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| SFE > SEC Filings for SFE > Form 10-Q on 11-May-2009 | All Recent SEC Filings |
11-May-2009
Quarterly Report
Equity Method. We account for partner companies whose results are not
consolidated, but over whom we exercise significant influence, using the equity
method of accounting. We also account for our interests in some private equity
funds under the equity method of accounting, depending on our respective general
and limited partner interests. Under the equity method of accounting, our share
of the income or loss of the company is reflected in Equity Loss in the
Consolidated Statements of Operations. We report our share of the income or loss
of the equity method partner companies on a one quarter lag.
When the carrying value of our holding in an equity method partner company is
reduced to zero, no further losses are recorded in our Consolidated Statements
of Operations unless we have outstanding guarantee obligations or have committed
additional funding to the equity method partner company. When the equity method
partner company subsequently reports income, we will not record our share of
such income until it equals the amount of our share of losses not previously
recognized.
Cost Method. We account for partner companies which are not consolidated or
accounted for under the equity method using the cost method of accounting. Under
the cost method, our share of the income or losses of such partner companies is
not included in our Consolidated Statements of Operations. However, the effect
of the change in market value of cost method partner company holdings classified
as trading securities is reflected in Other income (loss), net in the
Consolidated Statements of Operations.
Critical Accounting Policies and Estimates
Accounting policies, methods and estimates are an integral part of the
Consolidated Financial Statements prepared by management and are based upon
management's current judgments. These judgments are normally based on knowledge
and experience with regard to past and current events and assumptions about
future events. Certain accounting policies, methods and estimates are
particularly important because of their significance to the financial statements
and because of the possibility that future events affecting them may differ from
management's current judgments. While there are a number of accounting policies,
methods and estimates affecting our financial statements, areas that are
particularly significant include the following:
• Revenue recognition;
• Allowance for doubtful accounts and bad debt expense;
• Impairment of long-lived assets;
• Goodwill impairment;
• Impairment of ownership interests in and advances to companies;
• Income taxes;
• Commitments and contingencies; and
• Stock-based compensation.
Revenue Recognition
During the three months ended March 31, 2009 and 2008, our revenue from
continuing operations was attributable to Clarient.
Revenue for Clarient's diagnostic testing and interpretive services is
recognized at the time of completion of such services. Clarient's services are
billed to various payors, including Medicare, health insurance companies and
other directly billed healthcare institutions and patients. Clarient reports
revenue from contracted payors, including certain health insurance companies and
healthcare institutions, based on the contracted rate or, in certain instances,
Clarient's estimate of such rate. For billings to Medicare, Clarient utilizes
the published fee schedules, net of standard discounts commonly referred to as
"contractual allowances". Clarient reports revenue from non-contracted payors,
including certain insurance companies and patients, based on the amount expected
to be collected for services provided. Adjustments resulting from actual
collections compared to Clarient's estimates are recognized in the period
realized.
Allowance for Doubtful Accounts and Bad Debt Expense
An allowance for doubtful accounts is recorded for estimated uncollectible
amounts due from various payor groups such as Medicare and private health
insurance companies. The process for estimating the allowance for doubtful
accounts associated with Clarient's diagnostic services involves significant
assumptions and judgments. Specifically, the allowance for doubtful accounts is
adjusted periodically, based upon an evaluation of historical collection
experience. Clarient also reviews the age of receivables by payor class to
assess its allowance at each period end. The payment realization cycle for
certain governmental and managed care payors can be lengthy; involving denial,
appeal and adjudication processes, and is subject to periodic adjustments that
may be significant. Accounts receivable are periodically written off when
identified as uncollectible and deducted from the allowance for doubtful
accounts after appropriate collection efforts have been exhausted. Additions to
the allowance for doubtful accounts are charged to bad debt expense with
Selling, general and administrative expense in the Consolidated Statements of
Operations.
Impairment of Long-Lived Assets
We test long-lived assets, including property and equipment and amortizable
intangible assets, for recoverability whenever events or changes in
circumstances indicate that we may not be able to recover the asset's carrying
amount. We evaluate the recoverability of an asset by comparing its carrying
amount to the undiscounted cash flows expected to result from the use and
eventual disposition of that asset. If the undiscounted cash flows are not
sufficient to recover the carrying amount, we measure any impairment loss as the
excess of the carrying amount of the asset over its fair value.
The carrying value of net property and equipment at March 31, 2009 was
$14.2 million.
Impairment of Goodwill
We conduct an annual review for impairment of goodwill as of December 1st and as
otherwise required by circumstances or events. Additionally, on an interim
basis, we assess the impairment of goodwill whenever events or changes in
circumstances would more likely than not reduce the fair value of a reporting
unit below its carrying amount. Factors that we consider important which could
trigger an impairment review include significant underperformance relative to
historical or expected future operating results, significant changes in the
manner or use of the acquired assets or the strategy for the overall business,
significant negative industry or economic trends, or a decline in a company's
stock price for a sustained period.
We test for impairment at a "reporting unit" level (which for us is the same as
an operating segment). If we determine that the fair value of a reporting unit
is less than its carrying value, we assess whether goodwill of the reporting
unit is impaired. To determine fair value, we use a number of valuation methods
including quoted market prices, discounted cash flows, valuations of comparable
public companies and valuations of acquisitions of comparable companies.
Depending on the complexity of the valuation and the significance of the
carrying value of the goodwill to the Consolidated Financial Statements, we may
engage an outside valuation firm to assist us in determining fair value. As an
overall check on the reasonableness of the fair values attributed to our
reporting units, we will consider comparing the aggregate fair values for all
reporting units with our average total market capitalization for a reasonable
period of time.
The carrying value of goodwill at March 31, 2009 was $12.7 million and relates
entirely to our Clarient segment.
Our partner companies operate in industries which are rapidly evolving and
extremely competitive. It is reasonably possible that our accounting estimates
with respect to the ultimate recoverability of the carrying value of goodwill
could change in the near term and that the effect of such changes on our
Consolidated Financial Statements could be material. While we believe that the
current recorded carrying value of our goodwill is not impaired, there can be no
assurance that a significant write-down or write-off will not be required in the
future.
Impairment of Ownership Interests In and Advances to Companies
On a periodic basis (but no less frequently than at the end of each quarter) we
evaluate the carrying value of our equity and cost method partner companies for
possible impairment based on achievement of business plan objectives and
milestones, the financial condition and prospects of the company, market
conditions, and other relevant factors. The business plan objectives and
milestones we consider 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. We then determine whether there has been an other than temporary
decline in the value of our ownership interest in the company. Impairment to be
recognized is measured as the amount by which the carrying value of an asset
exceeds its fair value.
The fair value of privately held partner 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, valuations of comparable public companies and valuations
of acquisitions of comparable companies. The fair value of our ownership
interests in private equity funds is generally determined based on the value of
our pro rata portion of the funds' net assets and estimated future proceeds from
sales of investments provided by the funds' managers.
The new carrying value of a partner company is not increased if circumstances
suggest the value of the partner company has subsequently recovered.
Our partner companies operate in industries which are rapidly evolving and
extremely competitive. It is reasonably possible that our accounting estimates
with respect to the ultimate recoverability of the carrying value of ownership
interests in and advances to companies could change in the near term and that
the effect of such changes on our Consolidated Financial Statements could be
material. While we believe that the current recorded carrying values of our
equity and cost method companies are not impaired, there can be no assurance
that our future results will confirm this assessment or that a significant
write-down or write-off will not be required in the future.
Impairment charges related to equity method partner companies are included in
Equity loss in the Consolidated Statements of Operations. Impairment charges
related to cost method partner companies are included in Other income, net in
the Consolidated Statements of Operations.
Income Taxes
We are required to estimate income taxes in each of the jurisdictions in which
we operate. This process involves estimating our actual current tax exposure
together with assessing temporary differences resulting from differing treatment
of items for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included within our Consolidated Balance
Sheets. We must assess the likelihood that the deferred tax assets will be
recovered from future taxable income and to the extent that we believe recovery
is not likely, we must establish a valuation allowance. To the extent we
establish a valuation allowance in a period; we must include an expense within
the tax provision in the Consolidated Statements of Operations. We have recorded
a valuation allowance to reduce our deferred tax assets to an amount that is
more likely than not to be realized in future years. If we determine in the
future that it is more likely than not that the net deferred tax assets would be
realized, then the previously provided valuation allowance would be reversed.
Commitments and Contingencies
From time to time, we are a defendant or plaintiff in various legal actions
which arise in the normal course of business. Additionally, we have received
distributions as both a general partner and a limited partner from certain
private equity funds. In certain circumstances, we may be required to return a
portion or all the distributions we received as a general partner of a fund for
a further distribution to such fund's limited partners (the "clawback"). We are
also a guarantor of various third-party obligations and commitments and are
subject to the possibility of various loss contingencies arising in the ordinary
course of business (see Note 16). We are required to assess the likelihood of
any adverse outcomes to these matters as well as potential ranges of probable
losses. A determination of the amount of provision required for these
commitments and contingencies, if any, which would be charged to earnings, is
made after careful analysis of each matter. The provision may change in the
future due to new developments or changes in circumstances. Changes in the
provision could increase or decrease our earnings in the period the changes are
made.
Stock-Based Compensation
We measure all employee stock-based compensation awards using a fair value
method and record such expense in our consolidated financial statements.
We estimate the grant date fair value of stock options using the Black-Scholes
option-pricing model which requires the input of highly subjective assumptions.
These assumptions include estimating the expected term of the award and the
estimated volatility of our stock price over the expected term. Changes in these
assumptions and in the estimated forfeitures of stock option awards can
materially affect the amount of stock-based compensation recognized in the
Consolidated Statements of Operations. The requisite service periods for
market-based stock option awards are based on our estimate of the dates on which
the market conditions will be met as determined using a Monte Carlo simulation
model. Changes in the derived requisite service period or achievement of market
capitalization targets earlier than estimated can materially affect the amount
of stock-based compensation recognized in the Consolidated Statements of
Operations. The requisite service periods for performance-based awards are based
on our best 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. Changes in the
requisite service period or the estimated probability of achievement of
performance conditions can materially affect the amount of stock-based
compensation recognized in the Consolidated Statements of Operations.
Results of Operations
We present Clarient, our publicly traded consolidated partner company, as a
separate segment. The results of operations of our other partner companies are
reported in our Life Sciences and Technology segments. The Life Sciences and
Technology segments also include the gain or loss on the sale of respective
partner companies, except for gains and losses included in discontinued
operations.
Our management evaluates our Clarient segment performance based on revenue,
operating income (loss) and income (loss) before income taxes. Our management
evaluates our Life Sciences and Technology segments performance based on their
equity income (loss) which is based on the number of respective partner
companies accounted for under the equity method, the Company's voting ownership
percentage in these partner companies and the net results of operations of these
partner companies and Other income or loss associated with cost method partner
companies.
Other Items include certain expenses, which are not identifiable to the
operations of the Company's operating business segments. Other Items primarily
consist of general and administrative expenses related to corporate operations,
including employee compensation, insurance and professional fees, including
legal and finance, interest income, interest expense, other income (loss) and
equity income (loss) related to private equity holdings. Other Items also
include income taxes, which are reviewed by management independent of segment
results.
The following tables reflect our consolidated operating data by reportable
segment. Segment results include the results of Clarient, our consolidated
partner company, and our share of income or losses for entities accounted for
under the equity method when applicable. Segment results also include impairment
charges, gains or losses related to the disposition of partner companies, except
for those reported in discontinued operations, and the mark-to-market of trading
securities. All significant inter-segment activity has been eliminated in
consolidation. Accordingly, segment results reported by us exclude the effect of
transactions between us and our consolidated partner company.
Our operating results including net income (loss) before income taxes by segment were as follows:
Three Months Ended March 31,
2009 2008
(In thousands)
Clarient $ 644 $ (485 )
Life Sciences (3,424 ) (4,386 )
Technology (2,079 ) (2,114 )
Total segments (4,859 ) (6,985 )
Other items:
Corporate operations (5,196 ) (5,180 )
Income tax benefit - -
Total other items (5,196 ) (5,180 )
Net loss from continuing operations (10,055 ) (12,165 )
Income (loss) from discontinued operations, net of tax 1,500 (7,078 )
Net loss (8,555 ) (19,243 )
Net (income) loss attributable to noncontrolling interest (871 ) 389
Net loss attributable to the Company $ (9,426 ) $ (18,854 )
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There is intense competition in the markets in which our partner companies
operate, and we expect competition to intensify in the future. Additionally, the
markets in which these companies operate are characterized by rapidly changing
technology, evolving industry standards, frequent introduction of new products
and services, shifting distribution channels, evolving government regulation,
frequently changing intellectual property landscapes and changing customer
demands. Their future success depends on each company's ability to execute its
business plan and to adapt to its respective rapidly changing markets.
Clarient
The following table presents Clarient's results of operations:
Three Months Ended March 31,
2009 2008
(In thousands)
Revenue $ 22,447 $ 15,886
Operating expenses:
Cost of sales 8,966 7,397
Selling, general and administrative 12,647 8,659
Total operating expenses 21,613 16,056
Operating income (loss) 834 (170 )
Interest, net (190 ) (315 )
Income (loss) from continuing operations 644 (485 )
Income from discontinued operations 1,500 -
Net income (loss) $ 2,144 $ (485 )
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Clarient operates primarily in one business, the delivery of critical oncology
testing services to community pathologists, biopharmaceutical companies and
other researchers.
As of March 31, 2009, we owned a 50.2% voting interest in Clarient.
Three months ended March 31, 2009 versus the three months ended March 31, 2008
Revenue: Revenue of $22.4 million for the three months ended March 31, 2009
increased 41.3%, or $6.6 million, from $15.9 million in the prior year period.
Clarient's increased revenue resulted from increased cancer diagnostic services
volume, increased Medicare reimbursement rates and a favorable mix of higher
value services performed in the current period. Clarient continues to expand its
client base which has increased to approximately 950 active clients at March 31,
2009 from approximately 900 active clients at December 31, 2008.
During the first quarter of 2008, Clarient expanded the breadth of its cancer
diagnostic testing services to include cancer markers for tumors of the colon,
prostate and lung. Clarient expects to steadily increase its menu of cancer
diagnostic services to include markers for additional tumor types and to deepen
its market penetration for the diagnostic services that it currently provides. A
number of recently published clinical findings have promoted the use of certain
biomarkers to predict patient response to a class of colorectal cancer drugs
that are focused on blocking the epidermal growth factor receptor ("EGFR")
signaling pathway. Clarient's tests such as K-ras (a newly emerging biomarker)
to outline alterations in the EGFR pathway are therefore becoming a more
recognized tool in the medical community for predicting an individual's response
to drug therapies for colorectal cancers.
Clarient has also steadily increased the depth of its diagnostic services for
certain cancer types that it has previously provided, including
lymphoma/leukemia. Clarient's expanding capabilities in immunohistochemistry
(IHC), flow cytometry, fluorescent in situ hybridization (FISH), and
molecular/PCR, and its marketing of such capabilities, have enabled its revenue
growth in the three months ended March 31, 2009 as compared to the prior year
. . .
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