10-Q 1 e17387_swk-10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2017

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

Commission File Number: 000-27163

(SWK Holdings Corporation LOGO)

SWK Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 77-0435679
(State or Other Jurisdiction of Incorporation
or Organization)
(I.R.S. Employer Identification No.)
   
14755 Preston Road, Suite 105
Dallas, TX 75254
75254
(Address of Principal Executive Offices) (Zip Code)

 

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

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 August 10, 2017, there were 13,043,381 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding. 

 

 
 

SWK Holdings Corporation

Form 10-Q

Quarter Ended June 30, 2017

Table of Contents

PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements 1
     
  Unaudited Condensed Consolidated Balance Sheets—June 30, 2017 and December 31, 2016 1
     
  Unaudited Condensed Consolidated Statements of Income (Loss)—Three and Six Months Ended June 30, 2017 and 2016 2
     
  Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)—Three and Six Months Ended June 30, 2017 and 2016 3
     
  Unaudited Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2017 and 2016 4
     
  Notes to the Unaudited Condensed Consolidated Financial Statements 5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
     
Item 4 Controls and Procedures 24
   
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 25
     
Item 1A. Risk Factors 25
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
     
Item 3. Defaults Upon Senior Securities 25
     
Item 4. Mine Safety Disclosures 25
     
Item 5. Other Information 25
     
Item 6. Exhibits 26
     
  Signatures 27
     
  Certifications  

 

 
 

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)

 

   June 30,   December 31, 
   2017   2016 
ASSETS          
Cash and cash equivalents  $36,435   $32,182 
Accounts receivable   1,370    1,054 
Finance receivables, net   139,210    126,366 
Marketable investments   4,177    2,621 
Investment in unconsolidated entity       6,985 
Deferred tax asset   33,365    38,471 
Warrant assets   841    1,013 
Other assets   212    240 
Total assets  $215,610   $208,932 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Accounts payable and accrued liabilities  $591   $682 
Warrant liability   201    189 
Total liabilities   792    871 
           
Commitments and contingencies          
           
Stockholders’ equity:          
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
        
Common stock, $0.001 par value; 250,000,000 shares authorized;
13,043,381 and 13,144,292 shares issued and outstanding as of
June 30, 2017 and December 31, 2016, respectively
   13    13 
Treasury stock, $0.001 par value; 112,553 and 53 shares held as of June 30, 2017 and December 31, 2016, respectively        
Additional paid-in capital   4,433,446    4,433,289 
Accumulated deficit   (4,220,265)   (4,228,910)
Accumulated other comprehensive income (loss)   1,624    (87)
Total SWK Holdings Corporation stockholders’ equity   214,818    204,305 
Non-controlling interests in consolidated entities       3,756 
Total stockholders’ equity   214,818    208,061 
Total liabilities and stockholders’ equity  $215,610   $208,932 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

1
 

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except per share data)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2017   2016   2017   2016 
Revenues:                    
Finance receivable interest income, including fees  $5,734   $6,457   $10,390   $9,927 
Marketable investments interest income               92 
Income related to investments in unconsolidated entity   335    2,143    10,539    3,802 
Other   5    11    9    26 
Total revenues   6,074    8,611    20,938    13,847 
Costs and expenses:                    
Provision for credit losses       1,659        1,659 
Impairment expense       6,590        6,929 
General and administrative   951    789    1,612    1,718 
Total costs and expenses   951    9,038    1,612    10,306 
Other income (expense), net                    
Unrealized net gain (loss) on derivatives   (143)   471    (614)   441 
Gain on sale of marketable securities           243     
Income before provision for income taxes   4,980    44    18,955    3,982 
Provision for income taxes   1,400        5,106     
Consolidated net income   3,580    44    13,849    3,982 
Net income attributable to non-controlling interests   171    1,090    5,204    1,931 
Net income (loss) attributable to SWK Holdings Corporation Stockholders  $3,409   $(1,046)  $8,645   $2,051 
Net income (loss) per share attributable to SWK Holdings Corporation stockholders:                    
Basic  $0.26   $(0.08)  $0.66   $0.16 
Diluted  $0.26   $(0.08)  $0.66   $0.16 
Weighted Average Shares                    
Basic   13,038    13,126    13,035    13,123 
Diluted   13,042    13,126    13,038    13,126 

 

See accompanying notes to the unaudited condensed consolidated financial statements. 

 

2
 

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2017   2016   2017   2016 
Consolidated net income  $3,580   $44   $13,849   $3,982 
Other comprehensive income (loss), net of tax:                    
Unrealized gains (losses) on investment in securities                    
Change in fair value of marketable securities   (109)   (69)   1,711    (55)
Total other comprehensive income (loss)   (109)   (69)   1,711    (55)
Comprehensive income (loss)   3,471    (25)   15,560    3,927 
Comprehensive income attributable to non-controlling interests   171    1,090    5,204    1,931 
Comprehensive income (loss) attributable to SWK Holdings Corporation Stockholders  $3,300   $(1,115)  $10,356   $1,996 

 

See accompanying notes to the unaudited condensed consolidated financial statements. 

 

3
 

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

   Six Months Ended
June 30,
 
   2017   2016 
Cash flows from operating activities:          
Consolidated net income  $13,849   $3,982 
Adjustments to reconcile net income to net cash provided by operating activities:          
Income from investment in unconsolidated entity   (10,539)   (3,802)
Provision for loan credit losses       1,659 
Impairment expense       6,929 
Deferred income taxes   5,106     
Change in fair value of warrants   614    (441)
Gain on sale of marketable securities   (243)    
Loan discount amortization and fee accretion   (1,622)   (2,038)
Interest paid-in-kind   (807)    
Stock-based compensation   157    205 
Other   9    9 
Changes in operating assets and liabilities:          
Accounts receivable   (316)   (237)
Other assets   (65)   (347)
Accounts payable and other liabilities   (91)   (131)
Net cash provided by operating activities   6,052    5,788 
           
Cash flows from investing activities:          
Cash distributions from investment in unconsolidated entity   17,524    4,304 
Proceeds from sale of available-for-sale marketable securities   345     
Cash received from settlement of warrants       1,014 
Investment in finance receivables   (11,012)   (23,047)
Repayment of finance receivables   261    43,477 
Marketable investment principal payment   54     
Other   (11)   (4)
Net cash provided by investing activities   7,161    25,744 
           
Cash flows from financing activities:          
Distribution to non-controlling interests   (8,960)   (2,202)
Net cash used in financing activities   (8,960)   (2,202)
           
Net increase in cash and cash equivalents   4,253    29,330 
Cash and cash equivalents at beginning of period   32,182    47,287 
Cash and cash equivalents at end of period  $36,435   $76,617 
           
Supplemental noncash flow activity:          
Common stock received in connection with amendment of finance receivable  $   $150 
Value of warrants received, net of warrants canceled, in connection with amendment of finance receivable  $431   $ 

 

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. The Company’s strategy is to be a leading healthcare capital provider by offering sophisticated, customized financing solutions to a broad range of life science companies, institutions and inventors. The Company is primarily focused on monetizing cash flow streams derived from commercial-stage products and related intellectual property through royalty purchases and financings, as well as through the creation of synthetic revenue interests in commercialized products. The Company has been deploying its assets to earn interest, fees, and other income pursuant to this strategy, and the Company continues to identify and review financing and similar opportunities on an ongoing basis. In addition, through the Company’s wholly-owned subsidiary, SWK Advisors LLC, the Company provides non-discretionary investment advisory services to institutional clients in separately managed accounts to similarly invest in life science finance. SWK Advisors LLC is registered as an investment advisor with the Texas State Securities Board. The Company intends to fund transactions through its own working capital, as well as by building its asset management business by raising additional third party capital to be invested alongside the Company’s capital.

The Company fills a niche that it believes is underserved in the sub-$50 million transaction size. Since many of its competitors that provide longer term, royalty-related financing options have much greater financial resources than the Company, they tend to not focus on transaction sizes below $50 million as it is generally inefficient for them to do so. In addition, the Company does not believe that a sufficient number of other companies offer similar types of long-term financing options to fill the demand of the sub-$50 million market. As such, the Company believes it faces less competition from such longer term, royalty investors in transactions that are less than $50 million.

The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. The Company believes that the foregoing business strategies can create value for its stockholders, and produce prospective taxable income (or the ability to generate capital gains) that might permit the Company to utilize the NOLs. However, at this time, under current law, we do not anticipate that our life science business strategy will generate sufficient income to permit us to utilize all of our NOLs prior to their respective expiration dates. As such, it is possible that we might pursue additional strategies that we believe might result in our ability to utilize more of our NOLs. The Company is unable to assure investors that it will find suitable financing opportunities or that it will be able to utilize its existing NOLs.

As of August 10, 2017, the Company and its partners have executed transactions with 26 different parties under its specialty finance strategy, funding $371 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, purchased royalties generated by sales of life science products and related intellectual property.

The Company is headquartered in Dallas, Texas.

Basis of Presentation and Principles of Consolidation 

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

 

5
 

The Company owns interests in various partnerships and limited liability companies, or LLCs. The Company consolidates its investments in these partnerships or LLCs, where (a) the Company, as the general partner or managing member, exercises effective control, even though the Company’s ownership may be less than 50 percent, (b) the related governing agreements provide the Company with broad powers, and (c) the other parties do not participate in the management of the entities and do not have the substantial ability to remove the Company. The Company has reviewed each of the underlying agreements to determine if it has effective control. If circumstances 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 unaudited condensed 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, 2017. 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, 2016, filed with the SEC on March 17, 2017.

Use of Estimates 

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition, stock-based compensation, impairment of financing receivables and long-lived assets, valuation of warrants, income taxes and contingencies, 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, 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 unaudited condensed consolidated financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. 

Recent Accounting Pronouncements 

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This guidance changes how entities measure equity investments that do not result in consolidation and are not accounted for under the equity method. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity investments that do not have readily determinable fair values; however, the exception requires the entity to consider relevant transactions that can be reasonably known to identify any observable price changes that would impact the fair value. This guidance also changes certain disclosure requirements and other aspects of current GAAP. This guidance is effective for annual periods beginning after December 15, 2017 and is applicable to the Company in fiscal 2018. The Company has been evaluating the new guidance and believes ASU 2016-01 will not have a material impact on its consolidated financial statements upon adoption in fiscal 2018.

 

6
 

In March 2016, the FASB issued ASU No. 2016-07, “Equity Method and Joint Ventures (Topic 323).” This guidance simplifies the accounting for equity method investments by eliminating the requirement in Topic 323 that requires an entity to retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years and interim periods within those years beginning after December 15, 2016. ASU 2016-07 did not have a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about:

 

  · Contracts with customers – including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations.

 

  · Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations.

 

  · Certain assets – assets recognized from the costs to obtain or fulfill a contract.

 

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) — Narrow-Scope Improvements and Practical Expedients,” which clarified guidance on assessing collectability, presenting sales tax, measuring noncash consideration, and certain transition matters. The new guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption would have been permitted for fiscal years beginning after December 15, 2016. The Company has been evaluating the impact of ASU 2014-09 and related ASUs, and aside from enhanced disclosures surrounding revenue recognized from contracts with customers, the Company does not believe they will have a material impact on the Company’s consolidated financial statements. The Company currently intends to use the modified prospective approach upon adoption.

 

In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718).” The amendments of ASU 2016-09 were issued as part of the FASB’s simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. The amendments focused on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows.

 

Effective as of January 1, 2017, the Company adopted a change in accounting policy in accordance with ASU 2016-09 to account for excess tax benefits and tax deficiencies as income tax expense or benefit, treated as discrete items in the reporting period in which they occur, and to recognize previously unrecognized deferred tax assets that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized for financial reporting. The change was applied on a modified retrospective basis; no prior periods were restated as a result of this change in accounting policy.

 

ASU 2016-09 also eliminates the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit can be recognized as an increase in paid-in capital. Approximately $1.9 million of net operating losses have been attributed to tax deduction for stock based compensation in excess of the related book expense. Under ASU 2016-09, these previously unrecognized deferred tax assets were recognized on a modified retrospective basis as of January 1, 2017, the start of the year in which the Company adopted ASU 2016-09. The net operating losses recognized as of January 1, 2017, as described above, have been offset by a valuation allowance. As a result, there was no tax-related cumulative-effect to retained earnings.

 

7
 

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. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an other-than-temporary impairment has been recognized before the effective date. The Company is currently evaluating the new guidance but believes it is likely to incur more upfront loan losses under the new credit loss model.

 

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230),” which amends ASC 230 to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The FASB issued this guidance with the intent of reducing diversity in practice with respect to classification of eight types of cash receipts and payments: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero coupon bonds, (3) contingent consideration payments after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. For the Company, the guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption will be permitted for all entities and must be applied retrospectively to all periods presented; however, it may be applied prospectively if retrospective application would be impracticable. The Company believes ASU 2016-15 will not have a material impact on the Company’s consolidated financial statements upon adoption.

 

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718),” to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting required by Topic 718. The amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 and should be applied prospectively to an award modified on or after the adoption date. The Company believes ASU 2017-09 will not have a material impact on the Company’s consolidated financial statements upon adoption in fiscal 2018.

 

Note 2. Net Income per Share

Basic net income per share is computed using the weighted average number of outstanding shares of common stock. Diluted net income per share is computed using the weighted average number of outstanding shares of common stock, and when dilutive, shares of common stock issuable upon exercise of options and warrants deemed outstanding using the treasury stock method. 

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

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2017   2016   2017   2016 
Numerator:                    
Net income (loss) attributable to SWK Holdings Corporation Stockholders  $3,409   $(1,046)  $8,645   $2,051 
                     
Denominator:                    
Weighted-average shares outstanding   13,038    13,126    13,035    13,123 
Effect of dilutive securities   4        3    3 
                     
Weighted-average diluted shares   13,042    13,126    13,038    13,126 
                     
Basic income (loss) per share attributable to SWK Holdings Corporation Stockholders  $0.26   $(0.08)  $0.66   $0.16 
Diluted income (loss) per share attributable to SWK Holdings Corporation Stockholders  $0.26   $(0.08)  $0.66   $0.16 

 

8
 

For the three months ended June 30, 2017 and 2016, outstanding stock options and warrants to purchase shares of common stock in an aggregate of approximately 287,000 and 388,000, respectively, have been excluded from the calculation of diluted income (loss) per share as all such securities were anti-dilutive. For the six months ended June 30, 2017 and 2016, outstanding stock options and warrants to purchase shares of common stock in an aggregate of approximately 343,000, and 369,000, respectively, have been excluded from the calculation of diluted income per share as all such securities were anti-dilutive.

  

Note 3. Finance Receivables, Net

 

Finance receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method.

The carrying value of finance receivables are as follows (in thousands): 

Portfolio  June 30,
2017
   December 31,
2016
 
Term Loans  $104,847   $91,841 
Royalty Purchases   36,022    36,184 
Total before allowance for credit losses   140,869    128,025 
Allowance for credit losses   (1,659)   (1,659)
Total carrying value  $139,210   $126,366 

 

Credit Quality of Finance Receivables

The Company originates finance receivables to companies primarily in the life sciences sector. This concentration of credit exposes the Company to a higher degree of risk associated with this sector.

 

On a quarterly basis, the Company evaluates the carrying value of each finance receivable for impairment. A term loan is considered to be impaired when, based on current information and events, it is determined that the Company will not be able to collect the amounts due according to the loan contract, including scheduled interest payments. This evaluation is generally based on delinquency information, an assessment of the borrower’s financial condition and the adequacy of collateral, if any. The Company would generally place term loans on nonaccrual status when the full and timely collection of interest or principal becomes uncertain and they are 90 days past due for interest or principal, unless the term loan is both well-secured and in the process of collection. When placed on nonaccrual, the Company would reverse any accrued unpaid interest receivable against interest income and amortization of any net deferred fees is suspended. Generally, the Company would return a term loan to accrual status when all delinquent interest and principal become current under the terms of the credit agreement and collectability of remaining principal and interest is no longer doubtful. In certain circumstances, the Company may place a finance receivable on nonaccrual status but conclude it is not impaired. The Company may retain independent third-party valuations on such nonaccrual positions to support impairment decisions.

Receivables associated with royalty stream purchases would be considered to be impaired when it is probable that the Company will be unable to collect the book value of the remaining investment based upon adverse changes in the estimated underlying royalty stream.

When the Company identifies a finance receivable as impaired, it measures the impairment based on the present value of expected future cash flows, discounted at the receivable’s effective interest rate, or the estimated fair value of the collateral, less estimated costs to sell. If it is determined that the value of an impaired receivable is less than the recorded investment, the Company would recognize impairment with a charge to the allowance for credit losses. When the value of the impaired receivable is calculated by discounting expected cash flows, interest income would be recognized using the receivable’s effective interest rate over the remaining life of the receivable.

 

9
 

The Company individually develops the allowance for credit losses for any identified impaired loans. In developing the allowance for credit losses, the Company considers, among other things, the following credit quality indicators:

  § business characteristics and financial conditions of obligors;

  § current economic conditions and trends;

  § actual charge-off experience;

  § current delinquency levels;

  § value of underlying collateral and guarantees;

  § regulatory environment; and

  § any other relevant factors predicting investment recovery.

 

The following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in thousands):

   June 30, 2017   December 31, 2016 
   Nonaccrual   Performing   Total   Nonaccrual   Performing   Total 
Term Loans  $19,040    85,807   $104,847   $19,040   $72,801   $91,841 
Royalty Purchases       34,363    34,363        34,525    34,525 
                               
Total carrying value  $19,040    120,170   $139,210   $19,040   $107,326   $126,366 

 

As of June 30, 2017 and December 31, 2016, the Company had two term loans associated with two portfolio companies in nonaccrual status with a carrying value, net of credit loss allowance, of $19.0 million. No cash on nonaccrual loans was collected during the six months ended June 30, 2017. Of the two nonaccrual term loans as of June 30, 2017, neither are deemed to be impaired. (Please see ABT Molecular Imaging, Inc. and B&D Dental below for further details regarding nonaccrual term loans.)

 

ABT Molecular Imaging, Inc. (“ABT”)

 

On October 10, 2014, the Company entered into a credit agreement pursuant to which the Company provided ABT a second lien term loan in the principal amount of $10.0 million. The loan matures on October 8, 2021. The synthetic royalty payment due to the Company on December 15, 2015 was blocked by ABT’s first lien lender pursuant to the terms of the intercreditor agreement by and between the Company and the first lien lender as a result of a forbearance agreement entered into between ABT and the first lien lender. Per the terms of the forbearance agreement, the first lien lender deferred principal payments until maturity of the first lien in March 2016 and ABT raised additional equity capital.  

 

 In February 2016, ABT violated the terms of the forbearance agreement with the first lien lender. In order to control the work out of the default under the first lien loan and prevent the equity sponsors from taking control of the first lien term loan, the Company purchased from an unrelated party the first lien term loan at par for a purchase price of $0.7 million. Since then the equity sponsors funded cash shortfalls into the second quarter of 2016. The Company continues to work with ABT’s equity sponsors to resolve the existing defaults including raising external third-party capital and pursuing strategic opportunities.

 

Since June 7, 2016, the Company entered into additional amendments to the first lien term loan, which provided for an additional $5.0 million of liquidity under the first lien credit agreement. ABT has drawn down $5.0 million as of August 10, 2017. The Company is currently working with ABT and its advisors to complete a strategic transaction; the outcome of such process is uncertain.

 

The collateral for the loan has been individually reviewed, and the Company believes that the fair market value of the loan, less costs to sell, was greater than the recorded investments in the loans as of June 30, 2017. Based on the impairment analysis, the Company has determined that recording a provision for credit losses as of June 30, 2017 is not required. The Company considered several factors in this determination, including an independent third-party valuation and developments in ABT’s business and industry.

 

B&D Dental (“B&D”)

 

On December 10, 2013, the Company entered into a five-year credit agreement to provide B&D a senior secured term loan with a principal amount of $6.0 million funded upon close, net of an arrangement fee of $60 thousand. Subsequently, the terms of the loan have been amended, and the Company has funded additional amounts to B&D. As of June 30, 2017, the total amount funded was $8.1 million.

 

10
 

B&D is currently in default under the terms of the credit agreement, and as a result, the Company classified the loan to nonaccrual status as of September 30, 2015. During the first quarter of 2017, the Company executed an additional amendment to the loan to advance an additional $0.1 million to finance the purchase of certain equipment to support its manufacturing operations and to protect the value of the collateral. The Company expects B&D to pay interest and principal on the equipment purchase advance and continues to work with B&D to improve its operational performance and pursue strategic alternatives. 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 June 30, 2017. The Company considered several factors in this determination, including the valuation of B&D and developments in B&D’s business and industry. 

Note 4. Marketable Investments

 

Investment in securities at June 30, 2017 and December 31, 2016 consist of the following (in thousands):

 

   June 30,
2017
   December 31,
2016
 
Corporate debt securities  $1,510   $1,564 
Equity securities   2,667    1,057 
Total  $4,177   $2,621 

 

The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale securities as of June 30, 2017 and December 31, 2016, are as follows (in thousands):

 

June 30, 2017  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Loss
   Fair Value 
Available for sale securities:                    
Corporate debt securities  $1,510   $   $   $1,510 
Equity securities   1,043    1,718    (94)   2,667 
   $2,553   $1,718   $(94)  $4,177 

  

December 31, 2016  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Loss
   Fair Value 
Available for sale securities:                    
Corporate debt securities  $1,564   $   $   $1,564 
Equity securities   1,144        (87)   1,057 
   $2,708   $   $(87)  $2,621 

 

Equity Securities 

The Company’s equity securities include 661,076 shares of Cancer Genetics common stock and 77,922 shares of Hooper Holmes common stock. During the six months ended June 30, 2017, the Company sold 75,000 shares of Cancer Genetics common stock, which resulted in a realized gain of $0.2 million. As of June 30, 2017, the Cancer Genetics and Hooper Holmes equity securities are reflected at fair value of $2.6 million and $0.1 million, respectively, as available-for-sale securities.

 

Debt Securities

 

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.

 

11
 

The senior secured notes have been placed on non-accrual status as of June 30, 2016. Total cash collected during the six months ended June 30, 2017 was $54,000, which was credited to the notes’ carrying value. As of June 30, 2017, the notes are reflected at their estimated fair value of $1.5 million and classified as available-for-sale securities. 

 

Note 5. Variable Interest Entities

 

The Company consolidates the activities of VIEs of which it is the primary beneficiary. The primary beneficiary of a VIE is the variable interest holder possessing a controlling financial interest through (i) its power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) its obligation to absorb losses or its right to receive benefits from the VIE that could potentially be significant to the VIE. In order to determine whether the Company owns a variable interest in a VIE, the Company performs qualitative analysis of the entity’s design, organizational structure, primary decision makers and relevant agreements.

Consolidated VIE

SWK HP Holdings LP (“SWK HP”) was formed in December 2012 to acquire a limited partnership interest in Holmdel Pharmaceuticals LP (“Holmdel”).   Holmdel acquired the U.S. marketing authorization rights to a beta blocker pharmaceutical product indicated for the treatment of hypertension for a total purchase price of $13.0 million. The Company, through its wholly owned subsidiary SWK Holdings GP LLC (“SWK Holdings GP”) acquired a direct general partnership interest in SWK HP, which in turn acquired a limited partnership interest in Holmdel. The total investment in SWK HP of $13.0 million included $6.0 million provided by SWK Holdings GP and $7.0 million provided by non-controlling interests.  Subject to customary limited partner protections afforded the investors by the terms of the limited partnership agreement, the Company maintains voting and managerial control of SWK HP and therefore includes it in its consolidated financial statements.

SWK HP had significant influence over the decisions made by Holmdel. SWK HP received quarterly distributions of cash flow generated by InnoPran XL according to a tiered scale that was subject to certain cash on cash returns received by SWK HP. SWK HP achieved the 2x cash on cash return threshold with the November 2016 distribution as such its economic ownership in Holmdel approximated 49 percent.

 

On February 23, 2017, Holmdel sold the U.S. marketing authorization rights to InnoPran XL to ANI Pharmaceuticals, Inc. SWK Holdings GP received net proceeds from the transaction of approximately $8.0 million. The approximate $8.0 million of proceeds includes a 5 percent incentive fee earned from SWK HP, and SWK Holding GP’s share of the sale proceeds. As part of the transaction, SWK HP and all involved parties executed mutual releases and terminations of all license and supply agreements. SWK Holdings GP received an additional distribution regarding InnoPran XL sales covering the period from January 1, 2017 until the sale and does not anticipate receiving any further material distributions in the future.

Unconsolidated VIEs 

For the three and six months ended June 30, 2017, the Company recognized $0.3 million and $10.5 million, respectively, of equity method gains. The amount of equity method gains attributable to the non-controlling interest in SWK HP were $0.2 million and $5.2 million, respectively. For the three and six months ended June 30, 2016, the Company recognized $2.1 million and $3.8 million, respectively, of equity method gains. The amount of equity method gains attributable to the non-controlling interest in SWK HP were $1.1 million and $1.9 million, respectively.

In addition, SWK HP received cash distributions totaling $17.5 million during the six months ended June 30, 2017, of which $9.0 million was subsequently paid to holders of the non-controlling interests in SWK HP. Changes in the carrying amount of the Company’s investment in Holmdel for the six months ended June 30, 2017, are as follows (in thousands): 

Balance at December 31, 2016  $6,985 
Add: Income from investments in unconsolidated entities   10,539 
Less: Cash distribution from investments in unconsolidated entities   (17,524)
Balance at June 30, 2017  $ 

 

12
 

Note 6. 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 thousand shares of the Company’s common stock at a strike price of $13.88. 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.

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 and six months ended June 30, 2017. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions: 

 

   June 30,
2017
      December 31,
2016
 
Dividend rate        
Risk-free rate   1.9%   1.9%
Expected life (years)   3.2    3.7 
Expected volatility   33.1%   34.1%

 

The changes on the value of the warrant liability during the six months ended June 30, 2017 were as follows (in thousands):

 

Fair value – December 31, 2016  $189 
Issuances    
Changes in fair value   12 
Fair value – June 30, 2017  $201 

 

Note 7. Stockholders’ Equity

Stock Compensation Plans 

During the six months ended June 30, 2017 and 2016, the Board approved compensation for Board services by granting 11,589 and 12,155 shares, respectively, of common stock as compensation for the non-employee directors. During each of the six months ended June 30, 2017 and 2016, the Company recorded approximately $0.1 million in Board compensation expense relating to the quarterly grants. The aggregate stock-based compensation expense, including the quarterly Board grants, recognized by the Company for each of the six months ended June 30, 2017 and 2016 was $0.2 million.

 

Non-controlling Interests

 

As discussed in Note 5, SWK HP had a limited partnership interest in Holmdel. Changes in the carrying amount of the non-controlling interest in the unaudited condensed consolidated balance sheet for the six months ended June 30, 2017, is as follows (in thousands):

 

Balance at December 31, 2016  $3,756 
Add: Income attributable to non-controlling interests   5,204 
Less: Cash distribution to non-controlling interests   (8,960)
Balance at June 30, 2017  $ 

 

13
 

Note 8. Fair Value Measurements

 

The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2    Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets.

 

Level 3 Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources.

 

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels during the six months ended June 30, 2017. 

The fair value of equity method investments is not readily available nor has the Company estimated the fair value of these investments and disclosure is not required. The Company is not aware of any identified events or changes in circumstances that would have a significant adverse effect on the carrying value of any of its equity method investments included in the unaudited condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016.

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.

Securities available for sale 

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.

Marketable Investments and Warrants 

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. 

 

14
 

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 June 30, 2017 (in thousands): 

   Total
Carrying
Value in
Consolidated
Balance
Sheet
   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  $841   $   $   $841 
Marketable investments   4,177    2,667        1,510 
                     
Financial Liabilities:                    
Warrant liability  $201   $   $   $201 

 

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 (in thousands):

 

   Total
Carrying
Value in
Consolidated
Balance
Sheet
   Quoted prices
in active
markets for
identical
assets
or liabilities
(Level 1)
   Significant
other
observable
inputs
(Level 2)
   Significant
unobservable
inputs
(Level 3)
 
Financial Assets:                    
Warrant assets  $1,013   $   $   $1,013 
Marketable investments   2,621    1,057        1,564 
                     
Financial Liabilities:                    
Warrant liability  $189   $   $   $189 

  

The changes on the value of the warrant assets during the six months ended June 30, 2017 were as follows (in thousands):

 

Fair value – December 31, 2016  $1,013 
Issued   635 
Canceled   (205)
Change in fair value   (602)
Fair value – June 30, 2017  $841 

  

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:

 

    June 30,     December 31,  
    2017     2016  
Dividend rate range            
Risk-free rate range     1.9% to 2.2 %     1.9% to 2.3 %
Expected life (years) range     2.3 to 7.0       3.6 to 5.3  
Expected volatility range     88.3% to 92.9 %     87.4% to 94.1 %

 

15
 

The following table presents the financial assets measured at fair value on a nonrecurring basis as of June 30, 2017 and December 31, 2016 (in thousands):

 

   Total
Carrying
Value in
Consolidated
Balance
Sheet
   Quoted prices
in active
markets for
identical
assets
or liabilities
(Level 1)
   Significant
other
observable
inputs
(Level 2)
   Significant
unobservable
inputs
(Level 3)
 
June 30, 2017                    
Impaired loans  $3,092   $   $   $3,092 
December 31, 2016                    
Impaired loans  $3,338   $   $   $3,338 

 

There were no liabilities measured at fair value on a nonrecurring basis as of June 30, 2017 and December 31, 2016.

 

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 unconsolidated entity. 

As of June 30, 2017 (in thousands):

 

   Carry Value   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Cash and cash equivalents  $36,435   $36,435   $36,435   $   $ 
Finance receivables   139,210    139,210            139,210 
Marketable investments   4,177    4,177    2,667        1,510 
Warrant assets   841    841            841 
                          
Financial Liabilities                         
Warrant liability  $201   $201   $   $   $201 

 

As of December 31, 2016 (in thousands): 

 

   Carry Value   Fair Value   Level 1   Level 2   Level 3 
Financial Assets                         
Cash and cash equivalents  $32,182   $32,182   $32,182   $   $ 
Finance receivables   126,366    126,366            126,366 
Marketable investments   2, 621    2,621    1,057        1,564 
Warrant assets   1,013    1,013            1,013 
                          
Financial Liabilities                         
Warrant liability  $189   $189   $   $   $189 

 

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Note 9. Subsequent Events

Imprimis Pharmaceuticals, Inc.

 

On July 19, 2017, the Company entered into a credit agreement pursuant to which the Company provided to Imprimis Pharmaceuticals, Inc. (“Imprimis”) a term loan in the maximum principal amount of $16.0 million. The Company funded $9.7 million of the transaction and syndicated the balance to other parties. The loan matures on July 19, 2022, or if certain revenue requirements are not met, July 19, 2021.

 

The loan bears interest at the greater of (a) three-month LIBOR and (b) 1.5 percent, plus a margin of 10.5 percent, payable in cash, quarterly in arrears, beginning on August 14, 2017.

 

In connection with the loan, the Company also received a warrant to purchase 252,467 shares of Imprimis common stock, with a strike price of $3.08.  

 

CeloNova BioSciences, Inc.

 

On July 31, 2017, the Company entered into a credit agreement pursuant to which the Company provided to CeloNova BioSciences, Inc. (“CeloNova”) a term loan in the maximum principal amount of $25.0 million. $15 million of the term loan was funded at closing, of which the Company funded $7.5 million and a partner funded the balance. CeloNova can draw the second $10 million tranche during the 15-month period post-closing upon hitting certain capital raising and revenue performance metrics; SWK is obligated to fund $5 million of the second tranche. The term loan matures on July 31, 2021.

 

The loan bears interest at the greater of (a) three-month LIBOR and (b) 2.0 percent, plus a margin of 8.5 percent, payable in cash, monthly in arrears, plus a monthly accrual of principal of 2.5 percent per annum, beginning on September 1, 2017.

 

In connection with the loan, at closing the Company received a 10-year warrant to purchase up to 0.625 percent of CeloNova common stock, with a strike price of $0.01. The number of shares issuable to the Company increases to 1.0 percent of CeloNova common stock upon SWK advancing of the second tranche of the term loan. The value of the warrant is subject to reduction in certain circumstances.

 

Opiant Pharmaceuticals, Inc.

 

As a result of the net sales of Narcan® achieving $25 million in two consecutive quarters as outlined in the royalty purchase agreement, the Company funded the contingent portion of the purchase price of $3.75 million to Opiant Pharmaceuticals, Inc. on August 8, 2017.

 

Hooper Holmes, Inc.

 

On August 8, 2017, the Company extended an additional $2.0 million term loan (the “August 2017 Term Loan”) to the existing credit facility with Hooper Holmes. The August 2017 Term Loan will bear interest at the same rate as the existing credit facility and is due on February 1, 2018. The August 2017 Term Loan carries a 7 percent exit fee if it is repaid by November 30, 2017, which increases to 14 percent if repaid thereafter.

 

In connection with the August 2017 Term Loan, the Company also received a warrant to purchase 450,000 shares of Hooper Holmes common stock, with a strike price of $0.80.

 

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, 2016 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.

 

Overview

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”) and tailor our financial solutions to the needs of our business partners. Our business partners are primarily engaged in selling products that directly or indirectly cure diseases and/or improve people’s or animals’ wellness, or they receive royalties paid on the sales of such products. For example, our biotechnology and pharmaceutical business partners manufacture medication that directly treats disease states, whereas our life science tools partners sell a wide variety of research instrumentation to help other companies conduct research into disease states.

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.

 

In our portfolio we seek to achieve attractive risk-adjusted current yields and opportunities with the potential for equity-like returns with protection that credit provides.

 

The majority of our transactions are structured similarly to factoring transactions whereby we provide capital in exchange for an interest in an existing revenue stream. We do not anticipate providing capital in situations prior to the commercialization of a product. The existing revenue stream can take several forms, but is most commonly either a royalty derived from the sales of a life science product (1) from the marketing efforts of a third party, such as a royalty paid to an inventor on the sales of a medicine, or (2) from the marketing efforts of a partner company, such as a medical device company that directly sells its own products. Our structured debt investments may include warrants or other features, giving us the potential to realize enhanced returns on a portion of our portfolio. Capital that we provide directly to our partners is generally used for growth and general working capital purposes, as well as for acquisitions or recapitalizations in select cases. We generally fund the full amount of transactions up to $20 million through our working capital. 

In addition, we provide non-discretionary investment advisory services to institutional clients in separately managed accounts to similarly invest in life-science finance. We may seek to raise discretionary capital from similar investors in the future.

In circumstances where a transaction is greater than $20 million, we seek to syndicate amounts in excess of $20 million to our investment advisory clients. In addition, we may participate with investors other than our investment advisory clients. In those instances, we do not expect to earn investment advisory income from the participations of such investors.

We source our investment opportunities through a combination of our senior management’s proprietary relationships within the industry, outbound business development efforts and inbound inquiry from companies, institutions and inventors interested in learning about our capital financing alternatives. Our investment advisory clients generally do not originate investment opportunities for us.

 

18
 

As of August 10, 2017, we have executed 28 transactions, deploying approximately $371 million, across a variety of opportunities. In counting our transactions, we generally consider a series of transactions with one partner company as a single transaction. In eleven of the transactions, we participated alongside other investors; our investment advisory clients co-invested in three of these transactions. The other seventeen transactions were completed solely by SWK. Subsequent to closing on one of the eight transactions, however, we syndicated a portion of the loan to an investment advisory client and then subsequently purchased it back and partnered with another investor on a follow-on round for the same partner company.

 

The table below provides an overview of our outstanding transactions as of June 30, 2017.

    (in thousands, except rate and share data)
Royalty Purchases and        Funded   GAAP       Revenue
Recognized
 
Financings  Licensed Technology  Footnote  Amount   Balance   Rate   YTD   Q2 
Besivance®  Ophthalmic antibiotic  (1)  $6,000   $3,092    N/A   $158   $61 
Tissue Regeneration
Therapeutics
  Umbilical cord banking  (2)   3,250    3,638    N/A    291    141 
Cambia®   NSAID migraine treatment  (3)   8,500    8,078    N/A    573    292 
Secured Royalty Financing (Marketable Security)  Women’s health  (4)   3,000    1,510    11.5%        
Forfivo XL®   Depressive disorder treatment      6,000    5,506    N/A    650    281 
Narcan®   Opioid overdose treatment  (5)   13,750    14,049    N/A    1,428    754 

 

 

             Maturity   GAAP       Revenue
Recognized
 
Term Loans  Type  Footnote  Principal   Date   Balance   Rate   YTD   Q2 
B&D Dental Corporation  First Lien  (6)  $8,117    12/10/18   $8,117    13.5%  $   $ 
B&D Dental Corporation     First Lien Equipment Loan  (6)   82    03/28/17    82    16.3%   4    4 
ABT Molecular Imaging   Second Lien Royalty  (7)   10,000    10/08/21    10,923    N/A         
ABT Molecular Imaging  First Lien  (7)   4,883    06/30/16    4,883    6.5%   120    74 
DxTerity Diagnostics  First Lien  (8)   7,500    04/06/21    7,471    13.5%   533    278 
Hooper Holmes, Inc.  First Lien  (9)       04/17/18        15%   1,251    983 
Hooper Holmes, Inc.  First Lien  (9)   6,500    05/11/21    5,801    13.5%   161    161 
Hooper Holmes, Inc.  Revolving  (9)   2,000    05/11/21    2,000    13.5%   23    23 
Soluble Systems LLC  First Lien  (10)   14,253    05/30/20    14,253    13.3%   908    493 
Keystone Dental, Inc.  First Lien  (11)   20,000    05/20/21    19,853    13.0%   1,393    714 
Thermedx, LLC  First Lien  (12)   2,500    05/05/21    2,834    N/A    261    133 
Tenex Health, Inc.  First Lien  (13)   6,000    06/30/21    5,996    12.0%   429    218 
Parnell Pharmaceuticals  First Lien  (14)   13,500    11/22/20    14,217    13.0%   1,650    841 
OraMetrix, Inc.  First Lien  (15)   8,500    12/15/21    8,417    12.0%   557    283 

 

       Funded   GAAP   Revenue
Recognized
 
Other  Footnote   Amount   Balance   YTD   Q2 
Holmdel Pharmaceuticals, LP   (16)   $6,000   $   $10,539   $335 
Cancer Genetics (Common Stock)            2,611    N/A    N/A 
Hooper Holmes, Inc. (Common Stock)            56    N/A    N/A 

 

19
 
       Number of   Exercise
Price per
   GAAP   Change in
Fair Value
 
Warrants to Purchase Stock  Footnote   Shares   Share   Balance   YTD   Q2 
Tribute Pharmaceuticals Canada, Inc.   (17)    1,843,016   $Various   $110   $(598)  $(133)
B&D Dental Corporation   (6)    225    0.01             
ABT Molecular Imaging        5,000,000    0.20             
DxTerity Diagnostics        300,481    2.08             
Hooper Holmes, Inc.   (9)    1,317,289    0.84    731    (5)   5 
Soluble Systems LLC        1,209,068    0.99             
Keystone Dental, Inc.   (11)    793,651    1.26             
Tenex Health, Inc.        2,693,878    0.37             
OraMetrix, Inc.        690,496    0.62             

 

   Revenue 
   Assets   YTD   Q2 
Total Finance Receivables  $139,210   $10,390   $5,734 
Total Marketable Securities   4,177         
Total Net Investment in Unconsolidated Entity       10,539    335 
Fair Value of Warrant Assets   841         
Total Assets/Revenues  $144,228    20,929   $6,069 

 
(1) Effective 2.4 percent royalty on sales of Besivance. A $1,659 allowance for credit loss was recognized in 2016.
(2) Milestone payment of $1,250 was paid in October 2014, when royalty payments achieved a certain threshold.
(3) Only one remaining contingent earnout of $250 remains as of June 30, 2017.
(4) Purchased $3,000 of a total $100,000 aggregate amount. Notes are secured by certain royalty and milestone payments associated with the sales of pharmaceutical products. An other-than-temporary impairment charge of $1,252 was recognized during 2016, and $138 of accrued interest was written off in 2016.
(5) Milestone payment of $3,750 was paid on August 7, 2017, when royalty payments achieved a certain threshold.
(6) In the aggregate, executed eight amendments to the loan to advance additional $2,189 since 2014. B&D is evaluating strategic alternatives for the business. Should B&D achieve EBITDA threshold for the year ending December 31, 2017, the exercise price of the warrants will be amended to $4 per share.
(7) December 2015 synthetic royalty payment to us was blocked by first lien lender; we purchased senior first lien credit facility at par in February 2016. Interest is being paid current on the first lien credit facility; first lien credit facility maturity date has not been extended. Executed ten amendments as of August 10, 2017 to advance $5.0 million since June of 2016. We are currently working with ABT and its advisors to complete a strategic transaction.
(8) Given strong underlying business fundamentals, facility was amended on December 16, 2016 to fund $2,500. SWK received additional warrants for this accommodation.
(9) Agreed to merge with Provant Health Solutions LLC (“Provant”). SWK amended and restated the facility to $6,500 as part of the transaction. Interest rate decreased to 13.5 percent at closing of the merger. SWK required Hooper to raise $3,500 of new equity capital as part of the transaction. As part of the new facility, SWK provided a $2,000 seasonal working capital facility, which is guaranteed by Century Focused Fund III, LP, Provant’s primary equity holder. SWK also agreed to provide a $2,000 six-month bridge loan commencing August 8, 2017. SWK received an aggregate incremental 1,223,810 warrants as inducement for the new loan and bridge commitment.
(10) Executed amendment in May 2017 to provide for up to $1.5 million in a subsequent term loan draw that was matched by an additional $1.5 million of new subordinated insider capital.
(11) Met aggregate revenue and capital raise thresholds, and as a result, subsequent term loan of $2,500 was funded and subsequent warrant for 99,206 shares was received on January 18, 2017.
(12) Funded $2,500 on May 5, 2016. $1,000 unfunded commitment remains as of June 30, 2017.
(13) Funded $6,000 on July 1, 2016. A $3,000 unfunded commitment remains as of June 30, 2017.
(14) On November 22, 2016, SWK and other non-SWK affiliated lenders provided a term loan in the principal amount of $20,000. SWK provided $13,500 and other non-SWK affiliated lenders provided $6,500. SWK serves as the agent under the credit agreement.
(15) Funded $8,500 on December 15, 2016.
(16) On February 23, 2017, Holmdel sold substantially all of its assets, and SWK received net proceeds of approximately $8.0 million from the transaction.
(17) Repaid on February 5, 2016. Warrants are exercisable into shares of Aralez Pharmaceuticals.

 

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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, 2016, filed with the SEC on March 17, 2017. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the six months ended June 30, 2017, compared to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.

  

Recent Accounting Pronouncements

 

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

Comparison of the Three Months Ended June 30, 2017 and 2016 

Revenues

 

We generated revenues of $6.1 million for the three months ended June 30, 2017, driven primarily by $5.7 million in interest and fees earned on our finance receivables. We generated revenues of $8.6 million for the three months ended June 30, 2016, driven primarily by $6.5 million in interest and fees earned on our finance receivables, and $2.1 million in income related to our investment in an unconsolidated partnership. The primary reason for the decrease in revenue is related to our investment in an unconsolidated entity, which on February 23, 2017 sold its U.S. marketing rights to its underlying intellectual property (Please refer to Part I. Financial Information, Item 1. Financial Statements, Note 5 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on the Holmdel transaction). The slight decrease in interest and fees earned on our finance receivables was primarily due to the payoff of two loans during the three months ended June 30, 2016, which was offset by interest and fees earned on subsequent new financings.

 

Provision for Credit losses and Impairment Expense

 

We did not recognize any provision for credit losses or security impairment expenses during the three months ended June 30, 2017.  We recognized security impairment expense during the three months ended June 30, 2016 on debt and equity securities of $0.7 million and $0.6 million, respectively, to reflect the securities at their fair market values as of June 30, 2016. Also, during the three months ended June 30, 2016, we recognized an allowance for credit loss on a royalty purchase and impairment expense for a loan write off of $1.7 million and $5.3 million, respectively.

 

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 $0.9 million for the three months ended June 30, 2017 from $0.8 million for the three months ended June 30, 2016, which was due to an increase in compensation-related expenses for additional employees hired in 2017.

  

Other Income (Expense), Net

 

 Other income (expense), net for the three months ended June 30, 2017 reflected a net fair market value loss of $0.1 million on our warrant derivatives. Other expense for the three months ended June 30, 2016, reflected a net fair market value gain of $0.5 million on our warrant derivatives.

 

21
 

Income Tax Expense

 

We recognized $1.4 million of deferred income tax expense for the three months ended June 30, 2017. No deferred income tax expense was recognized for the three months ended June 30, 2016.

 

Comparison of the Six Months Ended June 30, 2017 and 2016 

 

We generated revenues of $20.9 million for the six months ended June 30, 2017, driven primarily by $10.4 million in interest and fees earned on our finance receivables and $10.5 million in income related to our investment in an unconsolidated partnership. We generated revenues of $13.8 million for the six months ended June 30, 2016, driven primarily by $10.0 million in interest and fees earned on our finance receivables, and $3.8 million in income related to our investment in an unconsolidated partnership. The increase in revenue is primarily driven by the net proceeds received related to our investment in an unconsolidated entity, which on February 23, 2017 sold its U.S. marketing rights to its underlying intellectual property. Please refer to Part I. Financial Information, Item 1. Financial Statements, Note 5 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on the Holmdel transaction.

 

Provision for Credit Losses and Impairment Expense

 

We did not recognize any provision for credit losses or security impairment expenses for the six months ended June 30, 2017. We recognized security impairment expense during the six months ended June 30, 2016 on debt and equity securities of $0.7 million and $0.9 million, respectively, to reflect the securities at their fair market values as of June 30, 2016. Also, during the six months ended June 30, 2016, we recorded an impairment expense for a loan write-off of $5.3 million, and we recognized an allowance for credit loss on a royalty purchase of $1.7 million.  

 

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 decreased to $1.6 million for the six months ended June 30, 2017 from $1.7 million for the six months ended June 30, 2016, which was primarily due to a decrease in due-diligence related legal expenses, partially offset by an increase in compensation-related expenses for additional employees hired in 2017.

Other Income (Expense), Net

 

 Other income (expense), net for the six months ended June 30, 2017 reflected a net fair market value loss of $0.6 million on our warrant derivatives and a $0.2 million realized gain on the sale of available-for-sale equity securities. Other expense for the six months ended June 30, 2016, reflected a net fair market value gain of $0.4 million on our warrant derivatives.

 

Income Tax Expense

We have incurred net operating losses on a consolidated basis for all years from inception through 2012. Accordingly, we have historically recorded a valuation for the full amount of gross deferred tax assets, as the future realization of the tax benefit was not “currently more likely than not.” We believe that it is more likely than not that we will be able to realize approximately $33.4 million benefit of the U.S. federal and state deferred tax assets in the future.

As of June 30, 2017, we had NOLs for federal income tax purposes of $404.0 million. The federal NOL carryforwards, if not offset against future income, will expire by 2032, with the majority expiring by 2021. We recognized $5.1 million of deferred income tax expense for the six months ended June 30, 2017. No income tax expense was recognized for the six months ended June 30, 2016. We also had federal research credit carryforwards of $2.7 million. The federal research credits will expire by 2029.

Liquidity and Capital Resources 

As of June 30, 2017, we had $36.4 million in cash and cash equivalents, compared to $32.2 million in cash and cash equivalents as of December 31, 2016. The primary driver of the net increase in our cash balance was the net proceeds of $8.6 million received related to our investment in an unconsolidated entity and cash generated by our operations, partially offset by our investments in our partner companies.

 

22
 

Our ability to generate cash in the future depends primarily upon our success in implementing our business model of generating income by providing capital to a broad range of life science companies, institutions and inventors. We generate income primarily from three 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; and,

3. to a lesser extent, realize capital appreciation from equity-related investments in the life science sector.

As of June 30, 2017, our portfolio contains $139.2 million of finance receivables and $4.2 million of marketable investments. We expect these assets to generate positive cash flows in 2017. 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, we may not be able to generate positive cash flow above what our existing assets will produce in 2017.

We may borrow funds to make investments to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities. We currently do not have access to a credit facility or other forms of 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 customers’ 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 customer defaults and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

As of June 30, 2017, the Company had unfunded commitments of $8.6 million. Of the total $8.6 million, $0.3 million is potentially payable to the seller of the Cambia® royalty. A milestone payment of $3.8 million was paid to the seller of the Narcan royalty on August 8, 2017 (please refer to Part I. Financial Information, Item 1. Financial Statements, Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements). There are no additional earnout payments contracted to be paid by us to any of our partner companies. As of June 30, 2017, our unfunded commitments were as follows (in millions):

 

Cambia®  $0.3 
Narcan®   3.8 
Tenex Health, Inc.   3.0 
Thermedx, LLC   1.0 
Soluble Systems LLC   0.5 
Total Unfunded Commitments  $8.6 

 

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.

23
 

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 

During the six months ended June 30, 2017, our cash and cash equivalents were deposited in accounts at well capitalized financial institutions. The fair value of our cash and cash equivalents at June 30, 2017 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 portfolio of products.

 

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 six months ended June 30, 2017 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  

 

24
 

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, 2016, filed with the SEC on March 17, 2017. With the exception of the below paragraph, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

The interest rates of many of our term loans to partner companies are priced using a spread over LIBOR

 

LIBOR, the London interbank offered rate, is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extend to partner companies such that the interest due to us pursuant to a term loan extended to a partner company is calculated using LIBOR. Most of our term loan agreements with partner companies contain a stated minimum value for LIBOR.

 

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.  It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities. The future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the credit agreements with our partner companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

 

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

 

None.

 

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

 

Number Exhibit Description         Filing   Filed
    Form   Exhibit   Date   Herewith
                 
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.INS+ XBRL Instance             X
                 
101.SCH+ XBRL Taxonomy Extension Schema             X
                 
101.CAL+     XBRL Taxonomy Extension Calculation             X
                 
101.DEF+ XBRL Taxonomy Extension Definition             X
                 
101.LAB+ XBRL Taxonomy Extension Labels             X
                 
101.PRE+ XBRL Taxonomy Extension Presentation             X
                 

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

 

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

 

26
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 10, 2017.

  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)
27