SFES filing — read by section

Item 8. Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 
 The following Consolidated Financial Statements, and the related Notes thereto, of Safeguard Scientifics, Inc. and the Reports of Independent Registered Public Accounting Firm are filed as a part of this Form 10-K. 
 
 Page 
 
 Report of Independent Registered Public Accounting Firm 
 30 
 
 Report of Independent Registered Public Accounting Firm 
 31 
 
 Consolidated Balance Sheets as of December 31, 2018 and 2017 
 32 
 
 Consolidated Statements of Operations for the years ended December 31, 2018 and 2017 
 33 
 
 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2018 and 2017 
 34 
 
 Consolidated Statements of Changes in Equity for the years ended December 31, 2018 and 2017 
 35 
 
 Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017 
 36 
 
 Notes to Consolidated Financial Statements 
 37 
 
 29 

 Table of Contents 

 Report of Independent Registered Public Accounting Firm 
 To the Shareholders and Board of Directors 
 Safeguard Scientifics, Inc.: 
 Opinion on Internal Control Over Financial Reporting 
 We have audited Safeguard Scientific, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 
 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows the years then ended and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2019 expressed an unqualified opinion on those consolidated financial statements. 
 Basis for Opinion 
 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (Item 9A.(b)). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 
 Definition and Limitations of Internal Control Over Financial Reporting 
 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 /s/ KPMG LLP 
 Philadelphia, Pennsylvania 
 March 1, 2019 
 
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 Report of Independent Registered Public Accounting Firm 
 To the Shareholders and Board of Directors 
 Safeguard Scientifics, Inc.: 
 Opinion on the Consolidated Financial Statements 
 We have audited the accompanying consolidated balance sheets of Safeguard Scientifics, Inc. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. 
 We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. 
 Basis for Opinion 
 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion 
 
 /s/ KPMG LLP 
 We have served as the Company’s auditor since 1986. 
 Philadelphia, Pennsylvania 
 March 1, 2019 
 
 31 

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 SAFEGUARD SCIENTIFICS, INC. 
 CONSOLIDATED BALANCE SHEETS 
 (In thousands, except per share data) 
 
 As of December 31, 
 
 2018 
 
 2017 
 
 ASSETS 
 
 Current Assets: 
 
 Cash and cash equivalents 
 $ 
 7,703 
 
 $ 
 20,751 
 
 Restricted cash 
 500 
 
 — 
 
 Marketable securities 
 37,955 
 
 4,452 
 
 Trading securities 
 — 
 
 3,761 
 
 Prepaid expenses and other current assets 
 2,669 
 
 4,644 
 
 Total current assets 
 48,827 
 
 33,608 
 
 Property and equipment, net 
 808 
 
 1,513 
 
 Ownership interests in and advances to partner companies 
 95,585 
 
 134,691 
 
 Long-term restricted cash equivalents 
 — 
 
 6,336 
 
 Other assets 
 517 
 
 316 
 
 Total Assets 
 $ 
 145,737 
 
 $ 
 176,464 
 
 LIABILITIES AND EQUITY 
 
 Current Liabilities: 
 
 Accounts payable 
 $ 
 165 
 
 $ 
 155 
 
 Accrued compensation and benefits 
 3,433 
 
 3,321 
 
 Accrued expenses and other current liabilities 
 2,182 
 
 1,851 
 
 Credit facility - current 
 22,100 
 
 — 
 
 Credit facility repayment feature 
 5,060 
 
 — 
 
 Convertible senior debentures 
 — 
 
 40,485 
 
 Total current liabilities 
 32,940 
 
 45,812 
 
 Other long-term liabilities 
 2,804 
 
 3,535 
 
 Credit facility - non-current 
 43,014 
 
 45,321 
 
 Total Liabilities 
 78,758 
 
 94,668 
 
 Commitments and contingencies (Note 12) 
 
 Equity: 
 
 Preferred stock, $0.10 par value; 1,000 shares authorized 
 — 
 
 — 
 
 Common stock, $0.10 par value; 83,333 shares authorized; 21,573 issued at December 31, 2018 and 2017, respectively 
 2,157 
 
 2,157 
 
 Additional paid-in capital 
 810,928 
 
 812,536 
 
 Treasury stock, at cost; 914 and 999 shares at December 31, 2018 and 2017, respectively 
 (15,001 
 ) 
 
 (17,308 
 ) 
 
 Accumulated deficit 
 (731,105 
 ) 
 
 (715,476 
 ) 
 
 Accumulated other comprehensive loss 
 — 
 
 (113 
 ) 
 
 Total Equity 
 66,979 
 
 81,796 
 
 Total Liabilities and Equity 
 $ 
 145,737 
 
 $ 
 176,464 
 
 See Notes to Consolidated Financial Statements. 
 
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 SAFEGUARD SCIENTIFICS, INC. 
 CONSOLIDATED STATEMENTS OF OPERATIONS 
 (In thousands, except per share data) 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 General and administrative expense 
 $ 
 16,871 
 
 $ 
 17,131 
 
 Operating loss 
 (16,871 
 ) 
 
 (17,131 
 ) 
 
 Other loss, net 
 (5,158 
 ) 
 
 (339 
 ) 
 
 Interest income 
 2,806 
 
 3,876 
 
 Interest expense 
 (16,067 
 ) 
 
 (8,620 
 ) 
 
 Equity income (loss) 
 19,661 
 
 (66,358 
 ) 
 
 Net loss before income taxes 
 (15,629 
 ) 
 
 (88,572 
 ) 
 
 Income tax benefit (expense) 
 — 
 
 — 
 
 Net loss 
 $ 
 (15,629 
 ) 
 
 $ 
 (88,572 
 ) 
 
 Net loss per share: 
 
 Basic 
 $ 
 (0.76 
 ) 
 
 $ 
 (4.34 
 ) 
 
 Diluted 
 $ 
 (0.76 
 ) 
 
 $ 
 (4.34 
 ) 
 
 Weighted average shares used in computing net loss per share: 
 
 Basic 
 20,544 
 
 20,430 
 
 Diluted 
 20,544 
 
 20,430 
 
 See Notes to Consolidated Financial Statements. 
 
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 SAFEGUARD SCIENTIFICS, INC. 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 
 (In thousands) 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 Net loss 
 $ 
 (15,629 
 ) 
 
 $ 
 (88,572 
 ) 
 
 Other comprehensive income: 
 
 Share of other comprehensive income of equity method investments 
 113 
 
 318 
 
 Total comprehensive loss 
 $ 
 (15,516 
 ) 
 
 $ 
 (88,254 
 ) 
 
 See Notes to Consolidated Financial Statements. 
 
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 SAFEGUARD SCIENTIFICS, INC. 
 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 
 (In thousands) 
 
 Accumulated Other Comprehensive Loss 
 
 Accumulated 
 Deficit 
 
 Common Stock 
 
 Additional 
 Paid-In 
 Capital 
 
 Treasury Stock 
 
 Total 
 
 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 Balance — December 31, 2016 
 169,777 
 
 (626,904 
 ) 
 
 (431 
 ) 
 
 21,573 
 
 2,157 
 
 816,016 
 
 1,209 
 
 (21,061 
 ) 
 
 Net loss 
 (88,572 
 ) 
 
 (88,572 
 ) 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Stock options exercised, net of tax withholdings 
 (1 
 ) 
 
 — 
 
 — 
 
 — 
 
 — 
 
 (97 
 ) 
 
 (6 
 ) 
 
 96 
 
 Issuance of restricted stock, net of tax withholdings 
 (38 
 ) 
 
 — 
 
 — 
 
 — 
 
 — 
 
 (3,695 
 ) 
 
 (204 
 ) 
 
 3,657 
 
 Stock-based compensation expense 
 1,138 
 
 — 
 
 — 
 
 — 
 
 — 
 
 1,138 
 
 — 
 
 — 
 
 Repurchase of convertible senior debentures 
 (826 
 ) 
 
 — 
 
 — 
 
 — 
 
 — 
 
 (826 
 ) 
 
 — 
 
 — 
 
 Other comprehensive income 
 318 
 
 — 
 
 318 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Balance — December 31, 2017 
 81,796 
 
 (715,476 
 ) 
 
 (113 
 ) 
 
 21,573 
 
 2,157 
 
 812,536 
 
 999 
 
 (17,308 
 ) 
 
 Net loss 
 (15,629 
 ) 
 
 (15,629 
 ) 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Stock options exercised, net of tax withholdings 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 (16 
 ) 
 
 — 
 
 16 
 
 Issuance of restricted stock, net of tax withholdings 
 (267 
 ) 
 
 — 
 
 — 
 
 — 
 
 — 
 
 (2,558 
 ) 
 
 (85 
 ) 
 
 2,291 
 
 Stock-based compensation expense 
 966 
 
 — 
 
 — 
 
 — 
 
 — 
 
 966 
 
 — 
 
 — 
 
 Other comprehensive income 
 113 
 
 — 
 
 113 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Balance — December 31, 2018 
 $ 
 66,979 
 
 $ 
 (731,105 
 ) 
 
 $ 
 — 
 
 21,573 
 
 $ 
 2,157 
 
 $ 
 810,928 
 
 914 
 
 $ 
 (15,001 
 ) 
 
 See Notes to Consolidated Financial Statements. 
 
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 SAFEGUARD SCIENTIFICS, INC. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (In thousands) 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 Cash Flows from Operating Activities: 
 
 Net loss 
 $ 
 (15,629 
 ) 
 
 $ 
 (88,572 
 ) 
 
 Adjustments to reconcile to net cash used in operating activities: 
 
 Depreciation 
 692 
 
 322 
 
 Amortization of debt discount 
 4,513 
 
 2,542 
 
 Equity (income) loss 
 (19,661 
 ) 
 
 66,358 
 
 Loss from increase in fair value of derivative 
 4,541 
 
 — 
 
 Gain from observable price changes 
 (1,415 
 ) 
 
 — 
 
 Other, net 
 2,032 
 
 339 
 
 Loss on sale of property and equipment 
 12 
 
 — 
 
 Stock-based compensation expense 
 966 
 
 1,138 
 
 Changes in assets and liabilities: 
 
 Prepaid expenses and other current assets 
 (2,065 
 ) 
 
 (3,560 
 ) 
 
 Accounts payable, accrued expenses, and other 
 (21 
 ) 
 
 628 
 
 Net cash used in operating activities 
 (26,035 
 ) 
 
 (20,805 
 ) 
 
 Cash Flows from Investing Activities: 
 
 Acquisitions of ownership interests in companies 
 (3,250 
 ) 
 
 (15,101 
 ) 
 
 Proceeds from sales of and distributions from companies 
 67,387 
 
 16,604 
 
 Advances and loans to companies 
 (13,104 
 ) 
 
 (22,867 
 ) 
 
 Repayment of advances and loans to companies 
 10,730 
 
 — 
 
 Purchase of marketable securities 
 (37,809 
 ) 
 
 — 
 
 Proceeds, from sales and maturities in securities 
 8,148 
 
 11,237 
 
 Proceeds from sales of property and equipment 
 1 
 
 — 
 
 Net cash provided by (used in) investing activities 
 32,103 
 
 (10,127 
 ) 
 
 Cash Flows from Financing Activities: 
 
 Proceeds from credit facility 
 35,000 
 
 50,000 
 
 Issuance costs of credit facility 
 (2,252 
 ) 
 
 (5,696 
 ) 
 
 Repayments on credit facility 
 (16,433 
 ) 
 
 — 
 
 Repurchase of convertible senior debentures 
 (41,000 
 ) 
 
 (14,455 
 ) 
 
 Tax withholdings related to equity-based awards 
 (267 
 ) 
 
 (223 
 ) 
 
 Issuance of Company common stock, net 
 — 
 
 (1 
 ) 
 
 Net cash provided by (used in) financing activities 
 (24,952 
 ) 
 
 29,625 
 
 Net change in cash, cash equivalents and restricted cash equivalents 
 (18,884 
 ) 
 
 (1,307 
 ) 
 
 Cash, cash equivalents and restricted cash equivalents at beginning of period 
 27,087 
 
 28,394 
 
 Cash, cash equivalents and restricted cash equivalents at end of period 
 $ 
 8,203 
 
 $ 
 27,087 
 
 See Notes to Consolidated Financial Statements. 
 
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 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 
 1. General 
 Liquidity And Capital Resources 
 As of December 31, 2018, Safeguard ("the Company") had $7.7 million of cash and cash equivalents and $38.0 million of marketable securities for a total of $45.7 million . As of December 31, 2018, the Company had $68.6 million of debt outstanding due in May 2020. 
 In January 2018, Safeguard announced that, from that date forward, we will not deploy any capital into new partner company opportunities and will focus on supporting our existing partner companies and maximizing monetization opportunities to return value to shareholders. In that context, we have, are and will consider initiatives including, among others: the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize shareholder value. We anticipate returning value to shareholders after satisfying our debt obligations and working capital needs. 
 In connection with our change in strategy in January 2018, we implemented an initiative to reduce the operating costs of the Company. In April 2018, the Company announced additional management changes intended to further streamline the Company's organizational structure and further reduce its operating costs. In connection with the changes that the Company has implemented, the Company has incurred approximately $2.8 million of severance payments to terminated employees and will pay an additional $1.2 million in 2019. 
 In May 2017, the Company entered into a $75.0 million secured, revolving credit facility (“Credit Facility”) with HPS Investment Partners, LLC (“Lender”). In May 2018, the Company and Lender amended the Credit Facility ("Amended Credit Facility") to increase the principal amount of indebtedness available to be borrowed by the Company from $75.0 million to $100.0 million . As of December 31, 2018, the Company had $68.6 million of principal outstanding on the Credit Facility due in May 2020. The Credit Facility requires the Company to maintain (i) a liquidity threshold of at least $20 million of unrestricted cash; (ii) a minimum aggregate appraised value of ownership interests in its partner companies, plus unrestricted cash in excess of the liquidity threshold, of at least $350 million less the aggregate amount of all prepayments of the Term Loan and all prepayments of the Revolving Loan made after December 30, 2018; and (iii) limit certain expenses (which shall exclude severance payments, interest expense, depreciation and stock-based compensation) incurred or paid to no more than $11.5 million in any twelve-month period after the date of the amendment (or such shorter period as has elapsed since the date of the amendment). Additionally, the Company is restricted from repurchasing shares of its outstanding common stock and/or issuing dividends until such time as the Credit Facility is repaid in full. As of the date these consolidated financial statements were issued, the Company was in compliance with all of these covenants. 
 Repayment terms under the Credit Facility include a make-whole interest provision equal to the interest that would have been payable had the principal amount subject to repayment been outstanding through the maturity date. If the aggregated amount of the Company's qualified cash at any quarter end exceeds $50.0 million , the Company will be required to prepay outstanding principal amounts, plus any applicable accrued and make-whole interest, in an amount equal to 100% of such excess. The Company anticipates exceeding the qualified cash threshold at March 31, 2019 and making the applicable required prepayment during the second quarter. 
 The Company funds its operations with cash and marketable securities on hand as well as proceeds from the sales of its interests in its partner companies. Due to the nature of the mergers and acquisitions market, and the developmental cycle of companies like the Company's partner companies, the Company's ability to generate specific amounts of liquidity from sales of its partner company interests in any given period of time cannot be assured. Accordingly, the forecasts which the Company utilizes for projecting future compliance with covenants related to its Credit Facility include significantly discounted probability-weighted proceeds from the sales of its interests in its partner companies. Based on these forecasts, management believes the Company will remain in compliance with all its debt covenants. Non-compliance with any of the covenants would constitute an event of default under the Credit Facility, and the Lender could choose to accelerate the maturity of the indebtedness. If the Lender chose not to provide a waiver and were to accelerate the maturity of the indebtedness, the Company would not have sufficient liquidity to repay the entire balance of its outstanding borrowings and other obligations under the Credit Facility. 
 In order for the Company to maintain compliance with these covenants, the Company's plan includes selling certain of its partner company interests in the ordinary course of its business, and limiting capital deployments to existing partner companies. Should the Company not be in compliance with any of its debt covenants and be unable to obtain waivers for such events of default, management would pursue one of a number of potential alternatives to satisfy the obligations, including completing an 
 
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 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 equity offering or obtaining a new debt facility to refinance its existing debt. The Company believes that its cash, cash equivalents and marketable securities at December 31, 2018 will be sufficient to fund operations past one year from the issuance of these financial statements. 
 Significant Accounting Policies 
 Principles of Consolidation 
 The consolidated financial statements include the accounts of Safeguard and all of its subsidiaries in which a controlling financial interest is maintained. All intercompany accounts and transactions are eliminated in consolidation. 
 Principles of Accounting for Ownership Interests in Companies 
 The Company accounts for its interests in its partner companies 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 and debt securities, the Company also periodically makes advances to its partner companies in the form of promissory notes which are included in the Ownership interests in and advances to partner companies line item in the Consolidated Balance Sheets. 
 Equity Method. The Company accounts for partner companies 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 a partner company depends on an evaluation of several factors including, among others, representation of the Company on the partner company’s board of directors and the Company’s ownership level, which is generally a 20% to 50% interest in the voting securities of a partner 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 partner company’s financial statements within the Company’s Consolidated Financial Statements; however, the Company’s share of the income or loss of such partner company is reflected in Equity income (loss) in the Consolidated Statements of Operations. The Company includes the carrying value of equity method partner companies in Ownership interests in and advances to partner companies on the Consolidated Balance Sheets. Any excess of the Company’s cost over its underlying interest in the net assets of equity method partner 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 partner 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 partner companies. 
 When the Company’s carrying value in an equity method partner 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 partner company. When such equity method partner 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 investment 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. We include the carrying value of these investments in Ownership interests in and advances to partner companies on the Consolidated Balance Sheets. 
 Accounting Estimates 
 The preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates. These estimates include the evaluation of the recoverability of the Company’s ownership interests in and advances to partner companies, the fair value of the credit facility repayment feature derivative, the current portion of the credit facility debt, the recoverability of deferred tax assets, stock-based compensation and commitments and contingencies. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. 
 
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 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 Certain amounts recorded to reflect the Company’s share of income or losses of partner companies accounted for under the equity method are based on unaudited results of operations of those companies and may require adjustments in the future when audits of these entities’ financial statements are completed. 
 It is reasonably possible that the Company’s accounting estimates with respect to the ultimate recoverability of the carrying value of the Company’s ownership interests in and advances to partner companies could change in the near term and that the effect of such changes on the financial statements could be material. At December 31, 2018 , the Company believes the carrying value of the Company’s ownership interests in and advances to partner companies is not impaired, although there can be no assurance that the Company’s future results will confirm this assessment, that a significant write-down or write-off will not be required in the future or that a significant loss will not be recorded in the future upon the sale of a company. 
 Cash and Cash Equivalents and Marketable Securities 
 The Company considers all highly liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of deposits that are readily convertible into cash. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. Held-to-maturity securities are carried at amortized cost, which approximates fair value. Marketable securities consist of held-to-maturity securities, primarily consisting of government agency bonds, commercial paper and certificates of deposits. Marketable securities with a maturity date greater than one year from the balance sheet date are considered long-term. The Company has not experienced any significant losses on cash equivalents and does not believe it is exposed to any significant credit risk on cash and cash equivalents. 
 Restricted Cash and Cash Equivalents 
 Restricted cash equivalents in prior periods represented cash required to be set aside by a contractual agreement as a shareholder representative for 2018 or with a bank as collateral for a letter of credit for 2017. During the first quarter of 2018, the restriction lapsed in connection with the termination of the related letter of credit. The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: 
 
 December 31, 2018 
 
 December 31, 2017 
 
 (In thousands) 
 
 Cash and cash equivalents 
 $ 
 7,703 
 
 $ 
 20,751 
 
 Restricted cash 
 500 
 
 — 
 
 Long-term restricted cash equivalents 
 — 
 
 6,336 
 
 Total cash, cash equivalents, restricted cash and restricted cash equivalents 
 $ 
 8,203 
 
 $ 
 27,087 
 
 Financial Instruments 
 The Company’s financial instruments (principally cash and cash equivalents, marketable securities, accounts receivable, notes receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The Company’s long-term debt is carried at cost. 
 Property and Equipment 
 Property and equipment generally represents leasehold improvements and is amortized over the shorter of the estimated useful lives or the expected remaining term of the lease. 
 Valuation of Credit facility repayment feature 
 The fair value of the Credit facility repayment feature (a Level 3 measurement) is determined quarterly based on the present value of make-whole interest payments that are expected to be paid based on cash flow estimates that include a probability weighted estimate of exit transactions, estimated follow-on deployments, estimated quarterly operating cash flows and other cash commitments that would result in qualified cash exceeding the $50 million threshold specified in the Credit facility. 
 Impairment of Ownership Interests In and Advances to Partner Companies 
 
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 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 On a periodic basis, but no less frequently than quarterly, the Company evaluates the carrying value of its partner companies for possible impairment based on achievement of business plan objectives and milestones, the fair value of each partner company relative to its carrying value, the financial condition and prospects of the partner 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 fair value. 
 The 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 partner companies are included in Equity income (loss) in the Consolidated Statements of Operations. Impairment charges related to non-equity method partner companies and funds are included in Other income (loss), net in the Consolidated Statements of Operations. 
 The reduced cost basis of a previously impaired partner company accounted for using the Equity method are not written-up if circumstances suggest the value of the company has subsequently recovered. 
 Income Taxes 
 The Company accounts for income taxes under the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period of the enactment date. The Company provides a valuation allowance against the net deferred tax asset for amounts which are not considered more likely than not to be realized. 
 Net Income (Loss) Per Share 
 The Company computes net income (loss) per share using the weighted average number of common shares outstanding during each year. The Company includes in diluted net income (loss) per share common stock equivalents (unless anti-dilutive) which would arise from the exercise of stock options and conversion of other convertible securities and adjusted, if applicable, for the effect on net income (loss) of such transactions. Diluted net income (loss) per share calculations adjust net income (loss) for the dilutive effect of common stock equivalents and convertible securities issued by the Company’s consolidated or equity method partner companies. 
 Segment Information 
 The Company operates as one operating segment based upon the similar nature of its technology-driven partner companies, the functional alignment of the organizational structure, and the reports that are regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources. 
 Recent Accounting Pronouncements 
 In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 and related subsequent amendments outline a single comprehensive model to use to account for revenue arising from contracts with customers and supersede most current revenue recognition guidance. For public companies, the guidance was effective for annual periods beginning after December 15, 2017 and any interim periods that fall within that reporting period. For nonpublic companies, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 with early adoption permitted. As the new standard will supersede most existing revenue guidance, it could impact revenue and cost recognition for partner companies. Any change in revenue or cost recognition for partner companies could affect the Company's recognition of its share of the results of its equity method partner companies. On July 20, 2017, the SEC staff observer at the FASB’s Emerging Issues Task Force ("EITF") meeting announced that the SEC staff will not object if a private company equity method investee meeting the definition of a public business entity that otherwise would not meet the definition of a public business entity except for the inclusion of its financial statements or 
 
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 SAFEGUARD SCIENTIFICS, INC. 
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 financial information in another entity’s filings with the SEC, uses private company adoption dates for the new revenue standard. As a result, the Company's private, calendar year partner companies will adopt the new revenue standard for the year ending December 31, 2019. The impact of adoption of the new revenue standard will be reflected in the Company’s financial results for the interim and annual reporting periods beginning in 2020 on a one quarter-lag basis. 
 In February 2016, the FASB issued ASU 2016-02, Leases . The guidance in ASU 2016-02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. As with previous guidance, there continues to be a differentiation between finance leases and operating leases, however this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. Lease assets and liabilities arising from both finance and operating leases will be recognized in the statement of financial position. The transitional guidance for adopting the requirements of ASU 2016-02 calls for a modified retrospective approach that includes a number of optional practical expedients that entities may elect to apply. The guidance in ASU 2016-02 will become effective for the Company on January 1, 2019. The Company anticipates making the accounting policy election not to recognize lease assets and lease liabilities for leases with a term of 12 months or less. As of December 31, 2018, the Company's only material long-term lease was for its corporate headquarters in Radnor, PA under a lease expiring in 2026. The Company also has immaterial office equipment leases expiring at various dates through 2020. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. Based on that evaluation, we expect to record as of January 1, 2019 a lease liability of approximately $2.9 million , a right-to-use asset of $2.2 million and to eliminate the deferred rent liability of $0.7 million currently included in other long-term liabilities. 
 
 2. Ownership Interests in and Advances to Partner Companies 
 The following summarizes the carrying value of the Company’s ownership interests in and advances to partner companies. 
 
 December 31, 2018 
 
 December 31, 2017 
 
 (In thousands) 
 
 Equity Method: 
 
 Partner companies 
 $ 
 64,097 
 
 $ 
 107,646 
 
 Private equity funds 
 392 
 
 443 
 
 64,489 
 
 108,089 
 
 Other Method: 
 
 Partner companies 
 15,260 
 
 2,762 
 
 Private equity funds 
 511 
 
 1,334 
 
 15,771 
 
 4,096 
 
 Advances to partner companies 
 15,325 
 
 22,506 
 
 $ 
 95,585 
 
 $ 
 134,691 
 
 During 2018, the Company recognized impairments of $12.6 million related to Apprenda, Inc. CloudMine, Inc. and Brickwork, which are reflected in Equity income (loss) in the consolidated Statement of Operations. The impairments resulted from the discontinuance of operations or sale of the related entities. 
 In January 2018, Spongecell, Inc. merged into Flashtalking, a privately-held company. The Company received Flashtalking ordinary shares equal to approximately 10% of Flashtalking’s issued share capital at the time of the closing. The Company’s final number of Flashtalking shares are subject to customary indemnification agreements. The Company recorded its ownership interest in Flashtalking at $11.2 million , which reflects its fair value at the time of closing. The Company recognized a gain of $3.9 million on the transaction, which is included in Equity income (loss), and has an adjusted carrying value for its interest of approximately $11.0 million at December 31, 2018. 
 In January 2018, the Company received $0.6 million of proceeds from the sale of the assets of Aventura, Inc., a former partner company that ceased operations and was fully impaired in 2016. The Company recognized a gain of $0.6 million , which is reflected in Equity income (loss) in the Consolidated Statements of Operations. 
 
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 In February 2018, Nexxt, Inc., formerly Beyond.com, repaid $10.5 million of principal outstanding on a note received in connection with the Company's sale of its interest back to Nexxt for $26.0 million in March 2017. In that transaction, the Company received $15.5 million in cash and a three -year, $10.5 million note for the balance due, which accrued interest at a rate of 9.5% per annum. Interest was payable annually and interest income was recorded as earned throughout the year. The $10.5 million note was fully reserved and had a carrying value of zero as of December 31, 2017. The Company waived the interest accrued to date in connection with the early repayment of the principal balance. The receipt of $10.5 million of cash in February 2018 resulted in a gain of $9.5 million , net of the interest accrued to date, which is included in Equity income (loss) in the Consolidated Statements of Operations. 
 The Company obtained shares of Invitae in August 2017 when Invitae, a public company, acquired former partner company Good Start Genetics, Inc. The Company recognized a net gain on the transaction of $4.3 million for the year ended December 31, 2017 and an additional gain on the transaction of $1.1 million for the year ended December 31, 2018 as shares were released from escrow. During 2018, the Company sold an aggregate of 492,340 shares of Invitae Corporation ("Invitae") common stock on the open market for proceeds of $3.7 million after transaction fees. There are an additional 45,989 shares of Invitae common stock that continue to be held in escrow at December 31, 2018. 
 In May 2018, Cask Data, Inc. sold substantially all of its assets to another entity. The Company received $11.5 million in cash proceeds in connection with the transaction, excluding $2.4 million of holdbacks and escrows that may be released on various dates on or before November 2019. The Company recognized a gain of $4.2 million on the transaction, which was included in Equity income (loss) in the Consolidated Statements of Operations. 
 
 In July 2018, the Company sold 39.13% of its ownership position in MediaMath back to MediaMath for $45.0 million . The Company also granted MediaMath an option to repurchase an additional 10.87% of the Company’s ownership position in MediaMath for $12.5 million within 180 days after the close of the initial transaction. The option has since been extended until September 30, 2019. The Company recognized a gain of $45.0 million on the initial transaction, which was included in Equity income (loss) in the Consolidated Statements of Operations. The Company previously accounted for its ownership interest in MediaMath under the equity method of accounting. Immediately after the initial transaction, the Company discontinued utilizing the equity method of accounting for its remaining ownership interest in MediaMath. The Company's remaining ownership interest was recorded at its carrying value immediately prior to the July 2018 transaction. The carrying value will be adjusted for any observable price changes in the same or similar equity securities of MediaMath as those held by the Company. 
 In July 2018, the Company sold its interest in AdvantEdge Healthcare Solutions, Inc. in a secondary transaction for $10.0 million , excluding an additional $6.3 million that may be realized upon the achievement of certain valuation thresholds in connection with the future sale of Advantage Healthcare Solutions. The Company recognized a gain of $5.5 million on the transaction, which was included in Equity income (loss) in the Consolidated Statements of Operations. 
 During 2017, the Company recognized impairments of $16.0 million , including $7.0 million related to Full Measure, Inc., $3.6 million related to Spongecell, Inc., $5.2 million related to Pneuron, Inc and $0.2 million related to Aventura, which is reflected in Equity income (loss) in the Consolidated Statements of Operations. The impairments were based on the Company’s decision not to continue to provide additional capital in the absence of significant additional capital raised from new investors, merger consideration received that was lower than our carrying value and ceasing operations of the underlying company. 
 Summarized Financial Information for Partner Companies 
 The Company discloses aggregate summarized statements of operations for any partner companies accounted for under the equity method that are deemed significant. The following table provides summarized financial information for partner companies accounted for under the equity method for the periods presented and has been compiled from respective partner company financial statements, reflect certain historical adjustments, and are reported on a one quarter lag. Results of operations of the partner companies are excluded for periods prior to their acquisition and subsequent to their disposition. Historical results are not adjusted when the Company exits or writes-off a partner company. 
 
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 As of December 31, 
 
 2018 
 
 2017 
 
 (In thousands) 
 
 Balance Sheets: 
 
 Current assets 
 $ 
 168,659 
 
 $ 
 381,810 
 
 Non-current assets 
 24,432 
 
 134,707 
 
 Total assets 
 $ 
 193,091 
 
 $ 
 516,517 
 
 Current liabilities 
 $ 
 88,988 
 
 $ 
 408,438 
 
 Non-current liabilities 
 109,924 
 
 120,672 
 
 Shareholders’ equity 
 (5,821 
 ) 
 
 (12,593 
 ) 
 
 Total liabilities and shareholders’ equity 
 $ 
 193,091 
 
 $ 
 516,517 
 
 Number of partner companies 
 19 
 
 25 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 (In thousands) 
 
 Results of Operations: 
 
 Revenue 
 $ 
 283,009 
 
 $ 
 378,080 
 
 Gross profit 
 $ 
 181,571 
 
 $ 
 251,298 
 
 Net loss 
 $ 
 (154,696 
 ) 
 
 $ 
 (187,121 
 ) 
 
 As of December 31, 2018 , the Company’s carrying value in equity method partner companies, in the aggregate, exceeded the Company’s share of the net assets of such companies by approximately $43.0 million . Of this excess, $33.0 million was allocated to goodwill and $10.0 million was allocated to intangible assets. 
 
 3. Acquisitions of Ownership Interests in Partner Companies 
 2018 Transactions 
 The Company funded an aggregate of $0.7 million of term notes and $1.6 million of convertible bridge loans to InfoBionic, Inc. The Company had previously deployed an aggregate of $19.7 million in InfoBionic. InfoBionic is an emerging digital health company focused on creating patient monitoring solutions for chronic disease management with an initial market focus on cardiac arrhythmias. The Company accounts for its interest in InfoBionic under the equity method. 
 The Company deployed an additional $1.0 million in meQuilibrium. The Company had previously deployed an aggregate of $10.5 million in meQuilibrium. meQuilibrium is a digital coaching platform that delivers clinically validated and highly personalized resilience solutions to employers, health plans, wellness providers and consumers increasing engagement, productivity and performance, as well as improving outcomes in managing stress, health and well-being. The Company accounts for its interest in meQuilibrium under the equity method. 
 The Company funded an additional $1.0 million of convertible bridge loans to Moxe Health Corporation. The Company had previously deployed $4.5 million in Moxe Health. Moxe Health connects payers to their provider networks, facilitating real-time data exchange through its electronic integration platform. The Company accounts for its interest in Moxe Health under the equity method. 
 The Company funded an additional $1.5 million in Zipnosis, Inc. The Company had previously deployed $7.0 million in Zipnosis. Zipnosis provides health systems with a white-labeled, fully integrated virtual care platform. The Company accounts for its interest in Zipnosis under the equity method. 
 The Company deployed an aggregate of $ 1.0 million of convertible bridge loans to CloudMine, Inc. The Company had previously deployed an aggregate of $10.0 million in CloudMine. See Note 2 for discussion of the impairment of our interests in 2018. The Company had previously accounted for its interest in CloudMine under the equity method. 
 The Company funded an additional $0.5 million in Aktana, Inc. The Company had previously deployed $9.7 million in Aktana. Aktana leverages big data and machine learning to enable pharmaceutical brands to dynamically optimize their strategy and enhance sales execution. The Company accounts for its interest in Aktana under the equity method. 
 
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 The Company funded an additional $1.4 million of convertible bridge loans to QuanticMind. The Company had previously deployed $11.5 million in QuanticMind. QuanticMind delivers the most intelligent, scalable and fastest platform for maximizing digital marketing performance, including paid search and social, for enterprises. The Company accounts for its interest in QuanticMind under the equity method. 
 The Company deployed an aggregate of $2.2 million of convertible bridge loans to Sonobi, Inc. The Company had previously deployed $9.2 million in Sonobi. Sonobi is an advertising technology developer that designs advertising tools and solutions for the industry's leading media, publishers, brand advertisers, media agencies, DSPs, and media technology providers. The Company accounts for its interest in Sonobi under the equity method. 
 The Company funded an aggregate of $1.0 million of convertible bridge loans to WebLinc, Inc. The Company had previously deployed an aggregate of $14.0 million in WebLinc. WebLinc is an e-commerce platform and services provider for fast growing online retailers. The Company accounts for its interest in WebLinc under the equity method. 
 The Company deployed an additional $0.3 million in Propeller. The Company had previously deployed an aggregate of $14.0 million in Propeller. Propeller provides digital solutions to measurably improve respiratory health. The Company accounts for its interest in Propeller under the equity method. See Note 16 discussion of the sale of this partner company in 2019. 
 The Company funded an aggregate of $0.4 million of convertible bridge loans to Cask Data, Inc. The Company had previously deployed an aggregate of $13.0 million in Cask Data. Cask Data made building and running big data solutions on-premises or in the cloud easy with Cask Data Application Platform. In May 2018, Cask Data sold substantially all of its assets to another entity resulting in the gain discussed in Note 2. The Company had previously accounted for its interest in Cask Data under the equity method. 
 The Company funded an aggregate of $2.2 million of convertible loans to NovaSom, Inc. The Company had previously deployed an aggregate of $24.1 million in NovaSom. NovaSom is a medical device company focused on obstructive sleep apnea, specifically home testing with its FDA-cleared wireless device called AccuSom ® home sleep test. The Company accounts for its interest in NovaSom under the equity method. 
 The Company funded an aggregate of $0.5 million of convertible bridge loans to Spongecell, Inc. The Company had previously deployed an aggregate of $18.6 million in Spongecell. In the first quarter of 2018, Spongecell merged into Flashtalking as discussed in Note 2. The Company previously accounted for its interest in Spongecell under the equity method. 
 The Company funded an aggregate of $0.7 million of convertible bridge loans to Brickwork. The Company had previously deployed an aggregate of $4.2 million in Brickwork. The Company accounts for its interest in Brickwork under the equity method. See Note 16 for discussion of the sale of this partner company in 2019. 
 2017 Transactions 
 The Company deployed $1.0 million into Prognos. The Company had previously deployed an aggregate of $11.6 million in Prognos. Prognos is a healthcare AI company that’s striving to improve health by tracking and predicting disease earlier in partnership with Life Sciences brands, payers, and clinical diagnostics organizations. The Company accounts for its interest in Prognos under the equity method. 
 The Company deployed $2.3 million into Syapse, Inc. The Company had previously deployed an aggregate of $13.3 million in Syapse. Syapse is on a mission to deliver the best care for every cancer patient through precision medicine. Syapse’s software platform, data sharing network, and industry partnerships enable healthcare providers to bring precision cancer care to every patient who needs it. The Company accounts for its interest in Syapse under the equity method. 
 The Company funded an aggregate of $0.6 million of convertible bridge loans to Spongecell, Inc. The Company had previously deployed an aggregate of $18.0 million in Spongecell. During 2018, Spongecell merged into Flashtalking. The Company accounted for its interest in Spongecell under the equity method. 
 The Company funded an aggregate of $5.3 million of convertible bridge loans to InfoBionic, Inc. The Company had previously deployed an aggregate of $14.5 million in InfoBionic. InfoBionic is an emerging digital health company focused on creating patient monitoring solutions for chronic disease management with an initial market focus on cardiac arrhythmias. The Company accounts for its interest in InfoBionic under the equity method. 
 The Company funded an aggregate of $3.8 million of convertible bridge loans to Sonobi, Inc. The Company had previously deployed $5.4 million in Sonobi. Sonobi is an advertising technology developer that creates data-driven tools and solutions to meet the evolving needs of demand- and sell-side organizations within the digital media marketplace. The Company accounts for its interest in Sonobi under the equity method. 
 
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 The Company funded an aggregate of $2.0 million of convertible bridge loans to NovaSom, Inc. The Company had previously deployed an aggregate of $22.1 million in NovaSom. NovaSom is a medical device company focused on obstructive sleep apnea, specifically home testing with its FDA-cleared wireless device called AccuSom ® home sleep test. The Company accounts for its interest in NovaSom under the equity method. 
 The Company funded an aggregate of $2.0 million of convertible bridge loans to Cask Data, Inc. The Company had previously deployed an aggregate of $11.0 million in Cask Data. Cask Data was acquired by another entity in 2018. 
 The Company deployed an aggregate of $4.5 million into CloudMine, Inc. The Company had previously deployed an aggregate of $5.5 million in CloudMine. The Company fully impaired its investment in this partner company in 2018. 
 The Company deployed an aggregate of $3.1 million into Full Measure Education, Inc. The Company had previously deployed an aggregate of $8.6 million in Full Measure. 
 The Company deployed $2.5 million into meQuilibrium. The Company had previously deployed an aggregate of $8.0 million in meQuilibrium. meQuilibrium is a digital coaching platform that delivers clinically validated and highly personalized resilience solutions to employers, health plans, wellness providers and consumers increasing engagement, productivity and performance, as well as improving outcomes in managing stress, health and well-being. The Company accounts for its interest in meQuilibrium under the equity method. 
 The Company funded $0.3 million of convertible bridge loans to Hoopla Software, Inc. The Company had previously deployed an aggregate of $4.8 million in Hoopla Software. Hoopla Software provides cloud-based software that helps sales organizations inspire and motivate sales team performance. The Company accounts for its interest in Hoopla Software under the equity method. 
 The Company deployed $1.8 million into QuanticMind, Inc. The Company had previously deployed an aggregate of $9.7 million in QuanticMind. QuanticMind delivers the most intelligent, scalable and fastest platform for maximizing digital marketing performance, including paid search and social, for enterprises. The Company accounts for its interest in QuanticMind under the equity method. 
 The Company funded an aggregate of $2.0 million of convertible bridge loans to WebLinc, Inc. The Company had previously deployed an aggregate of $12.0 million in WebLinc. WebLinc is a commerce platform and services provider for fast growing online retailers. The Company accounts for its interest in WebLinc under the equity method. 
 The Company funded $1.8 million of a convertible bridge loan to Good Start Genetics, Inc. The Company had previously deployed an aggregate of $17.2 million in Good Start Genetics. Good Start Genetics was acquired by Invitae Corporation in August 2017. 
 The Company deployed $2.1 million into Trice Medical, Inc. The Company had previously deployed an aggregate of $8.0 million in Trice Medical. Trice Medical is a diagnostics company focused on micro invasive technologies. The Company accounts for its interest in Trice Medical under the equity method. 
 The Company deployed $1.5 million into Aktana, Inc. The Company had previously deployed an aggregate of $8.2 million in Aktana. Aktana leverages big data and machine learning to enable pharmaceutical brands to dynamically optimize their strategy and enhance sales execution. The Company accounts for its interest in Aktana under the equity method. 
 The Company funded $0.2 million of a bridge loan to Lumesis, Inc. The Company had previously deployed an aggregate of $6.2 million in Lumesis. Lumesis is a financial technology company focused on providing business efficiency, regulatory and data solutions to the municipal bond marketplace. The Company accounts for its interest in Lumesis under the equity method. 
 The Company funded $0.3 million of a convertible bridge loan to Aventura, Inc. to fund wind-down activities. The Company had previously deployed an aggregate of $6.2 million in Aventura. The adjusted carrying value of the Company's interest in Aventura was $0.0 million at December 31, 2017. The Company accounted for its interest in Aventura under the equity method. 
 
 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 (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on the Company’s Consolidated Balance Sheets are categorized as follows: 
 
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 Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. 
 Level 2—Include other inputs that are directly or indirectly observable in the marketplace. 
 Level 3—Unobservable inputs which are supported by little or no market activity. 
 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 
 The following table provides the carrying value and fair value of certain financial assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2018 and 2017 : 
 
 Carrying 
 Value 
 
 Fair Value Measurement at December 31, 2018 
 
 Level 1 
 
 Level 2 
 
 Level 3 
 
 (in thousands) 
 
 Cash and cash equivalents 
 $ 
 7,703 
 
 $ 
 7,703 
 
 $ 
 — 
 
 $ 
 — 
 
 Restricted cash equivalents 
 500 
 
 500 
 
 — 
 
 — 
 
 Marketable securities—held-to-maturity: 
 
 Government agency bond 
 $ 
 21,473 
 
 $ 
 21,473 
 
 $ 
 — 
 
 $ 
 — 
 
 U.S. Treasury Bills 
 $ 
 16,482 
 
 $ 
 16,482 
 
 $ 
 — 
 
 $ 
 — 
 
 Total marketable securities 
 $ 
 37,955 
 
 $ 
 37,955 
 
 $ 
 — 
 
 $ 
 — 
 
 Credit facility repayment feature liability 
 $ 
 5,060 
 
 $ 
 — 
 
 $ 
 — 
 
 $ 
 5,060 
 
 Carrying 
 Value 
 
 Fair Value Measurement at December 31, 2017 
 
 Level 1 
 
 Level 2 
 
 Level 3 
 
 (In thousands) 
 
 Cash and cash equivalents 
 $ 
 20,751 
 
 $ 
 20,751 
 
 $ 
 — 
 
 $ 
 — 
 
 Long-term restricted cash equivalents 
 6,336 
 
 6,336 
 
 — 
 
 — 
 
 Trading securities 
 3,761 
 
 3,761 
 
 — 
 
 — 
 
 Marketable securities—held-to-maturity: 
 
 Certificates of deposit 
 $ 
 4,452 
 
 $ 
 4,452 
 
 $ 
 — 
 
 $ 
 — 
 
 As of December 31, 2018 , $38.0 million of marketable securities had contractual maturities which were less than one year. Held-to-maturity securities are carried at amortized cost, which, due to the short-term maturity of these instruments, approximates fair value using quoted prices in active markets for identical assets or liabilities defined as Level 1 inputs under the fair value hierarchy. As of December 31, 2017, trading securities consist of shares of Invitae Corporation obtained in connection with Invitae's acquisition of Good Start Genetics, Inc. in August 2017. The trading securities were recorded at fair value based on Invitae's closing stock price at December 31, 2017. During 2018, the Company sold the shares of Invitae common stock for net proceeds of $3.7 million . The Company recorded $5.1 million for the fair value of the credit facility repayment feature liability as of December 31, 2018, an increase of $4.5 million from its initial value established during the second quarter of 2018. The prepayment feature is an embedded derivative that is accounted for as a liability separate from the Amended Credit Facility. The liability is adjusted to the fair value of required projected future debt prepayments. The liability may change materially based upon management's probability weighted cash forecast at each balance sheet date. Management's cash forecasts are defined as Level 3 inputs under the fair value hierarchy. 
 
 5. Credit Facility and Convertible Debentures 
 Credit Facility 
 In May 2017, the Company entered into a $75.0 million secured, revolving credit facility (“Credit Facility”) with HPS Investment Partners, LLC (“Lender”). At closing, the Company borrowed $50.0 million , which resulted in net proceeds of $44.3 million after closing fees to the Lender and other third parties. The Credit Facility has a three -year term with a scheduled maturity of May 11, 2020 and bears interest at a rate of either: (A) LIBOR plus 8.5% (subject to a LIBOR floor of 1% ), payable on the last day of the one, two or three month interest period applicable to the LIBOR rate advance, or (B) 7.5% plus the greater of: 2% ; the Federal Funds Rate plus 0.5% ; LIBOR plus 1% ; or the U.S. Prime Rate, payable monthly in arrears. The Credit 
 
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 Facility is not amortized and interest payable under the Credit Facility will reflect at least $50 million as being drawn and outstanding at all times during the term. The Credit Facility also included an unused line fee equal to 0.75% per annum of the average unused portion of the Credit Facility and a loan service fee, both paid quarterly. The Credit Facility is secured by all of the Company's assets in accordance with the terms of the Credit Facility. 
 In May 2018, the Company and Lender amended the Credit Facility ("Amended Credit Facility") to increase the principal amount of indebtedness available to be borrowed by the Company from $75.0 million to $100.0 million . The maturity date and interest rate remained unchanged. The Amended Credit Facility consists of a term loan in the principal amount of $85.0 million , (the "Term Loan"), $50.0 million of which was outstanding prior to entering into the amendment and $35.0 million of which was drawn in connection with the consummation of the amendment, and a revolving loan in the principal amount of up to $15.0 million (the “Revolving Loan”). The Company was able to borrow and repay under the Revolving Loan at any time until its expiration on December 30, 2018. Any amounts outstanding under the Revolving Loan on December 30, 2018 would be subject to the same repayment terms as amounts borrowed under the Term Loan. Repayment terms under the Credit Facility include a make-whole interest provision equal to the interest that would have been payable had the principal amount subject to repayment been outstanding through the maturity date of the Credit Facility. Under the Amended Credit Facility, if the aggregate amount of the Company’s qualified cash at any quarter end date exceeds $50.0 million , the Company will be required to prepay outstanding principal amounts under the Amended Credit Facility, plus any applicable interest and prepayment fees, in an amount equal to 100% of such excess. Based on this requirement, the Company has classified $22.1 million as the current portion of the credit facility based on the Company's projected qualified cash at March 31, 2019. 
 Certain debt covenants were revised in connection with the Amended Credit Facility. The Amended Credit Facility requires the Company to (i) maintain a liquidity threshold of at least $20 million of unrestricted cash; (ii) maintain a minimum aggregate appraised value of the Company’s ownership interests in its partner companies, plus unrestricted cash in excess of the liquidity threshold, of at least $350 million less the aggregate amount of all prepayments of the Term Loan and all prepayments of the Revolving Loan made after December 30, 2018; and (iii) limit deployments to only existing partner companies and such deployments may not exceed, when combined with deployments after January 1, 2018, $40 million in the aggregate through the maturity date; and (iv) limit certain expenses (which shall exclude severance payments, interest expense, depreciation and stock-based compensation) incurred or paid to no more than $11.5 million in any twelve-month period after the date of the amendment (or such shorter period as has elapsed since the date of the amendment). The Company is no longer required to maintain a specific net worth or any diversification requirements or concentration limits with respect to the Company’s capital deployments to its partner companies. Additionally, under the Amended Credit Facility, the Company is restricted from repurchasing shares of its outstanding common stock and/or issuing dividends until such time as the Amended Credit Facility is repaid in full. As of the date these consolidated financial statements were issued, the Company was in compliance with all applicable covenants. 
 The $35.0 million of additional principal that the Company borrowed with the consummation of the Amended Credit Facility resulted in net proceeds of $32.7 million , after closing fees to the Lender and other third parties, that were used towards the repayment of $41.0 million of principal outstanding on its 2018 Debentures, which the Company repaid in full on the maturity date of May 15, 2018. There were no convertible debentures outstanding as of December 31, 2018. 
 The Amended Credit Facility provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; non-compliance with debt covenants; defaults in, or failure to pay, certain other indebtedness; the rendering of judgments to pay certain amounts of money; certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time periods specified (if any), the Lender may declare the outstanding amount under the Amended Credit Facility to be immediately due and payable. 
 At December 31, 2018 , the principal amount outstanding under the Amended Credit Facility was $68.6 million , the unamortized discount and debt issuance costs were $3.5 million and the net carrying value of the Credit Facility was $65.1 million . The Company accounted for the amendment to the Credit Facility as an insubstantial modification and is amortizing the excess of the principal amount of the Amended Credit Facility over its carrying value over the remaining term as additional interest expense using a revised effective interest rate prospectively based on the revised cash flows. The Amended Credit Facility requires prepayments of outstanding principal amounts when the Company’s qualified cash at any quarter end date exceeds $50.0 million . This provision in the Amended Credit Facility is an embedded derivative that is accounted for separately. An initial fair value (liability) of $0.5 million was recorded on the amendment date for the fair value of potential future prepayments based upon management's probability weighted cash forecast. This amount is also included in debt issuance costs and will be amortized over the remaining term of the Amended Credit Facility. The liability is being adjusted to fair value at each balance sheet date based upon management's updated probability weighted cash forecast. The Company recorded losses of $4.5 million for the year ended December 31, 2018 which is included in Other loss on the Consolidated Statements of Operations. The increase in the fair value of the credit facility repayment feature liability is due to an increase in the probability of debt prepayments based on the Company's current cash position and expected uses of cash during 2019. The 
 
 47 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 Company recorded interest expense of $14.6 million and $4.4 million for the years ended December 31, 2018 and 2017, respectively, under the Amended Credit Facility. The effective interest rate on the Amended Credit Facility is 15.2% . The Company made interest payments of $10.0 million and $2.5 million for the years ended December 31, 2018 and 2017, respectively. 
 Convertible Senior Debentures 
 In November 2012, the Company issued $55.0 million principal amount of its 5.25% convertible senior debentures which was due on May 15, 2018 (the “2018 Debentures”). In 2017, the Company repurchased on the open market, and retired, an aggregate of $14.0 million face value of the 2018 Debentures at a cost of $14.5 million , including transaction fees. In connection with the repurchase of these 2018 Debentures, the Company recognized a $0.8 million reduction in equity which is included in Accumulated Paid-In Capital in the Consolidated Balance Sheet as of December 31, 2017 and a $29 thousand loss on extinguishment of the liability which is included in Other loss in the Consolidated Statements of Operations for the year ended December 31, 2017. At December 31, 2017, the Company had $41.0 million of outstanding 2018 Debentures which was repaid in full in May 2018. 
 Interest on the 2018 Debentures was payable semi-annually on May 15 and November 15. Holders of the 2018 Debentures had the right to convert their notes prior to November 15, 2017 at their option only under the following circumstances: 
 
 • 
 during any calendar quarter commencing after the calendar quarter ending on December 31, 2012, if the last reported sale price of the common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; 
 
 • 
 during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on such trading day; 
 
 • 
 if the notes have been called for redemption; or 
 
 • 
 upon the occurrence of specified corporate events. 
 
 On or after November 15, 2017 until the close of business on the second business day immediately preceding the maturity date, holders would convert their notes at any time, regardless of whether any of the foregoing conditions had been met. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election. 
 The conversion rate of the 2018 Debentures was 55.17 shares of common stock per $1,000 principal amount of debentures, equivalent to a conversion price of approximately $18.13 per share of common stock. The closing price of the Company’s common stock at December 31, 2017 was $11.20 . Since their issuance in 2012, none of the 2018 Debentures have been converted to shares of common stock. 
 On or after November 15, 2016, the Company could redeem for cash any of the 2018 Debentures if the last reported sale price of the Company’s common stock exceeds 140% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the trading day before the date that notice of redemption is given, including the last trading day of such period. Upon any redemption of the 2018 Debentures, the Company will pay a redemption price of 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption, and additional interest, if any. 
 The 2018 Debentures holders had the right to require the Company to repurchase the 2018 Debentures if the Company undergoes a fundamental change, which includes the sale of all or substantially all of the Company’s common stock or assets; liquidation; dissolution; a greater than 50% change in control; the delisting of the Company’s common stock from the New York Stock Exchange or the NASDAQ Global Market (or any of their respective successors); or a substantial change in the composition of the Company’s board of directors as defined in the governing agreement. Holders could have required that the Company repurchase for cash all or part of their debentures at a fundamental change repurchase price equal to 100% of the principal amount of the debentures to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. 
 
 48 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 Because the 2018 Debentures could be settled in cash or partially in cash upon conversion, the Company separately accounted for the liability and equity components. The carrying amount of the liability component was determined at the transaction date by measuring the fair value of a similar liability that does not have an associated equity component. The carrying amount of the equity component represented by the embedded conversion option was determined by deducting the fair value of the liability component from the initial proceeds of the 2018 Debentures as a whole. At December 31, 2017, the fair value of the $41.0 million outstanding 2018 Debentures was approximately $41.6 million , based on the midpoint of the bid and ask prices as of such date. At December 31, 2017, the carrying amount of the equity component was $5.6 million , the principal amount of the liability component was $41.0 million , the unamortized discount and debt issuance costs were $0.5 million , and the net carrying value of the liability component was $40.5 million . The Company amortized the excess of the face value of the 2018 Debentures over their carrying value over their term as additional interest expense using the effective interest method and recorded $0.5 million and $1.5 million of such expense for the years ended December 31, 2018 and 2017 , respectively. The effective interest rate on the 2018 Debentures was 8.7% . 
 
 6. Equity 
 In July 2015, the Company's Board of Directors authorized the Company, from time to time and depending on market conditions, to repurchase up to $25.0 million of the Company's outstanding common stock. During the years ended December 31, 2018 and 2017, the Company did not repurchase any shares under the existing authorization. 
 In February 2018, the Company's Board of Directors adopted a tax benefits preservation plan (the "Plan") designed to protect and preserve the Company's ability to utilize its net operating loss carryforwards ("NOLs") which was ratified by shareholders at its 2018 Annual Meeting of Shareholders. The purpose of the Plan is to preserve the Company's ability to use its NOLs, which would be substantially limited if the Company experienced an "ownership change" as defined under Section 382 of the Internal Revenue Code. In general, an ownership change would occur if the Company's shareholders who are treated as owning five percent or more of the outstanding shares of Safeguard for purposes of Section 382 ("five-percent shareholders") collectively increase their aggregate ownership in the Company's overall shares outstanding by more than 50 percentage points. Whether this change has occurred would be measured by comparing each five-percent shareholder's current ownership as of the measurement date to such shareholders' lowest ownership percentage during the three-year period preceding the measurement date. To protect the Company's NOLs from being limited or permanently lost under Section 382, the Plan is intended to deter any person or group from acquiring beneficial ownership of 4.99% or more of the Company's outstanding common stock without the approval of the Board, reducing the likelihood of an unintended ownership change. Under the Plan, the Company will issue one preferred stock purchase right (the "Rights") for each share of Safeguard's common stock held by shareholders of record on March 2, 2018. The issuance of the Rights will not be taxable to Safeguard or its shareholders and will not affect Safeguard's reported earnings per share. The Rights will trade with Safeguard's common shares and will expire no later than February 19, 2021. The Rights and the Plan may also expire on an earlier date upon the occurrence of other events, including a determination by the Company's Board that the Plan is no longer necessary or desirable for the preservation of the Company's tax attributes or that no tax attributes may be carried forward (with such expiration occurring as of the beginning of the applicable taxable year). There can be no assurance that the Plan will prevent the Company from experiencing an ownership change. 
 
 7. Stock-Based Compensation 
 Equity Compensation Plans 
 The 2014 Equity Compensation Plan has 4.1 million shares authorized for issuance. During 2018 and 2017, the Company issued zero stock-based awards outside of existing plans. To the extent allowable, service-based options are incentive stock options. Options granted under the plans are at prices equal to or greater than the fair market value at the date of grant. Upon exercise of stock options, the Company issues shares first from treasury stock, if available, then from authorized but unissued shares. At December 31, 2018 , the Company had reserved 3.2 million shares of common stock for possible future issuance under its 2014 Equity Compensation Plan and other previously expired equity compensation plans. 
 Classification of Stock-Based Compensation Expense 
 Stock-based compensation expense was recognized in the Consolidated Statements of Operations as follows: 
 
 49 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 (In thousands) 
 
 General and administrative expense 
 $ 
 966 
 
 $ 
 1,138 
 
 $ 
 966 
 
 $ 
 1,138 
 
 At December 31, 2018 , the Company had outstanding options that vest based on two different types of vesting schedules: 
 1) performance-based; and 
 2) service-based. 
 Performance-based awards entitle participants to vest in a number of awards determined by achievement by the Company of target capital returns based on net cash proceeds received by the Company upon the sale, merger or other exit transaction of certain identified partner companies. Vesting may occur, if at all, once per year. The requisite service periods for the performance-based awards are based on the Company’s estimate of when the performance conditions will be met. Compensation expense is recognized for performance-based awards for which the performance condition is considered probable of achievement. Compensation expense is recognized over the requisite service periods using the straight-line method but is accelerated if capital return targets are achieved earlier than estimated. No performance-based options were issued during the years ended December 31, 2018 or 2017. During the years ended December 31, 2018 and 2017, 1 thousand and 1 thousand performance-based options vested each year. During the years ended December 31, 2018 and 2017 , respectively, 76 thousand and 8 thousand performance-based options were canceled or forfeited. The Company recorded a reduction of compensation expense related to performance-based options of $0.7 million and $0.2 million for the years ended December 31, 2018 and 2017 respectively. The maximum number of unvested options at December 31, 2018 attainable under these grants was 258 thousand shares. 
 Service-based awards generally vest over four years after the date of grant and expire eight years after the date of grant. Compensation expense is recognized over the requisite service period using the straight-line method. The requisite service period for service-based awards is the period over which the award vests. During the years ended December 31, 2018 and 2017 , respectively, the Company issued zero thousand and 8 thousand service-based options to employees. During the years ended December 31, 2018 and 2017 , respectively, 17 thousand and 80 thousand service-based options were canceled or forfeited. The Company recorded compensation expense related to these options of $0.0 million and $0.1 million during the year ended December 31, 2018 and 2017, respectively. 
 The fair value of the Company’s option awards to employees was estimated at the date of grant using the Black-Scholes option-pricing model. The risk-free rate is based on the U.S. Treasury yield curve in effect at the end of the quarter in which the grant occurred. The expected term of stock options granted was estimated using the historical exercise behavior of employees. Expected volatility was based on historical volatility measured using weekly price observations of the Company’s common stock for a period equal to the stock option’s expected term. There were no options granted during 2018. Assumptions used in the valuation of options granted in 2017 were as follows: 
 
 Year Ended December 31, 
 
 2017 
 
 Service-Based Options 
 
 Dividend yield 
 
 0 
 % 
 
 Expected volatility 
 
 22 
 % 
 
 Average expected option life 
 
 5 years 
 
 Risk-free interest rate 
 
 2.1 
 % 
 
 The weighted-average grant date fair value of options issued by the Company during the year ended December 31, 2017 was $2.36 per share. 
 
 50 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 Option activity of the Company is summarized below: 
 
 Shares 
 
 Weighted 
 Average 
 Exercise Price 
 
 Weighted Average 
 Remaining 
 Contractual Life 
 
 Aggregate 
 Intrinsic 
 Value 
 
 (In thousands) 
 
 (In years) 
 
 (In thousands) 
 
 Outstanding at December 31, 2016 
 678 
 
 14.90 
 
 Options granted 
 8 
 
 11.33 
 
 Options exercised 
 (29 
 ) 
 
 10.16 
 
 Options canceled/forfeited 
 (88 
 ) 
 
 17.20 
 
 Outstanding at December 31, 2017 
 569 
 
 14.74 
 
 Options granted 
 — 
 
 — 
 
 Options exercised 
 (15 
 ) 
 
 12.29 
 
 Options canceled/forfeited 
 (144 
 ) 
 
 15.21 
 
 Outstanding at December 31, 2018 
 410 
 
 14.66 
 
 2.39 
 
 $ 
 — 
 
 Options exercisable at December 31, 2018 
 143 
 
 16.18 
 
 1.63 
 
 — 
 
 Shares available for future grant 
 2,063 
 
 The total intrinsic value of options exercised for the years ended December 31, 2018 was immaterial. The total intrinsic value of options exercised for the years ended December 31, 2017 was $0.1 million . 
 
 At December 31, 2018 , total unrecognized compensation cost related to non-vested service-based options was immaterial. At December 31, 2018 , total unrecognized compensation cost related to non-vested performance-based options was immaterial. 
 Performance-based stock units vest based on achievement by the Company of target capital returns based on net cash proceeds received by the Company on the sale, merger or other exit transaction of certain identified partner companies, as described above related to performance-based awards. Performance-based stock units represent the right to receive shares of the Company’s common stock, on a one-for-one basis. The Company did not issue any performance-based units during the years ended December 31, 2018 or 2017. During the years ended December 31, 2018 and 2017, 1 thousand performance-based stock units vested each year. During the years ended December 31, 2018 and 2017, respectively, 117 thousand and 6 thousand performance-based stock units were canceled or forfeited. Under the terms of the 2016 and 2015 performance-based awards, once performance-based stock units are fully vested, participants are entitled to receive cash payments based on their initial performance grant values as target capital returns described above are exceeded. At December 31, 2018 , the liability associated with such potential cash payments was $0.0 million . 
 During the years ended December 31, 2018 and 2017 , respectively, the Company issued 48 thousand and 163 thousand restricted shares to employees and directors. Restricted shares generally vest over a period of approximately two to four years, or are vested at issuance for directors 65 or older. During the years ended December 31, 2018 and 2017, respectively, 44 thousand and 3 thousand restricted shares were canceled or forfeited. 
 During the years ended December 31, 2018 and 2017 , respectively, the Company issued 6 thousand , and 54 thousand restricted stock or deferred stock units to non-employee directors for annual service grants or fees earned during the preceding quarter. Deferred stock units issued to directors in lieu of directors fees are 100% vested at the grant date; matching deferred stock units equal to 25% of directors’ fees deferred vest one year following the grant date or, if earlier, upon reaching age 65. Deferred stock units are payable in stock on a one-for-one basis. Payments related to the deferred stock units are generally distributable following termination of service, death or permanent disability. 
 
 During the year ended December 31, 2017 , the Company granted 22 thousand shares to members of its advisory board. The advisory board was disbanded in February 2018. The Company recorded compensation expense of $0.3 million in 2017 related to these awards. 
 
 Total compensation expense for deferred stock units, performance-based stock units and restricted stock was $1.0 million $1.3 million , for the years ended December 31, 2018 and 2017 , respectively. Unrecognized compensation expense related to deferred stock units, performance stock units and restricted stock at December 31, 2018 was $2.4 million . The total fair value of deferred stock units, performance stock units and restricted stock vested during the years ended December 31, 2018 and 2017 was $1.6 million and $1.6 million , respectively. 
 Deferred stock unit, performance-based stock unit and restricted stock activity are summarized below: 
 
 51 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 Shares 
 
 Weighted Average 
 Grant Date Fair 
 Value 
 
 (In thousands) 
 
 Unvested at December 31, 2016 
 933 
 
 $ 
 14.79 
 
 Granted 
 217 
 
 11.43 
 
 Vested 
 (135 
 ) 
 
 13.75 
 
 Forfeited 
 (10 
 ) 
 
 14.38 
 
 Unvested at December 31, 2017 
 1,005 
 
 14.21 
 
 Granted 
 54 
 
 9.47 
 
 Vested 
 (121 
 ) 
 
 12.87 
 
 Forfeited 
 (161 
 ) 
 
 14.21 
 
 Unvested at December 31, 2018 
 777 
 
 14.08 
 
 8. Employee Benefit Pla n 
 
 The Company maintains a qualified 401(K) retirement plan for eligible employees. The Plan’s matching formula is 100% of the first 5% of participants’ qualified compensation. Compensation expense related to our matching contributions to the plan for the years ended December 31, 2018 and 2017, were $0.2 million and $0.4 million , respectively. 
 
 52 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 9. Income Taxes 
 The federal and state provision (benefit) for income taxes was $0.0 million for the years ended December 31, 2018 and 2017 . 
 The total income tax provision (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 21% and 35.0% for the years ended December 31, 2018 and 2017, respectively, to net loss before income taxes as a result of the following: 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 Statutory tax (benefit) expense 
 (21.0 
 )% 
 
 (35.0 
 )% 
 
 Increase (decrease) in taxes resulting from: 
 
 Stock-based compensation 
 — 
 
 — 
 
 Nondeductible expenses 
 1.5 
 
 0.2 
 
 Tax Cuts and Jobs Act impact 
 — 
 
 93.2 
 
 Valuation allowance 
 19.5 
 
 (58.4 
 ) 
 
 0.0 
 % 
 
 0.0 
 % 
 
 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: 
 
 As of December 31, 
 
 2018 
 
 2017 
 
 (In thousands) 
 
 Deferred tax asset: 
 
 Carrying values of partner companies and other holdings 
 $ 
 60,951 
 
 $ 
 69,751 
 
 Tax loss and credit carryforwards 
 62,901 
 
 58,138 
 
 Disallowed interest carryforwards 
 3,831 
 
 — 
 
 Credit facility repayment feature 
 1,312 
 
 — 
 
 Accrued expenses 
 675 
 
 766 
 
 Stock-based compensation 
 550 
 
 814 
 
 Other 
 1,034 
 
 967 
 
 131,254 
 
 130,436 
 
 Valuation allowance 
 (131,254 
 ) 
 
 (130,436 
 ) 
 
 Net deferred tax asset 
 $ 
 — 
 
 $ 
 — 
 
 As of December 31, 2018 , the Company and its subsidiaries consolidated for tax purposes had federal net operating and capital loss carryforwards of approximately $299.5 million , of which $17.1 million have an indefinite life. These carryforwards expire as follows: 
 
 Total 
 
 (In thousands) 
 
 2019 
 $ 
 — 
 
 2020 
 — 
 
 2021 
 3,728 
 
 2022 
 48,848 
 
 2023 and thereafter 
 229,867 
 
 $ 
 282,443 
 
 In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to: (i) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (ii) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (iii) creating a new limitation on deductible interest expense; and (iv) changing rules related to uses and limitations of net operating carryforwards created in tax years beginning 
 
 53 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 after December 31, 2017. The most significant impact on the Company's consolidated financial statements was a reduction of approximately $82.5 million in deferred tax assets which is offset by changes to the Company’s valuation allowance. 
 In assessing the recoverability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that it is more likely than not that certain future tax benefits may not be realized as a result of current and future income. Accordingly, a valuation allowance has been recorded against substantially all of the Company’s deferred tax assets. 
 
 The Company recognizes in its Consolidated Financial Statements the impact of a tax position if that position is more likely than not to be sustained upon examination, based on the technical merits of the position. All uncertain tax positions relate to unrecognized tax benefits that would impact the effective tax rate when recognized. 
 
 The Company does not expect any material increase or decrease in its income tax expense, in the next twelve months, related to examinations or changes in uncertain tax positions. 
 
 There were no changes in the Company’s uncertain tax positions for the years ended December 31, 2018 and 2017 . 
 The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Tax years 2015 and forward remain open for examination for federal tax purposes and the Company’s more significant state tax jurisdictions. To the extent utilized in future years’ tax returns, net operating loss carryforwards at December 31, 2018 will remain subject to examination until the respective tax year is closed. The Company recognizes penalties and interest accrued related to income tax liabilities in income tax benefit (expense) in the Consolidated Statements of Operations. 
 
 10. Net Loss Per Share 
 The calculations of net loss per share were: 
 
 Year Ended December 31, 
 
 2018 
 
 2017 
 
 (In thousands, except per share data) 
 
 Basic: 
 
 Net loss 
 $ 
 (15,629 
 ) 
 
 $ 
 (88,572 
 ) 
 
 Weighted average common shares outstanding 
 20,544 
 
 20,430 
 
 Net loss per share 
 $ 
 (0.76 
 ) 
 
 $ 
 (4.34 
 ) 
 
 Diluted: 
 
 Net loss 
 $ 
 (15,629 
 ) 
 
 $ 
 (88,572 
 ) 
 
 Weighted average common shares outstanding 
 20,544 
 
 20,430 
 
 Net loss per share 
 $ 
 (0.76 
 ) 
 
 $ 
 (4.34 
 ) 
 
 Basic and diluted average common shares outstanding for purposes of computing net income (loss) per share includes outstanding common shares and vested deferred stock units (DSUs). 
 If a consolidated or equity method partner company has dilutive stock options, unvested restricted stock, DSUs, or warrants, diluted net income (loss) per share is computed by first deducting from net income (loss) the income attributable to the potential exercise of the dilutive securities of the partner company from net income (loss). Any impact is shown as an adjustment to net income (loss) for purposes of calculating diluted net income (loss) per share. 
 Diluted loss per share for the years ended December 31, 2018 and 2017 do not reflect the following potential shares of common stock that would have an anti-dilutive effect or have unsatisfied performance or market conditions: 
 
 • 
 At December 31, 2018 and 2017, options to purchase 0.4 million , and 0.6 million shares of common stock, respectively, at prices ranging from $9.83 to $19.95 per share, and $9.83 to $19.95 per share per share, respectively, were excluded from the calculation. 
 
 • 
 At December 31, 2018 and 2017 , unvested restricted stock, performance-based stock units and DSUs convertible into 0.8 million million and 1.0 million shares of stock, respectively, were excluded from the calculations. 
 
 • 
 For the years ended December 31, 2018 and 2017 , 0.8 million and 2.3 million shares of common stock, respectively, representing the effect of assumed conversion of the 2018 Debentures were excluded from the calculations. 
 
 54 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 11. Related Party Transactions 
 In May 2001, the Company entered into a $26.5 million loan agreement with Warren V. Musser, a former Chairman and Chief Executive Officer of the Company. Through December 31, 2018 , the Company recognized impairment charges against the loan of $15.7 million . Since 2001 and through December 31, 2018 , the Company has received a total of $17.1 million in payments on the loan. The carrying value of the loan at December 31, 2018 was zero . The Company did not receive any payments on this loan agreement in the years ended December 31, 2018 or 2017. 
 In the normal course of business, the Company’s officers and employees hold board positions with partner and other companies in which the Company has a direct or indirect ownership interest. 
 
 12. Commitments and Contingencies 
 The Company and its partner companies are involved in various claims and legal actions arising in the ordinary course of business. In the current opinion of the Company, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations, however, no assurance can be given as to the outcome of these actions, and one or more adverse rulings could have a material adverse effect on the Company’s consolidated financial position and results of operations or that of its partner companies. The Company records costs associated with legal fees as such services are rendered. 
 The Company leases its corporate headquarters under a lease expiring in 2026 and office equipment under leases expiring at various dates to 2020. Total rental expense under operating leases was $0.6 million and $0.5 million for the years ended December 31, 2018 and 2017 , respectively. At December 31, 2018 , future minimum lease payments under non-cancelable operating leases with initial or remaining terms of one year or more are as follows: 
 
 Total 
 
 (In thousands) 
 
 2019 
 $ 
 605 
 
 2020 
 603 
 
 2021 
 598 
 
 2022 
 602 
 
 2023 and thereafter 
 2,046 
 
 $ 
 4,454 
 
 The Company had outstanding guarantees of $3.8 million at December 31, 2018 which related to one of the Company's private equity holdings. 
 The Company is required to return a portion or all the distributions it received as a general partner of a private equity fund for further distribution to such fund's limited partners (“clawback”). The Company’s ownership in the fund is 19% . The clawback liability is joint and several, such that the Company may be required to fund the clawback for other general partners should they default. The Company was notified by the fund's manager that the fund is being dissolved and $1.0 million of the Company's clawback liability was paid in the first quarter of 2017. The maximum additional clawback liability is $0.3 million which is reflected in Other long-term liabilities on the Consolidated Balance Sheet at December 31, 2018 . 
 
 In October 2001, the Company entered into an agreement with a former Chairman and Chief Executive Officer of the Company, to provide for annual payments of $0.65 million per year and certain health care and other benefits for life. The related current liability of $0.8 million is included in Accrued expenses and other current liabilities and the long-term portion of $1.3 million is included in Other long-term liabilities on the Consolidated Balance Sheet at December 31, 2018 . 
 In January 2018, the Company announced a change in strategy and implemented an initiative to generate annual cost savings. The Company has incurred approximately $3.9 million of severance costs to terminated employees, of which $1.2 million remains to be paid during 2019. The Company also has agreements with certain employees that provide for severance payments to the employee in the event the employee is terminated without cause or an employee terminates his employment for “good reason.” The maximum aggregate exposure under severance agreements for remaining employees is approximately $4.8 million at December 31, 2018 . 
 In June 2011, the Company's former partner company, Advanced BioHealing, Inc. (“ABH”) was acquired by Shire plc (“Shire”). Prior to the expiration of the escrow period in March 2012, Shire filed a claim against all amounts held in escrow 
 
 55 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 related to the sale based principally upon a United States Department of Justice (“DOJ”) false claims act investigation relating to ABH (the “Investigation”). In connection with the Investigation, in July 2015 the Company received a Civil Investigation Demand-Documentary Material (“CID”) from the DOJ regarding ABH and Safeguard’s relationship with ABH. Pursuant to the CID, the Company provided the requested materials and information. To the Company’s knowledge, the CID was related to multiple qui tam (“whistleblower”) actions, one of which was filed in 2014 by an ex-employee of ABH that named the Company and one of the Company’s employees along with other entities and individuals as defendants. At this time, the DOJ has declined to pursue the qui tam action as it relates to the Company and such Company employee. In addition, in connection with the above matters, the Company and other former equity holders in ABH entered into a settlement and release with Shire, which resulted in the release to Shire of all amounts held in escrow related to the sale of ABH. 
 
 13. Supplemental Cash Flow Information 
 During the years ended December 31, 2018 and 2017 , the Company converted $12.4 million and $10.8 million , respectively, of advances to partner companies into ownership interests in partner companies. Cash paid for interest for the years ended December 31, 2018 and 2017 was $11.1 million and $5.0 million , respectively. Cash paid for taxes in each of the years ended December 31, 2018 and 2017 was $0.0 million . 
 
 14. Segment Reporting 
 The Company operates as one operating segment based upon the similar nature of its technology-driven partner companies, the functional alignment of the organizational structure, and the reports that are regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources. 
 As of December 31, 2018 , the Company held interests in 21 non-consolidated partner companies. The Company’s active partner companies as of December 31, 2018 were as follows for the years ended December 31, 2018 , and 2017 : 
 
 Safeguard Primary Ownership
as of December 31, 
 
 Partner Company 
 
 2018 
 
 2017 
 
 Accounting Method 
 
 Aktana, Inc. 
 
 18.9% 
 
 24.5% 
 
 Equity 
 
 Brickwork *** 
 
 20.3% 
 
 20.3% 
 
 Equity 
 
 Clutch Holdings, Inc. 
 
 41.2% 
 
 42.7% 
 
 Equity 
 
 Flashtalking, Inc.* 
 
 10.1% 
 
 N/A 
 
 Other 
 
 Hoopla Software, Inc. 
 
 25.5% 
 
 25.5% 
 
 Equity 
 
 InfoBionic, Inc. 
 
 25.4% 
 
 39.5% 
 
 Equity 
 
 Lumesis, Inc. 
 
 43.7% 
 
 43.8% 
 
 Equity 
 
 MediaMath, Inc. ** 
 
 13.4% 
 
 20.5% 
 
 Other 
 
 meQuilibrium 
 
 33.1% 
 
 36.2% 
 
 Equity 
 
 Moxe Health Corporation 
 
 32.4% 
 
 32.4% 
 
 Equity 
 
 NovaSom, Inc. 
 
 31.7% 
 
 31.7% 
 
 Equity 
 
 Prognos Health Inc. 
 
 28.7% 
 
 28.7% 
 
 Equity 
 
 Propeller *** 
 
 19.5% 
 
 24.0% 
 
 Equity 
 
 QuanticMind, Inc. 
 
 24.2% 
 
 24.7% 
 
 Equity 
 
 Sonobi, Inc. 
 
 21.6% 
 
 21.6% 
 
 Equity 
 
 Syapse, Inc. 
 
 20.0% 
 
 20.1% 
 
 Equity 
 
 T-REX Group, Inc. 
 
 21.1% 
 
 21.1% 
 
 Equity 
 
 Transactis, Inc. 
 
 23.7% 
 
 23.8% 
 
 Equity 
 
 Trice Medical, Inc. 
 
 17.4% 
 
 24.8% 
 
 Equity 
 
 WebLinc, Inc. 
 
 38.5% 
 
 38.0% 
 
 Equity 
 
 Zipnosis, Inc 
 
 34.7% 
 
 25.4% 
 
 Equity 
 
 * Spongecell, Inc. merged into Flashtalking in January 2018. 
 ** The Company sold 39.1% of its ownership interest back to MediaMath Inc. for $45 million of proceeds in July 2018. 
 
 56 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 *** The Company's ownership interests in Brickwork and Propeller Health were disposed of, in separate transactions, in January 2019. 
 As of December 31, 2018 and 2017 , all of the Company’s assets were located in the United States. 
 
 57 

 Table of Contents 
 SAFEGUARD SCIENTIFICS, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 
 
 15. Selected Quarterly Financial Information (Unaudited) 
 
 Three Months Ended 
 
 March 31 
 
 June 30 
 
 September 30 
 
 December 31 
 
 (In thousands, except per share data) 
 
 2018: 
 
 General and administrative expense 
 $ 
 5,589 
 
 $ 
 5,148 
 
 $ 
 3,516 
 
 $ 
 2,618 
 
 Operating loss 
 (5,589 
 ) 
 
 (5,148 
 ) 
 
 (3,516 
 ) 
 
 (2,618 
 ) 
 
 Other income (loss), net 
 (1,435 
 ) 
 
 (2,452 
 ) 
 
 (1,078 
 ) 
 
 (193 
 ) 
 
 Interest income 
 798 
 
 666 
 
 718 
 
 624 
 
 Interest expense 
 (2,690 
 ) 
 
 (3,422 
 ) 
 
 (3,310 
 ) 
 
 (6,645 
 ) 
 
 Equity income (loss) 
 2,746 
 
 (14,540 
 ) 
 
 39,246 
 
 (7,791 
 ) 
 
 Net loss before income taxes 
 (6,170 
 ) 
 
 (24,896 
 ) 
 
 32,060 
 
 (16,623 
 ) 
 
 Income tax benefit (expense) 
 — 
 
 — 
 
 — 
 
 — 
 
 Net loss 
 $ 
 (6,170 
 ) 
 
 $ 
 (24,896 
 ) 
 
 $ 
 32,060 
 
 $ 
 (16,623 
 ) 
 
 Net loss per share (a) 
 
 Basic 
 $ 
 (0.30 
 ) 
 
 $ 
 (1.21 
 ) 
 
 $ 
 1.56 
 
 $ 
 (0.81 
 ) 
 
 Diluted 
 $ 
 (0.30 
 ) 
 
 $ 
 (1.21 
 ) 
 
 $ 
 1.56 
 
 $ 
 (0.81 
 ) 
 
 2017: 
 
 General and administrative expense 
 $ 
 4,947 
 
 $ 
 4,486 
 
 $ 
 3,758 
 
 $ 
 3,940 
 
 Operating loss 
 (4,947 
 ) 
 
 (4,486 
 ) 
 
 (3,758 
 ) 
 
 (3,940 
 ) 
 
 Other income (loss), net 
 249 
 
 (89 
 ) 
 
 (379 
 ) 
 
 (120 
 ) 
 
 Interest income 
 801 
 
 1,087 
 
 1,004 
 
 984 
 
 Interest expense 
 (1,198 
 ) 
 
 (2,112 
 ) 
 
 (2,643 
 ) 
 
 (2,667 
 ) 
 
 Equity income (loss) 
 (17,002 
 ) 
 
 (23,497 
 ) 
 
 (12,874 
 ) 
 
 (12,985 
 ) 
 
 Net income (loss) before income taxes 
 (22,097 
 ) 
 
 (29,097 
 ) 
 
 (18,650 
 ) 
 
 (18,728 
 ) 
 
 Income tax benefit (expense) 
 — 
 
 — 
 
 — 
 
 — 
 
 Net income (loss) 
 $ 
 (22,097 
 ) 
 
 $ 
 (29,097 
 ) 
 
 $ 
 (18,650 
 ) 
 
 $ 
 (18,728 
 ) 
 
 Net income (loss) per share (a) 
 
 Basic 
 $ 
 (1.08 
 ) 
 
 $ 
 (1.43 
 ) 
 
 $ 
 (0.91 
 ) 
 
 $ 
 (0.91 
 ) 
 
 Diluted 
 $ 
 (1.08 
 ) 
 
 $ 
 (1.43 
 ) 
 
 $ 
 (0.91 
 ) 
 
 $ 
 (0.91 
 ) 
 
 (a) 
 Per share amounts for the quarters have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the average common shares outstanding during each period. Additionally, in regard to diluted per share amounts only, quarterly amounts may not add to the annual amounts because of the inclusion of the effect of potentially dilutive securities only in the periods in which such effect would have been dilutive, and because of the adjustments to net income (loss) for the dilutive effect of partner company common stock equivalents and convertible securities. 
 
 16. Subsequent Events 
 In January 2019, Brickwork was acquired in an all stock transaction resulting in no gain or loss. The Company received a preferred equity interest in the acquiror and accounts for this interest as an equity interest without a readily determinable fair value. 
 In January 2019, Propeller was acquired for cash. The Company received approximately $41.5 million in cash. 
 
 58 

 Table of Contents 

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 
 None.
SAFEGUARD SCIENTIFICS INC 10-K

Item 8. Financial Statements and Supplementary Data
