|EX-32.02 - SWK Holdings Corp||e20320_ex32-02.htm|
|EX-32.01 - SWK Holdings Corp||e20320_ex32-01.htm|
|EX-31.02 - SWK Holdings Corp||e20320_ex31-02.htm|
|EX-31.01 - SWK Holdings Corp||e20320_ex31-01.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2020
o 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)
|(State or Other Jurisdiction of Incorporation or Organization)||(I.R.S. Employer Identification No.)|
|14755 Preston Road, Suite 105|
|(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|
|Preferred Stock Purchase Rights||SWKH||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. x YES o NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES o NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|Large Accelerated Filer o||Accelerated Filer o||Non-Accelerated Filer o||Smaller Reporting Company x||Emerging Growth Company o|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES x NO
As of May 11, 2020, there were 12,911,453 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.
SWK Holdings Corporation
Quarter Ended March 31, 2020
Table of Contents
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions, and include, but are not limited to, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “anticipate,” “believe,” “estimate,” “expects,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially (both favorably and unfavorably) from those expressed or forecasted in the forward-looking statements.
These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A “Risk Factors” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
PART I. FINANCIAL INFORMATION
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share data)
|Cash and cash equivalents||$||24,318||$||11,158|
|Interest and accounts receivable, net||2,011||2,554|
|Other current assets||1,548||1,087|
|Total current assets||28,789||16,601|
|Finance receivables, net||177,981||172,825|
|Deferred tax asset, net||24,527||25,780|
|Intangible assets, net||21,796||25,113|
|Property and equipment, net||1,299||1,292|
|Other non-current assets||290||336|
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Accounts payable and accrued liabilities||$||4,068||$||3,061|
|Revolving credit facility||14,288||—|
|Total current liabilities||18,356||3,061|
|Contingent consideration payable ||14,500||14,500|
|Other non-current liabilities||137||203|
|Commitments and contingencies (Note 8)|
|Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively||—||—|
|Common stock, $0.001 par value; 250,000,000 shares authorized; 12,918,006 and 12,917,348 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively||13||13|
|Additional paid-in capital||4,432,271||4,432,146|
|Total stockholders’ equity||231,997||236,532|
|Total liabilities and stockholders’ equity||$||265,119||$||254,372|
See accompanying notes to the unaudited condensed consolidated financial statements.
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME
(in thousands, except per share data)
|Three Months Ended|
|Finance receivables interest income, including fees||$||7,136||$||9,391|
|Costs and expenses:|
|Provision for credit losses||—||609|
|Pharmaceutical manufacturing, research and development expense||1,150||—|
|Depreciation and amortization expense||3,505||5|
|General and administrative||3,040||1,264|
|Total costs and expenses||7,959||1,980|
|Other (expense) income, net|
|Unrealized net (loss) gain on warrants||(1,860||)||258|
|Unrealized net loss on equity securities||(890||)||—|
|(Loss) income before provision for income taxes||(3,407||)||7,670|
|Provision for income taxes||1,253||1,111|
|Consolidated net (loss) income||$||(4,660||)||$||6,559|
|Net (loss) income per share|
|Weighted Average Shares|
See accompanying notes to the unaudited condensed consolidated financial statements.
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
|Three Months Ended|
|Consolidated net (loss) income||$||(4,660||)||$||6,559|
|Other comprehensive income, net of tax||—||—|
|Comprehensive (loss) income||$||(4,660||)||$||6,559|
See accompanying notes to the unaudited condensed consolidated financial statements.
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
|Three Months Ended March 31, 2020|
|Balances at December 31, 2019||12,917,348||$||13||$||4,432,146||$||(4,195,627||)||$||236,532|
|Issuance of common stock||5,937||—||—||—||—|
|Repurchases of common stock in open market||(5,279||)||—||(62||)||—||(62||)|
|Balances at March 31, 2020||12,918,006||$||13||$||4,432,271||$||(4,200,287||)||$||231,997|
|Three Months Ended March 31, 2019|
|Balances at December 31, 2018||12,933,674||$||13||$||4,432,499||$||(4,219,455||)||$||213,057|
|Issuance of common stock||42,225||—||—||—||—|
|Repurchases of common stock in open market||(77,300||)||—||(745||)||—||(745||)|
|Balances at March 31, 2019||12,898,599||$||13||$||4,431,856||$||(4,212,896||)||$||218,973|
See accompanying notes to the unaudited condensed consolidated financial statements
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|Cash flows from operating activities:|
|Consolidated net (loss) income||$||(4,660||)||$||6,559|
|Adjustments to reconcile net (loss) income to net cash provided by operating activities:|
|Provision for loan credit losses||—||609|
|Security impairment expense||163||—|
|Amortization of debt issuance costs||47||—|
|Deferred income taxes||1,253||1,111|
|Change in fair value of warrants||1,860||(258||)|
|Change in fair value of equity securities||890||—|
|Loan discount amortization and fee accretion||(536||)||(600||)|
|Interest income in excess of cash received||—||(82||)|
|Depreciation and amortization expense||3,505||—|
|Changes in operating assets and liabilities:|
|Interest and accounts receivable, net||543||265|
|Accounts payable, accrued liabilities, and other liabilities||994||(291||)|
|Net cash provided by operating activities||3,317||7,000|
|Cash flows from investing activities:|
|Investment in finance receivables||(5,500||)||(11,186||)|
|Repayment of finance receivables||1,348||23,866|
|Corporate debt security principal payment||18||21|
|Net cash (used in) provided by investing activities||(4,383||)||12,701|
|Cash flows from financing activities:|
|Net proceeds from credit facility||14,288||—|
|Repurchases of common stock, including fees and expenses||(62||)||(745||)|
|Net cash provided by (used in) financing activities||14,226||(745||)|
|Net increase in cash and cash equivalents||13,160||18,956|
|Cash and cash equivalents at beginning of period||11,158||20,227|
|Cash and cash equivalents at end of period||$||24,318||$||39,183|
See accompanying notes to the unaudited condensed consolidated financial statements.
SWK HOLDINGS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. SWK Holdings Corporation and Summary of Significant Accounting Policies
Nature of Operations
SWK Holdings Corporation (the “Company”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, the Company commenced its strategy of building a specialty finance and asset management business. In August 2019, the Company commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. The Company’s operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” The Company allocates capital to each segment in order to generate income through the sales of life science products by third parties. The Company is headquartered in Dallas, Texas, and as of March 31, 2020, the Company had 32 employees.
The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. However, at this time, under current law, the Company does not anticipate that the Finance Receivables or Pharmaceutical Development segments will generate sufficient income to permit the Company to utilize all of its NOLs prior to their respective expiration dates. As such, it is possible that the Company might pursue additional strategies that it believes might result in the ability to utilize more of the NOLs.
As of May 11, 2020, and since inception of the strategy, the Company and its partners have executed transactions with 36 different parties under its specialty finance strategy, funding an aggregate $540.1 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.
On August 26, 2019, the Company commenced its Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). SWK Products Holdings LLC (“SWK Products”), a wholly-owned subsidiary of the Company, entered into a merger agreement pursuant to which Enteris became a wholly-owned subsidiary of SWK Products.
Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Since its founding in 2013, Enteris has advanced multiple internal and external programs leveraging Peptelligence®, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules, in an enteric-coated tablet formulation. Peptelligence® utilizes a unique multifaceted approach to increase the solubility and absorption of peptides and small molecules, addressing the complex challenges regarding solubility and permeability of therapeutics with low oral bioavailability. Peptelligence® is protected by an extensive patent estate that extends until 2036.
Basis of Presentation and Principles of Consolidation
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“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, 2020. 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, 2019, filed with the SEC on March 30, 2020.
Certain prior year amounts have been reclassified to conform to current year presentation. The amounts for prior periods have been reclassified to be consistent with current year presentation and have no impact on previously reported total assets, total stockholders’ equity or net (loss) income.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition; stock-based compensation; valuation of accounts receivable; impairment of financing receivables; long-lived assets; property, plant and equipment; intangible assets; goodwill; valuation of warrants; 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.
We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within selling, general and administrative expenses. Refer to Note 3, Business Combinations, for further information regarding our acquisition of Enteris.
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, and as of August 26, 2019, the Company’s business offering oral therapeutic formulation solutions built around Enteris’ pharmaceutical Peptelligence® platform, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules in an enteric-coated tablet formulation.
The financial results of Enteris are included in the Pharmaceutical Development segment as of the acquisition date.
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. Deferred revenue was $0.7 million and $0.1 million as of March 31, 2020 and December 31, 2019, respectively, and is included in accounts payable and accrued liabilities in the unaudited condensed consolidated balance sheets.
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 (loss) income.
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (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 is effective from March 12, 2020 through December 31, 2022. An entity may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. An entity may elect to apply the amendments in ASU 2020-04 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The one-time election to sell, transfer, or both sell and transfer debt securities classified as held-to-maturity may be made at any time after March 12, 2020 but no later than December 31, 2022. The Company expects that it will elect to apply some of the expedients and exceptions provided in ASU 2020-04; however, the Company is still evaluating the guidance, and therefore, the impact of the adoption of ASU 2020-04 on the Company’s financial condition and results of operations has not yet been determined.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new standard adds an impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of losses. The ASU describes the impairment allowance as a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be measured in a manner similar to current GAAP; however, the amendments in this update require that credit losses be presented as an allowance rather than as a write-down, which will allow an entity the ability to record reversals of credit losses in current period net income. On November 15, 2019, the FASB issued ASU 2019-10, “Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which finalized various effective dates delay for private companies, not-for-profit organizations, and certain smaller reporting companies. Under ASU 2019-10, the effective date for implementation of CECL for smaller reporting companies was extended to fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently evaluating the new guidance but believes it is likely to incur more upfront losses on its portfolio under the new CECL model.
Note 2. Net (Loss) Income per Share
Basic net (loss) 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 (loss) income per share for the following periods (in thousands, except per share amounts):
|Net (loss) income||$||(4,660||)||$||6,559|
|Weighted-average shares outstanding||12,913||12,906|
|Effect of dilutive securities||—||3|
|Weighted-average diluted shares||12,913||12,909|
|Basic net (loss) income per share||$||(0.36||)||$||0.51|
|Diluted net (loss) income per share||$||(0.36||)||$||0.51|
For the three months ended March 31, 2020 and 2019, outstanding stock options, restricted stock units and warrants to purchase shares of common stock in an aggregate of approximately 460,000 and 400,000, respectively, have been excluded from the calculation of diluted net (loss) income per share as all such securities were anti-dilutive.
Note 3. Business Combinations
On August 26, 2019, Enteris, a biotechnology company offering innovative formulation solutions utilizing its proprietary oral drug delivery technology, became a wholly-owned subsidiary of the Company. The total merger consideration was $34.6 million, which included contingent consideration of $14.5 million. The purchase price was subject to certain adjustments with respect to cash, debt, working capital, transaction expenses and the value of the contingent consideration agreement entered into, in connection with the transaction.
The acquisition was accounted for under the acquisition method of accounting. Accordingly, the merger consideration was allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The excess of the merger consideration over the estimated fair value of the net assets of Enteris was recorded as goodwill, which consists largely of synergies and the acquisition of intangible assets. The resulting goodwill is not expected to be deductible for tax purpose.
The allocation of the merger consideration has been prepared on a preliminary basis and changes to the allocation to certain assets, liabilities, including tax estimates and potential indemnities, may be revised as additional information becomes available. The Company will finalize the acquisition accounting within the required measurement period of one year.
The following table summarizes the allocation of the merger consideration (at fair value) to the assets and liabilities of Enteris as of August 26, 2019 (the date of acquisition) (in thousands):
|Prepaid expenses and other current assets||121|
|Property and equipment||1,324|
|Patents and other intangible assets||29,850|
|Right of use operating lease asset||348|
|Accrued expenses and other current liabilities||(1,365||)|
|Deferred tax liability||(3,988||)|
|Total purchase price||$||34,569|
Unaudited Supplemental Pro Forma Information
The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2019, the earliest period presented herein (in thousands):
|Three Months Ended|
The pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The pro forma adjustments include incremental amortization and depreciation of intangible assets and property and equipment based on preliminary values of each asset and acquisition-related expenses. The pro forma financial information excludes non-recurring acquisition-related expenses. These pro forma results are illustrative only and not indicative of the actual results of operations that would have been achieved nor are they indicative of future results of operations.
There was no change in the carrying amount of goodwill from December 31, 2019 to March 31, 2020, and net book value remains at $8.4 million. The net book value of goodwill is solely related to the Enteris acquisition in 2019. As of March 31, 2020, the Company concluded that it is more likely than not that fair value of the reporting unit is greater than its carrying value, and goodwill is not considered to be impaired.
As of March 31, 2020, the gross book value and accumulated amortization of acquired intangible assets were as follows (in thousands, except estimated useful life data):
|As of March 31, 2020|
|Patents||146||28||118||1 - 20|
|Trade names and trademarks||210||13||197||10|
|Deferred patent costs||29||—||29||N/A|
Amortization expense from the acquisition of Enteris was $3.4 million for the period ended March 31, 2020 and was recorded in depreciation and amortization expense. Based on amounts recorded at March 31, 2020, the Company will recognize acquired intangible asset amortization as follows (in thousands):
Note 4. Finance Receivables, Net
Finance receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method.
As of March 31, 2020, the Company had a credit loss allowance of $8.4 million. Of the total $8.4 million, $1.2 million and $0.6 million are associated with the Company’s Cambia® and Besivance® royalties, respectively. The remaining $6.6 million is related to the ABT Molecular Imaging, Inc. (“ABT”), now known as Best ABT, Inc. (“Best”), second lien term loan that was recognized in order to reflect the Best royalty at its estimated fair value of $4.1 million. The carrying values of finance receivables are as follows (in thousands):
|Total before allowance for credit losses||186,369||181,213|
|Allowance for credit losses||(8,388||)||(8,388||)|
|Total carrying value||$||177,981||$||172,825|
The following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in thousands):
|March 31, 2020||December 31, 2019|
|Royalty purchases, net of credit loss allowance||7,614||13,775||21,389||7,614||14,758||22,372|
|Total carrying value||$||15,951||$||162,030||$||177,981||$||15,951||$||156,874||$||172,825|
As of March 31, 2020 and December 31, 2019, the Company had three finance receivables in nonaccrual status: (a) the term loan to B&D Dental Corporation (“B&D”), with a net carrying value of $8.3 million, (b) the Best royalty, with a net carrying value of $4.1 million, and (c) the Tissue Regeneration Therapeutics, Inc. (“TRT”) royalty, with a net carrying value of $3.5 million. Although in nonaccrual status, the B&D term loan and the TRT royalty were not considered impaired as of both March 31, 2020 and December 31, 2019. The Company did not collect any cash on its nonaccrual royalties during the three months ended March 31, 2020. (Please see B&D, Best, and TRT below for further details regarding nonaccrual and impaired finance receivables).
On December 10, 2013, the Company entered into a five-year credit agreement to provide B&D a senior secured term loan with a principal amount of $6.0 million funded upon close, net of an arrangement fee of $60,000. The loan was scheduled to mature on December 10, 2018. Subsequently, the terms of the loan have been amended, and the Company has funded additional amounts to B&D. As of December 31, 2019, the total amount funded was $8.3 million. B&D is currently evaluating strategic options, including a potential sale of the business.
B&D is currently in default under the terms of the credit agreement, and as a result, the Company classified the loan to nonaccrual status as of September 30, 2015. During 2016 and 2018, the Company executed three additional amendments to the loan to advance an additional $0.7 million in order to directly pay critical vendors and protect the value of the collateral. The Company obtained a third-party valuation of B&D as of December 31, 2019. As a result of the third-party valuation and facts and circumstances regarding B&D’s operations, the Company believes its collateral position is greater than the unpaid balance; thus, accrued interest has not been reversed nor has an allowance been recorded as of March 31, 2020.
On October 31, 2018, ABT announced that it entered into an asset purchase agreement with Best, a wholly-owned subsidiary of Best Medical International, Inc. for aggregate consideration of (i) $500,000, paid over ten years in equal quarterly installments, plus (ii) a ten percent royalty on ABT’s net sales, including any commercialized improvements made to ABT’s technology, paid quarterly for the ten year period from closing pursuant to a royalty security agreement by and between Best and SWK Funding LLC, a wholly-owned subsidiary of the Company (“SWK Funding”). SWK Funding will receive 100 percent of the consideration. On November 8, 2018, the Bankruptcy Court approved the asset sale transaction, and the Company has no further funding liabilities.
During the year ended December 31, 2018, the Company re-evaluated its collateral position, considering the expected outcome of the Chapter 11 process, and as a result, the Company recognized an impairment expense of $5.3 million to write off the second lien term loan, as well as provision for credit losses of $5.0 million to reflect the Best royalty at its estimated fair value of $5.7 million.
During the year ended December 31, 2019, the Company re-evaluated the value of the Best royalty based on 2019 business trends, and as a result, the Company recognized a provision for credit losses of $1.6 million to reflect the Best royalty at its estimated fair value of $4.1 million.
On June 13, 2013, the Company purchased royalties from TRT related to its technology licenses in the family cord banking services sector for $2.0 million, and on October 20, 2014, funded an additional $1.25 million upon the achievement of royalty receipts-based milestones. During the quarter ended March 31, 2016, royalty payments from the primary U.S. licensee ended as a result of the licensee terminating a technology license. The Company and TRT continue to evaluate both options in regard to enforcing TRT’s intellectual property rights against this licensee, as well as seeking additional U.S. licensees. TRT’s Canadian licensee continues to pay royalties. The Company is in discussions with TRT to restructure the purchase agreement. Given uncertainties regarding the outcome of the negotiations and the ultimate timing of cash flows related to the U.S. intellectual property, the Company has placed the TRT royalty on non-accrual status, although does not consider it impaired as of March 31, 2020. The Company evaluated several factors in this determination, including input from intellectual property counsel regarding the strength of the related intellectual property, continued receipt of Canadian licensee royalty payments and anticipated terms of the restructured purchase agreement.
Note 5. Marketable Investments
Investments in corporate debt securities and equity securities at March 31, 2020 and December 31, 2019 consist of the following (in thousands):
|Corporate debt securities||$||285||$||466|
|Total marketable investments||$||1,197||$||2,268|
The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale debt securities as of March 31, 2020 and December 31, 2019, are as follows (in thousands):
|March 31, 2020||Amortized|
|Corporate debt securities||$||285||$||—||$||—||$||285|
|December 31, 2019||Amortized|
|Corporate debt securities||$||466||$||—||$||—||$||466|
The following table presents unrealized net losses on equity securities during the three months ended March 31, 2020 and 2019 (in thousands):
|Three Months Ended|
|Unrealized net loss on equity securities reflected in the unaudited condensed consolidated statements of (loss) income||$||(890||)||$||—|
As of March 31, 2020, the Company’s equity securities include 96,810 shares of Misonix, Inc. (“Misonix”) common stock received pursuant to Misonix’s purchase of Solsys Medical, Inc. (“Solsys”) on September 27, 2019. During the three months ended September 30, 2019 and prior to the acquisition, the Company exercised its Solsys warrants in a cashless transaction to purchase Solsys preferred stock and exercised its preemptive right to protect against dilution of its Solsys equity position. Of the total 109,472 shares of Misonix common stock received for its Solsys equity interests, 12,662 shares are held in escrow by Misonix, are subject to reduction based on terms of the acquisition agreement, and any shares remaining at the end of the escrow period will be released within 15 to 18 months post closing of the acquisition. The 96,810 shares are subject to a one year lock-up that expires on September 27, 2020. As of March 31, 2020, the 96,810 shares of Misonix common stock are reflected at their estimated fair value of $0.9 million.
On July 9, 2013, the Company entered into a note purchase agreement to purchase, at par, $3.0 million of a total of $100.0 million aggregate principal amount of senior secured notes due in November 2026. The agreement allows the first interest payment date to include paid-in-kind notes for any cash shortfall, of which the Company received $0.1 million on November 15, 2013. The notes are secured only by certain royalty and milestone payments associated with the sales of pharmaceutical products. The senior secured notes have been placed on non-accrual status as of June 30, 2016. Total cash collected during the three months ended March 31, 2020 and 2019 was $17,660 and $21,000, respectively, which was credited to the notes’ carrying value. During the three months ended March 31, 2020, impairment expense of $0.2 million was recognized in order to reflect the notes at their estimated fair value of $0.3 million. The notes are included in long-term marketable investments in the unaudited condensed consolidated balance sheets.
Note 6. Revolving Credit Facility
On June 29, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with State Bank and Trust Company as a lender and the administrative agent (“State Bank”) pursuant to which State Bank will provide the Company with up to a $20 million revolving senior secured credit facility, which the Company can draw down and repay until maturity, subject to borrowing base eligibility. The Loan Agreement matures on June 29, 2021.
The Loan Agreement accrues interest at the Daily LIBOR Rate, with a floor of 1.00 percent, plus a 3.25 percent margin and principal is repayable in full at maturity. Interest is generally required to be paid monthly in arrears. The Loan Agreement requires the payment of an unused line fee of 0.50 percent, which will be recorded as interest expense. The Company paid $0.5 million in fees at closing, which have been capitalized as deferred financing costs and are being amortized on a straight-line basis over the term of the Loan Agreement.
The Loan Agreement has an advance rate against the Company’s finance receivables portfolio, including 85 percent against senior first lien loans, 70 percent against second lien loans and 50 percent against royalty receivables, subject to certain eligibility requirements as defined in the Loan Agreement. The Loan Agreement contains certain affirmative and negative covenants including minimum asset coverage and minimum interest coverage ratios.
During both the three months ended March 31, 2020 and 2019, the Company recognized $0.1 million of interest expense. On March 17, 2020, the Company drew $15.0 million on its revolving credit facility in order to support existing business partners and to finance future investment opportunities. As of March 31, 2020, $14.3 million was outstanding under the revolving credit facility, and $5.7 million was available for borrowing.
Note 7. Related Party Transactions
On September 6, 2013, in connection with entering into a credit facility, the Company issued warrants to an affiliate of a stockholder, Carlson Capital, L.P. (the “Stockholder”), for 100,000 shares of the Company’s common stock at a strike price of $13.88 per share. The warrants have a price anti-dilution mechanism that was triggered by the price that shares were sold by the Company in a rights offering in 2014, and as a result, the strike price of the warrants was reduced to $13.48 per share.
Due to certain provisions within the warrant agreement, the warrants meet the definition of a derivative and do not qualify for a scope exception, as it is not considered indexed to the Company’s stock. As such, the warrants are reflected as a warrant liability in the unaudited condensed consolidated balance sheets. The Company recorded a nominal loss for the three months ended March 31, 2020. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions:
|Expected life (years)||0.4||0.7|
The changes on the value of the warrant liability during the three months ended March 31, 2020 were as follows (in thousands):
|Fair value – December 31, 2019||$||76|
|Changes in fair value||53|
|Fair value – March 31, 2020||$||129|
Note 8. Commitments and Contingencies
As of March 31, 2020, the Company’s unfunded commitments were as follows (in millions):
|Aimmune Therapeutics, Inc.||$||1.3|
|eTon Pharmaceuticals, Inc.||5.0|
|Total unfunded commitments||$||6.3|
All unfunded commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified date or period of time per the terms of the royalty purchase or credit agreements, and in the case of loan transactions, are only subject to being advanced as long as an event of default does not exist.
Note 9. Stockholders’ Equity
Stock Compensation Plans
During the three months ended March 31, 2020 and 2019, the Company’s Board of Directors (the “Board”) approved compensation for Board services by granting 5,937 and 4,725 shares, respectively, of common stock as compensation for the non-employee directors. During the three months ended March 31, 2020 and 2019, the Company recorded approximately $0.1 million and $47,000, respectively, in Board stock-based compensation expense. The aggregate stock-based compensation expense, including the quarterly Board grants, recognized by the Company for the three months ended March 31, 2020 and 2019 was $0.2 million and $0.1 million, respectively.
Share Repurchase Programs
On December 21, 2018, September 5, 2019 and March 26, 2020, the Board authorized share repurchase programs, which are more fully described in Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds. The March 26, 2020 share repurchase program will expire on September 30, 2020.
Note 10. 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 three months ended March 31, 2020.
The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
Cash and cash equivalents
The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices).
The fair values of finance receivables are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the finance receivables. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. These receivables are classified as Level 3. Finance receivables are not measured at fair value on a recurring basis, but estimates of fair value are reflected below.
The Company recorded contingent consideration related to the August 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement. Please refer to Note 3, Business Combinations, for further details on the Company’s acquisition of Enteris and contingent consideration.
The fair value measurements of 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. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.
As of March 31, 2020 and December 31, 2019, the Company’s contingent consideration was recorded at its estimated fair value of $14.5 million.
Marketable Investments and Derivative Securities
If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities would be classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities would be classified as Level 2. If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities would be classified as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.
For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1. For non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3.
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 (in thousands):
|Contingent consideration payable||$||14,500||$||—||$||—||$||14,500|
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 (in thousands):
|Contingent consideration payable||$||14,500||$||—||$||—||$||14,500|
The changes on the value of the warrant assets during the three months ended March 31, 2020 were as follows (in thousands):
|Fair value – December 31, 2019||$||3,555|
|Change in fair value||(1,807||)|
|Fair value – March 31, 2020||$||1,748|
The Company holds warrants issued to the Company in conjunction with certain term loan investments. These warrants meet the definition of a derivative and are included in the unaudited condensed consolidated balance sheets. The fair values for warrants outstanding, which do not have a readily determinable value, are measured using the Black-Scholes option pricing model. The following ranges of assumptions were used in the models to determine fair value:
|March 31, 2020||December 31, 2019|
|Dividend rate range||—||—|
|Risk-free rate range||0.37% to 0.55%||1.7% to 1.8%|
|Expected life (years) range||4.3 to 7.1||4.6 to 7.4|
|Expected volatility range||70.0% to 141.1%||50.3% to 114.6%|
As of March 31, 2020 and December 31, 2019, the Company had three royalties, Besivance®, Best, and Cambia®, that were deemed to be impaired based on reductions in carrying values in prior periods. The following table presents these royalties measured at fair value on a nonrecurring basis as of March 31, 2020 and December 31, 2019 (in thousands):
|March 31, 2020|
|December 31, 2019|
There were no liabilities measured at fair value on a nonrecurring basis as of March 31, 2020 and December 31, 2019.
The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments.
As of March 31, 2020 (in thousands):
|Carry Value||Fair Value||Level 1||Level 2||Level 3|
|Cash and cash equivalents||$||24,318||$||24,318||$||24,318||$||—||$||—|
|Contingent consideration payable||$||14,500||$||14,500||$||—||$||—||$||14,500|
As of December 31, 2019 (in thousands):
|Carry Value||Fair Value||Level 1||Level 2||Level 3|
|Cash and cash equivalents||$||11,158||$||11,158||$||11,158||$||—||$||—|
|Contingent consideration payable||$||14,500||$||14,500||$||—||$||—||$||14,500|
Note 11. 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 a Company’s chief operating decision-makers use 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.
Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income. 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 following tables present financial information for the Company’s reportable segments for the periods indicated (in thousands):
|Three Months Ended March 31, 2020||Finance|
|Provision for credit losses and impairment expense||163||—||—||163|
|Pharmaceutical manufacturing, research and development expense||—||1,150||—||1,150|
|Depreciation and amortization||—||3,502||3||3,505|
|General and administrative||512||1,047||1,481||3,040|
|Other expense, net||(2,697||)||—||(53||)||(2,750||)|
|Provision for income taxes||—||—||1,253||1,253|
|Net income (loss)||3,663||(5,533||)||(2,790||)||(4,660||)|
Included in Holdings 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.
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, 2019 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.
In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and the disease has since spread across the world, including the United States. In March 2020, the World Health Organization characterized COVID-19 as a pandemic.
We are subject to risks related to public health crises such as the global pandemic associated with COVID-19. In the last two weeks in March 2020 and through the date of this filing, our Pharmaceutical Development segment has seen a reduction in its productivity as well as delays in receiving some of its needed supplies as a direct result of the pandemic and the impact on key vendors. This slow-down is likely to continue in the near term until such time as certain restrictions that have been imposed on us and our suppliers are lifted. Such events may result in business disruption and reduced revenues, any of which could materially affect our business, financial condition and results of operations.
Starting in late-March 2020, the governor of New Jersey, where the manufacturing facility of our Pharmaceutical Development segment is located, issued “shelter-in-place” or “stay at home” orders restricting non-essential activities, travel and business operations for an indefinite period of time, subject to certain exceptions for necessary activities. Such orders or restrictions have resulted in our Pharmaceutical Development segment significantly reducing activities at its manufacturing facility, thereby negatively impacting our operations. Other disruptions or potential disruptions include restrictions on our personnel and personnel of our customers and suppliers to travel and access customers; delays in product development efforts; and additional government requirements or other incremental mitigation efforts that may further impact our business.
While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the widespread pandemic has resulted in, and may continue to result in, significant disruption of global financial markets and a recession or market correction that could materially affect our business and the value of our common stock. We are continuously monitoring our own operations and intend to take appropriate actions to mitigate the risks arising from the COVID-19 pandemic to the best of our abilities, but there can be no assurances that we will be successful in doing so. To the extent we are able to obtain information about and maintain communications with our customers, suppliers, vendors and other business partners, we will seek to minimize disruptions to our Pharmaceutical Development segment’s supply chain. We are continuously monitoring the potential impact of COVID-19 on the liquidity of our business partners and remain in regular contact with the individual management teams across the portfolio of our Finance Receivables segment. We expect that we will need to amend certain performance covenants under some of our credit agreements, and may determine to advance additional capital or allow some interest payments to be paid in-kind for specified periods in order to support our business partners. The ultimate extent of the effects of the COVID-19 pandemic on us is highly uncertain and will depend on future developments which cannot be predicted.
Please refer to Part II., Item 1A., Risk Factors, for additional information on risk factors related to the pandemic or other risks that could impact our business and results of operations.
We have organized our operations into two segments: Finance Receivables and Pharmaceutical Development. These segments reflect the way the Company evaluates it business performance and manages its operations. Please refer to Item 1. Financial Statements, Note 11 of the notes to the unaudited condensed consolidated financial statements for further information regarding segment information.
Finance Receivables Segment
In our Finance Receivables segment, we evaluate and invest in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (together “life science”) by tailoring financial solutions to the needs of our business partners.
Our investment objective is to maximize our portfolio total return and thus increase our net income and book value by generating income from three sources: (1) primarily owning or financing through debt investments, royalties or revenue interests generated by the sales of life science products and related intellectual property, (2) receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector, and (3) to a lesser extent, realizing capital appreciation from equity-related investments in the life science sector.
We primarily provide capital in exchange for an interest in an existing revenue stream, which can take several forms, but is most commonly either a royalty derived from the sales of a life science product from the marketing efforts of a third party or from the marketing efforts of a partner company. Our structured debt investments may include warrants or other features, giving us the potential to realize enhanced returns on a portion of our portfolio.
Pharmaceutical Development Segment
On August 26, 2019, we commenced our Pharmaceutical Development segment with the acquisition of Enteris. SWK Products, a wholly-owned subsidiary of SWK, entered into a merger agreement pursuant to which Enteris became a wholly-owned subsidiary of SWK. Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Since its founding in 2013, Enteris has advanced multiple internal and external programs leveraging Peptelligence®, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules, in an enteric-coated tablet formulation.
Our strategy is to utilize the Peptelligence® platform to create a wholly-owned portfolio of milestone and royalty income, and thus increase our net income and book value, by out-licensing our technology in two ways. First, we intend to out-license our technology to pharmaceutical companies to create novel and important oral therapeutic treatments for a wide variety of indications. Second, we intend to out-license to pharmaceutical companies our internally developed reformulations of approved, off-patent injectable therapeutic treatments where Peptelligence® enables oral delivery, resulting in meaningful improvements for patients and caregivers. We also generate income by providing customers pharmaceutical development, formulation and manufacturing with the ultimate goal of generating new out-license agreements of our technology.
Finance Receivables Portfolio Overview
The table below provides an overview of our outstanding finance receivables transactions as of, and for the three months ended March 31, 2020 (in thousands, except rate, share and per share data).
|Royalty Purchases and Financings||License
|Best ABT, Inc.||Oncology diagnosis||(1), (2)||5,784||4,123||N/A||—|
|Cambia®||NSAID migraine treatment||(1)||8,500||4,643||N/A||127|
|Forfivo XL®||Depressive disorder treatment||6,000||1,828||N/A||409|
|Narcan®||Opioid overdose treatment||17,500||548||N/A||707|
|Secured Royalty Financing (Corporate Debt Security)||Women’s health||(1), (2), (3)||3,000||285||11.5||%||—|
|Tissue Regeneration Therapeutics, Inc.||Umbilical cord banking||(2)||3,250||3,491||N/A||—|
|4Web, Inc.||First Lien||(4)||06/03/23||$||20,000||$||20,189||12.8||%||$||737|
|Acerus Pharmaceuticals, Inc.||First Lien||10/11/23||8,750||8,188||12.0||%||368|
|Aimmune Therapeutics, Inc.||First Lien||(5)||12/31/24||3,686||3,851||8.50||%||55|
|B&D Dental Corporation||First Lien||(2), (6)||12/10/18||8,368||8,337||14.0||%||—|
|B&D Dental Corporation||First Lien Equipment Loan||(7)||03/31/20||3||3||16.3||%||—|
|BIOLASE, Inc.||First Lien||11/09/23||15,000||14,604||12.3||%||574|
|CeloNova BioSciences, Inc.||First Lien||07/31/21||3,500||3,893||12.5||%||131|
|DxTerity Diagnostics, Inc.||First Lien||(8)||12/31/21||10,697||11,015||13.3||%||431|
|Epica International, Inc.||First Lien||07/23/23||12,200||12,325||13.5||%||458|
|eTon Pharmaceuticals, Inc.||First Lien||11/13/24||5,000||4,784||12.0||%||179|
|Harrow Health, Inc.||First Lien||(9)||07/19/23||9,264||8,984||9.0% - 12.0||%||276|
|Keystone Dental, Inc.||First Lien||(10)||11/14/22||15,000||15,316||11.5||%||489|
|Misonix, Inc.||First Lien||06/30/23||30,096||30,075||10.0% - 12.3||%||784|
|Tenex Health, Inc.||First Lien||06/30/21||6,366||6,572||13.0||%||249|
|Thermedx, LLC||Sub Note||05/20/29||353||390||11.8||%||11|
|Veru, Inc.||Synthetic Royalty||03/05/25||10,000||8,066||N/A||699|
|Common Stock||Footnote||No of |
|Change in Fair|
|Warrants to Purchase Stock||Footnote||Number|
|Acerus Pharmaceuticals, Inc.||6,693,107||0.11 CAD||206||(109||)|
|B&D Dental Corporation||(2), (6)||225||0.01||—||—|
|CeloNova BioSciences, Inc.||TBD||0.01||—||—|
|DxTerity Diagnostics, Inc.||1,201,923||2.08||—||—|
|Epica International, Inc.||TBD||TBD||—||—|
|eTon Pharmaceuticals, Inc.||51,238||5.86||120||(92||)|
|EyePoint Pharmaceuticals, Inc.||409,091||1.10||249||(179||)|
|EyePoint Pharmaceuticals, Inc.||77,721||1.93||39||(30||)|
|Harrow Health, Inc.||373,847||2.08||984||(1,347||)|
|Tenex Health, Inc.||2,693,878||0.37||—||—|
|Total Finance Receivables||$||177,981||$||7,136|
|Total Marketable Investments||1,197||—|
|Fair Value of Warrant Assets||1,748||—|
|(1)||Investment considered impaired.|
|(2)||Investment on nonaccrual.|
|(3)||Security impairment expense of $163 was recognized during the three months ended March 31, 2020.|
|(4)||In accordance with credit agreement, $3,000 was funded on January 16, 2020.|
|(5)||In accordance with credit agreement, $2,500 was funded on February 19, 2020.|
|(6)||B&D is evaluating strategic alternatives for the business. The loan is currently in default.|
|(7)||B&D retired the facility in April 2020 with its final scheduled payment.|
|(8)||Amended facility to allow DxTerity to pay in kind the interest payments due in January 2019 and April 2019 subject to DxTerity raising additional subordinated capital, which it accomplished. Amendment also allowed DxTerity to pay in-kind the interest payments due in October 2019, January 2020 and April 2020, subject to DxTerity raising additional subordinated capital.|
|(9)||In accordance with credit agreement, $608 was funded on April 1, 2020.|
|(10)||Executed amendment on March 27, 2020, which extended the maturity date to November 2022.|
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.
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 on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 30, 2020. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the three months ended March 31, 2020, compared to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2019.
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 March 31, 2020 and 2019 (in millions)
|Three Months Ended March 31,|
|Provision for credit losses and impairment expenses||0.2||0.6||(0.4||)|
|Pharmaceutical manufacturing, research and development expense||1.2||—||1.2|
|Depreciation and amortization expense||3.5||—||3.5|
|General and administrative expense||3.0||1.3||1.7|
|Other (expense) income, net||(2.8||)||0.3||(3.1||)|
|Provision for income taxes||1.3||1.1||0.2|
|Consolidated net (loss) income||(4.7||)||6.6||(11.3||)|
We generated revenues of $7.3 million and $9.4 million for the three months ended March 31, 2020 and 2019, respectively, which consisted primarily of interest and fees earned on our finance receivables. The decrease in revenue was primarily due to a $3.5 million decrease in interest and fees earned on a finance receivable that was paid off during the first quarter of 2019 partially offset by approximately $1.2 million increase in interest and fees earned on new investments or increased funding.
Provision for Credit Losses and Impairment Expense
We recognized impairment expense of $0.2 million on our debt security during the three months ended March 31, 2020.
During the three months ended March 31, 2019, we recognized credit loss provision expense of $0.6 million related to the Besivance® royalty, which was due to increases in sales chargebacks and various rebates (gross sales to net sales deductions) and lower sales volumes.
Interest expense consists of unused line of credit and maintenance fees, as well as amortization of debt issuance costs on our revolving line of credit. Interest expense for both the three months ended March 31, 2020 and 2019 was $0.1 million.
Pharmaceutical Manufacturing, Research and Development Expense
Pharmaceutical manufacturing, research and development expense totaling $1.2 million was incurred by our Pharmaceutical Development segment which was acquired in the third quarter of 2019.
Depreciation and Amortization
Depreciation and amortization increased by $3.5 million due to the increase in fixed and intangible assets that were obtained in the acquisition of Enteris, which was acquired in the third quarter of 2019.
General and Administrative
General and administrative expenses consist primarily of compensation, stock-based compensation and related costs for management, staff, Board of Directors, legal and audit expenses, and corporate governance. General and administrative expenses increased to $3.0 million for the three months ended March 31, 2020 from $1.3 million for the three months ended March 31, 2019, which was due to a $0.6 million increase in consulting and advisory and legal fees, a $0.4 million increase in office and rent expenses and a $0.6 million increase in salaries and benefits expense due to the addition of Enteris, which was acquired in the third quarter of 2019.
Other Income (Expense), Net
Other income (expense), net for the three months ended March 31, 2020 reflected a net fair market value loss of $1.9 million on our warrant derivatives and a net fair market value loss of $0.9 million on our Misonix common stock. We believe that the net fair market value losses in our warrant derivative and common stock holdings is primarily attributable to the impact the COVID-19 pandemic has had on global markets.
Other income for the three months ended March 31, 2019 reflected a net fair market value gain of $0.3 million on our warrant derivatives.
Income Tax Expense
During the three months ended March 31, 2020 and 2019, we recognized income tax expense of $1.3 million and $1.1 million, respectively, which represented effective tax rates of negative 37.0 percent and 14.2 percent, respectively. The provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss for the interim reporting period. The annual effective tax rate is adjusted for nondeductible expenses and other permanent differences, including changes in fair value on our warrant derivatives and equity securities, which resulted in a $0.2 million increase in income tax expense during the three months ended March 31, 2020 when compared to the same period of the prior year.
On March 27, 2020, The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. There were no significant tax implications as a result of the CARES Act during the three months ended March 31, 2020.
Liquidity and Capital Resources
As of March 31, 2020, we had $24.3 million in cash and cash equivalents, compared to $11.2 million in cash and cash equivalents as of December 31, 2019. The primary driver of the increase in our cash balance was a result of a $15.0 million draw on the credit facility and receipt of $7.1 million of interest, principal, and royalty payments during the quarter. The increase was offset by $5.0 million of investment funding, $0.8 million of interest and loan repayments and $0.1 million to repurchase shares of the Company’s common stock on the open market.
Our ability to generate cash in the future depends primarily upon our success in implementing our Finance Receivable 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 March 31, 2020, our finance receivables portfolio contains $178.0 million of finance receivables and $1.2 million of marketable investments. We expect these assets to generate positive cash flows in 2020. However, the COVID-19 pandemic has created substantial uncertainty in the global markets and economy; therefore, we will continue to monitor the short and long-term impact this may have on our finance receivables portfolio. 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 will produce in 2020.
As of March 31, 2020, our Pharmaceutical Development segment did not have a material impact on our cash flow. We expect the Pharmaceutical Development segment to generate positive cash flow above its expenses from proceeds received under its license agreements and customer relationships; however, the timing of the receipt of payments under the license agreements is uncertain and dependent upon the success of our technology licensees’ pharmaceutical development candidates. Also, the COVID-19 pandemic has resulted in disruption and delays to pharmaceutical clinical trials in general and may impact the expected timing of our technology licensees' ability to achieve milestones upon which we receive income pursuant to our license agreements.
We expect in the aggregate that the Company will generate positive cash flow in excess of our expenses.
We entered into a $20 million revolving credit facility in June 2018. On March 17, 2020, the Company drew $15.0 million on its revolving credit facility in order to support existing business partners and to finance future investment opportunities. As of March 31, 2020, $14.3 million was outstanding under the revolving credit facility and $5.7 million was available for borrowing.
Off Balance Sheet Arrangements
In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage partner companies’ requests for funding and take the form of loan commitments and lines of credit.
The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the partner company defaults, and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Please refer to Item 1. Financial Statements, Note 8 of the notes to the unaudited condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the three months ended March 31, 2020, our cash and cash equivalents were deposited in accounts at well capitalized financial institutions. The fair value of our cash and cash equivalents at March 31, 2020 approximated its carrying value.
Investment and Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. As we seek to provide capital to a broad range of life science companies, institutions and investors, 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 would be 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 constantly monitor our portfolio and position our portfolio to respond appropriately to a reduction in credit rating of any of our investments.
During 2018, 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. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. 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.
We do not believe that inflation has had a significant impact on our revenues or operations.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
Other than accounting integration of the Enteris acquisition, there have been no changes during the three months ended March 31, 2020 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
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, 2019, filed with the SEC on March 30, 2020. Below are material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
The COVID-19 pandemic is highly dynamic in the United States and throughout the world and may adversely affect our operations and financial condition.
We are subject to risks related to the public health crises such as the global pandemic associated with COVID-19. Economic and health conditions in the United States and across most of the globe continue to change rapidly. In the last two weeks in March and through the date of this filing, our Pharmaceutical Development segment has seen a reduction in its productivity as well as delays in receiving some of its needed supplies as a direct result of the pandemic and the impact on key vendors. This slow-down is likely to continue in the near term until such time as certain restrictions that have been imposed on us and our suppliers are lifted. Such events may result in business disruption and reduced revenues, any of which could materially affect our business, financial condition and results of operations.
Numerous state and local jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Starting in late-March 2020, the governor of New Jersey, where the manufacturing facility of our Pharmaceutical Development segment is located, issued “shelter-in-place” or “stay at home” orders restricting non-essential activities, travel and business operations for an indefinite period of time, subject to certain exceptions for necessary activities. Such orders or restrictions have resulted in our Pharmaceutical Development segment significantly reducing activities at its manufacturing facility, thereby negatively impacting our operations. Other disruptions or potential disruptions include restrictions on our personnel and personnel of our customers and suppliers to travel and access customers; delays in product development efforts; and additional government requirements or other incremental mitigation efforts that may further impact our business.
While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the widespread pandemic has resulted in, and may continue to result in, significant disruption of global financial markets and a recession or market correction that could materially affect our business and the value of our common stock. We are continuously monitoring our own operations and intend to take appropriate actions to mitigate the risks arising from the COVID-19 pandemic, but there can be no assurances that we will be successful in doing so. To the extent we are able to obtain information about and maintain communications with our customers, suppliers, vendors and other business partners, we will seek to minimize disruptions to our Pharmaceutical Development segment’s supply chain. The ultimate extent of the effects of the COVID-19 pandemic on us is highly uncertain and will depend on future developments which cannot be predicted.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On December 21, 2018, the Board authorized a share repurchase program under which the Company was authorized to repurchase up to $3.5 million of the Company’s outstanding shares of common stock, or approximately 312,497 common shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act. The December 21, 2018 share repurchase program expired on May 31, 2019 and was renewed on September 5, 2019 and March 26, 2020. Under the March 26, 2020 automatic share repurchase program, the Board authorized the repurchase of up to $2.0 million worth of common shares and will expire the earlier of September 30, 2020, the date on which a total of 157,318 common shares have been repurchased, or the date on which $2.0 million worth of common shares have been repurchased.
Since commencing the repurchase programs, the Company has repurchased an aggregate of 234,745 shares of its outstanding common stock, including three privately negotiated purchases outside of the share repurchase programs. As of March 31, 2020, an aggregate of 155,179 shares have been repurchased under the share repurchase programs at a total cost of $1.5 million, or $9.79 per share.
The table below summarizes information about our purchases of common stock during the three months ended March 31, 2020:
|Total Number of |
That May Yet Be
|Balance as of December 31, 2019||—||$||—||—||162,597|
|January 1, 2020 through January 31, 2020||4,379||11.99||4,379||158,218|
|February 1, 2020 through February 29, 2020||—||—||—||158,218|
|March 1, 2020 through March 31, 2020||900||11.04||900||157,318|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. MINE SAFETY DISCLOSURES.
|31.01||Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.||X|
|31.02||Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.||X|
|32.01||Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*||X|
|32.02||Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*||X|
|101.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.
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 May 14, 2020.
|SWK Holdings Corporation|
|By:||/s/ Winston L. Black|
|Winston L. Black|
|Chief Executive Officer|
|(Principal Executive Officer)|
|By:||/s/ Charles M. Jacobson|
|Charles M. Jacobson|
|Chief Financial Officer|
|(Principal Financial Officer)|