UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
OR
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SWK Holdings Corporation
Form 10-Q
Quarter Ended September 30, 2022
Table of Contents
FORWARD-LOOKING STATEMENTS
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions, and include, but are not limited to, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “anticipate,” “believe,” “estimate,” “expects,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially (both favorably and unfavorably) from those expressed or forecasted in the forward-looking statements.
These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A, “Risk Factors,” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share data)
| September 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Interest and accounts receivable, net | ||||||||
| Marketable investments | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Finance receivables, net | ||||||||
| Marketable investments | ||||||||
| Cost method investment | ||||||||
| Deferred tax assets, net | ||||||||
| Warrant assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Property and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Revolving credit facility | ||||||||
| Total current liabilities | ||||||||
| Contingent consideration payable | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
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 September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues: | ||||||||||||||||
| Finance receivable interest income, including fees | $ | $ | $ | $ | ||||||||||||
| Pharmaceutical development | ||||||||||||||||
| Other | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Pharmaceutical manufacturing, research and development expense | ||||||||||||||||
| Change in fair value of acquisition-related contingent consideration | ( | ) | ||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Other income (expense), net | ||||||||||||||||
| Unrealized net gain (loss) on derivatives | ( | ) | ||||||||||||||
| Unrealized net gain (loss) on equity securities | ( | ) | ||||||||||||||
| Income before income tax expense | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Net income per share | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
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)
| Nine Months Ended September 30, 2022 | ||||||||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances at December 31, 2021 | $ | $ | ( | ) | $ | |||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | ||||||||||||||||||||
| Forfeiture of unvested restricted stock | ( | ) | — | — | — | — | ||||||||||||||
| Net income | — | |||||||||||||||||||
| Balances at March 31, 2022 | ( | ) | ||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | ||||||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balances at June 30, 2022 | ( | ) | ||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | ||||||||||||||||||||
| Net settlement for employee taxes on restricted stock and options | — | ( | ) | ( | ) | |||||||||||||||
| Stock options exercised, net | — | — | — | — | ||||||||||||||||
| Repurchases of common stock in open market | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net income | — | |||||||||||||||||||
| Balances at September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Nine Months Ended September 30, 2021 | ||||||||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances at December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | ||||||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balances at March 31, 2021 | ( | ) | ||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | ||||||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balances at June 30, 2021 | ( | ) | ||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | ||||||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balances at September 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 3 |
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Amortization of debt issuance costs | ||||||||
| Deferred income taxes | ||||||||
| Change in fair value of warrants | ( | ) | ( | ) | ||||
| Change in fair value of equity securities | ( | ) | ||||||
| Change in fair value of acquisition-related contingent consideration | ( | ) | ||||||
| Loan discount amortization and fee accretion | ( | ) | ( | ) | ||||
| Interest income paid-in-kind | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Depreciation and amortization expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Interest and accounts receivable | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable and other liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Investment in finance receivables | ( | ) | ( | ) | ||||
| Repayment of finance receivables | ||||||||
| Corporate debt securities principal payments | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Other | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Net settlement for employee taxes on restricted stock and options | ( | ) | ||||||
| Net payments on credit facility | ( | ) | ( | ) | ||||
| Payment of acquisition-related contingent consideration | ( | ) | ||||||
| Repurchases of common stock, including fees and expenses | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
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”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, the Company commenced its strategy of building a specialty finance and asset management business. In August 2019, the Company commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. The Company’s operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” The Company allocates capital to each segment in order to generate income through the sales of life science products by third parties. The Company is headquartered in Dallas, Texas, and as of September 30, 2022, the Company had 33 full-time employees.
The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. However, at this time, under current law, the Company does not anticipate that the Finance Receivables and/or Pharmaceutical Development segments will generate sufficient income to permit the Company to utilize all of its NOLs prior to their respective expiration dates. As such, it is possible that the Company might pursue additional strategies that it believes might result in the ability to utilize more of the NOLs.
As of November 1, 2022, the Company and its partners have executed transactions with 48 different parties under its specialty finance strategy, funding an aggregate of $691.0 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.
During 2019, the Company commenced its Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform.
Basis of Presentation and Principles of Consolidation
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. Normally a controlling financial interest reflects ownership of a majority of the voting interests. The Company consolidates a variable interest entity (“VIE”) when it possesses both the power to direct the activities of the VIE that most significantly impact its economic performance and the Company is either obligated to absorb the losses that could potentially be significant to the VIE or the Company holds the right to receive benefits from the VIE that could potentially be significant to the VIE, after elimination of intercompany accounts and transactions.
The Company owns interests in various partnerships and limited liability companies, or LLCs. The Company consolidates its investments in these partnerships or LLCs where the Company, as the general partner or managing member, exercises effective control, even though the Company’s ownership may be less than 50 percent, the related governing agreements provide the Company with broad powers, and the other parties do not participate in the management of the entities and do not effectively have the ability to remove the Company. The Company has reviewed each of the underlying agreements to determine if it has effective control. If circumstances change and it is determined this control does not exist, any such investment would be recorded using the equity method of accounting. Although this would change individual line items within the Company’s consolidated financial statements, it would have no effect on its operations and/or total stockholders’ equity attributable to the Company.
| 5 |
Unaudited Interim Financial Information
The unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 25, 2022.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition; stock-based compensation; valuation of accounts receivable; impairment of finance receivables; long-lived assets; property and equipment; intangible assets; goodwill; valuation of warrants and other investments; contingent consideration; income taxes; and contingencies and litigation, among others. Some of these judgments can be subjective and complex, and consequently, actual results may differ from these estimates. The Company’s estimates often are based on complex judgments, probabilities and assumptions that it believes to be reasonable but that are inherently uncertain and unpredictable. For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are reasonable.
The Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause changes to those estimates and assumptions. Market conditions, such as illiquid credit markets, health crises such as the COVID-19 global pandemic, volatile equity markets, and economic downturns, can increase the uncertainty already inherent in the Company’s estimates and assumptions. The Company adjusts its estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in our consolidated financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
Segment Information
The Company earns revenues
from its
Revenue Recognition
The Company’s Pharmaceutical Development segment enters into collaboration and licensing agreements with strategic partners, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products.
Deferred revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue. The Company classifies as current the portion of deferred revenue that is expected to be recognized within one year from the balance sheet date and is included in accounts payable and accrued liabilities in the unaudited condensed consolidated balance sheets.
| 6 |
Research and Development
Research and development expenses include the costs associated with internal research and development and research and development conducted for the Company by third parties. These costs primarily consist of salaries, pre-clinical and clinical trials, outside consultants, and supplies. All research and development costs discussed above are expensed as incurred. Third-party expenses reimbursed under research and development contracts, which are not refundable, are recorded as a reduction to pharmaceutical manufacturing research and development expense in the consolidated statements of income.
Recent Accounting Pronouncements
In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which updates the requirements for accounting for credit losses under Accounting Standards Codification 326, eliminates the accounting guidance on troubled debt restructurings for creditors, and enhances creditors’ disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial difficulty. The ASU also amends the guidance on vintage disclosures to require disclosure of gross write-offs by year of origination. The amendments are effective in periods beginning after December 15, 2022 using either a prospective or modified retrospective transition. Early adoption of certain or all of the amendments is permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU adds an impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of losses. This ASU describes the impairment allowance as a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be measured in a manner similar to current GAAP; however, the amendments in this update require that credit losses be presented as an allowance rather than as a write-down, which will allow an entity the ability to record reversals of credit losses in current period net income. On November 15, 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies. Under ASU 2019-10, the effective date for implementation of CECL for smaller reporting companies was extended to fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently evaluating the new guidance but believes it is likely to incur more upfront losses on its portfolio under the new CECL model.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include: (i) contract modifications, (ii) hedging relationships, and (iii) sales or transfers of debt securities classified as held-to-maturity. ASU 2020-04 was effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024. The Company has identified existing loans that reference LIBOR and is in the process of evaluating alternatives in each situation. The Company expects that it will elect to apply some of the expedients and exceptions provided in ASU 2020-04 and does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial statements.
| 7 |
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.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Effect of dilutive securities | ||||||||||||||||
| Weighted-average diluted shares | ||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | ||||||||||||
| Diluted net income per share | $ | $ | $ | $ | ||||||||||||
For the three months ended September 30, 2022 and 2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately and , respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive. For the nine months ended September 30, 2022 and 2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately and , respectively, have been excluded from the calculation of diluted net income per share, as all such securities were anti-dilutive.
| 8 |
Note 3. Finance Receivables, Net
Finance receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method.
As of September 30, 2022
and December 31, 2021, the Company had a credit loss allowance of $8.4 million. Of the total $8.4 million, $
The carrying values of finance receivables are as follows (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||
| Term loans | $ | $ | ||||||
| Royalty purchases | ||||||||
| Total before allowance for credit losses | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total carrying value | $ | $ | ||||||
The following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||
| Nonaccrual | Performing | Total | Nonaccrual | Performing | Total | |||||||||||||||||||
| Term loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Royalty purchases, net of credit loss allowance | ||||||||||||||||||||||||
| Total carrying value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
As of September 30, 2022,
the Company had two finance receivables in nonaccrual status: (1) the term loan to Flowonix Medical, Inc. (“Flowonix”),
with a net carrying value of $
Note 4. Marketable Investments
Investments in available-for-sale corporate debt securities and equity securities as of September 30, 2022 and December 31, 2021 consist of the following (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||
| Corporate debt securities | $ | $ | ||||||
| Equity securities | ||||||||
| Total marketable investments | $ | $ | ||||||
The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale corporate debt securities as of September 30, 2022 and December 31, 2021, are as follows (in thousands):
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Loss | Fair Value | ||||||||||||||
| September 30, 2022 | $ | $ | $ | $ | |||||||||||||
| December 31, 2021 | $ | $ | $ | $ | |||||||||||||
| 9 |
The following table presents unrealized net gain (loss) on equity securities during the three and nine months ended September 30, 2022 and 2021 (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Unrealized net gain (loss) on equity securities reflected in the unaudited condensed consolidated statements of income | $ | $ | $ | ( | ) | $ | ||||||||||
Note 5. Intangible Assets
The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as of September 30, 2022 and December 31, 2021 (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||
| Gross Book Value | Accumulated Amortization | Net Book Value | Gross Book Value | Accumulated Amortization | Net Book Value | |||||||||||||||||||
| Licensing Agreement(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Trade names and trademarks | ||||||||||||||||||||||||
| Customer relationships | ||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) |
Amortization expense related
to intangible assets was $
The estimated future amortization expense related to intangible assets as of September 30, 2022 is as follows (in thousands):
| Fiscal Year | Amount | |||
| Remainder of 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ | |||
| 10 |
Note 6. Commitments and Contingencies
Contingent Consideration
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. The estimated fair value of contingent consideration as of September 30, 2022
and December 31, 2021 was $
Unfunded Commitments
As of September 30, 2022, the Company’s unfunded commitments were as follows (in millions):
| Aziyo Biologics, Inc. | $ | |||
| Exeevo, Inc. | ||||
| MedMinder Systems, Inc. | ||||
| Trio Healthcare Ltd. Loan | ||||
| Total 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.
| 11 |
Note 7. Fair Value Measurements
The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.
| Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2 | Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. |
| Level 3 | Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. |
Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels during the nine months ended September 30, 2022.
The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
Cash and cash equivalents
The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
Marketable Investments
Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices).
Finance Receivables
The fair values of finance receivables are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the finance receivables. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. These receivables are classified as Level 3. Finance receivables are not measured at fair value on a recurring basis, but estimates of fair value are reflected below.
Contingent Consideration
The Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement.
The fair value measurements of contingent consideration obligations arising from business combinations are classified as Level 3 estimates under the fair value hierarchy as these items have been valued using unobservable inputs. These inputs include: (a) the estimated amount and timing of projected cash flows; (b) the probability of the achievement of the factors on which the contingency is based; and (c) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.
| 12 |
Marketable Investments and Derivative Securities
Marketable Investments
If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities would be classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities would be classified as Level 2. If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities would be classified as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.
Derivative Securities
For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1. For non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3.
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 (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 | $ | $ | $ | $ | ||||||||||||
| Marketable investments | ||||||||||||||||
| Financial Liabilities | ||||||||||||||||
| Contingent consideration payable | $ | $ | $ | $ | ||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (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 | $ | $ | $ | $ | ||||||||||||
| Marketable investments | ||||||||||||||||
| Financial Liabilities | ||||||||||||||||
| Contingent consideration payable | $ | $ | $ | $ | ||||||||||||
| 13 |
The changes in fair value of the warrant assets during the nine months ended September 30, 2022 and 2021 were as follows (in thousands):
| September 30, 2022 | September 30, 2021 | |||||||||
| Fair value - December 31, 2021 | $ | Fair value - December 31, 2020 | $ | |||||||
| Issued | Issued | |||||||||
| Canceled | Canceled | |||||||||
| Change in fair value | Change in fair value | |||||||||
| Fair value - September 30, 2022 | $ | Fair value - September 30, 2021 | $ | |||||||
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:
| September 30, 2022 | December 31, 2021 | |||||||
| Dividend rate range | ||||||||
| Risk-free rate range | to | to | ||||||
| Expected life (years) range | to | to | ||||||
| Expected volatility range | to | to |
As of September 30, 2022 and December 31, 2021, the Company had two royalties, Best and Cambia®, that were deemed to be impaired based on reductions in carrying values in prior periods. The following table presents these royalties measured at fair value on a nonrecurring basis as of September 30, 2022 and December 31, 2021 (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) | ||||||||||||||
| September 30, 2022 | $ | $ | $ | $ | |||||||||||||
| December 31, 2021 | $ | $ | $ | $ | |||||||||||||
There were no liabilities measured at fair value on a nonrecurring basis as of September 30, 2022 and December 31, 2021.
| 14 |
The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments measured at fair value on a recurring and non-recurring basis.
As of September 30, 2022 (in thousands):
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Finance receivables | ||||||||||||||||||||
| Marketable investments | ||||||||||||||||||||
| Warrant assets | ||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||
| Contingent consideration payable | $ | $ | $ | $ | $ | |||||||||||||||
As of December 31, 2021 (in thousands):
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Finance receivables | ||||||||||||||||||||
| Marketable investments | ||||||||||||||||||||
| Warrant assets | ||||||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||
| Contingent consideration payable | $ | $ | $ | $ | $ | |||||||||||||||
Note 8. Revenue Recognition
The Company’s Pharmaceutical Development segment recognizes revenues received from contracts with its customers by revenue source, as the Company believes it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow. The Company’s Finance Receivables segment does not have any revenues received from contracts with customers.
The following table provides the contract revenue recognized by revenue source for the three and nine months ended September 30, 2022 and 2021 (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Pharmaceutical Development Segment | ||||||||||||||||
| License Agreement(1) | $ | $ | $ | $ | ||||||||||||
| Pharmaceutical Development and other | ||||||||||||||||
| Total contract revenue | $ | $ | $ | $ | ||||||||||||
| (1) |
The Company’s contract liabilities represent advance consideration received from customers and are recognized as revenue when the related performance obligation is satisfied.
The Company’s contract liabilities are presented as deferred revenues and are included in accounts payable and accrued liabilities in the consolidated balance sheets (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||
| Pharmaceutical Development Segment | ||||||||
| Deferred revenue | $ | $ | ||||||
| Total contract liabilities | $ | $ | ||||||
During the nine months ended
September 30, 2022, the Company recognized $
| 15 |
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 chief executive officer uses to make decisions about the Company’s operating matters.
As described in Note 1, the Company has determined it has two reportable segments: Finance Receivables and Pharmaceutical Development, and each are individually managed and provide separate services. Revenues by segment represent revenues earned on the services offered within each segment. The Company does not report assets by reportable segment, nor does the Company report results by geographic region, as these metrics are not used by the Company’s chief executive officer in assessing performance or allocating resources to the segments.
Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes. Management uses this measure of net income (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment.
The following tables present financial information for the Company’s reportable segments for the periods indicated (in thousands):
| Three Months Ended September 30, 2022 | ||||||||||||||||
| Finance Receivables | Pharmaceutical Development and Other | Holding Company and Other | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Other revenue | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Manufacturing, research and development | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Three Months Ended September 30, 2021 | ||||||||||||||||
| Finance Receivables | Pharmaceutical Development and Other | Holding Company and Other | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Interest expense | ||||||||||||||||
| Manufacturing, research and development | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| 16 |
| Nine Months Ended September 30, 2022 | ||||||||||||||||
| Finance Receivables | Pharmaceutical Development and Other | Holding Company and Other | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Other revenue | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Manufacturing, research and development | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Nine Months Ended September 30, 2021 | ||||||||||||||||
| Finance Receivables | Pharmaceutical Development and Other | Holding Company and Other | Consolidated | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Other revenue | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Manufacturing, research and development | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Change in fair value of acquisition-related contingent consideration | ( | ) | ( | ) | ||||||||||||
| General and administrative | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
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.
| 17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, and the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.
Environmental, Social and Governance
As overseers of risk and stewards of long-term enterprise value, our management and Board play a vital role in assessing, identifying and understanding the potential impact and related risks of environmental, social and governance (“ESG”) issues on the organization’s operating model. Our Board and management are committed to identifying those ESG issues most likely to impact business operations and growth by focusing our investment strategy around supporting innovative, growth-oriented companies in the life sciences industry that maximize both social and investment value.
Among the ESG issues we support within the Company, we are committed to recruiting, motivating and developing a diversity of talent. We promote and foster a company culture where every voice is welcome, heard and respected, regardless of age, gender, race, religion, sexual orientation, physical conditions, cultural background or country of origin. Our commitment to ESG initiatives is an endeavor both the Board and management undertake for the general betterment of those both inside and outside the Company.
The nature of our business supports environmental sustainability by being mindful of products we and our partners use in our businesses. We promote recycling to reduce landfill, and we offer our employees a hybrid work model, which allows employees the flexibility to work remotely, thereby reducing the carbon output from commuting in cars or buses.
Overview
We have organized our operations into two segments: Finance Receivables and Pharmaceutical Development. These segments reflect the way the Company evaluates 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.
| 18 |
Finance Receivables Portfolio Overview
The table below provides an overview of our outstanding finance receivables transactions as of, and for the three and nine months ended September 30, 2022 (in thousands, except rate, share and per share data).
| Revenue Recognized | ||||||||||||||||||||||
| Royalty Purchases | Licensed Technology | Footnote | Funded Amount | GAAP Balance | Q3 | YTD | ||||||||||||||||
| Beleodaq® | Oncology treatment | (1) | $ | 7,600 | $ | — | $ | 27 | $ | 799 | ||||||||||||
| Besivance® | Ophthalmic antibiotic | (2) | 6,000 | — | 8 | 21 | ||||||||||||||||
| Best ABT, Inc. | Oncology diagnosis | (3), (4) | 5,784 | 3,037 | — | — | ||||||||||||||||
| Coflex®/Kybella® | Spinal stenosis/submental fullness | 4,350 | 3,929 | 105 | 397 | |||||||||||||||||
| Cambia® | NSAID migraine treatment | (3) | 8,500 | 1,034 | (94 | ) | (153 | ) | ||||||||||||||
| Forfivo XL® | Depressive disorder treatment | 6,000 | 1,408 | 185 | 857 | |||||||||||||||||
| Ideal Implant, Inc. | Aesthetics | 3,000 | 3,289 | 134 | 402 | |||||||||||||||||
| Iluvien® | Diabetic macular edema | 16,501 | 15,729 | 570 | 1,691 | |||||||||||||||||
| Narcan® | Opioid overdose treatment | 17,500 | 487 | 248 | 1,908 | |||||||||||||||||
| Ostomy Products Royalty | Ostomy products | (1) | 3,900 | — | 1,746 | 1,927 | ||||||||||||||||
| Veru, Inc. | Women’s health | 10,000 | 3,509 | 30 | 555 | |||||||||||||||||
| Revenue Recognized | ||||||||||||||||||||||||||||
| Term Loans | Type | Footnote | Maturity Date | Principal | GAAP Balance | Rate | Q3 | YTD | ||||||||||||||||||||
| 4Web, Inc. | First lien | 06/03/23 | $ | 28,808 | $ | 31,060 | 15.8 | % | $ | 1,185 | $ | 3,329 | ||||||||||||||||
| AOTI, Inc. | First lien | 03/21/27 | 12,000 | 11,970 | 11.0 | % | 426 | 840 | ||||||||||||||||||||
| Acer Therapeutics, Inc. | First lien | 03/04/24 | 6,704 | 6,849 | 12.0 | % | 457 | 1,003 | ||||||||||||||||||||
| Acerus Pharmaceuticals Corporation | First lien | (5) | 10/11/23 | — | — | 12.0 | % | — | 538 | |||||||||||||||||||
| Aziyo Biologics, Inc. | First lien | 10/08/27 | 21,000 | 20,294 | 11.5 | % | 265 | 265 | ||||||||||||||||||||
| B&D Dental Corporation | First lien | (5) | 12/10/18 | — | — | 14.0 | % | — | 2,401 | |||||||||||||||||||
| BIOLASE, Inc. | First lien | 05/31/25 | 13,300 | 13,734 | 10.5 | % | 484 | 1,390 | ||||||||||||||||||||
| Biotricity, Inc. | First lien | 12/26/26 | 12,000 | 11,845 | 11.5 | % | 407 | 1,193 | ||||||||||||||||||||
| Epica International, Inc. | First lien | 07/23/24 | 12,000 | 12,374 | 9.5 | % | 385 | 1,097 | ||||||||||||||||||||
| eTon Pharmaceuticals, Inc. | First lien | 11/13/24 | 6,615 | 6,659 | 10.0 | % | 221 | 666 | ||||||||||||||||||||
| Exeevo, Inc. | First lien | 07/01/27 | 5,010 | 4,969 | 12.5 | % | 187 | 187 | ||||||||||||||||||||
| Flowonix Medical, Inc. | First lien | (4), (6) | 12/23/25 | 10,428 | 9,789 | 14.0 | % | — | — | |||||||||||||||||||
| Keystone Dental Group | First lien | (5) | 08/01/23 | — | — | 11.5 | % | — | 888 | |||||||||||||||||||
| MedMinder Systems, Inc. | First lien | 07/22/27 | 20,000 | 19,831 | 10.9 | % | 291 | 291 | ||||||||||||||||||||
| MolecuLight, Inc. | First lien | 12/29/26 | 10,000 | 10,007 | 12.5 | % | 413 | 1,036 | ||||||||||||||||||||
| Sincerus Pharmaceuticals, Inc. | First lien | 03/19/26 | 12,820 | 13,039 | 13.0 | % | 534 | 1,437 | ||||||||||||||||||||
| Trio Healthcare Ltd. | First lien | 07/01/26 | 8,150 | 8,117 | 12.5 | % | 288 | 780 | ||||||||||||||||||||
| 19 |
| Revenue Recognized | ||||||||||||||||||||||||||||
| Cost Method Investment | Licensed Technology | Footnote | Maturity Date | Principal | GAAP Balance | Rate | Q3 | YTD | ||||||||||||||||||||
| Tissue Regeneration Therapeutics, Inc. | Umbilical cord banking | (4) | N/A | $ | 3,491 | $ | 3,491 | N/A | $ | — | $ | — | ||||||||||||||||
| Income (Loss) Recognized | ||||||||||||||||||||||||
| Marketable Investments | Number of Shares | Footnote | Funded Amount | GAAP Balance | Q3 | YTD | ||||||||||||||||||
| Secured Royalty Financing (Marketable Investment) | N/A | (4) | $ | 3,000 | $ | 88 | $ | — | $ | — | ||||||||||||||
| Bioventus, Inc. Common Stock | 71,361 | N/A | 500 | 13 | (534 | ) | ||||||||||||||||||
| Epica International, Inc. | 25,000 | N/A | — | — | — | |||||||||||||||||||
| Sincerus Pharmaceuticals, Inc. | 26,575 | N/A | — | — | — | |||||||||||||||||||
| Income (Loss) Recognized | ||||||||||||||||||||||||
| Warrants to Purchase Stock | Number of Shares | Footnote | Exercise Price per Share ($) | GAAP Balance | Q3 | YTD | ||||||||||||||||||
| 4Web, Inc. | TBD | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| AOTI, Inc. | 92,490 | — | — | — | — | |||||||||||||||||||
| Acer Therapeutics, Inc. | 150,000 | 2.46 | 116 | 17 | (110 | ) | ||||||||||||||||||
| Acer Therapeutics, Inc. | 100,000 | 1.51 | 90 | (2 | ) | (2 | ) | |||||||||||||||||
| Acerus Pharmaceuticals Corporation | 7,764,004 | 0.053 CAD | 20 | (33 | ) | (82 | ) | |||||||||||||||||
| Aziyo Biologics | 157,895 | 6.65 | 895 | 116 | 116 | |||||||||||||||||||
| BIOLASE, Inc. | 22,039 | 0.39 | 26 | (37 | ) | (158 | ) | |||||||||||||||||
| Biotricity, Inc. | 57,536 | 6.26 | 21 | (39 | ) | (155 | ) | |||||||||||||||||
| CeloNova BioSciences, Inc. | TBD | (7) | — | — | — | — | ||||||||||||||||||
| DxTerity Diagnostics, Inc. | 2,019,231 | (7) | — | — | — | — | ||||||||||||||||||
| Epica International, Inc. | TBD | — | — | — | — | |||||||||||||||||||
| eTon Pharmaceuticals, Inc. | 51,238 | 5.86 | 21 | (15 | ) | (74 | ) | |||||||||||||||||
| eTon Pharmaceuticals, Inc. | 18,141 | 6.62 | 8 | (5 | ) | (26 | ) | |||||||||||||||||
| Exeevo, Inc. | 930 | — | — | — | — | |||||||||||||||||||
| EyePoint Pharmaceuticals, Inc. | 40,910 | 11.00 | 129 | (4 | ) | (147 | ) | |||||||||||||||||
| EyePoint Pharmaceuticals, Inc. | 7,773 | 19.30 | 17 | (1 | ) | (24 | ) | |||||||||||||||||
| Flowonix Medical, Inc. | 155,561 | (4), (6) | — | — | — | — | ||||||||||||||||||
| Harrow Health, Inc. | 373,847 | (7) | 2.08 | 3,797 | 1,791 | 1,285 | ||||||||||||||||||
| Total Revenue | ||||||||||||
| Assets | Q3 | YTD | ||||||||||
| Total finance receivables | $ | 212,959 | $ | 8,502 | $ | 25,745 | ||||||
| Total marketable investments | 588 | N/A | N/A | |||||||||
| Cost method investment | 3,491 | N/A | N/A | |||||||||
| Fair value of warrant assets | 5,140 | N/A | N/A | |||||||||
| Total assets/revenues | $ | 222,178 | $ | 8,502 | $ | 25,745 | ||||||
| (1) | Royalty was paid off during the third quarter of 2022. |
| (2) | US royalty was paid off during the year ended December 31, 2021. SWK continues to receive insignificant royalties on international sales. |
| (3) | Investment considered impaired. |
| (4) | Investment on nonaccrual. |
| (5) | Loan was paid off during the nine months ended September 30, 2022. |
| (6) | Flowonix is evaluating strategic alternatives for the business. |
| (7) | Loan was paid off during the year ended December 31, 2021. |
Unless otherwise specified, our senior secured debt assets generally are repaid by a revenue interest that is charged on a company’s quarterly net sales and royalties.
| 20 |
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the nine months ended September 30, 2022, compared to those discussed in our Annual Report.
Recent Accounting Pronouncements
Refer to Part I. Financial Information, Item 1. Financial Statements, Note 1 of the notes to the unaudited condensed consolidated financial statements for a listing of recent accounting pronouncements and their potential impact to our consolidated financial statements.
Comparison of the Three Months Ended September 30, 2022 and 2021 (in millions)
Three Months Ended September 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Revenues | $ | 13.6 | $ | 9.6 | $ | 4.0 | ||||||
| Interest expense | 0.1 | 0.1 | — | |||||||||
| Pharmaceutical manufacturing, research and development expense | 1.8 | 2.5 | (0.7 | ) | ||||||||
| Depreciation and amortization expense | 0.6 | 0.8 | (0.2 | ) | ||||||||
| General and administrative | 4.3 | 3.6 | 0.7 | |||||||||
| Other income, net | 1.8 | 0.1 | 1.7 | |||||||||
| Income tax expense | 1.9 | 0.5 | 1.4 | |||||||||
| Net income | 6.6 | 2.2 | 4.4 | |||||||||
Revenues
Revenues increased to $13.6 million for the three months ended September 30, 2022 from $9.6 million for the three months ended September 30, 2021. The $4.0 million increase in revenue was due to $5.0 million of milestone revenue related to Enteris’ License Agreement with Cara received during the three months ended September 30, 2022, which did not occur during the three months ended September 30, 2021. The increase in revenue was partially offset by a $0.9 million net decrease in Finance Receivables segment revenues. The decrease in Finance Receivables segment revenue was due to a $1.3 million net decrease in royalty income primarily due to the achievement of return premiums that caused a step down in royalty rates, which was partially offset by a net increase of $0.4 million in interest and fees earned on finance receivables.
Interest Expense
Interest expense consists of interest accrued on our revolving line of credit, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense for both the three months ended September 30, 2022 and 2021 was $0.1 million, respectively.
Pharmaceutical Manufacturing, Research and Development Expense
Pharmaceutical manufacturing, research and development expense decreased from $2.5 million for the three months ended September 30, 2021 to $1.8 million for the three months ended September 30, 2022. The $0.7 million decrease was primarily due to a decrease in manufacturing materials for pipeline projects and clinical trials.
Depreciation and Amortization
The $0.2 million decrease in depreciation and amortization expense for the three months ended September 30, 2022 primarily consists of a decrease in amortization expense related to the intangible assets of Enteris. Amortization expense is aligned with the expected future cash flows of the intangible assets.
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General and Administrative
General and administrative expenses consist primarily of compensation; 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 $4.3 million for the three months ended September 30, 2022 from $3.6 million for the three months ended September 30, 2021. The $0.7 million increase was primarily due to a $1.3 million increase in salaries and benefits expense, of which $1.1 million is related to the former CEO’s severance pay pursuant to the Separation and Release Agreement dated August 31, 2022, and a $0.2 million increase in salaries and benefits expense due to an increase in personnel and the performance-based bonus accrual. The increase in general and administrative expense also included a $0.7 million increase in audit and legal fees related to amending the Company’s Articles of Incorporation and Bylaws and other corporate governance, financing and strategic matters. The increase was partially offset by a $0.9 million decrease in corporate strategic planning and related special committee board fees, as well as a $0.1 million decrease in stock-based compensation expense related to the forfeiture of stock-options held by the former CEO upon his departure on September 30, 2022.
Other (Expense) Income, Net
Other expense, net for three months ended September 30, 2022 reflected a net aggregate fair market value gain of $1.8 million on our warrant derivatives and Bioventus common stock. Other income, net for three months ended September 30, 2021 reflected a net fair market value loss of $0.2 million on our warrant derivatives and a net fair market value gain of $0.3 million on our Misonix common stock, which was tendered in October 2021 in exchange for $1.9 million in cash and 71,361 shares of Bioventus common stock.
Income Tax Expense
During the three months ended September 30, 2022 and 2021, we recognized income tax expense of $1.9 million and $0.5 million, respectively. The $1.4 million increase in income tax expense is the result of an increase in taxable income for the three months ended September 30, 2022 when compared to the same period of the previous year.
Comparison of the Nine Months Ended September 30, 2022 and 2021 (in millions)
| Nine Months Ended September 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Revenues | $ | 31.7 | $ | 41.2 | $ | (9.5 | ) | |||||
| Interest expense | 0.2 | 0.3 | (0.1 | ) | ||||||||
| Pharmaceutical manufacturing, research and development expense | 5.2 | 5.6 | (0.4 | ) | ||||||||
| Change in fair value of acquisition-related contingent consideration | — | (0.1 | ) | 0.1 | ||||||||
| Depreciation and amortization expense | 2.0 | 3.3 | (1.3 | ) | ||||||||
| General and administrative | 10.5 | 9.8 | 0.7 | |||||||||
| Other income, net | 0.1 | 2.2 | (2.1 | ) | ||||||||
| Income tax expense | 3.2 | 5.0 | (1.8 | ) | ||||||||
| Net income | 10.7 | 19.6 | (8.9 | ) | ||||||||
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Revenues
Revenues decreased to $31.7 million for the nine months ended September 30, 2022 from $41.2 million for the nine months ended September 30, 2021. The $9.5 million decrease in revenue consisted of a $5.4 million decrease in Pharmaceutical Development segment revenue and a $4.1 million decrease in Finance Receivables segment revenue. The decrease in Pharmaceutical Development segment revenue included $5.0 million of milestone revenue related to Enteris’ License Agreement with Cara received during the nine months ended September 30, 2022, compared to $10.0 million of milestone revenue for the same period of 2021. The decrease in Finance Receivables segment revenue was due to a $5.1 million net decrease in royalty income primarily due to the achievement of return premiums that caused a step down in royalty rates, which was partially offset by a net increase of $1.0 million in interest and fees earned on finance receivables.
Interest Expense
Interest expense consists of interest accrued on our revolving line of credit, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense for the nine months ended September 30, 2022 and 2021 was $0.2 million and $0.3 million, respectively.
Pharmaceutical Manufacturing, Research and Development Expense
Pharmaceutical manufacturing, research and development expense decreased from $5.6 million for the nine months ended September 30, 2021 to $5.2 million for the nine months ended September 30, 2022. The $0.4 million decrease was primarily due to a decrease in manufacturing materials for pipeline projects and clinical trials.
Depreciation and Amortization
The $1.3 million decrease in depreciation and amortization expense for the nine months ended September 30, 2022 primarily consists of a decrease in amortization expense related to the intangible assets of Enteris. Amortization expense is aligned with the expected future cash flows of the intangible assets.
General and Administrative
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 $10.5 million for the nine months ended September 30, 2022 from $9.8 million for the nine months ended September 30, 2021. The $0.7 million increase was primarily due to a $1.1 million increase in salaries and benefits expense related to the former CEO’s severance pay pursuant to the Separation and Release Agreement dated August 31, 2022. The increase in general and administrative expense also included a $0.9 million increase in audit and legal fees related to amending the Company’s Articles of Incorporation and Bylaws and other corporate governance, financing and strategic matters. The increase was partially offset by a $1.4 million decrease in corporate strategic planning and related special committee board fees, as well as a $0.1 million decrease in stock-based compensation expense related to the forfeiture of stock-options held by the former CEO upon his departure on September 30, 2022.
Other Income, Net
Other income, net for the nine months ended September 30, 2022 reflected a net aggregate fair market value gain of $0.1 million on our warrant derivatives and Bioventus common stock. Other income, net for the nine months ended September 30, 2021 reflected a net fair market value gain of $0.7 million on our warrant derivatives and a net fair market value gain of $1.6 million on our Misonix common stock, which was tendered in October 2021 in exchange for $1.9 million in cash and 71,361 shares of Bioventus common stock.
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Income Tax Expense
During the nine months ended September 30, 2022 and 2021, we recognized income tax expense of $3.2 million and $5.0 million, respectively. The $1.8 million decrease in income tax expense is the result of a decrease in taxable income for the nine months ended September 30, 2022 when compared to the same period of the previous year.
Liquidity and Capital Resources
As of September 30, 2022, we had $19.4 million in cash and cash equivalents, compared to $42.9 million in cash and cash equivalents as of December 31, 2021. The primary driver of the $23.5 million decrease in our cash balance was $71.2 million of investment funding, net of deferred fees and origination expenses; $8.2 million for payments of accounts payable, including $1.9 million for Enteris’s internal pipeline and business development projects; payroll and benefits expense of $8.3 million; $0.6 million to repurchase shares of the Company’s common stock on the open market; and $0.3 million of credit facility interest and other expenses. The decrease in cash and cash equivalents was partially offset by $64.4 million of interest, fees, principal and royalty payments received on our finance receivables and $0.7 million of customer payments generated by our Pharmaceutical Development segment.
Our ability to generate cash in the future depends primarily upon our success in implementing our Finance Receivables business model of generating income by providing capital to a broad range of life science companies, institutions and inventors, as well as the success of our Pharmaceutical Development segment. We generate income primarily from four sources:
| 1. | Primarily owning or financing through debt investments, royalties generated by the sales of life science products and related intellectual property; |
| 2. | Receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector; |
| 3. | Pharmaceutical development, manufacturing, and licensing activities utilizing the Peptelligence® platform; and |
| 4. | To a lesser extent, realizing capital appreciation from equity-related investments in the life science sector. |
As of September 30, 2022, our finance receivables portfolio contains $213.0 million of finance receivables, $0.6 million of marketable investments, and $3.5 million related to our cost method investment. In the aggregate, we expect these assets to generate positive cash flows in 2022. In addition, the majority of our finance receivables portfolio are debt instruments that carry floating interest rates with a reference rate-based interest rate floor. Changes in interest rates, including 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 entered into a $20.0 million revolving credit facility in June 2018. The credit facility was amended on September 26, 2022 to extend the termination date to November 29, 2022. We continue to work with our current lender to extend our credit facility. As of September 30, 2022, $22.0 million was available for borrowing under the credit facility.
Off-Balance Sheet Arrangements
In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage partner companies’ requests for funding and take the form of loan commitments and lines of credit.
The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the partner company defaults, and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Please refer to Item 1. Financial Statements, Note 6 of the notes to the unaudited condensed consolidated financial statements
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the nine months ended September 30, 2022, our cash and cash equivalents were deposited in accounts at well capitalized financial institutions. The fair value of our cash and cash equivalents at September 30, 2022 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 have entered into a revolving credit facility. As we borrow funds to make additional investments, our income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we are subject to risks relating to changes in market interest rates. In periods of rising interest rates when we have debt outstanding, our cost of funds would increase, which could reduce our income, especially to the extent we continue to hold fixed rate investments. We generally seek to mitigate this risk by pricing our debt investments with floating interest rates to maintain the spread of our portfolio over the cost of leverage. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations, which we have not done. Adverse developments resulting from changes in interest rates or hedging transactions could have a materially adverse effect on our business, financial condition and results of operations. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our investment income, net of borrowing expenses.
Inflation
We do not believe that inflation has had a significant impact on our revenues or operations.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There have been no changes during the nine months ended September 30, 2022 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in, or have been involved in, arbitrations or various other legal proceedings that arise from the normal course of our business. We cannot predict the timing or outcome of these claims and other proceedings. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material negative impact on our results of operations, balance sheets and cash flows due to defense costs, and divert management resources. Currently, we are not involved in any arbitration and/or other legal proceeding that we expect to have a material effect on our business, financial condition, results of operations and cash flows.
ITEM 1A. RISK FACTORS
Information regarding the Company’s risk factors appears in “Part I. – Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 25, 2022. There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On May 31, 2022, the Board authorized a share repurchase program under which the Company was authorized to repurchase up to $10.0 million of the Company’s outstanding shares of common stock, or approximately 714,286 common shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act. The purchase period is July 1, 2022 through May 15, 2023.
As of September 30, 2022, the Company has repurchased 34,463 shares under the share repurchase programs at a total cost of $0.6 million, or $17.49 per share. As of September 30, 2022, the maximum number of shares that may yet be purchased under the plan is 679,823 shares.
The table below summarizes information about our purchases of common stock during the three months ended September 30, 2022:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Number of Shares That May Yet Be Purchased Under the Plan | |||||||||||||
| July 1, 2022 - July 31, 2022 | 10,361 | $ | 17.84 | 10,361 | 703,925 | ||||||||||||
| August 1, 2022 - August 31, 2022 | 7,524 | 18.12 | 7,524 | 696,401 | |||||||||||||
| September 1, 2022 - September 30, 2022 | 16,578 | 16.72 | 16,578 | 679,823 | |||||||||||||
| 34,463 | $ | 17.49 | 34,463 | ||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
* These certifications accompany this Quarterly Report on Form 10-Q. They are not deemed “filed” with the Securities and Exchange Commission and are not to be incorporated by reference in any filing of SWK Holdings Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
+ XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 9, 2022.
| SWK Holdings Corporation | ||
| By: | /s/ Joe D. Staggs | |
| Joe D. Staggs | ||
| President and Interim Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Yvette M. Heinrichson | |
| Yvette M. Heinrichson | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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