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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2024

OR

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

Commission File Number: 001-39184

 

SWK Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware 77-0435679
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
   
5956 Sherry Lane, Suite 650  
Dallas, TX 75225
(Address of Principal Executive Offices) (Zip Code)

 

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

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

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
         
Common Stock, par value $0.001 per share   SWKH   The Nasdaq Stock Market LLC
9.00% Senior Notes due 2027   SWKHL   The Nasdaq Stock Market LLC

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

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

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

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

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      YES        NO

As of August 8, 2024, there were 12,361,850 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

 

 

SWK Holdings Corporation

Form 10-Q

Quarter Ended June 30, 2024

Table of Contents

PART I. FINANCIAL INFORMATION    
       
Item 1. Financial Statements   1
       
  Unaudited Condensed Consolidated Balance Sheets—June 30, 2024 and December 31, 2023   1
       
  Unaudited Condensed Consolidated Statements of Income—Three and Six Months Ended June 30, 2024 and 2023   2
       
  Unaudited Condensed Consolidated Statements of Stockholders’ Equity—Three and Six Months Ended June 30, 2024 and 2023   3
       
  Unaudited Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2024 and 2023   4
       
  Notes to the Unaudited Condensed Consolidated Financial Statements   5
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   29
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk   38
       
Item 4 Controls and Procedures   38
     
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings   39
       
Item 1A. Risk Factors   39
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   39
       
Item 3. Defaults Upon Senior Securities   39
       
Item 4. Mine Safety Disclosures   39
       
Item 5. Other Information   39
       
Item 6. Exhibits   40
       
  Signatures   41

 

 

FORWARD-LOOKING STATEMENTS

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

 

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

 

 

PART I. FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share data)

 

   June 30,
2024
   December 31,
2023
 
Assets:          
Current assets:          
Cash and cash equivalents  $5,549   $4,503 
Restricted cash       733 
Interest, accounts receivable and other receivables, net   7,384    4,729 
Other current assets   1,859    1,904 
Total current assets   14,792    11,869 
           
Finance receivables, net of allowance for credit losses of $13,083 and $13,901 as of June 30, 2024 and December 31, 2023, respectively   265,470    274,504 
Collateral on foreign currency forward contract   2,750    2,750 
Marketable investments   731    48 
Deferred tax assets, net   27,052    28,290 
Warrant assets   835    1,759 
Intangible assets, net   232    6,487 
Property and equipment, net   5,008    5,438 
Other non-current assets   4,504    3,109 
Total assets  $321,374   $334,254 
           
Liabilities and Stockholders’ Equity:
          
Current liabilities:          
Accounts payable and accrued liabilities  $3,310   $3,935 
Deferred income   2,216    9 
Total current liabilities   5,526    3,944 
           
Contingent consideration payable       4,900 
Unsecured senior notes, net   31,078    30,781 
Revolving credit facility       12,350 
Other non-current liabilities   1,566    1,964 
Total liabilities   38,170    53,939 
           
Commitments and contingencies (Note 6)          
           
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; 12,447,195 and 12,497,770 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively   12    12 
Additional paid-in capital   4,423,472    4,425,104 
Accumulated deficit   (4,140,280)   (4,144,801)
Total stockholders’ equity   283,204    280,315 
Total liabilities and stockholders’ equity  $321,374   $334,254 

 

 See accompanying notes to the unaudited condensed consolidated financial statements.

1

 

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2024   2023   2024   2023 
Revenues:                    
Finance receivable interest income, including fees  $10,680   $9,278   $21,399   $18,538 
Pharmaceutical development   804    183    1,083    301 
Other   57    36    103    69 
Total revenues   11,541    9,497    22,585    18,908 
Costs and expenses:                    
Provision (benefit) for credit losses   4,074    (682)   9,397    (682)
Loss on impairment of intangibles assets   5,771        5,771     
Interest expense   1,119    363    2,375    545 
Pharmaceutical manufacturing, research and development expense   520    1,509    1,050    2,228 
Change in fair value of acquisition-related contingent consideration   (4,900)       (4,900)    
Depreciation and amortization expense   421    637    935    1,285 
General and administrative expense   2,923    2,997    5,607    5,537 
Income from operations   1,613    4,673    2,350    9,995 
Other income (expense), net                    
Unrealized net gain (loss) on warrants   226    399    131    (583)
Net realized gain on sale of marketable investments   656        513     
Realized gain (loss) on sale of assets   3        (228)    
Gain on revaluation of finance receivable   2,495        2,495     
Realized and unrealized foreign currency transaction gains   437    316    524    502 
Income before income tax expense   5,430    5,388    5,785    9,914 
Income tax expense   1,035    1,454    1,264    1,345 
Net income  $4,395   $3,934   $4,521   $8,569 
                     
Net income per share                    
Basic  $0.35   $0.31   $0.36   $0.67 
Diluted  $0.35   $0.31   $0.36   $0.67 
Weighted average shares outstanding                    
Basic   12,457    12,741    12,466    12,787 
Diluted   12,528    12,785    12,534    12,830 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

2

 

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

   Six Months Ended June 30, 2024 
                   Total 
   Common Stock   Additional Paid-   Accumulated   Stockholders’ 
   Shares   Amount   In Capital   Deficit   Equity 
Balances at December 31, 2023   12,497,770   $12   $4,425,104   $(4,144,801)  $280,315 
Stock-based compensation           111        111 
Forfeiture of unvested restricted stock   (6,446)                
Issuance of common stock upon vesting of restricted stock   48,918                 
Repurchases of common stock in open market   (58,298)       (999)       (999)
Net income               126    126 
Balances at March 31, 2024   12,481,944    12    4,424,216    (4,144,675)   279,553 
Stock-based compensation           249        249 
Issuance of common stock upon vesting of restricted stock   17,323                 
Repurchases of common stock in open market   (54,667)       (950)       (950)
Net settlement for employee taxes on stock options           (43)       (43)
Stock options exercised, net   2,595                 
Net income               4,395    4,395 
Balances at June 30, 2024   12,447,195   $12   $4,423,472   $(4,140,280)  $283,204 
     
   Six Months Ended June 30, 2023 
                   Total 
   Common Stock   Additional Paid-   Accumulated   Stockholders’ 
   Shares   Amount   In Capital   Deficit   Equity 
Balances at December 31, 2022   12,843,157   $12   $4,430,922   $(4,151,005)  $279,929 
Stock-based compensation           35        35 
Effect of adoption of ASU 2016-13               (9,683)   (9,683)
Issuance of common stock upon vesting of restricted stock   16,008                 
Repurchases of common stock in open market   (28,766)       (531)       (531)
Net income               4,635    4,635 
Balances at March 31, 2023   12,830,399    12    4,430,426    (4,156,053)   274,385 
Stock-based compensation           164        164 
Issuance of common stock upon vesting of restricted stock   8,612                 
Repurchase of common stock in open market   (272,492)       (4,599)       (4,599)
Net income               3,934    3,934 
Balances at June 30, 2023   12,566,519   $12   $4,425,991   $(4,152,119)  $273,884 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

3

 

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

  

Six Months Ended

June 30,

 
   2024   2023 
Cash flows from operating activities:          
Net income  $4,521   $8,569 
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision (benefit) for credit losses   9,397    (682)
Loss on impairment of intangible assets   5,771     
Right-of-use amortization and cease use costs   261    156 
Amortization of debt issuance costs   491    168 
Deferred income taxes, net   1,239    1,316 
Net change in fair value of warrant assets   (131)   583 
Net realized gain on exercise of warrants   (513)    
Realized loss from sale of assets   228     
Change in fair value of acquisition-related contingent consideration   (4,900)    
Gain on revaluation of finance receivable   (2,495)    
Foreign currency transaction gain   (327)   (516)
Loan discount amortization and fee accretion   (2,592)   (2,297)
Interest paid-in-kind   (904)   (957)
Stock-based compensation   360    199 
Depreciation and amortization expense   935    1,285 
Changes in operating assets and liabilities:          
Interest, accounts receivable and other receivables   (2,655)   (1,287)
Other assets   (150)   (792)
Accounts payable, accrued expenses, and other non-current liabilities   (900)   (354)
Deferred income   2,207    (3)
Net cash provided by operating activities   9,843    5,388 
           
Cash flows from investing activities:          
Sale of finance receivables       13,942 
Sale of marketable investments   574     
Investment in finance receivables   (7,446)   (13,101)
Repayment of finance receivables   11,693    3,041 
Corporate debt securities principal payments   13    17 
Purchases of property and equipment   (21)   (191)
Net cash provided by investing activities   4,813    3,708 
           
Cash flows from financing activities:          
Net settlement for employee taxes on stock options   (43)    
Net payments on credit facility   (12,350)   (2,445)
Payments for financing costs       (872)
Repurchases of common stock, including fees and expenses   (1,950)   (5,130)
Net cash used in financing activities   (14,343)   (8,447)
           
Net increase in cash, cash equivalents, and restricted cash   313    649 
Cash, cash equivalents, and restricted cash at beginning of period   5,236    6,156 
Cash, cash equivalents, and restricted cash at end of period  $5,549   $6,805 
           
Supplemental non-cash investing and financing activities:          
Derecognition of right-of-use assets and operating lease liabilities upon termination of lease  $82   $ 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

4

 

SWK HOLDINGS CORPORATION

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

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

Nature of Operations

 

SWK Holdings Corporation (the “Company,” “we,” or “us”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, we commenced a strategy of building a specialty finance and asset management business. In August 2019, we commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. Our operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” We evaluate and invest in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (collectively, “life sciences”). We allocate capital to each segment in order to generate income through the sales of life science products by third parties and related earned income sources. The Company is headquartered in Dallas, Texas, and as of June 30, 2024, the Company had 22 full-time employees.

The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset.

As of August 8, 2024, the Company and its partners have executed transactions with 56 different parties under its specialty finance strategy, funding an aggregate of $779.8 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.

 

During 2019, we commenced our Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). Enteris is a clinical development and manufacturing organization providing development services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. We seek to generate income by providing customers pharmaceutical development, formulation and manufacturing services as well as licensing its internally developed intellectual property.

With an effective date of April 21, 2023 we entered into a collaboration agreement with a strategic partner under which we would be the exclusive provider of certain contract development and manufacturing organization (“CDMO”) services to its customers. Fee revenue generated as a result of this agreement is presented as pharmaceutical development revenue on the unaudited condensed consolidated statement of income and is accounted for in accordance with our revenue recognition policy as described under Revenue Recognition below.

With an effective date of January 1, 2024, we entered into an Option and Asset Purchase Agreement with the same strategic partner on March 14, 2024, which granted the partner an exclusive option to acquire certain of Enteris’ assets related to its business of providing CDMO services to third parties, subject to certain exclusions. The partner must exercise the option by or before January 1, 2026.

Basis of Presentation and Principles of Consolidation 

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

5

 

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

 

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, 2024. 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, 2023, filed with the SEC on March 20, 2024.

Use of Estimates 

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

 

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

 

Segment Information

The Company earns revenues from its two U.S.-based business segments: its specialty finance and asset management business offering customized financing solutions to a broad range of life-sciences companies (“Finance Receivable segment”), and its business offering CDMO services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform (“Pharmaceutical Development segment”).

6

 

Revenue Recognition

 

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

 

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

 

Correction of an Error in Previously Issued Unaudited Condensed Financial Statements

 

During the quarter ended June 30, 2024, the Company identified an error related to the recognition of a holdback liability for a royalty which was incorrectly recorded into revenue. This error affected the consolidated financial statements for the quarter ended March 31, 2024 and was determined to be immaterial to the prior period’s unaudited condensed consolidated financial statements and did not warrant restatement and reissuance of the previously issued unaudited condensed consolidated financial statements. However, the Company recorded a correction to the prior quarter ended March 31, 2024 and the financial statements will be revised the next time they are presented as comparative information in future filings. The Company based their qualitative and quantitative analysis on SEC Staff’s Accounting Bulletins Topic 1.M, “Materiality and Topic 1.N, Considering the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements.”

 

The following table details the revisions to the line items of our previously issued unaudited condensed financial statements to reflect the correction of the error (in thousands):

 

Three Months Ended March 31, 2024  As Reported  Adjustment  As Revised
Revenues:               
Finance receivable interest income, including fees  $11,454   $(735)  $10,719 
Pharmaceutical development   279        279 
Other   46        46 
Total revenues   11,779    (735)   11,044 
Net income  $861   $(735)  $126 
Basic net income per share  $0.07   $(0.06)  $0.01 
Diluted net income per share  $0.07   $(0.06)  $0.01 
Assets:               
Finance receivables, net of allowance for credit    261,285    (13)   261,272 
Total assets  $322,350   $(13)  $322,337 
Stockholders’ equity:               
Accumulated deficit   (4,143,940)   (735)   (4,144,675)
Total stockholders’ equity  $280,288   $(735)  $279,553 

 

   

Research and Development

 

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

7

 

Recent Accounting Pronouncements

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

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Public entities are required to adopt the changes retrospectively, recasting each prior-period disclosure for which a comparative income statement is presented in the period of adoption. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard is intended to provide greater transparency in various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

8

 

Note 2. 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 net income per share for the following periods (in thousands, except per share amounts):

 

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Numerator:                    
Net income  $4,395   $3,934   $4,521   $8,569 
                     
Denominator:                    
Weighted-average shares outstanding   12,457    12,741    12,466    12,787 
Effect of dilutive securities   71    44    68    43 
Weighted-average diluted shares   12,528    12,785    12,534    12,830 
                     
Basic net income per share  $0.35   $0.31   $0.36   $0.67 
Diluted net income per share  $0.35   $0.31   $0.36   $0.67 

 

For the three months ended June 30, 2024 and 2023, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 159,000 and 118,000, respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive. For the six months ended June 30, 2024 and 2023, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 161,000 and 119,000, respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive.

9

 

Note 3. Finance Receivables

 

Finance receivables are reported at their determined principal balances net of any unearned income, cumulative write offs charged against the allowance for credit losses, 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 values of finance receivables were as follows (in thousands):

 

   June 30, 2024   December 31, 2023 
Term loans  $213,683   $221,145 
Royalty purchases   64,870    67,260 
Total before allowance for credit losses   278,553    288,405 
Allowance for credit losses   (13,083)   (13,901)
Total carrying value  $265,470   $274,504 

 

Allowance for Credit Losses

The allowance for credit loss (“ACL”) is management’s estimate of the amount of expected credit losses over the life of the loan portfolio, or the amount of amortized cost basis not expected to be collected, at the balance sheet date. This estimate encompasses information about historical events, current conditions and reasonable and supportable economic forecasts. Determining the amount of the ACL is complex and requires extensive judgment by management about matters that are inherently uncertain. Given the current level of economic uncertainty, the complexity of the ACL estimate and level of management judgment required, we believe it is possible that the ACL estimate could change, potentially materially, in future periods. Changes in the ACL may result from changes in current economic conditions, our economic forecast, and circumstances not currently known to us that may impact the financial condition and operations of our borrowers, among other factors.

 

Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics. For finance receivables that do not share similar risk characteristics with other finance receivables, expected credit losses are estimated on an individual basis. Expected credit losses are estimated over the contractual terms of the finance receivables, adjusted for expected prepayments and unfunded commitments, generally excluding extensions and modifications. The loan portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses.

 

The Company adopted ASU 2016-13, as amended, on January 1, 2023 using the modified retrospective approach method. The implementation of ASU 2016-13 also impacted the Company’s ACL on unfunded loan commitments, as the ACL now represents expected credit losses over the contractual life of commitments not identified as unconditionally cancellable by the Company. The reserve for unfunded commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment. The funding rate represents management’s estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. On January 1, 2023, the Company recorded an adjustment for unfunded commitments of $0.4 million for the adoption of ASU 2016-13. As of June 30, 2024 the Company has a $0.1 million liability for credit losses on off-balance sheet exposures related to unfunded commitments, with this liability included in accounts payable and accrued liabilities on the condensed consolidated balance sheets. As of December 31, 2023, the Company recorded a $0.2 million liability for credit losses on off-balance-sheet credit exposures related to unfunded commitments, with this liability included in accounts payable and accrued liabilities on the condensed consolidated balance sheets. Please refer to Note 6 for further information on the Company’s unfunded commitments.

10

 

Allowance for Credit Losses - methodology update for the three months ended June 30, 2024

During the three months ended June 30, 2024, the Company revised its methodology for calculating the allowance for credit losses to be more directly tied to the individual risk ratings, as determined by management, of investments. This resulted in a re-allocation of the existing allowance and did not have a material impact on the total allowance for credit losses amount. Previously, the Company’s quarterly assessment of the allowance included two portfolio pools: Term Loans and Royalties. After the change in methodology effective for the quarter ended June 30, 2024, these pools are further broken down into individual risk ratings applied to each investment to allow for a more precise method for calculating the allowance for credit losses.

 

The following table details the changes in the allowance for credit losses by Term Loans and Royalties (in thousands):

 

 

  

Six Months Ended June 30, 2024

   Six Months Ended June 30, 2023 
   Term
Loans
   Royalties   Total   Term
Loans
 
  Royalties   Total 
Allowance at beginning of period  $9,731   $4,170   $13,901   $   $11,846   $11,846 
Effect of adoption of ASU 2016-13               8,900    2,886    11,786 
Provision (benefit) for credit losses   5,055    127    5,182    (572)   (110)   (682)
Write offs   (6,000)       (6,000)       (11,846)(1)  (11,846)
Allowance at end of period  $8,786   $4,297   $13,083   $8,328   $2,776   $11,104 

 

(1)Reversal of finance receivable-specific ACL recognized in prior periods. No impact to unaudited condensed consolidated statement of income for the six months ended June 30, 2023.

Non-Accrual 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 its finance receivables. Recognition of income is suspended, and the finance receivable is placed on non-accrual status when management determines that collection of future income is not probable. 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.

11

 

The following table presents nonaccrual and performing finance receivables by portfolio pool, net of allowance for credit losses (in thousands) as of:

   June 30, 2024   December 31, 2023 
   Nonaccrual   Performing   Total   Nonaccrual   Performing   Total 
Term loans  $6,010   $207,673   $213,683   $9,128   $212,017   $221,145 
Royalty purchases   16,434    48,436    64,870    16,854    50,406    67,260 
Total before allowance for credit losses   22,444    256,109    278,553    25,982    262,423    288,405 
Allowance for credit losses   (3,368)   (9,715)   (13,083)   (1,447)   (12,454)   (13,901)
Total carrying value  $19,076   $246,394   $265,470   $24,535   $249,969   $274,504 

 

As of June 30, 2024, the Company had five finance receivables in nonaccrual status: (1) the term loan to Trio Healthcare Ltd. (“Trio”), with a carrying value of $1.5 million; (2) the term loan to Exeevo, Inc (“Exeevo”), with a carrying value of $4.5 million; (3) the Flowonix Medical, Inc. (“Flowonix”) royalty, with a carrying value of $10.4 million (see Loan Modifications Made to Borrowers Experiencing Financial Difficulty below for further details); (4) the Best ABT, Inc. (“Best”) royalty, with a carrying value of $2.4 million; and (5) the Ideal Implant, Inc. (“Ideal”) royalty, with a carrying value of $3.6 million. As of June 30, 2024 Trio was considered impaired by $8.1 million and Exeevo was impaired by $2.2 million with the impairments recognized as a reduction in the allowance for credit losses on the unaudited condensed consolidated statements of income for the six months ended June 30, 2024. The Company collected $0.7 million and $0.2 million on its nonaccrual finance receivables for the six months ended June 30, 2024 and 2023, respectively.

 

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

 

Effective January 1, 2023, the Company adopted the provisions of ASU 2022-02 “Troubled Debt Restructuring (“TDRs”) and Vintage Disclosures (Topic 326)”, which eliminated the accounting for TDRs while expanding loan modification and vintage disclosure requirements. The update specifically required additional disclosures on loan modifications to borrowers experiencing financial difficulties that involved an interest rate reduction, other-than-insignificant payment delay, a term extension, principal forgiveness or a combination thereof.

 

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. On an ongoing basis, the Company monitors the performance of modified loans to their restructured terms.

12

 

Revaluation of Finance Receivable

 

During the three months ended June 30, 2024, the Company revalued its royalty for Iluvien as a result of entering into an amendment during the quarter. Pursuant to the amendment, the forecast of cash flows to be received over the life of the financial royalty was revised resulting in a revaluation gain of $2.5 million and corresponding mark-up to the carrying value which is included in the “Gain on revaluation of finance receivable” caption on our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.

 

Credit Quality of Finance Receivables

 

The Company evaluates all finance receivables on a quarterly basis and assigns a risk rating based upon management’s assessment of the borrower’s ability and likelihood of repayment. The assessment is subjective and based on multiple factors, including but not limited to, financial strength of borrowers and operating results of the underlying business. The credit risk analysis and rating assignment is performed quarterly in conjunction with the Company’s assessment of its allowance for credit losses. The Company uses the following definitions for its risk ratings for Term Loans:

 

1: Borrower performing well below Company expectations, and the borrower’s ability to raise sufficient capital to operate its business or repay debt is highly in question. Finance receivables rated a 1 are on non-accrual and are at an elevated risk for principal impairment.

2: Borrower performing below plan, and the loan-to-value is generally worse than at the time of underwriting. Borrower has limited access to additional capital to operate its business. Finance receivables rated a 2 are generally on non-accrual, and while no loss of impairment is anticipated, there is potential for future principal impairment.

3: Borrower performing in-line-to-modestly below Company expectations, and loan-to-value is similar to slightly worse than at the time of underwriting. Borrower has demonstrated access to capital markets.

4: Borrower performing in-line-to-modestly above Company expectations and loan-to-value similar or modestly better than underwriting case. Borrower has demonstrated access to capital markets.

5: Borrower performing in excess of Company expectations, and loan-to-value is better than at time of origination.

The Company uses an internal credit rating system which rates each Royalty on a color scale of Green to Red, with Green typically indicative of a Royalty that is exceeding base underwritten case, Yellow indicates a Royalty performing in-line with underwritten plan, and Red reflective of underperformance relative to plan.

13

 

The following table summarizes the carrying value of Finance Receivables by origination year, grouped by risk rating as of June 30, 2024 and December 31, 2023 (in thousands):

   June 30, 2024 
   2023   2022   2021   2020   2019   Prior   Total 
Term Loans                                   
5  $   $   $13,835   $   $4,991   $   $18,826 
4   31,108    57,988                9,328    98,424 
3   24,604        10,718        29,154        64,476 
2           12,601            13,346    25,947 
1       4,538    1,472                6,010 
Subtotal - Term Loans  $55,712   $62,526   $38,626   $   $34,145   $22,674   $213,683 
                                    
Royalties                                   
Green  $12,110   $11,985   $   $16,595   $   $1,297   $41,987 
Yellow               3,087        3,362    6,449 
Red           3,564    10,433        2,437    16,434 
Subtotal - Royalties  $12,110   $11,985   $3,564   $30,115   $   $7,096   $64,870 
Total Finance Receivables, gross  $67,822   $74,511   $42,190   $30,115   $34,145   $29,770   $278,553 
     

 

   December 31, 2023 
   2023   2022   2021   2020   2019   Prior   Total 
Term Loans                                   
5  $   $   $13,734   $   $5,696   $   $19,430 
4   25,799    32,211                10,485    68,495 
3   24,341    24,285    10,227        31,807        90,660 
2       6,924    12,493            14,015    33,432 
1           9,128                9,128 
Subtotal - Term Loans  $50,140   $63,420   $45,582   $   $37,503   $24,500   $221,145 
                                    
Royalties                                   
Green  $27,785   $   $   $14,650   $   $1,340   $43,775 
Yellow               3,212        3,419    6,631 
Red           3,834    10,433        2,587    16,854 
Subtotal - Royalties  $27,785   $   $3,834   $28,295   $   $7,346   $67,260 
Total Finance Receivables, gross  $77,925   $63,420   $49,416   $28,295   $37,503   $31,846   $288,405 

14

 

Note 4. Intangible Assets

 

As of June 30, 2024 and December 31, 2023, the gross book value, accumulated amortization, net book value and estimated useful life of acquired intangible assets were as follows (in thousands, except estimated useful life data):

   June 30, 2024 
   Gross Book
Value
   Accumulated
Amortization
   Net Book
Value
   Estimated
Useful Life
 
Trade names and trademarks  $210   $102   $108    10 
Customer relationships   240    116    124    10 
Total intangible assets  $450   $218   $232      
                     
   December 31, 2023 
   Gross Book
Value
   Accumulated
Amortization
   Net Book
Value
   Estimated
Useful Life
 
Licensing Agreement(1)  $29,400   $23,167   $6,233    10 
Trade names and trademarks   210    92    118    10 
Customer relationships   240    104    136    10 
Total intangible assets  $29,850   $23,363   $6,487      

 

(1)Prior to our acquisition of Enteris, Enteris entered into the License Agreement with Cara Therapeutics, Inc. (“Cara”), for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVATM in any indication worldwide, excluding South Korea and Japan. Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory. As of June 30, 2024, the Company concluded that the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of product covered by the License Agreement. The Company has recognized a full impairment on the license of its remaining net book value of $5.8 million which is included in the “Loss on impairment of intangible assets” section of our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.

 

Amortization expense was $0.2 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, and was recognized within depreciation and amortization expense on the unaudited condensed consolidated statements of income. Amortization expense related to intangible assets was $0.5 million and $0.9 million for the six months ended June 30, 2024 and 2023, respectively. Based on amounts recorded at June 30, 2024, the Company will recognize acquired intangible asset amortization as follows (in thousands):

Schedule of Intangible Asset Amortization Expense

Remainder of 2024  $23 
2025   45 
2026   45 
2027   45 
2028   45 
Thereafter   29 
Total  $232 

15

 

Note 5. Debt

 

Revolving Credit Facility

 

On June 28, 2023, the Company entered into a new credit agreement (the “Credit Agreement”) by and among SWK Funding LLC, the Company’s wholly-owned subsidiary (together with the Company, the “Borrower”), the lenders party thereto (“Lenders”), and First Horizon Bank as a Lender and Agent (the “Agent”). The Credit Agreement provides for a revolving credit facility with an initial maximum principal amount of $45.0 million. The Credit Agreement provides that the Company may request one or more incremental increases in an aggregate amount not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the termination of the revolving credit period on June 28, 2026 (the “Commitment Termination Date”). The revolving credit period will be followed by a one-year amortization period, with the final maturity date of the Credit Agreement occurring on June 28, 2027.

 

The outstanding principal balance of the Credit Agreement will bear interest at a rate per annum equal to the sum of (i) Term Secured Overnight Financing Rate, or SOFR (as defined in the Credit Agreement) plus (ii) 3.75 percent at all times prior to the Commitment Termination Date. The outstanding principal balance of the revolving credit facility will bear interest at a rate per annum equal to the sum of (i) Term SOFR (as defined in the Credit Agreement) plus (ii) 4.25 percent at all times on and after the Commitment Termination Date. Under the terms of the Credit Agreement, all accrued and unpaid interest shall be due and payable, in arrears, on the first business day of each calendar month.

 

The Credit Agreement contains customary affirmative and negative covenants, in addition to financial covenants specifying that, as of the end of each calendar month, (i) the consolidated leverage ratio of Borrower will not exceed 1.00 to 1.00, (ii) the consolidated interest coverage ratio of Borrower will not be less than 4.00 to 1.00, (iii) the cash collection rate in relation to Borrower’s portfolio of loan assets will not be less than 4.5 percent, for such calendar month, (iv) the net charge-off percentage in relation to Borrower’s portfolio of loan assets will not exceed 3 percent for such calendar month, (v) the weighted average risk rating in relation to Borrower portfolio of loan assets will not be less than 3.00, and (vi) the Company's cumulative share repurchases will not exceed $5 million in value in any 12-month period. In addition, the Credit Agreement provides that at no time shall the Company permit its consolidated tangible net worth to be less than $145.0 million, or its liquidity (as defined in the Credit Agreement) to be less than $5.0 million. The Credit Agreement also contains events of default customary for such financings, the occurrence of which would permit the Agent and Lenders to accelerate the aggregate principal amount due thereunder. As of the date of this filing, the Company is in process of amending the Credit Agreement whereby the covenant for net charge-off percentage will be revised upwards, the consolidated interest coverage ratio will be revised downwards and the Company's share repurchase basket will be increased. The amendment will address covenant defaults as of June 30, 2024 and waive any past defaults.

 

The Credit Agreement refinances the Company’s Loan and Security Agreement dated as of June 29, 2018 (the “Prior Credit Agreement”), as amended, between the Company and Cadence Bank, N.A. (“Cadence Bank”), as the lender and administrative agent, which was due to expire on September 30, 2025. The Prior Credit Agreement was terminated by the Company, effective as of June 28, 2023.

 

On October 10, 2023, the Company entered into a First Amendment to Credit Agreement pursuant to which Woodforest National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate commitments under the Credit Agreement from $45.0 million to $60.0 million.

 

As of June 30, 2024 there were no amounts outstanding under the new Credit Agreement. During the three months ended June 30, 2024 and 2023, the Company recognized $1.1 million and $0.4 million, respectively, of interest expense relating to the Credit Agreement and Prior Credit Agreement, respectively. During the six months ended June 30, 2024 and 2023, the Company recognized $2.4 million and $0.5 million, respectively, of interest expense in connection with the Credit Agreement.

16

 

Senior Notes Due 2027

 

On October 3, 2023, the Company issued a $30.0 million aggregate principal amount of 9.00% Senior Notes due 2027 (“2027 Senior Notes” or “Notes”) in a registered underwritten public offering. On October 27, 2023, the underwriter exercised in full, its over-allotment option by purchasing an additional approximately $3.0 million aggregate principal amount of the 2027 Senior Notes. The interest rates are fixed at 9.00% per annum and are payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on December 31, 2023, and until maturity. The Notes will mature on January 31, 2027. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $30.6 million. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding future acquisitions and investments, repaying indebtedness, making capital expenditures, and funding working capital.

 

The following table summarizes the outstanding balance of the Notes, net of debt issuance costs (in thousands):

   June 30, 2024   December 31, 2023 
2027 Senior Notes  $32,969   $32,969 
Debt issuance costs   (1,891)   (2,188)
Total unsecured senior notes, net  $31,078   $30,781 

 

The Company’s future principal obligations for the Notes were as follows (in thousands):

 

 

   June 30, 2024 
Remainder of 2024  $ 
2025    
2026    
2027   32,969 
Total unsecured senior notes, net  $32,969 

 

The Company may redeem the Notes for cash in whole or in part at any time (i) on or after September 30, 2025 (the “First Call Date”) and prior to September 30, 2026, at a price equal to the sum of 102% of their principal amount, and (ii) on or after September 30, 2026 at a price equal to the sum of 100% of their principal amount, plus (in each case noted above) accrued and unpaid interest to, but excluding, the date of redemption. At any time prior to the First Call Date, the Company may, at its option, redeem the Notes for cash, in whole at any time or in part from time to time at a redemption price equal to (i) 100% of the principal amount of Notes redeemed, plus (ii) a Make-Whole Amount (as defined in the Indenture), plus (iii) accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. Additionally, upon the occurrence of a Triggering Event (as defined in the Indenture), holders of the Notes will have the right to require the Company to make an offer to repurchase all or any portion of their Notes for cash at a purchase price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

 

The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.

 

The Company evaluated the 2027 Senior Notes for derivatives pursuant to Accounting Standard Codification (“ASC”) 815, “Derivatives and Hedging,” and identified an embedded derivative that required bifurcation as the feature is not clearly and closely related to the host instrument. The embedded derivative was a default provision, which could require additional interest payments. The Company reassesses the feature quarterly to determine if it requires separate accounting. There have been no changes to the Company’s assessment that the fair value of the embedded derivative is immaterial through June 30, 2024.

17

 

Note 6. Commitments and Contingencies

 

Lease Obligations

 

All the Company’s material leases are operating leases. Right-of-use (“ROU”) assets related to operating leases are included on the unaudited condensed consolidated balance sheets in other non-current assets. Operating lease cost is recognized over the lease term on a straight-line basis and is recorded within general and administrative expenses on the unaudited condensed consolidated statements of income. In March of 2023, the Company entered into a new lease for additional office space in Dallas, Texas on Sherry Lane. The Company’s corporate office spaces in Dallas, Texas total approximately 6,850 square feet consisting of the two office locations (Sherry Lane and Preston Road). Total rent expense recognized was $0.3 million and $0.2 million for six months ended June 30, 2024 and 2023, respectively.

 

On June 10, 2024, the Company entered into a lease termination agreement to its Preston Road office lease in Dallas (the “Lease Termination”). The Lease Termination terminated the Company’s rights and obligations with respect to the leased premises on June 30, 2024. As such, the ROU assets and operating lease liabilities were written off, and the Company recorded a gain of $4 thousand for the quarter ended June 30, 2024 and paid an early termination fee of $9 thousand. The remaining Sherry Lane office lease is set to expire in August 2028.

 

The Enteris headquarters is located in Boonton, New Jersey, where Enteris leases approximately 32,000 square feet of space. The office lease expires in December 2029 with an option to renew for an additional five years.

 

The components of lease cost was as follows (in thousands):

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Operating lease cost  $134   $125   $259   $222 
Variable lease cost   17    23    32    24 
Total lease cost  $151   $148   $291   $246 

  

Future minimum rent on the Company’s operating leases was as follows as of June 30, 2024 (in thousands):

 

Remainder of 2024  $283 
2025   456 
2026   461 
2027   465 
2028   405 
Thereafter   272 
Total future lease payments  $2,342 

18

 

Contingent Consideration

 

During fiscal year 2019 the Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement. Contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in the estimated fair value recognized in earnings. As of June 30, 2024, it has been determined the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of the product covered by the License Agreement. Accordingly, the Company has concluded that the liability for contingent consideration, previously held at its estimated fair value of $4.9 million, should be $0. The write-off of this contingent consideration liability has resulted in a gain of $4.9 million, which is included in the “Change in fair value of acquisition-related contingent consideration” caption of our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.

 

Unfunded Commitments

 

Per the terms of the royalty purchase or credit agreements, unfunded commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified date or period of time, and in the case of loan transactions, are subject to being advanced as long as an event of default does not exist. As of June 30, 2024 SWK had $5.0 million of unfunded commitments.

 

Litigation

 

The Company is involved in, or has been involved in, arbitrations or various other legal proceedings that arise from the normal course of its business. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material impact on the Company’s results of operations, balance sheets and cash flows due to defense costs, and divert management resources. The Company cannot predict the timing or outcome of these claims and other proceedings. As of June 30, 2024, the Company is not involved in any arbitration and/or other legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows.

Indemnification

 

As permitted by Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving in such capacity, or in other capacities at the Company’s request. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any such amounts. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is insignificant. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2024 and December 31, 2023.

19

 

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 six months ended June 30, 2024 and 2023.

 

The following information 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.

 

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

 

Cash and cash equivalents

 

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

20

 

Finance Receivables

 

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

 

Contingent Consideration

 

The fair value measurements of the contingent consideration obligations and the related intangible assets arising from business combinations are classified as Level 3 estimates under the fair value hierarchy, as these items have been valued using unobservable inputs. These inputs include: (a) the estimated amount and timing of projected cash flows; (b) the probability of the achievement of the factors on which the contingency is based; and (c) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Changes in fair value of this obligation are recorded as income or expense within operating income in our consolidated statements of income. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. As noted above in Note 6, the acquisition-related contingent consideration liability was written down to $0 as of June 30, 2024 due to non-viability of the underlying product.

Marketable Investments

 

If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities are 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 are 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 are 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 benchmark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.

 

Derivative Instruments

 

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 Company uses a foreign currency forward contract to manage the impact of fluctuations in foreign currency denominated cash flows expected to be received from one of its royalty finance receivables denominated in a foreign currency. The foreign currency forward contract is not designated as a hedging instrument, and changes in fair value are recognized in earnings. The foreign currency forward was recorded in other non-current assets in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 and totaled to $2.6 million and $1.0 million, respectively. The Company recognized a $0.8 million and $1.2 million gain due to changes in fair value related to its foreign currency forward contract during the three months ended June 30, 2024 and June 30, 2023, respectively. The Company recognized a $1.7 million and $1.6 million gain due to changes in fair value related to its foreign currency forward contract for the six months ended June 30, 2024 and June 30, 2023, respectively.

21

 

The following table presents financial assets measured at fair value on a recurring basis as of June 30, 2024 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Financial Assets                    
Warrant assets  $835   $   $   $835 
Marketable investments   731    696        35 
Foreign currency forward contract   2,629            2,629 

 

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Financial Assets                    
Warrant assets  $1,759   $   $   $1,759 
Marketable investments   48            48 
Foreign currency forward contract   974            974 
                     
Financial liabilities:                    
Contingent consideration payable  $4,900   $   $   $4,900 

 

The contingent consideration payable was valued using a discounted cash flow approach and included a significant unobservable input which is the discount rate. During the six months ended June 30, 2024 there was a write off of the full balance of contingent consideration liability due to the non-viability of the underlying product. See Note 6 for further information.

22

 

The changes in fair value of the warrant assets during the six months ended June 30, 2024 and 2023 were as follows (in thousands):

 

June 30, 2024  June 30, 2023
Fair value - December 31, 2023  $1,759   Fair value - December 31, 2022  $1,220 
Issued      Issued   822 
Exercised   (984)  Exercised    
Change in fair value   130   Change in fair value   (583)
Loss on foreign currency transactions  $(70)  Loss on foreign currency transactions  $ 
Fair value - June 30, 2024  $835   Fair value - June 30, 2023  $1,459 

 

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

 

Schedule of weighted average assumptions

   June 30, 2024  December 31, 2023
Dividend rate range    — 
Risk-free rate range  4.3% to 4.7%  3.8% to 4.8%
Expected life (years) range  2.4 to 5.3  1.2 to 5.8
Expected volatility range  73% to 177.7%  75.3% to 154.3%

 

The warrant assets are valued using a market approach and include significant unobservable inputs such as risk-free rate, expected life, and expected volatility. For the six months ended June 30, 2024 the risk-free rate range weighted average was 4.4%, and had a median of 4.3%. For the year ended December 31, 2023 the risk-free rate range weighted average was 4.3%, and had a median of 3.8%. For the six months ended June 30, 2024 the expected life range weighted average was 4.2 years, and had a median of 4.5 years. For the year ended December 31, 2023 the expected life range weighted average was 3.4 years, and had a median of 4.4 years. For the six months ended June 30, 2024 the expected volatility range weighted average was 102.7%, and had a median of 90.8%. For the year ended December 31, 2023 the expected volatility range weighted average 124.6%, and median of 134.4%.

As of June 30, 2024 and December 31, 2023, the Company had one royalty, Best, that was deemed to be impaired based on reductions in carrying value in prior periods. As of June 30, 2024, the Company had two loans, Trio Healthcare and Exeevo, that was deemed to be impaired based on reductions in carrying value during the six months ended June 30, 2024. The following table presents this royalty and the loans measured at amortized cost using the effective interest method, which approximates fair value, on a nonrecurring basis as of June 30, 2024 and December 31, 2023 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
June 30, 2024  $8,448   $   $   $8,448 
December 31, 2023  $2,587   $   $   $2,587 

 

There were no liabilities measured at fair value on a nonrecurring basis as of June 30, 2024 and December 31, 2023.

23

 

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

 

The following table presents the fair value of financial assets as of June 30, 2024 (in thousands):

 

   Carrying
Value
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Finance receivables, net  $265,470   $265,470   $   $   $265,470 
Marketable investments   731    731    696        35 
Warrant assets   835    835            835 
Foreign currency forward contract   2,629    2,629            2,629 

 

The following table presents the fair value of financial assets and liabilities as of year ended December 31, 2023 (in thousands):

 

   Carrying
Value
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Finance receivables, net  $274,504   $274,504   $   $   $274,504 
Marketable investments   48    48            48 
Warrant assets   1,759    1,759            1,759 
Foreign currency forward contract   974    974            974 
                          
Financial liabilities                         
Contingent consideration payable  $4,900   $4,900   $   $   $4,900 

24

 

Note 8. Revenue Recognition

 

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

 

The following table provides the contract revenue recognized by revenue source for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Pharmaceutical Development Segment                    
License Agreement  $49   $10   $49   $10 
Pharmaceutical Development   755    173    1,034    291 
Total contract revenue  $804   $183   $1,083   $301 

 

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

 

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

 

 

   June 30,
2024
   December 31,
2023
 
Pharmaceutical Development Segment          
Deferred income  $2,216   $9 
Total contract liabilities  $2,216   $9 

 

During the six months ended June 30, 2024, the Company recognized the full remaining balance of $9 thousand of 2023 deferred income from satisfaction of performance obligations. The Company did not have any contract assets as of June 30, 2024 or December 31, 2023.

25

 

Enteris Exclusive Option and Asset Purchase Agreement

 

With an effective date of January 1, 2024, we entered into an exclusive option and asset purchase agreement with a strategic partner on March 14, 2024 which granted the partner an exclusive option to acquire certain of Enteris’ assets related to its business of providing clinical manufacturing and development services. The partner must exercise the option by or before January 1, 2026. In exchange for the exclusive purchase option the partner is to provide consideration in the form of an “option fee” and “guaranteed revenue payments.”

 

The option fee is broken into two components: A low-single digit million fee due within 30 business days of executing the agreement; and should the option not be exercised by the first anniversary of the effective date, an additional low-single digit million fee will be due at that time. The first option fee was paid in April 2024. Option fee payments will be included in deferred income until the earlier of term expiration or exercise of the purchase option. Should the partner exercise the purchase option, any option fee payments made will be applied towards the purchase price.

 

The guaranteed revenue payments include two components: A mid-single digit million guaranteed revenue payment in 2024 and a mid-single digit million guaranteed revenue payment in 2025. The revenue is to be derived by the partner under an existing collaboration agreement, and partner is to pay the difference should the minimum amount not be met each year. Each year’s guaranteed revenue amount is to be paid in two installments semi-annually each year. Should revenue exceed the 2024 or 2025 guaranteed revenue amounts after receiving a difference payment in the first half of the year, we must repay the partner the amount of such overpayment. Guaranteed revenue of $0.4 million was recognized during the three and six months ended June 30, 2024.

 

Note 9. Segment Information

 

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

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

 

Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes. Management uses this measure of profit (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment. The Company does not report assets by reportable segment, as this metric is not used by the Company’s CEO in assessing performance or allocating resources to the segments.

26

 

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

   Three Months Ended June 30, 2024 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $10,680   $804   $   $11,484 
Other revenue   57            57 
Provision for credit losses   4,074            4,074 
Loss on impairment of intangible assets       5,771        5,771 
Interest expense   225    2    892    1,119 
Pharmaceutical manufacturing, research and development expense       520        520 
Change in fair value of acquisition-related contingent consideration       (4,900)       (4,900)
Depreciation and amortization expense       400    21    421 
General and administrative expense   91    748    2,084    2,923 
Other income (expense), net   3,851        (34)   3,817 
Income tax expense           1,035    1,035 
Net income (loss)   10,198    (1,737)   (4,066)   4,395 
                     

   Three Months Ended June 30, 2023 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $9,278   $183   $   $9,461 
Other revenue   36            36 
Benefit for credit losses   (682)           (682)
Interest expense   363            363 
Pharmaceutical manufacturing, research and development expense       1,509        1,509 
Depreciation and amortization expense       633    4    637 
General and administrative expense   137    981    1,879    2,997 
Other income, net   715            715 
Income tax expense           1,454    1,454 
Net income (loss)   10,211    (2,940)   (3,337)   3,934 

27

 
   Six Months Ended June 30, 2024 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $21,399   $1,083   $   $22,482 
Other revenue   103            103 
Provision for credit losses   9,397            9,397 
Loss on impairment intangible assets       5,771        5,771 
Interest expense   590    5    1,780    2,375 
Pharmaceutical manufacturing, research and development expense       1,050        1,050 
Change in fair value of acquisition-related contingent consideration       (4,900)       (4,900)
Depreciation and amortization expense       892    43    935 
General and administrative expense   169    1,457    3,981    5,607 
Other income (expense), net   3,843        (408)   3,435 
Income tax expense           1,264    1,264 
Net income (loss)   15,189    (3,192)   (7,476)   4,521 
                     

   Six Months Ended June 30, 2023 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $18,538   $301   $   $18,839 
Other revenue   67        2    69 
Benefit for credit losses   (682)           (682)
Interest expense   545            545 
Pharmaceutical manufacturing, research and development expense       2,228        2,228 
Depreciation and amortization expense       1,277    8    1,285 
General and administrative expense   167    1,709    3,661    5,537 
Other expense, net   (81)           (81)
Income tax expense           1,345    1,345 
Net income (loss)   18,494    (4,913)   (5,012)   8,569 

 

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

 

Note 10. Subsequent Events

 

Relief Therapeutics

 

On August 2, 2024, SWK Funding, a subsidiary of the Company, entered into a royalty purchase agreement with Relief Therapeutics Holding SA (“Relief”) and APR Applied Pharma Research SA pursuant to which SWK Funding paid $5.8 million at closing with another $5.3 million available for borrowing should Relief achieve certain milestones. In exchange, SWK Funding will receive royalties based off sales as listed in the agreement.

28

 

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

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, and the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.

 

Overview

We have organized our operations into two segments: Finance Receivables and Pharmaceutical Development. These segments reflect the way the Company evaluates its business performance and manages its operations. Please refer to Item 1. Financial Statements, Note 9 of the notes to the unaudited condensed consolidated financial statements for further information regarding segment information.

29

 

Finance Receivables Portfolio Overview

The table below provides an overview of our outstanding finance receivables transactions as of, and for the three and six months ended June 30, 2024 (in thousands, except rate, share and per share data).

                  Revenue (Loss)
Recognized
 
Royalty Purchases  Licensed Technology  Footnote   Funded
Amount
   GAAP
Balance
   2Q
2024
   Year-to-
Date
 
Besivance®  Ophthalmic antibiotic  (1)  $6,000   $   $8   $17 
Best ABT, Inc.  Oncology diagnosis  (2), (3)    5,784    2,437         
Coflex®/Kybella®  Spinal stenosis/submental fullness       4,350    3,087    (11)   82 
Cambia®  NSAID migraine treatment  (4)   8,500        93    210 
Duo Royalty  Japanese Women’s health/cystic fibrosis       15,353    11,986    563    1,178 
Flowonix Medical, Inc.  Drug delivery device  (3), (5)    12,455    10,433         
Forfivo XL®  Depressive disorder treatment       6,000    1,296    245    725 
Ideal Implant, Inc.  Aesthetics  (3), (6)    4,025    3,564         
Immune Globuin  Immune Globulin Therapeutics  (9)   14,100    12,110    805    1,303 
Iluvien®  Diabetic macular edema       16,501    16,595    545    1,103 
Veru, Inc.  Women’s health       10,000    3,362    130    260 

 

                        Revenue (Loss)
Recognized
 
Term Loans  Type  Footnote  Maturity Date  Principal   GAAP Balance   Rate   2Q
2024
   Year-to-
Date
 
4Web, Inc.  First lien     12/31/24  $26,411   $29,154    11.3%  $1,190   $2,512 
AOTI, Inc.  First lien     03/21/27   14,478    14,639    11.2%   573    1,094 
Elutia, Inc.  First lien     08/10/27   21,045    23,128    12.0%   944    1,910 
BIOLASE, Inc.  First lien     05/31/25   12,270    13,346    10.3%   564    1,142 
Biotricity, Inc.  First lien     12/21/26   12,364    12,601    11.5%   594    1,112 
CDMO Manufacturer  First lien     09/13/27   5,000    5,161    13.3%   202    400 
Epica International, Inc.  First lien     07/23/24   8,450    9,328    11.5%   379    736 
eTon Pharmaceuticals, Inc.  First lien     11/13/24   4,690    4,991    13.3%   200    413 
Journey Medical Corporation  First lien     12/27/27   20,000    19,888    12.8%   542    1,083 
Exeevo, Inc.  First lien  (2), (3)  07/01/27   4,558    4,538    12.8%   8    8 
MedMinder Systems, Inc.  First lien     08/18/27   20,000    20,221    12.3%   768    1,490 
MolecuLight, Inc.  First lien     12/29/26   10,426    10,718    12.8%   461    937 
Nicoya Lifesciences, Inc.  First lien     11/30/26   6,000    6,059    12.8%   265    522 
NeoLight, LLC  First lien     02/17/27   5,000    5,115    13.5%   266    478 
Shield Therapeutics, Plc  First lien     09/28/28   20,000    19,489    14.3%   824    1,638 
SKNV  First lien     05/15/27   13,497    13,835    10.4%   522    1,046 
Trio Healthcare Ltd.  First lien  (2), (3)  07/01/26   1,498    1,472    12.5%        

 

                   Revenue (Loss)
Recognized
 
Marketable Investments  Number of
Shares
   Footnote   Funded
Amount
   GAAP
Balance
   2Q
2024
   Year-to-
Date
 
Secured Royalty Financing (Marketable Investment)   N/A   (2), (3)   $3,000   $35   $   $ 
Eyepoint Pharma Common Stock      (7)   N/A    0         
AOTI Common Stock   402,634   (8)   N/A   $696   $   $ 

30

 
                   Change in Fair Value 
Warrants to Purchase Stock  Number of
Shares
   Footnote   Exercise
Price per
Share ($)
   GAAP
Balance
   2Q
2024
   Year-to-
Date
 
4Web, Inc.    TBD           $   $   $   $ 
Aziyo Biologics, Inc.   157,895         6.65    536    224    253 
Aziyo Biologics, Inc.   30,075         6.65    102    43    49 
BIOLASE, Inc.   22,039         9.80    1         
Biotricity, Inc.   57,536         6.26    2    (4)   (2)
CDMO Manufacturer   211,442         1.42             
CeloNova BioSciences, Inc.    TBD                       
DxTerity Diagnostics, Inc.   2,019,231                      
Epica International, Inc.    TBD                       
eTon Pharmaceuticals, Inc.   51,239         5.86    50    (24)   (47)
eTon Pharmaceuticals, Inc.   18,141         6.62    19    (9)   (17)
Exeevo, Inc.   930                      
EyePoint Pharmaceuticals, Inc.   40,910         11.00            127 
EyePoint Pharmaceuticals, Inc.   7,773         19.30            22 
Shield Warrant   8,910,540              125    (4)   (254)
MedMinder Systems, Inc.   72,324                      
MolecuLight, Inc.    TBD                       

 

       Revenue (Loss)
Recognized
 
   Assets   2Q 2024   Year-to-Date 
Total finance receivables, gross  $278,553   $10,680   $21,399 
Total marketable investments   731         
Total fair value of warrant assets   835         
Total  $280,119   $10,680   $21,399 

 

(1) US royalty was paid off during the year ended December 31, 2021. SWK continues to receive insignificant royalties on international sales.
(2) Investment considered partially impaired.
(3) Investment on non-accrual.
(4) Investment was paid off during the nine months ended September 30, 2023.
(5) Flowonix Medical assets were sold to a medical device company during the nine months ended September 30, 2023. In exchange for releasing its lien, SWK received cash at close and is expected to receive royalties on sales of two products. The finance receivable is now classified as a royalty.
(6) In July 2023, Ideal Implant assets were sold to an aesthetics company, which is expected to pay SWK a mid-single digit, capped royalty on implant sales in 2024.
(7) Eyepoint warrants exercised in 1Q 2024 and converted to shares.  The shares were sold during 2Q 2024.
(8) AOTI warrants exercised in 2Q 2024 and converted to shares.
(9) During the three months ended June 30, 2024, the Company identified an error in the calculation of revenue related to the release of a holdback liability for ImmuneGlobulin during the three months ended March 31, 2024. The error led to finance receivable interest income being overstated by $0.7 million for the three months ended March 31, 2024. See Note 1 for more details.

 

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

31

 

Critical Accounting Policies and Estimates

 

Our critical accounting policies and estimates are described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the six months ended June 30, 2024, compared to those discussed in our Annual Report.

 

Recent Accounting Pronouncements

 

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

 

Comparison of the three months ended June 30, 2024 and 2023 (in millions)

 

  

Three Months Ended
June 30,

     
   2024   2023   Change $ 
Revenues  $11.5   $9.5   $2.0 
Provision (benefit) for credit losses   4.1    (0.7)   4.8 
Loss on impairment of intangible assets   5.8        5.8 
Interest expense   1.1    0.4    0.7 
Pharmaceutical manufacturing, research and development expense   0.5    1.5    (1.0)
Change in fair value of acquisition-related contingent consideration   (4.9)       (4.9)
Depreciation and amortization expense   0.4    0.6    (0.2)
General and administrative expense   2.9    3.0    (0.1)
Other income, net   3.8    0.7    3.1 
Income tax expense   1.0    1.5    (0.5)
Net income   4.4    3.9    0.5 

 

Revenues

 

Revenues increased to $11.5 million for the three months ended June 30, 2024 from $9.5 million for the three months ended June 30, 2023. The $2.0 million increase in revenue for the three months ended June 30, 2024 consisted of a $1.4 million increase in Finance Receivables segment revenue and a $0.6 million increase in Pharmaceutical Development segment revenue. The $1.4 million increase in Finance Receivables segment revenue was primarily due an increase of $3.1 million in interest and fees earned due to funding new and existing loans offset by $1.7 million decrease in interest, fees and royalties earned on finance receivables that were paid off during the period.

 

Provision (Benefit) for Credit Losses

 

Our provision for credit losses is established through charges or credits to income in the form of the provision in order to bring our allowance for credit losses for loans and unfunded commitments to a level deemed appropriate by management. We recognized a net provision for credit losses of $4.1 million during the three months ended June 30, 2024 and $0.7 million benefit during three months ended June 30, 2023, respectively. The $2.1 million impairment on the Trio loan and $2.2 million impairment on the Exeevo loan were both included within the provision for credit losses. See Note 3 to the unaudited condensed consolidated financial statements for further information on the allowance for credit losses.

32

 

Interest Expense

 

Interest expense consists of interest accrued on our revolving line of credit, 9.00% Senior Notes due 2027, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense increased to $1.1 million for the three months ended June 30, 2024 from $0.4 million for the three months ended June 30, 2023. The $0.7 million increase in interest expense was mainly due to issuing approximately $32.9 million of Notes in an underwritten public offering in October of 2023, and the establishment of the Credit Agreement as of June 30, 2023. See Note 6 for further information on the Notes, new Credit Agreement, and Prior Credit Agreement. 

 

Pharmaceutical Manufacturing, Research and Development Expense

 

Pharmaceutical manufacturing, research and development expense decreased from $1.5 million for the three months ended June 30, 2023 to $0.5 million for the three months ended June 30, 2024. The $1.0 million decrease was primarily due to reduction in research and development and clinical trial related to cancelled projects.

 

Depreciation and Amortization Expense

 

The $0.2 million decrease in depreciation and amortization expense for the three months ended June 30, 2024 primarily consists of a decrease in amortization expense related to no longer amortizing intangible assets related to the Cara license. Amortization expense is aligned with the expected future cash flows of the intangible assets.

 

General and Administrative Expense

 

General and administrative expenses consist primarily of compensation; stock-based compensation and related costs for management, staff and Board; legal and audit expenses; and corporate governance expenses. General and administrative expenses decreased to $2.9 million for the three months ended June 30, 2024 from $3.0 million for the three months ended June 30, 2023 resulting in an immaterial change in total activity between the periods.

 

Other Income, Net

 

Other income, net increased to $3.8 million for the three months ended June 30, 2024 from $0.7 million for the three months ended June 30, 2023. The $3.1 million increase includes a $2.5 million gain on revaluation related to the Iluvien royalty after a contractual re-negotiation during the current quarter, and also includes a gain of $0.7 million from the exercise of warrants during current quarter.

 

Income Tax Expense

 

During the three months ended June 30, 2024 we recognized $1.0 million of income tax expense, while for the three months ended June 30, 2023 we recognized income tax of $1.5 million. The change in income tax expense is primarily attributed to changes in pre-tax net income, and the Company’s effective tax rate, which was 20.9% and 10.1% as of June 30, 2024 and 2023.

33

 

Comparison of the six months ended June 30, 2024 and 2023 (in millions)

 

  

Six Months Ended
June 30,

     
   2024   2023   Change $ 
Revenues  $22.6   $18.9   $3.7 
Provision (benefit) for credit losses   9.4    (0.7)   10.1 
Loss on impairment of intangible assets   5.8        5.8 
Interest expense   2.4    0.5    1.9 
Pharmaceutical manufacturing, research and development expense   1.1    2.2    (1.1)
Change in fair value of acquisition-related contingent consideration   (4.9)       (4.9)
Depreciation and amortization expense   0.9    1.3    (0.4)
General and administrative expense   5.6    5.5    0.1 
Other income (expense), net   3.4    (0.1)   3.5 
Income tax expense   1.3    1.3     
Net income   4.5    8.6    (4.1)

 

Revenues

 

Revenues increased to $22.6 million for the six months ended June 30, 2024 from $18.9 million for the six months ended June 30, 2023. The $3.7 million increase in revenue for the six months ended June 30, 2024 consisted of a $2.9 million increase in Finance Receivables segment revenue and a $0.8 million increase in Pharmaceutical Development segment revenue. The $2.9 million increase in Finance Receivables segment revenue was primarily due to a $6.3 million increase in interest and fees earned due to funding new and existing loans offset by $3.4 million decrease in interest, fees and royalties earned on finance receivables that were paid off during the period.

 

Provision (Benefit) for Credit Losses

 

Our provision for credit losses is established through charges or credits to income in the form of the provision in order to bring our allowance for credit losses for loans and unfunded commitments to a level deemed appropriate by management. We recognized a net provision for credit losses of $9.4 million during the six months ended June 30, 2024 and a $0.7 million benefit during six months ended June 30, 2023, respectively. Most of the change was related to a $8.1 million impairment on the Trio loan and $2.2 million impairment on the Exeevo loan that were included within the provision for credit losses during the period. See Note 3 to the unaudited condensed consolidated financial statements for further information on the allowance for credit losses.

 

Interest Expense

 

Interest expense consists of interest accrued on our revolving line of credit, 9.00% Senior Notes due 2027, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense increased to $2.4 million for the six months ended June 30, 2024 from $0.5 million for the six months ended June 30, 2023. The $1.9 million increase in interest expense was mainly due to issuing approximately $32.9 million of Notes in an underwritten public offering in October of 2023. See Note 6 for further information on the Notes, new Credit Agreement, and Prior Credit Agreement.

34

 

Pharmaceutical Manufacturing, Research and Development Expense

 

Pharmaceutical manufacturing, research and development expense decreased from $2.2 million for the six months ended June 30, 2023 to $1.1 million for the six months ended June 30, 2024. The $1.1 million decrease was primarily due to a reduction in research and development and clinical trial expenditures related to cancelled projects during the period.

 

Depreciation and Amortization Expense

 

The $0.4 million decrease in depreciation and amortization expense for the six months ended June 30, 2024 primarily consists of a decrease in amortization expense related to no longer amortizing intangible assets related to the Cara license. Amortization expense is aligned with the expected future cash flows of the intangible assets. See Note 4 for more information on the impairment of the Cara license.

 

General and Administrative Expense

 

General and administrative expenses consist primarily of compensation; stock-based compensation and related costs for management, staff and Board; legal and audit expenses; and corporate governance expenses. General and administrative expenses increased to $5.6 million for the six months ended June 30, 2024 from $5.5 million for the six months ended June 30, 2023 resulting in an immaterial change in total activity between the periods.

 

Other Income (Expense), Net

 

Other expense, net increased to $3.4 million for the six months ended June 30, 2024 from $0.1 million for the six months ended June 30, 2023. The $3.5 million increase includes a $2.5 million gain on revaluation related to the Iluvien royalty after a contractual re-negotiation, a gain of $0.7 million due to the exercise of warrants, a loss of $0.3 million on the sale of common shares, and the remaining activity relating to warrant fair value adjustments based on share price.

 

Income Tax Expense

 

During the six months ended June 30, 2024 and 2023 we recognized $1.3 million of income tax expense. Income tax expense remained consistent period over period and the Company’s effective tax rate was 20.9% and 10.1% as of June 30, 2024 and 2023, respectively, and a release of valuation allowance on deferred tax assets of $0.6 million took place during the six months ended June 30, 2023

35

 

Liquidity and Capital Resources

 

As of June 30, 2024, we had $5.5 million in cash and cash equivalents and restricted cash, compared to $5.2 million as of December 31, 2023. The primary driver of the $0.3 million increase in our cash balance was $29 million of interest, fees, principal and royalty payments received on our finance receivables. The increase in cash and cash equivalents was partially offset by $8.2 million of investment funding, net of deferred fees and origination expenses; $0.8 million holdback repayment; a net credit facility payment of $12.4 million; a payroll and benefits expense of $2.4 million; $3.2 million of accounts payable; and $1.9 million to repurchase shares of the Company’s common stock on the open market, pursuant to the Company’s stock repurchase program.

 

We entered into a $45.0 million revolving credit facility in June 2023 with First Horizon Bank. The Credit Agreement provides for one or more incremental increases not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the Commitment Termination Date. On October 10, 2023, the Company entered into a First Amendment to Credit Agreement pursuant to which Woodforest National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate commitments under the Credit Agreement from $45.0 million to $60.0 million. As of June 30, 2024, there was no outstanding amount under the new Credit Agreement, and $55.0 million was available for borrowing. The $60.0 million Credit Agreement contains a $5.0 million liquidity covenant, bringing the total amount available for borrowing to $55.0 million.

 

Our Prior Credit Agreement with Cadence Bank was terminated in connection with the establishment of the new Credit Agreement (please refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 6 of the notes to the consolidated financial statements for further information regarding the Credit Agreement with First Horizon Bank).

 

On October 3, 2023, the Company completed a registered underwritten public offering of $30.0 million of the Notes. On October 27, 2023, the underwriters exercised their option to purchase an additional approximately $3.0 million in aggregate principal amount of the Notes. The Notes will mature on January 31, 2027, unless earlier redeemed, and will bear interest at a rate of 9.00% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year and at maturity, commencing on December 31, 2023. The Company received net proceeds after discounts, commissions, expenses and fees, of approximately $30.6 million. As of the date of this filing the Company is in process of amending the Credit Agreement whereby the covenant for net charge-off percentage will be revised upwards, and will include an increase to the Company’s share buyback basket. The amendment will be retroactively applicable to the quarter ended June 30, 2024. See Note 5 for more information.

36

 

Primary Driver of Cash Flow

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

 

  1. Primarily owning or financing through debt investments, royalties generated by the sales of life science products and related intellectual property;
     
  2. Receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector;
     
  3. Pharmaceutical development, manufacturing, and licensing activities utilizing the Peptelligence® platform; and
     
  4. To a lesser extent, realizing capital appreciation from equity-related investments in the life science sector.

 

As of June 30, 2024, our finance receivables portfolio contains $265.5 million of net finance receivables and $731 thousand of marketable investments. We expect these assets to generate positive cash flows in 2024. We continuously monitor the short and long-term financial position of our finance receivables portfolio. In addition, the majority of our finance receivables portfolio are debt instruments that carry floating interest rates. Changes in interest rates, including the levels of the underlying reference rates may affect the interest income for debt instruments with floating rates. We believe we are well positioned to benefit should market interest rates rise in the future.

 

We continue to evaluate multiple attractive opportunities that, if consummated, we believe would similarly generate additional income. Since the timing of any investment is difficult to predict, our Finance Receivables segment may not be able to generate positive cash flow above what our existing assets are expected to produce in 2024. We do not assume any near-term repayments from borrowers, and as a result, no assurances can be given that actual results would not differ materially from the statement above.

 

Off-Balance Sheet Arrangements

 

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

 

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the partner company defaults, and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

 

As of June 30, 2024, we had $5.0 million in unfunded commitments. Please refer to Item 1., Financial Statements, Note 6 of the notes to the unaudited condensed consolidated financial statements for further information regarding the Company’s commitments and contingencies.

37

 

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 

During the six months ended June 30, 2024, our cash and cash equivalents were deposited in accounts at well capitalized financial institutions. The fair value of our cash and cash equivalents at June 30, 2024 approximated its carrying value.

 

Investment and Interest Rate Risk 

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

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

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

Inflation

 

Certain of our partner companies may be impacted by inflation. If such partner companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our partner companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce carrying value of our net assets.

 

ITEM 4.      CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

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

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

 

Changes in Internal Control over Financial Reporting 

There have been no changes during the three months ended June 30, 2024 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

38

 

PART II. OTHER INFORMATION

 

ITEM 1.      LEGAL PROCEEDINGS 

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

ITEM 1A.    RISK FACTORS

Information regarding the Company’s risk factors appears in “Part I. – Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 20, 2024. There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

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

 

On May 16, 2023, the Company announced that the Board had authorized the Company to repurchase up to $10.0 million of the Company’s outstanding shares of common stock from time-to-time until May 16, 2024, through a trading plan established in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act (the “Repurchase Program”). The actual timing, number and value of shares repurchased under the Repurchase Program will depend on several factors, including the constraints specified in the Rule 10b5-1 trading plan, price, and general market conditions. There is no guarantee as to the exact number of shares that will be repurchased under the Repurchase Program. Our Board may also suspend or discontinue the Repurchase Program at any time, in its sole discretion. The purchase period for the Repurchase Program is May 16, 2023 through May 16, 2024.

 

The table below summarizes information about our purchases of common stock during the three months ended June 30, 2024:

 

Period          Total Number of
Shares Purchased
      Average
Price Paid
per Share
      Total Number of
Shares Purchased
as Part of Publicly
Announced Plan
      Maximum Approximate
Dollar Value of Shares
That May Yet Be
Purchased Under the Plan
 
April 1, 2024 - April 30, 2024   15,529   $17.33    15,529    3,304 
May 1, 2024 - May 31, 2024   33,240    17.51    33,240    2,722 
June 1, 2024 - June 30, 2024   5,898    16.72    5,898    2,623 
    54,667   $17.19    54,667      

 

As of June 30, 2024, the Company has repurchased an aggregate of 439,053 shares under the Repurchase Program at a total cost of $7.4 million, or $16.80 per share. As of June 30, 2024, the maximum dollar value of shares that may yet be purchased under the Repurchase Program was approximately $2.6 million shares of common stock.

 

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.      MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5.      OTHER INFORMATION.

 

None.

39

 

ITEM 6.       EXHIBITS

            Filing   Filed
Number   Exhibit Description   Form   Exhibit   Date   Herewith
                     
3.01   Third Amended and Restated Certificate of Incorporation, dated as of August 12, 2022.   8-K   3.1   8/15/22    
                     
3.02   Amended and Restated Bylaws, dated as of August 12, 2022.   8-K   3.02   8/15/22    
                     
31.01   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               X
                     
31.02   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                X
                     
32.01   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*               X
                     
32.02   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*               X 
                     
101.INS+   XBRL Instance               X
                     
101.SCH+   XBRL Taxonomy Extension Schema               X
                     
101.CAL+   XBRL Taxonomy Extension Calculation               X
                     
101.DEF+   XBRL Taxonomy Extension Definition               X
                     
101.LAB+   XBRL Taxonomy Extension Labels               X
                     
101.PRE+   XBRL Taxonomy Extension Presentation               X

 

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

 

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

 

40

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2024.

  SWK Holdings Corporation
     
  By: /s/ Joe D. Staggs
    Joe D. Staggs
    Chief Executive Officer
    (Principal Executive Officer)
     
  By:  /s/ Adam Rice
    Adam Rice
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

41

 

EXHIBIT 31.1

CERTIFICATION

 

I, Joe D. Staggs, Principal Executive Officer and of the registrant, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of SWK Holdings Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024   /s/ Joe D. Staggs  
      Joe D. Staggs  
      Principal Executive Officer  

 

 

EXHIBIT 31.2

CERTIFICATION

 

I, Adam Rice, Principal Financial & Accounting Officer and of the registrant, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of SWK Holdings Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024   /s/ Adam Rice  
      Adam Rice  
      Principal Financial and Accounting Officer  

 

 

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350

 

In connection with the Quarterly Report of SWK Holdings Corporation (the “Registrant”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe D. Staggs, Principal Executive Officer of the Registrant, certify, in accordance with Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that to the best of my knowledge:

 

(1) The Report, to which this certification is attached as Exhibit 32.01, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: August 14, 2024   /s/ Joe D. Staggs  
      Joe D. Staggs  
      Principal Executive Officer  

 

 

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934

AND 18 U.S.C. SECTION 1350

 

In connection with the Quarterly Report of SWK Holdings Corporation (the “Registrant”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Rice, Principal Financial and Accounting Officer of the Registrant, certify, in accordance with Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that to the best of my knowledge:

 

(1) The Report, to which this certification is attached as Exhibit 32.01, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: August 14, 2024   /s/ Adam Rice  
      Adam Rice  
      Principal Financial and Accounting Officer  

v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Aug. 08, 2024
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-39184  
Entity Registrant Name SWK Holdings Corporation  
Entity Central Index Key 0001089907  
Entity Tax Identification Number 77-0435679  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 5956 Sherry Lane  
Entity Address, Address Line Two Suite 650  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75225  
City Area Code (972)  
Local Phone Number 687-7250  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   12,361,850
Common Stock Par Value 0. 001 Per Share [Member]    
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol SWKH  
Security Exchange Name NASDAQ  
Sec 9. 00 Senior Notes Due 2027 [Member]    
Title of 12(b) Security 9.00% Senior Notes due 2027  
Trading Symbol SWKHL  
Security Exchange Name NASDAQ  
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 5,549 $ 4,503
Restricted cash 733
Interest, accounts receivable and other receivables, net 7,384 4,729
Other current assets 1,859 1,904
Total current assets 14,792 11,869
Finance receivables, net of allowance for credit losses of $13,083 and $13,901 as of June 30, 2024 and December 31, 2023, respectively 265,470 274,504
Collateral on foreign currency forward contract 2,750 2,750
Marketable investments 731 48
Deferred tax assets, net 27,052 28,290
Warrant assets 835 1,759
Intangible assets, net 232 6,487
Property and equipment, net 5,008 5,438
Other non-current assets 4,504 3,109
Total assets 321,374 334,254
Current liabilities:    
Accounts payable and accrued liabilities 3,310 3,935
Deferred income 2,216 9
Total current liabilities 5,526 3,944
Contingent consideration payable 4,900
Unsecured senior notes, net 31,078 30,781
Revolving credit facility 12,350
Other non-current liabilities 1,566 1,964
Total liabilities 38,170 53,939
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; 12,447,195 and 12,497,770 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 12 12
Additional paid-in capital 4,423,472 4,425,104
Accumulated deficit (4,140,280) (4,144,801)
Total stockholders’ equity 283,204 280,315
Total liabilities and stockholders’ equity $ 321,374 $ 334,254
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Financing Receivable, Allowance for Credit Loss $ 13,083 $ 13,901
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
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 or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 250,000,000 250,000,000
Common Stock, Shares, Issued 12,447,195 12,497,770
Common Stock, Shares, Outstanding 12,447,195 12,497,770
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Finance receivable interest income, including fees $ 10,680 $ 9,278 $ 21,399 $ 18,538
Pharmaceutical development 804 183 1,083 301
Other 57 36 103 69
Total revenues 11,541 9,497 22,585 18,908
Costs and expenses:        
Provision (benefit) for credit losses 4,074 (682) 9,397 (682)
Loss on impairment of intangibles assets 5,771 5,771
Interest expense 1,119 363 2,375 545
Pharmaceutical manufacturing, research and development expense 520 1,509 1,050 2,228
Change in fair value of acquisition-related contingent consideration (4,900) (4,900)
Depreciation and amortization expense 421 637 935 1,285
General and administrative expense 2,923 2,997 5,607 5,537
Income from operations 1,613 4,673 2,350 9,995
Other income (expense), net        
Unrealized net gain (loss) on warrants 226 399 131 (583)
Net realized gain on sale of marketable investments 656 513
Realized gain (loss) on sale of assets 3 (228)
Gain on revaluation of finance receivable 2,495 2,495
Realized and unrealized foreign currency transaction gains 437 316 524 502
Income before income tax expense 5,430 5,388 5,785 9,914
Income tax expense 1,035 1,454 1,264 1,345
Net income $ 4,395 $ 3,934 $ 4,521 $ 8,569
Net income per share        
Basic $ 0.35 $ 0.31 $ 0.36 $ 0.67
Diluted $ 0.35 $ 0.31 $ 0.36 $ 0.67
Basic 12,457,000 12,741,000 12,466,000 12,787,000
Diluted 12,528,000 12,785,000 12,534,000 12,830,000
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 12 $ 4,430,922 $ (4,151,005) $ 279,929
Beginning Balance, Shares at Dec. 31, 2022 12,843,157      
Stock-based compensation 35 35
Issuance of common stock upon vesting of restricted stock
Issuance of common stock upon vesting of restricted stock, Shares 16,008      
Repurchase of common stock in open market (531) (531)
Repurchases of common stock in open market, Shares (28,766)      
Net income 4,635 4,635
Effect of adoption of ASU 2016-13 (9,683) (9,683)
Ending balance, value at Mar. 31, 2023 $ 12 4,430,426 (4,156,053) 274,385
Ending Balance, Shares at Mar. 31, 2023 12,830,399      
Beginning balance, value at Dec. 31, 2022 $ 12 4,430,922 (4,151,005) 279,929
Beginning Balance, Shares at Dec. 31, 2022 12,843,157      
Stock-based compensation       199
Net settlement for employee taxes on stock options      
Ending balance, value at Jun. 30, 2023 $ 12 4,425,991 (4,152,119) 273,884
Ending Balance, Shares at Jun. 30, 2023 12,566,519      
Beginning balance, value at Mar. 31, 2023 $ 12 4,430,426 (4,156,053) 274,385
Beginning Balance, Shares at Mar. 31, 2023 12,830,399      
Stock-based compensation 164 164
Issuance of common stock upon vesting of restricted stock
Issuance of common stock upon vesting of restricted stock, Shares 8,612      
Repurchase of common stock in open market (4,599) (4,599)
Repurchases of common stock in open market, Shares (272,492)      
Net income 3,934 3,934
Ending balance, value at Jun. 30, 2023 $ 12 4,425,991 (4,152,119) 273,884
Ending Balance, Shares at Jun. 30, 2023 12,566,519      
Beginning balance, value at Dec. 31, 2023 $ 12 4,425,104 (4,144,801) 280,315
Beginning Balance, Shares at Dec. 31, 2023 12,497,770      
Stock-based compensation 111 111
Forfeiture of unvested restricted stock, Shares (6,446)      
Issuance of common stock upon vesting of restricted stock
Issuance of common stock upon vesting of restricted stock, Shares 48,918      
Repurchase of common stock in open market (999) (999)
Repurchases of common stock in open market, Shares (58,298)      
Net income 126 126
Ending balance, value at Mar. 31, 2024 $ 12 4,424,216 (4,144,675) 279,553
Ending Balance, Shares at Mar. 31, 2024 12,481,944      
Beginning balance, value at Dec. 31, 2023 $ 12 4,425,104 (4,144,801) 280,315
Beginning Balance, Shares at Dec. 31, 2023 12,497,770      
Stock-based compensation       360
Net settlement for employee taxes on stock options       (43)
Ending balance, value at Jun. 30, 2024 $ 12 4,423,472 (4,140,280) 283,204
Ending Balance, Shares at Jun. 30, 2024 12,447,195      
Beginning balance, value at Mar. 31, 2024 $ 12 4,424,216 (4,144,675) 279,553
Beginning Balance, Shares at Mar. 31, 2024 12,481,944      
Stock-based compensation 249 249
Forfeiture of unvested restricted stock, Shares 17,323      
Repurchase of common stock in open market (950) (950)
Repurchases of common stock in open market, Shares (54,667)      
Net income 4,395 4,395
Net settlement for employee taxes on stock options (43) (43)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period 2,595      
Ending balance, value at Jun. 30, 2024 $ 12 $ 4,423,472 $ (4,140,280) $ 283,204
Ending Balance, Shares at Jun. 30, 2024 12,447,195      
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:        
Net income $ 4,395 $ 3,934 $ 4,521 $ 8,569
Adjustments to reconcile net income to net cash provided by operating activities:        
Provision (benefit) for credit losses 4,074 (682) 9,397 (682)
Loss on impairment of intangible assets 5,771 5,771
Right-of-use amortization and cease use costs     261 156
Amortization of debt issuance costs     491 168
Deferred income taxes, net     1,239 1,316
Net change in fair value of warrant assets (226) (399) (131) 583
Net realized gain on exercise of warrants (656) (513)
Realized loss from sale of assets (3) 228
Change in fair value of acquisition-related contingent consideration (4,900) (4,900)
Gain on revaluation of finance receivable (2,495) (2,495)
Foreign currency transaction gain     (327) (516)
Loan discount amortization and fee accretion     (2,592) (2,297)
Interest paid-in-kind     (904) (957)
Stock-based compensation 249 164 360 199
Depreciation and amortization expense     935 1,285
Changes in operating assets and liabilities:        
Interest, accounts receivable and other receivables     (2,655) (1,287)
Other assets     (150) (792)
Accounts payable, accrued expenses, and other non-current liabilities     (900) (354)
Deferred income     2,207 (3)
Net cash provided by operating activities     9,843 5,388
Cash flows from investing activities:        
Sale of finance receivables     13,942
Sale of marketable investments     574
Investment in finance receivables     (7,446) (13,101)
Repayment of finance receivables     11,693 3,041
Corporate debt securities principal payments     13 17
Purchases of property and equipment     (21) (191)
Net cash provided by investing activities     4,813 3,708
Cash flows from financing activities:        
Net settlement for employee taxes on stock options (43)   (43)
Net payments on credit facility     (12,350) (2,445)
Payments for financing costs     (872)
Repurchases of common stock, including fees and expenses     (1,950) (5,130)
Net cash used in financing activities     (14,343) (8,447)
Net increase in cash, cash equivalents, and restricted cash     313 649
Cash, cash equivalents, and restricted cash at beginning of period     5,236 6,156
Cash, cash equivalents, and restricted cash at end of period $ 5,549 $ 6,805 5,549 6,805
Derecognition of right-of-use assets and operating lease liabilities upon termination of lease     $ 82
v3.24.2.u1
SWK Holdings Corporation and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [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 (the “Company,” “we,” or “us”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, we commenced a strategy of building a specialty finance and asset management business. In August 2019, we commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. Our operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” We evaluate and invest in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (collectively, “life sciences”). We allocate capital to each segment in order to generate income through the sales of life science products by third parties and related earned income sources. The Company is headquartered in Dallas, Texas, and as of June 30, 2024, the Company had 22 full-time employees.

The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset.

As of August 8, 2024, the Company and its partners have executed transactions with 56 different parties under its specialty finance strategy, funding an aggregate of $779.8 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.

 

During 2019, we commenced our Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). Enteris is a clinical development and manufacturing organization providing development services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. We seek to generate income by providing customers pharmaceutical development, formulation and manufacturing services as well as licensing its internally developed intellectual property.

With an effective date of April 21, 2023 we entered into a collaboration agreement with a strategic partner under which we would be the exclusive provider of certain contract development and manufacturing organization (“CDMO”) services to its customers. Fee revenue generated as a result of this agreement is presented as pharmaceutical development revenue on the unaudited condensed consolidated statement of income and is accounted for in accordance with our revenue recognition policy as described under Revenue Recognition below.

With an effective date of January 1, 2024, we entered into an Option and Asset Purchase Agreement with the same strategic partner on March 14, 2024, which granted the partner an exclusive option to acquire certain of Enteris’ assets related to its business of providing CDMO services to third parties, subject to certain exclusions. The partner must exercise the option by or before January 1, 2026.

Basis of Presentation and Principles of Consolidation 

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

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

 

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, 2024. 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, 2023, filed with the SEC on March 20, 2024.

Use of Estimates 

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

 

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

 

Segment Information

The Company earns revenues from its two U.S.-based business segments: its specialty finance and asset management business offering customized financing solutions to a broad range of life-sciences companies (“Finance Receivable segment”), and its business offering CDMO services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform (“Pharmaceutical Development segment”).

Revenue Recognition

 

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

 

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

 

Correction of an Error in Previously Issued Unaudited Condensed Financial Statements

 

During the quarter ended June 30, 2024, the Company identified an error related to the recognition of a holdback liability for a royalty which was incorrectly recorded into revenue. This error affected the consolidated financial statements for the quarter ended March 31, 2024 and was determined to be immaterial to the prior period’s unaudited condensed consolidated financial statements and did not warrant restatement and reissuance of the previously issued unaudited condensed consolidated financial statements. However, the Company recorded a correction to the prior quarter ended March 31, 2024 and the financial statements will be revised the next time they are presented as comparative information in future filings. The Company based their qualitative and quantitative analysis on SEC Staff’s Accounting Bulletins Topic 1.M, “Materiality and Topic 1.N, Considering the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements.”

 

The following table details the revisions to the line items of our previously issued unaudited condensed financial statements to reflect the correction of the error (in thousands):

 

Three Months Ended March 31, 2024  As Reported  Adjustment  As Revised
Revenues:               
Finance receivable interest income, including fees  $11,454   $(735)  $10,719 
Pharmaceutical development   279        279 
Other   46        46 
Total revenues   11,779    (735)   11,044 
Net income  $861   $(735)  $126 
Basic net income per share  $0.07   $(0.06)  $0.01 
Diluted net income per share  $0.07   $(0.06)  $0.01 
Assets:               
Finance receivables, net of allowance for credit    261,285    (13)   261,272 
Total assets  $322,350   $(13)  $322,337 
Stockholders’ equity:               
Accumulated deficit   (4,143,940)   (735)   (4,144,675)
Total stockholders’ equity  $280,288   $(735)  $279,553 

 

   

Research and Development

 

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

Recent Accounting Pronouncements

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

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Public entities are required to adopt the changes retrospectively, recasting each prior-period disclosure for which a comparative income statement is presented in the period of adoption. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard is intended to provide greater transparency in various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

v3.24.2.u1
Net Income per Share
6 Months Ended
Jun. 30, 2024
Net income per share  
Net Income per Share

Note 2. 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 net income per share for the following periods (in thousands, except per share amounts):

 

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Numerator:                    
Net income  $4,395   $3,934   $4,521   $8,569 
                     
Denominator:                    
Weighted-average shares outstanding   12,457    12,741    12,466    12,787 
Effect of dilutive securities   71    44    68    43 
Weighted-average diluted shares   12,528    12,785    12,534    12,830 
                     
Basic net income per share  $0.35   $0.31   $0.36   $0.67 
Diluted net income per share  $0.35   $0.31   $0.36   $0.67 

 

For the three months ended June 30, 2024 and 2023, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 159,000 and 118,000, respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive. For the six months ended June 30, 2024 and 2023, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 161,000 and 119,000, respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive.

v3.24.2.u1
Finance Receivables
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
Finance Receivables

Note 3. Finance Receivables

 

Finance receivables are reported at their determined principal balances net of any unearned income, cumulative write offs charged against the allowance for credit losses, 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 values of finance receivables were as follows (in thousands):

 

   June 30, 2024   December 31, 2023 
Term loans  $213,683   $221,145 
Royalty purchases   64,870    67,260 
Total before allowance for credit losses   278,553    288,405 
Allowance for credit losses   (13,083)   (13,901)
Total carrying value  $265,470   $274,504 

 

Allowance for Credit Losses

The allowance for credit loss (“ACL”) is management’s estimate of the amount of expected credit losses over the life of the loan portfolio, or the amount of amortized cost basis not expected to be collected, at the balance sheet date. This estimate encompasses information about historical events, current conditions and reasonable and supportable economic forecasts. Determining the amount of the ACL is complex and requires extensive judgment by management about matters that are inherently uncertain. Given the current level of economic uncertainty, the complexity of the ACL estimate and level of management judgment required, we believe it is possible that the ACL estimate could change, potentially materially, in future periods. Changes in the ACL may result from changes in current economic conditions, our economic forecast, and circumstances not currently known to us that may impact the financial condition and operations of our borrowers, among other factors.

 

Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics. For finance receivables that do not share similar risk characteristics with other finance receivables, expected credit losses are estimated on an individual basis. Expected credit losses are estimated over the contractual terms of the finance receivables, adjusted for expected prepayments and unfunded commitments, generally excluding extensions and modifications. The loan portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses.

 

The Company adopted ASU 2016-13, as amended, on January 1, 2023 using the modified retrospective approach method. The implementation of ASU 2016-13 also impacted the Company’s ACL on unfunded loan commitments, as the ACL now represents expected credit losses over the contractual life of commitments not identified as unconditionally cancellable by the Company. The reserve for unfunded commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment. The funding rate represents management’s estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. On January 1, 2023, the Company recorded an adjustment for unfunded commitments of $0.4 million for the adoption of ASU 2016-13. As of June 30, 2024 the Company has a $0.1 million liability for credit losses on off-balance sheet exposures related to unfunded commitments, with this liability included in accounts payable and accrued liabilities on the condensed consolidated balance sheets. As of December 31, 2023, the Company recorded a $0.2 million liability for credit losses on off-balance-sheet credit exposures related to unfunded commitments, with this liability included in accounts payable and accrued liabilities on the condensed consolidated balance sheets. Please refer to Note 6 for further information on the Company’s unfunded commitments.

Allowance for Credit Losses - methodology update for the three months ended June 30, 2024

During the three months ended June 30, 2024, the Company revised its methodology for calculating the allowance for credit losses to be more directly tied to the individual risk ratings, as determined by management, of investments. This resulted in a re-allocation of the existing allowance and did not have a material impact on the total allowance for credit losses amount. Previously, the Company’s quarterly assessment of the allowance included two portfolio pools: Term Loans and Royalties. After the change in methodology effective for the quarter ended June 30, 2024, these pools are further broken down into individual risk ratings applied to each investment to allow for a more precise method for calculating the allowance for credit losses.

 

The following table details the changes in the allowance for credit losses by Term Loans and Royalties (in thousands):

 

 

  

Six Months Ended June 30, 2024

   Six Months Ended June 30, 2023 
   Term
Loans
   Royalties   Total   Term
Loans
 
  Royalties   Total 
Allowance at beginning of period  $9,731   $4,170   $13,901   $   $11,846   $11,846 
Effect of adoption of ASU 2016-13               8,900    2,886    11,786 
Provision (benefit) for credit losses   5,055    127    5,182    (572)   (110)   (682)
Write offs   (6,000)       (6,000)       (11,846)(1)  (11,846)
Allowance at end of period  $8,786   $4,297   $13,083   $8,328   $2,776   $11,104 

 

(1)Reversal of finance receivable-specific ACL recognized in prior periods. No impact to unaudited condensed consolidated statement of income for the six months ended June 30, 2023.

Non-Accrual 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 its finance receivables. Recognition of income is suspended, and the finance receivable is placed on non-accrual status when management determines that collection of future income is not probable. 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.

The following table presents nonaccrual and performing finance receivables by portfolio pool, net of allowance for credit losses (in thousands) as of:

   June 30, 2024   December 31, 2023 
   Nonaccrual   Performing   Total   Nonaccrual   Performing   Total 
Term loans  $6,010   $207,673   $213,683   $9,128   $212,017   $221,145 
Royalty purchases   16,434    48,436    64,870    16,854    50,406    67,260 
Total before allowance for credit losses   22,444    256,109    278,553    25,982    262,423    288,405 
Allowance for credit losses   (3,368)   (9,715)   (13,083)   (1,447)   (12,454)   (13,901)
Total carrying value  $19,076   $246,394   $265,470   $24,535   $249,969   $274,504 

 

As of June 30, 2024, the Company had five finance receivables in nonaccrual status: (1) the term loan to Trio Healthcare Ltd. (“Trio”), with a carrying value of $1.5 million; (2) the term loan to Exeevo, Inc (“Exeevo”), with a carrying value of $4.5 million; (3) the Flowonix Medical, Inc. (“Flowonix”) royalty, with a carrying value of $10.4 million (see Loan Modifications Made to Borrowers Experiencing Financial Difficulty below for further details); (4) the Best ABT, Inc. (“Best”) royalty, with a carrying value of $2.4 million; and (5) the Ideal Implant, Inc. (“Ideal”) royalty, with a carrying value of $3.6 million. As of June 30, 2024 Trio was considered impaired by $8.1 million and Exeevo was impaired by $2.2 million with the impairments recognized as a reduction in the allowance for credit losses on the unaudited condensed consolidated statements of income for the six months ended June 30, 2024. The Company collected $0.7 million and $0.2 million on its nonaccrual finance receivables for the six months ended June 30, 2024 and 2023, respectively.

 

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

 

Effective January 1, 2023, the Company adopted the provisions of ASU 2022-02 “Troubled Debt Restructuring (“TDRs”) and Vintage Disclosures (Topic 326)”, which eliminated the accounting for TDRs while expanding loan modification and vintage disclosure requirements. The update specifically required additional disclosures on loan modifications to borrowers experiencing financial difficulties that involved an interest rate reduction, other-than-insignificant payment delay, a term extension, principal forgiveness or a combination thereof.

 

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. On an ongoing basis, the Company monitors the performance of modified loans to their restructured terms.

Revaluation of Finance Receivable

 

During the three months ended June 30, 2024, the Company revalued its royalty for Iluvien as a result of entering into an amendment during the quarter. Pursuant to the amendment, the forecast of cash flows to be received over the life of the financial royalty was revised resulting in a revaluation gain of $2.5 million and corresponding mark-up to the carrying value which is included in the “Gain on revaluation of finance receivable” caption on our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.

 

Credit Quality of Finance Receivables

 

The Company evaluates all finance receivables on a quarterly basis and assigns a risk rating based upon management’s assessment of the borrower’s ability and likelihood of repayment. The assessment is subjective and based on multiple factors, including but not limited to, financial strength of borrowers and operating results of the underlying business. The credit risk analysis and rating assignment is performed quarterly in conjunction with the Company’s assessment of its allowance for credit losses. The Company uses the following definitions for its risk ratings for Term Loans:

 

1: Borrower performing well below Company expectations, and the borrower’s ability to raise sufficient capital to operate its business or repay debt is highly in question. Finance receivables rated a 1 are on non-accrual and are at an elevated risk for principal impairment.

2: Borrower performing below plan, and the loan-to-value is generally worse than at the time of underwriting. Borrower has limited access to additional capital to operate its business. Finance receivables rated a 2 are generally on non-accrual, and while no loss of impairment is anticipated, there is potential for future principal impairment.

3: Borrower performing in-line-to-modestly below Company expectations, and loan-to-value is similar to slightly worse than at the time of underwriting. Borrower has demonstrated access to capital markets.

4: Borrower performing in-line-to-modestly above Company expectations and loan-to-value similar or modestly better than underwriting case. Borrower has demonstrated access to capital markets.

5: Borrower performing in excess of Company expectations, and loan-to-value is better than at time of origination.

The Company uses an internal credit rating system which rates each Royalty on a color scale of Green to Red, with Green typically indicative of a Royalty that is exceeding base underwritten case, Yellow indicates a Royalty performing in-line with underwritten plan, and Red reflective of underperformance relative to plan.

The following table summarizes the carrying value of Finance Receivables by origination year, grouped by risk rating as of June 30, 2024 and December 31, 2023 (in thousands):

   June 30, 2024 
   2023   2022   2021   2020   2019   Prior   Total 
Term Loans                                   
5  $   $   $13,835   $   $4,991   $   $18,826 
4   31,108    57,988                9,328    98,424 
3   24,604        10,718        29,154        64,476 
2           12,601            13,346    25,947 
1       4,538    1,472                6,010 
Subtotal - Term Loans  $55,712   $62,526   $38,626   $   $34,145   $22,674   $213,683 
                                    
Royalties                                   
Green  $12,110   $11,985   $   $16,595   $   $1,297   $41,987 
Yellow               3,087        3,362    6,449 
Red           3,564    10,433        2,437    16,434 
Subtotal - Royalties  $12,110   $11,985   $3,564   $30,115   $   $7,096   $64,870 
Total Finance Receivables, gross  $67,822   $74,511   $42,190   $30,115   $34,145   $29,770   $278,553 
     

 

   December 31, 2023 
   2023   2022   2021   2020   2019   Prior   Total 
Term Loans                                   
5  $   $   $13,734   $   $5,696   $   $19,430 
4   25,799    32,211                10,485    68,495 
3   24,341    24,285    10,227        31,807        90,660 
2       6,924    12,493            14,015    33,432 
1           9,128                9,128 
Subtotal - Term Loans  $50,140   $63,420   $45,582   $   $37,503   $24,500   $221,145 
                                    
Royalties                                   
Green  $27,785   $   $   $14,650   $   $1,340   $43,775 
Yellow               3,212        3,419    6,631 
Red           3,834    10,433        2,587    16,854 
Subtotal - Royalties  $27,785   $   $3,834   $28,295   $   $7,346   $67,260 
Total Finance Receivables, gross  $77,925   $63,420   $49,416   $28,295   $37,503   $31,846   $288,405 

v3.24.2.u1
Intangible Assets
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

Note 4. Intangible Assets

 

As of June 30, 2024 and December 31, 2023, the gross book value, accumulated amortization, net book value and estimated useful life of acquired intangible assets were as follows (in thousands, except estimated useful life data):

   June 30, 2024 
   Gross Book
Value
   Accumulated
Amortization
   Net Book
Value
   Estimated
Useful Life
 
Trade names and trademarks  $210   $102   $108    10 
Customer relationships   240    116    124    10 
Total intangible assets  $450   $218   $232      
                     
   December 31, 2023 
   Gross Book
Value
   Accumulated
Amortization
   Net Book
Value
   Estimated
Useful Life
 
Licensing Agreement(1)  $29,400   $23,167   $6,233    10 
Trade names and trademarks   210    92    118    10 
Customer relationships   240    104    136    10 
Total intangible assets  $29,850   $23,363   $6,487      

 

(1)Prior to our acquisition of Enteris, Enteris entered into the License Agreement with Cara Therapeutics, Inc. (“Cara”), for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVATM in any indication worldwide, excluding South Korea and Japan. Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory. As of June 30, 2024, the Company concluded that the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of product covered by the License Agreement. The Company has recognized a full impairment on the license of its remaining net book value of $5.8 million which is included in the “Loss on impairment of intangible assets” section of our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.

 

Amortization expense was $0.2 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, and was recognized within depreciation and amortization expense on the unaudited condensed consolidated statements of income. Amortization expense related to intangible assets was $0.5 million and $0.9 million for the six months ended June 30, 2024 and 2023, respectively. Based on amounts recorded at June 30, 2024, the Company will recognize acquired intangible asset amortization as follows (in thousands):

Schedule of Intangible Asset Amortization Expense

Remainder of 2024  $23 
2025   45 
2026   45 
2027   45 
2028   45 
Thereafter   29 
Total  $232 

v3.24.2.u1
Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt

Note 5. Debt

 

Revolving Credit Facility

 

On June 28, 2023, the Company entered into a new credit agreement (the “Credit Agreement”) by and among SWK Funding LLC, the Company’s wholly-owned subsidiary (together with the Company, the “Borrower”), the lenders party thereto (“Lenders”), and First Horizon Bank as a Lender and Agent (the “Agent”). The Credit Agreement provides for a revolving credit facility with an initial maximum principal amount of $45.0 million. The Credit Agreement provides that the Company may request one or more incremental increases in an aggregate amount not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the termination of the revolving credit period on June 28, 2026 (the “Commitment Termination Date”). The revolving credit period will be followed by a one-year amortization period, with the final maturity date of the Credit Agreement occurring on June 28, 2027.

 

The outstanding principal balance of the Credit Agreement will bear interest at a rate per annum equal to the sum of (i) Term Secured Overnight Financing Rate, or SOFR (as defined in the Credit Agreement) plus (ii) 3.75 percent at all times prior to the Commitment Termination Date. The outstanding principal balance of the revolving credit facility will bear interest at a rate per annum equal to the sum of (i) Term SOFR (as defined in the Credit Agreement) plus (ii) 4.25 percent at all times on and after the Commitment Termination Date. Under the terms of the Credit Agreement, all accrued and unpaid interest shall be due and payable, in arrears, on the first business day of each calendar month.

 

The Credit Agreement contains customary affirmative and negative covenants, in addition to financial covenants specifying that, as of the end of each calendar month, (i) the consolidated leverage ratio of Borrower will not exceed 1.00 to 1.00, (ii) the consolidated interest coverage ratio of Borrower will not be less than 4.00 to 1.00, (iii) the cash collection rate in relation to Borrower’s portfolio of loan assets will not be less than 4.5 percent, for such calendar month, (iv) the net charge-off percentage in relation to Borrower’s portfolio of loan assets will not exceed 3 percent for such calendar month, (v) the weighted average risk rating in relation to Borrower portfolio of loan assets will not be less than 3.00, and (vi) the Company's cumulative share repurchases will not exceed $5 million in value in any 12-month period. In addition, the Credit Agreement provides that at no time shall the Company permit its consolidated tangible net worth to be less than $145.0 million, or its liquidity (as defined in the Credit Agreement) to be less than $5.0 million. The Credit Agreement also contains events of default customary for such financings, the occurrence of which would permit the Agent and Lenders to accelerate the aggregate principal amount due thereunder. As of the date of this filing, the Company is in process of amending the Credit Agreement whereby the covenant for net charge-off percentage will be revised upwards, the consolidated interest coverage ratio will be revised downwards and the Company's share repurchase basket will be increased. The amendment will address covenant defaults as of June 30, 2024 and waive any past defaults.

 

The Credit Agreement refinances the Company’s Loan and Security Agreement dated as of June 29, 2018 (the “Prior Credit Agreement”), as amended, between the Company and Cadence Bank, N.A. (“Cadence Bank”), as the lender and administrative agent, which was due to expire on September 30, 2025. The Prior Credit Agreement was terminated by the Company, effective as of June 28, 2023.

 

On October 10, 2023, the Company entered into a First Amendment to Credit Agreement pursuant to which Woodforest National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate commitments under the Credit Agreement from $45.0 million to $60.0 million.

 

As of June 30, 2024 there were no amounts outstanding under the new Credit Agreement. During the three months ended June 30, 2024 and 2023, the Company recognized $1.1 million and $0.4 million, respectively, of interest expense relating to the Credit Agreement and Prior Credit Agreement, respectively. During the six months ended June 30, 2024 and 2023, the Company recognized $2.4 million and $0.5 million, respectively, of interest expense in connection with the Credit Agreement.

Senior Notes Due 2027

 

On October 3, 2023, the Company issued a $30.0 million aggregate principal amount of 9.00% Senior Notes due 2027 (“2027 Senior Notes” or “Notes”) in a registered underwritten public offering. On October 27, 2023, the underwriter exercised in full, its over-allotment option by purchasing an additional approximately $3.0 million aggregate principal amount of the 2027 Senior Notes. The interest rates are fixed at 9.00% per annum and are payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on December 31, 2023, and until maturity. The Notes will mature on January 31, 2027. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $30.6 million. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding future acquisitions and investments, repaying indebtedness, making capital expenditures, and funding working capital.

 

The following table summarizes the outstanding balance of the Notes, net of debt issuance costs (in thousands):

   June 30, 2024   December 31, 2023 
2027 Senior Notes  $32,969   $32,969 
Debt issuance costs   (1,891)   (2,188)
Total unsecured senior notes, net  $31,078   $30,781 

 

The Company’s future principal obligations for the Notes were as follows (in thousands):

 

 

   June 30, 2024 
Remainder of 2024  $ 
2025    
2026    
2027   32,969 
Total unsecured senior notes, net  $32,969 

 

The Company may redeem the Notes for cash in whole or in part at any time (i) on or after September 30, 2025 (the “First Call Date”) and prior to September 30, 2026, at a price equal to the sum of 102% of their principal amount, and (ii) on or after September 30, 2026 at a price equal to the sum of 100% of their principal amount, plus (in each case noted above) accrued and unpaid interest to, but excluding, the date of redemption. At any time prior to the First Call Date, the Company may, at its option, redeem the Notes for cash, in whole at any time or in part from time to time at a redemption price equal to (i) 100% of the principal amount of Notes redeemed, plus (ii) a Make-Whole Amount (as defined in the Indenture), plus (iii) accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. Additionally, upon the occurrence of a Triggering Event (as defined in the Indenture), holders of the Notes will have the right to require the Company to make an offer to repurchase all or any portion of their Notes for cash at a purchase price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

 

The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.

 

The Company evaluated the 2027 Senior Notes for derivatives pursuant to Accounting Standard Codification (“ASC”) 815, “Derivatives and Hedging,” and identified an embedded derivative that required bifurcation as the feature is not clearly and closely related to the host instrument. The embedded derivative was a default provision, which could require additional interest payments. The Company reassesses the feature quarterly to determine if it requires separate accounting. There have been no changes to the Company’s assessment that the fair value of the embedded derivative is immaterial through June 30, 2024.

v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 6. Commitments and Contingencies

 

Lease Obligations

 

All the Company’s material leases are operating leases. Right-of-use (“ROU”) assets related to operating leases are included on the unaudited condensed consolidated balance sheets in other non-current assets. Operating lease cost is recognized over the lease term on a straight-line basis and is recorded within general and administrative expenses on the unaudited condensed consolidated statements of income. In March of 2023, the Company entered into a new lease for additional office space in Dallas, Texas on Sherry Lane. The Company’s corporate office spaces in Dallas, Texas total approximately 6,850 square feet consisting of the two office locations (Sherry Lane and Preston Road). Total rent expense recognized was $0.3 million and $0.2 million for six months ended June 30, 2024 and 2023, respectively.

 

On June 10, 2024, the Company entered into a lease termination agreement to its Preston Road office lease in Dallas (the “Lease Termination”). The Lease Termination terminated the Company’s rights and obligations with respect to the leased premises on June 30, 2024. As such, the ROU assets and operating lease liabilities were written off, and the Company recorded a gain of $4 thousand for the quarter ended June 30, 2024 and paid an early termination fee of $9 thousand. The remaining Sherry Lane office lease is set to expire in August 2028.

 

The Enteris headquarters is located in Boonton, New Jersey, where Enteris leases approximately 32,000 square feet of space. The office lease expires in December 2029 with an option to renew for an additional five years.

 

The components of lease cost was as follows (in thousands):

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Operating lease cost  $134   $125   $259   $222 
Variable lease cost   17    23    32    24 
Total lease cost  $151   $148   $291   $246 

  

Future minimum rent on the Company’s operating leases was as follows as of June 30, 2024 (in thousands):

 

Remainder of 2024  $283 
2025   456 
2026   461 
2027   465 
2028   405 
Thereafter   272 
Total future lease payments  $2,342 

Contingent Consideration

 

During fiscal year 2019 the Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement. Contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in the estimated fair value recognized in earnings. As of June 30, 2024, it has been determined the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of the product covered by the License Agreement. Accordingly, the Company has concluded that the liability for contingent consideration, previously held at its estimated fair value of $4.9 million, should be $0. The write-off of this contingent consideration liability has resulted in a gain of $4.9 million, which is included in the “Change in fair value of acquisition-related contingent consideration” caption of our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.

 

Unfunded Commitments

 

Per the terms of the royalty purchase or credit agreements, unfunded commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified date or period of time, and in the case of loan transactions, are subject to being advanced as long as an event of default does not exist. As of June 30, 2024 SWK had $5.0 million of unfunded commitments.

 

Litigation

 

The Company is involved in, or has been involved in, arbitrations or various other legal proceedings that arise from the normal course of its business. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material impact on the Company’s results of operations, balance sheets and cash flows due to defense costs, and divert management resources. The Company cannot predict the timing or outcome of these claims and other proceedings. As of June 30, 2024, the Company is not involved in any arbitration and/or other legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows.

Indemnification

 

As permitted by Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving in such capacity, or in other capacities at the Company’s request. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any such amounts. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is insignificant. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2024 and December 31, 2023.

v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

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 six months ended June 30, 2024 and 2023.

 

The following information 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.

 

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

 

Cash and cash equivalents

 

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

Finance Receivables

 

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

 

Contingent Consideration

 

The fair value measurements of the contingent consideration obligations and the related intangible assets arising from business combinations are classified as Level 3 estimates under the fair value hierarchy, as these items have been valued using unobservable inputs. These inputs include: (a) the estimated amount and timing of projected cash flows; (b) the probability of the achievement of the factors on which the contingency is based; and (c) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Changes in fair value of this obligation are recorded as income or expense within operating income in our consolidated statements of income. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. As noted above in Note 6, the acquisition-related contingent consideration liability was written down to $0 as of June 30, 2024 due to non-viability of the underlying product.

Marketable Investments

 

If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities are 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 are 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 are 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 benchmark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.

 

Derivative Instruments

 

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 Company uses a foreign currency forward contract to manage the impact of fluctuations in foreign currency denominated cash flows expected to be received from one of its royalty finance receivables denominated in a foreign currency. The foreign currency forward contract is not designated as a hedging instrument, and changes in fair value are recognized in earnings. The foreign currency forward was recorded in other non-current assets in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 and totaled to $2.6 million and $1.0 million, respectively. The Company recognized a $0.8 million and $1.2 million gain due to changes in fair value related to its foreign currency forward contract during the three months ended June 30, 2024 and June 30, 2023, respectively. The Company recognized a $1.7 million and $1.6 million gain due to changes in fair value related to its foreign currency forward contract for the six months ended June 30, 2024 and June 30, 2023, respectively.

The following table presents financial assets measured at fair value on a recurring basis as of June 30, 2024 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Financial Assets                    
Warrant assets  $835   $   $   $835 
Marketable investments   731    696        35 
Foreign currency forward contract   2,629            2,629 

 

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Financial Assets                    
Warrant assets  $1,759   $   $   $1,759 
Marketable investments   48            48 
Foreign currency forward contract   974            974 
                     
Financial liabilities:                    
Contingent consideration payable  $4,900   $   $   $4,900 

 

The contingent consideration payable was valued using a discounted cash flow approach and included a significant unobservable input which is the discount rate. During the six months ended June 30, 2024 there was a write off of the full balance of contingent consideration liability due to the non-viability of the underlying product. See Note 6 for further information.

The changes in fair value of the warrant assets during the six months ended June 30, 2024 and 2023 were as follows (in thousands):

 

June 30, 2024  June 30, 2023
Fair value - December 31, 2023  $1,759   Fair value - December 31, 2022  $1,220 
Issued      Issued   822 
Exercised   (984)  Exercised    
Change in fair value   130   Change in fair value   (583)
Loss on foreign currency transactions  $(70)  Loss on foreign currency transactions  $ 
Fair value - June 30, 2024  $835   Fair value - June 30, 2023  $1,459 

 

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

 

Schedule of weighted average assumptions

   June 30, 2024  December 31, 2023
Dividend rate range    — 
Risk-free rate range  4.3% to 4.7%  3.8% to 4.8%
Expected life (years) range  2.4 to 5.3  1.2 to 5.8
Expected volatility range  73% to 177.7%  75.3% to 154.3%

 

The warrant assets are valued using a market approach and include significant unobservable inputs such as risk-free rate, expected life, and expected volatility. For the six months ended June 30, 2024 the risk-free rate range weighted average was 4.4%, and had a median of 4.3%. For the year ended December 31, 2023 the risk-free rate range weighted average was 4.3%, and had a median of 3.8%. For the six months ended June 30, 2024 the expected life range weighted average was 4.2 years, and had a median of 4.5 years. For the year ended December 31, 2023 the expected life range weighted average was 3.4 years, and had a median of 4.4 years. For the six months ended June 30, 2024 the expected volatility range weighted average was 102.7%, and had a median of 90.8%. For the year ended December 31, 2023 the expected volatility range weighted average 124.6%, and median of 134.4%.

As of June 30, 2024 and December 31, 2023, the Company had one royalty, Best, that was deemed to be impaired based on reductions in carrying value in prior periods. As of June 30, 2024, the Company had two loans, Trio Healthcare and Exeevo, that was deemed to be impaired based on reductions in carrying value during the six months ended June 30, 2024. The following table presents this royalty and the loans measured at amortized cost using the effective interest method, which approximates fair value, on a nonrecurring basis as of June 30, 2024 and December 31, 2023 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
June 30, 2024  $8,448   $   $   $8,448 
December 31, 2023  $2,587   $   $   $2,587 

 

There were no liabilities measured at fair value on a nonrecurring basis as of June 30, 2024 and December 31, 2023.

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

 

The following table presents the fair value of financial assets as of June 30, 2024 (in thousands):

 

   Carrying
Value
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Finance receivables, net  $265,470   $265,470   $   $   $265,470 
Marketable investments   731    731    696        35 
Warrant assets   835    835            835 
Foreign currency forward contract   2,629    2,629            2,629 

 

The following table presents the fair value of financial assets and liabilities as of year ended December 31, 2023 (in thousands):

 

   Carrying
Value
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Finance receivables, net  $274,504   $274,504   $   $   $274,504 
Marketable investments   48    48            48 
Warrant assets   1,759    1,759            1,759 
Foreign currency forward contract   974    974            974 
                          
Financial liabilities                         
Contingent consideration payable  $4,900   $4,900   $   $   $4,900 

v3.24.2.u1
Revenue Recognition
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

Note 8. Revenue Recognition

 

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

 

The following table provides the contract revenue recognized by revenue source for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Pharmaceutical Development Segment                    
License Agreement  $49   $10   $49   $10 
Pharmaceutical Development   755    173    1,034    291 
Total contract revenue  $804   $183   $1,083   $301 

 

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

 

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

 

 

   June 30,
2024
   December 31,
2023
 
Pharmaceutical Development Segment          
Deferred income  $2,216   $9 
Total contract liabilities  $2,216   $9 

 

During the six months ended June 30, 2024, the Company recognized the full remaining balance of $9 thousand of 2023 deferred income from satisfaction of performance obligations. The Company did not have any contract assets as of June 30, 2024 or December 31, 2023.

Enteris Exclusive Option and Asset Purchase Agreement

 

With an effective date of January 1, 2024, we entered into an exclusive option and asset purchase agreement with a strategic partner on March 14, 2024 which granted the partner an exclusive option to acquire certain of Enteris’ assets related to its business of providing clinical manufacturing and development services. The partner must exercise the option by or before January 1, 2026. In exchange for the exclusive purchase option the partner is to provide consideration in the form of an “option fee” and “guaranteed revenue payments.”

 

The option fee is broken into two components: A low-single digit million fee due within 30 business days of executing the agreement; and should the option not be exercised by the first anniversary of the effective date, an additional low-single digit million fee will be due at that time. The first option fee was paid in April 2024. Option fee payments will be included in deferred income until the earlier of term expiration or exercise of the purchase option. Should the partner exercise the purchase option, any option fee payments made will be applied towards the purchase price.

 

The guaranteed revenue payments include two components: A mid-single digit million guaranteed revenue payment in 2024 and a mid-single digit million guaranteed revenue payment in 2025. The revenue is to be derived by the partner under an existing collaboration agreement, and partner is to pay the difference should the minimum amount not be met each year. Each year’s guaranteed revenue amount is to be paid in two installments semi-annually each year. Should revenue exceed the 2024 or 2025 guaranteed revenue amounts after receiving a difference payment in the first half of the year, we must repay the partner the amount of such overpayment. Guaranteed revenue of $0.4 million was recognized during the three and six months ended June 30, 2024.

 

v3.24.2.u1
Segment Information
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Information

Note 9. Segment Information

 

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

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

 

Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes. Management uses this measure of profit (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment. The Company does not report assets by reportable segment, as this metric is not used by the Company’s CEO in assessing performance or allocating resources to the segments.

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

   Three Months Ended June 30, 2024 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $10,680   $804   $   $11,484 
Other revenue   57            57 
Provision for credit losses   4,074            4,074 
Loss on impairment of intangible assets       5,771        5,771 
Interest expense   225    2    892    1,119 
Pharmaceutical manufacturing, research and development expense       520        520 
Change in fair value of acquisition-related contingent consideration       (4,900)       (4,900)
Depreciation and amortization expense       400    21    421 
General and administrative expense   91    748    2,084    2,923 
Other income (expense), net   3,851        (34)   3,817 
Income tax expense           1,035    1,035 
Net income (loss)   10,198    (1,737)   (4,066)   4,395 
                     

   Three Months Ended June 30, 2023 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $9,278   $183   $   $9,461 
Other revenue   36            36 
Benefit for credit losses   (682)           (682)
Interest expense   363            363 
Pharmaceutical manufacturing, research and development expense       1,509        1,509 
Depreciation and amortization expense       633    4    637 
General and administrative expense   137    981    1,879    2,997 
Other income, net   715            715 
Income tax expense           1,454    1,454 
Net income (loss)   10,211    (2,940)   (3,337)   3,934 
   Six Months Ended June 30, 2024 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $21,399   $1,083   $   $22,482 
Other revenue   103            103 
Provision for credit losses   9,397            9,397 
Loss on impairment intangible assets       5,771        5,771 
Interest expense   590    5    1,780    2,375 
Pharmaceutical manufacturing, research and development expense       1,050        1,050 
Change in fair value of acquisition-related contingent consideration       (4,900)       (4,900)
Depreciation and amortization expense       892    43    935 
General and administrative expense   169    1,457    3,981    5,607 
Other income (expense), net   3,843        (408)   3,435 
Income tax expense           1,264    1,264 
Net income (loss)   15,189    (3,192)   (7,476)   4,521 
                     

   Six Months Ended June 30, 2023 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $18,538   $301   $   $18,839 
Other revenue   67        2    69 
Benefit for credit losses   (682)           (682)
Interest expense   545            545 
Pharmaceutical manufacturing, research and development expense       2,228        2,228 
Depreciation and amortization expense       1,277    8    1,285 
General and administrative expense   167    1,709    3,661    5,537 
Other expense, net   (81)           (81)
Income tax expense           1,345    1,345 
Net income (loss)   18,494    (4,913)   (5,012)   8,569 

 

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

 

v3.24.2.u1
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 10. Subsequent Events

 

Relief Therapeutics

 

On August 2, 2024, SWK Funding, a subsidiary of the Company, entered into a royalty purchase agreement with Relief Therapeutics Holding SA (“Relief”) and APR Applied Pharma Research SA pursuant to which SWK Funding paid $5.8 million at closing with another $5.3 million available for borrowing should Relief achieve certain milestones. In exchange, SWK Funding will receive royalties based off sales as listed in the agreement.

v3.24.2.u1
SWK Holdings Corporation and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations

Nature of Operations

 

SWK Holdings Corporation (the “Company,” “we,” or “us”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, we commenced a strategy of building a specialty finance and asset management business. In August 2019, we commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. Our operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” We evaluate and invest in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (collectively, “life sciences”). We allocate capital to each segment in order to generate income through the sales of life science products by third parties and related earned income sources. The Company is headquartered in Dallas, Texas, and as of June 30, 2024, the Company had 22 full-time employees.

The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset.

As of August 8, 2024, the Company and its partners have executed transactions with 56 different parties under its specialty finance strategy, funding an aggregate of $779.8 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.

 

During 2019, we commenced our Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). Enteris is a clinical development and manufacturing organization providing development services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. We seek to generate income by providing customers pharmaceutical development, formulation and manufacturing services as well as licensing its internally developed intellectual property.

With an effective date of April 21, 2023 we entered into a collaboration agreement with a strategic partner under which we would be the exclusive provider of certain contract development and manufacturing organization (“CDMO”) services to its customers. Fee revenue generated as a result of this agreement is presented as pharmaceutical development revenue on the unaudited condensed consolidated statement of income and is accounted for in accordance with our revenue recognition policy as described under Revenue Recognition below.

With an effective date of January 1, 2024, we entered into an Option and Asset Purchase Agreement with the same strategic partner on March 14, 2024, which granted the partner an exclusive option to acquire certain of Enteris’ assets related to its business of providing CDMO services to third parties, subject to certain exclusions. The partner must exercise the option by or before January 1, 2026.

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation 

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

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

 

Unaudited Interim Financial Information

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, 2024. 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, 2023, filed with the SEC on March 20, 2024.

Use of Estimates

Use of Estimates 

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

 

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

 

Segment Information

Segment Information

The Company earns revenues from its two U.S.-based business segments: its specialty finance and asset management business offering customized financing solutions to a broad range of life-sciences companies (“Finance Receivable segment”), and its business offering CDMO services to pharmaceutical partners as well as innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform (“Pharmaceutical Development segment”).

Revenue Recognition

Revenue Recognition

 

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

 

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

 

Correction of an Error in Previously Issued Unaudited Condensed Financial Statements

Correction of an Error in Previously Issued Unaudited Condensed Financial Statements

 

During the quarter ended June 30, 2024, the Company identified an error related to the recognition of a holdback liability for a royalty which was incorrectly recorded into revenue. This error affected the consolidated financial statements for the quarter ended March 31, 2024 and was determined to be immaterial to the prior period’s unaudited condensed consolidated financial statements and did not warrant restatement and reissuance of the previously issued unaudited condensed consolidated financial statements. However, the Company recorded a correction to the prior quarter ended March 31, 2024 and the financial statements will be revised the next time they are presented as comparative information in future filings. The Company based their qualitative and quantitative analysis on SEC Staff’s Accounting Bulletins Topic 1.M, “Materiality and Topic 1.N, Considering the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements.”

 

The following table details the revisions to the line items of our previously issued unaudited condensed financial statements to reflect the correction of the error (in thousands):

 

Three Months Ended March 31, 2024  As Reported  Adjustment  As Revised
Revenues:               
Finance receivable interest income, including fees  $11,454   $(735)  $10,719 
Pharmaceutical development   279        279 
Other   46        46 
Total revenues   11,779    (735)   11,044 
Net income  $861   $(735)  $126 
Basic net income per share  $0.07   $(0.06)  $0.01 
Diluted net income per share  $0.07   $(0.06)  $0.01 
Assets:               
Finance receivables, net of allowance for credit    261,285    (13)   261,272 
Total assets  $322,350   $(13)  $322,337 
Stockholders’ equity:               
Accumulated deficit   (4,143,940)   (735)   (4,144,675)
Total stockholders’ equity  $280,288   $(735)  $279,553 

 

   

Research and Development

Research and Development

 

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Public entities are required to adopt the changes retrospectively, recasting each prior-period disclosure for which a comparative income statement is presented in the period of adoption. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard is intended to provide greater transparency in various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

v3.24.2.u1
SWK Holdings Corporation and Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Revisions to the line items of our previously issued financial statements

The following table details the revisions to the line items of our previously issued unaudited condensed financial statements to reflect the correction of the error (in thousands):

 

Three Months Ended March 31, 2024  As Reported  Adjustment  As Revised
Revenues:               
Finance receivable interest income, including fees  $11,454   $(735)  $10,719 
Pharmaceutical development   279        279 
Other   46        46 
Total revenues   11,779    (735)   11,044 
Net income  $861   $(735)  $126 
Basic net income per share  $0.07   $(0.06)  $0.01 
Diluted net income per share  $0.07   $(0.06)  $0.01 
Assets:               
Finance receivables, net of allowance for credit    261,285    (13)   261,272 
Total assets  $322,350   $(13)  $322,337 
Stockholders’ equity:               
Accumulated deficit   (4,143,940)   (735)   (4,144,675)
Total stockholders’ equity  $280,288   $(735)  $279,553 

v3.24.2.u1
Net Income per Share (Tables)
6 Months Ended
Jun. 30, 2024
Net income per share  
Schedule of Basic and Diluted Earning per Share

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

 

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Numerator:                    
Net income  $4,395   $3,934   $4,521   $8,569 
                     
Denominator:                    
Weighted-average shares outstanding   12,457    12,741    12,466    12,787 
Effect of dilutive securities   71    44    68    43 
Weighted-average diluted shares   12,528    12,785    12,534    12,830 
                     
Basic net income per share  $0.35   $0.31   $0.36   $0.67 
Diluted net income per share  $0.35   $0.31   $0.36   $0.67 
v3.24.2.u1
Finance Receivables (Tables)
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
Schedule of carrying value of finance receivables

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

 

   June 30, 2024   December 31, 2023 
Term loans  $213,683   $221,145 
Royalty purchases   64,870    67,260 
Total before allowance for credit losses   278,553    288,405 
Allowance for credit losses   (13,083)   (13,901)
Total carrying value  $265,470   $274,504 
Schedule of Allowance for Credit Losses

The following table details the changes in the allowance for credit losses by Term Loans and Royalties (in thousands):

 

 

  

Six Months Ended June 30, 2024

   Six Months Ended June 30, 2023 
   Term
Loans
   Royalties   Total   Term
Loans
 
  Royalties   Total 
Allowance at beginning of period  $9,731   $4,170   $13,901   $   $11,846   $11,846 
Effect of adoption of ASU 2016-13               8,900    2,886    11,786 
Provision (benefit) for credit losses   5,055    127    5,182    (572)   (110)   (682)
Write offs   (6,000)       (6,000)       (11,846)(1)  (11,846)
Allowance at end of period  $8,786   $4,297   $13,083   $8,328   $2,776   $11,104 

 

(1)Reversal of finance receivable-specific ACL recognized in prior periods. No impact to unaudited condensed consolidated statement of income for the six months ended June 30, 2023.
Schedule of Allowance for Credit Losses

The following table presents nonaccrual and performing finance receivables by portfolio pool, net of allowance for credit losses (in thousands) as of:

   June 30, 2024   December 31, 2023 
   Nonaccrual   Performing   Total   Nonaccrual   Performing   Total 
Term loans  $6,010   $207,673   $213,683   $9,128   $212,017   $221,145 
Royalty purchases   16,434    48,436    64,870    16,854    50,406    67,260 
Total before allowance for credit losses   22,444    256,109    278,553    25,982    262,423    288,405 
Allowance for credit losses   (3,368)   (9,715)   (13,083)   (1,447)   (12,454)   (13,901)
Total carrying value  $19,076   $246,394   $265,470   $24,535   $249,969   $274,504 
Schedule of Financing Receivable by origination year

The following table summarizes the carrying value of Finance Receivables by origination year, grouped by risk rating as of June 30, 2024 and December 31, 2023 (in thousands):

   June 30, 2024 
   2023   2022   2021   2020   2019   Prior   Total 
Term Loans                                   
5  $   $   $13,835   $   $4,991   $   $18,826 
4   31,108    57,988                9,328    98,424 
3   24,604        10,718        29,154        64,476 
2           12,601            13,346    25,947 
1       4,538    1,472                6,010 
Subtotal - Term Loans  $55,712   $62,526   $38,626   $   $34,145   $22,674   $213,683 
                                    
Royalties                                   
Green  $12,110   $11,985   $   $16,595   $   $1,297   $41,987 
Yellow               3,087        3,362    6,449 
Red           3,564    10,433        2,437    16,434 
Subtotal - Royalties  $12,110   $11,985   $3,564   $30,115   $   $7,096   $64,870 
Total Finance Receivables, gross  $67,822   $74,511   $42,190   $30,115   $34,145   $29,770   $278,553 
     

 

   December 31, 2023 
   2023   2022   2021   2020   2019   Prior   Total 
Term Loans                                   
5  $   $   $13,734   $   $5,696   $   $19,430 
4   25,799    32,211                10,485    68,495 
3   24,341    24,285    10,227        31,807        90,660 
2       6,924    12,493            14,015    33,432 
1           9,128                9,128 
Subtotal - Term Loans  $50,140   $63,420   $45,582   $   $37,503   $24,500   $221,145 
                                    
Royalties                                   
Green  $27,785   $   $   $14,650   $   $1,340   $43,775 
Yellow               3,212        3,419    6,631 
Red           3,834    10,433        2,587    16,854 
Subtotal - Royalties  $27,785   $   $3,834   $28,295   $   $7,346   $67,260 
Total Finance Receivables, gross  $77,925   $63,420   $49,416   $28,295   $37,503   $31,846   $288,405 
v3.24.2.u1
Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

As of June 30, 2024 and December 31, 2023, the gross book value, accumulated amortization, net book value and estimated useful life of acquired intangible assets were as follows (in thousands, except estimated useful life data):

   June 30, 2024 
   Gross Book
Value
   Accumulated
Amortization
   Net Book
Value
   Estimated
Useful Life
 
Trade names and trademarks  $210   $102   $108    10 
Customer relationships   240    116    124    10 
Total intangible assets  $450   $218   $232      
                     
   December 31, 2023 
   Gross Book
Value
   Accumulated
Amortization
   Net Book
Value
   Estimated
Useful Life
 
Licensing Agreement(1)  $29,400   $23,167   $6,233    10 
Trade names and trademarks   210    92    118    10 
Customer relationships   240    104    136    10 
Total intangible assets  $29,850   $23,363   $6,487      

 

(1)Prior to our acquisition of Enteris, Enteris entered into the License Agreement with Cara Therapeutics, Inc. (“Cara”), for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVATM in any indication worldwide, excluding South Korea and Japan. Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory. As of June 30, 2024, the Company concluded that the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of product covered by the License Agreement. The Company has recognized a full impairment on the license of its remaining net book value of $5.8 million which is included in the “Loss on impairment of intangible assets” section of our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.
Schedule of Intangible Asset Amortization Expense

Schedule of Intangible Asset Amortization Expense

Remainder of 2024  $23 
2025   45 
2026   45 
2027   45 
2028   45 
Thereafter   29 
Total  $232 
v3.24.2.u1
Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long Term Debt

The following table summarizes the outstanding balance of the Notes, net of debt issuance costs (in thousands):

   June 30, 2024   December 31, 2023 
2027 Senior Notes  $32,969   $32,969 
Debt issuance costs   (1,891)   (2,188)
Total unsecured senior notes, net  $31,078   $30,781 
Schedule of Maturities of Long Term Notes

The Company’s future principal obligations for the Notes were as follows (in thousands):

 

 

   June 30, 2024 
Remainder of 2024  $ 
2025    
2026    
2027   32,969 
Total unsecured senior notes, net  $32,969 
v3.24.2.u1
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Lease Cost

The components of lease cost was as follows (in thousands):

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Operating lease cost  $134   $125   $259   $222 
Variable lease cost   17    23    32    24 
Total lease cost  $151   $148   $291   $246 
Schedule of Future Minimum Rent

Future minimum rent on the Company’s operating leases was as follows as of June 30, 2024 (in thousands):

 

Remainder of 2024  $283 
2025   456 
2026   461 
2027   465 
2028   405 
Thereafter   272 
Total future lease payments  $2,342 
v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of fair value assets measured on recurring basis

The following table presents financial assets measured at fair value on a recurring basis as of June 30, 2024 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Financial Assets                    
Warrant assets  $835   $   $   $835 
Marketable investments   731    696        35 
Foreign currency forward contract   2,629            2,629 

 

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Financial Assets                    
Warrant assets  $1,759   $   $   $1,759 
Marketable investments   48            48 
Foreign currency forward contract   974            974 
                     
Financial liabilities:                    
Contingent consideration payable  $4,900   $   $   $4,900 
Schedule of fair value assets measured on recurring basis unobservable input reconciliation

The changes in fair value of the warrant assets during the six months ended June 30, 2024 and 2023 were as follows (in thousands):

 

June 30, 2024  June 30, 2023
Fair value - December 31, 2023  $1,759   Fair value - December 31, 2022  $1,220 
Issued      Issued   822 
Exercised   (984)  Exercised    
Change in fair value   130   Change in fair value   (583)
Loss on foreign currency transactions  $(70)  Loss on foreign currency transactions  $ 
Fair value - June 30, 2024  $835   Fair value - June 30, 2023  $1,459 
Schedule of weighted average assumptions

Schedule of weighted average assumptions

   June 30, 2024  December 31, 2023
Dividend rate range    — 
Risk-free rate range  4.3% to 4.7%  3.8% to 4.8%
Expected life (years) range  2.4 to 5.3  1.2 to 5.8
Expected volatility range  73% to 177.7%  75.3% to 154.3%
Schedule of weighted average assumptions

As of June 30, 2024 and December 31, 2023, the Company had one royalty, Best, that was deemed to be impaired based on reductions in carrying value in prior periods. As of June 30, 2024, the Company had two loans, Trio Healthcare and Exeevo, that was deemed to be impaired based on reductions in carrying value during the six months ended June 30, 2024. The following table presents this royalty and the loans measured at amortized cost using the effective interest method, which approximates fair value, on a nonrecurring basis as of June 30, 2024 and December 31, 2023 (in thousands):

  

Total
Carrying
Value in
Consolidated
Balance
Sheets

  

Quoted
Prices
in Active
Markets for
Identical
Assets
or Liabilities
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
June 30, 2024  $8,448   $   $   $8,448 
December 31, 2023  $2,587   $   $   $2,587 
Schedule of fair value by balance sheet grouping

The following table presents the fair value of financial assets as of June 30, 2024 (in thousands):

 

   Carrying
Value
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Finance receivables, net  $265,470   $265,470   $   $   $265,470 
Marketable investments   731    731    696        35 
Warrant assets   835    835            835 
Foreign currency forward contract   2,629    2,629            2,629 

 

The following table presents the fair value of financial assets and liabilities as of year ended December 31, 2023 (in thousands):

 

   Carrying
Value
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Finance receivables, net  $274,504   $274,504   $   $   $274,504 
Marketable investments   48    48            48 
Warrant assets   1,759    1,759            1,759 
Foreign currency forward contract   974    974            974 
                          
Financial liabilities                         
Contingent consideration payable  $4,900   $4,900   $   $   $4,900 
v3.24.2.u1
Revenue Recognition (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue Recognized by Revenue Source

The following table provides the contract revenue recognized by revenue source for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

  

Three Months Ended
June 30,

  

Six Months Ended
June 30,

 
   2024   2023   2024   2023 
Pharmaceutical Development Segment                    
License Agreement  $49   $10   $49   $10 
Pharmaceutical Development   755    173    1,034    291 
Total contract revenue  $804   $183   $1,083   $301 
Schedule of Company's Contract Liabilities

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

 

 

   June 30,
2024
   December 31,
2023
 
Pharmaceutical Development Segment          
Deferred income  $2,216   $9 
Total contract liabilities  $2,216   $9 
v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Reportable Revenue by Geographic Region

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

   Three Months Ended June 30, 2024 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $10,680   $804   $   $11,484 
Other revenue   57            57 
Provision for credit losses   4,074            4,074 
Loss on impairment of intangible assets       5,771        5,771 
Interest expense   225    2    892    1,119 
Pharmaceutical manufacturing, research and development expense       520        520 
Change in fair value of acquisition-related contingent consideration       (4,900)       (4,900)
Depreciation and amortization expense       400    21    421 
General and administrative expense   91    748    2,084    2,923 
Other income (expense), net   3,851        (34)   3,817 
Income tax expense           1,035    1,035 
Net income (loss)   10,198    (1,737)   (4,066)   4,395 
                     

   Three Months Ended June 30, 2023 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $9,278   $183   $   $9,461 
Other revenue   36            36 
Benefit for credit losses   (682)           (682)
Interest expense   363            363 
Pharmaceutical manufacturing, research and development expense       1,509        1,509 
Depreciation and amortization expense       633    4    637 
General and administrative expense   137    981    1,879    2,997 
Other income, net   715            715 
Income tax expense           1,454    1,454 
Net income (loss)   10,211    (2,940)   (3,337)   3,934 
   Six Months Ended June 30, 2024 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $21,399   $1,083   $   $22,482 
Other revenue   103            103 
Provision for credit losses   9,397            9,397 
Loss on impairment intangible assets       5,771        5,771 
Interest expense   590    5    1,780    2,375 
Pharmaceutical manufacturing, research and development expense       1,050        1,050 
Change in fair value of acquisition-related contingent consideration       (4,900)       (4,900)
Depreciation and amortization expense       892    43    935 
General and administrative expense   169    1,457    3,981    5,607 
Other income (expense), net   3,843        (408)   3,435 
Income tax expense           1,264    1,264 
Net income (loss)   15,189    (3,192)   (7,476)   4,521 
                     

   Six Months Ended June 30, 2023 
   Finance
Receivables
   Pharmaceutical
Development
and Other
   Holding
Company
and Other
   Consolidated 
Revenue  $18,538   $301   $   $18,839 
Other revenue   67        2    69 
Benefit for credit losses   (682)           (682)
Interest expense   545            545 
Pharmaceutical manufacturing, research and development expense       2,228        2,228 
Depreciation and amortization expense       1,277    8    1,285 
General and administrative expense   167    1,709    3,661    5,537 
Other expense, net   (81)           (81)
Income tax expense           1,345    1,345 
Net income (loss)   18,494    (4,913)   (5,012)   8,569 
v3.24.2.u1
SWK Holdings Corporation and Summary of Significant Accounting Policies (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:            
Finance receivable interest income, including fees $ 10,680 $ 10,719 $ 9,278   $ 21,399 $ 18,538
Pharmaceutical development 804 279 183   1,083 301
Other 57 46 36   103 69
Total revenues 11,541 11,044 9,497   $ 22,585 $ 18,908
Net income $ 4,395 $ 126 $ 3,934 $ 4,635    
Basic net income per share $ 0.35 $ 0.01 $ 0.31   $ 0.36 $ 0.67
Diluted net income per share $ 0.35 $ 0.01 $ 0.31   $ 0.36 $ 0.67
Assets:            
Finance receivables, net of allowance for credit $ 265,470 $ 261,272     $ 265,470  
Total assets 321,374 322,337     321,374  
Stockholders’ equity:            
Accumulated deficit (4,140,280) (4,144,675)     (4,140,280)  
Ending balance, value $ 283,204 279,553 $ 273,884 $ 274,385 $ 283,204 $ 273,884
Previously Reported [Member]            
Revenues:            
Finance receivable interest income, including fees   11,454        
Pharmaceutical development   279        
Other   46        
Total revenues   11,779        
Net income   $ 861        
Basic net income per share   $ 0.07        
Diluted net income per share   $ 0.07        
Assets:            
Finance receivables, net of allowance for credit   $ 261,285        
Total assets   322,350        
Stockholders’ equity:            
Accumulated deficit   (4,143,940)        
Ending balance, value   280,288        
Revision of Prior Period, Adjustment [Member]            
Revenues:            
Finance receivable interest income, including fees   (735)        
Pharmaceutical development          
Other          
Total revenues   (735)        
Net income   $ (735)        
Basic net income per share   $ (0.06)        
Diluted net income per share   $ (0.06)        
Assets:            
Finance receivables, net of allowance for credit   $ (13)        
Total assets   (13)        
Stockholders’ equity:            
Accumulated deficit   (735)        
Ending balance, value   $ (735)        
v3.24.2.u1
SWK Holdings Corporation and Summary of Significant Accounting Policies (Details Narrative)
6 Months Ended
Jun. 30, 2024
Number
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of Operating Segments 2
v3.24.2.u1
Net Income per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net income per share          
Net income $ 4,395   $ 3,934 $ 4,521 $ 8,569
Weighted-average shares outstanding 12,457,000   12,741,000 12,466,000 12,787,000
Effect of dilutive securities 71,000   44,000 68,000 43,000
Weighted-average diluted shares 12,528,000   12,785,000 12,534,000 12,830,000
Basic net income per share $ 0.35 $ 0.01 $ 0.31 $ 0.36 $ 0.67
Diluted net income per share $ 0.35 $ 0.01 $ 0.31 $ 0.36 $ 0.67
v3.24.2.u1
Net Income per Share (Details Narrative) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net income per share        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 159,000 118,000 161,000 119,000
v3.24.2.u1
Finance Receivables, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Total before allowance for credit losses $ 278,553   $ 288,405    
Allowance for credit losses (13,083)   (13,901) $ (11,104) $ (11,846)
Total carrying value 265,470 $ 261,272 274,504    
Life Science Term Loans [Member]          
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Total before allowance for credit losses 213,683   221,145    
Allowance for credit losses (8,786)   (9,731) (8,328)
Life Science Royalty Purchases [Member]          
Accounts, Notes, Loans and Financing Receivable [Line Items]          
Total before allowance for credit losses 64,870   67,260    
Allowance for credit losses $ (4,297)   $ (4,170) $ (2,776) $ (11,846)
v3.24.2.u1
Finance Receivables, Net (Details 2) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance at beginning of period $ 13,901 $ 11,846
Financing Receivable, Allowance for Credit Loss, Excluding Accrued Interest 11,786
Provision (benefit) for credit losses 5,182 (682)
Write offs (6,000) (11,846)
Allowance at end of period 13,083 11,104
Life Science Term Loans [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance at beginning of period 9,731
Financing Receivable, Allowance for Credit Loss, Excluding Accrued Interest 8,900
Provision (benefit) for credit losses 5,055 (572)
Write offs (6,000)
Allowance at end of period 8,786 8,328
Life Science Royalty Purchases [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance at beginning of period 4,170 11,846
Financing Receivable, Allowance for Credit Loss, Excluding Accrued Interest 2,886
Provision (benefit) for credit losses 127 (110)
Write offs (11,846) [1]
Allowance at end of period $ 4,297 $ 2,776
[1] Reversal of finance receivable-specific ACL recognized in prior periods. No impact to unaudited condensed consolidated statement of income for the six months ended June 30, 2023.
v3.24.2.u1
Finance Receivables, Net (Details 3) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Financing Receivable, Credit Quality Indicator [Line Items]          
Total before allowance for credit losses $ 278,553   $ 288,405    
Allowance for credit losses (13,083)   (13,901) $ (11,104) $ (11,846)
Total carrying value 265,470 $ 261,272 274,504    
Life Science Term Loans [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Royalty purchases 213,683   221,145    
Total before allowance for credit losses 213,683   221,145    
Allowance for credit losses (8,786)   (9,731) (8,328)
Life Science Royalty Purchases [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Royalty purchases 64,870   67,260    
Total before allowance for credit losses 64,870   67,260    
Allowance for credit losses (4,297)   (4,170) $ (2,776) $ (11,846)
Nonperforming Financial Instruments [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Total before allowance for credit losses 22,444   25,982    
Allowance for credit losses (3,368)   (1,447)    
Total carrying value 19,076   24,535    
Nonperforming Financial Instruments [Member] | Life Science Term Loans [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Royalty purchases 6,010   9,128    
Nonperforming Financial Instruments [Member] | Life Science Royalty Purchases [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Royalty purchases 16,434   16,854    
Performing Financial Instruments [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Total before allowance for credit losses 256,109   262,423    
Allowance for credit losses (9,715)   (12,454)    
Total carrying value 246,394   249,969    
Performing Financial Instruments [Member] | Life Science Term Loans [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Royalty purchases 207,673   212,017    
Performing Financial Instruments [Member] | Life Science Royalty Purchases [Member]          
Financing Receivable, Credit Quality Indicator [Line Items]          
Royalty purchases $ 48,436   $ 50,406    
v3.24.2.u1
Finance Receivables, Net (Details 4) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year   $ 77,925
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year   63,420
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year   49,416
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year   28,295
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year   37,503
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year   31,846
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss   288,405
Life Science Term Loans [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year $ 55,712 50,140
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 62,526 63,420
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 38,626 45,582
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year 34,145 37,503
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 22,674 24,500
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 213,683 221,145
Life Science Term Loans [Member] | Pass [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 13,835 13,734
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year 4,991 5,696
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 18,826 19,430
Life Science Term Loans [Member] | Special Mention [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year 31,108 25,799
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 57,988 32,211
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 9,328 10,485
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 98,424 68,495
Life Science Term Loans [Member] | Substandard [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year 24,604 24,341
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 24,285
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 10,718 10,227
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year 29,154 31,807
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 64,476 90,660
Life Science Term Loans [Member] | Doubtful [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 6,924
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 12,601 12,493
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 13,346 14,015
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 25,947 33,432
Life Science Term Loans [Member] | Unlikely to be Collected Financing Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 4,538
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 1,472 9,128
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 6,010 9,128
Life Science Royalty Purchases [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year 12,110 27,785
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 11,985
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 3,564 3,834
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year 30,115 28,295
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 7,096 7,346
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 64,870 67,260
Life Science Royalty Purchases [Member] | Pass [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year 12,110 27,785
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year 11,985
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year 16,595 14,650
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 1,297 1,340
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 41,987 43,775
Life Science Royalty Purchases [Member] | Special Mention [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year 3,087 3,212
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 3,362 3,419
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss 6,449 6,631
Life Science Royalty Purchases [Member] | Substandard [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Financing Receivable, Excluding Accrued Interest, Year One, Originated, Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Two, Originated, Fiscal Year before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Year Three, Originated, Two Years before Current Fiscal Year 3,564 3,834
Financing Receivable, Excluding Accrued Interest, Year Four, Originated, Three Years before Current Fiscal Year 10,433 10,433
Financing Receivable, Excluding Accrued Interest, Year Five, Originated, Four Years before Current Fiscal Year
Financing Receivable, Excluding Accrued Interest, Originated, More than Five Years before Current Fiscal Year 2,437 2,587
Financing Receivable, Excluding Accrued Interest, before Allowance for Credit Loss $ 16,434 $ 16,854
v3.24.2.u1
Finance Receivables (Details Narrative)
$ in Thousands
Jun. 30, 2024
USD ($)
Trio Healthcare Ltd [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Loans and Leases Receivable, Gross $ 1,500
Exeevo Inc [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Loans and Leases Receivable, Gross 4,500
Flowonix Medical Inc [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Loans and Leases Receivable, Gross 10,400
Best Royalty [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Loans and Leases Receivable, Gross 2,400
Ideal Implant Inc [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Loans and Leases Receivable, Gross $ 3,600
v3.24.2.u1
Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill $ 450 $ 29,850
Finite-Lived Intangible Assets, Accumulated Amortization 218 23,363
Intangible Assets, Current 232 6,487
Trademarks and Trade Names [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill 210 210
Finite-Lived Intangible Assets, Accumulated Amortization 102 92
Intangible Assets, Current $ 108 $ 118
Finite-Lived Intangible Asset, Useful Life 10 years 10 years
Customer Relationships [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill $ 240 $ 240
Finite-Lived Intangible Assets, Accumulated Amortization 116 104
Intangible Assets, Current $ 124 $ 136
Finite-Lived Intangible Asset, Useful Life 10 years 10 years
Licensing Agreements [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill [1]   $ 29,400
Finite-Lived Intangible Assets, Accumulated Amortization [1]   23,167
Intangible Assets, Current [1]   $ 6,233
Finite-Lived Intangible Asset, Useful Life   10 years
[1] Prior to our acquisition of Enteris, Enteris entered into the License Agreement with Cara Therapeutics, Inc. (“Cara”), for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVATM in any indication worldwide, excluding South Korea and Japan. Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory. As of June 30, 2024, the Company concluded that the milestones and royalties pursuant to the License Agreement would not be realized as a result of non-viability of product covered by the License Agreement. The Company has recognized a full impairment on the license of its remaining net book value of $5.8 million which is included in the “Loss on impairment of intangible assets” section of our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2024.
v3.24.2.u1
Intangible Assets (Details 2)
$ in Thousands
Jun. 30, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Remainder of 2024 $ 23
2025 45
2026 45
2027 45
2028 45
Thereafter 29
Total $ 232
v3.24.2.u1
Intangible Assets (Details Narrative) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization of Intangible Assets $ 200 $ 400
v3.24.2.u1
Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
2027 Senior Notes $ 32,969 $ 32,969
Debt issuance costs (1,891) (2,188)
Total unsecured senior notes, net $ 31,078 $ 30,781
v3.24.2.u1
Debt (Details 2) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Remainder of 2024  
2025  
2026  
2027 32,969  
Total unsecured senior notes, net $ 32,969 $ 32,969
v3.24.2.u1
Debt (Details Narrative) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Oct. 10, 2023
Jun. 28, 2023
Short-Term Debt [Line Items]            
Line of Credit Facility, Maximum Borrowing Capacity         $ 60,000 $ 45,000
Interest Expense, Operating and Nonoperating $ 1,119 $ 363 $ 2,375 $ 545    
Line of Credit [Member]            
Short-Term Debt [Line Items]            
Interest Expense, Operating and Nonoperating $ 1,100 $ 400 $ 2,400 $ 500    
v3.24.2.u1
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]        
Operating lease cost $ 134 $ 125 $ 259 $ 222
Variable lease cost 17 23 32 24
Total lease cost $ 151 $ 148 $ 291 $ 246
v3.24.2.u1
Commitments and Contingencies (Details 2)
$ in Thousands
Jun. 30, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Remainder of 2024 $ 283
2025 456
2026 461
2027 465
2028 405
Thereafter 272
Total future lease payments $ 2,342
v3.24.2.u1
Commitments and Contingencies (Details Narrative) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dallas Texas Office [Member]    
Entity Addresses [Line Items]    
Operating Leases, Rent Expense $ 300 $ 200
v3.24.2.u1
Fair Value Measurements (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Financial Assets        
Warrant assets $ 835 $ 1,759    
Financial liabilities:        
Contingent consideration payable 4,900    
Fair Value, Inputs, Level 1 [Member]        
Financial Assets        
Warrant assets    
Foreign currency forward contract    
Financial liabilities:        
Contingent consideration payable      
Fair Value, Inputs, Level 2 [Member]        
Financial Assets        
Warrant assets    
Foreign currency forward contract    
Financial liabilities:        
Contingent consideration payable      
Fair Value, Inputs, Level 3 [Member]        
Financial Assets        
Warrant assets 835 1,759    
Foreign currency forward contract 2,629 974    
Financial liabilities:        
Contingent consideration payable   4,900    
Fair Value, Recurring [Member]        
Financial Assets        
Warrant assets 835 1,759    
Marketable investments 731 48    
Foreign currency forward contract 2,629 974    
Financial liabilities:        
Contingent consideration payable   4,900    
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]        
Financial Assets        
Warrant assets    
Marketable investments 696    
Foreign currency forward contract    
Financial liabilities:        
Contingent consideration payable      
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]        
Financial Assets        
Warrant assets    
Marketable investments    
Foreign currency forward contract    
Financial liabilities:        
Contingent consideration payable      
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]        
Financial Assets        
Warrant assets 835 1,759 $ 1,459 $ 1,220
Marketable investments 35 48    
Foreign currency forward contract $ 2,629 974    
Financial liabilities:        
Contingent consideration payable   $ 4,900    
v3.24.2.u1
Fair Value Measurements (Details 2) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value - December 31, 2023 $ 1,759  
Fair value - June 30, 2024 835  
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value - December 31, 2023 1,759  
Fair value - June 30, 2024 835  
Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value - December 31, 2023 1,759  
Fair value - June 30, 2024 835  
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value - December 31, 2023 1,759 $ 1,220
Issued 822
Exercised (984)
Change in fair value 130 (583)
Loss on foreign currency transactions (70)
Fair value - June 30, 2024 $ 835 $ 1,459
v3.24.2.u1
Fair Value Measurements (Details 3) - Warrant [Member]
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate 0.00%  
Minimum [Member]    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.30% 3.80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 2 years 4 months 24 days 1 year 2 months 12 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 73.00% 75.30%
Maximum [Member]    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.70% 4.80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 5 years 3 months 18 days 5 years 9 months 18 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 177.70% 154.30%
v3.24.2.u1
Fair Value Measurements (Details 4) - Fair Value, Nonrecurring [Member] - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
December 31, 2023 $ 8,448 $ 2,587
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
December 31, 2023
Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
December 31, 2023
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
December 31, 2023 $ 8,448 $ 2,587
v3.24.2.u1
Fair Value Measurements (Details 5) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Financial Assets      
Finance receivables, net $ 265,470 $ 261,272 $ 274,504
Marketable investments 731   48
Warrant assets 835   1,759
Financial liabilities      
Contingent consideration payable   4,900
Fair Value, Inputs, Level 1 [Member]      
Financial Assets      
Finance receivables, net  
Marketable investments 696  
Warrant assets  
Foreign currency forward contract  
Financial liabilities      
Contingent consideration payable    
Fair Value, Inputs, Level 2 [Member]      
Financial Assets      
Finance receivables, net  
Marketable investments  
Warrant assets  
Foreign currency forward contract  
Financial liabilities      
Contingent consideration payable    
Fair Value, Inputs, Level 3 [Member]      
Financial Assets      
Finance receivables, net 265,470   274,504
Marketable investments 35   48
Warrant assets 835   1,759
Foreign currency forward contract 2,629   974
Financial liabilities      
Contingent consideration payable     4,900
Reported Value Measurement [Member]      
Financial Assets      
Finance receivables, net 265,470   274,504
Marketable investments 731   48
Warrant assets 835   1,759
Foreign currency forward contract 2,629   974
Financial liabilities      
Contingent consideration payable     4,900
Estimate of Fair Value Measurement [Member]      
Financial Assets      
Finance receivables, net 265,470   274,504
Marketable investments 731   48
Warrant assets 835   1,759
Foreign currency forward contract $ 2,629   974
Financial liabilities      
Contingent consideration payable     $ 4,900
v3.24.2.u1
Fair Value Measurements (Details Narrative) - Warrant [Member]
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Weighted Average [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.40% 4.30%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 4 years 2 months 12 days 3 years 4 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 102.70% 124.60%
Median [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 4.30% 3.80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 4 years 6 months 4 years 4 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 90.80% 134.40%
v3.24.2.u1
Revenue Recognition (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Financing Receivable, Past Due [Line Items]          
Pharmaceutical Development $ 11,541 $ 11,044 $ 9,497 $ 22,585 $ 18,908
Total contract revenue 804 $ 279 183 1,083 301
Licensing Agreements [Member]          
Financing Receivable, Past Due [Line Items]          
Pharmaceutical Development 49   10 49 10
Pharmaceutical Development Services [Member]          
Financing Receivable, Past Due [Line Items]          
Pharmaceutical Development $ 755   $ 173 $ 1,034 $ 291
v3.24.2.u1
Revenue Recognition (Details 2) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Deferred income $ 2,216 $ 9
Total contract liabilities $ 2,216 $ 9
v3.24.2.u1
Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Financing Receivable, Past Due [Line Items]          
Revenue $ 11,484   $ 9,461 $ 22,482 $ 18,839
Other revenue 57 $ 46 36 103 69
Provision for credit losses 4,074   (682) 9,397  
Loss on impairment intangible assets 5,771   5,771
Interest expense 1,119   363 2,375 545
Pharmaceutical manufacturing, research and development expense 520   1,509 1,050 2,228
Change in fair value of acquisition-related contingent consideration (4,900)   (4,900)
Depreciation and amortization expense 421   637 935 1,285
General and administrative expense 2,923   2,997 5,607 5,537
Other expense, net 3,817   715 3,435 (81)
Income tax expense 1,035   1,454 1,264 1,345
Net income (loss) 4,395   3,934 4,521 8,569
Benefit for credit losses 4,074   (682) 9,397 (682)
Financing Receivable [Member]          
Financing Receivable, Past Due [Line Items]          
Revenue 10,680   9,278 21,399 18,538
Other revenue 57   36 103 67
Provision for credit losses 4,074   (682) 9,397  
Loss on impairment intangible assets      
Interest expense 225   363 590 545
Pharmaceutical manufacturing, research and development expense  
Change in fair value of acquisition-related contingent consideration      
Depreciation and amortization expense  
General and administrative expense 91   137 169 167
Other expense, net 3,851   715 3,843 (81)
Income tax expense  
Net income (loss) 10,198   10,211 15,189 18,494
Benefit for credit losses         (682)
Pharmaceutical Development Services [Member]          
Financing Receivable, Past Due [Line Items]          
Revenue 804   183 1,083 301
Other revenue  
Provision for credit losses    
Loss on impairment intangible assets 5,771     5,771  
Interest expense 2   5
Pharmaceutical manufacturing, research and development expense 520   1,509 1,050 2,228
Change in fair value of acquisition-related contingent consideration (4,900)     (4,900)  
Depreciation and amortization expense 400   633 892 1,277
General and administrative expense 748   981 1,457 1,709
Other expense, net  
Income tax expense  
Net income (loss) (1,737)   (2,940) (3,192) (4,913)
Benefit for credit losses        
Holding Company And Other [Member]          
Financing Receivable, Past Due [Line Items]          
Revenue  
Other revenue   2
Provision for credit losses    
Loss on impairment intangible assets      
Interest expense 892   1,780
Pharmaceutical manufacturing, research and development expense  
Change in fair value of acquisition-related contingent consideration      
Depreciation and amortization expense 21   4 43 8
General and administrative expense 2,084   1,879 3,981 3,661
Other expense, net (34)   (408)
Income tax expense 1,035   1,454 1,264 1,345
Net income (loss) $ (4,066)   $ (3,337) $ (7,476) (5,012)
Benefit for credit losses        
v3.24.2.u1
Segment Information (Details Narrative)
6 Months Ended
Jun. 30, 2024
Number
Segment Reporting [Abstract]  
Number of Reportable Segments 2

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