SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Mark One)
þQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended June 30, 2013
¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From ____________ to ___________
Commission File Number 1-5620
Safeguard Scientifics, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania |
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(State or other jurisdiction of |
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23-1609753 |
incorporation or organization) |
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(I.R.S. Employer ID No.) |
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435 Devon Park Drive |
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Building 800 |
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Wayne, PA |
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19087 |
(Address of principal executive offices) |
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(Zip Code) |
(610) 293-0600
Registrants telephone number, including area code
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes þ No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ |
Accelerated filer þ |
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
Number of shares outstanding as of July 25, 2013
Common Stock 20,976,963
EXPLANATORY NOTE
Safeguard Scientifics, Inc. (the Registrant) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on July 26, 2013, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly stated that the amount of the Registrants Common Stock outstanding as of July 25, 2013 was 26,976,963 shares. The cover page of this Form 10-Q/A correctly states that the number of shares of outstanding Common Stock of the Registrant on July 25, 2013 was 20,976,963. This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to be presented as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
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Item 6. Exhibits
(a) Exhibits.
The following is a list of exhibits required by Item 601 of Regulation S-K to be filed as part of this Report. For exhibits that previously have been filed, the Registrant incorporates those exhibits herein by reference. The exhibit table below includes the Form Type and Filing Date of the previous filing and the location of the exhibit in the previous filing which is being incorporated by reference herein. Documents which are incorporated by reference to filings by parties other than the Registrant are identified in a footnote to this table.
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Exhibit Number |
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Description |
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31.1 |
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Certification of Stephen T. Zarrilli pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. |
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31.2 |
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Certification of Jeffrey B. McGroarty pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. |
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32.1 |
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Certification of Stephen T. Zarrilli pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of Jeffrey B. McGroarty pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101 ** |
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The following materials from Safeguard Scientifics, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheets June 30, 2013 and December 31, 2012 (unaudited); (ii) Consolidated Statements of Operations (unaudited) Three and six months ended June 30, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income (Loss) Three and six months ended June 30, 2013 and 2012 (unaudited); (iv) Condensed Consolidated Statements of Cash Flows Six months ended June 30, 2013 and 2012 (unaudited); (v) Consolidated Statement of Changes in Equity Six months ended June 30, 2013 (unaudited); and (vi) Notes to Consolidated Financial Statements (unaudited). |
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Filed herewith |
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Furnished herewith |
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Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SAFEGUARD SCIENTIFICS, INC. |
Date: July 29, 2013 |
/s/ Stephen T. Zarrilli |
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Stephen T. Zarrilli |
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President and Chief Executive Officer |
Date: July 29, 2013 |
/s/ Jeffrey B. McGroarty |
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Jeffrey B. McGroarty |
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Senior Vice President and Chief Financial Officer |
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Exhibit 31.1
CERTIFICATION
I, Stephen T. Zarrilli, certify that:
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I have reviewed this Quarterly Report on Form 10-Q/A of Safeguard Scientifics, Inc.; | |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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SAFEGUARD SCIENTIFICS, INC. |
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Date: July 29, 2013 |
/s/ Stephen T. Zarrilli |
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Stephen T. Zarrilli |
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President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Jeffrey B. McGroarty, certify that:
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I have reviewed this Quarterly Report on Form 10-Q/A of Safeguard Scientifics, Inc.; | |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): | |
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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SAFEGUARD SCIENTIFICS, INC. |
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Date: July 29, 2013 |
/s/ Jeffrey B. McGroarty |
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Jeffrey B. McGroarty |
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Senior Vice President and Chief Financial Officer |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Safeguard Scientifics, Inc. (Safeguard) on Form 10-Q/A for the three and six months ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen T. Zarrilli, President and Chief Executive Officer of Safeguard, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m(a)); and |
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safeguard. |
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SAFEGUARD SCIENTIFICS, INC. |
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Date: July 29, 2013 |
/s/ Stephen T. Zarrilli |
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Stephen T. Zarrilli |
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President and Chief Executive Officer |
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Safeguard Scientifics, Inc. (Safeguard) on Form 10-Q/A for the three and six months ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jeffrey B. McGroarty, Senior Vice President and Chief Financial Officer of Safeguard, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m(a)); and |
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safeguard. |
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SAFEGUARD SCIENTIFICS, INC. |
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Date: July 29, 2013 |
/s/ Jeffrey B. McGroarty |
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Jeffrey B. McGroarty |
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Senior Vice President and Chief Financial Officer |
Commitments and Contingencies
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6 Months Ended |
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Jun. 30, 2013
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Commitments and Contingencies | 10. 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. Not including the Laureate Biopharma, Inc. lease guaranty described below, the Company had outstanding guarantees of $3.8 million at June 30, 2013. The Company has committed capital of approximately $0.1 million to a private equity fund. This commitment is expected to be funded during the next 12 months. Under certain circumstances, the Company may be required to return a portion or all the distributions it received as a general partner of a private equity fund (“clawback”). The maximum clawback the Company could be required to return due to its general partner interest is approximately $1.3 million, of which $1.0 million was reflected in Accrued expenses and other current liabilities and $0.3 million was reflected in Other long-term liabilities on the Consolidated Balance Sheet at June 30, 2013. The Company’s ownership in the fund is 19%. The clawback liability is joint and several; therefore the Company may be required to fund the clawback for other general partners should they default. The Company believes its potential liability due to the possibility of default by other general partners is remote. In connection with the Company’s May 2008 sale of its equity and debt interests in Acsis, Inc., Alliance Consulting Group Associates, Inc., Laureate Biopharma, Inc., ProModel Corporation and Neuronyx, Inc. (the “Bundle Transaction”), an aggregate of $6.4 million of the gross proceeds of the sale were placed in escrow pending the expiration of a predetermined notification period, subject to possible extension in the event of a claim against the escrowed amounts. On April 25, 2009, the purchaser in the Bundle Transaction notified the Company of claims being asserted against the entire escrowed amounts. In April 2013, the case was tried on the merits and the verdict in the case denied the purchaser’s claims against the escrowed funds. The escrow funds were released to the Company in June 2013. The Company remains guarantor of Laureate Biopharma, Inc.’s Princeton, New Jersey facility lease. Such guarantee may extend through the lease expiration in 2016 under certain circumstances. However, the Company is entitled to indemnification in connection with the continuation of such guaranty. As of June 30, 2013, scheduled lease payments to be made by Laureate Biopharma, Inc. over the remaining lease term equaled $4.2 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 $2.8 million was included in Other long-term liabilities on the Consolidated Balance Sheet at June 30, 2013. The Company provided a $6.3 million letter of credit expiring on March 19, 2019 to the landlord of CompuCom Systems, Inc.’s Dallas headquarters as required in connection with the sale of CompuCom Systems in 2004. The Company has agreements with certain employees that provide for severance payments to the employee in the event the employee is terminated without cause or an employee terminates his employment for “good reason.” The maximum aggregate exposure under the agreements was approximately $2.4 million at June 30, 2013. During the three months ended June 30, 2013, a Company executive terminated his employment for “good reason.” As a result of the termination, the Company recognized a severance charge of $0.9 million which is recorded in Accrued compensation and benefits on the Consolidated Balance Sheet at June 30, 2013.
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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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General and administrative expense | $ 6,715 | $ 5,148 | $ 12,089 | $ 9,891 |
Operating loss | (6,715) | (5,148) | (12,089) | (9,891) |
Other income (loss), net | (2,724) | 4,819 | (1,967) | 7,903 |
Interest income | 790 | 595 | 1,524 | 1,494 |
Interest expense | (1,074) | (1,456) | (2,143) | (2,908) |
Equity loss | (18,400) | (8,947) | (25,387) | (16,395) |
Net loss before income taxes | (28,123) | (10,137) | (40,062) | (19,797) |
Income tax benefit (expense) | 0 | 0 | 0 | 0 |
Net loss | $ (28,123) | $ (10,137) | $ (40,062) | $ (19,797) |
Net loss per share: | ||||
Basic | $ (1.33) | $ (0.48) | $ (1.90) | $ (0.95) |
Diluted | $ (1.33) | $ (0.48) | $ (1.90) | $ (0.95) |
Weighted average shares used in computing basic and diluted loss per share: | 21,128 | 20,927 | 21,119 | 20,903 |
Acquisitions of Ownership Interests in Partner Companies and Funds
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6 Months Ended |
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Jun. 30, 2013
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Acquisitions of Ownership Interests in Partner Companies and Funds |
3. Acquisitions of Ownership Interests in Partner Companies and Funds During the six months ended June 30, 2013, the Company funded $2.3 million for participations in loan and equity interests initiated by Penn Mezzanine. Included in this funding were $2.2 million for participation in a loan and $0.1 million for participation in equity of the borrower acquired by Penn Mezzanine. During the six months ended June 30, 2013, the Company funded an aggregate of $5.3 million of a convertible bridge loan to PixelOptics. The Company previously deployed an aggregate of $31.6 million in PixelOptics. PixelOptics provides electronic corrective eyeglasses designed to substantially reduce or eliminate the visual distortion and other limitations associated with multifocal lenses. The Company accounts for its interest in PixelOptics under the equity method. In June 2013, the Company deployed an additional $5.3 million into Medivo, Inc. (“Medivo”). The Company had previously acquired an interest in Medivo in November 2011 for $6.3 million. Medivo is a 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. With respect to the June 2013 deployment, the difference between the Company’s cost and its interest in the underlying net assets of Medivo was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets. In June 2013, the Company funded $0.3 million of a convertible bridge loan to Alverix, Inc (“Alverix”). The Company had previously deployed an aggregate of $8.8 million in Alverix. Alverix provides next-generation instrument and connectivity platforms for diagnostic Point-of-Care testing. The Company accounts for its interest in Alverix under the equity method. In May 2013, the Company funded $0.2 million of a convertible bridge loan to Hoopla Software, Inc. (“Hoopla”). The Company had previously acquired an interest in Hoopla in December 2011 for $1.3 million. Hoopla helps organizations create high performance sales cultures through software-as-a-service solutions that integrate with customer relationship management systems. The Company accounts for its interest in Hoopla under the equity method. In March 2013, the Company deployed an additional $1.7 million into Lumesis, Inc. (“Lumesis”). The Company had previously acquired an interest in Lumesis in February 2012 for $2.2 million. Lumesis is a financial technology company that is dedicated to delivering 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 allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets. In February 2013, the Company acquired a 6.5% ownership interest in Clutch Holdings, LLC (“Clutch”) for $0.5 million. Clutch is a mobile commerce platform that unifies applications associated with gifting, loyalty and shopping programs to improve the customer experience. The Company accounts for its interest in Clutch under the cost method. In February 2013, the Company acquired a 27.6% ownership interest in Pneuron, Inc. (“Pneuron”) for $5.0 million. Pneuron helps enterprise companies reduce the time and cost of application development by building solutions across heterogeneous databases and applications. The Company accounts for its ownership interest in Pneuron under the equity method. The difference between the Company’s cost and its interest in the underlying net assets of Pneuron was preliminarily allocated to intangible assets and goodwill as reflected in the carrying value in Ownership interests in and advances to partner companies and funds on the Consolidated Balance Sheets. In January 2013, the Company acquired a 7.7% interest in Sotera Wireless, Inc. (“Sotera”). The Company deployed $1.3 million into Sotera and acquired additional shares from a previous investor for $1.2 million. Sotera is a medical device company that has developed a wireless patient monitoring platform that is designed to keep clinicians connected to their patients. The Company accounts for its interest in Sotera under the cost method. |
Ownership Interests in and Advances to Partner Companies and Funds (Tables)
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Jun. 30, 2013
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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 and private equity funds.
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Results of Operations of PixelOptics | The results of PixelOptics are reported on a one quarter lag.
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Calculations of Net Loss Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Basic: | ||||
Net loss | $ (28,123) | $ (10,137) | $ (40,062) | $ (19,797) |
Weighted average common shares outstanding | 21,128 | 20,927 | 21,119 | 20,903 |
Net loss per share | $ (1.33) | $ (0.48) | $ (1.90) | $ (0.95) |
Diluted: | ||||
Net loss | $ (28,123) | $ (10,137) | $ (40,062) | $ (19,797) |
Weighted average common shares outstanding | 21,128 | 20,927 | 21,119 | 20,903 |
Net loss per share | $ (1.33) | $ (0.48) | $ (1.90) | $ (0.95) |
Acquisitions of Ownership Interests in Partner Companies and Funds - Additional Information (Detail) (USD $)
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6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | ||||||
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Jun. 30, 2013
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Jun. 30, 2012
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Nov. 30, 2011
Mendivo, Inc.
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Jun. 30, 2013
Mendivo, Inc.
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May 31, 2013
Hoopla Software, Inc.
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Dec. 31, 2011
Hoopla Software, Inc.
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Jun. 30, 2013
Penn Mezzanine
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Feb. 28, 2013
Clutch Holdings, LLC
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Mar. 31, 2013
Lumesis, Inc.
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Feb. 29, 2012
Lumesis, Inc.
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Jun. 30, 2013
PixelOptics, Inc.
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Feb. 28, 2013
Pneuron, Inc.
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Jan. 31, 2013
Sotera Wireless, Inc.
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Jun. 30, 2013
Alverix
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Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Acquisitions of ownership interests in companies and funds, net of cash acquired | $ 15,131,000 | $ 16,190,000 | $ 6,300,000 | $ 5,300,000 | $ 500,000 | $ 1,700,000 | $ 2,200,000 | $ 31,600,000 | $ 5,000,000 | $ 1,300,000 | $ 8,800,000 | |||
Fund amount for participations in loan | 200,000 | 2,200,000 | ||||||||||||
Fund amount for participations in equity interests | 1,300,000 | 100,000 | ||||||||||||
Fund amount for participations in loan and equity interests | 2,300,000 | |||||||||||||
Ownership interest under equity method, percentage | 6.50% | 27.60% | 7.70% | |||||||||||
Convertible bridge loan | 5,300,000 | 300,000 | ||||||||||||
Acquired additional shares from a previous investor | $ 1,200,000 |
Ownership Interests in and Advances to Partner Companies and Funds - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | 3 Months Ended | ||||||||||
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Mar. 31, 2013
Private equity funds
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Mar. 31, 2012
Private equity funds
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Jun. 30, 2013
Nupathe
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Jun. 30, 2013
Nupathe
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Jun. 30, 2013
PixelOptics, Inc.
Private equity funds
|
Jun. 30, 2012
PixelOptics, Inc.
Private equity funds
|
Jun. 30, 2013
Penn Mezzanine
|
Jun. 30, 2012
Penn Mezzanine
|
Jun. 30, 2013
Penn Mezzanine
Impairment charge related to loan participation
|
Jun. 30, 2012
Penn Mezzanine
Impairment charge related to loan participation
|
Jun. 30, 2012
Penn Mezzanine
Equity participation
|
Jun. 30, 2013
Penn Mezzanine
Warrants
|
Jun. 30, 2012
Penn Mezzanine
Warrants
|
|
Investment [Line Items] | |||||||||||||
Recognized impairment charges | $ 0.2 | $ 0.4 | $ 9.9 | $ 3.7 | $ 0.3 | $ 0.7 | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.1 | $ 0.1 | ||
Recognition of unrealized loss (gain) on mark-to-market of ownership interests | $ 2.4 | $ 1.6 |
Carrying Values of Convertible Senior Debentures (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Debt Instrument [Line Items] | ||
Convertible senior debentures | $ 49,440 | $ 48,991 |
Less: current portion | (470) | |
Convertible senior debentures-non-current | 48,970 | 48,991 |
Convertible Senior Debentures due 2018
|
||
Debt Instrument [Line Items] | ||
Convertible senior debentures | 48,970 | 48,483 |
Convertible Senior Debentures due 2014
|
||
Debt Instrument [Line Items] | ||
Convertible senior debentures | 29 | 67 |
Convertible Senior Debentures due 2024
|
||
Debt Instrument [Line Items] | ||
Convertible senior debentures | $ 441 | $ 441 |
Operating Segments - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Segment Reporting Information [Line Items] | ||
Non-consolidated partner companies | 20 | |
Other Items
|
||
Segment Reporting Information [Line Items] | ||
Total assets included cash, cash equivalents, cash held in escrow, and marketable securities | $ 180.1 | $ 212.5 |
Penn Mezzanine
|
||
Segment Reporting Information [Line Items] | ||
Ownership interest under equity method, percentage | 36.00% |
Convertible Debentures and Credit Arrangements - Convertible Senior Debentures due 2014 - Additional Information (Detail) (Convertible Senior Debentures due 2014, USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
|
Nov. 30, 2012
|
---|---|---|
Convertible Senior Debentures due 2014
|
||
Debt Instrument [Line Items] | ||
Aggregate face value of convertible senior debentures | $ 46.9 | |
Repurchase of Debentures | $ 58.7 |
Segment Data from Operations (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
|
Segment Reporting Information [Line Items] | |||||
Operating loss | $ (6,715) | $ (5,148) | $ (12,089) | $ (9,891) | |
Interest income | 790 | 595 | 1,524 | 1,494 | |
Equity loss | (18,400) | (8,947) | (25,387) | (16,395) | |
Net loss | (28,123) | (10,137) | (40,062) | (19,797) | |
Segment Assets | 336,118 | 336,118 | 374,144 | ||
Healthcare
|
|||||
Segment Reporting Information [Line Items] | |||||
Equity loss | (14,850) | (8,820) | (20,750) | (15,159) | |
Net loss | (17,275) | (3,270) | (22,340) | (6,180) | |
Segment Assets | 75,154 | 75,154 | 83,500 | ||
Technology
|
|||||
Segment Reporting Information [Line Items] | |||||
Equity loss | (3,399) | (56) | (4,500) | (1,045) | |
Net loss | (3,399) | (56) | (4,500) | (1,045) | |
Segment Assets | 61,266 | 61,266 | 58,753 | ||
Penn Mezzanine
|
|||||
Segment Reporting Information [Line Items] | |||||
Operating loss | (4) | (2) | (9) | (4) | |
Interest income | 380 | 277 | 724 | 848 | |
Equity loss | (94) | (69) | (164) | (188) | |
Net loss | (13) | (533) | 328 | (83) | |
Segment Assets | 13,186 | 13,186 | 12,153 | ||
Total Segments
|
|||||
Segment Reporting Information [Line Items] | |||||
Operating loss | (4) | (2) | (9) | (4) | |
Interest income | 380 | 277 | 724 | 848 | |
Equity loss | (18,343) | (8,945) | (25,414) | (16,392) | |
Net loss | (20,687) | (3,859) | (26,512) | (7,308) | |
Segment Assets | 149,606 | 149,606 | 154,406 | ||
Other Items
|
|||||
Segment Reporting Information [Line Items] | |||||
Operating loss | (6,711) | (5,146) | (12,080) | (9,887) | |
Interest income | 410 | 318 | 800 | 646 | |
Equity loss | (57) | (2) | 27 | (3) | |
Net loss | (7,436) | (6,278) | (13,550) | (12,489) | |
Segment Assets | $ 186,512 | $ 186,512 | $ 219,738 |
Results of Operations of PixelOptics (Detail) (PixelOptics, Inc., USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
PixelOptics, Inc.
|
||
Results of Operations: | ||
Revenue | $ 539 | $ 307 |
Operating loss | (5,855) | (8,721) |
Net loss | $ (7,061) | $ (9,012) |
General
|
6 Months Ended |
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Jun. 30, 2013
|
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General | 1. General The accompanying unaudited interim Consolidated Financial Statements of Safeguard Scientifics, Inc. (“Safeguard” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America and the interim financial statement rules and regulations of the SEC. In the opinion of management, these statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements. The interim operating results are not necessarily indicative of the results for a full year or for any interim period. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The Consolidated Financial Statements included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-Q and with the Company’s Consolidated Financial Statements and Notes thereto included in the Company’s 2012 Annual Report on Form 10-K. |
Fair Value Measurements
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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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 June 30, 2013 and December 31, 2012:
As of June 30, 2013, $70.2 million of marketable securities had contractual maturities which were less than one year and $7.2 million of marketable securities had contractual maturities greater than one year. Held-to-maturity securities are carried at amortized cost, which, due to the short-term maturity of these instruments, approximates fair value using quoted prices in active markets for identical assets or liabilities defined as Level 1 inputs under the fair value hierarchy. The Company recorded an impairment charge of $9.9 million related to PixelOptics in the three months ended June 30, 2013 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 $3.3 million based on Level 3 inputs as defined above. The inputs and valuation techniques used included primarily an evaluation of discounted cash flows for PixelOptics. The Company’s Penn Mezzanine warrant participations are carried at fair value. The value of the Company’s holdings in warrant participations is measured by reference to Level 3 inputs. The inputs and valuation techniques used include discounted cash flows and valuation of comparable public companies. The Company recorded an impairment charge of $0.3 million related to its Penn Mezzanine debt and equity participations in the three months ended June 30, 2013 measured as the amount by which the carrying value of the Company’s participation in the debt, equity and warrant interests acquired by Penn Mezzanine exceeded their estimated fair values. The Company’s ownership interests in NuPathe are accounted for at fair value. In February 2013, the Company converted its 2,500 shares of preferred stock units, acquired in October 2012, into 2.5 million shares of common stock in NuPathe. The preferred stock units had been valued using Level 3 inputs. The fair value of the Company’s ownership interest in NuPathe’s common stock was measured using quoted market prices for NuPathe’s common stock as traded on the NASDAQ 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 warrants and options was measured using a Black-Scholes option pricing model, which is based on Level 3 inputs as defined above. |
Ownership Interests in and Advances to Partner Companies and Funds
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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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.
The Company recognized impairment charges of $9.9 million and $3.7 million related to PixelOptics Inc. (“PixelOptics”) in the three months ended June 30, 2013 and 2012, respectively, which are reflected in Equity loss in the Consolidated Statements of Operations. The impairment in 2013 was based on the decision of PixelOptics to seek additional capital from independent sources as well as the Company’s decision to deploy no substantial additional capital in PixelOptics. The impairment in 2012 was based upon launch delays and related supply chain issues, as well as the pricing of a transaction between other institutional shareholders in PixelOptics. The Company recorded impairment charges of $0.3 million and $0.7 million related to its Penn Mezzanine debt and equity participations in the three months ended June 30, 2013 and 2012, respectively, which are reflected in Other income (loss), net in the Consolidated Statements of Operations. In the three months ended June 30, 2013, the charge included $0.2 million related to loan participations and $0.1 million representing an adjustment to the fair value of the Company’s participation in warrants. In the three months ended June 30, 2012, the charge included $0.2 million related to loan participations, $0.4 million related to equity participations and $0.1 million representing an adjustment to the fair value of the Company’s participation in warrants. The Company recognized impairment charges of $0.2 million and $0.4 million related to its interest in a legacy private equity fund in the first quarter of 2013 and 2012, respectively, which are reflected in Other income (loss), net in the Consolidated Statements of Operations. For the three and six months ended June 30, 2013, the Company recognized an unrealized loss of $2.4 million and $1.6 million, respectively, on the mark-to-market of its holdings in NuPathe, Inc. (“NuPathe”), which is included in Other income (loss), net in the Consolidated Statements of Operations. The following unaudited summarized results of operations for the three months ended March 31, 2013 and 2012 for PixelOptics have been compiled from the unaudited financial statements of PixelOptics. The results of PixelOptics are reported on a one quarter lag.
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NovaSom, Inc.
|
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|
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Healthcare
PixelOptics, Inc.
|
Jun. 30, 2013
Healthcare
Putney, Inc.
|
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Healthcare
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ThingWorx, Inc.
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Schedule Of Equity Method Investments [Line Items] | |||||||||||||||||||||||||
Ownership interest under equity method, percentage | 7.70% | 27.60% | 40.20% | 49.20% | 30.00% | 34.50% | 30.30% | 24.60% | 27.60% | 35.00% | 38.30% | 22.50% | 35.40% | 25.30% | 44.20% | 22.20% | 27.60% | 23.10% | 39.80% | ||||||
Ownership interest under cost method, percentage | 12.60% | 7.40% | |||||||||||||||||||||||
Ownership interest under fair value method, percentage | 16.60% | [1] | |||||||||||||||||||||||
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Income Taxes - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Income Taxes [Line Items] | ||||
Income tax benefit (expense) | $ 0 | $ 0 | $ 0 | $ 0 |