Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 07, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Central Index Key | '0001089907 | ' |
Entity Registrant Name | 'SWK Holdings Corporation | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 99,082,894 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $69,183 | $7,664 |
Accounts receivable | 696 | 528 |
Prepaid expenses and other current assets | 521 | 16 |
Finance receivables | 961 | 660 |
Deferred tax asset | 136 | 164 |
Total current assets | 71,497 | 9,032 |
Finance receivables | 40,505 | 28,626 |
Marketable investments | 4,849 | 3,119 |
Investment in unconsolidated entities | 9,347 | 10,425 |
Deferred tax asset | 7,869 | 9,639 |
Debt issuance costs | 416 | 523 |
Other assets | 619 | 211 |
Total assets | 135,102 | 61,575 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 694 | 363 |
Total current liabilities | 694 | 363 |
Loan credit agreement | ' | 5,000 |
Warrant liability | 536 | 292 |
Other long-term liabilities | ' | 3 |
Total liabilities | 1,230 | 5,658 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Common stock, $0.001 par value; 250,000,000 shares authorized; 99,082,894 and 43,034,894 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 99 | 43 |
Additional paid-in capital | 4,396,652 | 4,321,454 |
Accumulated deficit | -4,267,912 | -4,271,193 |
Accumulated other comprehensive income | ' | ' |
Total SWK Holdings Corporation stockholders' equity | 128,839 | 50,304 |
Non-controlling interests in consolidated entities | 5,033 | 5,613 |
Total stockholders' equity | 133,872 | 55,917 |
Total liabilities and stockholders' equity | $135,102 | $61,575 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 99,082,894 | 43,034,894 |
Common stock, shares outstanding | 99,082,894 | 43,034,894 |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | ' | ' | ' | ' |
Finance receivable interest income, including fees | $1,850 | $811 | $5,866 | $1,738 |
Marketable investments interest income | 91 | 79 | 269 | 79 |
Income related to investments in unconsolidated entities | 1,769 | 627 | 4,465 | 1,042 |
Management fees | 8 | 41 | 146 | 140 |
Total Revenues | 3,718 | 1,558 | 10,746 | 2,999 |
Costs and expenses: | ' | ' | ' | ' |
General and administrative | 1,131 | 463 | 2,542 | 1,278 |
Total costs and expenses | 1,131 | 463 | 2,542 | 1,278 |
Income from operations | 2,587 | 1,095 | 8,204 | 1,721 |
Interest and other income (expense), net | -711 | -133 | -747 | -96 |
Income before provision for income tax | 1,876 | 962 | 7,457 | 1,625 |
Provision for income tax | 500 | 13 | 1,798 | 23 |
Consolidated net income (loss) | 1,376 | 949 | 5,659 | 1,602 |
Net income attributable to non-controlling interests | 944 | 329 | 2,378 | 543 |
Net income attributable to SWK Holdings Corporation Stockholders | $432 | $620 | $3,281 | $1,059 |
Net income per share attributable to SWK Holdings Corporation Stockholders | ' | ' | ' | ' |
Basic (in Dollars per share) | $0.01 | $0.01 | $0.07 | $0.03 |
Diluted (in Dollars per share) | $0.01 | $0.01 | $0.07 | $0.03 |
Weighted Average Shares | ' | ' | ' | ' |
Basic (in Shares) | 67,286,000 | 41,352,000 | 50,180,000 | 41,340,000 |
Diluted (in Shares) | 67,573,000 | 41,464,000 | 50,223,000 | 41,424,000 |
Unaudited_Condensed_Consolidat3
Unaudited Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Consolidated net income | $1,376 | $949 | $5,659 | $1,602 |
Unrealized gains on investment in securities | ' | ' | ' | ' |
Unrealized holding gains arising during period | ' | ' | ' | ' |
Less: reclassification adjustment for gains included in net income | ' | ' | ' | ' |
Total other comprehensive income | ' | ' | ' | ' |
Comprehensive income | 1,376 | 949 | 5,659 | 1,602 |
Comprehensive income attributable to non-controlling interests | 944 | 329 | 2,378 | 543 |
Comprehensive income attributable to SWK Holdings Corporation Stockholders | $432 | $620 | $3,281 | $1,059 |
Unaudited_Condensed_Consolidat4
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Consolidated net income | $5,659 | $1,602 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ' | ' |
Income from investments in unconsolidated entities | -4,465 | -1,042 |
Deferred income taxes | 1,798 | ' |
Interest income in excess of cash collected | -894 | ' |
Loan discount amortization and fee accretion | -206 | -224 |
Change in fair value of warrants | 197 | 125 |
Stock-based compensation | 755 | 203 |
Debt issuance cost amortization | 107 | 16 |
Depreciation and amortization | 2 | 2 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -168 | -92 |
Restricted cash | ' | 391 |
Prepaid expenses and other assets | -505 | 4 |
Interest reserve | ' | -393 |
Accounts payable and accrued liabilities | 328 | 283 |
Net cash provided by operating activities | 2,608 | 875 |
Cash flows from investing activities: | ' | ' |
Cash distributions from investments in unconsolidated entities | 5,543 | 3,403 |
Net increase in finance receivables | -11,672 | -13,789 |
Investment in marketable investments | -1,500 | -3,000 |
Purchases of property and equipment | -1 | -4 |
Net cash provided by (used in) investing activities | -7,630 | -13,390 |
Cash flows from financing activities: | ' | ' |
Net proceeds from issuance of common stock | 74,499 | ' |
Net repayment of loan credit agreement | -5,000 | ' |
Distributions to non-controlling interests | -2,958 | -1,815 |
Debt issuance costs | ' | -335 |
Net cash provided by (used in) financing activities | 66,541 | -2,150 |
Net increase (decrease) in cash and cash equivalents | 61,519 | -14,665 |
Cash and cash equivalents at beginning of period | 7,664 | 24,584 |
Cash and cash equivalents at end of period | $69,183 | $9,919 |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ' |
Cash Flow, Supplemental Disclosures [Text Block] | ' |
The Company received a warrant for 347,222 common shares at an exercise price of $0.43 per share in conjunction with the additional draw on a term loan on February 4, 2014. The fair value of the warrant at time of receipt was $99,000. The warrant is reflected in other assets in the unaudited condensed consolidated balance sheet. | |
The Company received a warrant for 681,090 common shares at an exercise price of $0.94 per share in conjunction with a new term loan on July 30, 2014. The fair value of the warrant at the time of receipt was $379,000. On September 9, 2014, the Company assigned rights under the warrant to 200,321 common shares to an investment management client as part of a Loan Assignment. The fair value of the assigned rights at time of transfer was $115,000. The warrant, net of portion assigned, is reflected in other assets in the unaudited condensed consolidated balance sheet. | |
On September 15, 2014, the Company was issued 165,374 shares of Series F Preferred Stock of SynCardia, Inc. in lieu of cash payment of $230,00 on the SynCardia Second Lien Credit Agreement. |
SWK_Holdings_Corporation_and_S
SWK Holdings Corporation and Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
SWK Holdings Corporation and Summary of Significant Accounting Policies | ' | ||||||||||||||||
Note 1. SWK Holdings Corporation and Summary of Significant Accounting Policies | |||||||||||||||||
Nature of Operations | |||||||||||||||||
SWK Holdings Corporation (“SWK” or the “Company”) is engaged in investing in the pharmaceutical and biotechnology royalty securitization market. The Company’s strategy is to provide capital to a broad range of life science companies, institutions and inventors. The Company is currently focused on monetizing cash flow streams derived from commercial-stage products and related intellectual property through royalty purchases and financings, as well as through the creation of synthetic revenue interests in commercialized products. The Company intends to fill a niche that it believes is underserved in the sub-$50 million transaction size. The Company’s goal is to redeploy its existing assets to earn interest, fee, and other income pursuant to this strategy, and the Company continues to identify and review financing and similar opportunities on an ongoing basis. In addition the Company is also engaged in the business of providing investment advisory services to institutional clients. | |||||||||||||||||
The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. The Company believes that the foregoing business strategies can create value for its stockholders, and produce prospective taxable income (or the ability to generate capital gains) that might permit the Company to utilize the NOLs. The Company is unable to assure investors that it will find suitable financing opportunities or that it will be able to utilize its existing NOLs. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited condensed 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 is less than 50%. The related governing agreements provide the Company with broad powers, and the other parties do not participate in the management of the entity and do not have the substantial ability to remove the Company. The Company has reviewed each of the underlying agreements to determine if it has effective control. If circumstances changed and it was determined this control did not exist, this investment would be recorded using the equity method of accounting. Although this would change individual line items within the Company’s condensed consolidated financial statements, it would have no effect on our operations and/or total stockholders’ equity attributable to the Company. The Company operates in one operating segment with a single management team that reports to the chief executive officer, who is the Company’s chief operating decision maker. | |||||||||||||||||
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, 2014. 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, 2013, filed with the SEC on March 31, 2014. | |||||||||||||||||
Variable Interest Entities | |||||||||||||||||
An entity is referred to as a VIE if it possesses one of the following criteria: (i) it is thinly capitalized, (ii) the residual equity holders do not control the entity, (iii) the equity holders are shielded from the economic losses, (iv) the equity holders do not participate fully in the entity’s residual economics, or (v) the entity was established with non-substantive voting interests. The Company consolidates a VIE when it has both the power to direct the activities that most significantly impact the activities of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. Along with the VIEs that are consolidated in accordance with these guidelines, the Company also holds variable interests in other VIEs that are not consolidated because it is not the primary beneficiary. The Company continually monitors both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change. See Note 4 for further discussion of VIEs. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the Company’s unaudited condensed 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 unaudited condensed 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, impairment of financing receivables and long-lived assets, valuation of warrants, useful lives of property and equipment, 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 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 us to change those estimates and assumptions. Market conditions, such as illiquid credit markets, volatile equity markets, and economic downturn, 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 condensed 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. | |||||||||||||||||
Equity Method Investments | |||||||||||||||||
The Company accounts for portfolio companies whose results are not consolidated, but over which it exercises significant influence, under the equity method of accounting. Whether or not the Company exercises significant influence with respect to a portfolio company depends on an evaluation of several factors including, among others, representation of the Company on the portfolio company’s board of directors and the Company’s ownership level. Under the equity method of accounting, the Company does not reflect a portfolio company’s financial statements within the company’s unaudited consolidated financial statements; however, the Company’s share of the income or loss of such portfolio company is reflected in income in the unaudited condensed consolidated statements of income. The Company includes the carrying value of equity method portfolio companies as part of the investment in unconsolidated entities on the unaudited condensed consolidated balance sheets. | |||||||||||||||||
When the Company’s carrying value in an equity method portfolio company is reduced to zero, the Company records no further losses in its unaudited condensed consolidated statements of income unless the Company has an outstanding guarantee obligation or has committed additional funding to such equity method portfolio company. When such equity method portfolio company subsequently reports income, the Company will not record its share of such income until it exceeds the amount of the Company’s share of losses not previously recognized. | |||||||||||||||||
Finance Receivables | |||||||||||||||||
The Company extends credit to customers through a variety of financing arrangements, including revenue interest term loans. The amounts outstanding on loans are referred to as finance receivables and are included in Finance Receivables on the unaudited condensed consolidated balance sheets. It is the Company’s expectation that the loans originated will be held for the foreseeable future or until maturity. In certain situations, for example to manage concentrations and/or credit risk, some or all of certain exposures may be sold. Loans for which the Company has the intent and ability to hold for the foreseeable future or until maturity are classified as held for investment (“HFI”). If the Company no longer has the intent or ability to hold loans for the foreseeable future, then the loans are transferred to held for sale (“HFS”). Loans entered into with the intent to resell are classified as HFS. | |||||||||||||||||
If it is determined that a loan should be transferred from HFI to HFS, then the balance is transferred at the lower of cost or fair value. At the time of transfer, a write-down of the loan is recorded as a write-off when the carrying amount exceeds fair value and the difference relates to credit quality, otherwise the write-down is recorded as a reduction in interest and other income (expense), net, and any loan loss reserve is reversed. Once classified as HFS, the amount by which the carrying value exceeds fair value is recorded as a valuation allowance and is reflected as a reduction to interest and other income. | |||||||||||||||||
If it is determined that a loan should be transferred from HFS to HFI, the loan is transferred at the lower of cost or fair value on the transfer date, which coincides with the date of change in management’s intent. The difference between the carrying value of the loan and the fair value, if lower, is reflected as a loan discount at the transfer date, which reduces its carrying value. Subsequent to the transfer, the discount is accreted into earnings as an increase to finance revenue over the life of the loan using the effective interest method. | |||||||||||||||||
Finance receivables are stated at their principal amounts inclusive of deferred loan origination fees. Interest income is credited as earned based on the effective interest rate method except when a finance receivable becomes past due 90 days or more and doubt exists as to the ultimate collection of interest or principal; in those cases the recognition of income is discontinued. | |||||||||||||||||
Marketable Investments | |||||||||||||||||
The Company’s marketable investment portfolio includes two equity securities and one debt security as of September 30, 2014, and one equity security and one debt security as of December 31, 2013. The debt security is classified as an available-for-sale security, which is reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive income, net of applicable income taxes. In any case where fair value might fall below amortized cost, the Company would consider whether that security is other-than-temporarily impaired using all available information about the collectability of the security. The Company would not consider that an other-than temporary impairment for a debt security has occurred if (1) the Company does not intend to sell the debt security, (2) it is not more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis and (3) the present value of estimated cash flows will fully cover the amortized cost of the security. The Company would consider that an other-than-temporary impairment has occurred if any of the above mentioned three conditions are not met. | |||||||||||||||||
For a debt security for which an other-than-temporary impairment is considered to have occurred, the Company would recognize the entire difference between the amortized cost and the fair value in earnings if the Company intends to sell the debt security or it is more likely than not that the Company will be able to sell the debt security before recovery of its amortized cost basis. If the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis, the Company would separate the difference between the amortized cost and the fair value of the debt security into the credit loss component and the non-credit loss component. The credit loss component would be recognized in earnings and the non-credit loss component would be recognized in other comprehensive income, net of applicable income taxes. | |||||||||||||||||
The Company’s equity securities as of September 30, 2014, represent shares in privately-held companies and do not have a readily determinable fair value. As such they are currently reflected at cost. As of September 30, 2014, there are no indicators of impairment for these securities. | |||||||||||||||||
Derivatives | |||||||||||||||||
All derivatives held by the Company are recognized in the unaudited condensed consolidated balance sheets at fair value. The accounting treatment for subsequent changes in the fair value depends on their use, and whether they qualify as effective “hedges” for accounting purposes. Derivatives that are not hedges must be adjusted to fair value through the unaudited condensed consolidated statements of income. If a derivative is a hedge, then depending on its nature, changes in its fair value will be either offset against change in the fair value of hedged assets or liabilities through the unaudited condensed consolidated statements of income, or recorded in other comprehensive income. The Company had no derivatives designated as hedges as of September 30, 2014, and December 31, 2013. The Company holds four warrants issued to the Company in conjunction with the term loan investments discussed in Note 2. These warrants are included in other assets in the unaudited condensed consolidated balance sheets. The Company issued a warrant on its own common stock in the year ended December 31, 2013, in conjunction with its credit facility discussed in Note 5. This warrant meets the definition of a derivative and is reflected as warrant liability at fair value in the unaudited condensed consolidated balance sheets as of September 30, 2014, and December 31, 2013. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company records interest income on an accrual basis based on the effective interest rate method to the extent that it expects to collect such amounts. The Company recognizes investment management fees as earned over the period the services are rendered. In general, the majority of investment management fees earned are charged either monthly or quarterly. Incentive fees, if any, are recognized when earned at the end of the relevant performance period, pursuant to the underlying contract. Other administrative service revenues are recognized when contractual obligations are fulfilled or as services are provided. | |||||||||||||||||
Certain Risks and Concentrations | |||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, finance receivables and marketable investments. The Company invests its excess cash with major U.S. banks and financial institutions. The Company has not experienced any losses on its cash and cash equivalents. | |||||||||||||||||
The Company performs ongoing credit evaluations of its customers and generally requires collateral. For the nine months ended September 30, 2014 and 2013, three partner companies accounted for 69 percent and 85 percent of total revenue, respectively. For the three months ended September 30, 2014, two partner companies accounted for 65 percent of total revenue. For the three months ended September 30, 2013, three partner companies accounted for 78 percent of total revenue. | |||||||||||||||||
The Company does not expect its current or future credit risk exposures to have a significant impact on its operations. However, there can be no assurance that its business will not experience any adverse impact from credit risk in the future. | |||||||||||||||||
Net Income per Share | |||||||||||||||||
Basic net income per share is computed using the weighted average number of outstanding shares of common stock. Diluted net income per share is computed using the weighted 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 earnings per share for the following (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to SWK Holdings Corporation Shareholders | $ | 432 | $ | 620 | $ | 3,281 | $ | 1,059 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 67,286 | 41,352 | 50,180 | 41,340 | |||||||||||||
Effect of dilutive securities | 287 | 112 | 43 | 84 | |||||||||||||
Weighted-average diluted shares | 67,573 | 41,464 | 50,223 | 41,424 | |||||||||||||
Basic earnings per share | $ | 0.01 | $ | 0.01 | $ | 0.07 | $ | 0.03 | |||||||||
Diluted earnings per share | $ | 0.01 | $ | 0.01 | $ | 0.07 | $ | 0.03 | |||||||||
For the three and nine month periods ended September 30, 2014 and 2013, outstanding stock options and warrants to purchase shares of common stock in an aggregate of approximately 5.9 million, 6.1 million, 4.2 million and 4.2 million shares, respectively, have been excluded from the calculation of diluted net income per share as all such securities were anti-dilutive. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, (“ASU 2014-09”), “Revenue from Contracts with Customers”. The objective of ASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. Early adoption is not permitted. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. | |||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. |
Finance_Receivables
Finance Receivables | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Finance Receivables | ' | ||||||||
Note 2. Finance Receivables | |||||||||
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. | |||||||||
The carrying value of finance receivables are as follows (in thousands): | |||||||||
Portfolio | 30-Sep-14 | December 31, 2013 | |||||||
Term Loans | $ | 29,702 | $ | 21,420 | |||||
Royalty Purchases | 11,764 | 7,866 | |||||||
Total | 41,466 | 29,286 | |||||||
Less: current portion | (961 | ) | (660 | ) | |||||
Total noncurrent portion of finance receivables | $ | 40,505 | $ | 28,626 | |||||
Term Loans | |||||||||
Nautilus Neurosciences, Inc. | |||||||||
On December 5, 2012, the Company entered into a credit agreement pursuant to which the lenders party thereto provided to a neurology-focused specialty pharmaceutical company a term loan in the principal amount of $22,500,000. The loan was repaid on December 17, 2013. The Company initially provided $19,000,000 and a client of the Company provided the remaining $3,500,000 of the loan. The Company subsequently assigned $12,500,000 of the loan to its clients and retained the remaining $6,500,000. The loan was managed by the Company on behalf of its clients pursuant to the terms of each client’s investment management agreement. The Company recognized $335,000 and $1,002,000 in interest income, recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2013, respectively. | |||||||||
Tribute | |||||||||
On August 8, 2013, the Company entered into a credit agreement pursuant to which the Company provided to Tribute Pharmaceuticals Canada Inc. (“Tribute”) a secured term loan in the principal amount of $8,000,000. The loan matures on August 8, 2018. The Company provided $6,000,000 at closing and an additional $2,000,000 on February 4, 2014. On October 1, 2014, the credit agreement was amended to increase the secured term loan total commitment to $17,000,000, with $6,000,000 funded at the time of the amendment. The unfunded commitment under the loan is currently $3,000,000. | |||||||||
Interest and principal under the loan will be paid by a tiered revenue interest that is charged on quarterly net sales and royalties of Tribute applied in the following priority first, to the payment of all accrued but unpaid interest until paid in full; second to the payment of all principal of the loans. | |||||||||
The loan accrues interest at the LIBOR rate, plus an applicable margin, subject to a 13.5% minimum. In addition, the Company earned an origination fee at closing, and the Company is entitled to an exit fee upon the maturity of the loan, both of which will be accreted to interest income over the term of the loan. The Company recognized $307,000 and $868,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. The Company recognized $130,000 for the three and nine months ended September 30, 2013. | |||||||||
In connection with the loan and at closing, Tribute also issued the Company a warrant to purchase 755,794 common shares at an exercise price of $0.60 per share that may be exercised at any time prior to August 8, 2020, with an initial fair value of $334,000. In conjunction with the additional draw on February 4, 2014, Tribute issued an additional warrant to purchase 347,222 common shares at an exercise price of $0.432 per share that may be exercised at any time prior to February 4, 2021, with an initial fair value of $99,000. In conjunction with the credit agreement amendment on October 1, 2014, Tribute issued an additional warrant to purchase 740,000 common shares at an exercise price of $0.70 per share that may be exercised at any time prior to October 1, 2019. | |||||||||
The fair market value of the warrants was $385,000 and $204,000 at September 30, 2014, and December 31, 2013, respectively, and is included in other assets in the unaudited condensed consolidated balance sheets. An unrealized holding loss of $316,000 and an unrealized holding gain of $82,000 were included in interest and other income (expense), net in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. An unrealized holding loss of $69,000 was included in interest and other income (expense), net for the three and nine months ended September 30, 2013. The Company determined the fair value of the warrants outstanding at September 30, 2014, and December 31, 2013, using the Black-Scholes option pricing model with the following assumptions: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Average Dividend rate | 0 | % | 0 | % | |||||
Average Risk-free rate | 2.2 | % | 2.5 | % | |||||
Average Expected life (years) | 6 | 6.6 | |||||||
Average Expected volatility | 97 | % | 97 | % | |||||
In the event of a change of control, a merger or a sale of all or substantially all of Tribute’s assets, the loan shall be due and payable. The Company will be entitled to certain additional payments in connection with repayments of the loan, both on maturity and in connection with a prepayment or partial prepayment. Pursuant to the terms of the credit agreement, Tribute entered into a guaranty and collateral agreement granting the Company a security interest in substantially all of Tribute’s assets. The credit agreement contains certain affirmative and negative covenants. The obligations under the credit agreement to repay the loan may be accelerated upon the occurrence of an event of default under the credit agreement. | |||||||||
SynCardia Credit Agreement | |||||||||
First Lien Credit Agreement | |||||||||
On December 13, 2013, the Company entered into a credit agreement pursuant to which the Company provided to SynCardia Systems, Inc. (“SynCardia”), a privately-held manufacturer of the world’s first and only FDA, Health Canada and CE (Europe) approved Total Artificial Heart, a secured term loan in the principal amount of $4,000,000. The loan was an expansion of SynCardia’s existing credit facility, resulting in a total outstanding amount under the existing credit facility of $16,000,000 at closing. At the lenders’ option, the lenders can increase the term loan to $22,000,000; the Company has the right but not the obligation to advance $1,500,000 of any potential increase. The Company funded the $4,000,000, net of an original issue discount of $60,000 and an arrangement fee of $40,000 at closing. | |||||||||
The loan matures on March 5, 2018, with principal due upon maturity. The loan bears interest at a rate of 13.5%. | |||||||||
Pursuant to the terms of the credit agreement and subject to a security agreement, SynCardia granted the lenders a first priority security interest in substantially all of its assets. The security agreement contains certain affirmative and negative covenants. | |||||||||
In the event of a change of control, a merger or a sale of all or substantially all of SynCardia’s assets, the loan shall be due and payable. The lenders will be entitled to certain additional payments in connection with repayments of the loan, both on maturity and in connection with a prepayment or partial prepayment. The obligations to repay the loan may be accelerated upon the occurrence of an event of default under the credit agreement. | |||||||||
In addition to the discount and arrangement fee, the Company is entitled to an exit fee upon the maturity of the loan, both of which will be accreted to interest income over the term of the loan. The Company recognized $170,000 and $500,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. | |||||||||
Second Lien Credit Agreement | |||||||||
On December 13, 2013, the Company also entered into a second lien credit agreement, pursuant to which the Company and other lender parties thereto provided to SynCardia, a term loan in the principal amount of $10,000,000 (the “Second Lien Loan”). The Company provided $6,000,000 principal amount of the Second Lien Loan, funded at closing net of an origination fee of $90,000. The Second Lien Loan matures on December 13, 2021. | |||||||||
The Second Lien Loan shall be repaid by a tiered revenue interest that is charged on quarterly net sales and royalties of, and any other income and revenue actually received by SynCardia. Pursuant to the terms of the Second Lien Loan, SynCardia granted the lenders a second priority security interest in its assets subject to a security agreement, which contains certain affirmative and negative covenants. | |||||||||
In the event of a Change of Control, the Second Lien Loan shall be due, with the total amount payable to the lenders equal to a specified premium defined by the terms of the Second Lien Loan. The obligations to repay the Second Lien Loan may be accelerated upon the occurrence of an event of default under the terms of the Second Lien Loan. | |||||||||
The Company recognized $487,000 and $1,317,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. The Company was issued 165,374 shares of Series F Preferred Stock of SynCardia, Inc. in lieu of cash payment of $230,000. | |||||||||
Private Dental Products Company | |||||||||
On December 10, 2013, the Company entered into a credit agreement to provide a private dental products company (“Dental Products Company”) a senior secured term loan with a principal amount of $6,000,000 funded upon close net of an arrangement fee of $60,000. The Loan matures on December 10, 2018. | |||||||||
Interest and principal under the loan will be paid by a tiered revenue interest that is charged on quarterly net sales and royalties of the Dental Products Company. Pursuant to the terms of the agreement, the Company was granted a first priority security interest in substantially all of the Dental Products Company’s assets. The loan accrues interest at the Libor Rate, plus an applicable margin; the Libor Rate is subject to minimum floor values such that that minimum interest rate is 14%. | |||||||||
In the event of a change of control, a merger or a sale of all or substantially all of the Dental Products Company’s assets, the loan shall be due and payable. The Company will be entitled to certain additional payments in connection with repayments, both on maturity and in connection with prepayments. | |||||||||
The Company also received a warrant to purchase up to 225 shares of Dental Products Company’s common stock, which if exercised, is equivalent to approximately four percent ownership on a fully diluted basis. The warrant expires December 10, 2020. The warrant is valued at zero at September 30, 2014, and December 31, 2013, in the unaudited condensed consolidated balance sheets. | |||||||||
In addition to the arrangement fee, the Company is entitled to an exit fee upon the maturity of the loan, both of which will be accreted to interest income over the term of the loan. The Company recognized $226,000 and $664,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. | |||||||||
Parnell Pharmaceuticals Holdings Pty Ltd | |||||||||
On January 23, 2014, the Company entered into a credit agreement pursuant to which the lenders party thereto provided to Parnell Pharmaceuticals Holdings Pty Ltd, a leading global veterinary pharmaceutical business (“Parnell”), a term loan in the principal amount of $25,000,000. The Company provided $10,000,000 and the Company’s investment advisory clients provided the remaining $15,000,000 of the loan. The Company serves as the Agent, Sole Lead Arranger and Sole Bookrunner under the credit agreement. The loan was repaid on June 27, 2014. | |||||||||
Parnell was obligated to make payments calculated on its quarterly net sales and royalties until such time as the lenders received a 2.0x cash on cash return. The revenue based payment was subject to certain quarterly and annual caps. Pursuant to the terms of the credit agreement, Parnell granted the lenders a first priority security interest in substantially all of Parnell’s assets. | |||||||||
The Company recognized a syndication fee of $321,000 upon execution of the credit agreement and interest income of zero and $834,000 as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. | |||||||||
Response Genetics | |||||||||
On July 30, 2014, the Company entered into a credit agreement pursuant to which the Company provided to Response Genetics, Inc. (“Response”) a term loan in the principal amount of $12,000,000. The loan matures on July 30, 2020. The Company provided $8,500,000 at closing. Response can draw down the remaining $3,500,000 of the credit facility at any time until December 31, 2015, if Response achieves certain revenue thresholds, and as long as it is in compliance with all covenants under the credit agreement. | |||||||||
Interest and principal under the loan will be paid by a tiered revenue interest that is charged on quarterly net sales and royalties of Response applied in the following priority: first, to the payment of all accrued but unpaid interest until paid in full; and second to the payment of all principal of the loans. | |||||||||
The loan shall accrue interest at the LIBOR rate, plus an applicable margin, subject to a 13.5% minimum. In addition, the Company earned an origination fee at closing, and the Company is entitled to an exit fee upon the maturity of the loan, both of which will be accreted to interest income over the term of the loan. The Company recognized approximately $190,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014. | |||||||||
In connection with the loan, Response also issued the Company a warrant to purchase 681,090 common shares at an exercise price of $0.94 per share, at any time prior to July 30, 2020 with an initial fair value of $379,000, which is included in other assets on the condensed consolidated balance sheets. | |||||||||
On September 9, 2014, the Company assigned to an investment management client approximately $3,500,000 of the total term loan commitment at par. The assignment included $2,500,000 previously funded to Response, and an unfunded commitment of approximately $1,000,000. In addition the Company assigned rights under the warrant to 200,321 common shares. The fair value of the transferred warrant rights at time of the assignment was $115,000. | |||||||||
The fair market value of the warrant held by the Company at September 30, 2014 was $228,000, and is included in other assets in the unaudited condensed consolidated balance sheets. An unrealized holding loss of $36,000 was included in interest and other income (expense), net in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014. The Company determined the fair value of the warrants outstanding at September 30, 2014, using the Black-Scholes option pricing model with the following assumptions: | |||||||||
30-Sep-14 | |||||||||
Average Dividend rate | 0 | % | |||||||
Average Risk-free rate | 2.2 | % | |||||||
Average Expected life (years) | 5.8 | ||||||||
Average Expected volatility | 88 | % | |||||||
Royalty Purchases | |||||||||
Bess Royalty Purchase | |||||||||
On April 2, 2013, the Company, along with Bess Royalty, LP (“Bess”), purchased a royalty stream paid on the net sales of Besivance®, an ophthalmic antibiotic, from InSite Vision, Inc. Besivance® is marketed globally by Bausch & Lomb. The initial purchase price totaled $15,000,000; the Company funded $6,000,000 of the purchase price at closing to own 40.3125% of the royalty stream. Additional contingent consideration includes (i) $1,000,000 to be paid by Bess upon certain net sales milestones achieved by Bausch & Lomb and (ii) annual payments to be remitted to InSite Vision, Inc. once aggregate royalty payments received by the Company and Bess exceed certain thresholds. Bess paid the $1,000,000 contingent consideration in February 2014, which did not result in a change in the Company’s interest in the royalty. The purchased royalty stream does not include any further amounts once the aggregate royalty payments received by the Company and Bess reach a certain threshold as defined in the underlying agreement. As the purchased royalty stream has been capped by the defined threshold amount, in effect limiting the Company’s implicit rate of return, the Company’s share of the purchase price has been reflected as a Finance Receivable in the unaudited condensed consolidated financial statements. The Company recognized approximately $222,000 and $745,000 in interest income in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. The Company recognized approximately $257,000 and $517,000 in interest income in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2013. | |||||||||
Tissue Regeneration Therapeutics Royalty Purchase | |||||||||
On June 12, 2013, the Company purchased from Tissue Regeneration Therapeutics, Inc. (“TRT”) two royalty streams derived from the licensed use of TRT’s technology in the family cord banking services sector. The initial purchase totaled $2,000,000 paid upon closing. On October 20, 2014, additional consideration of $1,250,000 was paid upon aggregate royalty payments reaching a certain threshold. Additional contingent consideration includes annual sharing payments due to TRT once aggregate royalty payments received by the Company exceed the purchase price paid by the Company. The purchased royalty stream does not include any further amounts once the aggregate royalty payments received by the Company reach a certain threshold as defined in the underlying agreement. The purchase has been reflected as a Finance Receivable in the unaudited condensed consolidated financial statements. The Company recognized approximately $92,000 and $270,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively, and $88,000 for the three and nine months ended September 30, 2013 | |||||||||
Cambia® Royalty Purchase | |||||||||
On July 31, 2014, the Company purchased 25% of a royalty stream paid on the net sales of Cambia®, an NSAID pharmaceutical product indicated for the treatment of migraine. Cambia® is marketed in the United States by Depomed, Inc. and in Canada by Tribute. The initial purchase price totaled $4,000,000. Additional contingent consideration includes (i) $500,000 to be paid by the Company to the seller upon Cambia® reaching certain net sales and (ii) annual sharing payments to be remitted to the seller once aggregate royalty payments received by the Company exceed certain thresholds. The purchased royalty stream does not include any further amounts once the aggregate royalty payments received by the Company reach a certain threshold as defined in the purchase agreement. The Company recognized approximately $153,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014. | |||||||||
Credit Quality of Finance Receivables | |||||||||
On a quarterly basis, the Company evaluates the carrying value of each finance receivable for impairment. Currently there are no finance receivables considered impaired and no corresponding allowance for credit losses for impaired loans. | |||||||||
A term loan is considered to be impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. This evaluation is generally based on delinquency information, an assessment of the borrower’s financial condition and the adequacy of collateral, if any. The Company would generally place term loans on nonaccrual status when the full and timely collection of interest or principal becomes uncertain and they are 90 days past due for interest or principal, unless the term loan is both well-secured and in the process of collection. When placed on nonaccrual, the Company would reverse any accrued unpaid interest receivable against interest income and amortization of any net deferred fees is suspended. Generally, the Company would return a term loan to accrual status when all delinquent interest and principal become current under the terms of the credit agreement and collectability of remaining principal and interest is no longer doubtful. | |||||||||
Receivables associated with royalty stream purchases would be considered to be impaired when it is probable that the Company will be unable to collect the book value of the remaining investment based upon adverse changes in the estimated underlying royalty stream. | |||||||||
When the Company identifies a finance receivable as impaired, it measures the impairment based on the present value of expected future cash flows, discounted at the receivable’s effective interest rate. If it is determined that the value of an impaired receivable is less than the recorded investment, the Company would recognize impairment with a charge to the allowance for credit losses. When the value of the impaired receivable is calculated by discounting expected cash flows, interest income would be recognized using the receivable’s effective interest rate over the remaining life of the receivable. | |||||||||
The Company would individually develop the allowance for credit losses for any identified impaired loans if any existed. In developing the allowance for credit losses, the Company would consider, among other things, the following credit quality indicators: | |||||||||
· | business characteristics and financial conditions of obligors; | ||||||||
· | current economic conditions and trends; | ||||||||
· | actual charge-off experience; | ||||||||
· | current delinquency levels; | ||||||||
· | value of underlying collateral and guarantees; | ||||||||
· | regulatory environment; and, | ||||||||
· | any other relevant factors predicting investment recovery. | ||||||||
The Company monitors the credit quality indicators of performing and non-performing assets. At September 30, 2014 and December 31, 2013, the Company did not have any non-performing assets. |
Marketable_Investments
Marketable Investments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | ' | ||||||||||||||||
Note 3. Marketable Investments | |||||||||||||||||
Investment in securities at September 30, 2014, and December 31, 2013 consist of the following: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Available for sale securities | $ | 3,119 | $ | 3,119 | |||||||||||||
Equity securities | 1,730 | — | |||||||||||||||
Total | $ | 4,849 | $ | 3,119 | |||||||||||||
Debt Security | |||||||||||||||||
Senior Secured Note | |||||||||||||||||
On July 9, 2013, the Company entered into a note purchase agreement to purchase, at par, $3,000,000 of a total $100,000,000 aggregate principal amount offering of a Senior Secured notes due in November 2026. The notes pay interest quarterly at a rate of 11.5% per annum commencing November 15, 2013. The agreement allows the first interest payment date to include paid-in-kind notes for any cash shortfall, of which the Company received $119,000 on November 15, 2013. Subsequent interest payments from February 15, 2014, through May 15, 2015, are supported by a cash interest reserve account funded at close of $4,500,000. The notes are subject to redemption on or after July 10, 2015, at a price at or above par, as defined. The notes are secured only by certain royalty and milestone payments associated with the sales of pharmaceutical products. The notes are reflected at fair value as Available-for-sale securities. The Company recognized approximately $91,000 and $269,000 in interest income recorded as revenue in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014. The Company recognized approximately $79,000 in interest income recorded as revenue for the three and nine months ended September 30, 2013. | |||||||||||||||||
The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale securities as of September 30, 2014 and December 31, 2013, are as follows (in thousands): | |||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Loss | Fair Value | ||||||||||||||
Available for sale securities: | |||||||||||||||||
Corporate debt securities | $ | 3,119 | $ | — | $ | — | $ | 3,119 | |||||||||
$ | 3,119 | $ | — | $ | — | $ | 3,119 | ||||||||||
Equity Securities | |||||||||||||||||
SynCardia Series F Preferred Stock | |||||||||||||||||
On September 15, 2014, the Company purchased a total of 1,244,511 shares of Series F Preferred Shares of SynCardia at price of $1.39 per share, including 165,374 shares which were received in lieu of cash payment for $230,000 in interest income on the second lien loan. The Company’s total investment in SynCardia at September 30, 2014 was $1,730,000. The holders of the preferred shares are entitled to vote on all matters upon which holders of common shares have the right to vote and have representation on SynCardia’s Board of Directors. The preferred shares can be converted into common shares at any time after the date of issuance, and are automatically converted into common shares upon the closing of a public offering. The preferred shares will entitle the holder to receive a dividend at annual rate of ten percent and will accrue whether or not declared by SynCardia’s Board of Directors, and whether or not actually paid. No dividend will be declared or paid on any common shares unless simultaneously there also is declared or paid, a dividend on the preferred shares. Dividends accrued will be payable in cash or stock as determined, (i) upon the voluntary or involuntary conversion of the preferred shares, (ii) upon redemption thereof, or (iii) upon the occurrence of the liquidation or dissolution of the affairs of SynCardia. | |||||||||||||||||
Common Stock Purchase | |||||||||||||||||
In conjunction with the first lien secured term loan with SynCardia, Inc., the Company purchased from SynCardia an aggregate of 40,000 shares of SynCardia’s Common Stock, in consideration for the mutual covenants and agreements set forth in the credit agreement. The shares purchased by the Company reflect an ownership percentage in SynCardia of less than 0.05%. The Company deems the shares to not have a readily determinable fair value. SynCardia is privately held and in development stage. The Company has reflected the shares at a zero cost basis as of September 30, 2014, and December 31, 2013. | |||||||||||||||||
During the nine months ended September 30, 2014 and the year ended December 31, 2013, the Company had no sales of available-for-sale securities and no securities have been considered impaired. |
Variable_Interest_Entities
Variable Interest Entities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Variable Interest Entities | ' | ||||||||||||||||
Note 4. Variable Interest Entities | |||||||||||||||||
The Company consolidates the activities of VIEs of which we are the primary beneficiary. The primary beneficiary of a VIE is the variable interest holder possessing a controlling financial interest through (i) its power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) its obligation to absorb losses or its right to receive benefits from the VIE that could potentially be significant to the VIE. In order to determine whether the Company owns a variable interest in a VIE, the Company performs qualitative analysis of the entity’s design, organizational structure, primary decision makers and relevant agreements. | |||||||||||||||||
Consolidated VIE | |||||||||||||||||
SWK HP Holdings LP (“SWK HP”) | |||||||||||||||||
SWK HP was formed in December 2012 to acquire a limited partnership interest in Holmdel Pharmaceuticals LP (“Holmdel”). Holmdel acquired the U.S. marketing authorization rights to a beta blocker pharmaceutical product indicated for the treatment of hypertension for a total purchase price of $13,000,000. The Company, through its wholly owned subsidiary SWK Holdings GP LLC (“SWK Holdings GP”) acquired a direct general partnership interest in SWK HP, which in turn acquired a limited partnership interest in Holmdel. The total investment in SWK HP of $13,000,000 included $6,000,000 provided by SWK Holdings GP and $7,000,000 provided by non-controlling interests. Subject to customary limited partner protections afforded the investors by the terms of the limited partnership agreement, the Company maintains voting and managerial control of SWK HP and therefore includes it in its consolidated financial statements. | |||||||||||||||||
SWK HP is considered a VIE due to the lack of voting or similar decision-making rights by its equity holders regarding activities that have a significant effect on the economic success of the partnership. The Company’s ownership in SWK HP constitutes variable interests. The Company has determined that it is the primary beneficiary of the SWK HP as (i) the Company has the power to direct the activities that most significantly impact the economic performance of SWK HP via its obligations to perform under the partnership agreement, and (ii) the Company has the right to receive residual returns that could potentially be significant to SWK HP. As a result, the Company consolidates SWK HP in its financial statements and the limited partner interests of SWK HP owned by third parties are reflected as a non-controlling interest in the Company’s unaudited condensed consolidated balance sheets. | |||||||||||||||||
Unconsolidated VIEs | |||||||||||||||||
Holmdel | |||||||||||||||||
SWK HP has significant influence over the decisions made by Holmdel. SWK HP will receive quarterly distributions of cash flow generated by the pharmaceutical product according to a tiered scale that is subject to certain cash on cash returns received by SWK HP. Until SWK HP receives a 1x cash on cash return on its interest in Holmdel, SWK HP will receive approximately 84% of the pharmaceutical product’s cash flow. As the cash on cash multiple received by SWK HP Holdings LP increases, SWK HP’s interest in the cash flow generated by the pharmaceutical product decreases, but in no instance will it decline below 39%. Holmdel is considered a VIE because SWK HP’s control over the partnership is disproportionate to its economic interest. This VIE remains unconsolidated as the power to direct the activities of the partnership is not held by the Company. The Company is using the equity method to account for this investment. SWK HP’s current ownership in Holmdel approximates 84%. The Company accounts for its interest in the entity based on the timing of quarterly distributions, which are paid on a quarter lag basis. For the three and nine months ended September 30, 2014, the Company recognized $1,769,000 and $4,465,000 of equity method gains, respectively. The amount of equity method gains attributable to the non-controlling interests in SWK HP were $944,000 and $2,378,000 for the three and nine months ended September 30, 2014, respectively. For the three and nine months ended September 30, 2013, the Company recognized $627,000 and $1,042,000, respectively, of equity method gains. The amounts attributable to the non-controlling interests were $329,000 and $543,000, respectively for the three and nine months ended September 30, 2013. | |||||||||||||||||
In addition, SWK HP received cash distributions totaling $5,543,000 during the nine months ended September 30, 2014, of which $2,958,000 was subsequently paid to holders of the non-controlling interests in SWK HP. Changes in the carrying amount of the Company’s investment in Holmdel for the nine months ended September 30, 2014, are as follows (in thousands): | |||||||||||||||||
Balance at December 31, 2013 | $ | 10,425 | |||||||||||||||
Add: Income from investments in unconsolidated entities | 4,465 | ||||||||||||||||
Less: Cash distribution on investments in unconsolidated entities | (5,543 | ) | |||||||||||||||
Balance at September 30, 2014 | $ | 9,347 | |||||||||||||||
The following table provides the financial statement information related to Holmdel for the comparative periods which SWK HP has reflected its share of Holmdel income in the Company’s consolidated statements of income: | |||||||||||||||||
As of September 30, | Three months ended | Nine months ended | |||||||||||||||
2014 | 30-Sep-14 | 30-Sep-14 | |||||||||||||||
(in millions) | (in millions) | (in millions) | |||||||||||||||
Assets | $ | 13.1 | Net Revenue | $ | 2.8 | $ | 8.1 | ||||||||||
Liabilities | $ | 2.5 | Expenses | $ | 0.7 | $ | 2.8 | ||||||||||
Equity | $ | 10.6 | Net income | $ | 2.1 | $ | 5.3 | ||||||||||
As of September 30, | Three months ended | Nine months ended | |||||||||||||||
2013 | 30-Sep-13 | 30-Sep-13 | |||||||||||||||
(in millions) | (in millions) | (in millions) | |||||||||||||||
Assets | $ | 12.5 | Net Revenue | $ | 4.3 | $ | 8.3 | ||||||||||
Liabilities | $ | 0 | Expenses | $ | 3.6 | $ | 7.1 | ||||||||||
Equity | $ | 12.5 | Net income | $ | 0.7 | $ | 1.2 |
Loan_Credit_Agreement_with_Rel
Loan Credit Agreement with Related Party | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 5. Loan Credit Agreement with Related Party | |||||||||
The Company entered into a credit facility with an affiliate of a stockholder on September 6, 2013. The credit facility provides financing for the Company, primarily for the purchase of eligible investments. The facility matures on September 6, 2017, and provides that the loan shall accrue interest at the LIBOR rate plus a 6.50% margin. The average interest rate for the period the facility was outstanding during the nine months ended September 30, 2014, was 6.73%. The principal is repayable in full at maturity. The facility works as a delayed draw credit facility with the Company having the ability to drawdown, as necessary, over the first 18 months (the “Draw Period”) up to $30,000,000, based on certain conditions. The credit facility provided for an initial $15,000,000 to be available at closing. The Company executed a draw of $5,000,000 on December 9, 2013. During the nine months ended September 30, 2014, the Company executed additional draws totaling $6,000,000 and then utilized net proceeds received from the Shareholder Equity Investment discussed in Note 6, to pay down the $11,000,000 outstanding balance of the credit facility. The balances of $0 and $5,000,000 are reflected as Loan credit agreement in the unaudited condensed consolidated balance sheet as of September 30, 2014 and December 31, 2013, respectively. On or before the last day of the Draw Period, the Company can request the loan amount to be increased to $30 million upon the Company realizing net proceeds of at least $10 million in cash through the issuance of new equity securities; the Shareholder Equity Investment discussed in Note 6 fulfilled this requirement and as a result the Company has $19,000,000 of availability remaining on the facility. The stockholder’s affiliate, as lender, has received a security interest in basically all assets of the Company as collateral for the facility. In conjunction with the credit facility, the Company issued warrants to the stockholder’s affiliate for 1,000,000 shares of the Company’s common stock at a strike price of $1.3875. In connection with the credit agreement, the Company and the stockholder and certain of the stockholder’s affiliates, including the lender entered into a Voting Rights Agreement restricting the stockholder’s and such affiliates’ voting rights under certain circumstances and providing the stockholder and such affiliates a right of first offer on certain future share issuances. | |||||||||
Due to certain provisions within the warrant agreement, the warrants meet the definition of a derivative and do not qualify for a scope exception as it is not considered indexed in the Company’s stock. As such, the warrants with a value of $536,000 and $292,000 at September 30, 2014, and December 31, 2013, are reflected as a warrant liability in the unaudited condensed consolidated balance sheet. Unrealized losses of $219,000 and $244,000 were included in interest and other income (expense) in the unaudited condensed consolidated statements of income for the three and nine months ended September 30, 2014, respectively. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions: | |||||||||
30-Sep-14 | December 31, 2013 | ||||||||
Dividend rate | 0 | % | 0 | % | |||||
Risk-free rate | 2.2 | % | 2.5 | % | |||||
Expected life (years) | 5.9 | 6.7 | |||||||
Expected volatility | 32.4 | % | 27 | % | |||||
During the three and nine months ended September 30, 2014, the Company recognized interest expense totaling $141,000 and $553,000, respectively. Interest expense included $36,000 and $107,000 of debt issuance cost amortization for the three and nine months ended September 30, 2014, respectively. | |||||||||
As of November 14, 2014, no amounts were outstanding under the credit facility. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||||
Note 6. Stockholders’ Equity | |||||||||||||||||||||||
Shareholder Equity Investment | |||||||||||||||||||||||
On August 18, 2014, the Company entered into a Securities Purchase Agreement with Carlson Capital, L.P. (“Carlson”). Pursuant to the terms of the securities purchase agreement, funds affiliated with Carlson (collectively the “Stockholder”) acquired 55,908,000 newly issued shares of the Company’s common stock, par value $0.001 per share for a purchase price of $1.37 per share or an aggregate purchase price of $76,594,000 (the “Initial Closing”). The Company incurred issuance costs of $2,095,000 in relation to this transaction, which made the net proceeds $74,499,000. | |||||||||||||||||||||||
The securities purchase agreement provides that the Company will conduct a rights offering as promptly as reasonably practical after the closing of the securities purchase agreement. The rights offering will be on the terms set forth in the registration statement on Form S-1 filed by the Company with the SEC on February 13, 2014, as the same has been (and as it may be) amended and supplemented, and which was declared effective by the SEC on October 26, 2014. The Stockholder will have the right to participate in the rights offering on the same terms as all other stockholders, including with respect to the subscription price. However, the Stockholder agreed that they would exercise only that number of rights they receive in the rights offering which represents the number of rights they would have received if the rights had been distributed on the day immediately preceding the Initial Closing. | |||||||||||||||||||||||
An affiliate of the Stockholder, has agreed to serve as the standby purchaser with respect to the rights offering and will generally have the right to purchase any unsubscribed rights, (other than rights the Stockholder have agreed not to exercise as described above). | |||||||||||||||||||||||
The securities purchase agreement further provides that, following the consummation of the rights offering, the Stockholder will purchase a number of newly issued additional shares of common stock such that (after taking into account the Initial Closing and the closing of the rights offering, including any shares of common stock purchased by the Stockholder and its affiliates in the rights offering, including as standby purchaser) the Stockholders’ and its affiliates’ voting percentage of common stock equals 69% on a fully-diluted basis. | |||||||||||||||||||||||
In connection with the securities purchase agreement, the Company and the Stockholder entered into a stockholders’ agreement, pursuant to which, among other things, the Company granted the Stockholder approval rights with respect to certain transactions including with respect to the incurrence of indebtedness over specified amounts, the sale of assets over specified amounts, declaration of dividends, loans, capital contributions to or investments in any third party over specified amounts, changes in the size of the board of directors or changes in the Company’s CEO. In addition, the Stockholder agreed that until the earlier of the fifth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of the Company’s common stock it will not increase its voting percentage to greater than 76% or cause the Company to engage in any buybacks in excess of 3% of the then outstanding shares of common stock without offering to acquire all of the then-outstanding common stock at the same price and on the same terms and conditions. The Stockholder further agreed that, until the earlier of the fifth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of common stock, it will not sell shares of common stock to any purchaser that would result in such purchaser having a voting percentage of common stock in excess of 40% unless the purchaser contemporaneously makes a binding offer to acquire all of the then-outstanding common stock of the Company, at the same price and on the same terms and conditions as the purchase of shares from the Stockholder. The Stockholder also agreed that, until the earlier of the eighth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of common stock, the Stockholder will not engage in a transaction as described in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, without offering to acquire all of the then-outstanding common stock at the same price and on the same terms and conditions. Additionally, until the earlier of the eighth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of common stock, the Stockholder agrees to maintain at least two directors who are not affiliates of the Stockholder or the Company (the “Non-Affiliated Directors”), and agrees that any related party transaction or deregistration of the Common Stock from SEC reporting requirements requires the approval of the Non-Affiliated Directors. The stockholders’ agreement also contains a right for the Stockholder to serve as the exclusive standby purchaser for any additional rights offerings prior to September 6, 2016, and a pre-emptive right to purchase its pro rata share of any additional offerings other than such rights offerings by the Company prior to such date. | |||||||||||||||||||||||
The stockholders agreement also provides that, until the second anniversary of the Initial Closing, the Company will not seek, negotiate or consummate any sale of common stock, except through one or more rights offerings substantially on the same structural terms as the rights offering. In addition, the Stockholder agreed that until the earlier of the fifth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of common stock, it would provide support to the Company in various ways, including with respect to sourcing financing and other business opportunities. | |||||||||||||||||||||||
In connection with the transactions described above, the Company amended its Second Amended and Restated Rights Agreement to designate the Stockholder and its affiliates as Exempt Persons (as defined in the rights agreement) unless they own more than 76% of the outstanding shares of common stock. | |||||||||||||||||||||||
In connection with the transactions, the Voting Agreement by and among the Stockholder and the Company dated September 6, 2013 was terminated. | |||||||||||||||||||||||
Stock Compensation Plans | |||||||||||||||||||||||
The Company’s 1999 Stock Incentive Plan (the “1999 Stock Incentive Plan”), as successor to the 1997 Stock Option Plan (the “1997 Stock Option Plan”), provided for options to purchase shares of the Company’s common stock to be granted to employees, independent contractors, officers, and directors. The plan expired in July 2009. As a result of the termination of all employees on December 31, 2009, the stock options held by employees were cancelled on March 31, 2010. The only remaining options outstanding as of September 30, 2014, under the 1999 Stock Incentive Plan are those held by some of the Company’s former directors. | |||||||||||||||||||||||
The Company’s 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”) provides for options, restricted stock, and other customary forms of equity to be granted to the Company’s directors, officers, employees, and independent contractors. All forms of equity incentive compensation are granted at the discretion of the Company’s Board of Directors (the “Board”) and have a term not greater than 10 years from the date of grant. | |||||||||||||||||||||||
On August 18, 2014, the Company entered into new employment agreements with J. Brett Pope and Winston L. Black. In conjunction with the new employment agreements, each received an option grant for 1,000,000 shares with an exercise price of $1.37 per share. Fifty percent of the options vest annually over 4 years beginning December 31, 2015 and fifty percent vest if the 30-day average closing stock price exceeds $2.06 prior to December 31, 2018. In addition, the options granted to Messrs. Pope and Black on May 14, 2012 were modified to extend the termination date of the options from May 14, 2017 to December 31, 2018. As a result, the Company remeasured these grants as of August 18, 2014. The modification resulted in incremental value of $151,500, with $24,000 being expensed during the three months ended September 30, 2014. | |||||||||||||||||||||||
The following table summarizes activities under the option plans for the indicated periods: | |||||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||||||||
Exercise | Remaining Contractual | Value | |||||||||||||||||||||
Price | Term | ||||||||||||||||||||||
(in years) | |||||||||||||||||||||||
Balances, December 31, 2013 | 1,680,000 | $ | 1.01 | 7.8 | $ | 458,600 | |||||||||||||||||
Options cancelled and retired | (10,000 | ) | 2.65 | ||||||||||||||||||||
Options exercised | — | — | |||||||||||||||||||||
Options granted | 2,000,000 | 1.37 | |||||||||||||||||||||
Balances, September 30, 2014 | 3,670,000 | $ | 1.2 | 8.6 | $ | 1,109,200 | |||||||||||||||||
Options vested and exercisable and expected to be vested and exercisable at September 30, 2014 | 3,380,000 | $ | 1.2 | 8.6 | $ | 1,048,500 | |||||||||||||||||
Options vested and exercisable at September 30, 2014 | 545,000 | $ | 1.36 | 6.1 | $ | 251,700 | |||||||||||||||||
At September 30, 2014, there were no options available for grant under the 1999 Stock Incentive Plan, and the Company had no total unrecognized stock-based compensation expense under this Plan. At September 30, 2014, there were 2.7 million shares reserved for equity awards under the 2010 Stock Incentive Plan and the Company had approximately $0.8 million of total unrecognized stock option expense, net of estimated forfeitures, which will be recognized over the weighted average remaining period of 2.2 years. | |||||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2014: | |||||||||||||||||||||||
Options Outstanding, Vested and Exercisable | |||||||||||||||||||||||
Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||||
Contractual | Price Per | Price Per Share | |||||||||||||||||||||
Life (in Years) | Share | ||||||||||||||||||||||
$ | 0.7 | 20,000 | 4.8 | $ | 0.7 | 20,000 | $ | 0.7 | |||||||||||||||
0.83 | 1,500,000 | 7.7 | 0.83 | 375,000 | 0.83 | ||||||||||||||||||
1.24 | 20,000 | 3.8 | 1.24 | 20,000 | 1.24 | ||||||||||||||||||
1.37 | 2,000,000 | 9.9 | 1.37 | — | 1.37 | ||||||||||||||||||
2.67 | 20,000 | 2.8 | 2.67 | 20,000 | 2.67 | ||||||||||||||||||
2.95 | 90,000 | 1.9 | 2.95 | 90,000 | 2.95 | ||||||||||||||||||
3.5 | 20,000 | 2.4 | 3.5 | 20,000 | 3.5 | ||||||||||||||||||
Total | 3,670,000 | 8.6 | $ | 1.2 | 545,000 | $ | 1.36 | ||||||||||||||||
Employee stock-based compensation expense recognized for time-vesting options for the three and nine months ended September 30, 2014, and 2013, uses the Black-Scholes option pricing model for estimating the fair value of options granted under the Company’s equity incentive plans. Risk-free interest rates for the options were taken from the Daily Federal Yield Curve Rates on the grant dates for the expected life of the options as published by the Federal Reserve. The expected volatility was based upon historical data and other relevant factors such as the Company’s changes in historical volatility and its capital structure, in addition to mean reversion. Employee stock-based compensation expense recognized for market performance-vesting options uses a binomial lattice model for estimating the fair value of options granted under the Company’s equity incentive plans. | |||||||||||||||||||||||
In calculating the expected life of stock options, the Company determines the amount of time from grant date to exercise date for exercised options and adjusts this number for the expected time to exercise for unexercised options. The expected time to exercise for unexercised options is calculated from grant as the midpoint between the expiration date of the option and the later of the measurement date or the vesting date. In developing the expected life assumption, all amounts of time are weighted by the number of underlying options. | |||||||||||||||||||||||
On January 31, 2012, the Board approved a change in the compensation plan for non-employee directors. In lieu of cash payments historically paid to the Company’s directors for Board service, the Board approved an annual grant of 35,000 shares of restricted common stock for each of our non-executive Board members on January 31 of each year, starting with 2012. The restricted shares fully vest on the first anniversary of the grant and are forfeited if the Board member does not complete the full year of service, subject to certain exceptions. | |||||||||||||||||||||||
The following table summarizes restricted stock activities under the equity incentive plans for the indicated periods: | |||||||||||||||||||||||
Restricted Shares Outstanding | |||||||||||||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||
Balances, December 31, 2013 | 1,665,000 | $ | 0.39 | ||||||||||||||||||||
Shares cancelled and forfeited | — | — | |||||||||||||||||||||
Shares vested | (680,000 | ) | 0.83 | ||||||||||||||||||||
Shares granted | 140,000 | 1.13 | |||||||||||||||||||||
Balances, September 30, 2014 | 1,125,000 | $ | 0.45 | ||||||||||||||||||||
For restricted stock granted in 2014 and 2013 under the 2010 Stock Incentive Plan, the Company recognizes compensation expense in accordance with the fair value of such stock as determined on the grant date, amortized over the applicable derived service period using the graded amortization method. The fair value and derived service period of awards with market performance vesting was calculated using a lattice model and included adjustments to the fair value of the Company’s common stock resulting from the vesting conditions being based on the underlying stock price. As a result of the Initial Closing, 540,000 shares of restricted stock vested pursuant to the terms of the Company’s 2010 Stock Incentive Plan. As a result, the Company recognized $545,000 of expense during the three months ended September 30, 2014. The remaining 1,125,000 restricted shares are included in the Company’s shares outstanding as of September 30, 2014, but are not included in the computation of basic income per share as the shares are not yet earned by the recipients. The Company had no unrecognized stock based compensation expense, net of estimated forfeitures, related to restricted shares as of September 30, 2014. | |||||||||||||||||||||||
The stock-based compensation expense recognized by the Company for the three and nine months ended September 30, 2014, was $617,000 and $755,000, respectively. The stock-based compensation expense recognized by the Company for the three and nine months ended September 30, 2013 was $71,000 and $203,000, respectively. | |||||||||||||||||||||||
Non-controlling Interests | |||||||||||||||||||||||
As discussed in Note 4, SWK HP has a limited partnership interest in Holmdel. The total investment by SWK HP was $13,000,000, of which SWK Holdings GP provided $6,000,000. The remaining $7,000,000 is reflected as non-controlling interest in the unaudited condensed consolidated balance sheets. Changes in the carrying amount of the non-controlling interest in the unaudited condensed consolidated balance sheet for the nine months ended September 30, 2014, are as follows: | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 5,613 | |||||||||||||||||||||
Add: Income attributable to non-controlling interests | 2,378 | ||||||||||||||||||||||
Less: Cash distribution to non-controlling interests | (2,958 | ) | |||||||||||||||||||||
Balance at September 30, 2014 | $ | 5,033 |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||||||
Note 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 1 | Unadjusted 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 2 | Quoted 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 3 | Unobservable 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, 2014 and 2013. | |||||||||||||||||||||
The fair value of equity method investments is not readily available nor have we estimated the fair value of these investments and disclosure is not required. The Company is not aware of any identified events or changes in circumstances that would have a significant adverse effect on the carrying value of any of our equity method investments included in their unaudited condensed consolidated balance sheets at September 30, 2014 or December 31, 2013. | |||||||||||||||||||||
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. | |||||||||||||||||||||
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. | |||||||||||||||||||||
Marketable Investments and Warrant Liability | |||||||||||||||||||||
Debt securities | |||||||||||||||||||||
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. | |||||||||||||||||||||
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, 2014 (in thousands): | |||||||||||||||||||||
Total Carrying Value in Consolidated Balance Sheet | Quoted prices | Significant | Significant | ||||||||||||||||||
in active | other | unobservable | |||||||||||||||||||
markets for | observable | inputs | |||||||||||||||||||
identical assets | inputs | (Level 3) | |||||||||||||||||||
or liabilities | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Financial Assets: | |||||||||||||||||||||
Tribute warrants | $ | 385 | $ | — | $ | — | $ | 385 | |||||||||||||
Response Genetics warrant | 228 | 228 | |||||||||||||||||||
Available-for-sale securities | 3,119 | — | 3,119 | — | |||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||
Warrant liability | $ | 536 | $ | — | $ | — | $ | 536 | |||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | |||||||||||||||||||||
Total Carrying Value in Consolidated Balance Sheet | Quoted prices | Significant | Significant | ||||||||||||||||||
in active | other | unobservable | |||||||||||||||||||
markets for | observable | inputs | |||||||||||||||||||
identical assets | inputs | (Level 3) | |||||||||||||||||||
or liabilities | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Financial Assets: | |||||||||||||||||||||
Tribute warrant | $ | 204 | $ | — | $ | — | $ | 204 | |||||||||||||
Available-for-sale securities | 3,119 | — | 3,119 | — | |||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||
Warrant liability | $ | 292 | $ | — | $ | — | $ | 292 | |||||||||||||
The changes on the value of the Tribute and Response Genetics warrants during the nine months ended September 30, 2014, were as follows (in thousands): | |||||||||||||||||||||
Fair value – December 31, 2013 | $ | 204 | |||||||||||||||||||
Issuances | 478 | ||||||||||||||||||||
Assignment | (115 | ) | |||||||||||||||||||
Change in fair value | 46 | ||||||||||||||||||||
Fair value – September 30, 2014 | $ | 613 | |||||||||||||||||||
The changes on the value of the warrant liability during the nine months ended September 30, 2014, were as follows (in thousands): | |||||||||||||||||||||
Fair value – December 31, 2013 | $ | 292 | |||||||||||||||||||
Issuances | — | ||||||||||||||||||||
Change in fair value | 244 | ||||||||||||||||||||
Fair value – September 30, 2014 | $ | 536 | |||||||||||||||||||
For assets and liabilities measured on a non-recurring basis during the year, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. There were no remeasured assets or liabilities at fair value on a non-recurring basis during the nine months ended September 30, 2014 and December 31, 2013. | |||||||||||||||||||||
The following information as of September 30, 2014 and December 31, 2013, is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates. | |||||||||||||||||||||
30-Sep-14 | Carry | Fair | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Value | Value | ||||||||||||||||||||
Financial Assets | |||||||||||||||||||||
Cash and cash equivalents | $ | 69,183 | $ | 69,183 | $ | 69,183 | $ | — | $ | — | |||||||||||
Finance receivables | 41,466 | 41,505 | — | — | 41,505 | ||||||||||||||||
Marketable investments | 4,849 | 4,849 | — | 3,119 | 1,730 | ||||||||||||||||
Other assets | 613 | 613 | — | — | 613 | ||||||||||||||||
Financial Liabilities | |||||||||||||||||||||
Warrant liability | $ | 536 | $ | 536 | $ | — | $ | — | $ | 536 | |||||||||||
31-Dec-13 | Carry | Fair | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Value | Value | ||||||||||||||||||||
Financial Assets | |||||||||||||||||||||
Cash and cash equivalents | $ | 7,664 | $ | 7,664 | $ | 7,664 | $ | — | $ | — | |||||||||||
Finance receivables | 29,286 | 29,324 | — | — | 29,324 | ||||||||||||||||
Marketable investments | 3,119 | 3,119 | — | 3,119 | — | ||||||||||||||||
Other assets | 204 | 204 | — | — | 204 | ||||||||||||||||
Financial Liabilities | |||||||||||||||||||||
Warrant liability | $ | 292 | $ | 292 | $ | — | $ | — | $ | 292 |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
Note 8. Income Taxes | |||||||||
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company had no unrecognized tax benefits as of September 30, 2014, and December 31, 2013. | |||||||||
As of December 31, 2013, the Company’s valuation allowance against deferred tax assets decreased by approximately $20,960,000 due to write off of expired deferred tax assets and partial release of the Company’s valuation allowance. | |||||||||
The Company will continue to assess the need for a valuation allowance on the deferred tax assets by evaluating both positive and negative evidence that may exist on a quarterly basis. Any adjustment to the deferred tax asset valuation allowance would be recorded in the unaudited condensed consolidated statements of income for the period that the adjustment is determined to be required. | |||||||||
Deferred tax assets consist of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets | |||||||||
Credit carryforward | $ | 2,660 | $ | 2,660 | |||||
Stock based compensation | 287 | 287 | |||||||
Other | 59 | 59 | |||||||
Net operating losses | 144,839 | 146,637 | |||||||
Gross deferred tax assets | 147,845 | 149,643 | |||||||
Valuation allowance | (139,840 | ) | (139,840 | ) | |||||
Net deferred tax assets | $ | 8,005 | $ | 9,803 | |||||
The Tax Reform Act of 1986 limits the use of net operating loss and tax credit carryforwards in certain situations where stock ownership changes occur. In the event the Company has had a change in ownership, the future utilization of the Company’s net operating loss and tax credit carryforwards could be limited. | |||||||||
A portion of deferred tax assets relating to NOLs, pertains to NOL carryforwards resulting from tax deductions upon the exercise of employee stock options of approximately $1,800,000. When recognized, the tax benefit of these loss carryforwards will be accounted for as a credit to additional paid-in capital rather than a reduction of the income tax expense. | |||||||||
As of September 30, 2014, the Company had net operating loss carryforwards for federal income tax purposes of approximately $426,000,000. The federal net operating loss carryforwards, if not offset against future income, will expire by 2032, with the majority of such NOLs expiring by 2021. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 9. Subsequent Events | |
Tribute | |
On October 1, 2014, the Company and Tribute amended the credit agreement to increase the secured term loan total commitment to $17,000,000 from $8,000,000, with $6,000,000 of the additional amount funded at the time of the amendment. The unfunded commitment under the loan is currently $3,000,000. | |
In conjunction with the credit agreement amendment, Tribute issued an additional warrant to the Company to purchase 740,000 common shares with an exercise price of $0.70 per share that may be exercised at any time prior to October 1, 2019. | |
ABT Molecular Imaging, Inc. | |
On October 10, 2014, the Company entered into a credit agreement pursuant to which the Company provided to ABT Molecular Imaging, Inc. (“ABT”) a second lien term loan in the principal amount of $10,000,000. The loan matures on October 8, 2021. | |
ABT is obligated to make payments calculated on its quarterly net sales and royalties until such time as the lenders receive a 2.0x cash on cash return. The revenue-based payment is subject to certain quarterly and annual caps. The total amount payable is subject to adjustment under certain events including qualified partial payments, a change of control or full prepayment of the loan. The revenue-based payment is made quarterly. | |
Pursuant to the terms of the credit agreement, ABT granted the lenders a second priority security interest in substantially all of its assets. The credit agreement contains certain affirmative and negative covenants. The obligations to repay the loan may be accelerated upon the occurrence of an event of default under the terms of the credit agreement. | |
In connection with the loan, ABT also issued the Company 5,000,000 common share purchase warrants with each warrant entitling the Company to acquire one common share in the capital of ABT at an exercise price of US$0.20, at any time prior to October 10, 2034. | |
PDI, Inc. | |
On October 31, 2014, the Company entered into a credit agreement among pursuant to which the Company provided to PDI, Inc. (“PDI”) a term loan in the principal amount of $20,000,000. The loan matures on October 31, 2020. | |
Interest and principal under the loan will be paid by a tiered revenue interest that is charged on quarterly net sales and royalties of PDI applied in the following priority first, to the payment of all accrued but unpaid interest until paid in full; second to the payment of all principal of the loans. Beginning in January 2017, PDI will be required to make principal payments on the loan. Additionally, beginning in January 2017 and ending on October 31, 2020, subject to a quarter cap, the Company will be entitled to receive quarterly revenue-based payments from PDI equal to 1.25% of revenue derived from net sales of molecular diagnostics products. | |
In addition, the Company earned a $300,000 origination fee at closing, and the Company is entitled to an exit fee upon the maturity of the loan, both of which will be accreted to interest income over the term of the loan. | |
Pursuant to the terms of the credit agreement, PDI entered into a guarantee granting the Company a security interest in substantially all of their respective assets. The credit agreement contains certain affirmative and negative covenants. The obligations under the credit agreement to repay the loan may be accelerated upon the occurrence of an event of default under the credit agreement. | |
Rights Offering | |
On November 3, 2014, the Company commenced a rights offering. Stockholders of record as of October 30, 2014, will be eligible to participate in the rights offering. Pursuant to the rights offering, holders of shares of common stock will receive non-transferable rights to purchase newly issued shares of common stock of the Company. Each subscription right will entitle stockholders to purchase 0.345662431 shares of common stock of the Company at a subscription price of $0.86 per share. If the rights offering is fully subscribed, the Company will issue approximately 14,534,884 shares and receive gross proceeds of approximately $12.5 million. Carlson has agreed to act as a standby purchaser, and under certain circumstances, to acquire shares not subscribed for in the rights offering. The rights offering is scheduled to expire on November 24, 2014, unless extended. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | ' | ||||||||||||||||
Nature of Operations | |||||||||||||||||
SWK Holdings Corporation (“SWK” or the “Company”) is engaged in investing in the pharmaceutical and biotechnology royalty securitization market. The Company’s strategy is to provide capital to a broad range of life science companies, institutions and inventors. The Company is currently focused on monetizing cash flow streams derived from commercial-stage products and related intellectual property through royalty purchases and financings, as well as through the creation of synthetic revenue interests in commercialized products. The Company intends to fill a niche that it believes is underserved in the sub-$50 million transaction size. The Company’s goal is to redeploy its existing assets to earn interest, fee, and other income pursuant to this strategy, and the Company continues to identify and review financing and similar opportunities on an ongoing basis. In addition the Company is also engaged in the business of providing investment advisory services to institutional clients. | |||||||||||||||||
The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. The Company believes that the foregoing business strategies can create value for its stockholders, and produce prospective taxable income (or the ability to generate capital gains) that might permit the Company to utilize the NOLs. The Company is unable to assure investors that it will find suitable financing opportunities or that it will be able to utilize its existing NOLs. | |||||||||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited condensed 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 is less than 50%. The related governing agreements provide the Company with broad powers, and the other parties do not participate in the management of the entity and do not have the substantial ability to remove the Company. The Company has reviewed each of the underlying agreements to determine if it has effective control. If circumstances changed and it was determined this control did not exist, this investment would be recorded using the equity method of accounting. Although this would change individual line items within the Company’s condensed consolidated financial statements, it would have no effect on our operations and/or total stockholders’ equity attributable to the Company. The Company operates in one operating segment with a single management team that reports to the chief executive officer, who is the Company’s chief operating decision maker. | |||||||||||||||||
Unaudited Interim Financial Information [Policy Text Block] | ' | ||||||||||||||||
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, 2014. 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, 2013, filed with the SEC on March 31, 2014. | |||||||||||||||||
Variable Interest Entity, Policy [Policy Text Block] | ' | ||||||||||||||||
Variable Interest Entities | |||||||||||||||||
An entity is referred to as a VIE if it possesses one of the following criteria: (i) it is thinly capitalized, (ii) the residual equity holders do not control the entity, (iii) the equity holders are shielded from the economic losses, (iv) the equity holders do not participate fully in the entity’s residual economics, or (v) the entity was established with non-substantive voting interests. The Company consolidates a VIE when it has both the power to direct the activities that most significantly impact the activities of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. Along with the VIEs that are consolidated in accordance with these guidelines, the Company also holds variable interests in other VIEs that are not consolidated because it is not the primary beneficiary. The Company continually monitors both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change. See Note 4 for further discussion of VIEs. | |||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the Company’s unaudited condensed 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 unaudited condensed 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, impairment of financing receivables and long-lived assets, valuation of warrants, useful lives of property and equipment, 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 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 us to change those estimates and assumptions. Market conditions, such as illiquid credit markets, volatile equity markets, and economic downturn, 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 condensed 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. | |||||||||||||||||
Equity Method Investments, Policy [Policy Text Block] | ' | ||||||||||||||||
Equity Method Investments | |||||||||||||||||
The Company accounts for portfolio companies whose results are not consolidated, but over which it exercises significant influence, under the equity method of accounting. Whether or not the Company exercises significant influence with respect to a portfolio company depends on an evaluation of several factors including, among others, representation of the Company on the portfolio company’s board of directors and the Company’s ownership level. Under the equity method of accounting, the Company does not reflect a portfolio company’s financial statements within the company’s unaudited consolidated financial statements; however, the Company’s share of the income or loss of such portfolio company is reflected in income in the unaudited condensed consolidated statements of income. The Company includes the carrying value of equity method portfolio companies as part of the investment in unconsolidated entities on the unaudited condensed consolidated balance sheets. | |||||||||||||||||
When the Company’s carrying value in an equity method portfolio company is reduced to zero, the Company records no further losses in its unaudited condensed consolidated statements of income unless the Company has an outstanding guarantee obligation or has committed additional funding to such equity method portfolio company. When such equity method portfolio company subsequently reports income, the Company will not record its share of such income until it exceeds the amount of the Company’s share of losses not previously recognized. | |||||||||||||||||
Finance Receivable, Policy [Policy Text Block] | ' | ||||||||||||||||
Finance Receivables | |||||||||||||||||
The Company extends credit to customers through a variety of financing arrangements, including revenue interest term loans. The amounts outstanding on loans are referred to as finance receivables and are included in Finance Receivables on the unaudited condensed consolidated balance sheets. It is the Company’s expectation that the loans originated will be held for the foreseeable future or until maturity. In certain situations, for example to manage concentrations and/or credit risk, some or all of certain exposures may be sold. Loans for which the Company has the intent and ability to hold for the foreseeable future or until maturity are classified as held for investment (“HFI”). If the Company no longer has the intent or ability to hold loans for the foreseeable future, then the loans are transferred to held for sale (“HFS”). Loans entered into with the intent to resell are classified as HFS. | |||||||||||||||||
If it is determined that a loan should be transferred from HFI to HFS, then the balance is transferred at the lower of cost or fair value. At the time of transfer, a write-down of the loan is recorded as a write-off when the carrying amount exceeds fair value and the difference relates to credit quality, otherwise the write-down is recorded as a reduction in interest and other income (expense), net, and any loan loss reserve is reversed. Once classified as HFS, the amount by which the carrying value exceeds fair value is recorded as a valuation allowance and is reflected as a reduction to interest and other income. | |||||||||||||||||
If it is determined that a loan should be transferred from HFS to HFI, the loan is transferred at the lower of cost or fair value on the transfer date, which coincides with the date of change in management’s intent. The difference between the carrying value of the loan and the fair value, if lower, is reflected as a loan discount at the transfer date, which reduces its carrying value. Subsequent to the transfer, the discount is accreted into earnings as an increase to finance revenue over the life of the loan using the effective interest method. | |||||||||||||||||
Finance receivables are stated at their principal amounts inclusive of deferred loan origination fees. Interest income is credited as earned based on the effective interest rate method except when a finance receivable becomes past due 90 days or more and doubt exists as to the ultimate collection of interest or principal; in those cases the recognition of income is discontinued. | |||||||||||||||||
Marketable Investments, Policy [Policy Text Block] | ' | ||||||||||||||||
Marketable Investments | |||||||||||||||||
The Company’s marketable investment portfolio includes two equity securities and one debt security as of September 30, 2014, and one equity security and one debt security as of December 31, 2013. The debt security is classified as an available-for-sale security, which is reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive income, net of applicable income taxes. In any case where fair value might fall below amortized cost, the Company would consider whether that security is other-than-temporarily impaired using all available information about the collectability of the security. The Company would not consider that an other-than temporary impairment for a debt security has occurred if (1) the Company does not intend to sell the debt security, (2) it is not more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis and (3) the present value of estimated cash flows will fully cover the amortized cost of the security. The Company would consider that an other-than-temporary impairment has occurred if any of the above mentioned three conditions are not met. | |||||||||||||||||
For a debt security for which an other-than-temporary impairment is considered to have occurred, the Company would recognize the entire difference between the amortized cost and the fair value in earnings if the Company intends to sell the debt security or it is more likely than not that the Company will be able to sell the debt security before recovery of its amortized cost basis. If the Company does not intend to sell the debt security and it is not more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis, the Company would separate the difference between the amortized cost and the fair value of the debt security into the credit loss component and the non-credit loss component. The credit loss component would be recognized in earnings and the non-credit loss component would be recognized in other comprehensive income, net of applicable income taxes. | |||||||||||||||||
The Company’s equity securities as of September 30, 2014, represent shares in privately-held companies and do not have a readily determinable fair value. As such they are currently reflected at cost. As of September 30, 2014, there are no indicators of impairment for these securities. | |||||||||||||||||
Derivatives, Policy [Policy Text Block] | ' | ||||||||||||||||
Derivatives | |||||||||||||||||
All derivatives held by the Company are recognized in the unaudited condensed consolidated balance sheets at fair value. The accounting treatment for subsequent changes in the fair value depends on their use, and whether they qualify as effective “hedges” for accounting purposes. Derivatives that are not hedges must be adjusted to fair value through the unaudited condensed consolidated statements of income. If a derivative is a hedge, then depending on its nature, changes in its fair value will be either offset against change in the fair value of hedged assets or liabilities through the unaudited condensed consolidated statements of income, or recorded in other comprehensive income. The Company had no derivatives designated as hedges as of September 30, 2014, and December 31, 2013. The Company holds four warrants issued to the Company in conjunction with the term loan investments discussed in Note 2. These warrants are included in other assets in the unaudited condensed consolidated balance sheets. The Company issued a warrant on its own common stock in the year ended December 31, 2013, in conjunction with its credit facility discussed in Note 5. This warrant meets the definition of a derivative and is reflected as warrant liability at fair value in the unaudited condensed consolidated balance sheets as of September 30, 2014, and December 31, 2013. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company records interest income on an accrual basis based on the effective interest rate method to the extent that it expects to collect such amounts. The Company recognizes investment management fees as earned over the period the services are rendered. In general, the majority of investment management fees earned are charged either monthly or quarterly. Incentive fees, if any, are recognized when earned at the end of the relevant performance period, pursuant to the underlying contract. Other administrative service revenues are recognized when contractual obligations are fulfilled or as services are provided. | |||||||||||||||||
Certain Risks and Concentrations, Policy [Policy Text Block] | ' | ||||||||||||||||
Certain Risks and Concentrations | |||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, finance receivables and marketable investments. The Company invests its excess cash with major U.S. banks and financial institutions. The Company has not experienced any losses on its cash and cash equivalents. | |||||||||||||||||
The Company performs ongoing credit evaluations of its customers and generally requires collateral. For the nine months ended September 30, 2014 and 2013, three partner companies accounted for 69 percent and 85 percent of total revenue, respectively. For the three months ended September 30, 2014, two partner companies accounted for 65 percent of total revenue. For the three months ended September 30, 2013, three partner companies accounted for 78 percent of total revenue. | |||||||||||||||||
The Company does not expect its current or future credit risk exposures to have a significant impact on its operations. However, there can be no assurance that its business will not experience any adverse impact from credit risk in the future. | |||||||||||||||||
Net Income per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Net Income per Share | |||||||||||||||||
Basic net income per share is computed using the weighted average number of outstanding shares of common stock. Diluted net income per share is computed using the weighted 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 earnings per share for the following (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to SWK Holdings Corporation Shareholders | $ | 432 | $ | 620 | $ | 3,281 | $ | 1,059 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 67,286 | 41,352 | 50,180 | 41,340 | |||||||||||||
Effect of dilutive securities | 287 | 112 | 43 | 84 | |||||||||||||
Weighted-average diluted shares | 67,573 | 41,464 | 50,223 | 41,424 | |||||||||||||
Basic earnings per share | $ | 0.01 | $ | 0.01 | $ | 0.07 | $ | 0.03 | |||||||||
Diluted earnings per share | $ | 0.01 | $ | 0.01 | $ | 0.07 | $ | 0.03 | |||||||||
For the three and nine month periods ended September 30, 2014 and 2013, outstanding stock options and warrants to purchase shares of common stock in an aggregate of approximately 5.9 million, 6.1 million, 4.2 million and 4.2 million shares, respectively, have been excluded from the calculation of diluted net income per share as all such securities were anti-dilutive. | |||||||||||||||||
Recent Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, (“ASU 2014-09”), “Revenue from Contracts with Customers”. The objective of ASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 for public companies. Early adoption is not permitted. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements nor decided upon the method of adoption. | |||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. |
SWK_Holdings_Corporation_and_S1
SWK Holdings Corporation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
The following table shows the computation of basic and diluted earnings per share for the following (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to SWK Holdings Corporation Shareholders | $ | 432 | $ | 620 | $ | 3,281 | $ | 1,059 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 67,286 | 41,352 | 50,180 | 41,340 | |||||||||||||
Effect of dilutive securities | 287 | 112 | 43 | 84 | |||||||||||||
Weighted-average diluted shares | 67,573 | 41,464 | 50,223 | 41,424 | |||||||||||||
Basic earnings per share | $ | 0.01 | $ | 0.01 | $ | 0.07 | $ | 0.03 | |||||||||
Diluted earnings per share | $ | 0.01 | $ | 0.01 | $ | 0.07 | $ | 0.03 |
Finance_Receivables_Tables
Finance Receivables (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Note 2 - Finance Receivables (Tables) [Line Items] | ' | ||||||||
Schedule of carrying value of finance receivables [Table Text Block] | ' | ||||||||
The carrying value of finance receivables are as follows (in thousands): | |||||||||
30-Jun-14 | December 31, 2013 | ||||||||
Portfolio | |||||||||
Term Loans | $ | 23,772 | $ | 21,420 | |||||
Royalty Purchases | 7,803 | 7,866 | |||||||
Total | 31,575 | 29,286 | |||||||
Less: current portion | (885 | ) | (660 | ) | |||||
Total noncurrent portion of finance receivables | $ | 30,690 | $ | 28,626 | |||||
Schedule of fair value using the Black-Scholes option pricing model [Table Text Block] | ' | ||||||||
The Company determined the fair value of the warrants outstanding at September 30, 2014, using the Black-Scholes option pricing model with the following assumptions: | |||||||||
30-Sep-14 | |||||||||
Average Dividend rate | 0 | % | |||||||
Average Risk-free rate | 2.2 | % | |||||||
Average Expected life (years) | 5.8 | ||||||||
Average Expected volatility | 88 | % | |||||||
Tribute Term Loan [Member] | ' | ||||||||
Note 2 - Finance Receivables (Tables) [Line Items] | ' | ||||||||
Schedule of fair value using the Black-Scholes option pricing model [Table Text Block] | ' | ||||||||
The Company determined the fair value of the warrants outstanding at September 30, 2014 and December 31, 2013, using the Black-Scholes option pricing model with the following assumptions: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Average Dividend rate | 0 | % | 0 | % | |||||
Average Risk-free rate | 2.2 | % | 2.5 | % | |||||
Average Expected life (years) | 6 | 6.6 | |||||||
Average Expected volatility | 97 | % | 97 | % |
Marketable_Investments_Tables
Marketable Investments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||||||||
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | ' | ||||||||||||||||
The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale securities as of September 30, 2014 and December 31, 2013, are as follows (in thousands): | |||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Loss | Fair Value | ||||||||||||||
Available for sale securities: | |||||||||||||||||
Corporate debt securities | $ | 3,119 | $ | — | $ | — | $ | 3,119 | |||||||||
$ | 3,119 | $ | — | $ | — | $ | 3,119 |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Variable Interest Entities [Abstract] | ' | ||||||||||||||||
Schedule of changes in the carrying amount of equity investment table text block | ' | ||||||||||||||||
Balance at December 31, 2013 | $ | 10,425 | |||||||||||||||
Add: Income from investments in unconsolidated entities | 4,465 | ||||||||||||||||
Less: Cash distribution on investments in unconsolidated entities | (5,543 | ) | |||||||||||||||
Balance at September 30, 2014 | $ | 9,347 | |||||||||||||||
Equity Method Investments [Table Text Block] | ' | ||||||||||||||||
The following table provides the financial statement information related to Holmdel for the comparative periods which SWK HP has reflected its share of Holmdel income in the Company’s consolidated statements of income: | |||||||||||||||||
As of September 30, | Three months ended | Nine months ended | |||||||||||||||
2014 | 30-Sep-14 | 30-Sep-14 | |||||||||||||||
(in millions) | (in millions) | (in millions) | |||||||||||||||
Assets | $ | 13.1 | Net Revenue | $ | 2.8 | $ | 8.1 | ||||||||||
Liabilities | $ | 2.5 | Expenses | $ | 0.7 | $ | 2.8 | ||||||||||
Equity | $ | 10.6 | Net income | $ | 2.1 | $ | 5.3 | ||||||||||
As of September 30, | Three months ended | Nine months ended | |||||||||||||||
2013 | 30-Sep-13 | 30-Sep-13 | |||||||||||||||
(in millions) | (in millions) | (in millions) | |||||||||||||||
Assets | $ | 12.5 | Net Revenue | $ | 4.3 | $ | 8.3 | ||||||||||
Liabilities | $ | 0 | Expenses | $ | 3.6 | $ | 7.1 | ||||||||||
Equity | $ | 12.5 | Net income | $ | 0.7 | $ | 1.2 |
Loan_Credit_Agreement_Tables
Loan Credit Agreement (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Assumptions Used [Table Text Block] | ' | ||||||||
30-Sep-14 | December 31, 2013 | ||||||||
Dividend rate | 0 | % | 0 | % | |||||
Risk-free rate | 2.2 | % | 2.5 | % | |||||
Expected life (years) | 5.9 | 6.7 | |||||||
Expected volatility | 32.4 | % | 27 | % |
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||||||||
The following table summarizes activities under the option plans for the indicated periods: | |||||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||||||||
Exercise | Remaining Contractual | Value | |||||||||||||||||||||
Price | Term | ||||||||||||||||||||||
(in years) | |||||||||||||||||||||||
Balances, December 31, 2013 | 1,680,000 | $ | 1.01 | 7.8 | $ | 458,600 | |||||||||||||||||
Options cancelled and retired | (10,000 | ) | 2.65 | ||||||||||||||||||||
Options exercised | — | — | |||||||||||||||||||||
Options granted | 2,000,000 | 1.37 | |||||||||||||||||||||
Balances, September 30, 2014 | 3,670,000 | $ | 1.2 | 8.6 | $ | 1,109,200 | |||||||||||||||||
Options vested and exercisable and expected to be vested and exercisable at September 30, 2014 | 3,380,000 | $ | 1.2 | 8.6 | $ | 1,048,500 | |||||||||||||||||
Options vested and exercisable at September 30, 2014 | 545,000 | $ | 1.36 | 6.1 | $ | 251,700 | |||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | ' | ||||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2014: | |||||||||||||||||||||||
Options Outstanding, Vested and Exercisable | |||||||||||||||||||||||
Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||||
Contractual | Price Per | Price Per Share | |||||||||||||||||||||
Life (in Years) | Share | ||||||||||||||||||||||
$ | 0.7 | 20,000 | 4.8 | $ | 0.7 | 20,000 | $ | 0.7 | |||||||||||||||
0.83 | 1,500,000 | 7.7 | 0.83 | 375,000 | 0.83 | ||||||||||||||||||
1.24 | 20,000 | 3.8 | 1.24 | 20,000 | 1.24 | ||||||||||||||||||
1.37 | 2,000,000 | 9.9 | 1.37 | — | 1.37 | ||||||||||||||||||
2.67 | 20,000 | 2.8 | 2.67 | 20,000 | 2.67 | ||||||||||||||||||
2.95 | 90,000 | 1.9 | 2.95 | 90,000 | 2.95 | ||||||||||||||||||
3.5 | 20,000 | 2.4 | 3.5 | 20,000 | 3.5 | ||||||||||||||||||
Total | 3,670,000 | 8.6 | $ | 1.2 | 545,000 | $ | 1.36 | ||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||||||||
The following table summarizes restricted stock activities under the equity incentive plans for the indicated periods: | |||||||||||||||||||||||
Restricted Shares Outstanding | |||||||||||||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||
Balances, December 31, 2013 | 1,665,000 | $ | 0.39 | ||||||||||||||||||||
Shares cancelled and forfeited | — | — | |||||||||||||||||||||
Shares vested | (680,000 | ) | 0.83 | ||||||||||||||||||||
Shares granted | 140,000 | 1.13 | |||||||||||||||||||||
Balances, September 30, 2014 | 1,125,000 | $ | 0.45 | ||||||||||||||||||||
Change in Non-Controlling Interest, Carrying amount | ' | ||||||||||||||||||||||
Balance at December 31, 2013 | $ | 5,613 | |||||||||||||||||||||
Add: Income attributable to non-controlling interests | 2,378 | ||||||||||||||||||||||
Less: Cash distribution to non-controlling interests | (2,958 | ) | |||||||||||||||||||||
Balance at September 30, 2014 | $ | 5,033 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 (in thousands): | |||||||||||||||||||||
Total Carrying Value in Consolidated Balance Sheet | Quoted prices | Significant | Significant | ||||||||||||||||||
in active | other | unobservable | |||||||||||||||||||
markets for | observable | inputs | |||||||||||||||||||
identical assets | inputs | (Level 3) | |||||||||||||||||||
or liabilities | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Financial Assets: | |||||||||||||||||||||
Tribute warrants | $ | 385 | $ | — | $ | — | $ | 385 | |||||||||||||
Response Genetics warrant | 228 | 228 | |||||||||||||||||||
Available-for-sale securities | 3,119 | — | 3,119 | — | |||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||
Warrant liability | $ | 536 | $ | — | $ | — | $ | 536 | |||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | |||||||||||||||||||||
Total Carrying Value in Consolidated Balance Sheet | Quoted prices | Significant | Significant | ||||||||||||||||||
in active | other | unobservable | |||||||||||||||||||
markets for | observable | inputs | |||||||||||||||||||
identical assets | inputs | (Level 3) | |||||||||||||||||||
or liabilities | (Level 2) | ||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
Financial Assets: | |||||||||||||||||||||
Tribute warrant | $ | 204 | $ | — | $ | — | $ | 204 | |||||||||||||
Available-for-sale securities | 3,119 | — | 3,119 | — | |||||||||||||||||
Financial Liabilities: | |||||||||||||||||||||
Warrant liability | $ | 292 | $ | — | $ | — | $ | 292 | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||||||
The changes on the value of the Tribute and Response Genetics warrants during the nine months ended September 30, 2014, were as follows (in thousands): | |||||||||||||||||||||
Fair value – December 31, 2013 | $ | 204 | |||||||||||||||||||
Issuances | 478 | ||||||||||||||||||||
Assignment | (115 | ) | |||||||||||||||||||
Change in fair value | 46 | ||||||||||||||||||||
Fair value – September 30, 2014 | $ | 613 | |||||||||||||||||||
The changes on the value of the warrant liability during the nine months ended September 30, 2014, were as follows (in thousands): | |||||||||||||||||||||
Fair value – December 31, 2013 | $ | 292 | |||||||||||||||||||
Issuances | — | ||||||||||||||||||||
Change in fair value | 244 | ||||||||||||||||||||
Fair value – September 30, 2014 | $ | 536 | |||||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | ' | ||||||||||||||||||||
The following information as of September 30, 2014 and December 31, 2013, is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates. | |||||||||||||||||||||
30-Sep-14 | Carry | Fair | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Value | Value | ||||||||||||||||||||
Financial Assets | |||||||||||||||||||||
Cash and cash equivalents | $ | 69,183 | $ | 69,183 | $ | 69,183 | $ | — | $ | — | |||||||||||
Finance receivables | 41,466 | 41,505 | — | — | 41,505 | ||||||||||||||||
Marketable investments | 4,849 | 4,849 | — | 3,119 | 1,730 | ||||||||||||||||
Other assets | 613 | 613 | — | — | 613 | ||||||||||||||||
Financial Liabilities | |||||||||||||||||||||
Warrant liability | $ | 536 | $ | 536 | $ | — | $ | — | $ | 536 | |||||||||||
31-Dec-13 | Carry | Fair | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Value | Value | ||||||||||||||||||||
Financial Assets | |||||||||||||||||||||
Cash and cash equivalents | $ | 7,664 | $ | 7,664 | $ | 7,664 | $ | — | $ | — | |||||||||||
Finance receivables | 29,286 | 29,324 | — | — | 29,324 | ||||||||||||||||
Marketable investments | 3,119 | 3,119 | — | 3,119 | — | ||||||||||||||||
Other assets | 204 | 204 | — | — | 204 | ||||||||||||||||
Financial Liabilities | |||||||||||||||||||||
Warrant liability | $ | 292 | $ | 292 | $ | — | $ | — | $ | 292 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||
Deferred tax assets consist of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets | |||||||||
Credit carryforward | $ | 2,660 | $ | 2,660 | |||||
Stock based compensation | 287 | 287 | |||||||
Other | 59 | 59 | |||||||
Net operating losses | 144,839 | 146,637 | |||||||
Gross deferred tax assets | 147,845 | 149,643 | |||||||
Valuation allowance | (139,840 | ) | (139,840 | ) | |||||
Net deferred tax assets | $ | 8,005 | $ | 9,803 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Details) (Warrant [Member], USD $) | Sep. 09, 2014 | Jul. 30, 2014 | Feb. 04, 2014 |
In Thousands, except Share data, unless otherwise specified | |||
Warrant [Member] | ' | ' | ' |
Supplemental Cash Flow Information (Details) [Line Items] | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,321 | 681,090 | 347,222 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | $0.94 | $0.43 |
Derivative Asset, Noncurrent | $115 | $379 | $99 |
SWK_Holdings_Corporation_and_S2
SWK Holdings Corporation and Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Item | Item | Item | Item | |
Note1SWKHoldingsCorporationandSummaryofSignificantAccountingPoliciesDetailsLineItems [Line Items] | ' | ' | ' | ' |
Number of Operating Segments | ' | ' | 1 | ' |
Number of Major Customers | 3 | 2 | 3 | 2 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 5,900,000 | 6,100,000 | 4,200,000 | 4,200,000 |
Customer Concentration Risk [Member] | Sales [Member] | ' | ' | ' | ' |
Note1SWKHoldingsCorporationandSummaryofSignificantAccountingPoliciesDetailsLineItems [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | 65.00% | 78.00% | 69.00% | 85.00% |
SWK_Holdings_Corporation_and_S3
SWK Holdings Corporation and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income attributable to SWK Holdings Corporation Shareholders (in Dollars) | $432 | $620 | $3,281 | $1,059 |
Denominator: | ' | ' | ' | ' |
Weighted-average shares outstanding | 67,286,000 | 41,352,000 | 50,180,000 | 41,340,000 |
Effect of dilutive securities | 287,000 | 112,000 | 43,000 | 84,000 |
Weighted-average diluted shares | 67,573,000 | 41,464,000 | 50,223,000 | 41,424,000 |
Basic earnings (loss) per share (in Dollars per share) | $0.01 | $0.01 | $0.07 | $0.03 |
Diluted earnings (loss) per share (in Dollars per share) | $0.01 | $0.01 | $0.07 | $0.03 |
Finance_Receivables_Details
Finance Receivables (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Portfolio | ' | ' |
Notes Receivable, Net | $41,466 | $29,286 |
Less: current portion | -961 | -660 |
Total noncurrent portion of finance receivables | 40,505 | 28,626 |
Life Science Term Loans [Member] | ' | ' |
Portfolio | ' | ' |
Notes Receivable, Net | 29,702 | 21,420 |
Life Science Royalty Purchases [Member] | ' | ' |
Portfolio | ' | ' |
Notes Receivable, Net | $11,764 | $7,866 |
Finance_Receivables_Details_Na
Finance Receivables (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jan. 23, 2014 | Dec. 05, 2012 | Jul. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Dec. 31, 2013 | Jul. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 04, 2014 | Aug. 08, 2013 | Oct. 01, 2014 | Sep. 30, 2014 | Aug. 08, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 13, 2013 | Dec. 13, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 10, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 02, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 12, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jan. 23, 2014 | Dec. 05, 2012 | Dec. 05, 2012 | Jan. 23, 2014 | Jul. 31, 2014 |
Response Genetics, Inc. | Response Genetics, Inc. | Cambia [Member] | Cambia [Member] | Cambia [Member] | Cambia [Member] | Marketable Securities [Member] | Principal Amount [Member] | Revenue [Member] | Revenue [Member] | Nautilus Neurosciences Inc [Member] | Nautilus Neurosciences Inc [Member] | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Syn Cardia Systems [Member] | Syn Cardia Systems [Member] | Syn Cardia Systems [Member] | Syn Cardia Systems [Member] | Syn Cardia Systems [Member] | Syn Cardia Systems [Member] | Syn Cardia Systems [Member] | Dental Products Company [Member] | Dental Products Company [Member] | Dental Products Company [Member] | Parnell Pharmaceuticals Holdings Pty Ltd [Member] | Besivance [Member] | Besivance [Member] | Besivance [Member] | Besivance [Member] | Besivance [Member] | TRT [Member] | TRT [Member] | TRT [Member] | TRT [Member] | TRT [Member] | SWK Funding LLC [Member] | SWK Funding LLC [Member] | SWK Funding LLC [Member] | A Client Of SWK Advisors [Member] | Clients Of SWK Holdings [Member] | Drawdown Through December 15 2015 [Member] | ||||||||
Business Acquisition Contingent Consideration Potential Cash Payment [Member] | Tribute Warrant [Member] | Response Genetics, Inc. | Tribute Term Loan [Member] | Tribute Term Loan [Member] | Revenue [Member] | Revenue [Member] | Subsequent Event [Member] | Marketable Securities [Member] | Marketable Securities [Member] | Revenue [Member] | Revenue [Member] | Second Lien Loan [Member] | Second Lien Loan [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Response Genetics, Inc. | ||||||||||||||||||||||||
Second Lien Loan [Member] | Second Lien Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note2FinanceReceivablesDetailsLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | $25,000 | $22,500 | $8,500 | ' | ' | ' | ' | ' | ' | $12,000 | ' | ' | ' | ' | ' | $8,000 | $17,000 | ' | ' | ' | ' | $16,000 | $6,000 | ' | ' | ' | ' | ' | $6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,500 | $10,000 | $19,000 | $3,500 | $15,000 | $3,500 |
Loan Commitment Assigned by Wholly-Owned Subsidiary of the Company | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Income, Other | 1,850 | 811 | 5,866 | 1,738 | ' | ' | ' | ' | 190 | ' | 153 | 153 | ' | ' | ' | 307 | 307 | 335 | 1,002 | ' | ' | ' | ' | ' | 868 | 868 | ' | ' | ' | 170 | 500 | 487 | 1,317 | ' | 226 | 664 | 834 | ' | 222 | 257 | 745 | 517 | ' | 92 | 88 | 270 | 88 | ' | ' | ' | ' | ' | ' |
Payments to Acquire Notes Receivable | ' | ' | 11,672 | 13,789 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | 6,000 | ' | ' | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.50% | ' | ' | ' | ' | ' | 13.50% | ' | ' | ' | ' | ' | ' | 14.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in lieu of cash payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,374 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | ' | ' | ' | ' | ' | ' | ' | 681,090 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 347,222 | 755,794 | 740,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | ' | ' | ' | $0.94 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.43 | $0.60 | $0.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants and Rights Outstanding | 536 | ' | 536 | ' | 292 | ' | ' | ' | 228 | ' | ' | ' | ' | 204 | ' | ' | ' | ' | ' | 99 | ' | ' | 385 | 334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Adjustment of Warrants | ' | ' | 197 | 125 | ' | ' | ' | 379 | ' | ' | ' | ' | ' | ' | ' | 316 | 69 | ' | ' | ' | ' | ' | ' | ' | 82 | 69 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan Interest Rates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The loan shall accrue interest at the LIBOR rate, plus an applicable margin, subject to a 13.5% minimum. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Finance Receivable, Maximum Facility Agreement Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advances to Affiliates, Maximum Rights, Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivable with Imputed Interest, Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40 | 90 | ' | ' | ' | ' | ' | 60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing Receivable, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Syndication Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Cost of Royalty Stream | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company Funded Royalty Stream | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Stream, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.31% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Stream Contingent Consideration, Paid By Third Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Stream Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisation percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire business gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000 | ' | ' | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finance_Receivables_Details_2
Finance Receivables (Details 2) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Response Genetics, Inc. | Tribute Term Loan [Member] | Tribute Term Loan [Member] | |
Note2FinanceReceivablesDetailsFairValueAssumptionsLineItems [Line Items] | ' | ' | ' |
Dividend rate | 0.00% | 0.00% | 0.00% |
Risk-free rate | 2.20% | 2.20% | 2.50% |
Expected life (years) | '5 years 9 months 18 days | '6 years | '6 years 7 months 6 days |
Expected volatility | 88.00% | 97.00% | 97.00% |
Marketable_Investments_Details
Marketable Investments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Marketable Investments Details | ' | ' |
Available for sale securities | $3,119 | $3,119 |
Other securities | 1,730 | ' |
Marketable investments | $4,849 | $3,119 |
Marketable_Investments_Details1
Marketable Investments (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 15, 2013 | Jul. 09, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 09, 2013 |
Agreement To Purchase Senior Secured Notes [Member] | Agreement To Purchase Senior Secured Notes [Member] | Agreement To Purchase Senior Secured Notes [Member] | Agreement To Purchase Senior Secured Notes [Member] | Agreement To Purchase Senior Secured Notes [Member] | Agreement To Purchase Senior Secured Notes [Member] | |||||
Revenue [Member] | Revenue [Member] | Revenue [Member] | Tribute [Member] | |||||||
Note3MarketableInvestmentsDetailsLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Notes | ' | ' | ' | ' | ' | $3,000 | ' | ' | ' | $100,000 |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' | ' |
Paid-in-Kind Interest | ' | ' | -894 | ' | 119 | ' | ' | ' | ' | ' |
Cash Interest Reserve Created at Close | ' | ' | ' | ' | ' | 4,500 | ' | ' | ' | ' |
Investment Income, Interest | $91 | $79 | $269 | $79 | ' | ' | $91 | $269 | $79 | ' |
Marketable_Investments_Details2
Marketable Investments (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Investment Holdings Reconciliation [Abstract] | ' | ' |
Amortized Cost | $3,119 | $3,119 |
Gross Unrealized Gains | 0 | ' |
Gross Unrealized Loss | 0 | ' |
Fair Value | $3,119 | $3,119 |
Variable_Interest_Entities_Det
Variable Interest Entities (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
SWKHP Holdings [Member] | SWKHP Holdings [Member] | Minimum Interest [Member] | Non-controlling Interests in Consolidated Partnership | Holmdel Pharmaceuticals LP [Member] | SWKHP Holdings LP [Member] | SWKHP Holdings GP [Member] | ||||||
Note4VariableInterestEntitiesDetailsLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,000 | ' | ' |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | ' | ' | ' | ' | ' | ' | ' | ' | 7,000 | ' | 13,000 | 6,000 |
Percent of Pharmaceutical Product's Cash Flow to be Received by the Limited Partnership | ' | ' | ' | ' | 84.00% | ' | ' | 39.00% | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84.00% | ' | ' |
Income (Loss) from Equity Method Investments | 1,769 | 627 | 4,465 | 1,042 | ' | 944 | 2,378 | ' | ' | ' | ' | ' |
Proceeds from Equity Method Investment, Dividends or Distributions | ' | ' | 5,543 | 3,403 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Noncontrolling Interests | ' | $329 | $2,958 | $1,815 | ' | ' | ' | ' | ' | ' | ' | ' |
Variable_Interest_Entities_Det1
Variable Interest Entities (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Change in Investment Carrying Amount - Holmdel [Abstract] | ' | ' | ' | ' |
Beginning Balance | ' | ' | $10,425 | ' |
Add: Income from investments in unconsolidated entities | 1,769 | 627 | 4,465 | 1,042 |
Less: Cash distribution on investments in unconsolidated entities | ' | ' | -5,543 | -3,403 |
Ending Balance | $9,347 | ' | $9,347 | ' |
Variable_Interest_Entities_Det2
Variable Interest Entities (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Financial Statement Information - Holmdel [Abstract] | ' | ' | ' | ' |
Assets | $13,100 | $12,500 | $13,100 | $12,500 |
Liabilities | 2,500 | 0 | 2,500 | 0 |
Equity | 10,600 | 12,500 | 10,600 | 12,500 |
Revenue | 2,800 | 4,300 | 8,100 | 8,300 |
Expenses | 700 | 3,600 | 2,800 | 7,100 |
Net income | $2,100 | $700 | $5,300 | $1,200 |
Loan_Credit_Agreement_with_Rel1
Loan Credit Agreement with Related Party (Details Narrative) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 09, 2014 | Jul. 30, 2014 | Feb. 04, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 09, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Warrant [Member] | Warrant [Member] | Warrant [Member] | Other Income [Member] | Other Income [Member] | Delayed Draw [Member] | Delayed Draw [Member] | Delayed Draw [Member] | Delayed Draw [Member] | Delayed Draw [Member] | Delayed Draw [Member] | ||||
Warrant [Member] | Warrant [Member] | Loan Credit Agreement [Member] | Amount Available After Realizing Net Proceeds Of At Least 10 Million [Member] | Amount Available At Closing [Member] | Threshold For Loan Increase [Member] | |||||||||
Note5LoanCreditAgreementwithRelatedPartyDetailsLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | ' | ' |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | ' | ' | 6.73% | 6.73% | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | $30,000 | ' | $30,000 | $15,000 | $19,000 |
Proceeds from Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | 5,000 | ' | ' | 11,000 |
Long-term Line of Credit, Noncurrent | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 |
Line of Credit Facility, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | 200,321 | 681,090 | 347,222 | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | $0.94 | $0.43 | ' | ' | $1.39 | $1.39 | ' | ' | ' | ' |
Warrants and Rights Outstanding | 536 | ' | 292 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized Gain (Loss) on Derivatives | ' | ' | ' | ' | ' | ' | 219 | 244 | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | ' | ' | ' | ' | ' | ' | ' | 141 | 553 | ' | ' | ' | ' |
Amortization of Financing Costs | $107 | $16 | ' | ' | ' | ' | ' | ' | $36 | $107 | ' | ' | ' | ' |
Loan_Credit_Agreement_with_Rel2
Loan Credit Agreement with Related Party (Details) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 06, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Loan Credit Agreement [Member] | Loan Credit Agreement [Member] | ||
Note5LoanCreditAgreementwithRelatedPartyDetailsValuationAssumptionsLineItems [Line Items] | ' | ' | ' |
Dividend rate | ' | 0.00% | 0.00% |
Risk-free rate | ' | 2.20% | 2.50% |
Expected life (years) | ' | '5 years 10 months 24 days | '6 years 8 months 12 days |
Expected volatility | ' | 32.40% | 27.00% |
Facility Maturity Date | 6-Sep-17 | ' | ' |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 18, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Carlson Capital, L.P. [Member] | J Brett Pope [Member] | Winston Black [Member] | Non Executive Board Members [Member] | Two Thousand Ten Stock Incentive Plan [Member] | SWKHP Holdings LP [Member] | SWKHP Holdings GP [Member] | Two Thousand Ten Stock Incentive Plan [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||||
Note6StockholdersEquityDetailsLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisation percentage | ' | ' | ' | ' | ' | ' | 69.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Shares Acquired | ' | ' | ' | ' | ' | ' | 55,908,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Shares par Value | $0.00 | ' | $0.00 | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Shares purchase price | ' | ' | ' | ' | ' | ' | $1.37 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of stock | ' | ' | $74,499 | ' | ' | ' | $74,499 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issuance cost | ' | ' | ' | ' | ' | ' | 2,095 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Shares aggregate purchase value | ' | ' | ' | ' | ' | ' | 76,594 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common share | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | ' | ' | ' | $1.37 | $1.37 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 2 months 12 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | '6 months | ' |
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,125,000 | 1,665,000 |
Share-based Compensation | 617 | 71 | 755 | 203 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,000 | 6,000 | ' | ' | ' |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | ' | ' | ' | ' | $7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Summary of Activities Under Option Plans [Abstract] | ' | ' |
Balances - Number of shares | 3,670,000 | 1,680,000 |
Balances - Weighted Average exercise price | $1.20 | $1.01 |
Balances - Weighted average remaining contractual term | '8 years 7 months 6 days | '7 years 9 months 18 days |
Balances - Aggregate intrinsic value | $1,109,200 | $458,600 |
Options vested and exercisable and expected to be vested and exercisable at September 30, 2014 | 3,380,000 | ' |
Options vested and exercisable and expected to be vested and exercisable at September 30, 2014 | $1.20 | ' |
Options vested and exercisable and expected to be vested and exercisable at June 30, 2014 | '8 years 7 months 6 days | ' |
Options vested and exercisable and expected to be vested and exercisable at June 30, 2014 | 1,048,500 | ' |
Options vested and exercisable at end of period | 545,000 | ' |
Options vested and exercisable at end of period | $1.36 | ' |
Options vested and exercisable at end of period | '6 years 1 month 6 days | ' |
Options vested and exercisable at end of period | $251,700 | ' |
Options cancelled and retired (in shares) | -10,000 | 0 |
Options cancelled and retired | $2.65 | $0 |
Options exercised (in shares) | 0 | 0 |
Options exercised | $0 | $0 |
Options granted (in shares) | 2,000,000 | 0 |
Options granted | $1.37 | $0 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Seventy cents [Member] | Eighty Three Cents [Member] | One Dollar Twenty Four Cents [Member] | One Dollar Eighty Three Cents [Member] | Two Dollars Sixty Seven Cents [Member] | Two Ninety Five [Member] | Three Fifty [Member] | Total [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Prices | $1.20 | $1.01 | $0.70 | $0.83 | $1.24 | $1.37 | $2.67 | $2.95 | $3.50 | $1.36 |
Number Outstanding, Vested and Exercisable (in Shares) | ' | ' | 20,000 | 1,500,000 | 20,000 | 2,000,000 | 20,000 | 90,000 | 20,000 | 1,670,000 |
Weighted Average Remaining Contractual Life (In Years) | ' | ' | '4 years 9 months 18 days | '7 years 8 months 12 days | '3 years 9 months 18 days | '9 years 10 months 24 days | '2 years 9 months 18 days | '1 year 10 months 24 days | '2 years 4 months 24 days | '8 years 7 months 6 days |
Weighted Average Exercise Price Per Share | $1.20 | $1.01 | $0.70 | $0.83 | $1.24 | $1.37 | $2.67 | $2.95 | $3.50 | $1.36 |
Number Exercisable (in Shares) | ' | ' | 20,000 | 375,000 | 20,000 | ' | 20,000 | 90,000 | 20,000 | 545,000 |
Weighted Average Exercise Price Per Share | ' | ' | $0.70 | $0.83 | $1.24 | $1.37 | $2.67 | $2.95 | $3.50 | $1.20 |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (Restricted Stock [Member], USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Restricted Stock [Member] | ' | ' |
Note6StockholdersEquityDetailsRestrictedStockActivityLineItems [Line Items] | ' | ' |
Balances, Number of Shares | 1,125,000 | 1,665,000 |
Shares cancelled and forfeited | 0 | ' |
Shares vested | -680,000 | ' |
Shares granted | 140,000 | ' |
Balances, Weighted Average Grant Date Fair Value (per share) | $0.45 | $0.39 |
Shares cancelled and forfeited (per share) | $0 | ' |
Shares vested (per share) | $0.83 | ' |
Shares granted (per share) | $1.13 | ' |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Changes in Carrying Amount of Non-Controlling Interest [Abstract] | ' | ' | ' | ' |
Beginning Balance | ' | ' | $5,613 | ' |
Add: Income attributable to non-controlling interests | 944 | 329 | 2,378 | 543 |
Less: Cash distribution to non-controlling interests | ' | ' | -2,958 | ' |
Ending Balance | $5,033 | ' | $5,033 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial Assets: | ' | ' |
Tribute warrant | $613 | $204 |
Response Genetics warrant | 228 | ' |
Available-for-sale securities | 3,119 | 3,119 |
Financial Liabilities: | ' | ' |
Warrant liability | 536 | 292 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Financial Assets: | ' | ' |
Available-for-sale securities | 3,119 | 3,119 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Financial Assets: | ' | ' |
Response Genetics warrant | 228 | ' |
Tribute Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Financial Liabilities: | ' | ' |
Warrant liability | 536 | 292 |
Tribute Warrant [Member] | Marketable Securities [Member] | ' | ' |
Financial Assets: | ' | ' |
Tribute warrant | $385 | $204 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair value - December 31, 2013 | $204 | ' |
Fair value - September 30, 2014 | 613 | ' |
Fair value - December 31, 2013 | 292 | ' |
Change in fair value | 197 | 125 |
Fair value - September 30, 2014 | 536 | ' |
Tribute Warrant [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair value - December 31, 2013 | 204 | ' |
Issuances | 478 | ' |
Assignment | -115 | ' |
Change in fair value | 46 | ' |
Fair value - September 30, 2014 | 613 | ' |
Warrent Liability [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair value - December 31, 2013 | 292 | ' |
Issuances | ' | ' |
Change in fair value | 244 | ' |
Fair value - September 30, 2014 | $536 | ' |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Financial Assets | ' | ' | ' | ' |
Cash and cash equivalents | $69,183 | $7,664 | $9,919 | $24,584 |
Cash and cash equivalents at fair value | 69,183 | 7,664 | ' | ' |
Finance receivables | 41,466 | 29,286 | ' | ' |
Finance receivables at fair value | 41,505 | 29,324 | ' | ' |
Marketable investments | 4,849 | 3,119 | ' | ' |
Marketable investments at fair value | 4,849 | 3,119 | ' | ' |
Other assets | 613 | 204 | ' | ' |
Other Assets at fair value | 613 | 204 | ' | ' |
Financial Liabilities | ' | ' | ' | ' |
Warrant liability | 536 | 292 | ' | ' |
Gross liability at fair value | 536 | 292 | ' | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ' | ' |
Financial Assets | ' | ' | ' | ' |
Cash and cash equivalents at fair value | 69,183 | 7,664 | ' | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' | ' |
Financial Assets | ' | ' | ' | ' |
Marketable investments at fair value | 3,119 | 3,119 | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ' |
Financial Assets | ' | ' | ' | ' |
Finance receivables at fair value | 41,505 | 29,324 | ' | ' |
Marketable investments at fair value | 1,730 | ' | ' | ' |
Other Assets at fair value | 613 | 204 | ' | ' |
Financial Liabilities | ' | ' | ' | ' |
Gross liability at fair value | $536 | $292 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Note8IncomeTaxesDetailsLineItems [Line Items] | ' | ' |
Unrecognized Tax Benefits | $0 | ' |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | ' | -20,960 |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 426,000 | ' |
Net Operating Loss Carryforwards espires, if not offset againt future income | 31-Dec-32 | ' |
Majority Net Operating Loss Carryforwards espires, if not offset againt future income | '2021-12-31 | ' |
Exercise Of Stock Options [Member] | ' | ' |
Note8IncomeTaxesDetailsLineItems [Line Items] | ' | ' |
Operating Loss Carryforwards | ' | $1,800 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ' | ' |
Credit carryforward | $2,660 | $2,660 |
Stock based compensation | 287 | 287 |
Other | 59 | 59 |
Net operating losses | 144,839 | 146,637 |
Gross deferred tax assets | 147,845 | 149,643 |
Valuation allowance | -139,840 | -139,840 |
Net deferred tax assets | $8,005 | $9,803 |