Finance Receivables | Note 3. Finance Receivables, Net Finance receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method. The carrying value of finance receivables are as follows (in thousands): Portfolio September 30, December 31, Term loans $ 145,295 $ 118,533 Royalty purchases 28,128 35,121 Total before allowance for credit losses 173,423 153,654 Allowance for credit losses (7,838 ) (1,659 ) Total carrying value $ 165,585 $ 151,995 Credit Quality of Finance Receivables The Company originates finance receivables to companies primarily in the life sciences sector. This concentration of credit exposes the Company to a higher degree of risk associated with this sector. On a quarterly basis, the Company evaluates the carrying value of each finance receivable for impairment. 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 the 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. In certain circumstances, the Company may place a finance receivable on nonaccrual status but conclude it is not impaired. The Company may retain independent third-party valuations on such nonaccrual positions to support impairment decisions. 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, or the estimated fair value of the collateral, less estimated costs to sell. 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 individually develops the allowance for credit losses for any identified impaired loans. In developing the allowance for credit losses, the Company considers, among other things, the following credit quality indicators: · · · · · · · The following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in thousands): September 30, 2018 December 31, 2017 Nonaccrual Performing Total Nonaccrual Performing Total Term loans $ 29,469 $ 110,826 $ 140,295 $ 11,402 $ 107,131 $ 118,533 Royalty purchases, net of credit loss allowance — 25,290 25,290 — 33,462 33,462 Total carrying value $ 29,469 $ 136,116 $ 165,585 $ 11,402 $ 140,593 $ 151,995 As of September 30, 2018 and December 31, 2017, the Company had three term loans associated with three portfolio companies in nonaccrual status with a carrying value, net of impairment and provision for credit loss allowance, of $29.5 million and $11.4 million, respectively. The Company collected $0.6 million on one nonaccrual loan during the nine months ended September 30, 2018. Of the three nonaccrual term loans as of September 30, 2018, two loans are deemed to be impaired. (Please see ABT Molecular Imaging, Inc., B&D Dental Corporation, and Hooper Holmes, Inc. Term Loans ABT Molecular Imaging, Inc. (“ABT”) On October 10, 2014, the Company entered into a credit agreement pursuant to which the Company provided ABT a second lien term loan in the principal amount of $10.0 million. The loan was scheduled to mature on October 8, 2021. The synthetic royalty payment due to the Company on December 15, 2015 was blocked by ABT’s first lien lender pursuant to the terms of the intercreditor agreement by and between the Company and the first lien lender as a result of a forbearance agreement entered into between ABT and the first lien lender. Under the terms of the forbearance agreement, the first lien lender deferred principal payments until maturity of the first lien in March 2016 and ABT raised additional equity capital. In February 2016, ABT violated the terms of the forbearance agreement with the first lien lender. In order to control the workout of the default under the first lien loan and prevent the equity sponsors from taking control of the first lien term loan, the Company purchased from an unrelated party the first lien term loan at par for a purchase price of $0.7 million. The equity sponsors funded cash shortfalls into the second quarter of 2016. Since 2016, the Company has entered into additional amendments to the first lien term loan to provide for an additional $10.1 million of liquidity under the first lien credit agreement. The Company recorded an impairment loss of $7.6 million as of December 31, 2017. On June 13, 2018, ABT filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to implement a restructuring that will entail either a sale of substantially all of ABT’s assets under section 363 of the bankruptcy code or confirmation of a plan that will convert a portion of the Company’s outstanding secured indebtedness into 100 percent of the equity of reorganized ABT. The Company agreed to provide ABT up to $1.65 million of secured, debtor-in-possession financing to support ABT’s proposed bankruptcy restructuring. The Bankruptcy Court set August 13, 2018 as the date sale bids were due, and the minimum bid to participate in ABT’s proposed section 363 sale was $5.3 million in cash. No party submitted a bid by the deadline that conformed to the Bankruptcy Court’s order and the estate moved to accept non-conforming bids. On August 29, 2018, one party submitted a non-conforming bid. As the parties had not concluded negotiating the documentation regarding the transaction by September 28, 2018, ABT and the Company elected to proceed with a court hearing to approve the disclosure statement that outlined the reorganization plan, whereby the Company would become the owner of reorganized ABT. The Bankruptcy Court approved the disclosure statement on September 28, 2018. To allow for additional time to potentially reach a deal with the bidder, the estate delayed soliciting ballots from ABT’s stakeholders until November 7, 2018. On October 31, 2018, ABT announced that it entered into an asset purchase agreement with Best-ABT, Inc., a wholly-owned subsidiary of Best Medical International, Inc. (“Best”), for aggregate consideration of (i) $500,000, paid over ten years in equal quarterly installments, plus (ii) a ten percent royalty on ABT’s net sales, including any commercialized improvements made to ABT’s technology, paid quarterly for the ten year period from closing pursuant to a royalty security agreement by and between Best and SWK Funding LLC, a wholly-owned subsidiary of the Company (“SWK Funding”). SWK Funding will receive 100 percent of the consideration. The Bankruptcy Court approved the asset sale transaction and terminated the plan of reorganization on November 8, 2018. The sale is expected to close within five business days. After November 8, 2018, post closing of the sale, the Company will have no further funding liabilities. During the three months ended September 30, 2018, the Company reevaluated its collateral position, considering the expected outcome of the Chapter 11 process, and as a result, the Company recognized impairment expense of $5.3 million to write off the second lien term loan. Of the $5.3 million, $2.0 million reflects an accrual for estimated exit costs. The Company also recorded an allowance for credit losses of $5.0 million on the first lien term loan in order to reflect the loan at its estimated fair value of $5.8 million as of September 30, 2018, which is based on discounted expected future cash flows provided by Best. B&D Dental Corporation (“B&D”) On December 10, 2013, the Company entered into a five-year credit agreement to provide B&D a senior secured term loan with a principal amount of $6.0 million funded upon close, net of an arrangement fee of $60,000. The loan was scheduled to mature on December 10, 2018. Subsequently, the terms of the loan have been amended, and the Company has funded additional amounts to B&D. As of September 30, 2018, the total amount funded was $8.1 million. B&D is currently evaluating strategic options, including a potential sale of the business. B&D is currently in default under the terms of the credit agreement, and as a result, the Company classified the loan to nonaccrual status as of September 30, 2015. During the first and fourth quarters of 2016, the Company executed two additional amendments to the loan to advance an additional $0.5 million in order to directly pay critical vendors and protect the value of the collateral. The Company believes its collateral position is greater than the unpaid balance; thus, accrued interest has not been reversed nor has an allowance been recorded as of September 30, 2018. The Company considered several factors in this determination, including an independent third-party valuation and developments in B&D’s business and industry. Hooper Holmes, Inc. (“Hooper”) On May 12, 2017, the Company provided a $6.5 million term loan to Hooper to support its merger with Provant Health Solutions, LLC (“Provant”). On August 8, 2017, the Company provided an additional $2.0 million term loan with terms similar to the original term loan. The $2.0 million August term loan was scheduled to mature on February 1, 2018. In late January, Hooper informed the Company of tight liquidity and that it was unable to repay the full $2.0 million; thus, the Company agreed to extend the maturity for twelve weeks to April 30, 2018 in exchange for a partial repayment of $0.3 million on February 1, 2018 and an additional $0.3 million on March 15, 2018. However, in mid-March, Hooper informed the Company that it was unable to repay the $0.3 million that was due on March 15, 2018. The Company required Hooper to retain financial advisors to evaluate strategic options, which included a potential sale of the business. On August 27, 2018, Hooper announced that it entered into an asset purchase agreement with Summit Health, Inc. (“Summit”), a subsidiary of Quest Diagnostics (“Quest”). In conjunction with the sale process, Hooper petitioned for Chapter 11 bankruptcy protection to facilitate a rapid section 363 sale process. Between May and August 2018, the Company entered into additional amendments, whereby the Company advanced Hooper an additional $9.4 million to meet its working capital requirements during the sale process and an additional $1.5 million of debtor-in-possession financing through its sale on October 10, 2018. On October 10, 2018, the Company received $15.6 million of cash proceeds from the asset sale, with an additional $0.2 million expected to be collected in the coming months, pursuant to the bankruptcy court approved estate wind down budget. As of September 30, 2018, the Company recorded the loan at its realizable value of $15.6 million and recognized a $2.5 million impairment charge as a result (please refer to Note 10, Subsequent Events, for further details on the Hooper section 363 sale). Royalty Purchases Cambia® On July 31, 2014, the Company purchased a 25 percent royalty on sales of Cambia® from royalty holder, APR Applied Pharma Research S.A. (“APR”), for $4.0 million. On December 2, 2015, the Company purchased a second 25 percent royalty on sales of Cambia® for $4.5 million. In the U.S., Cambia® is marketed by DepoMed, Inc. (“DepoMed”) while the product is marketed by Aralez Pharmaceuticals, Inc. in Canada. As disclosed by DepoMed, Cambia® prescription trends decelerated in 2017, and while they have begun to stabilize, they are not growing in line with the Company’s original forecast. During the three months ended March 31, 2018, the Company reduced its expectations for future royalty receipts and recognized an allowance for credit loss on the royalty purchase of $1.2 million. |