Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 24, 2018 | |
Document Documentand Entity Information [Abstract] | ||
Entity Registrant Name | SAFEGUARD SCIENTIFICS INC | |
Entity Central Index Key | 86,115 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 20,560,746 | |
Trading Symbol | SFE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 31,294 | $ 20,751 |
Marketable securities | 3,044 | 4,452 |
Trading securities | 0 | 3,761 |
Prepaid expenses and other current assets | 2,856 | 4,644 |
Total current assets | 37,194 | 33,608 |
Property and equipment, net | 1,435 | 1,513 |
Ownership interests in and advances to partner companies | 132,277 | 134,691 |
Long-term restricted cash equivalents | 0 | 6,336 |
Other assets | 316 | 316 |
Total Assets | 171,222 | 176,464 |
Current Liabilities: | ||
Accounts payable | 237 | 155 |
Accrued compensation and benefits | 2,355 | 3,321 |
Accrued expenses and other current liabilities | 2,889 | 1,851 |
Convertible senior debentures - current | 40,829 | 40,485 |
Total current liabilities | 46,310 | 45,812 |
Other long-term liabilities | 3,341 | 3,535 |
Credit facility | 45,736 | 45,321 |
Total Liabilities | 95,387 | 94,668 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Preferred stock, $0.10 par value; 1,000 shares authorized | 0 | 0 |
Common stock, $0.10 par value; 83,333 shares authorized; 21,573 shares issued at March 31, 2018 and December 31, 2017 | 2,157 | 2,157 |
Additional paid-in capital | 812,796 | 812,536 |
Treasury stock, at cost; 1,012 and 999 shares at March 31, 2018 and December 31, 2017, respectively | (17,441) | (17,308) |
Accumulated deficit | (721,646) | (715,476) |
Accumulated other comprehensive loss | (31) | (113) |
Total Equity | 75,835 | 81,796 |
Total Liabilities and Equity | $ 171,222 | $ 176,464 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 83,333 | 83,333 |
Common stock, shares issued | 21,573 | 21,573 |
Treasury stock, at cost; 1,012 and 999 shares at March 31, 2018 and December 31, 2017, respectively | 1,012 | 999 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
General and administrative expense | $ 5,589 | $ 4,947 |
Operating loss | (5,589) | (4,947) |
Other income (loss) | (1,435) | 249 |
Interest income | 798 | 801 |
Interest expense | (2,690) | (1,198) |
Equity income (loss) | 2,746 | (17,002) |
Net loss before income taxes | (6,170) | (22,097) |
Income tax benefit (expense) | 0 | 0 |
Net loss | $ (6,170) | $ (22,097) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.30) | $ (1.08) |
Diluted (in dollars per share) | $ (0.30) | $ (1.08) |
Weighted average shares used in computing loss per share: | ||
Basic (in shares) | 20,506 | 20,380 |
Diluted (in shares) | 20,506 | 20,380 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net cash used in operating activities | $ (6,774) | $ (6,541) |
Cash Flows from Investing Activities: | ||
Proceeds from sales of and distributions from companies | 3,257 | 15,753 |
Acquisitions of ownership interests in companies | 0 | (4,476) |
Advances and loans to companies | (4,036) | (6,429) |
Repayment of advances and loans to companies | 10,500 | 0 |
Decrease in marketable securities | 1,410 | 10,268 |
Net cash provided by investing activities | 11,131 | 15,116 |
Cash Flows from Financing Activities: | ||
Issuance of Company common stock, net | 0 | 10 |
Tax withholdings related to equity-based awards | (150) | (100) |
Net cash used in financing activities | (150) | (90) |
Net change in cash, cash equivalents and restricted cash equivalents | 4,207 | 8,485 |
Cash, cash equivalents and restricted cash equivalents at beginning of period | 27,087 | 28,394 |
Cash, cash equivalents and restricted cash equivalents at end of period | $ 31,294 | $ 36,879 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Accumulated Deficit | AOCI Attributable to Parent | Common Stock | Additional Paid-in Capital | Treasury Stock |
Balance at Dec. 31, 2017 | $ 81,796 | $ (715,476) | $ (113) | $ 2,157 | $ 812,536 | $ (17,308) |
Balance (in shares) at Dec. 31, 2017 | 21,573 | |||||
Balance (in shares) at Dec. 31, 2017 | 999 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (6,170) | (6,170) | ||||
Issuance of restricted stock, net of tax withholdings | (150) | (17) | $ (133) | |||
Issuance of restricted stock, net of tax withholdings (in shares) | 13 | |||||
Stock-based compensation expense | 277 | 277 | ||||
Other comprehensive income | 82 | 82 | ||||
Balance at Mar. 31, 2018 | $ 75,835 | $ (721,646) | $ (31) | $ 2,157 | $ 812,796 | $ (17,441) |
Balance (in shares) at Mar. 31, 2018 | 21,573 | |||||
Balance (in shares) at Mar. 31, 2018 | 1,012 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,170) | $ (22,097) |
Share of other comprehensive income (loss) of equity method investments | 0 | (2) |
Reclassification adjustment for sale of equity method investments | 82 | 50 |
Total comprehensive loss | $ (6,088) | $ (22,049) |
General
General | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The accompanying unaudited interim Consolidated Financial Statements of Safeguard Scientifics, Inc. (“Safeguard” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America and the interim financial statement rules and regulations of the SEC. In the opinion of management, these statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements. The interim operating results are not necessarily indicative of the results for a full year or for any interim period. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The Consolidated Financial Statements included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-Q and with the Company’s Consolidated Financial Statements and Notes thereto included in the Company’s 2017 Annual Report on Form 10-K. Liquidity As of March 31, 2018 , the Company had $31.3 million of cash and cash equivalents and $3.0 million of marketable securities for a total of $34.3 million . As of March 31, 2018 , the Company had $41.0 million of principal outstanding on its 2018 Debentures, which the Company anticipates refinancing by the maturity date of May 15, 2018, and $50.0 million of principal outstanding on its Credit Facility due in May 2020. The Company currently has $25.0 million of availability under the Credit Facility. In January 2018, Safeguard announced that, from that date forward, the Company will not deploy any capital into new partner company opportunities and will focus on supporting its existing partner companies and maximizing monetization opportunities for partner company interests to enable distributions of net proceeds to shareholders. In that context, the Company will consider initiatives including, among others: the sale of individual partner companies, the sale of certain partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize shareholder value. The Company anticipates distributing to shareholders net proceeds from the sale of partner companies or partner company interests, as applicable, after satisfying its debt obligations and working capital needs. In connection with the Company's change in strategy, in January 2018, the Company implemented an initiative to reduce the operating costs of the Company. In April 2018, the Company announced additional management changes intended to further streamline the Company's organizational structure and further reduce its operating costs. In connection with the changes that the Company has implemented, the Company will incur approximately $3.8 million of severance payments to terminated employees that will be paid over approximately twelve months. The Company anticipates that with these organizational changes and cost reduction initiatives, its ongoing annualized operating expenses excluding interest, depreciation, severance and stock-based compensation, will approximate $8 million to $9 million . In May 2017, the Company entered into a $75.0 million secured, revolving credit facility (“Credit Facility”) with HPS Investment Partners, LLC (“Lender”). As of March 31, 2018, the Company had $50.0 million of principal outstanding on the Credit Facility due in May 2020. The Credit Facility requires the Company to maintain (i) a liquidity threshold of at least $20 million of unrestricted cash; (ii) a tangible net worth, plus unrestricted cash, of at least 1.75 x the amount then outstanding under the Credit Facility; (iii) a minimum aggregate appraised value of the Company’s ownership interests in its partner companies, plus unrestricted cash in excess of the liquidity threshold, of at least $350 million ; and (iv) certain diversification requirements and concentration limits with respect to the Company’s capital deployments to its partner companies. As of the date these consolidated financial statements were issued, the Company was in compliance with all of these covenants. The Company funds its operations with cash and marketable securities on hand as well as proceeds from the sales of its interests in its partner companies. Due to the nature of the mergers and acquisitions market, and the developmental cycle of companies like the Company's partner companies, the Company's ability to generate specific amounts of liquidity from sales of its partner company interests in any given period of time cannot be assured. Accordingly, the forecasts which the Company utilizes for projecting future compliance with covenants related to its Credit Facility include significantly discounted probability-weighted proceeds from the sales of its interests in its partner companies. Based on these forecasts, it is probable that the Company will not be able to remain in compliance with certain of its debt covenants over the next twelve months. Non-compliance with any of the covenants would constitute an event of default under the Credit Facility, and the Lender could choose to accelerate the maturity of the indebtedness. If the Lender chose not to provide a waiver and were to accelerate the maturity of the indebtedness, the Company would not have sufficient liquidity to repay the entire balance of its outstanding borrowings and other obligations under the Credit Facility. The uncertainty associated with the Company’s ability to repay its outstanding debt obligations in such a scenario raises substantial doubt about its ability to continue as a going concern for one year after the issuance date of the financial statements. In order for the Company to maintain compliance with these covenants, the Company's plan includes selling certain of its partner company interests in the ordinary course of its business, limiting capital deployments to existing partner companies, and refinancing all or a portion of its 2018 Debentures that mature on May 15, 2018. Should the Company not be in compliance with any of its debt covenants and be unable to obtain waivers for such events of default, management would pursue one of a number of potential alternatives to satisfy the obligations, including completing an equity offering or obtaining a new debt facility to refinance its existing debt. Significant Accounting Policies Restricted Cash Equivalents Restricted cash equivalents in prior periods represented cash required to be set aside by a contractual agreement with a bank as collateral for a letter of credit. During the first quarter of 2018, the restriction on the cash lapsed in connection with the termination of the related letter of credit and is classified as Cash and cash equivalents on the Consolidated Balance Sheet as of March 31, 2018. The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2018 December 31, 2017 (Unaudited - In thousands) Cash and cash equivalents $ 31,294 $ 20,751 Long-term restricted cash equivalents — 6,336 Total cash, cash equivalents and restricted cash equivalents $ 31,294 $ 27,087 Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Furthermore, equity investments without readily determinable fair values are to be assessed for impairment using a qualitative approach. The amendments in ASU 2016-01 should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The Company adopted the amendments in ASU 2016-01 when they became effective on January 1, 2018. The adoption of this guidance did not have a material impact upon the Company's financial condition or results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 and related subsequent amendments outline a single comprehensive model to use to account for revenue arising from contracts with customers and supersede most current revenue recognition guidance. For public companies, the guidance is effective for annual periods beginning after December 15, 2017 and any interim periods that fall within that reporting period. For nonpublic companies, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 with early adoption permitted. As the new standard will supersede most existing revenue guidance, it could impact revenue and cost recognition for partner companies. Any change in revenue or cost recognition for partner companies could affect the Company's recognition of its share of the results of its equity method partner companies. On July 20, 2017, the SEC staff observer at the FASB’s Emerging Issues Task Force ("EITF") meeting announced that the SEC staff will not object if a private company equity method investee meeting the definition of a public business entity that otherwise would not meet the definition of a public business entity except for the inclusion of its financial statements or financial information in another entity’s filings with the SEC, uses private company adoption dates for the new revenue standard. As a result, the Company's private, calendar year partner companies will adopt the new revenue standard for the year ending December 31, 2019. The impact of adoption of the new revenue standard will be reflected in the Company’s financial results for the interim and annual reporting periods beginning in 2020 on a one quarter-lag basis. In February 2016, the FASB issued ASU 2016-02, Leases . The guidance in ASU 2016-02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. As with previous guidance, there continues to be a differentiation between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. Lease assets and liabilities arising from both finance and operating leases will be recognized in the statement of financial position. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. The guidance in ASU 2016-02 will become effective for the Company on January 1, 2019. The Company anticipates making the accounting policy election not to recognize lease assets and lease liabilities for leases with a term of 12 months or less. As of December 31, 2017, the Company's only material long-term lease was for its corporate headquarters in Radnor, PA under a lease expiring in 2026. The Company also has immaterial office equipment leases expiring at various dates through 2020. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Ownership Interests in and Adva
Ownership Interests in and Advances to Partner Companies and Funds | 3 Months Ended |
Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Ownership Interests in and Advances to Partner Companies | Ownership Interests in and Advances to Partner Companies The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies. March 31, 2018 December 31, 2017 (Unaudited - In thousands) Equity Method Companies: Partner companies $ 98,911 $ 107,646 Private equity funds 442 443 99,353 108,089 Other Companies: Partner companies and other holdings 13,856 2,762 Private equity funds 1,334 1,334 15,190 4,096 Advances to partner companies 17,734 22,506 $ 132,277 $ 134,691 In February 2018, Nexxt, Inc., formerly Beyond.com, repaid $10.5 million of principal outstanding on a note received in connection with the Company's sale of its interest back to Nexxt for $26.0 million in March 2017. In that transaction, the Company received $15.5 million in cash and a three -year, $10.5 million note for the balance due, which accrued interest at a rate of 9.5% per annum. Interest was payable annually and interest income was recorded as earned throughout the year. The $10.5 million note was fully reserved and had a carrying value of zero as of December 31, 2017. The Company waived the interest accrued to date in connection with the early repayment of the principal balance. The receipt of $10.5 million of cash in February 2018 resulted in a gain of $9.5 million , net of the interest accrued to date, which is included in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2018. In January 2018, Spongecell, Inc. merged into Flashtalking, a privately-held company. The Company received Flashtalking ordinary shares equal to approximately 10% of Flashtalking’s issued share capital at the time of the closing. The Company’s final number of Flashtalking shares will be subject to customary indemnification and working capital provisions and agreements. The Company recorded its ownership interest in Flashtalking at $11.2 million , which reflects its fair value at the time of closing. The Company recognized a gain of $4.0 million on the transaction, which is included in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2018. In February 2018, the Company sold 414,237 shares of Invitae Corporation ("Invitae") common stock on the open market for proceeds of $2.6 million after transaction fees. The Company obtained shares of Invitae in August 2017 when Invitae, a public company, acquired former partner company Good Start Genetics, Inc. In that transaction, the Company received 414,237 shares of Invitae common stock, excluding 124,092 shares of Invitae common stock which will be held in escrow until August 2018. The Invitae shares were classified as Trading securities and recorded at their fair value, which was $3.8 million at December 31, 2017. During the first quarter of 2018, the Company recorded a $1.2 million loss due to a decline in the value of the Invitae shares, which is included in Other income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2018. In January 2018, the Company received $0.6 million of proceeds from the sale of the assets of Aventura, Inc., a former partner company that ceased operations and was fully impaired in 2016. The Company recognized a gain of $0.6 million , which is reflected in Equity income (loss) in the Consolidated Statements of Operations for the three months ended March 31, 2018. The Company discloses aggregate summarized statements of operations for any partner companies accounted for under the equity method that are deemed significant. The following table provides significant partner company operations information for the three months ended March 31, 2018. The partner company results of operations have been compiled from respective partner company financial statements, reflect certain historical adjustments, and are reported on a one quarter lag basis. Three Months Ended March 31, 2018 March 31, 2017 (In thousands) Results of Operations: Revenue $ 498 $ 6 Gross profit $ (32 ) $ (436 ) Net loss $ (2,974 ) $ (4,191 ) |
Acquisitions of Ownership Inter
Acquisitions of Ownership Interests in Partner Companies and Funds | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Acquisitions of Ownership Interests in Partner Companies | Acquisitions of Ownership Interests in Partner Companies First quarter of 2018 The Company funded an aggregate of $1.3 million of convertible loans to NovaSom, Inc. The Company had previously deployed an aggregate of $24.1 million in NovaSom. NovaSom is a medical device company focused on obstructive sleep apnea, specifically home testing with its FDA-cleared wireless device called AccuSom ® home sleep test. The Company accounts for its interest in NovaSom under the equity method. The Company funded an aggregate of $0.8 million of convertible bridge loans to InfoBionic, Inc. The Company had previously deployed an aggregate of $ 19.7 million in InfoBionic. InfoBionic is an emerging digital health company focused on creating patient monitoring solutions for chronic disease management with an initial market focus on cardiac arrhythmias. The Company accounts for its interest in InfoBionic under the equity method. The Company funded an aggregate of $0.5 million of convertible bridge loans to Spongecell, Inc. The Company had previously deployed an aggregate of $18.6 million in Spongecell. In the first quarter of 2018, Spongecell merged into Flashtalking. The Company previously accounted for its interest in Spongecell under the equity method. The Company funded an aggregate of $0.5 million of convertible bridge loans to WebLinc, Inc. The Company had previously deployed an aggregate of $14.0 million in WebLinc. WebLinc is a commerce platform and services provider for fast growing online retailers. The Company accounts for its interest in WebLinc under the equity method. The Company funded an aggregate of $0.4 million of convertible bridge loans to Brickwork. The Company had previously deployed an aggregate of $4.2 million in Brickwork. Brickwork helps retailers inform, target, convert, and prepare for store shoppers online as the first scalable software-as-a-service platform powering a seamless customer path between online and in-store shopping. The Company accounts for its interest in Brickwork under the equity method. The Company funded an aggregate of $0.3 million of convertible bridge loans to Cask Data, Inc. The Company had previously deployed an aggregate of $13.0 million in Cask Data. Cask Data makes building and running big data solutions on-premises or in the cloud easy with Cask Data Application Platform. The Company accounts for its interest in Cask Data under the equity method. The Company funded an aggregate of $0.2 million of a convertible bridge loan to Sonobi, Inc. The Company had previously deployed $9.2 million in Sonobi. Sonobi is an advertising technology developer that designs advertising tools and solutions for the industry's leading media, publishers, brand advertisers, media agencies, DSPs, and media technology providers. The Company accounts for its interest in Sonobi under the equity method. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company categorizes its financial instruments into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial instruments recorded at fair value on the Company’s Consolidated Balance Sheets are categorized as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table provides the carrying value and fair value of certain financial assets and liabilities of the Company measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 : Carrying Value Fair Value Measurement at March 31, 2018 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 31,294 $ 31,294 $ — $ — Marketable securities—held-to-maturity: Certificates of deposit $ 3,044 $ 3,044 $ — $ — Carrying Value Fair Value Measurement at December 31, 2017 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 20,751 $ 20,751 $ — $ — Long-term restricted cash equivalents 6,336 6,336 — — Trading securities 3,761 3,761 — — Marketable securities—held-to-maturity: Certificates of deposit $ 4,452 $ 4,452 $ — $ — As of March 31, 2018 , $3.0 million of marketable securities had contractual maturities which were less than one year. Certificates of deposit are classified as held-to-maturity securities 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. Trading securities at December 31, 2017 consisted of 414,237 shares of Invitae Corporation common shares obtained in connection with the sale of Good Start Genetics. The trading securities were carried at fair value based on the closing stock price on the last trading day of the reporting period. The Company sold all of the Invitae shares during the first quarter of 2018 for $2.6 million of cash proceeds. |
Credit Facility and Convertible
Credit Facility and Convertible Debentures | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facility and Convertible Debentures | Convertible Debentures Credit Facility In May 2017, the Company entered into a $75.0 million secured, revolving credit facility (“Credit Facility”) with HPS Investment Partners, LLC (“Lender”). At closing, the Company borrowed $50.0 million , which resulted in net proceeds of $44.3 million after closing fees to the Lender and other third parties. The Credit Facility has a three -year term with a scheduled maturity of May 11, 2020 and bears interest at a rate of either: (A) LIBOR plus 8.5% (subject to a LIBOR floor of 1% ), payable on the last day of the one, two or three month interest period applicable to the LIBOR rate advance, or (B) 7.5% plus the greater of: 2% ; the Federal Funds Rate plus 0.5% ; LIBOR plus 1% ; or the U.S. Prime Rate, payable monthly in arrears. The Credit Facility is not amortized and interest payable under the Credit Facility will reflect at least $50 million as being drawn and outstanding at all times during the term. The Credit Facility also includes an unused line fee equal to 0.75% per annum of the average unused portion of the Credit Facility and a loan service fee, both paid quarterly. The Credit Facility is secured by all of the Company's assets in accordance with the terms of the Credit Facility. The Credit Facility requires the Company to maintain (i) a liquidity threshold of at least $20 million of unrestricted cash; (ii) a tangible net worth, plus unrestricted cash of at least 1.75 x the amount then outstanding under the Credit Facility; (iii) a minimum aggregate appraised value of the Company’s ownership interests in its partner companies, plus unrestricted cash in excess of the liquidity threshold of at least $350 million ; and (iv) certain diversification requirements and concentration limits with respect to the Company’s capital deployments to its partner companies. Subject to customary exclusions, the Lender has the right to have one observer representative attend meetings of the Company's Board of Directors. The Credit Facility provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; non-compliance with debt covenants; defaults in, or failure to pay, certain other indebtedness; the rendering of judgments to pay certain amounts of money; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time periods specified (if any), the Lender may declare the outstanding amount under the Credit Facility to be immediately due and payable. At March 31, 2018 , the principal amount outstanding under the Credit Facility was $50.0 million , the unamortized discount and debt issuance costs were $4.3 million and the net carrying value of the credit facility was $ 45.7 million . The Company is amortizing the excess of the principal amount of the Credit Facility over its carrying value over the three -year term as additional interest expense using the effective interest method. For the three months ended March 31, 2018, the Company recorded $1.8 million of interest expense and made cash interest payments of $1.3 million under the Credit Facility. The effective interest rate on the Credit Facility is 15.0% . Convertible Debentures In November 2012, the Company issued $55.0 million principal amount of its 5.25% convertible senior debentures due on May 15, 2018 (the “2018 Debentures”). Interest on the 2018 Debentures is payable semi-annually. In July and June 2017, the Company repurchased on the open market, and retired, an aggregate of $14.0 million face value of the 2018 Debentures at a cost of $14.5 million , including transaction fees. At March 31, 2018 , the Company had $41.0 million of outstanding 2018 Debentures. The 2018 Debentures may be settled in cash or partially in cash upon conversion. Accordingly, the Company separately accounts for the liability and equity components of the 2018 Debentures. The carrying amount of the liability component was determined at the transaction date by measuring the fair value of a similar liability that does not have an associated equity component. The carrying amount of the equity component represented by the embedded conversion option was determined by deducting the fair value of the liability component from the initial proceeds of the 2018 Debentures as a whole. At March 31, 2018 , the carrying amount of the equity component was $5.6 million , the principal amount of the liability component was $41.0 million , the unamortized discount and debt issuance costs were $0.2 million and the net carrying value of the liability component was $40.8 million . The Company is amortizing the excess of the face value of the 2018 Debentures over their carrying value over their term as additional interest expense using the effective interest method. The Company recorded interest expense of $0.9 million and $1.1 million for the three months ended March 31, 2018 and 2017, respectively. The cash interest paid was zero for the three months ended March 31, 2018 and 2017. The effective interest rate on the 2018 Debentures is 8.7% . At March 31, 2018 , the fair value of the $41.0 million outstanding 2018 Debentures was approximately $41.3 million , based on the midpoint of the bid and ask prices as of such date. The Company anticipates refinancing the outstanding 2018 Debentures by the maturity date of May 15, 2018. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows: Three months ended March 31, 2018 2017 (Unaudited - In thousands) General and administrative expense $ 277 $ (105 ) $ 277 $ (105 ) The fair value of the Company’s option awards to employees was estimated at the date of grant using the Black-Scholes option-pricing model. The risk-free rate was based on the U.S. Treasury yield curve in effect at the end of the quarter in which the grant occurred. The expected term of stock options granted was estimated using the historical exercise behavior of employees. Expected volatility was based on historical volatility measured using weekly price observations of the Company’s common stock for a period equal to the stock option’s expected term. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s consolidated income tax benefit (expense) was $0.0 million for the three months ended March 31, 2018 and 2017. The Company has recorded a valuation allowance to reduce its net deferred tax asset to an amount that is more likely than not to be realized in future years. Accordingly, the benefit of the net operating loss that would have been recognized in the three months ended March 31, 2018 was offset by changes in the valuation allowance. The tax expense that would have been recognized in the three months ended March 31, 2018 was offset by changes in the valuation allowance. During the three months ended March 31, 2018 , the Company had no material changes in uncertain tax positions. In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to: (i) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (ii) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (iii) creating a new limitation on deductible interest expense; and (iv) changing rules related to uses and limitations of net operating carryforwards created in tax years beginning after December 31, 2017. The most significant impact on the Company's consolidated financial statements was a reduction of approximately $82.5 million in deferred tax assets in 2017 which was offset by changes to the Company’s valuation allowance. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Loss Per Share The calculations of net loss per share were as follows: Three months ended March 31, 2018 2017 (Unaudited - In thousands, except per share data) Basic: Net loss $ (6,170 ) $ (22,097 ) Weighted average common shares outstanding 20,506 20,380 Net loss per share $ (0.30 ) $ (1.08 ) Diluted: Net loss $ (6,170 ) $ (22,097 ) Weighted average common shares outstanding 20,506 20,380 Net loss for dilutive share computation $ (0.30 ) $ (1.08 ) Basic and diluted average common shares outstanding for purposes of computing net income (loss) per share includes outstanding common shares and vested deferred stock units (DSUs). If a consolidated or equity method partner company has dilutive stock options, unvested restricted stock, DSUs or warrants, diluted net income (loss) per share is computed by first deducting the income attributable to the potential exercise of the dilutive securities of the partner company from net income (loss). Any impact is shown as an adjustment to net income (loss) for purposes of calculating diluted net income (loss) per share. Diluted earnings per share for the three months ended March 31, 2018 and 2017 do not reflect the following potential shares of common stock that would have an anti-dilutive effect or have unsatisfied performance or market conditions: • At March 31, 2018 and 2017, options to purchase 0.6 million and 0.7 million shares of common stock, respectively, at prices ranging from $9.83 to $19.95 for both periods, were excluded from the calculations. • At March 31, 2018 and 2017, unvested restricted stock, performance-based stock units and DSUs convertible into 1.0 million and 0.9 million shares of stock, respectively, were excluded from the calculations. • At March 31, 2018 and 2017, 2.3 million and 3.0 million shares of common stock representing the effect of the assumed conversion of the 2018 Debentures, were excluded from the calculations. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates as one operating segment based upon the similar nature of its technology-driven partner companies, the functional alignment of the organizational structure, and the reports that are regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources. As of March 31, 2018 , the Company held interests in 25 non-consolidated partner companies. The Company’s active partner companies were as follows as of March 31, 2018 : Partner Company Safeguard Primary Ownership as of March 31, 2018 Accounting Method AdvantEdge Healthcare Solutions, Inc. 40.1% Equity Aktana, Inc. 24.6% Equity Apprenda, Inc. 29.3% Equity Brickwork 20.3% Equity Cask Data, Inc. 31.2% Equity CloudMine, Inc. 47.3% Equity Clutch Holdings, Inc. 41.3% Equity Flashtalking * 10.3% Other Hoopla Software, Inc. 25.5% Equity InfoBionic, Inc. 39.5% Equity Lumesis, Inc. 43.8% Equity MediaMath, Inc. 20.5% Equity meQuilibrium 36.2% Equity Moxe Health Corporation 32.4% Equity NovaSom, Inc. 31.7% Equity Prognos (fka Medivo, Inc.) 28.7% Equity Propeller Health, Inc. 24.0% Equity QuanticMind, Inc. 24.7% Equity Sonobi, Inc. 21.6% Equity Syapse, Inc. 20.1% Equity T-REX Group, Inc. 21.1% Equity Transactis, Inc. 23.8% Equity Trice Medical, Inc. 24.8% Equity WebLinc, Inc. 38.0% Equity Zipnosis, Inc. 25.4% Equity * Spongecell, Inc. merged into Flashtalking in January 2018. As of March 31, 2018 and December 31, 2017 , all of the Company’s assets were located in the United States. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company and its partner companies are involved in various claims and legal actions arising in the ordinary course of business. In the current opinion of the Company, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations, however, no assurance can be given as to the outcome of these actions, and one or more adverse rulings could have a material adverse effect on the Company’s consolidated financial position and results of operations or that of its partner companies. The Company records costs associated with legal fees as such services are rendered. The Company had outstanding guarantees of $3.8 million at March 31, 2018 which related to one of the Company's private equity holdings. The Company is required to return a portion or all the distributions it received as a general partner of a private equity fund for further distribution to such fund's limited partners (“clawback”). The Company’s ownership in the fund is 19% . The clawback liability is joint and several, such that the Company may be required to fund the clawback for other general partners should they default. The Company believes its potential liability due to the possibility of default by other general partners is remote. In 2017, the Company was notified by the fund's manager that the fund was being dissolved and $1.0 million of the Company's clawback liability was paid. The maximum additional clawback liability is $0.3 million which was reflected in Other long-term liabilities on the Consolidated Balance Sheet at March 31, 2018 . In October 2001, the Company entered into an agreement with a former Chairman and Chief Executive Officer of the Company, to provide for annual payments of $0.65 million per year and certain health care and other benefits for life. The related current liability of $0.8 million was included in Accrued expenses and other current liabilities and the long-term portion of $1.7 million was included in Other long-term liabilities on the Consolidated Balance Sheet at March 31, 2018 . The Company previously provided a $6.3 million letter of credit to the landlord of CompuCom Systems, Inc.’s Dallas headquarters as required in connection with the sale of CompuCom Systems in 2004. The letter of credit was secured by cash and was classified as Long-term restricted cash equivalents on the Consolidated Balance Sheet as of December 31, 2017. During the first quarter of 2018, the restriction on the cash lapsed in connection with the termination of the related letter of credit and is classified as Cash and cash equivalents on the Consolidated Balance Sheet as of March 31, 2018. In January 2018, the Company announced a change in strategy and implemented an initiative to reduce the operating costs of the Company. In April 2018, the Company announced additional management changes intended to further streamline the Company's organizational structure and further reduce its operating costs. In connection with the changes that the Company has implemented, the Company will incur approximately $3.8 million of severance payments to terminated employees that will be paid over approximately twelve months. The Company has agreements with certain remaining 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 Company recognized $1.1 million of severance expense for the three months ended March 31, 2018 and $1.0 million was classified as accrued compensation and benefits on the Consolidated Balance Sheet as of March 31, 2018. The maximum aggregate exposure under employment and severance agreements for remaining employees was approximately $6.7 million at April 15, 2018. In June 2011, the Company's former partner company, Advanced BioHealing, Inc. (“ABH”) was acquired by Shire plc (“Shire”). Prior to the expiration of the escrow period in March 2012, Shire filed a claim against all amounts held in escrow related to the sale based principally upon a United States Department of Justice (“DOJ”) false claims act investigation relating to ABH (the “Investigation”). In connection with the Investigation, in July 2015 the Company received a Civil Investigation Demand-Documentary Material (“CID”) from the DOJ regarding ABH and Safeguard’s relationship with ABH. Pursuant to the CID, the Company provided the requested materials and information. To the Company’s knowledge, the CID was related to multiple qui tam (“whistleblower”) actions, one of which was filed in 2014 by an ex-employee of ABH that named the Company and one of the Company’s employees along with other entities and individuals as defendants. At this time, the DOJ has declined to pursue the qui tam action as it relates to the Company and such Company employee. In addition, in connection with the above matters, the Company and other former equity holders in ABH recently entered into a settlement and release with Shire, which resulted in the release to Shire of all amounts held in escrow related to the sale of ABH. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Equity In July 2015, the Company's Board of Directors authorized the Company, from time to time and depending on market conditions, to repurchase up to $25.0 million of the Company's outstanding common stock. During 2016, the Company repurchased 0.4 million shares at an aggregate cost of $5.4 million with $14.6 million remaining for repurchase under the existing authorization. In February 2018, the Company's Board of Directors adopted a tax benefits preservation plan (the "Plan") designed to protect and preserve the Company's ability to utilize its net operating loss carryforwards ("NOLs"). The Company intends to submit the Plan for shareholder ratification at its 2018 Annual Meeting of Shareholders. The purpose of the Plan is to preserve the Company's ability to use its NOLs, which would be substantially limited if the Company experienced an "ownership change" as defined under Section 382 of the Internal Revenue Code. In general, an ownership change would be deemed to have occurred if the Company's shareholders who are treated as owning five percent or more of the outstanding shares of Safeguard for purposes of Section 382 ("five-percent shareholders") collectively increase their aggregate ownership in the Company's overall shares outstanding by more than 50 percentage points. Whether this change has occurred would be measured by comparing each five-percent shareholder's current ownership as of the measurement date to such shareholders' lowest ownership percentage during the three-year period preceding the measurement date. To protect the Company's NOLs from being limited or permanently lost under Section 382, the Plan is intended to deter any person or group from acquiring beneficial ownership of 4.99% or more of the Company's outstanding common stock without the approval of the Board, reducing the likelihood of an unintended ownership change. Under the Plan, the Company will issue one preferred stock purchase right (the "Rights") for each share of Safeguard's common stock held by shareholders of record on March 2, 2018. The issuance of the Rights will not be taxable to Safeguard or its shareholders and will not affect Safeguard's reported earnings per share. The Rights will trade with Safeguard's common shares and will expire no later than February 19, 2021. The Rights and the Plan may also expire on an earlier date upon the occurrence of other events, including a determination by the Company's Board that the Plan is no longer necessary or desirable for the preservation of the Company's tax attributes or that no tax attributes may be carried forward (with such expiration occurring as of the beginning of the applicable taxable year). There can be no assurance that the Plan will prevent the Company from experiencing an ownership change. |
General General (Policies)
General General (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restricted Cash Equivalents | Restricted Cash Equivalents Restricted cash equivalents in prior periods represented cash required to be set aside by a contractual agreement with a bank as collateral for a letter of credit. During the first quarter of 2018, the restriction on the cash lapsed in connection with the termination of the related letter of credit and is classified as Cash and cash equivalents on the Consolidated Balance Sheet as of March 31, 2018. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Furthermore, equity investments without readily determinable fair values are to be assessed for impairment using a qualitative approach. The amendments in ASU 2016-01 should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with other amendments related specifically to equity securities without readily determinable fair values applied prospectively. The Company adopted the amendments in ASU 2016-01 when they became effective on January 1, 2018. The adoption of this guidance did not have a material impact upon the Company's financial condition or results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 and related subsequent amendments outline a single comprehensive model to use to account for revenue arising from contracts with customers and supersede most current revenue recognition guidance. For public companies, the guidance is effective for annual periods beginning after December 15, 2017 and any interim periods that fall within that reporting period. For nonpublic companies, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 with early adoption permitted. As the new standard will supersede most existing revenue guidance, it could impact revenue and cost recognition for partner companies. Any change in revenue or cost recognition for partner companies could affect the Company's recognition of its share of the results of its equity method partner companies. On July 20, 2017, the SEC staff observer at the FASB’s Emerging Issues Task Force ("EITF") meeting announced that the SEC staff will not object if a private company equity method investee meeting the definition of a public business entity that otherwise would not meet the definition of a public business entity except for the inclusion of its financial statements or financial information in another entity’s filings with the SEC, uses private company adoption dates for the new revenue standard. As a result, the Company's private, calendar year partner companies will adopt the new revenue standard for the year ending December 31, 2019. The impact of adoption of the new revenue standard will be reflected in the Company’s financial results for the interim and annual reporting periods beginning in 2020 on a one quarter-lag basis. In February 2016, the FASB issued ASU 2016-02, Leases . The guidance in ASU 2016-02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. As with previous guidance, there continues to be a differentiation between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. Lease assets and liabilities arising from both finance and operating leases will be recognized in the statement of financial position. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. The guidance in ASU 2016-02 will become effective for the Company on January 1, 2019. The Company anticipates making the accounting policy election not to recognize lease assets and lease liabilities for leases with a term of 12 months or less. As of December 31, 2017, the Company's only material long-term lease was for its corporate headquarters in Radnor, PA under a lease expiring in 2026. The Company also has immaterial office equipment leases expiring at various dates through 2020. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
General General (Tables)
General General (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2018 December 31, 2017 (Unaudited - In thousands) Cash and cash equivalents $ 31,294 $ 20,751 Long-term restricted cash equivalents — 6,336 Total cash, cash equivalents and restricted cash equivalents $ 31,294 $ 27,087 |
Ownership Interests in and Ad21
Ownership Interests in and Advances to Partner Companies and Funds (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Ownership Interests in and Advances to Partner Companies and Private Equity Funds | The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies. March 31, 2018 December 31, 2017 (Unaudited - In thousands) Equity Method Companies: Partner companies $ 98,911 $ 107,646 Private equity funds 442 443 99,353 108,089 Other Companies: Partner companies and other holdings 13,856 2,762 Private equity funds 1,334 1,334 15,190 4,096 Advances to partner companies 17,734 22,506 $ 132,277 $ 134,691 |
Results of Operations | The partner company results of operations have been compiled from respective partner company financial statements, reflect certain historical adjustments, and are reported on a one quarter lag basis. Three Months Ended March 31, 2018 March 31, 2017 (In thousands) Results of Operations: Revenue $ 498 $ 6 Gross profit $ (32 ) $ (436 ) Net loss $ (2,974 ) $ (4,191 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Fair Value of Certain Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table provides the carrying value and fair value of certain financial assets and liabilities of the Company measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 : Carrying Value Fair Value Measurement at March 31, 2018 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 31,294 $ 31,294 $ — $ — Marketable securities—held-to-maturity: Certificates of deposit $ 3,044 $ 3,044 $ — $ — Carrying Value Fair Value Measurement at December 31, 2017 Level 1 Level 2 Level 3 (Unaudited - In thousands) Cash and cash equivalents $ 20,751 $ 20,751 $ — $ — Long-term restricted cash equivalents 6,336 6,336 — — Trading securities 3,761 3,761 — — Marketable securities—held-to-maturity: Certificates of deposit $ 4,452 $ 4,452 $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows: Three months ended March 31, 2018 2017 (Unaudited - In thousands) General and administrative expense $ 277 $ (105 ) $ 277 $ (105 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Calculations of Net Loss Per Share | The calculations of net loss per share were as follows: Three months ended March 31, 2018 2017 (Unaudited - In thousands, except per share data) Basic: Net loss $ (6,170 ) $ (22,097 ) Weighted average common shares outstanding 20,506 20,380 Net loss per share $ (0.30 ) $ (1.08 ) Diluted: Net loss $ (6,170 ) $ (22,097 ) Weighted average common shares outstanding 20,506 20,380 Net loss for dilutive share computation $ (0.30 ) $ (1.08 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Active Partner Companies by Segment | The Company’s active partner companies were as follows as of March 31, 2018 : Partner Company Safeguard Primary Ownership as of March 31, 2018 Accounting Method AdvantEdge Healthcare Solutions, Inc. 40.1% Equity Aktana, Inc. 24.6% Equity Apprenda, Inc. 29.3% Equity Brickwork 20.3% Equity Cask Data, Inc. 31.2% Equity CloudMine, Inc. 47.3% Equity Clutch Holdings, Inc. 41.3% Equity Flashtalking * 10.3% Other Hoopla Software, Inc. 25.5% Equity InfoBionic, Inc. 39.5% Equity Lumesis, Inc. 43.8% Equity MediaMath, Inc. 20.5% Equity meQuilibrium 36.2% Equity Moxe Health Corporation 32.4% Equity NovaSom, Inc. 31.7% Equity Prognos (fka Medivo, Inc.) 28.7% Equity Propeller Health, Inc. 24.0% Equity QuanticMind, Inc. 24.7% Equity Sonobi, Inc. 21.6% Equity Syapse, Inc. 20.1% Equity T-REX Group, Inc. 21.1% Equity Transactis, Inc. 23.8% Equity Trice Medical, Inc. 24.8% Equity WebLinc, Inc. 38.0% Equity Zipnosis, Inc. 25.4% Equity |
General Significant Accounting
General Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | $ 31,294,000 | $ 20,751,000 | ||||
Marketable securities | 3,000,000 | |||||
Cash, cash equivalents, and marketable securities | 34,300,000 | |||||
Severance costs | 1,100,000 | |||||
Cash and cash equivalents | 31,294,000 | 20,751,000 | ||||
Long-term restricted cash equivalents | 0 | 6,336,000 | ||||
Total cash, cash equivalents and restricted cash equivalents | 31,294,000 | 27,087,000 | $ 36,879,000 | $ 28,394,000 | ||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 75,000,000 | |||||
Long-term debt, gross | 50,000,000 | |||||
Liquidity threshold | $ 20,000,000 | |||||
Unrestricted cash multiplier | 1.75 | |||||
Minimum aggregate appraised value plus liquidity threshold | $ 350,000,000 | |||||
Scenario, Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Severance costs | $ 3,800,000 | |||||
Scenario, Forecast | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Projected annual cost savings | 8,000,000 | |||||
Scenario, Forecast | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Projected annual cost savings | $ 9,000,000 | |||||
Convertible Senior Debentures due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount outstanding | $ 41,000,000 | |||||
Credit Facility due May 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount outstanding | 50,000,000 | |||||
Current borrowing capacity | $ 25,000,000 |
Ownership Interests in and Ad27
Ownership Interests in and Advances to Partner Companies and Funds - Carrying Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Investments In And Advances To Affiliates [Line Items] | ||
Equity method investments | $ 99,353 | $ 108,089 |
Cost method investments | 15,190 | 4,096 |
Advances to partner companies | 17,734 | 22,506 |
Investments in and advance to affiliates, subsidiaries, associates, and joint ventures | 132,277 | 134,691 |
Partner companies | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity method investments | 98,911 | 107,646 |
Cost method investments | 13,856 | 2,762 |
Private equity funds | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity method investments | 442 | 443 |
Cost method investments | $ 1,334 | $ 1,334 |
Ownership Interests in and Ad28
Ownership Interests in and Advances to Partner Companies and Funds - Narrative (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Feb. 28, 2018 | Jan. 31, 2018 | Aug. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Mar. 03, 2017 | |
Investment [Line Items] | ||||||||
Proceeds from sale of business | $ 3,257,000 | $ 15,753,000 | ||||||
Beyond.com, Inc | ||||||||
Investment [Line Items] | ||||||||
Consideration received per transaction | $ 26,000,000 | |||||||
Proceeds from sale of business | $ 10,500,000 | $ 15,500,000 | ||||||
Term of note receivable (in years) | 3 years | |||||||
Amount of consideration received | $ 10,500,000 | |||||||
Interest rate on note receivable | 9.50% | |||||||
Loans receivable, net | $ 10,500,000 | $ 10,500,000 | $ 0 | |||||
Gain on sale of business | 9,500,000 | |||||||
Flashtalking | ||||||||
Investment [Line Items] | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 10.00% | |||||||
Cost method investments, original cost | $ 11,200,000 | |||||||
Cost-method investments, realized gain (loss) | 4,000,000 | |||||||
Invitae Corporation | ||||||||
Investment [Line Items] | ||||||||
Trading securities sold | 414,237 | |||||||
Proceeds from sale of trading securities held-for-investment | $ 2,600,000 | 2,600,000 | ||||||
Number of shares received (in shares) | 414,237 | |||||||
Number of shares received, amount held in escrow (in shares) | 124,092 | |||||||
Trading securities, equity | $ 3,800,000 | |||||||
Trading securities, realized gain (loss) | 1,200,000 | |||||||
Aventura | ||||||||
Investment [Line Items] | ||||||||
Proceeds from sale of equity method investments | $ 600,000 | |||||||
Gain (loss) on sale of equity investments | $ 600,000 | |||||||
Beyond.com, Inc | ||||||||
Investment [Line Items] | ||||||||
Repayments of debt | $ 10,500,000 |
Ownership Interests in and Ad29
Ownership Interests in and Advances to Partner Companies and Funds - Results of operations (Details) - Equity Method Investments, Initial Revenue Stage - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Revenue | $ 498 | $ 6 |
Gross profit | (32) | (436) |
Net loss | $ (2,974) | $ (4,191) |
Acquisitions of Ownership Int30
Acquisitions of Ownership Interests in Partner Companies and Funds (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire equity method investments | $ 0 | $ 4,476 | |
Equity method investments | 99,353 | $ 108,089 | |
Novasom, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 24,100 | ||
Convertible bridge loan | 1,300 | ||
InfoBionic | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire equity method investments | 19,700 | ||
Convertible bridge loan | 800 | ||
Spongecell | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 18,600 | ||
Convertible bridge loan | 500 | ||
WebLinc | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 14,000 | ||
Convertible bridge loan | 500 | ||
BrickWork | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 4,200 | ||
Convertible bridge loan | 400 | ||
Cask Data | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 13,000 | ||
Convertible bridge loan | 300 | ||
Sonobi | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire equity method investments | $ 9,200 | ||
Convertible bridge loan | $ 200 |
Fair Value Measurements - Carr
Fair Value Measurements - Carrying Value and Fair Value of Certain Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term restricted cash equivalents | $ 0 | $ 6,336 |
Trading securities | 0 | 3,761 |
Reported Value Measurement [Member] | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 31,294 | 20,751 |
Long-term restricted cash equivalents | 6,336 | |
Trading securities | 3,761 | |
Reported Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 3,044 | 4,452 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 31,294 | 20,751 |
Long-term restricted cash equivalents | 6,336 | |
Trading securities | 3,761 | |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Long-term restricted cash equivalents | 0 | |
Trading securities | 0 | |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Long-term restricted cash equivalents | 0 | |
Trading securities | 0 | |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 3,044 | 4,452 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring | Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | $ 0 | $ 0 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2018 | Aug. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Marketable securities, current | $ 3,044 | $ 4,452 | ||
Good Start Genetics, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares received (in shares) | 414,237 | |||
Invitae Corporation | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares received (in shares) | 414,237 | |||
Proceeds from sale of trading securities held-for-investment | $ 2,600 | $ 2,600 |
Credit Facility and Convertib33
Credit Facility and Convertible Debentures - Credit Arrangements Narrative (Detail) | 1 Months Ended | 3 Months Ended | |
May 31, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Interest expense | $ 2,690,000 | $ 1,198,000 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 75,000,000 | ||
Long-term line of credit outstanding | $ 50,000,000 | ||
Proceeds from credit facility | $ 44,300,000 | ||
Debt instrument, term (in years) | 3 years | ||
Interest payable amount outstanding threshold | $ 50,000,000 | ||
Commitment fee percentage | 0.75% | ||
Liquidity threshold | $ 20,000,000 | ||
Unrestricted cash multiplier | 1.75 | ||
Minimum aggregate appraised value plus liquidity threshold | $ 350,000,000 | ||
Long-term debt, gross | 50,000,000 | ||
Unamortized discount and debt issuance costs | 4,300,000 | ||
Long-term debt | 45,700,000 | ||
Interest expense | 1,800,000 | ||
Interest paid | $ 1,300,000 | ||
Debt instrument, interest rate, effective percentage | 15.00% | ||
Revolving Credit Facility | Line of Credit | Interest Rate Application B | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Revolving Credit Facility | Line of Credit | Interest Rate Application B | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 7.50% | ||
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Interest Rate Application A | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 8.50% | ||
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Interest Rate Application A | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Interest Rate Application B | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Revolving Credit Facility | Line of Credit | Federal Funds Effective Swap Rate | Interest Rate Application B | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% |
Credit Facility and Convertib34
Credit Facility and Convertible Debentures - Convertible Senior Debentures Narrative (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Nov. 30, 2012 | |
Debt Instrument [Line Items] | ||||
Convertible senior debentures - current | $ 40,829,000 | $ 40,485,000 | ||
Interest expense | 2,690,000 | $ 1,198,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Aggregate face value of convertible senior debentures | 41,000,000 | $ 55,000,000 | ||
Interest rate on debentures | 5.25% | |||
Repurchased face amount | 14,000,000 | |||
Repayments of long-term debt | 14,500,000 | |||
Long-term debt | $ 41,000,000 | |||
Gross carrying amount of equity component | 5,600,000 | |||
Principal amount outstanding | 41,000,000 | |||
Deferred finance costs, noncurrent, net | 200,000 | |||
Convertible senior debentures - current | 40,800,000 | |||
Interest expense | 900,000 | 1,100,000 | ||
Interest paid | $ 0 | $ 0 | ||
Debt instrument, interest rate, effective percentage | 8.70% | |||
Fair value of debentures outstanding | $ 41,300,000 |
Stock-Based Compensation - Sto
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 277 | $ (105) |
General And Administrative Expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 277 | $ (105) |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit (expense) | $ 0 | $ 0 | |
Provisional income tax expense (benefit) | $ 82,500 |
Net Income (Loss) Per Share -
Net Income (Loss) Per Share - Calculations of Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Basic: | ||
Net income (loss) | $ (6,170) | $ (22,097) |
Weighted average common shares outstanding (in shares) | 20,506 | 20,380 |
Net income (loss) per share (in dollars per share) | $ (0.30) | $ (1.08) |
Diluted: | ||
Weighted average common shares outstanding | $ 20,506 | $ 20,380 |
Net loss for dilutive share computation | $ 0 | $ 0 |
Net Income (Loss) Per Share 38
Net Income (Loss) Per Share - Narrative (Detail) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share of common stock excluded from diluted net loss per share calculation (in shares) | 0.6 | 0.7 |
Shares of common stock at prices ranging, lower limit (in dollars per share) | $ 9.83 | |
Shares of common stock at prices ranging, upper limit (in dollars per share) | $ 19.95 | |
Deferred stock units, performance-based stock units and restricted stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share of common stock excluded from diluted net loss per share calculation (in shares) | 1 | 0.9 |
Convertible Senior Debentures due 2018 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share of common stock excluded from diluted net loss per share calculation (in shares) | 2.3 | 3 |
Segment Reporting - Narrative
Segment Reporting - Narrative (Detail) | 3 Months Ended |
Mar. 31, 2018segmentnonconsolidated_partner_company | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Non-consolidated partner companies | nonconsolidated_partner_company | 25 |
Segment Reporting - Active Par
Segment Reporting - Active Partner Companies by Segment (Detail) | Mar. 31, 2018 |
AdvantEdge Healthcare Solutions, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 40.10% |
Apprenda | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 29.30% |
BrickWork | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 20.30% |
Cask Data | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 31.20% |
CloudMine | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 47.30% |
Clutch Holdings, LLC | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 41.30% |
Flashtalking | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under cost method, percentage | 10.30% |
Hoopla Software, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 25.50% |
Lumesis, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 43.80% |
MediaMath, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 20.50% |
Moxe Health | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 32.40% |
Prognos | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 28.70% |
QuanticMind, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 24.70% |
Sonobi | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 21.60% |
T-REX Group, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 21.10% |
Transactis | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 23.80% |
WebLinc | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 38.00% |
Healthcare | Aktana, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 24.60% |
Healthcare | InfoBionic | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 39.50% |
Healthcare | meQuilibrium | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 36.20% |
Healthcare | Novasom, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 31.70% |
Healthcare | Propeller | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 24.00% |
Healthcare | Syapse, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 20.10% |
Healthcare | Trice | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 24.80% |
Healthcare | Zipnosis | |
Schedule of Equity Method Investments [Line Items] | |
Ownership interest under equity method, percentage | 25.40% |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2001 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Commitment Contingencies And Guarantees [Line Items] | |||||
Other long-term liabilities | $ 3,341 | $ 3,535 | |||
Annual payments | $ 650 | ||||
Severance costs | 1,100 | ||||
Employee Severance | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Maximum severance payments | 6,700 | ||||
Scenario, Forecast | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Severance costs | $ 3,800 | ||||
Letter of credit | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Letter of credit under the credit facility | 6,300 | ||||
Accrued expenses and other current liabilities | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Liability to former chairman and chief executive officer, current | 800 | ||||
Other long-term liabilities | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Liability to former chairman and chief executive officer, non-current | 1,700 | ||||
Accrued Compensation and Benefits | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Severance costs | 1,000 | ||||
Clawback Liability | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Other long-term liabilities | $ 300 | ||||
Company's ownership in the funds | 19.00% | ||||
Clawback liability paid | $ 1,000 | ||||
Private equity funds | |||||
Commitment Contingencies And Guarantees [Line Items] | |||||
Company outstanding guarantees | $ 3,800 |
Equity (Details)
Equity (Details) - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2018 | Dec. 31, 2016 | Jul. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||
Individual ownership percent maximum | 4.99% | ||
Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 25,000,000 | ||
Repurchase of common stock (in shares) | 0.4 | ||
Stock repurchased during period, value | $ 5,400,000 | ||
Remaining authorized repurchase amount | $ 14,600,000 |