SAFEGUARD SCIENTIFICS INC, 10-Q filed on 5/6/2022
Quarterly Report
v3.22.1
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2022
May 02, 2022
Document Information [Line Items]    
Entity Central Index Key 0000086115  
Entity Registrant Name SAFEGUARD SCIENTIFICS INC  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2022  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2022  
Document Transition Report false  
Entity File Number 1-5620  
Entity Incorporation, State or Country Code PA  
Entity Tax Identification Number 23-1609753  
Entity Address, Address Line One 150 N. Radnor Chester Road  
Entity Address, City or Town Radnor  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19087  
City Area Code 610  
Local Phone Number 293-0600  
Title of 12(b) Security common stock, par value $0.10  
Trading Symbol SFE  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Small Business true  
Entity Filer Category Non-accelerated Filer  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   16,410,543
v3.22.1
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Current Assets:    
Cash and cash equivalents $ 19,407 $ 24,739
Restricted cash 25 25
Ownership interests 2,552 4,549
Prepaid expenses and other current assets 914 965
Total current assets 22,898 30,278
Right-of-use asset, net 1,497 1,561
Ownership interests and advances 21,573 21,972
Other assets 230 217
Total Assets 46,198 54,028
Current Liabilities:    
Accounts payable 0 41
Accrued compensation and benefits 85 794
Accrued expenses and other current liabilities 550 524
Lease liability - current 375 375
Total current liabilities 1,010 1,734
Lease liability - non-current 1,589 1,678
Other long-term liabilities 50 50
Total Liabilities 2,649 3,462
Commitments and contingencies (Note 9)
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 and outstanding at March 31, 2022 and December 31, 2021 2,157 2,157
Additional paid-in capital 805,787 806,638
Treasury stock, at cost; 5,094 and 5,068 shares at March 31, 2022 and December 31, 2021, respectively (48,026) (48,569)
Accumulated deficit (716,344) (709,635)
Accumulated other comprehensive loss (25) (25)
Total Equity 43,549 50,566
Total Liabilities and Equity $ 46,198 $ 54,028
v3.22.1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
shares in Thousands
Mar. 31, 2022
Dec. 31, 2021
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, shares authorized (in shares) 1,000 1,000
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, shares authorized (in shares) 83,333 83,333
Common stock, shares issued (in shares) 21,573 21,573
Common stock, shares outstanding (in shares) 21,573 21,573
Treasury stock, shares (in shares) 5,094 5,068
v3.22.1
Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
General and administrative expense $ 1,234 $ 2,463
Operating loss (1,234) (2,463)
Other income (loss), net (1,997) 706
Interest income 101 53
Equity income (loss), net (3,579) 19,329
Net income (loss) before income taxes (6,709) 17,625
Net income (loss) $ (6,709) $ 17,625
Net income (loss) per share:    
Basic (in dollars per share) $ (0.40) $ 0.84
Diluted (in dollars per share) $ (0.40) $ 0.84
Weighted average shares used in computing income (loss) per share:    
Basic (in shares) 16,587 20,902
Diluted (in shares) 16,587 20,930
v3.22.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Cash Flows from Operating Activities:    
Net cash used in operating activities $ (1,001) $ (2,157)
Cash Flows from Investing Activities:    
Proceeds from sales of ownership interests 298 9,419
Advances and loans to ownership interests (3,400) (1,000)
Net cash (used in) provided by investing activities (3,102) 8,419
Cash Flows from Financing Activities:    
Repurchases of Company common stock (779) 0
Tax withholdings related to equity-based awards (450) (88)
Net cash used in financing activities (1,229) (88)
Net change in cash, cash equivalents and restricted cash (5,332) 6,174
Cash, cash equivalents and restricted cash at beginning of period 24,764 15,601
Cash, cash equivalents and restricted cash at end of period $ 19,432 $ 21,775
v3.22.1
Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Stock [Member]
Total
Balance at Dec. 31, 2020 $ (736,639) $ (25) $ 2,157 $ 807,582 $ (10,200) $ 62,875
Balance (in shares) at Dec. 31, 2020     21,573   688  
Net income (loss) 17,625         17,625
Restricted stock awards, forfeitures and shares repurchased for tax withholdings, net       (593) $ 963 370
Restricted stock awards, forfeitures and shares repurchased for tax withholdings, net (in shares)         (58)  
Stock-based compensation expense       122   122
Balance at Mar. 31, 2021 (719,014) (25) $ 2,157 807,111 $ (9,237) 80,992
Balance (in shares) at Mar. 31, 2021     21,573   630  
Balance at Dec. 31, 2020 (736,639) (25) $ 2,157 807,582 $ (10,200) 62,875
Balance (in shares) at Dec. 31, 2020     21,573   688  
Net income (loss)           17,625
Balance at Dec. 31, 2021 (709,635) (25) $ 2,157 806,638 $ (48,569) 50,566
Balance (in shares) at Dec. 31, 2021     21,573   5,068  
Net income (loss) (6,709)         (6,709)
Repurchases of common stock         $ (779) (779)
Repurchases of common stock (in shares)         148  
Restricted stock awards, forfeitures and shares repurchased for tax withholdings, net       (1,019) $ 1,322 303
Restricted stock awards, forfeitures and shares repurchased for tax withholdings, net (in shares)         (122)  
Stock-based compensation expense       168 $ 0 168
Balance at Mar. 31, 2022 $ (716,344) $ (25) $ 2,157 $ 805,787 $ (48,026) $ 43,549
Balance (in shares) at Mar. 31, 2022     21,573   5,094  
v3.22.1
Note 1 - General
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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 2021 Annual Report on Form 10-K.

 

Liquidity

 

As of March 31, 2022 the Company had $19.4 million of cash and cash equivalents.

 

In January 2018, Safeguard ceased deploying capital into new opportunities in order to focus on supporting the existing ownership interests and maximizing monetization opportunities to enable returning value to shareholders. We have considered and taken action on various initiatives including the sale of individual ownership interests, the sale of certain or all ownership interests in secondary market transactions as well as other opportunities to maximize shareholder value.  As we seek to provide additional funding to existing companies where we have an ownership interest, we may be required to expend our cash or incur debt, which will decrease our liquidity.  From time to time, we are engaged in discussions concerning acquisitions and dispositions which, if consummated, could impact our liquidity, perhaps significantly.  Accordingly, the Company could also pursue other sources of capital in order to maintain its liquidity.    

 

The Company believes that its cash and cash equivalents at March 31, 2022 will be sufficient to fund operations past one year from the issuance of these Consolidated Financial Statements.

 

Principles of Accounting for Ownership Interests

 

The Company accounts for its ownership interests using one of the following methods: Equity or Other. The accounting method applied is generally determined by the degree of the Company's influence over the entity, primarily determined by our voting interest in the entity.

 

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

 

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

 

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

 

Other Method. We account for ownership interests in companies that are not accounted for under the equity method that do not have a readily determinable fair value under the fair value measurement alternative. Under the fair value measurement alternative, these ownership interests are based on our original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar interest of the same issuer. Under this method, our share of the income or losses of such companies is not included in our Consolidated Statements of Operations, however, the result of observable price changes, if any, are reflected in Other income (loss), net. We include the carrying value of these interests in Ownership interests and advances on the Consolidated Balance Sheets.

 

The Company accounts for ownership interests that are not accounted for under the equity method and have a readily determinable fair value at fair value based on the closing stock price on the last trading day of the reporting period.  As of March 31, 2022 those ownership interests consist of approximately 1.3 million shares of Bright Health Group ("Bright Health") common shares valued at $2.6 million.  

 

Comprehensive Income (loss)

 

During the quarter ended March 31, 2022 and 2021, there were no items of comprehensive income (loss). 

 

Impairment of Ownership Interests and Advances

 

On a periodic basis, but no less frequently than quarterly, the Company evaluates the carrying value of its ownership interests and advances for possible impairment based on achievement of business plan objectives and milestones, the estimated fair value of each company relative to its carrying value, the financial condition and prospects of the company and other relevant factors. The business plan objectives and milestones the Company considers include, among others, those related to financial performance, such as achievement of planned financial results or completion of capital raising activities, and those that are not primarily financial in nature, such as hiring of key employees or the establishment of strategic relationships.

 

Management then determines whether there has been an other than temporary decline in the value of its ownership interest in the company. Impairment is measured as the amount by which the carrying value of an asset exceeds its estimated fair value.

 

The estimated fair value of privately held companies is generally determined based on the value at which independent third parties have invested or have committed to invest in these companies or based on other valuation methods, including discounted cash flows, valuation of comparable public companies and the valuation of acquisitions of similar companies.

 

Impairment charges related to equity method companies are included in Equity income (loss), net in the Consolidated Statements of Operations. Impairment charges related to non-equity method companies are included in Other income (loss), net in the Consolidated Statements of Operations.

 

The reduced cost basis of a previously impaired company accounted for using the Equity method is not written-up even if circumstances suggest the value of the company has subsequently recovered.

v3.22.1
Note 2 - Ownership Interests and Advances
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]

2. Ownership Interests and Advances

 

The following summarizes the carrying value of the Company’s ownership interests and advances. 

  

  

March 31, 2022

  

December 31, 2021

 
  

(Unaudited - In thousands)

 

Equity Method:

        

Companies

 $17,292  $21,091 

Private equity funds

  117   117 
   17,409   21,208 

Other Method:

        

Companies, fair value

  2,552   4,549 

Companies, fair value measurement alternative

  514   514 

Private equity funds, fair value measurement alternative

  250   250 
   3,316   5,313 

Advances to companies

  3,400    
  $24,125  $26,521 

 

 

There were no impairments recorded during the three months ended March 31, 2022 or 2021, respectively.

 

As of March 31, 2022, the Company held ownership interests accounted for using the equity method in 9 non-consolidated companies.  Certain of the Company's ownership interests as of March 31, 2022 included the following:

 

 

Company Name

 

Safeguard Primary Ownership as of March 31, 2022

 

Accounting Method

Aktana, Inc.

 

13.4%

 

Equity

Clutch Holdings, Inc.

 

41.7%

 

Equity

InfoBionic, Inc.

 

25.2%

 

Equity

Lumesis, Inc.

 

43.2%

 

Equity

MediaMath, Inc.

 

13.2%

 

Other

meQuilibrium

 

31.9%

 

Equity

Moxe Health Corporation

 

27.6%

 

Equity

Prognos Health Inc.

 

28.5%

 

Equity

Syapse, Inc.

 

11.0%

 

Equity

Trice Medical, Inc.

 

12.6%

 

Equity

 

 

Summarized Financial Information

 

The following table summarizes the statement of operations data for the companies accounted for under the equity method for the three months ended March 31, 2022 and 2021, respectively. These results have been compiled from the respective companies' financial statements, reflect certain historical adjustments, and are reported on a one quarter lag basis. Results of operations of the companies are excluded for periods prior to their acquisition, subsequent to their disposition and subsequent to the discontinuation of the equity method of accounting. Historical results are not adjusted when the Company exits, writes-off or discontinues the equity method of accounting. 

 

  

Three Months Ended March 31,

 
  

2022

  

2021

 
  

(Unaudited - In thousands)

 

Results of Operations:

        

Revenue

 $38,811  $40,168 

Gross profit

 $24,920  $28,228 

Net loss

 $(30,862) $(23,021)

 

v3.22.1
Note 3 - Acquisitions of Ownership Interests
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Equity Method and Other Investments Disclosure [Text Block]

3. Acquisitions of Ownership Interests

 

The following is a summary of additional deployments during the three month period ended  March 31, 2022:

 

The Company funded $2.0 million of convertible loans to Prognos Health Inc.  The Company had previously deployed an aggregate of $12.6 million.  Prognos is a healthcare platform company transforming the ability to access, manage and analyze healthcare data in partnership with Life Sciences brands, payers, and clinical diagnostics organizations.  Prognos' innovations enhance the value of laboratory results and clinical diagnostic data through advanced analtics and articificial intelligence techniques.

 

The Company funded $1.4 million of convertible loans to Clutch Holdings, Inc. The Company had previously deployed an aggregate of $16.9 million.  Clutch provides customer intelligence and personalized engagements that empower consumer-focused businesses to identify, understand and motivate each segment of their customer base. 

 

v3.22.1
Note 4 - Fair Value Measurements
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

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. 

 

Cash, cash equivalents and restricted cash approximate fair value due to their short term nature.  The Company did not have any Level 2 or Level 3 financial assets or liabilities measured at fair value on a recurring basis as of March 31, 2022 or December 31, 2021.

 

  

Carrying

  

Fair Value Measurement at March 31, 2022

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 
  

(Unaudited - In thousands)

 

Cash and cash equivalents

 $19,407  $19,407  $  $ 
                 

Restricted cash

 $25  $25  $  $ 
                 

Ownership interests

 $2,552  $2,552  $  $ 

 

  

Carrying

  

Fair Value Measurement at December 31, 2021

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 
  

(Unaudited - In thousands)

 

Cash and cash equivalents

 $24,739  $24,739  $  $ 
                 

Restricted cash

 $25  $25  $  $ 
                 

Ownership interests

 $4,549  $4,549  $  $ 
                 

 

Ownership interests accounted for at fair value as of March 31, 2022 consist of approximately 1.3 million common shares of Bright Health.  The securities are carried at fair value based on the closing stock price on the last trading day of the reporting period.  

v3.22.1
Note 5 - Stock-Based Compensation
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

5. Stock-Based Compensation

 

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

 

   

Three Months Ended March 31,

 
   

2022

   

2021

 
   

(Unaudited - In thousands)

 

General and administrative expense

  $ 314     $ 245  
    $ 314     $ 245  

 

Stock-based compensation consists of time based awards to employees, liability based awards to employees to be settled in stock, performance based awards to employees, other non-employee grants and liability based awards to Directors for quarterly and annual services.  During the three months ended March 31, 2022 and 2021, the Company awarded 10 thousand and 11 thousand restricted stock awards, respectively to non-employee directors for compensation.  The Company also issued 162 thousand shares for employee services and 9 thousand shares for non-employee services during the three months ended March 31, 2022, respectively, based on the terms of service agreements.

v3.22.1
Note 6 - Income Taxes
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

6. Income Taxes

 

The Company recorded no consolidated income tax benefit (expense) for the three months ended March 31, 2022 and 2021. The Company has recorded a valuation allowance to reduce its net deferred tax asset to an amount that is more likely than not to be realized in future years. Accordingly, the tax provision that would have been recognized in the three months ended March 31, 2022 was offset by changes in the valuation allowance. During the three months ended March 31, 2022, the Company had no material changes in uncertain tax positions.

 

v3.22.1
Note 7 - Net Income (Loss) Per Share
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Earnings Per Share [Text Block]

7. Net Income (Loss) Per Share

 

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

 

  

Three Months Ended March 31,

 
  

2022

  

2021

 
  

(Unaudited - In thousands, except per share data)

 

Basic:

        

Net income (loss)

 $(6,709) $17,625 

Weighted average common shares outstanding

  16,587   20,902 

Net income (loss) per share

 $(0.40) $0.84 
         

Diluted:

        

Net income (loss) for dilutive share computation

 $(6,709) $17,625 
         

Number of shares used in basic per share computation

  16,587   20,902 

Unvested restricted stock and DSU's

     28 

Employee stock options

      

Weighted average common shares outstanding

  16,587   20,930 
         

Net income (loss) per dilutive share

 $(0.40) $0.84 

 

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 an equity method 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 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 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, 2022 and 2021, options to purchase 21 thousand and 45 thousand shares of common stock, respectively, at prices ranging from $10.37 to $17.11 and $10.37 to $17.11, respectively, were excluded from the calculations.

   
 

At March 31, 2022 and 2021, unvested restricted stock, performance-based stock units and DSUs convertible into 0.2 million and 0.3 million shares of stock, respectively, were excluded from the calculations.

   

 

v3.22.1
Note 8 - Segment Reporting
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

8. Segment Reporting

 

The Company operates as one operating segment based upon the similar nature of its technology-driven 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, 2022 and December 31, 2021, all of the Company’s assets were located in the United States.

 

v3.22.1
Note 9 - Commitments and Contingencies
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

9. Commitments and Contingencies

 

In March 2019, the Company entered into a sublease of its prior corporate headquarters office space beginning in June 2019. The term of the sublease is through April 2026, the same as the Company's underlying lease. Fixed sublease payments to the Company are escalating over the term of the sublease and are reported as a component of general and administrative expenses.

 

A summary of the Company's operating lease cash flows at March 31, 2022 follows:

 

   

Operating lease payments

   

Expected sublease receipts

 
   

(Unaudited - In thousands)

 

2022 (nine months ending December 31)

  $ 452     $ 408  

2023

    607       557  

2024

    613       573  

2025

    619       590  

2026

    207       199  

2027

           

Thereafter

           

Total future minimum lease payments

    2,498     $ 2,327  

Less imputed interest

    (534 )        

Total operating lease liabilities

  $ 1,964          

 

 

The Company and the companies in which it holds ownership interests are involved in various claims and legal actions arising in the ordinary course of business. In the current opinion of the Company, it is not reasonably possible that the ultimate disposition of these matters will 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 companies. The Company records costs associated with legal fees as such services are rendered.

 

The Company has provided a guarantee, which is fully funded by escrowed funds held by a third party, of $3.8 million at March 31, 2022 which related to one of the Company's private equity fund interests.

 

In 2018, the Board of Directors (the “Board”) of the Company adopted a long-term incentive plan, which was amended in February 2019 and June 2020, known as the Amended and Restated Safeguard Scientifics Transaction Bonus Plan, (the “LTIP”). The purpose of the LTIP is to promote the interests of the Company and its shareholders by providing an additional incentive to employees to maximize the value of the Company in connection with the execution of the business strategy that the Company adopted and announced in January 2018. The June 2020 amendment lowered the level of the first threshold and the resulting bonus pool percentage as an incentive to employees to accelerate actions consisent with the business strategy.  Under the LTIP, participants, which include certain current and former employees, have received awards that may result in cash payments in connection with sales of the Company’s ownership interests (“Sale Transaction(s)”). The LTIP provides for a bonus pool corresponding to certain specified vesting thresholds (some of which have already been met and paid) or specified events. The remaining bonus pool will range from an amount equal to 1.0% of incremental proceeds received at the next threshold to 1.3% at higher thresholds.  A minimum pool will also be created and paid under specified events. The bonus pool will be allocated and paid to participants in the LTIP based on the product of (i) the participant’s applicable bonus pool percentage and (ii) the bonus pool calculated as of the vesting date, minus any previously paid portion of the bonus pool. Any portion of the bonus pool available as of the applicable vesting date that is reserved will be allocated in connection with each vesting date so that the entire bonus pool available as of such vesting date is allocated and payable to participants. Subject to the terms of the LTIP, payments under the LTIP will be paid in cash within 60 days of the applicable vesting date. All current officers and employees of the Company are eligible to participate in the LTIP. The Board, in its sole discretion, will determine the participants to whom awards are granted under the LTIP. The Company did not make any payments during the three months ended March 31, 2021 and has no amounts accrued as of March 31, 2022

 

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 maximum aggregate exposure under employment and severance agreements for remaining employees was approximately $0.9 million at March 31, 2022.

 

In June 2011, the Company's former ownership interest, 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.

 

v3.22.1
Note 10 - Equity
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

10. 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. The Company has not repurchased any shares under such authorization during 2021 or the three months ended March 31, 2022.

 

In March 2022, the Company's Board of Directors replaced a previously existing share repurchase plan that was authorized in May 2021 with a newly authorized $3.0 million share repurchase plan using existing funds in accordance with the requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the three months ended March 31, 2022, the Company repurchased 147,795 shares for an aggregate price of $0.8 million at an average cost at $5.27 per share pursuant to this plan.

v3.22.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2022
Accounting Policies [Abstract]  
Liquidity, Policy [Policy Text Block]

Liquidity

 

As of March 31, 2022 the Company had $19.4 million of cash and cash equivalents.

 

In January 2018, Safeguard ceased deploying capital into new opportunities in order to focus on supporting the existing ownership interests and maximizing monetization opportunities to enable returning value to shareholders. We have considered and taken action on various initiatives including the sale of individual ownership interests, the sale of certain or all ownership interests in secondary market transactions as well as other opportunities to maximize shareholder value.  As we seek to provide additional funding to existing companies where we have an ownership interest, we may be required to expend our cash or incur debt, which will decrease our liquidity.  From time to time, we are engaged in discussions concerning acquisitions and dispositions which, if consummated, could impact our liquidity, perhaps significantly.  Accordingly, the Company could also pursue other sources of capital in order to maintain its liquidity.    

 

The Company believes that its cash and cash equivalents at March 31, 2022 will be sufficient to fund operations past one year from the issuance of these Consolidated Financial Statements.

 

Investment, Policy [Policy Text Block]

Principles of Accounting for Ownership Interests

 

The Company accounts for its ownership interests using one of the following methods: Equity or Other. The accounting method applied is generally determined by the degree of the Company's influence over the entity, primarily determined by our voting interest in the entity.

 

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

 

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

 

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

 

Other Method. We account for ownership interests in companies that are not accounted for under the equity method that do not have a readily determinable fair value under the fair value measurement alternative. Under the fair value measurement alternative, these ownership interests are based on our original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar interest of the same issuer. Under this method, our share of the income or losses of such companies is not included in our Consolidated Statements of Operations, however, the result of observable price changes, if any, are reflected in Other income (loss), net. We include the carrying value of these interests in Ownership interests and advances on the Consolidated Balance Sheets.

 

The Company accounts for ownership interests that are not accounted for under the equity method and have a readily determinable fair value at fair value based on the closing stock price on the last trading day of the reporting period.  As of March 31, 2022 those ownership interests consist of approximately 1.3 million shares of Bright Health Group ("Bright Health") common shares valued at $2.6 million.  

 

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Income (loss)

 

During the quarter ended March 31, 2022 and 2021, there were no items of comprehensive income (loss). 

 

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Ownership Interests and Advances

 

On a periodic basis, but no less frequently than quarterly, the Company evaluates the carrying value of its ownership interests and advances for possible impairment based on achievement of business plan objectives and milestones, the estimated fair value of each company relative to its carrying value, the financial condition and prospects of the company and other relevant factors. The business plan objectives and milestones the Company considers include, among others, those related to financial performance, such as achievement of planned financial results or completion of capital raising activities, and those that are not primarily financial in nature, such as hiring of key employees or the establishment of strategic relationships.

 

Management then determines whether there has been an other than temporary decline in the value of its ownership interest in the company. Impairment is measured as the amount by which the carrying value of an asset exceeds its estimated fair value.

 

The estimated fair value of privately held companies is generally determined based on the value at which independent third parties have invested or have committed to invest in these companies or based on other valuation methods, including discounted cash flows, valuation of comparable public companies and the valuation of acquisitions of similar companies.

 

Impairment charges related to equity method companies are included in Equity income (loss), net in the Consolidated Statements of Operations. Impairment charges related to non-equity method companies are included in Other income (loss), net in the Consolidated Statements of Operations.

 

The reduced cost basis of a previously impaired company accounted for using the Equity method is not written-up even if circumstances suggest the value of the company has subsequently recovered.

v3.22.1
Note 2 - Ownership Interests and Advances (Tables)
3 Months Ended
Mar. 31, 2022
Notes Tables  
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block]
  

March 31, 2022

  

December 31, 2021

 
  

(Unaudited - In thousands)

 

Equity Method:

        

Companies

 $17,292  $21,091 

Private equity funds

  117   117 
   17,409   21,208 

Other Method:

        

Companies, fair value

  2,552   4,549 

Companies, fair value measurement alternative

  514   514 

Private equity funds, fair value measurement alternative

  250   250 
   3,316   5,313 

Advances to companies

  3,400    
  $24,125  $26,521 
Schedule of Other Ownership Interests [Table Text Block]

Company Name

 

Safeguard Primary Ownership as of March 31, 2022

 

Accounting Method

Aktana, Inc.

 

13.4%

 

Equity

Clutch Holdings, Inc.

 

41.7%

 

Equity

InfoBionic, Inc.

 

25.2%

 

Equity

Lumesis, Inc.

 

43.2%

 

Equity

MediaMath, Inc.

 

13.2%

 

Other

meQuilibrium

 

31.9%

 

Equity

Moxe Health Corporation

 

27.6%

 

Equity

Prognos Health Inc.

 

28.5%

 

Equity

Syapse, Inc.

 

11.0%

 

Equity

Trice Medical, Inc.

 

12.6%

 

Equity

Equity Method Investments [Table Text Block]
  

Three Months Ended March 31,

 
  

2022

  

2021

 
  

(Unaudited - In thousands)

 

Results of Operations:

        

Revenue

 $38,811  $40,168 

Gross profit

 $24,920  $28,228 

Net loss

 $(30,862) $(23,021)
v3.22.1
Note 4 - Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2022
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
  

Carrying

  

Fair Value Measurement at March 31, 2022

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 
  

(Unaudited - In thousands)

 

Cash and cash equivalents

 $19,407  $19,407  $  $ 
                 

Restricted cash

 $25  $25  $  $ 
                 

Ownership interests

 $2,552  $2,552  $  $ 
  

Carrying

  

Fair Value Measurement at December 31, 2021

 
  

Value

  

Level 1

  

Level 2

  

Level 3

 
  

(Unaudited - In thousands)

 

Cash and cash equivalents

 $24,739  $24,739  $  $ 
                 

Restricted cash

 $25  $25  $  $ 
                 

Ownership interests

 $4,549  $4,549  $  $ 
                 
v3.22.1
Note 5 - Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2022
Notes Tables  
Share-Based Payment Arrangement, Activity [Table Text Block]
   

Three Months Ended March 31,

 
   

2022

   

2021

 
   

(Unaudited - In thousands)

 

General and administrative expense

  $ 314     $ 245  
    $ 314     $ 245  
v3.22.1
Note 7 - Net Income (Loss) Per Share (Tables)
3 Months Ended
Mar. 31, 2022
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended March 31,

 
  

2022

  

2021

 
  

(Unaudited - In thousands, except per share data)

 

Basic:

        

Net income (loss)

 $(6,709) $17,625 

Weighted average common shares outstanding

  16,587   20,902 

Net income (loss) per share

 $(0.40) $0.84 
         

Diluted:

        

Net income (loss) for dilutive share computation

 $(6,709) $17,625 
         

Number of shares used in basic per share computation

  16,587   20,902 

Unvested restricted stock and DSU's

     28 

Employee stock options

      

Weighted average common shares outstanding

  16,587   20,930 
         

Net income (loss) per dilutive share

 $(0.40) $0.84 
v3.22.1
Note 9 - Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2022
Notes Tables  
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
   

Operating lease payments

   

Expected sublease receipts

 
   

(Unaudited - In thousands)

 

2022 (nine months ending December 31)

  $ 452     $ 408  

2023

    607       557  

2024

    613       573  

2025

    619       590  

2026

    207       199  

2027

           

Thereafter

           

Total future minimum lease payments

    2,498     $ 2,327  

Less imputed interest

    (534 )        

Total operating lease liabilities

  $ 1,964          
v3.22.1
Note 1 - General (Details Textual) - USD ($)
$ in Thousands, shares in Millions
Mar. 31, 2022
Dec. 31, 2021
Cash and Cash Equivalents, at Carrying Value, Total $ 19,407 $ 24,739
Debt Securities, Trading, and Equity Securities, FV-NI, Total $ 2,552 $ 4,549
Bright Health [Member]    
Investment Owned, Balance, Shares (in shares) 1.3  
Debt Securities, Trading, and Equity Securities, FV-NI, Total $ 2,600  
v3.22.1
Note 2 - Ownership Interests and Advances - Schedule of Carrying Value of Ownership Interests (Details) - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Equity Method Companies $ 17,409 $ 21,208
Ownership interests 2,552 4,549
Other Method, fair value measurement alternative 3,316 5,313
Advances to companies 3,400 0
Investments and Advances to Affiliates, Current and Noncurrent 24,125 26,521
Partnership Interest [Member]    
Equity Method Companies 17,292 21,091
Ownership interests 2,552 4,549
Other Method, fair value measurement alternative 514 514
Private Equity Funds [Member]    
Equity Method Companies 117 117
Other Method, fair value measurement alternative $ 250 $ 250
v3.22.1
Note 2 - Ownership Interests and Advances - Schedule of Ownership Interests (Details)
Mar. 31, 2022
Aktana, Inc. [Member]  
Ownership Interest 13.40%
Clutch Holdings [Member]  
Ownership Interest 41.70%
InfoBionic, Inc. [Member]  
Ownership Interest 25.20%
Lumesis, Inc. [Member]  
Ownership Interest 43.20%
MediaMath, Inc. [Member]  
Ownership Interest 13.20%
meQuilibrium [Member]  
Ownership Interest 31.90%
Moxe Health Corporation [Member]  
Ownership Interest 27.60%
Prognos Health, Inc. [Member]  
Ownership Interest 28.50%
Syapse, Inc. [Member]  
Ownership Interest 11.00%
Trice Medical, Inc. [Member]  
Ownership Interest 12.60%
v3.22.1
Note 2 - Ownership Interests and Advances - Schedule of Results of Operations (Details) - Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Revenue $ 38,811 $ 40,168
Gross profit 24,920 28,228
Net loss $ (30,862) $ (23,021)
v3.22.1
Note 3 - Acquisitions of Ownership Interests (Details Textual) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Equity Method Investments $ 17,409 $ 21,208
Prognos Health, Inc. [Member]    
Convertible Bridge Loan 2,000  
Equity Method Investments 12,600  
Clutch Holdings [Member]    
Convertible Bridge Loan 1,400  
Equity Method Investments $ 16,900  
v3.22.1
Note 4 - Fair Value Measurements (Details Textual)
shares in Millions
Mar. 31, 2022
shares
Bright Health [Member]  
Investment Owned, Balance, Shares (in shares) 1.3
v3.22.1
Note 4 - Fair Value Measurements - Fair Value of Assets and Liabilities Measured On Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Mar. 31, 2022
Dec. 31, 2021
Reported Value Measurement [Member]    
Cash and cash equivalents $ 19,407 $ 24,739
Restricted cash 25 25
Ownership interests 2,552 4,549
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]    
Cash and cash equivalents 19,407 24,739
Restricted cash 25 25
Ownership interests 2,552 4,549
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]    
Cash and cash equivalents 0 0
Restricted cash 0 0
Ownership interests 0 0
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]    
Cash and cash equivalents 0 0
Restricted cash 0 0
Ownership interests $ 0 $ 0
v3.22.1
Note 5 - Stock-Based Compensation (Details Textual) - shares
shares in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-Based Payment Arrangement, Nonemployee [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) 9  
Share-Based Payment Arrangement, Employee [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) 162  
Restricted Stock [Member] | Share-Based Payment Arrangement, Nonemployee [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) 10 11
v3.22.1
Note 5 - Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
General and administrative expense $ 314 $ 245
General and Administrative Expense [Member]    
General and administrative expense $ 314 $ 245
v3.22.1
Note 7 - Net Income (Loss) Per Share (Details Textual) - $ / shares
shares in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 21 45
Share-Based Payment Arrangement, Option [Member] | Minimum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share) $ 10.37 $ 10.37
Share-Based Payment Arrangement, Option [Member] | Maximum [Member]    
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share) $ 17.11 $ 17.11
Restricted Stock, Performance-based Stock Units, and Deferred Stock Units [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 200 300
v3.22.1
Note 7 - Net Income (Loss) Per Share - Calculations of Net Income (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Basic:      
Net income (loss) $ (6,709) $ 17,625 $ 17,625
Basic (in shares) 16,587 20,902 20,902
Basic (in dollars per share) $ (0.40) $ 0.84 $ 0.84
Diluted:      
Net income (loss) $ (6,709) $ 17,625 $ 17,625
Basic (in shares) 16,587 20,902 20,902
Unvested restricted stock and DSU's (in shares) 0 28  
Employee stock options (in shares) 0 0  
Diluted (in shares) 16,587 20,930 20,930
Diluted (in dollars per share) $ (0.40) $ 0.84 $ 0.84
v3.22.1
Note 8 - Segment Reporting (Details Textual)
3 Months Ended
Mar. 31, 2022
Number of Operating Segments 1
v3.22.1
Note 9 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Mar. 31, 2022
Long-term Incentive Plan, Payments $ 0      
Deferred Compensation Liability, Current and Noncurrent, Total       $ 0
Employee and Severance Agreement, Maximum Aggregate Exposure       900
Minimum [Member]        
Long-term Incentive Plan, Bonus Pool Percent     1.00%  
Maximum [Member]        
Long-term Incentive Plan, Bonus Pool Percent   1.30%    
Private Equity Funds [Member]        
Guarantor Obligations, Current Carrying Value       $ 3,800
v3.22.1
Note 9 - Commitments and Contingencies - Operating Lease Cash Flow (Details)
$ in Thousands
Mar. 31, 2022
USD ($)
2022 (nine months ending December 31) $ 452
2022 (nine months ending December 31) 408
2023, Operating lease payments 607
2023, Expected sublease receipts 557
2024, Operating lease payments 613
2024, Expected sublease receipts 573
2025, Operating lease payments 619
2025, Expected sublease receipts 590
2026, Operating lease payments 207
2026, Expected sublease receipts 199
2027, Operating lease payments 0
2027, Expected sublease receipts 0
Thereafter, Operating lease payments 0
Thereafter, Expected sublease receipt 0
Total future minimum lease payments, Operating lease payments 2,498
Total future minimum lease payments, Expected sublease receipt 2,327
Less imputed interest, Operating lease payments (534)
Total operating lease liabilities, Operating lease payments $ 1,964
v3.22.1
Note 10 - Equity (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Jul. 31, 2015
Treasury Stock, Value, Acquired, Cost Method $ 779    
Share Repurchase Program Authorized in July 2015 [Member]      
Stock Repurchase Program, Authorized Amount     $ 25,000
Treasury Stock, Shares, Acquired (in shares) 0 0  
Share Repurchase Program Authorized in May 2021 [Member]      
Stock Repurchase Program, Authorized Amount $ 3,000    
Treasury Stock, Shares, Acquired (in shares) 147,795    
Treasury Stock, Value, Acquired, Cost Method $ 800    
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) $ 5.27