 

    

 

 

 
   $ 2,014       $ 3,052       $ 3,777   
  

 

 

    

 

 

    

 

 

 
Assumptions used in the valuation of options granted in each period were as follows:

 

     Year Ended December 31,  
     2012     2011     2010  

Service-Based Awards

      

Dividend yield

     0     0     0

Expected volatility

     56     57     58

Average expected option life

     5 years        5 years        5 years   

Risk-free interest rate

     0.8     1.4     2.0
     Year Ended December 31,  
     2012     2011     2010  

Performance-Based Awards

      

Dividend yield

     0     0     0

Expected volatility

     55     57     58

Average expected option life

     5.5 years        5.8 years        4.9 years   

Risk-free interest rate

     0.8     0.9     2.0
 

Option activity of the Company is summarized below:

 

           Weighted      Weighted Average      Aggregate  
           Average      Remaining      Intrinsic  
     Shares     Exercise Price      Contractual Life      Value  
     (In thousands)            (In years)      (In thousands)  

Outstanding at December 31, 2009

     3,268      $ 9.51         

Options granted

     224        14.65         

Options exercised

     (121     9.16         

Options canceled/forfeited

     (50     12.13         
  

 

 

         

Outstanding at December 31, 2010

     3,321        9.83         
  

 

 

         

Options granted

     314        16.55         

Options exercised

     (124     11.32         

Options canceled/forfeited

     (293     11.03         
  

 

 

         

Outstanding at December 31, 2011

     3,218        10.32         
  

 

 

         

Options granted

     293        14.91         

Options exercised

     (211     10.22         

Options canceled/forfeited

     (13     13.48         
  

 

 

         

Outstanding at December 31, 2012

     3,287        10.72         3.55       $ 14,146   
  

 

 

         

Options exercisable at December 31, 2012

     1,320        9.93         2.32         6,646   

Options vested and expected to vest at December 31, 2012

     2,854        10.39         3.05         13,113   

Shares available for future grant

     252           
 

Deferred stock unit, performance-based stock unit and restricted stock activity are summarized below:

 

           Weighted Average  
           Grant Date Fair  
     Shares     Value  
     (In thousands)        

Unvested at December 31, 2010

     298      $ 10.09   

Granted

     109        15.93   

Vested

     (116     8.16   

Forfeited

     (38     12.73   
  

 

 

   

Unvested at December 31, 2011

     253        13.10   

Granted

     151        15.00   

Vested

     (53     13.06   

Forfeited

     (4     13.67   
  

 

 

   

Unvested at December 31, 2012

     347        13.85   
  

 

 

   
 
Other Income (Loss), Net (Tables)
Other Income (Loss), Net
     Year Ended December 31,  
     2012     2011     2010  
     (In thousands)  

Loss on repurchase of convertible debentures

   $ (7,895   $ —         $ —      

Loss on exchange of convertible debentures

     —           —           (8,289

Gain on sale of companies and funds, net

     9,004        —           63,247   

Gain on mark-to-market of holdings in fair value method partner companies

     11,035        —           22,394   

Impairment charges on cost method partner companies and private equity funds

     (350     —           (2,146

Impairment charges on Penn Mezzanine loan and equity participations

     (2,489     —           —      

Other than temporary impairment on available-for-sale securities

     (260     (7,451     (1,108

Other

     293        1,306        711   
  

 

 

   

 

 

   

 

 

 
   $ 9,338      $ (6,145   $ 74,809   
  

 

 

   

 

 

   

 

 

 

 

Income Taxes (Tables)

The total income tax provision (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 35% to net income (loss) before income taxes as a result of the following:

 

     Year Ended December 31,  
     2012     2011     2010  

Statutory tax (benefit) expense

     (35.0 )%      35.0     35.0

Increase (decrease) in taxes resulting from:

      

Valuation allowance

     34.7        (35.3     (47.4

Other adjustments

     .3        0.3        1.7   

Nondeductible loss on exchange of convertible senior debentures

     —          —           10.7   
  

 

 

   

 

 

   

 

 

 
     0.0     0.0     0.0
  

 

 

   

 

 

   

 

 

 

 

 

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:

 

     As of December 31,  
     2012     2011  
     (In thousands)  

Deferred tax asset (liability):

    

Carrying values of partner companies and other holdings

   $ 52,602      $ 50,041   

Tax loss and credit carryforwards

     75,369        59,626   

Accrued expenses

     1,860        1,838   

Stock-based compensation

     7,942        7,580   

Other

     1,557        1,047   
  

 

 

   

 

 

 
     139,330        120,132   

Valuation allowance

     (139,330     (120,132
  

 

 

   

 

 

 

Net deferred tax liability

   $ —         $ —      
  

 

 

   

 

 

 

 

As of December 31, 2012, the Company and its subsidiaries consolidated for tax purposes had federal net operating loss carryforwards of approximately $204.2 million. These carryforwards expire as follows:

 

     Total  
     (In thousands)  

2013

   $ —     

2014

     —     

2015

     —     

2016

     —     

2017 and thereafter

     204,209   
  

 

 

 
   $ 204,209   
  

 

 

 

 

Net Income (Loss) Per Share (Tables)
Calculations of Net Income (Loss) Per Share

The calculations of net income (loss) per share were:

 

     Year Ended December 31,  
     2012     2011      2010  
     (In thousands except per share data)  

Basic:

       

Net income (loss)

   $ (39,362   $ 110,597       $ 26,609   

Average common shares outstanding

     20,974        20,764         20,535   
  

 

 

   

 

 

    

 

 

 

Net income (loss) per share

   $ (1.88   $ 5.33       $ 1.30   
  

 

 

   

 

 

    

 

 

 

Diluted:

       

Net income (loss)

   $ (39,362   $ 110,597       $ 26,609   

Interest on convertible senior debentures

     —          5,750         —     
  

 

 

   

 

 

    

 

 

 

Net income (loss) for diluted per share calculation

   $ (39,362   $ 116,347       $ 26,609   
  

 

 

   

 

 

    

 

 

 

Number of shares used in basic per share computation

     20,974        20,764         20,535   

Effect of dilutive securities:

       

Convertible senior debentures

     —           3,009         —      

Unvested restricted stock and DSUs

     —           60         115   

Employee stock options

     —           689         857   
  

 

 

   

 

 

    

 

 

 

Number of shares used in diluted per share computation

     20,974        24,522         21,507   
  

 

 

   

 

 

    

 

 

 

Net income (loss) per share

   $ (1.88   $ 4.74       $ 1.24   
  

 

 

   

 

 

    

 

 

 
 
Operating Segments (Tables)

The Company’s active partner companies as of December 31, 2012 by segment were as follows for the years ended December 31, 2012, 2011 and 2010:

 

Healthcare

 

     Safeguard Primary Ownership as of December 31,      

Partner Company

   2012     2011     2010     Accounting Method

AdvantEdge Healthcare Solutions, Inc.

     40.2     40.2     40.2   Equity

Alverix, Inc.

     49.2     49.6     49.6   Equity

Crescendo Bioscience, Inc.

     12.6     NA        NA      Cost

Good Start Genetics, Inc.

     30.0     26.3     26.3   Equity

Medivo, Inc.

     30.0     30.0     NA      Equity

NovaSom, Inc.

     30.3     30.3     NA      Equity

NuPathe, Inc.

     17.8     17.8     18.1   Fair value (1)

PixelOptics, Inc.

     24.6     24.7     NA      Equity

Putney, Inc.

     27.6     27.6     NA      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. On October 23, 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 exercises significant influence over NuPathe which makes the equity method of accounting applicable to its ownership interests. Instead, the Company elected the fair value option beginning on that date. Prior to August 2010, the Company accounted for NuPathe under the equity method.

Technology

 

     Safeguard Primary Ownership as of December 31,      

Partner Company

   2012     2011     2010     Accounting Method

AppFirst, Inc.

     35.0     NA        NA      Equity

Beyond.com Inc.

     38.3     38.3     38.3   Equity

Bridgevine, Inc.

     21.7     22.8     22.8   Equity

DriveFactor Inc.

     35.4     23.9     NA      Equity

Hoopla Software, Inc.

     25.3     28.0     NA      Equity

Lumesis, Inc.

     31.6     NA        NA      Equity

MediaMath, Inc.

     22.2     22.4     17.3   Equity (2)

Spongecell, Inc.

     23.1     NA        NA      Equity

ThingWorx, Inc.

     39.8     30.2     NA      Equity

 

(2) In the first quarter of 2011, the Company’s ownership interest in MediaMath increased from 17.3% to 22.4%, above the threshold at which the Company believes it exercises significant influence. Accordingly, the Company changed its method of accounting for MediaMath from the cost method to the equity method.
 

The following represents segment data from operations:

 

                 For the Year Ended December 31, 2012              
                 Penn     Total     Other        
     Healthcare     Technology     Mezzanine     Segments     Items     Total  
     (In thousands)  

Operating loss

   $ —        $ —         $ (10   $ (10   $ (19,463   $ (19,473

Interest income

     —          —           1,505        1,505        1,421        2,926   

Equity income (loss)

     (26,544     (119     (317     (26,980     463        (26,517

Net (loss)

     (6,660     (119     (1,136     (7,915     (31,447     (39,362

Segment Assets:

            

December 31, 2012

     83,500        58,753        12,153        154,406        219,738        374,144   
                 For the Year Ended December 31, 2011              
                 Penn     Total     Other        
     Healthcare     Technology     Mezzanine     Segments     Items     Total  
     (In thousands)  

Operating loss

   $ —        $ —         $ —        $ —         $ (21,168   $ (21,168

Interest income

     —          —           210        210        1,214        1,424   

Equity income (loss)

     121,299        21,454        (71     142,682        (225     142,457   

Net income (loss)

     114,063        21,478        139        135,680        (25,083     110,597   

Segment Assets:

            

December 31, 2011

     72,127        38,458        12,965        123,550        283,086        406,636   

 

     For the Year Ended December 31, 2010  
                 Total     Other        
     Healthcare     Technology     Segments     Items     Total  
     (In thousands)  

Operating loss

   $ —        $ —        $ —        $ (20,847   $ (20,847

Equity loss

     (12,472     (9,858     (22,330     (4     (22,334

Net income (loss)

     69,972        (9,822     60,150        (33,541     26,609   

Net loss from Other Items was as follows:

 

     Year Ended December 31,  
     2012     2011     2010  
     (In thousands)  

Corporate operations

   $ (31,447   $ (25,083   $ (33,541

Income tax benefit (expense)

     —           —           —      
  

 

 

   

 

 

   

 

 

 
   $ (31,447   $ (25,083   $ (33,541
  

 

 

   

 

 

   

 

 

 
Selected Quarterly Financial Information (Tables)
Selected Quarterly Financial Information
     Three Months Ended  
     March 31     June 30     September 30     December 31  
     (In thousands except per share data)  

2012:

        

General and administrative expense

   $ 4,743      $ 5,148      $ 4,790      $ 4,792   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (4,743     (5,148     (4,790     (4,792

Other income (loss), net

     3,084        4,819        91        1,344   

Interest income

     899        595        696        736   

Interest expense

     (1,452     (1,456     (1,461     (1,267

Equity loss

     (7,448     (8,947     (3,293     (6,829
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

     (9,660     (10,137     (8,757     (10,808

Income tax benefit (expense)

     —           —           —           —      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (9,660   $ (10,137   $ (8,757   $ (10,808
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share (a)

        

Basic

   $ (0.46   $ (0.48   $ (0.42   $ (0.51
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.46   $ (0.48   $ (0.42   $ (0.51
  

 

 

   

 

 

   

 

 

   

 

 

 

2011:

        

General and administrative expense

   $ 4,884      $ 5,570      $ 5,100      $ 5,614   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (4,884     (5,570     (5,100     (5,614

Other income (loss), net

     (292     (775     (324     (4,754

Interest income

     367        324        278        455   

Interest expense

     (1,636     (1,441     (1,445     (1,449

Equity income (loss)

     (2,565     129,277        28,922        (13,177
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) before income taxes

     (9,010     121,815        22,331        (24,539

Income tax benefit (expense)

     —           —           —           —      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (9,010   $ 121,815      $ 22,331      $ (24,539
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share (a)

        

Basic

   $ (0.44   $ 5.87      $ 1.07      $ (1.18
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.46   $ 5.05      $ 0.98      $ (1.18
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Per share amounts for the quarters have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the average common shares outstanding during each period. Additionally, in regard to diluted per share amounts only, quarterly amounts may not add to the annual amounts because of the inclusion of the effect of potentially dilutive securities only in the periods in which such effect would have been dilutive, and because of the adjustments to net income (loss) for the dilutive effect of partner company common stock equivalents and convertible securities.

 

Significant Accounting Policies - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2011
Penn Mezzanine
Dec. 31, 2012
Building and improvements
Minimum
Dec. 31, 2012
Building and improvements
Maximum
Dec. 31, 2012
Office Equipment
Minimum
Dec. 31, 2012
Office Equipment
Maximum
Oct. 23, 2012
Nupathe
Seat
Oct. 23, 2012
Nupathe
Preferred stock units and warrants
Oct. 23, 2012
Nupathe
Preferred Stock
Dec. 31, 2012
Initial and On-going Capital Requirement
Minimum
Dec. 31, 2012
Initial and On-going Capital Requirement
Maximum
Description Of Company And Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial capital contribution
 
 
 
 
 
 
 
 
 
 
 
$ 5 
$ 15 
Follow-on financings
 
 
 
 
 
 
 
 
 
 
 
10 
Anticipated contribution to partner companies
 
 
 
 
 
 
 
 
 
 
 
 
25 
Equity method investment shares purchased
 
 
 
 
 
 
 
 
 
2,500 
2,500,000 
 
 
Value of preferred stock purchased
 
 
 
 
 
 
 
 
 
 
 
 
Number of board seats acquired
 
 
 
 
 
 
 
 
 
 
 
 
Market value of outstanding debentures
58.3 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of ownership interest acquired
 
 
 
36.00% 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
2.0 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, useful lives
 
 
 
 
5 years 
15 years 
3 years 
15 years 
 
 
 
 
 
Defined contribution plan, maximum annual contribution of employees
75.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Defined contribution plan, contribution by employer
$ 0.3 
$ 0.3 
$ 0.3 
 
 
 
 
 
 
 
 
 
 
Carrying Value of Ownership Interests in and Advances to Partner Companies and Private Equity Funds (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Investments in and Advances to Affiliates [Line Items]
 
 
Ownership interests in and advances, to partner companies and funds, fair value
$ 20,972 
 
Equity method investments
106,741 
110,329 
Cost method investments
12,634 
2,984 
Advances to partner companies
8,292 
856 
Ownership interests in and advances to partner companies and funds ($20,972 at fair value at December 31, 2012)
148,639 
114,169 
Loan participations receivable
7,085 
7,587 
Available-for-sale securities
58 
5,184 
Partner Companies
 
 
Investments in and Advances to Affiliates [Line Items]
 
 
Equity method investments
102,931 
104,545 
Cost method investments
10,000 
 
Private Equity Fund
 
 
Investments in and Advances to Affiliates [Line Items]
 
 
Equity method investments
3,810 
5,784 
Cost method investments
$ 2,634 
$ 2,984 
Ownership Interests in and Advances to Partner Companies and Funds - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 9 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 2 Months Ended 12 Months Ended
May 31, 2008
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2012
Goodwill
Dec. 31, 2012
Intangible Assets
Dec. 31, 2012
Equity Method Investment
Dec. 31, 2011
Equity Method Investment
Dec. 31, 2010
Equity Method Investment
Dec. 31, 2012
Penn Mezzanine
Dec. 31, 2012
Penn Mezzanine
Impairment charge related to loan participation
Dec. 31, 2012
Penn Mezzanine
Equity participation
Dec. 31, 2012
Penn Mezzanine
Warrants
Jun. 30, 2011
Advanced BioHealing
Apr. 30, 2012
Avid
Dec. 31, 2010
Avid
Dec. 31, 2012
Avid
Dec. 31, 2012
Avid
Maximum
Aug. 31, 2012
Portico
Jun. 30, 2012
Portico
Jul. 31, 2011
Portico
Dec. 31, 2010
Clarient
Sep. 30, 2010
Clarient
Dec. 31, 2012
PixelOptics, Inc.
Equity Method Investment
Jun. 30, 2012
PixelOptics, Inc.
Equity Method Investment
Dec. 31, 2012
PixelOptics, Inc.
Equity Method Investment
Dec. 31, 2011
Swap.com
Equity Method Investment
Dec. 31, 2011
SafeCentral, Inc.
Equity Method Investment
Dec. 31, 2010
SafeCentral, Inc.
Equity Method Investment
Dec. 31, 2010
Molecular Biometrics, Inc.
Equity Method Investment
Dec. 31, 2010
Garnet BioTherapeutics, Inc.
Equity Method Investment
Dec. 31, 2010
Acelerate, Inc.
Equity Method Investment
Dec. 31, 2010
Quinnova Pharmaceuticals
Dec. 31, 2012
Quinnova Pharmaceuticals
Dec. 31, 2012
Private equity funds
Dec. 31, 2010
Cost Method Partner Companies
Oct. 23, 2012
Nupathe
Dec. 31, 2012
Nupathe
Dec. 31, 2012
Nupathe
Dec. 31, 2011
Nupathe
Dec. 31, 2010
Nupathe
Dec. 31, 2012
Tengion
Investment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recognized impairment charges
 
 
 
 
 
 
$ 5,000,000 
$ 7,100,000 
$ 4,800,000 
$ 2,500,000 
$ 2,000,000 
$ 400,000 
$ 100,000 
 
 
 
 
 
 
 
 
 
 
$ 1,300,000 
$ 3,700,000 
$ 5,000,000 
$ 5,700,000 
$ 1,400,000 
$ 1,500,000 
$ 1,800,000 
$ 1,100,000 
$ 400,000 
 
 
$ 400,000 
$ 2,100,000 
 
 
$ 300,000 
$ 7,500,000 
$ 1,100,000 
 
Cost basis in available-for-sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
Value of preferred stock and warrants purchased
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
 
 
 
 
 
Shares of preferred stock convertible into common shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500 
 
 
 
 
 
Conversion of each preferred stock into common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000 
 
 
 
 
 
Conversion price of common stock per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 2.00 
 
 
 
 
 
Shares of common stock to be purchased upon exercise of warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
Recognition of unrealized gains on mark-to-market of ownership interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,400,000 
4,600,000 
 
 
 
Proceeds from sales of and distributions from companies and funds
6,400,000 
17,596,000 
171,268,000 
183,813,000 
 
 
 
 
 
 
 
 
 
138,200,000 
 
32,300,000 
 
 
 
 
32,800,000 
 
 
 
 
 
 
 
 
 
 
 
2,600,000 
 
 
 
 
 
 
 
 
 
Proceeds from milestone payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,600,000 
 
 
54,000,000 
3,400,000 
1,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,200,000 
 
 
 
 
 
 
 
 
Amount held in escrow amount
 
 
 
 
 
 
 
 
 
 
 
 
 
7,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds in connection with expiration of escrow period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from achievement of milestone, period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain recognized from sale of business through milestone achievement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,200,000 
 
 
 
 
 
 
 
 
Gross proceeds from sale of interest in partner companies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
153,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retention bonuses paid to Clarient management
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from sale of interest in partner companies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
146,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on sale of interest in partner companies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
43,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying value of equity method investment in excess of shares of net assets of partner companies
 
68,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity method investments allocation of excess fair value
 
 
 
 
$ 42,900,000 
$ 25,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Results of Operations of Clarient (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 9 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Sep. 30, 2010
Clarient
Results of Operations:
 
 
 
 
Revenue
$ 188,989 
$ 116,957 
$ 238,477 
$ 86,803 
Operating income
97,403 
63,009 
162,397 
3,564 
Net income from continuing operations
$ (78,142)
$ (38,837)
$ (23,397)
$ 2,914 
Unaudited Financial Information for Partner Companies and Funds (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
 
 
Current assets
$ 168,246 
$ 156,497 
Non-current assets
74,555 
72,911 
Total assets
242,801 
229,408 
Current liabilities
125,491 
64,568 
Non-current liabilities
37,384 
33,856 
Shareholders' equity
79,926 
130,984 
Total liabilities and shareholders' equity
$ 242,801 
$ 229,408 
Results of Operations of Partner Companies and Funds (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Results of Operations:
 
 
 
Revenue
$ 188,989 
$ 116,957 
$ 238,477 
Gross profit
97,403 
63,009 
162,397 
Net loss
$ (78,142)
$ (38,837)
$ (23,397)
Acquisitions of Ownership Interests in Partner Companies and Funds - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 33 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 2 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 1 Months Ended 37 Months Ended 1 Months Ended 12 Months Ended 6 Months Ended 7 Months Ended 1 Months Ended 4 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended
Aug. 31, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Sep. 30, 2012
ThingWorx, Inc.
Feb. 28, 2011
ThingWorx, Inc.
Apr. 30, 2011
PixelOptics, Inc.
Dec. 31, 2012
PixelOptics, Inc.
Aug. 31, 2012
MediaMath, Inc.
Dec. 31, 2012
MediaMath, Inc.
Feb. 29, 2012
Spongecell
Dec. 31, 2011
Hoopla Software, Inc.
Nov. 30, 2011
Medivo, Inc.
Sep. 30, 2011
Putney, Inc.
Aug. 31, 2011
Swap.com
Jun. 30, 2011
NovaSom, Inc.
Apr. 30, 2009
Portico
Dec. 31, 2010
Portico
Dec. 31, 2010
AdvantEdge Healthcare Solutions, Inc.
Dec. 31, 2009
AdvantEdge Healthcare Solutions, Inc.
Mar. 31, 2010
AdvantEdge Healthcare Solutions, Inc.
Sep. 30, 2010
Clarient
Nov. 30, 2012
DriveFactor Inc.
Dec. 31, 2011
DriveFactor Inc.
Oct. 31, 2012
Good Start Genetics, Inc.
Dec. 31, 2010
Good Start Genetics, Inc.
Oct. 31, 2012
NuPathe
Aug. 31, 2010
NuPathe
Apr. 30, 2010
NuPathe
Aug. 31, 2009
NuPathe
Aug. 31, 2012
Penn Mezzanine
Jan. 31, 2012
Penn Mezzanine
Aug. 31, 2011
Penn Mezzanine
Dec. 31, 2012
Penn Mezzanine
Dec. 31, 2011
Penn Mezzanine
Dec. 31, 2012
Penn Mezzanine
Maximum
Jul. 31, 2012
Alverix, Inc.
Oct. 31, 2011
Alverix, Inc.
Feb. 29, 2012
Lumesis
Oct. 31, 2009
Quinnova Pharmaceuticals
Sep. 30, 2010
Quinnova Pharmaceuticals
Apr. 30, 2010
Tengion
Dec. 31, 2008
Tengion
Dec. 31, 2012
Crescendo Bioscience, Inc.
Dec. 31, 2012
Appfirst
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under the equity method, percentage
 
 
 
 
 
 
 
 
 
 
23.10% 
28.00% 
30.00% 
30.10% 
 
31.70% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36.00% 
 
 
 
 
 
31.60% 
 
 
 
 
12.60% 
35.00% 
Acquisitions of ownership interests in companies and funds, net of cash acquired
 
$ 46,100,000 
$ 85,329,000 
$ 20,418,000 
$ 5,000,000 
$ 5,000,000 
$ 25,000,000 
 
 
$ 16,900,000 
$ 10,000,000 
$ 1,300,000 
$ 6,300,000 
$ 10,000,000 
$ 8,100,000 
$ 20,000,000 
$ 9,300,000 
 
$ 1,800,000 
$ 13,500,000 
 
 
$ 1,800,000 
$ 1,700,000 
$ 5,200,000 
$ 6,800,000 
 
 
 
 
 
 
$ 3,900,000 
$ 13,900,000 
 
$ 26,100,000 
 
$ 7,600,000 
$ 2,200,000 
$ 5,000,000 
 
 
 
$ 10,000,000 
$ 6,500,000 
Acquisitions of ownership interests in companies as available-for-sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
3,500,000 
 
12,000,000 
 
 
 
 
 
 
 
 
 
 
 
1,500,000 
7,500,000 
 
 
Number of preferred stock units and warrants purchased
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible bridge loan
 
 
 
 
 
 
 
6,600,000 
 
 
 
 
 
 
2,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,700,000 
 
 
 
 
 
 
 
1,200,000 
 
 
 
700,000 
 
 
 
 
Shares of common stock to be purchased with preferred stock units and warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company fund amount for convertible debt
 
 
 
 
 
 
 
 
1,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund amount for participations in loan and equity interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,700,000 
2,500,000 
 
 
9,700,000 
 
 
 
 
 
 
 
 
 
 
Fund amount for participations in loan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,500,000 
2,300,000 
 
 
8,100,000 
 
 
 
 
 
 
 
 
 
 
Fund amount for participations in equity interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
200,000 
 
 
1,300,000 
 
 
 
 
 
 
 
 
 
 
Fund amount for participations in warrants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000 
 
 
 
300,000 
 
 
 
 
 
 
 
 
 
 
Company funded for early and growth stage
400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of limited partnership interest
9.40% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mezzanine debt financing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company fund amount for short-term loan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants exercised, value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
Dec. 31, 2012
Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash held in escrow
$ 6,434 
$ 6,433 
Recurring |
Carrying Value
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
66,029 
83,187 
Cash held in escrow
6,434 
6,433 
Restricted cash equivalents
10 
12,265 
Available-for-sale securities
58 
5,184 
Warrant participations
423 
276 
Marketable securities - held-to-maturity, Fair Value Measurement
140,016 
174,385 
Recurring |
Fair Value Measurement |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and cash equivalents
66,029 
83,187 
Cash held in escrow
6,434 
6,433 
Restricted cash equivalents
10 
12,265 
Available-for-sale securities
58 
5,184 
Marketable securities - held-to-maturity, Fair Value Measurement
140,016 
174,385 
Recurring |
Fair Value Measurement |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Warrant participations
423 
276 
Recurring |
NuPathe |
Carrying Value |
Common Stock
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Ownership interest
8,897 
 
Recurring |
NuPathe |
Carrying Value |
Preferred stock, warrants and options
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Ownership interest
12,075 
 
Recurring |
NuPathe |
Fair Value Measurement |
Common Stock |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Ownership interest
8,897 
 
Recurring |
NuPathe |
Fair Value Measurement |
Preferred stock, warrants and options |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Ownership interest
12,075 
 
Recurring |
Commercial Paper |
Carrying Value
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
50,932 
42,919 
Recurring |
Commercial Paper |
Fair Value Measurement |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
50,932 
42,919 
Recurring |
U.S. Treasury Bills |
Carrying Value
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
21,352 
17,555 
Recurring |
U.S. Treasury Bills |
Fair Value Measurement |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
21,352 
17,555 
Recurring |
Government agency bonds |
Carrying Value
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
45,909 
80,712 
Recurring |
Government agency bonds |
Fair Value Measurement |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
45,909 
80,712 
Recurring |
Certificates of deposit |
Carrying Value
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
21,823 
31,903 
Recurring |
Certificates of deposit |
Fair Value Measurement |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
21,823 
31,903 
Recurring |
Corporate bonds |
Carrying Value
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
 
1,296 
Recurring |
Corporate bonds |
Fair Value Measurement |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable securities - held-to-maturity, Fair Value Measurement
 
$ 1,296 
Fair Value Measurements - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
PixelOptics, Inc.
Dec. 31, 2012
Private equity funds
Dec. 31, 2011
Swap.com
Dec. 31, 2011
SafeCentral, Inc.
Dec. 31, 2012
Penn Mezzanine
Dec. 31, 2012
Level 3
PixelOptics, Inc.
Dec. 31, 2012
Level 3
Private equity funds
Dec. 31, 2011
Level 3
Swap.com
Dec. 31, 2011
Level 3
SafeCentral, Inc.
Schedule of Available-for-sale Securities [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Marketable securities, current
$ 110,957,000 
$ 158,098,000 
 
 
 
 
 
 
 
 
 
Marketable securities, non current
29,059,000 
16,287,000 
 
 
 
 
 
 
 
 
 
Amount of gain associated with mark-to-market adjustments
 
 
 
 
 
 
200,000 
 
 
 
 
Impairment charges
 
 
5,000,000 
400,000 
 
1,400,000 
2,500,000 
 
 
 
 
Fair market value of investment
 
 
 
 
 
 
 
11,800,000 
1,900,000 
800,000 
Impairment charges
 
 
 
 
$ 5,700,000 
 
 
 
 
 
 
Property and Equipment (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment [Line Items]
 
 
Property and equipment, gross
$ 1,609 
$ 1,544 
Accumulated depreciation
(1,416)
(1,316)
Property and equipment, net
193 
228 
Building and improvements
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and equipment, gross
607 
547 
Office Equipment
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and equipment, gross
$ 1,002 
$ 997 
Carrying Values of Convertible Senior Debentures (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Debt Instrument [Line Items]
 
 
Convertible senior debentures-non-current
$ 48,991 
$ 45,694 
Convertible Senior Debentures due 2018
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures
48,483 
 
Convertible Senior Debentures due 2014
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures
67 
45,253 
Convertible Senior Debentures due 2024
 
 
Debt Instrument [Line Items]
 
 
Convertible senior debentures
$ 441 
$ 441 
Convertible Debentures and Credit Arrangements - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Nov. 30, 2012
Convertible Senior Debentures due 2018
Dec. 31, 2012
Convertible Senior Debentures due 2018
Nov. 30, 2012
Convertible Senior Debentures due 2014
Dec. 31, 2012
Convertible Senior Debentures due 2014
Dec. 31, 2011
Convertible Senior Debentures due 2014
Dec. 31, 2012
Convertible Senior Debentures due 2024
Mar. 21, 2011
Convertible Senior Debentures due 2024
Dec. 31, 2004
Convertible Senior Debentures due 2024
Dec. 31, 2012
Convertible Senior Debentures due 2024
Scenario 1
Dec. 31, 2012
Convertible Senior Debentures due 2024
Scenario 2
Dec. 31, 2012
Credit Arrangements
Dec. 31, 2012
Credit Arrangements
Landlord of CompuCom Systems
Dec. 31, 2012
Credit Arrangements
After Amendment
Dec. 31, 2012
Minimum
Convertible Senior Debentures due 2018
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate principal amount of convertible senior debentures
 
 
$ 55,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate on debentures
 
 
5.25% 
8.70% 
10.125% 
 
 
 
 
 
 
 
 
 
 
 
Convertible senior debentures, expiration year
 
 
2018 
 
2014 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument Interest Payment Terms
 
 
Interest on the 2018 Debentures is payable semi-annually on May 15 and November 15. 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on retirement of debt
 
 
 
 
7,900,000 
 
 
 
 
 
 
 
 
 
 
 
Convertible senior debentures, convertible latest date
 
 
 
Nov. 15, 2017 
 
 
 
Mar. 14, 2024 
 
 
 
 
 
 
 
 
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 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 
 
 
 
 
 
 
 
 
 
 
 
 
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 
 
 
 
 
 
 
 
 
 
 
 
 
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 
 
 
 
 
 
 
 
 
 
 
 
 
Closing price is percentage of conversion price
 
 
 
98.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion rate of common stock
 
 
 
$ 55.17 
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount of convertible debentures
 
 
 
1,000 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion price (in dollars per share)
 
 
 
$ 18.13 
 
$ 16.50 
 
$ 43.3044 
 
 
 
 
 
 
 
 
Closing price for common stock
 
 
 
$ 14.75 
 
 
 
 
 
 
 
 
 
 
 
 
Cash redemption description
 
 
 
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 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. 
 
 
 
 
 
 
 
 
 
 
 
 
Debentures redemption price
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Sales price of common stock to conversion price
 
 
 
140.00% 
 
 
 
 
 
 
 
 
 
 
 
 
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 
 
100,000 
 
400,000 
 
 
 
 
 
 
 
 
Fair value of Debentures outstanding
58,300,000 
 
 
57,800,000 
 
100,000 
 
400,000 
 
 
 
 
 
 
 
 
Gross carrying amount of equity component
 
 
 
6,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount of liability component
 
 
 
55,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized discount
 
 
 
6,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying value of liability component
 
 
 
48,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
Additional interest expenses
 
 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
 
Cost associated with issuance of debentures
 
 
 
1,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred debt issuance cost
 
 
 
1,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
Offset against the carrying amount of equity component
 
 
 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate face value of convertible senior debentures
 
 
 
 
 
46,900,000 
 
 
 
150,000,000 
 
 
 
 
 
 
Credit facility maturity date
 
 
 
 
 
Mar. 15, 2014 
 
Mar. 15, 2024 
 
 
 
 
 
 
Dec. 31, 2014 
 
Debentures repurchased by the entity
 
 
 
 
58,700,000 
 
 
 
30,800,000 
 
 
 
 
 
 
 
Convertible senior debentures, interest payment description
 
 
 
 
 
Interest on the 2014 Debentures is payable semi-annually on March 15 and September 15. 
 
Semi-annually 
 
 
 
 
 
 
 
 
Convertible senior debentures, optional repurchase date
 
 
 
 
 
 
 
 
 
 
Mar. 20, 2014 
Mar. 20, 2019 
 
 
 
 
Percentage of face amount which is equal to repurchase price for providing optional conversion of debentures
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
Description of conversion for convertible senior debentures
 
 
 
 
 
 
 
The remaining 2024 Debentures 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. 
 
 
 
 
 
 
 
 
Loss on repurchase of debt instrument
 
 
 
 
 
7,900,000 
 
 
 
 
 
 
 
 
 
 
Approximate amount in escrow account placed by the entity
 
 
 
 
 
19,000,000 
 
 
 
 
 
 
 
 
 
 
Interest payments through escrow account
 
 
 
 
 
4,800,000 
4,800,000 
 
 
 
 
 
 
 
 
 
Total amount reflected in Restricted cash equivalents
10,000 
5,137,000 
 
 
 
7,700,000 
 
 
 
 
 
 
 
 
 
 
Convertible senior debentures, convertible earliest date
 
 
 
 
 
Mar. 15, 2013 
 
 
 
 
 
 
 
 
 
 
Number of share equivalent to $1,000 of 2014 Convertible debt outstanding
 
 
 
 
 
60.6061 
 
 
 
 
 
 
 
 
 
 
Principal amount of notes which are convertible into 60.6061 shares of common stock
 
 
 
 
 
1,000 
 
 
 
 
 
 
 
 
 
 
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% 
 
 
 
Letter of credit under the credit facility
 
 
 
 
 
 
 
 
 
 
 
 
 
6,300,000 
 
 
Amount available for borrowing under revolving credit facility
 
 
 
 
 
 
 
 
 
 
 
 
$ 43,700,000 
 
 
 
Letter of credit expiration date
 
 
 
 
 
 
 
 
 
 
 
 
 
Mar. 19, 2019 
 
 
Accrued Expenses (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Accrued Expenses [Line Items]
 
 
Accrued interest
$ 335 
$ 1,403 
Other
2,266 
2,287 
Accrued expenses and other current liabilities
$ 2,601 
$ 3,690 
Equity - Additional Information (Detail) (USD $)
Dec. 31, 2012
Dec. 31, 2011
Equity Note [Line Items]
 
 
Preferred stock, par value
$ 0.10 
$ 0.10 
Preferred stock, shares authorized
1,000,000 
1,000,000 
Preferred stock, shares outstanding
Stock-Based Compensation - Additional Information (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2012
2004 Equity Compensation Plan
Dec. 31, 2012
2001 Associates Equity Compensation Plan
Dec. 31, 2012
1999 Equity Compensation Plan
Dec. 31, 2012
Deferred stock units
Dec. 31, 2011
Deferred stock units
Dec. 31, 2010
Deferred stock units
Dec. 31, 2012
Restricted Stock
Dec. 31, 2011
Restricted Stock
Dec. 31, 2010
Restricted Stock
Dec. 31, 2012
Restricted Stock
Non-employees
Dec. 31, 2010
Restricted Stock
Non-employees
Dec. 31, 2012
Market-based awards
Dec. 31, 2011
Market-based awards
Dec. 31, 2010
Market-based awards
Dec. 31, 2012
Performance-based awards
Sep. 30, 2011
Performance-based awards
Dec. 31, 2010
Performance-based awards
Dec. 31, 2012
Service-based awards
Dec. 31, 2011
Service-based awards
Dec. 31, 2010
Service-based awards
Dec. 31, 2012
Service Based Awards
Dec. 31, 2012
Performance-based stock units
Dec. 31, 2011
Performance-based stock units
Dec. 31, 2010
Performance-based stock units
Dec. 31, 2012
Unrestricted Shares
Dec. 31, 2012
Deferred stock units, performance-based stock units and restricted stock
Dec. 31, 2011
Deferred stock units, performance-based stock units and restricted stock
Dec. 31, 2010
Deferred stock units, performance-based stock units and restricted stock
Dec. 31, 2011
Employee stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of shares authorized for issuance
 
 
 
2,200,000 
900,000 
1,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options issued
 
 
 
 
 
 
 
 
 
30,000 
20,000 
25,000 
 
 
180,000 
193,000 
130,000 
113,000 
121,000 
95,000 
 
90,000 
61,000 
74,000 
53,000 
 
 
 
85,000 
Reserved shares of common stock for possible future issuance
4,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options vested
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
110,000 
21,000 
14,000 
56,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options canceled or forfeited
13,000 
293,000 
50,000 
 
 
 
 
 
 
 
 
 
 
 
6,000 
125,000 
10,000 
6,000 
108,000 
6,000 
1,000 
60,000 
9,000 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.1 
$ 0.1 
$ 0.4 
$ 1.2 
$ 1.7 
$ 0.2 
$ 0.3 
$ 0.1 
$ 0.7 
$ 0.8 
$ 1.2 
 
 
 
 
 
$ 0.7 
$ 0.7 
$ 0.8 
 
Stock-based compensation, maximum number of unvested shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expiration period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance based maximum number of unvested shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
809,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expiration term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8 years 
 
 
 
 
 
 
 
 
 
 
 
Vesting period
 
 
 
 
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
 
4 years 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average grant date fair value of options issued
$ 7.45 
$ 8.28 
$ 7.42 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total intrinsic value of options exercised
1.2 
0.9 
0.4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total unrecognized compensation cost related to non-vested stock options granted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.1 
 
 
3.4 
 
 
 
 
 
0.9 
 
 
 
 
 
 
 
 
Total unrecognized compensation cost, weighted-average period for recognition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 year 
 
 
2 years 7 months 6 days 
 
 
 
 
 
2 years 6 months 
 
 
 
 
 
 
 
 
Percentage of shares vesting on the first anniversary of grant
 
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of shares vesting after the first anniversary of grant
 
 
 
 
 
 
 
 
 
75.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred stock units issued to directors
 
 
 
 
 
 
25,000 
28,000 
32,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting term
 
 
 
 
 
 
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 generally vest one year following the grant date. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted to restricted shares to members of its advisory boards
 
 
 
 
 
 
 
 
 
 
 
 
5,000 
2,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
151,000 
109,000 
 
 
Awards generally vest
 
 
 
 
 
 
 
 
 
 
 
 
1 year 
1 year 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share based compensation arrangement by share based payment award equity instruments other than options issued in period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.5 
 
 
 
Total fair value of stock-based compensation vested
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.9 
$ 2.0 
$ 1.8 
 
Stock-Based Compensation Expense (Detail) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation expense
$ 2,014 
$ 3,052 
$ 3,777 
General and Administrative Expense
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
Stock-based compensation expense
$ 2,014 
$ 3,052 
$ 3,777 
Assumptions used in Valuation of Options Granted (Detail)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Service-based awards
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Dividend yield
0.00% 
0.00% 
0.00% 
Expected volatility
56.00% 
57.00% 
58.00% 
Average expected option life
5 years 
5 years 
5 years 
Risk-free interest rate
0.80% 
1.40% 
2.00% 
Performance-based awards
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
Dividend yield
0.00% 
0.00% 
0.00% 
Expected volatility
55.00% 
57.00% 
58.00% 
Average expected option life
5 years 6 months 
5 years 9 months 18 days 
4 years 10 months 24 days 
Risk-free interest rate
0.80% 
0.90% 
2.00% 
Option Activity (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Shares
 
 
 
Outstanding, Beginning Balance
3,218 
3,321 
3,268 
Options granted
293 
314 
224 
Options canceled/forfeited
(13)
(293)
(50)
Outstanding, Ending Balance
3,287 
3,218 
3,321 
Options exercisable
1,320 
 
 
Options vested and expected to vest
2,854 
 
 
Shares available for future grant
252 
 
 
Weighted Average Exercise Price
 
 
 
Outstanding, Beginning Balance
$ 10.32 
$ 9.83 
$ 9.51 
Options granted
$ 14.91 
$ 16.55 
$ 14.65 
Options exercised
$ 10.22 
$ 11.32 
$ 9.16 
Options canceled/forfeited
$ 13.48 
$ 11.03 
$ 12.13 
Outstanding, Ending Balance
$ 10.72 
$ 10.32 
$ 9.83 
Options exercisable
$ 9.93 
 
 
Options vested and expected to vest
$ 10.39 
 
 
Weighted Average Remaining Contractual Life (In Years)
 
 
 
Outstanding, Contractual life
3 years 6 months 18 days 
 
 
Options exercisable
2 years 3 months 26 days 
 
 
Options vested and expected to vest
3 years 18 days 
 
 
Aggregate Intrinsic Value
 
 
 
Outstanding intrinsic value
$ 14,146 
 
 
Options exercisable
6,646 
 
 
Options vested and expected to vest
$ 13,113 
 
 
Stock Option
 
 
 
Shares
 
 
 
Options exercised
(211)
(124)
(121)
Deferred Stock Unit, Performance-Based Stock Unit and Restricted Stock Activity (Detail) (Deferred stock units, performance-based stock units and restricted stock, USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Deferred stock units, performance-based stock units and restricted stock
 
 
Unvested, shares
 
 
Unvested, Beginning Balance
253 
298 
Granted
151 
109 
Vested
(53)
(116)
Forfeited
(4)
(38)
Unvested, Ending Balance
347 
253 
Weighted Average Grant Date Fair Value
 
 
Unvested, Beginning Balance
$ 13.10 
$ 10.09 
Granted
$ 15.00 
$ 15.93 
Vested
$ 13.06 
$ 8.16 
Forfeited
$ 13.67 
$ 12.73 
Unvested ,Ending Balance
$ 13.85 
$ 13.10 
Other Income (Loss), Net (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Component of Operating Other Cost and Expense [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Gain on sale of companies and funds, net
 
 
 
 
 
 
 
 
$ 9,004 
 
$ 63,247 
Gain on mark-to-market of holdings in fair value method partner companies
 
 
 
 
 
 
 
 
11,035 
 
22,394 
Other than temporary impairment on available-for-sale securities
(260)
 
 
 
(7,451)
 
 
 
(260)
(7,451)
(1,108)
Other
 
 
 
 
 
 
 
 
293 
1,306 
711 
Other income (loss), net
1,344 
91 
4,819 
3,084 
(4,754)
(324)
(775)
(292)
9,338 
(6,145)
74,809 
Cost method partner companies and private equity funds
 
 
 
 
 
 
 
 
 
 
 
Component of Operating Other Cost and Expense [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Impairment charges
 
 
 
 
 
 
 
 
(350)
 
(2,146)
Penn Mezzanine
 
 
 
 
 
 
 
 
 
 
 
Component of Operating Other Cost and Expense [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Impairment charges
 
 
 
 
 
 
 
 
(2,489)
 
 
Debt Repurchase
 
 
 
 
 
 
 
 
 
 
 
Component of Operating Other Cost and Expense [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Loss on convertible debentures
 
 
 
 
 
 
 
 
(7,895)
 
 
Debt Exchange
 
 
 
 
 
 
 
 
 
 
 
Component of Operating Other Cost and Expense [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Loss on convertible debentures
 
 
 
 
 
 
 
 
 
 
$ (8,289)
Income Taxes - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Income Taxes [Line Items]
 
 
 
Federal income tax expense (benefit)
$ 0 
$ 0 
$ 0 
State income tax expense (benefit)
Statutory tax (benefit) expense
(35.00%)
35.00% 
35.00% 
Net operating loss carryforwards
$ 204,209,000 
 
 
Differences Between United States Federal Income Tax Rate and Effective Income Tax Rate (Detail)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Schedule Of Effective Tax Rates Line Items
 
 
 
Statutory tax (benefit) expense
(35.00%)
35.00% 
35.00% 
Increase (decrease) in taxes resulting from:
 
 
 
Valuation allowance
34.70% 
(35.30%)
(47.40%)
Other adjustments
0.30% 
0.30% 
1.70% 
Nondeductible loss on exchange of convertible senior debentures
 
 
10.70% 
Effective Income Tax Rate, Continuing Operations, Total
0.00% 
0.00% 
0.00% 
Deferred Tax Assets and Deferred Tax Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Dec. 31, 2011
Deferred tax asset (liability):
 
 
Carrying values of partner companies and other holdings
$ 52,602 
$ 50,041 
Tax loss and credit carryforwards
75,369 
59,626 
Accrued expenses
1,860 
1,838 
Stock-based compensation
7,942 
7,580 
Other
1,557 
1,047 
Deferred tax asset
139,330 
120,132 
Valuation allowance
(139,330)
(120,132)
Net deferred tax liability
   
   
Carryforwards Expiration (Detail) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2012
Operating Loss Carryforwards [Line Items]
 
2013
   
2014
   
2015
   
2016
   
2017 and thereafter
204,209 
Total
$ 204,209 
Calculations of Net Income (Loss) Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Basic:
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$ (10,808)
$ (8,757)
$ (10,137)
$ (9,660)
$ (24,539)
$ 22,331 
$ 121,815 
$ (9,010)
$ (39,362)
$ 110,597 
$ 26,609 
Average common shares outstanding
 
 
 
 
 
 
 
 
20,974 
20,764 
20,535 
Net income (loss) per share
$ (0.51)1
$ (0.42)1
$ (0.48)1
$ (0.46)1
$ (1.18)1
$ 1.07 1
$ 5.87 1
$ (0.44)1
$ (1.88)
$ 5.33 
$ 1.30 
Diluted:
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
(10,808)
(8,757)
(10,137)
(9,660)
(24,539)
22,331 
121,815 
(9,010)
(39,362)
110,597 
26,609 
Interest on convertible senior debentures
 
 
 
 
 
 
 
 
 
5,750 
 
Net income (loss) for diluted per share calculation
 
 
 
 
 
 
 
 
$ (39,362)
$ 116,347 
$ 26,609 
Number of shares used in basic per share computation
 
 
 
 
 
 
 
 
20,974 
20,764 
20,535 
Number of shares used in diluted per share computation
 
 
 
 
 
 
 
 
20,974 
24,522 
21,507 
Net income (loss) per share
$ (0.51)1
$ (0.42)1
$ (0.48)1
$ (0.46)1
$ (1.18)1
$ 0.98 1
$ 5.05 1
$ (0.46)1
$ (1.88)
$ 4.74 
$ 1.24 
Convertible Senior Debentures
 
 
 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
 
 
 
Convertible senior debentures
 
 
 
 
 
 
 
 
 
3,009 
 
Unvested restricted stock and DSUs
 
 
 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
 
 
 
Stock options
 
 
 
 
 
 
 
 
 
60 
115 
Employee stock options
 
 
 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
 
 
 
Stock options
 
 
 
 
 
 
 
 
 
689 
857 
Net Income (Loss) Per Share - Additional Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Shares of common stock at prices ranging, lower limit
$ 3.93 
$ 18.78 
$ 10.10 
Shares of common stock at prices ranging, upper limit
$ 18.80 
$ 21.36 
$ 21.36 
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
3,300 
100 
600 
Deferred stock units, performance-based stock units and restricted stock
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Share of common stock excluded from diluted net loss per share calculation
300 
 
Convertible Senior Debentures due 2024
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Share of common stock excluded from diluted net loss per share calculation
 
 
700 
Convertible Senior Debentures due 2014
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Share of common stock excluded from diluted net loss per share calculation
 
 
2,800 
Convertible Senior Debentures due 2018
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Share of common stock excluded from diluted net loss per share calculation
3,000 
 
 
Related Party Transactions - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
1 Months Ended 12 Months Ended
May 31, 2001
Dec. 31, 2012
Dec. 31, 2011
Related Party Transaction [Line Items]
 
 
 
Loan agreement
$ 26.5 
 
 
Impairment charges against loan
 
15.7 
 
Receipt in payments on loan
 
16.9 
 
Cash received from sale of collateral
 
 
0.1 
Loan, carrying value
 
$ 0 
 
Commitments and Contingencies - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended
May 31, 2008
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Lease expiration year
 
2016 
 
 
Total rental expense under operating leases
 
$ 600,000 
$ 500,000 
$ 500,000 
Future minimum lease payments under non-cancelable operating leases 2013
 
600,000 
 
 
Future minimum lease payments under non-cancelable operating leases 2014
 
500,000 
 
 
Future minimum lease payments under non-cancelable operating leases 2015
 
 
 
Future minimum lease payments under non-cancelable operating leases 2016
 
 
 
Future minimum lease payments under non-cancelable operating leases thereafter
 
 
 
Company outstanding guarantees
 
3,800,000 
 
 
Other long-term liabilities
 
3,921,000 
4,146,000 
 
Proceeds from sales of and distributions from companies and funds
6,400,000 
17,596,000 
171,268,000 
183,813,000 
Guarantee lease expiration year of Laureate Pharma's
 
2016 
 
 
Annual payments
 
650,000 
 
 
Clawback Liability
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Accrued expenses and other current liabilities
 
1,300,000 
 
 
Company's ownership in the funds
 
19.00% 
 
 
Employee Severance
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Company outstanding guarantees
 
4,200,000 
 
 
Letter of credit
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Company outstanding guarantees
 
6,300,000 
 
 
Letter of credit expiration date
 
Mar. 19, 2019 
 
 
Property lease guarantee Laureate Pharma's
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Remaining lease payments
 
4,800,000 
 
 
Accrued expenses and other current liabilities
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Liability to former chairman and chief executive officer, current
 
800,000 
 
 
Accrued expenses and other current liabilities |
Clawback Liability
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Accrued expenses
 
1,000,000 
 
 
Other long-term liabilities
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Liability to former chairman and chief executive officer, non-current
 
2,900,000 
 
 
Other long-term liabilities |
Clawback Liability
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Other long-term liabilities
 
300,000 
 
 
Private equity funds
 
 
 
 
Commitment Contingencies And Guarantees [Line Items]
 
 
 
 
Committed capital of private equity funds
 
$ 100,000 
 
 
Supplemental Cash Flow Information - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Cash Flow Supplemental Disclosures [Line Items]
 
 
 
Converted advances to partner companies
$ 0.4 
 
$ 2.7 
Interest payments
0.8 
0.4 
1.5 
Cash paid for taxes
Convertible Senior Debentures due 2014
 
 
 
Cash Flow Supplemental Disclosures [Line Items]
 
 
 
Interest payments
4.8 
4.8 
2.2 
Convertible Senior Debentures due 2024
 
 
 
Cash Flow Supplemental Disclosures [Line Items]
 
 
 
Aggregate face value of convertible senior debentures
 
 
$ 46.9 
Operating Segments - Additional Information (Detail) (USD $)
12 Months Ended 1 Months Ended 3 Months Ended
Dec. 31, 2012
Entity
Dec. 31, 2011
Dec. 31, 2010
Aug. 31, 2011
Penn Mezzanine
Dec. 31, 2011
Penn Mezzanine
Dec. 31, 2012
Other Items
Dec. 31, 2011
Other Items
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
Ownership interest under the equity method, percentage
 
 
 
36.00% 
 
 
 
Acquisitions of ownership interests in companies and funds, net of cash acquired
$ 46,100,000 
$ 85,329,000 
$ 20,418,000 
$ 3,900,000 
 
 
 
Fund amount for participations in loan and equity interests
 
 
 
 
9,700,000 
 
 
Non-consolidated partner companies
18 
 
 
 
 
 
 
Total assets included cash, cash equivalents, cash held in escrow and marketable securities
 
 
 
 
 
$ 212,500,000 
$ 264,000,000 
Active Partner Companies by Segment (Detail)
Mar. 31, 2011
MediaMath, Inc.
Dec. 31, 2010
MediaMath, Inc.
Dec. 31, 2012
Healthcare
AdvantEdge Healthcare Solutions, Inc.
Dec. 31, 2011
Healthcare
AdvantEdge Healthcare Solutions, Inc.
Dec. 31, 2010
Healthcare
AdvantEdge Healthcare Solutions, Inc.
Dec. 31, 2012
Healthcare
Alverix, Inc.
Dec. 31, 2011
Healthcare
Alverix, Inc.
Dec. 31, 2010
Healthcare
Alverix, Inc.
Dec. 31, 2012
Healthcare
Crescendo Bioscience, Inc.
Dec. 31, 2012
Healthcare
Good Start Genetics, Inc.
Dec. 31, 2011
Healthcare
Good Start Genetics, Inc.
Dec. 31, 2010
Healthcare
Good Start Genetics, Inc.
Dec. 31, 2012
Healthcare
Medivo, Inc.
Dec. 31, 2011
Healthcare
Medivo, Inc.
Dec. 31, 2012
Healthcare
NovaSom, Inc.
Dec. 31, 2011
Healthcare
NovaSom, Inc.
Dec. 31, 2012
Healthcare
NuPathe
Dec. 31, 2011
Healthcare
NuPathe
Dec. 31, 2010
Healthcare
NuPathe
Dec. 31, 2012
Healthcare
PixelOptics, Inc.
Dec. 31, 2011
Healthcare
PixelOptics, Inc.
Dec. 31, 2012
Healthcare
Putney, Inc.
Dec. 31, 2011
Healthcare
Putney, Inc.
Dec. 31, 2012
Technology
Appfirst
Dec. 31, 2012
Technology
Beyond.com, Inc
Dec. 31, 2011
Technology
Beyond.com, Inc
Dec. 31, 2010
Technology
Beyond.com, Inc
Dec. 31, 2012
Technology
Bridgevine, Inc.
Dec. 31, 2011
Technology
Bridgevine, Inc.
Dec. 31, 2010
Technology
Bridgevine, Inc.
Dec. 31, 2012
Technology
DriveFactor Inc.
Dec. 31, 2011
Technology
DriveFactor Inc.
Dec. 31, 2012
Technology
Hoopla Software, Inc.
Dec. 31, 2011
Technology
Hoopla Software, Inc.
Dec. 31, 2012
Technology
Lumesis, Inc.
Dec. 31, 2012
Technology
MediaMath, Inc.
Dec. 31, 2011
Technology
MediaMath, Inc.
Dec. 31, 2010
Technology
MediaMath, Inc.
Dec. 31, 2012
Technology
Spongecell, Inc.
Dec. 31, 2012
Technology
ThingWorx, Inc.
Dec. 31, 2011
Technology
ThingWorx, Inc.
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under equity method, percentage
22.40% 
17.30% 
40.20% 
40.20% 
40.20% 
49.20% 
49.60% 
49.60% 
 
30.00% 
26.30% 
26.30% 
30.00% 
30.00% 
30.30% 
30.30% 
 
 
 
24.60% 
24.70% 
27.60% 
27.60% 
35.00% 
38.30% 
38.30% 
38.30% 
21.70% 
22.80% 
22.80% 
35.40% 
23.90% 
25.30% 
28.00% 
31.60% 
22.20% 1
22.40% 1
17.30% 1
23.10% 
39.80% 
30.20% 
Ownership interest under cost method, percentage
 
 
 
 
 
 
 
 
12.60% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership interest under fair value method, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17.80% 2
17.80% 2
18.10% 2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Active Partner Companies by Segment (Parenthetical) (Detail)
Oct. 23, 2012
NuPathe
Person
Mar. 31, 2011
MediaMath, Inc.
Dec. 31, 2010
MediaMath, Inc.
Schedule of Equity Method Investments [Line Items]
 
 
 
Number of Board of directors
 
 
Ownership interest under equity method, percentage
 
22.40% 
17.30% 
Segment Data from Operations (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Operating loss
$ (4,792)
$ (4,790)
$ (5,148)
$ (4,743)
$ (5,614)
$ (5,100)
$ (5,570)
$ (4,884)
$ (19,473)
$ (21,168)
$ (20,847)
Interest income
736 
696 
595 
899 
455 
278 
324 
367 
2,926 
1,424 
718 
Equity income (loss)
(6,829)
(3,293)
(8,947)
(7,448)
(13,177)
28,922 
129,277 
(2,565)
(26,517)
142,457 
(22,334)
Net income (loss)
(10,808)
(8,757)
(10,137)
(9,660)
(24,539)
22,331 
121,815 
(9,010)
(39,362)
110,597 
26,609 
Assets
374,144 
 
 
 
406,636 
 
 
 
374,144 
406,636 
 
Penn Mezzanine
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Operating loss
 
 
 
 
 
 
 
 
(10)
 
 
Interest income
 
 
 
 
 
 
 
 
1,505 
210 
 
Equity income (loss)
 
 
 
 
 
 
 
 
(317)
(71)
 
Net income (loss)
 
 
 
 
 
 
 
 
(1,136)
139 
 
Assets
12,153 
 
 
 
12,965 
 
 
 
12,153 
12,965 
 
Healthcare
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Equity income (loss)
 
 
 
 
 
 
 
 
(26,544)
121,299 
(12,472)
Net income (loss)
 
 
 
 
 
 
 
 
(6,660)
114,063 
69,972 
Assets
83,500 
 
 
 
72,127 
 
 
 
83,500 
72,127 
 
Technology
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Equity income (loss)
 
 
 
 
 
 
 
 
(119)
21,454 
(9,858)
Net income (loss)
 
 
 
 
 
 
 
 
(119)
21,478 
(9,822)
Assets
58,753 
 
 
 
38,458 
 
 
 
58,753 
38,458 
 
Total Segments
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Operating loss
 
 
 
 
 
 
 
 
(10)
 
 
Interest income
 
 
 
 
 
 
 
 
1,505 
210 
 
Equity income (loss)
 
 
 
 
 
 
 
 
(26,980)
142,682 
(22,330)
Net income (loss)
 
 
 
 
 
 
 
 
(7,915)
135,680 
60,150 
Assets
154,406 
 
 
 
123,550 
 
 
 
154,406 
123,550 
 
Other Items
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Operating loss
 
 
 
 
 
 
 
 
(19,463)
(21,168)
(20,847)
Interest income
 
 
 
 
 
 
 
 
1,421 
1,214 
 
Equity income (loss)
 
 
 
 
 
 
 
 
463 
(225)
(4)
Net income (loss)
 
 
 
 
 
 
 
 
(31,447)
(25,083)
(33,541)
Assets
$ 219,738 
 
 
 
$ 283,086 
 
 
 
$ 219,738 
$ 283,086 
 
Net Loss from Other Items (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) before income taxes
$ (10,808)
$ (8,757)
$ (10,137)
$ (9,660)
$ (24,539)
$ 22,331 
$ 121,815 
$ (9,010)
$ (39,362)
$ 110,597 
$ 26,609 
Income tax benefit (expense)
   
   
   
   
   
   
   
   
   
   
   
Net income (loss)
(10,808)
(8,757)
(10,137)
(9,660)
(24,539)
22,331 
121,815 
(9,010)
(39,362)
110,597 
26,609 
Corporate Operations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) before income taxes
 
 
 
 
 
 
 
 
(31,447)
(25,083)
(33,541)
Income tax benefit (expense)
 
 
 
 
 
 
 
 
   
   
   
Net income (loss)
 
 
 
 
 
 
 
 
$ (31,447)
$ (25,083)
$ (33,541)
Selected Quarterly Financial Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Quarterly Financial Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
General and administrative expense
$ 4,792 
$ 4,790 
$ 5,148 
$ 4,743 
$ 5,614 
$ 5,100 
$ 5,570 
$ 4,884 
$ 19,473 
$ 21,168 
$ 20,847 
Operating loss
(4,792)
(4,790)
(5,148)
(4,743)
(5,614)
(5,100)
(5,570)
(4,884)
(19,473)
(21,168)
(20,847)
Other income (loss), net
1,344 
91 
4,819 
3,084 
(4,754)
(324)
(775)
(292)
9,338 
(6,145)
74,809 
Interest income
736 
696 
595 
899 
455 
278 
324 
367 
2,926 
1,424 
718 
Interest expense
(1,267)
(1,461)
(1,456)
(1,452)
(1,449)
(1,445)
(1,441)
(1,636)
(5,636)
(5,971)
(5,737)
Equity income (loss)
(6,829)
(3,293)
(8,947)
(7,448)
(13,177)
28,922 
129,277 
(2,565)
(26,517)
142,457 
(22,334)
Net income (loss) before income taxes
(10,808)
(8,757)
(10,137)
(9,660)
(24,539)
22,331 
121,815 
(9,010)
(39,362)
110,597 
26,609 
Income tax benefit (expense)
   
   
   
   
   
   
   
   
   
   
   
Net income (loss)
$ (10,808)
$ (8,757)
$ (10,137)
$ (9,660)
$ (24,539)
$ 22,331 
$ 121,815 
$ (9,010)
$ (39,362)
$ 110,597 
$ 26,609 
Net income (loss) per share
 
 
 
 
 
 
 
 
 
 
 
Basic
$ (0.51)1
$ (0.42)1
$ (0.48)1
$ (0.46)1
$ (1.18)1
$ 1.07 1
$ 5.87 1
$ (0.44)1
$ (1.88)
$ 5.33 
$ 1.30 
Diluted
$ (0.51)1
$ (0.42)1
$ (0.48)1
$ (0.46)1
$ (1.18)1
$ 0.98 1
$ 5.05 1
$ (0.46)1
$ (1.88)
$ 4.74 
$ 1.24