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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Safeguard Scientifics New | NASDAQ:SFE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.455 | 0.49 | 0.4901 | 0 | 01:00:00 |
Pennsylvania
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(State or other jurisdiction of
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23-1609753
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incorporation or organization)
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(I.R.S. Employer ID No.)
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170 North Radnor-Chester Road
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Suite 200
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Radnor, PA
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19087
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
|
|
PART I
–
FINANCIAL INFORMATION
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Page
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Item 1 – Financial Statements:
|
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PART II
–
OTHER INFORMATION
|
|
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September 30,
2016 |
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December 31, 2015
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||||
ASSETS
|
|
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||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
52,496
|
|
|
$
|
32,838
|
|
Marketable securities
|
13,816
|
|
|
31,020
|
|
||
Prepaid expenses and other current assets
|
1,906
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|
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5,810
|
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||
Total current assets
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68,218
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|
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69,668
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||
Property and equipment, net
|
1,955
|
|
|
2,145
|
|
||
Ownership interests in and advances to partner companies
|
172,941
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171,601
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Loan participations receivable
|
—
|
|
|
2,649
|
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||
Long-term marketable securities
|
10,328
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|
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9,743
|
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Other assets
|
296
|
|
|
1,037
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Total Assets
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$
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253,738
|
|
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$
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256,843
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LIABILITIES AND EQUITY
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||||
Current Liabilities:
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||||
Accounts payable
|
$
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110
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$
|
290
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Accrued compensation and benefits
|
3,259
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|
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3,338
|
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Accrued expenses and other current liabilities
|
3,136
|
|
|
2,789
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||
Total current liabilities
|
6,505
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|
6,417
|
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||
Other long-term liabilities
|
3,947
|
|
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3,965
|
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Convertible senior debentures
|
52,145
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|
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50,956
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Total Liabilities
|
62,597
|
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61,338
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||
Commitments and contingencies
|
|
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Equity:
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||||
Preferred stock, $0.10 par value; 1,000 shares authorized
|
—
|
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—
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Common stock, $0.10 par value; 83,333 shares authorized; 21,573 shares issued at September 30, 2016 and December 31, 2015
|
2,157
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2,157
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Additional paid-in capital
|
817,887
|
|
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817,434
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|
||
Treasury stock, at cost; 1,335 and 993 shares at September 30, 2016 and December 31, 2015, respectively
|
(23,467
|
)
|
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(19,570
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)
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Accumulated deficit
|
(605,203
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)
|
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(604,270
|
)
|
||
Accumulated other comprehensive loss
|
(233
|
)
|
|
(246
|
)
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Total Equity
|
191,141
|
|
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195,505
|
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Total Liabilities and Equity
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$
|
253,738
|
|
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$
|
256,843
|
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Three months ended September 30,
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Nine months ended September 30,
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||||||||||||
|
2016
|
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2015
|
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2016
|
|
2015
|
||||||||
General and administrative expense
|
$
|
4,687
|
|
|
$
|
3,962
|
|
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$
|
14,764
|
|
|
$
|
13,596
|
|
Operating loss
|
(4,687
|
)
|
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(3,962
|
)
|
|
(14,764
|
)
|
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(13,596
|
)
|
||||
Other income (loss), net
|
(2,405
|
)
|
|
704
|
|
|
(1,746
|
)
|
|
301
|
|
||||
Interest income
|
513
|
|
|
398
|
|
|
1,460
|
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1,487
|
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||||
Interest expense
|
(1,161
|
)
|
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(1,133
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)
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(3,465
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)
|
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(3,383
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)
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||||
Equity income (loss)
|
(16,345
|
)
|
|
(7,635
|
)
|
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17,954
|
|
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(30,062
|
)
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||||
Net loss before income taxes
|
(24,085
|
)
|
|
(11,628
|
)
|
|
(561
|
)
|
|
(45,253
|
)
|
||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
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—
|
|
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—
|
|
||||
Net loss
|
$
|
(24,085
|
)
|
|
$
|
(11,628
|
)
|
|
$
|
(561
|
)
|
|
$
|
(45,253
|
)
|
|
|
|
|
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||||||||
Net loss per share:
|
|
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|
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||||
Basic
|
$
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(1.18
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)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(2.17
|
)
|
Diluted
|
$
|
(1.18
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(2.17
|
)
|
Weighted average shares used in computing loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
20,387
|
|
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20,919
|
|
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20,390
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|
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20,892
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||||
Diluted
|
20,387
|
|
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20,919
|
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20,390
|
|
|
20,892
|
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Three months ended September 30,
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Nine months ended September 30,
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||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(24,085
|
)
|
|
$
|
(11,628
|
)
|
|
$
|
(561
|
)
|
|
$
|
(45,253
|
)
|
Other comprehensive income:
|
|
|
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||||||||
Share of other comprehensive income of equity method investments
|
3
|
|
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—
|
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13
|
|
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—
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|
||||
Total comprehensive loss
|
$
|
(24,082
|
)
|
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$
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(11,628
|
)
|
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$
|
(548
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)
|
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$
|
(45,253
|
)
|
|
Nine months ended September 30,
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||||||
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2016
|
|
2015
|
||||
Cash Flows from Operating Activities:
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||||
Net cash used in operating activities
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$
|
(14,114
|
)
|
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$
|
(14,086
|
)
|
Cash Flows from Investing Activities:
|
|
|
|
||||
Proceeds from sales of and distributions from companies
|
73,854
|
|
|
25,029
|
|
||
Acquisitions of ownership interests in companies
|
(34,841
|
)
|
|
(52,181
|
)
|
||
Advances and loans to companies
|
(17,741
|
)
|
|
(10,935
|
)
|
||
Repayment of advances and loans to companies
|
1,741
|
|
|
1,290
|
|
||
Increase in marketable securities
|
(18,733
|
)
|
|
(23,875
|
)
|
||
Decrease in marketable securities
|
35,386
|
|
|
28,043
|
|
||
Capital expenditures
|
(73
|
)
|
|
(402
|
)
|
||
Net cash provided by (used in) investing activities
|
39,593
|
|
|
$
|
(33,031
|
)
|
|
Cash Flows from Financing Activities:
|
|
|
|
||||
Issuance of Company common stock, net
|
5
|
|
|
676
|
|
||
Tax withholdings related to equity-based awards
|
(437
|
)
|
|
—
|
|
||
Repurchase of Company common stock
|
(5,389
|
)
|
|
(1,748
|
)
|
||
Net cash used in financing activities
|
(5,821
|
)
|
|
(1,072
|
)
|
||
Net change in cash and cash equivalents
|
19,658
|
|
|
(48,189
|
)
|
||
Cash and cash equivalents at beginning of period
|
32,838
|
|
|
111,897
|
|
||
Cash and cash equivalents at end of period
|
$
|
52,496
|
|
|
$
|
63,708
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Accumulated
Deficit
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|||||||||||||||||||
|
Total
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
||||||||||||||||||
Balance - December 31, 2015
|
$
|
195,505
|
|
|
$
|
(604,270
|
)
|
|
$
|
(246
|
)
|
|
21,573
|
|
|
$
|
2,157
|
|
|
$
|
817,434
|
|
|
993
|
|
|
$
|
(19,570
|
)
|
Net loss
|
(561
|
)
|
|
(561
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock options exercised, net of tax withholdings
|
(318
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,117
|
)
|
|
(46
|
)
|
|
799
|
|
||||||
Repurchase of common stock
|
(5,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424
|
|
|
(5,389
|
)
|
||||||
Issuance of restricted stock, net of tax withholdings
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
(36
|
)
|
|
693
|
|
||||||
Stock-based compensation expense
|
1,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,879
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect adjustment (1)
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance - September 30, 2016
|
$
|
191,141
|
|
|
$
|
(605,203
|
)
|
|
$
|
(233
|
)
|
|
21,573
|
|
|
$
|
2,157
|
|
|
$
|
817,887
|
|
|
1,335
|
|
|
$
|
(23,467
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(1) Cumulative effect adjustment reflects adoption of ASU 2016-09 as of January 1, 2016.
|
•
|
The Company will recognize share-based payment forfeitures as they occur. Prior to adoption, forfeitures were estimated in order to arrive at current period expense. There was a cumulative effect adjustment of
$0.4 million
to Accumulated deficit on the Consolidated Balance Sheet as of January 1, 2016 as a result of the adoption of this amendment on a modified retrospective basis.
|
•
|
The Company, upon election by an employee, will withhold award shares with a fair value up to the amount of tax owed upon vesting or exercise using the maximum statutory tax rate in the employee's applicable jurisdiction while still qualifying for equity classification. Prior to adoption, the Company was only able to withhold award shares with a fair value up to the minimum statutory tax rate. There was no cumulative effect adjustment as a result of the adoption of this amendment on a modified retrospective basis.
|
•
|
The Company will present employee taxes paid by the Company through the withholding of award shares as a financing activity in the Consolidated Statements of Cash Flows. The effect of this retrospective change on the Company's Consolidated Statements of Cash Flows was not significant.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(Unaudited - In thousands)
|
||||||
Equity Method:
|
|
|
|
||||
Partner companies
|
$
|
151,437
|
|
|
$
|
150,898
|
|
Private equity funds
|
448
|
|
|
942
|
|
||
|
151,885
|
|
|
151,840
|
|
||
Cost Method:
|
|
|
|
||||
Partner companies
|
1,200
|
|
|
5,024
|
|
||
Private equity funds
|
1,661
|
|
|
1,966
|
|
||
|
2,861
|
|
|
6,990
|
|
||
Advances to partner companies
|
18,195
|
|
|
12,771
|
|
||
|
$
|
172,941
|
|
|
$
|
171,601
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2016
|
|
September 30, 2015
|
||||
|
(In thousands)
|
||||||
Results of Operations:
|
|
|
|
||||
Revenue
|
$
|
299,768
|
|
|
$
|
291,860
|
|
Gross profit
|
$
|
190,168
|
|
|
$
|
182,809
|
|
Net loss
|
$
|
(135,045
|
)
|
|
$
|
(105,042
|
)
|
|
Carrying
Value
|
|
Fair Value Measurement at September 30, 2016
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(Unaudited - In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
52,496
|
|
|
$
|
52,496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities—held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
Government agency bonds
|
$
|
612
|
|
|
$
|
612
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit
|
23,532
|
|
|
23,532
|
|
|
—
|
|
|
—
|
|
||||
Total marketable securities
|
$
|
24,144
|
|
|
$
|
24,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Carrying
Value
|
|
Fair Value Measurement at December 31, 2015
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(Unaudited - In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
32,838
|
|
|
$
|
32,838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities—held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
Government agency bonds
|
$
|
1,329
|
|
|
$
|
1,329
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit
|
39,434
|
|
|
39,434
|
|
|
—
|
|
|
—
|
|
||||
Total marketable securities
|
$
|
40,763
|
|
|
$
|
40,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited - In thousands)
|
||||||||||||||
General and administrative expense
|
$
|
604
|
|
|
$
|
148
|
|
|
$
|
1,879
|
|
|
$
|
1,140
|
|
|
$
|
604
|
|
|
$
|
148
|
|
|
$
|
1,879
|
|
|
$
|
1,140
|
|
1)
|
performance-based;
|
2)
|
service-based.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited - In thousands, except per share data)
|
||||||||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(24,085
|
)
|
|
$
|
(11,628
|
)
|
|
$
|
(561
|
)
|
|
$
|
(45,253
|
)
|
Weighted average common shares outstanding
|
20,387
|
|
|
20,919
|
|
|
20,390
|
|
|
20,892
|
|
||||
Net loss per share
|
$
|
(1.18
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(2.17
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(24,085
|
)
|
|
$
|
(11,628
|
)
|
|
$
|
(561
|
)
|
|
$
|
(45,253
|
)
|
Weighted average common shares outstanding
|
20,387
|
|
|
20,919
|
|
|
20,390
|
|
|
20,892
|
|
||||
Net loss per share
|
$
|
(1.18
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(2.17
|
)
|
•
|
At September 30, 2016 and 2015, options to purchase
0.7 million
and
1.1 million
shares of common stock, respectively, at prices ranging from
$9.83
to
$19.95
and
$7.14
to
$19.95
, respectively, were excluded from the calculations.
|
•
|
At September 30, 2016 and 2015, unvested restricted stock, performance-based stock units and DSUs convertible into
0.6 million
and
0.4 million
shares of stock, respectively, were excluded from the calculations.
|
•
|
At September 30, 2016 and 2015,
3.0 million
shares of common stock, representing the effect of the assumed conversion of the 2018 Debentures, were excluded from the calculations.
|
Partner Company
|
Safeguard Primary Ownership as of September 30, 2016
|
|
Accounting Method
|
AdvantEdge Healthcare Solutions, Inc.
|
40.1%
|
|
Equity
|
Aktana, Inc.
|
23.4%
|
|
Equity
|
Apprenda, Inc.
|
29.5%
|
|
Equity
|
Aventura, Inc.
|
19.9%
|
|
Equity
|
Beyond.com, Inc.
|
38.2%
|
|
Equity
|
Cask Data, Inc.
|
31.3%
|
|
Equity
|
CloudMine, Inc.
|
30.1%
|
|
Equity
|
Clutch Holdings, Inc.
|
45.0%
|
|
Equity
|
Full Measure Education, Inc.
|
36.0%
|
|
Equity
|
Good Start Genetics, Inc.
|
29.6%
|
|
Equity
|
Hoopla Software, Inc.
|
25.5%
|
|
Equity
|
InfoBionic, Inc.
|
40.5%
|
|
Equity
|
Lumesis, Inc.
|
44.1%
|
|
Equity
|
MediaMath, Inc.
|
20.5%
|
|
Equity
|
Medivo, Inc.
|
35.3%
|
|
Equity
|
meQuilibrium
|
31.5%
|
|
Equity
|
Moxe Health Corporation
|
32.6%
|
|
Equity
|
NovaSom, Inc.
|
31.7%
|
|
Equity
|
Pneuron Corporation
|
35.4%
|
|
Equity
|
Propeller Health, Inc.
|
24.4%
|
|
Equity
|
QuanticMind, Inc.
|
23.5%
|
|
Equity
|
Sonobi, Inc.
|
21.6%
|
|
Equity
|
Spongecell, Inc.
|
23.0%
|
|
Equity
|
Syapse, Inc.
|
25.8%
|
|
Equity
|
Transactis, Inc.
|
24.2%
|
|
Equity
|
Trice Medical, Inc.
|
27.7%
|
|
Equity
|
WebLinc, Inc.
|
38.0%
|
|
Equity
|
Zipnosis, Inc.
|
26.2%
|
|
Equity
|
|
Safeguard Primary Ownership as of September 30,
|
|
||
Partner Company
|
2016
|
|
2015
|
Accounting Method
|
AdvantEdge Healthcare Solutions, Inc.
|
40.1%
|
|
40.1%
|
Equity
|
Aktana, Inc.
|
23.4%
|
|
NA
|
Equity
|
Apprenda, Inc.
|
29.5%
|
|
29.5%
|
Equity
|
Aventura, Inc.
|
19.9%
|
|
19.9%
|
Equity
|
Beyond.com, Inc.
|
38.2%
|
|
38.2%
|
Equity
|
Cask Data, Inc.
|
31.3%
|
|
NA
|
Equity
|
CloudMine, Inc.
|
30.1%
|
|
30.1%
|
Equity
|
Clutch Holdings, Inc.
|
45.0%
|
|
39.3%
|
Equity
|
Full Measure Education, Inc.
|
36.0%
|
|
25.4%
|
Equity
|
Good Start Genetics, Inc.
|
29.6%
|
|
29.8%
|
Equity
|
Hoopla Software, Inc.
|
25.5%
|
|
25.6%
|
Equity
|
InfoBionic, Inc.
|
40.5%
|
|
38.5%
|
Equity
|
Lumesis, Inc.
|
44.1%
|
|
44.7%
|
Equity
|
MediaMath, Inc.
|
20.5%
|
|
20.6%
|
Equity
|
Medivo, Inc.
|
35.3%
|
|
34.5%
|
Equity
|
meQuilibrium
|
31.5%
|
|
31.5%
|
Equity
|
Moxe Health Corporation
|
32.6%
|
|
NA
|
Equity
|
NovaSom, Inc.
|
31.7%
|
|
31.7%
|
Equity
|
Pneuron Corporation
|
35.4%
|
|
35.4%
|
Equity
|
Propeller Health, Inc.
|
24.4%
|
|
24.6%
|
Equity
|
QuanticMind, Inc.
|
23.5%
|
|
24.5%
|
Equity
|
Sonobi, Inc.
|
21.6%
|
|
22.6%
|
Equity
|
Spongecell, Inc.
|
23.0%
|
|
23.0%
|
Equity
|
Syapse, Inc.
|
25.8%
|
|
24.4%
|
Equity
|
Transactis, Inc.
|
24.2%
|
|
24.5%
|
Equity
|
Trice Medical, Inc.
|
27.7%
|
|
27.7%
|
Equity
|
WebLinc, Inc.
|
38.0%
|
|
29.2%
|
Equity
|
Zipnosis, Inc.
|
26.2%
|
|
NA
|
Equity
|
|
Three months ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
Variance
|
||||||
|
(In thousands)
|
||||||||||
General and administrative expense
|
$
|
(4,687
|
)
|
|
$
|
(3,962
|
)
|
|
$
|
(725
|
)
|
Other income (loss), net
|
(2,405
|
)
|
|
704
|
|
|
(3,109
|
)
|
|||
Interest income
|
513
|
|
|
398
|
|
|
115
|
|
|||
Interest expense
|
(1,161
|
)
|
|
(1,133
|
)
|
|
(28
|
)
|
|||
Equity loss
|
(16,345
|
)
|
|
(7,635
|
)
|
|
(8,710
|
)
|
|||
|
$
|
(24,085
|
)
|
|
$
|
(11,628
|
)
|
|
$
|
(12,457
|
)
|
|
Nine months ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
Variance
|
||||||
|
(In thousands)
|
||||||||||
General and administrative expense
|
$
|
(14,764
|
)
|
|
$
|
(13,596
|
)
|
|
$
|
(1,168
|
)
|
Other income (loss), net
|
(1,746
|
)
|
|
301
|
|
|
(2,047
|
)
|
|||
Interest income
|
1,460
|
|
|
1,487
|
|
|
(27
|
)
|
|||
Interest expense
|
(3,465
|
)
|
|
(3,383
|
)
|
|
(82
|
)
|
|||
Equity income (loss)
|
17,954
|
|
|
(30,062
|
)
|
|
48,016
|
|
|||
|
$
|
(561
|
)
|
|
$
|
(45,253
|
)
|
|
$
|
44,692
|
|
Nine months ended September 30, 2016:
|
|
||
Gain on sale of Putney in April 2016
|
$
|
55,638
|
|
Gain on performance milestone proceeds related to sale of Thingworx in December 2013
|
3,264
|
|
|
Unrealized dilution gain on the decrease of our ownership percentage in partner companies
|
1,414
|
|
|
Gain on proceeds received upon expiration of escrow period related to sale of DriveFactor in April 2015
|
1,100
|
|
|
Gain on proceeds received upon expiration of first escrow period related to sale of Quantia in July 2015
|
600
|
|
|
Loss on impairment of Aventura in September 2016
|
(1,000
|
)
|
|
Loss on impairment of AppFirst in June 2016
|
(1,731
|
)
|
|
Share of loss of our equity method partner companies
|
(41,331
|
)
|
|
|
$
|
17,954
|
|
|
Nine months ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
Variance
|
||||||
|
(In thousands)
|
||||||||||
Net cash used in operating activities
|
$
|
(14,114
|
)
|
|
$
|
(14,086
|
)
|
|
$
|
(28
|
)
|
Net cash provided by (used in) investing activities
|
39,593
|
|
|
(33,031
|
)
|
|
72,624
|
|
|||
Net cash used in financing activities
|
(5,821
|
)
|
|
(1,072
|
)
|
|
(4,749
|
)
|
|||
|
$
|
19,658
|
|
|
$
|
(48,189
|
)
|
|
$
|
67,847
|
|
•
|
most of our partner companies have a history of operating losses and/or limited operating history;
|
•
|
the intense competition affecting the products and services our partner companies offer could adversely affect their businesses, financial condition, results of operations and prospects for growth;
|
•
|
the inability to adapt to changing marketplaces;
|
•
|
the inability to manage growth;
|
•
|
the need for additional capital to fund their operations, which we may not be able to fund or which may not be available from third parties on acceptable terms, if at all;
|
•
|
the inability to protect their proprietary rights and/or infringing on the proprietary rights of others;
|
•
|
that our partner companies could face legal liabilities from claims made against them based upon their operations, products or work;
|
•
|
the impact of economic downturns on their operations, results and growth prospects;
|
•
|
the inability to attract and retain qualified personnel;
|
•
|
the existence of government regulations and legal uncertainties may place financial burdens on the businesses of our partner companies; and
|
•
|
the inability to plan for and manage catastrophic events.
|
•
|
change the individual and/or types of partner companies on which we focus;
|
•
|
sell some or all of our interests in any of our partner companies; or
|
•
|
otherwise change the nature of our interests in our partner companies.
|
•
|
the management of a partner company having economic or business interests or objectives that are different from ours; and
|
•
|
the partner companies not taking our advice with respect to the financial or operating issues they may encounter.
|
•
|
rapidly changing technology;
|
•
|
evolving industry standards;
|
•
|
frequent introduction of new products and services;
|
•
|
shifting distribution channels;
|
•
|
evolving government regulation;
|
•
|
frequently changing intellectual property landscapes; and
|
•
|
changing customer demands.
|
•
|
improve, upgrade and expand their business infrastructures;
|
•
|
scale up production operations;
|
•
|
develop appropriate financial reporting controls;
|
•
|
attract and retain qualified personnel; and
|
•
|
maintain appropriate levels of liquidity.
|
Period
|
Total Number
of Shares
Purchased (a)
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plan (b)
|
|
Maximum Number (or Approximate Dollar Value) of
Shares that May Yet Be
Purchased Under the
Plan (b)
|
||||||
July 1, 2016 - July 31, 2016
|
394
|
|
|
$
|
12.3474
|
|
|
—
|
|
|
$
|
14,636,135
|
|
August 1, 2016 - August 31, 2016
|
395
|
|
|
$
|
13.9247
|
|
|
—
|
|
|
$
|
14,636,135
|
|
September 1, 2016 - September 30, 2016 (c)
|
12,132
|
|
|
$
|
12.9299
|
|
|
—
|
|
|
$
|
14,636,135
|
|
Total
|
12,921
|
|
|
$
|
12.9425
|
|
|
—
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
31.1 †
|
|
Certification of Stephen T. Zarrilli pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.
|
|
|
|
|
|
31.2 †
|
|
Certification of Jeffrey B. McGroarty pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.
|
|
|
|
|
|
32.1 ‡
|
|
Certification of Stephen T. Zarrilli pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2 ‡
|
|
Certification of Jeffrey B. McGroarty pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101
|
|
The following materials from Safeguard Scientifics, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheets (unaudited); (ii) Consolidated Statements of Operations (unaudited); (iii) Consolidated Statements of Comprehensive Loss (unaudited); (iv) Condensed Consolidated Statements of Cash Flows (unaudited); (v) Consolidated Statement of Changes in Equity (unaudited); and (vi) Notes to Consolidated Financial Statements (unaudited).
|
|
|
|
|
|
†
|
Filed herewith
|
‡
|
Furnished herewith
|
|
|
SAFEGUARD SCIENTIFICS, INC.
|
Date:
|
October 28, 2016
|
/s/ Stephen T. Zarrilli
|
|
|
Stephen T. Zarrilli
|
|
|
President and Chief Executive Officer
|
Date:
|
October 28, 2016
|
/s/ Jeffrey B. McGroarty
|
|
|
Jeffrey B. McGroarty
|
|
|
Senior Vice President and Chief Financial Officer
|
1 Year Safeguard Scientifics Chart |
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