UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 20212022

OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39184

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SWK Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware77-0435679
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
14755 Preston Road, Suite 105
Dallas, TX75254
(Address of Principal Executive Offices)(Zip Code)

(Registrant’s Telephone Number, Including Area Code): ((972)972) 687-7250

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareSWKHThe Nasdaq Stock Market LLC
Preferred Stock Purchase RightsSWKHThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x   Yes      o NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x   Yes     o   NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer o  Accelerated Filer o  Non-Accelerated Filer x  Smaller Reporting Company x  Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   o   YES     x   NONo

As of November 8, 2021,1, 2022, there were 12,809,43812,820,349 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

 

SWK Holdings Corporation

Form 10-Q

Quarter Ended September 30, 20212022

Table of Contents

PART I. FINANCIAL INFORMATION 
   
Item 1.Financial Statements21
   
 Unaudited Condensed Consolidated Balance Sheets—September 30, 20212022 and December 31, 2020202121
   
 Unaudited Condensed Consolidated Statements of Income—Three and Nine Months Ended September 30, 20212022 and 2020202132
   
 Unaudited Condensed Consolidated Statements of Stockholders’ Equity—Three and Nine Months Ended September 30, 20212022 and 2020202143
   
 Unaudited Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 20212022 and 2020202154
   
 Notes to the Unaudited Condensed Consolidated Financial Statements65
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1918
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2825
   
Item 4.4Controls and Procedures2825
  
PART II. OTHER INFORMATION 
   
Item 1.Legal Proceedings2926
   
Item 1A.Risk Factors2926
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2926
   
Item 3.Defaults Upon Senior Securities2926
   
Item 4.Mine Safety Disclosures2926
   
Item 5.Other Information2926
   
Item 6.Exhibits30Exhibits27
   
 Signatures3128

 

FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions, and include, but are not limited to, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “anticipate,” “believe,” “estimate,” “expects,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially (both favorably and unfavorably) from those expressed or forecasted in the forward-looking statements.

These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A, “Risk Factors,” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

1
 

PART I. FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share data)

  September 30,
2021
  December 31,
2020
 
ASSETS        
Current assets:        
Cash and cash equivalents $18,639  $3,008 
Interest and accounts receivable, net  2,254   1,911 
Marketable investments  2,767   1,210 
Other current assets  1,101   542 
Total current assets  24,761   6,671 
         
Finance receivables, net  196,141   204,491 
Marketable investments  198   241 
Cost method investment  3,491   3,491 
Deferred tax assets, net  22,649   27,491 
Warrant assets  3,650   2,972 
Intangible assets, net  10,507   13,617 
Goodwill  8,404   8,404 
Property and equipment, net  5,791   5,211 
Other non-current assets  1,029   1,312 
Total assets $276,621  $273,901 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $4,494  $3,652 
Revolving credit facility  8   11,758 
Total current liabilities  4,502   15,410 
         
Contingent consideration payable  10,670   16,900 
Other non-current liabilities  779   1,079 
Total liabilities  15,951   33,389 
         
Commitments and contingencies (Note 7)        
         
Stockholders’ equity:        
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively      
Common stock, $0.001 par value; 250,000,000 shares authorized; 12,801,313 and 12,792,586 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively  13   13 
Additional paid-in capital  4,431,480   4,430,924 
Accumulated deficit  (4,170,823)  (4,190,425)
Total stockholders’ equity  260,670   240,512 
Total liabilities and stockholders’ equity $276,621  $273,901 

  September 30,
2022
 December 31,
2021
ASSETS        
Current assets:        
Cash and cash equivalents $19,399  $42,863 
Interest and accounts receivable, net  7,384   1,803 
Marketable investments  500   1,034 
Other current assets  1,189   1,727 
Total current assets  28,472   47,427 
         
Finance receivables, net  212,959   181,553 
Marketable investments  88   119 
Cost method investment  3,491   3,491 
Deferred tax assets, net  17,350   20,539 
Warrant assets  5,140   3,419 
Intangible assets, net  8,615   9,964 
Goodwill  8,404   8,404 
Property and equipment, net  5,945   5,779 
Other non-current assets  1,802   1,970 
Total assets $292,266  $282,665 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $4,746  $5,087 
Revolving credit facility     8 
Total current liabilities  4,746   5,095 
         
Contingent consideration payable  8,530   8,530 
Other non-current liabilities  1,544   1,804 
Total liabilities  14,820   15,429 
         
Commitments and contingencies (Note 6)        
         
Stockholders’ equity:        
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively      
Common stock, $0.001 par value; 250,000,000 shares authorized; 12,835,304 and 12,836,133 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively  13   13 
Additional paid-in capital  4,431,270   4,431,719 
Accumulated deficit  (4,153,837)  (4,164,496)
Total stockholders’ equity  277,446   267,236 
Total liabilities and stockholders’ equity $292,266  $282,665 

See accompanying notes to the unaudited condensed consolidated financial statements.

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 1

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 Three Months Ended
September 30,
  Nine Months Ended
September 30,
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 2021  2020  2021  2020  2022 2021 2022 2021
Revenues:                        
Finance receivables interest income, including fees $9,373  $7,869  $29,857  $22,738 
Finance receivable interest income, including fees $8,502  $9,373  $25,745  $29,857 
Pharmaceutical development  187   2,778   10,846   3,076   5,111   187   5,461   10,846 
Other        496   9   1      481   496 
Total revenues  9,560   10,647   41,199   25,823   13,614   9,560   31,687   41,199 
Costs and expenses:                                
Impairment expense           163 
Interest expense  53   101   292   365   82   53   242   292 
Pharmaceutical manufacturing, research and development expense  2,487   1,182   5,577   3,311   1,792   2,487   5,173   5,577 
Change in fair value of acquisition-related contingent consideration     174   (147)  1,964            (147)
Depreciation and amortization expense  812   2,681   3,305   9,629   634   812   1,964   3,305 
General and administrative  3,580   2,527   9,825   8,215   4,349   3,580   10,527   9,825 
Total costs and expenses  6,932   6,665   18,852   23,647 
Income from operations  6,757   2,628   13,781   22,347 
Other income (expense), net                                
Unrealized net (loss) gain on warrants  (214)  87   678   (1,151)
Unrealized net gain (loss) on derivatives  1,788   (214)  623   678 
Unrealized net gain (loss) on equity securities  342   (178)  1,557   (666)  13   342   (534)  1,557 
Income before income tax expense (benefit)  2,756   3,891   24,582   359 
Income tax expense (benefit)  513   (451)  4,980   (199)
Consolidated net income $2,243  $4,342  $19,602  $558 
Income before income tax expense  8,558   2,756   13,870   24,582 
Income tax expense  1,942   513   3,211   4,980 
Net income $6,616  $2,243  $10,659  $19,602 
Net income per share                                
Basic $0.18  $0.34  $1.53  $0.04  $0.52  $0.18  $0.83  $1.53 
Diluted $0.17  $0.34  $1.53  $0.04  $0.51  $0.17  $0.83  $1.53 
Weighted Average Shares                
Weighted average shares outstanding                
Basic  12,798   12,905   12,796   12,891   12,832   12,798   12,832   12,796 
Diluted  12,859   12,916   12,834   12,898   12,851   12,859   12,871   12,834 

See accompanying notes to the unaudited condensed consolidated financial statements.

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 2

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

  Nine Months Ended September 30, 2021 
  Common Stock  Additional  Accumulated  Total
Stockholders’
 
  Shares  Amounts  Paid-In Capital  Deficit  Equity 
Balances at December 31, 2020  12,792,586  $13  $4,430,924  $(4,190,425) $240,512 
Stock-based compensation        177      177 
Issuance of common stock  3,021             
Net income           3,389   3,389 
Balances at March 31, 2021  12,795,607   13   4,431,101   (4,187,036)  244,078 
Stock-based compensation        187      187 
Issuance of common stock  2,940             
Net income           13,970   13,970 
Balances at June 30, 2021  12,798,547   13   4,431,288   (4,173,066)  258,235 
Stock-based compensation         192      192 
Issuance of common stock  2,766             
Net income           2,243   2,243 
Balances at September 30, 2021  12,801,313  $13  $4,431,480  $(4,170,823) $260,670 
                     
  Nine Months Ended September 30, 2020 
  Common Stock  Additional  Accumulated  Total
Stockholders’
 
  Shares  Amounts  Paid-In Capital  Deficit  Equity 
Balances at December 31, 2019  12,917,348  $13  $4,432,146  $(4,195,627) $236,532 
Stock-based compensation        187      187 
Issuance of common stock  5,937             
Repurchases of common stock in open market  (5,279)     (62)     (62)
Net loss           (4,660)  (4,660)
Balances at March 31, 2020  12,918,006   13   4,432,271   (4,200,287)  231,997 
Stock-based compensation        183      183 
Issuance of common stock in lieu of payment of employee cash bonuses  5,200      60      60 
Issuance of common stock  4,569             
Repurchases of common stock in open market  (78,537)     (1,033)     (1,033)
Net income           876   876 
Balances at June 30, 2020  12,849,238  $13   4,431,481   (4,199,411)  232,083 
Stock-based compensation        179      179 
Issuance of common stock  3,089             
Repurchases of common stock in open market  (70,176)     (903)     (903)
Net income           4,342   4,342 
Balances at September 30, 2020  12,782,151  $13  $4,430,757  $(4,195,069) $235,701 
  Nine Months Ended September 30, 2022
  Common Stock Additional Paid-In Accumulated Total Stockholders’
  Shares Amount Capital Deficit Equity
Balances at December 31, 2021  12,836,133   13  $4,431,719  $(4,164,496) $267,236 
Stock-based compensation        85      85 
Issuance of common stock upon vesting of restricted stock  5,495             
Forfeiture of unvested restricted stock  (6,815)            
Net income           3,478   3,478 
Balances at March 31, 2022  12,834,813   13   4,431,804   (4,161,018)  270,799 
Stock-based compensation        166      166 
Issuance of common stock upon vesting of restricted stock  4,305             
Net income           565   565 
Balances at June 30, 2022  12,839,118   13   4,431,970   (4,160,453)  271,530 
Stock-based compensation        59      59 
Issuance of common stock upon vesting of restricted stock  7,575             
Net settlement for employee taxes on restricted stock and options        (160)     (160)
Stock options exercised, net  23,074             
Repurchases of common stock in open market  (34,463)     (599)     (599)
Net income           6,616   6,616 
Balances at September 30, 2022  12,835,304  $13  $4,431,270  $(4,153,837) $277,446 

  Nine Months Ended September 30, 2021
  Common Stock Additional Paid-In Accumulated Total Stockholders’
  Shares Amount Capital Deficit Equity
Balances at December 31, 2020  12,792,586  $13  $4,430,924  $(4,190,425) $240,512 
Stock-based compensation        177      177 
Issuance of common stock upon vesting of restricted stock  3,021             
Net income           3,389   3,389 
Balances at March 31, 2021  12,795,607   13   4,431,101   (4,187,036)  244,078 
Stock-based compensation        187      187 
Issuance of common stock upon vesting of restricted stock  2,940             
Net income           13,970   13,970 
Balances at June 30, 2021  12,798,547   13   4,431,288   (4,173,066)  258,235 
Stock-based compensation        192      192 
Issuance of common stock upon vesting of restricted stock  2,766             
Net income           2,243   2,243 
Balances at September 30, 2021  12,801,313  $13  $4,431,480  $(4,170,823) $260,670 

See accompanying notes to the unaudited condensed consolidated financial statements.

4

 3

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 Nine Months Ended
September 30,
  

Nine Months Ended

September 30,

 2021  2020  2022 2021
Cash flows from operating activities:                
Consolidated net income $19,602  $558 
Net income $10,659  $19,602 
Adjustments to reconcile net income to net cash provided by operating activities:                
Impairment expense     163 
Amortization of debt issuance costs  35   141   26   35 
Deferred income taxes  4,842   (206)  3,189   4,842 
Change in fair value of warrants  (678)  1,151   (623)  (678)
Change in fair value of equity securities  (1,557)  666   534   (1,557)
Change in fair value of acquisition-related contingent consideration  (147)  1,964      (147)
Loan discount amortization and fee accretion  (2,016)  (1,598)  (1,357)  (2,016)
Interest paid-in-kind  (698)  (2,369)
Interest income paid-in-kind  (3,335)  (698)
Stock-based compensation  556   549   310   556 
Depreciation and amortization expense  3,305   9,629   1,964   3,305 
Changes in operating assets and liabilities:                
Interest and accounts receivable  (343)  (2,054)  (5,581)  (343)
Other assets  (371)  (819)  (76)  (371)
Accounts payable and other liabilities  542   1,434   (603)  542 
Net cash provided by operating activities  23,072   9,209   5,107   23,072 
                
Cash flows from investing activities:                
Investment in finance receivables  (20,100)  (12,458)  (71,750)  (20,100)
Repayment of finance receivables  31,162   5,928   43,938   31,162 
Corporate debt securities principal payment  43   49 
Corporate debt securities principal payments  31   43 
Purchases of property and equipment  (877)  (2,354)  (194)  (877)
Other  164   (220)  171   164 
Net cash provided by (used in) investing activities  10,392   (9,055)
Net cash (used in) provided by investing activities  (27,804)  10,392 
                
Cash flows from financing activities:                
Net (payments on) proceeds from credit facility  (11,750)   
Net settlement for employee taxes on restricted stock and options  (160)   
Net payments on credit facility  (8)  (11,750)
Payment of acquisition-related contingent consideration  (6,083)        (6,083)
Repurchases of common stock, including fees and expenses     (1,998)  (599)   
Net cash used in financing activities  (17,833)  (1,998)  (767)  (17,833)
                
Net increase in cash and cash equivalents  15,631   (1,844)
Net (decrease) increase in cash and cash equivalents  (23,464)  15,631 
Cash and cash equivalents at beginning of period  3,008   11,158   42,863   3,008 
Cash and cash equivalents at end of period $18,639  $9,314  $19,399  $18,639 

See accompanying notes to the unaudited condensed consolidated financial statements.

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 4

SWK HOLDINGS CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. SWK Holdings Corporation and Summary of Significant Accounting Policies

Nature of Operations

 

SWK Holdings Corporation (the “Company”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, the Company commenced its strategy of building a specialty finance and asset management business. In August 2019, the Company commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. The Company’s operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” The Company allocates capital to each segment in order to generate income through the sales of life science products by third parties. The Company is headquartered in Dallas, Texas, and as of September 30, 2021,2022, the Company had 3533 full-time employees.

The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. However, at this time, under current law, the Company does not anticipate that the Finance Receivables and/or Pharmaceutical Development segments will generate sufficient income to permit the Company to utilize all of its NOLs prior to their respective expiration dates. As such, it is possible that the Company might pursue additional strategies that it believes might result in the ability to utilize more of the NOLs.

As of November 8, 2021,1, 2022, the Company and its partners have executed transactions with 4248 different parties under its specialty finance strategy, funding an aggregate of $600.0$691.0 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.

On August 26,During 2019, the Company commenced its Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Since its founding in 2013, Enteris has advanced multiple internal and external programs leveraging Peptelligence®, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules, in an enteric-coated tablet formulation. Peptelligence® utilizes a unique multifaceted approach to increase the solubility and absorption of peptides and small molecules, addressing the complex challenges regarding solubility and permeability of therapeutics with low oral bioavailability. Peptelligence® is protected by an extensive patent estate that extends until 2036.

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. Normally a controlling financial interest reflects ownership of a majority of the voting interests. The Company consolidates a variable interest entity (“VIE”) when it possesses both the power to direct the activities of the VIE that most significantly impact its economic performance and the Company is either obligated to absorb the losses that could potentially be significant to the VIE or the Company holds the right to receive benefits from the VIE that could potentially be significant to the VIE, after elimination of intercompany accounts and transactions.

The Company owns interests in various partnerships and limited liability companies, or LLCs. The Company consolidates its investments in these partnerships or LLCs where the Company, as the general partner or managing member, exercises effective control, even though the Company’s ownership may be less than 50 percent, the related governing agreements provide the Company with broad powers, and the other parties do not participate in the management of the entities and do not effectively have the ability to remove the Company. The Company has reviewed each of the underlying agreements to determine if it has effective control. If circumstances change and it is determined this control does not exist, any such investment would be recorded using the equity method of accounting. Although this would change individual line items within the Company’s consolidated financial statements, it would have no effect on its operations and/or total stockholders’ equity attributable to the Company.

5

Unaudited Interim Financial Information 

The unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31, 2021.2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on March 31, 2021.

6

25, 2022.

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation. The amounts for prior periods have been reclassified to be consistent with current presentation and have no impact on previously reported total assets, total stockholders’ equity or net income.

Use of Estimates 

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition; stock-based compensation; valuation of accounts receivable; impairment of finance receivables; long-lived assets; property and equipment; intangible assets; goodwill; valuation of warrants and other investments; contingent consideration; income taxes; and contingencies and litigation, among others. Some of these judgments can be subjective and complex, and consequently, actual results may differ from these estimates. The Company’s estimates often are based on complex judgments, probabilities and assumptions that it believes to be reasonable but that are inherently uncertain and unpredictable. For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are reasonable.

The Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause changes to those estimates and assumptions. Market conditions, such as illiquid credit markets, health crises such as the COVID-19 global pandemic, volatile equity markets, and economic downturns, can increase the uncertainty already inherent in the Company’s estimates and assumptions. The Company adjusts its estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in our consolidated financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Segment Information

The Company earns revenues from its 2two U.S.-based business segments: its specialty finance and asset management business offering customized financing solutions to a broad range of life-sciences companies, and its business offering oral therapeutic formulation solutions built around Enteris’ pharmaceutical Peptelligence® platform, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules in an enteric-coated tablet formulation.

 

Revenue Recognition

 

The Company’s Pharmaceutical Development segment enters into collaboration and licensing agreements with strategic partners, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products.

Deferred revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue. The Company classifies as current the portion of deferred revenue that is expected to be recognized within one year from the balance sheet date and is included in accounts payable and accrued liabilities in the unaudited condensed consolidated balance sheets.

6

Research and Development

 

Research and development expenses include the costs associated with internal research and development and research and development conducted for the Company by third parties. These costs primarily consist of salaries, pre-clinical and clinical trials, outside consultants, and supplies. All research and development costs discussed above are expensed as incurred. Third-party expenses reimbursed under research and development contracts, which are not refundable, are recorded as a reduction to pharmaceutical manufacturing research and development expense in the consolidated statements of income.

7

Recent Accounting Pronouncements

In March 2020,2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform2022-02, “Financial Instruments - Credit Losses (Topic 848),326): Troubled Debt Restructurings and Vintage Disclosures,” which provides optional guidanceupdates the requirements for a limited period of time to ease the potential burden in accounting for (or recognizingcredit losses under Accounting Standards Codification 326, eliminates the effects of) reference rate reformaccounting guidance on troubled debt restructurings for creditors, and enhances creditors’ disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial reporting.difficulty. The ASU 2020-04 provides optional expedients and exceptions for applying GAAPalso amends the guidance on vintage disclosures to transactions affectedrequire disclosure of gross write-offs by reference rate reform ifyear of origination. The amendments are effective in periods beginning after December 15, 2022 using either a prospective or modified retrospective transition. Early adoption of certain criteria are met. These transactions include: (i) contract modifications, (ii) hedging relationships, and (iii) sales or transfersall of debt securities classified as held-to-maturity. ASU 2020-04 is effective from March 12, 2020 through December 31, 2022. An entity may elect to adopt the amendments for contract modifications asis permitted. The Company is currently evaluating the provisions of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. An entity may elect to apply the amendments in ASU 2020-04 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The one-time election to sell, transfer, or both sell and transfer debt securities classified as held-to-maturity may be made at any time after March 12, 2020 but no later than December 31, 2022. The Company expects that it will elect to apply some of the expedients and exceptions provided in ASU 2020-04; however, the Company is still evaluating the guidance, and therefore, the impact of the adoption of ASU 2020-04 on the Company’sits future consolidated financial condition and results of operations has not yet been determined.statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This standardASU adds an impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of losses. This ASU describes the impairment allowance as a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be measured in a manner similar to current GAAP; however, the amendments in this update require that credit losses be presented as an allowance rather than as a write-down, which will allow an entity the ability to record reversals of credit losses in current period net income. On November 15, 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies. Under ASU 2019-10, the effective date for implementation of CECL for smaller reporting companies was extended to fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently evaluating the new guidance but believes it is likely to incur more upfront losses on its portfolio under the new CECL model.

8

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include: (i) contract modifications, (ii) hedging relationships, and (iii) sales or transfers of debt securities classified as held-to-maturity. ASU 2020-04 was effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024. The Company has identified existing loans that reference LIBOR and is in the process of evaluating alternatives in each situation. The Company expects that it will elect to apply some of the expedients and exceptions provided in ASU 2020-04 and does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial statements.

 7

Note 2. Net Income per Share

Basic net income per share is computed using the weighted averageweighted-average number of outstanding shares of common stock. Diluted net income per share is computed using the weighted averageweighted-average number of outstanding shares of common stock, and when dilutive, shares of common stock issuable upon exercise of options and warrants deemed outstanding using the treasury stock method.

The following table shows the computation of basic and diluted net income per share for the following periods (in thousands, except per share amounts):

Schedule of Computation of Basic and Diluted Net Income (Loss)Earning per Share

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2021  2020  2021  2020 
Numerator:                
Net income $2,243  $4,342  $19,602  $558 
                 
Denominator:                
Weighted-average shares outstanding  12,798   12,905   12,796   12,891 
Effect of dilutive securities  61   11   38   7 
Weighted-average diluted shares  12,859   12,916   12,834   12,898 
                 
Basic net income per share $0.18  $0.34  $1.53  $0.04 
Diluted net income per share $0.17  $0.34  $1.53  $0.04 

 

  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

  2022 2021 2022 2021
Numerator:        
Net income $6,616  $2,243  $10,659  $19,602 
                 
Denominator:                
Weighted-average shares outstanding  12,832   12,798   12,832   12,796 
Effect of dilutive securities  19   61   39   38 
Weighted-average diluted shares  12,851   12,859   12,871   12,834 
                 
Basic net income per share $0.52  $0.18  $0.83  $1.53 
Diluted net income per share $0.51  $0.17  $0.83  $1.53 

For the three months ended September 30, 20212022 and 2020,2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 367,000186,000 and 409,000367,000, respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive. For the nine months ended September 30, 20212022 and 2020,2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 390,000268,000 and 455,000390,000, respectively, have been excluded from the calculation of diluted net income per share, as all such securities were anti-dilutive.

9

 8

Note 3. Finance Receivables, Net

Finance receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method.

As of September 30, 20212022 and December 31, 2020,2021, the Company had a credit loss allowance of $8.4 million. Of the total $8.4 million, $1.2 million and $0.6 million are associated with the Company’s Cambia® and Besivance® royalties, respectively. The remaining $6.6$6.6 million is related to the ABT Molecular Imaging, Inc., now known as Best ABT, Inc. (“Best”), second lien term loan that was recognized in order to reflect the Best royalty at its estimated fair value. Approximately $21,000 of cash receipts received from the Company’s Besivance® royalty during the nine months ended September 30, 2022 were applied toward the allowance for credit losses.

The carrying values of finance receivables are as follows (in thousands):

Schedule of carrying value of finance receivables

Portfolio September 30,
2021
  December 31,
2020
 
 September 30, 2022 December 31, 2021
Term loans $149,874  $164,032  $180,537  $136,312 
Royalty purchases  54,655   48,847   40,779   53,629 
Total before allowance for credit losses  204,529   212,879   221,316   189,941 
Allowance for credit losses  (8,388)  (8,388)  (8,357)  (8,388)
Total carrying value $196,141  $204,491  $212,959  $181,553 

 

The following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in thousands):

 

Schedule of analysis of nonaccrual and performing loans by portfolio segment

  September 30, 2021  December 31, 2020 
  Nonaccrual  Performing  Total  Nonaccrual  Performing  Total 
Term loans $8,334  $141,540  $149,874  $8,334  $155,698  $164,032 
Royalty purchases, net of credit loss allowance  3,472   42,795   46,267   3,863   36,596   40,459 
Total carrying value $11,806  $184,335  $196,141  $12,197  $192,294  $204,491 

  September 30, 2022 December 31, 2021
  Nonaccrual Performing Total Nonaccrual Performing Total
Term loans $9,789  $170,748  $180,537  $18,288  $118,024  $136,312 
Royalty purchases, net of credit loss allowance  3,037   29,385   32,422   3,362   41,879   45,241 
Total carrying value $12,826  $200,133  $212,959  $21,650  $159,903  $181,553 

As of September 30, 2021,2022, the Company had two finance receivables in nonaccrual status: (1) the term loan to B&D Dental CorporationFlowonix Medical, Inc. (“B&D”Flowonix”), with a net carrying value of $8.39.8 million and (2) the Best royalty, with a net carrying value of $3.53.0 million. As of December 31, 2021, the Company had three finance receivables in nonaccrual status: (1) the term loan to Flowonix, with a net carrying value of $10.0 million, (2) the term loan with B&D Dental Corporation (“B&D”), with a carrying amount of $8.3 million, and (3) the Best royalty, with a carrying amount of $3.4 million. Although in nonaccrual status, the Flowonix and B&D term loan wasloans were not considered impaired as of September 30, 20212022 and December 31, 2020.2021. The Company collected $0.4$11.4 million on the Best royaltyits nonaccrual finance receivables during the nine months ended September 30, 2021,2022, which was credited towardincludes $10.7 million to settle the royalty’s carrying value.term loan with B&D.

Note 4. Marketable Investments

Investments in available-for-sale corporate debt securities and equity securities as of September 30, 20212022 and December 31, 20202021 consist of the following (in thousands):

 

Schedule of marketable investments

 September 30,
2021
  December 31,
2020
  September 30, 2022 December 31, 2021
Corporate debt securities $198  $241  $88  $119 
Equity securities  2,767   1,210   500   1,034 
Total marketable investments $2,965  $1,451  $588  $1,153 

The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale corporate debt securities as of September 30, 20212022 and December 31, 2020,2021, are as follows (in thousands):

Schedule of available-for-sale securities reconciliationmarketable investments

  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Loss
  Fair Value 
September 30, 2021 $198  $  $  $198 
                 
December 31, 2020 $241  $  $  $241 
  

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Loss

 Fair Value
September 30, 2022  $88  $  $  $88 
December 31, 2021  $119  $  $  $119 

10
9 

The following table presents unrealized net incomegain (loss) on equity securities during the three and nine months ended September 30, 20212022 and 20202021 (in thousands):

Schedule of Proceeds from sales, gross unrealized gains and gross unrealized losses for available-for-sale securities

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2021  2020  2021  2020 
Unrealized net income (loss) on equity securities reflected in the unaudited condensed consolidated statements of income $342  $(178) $1,557  $(666)
  

Three Months Ended

September 30,

 Nine Months Ended September 30,
  2022 2021 2022 2021
Unrealized net gain (loss) on equity securities reflected in the unaudited condensed consolidated statements of income $13  $342  $(534) $1,557 

Note 5. Goodwill and Intangible Assets

Goodwill

 

There was no change in the carrying amount of goodwill from December 31, 2020 to September 30, 2021, and net book value remains at $8.4 million. The net book value of goodwill is solely related to the Enteris acquisition in 2019.

Intangible Assets

The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as of September 30, 20212022 and December 31, 20202021 (in thousands):

Schedule of Intangible Assets

  September 30, 2021  December 31, 2020 
  Gross Book
Value
  Accumulated
Amortization
  Net Book
Value
  Gross Book
Value
  Accumulated
Amortization
  Net Book
Value
 
Licensing Agreement(1) $29,400  $19,249  $10,151  $29,400  $16,336  $13,064 
Patents           198   153   45 
Trade names and trademarks  210   44   166   210   29   181 
Customer relationships  240   50   190   240   32   208 
   29,850   19,343   10,507   30,048   16,550   13,498 
Deferred patent costs           119      119 
Total intangible assets $29,850  $19,343  $10,507  $30,167  $16,550  $13,617 

  September 30, 2022 December 31, 2021
  Gross Book Value Accumulated Amortization Net Book Value Gross Book Value Accumulated Amortization Net Book Value
Licensing Agreement(1) $29,400  $21,096  $8,304  $29,400  $19,780  $9,620 
Trade names and trademarks  210   65   145   210   50   160 
Customer relationships  240   74   166   240   56   184 
Total intangible assets $29,850  $21,235  $8,615  $29,850  $19,886  $9,964 
(1)(1)Prior to the acquisition, Enteris entered into a non-exclusive commercial license agreement (the “License Agreement”) with Cara Therapeutics, Inc. (“Cara”), for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVATM in any indication worldwide, excluding South Korea and Japan. Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory.

Amortization expense related to intangible assets was $0.60.4 million and $2.60.6 million for the three months ended September 30, 20212022 and 2020,2021, respectively. Amortization expense related to intangible assets was $2.91.3 million and $9.42.9 million for the nine months ended September 30, 2022 and 2021, and 2020, respectively.

The estimated future amortization expense related to intangible assets as of September 30, 20212022 is as follows (in thousands):

Schedule of Intangible Asset Amortization Expense

Fiscal Year Amount  Amount
Remainder of 2021 $548 
2022  1,828 
Remainder of 2022 $426 
2023  1,757   1,703 
2024  1,413   1,546 
2025  1,069   1,076 
2026 and thereafter  3,892 
2026  1,076 
Thereafter  2,788 
Total $10,507  $8,615 

11
10 

Note 6. Revolving Credit Facility

On September 27, 2021, the Company entered into the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with Cadence Bank, N.A. as a lender and the administrative agent. Pursuant to the Third Amendment, the Loan and Security Agreement dated as of June 29, 2018 (“Loan Agreement”) was amended to extend the Loan Agreement Termination Date to September 30, 2022 and increase the Loan Agreement Commitment to $22.0 million. The Loan Agreement requires the payment of an unused line fee of 0.50 percent and also provides for quarterly minimum fee income of $60,000 less the aggregate interest and unused line fees paid during the immediately preceding quarter. Unused line fees and minimum fee income are recorded as interest expense.

The Loan Agreement accrues interest at the Daily LIBOR Rate, with a floor of 1.00 percent, plus a 3.25 percent margin and principal is repayable in full at maturity. Interest is generally required to be paid monthly in arrears. In connection with the Third Amendment, the Company paid a $50,000 amendment fee, which was capitalized as deferred financing costs and is being amortized on a straight-line basis over the remaining term of the Loan Agreement.

The Loan Agreement has an advance rate against the Company’s finance receivables portfolio, including 85 percent against senior first lien loans, 70 percent against second lien loans and 50 percent against royalty receivables, subject to certain eligibility requirements as defined in the Loan Agreement. The Loan Agreement contains certain affirmative and negative covenants including minimum asset coverage and minimum interest coverage ratios.

During the nine months ended September 30, 2021 and 2020, the Company recognized $0.3 million and $0.4 million, respectively, of interest expense. As of September 30, 2021, approximately $8,000 was outstanding under the revolving credit facility, and approximately $22.0 million was available for borrowing.

Note 7.6. Commitments and Contingencies

 

Contingent Consideration

 

The Company recorded contingent consideration related to the August 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement. Contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in the estimated fair value recognized in earnings. As of September 30, 2021 and December 31, 2020, theThe estimated fair value of contingent consideration as of September 30, 2022 and December 31, 2021 was $10.78.5 million and $16.9 million, respectively. During the nine months ended September 30, 2021, the Company recognized $10.0 million of revenue related to the completion of a milestone under the License Agreement with Cara. During the nine months ended September 30, 2021, the Company paid $6.1 million of such amount to the seller of Enteris, pursuant to the earnout provisions of the merger agreement.. The Company also recognizeddid not recognize a $0.1 million change in the estimated fair value of its contingent consideration during the nine months ended September 30, 2022. The Company recognized a $0.1 million gain on the change in fair value of its contingent consideration during the nine months ended September 30, 2021.

 

Unfunded Commitments

As of September 30, 2021,2022, the Company’s unfunded commitments were as follows (in millions):

Schedule of Unfunded Commitments

    
Aziyo Biologics, Inc. $4.0 
Exeevo, Inc.  2.5 
MedMinder Systems, Inc.  5.0 
Trio Healthcare Ltd. Loan $4.4   1.4 
Ideal Implant, Inc.  2.0 
Total unfunded commitments $6.4  $12.9 

UnfundedPer the terms of the royalty purchase or credit agreements, unfunded commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified date or period of time, per the terms of the royalty purchase or credit agreements, and in the case of loan transactions, are only subject to being advanced as long as an event of default does not exist.

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Note 8.7. Fair Value Measurements

The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets.
Level 3Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels during the nine months ended September 30, 2021. 2022. 

The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates.

Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.

Cash and cash equivalents 

The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.

Marketable Investments

Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices).

Finance Receivables

The fair values of finance receivables are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the finance receivables. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. These receivables are classified as Level 3. Finance receivables are not measured at fair value on a recurring basis, but estimates of fair value are reflected below.

Contingent Consideration

The Company recorded contingent consideration related to the August 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement.

The fair value measurements of contingent consideration obligations arising from business combinations are classified as Level 3 estimates under the fair value hierarchy as these items have been valued using unobservable inputs. These inputs include: (a) the estimated amount and timing of projected cash flows; (b) the probability of the achievement of the factors on which the contingency is based; and (c) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.

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Marketable Investments and Derivative Securities  

Marketable Investments

If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities would be classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities would be classified as Level 2. If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities would be classified as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.

Derivative Securities

For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1. For non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3.

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of September 30, 20212022 (in thousands):

Schedule of fair value assets measured on recurring basis

 Total
Carrying
Value in
Consolidated
Balance
Sheets
  Quoted Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  

Total

Carrying

Value in

Consolidated

Balance

Sheets

 

Quoted Prices

in Active

Markets for

Identical

Assets

or Liabilities

(Level 1)

 

Significant

Other

Observable

Inputs

(Level 2)

 

Significant

Unobservable

Inputs

(Level 3)

Financial Assets:                
Financial Assets                
Warrant assets $3,650  $  $  $3,650  $5,140  $  $  $5,140 
Marketable investments  2,965   2,767      198   588   500      88 
                                
Financial Liabilities:                
Financial Liabilities                
Contingent consideration payable $10,670  $  $  $10,670  $8,530  $  $  $8,530 

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 20202021 (in thousands):

 

 Total
Carrying
Value in
Consolidated
Balance
Sheets
  Quoted Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  

Total

Carrying

Value in

Consolidated

Balance

Sheets

 

Quoted Prices

in Active

Markets for

Identical

Assets

or Liabilities

(Level 1)

 

Significant

Other

Observable

Inputs

(Level 2)

 

Significant

Unobservable

Inputs

(Level 3)

Financial Assets:                
Financial Assets                
Warrant assets $2,972  $  $  $2,972  $3,419  $  $  $3,419 
Marketable investments  1,451   1,210      241   1,153   1,034      119 
                                
Financial Liabilities:                
Financial Liabilities                
Contingent consideration payable $16,900  $  $  $16,900  $8,530  $  $  $8,530 

13

The changes in fair value of the warrant assets during the nine months ended September 30, 2022 and 2021 were as follows (in thousands):

Schedule of fair value assets measured on recurring basis unobservable input reconciliation

Fair value – December 31, 2020 $2,972 
September 30, 2022September 30, 2022 September 30, 2021
Fair value - December 31, 2021 $3,419  Fair value - December 31, 2020 $2,972 
Issued     1,098  Issued   
Canceled       Canceled   
Change in fair value  678   623  Change in fair value  678 
Fair value – September 30, 2021 $3,650 
Fair value - September 30, 2022 $5,140  Fair value - September 30, 2021 $3,650 

The Company holds warrants issued to the Company in conjunction with certain term loan investments. These warrants meet the definition of a derivative and are included in the unaudited condensed consolidated balance sheets. The fair values for warrants outstanding, which do not have a readily determinable value, are measured using the Black-Scholes option pricing model. The following ranges of assumptions were used in the models to determine fair value:

Schedule of weighted average assumptions 

  September 30,
2021
  December 31,
2020
 
Dividend rate range  0   0 
Risk-free rate range  0.53% to 1.32%           0.17% to 0.65% 
Expected life (years) range  2.8 to 6.6    3.6 to 7.4 
Expected volatility range  61.3% to 157.9%    74.3% to 174.7% 

September 30, 2022December 31, 2021
Dividend rate range
Risk-free rate range4.0% to 4.3%0.97% to 1.44%
Expected life (years) range1.8 to 6.92.6 to 7.0
Expected volatility range54.8% to 139.4%60.2% to 142.0%

 

As of September 30, 20212022 and December 31, 2020,2021, the Company had threetwo royalties, Besivance®, Best and Cambia®, that were deemed to be impaired based on reductions in carrying values in prior periods. The following table presents these royalties measured at fair value on a nonrecurring basis as of September 30, 20212022 and December 31, 20202021 (in thousands):

Schedule of fair value assets and liabilities measured on nonrecurring basis

  Total
Carrying
Value in
Consolidated
Balance
Sheets
  Quoted Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
September 30, 2021 $6,109  $  $  $6,109 
                 
December 31, 2020 $7,937  $  $  $7,937 
  

Total

Carrying

Value in

Consolidated

Balance

Sheets

 

Quoted Prices

in Active

Markets for

Identical

Assets

or Liabilities

(Level 1)

 

Significant

Other

Observable

Inputs

(Level 2)

 

Significant

Unobservable

Inputs

(Level 3)

September 30, 2022  $4,071  $  $  $4,071 
                  
December 31, 2021  $5,612  $  $  $5,612 

There were no liabilities measured at fair value on a nonrecurring basis as of September 30, 20212022 and December 31, 2020.2021.

14

The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments measured at fair value on a recurring and non-recurring basis.

 

Schedule of fair value by balance sheet grouping

As of September 30, 20212022 (in thousands):

 

 Carrying
Value
  Fair Value  Level 1  Level 2  Level 3  Carrying Value Fair Value Level 1 Level 2 Level 3
Financial Assets                                        
Cash and cash equivalents $18,639  $18,639  $18,639  $  $  $19,399  $19,399  $19,399  $  $ 
Finance receivables  196,141   196,141         196,141   212,959   212,959         212,959 
Marketable investments  2,965   2,965   2,767      198   588   588   500      88 
Warrant assets  3,650   3,650         3,650   5,140   5,140         5,140 
                                        
Financial Liabilities                                        
Contingent consideration payable $10,670  $10,670  $  $  $10,670  $8,530  $8,530  $  $  $8,530 

As of December 31, 20202021 (in thousands):

 

 Carrying
Value
  Fair Value  Level 1  Level 2  Level 3  Carrying Value Fair Value Level 1 Level 2 Level 3
Financial Assets                                        
Cash and cash equivalents $3,008  $3,008  $3,008  $  $  $42,863  $42,863  $42,863  $  $ 
Finance receivables  204,491   204,491         204,491   181,553   181,553         181,553 
Marketable investments  1,451   1,451   1,210      241   1,153   1,153   1,034      119 
Warrant assets  2,972   2,972         2,972   3,419   3,419         3,419 
                                        
Financial Liabilities                                        
Contingent consideration payable $16,900  $16,900  $  $  $16,900  $8,530  $8,530  $  $  $8,530 

Note 9.8. Revenue Recognition

The Company’s Pharmaceutical Development segment recognizes revenues received from contracts with its customers by revenue source, as the Company believes it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow. The Company’s Finance Receivables segment does not have any revenues received from contracts with customers.

The following table provides the contract revenue recognized by revenue source for the three and nine months ended September 30, 20212022 and 20202021 (in thousands):

 

Schedule of Revenue Recognized by Revenue Source

 Three Months Ended
September 30,
  Nine Months Ended
September 30,
  

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 2021  2020  2021  2020  2022 2021 2022 2021
Pharmaceutical Development Segment                                
License Agreement(1) $176  $2,768  $10,786  $2,992  $5,103  $176  $5,235  $10,786 
Pharmaceutical Development and other  11   10   556   84   8   11   706   556 
Total contract revenue $187  $2,778  $11,342  $3,076  $5,111  $187  $5,941  $11,342 
(1)$5.0 million of milestone revenue related to Enteris’s License Agreement with Cara was received during the nine months ended September 30, 2022.

The Company’s contract liabilities represent advance consideration received from customers and are recognized as revenue when the related performance obligation is satisfied.

The Company’s contract liabilities are presented as deferred revenues and are included in accounts payable and accrued liabilities in the consolidated balance sheets (in thousands):

Schedule of Company's Contract Liabilities

 September 30,
2021
  December 31,
2020
  September 30,
2022
 December 31, 2021
Pharmaceutical Development Segment                
Deferred revenue $226  $350  $8  $185 
Total contract liabilities $226  $350  $8  $185 

During the nine months ended September 30, 2021,2022, the Company recognized $0.30.2 million of 20202021 deferred revenue from satisfaction of performance obligations. The Company did not have any contract assets nor did it have any contract liabilities related to the License Agreement as of September 30, 20212022 or December 31, 2020.2021.

16

 15

Note 10.9. Segment Information

Selected financial and descriptive information is required to be provided about reportable operating segments, considering a “management approach” concept as the basis for identifying reportable segments. The management approach is based on the way that management organizes the segments within the Company for making operating decisions, allocating resources, and assessing performance. Consequently, the segments are evident from the structure of the Company’s internal organization, focusing on financial information that the Company’s chief executive officer uses to make decisions about the Company’s operating matters.

As described in Note 1, the Company has determined it has two reportable segments: Finance Receivables and Pharmaceutical Development, and each are individually managed and provide separate services. Revenues by segment represent revenues earned on the services offered within each segment. The Company does not report assets by reportable segment, nor does the Company report results by geographic region, as these metrics are not used by the Company’s chief executive officer in assessing performance or allocating resources to the segments.

Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income.income taxes. Management uses this measure of net income (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment.

The following tables present financial information for the Company’s reportable segments for the periods indicated (in thousands):

Schedule of Reportable Segments

 Three Months Ended September 30, 2021  Three Months Ended September 30, 2022
 Finance
Receivables
  Pharmaceutical
Development and
Other
  Holding
Company and
Other
  Consolidated  Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated
Revenue $9,373  $187  $  $9,560  $8,502  $5,111  $  $13,613 
Other revenue        1   1 
Interest expense  53         53   82         82 
Manufacturing, research and development     2,487      2,487      1,792      1,792 
Depreciation and amortization     810   2   812 
Depreciation and amortization expense     632   2   634 
General and administrative  90   999   2,491   3,580   115   843   3,391   4,349 
Other income, net  128         128   1,801         1,801 
Income tax expense        513   513         1,942   1,942 
Consolidated net income (loss)  9,358   (4,109)  (3,006)  2,243 
Net income (loss)  10,106   1,844   (5,334)  6,616 

  Three Months Ended September 30, 2020 
  Finance
Receivables
  Pharmaceutical
Development and
Other
  Holding
Company and
Other
  Consolidated 
Revenue $7,869  $2,778  $  $10,647 
Interest expense  101         101 
Manufacturing, research and development     1,182      1,182 
Depreciation and amortization     2,678   3   2,681 
Change in fair value of acquisition-related contingent consideration     174      174 
General and administrative  127   1,044   1,356   2,527 
Other (expense) income, net  (192)     101   (91)
Income tax benefit        (451)  (451)
Consolidated net income (loss)  7,449   (2,300)  (807)  4,342 
  Nine Months Ended September 30, 2021 
  Finance
Receivables
  Pharmaceutical
Development and
Other
  Holding
Company and
Other
  Consolidated 
Revenue $29,857  $10,846  $  $40,703 
Other revenue     496      496 
Interest expense  292         292 
Manufacturing, research and development     5,577      5,577 
Depreciation and amortization     3,300   5   3,305 
Change in fair value of acquisition-related contingent consideration     (147)     (147)
General and administrative  2,034   3,088   4,703   9,825 
Other income, net  2,235         2,235 
Income tax expense        4,980   4,980 
Consolidated net income (loss)  29,766   (476)  (9,688)  19,602 
  Three Months Ended September 30, 2021
  Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated
Revenue $9,373  $187  $  $9,560 
Interest expense  53         53 
Manufacturing, research and development     2,487      2,487 
Depreciation and amortization expense     810   2   812 
General and administrative  90   999   2,491   3,580 
Other income, net  128         128 
Income tax expense        513   513 
Net income (loss)  9,358   (4,109)  (3,006)  2,243 

  Nine Months Ended September 30, 2020 
  Finance
Receivables
  Pharmaceutical
Development and
Other
  Holding
Company and
Other
  Consolidated 
Revenue $22,737  $3,076  $1  $25,814 
Other revenue  9         9 
Provision for credit losses and impairment  163         163 
Interest expense  365         365 
Manufacturing, research and development     3,311      3,311 
Depreciation and amortization     9,621   8   9,629 
Change in fair value of acquisition-related contingent consideration     1,964      1,964 
General and administrative  1,429   3,167   3,619   8,215 
Other (expense) income, net  (1,893)     76   (1,817)
Income tax benefit        (199)  (199)
Consolidated net income (loss)  18,897   (14,987)  (3,351)  558 

16

  Nine Months Ended September 30, 2022
  Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated
Revenue $25,745  $5,461  $  $31,206 
Other revenue     480   1   481 
Interest expense  242         242 
Manufacturing, research and development     5,173      5,173 
Depreciation and amortization expense     1,961   3   1,964 
General and administrative  219   2,783   7,525   10,527 
Other income, net  89         89 
Income tax expense        3,211   3,211 
Net income (loss)  25,373   (3,976)  (10,738)  10,659 

  Nine Months Ended September 30, 2021
  Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated
Revenue $29,857  $10,846  $  $40,703 
Other revenue     496      496 
Interest expense  292         292 
Manufacturing, research and development     5,577      5,577 
Depreciation and amortization expense     3,300   5   3,305 
Change in fair value of acquisition-related contingent consideration     (147)     (147)
General and administrative  2,034   3,088   4,703   9,825 
Other income, net  2,235         2,235 
Income tax expense        4,980   4,980 
Net income (loss)  29,766   (476)  (9,688)  19,602 

Included in Holding Company and Other are the expenses of the parent holding company and certain other enterprise-wide overhead costs, including public company costs and non-Enteris corporate employees, which have been included for purposes of reconciling to the consolidated amounts.

Note 11. Subsequent Events

Thermedx LLC

On October 22, 2021, SWK Funding received $0.5 million for the payoff of the Thermedx LLC term loan. The proceeds included accrued interest and interest paid-in-kind.

Misonix, Inc.

On October 29, 2021, Misonix, Inc. (“Misonix”) was acquired by Bioventus, Inc. (“Bioventus”). Upon closing of the transaction, SWK Funding received $31.6 million for the payoff of the Misonix term loan. The proceeds included accrued interest, prepayment and exit fees. The Company also tendered its Misonix common stock and received $1.9 million in cash and 71,361 shares of Bioventus common stock valued at $1.2 million at the date of transaction.

18
17 

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, and the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 20202021 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.

COVID-19 Considerations

We are subject to risks related to public health crises such as the global pandemic associated with COVID-19. Our Pharmaceutical Development segment has seen a reduction in its productivity as well as delays in receiving some of its needed supplies as a direct result of the pandemic and the impact on key vendors. This slow-down is likely to continue in the near term until such time as certain restrictions that have been imposed on us and our suppliers are lifted. Such events may result in business disruption and reduced revenues, any of which could materially affect our business, financial condition and results of operations.

Please refer to Part II, Item 1A, Risk Factors, as well as the Risk Factors in our Annual Report, for additional information on risk factors related to the pandemic or other risks that could impact our business and results of operations.

Strategic Plan to Focus on Core Specialty Finance Business

On May 17, 2021, we issued a press release announcing the formation by our Board of Directors (“Board”) of a Strategic Review Committee (“SRC”) to identify, review and explore strategic alternatives with a view to enhancing stockholder value. With its advisors, the SRC completed a comprehensive review of strategic alternatives for each segment of the Company. On November 1, 2021, we issued a press release announcing that the Board approved a streamlined go-forward business plan and has begun implementing several new measures in light of our current governance structure. The goal of these measures is to improve our strategic focus, growth profile, and capital allocation. The Board believes these measures will allow us to generate long-term value for stockholders.

Environmental, Social and Governance

As overseers of risk and stewards of long-term enterprise value, our management and Board play a vital role in assessing, identifying and understanding the potential impact and related risks of environmental, social and governance (“ESG”) issues on the organization’s operating model. Our Board and management are committed to identifying those ESG issues most likely to impact business operations and growth by focusing our investment strategy around supporting innovative, growth-oriented companies in the life sciences industry that maximize both social and investment value.

Among the ESG issues we support within the Company, we are committed to recruiting, motivating and developing a diversity of talent. We promote and foster a company culture where every voice is welcome, heard and respected, regardless of age, gender, race, religion, sexual orientation, physical conditions, cultural background or country of origin. Our commitment to ESG initiatives is an endeavor both the Board and management undertake for the general betterment of those both inside and outside the Company.

The nature of our business supports environmental sustainability by being mindful of products we and our partners use in our businesses. We promote recycling to reduce landfill, and we offer our employees a hybrid work model, which allows employees the flexibility to work remotely, thereby reducing the carbon output from commuting in cars or buses.

Overview

We have organized our operations into two segments: Finance Receivables and Pharmaceutical Development. These segments reflect the way the Company evaluates itits business performance and manages its operations. Please refer to Item 1. Financial Statements, Note 109 of the notes to the unaudited condensed consolidated financial statements for further information regarding segment information.

Finance Receivables Segment

In our Finance Receivables segment, we evaluate and invest in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (together “life science”) by tailoring financial solutions to the needs of our business partners.

Our investment objective is to maximize our portfolio total return and thus increase our net income and book value by generating income from three sources: (1) primarily owning or financing through debt investments, royalties or revenue interests generated by the sales of life science products and related intellectual property, (2) receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector, and (3) to a lesser extent, realizing capital appreciation from equity-related investments in the life science sector.

19
 

We primarily provide capital in exchange for an interest in an existing revenue stream, which can take several forms, but is most commonly either a royalty derived from the sales of a life science product from the marketing efforts of a third party or from the marketing efforts of a partner company. Our structured debt investments may include warrants or other features, giving us the potential to realize enhanced returns on a portion of our portfolio.

Pharmaceutical Development Segment

On August 26, 2019, we commenced our Pharmaceutical Development segment with the acquisition of Enteris, which became our wholly-owned subsidiary. Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Since its founding in 2013, Enteris has advanced multiple internal and external programs leveraging Peptelligence®, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules, in an enteric-coated tablet formulation.

Our strategy is to utilize the Peptelligence® platform to create a portfolio of milestone and royalty income, and thus increase our net income and book value, by out-licensing our technology in two ways. First, we intend to out-license our technology to pharmaceutical companies to create novel and important oral therapeutic treatments for a wide variety of indications. Second, we intend to out-license to pharmaceutical companies our internally developed reformulations of approved, off-patent injectable therapeutic treatments where Peptelligence® enables oral delivery, resulting in meaningful improvements for patients and caregivers. We also generate income by providing customers pharmaceutical development, formulation and manufacturing with the ultimate goal of generating new out-license agreements of our technology.

2018
 

Finance Receivables Portfolio Overview

The table below provides an overview of our outstanding finance receivables transactions as of, and for the three and nine months ended September 30, 20212022 (in thousands, except rate, share and per share data).

Royalty Purchases and Other Financings Licensed
Technology
 Footnote Funded
Amount
  GAAP
Balance
  Contract
Rate
 Revenue
Recognized
 
YTD  Q3 
         Revenue Recognized
Royalty Purchases Licensed Technology Footnote Funded Amount GAAP Balance Q3 YTD
Beleodaq® Oncology treatment   $7,600  $5,059  N/A $1,274  $456  Oncology treatment  (1)  $7,600  $  $27  $799 
Besivance® Ophthalmic antibiotic (3) 6,000    N/A (26 (25 Ophthalmic antibiotic  (2)   6,000      8   21 
Best ABT, Inc. Oncology diagnosis (1), (2) 5,784  3,472  N/A     Oncology diagnosis  (3), (4)   5,784   3,037       
Coflex®/Kybella®/Zalviso® Spinal stenosis/Submental fullness   4,350  4,160  N/A 465  155 
Coflex®/Kybella® Spinal stenosis/submental fullness      4,350   3,929   105   397 
Cambia® NSAID migraine treatment (1) 8,500  2,637  N/A (9 (56 NSAID migraine treatment  (3)   8,500   1,034   (94)  (153)
Forfivo XL® Depressive disorder treatment   6,000  1,490  N/A 982  307  Depressive disorder treatment      6,000   1,408   185   857 
Ideal Implant, Inc. Aesthetics   3,000  3,097  N/A 203  203  Aesthetics      3,000   3,289   134   402 
Iluvien® Diabetic macular edema   16,501 16,205  N/A 1,813 641  Diabetic macular edema      16,501   15,729   570   1,691 
Narcan® Opioid overdose treatment   17,500 539  N/A 2,423 1,030  Opioid overdose treatment      17,500   487   248   1,908 
Ostomy products royalty Ostomy products   3,900 4,443  N/A 450 156 
Secured Royalty Financing (Marketable Investment) Women’s health (1), (2) 3,000 198  11.5%   
Tissue Regeneration Therapeutics Umbilical cord banking (2) 3,250  3,491  N/A   
Ostomy Products Royalty Ostomy products  (1)   3,900      1,746   1,927 
Veru, Inc. Synthetic Royalty (4) 5,166  5,165  N/A 5,914 1,411  Women’s health      10,000   3,509   30   555 
 

              Revenue Recognized
Term Loans Type Footnote Maturity Date Principal GAAP Balance Rate Q3 YTD
4Web, Inc. First lien     06/03/23 $28,808  $31,060   15.8% $1,185  $3,329 
AOTI, Inc. First lien     03/21/27  12,000   11,970   11.0%  426   840 
Acer Therapeutics, Inc. First lien     03/04/24  6,704   6,849   12.0%  457   1,003 
Acerus Pharmaceuticals Corporation First lien  (5)  10/11/23        12.0%     538 
Aziyo Biologics, Inc. First lien     10/08/27  21,000   20,294   11.5%  265   265 
B&D Dental Corporation First lien  (5)  12/10/18        14.0%     2,401 
BIOLASE, Inc. First lien     05/31/25  13,300   13,734   10.5%  484   1,390 
Biotricity, Inc. First lien     12/26/26  12,000   11,845   11.5%  407   1,193 
Epica International, Inc. First lien     07/23/24  12,000   12,374   9.5%  385   1,097 
eTon Pharmaceuticals, Inc. First lien     11/13/24  6,615   6,659   10.0%  221   666 
Exeevo, Inc. First lien     07/01/27  5,010   4,969   12.5%  187   187 
Flowonix Medical, Inc. First lien  (4), (6)  12/23/25  10,428   9,789   14.0%      
Keystone Dental Group First lien  (5)  08/01/23        11.5%     888 
MedMinder Systems, Inc. First lien     07/22/27  20,000   19,831   10.9%  291   291 
MolecuLight, Inc. First lien     12/29/26  10,000   10,007   12.5%  413   1,036 
Sincerus Pharmaceuticals, Inc. First lien     03/19/26  12,820   13,039   13.0%  534   1,437 
Trio Healthcare Ltd. First lien     07/01/26  8,150   8,117   12.5%  288   780 

19

      Maturity
Date
   GAAP
Balance
  Contract
Rate
  

Revenue

Recognized

 
Term Loans Type Footnote  Principal    YTD  Q3 
4Web, Inc. First Lien   06/03/23 $24,929  $25,358  12.8% $2,700  $983 
Acerus Pharmaceuticals, Inc. First Lien   10/11/23 6,550  6,519  12.0% 968  298 
B&D Dental Corporation First Lien (2), (5) 12/10/18 8,365  8,334  14.0%    
BIOLASE, Inc. First Lien   11/09/23 14,300  14,428  12.3% 1,645  558 
CeloNova BioSciences, Inc. First Lien (6) 12/31/21 2,054  2,058  12.5% 360  93 
DxTerity Diagnostics, Inc. First Lien (7) 11/30/21 2,474  3,217  13.3% 1,624  340 
Epica International, Inc. First Lien   07/23/23 12,000  12,336  13.5% 1,202  403 
eTon Pharmaceuticals, Inc. First Lien   11/13/24 7,000  6,862  12.0% 761  257 
Flowonix Medical, Inc. First Lien   12/23/25 10,000  9,954  11.0% 961  331 
Harrow Health, Inc. First Lien (3) 07/19/23     9.0% - 12.0% 1,112   
Keystone Dental, Inc. First Lien   11/14/22 15,000  15,455  11.5% 1,401  473 
Misonix, Inc. First Lien (8) 06/30/23 30,096  30,089  10.0% - 12.3% 2,384  805 
Sincerus Pharmaceuticals, Inc. First Lien   03/19/26 9,750  9,765  13.0% 681  360 
Tenex Health, Inc. First Lien (3) 06/30/21     13.0% 349   
Thermedx, LLC Sub Note (9) 05/20/29 466  466  11.8% 40  14 
Trio Healthcare Ltd. First Lien   07/01/26 5,100  5,033  12.5% 180  180 
     No of  GAAP  Change in Fair Value 
Common Stock Footnote  Shares  Balance  YTD  Q3 
Misonix, Inc. Common Stock  (8)   109,353  $2,767  $1,557  $342 
Sincerus Pharmaceuticals, Inc.      26,575          

   Number of  Exercise Price   GAAP  Change in Fair Value 
Warrants to Purchase Stock Shares per Share  Balance  YTD  Q3 
4Web, Inc. TBD  TBD  $—   $—   $—  
Acerus Pharmaceuticals, Inc. 7,764,004  0.05 CAD  196   (18)  (62) 
B&D Dental Corporation 225  0.01  —   —   —  
BIOLASE, Inc. 550,977  0.39  322   94   (35) 
CeloNova BioSciences, Inc. TBD  0.01  —   —   —  
DxTerity Diagnostics, Inc. 2,019,231  2.08  —   —   —  
Epica International, Inc. TBD  TBD  —   —   —  
eTon Pharmaceuticals, Inc. 51,239  5.86  126   (175)  (55) 
eTon Pharmaceuticals, Inc. 18,141  6.62  45   (63)  (19) 
EyePoint Pharmaceuticals, Inc. 40,910  11.00  224   99   35  
EyePoint Pharmaceuticals, Inc. 7,773  19.30  34   15    
Flowonix Medical, Inc. 155,561  3.86  —   —   —  
Harrow Health, Inc. 373,847  2.08  2,703   726   (83) 
              Revenue Recognized
Cost Method Investment Licensed Technology Footnote Maturity Date Principal GAAP Balance Rate Q3 YTD
Tissue Regeneration Therapeutics, Inc. Umbilical cord banking  (4)  N/A $3,491  $3,491   N/A  $  $ 

     Income Recognized 
  Assets  YTD  Q3 2021 
Total finance receivables $196,141  $29,857  $9,373 
Total marketable investments  2,965   N/A   N/A 
Cost method investment  3,491   N/A   N/A 
Fair value of warrant assets  3,650   N/A   N/A 
Total assets/revenues $206,247  $29,857  $9,373 
          Income (Loss) Recognized
Marketable Investments Number of Shares Footnote Funded Amount GAAP Balance Q3 YTD
Secured Royalty Financing (Marketable Investment)  N/A   (4)  $3,000  $88  $  $ 
Bioventus, Inc. Common Stock  71,361       N/A   500   13   (534)
Epica International, Inc.  25,000       N/A          
Sincerus Pharmaceuticals, Inc.  26,575       N/A          

          Income (Loss) Recognized
Warrants to Purchase Stock Number of Shares Footnote Exercise Price per Share ($) GAAP Balance Q3 YTD
4Web, Inc.  TBD      $  $  $  $ 
AOTI, Inc.  92,490                 
Acer Therapeutics, Inc.  150,000       2.46   116   17   (110)
Acer Therapeutics, Inc.  100,000       1.51   90   (2)  (2)
Acerus Pharmaceuticals Corporation  7,764,004        0.053 CAD   20   (33)  (82)
Aziyo Biologics  157,895       6.65   895   116   116 
BIOLASE, Inc.  22,039       0.39   26   (37)  (158)
Biotricity, Inc.  57,536       6.26   21   (39)  (155)
CeloNova BioSciences, Inc.  TBD   (7)             
DxTerity Diagnostics, Inc.  2,019,231   (7)             
Epica International, Inc.  TBD                 
eTon Pharmaceuticals, Inc.  51,238       5.86   21   (15)  (74)
eTon Pharmaceuticals, Inc.  18,141       6.62   8   (5)  (26)
Exeevo, Inc.  930                 
EyePoint Pharmaceuticals, Inc.  40,910       11.00   129   (4)  (147)
EyePoint Pharmaceuticals, Inc.  7,773       19.30   17   (1)  (24)
Flowonix Medical, Inc.  155,561   (4), (6)             
Harrow Health, Inc.  373,847   (7)   2.08   3,797   1,791   1,285 

    Total Revenue
  Assets Q3 YTD
Total finance receivables $212,959  $8,502  $25,745 
Total marketable investments  588   N/A   N/A 
Cost method investment  3,491   N/A   N/A 
Fair value of warrant assets  5,140   N/A   N/A 
Total assets/revenues $222,178  $8,502  $25,745 

(1)Royalty was paid off during the third quarter of 2022.
(2)US royalty was paid off during the year ended December 31, 2021. SWK continues to receive insignificant royalties on international sales.
(3)Investment considered impaired.
(2)(4)Investment on nonaccrual.
(3)(5)The loan/royaltyLoan was paid off during 2021.the nine months ended September 30, 2022.
(4)(6)The return premium pursuant to the credit agreement was reached, and the residual royalty agreement commenced during the third quarter.
(5)B&DFlowonix is evaluating strategic alternatives for the business. The first lien loan is currently in default.
(6)Maturity date was amended to December 31, 2021 in July 2021.
(7)Maturity date was amended to November 30, 2021 in June 2021.
(8)On October 29, 2021, Misonix was acquired by Bioventus. Upon closing of the transaction, the Misonix term loan was paid off. We also tendered our Misonix common stock and received $1.9 million in cash and 71,361 shares of Bioventus common stock.
(9)The loanLoan was paid off on October 22,during the year ended December 31, 2021.

Unless otherwise specified, our senior secured debt assets generally are repaid by a revenue interest that is charged on a company’s quarterly net sales and royalties.

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Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the nine months ended September 30, 2021,2022, compared to those discussed in our Annual Report.

 

Recent Accounting Pronouncements

Refer to Part I. Financial Information, Item 1. Financial Statements, Note 1 of the notes to the unaudited condensed consolidated financial statements for a listing of recent accounting pronouncements and their potential impact to our consolidated financial statements.

Comparison of the Three Months Ended September 30, 20212022 and 20202021 (in millions)

  Three Months Ended
September 30,
   
  2021  2020  Change 
Revenues $9.6  $10.6  $(1.0)
Interest expense  0.1   0.1    
Pharmaceutical manufacturing, research and development expense  2.5   1.2   1.3 
Change in fair value of acquisition-related contingent consideration     0.2   (0.2)
Depreciation and amortization expense  0.8   2.7   (1.9)
General and administrative expense  3.6   2.5   1.1 
Other income (expense), net  0.1   (0.1)  0.2 
Income tax expense (benefit)  0.5   (0.5)  1.0 
Consolidated net income  2.2   4.3   (2.1)
  

Three Months Ended

September 30,

  
  2022 2021 Change
Revenues $13.6  $9.6  $4.0 
Interest expense  0.1   0.1    
Pharmaceutical manufacturing, research and development expense  1.8   2.5   (0.7)
Depreciation and amortization expense  0.6   0.8   (0.2)
General and administrative  4.3   3.6   0.7 
Other income, net  1.8   0.1   1.7 
Income tax expense  1.9   0.5   1.4 
Net income  6.6   2.2   4.4 

 

Revenues

Revenues decreasedincreased to $13.6 million for the three months ended September 30, 2022 from $9.6 million for the three months ended September 30, 2021 from $10.62021. The $4.0 million forincrease in revenue was due to $5.0 million of milestone revenue related to Enteris’ License Agreement with Cara received during the three months ended September 30, 2020. The decrease was primarily2022, which did not occur during the result of a $2.6 million decrease in revenues from our Pharmaceutical Development segment, partially offset by a $1.5 million increase in interest and fees earned on our finance receivables. The decrease in Pharmaceutical Development segment revenue was primarily the result of $2.5 million of non-recurring milestone revenue received in 2020 related to Enteris’ license agreement with Cara. The $1.5 million increase in revenue attributable to our Finance Receivables segment primarily consists of a $1.4 million net increase in royalty income and a $1.1 million increase in fees and interest earned on our finance receivables due to funding new and existing loans.three months ended September 30, 2021. The increase in revenue was partially offset by a $1.0$0.9 million net decrease in Finance Receivables segment revenues. The decrease in Finance Receivables segment revenue was due to a $1.3 million net decrease in royalty income primarily due to the achievement of return premiums that caused a step down in royalty rates, which was partially offset by a net increase of $0.4 million in interest and fees earned on finance receivables that were paid off or paid down since the third quarter of 2020.receivables.

Interest Expense

Interest expense consists of interest accrued on our revolving line of credit, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense for both the three months ended September 30, 20212022 and 20202021 was $0.1 million, respectively.

 

Pharmaceutical Manufacturing, Research and Development Expense

 

Pharmaceutical manufacturing, research and development expense increaseddecreased from $1.2 million for the three months ended 2020 to $2.5 million for the three months ended September 30, 2021.2021 to $1.8 million for the three months ended September 30, 2022. The $1.3$0.7 million increasedecrease was primarily due to an increasea decrease in manufacturing materials for pipeline projects and clinical trials.

 

Change in Fair Value of Acquisition-Related Contingent Consideration

We did not recognize any change in fair value of acquisition-related contingent consideration during the three months ended September 30, 2021, and a $0.2 million remeasurement adjustment was made during the three months ended September 30, 2020. Please refer to Part I, Item I, Financial Statements, Note 7 of the notes to the unaudited condensed consolidated financial statements for further information regarding acquisition-related contingent consideration.

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Depreciation and Amortization

 

The $1.9$0.2 million decrease in depreciation and amortization expense for the three months ended September 30, 20212022 primarily consists of a decrease in amortization expense related to the intangible assets of Enteris. Amortization expense is aligned with the expected future cash flows of the intangible assets.

 

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General and Administrative

General and administrative expenses consist primarily of compensation,compensation; stock-based compensation and related costs for management, staff and Board,Board; legal and audit expenses,expenses; and corporate governance expenses. General and administrative expenses increased to $4.3 million for the three months ended September 30, 2022 from $3.6 million for the three months ended September 30, 2021 from $2.5 million for the three months ended 2020.2021. The $1.1$0.7 million increase was primarily due to a $1.0$1.3 million increase in expenses incurredsalaries and benefits expense, of which $1.1 million is related to the former CEO’s severance pay pursuant to the Separation and Release Agreement dated August 31, 2022, and a $0.2 million increase in connection withsalaries and benefits expense due to an increase in personnel and the SRC’s effortsperformance-based bonus accrual. The increase in general and administrative expense also included a $0.7 million increase in audit and legal fees related to identify, reviewamending the Company’s Articles of Incorporation and exploreBylaws and other corporate governance, financing and strategic alternatives for the Company; such expenses primarily consist of legalmatters. The increase was partially offset by a $0.9 million decrease in corporate strategic planning and financial consultingrelated special committee board fees, as well as Board compensation.a $0.1 million decrease in stock-based compensation expense related to the forfeiture of stock-options held by the former CEO upon his departure on September 30, 2022.

Other (Expense) Income, (expense), Net

Other expense, net for three months ended September 30, 2022 reflected a net aggregate fair market value gain of $1.8 million on our warrant derivatives and Bioventus common stock. Other income, (expense), net for three months ended September 30, 2021 reflected a net fair market value loss of $0.2 million on our warrant derivatives and a net fair market value gain of $0.3 million on our Misonix common stock. Other income (expense), netstock, which was tendered in October 2021 in exchange for the three months ended September 30, 2020 reflected a net fair market value gain$1.9 million in cash and 71,361 shares of $0.1 million on our warrant derivatives and a net fair market value loss of $0.2 million on our MisonixBioventus common stock.

Income Tax Expense (Benefit)

During the three months ended September 30, 20212022 and 2020,2021, we recognized income tax expense of $0.5$1.9 million and income tax benefit of $0.5 million, respectively. The $1.0$1.4 million increase in income tax expense is athe result of higheran increase in taxable income for the three months ended September 30, 20212022 when compared to the same period of the priorprevious year.

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Comparison of the Nine Months Ended September 30, 20212022 and 20202021 (in millions)

 Nine Months Ended
September 30,
    Nine Months Ended September 30,  
 2021  2020  Change  2022 2021 Change
Revenues $41.2  $25.8  $15.4  $31.7  $41.2  $(9.5)
Provision for credit losses and impairment expenses     0.2   (0.2)
Interest expense  0.3   0.4   (0.1)  0.2   0.3   (0.1)
Pharmaceutical manufacturing, research and development expense  5.6   3.3   2.3   5.2   5.6   (0.4)
Change in fair value of acquisition-related contingent consideration  (0.1)  2.0   (2.1)     (0.1)  0.1 
Depreciation and amortization expense  3.3   9.6   (6.3)  2.0   3.3   (1.3)
General and administrative expense  9.8   8.2   1.6 
Other income (expense), net  2.2   (1.8)  4.0 
Income tax expense (benefit)  5.0   (0.2)  5.2 
Consolidated net income  19.6   0.6   19.0 
General and administrative  10.5   9.8   0.7 
Other income, net  0.1   2.2   (2.1)
Income tax expense  3.2   5.0   (1.8)
Net income  10.7   19.6   (8.9)

 

22

Revenues

We generated revenues of $41.2 million and $25.8Revenues decreased to $31.7 million for the nine months ended September 30, 2021 and 2020, respectively.2022 from $41.2 million for the nine months ended September 30, 2021. The $15.4$9.5 million increasedecrease in revenue consisted primarily of a $6.9$5.4 million increasedecrease in interest and fees earned on our finance receivablesPharmaceutical Development segment revenue and a $8.2$4.1 million increasedecrease in revenues from our Pharmaceutical Development segment.Finance Receivables segment revenue. The increasedecrease in Pharmaceutical Development segment revenue included $5.0 million of milestone revenue related to Enteris’ license agreementLicense Agreement with Cara.Cara received during the nine months ended September 30, 2022, compared to $10.0 million of milestone revenue for the same period of 2021. The $6.9 million increasedecrease in revenue attributable to our Finance Receivables segment revenue was the result ofdue to a $5.1 million net increasedecrease in royalty income and a $2.8 million increase in fees and interest earned on our finance receivablesprimarily due to funding new and existing loans. The increasethe achievement of return premiums that caused a step down in revenueroyalty rates, which was partially offset by a net increase of $1.0 million decrease in interest and fees earned on finance receivables that were paid off or paid down since the third quarter of 2020.receivables.

Provision for Credit Losses and Impairment Expense

We did not recognize any credit loss provision or impairment expense during the nine months ended September 30, 2021. We recognized impairment expense of $0.2 million on our available-for-sale debt security during the nine months ended September 30, 2020.

Interest Expense

Interest expense consists of interest accrued on our revolving line of credit, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense for the nine months ended September 30, 2022 and 2021 was $0.2 million and 2020 was $0.3 million, and $0.4 million, respectively.

Pharmaceutical Manufacturing, Research and Development Expense

 

Pharmaceutical manufacturing, research and development expense increaseddecreased from $3.3$5.6 million for the nine months ended September 30, 20202021 to $5.6$5.2 million for the nine months ended September 30, 2021.2022. The $2.3$0.4 million increasedecrease was primarily due to an increasea decrease in manufacturing materials for pipeline projects and clinical trials.

 

Change in Fair Value of Acquisition-Related Contingent Consideration

We recognized a $0.1 million change in fair value of acquisition-related contingent consideration during the nine months ended September 30, 2021, and a $2.0 million remeasurement adjustment was made during the three months ended September 30, 2020. Please refer to Part I, Item I, Financial Statements, Note 7 of the notes to the unaudited condensed consolidated financial statements for further information regarding acquisition-related contingent consideration.

Depreciation and Amortization

 

The $6.3$1.3 million decrease in depreciation and amortization expense for the nine months ended September 30, 20212022 primarily consists of a decrease in amortization expense related to the intangible assets of Enteris. Amortization expense is aligned with the expected future cash flows of the intangible assets.

25

General and Administrative

General and administrative expenses consist primarily of compensation,compensation; stock-based compensation and related costs for management, staff and Board,Board; legal and audit expenses,expenses; and corporate governance expenses. General and administrative expenses increased to $10.5 million for the nine months ended September 30, 2022 from $9.8 million for the nine months ended September 30, 2021 from $8.22021. The $0.7 million increase was primarily due to a $1.1 million increase in salaries and benefits expense related to the former CEO’s severance pay pursuant to the Separation and Release Agreement dated August 31, 2022. The increase in general and administrative expense also included a $0.9 million increase in audit and legal fees related to amending the Company’s Articles of Incorporation and Bylaws and other corporate governance, financing and strategic matters. The increase was partially offset by a $1.4 million decrease in corporate strategic planning and related special committee board fees, as well as a $0.1 million decrease in stock-based compensation expense related to the forfeiture of stock-options held by the former CEO upon his departure on September 30, 2022.

Other Income, Net

Other income, net for the nine months ended September 30, 2020. The $1.62022 reflected a net aggregate fair market value gain of $0.1 million increase was primarily due to a $1.4 million increase in expenses incurred in connection with the SRC’s efforts to identify, reviewon our warrant derivatives and explore strategic alternatives for the Company; such expenses primarily consist of legal and financial consulting fees, as well as Board compensation. The increase also included a $0.2 million increase in salaries and benefits expense, as well as a $0.3 million increase in overall office, insurance and rent expense. The increase was partially offset by a $0.2 million decrease in other professional fees.

Other Income (Expense), Net

Bioventus common stock. Other income, net for the nine months ended September 30, 2021 reflected a net fair market value gain of $0.7 million on our warrant derivatives and a net fair market value gain of $1.6 million on our Misonix common stock. Other expense, netstock, which was tendered in October 2021 in exchange for the nine months ended September 30, 2020 reflected a net fair market value loss$1.9 million in cash and 71,361 shares of $1.2 million on our warrant derivatives and a net fair market value loss of $0.7 million on our MisonixBioventus common stock.

23

Income Tax Expense

During the nine months ended September 30, 20212022 and 2020,2021, we recognized income tax expense of $5.0$3.2 million and tax benefit of $0.2$5.0 million, respectively. The $5.2$1.8 million increasedecrease in income tax expense is athe result of highera decrease in taxable income for the nine months ended September 30, 20212022 when compared to the same period of the priorprevious year.

Liquidity and Capital Resources

As of September 30, 2021,2022, we had $18.6$19.4 million in cash and cash equivalents, compared to $3.0$42.9 million in cash and cash equivalents as of December 31, 2020.2021. The primary driver of the $15.6$23.5 million increasedecrease in our cash balance was $58.3$71.2 million of investment funding, net of deferred fees and origination expenses; $8.2 million for payments of accounts payable, including $1.9 million for Enteris’s internal pipeline and business development projects; payroll and benefits expense of $8.3 million; $0.6 million to repurchase shares of the Company’s common stock on the open market; and $0.3 million of credit facility interest and other expenses. The decrease in cash and cash equivalents was partially offset by $64.4 million of interest, fees, principal and royalty payments received on our finance receivables and a net $5.0$0.7 million of customer payments generated by our Pharmaceutical Development segment (the net $5.0 million includes a $10.0 million payment related to the completion of a milestone under the License Agreement less $6.1 million paid to the seller of Enteris, pursuant to the provisions of the merger agreement). The increase was partially offset by $19.8 million of investment funding, net of deferred fees and origination expenses; $16.0 million of accounts payable, payroll and benefits expense, including $3.2 million for Enteris’ internal pipeline projects; and $11.8 million of net borrowings and repayments on our credit facility.segment.

Subsequent to September 30, 2021, we received $35.7 million of interest, fees and principal payments on our finance receivables, including $32.1 million for the payoff of two term loans (please refer to Part I. Financial Information, Item 1. Financial Statements, Note 11 of the notes to the unaudited condensed consolidated financial statements for further details). As of November 8, 2021, we had $56.8 million in cash and cash equivalents.

Our ability to generate cash in the future depends primarily upon our success in implementing our Finance Receivables business model of generating income by providing capital to a broad range of life science companies, institutions and inventors, as well as the success of our Pharmaceutical Development segment. We generate income primarily from four sources:

1.Primarily owning or financing through debt investments, royalties generated by the sales of life science products and related intellectual property;

2.Receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector;

3.Pharmaceutical development, manufacturing, and licensing activities utilizing the Peptelligence® platform; and

4.To a lesser extent, realizing capital appreciation from equity-related investments in the life science sector.

 

As of September 30, 2021,2022, our finance receivables portfolio contains $196.1$213.0 million of finance receivables, $3.0$0.6 million of marketable investments, and $3.5 million related to our cost method investment. In the aggregate, we expect these assets to generate positive cash flows in 2021. However, the COVID-19 pandemic has created substantial uncertainty in the global markets and economy; therefore, we will continue to monitor the short and long-term impact this may have on our finance receivables portfolio.2022. In addition, the majority of our finance receivables portfolio are debt instruments that carry floating interest rates with a LIBOR-basedreference rate-based interest rate floor. Changes in interest rates, including LIBORthe underlying reference rates, may affect the interest income for debt instruments with floating rates. We believe we are well positioned to benefit should market interest rates rise in the future.

26

We expect the Pharmaceutical Development segment to generate positive cash flow above its expenses from proceeds received under its license agreements and customer relationships; however, the timing of the receipt of payments under the license agreements is uncertain and dependent upon the success of our technology licensees’ pharmaceutical development candidates. Also, the COVID-19 pandemic has resulted in disruption and delays to pharmaceutical clinical trials in general and may impact the expected timing of our technology licensees’ ability to achieve milestones upon which we receive income pursuant to our license agreements.

Though we expect in the aggregate that the Company will generate positive cash flow in excess of our expenses, given the abrupt decline in global economic activity, and the uncertain recovery from such decline, caused by COVID-19, we cannot predict this with certainty.

We entered into a $20.0 million revolving credit facility in June 2018. The credit facility was amended on September 27, 202126, 2022 to extend the termination date to September 30, 2022 and to increase the credit facility commitment to $22.0 million.November 29, 2022. We continue to explore other optionswork with respectour current lender to a newextend our credit facility. As of September 30, 2021, approximately2022, $22.0 million was available for borrowing under the credit facility.

Off-Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage partner companies’ requests for funding and take the form of loan commitments and lines of credit.

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the partner company defaults, and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Please refer to Item 1. Financial Statements, Note 76 of the notes to the unaudited condensed consolidated financial statements.statements

27

 24

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 

During the nine months ended September 30, 2021,2022, our cash and cash equivalents were deposited in accounts at well capitalized financial institutions. The fair value of our cash and cash equivalents at September 30, 20212022 approximated its carrying value.

Investment and Interest Rate Risk 

We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flow.

As we seek to provide capital to a broad range of life science companies, institutions and investors with the majority of our finance receivables portfolio paying interest based on floating interest rates with a LIBORreference rate floor, our net investment income is dependent, in part, upon the difference between the rate at which we earn on our cash and cash equivalents and the rate at which we lend those funds to third parties. As a result, we are subject to risks relating to changes in market interest rates. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations by providing capital at variable interest rates. We do not currently engage in any interest rate hedging activities. We constantly monitor our portfolio and position our portfolio to respond appropriately to a reduction in credit rating of any of our investments.

During 2018, weWe have entered into a revolving credit facility. As we borrow funds to make additional investments, our income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we are subject to risks relating to changes in market interest rates. In periods of rising interest rates when we have debt outstanding, our cost of funds would increase, which could reduce our income, especially to the extent we continue to hold fixed rate investments. We generally seek to mitigate this risk by pricing our debt investments with floating interest rates to maintain the spread of our portfolio over the cost of leverage. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations, which we have not done. Adverse developments resulting from changes in interest rates or hedging transactions could have a materially adverse effect on our business, financial condition and results of operations. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our investment income, net of borrowing expenses.

Inflation

 

We do not believe that inflation has had a significant impact on our revenues or operations.

ITEM 4.      CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting 

There have been no changes during the nine months ended September 30, 20212022 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS 

We are involved in, or have been involved in, arbitrations or various other legal proceedings that arise from the normal course of our business. We cannot predict the timing or outcome of these claims and other proceedings. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material negative impact on our results of operations, balance sheets and cash flows due to defense costs, and divert management resources. Currently, we are not involved in any arbitration and/or other legal proceeding that we expect to have a material effect on our business, financial condition, results of operations and cash flows.

ITEM 1A.    RISK FACTORS

Information regarding the Company’s risk factors appears in “Part I. – Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, filed with the SEC on March 31, 2021.25, 2022. There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.On May 31, 2022, the Board authorized a share repurchase program under which the Company was authorized to repurchase up to $10.0 million of the Company’s outstanding shares of common stock, or approximately 714,286 common shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act. The purchase period is July 1, 2022 through May 15, 2023.

As of September 30, 2022, the Company has repurchased 34,463 shares under the share repurchase programs at a total cost of $0.6 million, or $17.49 per share. As of September 30, 2022, the maximum number of shares that may yet be purchased under the plan is 679,823 shares.

The table below summarizes information about our purchases of common stock during the three months ended September 30, 2022:

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan
July 1, 2022 - July 31, 2022   10,361  $17.84   10,361   703,925 
August 1, 2022 - August 31, 2022   7,524   18.12   7,524   696,401 
September 1, 2022 - September 30, 2022   16,578   16.72   16,578   679,823 
    34,463  $17.49   34,463     

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.      MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.      OTHER INFORMATION.

None.

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ITEM 6.       EXHIBITS

FilingFiled
NumberExhibit DescriptionFormExhibitDateHerewith
31.01Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.02Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.01Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*X
32.02Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*X
101.INS+XBRL InstanceX
101.SCH+XBRL Taxonomy Extension SchemaX
101.CAL+XBRL Taxonomy Extension CalculationX
101.DEF+XBRL Taxonomy Extension DefinitionX
101.LAB+XBRL Taxonomy Extension LabelsX
101.PRE+XBRL Taxonomy Extension PresentationX
NumberExhibit Description    Filing Filed
  Form Exhibit Date Herewith
         
3.1Third Amended and Restated Certificate of Incorporation.8-K 3.1 08/10/22  
         
3.2Amended and Restated Bylaws as of August 12, 2022.8-K 3.2 08/10/22  
         
10.1Offer Letter, dated September 19, 2022, by and between the Company and Jody Staggs.      X
         
10.2Separation and Release Agreement, dated August 31, 2022, by and between the Company and Winston L. Black III.      X
         
10.3Fourth Amendment to Loan and Security Agreement, dated September 26, 2022, by and among SWK Holdings Corporation, SWK Funding LLC and Cadence Bank, N.A.8-K 10.1 09/28/22  
         
         
31.01Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      X
         
31.02Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      X
         
32.01Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*      X
         
32.02Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*      X
         
101.INS+XBRL Instance      X
         
101.SCH+XBRL Taxonomy Extension Schema      X
         
101.CAL+XBRL Taxonomy Extension Calculation      X
         
101.DEF+XBRL Taxonomy Extension Definition      X
         
101.LAB+XBRL Taxonomy Extension Labels      X
         
101.PRE+XBRL Taxonomy Extension Presentation      X
         

* These certifications accompany this Quarterly Report on Form 10-Q. They are not deemed “filed” with the Securities and Exchange Commission and are not to be incorporated by reference in any filing of SWK Holdings Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. 

 

+ XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 12, 2021. 9, 2022.

SWK Holdings Corporation
By:  /s/ Winston L. BlackJoe D. Staggs
Winston L. BlackJoe D. Staggs
President and Interim Chief Executive Officer
(Principal Executive Officer)
By:/s/ CharlesYvette M. JacobsonHeinrichson
CharlesYvette M. JacobsonHeinrichson
Chief Financial Officer
(Principal Financial Officer)

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