Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
|---|---|---|
| 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 |
| Treasury stock, shares (in shares) | 630 | 688 |
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
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| General and administrative expense | $ 2,463 | $ 3,532 |
| Operating loss | (2,463) | (3,532) |
| Other income (loss), net | 706 | (3,567) |
| Interest income | 53 | 105 |
| Equity income (loss), net | 19,329 | (9,014) |
| Net income (loss) before income taxes | 17,625 | (16,008) |
| Income tax benefit (expense) | 0 | 0 |
| Net income (loss) | $ 17,625 | $ (16,008) |
| Net income (loss) per share: | ||
| Basic (in dollars per share) | $ 0.84 | $ (0.77) |
| Diluted (in dollars per share) | $ 0.84 | $ (0.77) |
| Weighted average shares used in computing income (loss) per share: | ||
| Basic (in shares) | 20,902 | 20,686 |
| Diluted (in shares) | 20,930 | 20,686 |
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
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| Cash Flows from Operating Activities: | ||
| Net cash used in operating activities | $ (2,157) | $ (2,551) |
| Cash Flows from Investing Activities: | ||
| Proceeds from sales of ownership interests | 9,419 | 708 |
| Acquisitions of ownership interests | 0 | (1,000) |
| Advances and loans to ownership interests | (1,000) | (1,241) |
| Net cash provided by (used in) investing activities | 8,419 | (1,533) |
| Cash Flows from Financing Activities: | ||
| Tax withholdings related to equity-based awards | (88) | (11) |
| Net cash used in financing activities | (88) | (11) |
| Net change in cash, cash equivalents and restricted cash | 6,174 | (4,095) |
| Cash, cash equivalents and restricted cash at beginning of period | 15,601 | 25,053 |
| Cash, cash equivalents and restricted cash at end of period | $ 21,775 | $ 20,958 |
Note 1 - General |
3 Months Ended |
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Mar. 31, 2021 | |
| 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 2020 Annual Report on Form 10-K.
Liquidity
As of March 31, 2021 the Company had $21.8 million of cash and cash equivalents.
In January 2018, Safeguard announced that, from that date forward, the Company will not deploy any capital into new opportunities and will focus on supporting our existing companies and maximizing monetization opportunities to return value to shareholders. In that context, the Company has, is and will consider initiatives including, among others: the sale of individual ownership interests, the sale of certain or all ownership interests in secondary market transactions, or a combination thereof, 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, 2021 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, 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. 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 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. When 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 our equity interests in companies which are not accounted for under the equity method as equity securities without readily determinable fair values. We estimate the fair value of these securities 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.
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 and funds 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.
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Note 2 - Ownership Interests and Advances |
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| 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.
During the quarter ended March 31, 2021, Zipnosis, Inc. was acquired by another entity. The Company received $3.3 million in initial cash proceeds and $15.3 million in preferred equity in the acquiror in connection with this transaction. This ownership interest represents a security that does not have a readily determinable fair value. Due to the inherent uncertainty of determining the fair value of ownership interests that do not have a readily determinable fair value, this estimated value may differ significantly from the value that would have been reported had a ready market for the security existed, and it is reasonably possible that the difference could be material. The Company recognized a $17.0 million gain on the sale, which is included in Equity income (loss), net in the Consolidated Statements of Operations. The fair value of the ownership interests received as a result of the acquisition was estimated based on evaluating several valuation methods available, including the value at which independent third parties have recently invested, the valuation of comparable public companies, and the present value of our expected outcomes. Assumptions considered within these methods include determining which public companies are comparable, projecting forward revenues, selecting an appropriate valuation multiple, discounts to apply for the lack of marketability or lack of comparability, other factors and the relative weight to apply to each valuation method available. Due to the unobservable nature of some of these inputs, we have determined this estimate to be Level 3 fair value measurements. Our ownership interest in the acquiror will be accounted for under the Other method, as such in subsequent periods it could be subject to observable price changes or impairment if our estimated fair value declines.
During the quarter ended March 31, 2021, WebLinc, Inc. was acquired by another entity. The Company received $3.2 million in initial cash proceeds and may receive additional amounts over the next 24 months based on certain transactional performance activities, which could be partially offset by indemnifiable claims. The Company recognized a $0.5 million initial loss on the sale, which is included in Equity income (loss). To the extent additional amounts are collected as contingencies are resolved, those amounts will be recorded as gain on the sale and included within Equity income (loss). QuanticMind was acquired during the first quarter by another entity, however there were no resultant proceeds to the Company. There was no resulting gain or loss due to this equity method ownership interest being impaired during the prior year.
During the quarter ended March 31, 2021, the Company's ownership interest in T-REX Group, Inc. was acquired for $3.0 million in cash, which was accounted for under the Other method. The Company recognized a $0.7 million gain, which is included in Other income (loss), net. Hoopla was also acquired during the first quarter by another entity, however there were no resultant proceeds to the Company. There was no resulting gain or loss due to this Other method ownership interest being impaired during the prior year.
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, 2021 and 2020, 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 equity method of accounting. Historical results are not adjusted when the Company exits, writes-off or discontinues the equity method of accounting.
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Note 3 - Acquisitions of Ownership Interests |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Notes to Financial Statements | |
| Cost and Equity Method 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, 2021:
During the quarter ended March 31, 2021, Syapse raised $68 million of preferred equity which reduced the Company's ownership interest to approximately . The Company recorded a $7.3 million dilution gain as a result of this transaction, which is included in Equity income (loss), net in the Consolidated Statements of Operation. Syapse drives healthcare transformation through precision medicine, enabling provider systems to improve clinical outcomes, streamline operations, and shift to new payment models.
The Company funded an additional $1.0 million of convertible loans to Trice Medical, Inc. The Company had previously deployed an aggregate of $10.8 million. Trice is focused on orthopedic diagnostics using fully integrated camera-enabled technologies to provide clinical solutions to physicians.
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Note 4 - Fair Value Measurements |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| 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 and cash equivalents and accounts payable 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, 2021 or December 31, 2020.
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Note 5 - Stock-based Compensation |
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| Share-based Payment Arrangement [Text Block] |
5. Stock-Based Compensation
Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows:
During the three months ended March 31, 2021 and 2020, the Company granted 11 thousand and 7 thousand restricted stock awards, respectively to non-employee directors for compensation. |
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Note 6 - Income Taxes |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| 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, 2021 and 2020. 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, 2021 was offset by changes in the valuation allowance. During the three months ended March 31, 2021, the Company had no material changes in uncertain tax positions. |
Note 7 - Net Income (Loss) Per Share |
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| Earnings Per Share [Text Block] |
7. Net Income (Loss) Per Share
The calculations of net income (loss) per share were as follows:
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:
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Note 8 - Segment Reporting |
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| 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, 2021, 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, 2021 included the following:
*not disclosed
As of March 31, 2021 and December 31, 2020, all of the Company’s assets were located in the United States. |
Note 9 - Commitments and Contingencies |
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| 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, 2021 follows:
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 had outstanding guarantees of $3.8 million at March 31, 2021 which related to one of the Company's private equity holdings.
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 consistent 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: (i) specified vesting thresholds or (ii) specified events. In the first case, the bonus pool will range from an amount equal to 0.2% (previously 1.0%) of received proceeds at the first threshold to 1.3% at higher thresholds and no bonus pool will be created if the transaction consideration is less than certain minimum thresholds. In the second case, a minimum pool will be created and paid under specified circumstances. 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 has accrued approximately $2.0 million under the LTIP as of March 31, 2021, all of which is estimated as current accrued compensation.
The Company recorded severance expense for certain employees of $0.8 million during the three months ended March 31, 2021 in accordance with existing employment arrangements. During the three months ended March 31, 2021, cash payments of $0.4 million were made pursuant to obligations under these arrangements and prior actions. Remaining amounts to be paid pursuant to severance agreements aggregate to $0.6 million. Accrued compensation of previously deferred amounts of $0.4 million will be paid during the second quarter of 2021. Additional contingent amounts could be paid based on continued participation in prior awards granted pursuant to the LTIP. 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, 2021.
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. |
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Note 10 - Equity |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| 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 repurchased any shares under the existing authorization during 2020 or the three months ended March 31, 2021.
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Note 11 - Subsequent Event |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
11. Subsequent Event
In April 2021, Velano Vascular was acquired by another entity. The Company received $3.4 million in initial cash proceeds and may receive additional amounts over the next 12 months from the resolution of escrow contingencies.
In May 2021, the Company's Board of Directors authorized a new $6 million share repurchase program using existing funds in accordance with the requirements Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
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Significant Accounting Policies (Policies) |
3 Months Ended |
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Mar. 31, 2021 | |
| Accounting Policies [Abstract] | |
| Liquidity, Policy [Policy Text Block] |
Liquidity
As of March 31, 2021 the Company had $21.8 million of cash and cash equivalents.
In January 2018, Safeguard announced that, from that date forward, the Company will not deploy any capital into new opportunities and will focus on supporting our existing companies and maximizing monetization opportunities to return value to shareholders. In that context, the Company has, is and will consider initiatives including, among others: the sale of individual ownership interests, the sale of certain or all ownership interests in secondary market transactions, or a combination thereof, 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, 2021 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, 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. 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 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. When 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 our equity interests in companies which are not accounted for under the equity method as equity securities without readily determinable fair values. We estimate the fair value of these securities 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.
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 and funds 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.
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Note 2 - Ownership Interests and Advances (Tables) |
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Note 7 - Net Income (Loss) Per Share (Tables) |
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| Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
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Note 8 - Segment Reporting (Tables) |
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| Schedule of Partner Company Ownership Interest [Table Text Block] |
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Note 9 - Commitments and Contingencies (Tables) |
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Note 1 - General (Details Textual) - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 21,750 | $ 15,601 |
Note 2 - Ownership Interests and Advances (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Equity Securities without Readily Determinable Fair Value, Amount | $ 33,101 | $ 19,951 |
| Preferred Equity in Acquiror in Connection with Sale of Zipnosis, Inc [Member] | ||
| Equity Securities without Readily Determinable Fair Value, Amount | 15,300 | |
| Zipnosis [Member] | ||
| Proceeds from Sale of Equity Method Investments | 3,300 | |
| Equity Method Investment, Realized Gain (Loss) on Disposal, Total | 17,000 | |
| WebLinc, Inc. [Member] | ||
| Proceeds from Sale of Equity Method Investments | 3,200 | |
| Equity Method Investment, Realized Gain (Loss) on Disposal, Total | $ (500) | |
| Disposal Group, Including Discontinued Operation, Period of Contingent Proceeds (Month) | 24 months | |
| T-Rex Group, Inc [Member] | ||
| Proceeds From Sale of Other Method Investment | $ 3,000 | |
| Other Method Investment, Gain (Loss) | $ 700 |
Note 2 - Ownership Interests and Advances - Schedule of Carrying Value of Ownership Interests (Details) - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Equity Method Companies | $ 27,812 | $ 27,821 |
| Other Companies | 33,101 | 19,951 |
| Advances to companies | 1,680 | 2,626 |
| Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures, Total | 62,593 | 50,398 |
| Partnership Interest [Member] | ||
| Equity Method Companies | 27,541 | 27,550 |
| Other Companies | 32,833 | 19,683 |
| Private Equity Funds [Member] | ||
| Equity Method Companies | 271 | 271 |
| Other Companies | $ 268 | $ 268 |
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, 2021 |
Mar. 31, 2020 |
|
| Revenue | $ 40,168 | $ 47,414 |
| Gross profit | 28,228 | 29,506 |
| Net loss | $ (23,021) | $ (14,604) |
Note 3 - Acquisitions of Ownership Interests (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Equity Method Investments | $ 27,812 | $ 27,821 |
| Syapse, Inc. [Member] | ||
| Equity Method Investment, Dilution Gain | $ 7,300 | |
| Equity Method Investment, Ownership Percentage | 11.10% | |
| Trice Medical [Member] | ||
| Convertible Bridge Loan | $ 1,000 | |
| Equity Method Investments | 10,800 | |
| Syapse, Inc. [Member] | ||
| Proceeds from Issuance of Preferred Stock and Preference Stock | $ 68,000 |
Note 5 - Stock-based Compensation (Details Textual) - shares shares in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
| Restricted Stock [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period (in shares) | 11 | 7 |
Note 5 - Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
| Stock-based compensation expense | $ 245 | $ 86 |
| General and Administrative Expense [Member] | ||
| Stock-based compensation expense | $ 245 | $ 86 |
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
| Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Note 7 - Net Income (Loss) Per Share (Details Textual) - $ / shares shares in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
| Share-based Payment Arrangement, Option [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 45 | 179 |
| Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit (in dollars per share) | $ 10.37 | $ 10.37 |
| Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ 17.11 | $ 18.45 |
| Restricted Stock, Performance-based Stock Units, and Deferred Stock Units [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 300 | 300 |
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 | |
|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
| Basic: | ||
| Net income (loss) | $ 17,625 | $ (16,008) |
| Basic (in shares) | 20,902 | 20,686 |
| Basic (in dollars per share) | $ 0.84 | $ (0.77) |
| Diluted: | ||
| Net income (loss) | $ 17,625 | $ (16,008) |
| Basic (in shares) | 20,902 | 20,686 |
| Unvested restricted stock and DSU's (in shares) | 28 | 0 |
| Employee stock options (in shares) | 0 | 0 |
| Diluted (in shares) | 20,930 | 20,686 |
| Diluted (in dollars per share) | $ 0.84 | $ (0.77) |
Note 8 - Segment Reporting (Details Textual) |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Number of Operating Segments | 1 |
Note 8 - Segment Reporting - Schedule of Active Partner Companies by Segment (Details) |
Mar. 31, 2021 |
|---|---|
| Aktana, Inc. [Member] | |
| Ownership Interest | 15.00% |
| Clutch Holdings [Member] | |
| Ownership Interest | 42.30% |
| Flashtalking, Inc. [Member] | |
| Ownership Interest | 13.20% |
| InfoBionic, Inc. [Member] | |
| Ownership Interest | 25.20% |
| Lumesis, Inc. [Member] | |
| Ownership Interest | 43.40% |
| MediaMath, Inc. [Member] | |
| Ownership Interest | 13.30% |
| meQuilibrium [Member] | |
| Ownership Interest | 32.00% |
| Moxe Health Corporation [Member] | |
| Ownership Interest | 27.60% |
| Prognos Health, Inc. [Member] | |
| Ownership Interest | 28.50% |
| Syapse, Inc. [Member] | |
| Ownership Interest | 11.10% |
| Trice Medical, Inc. [Member] | |
| Ownership Interest | 16.60% |
Note 9 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Deferred Compensation Liability, Current and Noncurrent, Total | $ 2.0 | ||
| Supplemental Unemployment Benefits, Severance Benefits | 0.6 | ||
| Employee and Severance Agreement, Maximum Aggregate Exposure | 0.9 | ||
| Employee Severance [Member] | |||
| Restructuring Charges, Total | 0.8 | ||
| Payments for Postemployment Benefits | $ 0.4 | ||
| Employee Severance [Member] | Forecast [Member] | |||
| Payments for Postemployment Benefits | $ 0.4 | ||
| Minimum [Member] | |||
| Long-term Incentive Plan, Bonus Pool Percent | 0.20% | 1.00% | |
| Maximum [Member] | |||
| Long-term Incentive Plan, Bonus Pool Percent | 1.30% | ||
| Private Equity Funds [Member] | |||
| Guarantor Obligations, Current Carrying Value | $ 3.8 | ||
Note 9 - Commitments and Contingencies - Operating Lease Cash Flow (Details) $ in Thousands |
Mar. 31, 2021
USD ($)
|
|---|---|
| 2021 (nine months ending December 31), Operating lease payments | $ 447 |
| 2021 (nine months ending December 31), Expected sublease receipts | 396 |
| 2022, Operating lease payments | 601 |
| 2022), Expected sublease receipts | 540 |
| 2023, Operating lease payments | 607 |
| 2023), Expected sublease receipts | 556 |
| 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 |
| Thereafter, Operating lease payments | 0 |
| Thereafter, Expected sublease receipt | 0 |
| Total future minimum lease payments, Operating lease payments | 3,094 |
| Total future minimum lease payments, Expected sublease receipt | 2,854 |
| Less imputed interest, Operating lease payments | (792) |
| Total operating lease liabilities, Operating lease payments | $ 2,302 |
Note 10 - Equity (Details Textual) - USD ($) shares in Thousands, $ in Millions |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Jul. 31, 2015 |
|
| Stock Repurchase Program, Authorized Amount | $ 25 | ||
| Treasury Stock, Shares, Acquired (in shares) | 0 | 0 |
Note 11 - Subsequent Event (Details Textual) - USD ($) $ in Millions |
1 Months Ended | ||
|---|---|---|---|
Apr. 30, 2021 |
May 07, 2021 |
Jul. 31, 2015 |
|
| Stock Repurchase Program, Authorized Amount | $ 25.0 | ||
| Subsequent Event [Member] | |||
| Stock Repurchase Program, Authorized Amount | $ 6.0 | ||
| Velano Vascular [Member] | Subsequent Event [Member] | |||
| Proceeds From Sale of Other Method Investment | $ 3.4 |