UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the Quarterly Period Ended March 31, 2025
OR
Commission File Number: 001-39184
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(Registrant’s Telephone Number, Including Area Code): (972 ) 687-7250
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer o | Accelerated Filer o | Smaller Reporting Company | Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of May 7, 2025, there were 12,269,614 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.
SWK Holdings Corporation
Form 10-Q
Quarter Ended March 31, 2025
Table of Contents
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | |||||||
FORWARD-LOOKING STATEMENTS
In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions, and include, but are not limited to, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Words such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “should,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially (both favorably and unfavorably) from those expressed or forecasted in the forward-looking statements.
These risks and uncertainties include, but are not limited to, those described in Item 1A, “Risk Factors,” those described in Item 1A. "Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, 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)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Interest, accounts receivable and other receivables, net | |||||||||||
| Assets held for sale, net (Note 4) | |||||||||||
| Finance receivables and related interest receivable held for sale (Note 4) | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Finance receivables, net of allowance for credit losses of $ | |||||||||||
| Collateral on foreign currency forward contract | |||||||||||
| Marketable investments | |||||||||||
| Deferred tax assets, net | |||||||||||
| Warrant assets | |||||||||||
| Property and equipment, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity: | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Liabilities held for sale (Note 4) | |||||||||||
| Deferred income | |||||||||||
| Total current liabilities | |||||||||||
| Unsecured senior notes, net | |||||||||||
| Revolving credit facility | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 7) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
1
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues: | |||||||||||
| Finance receivable interest income, including fees | $ | $ | |||||||||
| Pharmaceutical development | |||||||||||
| Other | |||||||||||
| Total revenues | |||||||||||
| Costs and expenses: | |||||||||||
| Provision (benefit) for credit losses | ( | ||||||||||
| Interest expense | |||||||||||
| Pharmaceutical manufacturing, research and development expense | |||||||||||
| Depreciation and amortization expense | |||||||||||
| General and administrative expense | |||||||||||
| Income from operations | |||||||||||
| Other income (expense), net | |||||||||||
| Unrealized net loss on warrants | ( | ( | |||||||||
| Net loss on exercise and cancellation of warrants | ( | ||||||||||
| Loss on sale of assets | ( | ||||||||||
| Net loss on marketable investments | ( | ( | |||||||||
| Realized gain on early payment of finance receivable | |||||||||||
| Loss on revaluation of finance receivables held for sale | ( | ||||||||||
| Realized and unrealized foreign currency transaction gains | |||||||||||
| Income before income tax expense | |||||||||||
| Income tax expense | |||||||||||
| Net income | $ | $ | |||||||||
| Net income per share | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average shares outstanding | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
2
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
Balances at December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||
| Issuance of restricted common stock | — | — | — | — | |||||||||||||||||||||||||
| Repurchases of common stock in open market | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | ( | ||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
Balances at December 31, 2023 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||
| Issuance of restricted common stock | — | — | — | — | |||||||||||||||||||||||||
| Forfeiture of unvested restricted stock | ( | — | — | — | — | ||||||||||||||||||||||||
| Repurchases of common stock in open market | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
Balances at March 31, 2024 | ( | ||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
3
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Provision (benefit) for credit losses | ( | ||||||||||
| Right-of-use amortization and cease use costs | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Deferred income taxes, net | |||||||||||
| Unrealized net loss on warrants | |||||||||||
| Net loss from exercise and cancellation of warrants | |||||||||||
| Loss from sale of assets | |||||||||||
| Loss on revaluation of finance receivables held for sale | |||||||||||
| Foreign currency transaction (gain) loss | ( | ||||||||||
| Loss on marketable investments | |||||||||||
| Loan discount amortization and fee accretion | ( | ( | |||||||||
| Interest paid-in-kind | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Interest, accounts receivable and other receivables | ( | ( | |||||||||
| Foreign currency forward contract | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable, accrued expenses, and other non-current liabilities | ( | ( | |||||||||
| Deferred income | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Sale of marketable investments | |||||||||||
| Investment in finance receivables | ( | ( | |||||||||
| Repayment of finance receivables | |||||||||||
| Corporate debt securities principal payments | |||||||||||
| Purchases of property and equipment | ( | ||||||||||
| Net cash provided by investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Net payments on credit facility | ( | ( | |||||||||
| Repurchases of common stock, including fees and expenses | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental non-cash investing and financing activities: | |||||||||||
| Transfer of finance receivables and related interest receivable to held for sale | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Fair value of warrants received with investment in finance receivables | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
4
SWK HOLDINGS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. SWK Holdings Corporation and Summary of Significant Accounting Policies
Nature of Operations
SWK Holdings Corporation (the “Company,” “we,” or “us”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, we commenced a strategy of building a specialty finance and asset management business. In August 2019, we commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. Our operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” We evaluate and invest in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (collectively, “life sciences”). We allocate capital to each segment in order to generate income through the sales of life science products by third parties and related earned income sources. The Company is headquartered in Dallas, Texas, and as of March 31, 2025, the Company had 26 full-time employees.
The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset.
As of May 7, 2025, the Company and its partners have executed transactions with 58 different parties under its specialty finance strategy, funding an aggregate of $853.1 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.
During 2019, we commenced our Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). As of March 13, 2025 the Company changed the name of Enteris to MOD3 Pharma ("MOD3"). MOD3 is a clinical development and manufacturing organization providing development services to pharmaceutical partners. MOD3 seeks to generate income by providing customers pharmaceutical development, formulation and manufacturing services.
With an effective date of April 21, 2023, we entered into a collaboration agreement with a strategic partner under which we would be the exclusive provider of certain contract development and manufacturing organization ("CDMO") services to its customers. Fee revenue generated as a result of this agreement is presented as pharmaceutical development revenue on the unaudited condensed consolidated statements of income and is accounted for in accordance with our revenue recognition policy as described under Revenue Recognition below.
Basis of Presentation and Principles of Consolidation
The Company owns interests in various partnerships and limited liability companies, or LLCs. The Company consolidates its investments in these partnerships or LLCs where the Company, as the general partner or managing member, exercises effective control. Even though the Company’s ownership may be less than 50%, the related governing agreements provide the Company with broad powers, and the other parties do not participate in the management of the entities and do not effectively have the ability to remove the Company. The Company has reviewed each of the underlying agreements to determine if it has effective control. If circumstances change and it is determined this control does not exist, any such investment would be recorded using the equity method of accounting. Although this would change individual line items within the Company’s consolidated financial statements, it would have no effect on its operations and/or total stockholders’ equity attributable to the Company.
Reclassification of Prior Period Amounts
Certain prior period financial information has been reclassified to conform to current period presentation.
5
Unaudited Interim Financial Information
The unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31, 2025. 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, 2024, filed with the SEC on March 20, 2025.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition; stock-based compensation; valuation of interest and accounts receivable; allowance for credit losses; valuation or impairment of long-lived assets; property and equipment; intangible assets; valuation of warrants and other investments; income taxes; and contingencies and litigation, among others. Some of these judgments can be subjective and complex, and consequently, actual results may differ from these estimates. The Company’s estimates often are based on complex judgments, probabilities and assumptions that it believes to be reasonable but that are inherently uncertain and unpredictable. For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are reasonable.
The Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause changes to those estimates and assumptions. Market conditions, such as illiquid credit markets, health crises such as the COVID-19 global pandemic, volatile equity markets, and economic downturns, can increase the uncertainty already inherent in the Company’s estimates and assumptions. The Company adjusts its estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in our consolidated financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
Segment Information
The Company earns revenues from its two U.S.-based business segments: its specialty finance and asset management business offering customized financing solutions to a broad range of life-sciences companies, and its business offering clinical development and manufacturing services to pharmaceutical partners.
Revenue Recognition
The Company’s Pharmaceutical Development segment enters into collaboration and licensing agreements with strategic partners, under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products.
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred income in the Company’s consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred income. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred income, net of current portion.
Intangible Assets
As of March 31, 2025 and December 31, 2024, net book value of intangible assets of $0.2 no amortization expense related to intangible assets during the three months ended March 31, 2025. Amortization expense related to intangible assets was $0.3 million for the three months ended March 31, 2024.
Research and Development
Research and development expenses include the costs associated with internal research and development and research and development conducted for the Company by third parties. These costs primarily consist of salaries, pre-clinical and clinical trials, outside consultants, and supplies. All research and development costs discussed above are expensed as incurred. Third-party expenses reimbursed under research and development contracts, which are not refundable, are recorded as a reduction to pharmaceutical manufacturing research and development expense in the unaudited condensed consolidated statements of income.
6
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The standard is intended to provide greater transparency in various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses." The ASU enhances disclosures related to income statement expenses to further disaggregate expenses in the footnotes to the consolidated financial statements. The standard requires disaggregation of any relevant expense caption presented on the face of the income statement that contains the following expense categories: purchases of inventory, employee compensation, depreciation (including amortization of leasehold improvements), intangible asset amortization, and depletion expense. Further, the standard requires disclosure of the total amount and the entity's definition of selling expenses. The ASU is effective for fiscal years beginning with its annual financial statements for the year ended December 31, 2027. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
7
Note 2. Net Income Per Share
Basic net income per share is computed using the weighted-average number of outstanding shares of common stock. Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock, and when dilutive, shares of common stock issuable upon exercise of options and warrants deemed outstanding using the treasury stock method.
The following table shows the computation of basic and diluted net income per share for the following periods (in thousands, except per share amounts):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator: | |||||||||||
| Net income | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted-average shares outstanding | |||||||||||
| Effect of dilutive securities | |||||||||||
| Weighted-average diluted shares | |||||||||||
| Basic net income per share | $ | $ | |||||||||
| Diluted net income per share | $ | $ | |||||||||
For the three months ended March 31, 2025 and 2024, outstanding options to purchase shares of common stock in an aggregate of approximately 38,000 and 47,000 , respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive.
8
Note 3. Finance Receivables
Finance receivables
Finance receivables exclusive of finance receivables held for sale ("Finance Receivables"), are reported at their determined principal balances net of any unearned income, cumulative write offs charged against the allowance for credit losses, and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method. For details on Finance receivables held for sale see Note 4.
The carrying values of finance receivables were as follows (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
Term loans | $ | $ | |||||||||
Royalty purchases | |||||||||||
Total before allowance for credit losses | |||||||||||
Allowance for credit losses | ( | ( | |||||||||
Total carrying value | $ | $ | |||||||||
Allowance for Credit Losses
The allowance for credit losses ("ACL") is management's estimate of the amount of expected credit losses over the life of the loan portfolio, or the amount of amortized cost basis not expected to be collected, at the balance sheet date. This estimate encompasses information about historical events, current conditions and reasonable and supportable economic forecasts. Determining the amount of the ACL is complex and requires extensive judgment by management about matters that are inherently uncertain. Given the current level of economic uncertainty, the complexity of the ACL estimate and level of management judgment required, we believe it is possible that the ACL estimate could change, potentially materially, in future periods. Changes in the ACL may result from changes in current economic conditions, our economic forecast, and circumstances not currently known to us that may impact the financial condition and operations of our borrowers, among other factors.
Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics. For finance receivables that do not share similar risk characteristics with other finance receivables, expected credit losses are estimated on an individual basis. Expected credit losses are estimated over the contractual terms of the finance receivables, adjusted for expected prepayments and unfunded commitments, generally excluding extensions and modifications. The loan portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses.
The reserve for unfunded commitments is estimated using the same reserve or coverage rates calculated on collectively evaluated loans following the application of a funding rate to the amount of the unfunded commitment. The funding rate represents management's estimate of the amount of the current unfunded commitment that will be funded over the remaining contractual life of the commitment and is based on historical data. As of March 31, 2025 and December 31, 2024, the Company had a $0.1
Allowance for Credit Losses
During the three months ended June 30, 2024, the Company revised its methodology for calculating the allowance for credit losses to be more directly tied to the individual risk ratings, as determined by management, of finance receivables. This resulted in a re-allocation of the existing allowance and did not have a material impact on the total allowance for credit losses amount. Previously, the Company's quarterly assessment of the allowance included two portfolio pools: Term Loans and Royalties. After the change in methodology these pools are further broken down into individual risk ratings applied to each investment to allow for a more precise method for calculating the allowance for credit losses.
The following table details the changes in the allowance for credit losses by Term Loans and Royalties (in thousands):
9
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Term Loans | Royalties | Total | Term Loans | Royalties | Total | |||||||||||||||||||||||||||||||||
| Allowance at beginning of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Provision (benefit) for credit losses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Write offs | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Allowance at end of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Non-Accrual Finance Receivables
The Company originates finance receivables to companies primarily in the life sciences sector. This concentration of credit exposes the Company to a higher degree of risk associated with this sector.
On a quarterly basis, the Company evaluates the carrying value of its finance receivables. Recognition of income is suspended, and the finance receivable is placed on non-accrual status when management determines that collection of future income is not probable. This evaluation is generally based on delinquency information, an assessment of the borrower’s financial condition and the adequacy of collateral, if any. The Company would generally place term loans on nonaccrual status when the full and timely collection of interest or principal becomes uncertain and they are 90 days past due for interest or principal, unless the term loan is both well-secured and in the process of collection. When placed on nonaccrual, the Company would reverse any accrued unpaid interest receivable against interest income and amortization of any net deferred fees is suspended. Generally, the Company would return a term loan to accrual status when all delinquent interest and principal become current under the terms of the credit agreement.
The following table presents nonaccrual and performing finance receivables by portfolio pool, net of allowance for credit losses (in thousands) as of:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Nonaccrual | Performing | Total | Nonaccrual | Performing | Total | ||||||||||||||||||||||||||||||
| Term loans | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Royalty purchases | |||||||||||||||||||||||||||||||||||
| Total before allowance for credit losses | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Allowance for credit losses | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Total carrying value | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
As of March 31, 2025, the Company had three finance receivables in nonaccrual status: (1) the Flowonix Medical, Inc. (“Flowonix”) royalty, with a carrying value of $7.4 million; (2) the Best ABT, Inc. (“Best”) royalty, with a carrying value of $2.3 million; and (3) the Ideal Implant, Inc. (“Ideal”) royalty, with a carrying value of $3.0 million. The Company collected $2.2 million and $0.7 million on its nonaccrual finance receivables for the three months ended March 31, 2025 and 2024, respectively.
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
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. In certain circumstances, the Company may place a finance receivable on nonaccrual status but conclude it is not impaired. The Company may retain independent third-party valuations on such nonaccrual positions to support impairment decisions. On an ongoing basis, the Company monitors the performance of modified loans to their restructured terms.
10
Credit Quality of Finance Receivables
The Company evaluates all finance receivables on a quarterly basis and assigns a risk rating based upon management’s assessment of the borrower’s ability and likelihood of repayment. The assessment is subjective and based on multiple factors, including but not limited to, financial strength of borrowers and operating results of the underlying business. The credit risk analysis and rating assignment is performed quarterly in conjunction with the Company's assessment of its allowance for credit losses. The Company uses the following definitions for its risk ratings for Term Loans:
1: Borrower performing well below Company expectations, and the borrower's ability to raise sufficient capital to operate its business or repay debt is highly in question. Finance receivables rated a 1 are on non-accrual and are at an elevated risk for principal impairment.
2: Borrower performing below plan, and the loan-to-value is generally worse than at the time of underwriting. Borrower has limited access to additional capital to operate its business. Finance receivables rated a 2 are generally on non-accrual, and while no loss of impairment is anticipated, there is potential for future principal impairment.
3: Borrower performing in-line-to-modestly below Company expectations, and loan-to-value is similar to slightly worse than at the time of underwriting. Borrower has demonstrated access to capital markets.
4: Borrower performing in-line-to-modestly above Company expectations and loan-to-value similar or modestly better than underwriting case. Borrower has demonstrated access to capital markets.
5: Borrower performing in excess of Company expectations, and loan-to-value is better than at time of origination.
The Company uses an internal credit rating system which rates each Royalty on a color scale of Green to Red, with Green typically indicative of a Royalty that is exceeding base underwritten case, Yellow indicates a royalty is performing in-line with underwritten plan, and Red reflective of underperformance relative to plan. Royalties rated as Red are generally classified as non-accrual.
The following table summarizes the gross carrying value of Finance Receivables by origination year, grouped by risk rating (in thousands):
| March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | ||||||||||||||||||||||||||||||||||||||
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||
| 5 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 4 | ||||||||||||||||||||||||||||||||||||||||||||
| 3 | ||||||||||||||||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||||||||||||||
| Subtotal - Term Loans | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Royalties | ||||||||||||||||||||||||||||||||||||||||||||
| Red | ||||||||||||||||||||||||||||||||||||||||||||
| Subtotal - Royalties | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total Finance Receivables, gross | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
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| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total | ||||||||||||||||||||||||||||||||||||||
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||
| 5 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 4 | ||||||||||||||||||||||||||||||||||||||||||||
| 3 | ||||||||||||||||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||||||||||||||
| 1 | ||||||||||||||||||||||||||||||||||||||||||||
| Subtotal - Term Loans | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Royalties | ||||||||||||||||||||||||||||||||||||||||||||
| Green | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Yellow | ||||||||||||||||||||||||||||||||||||||||||||
| Red | ||||||||||||||||||||||||||||||||||||||||||||
| Subtotal - Royalties | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total Finance Receivables, gross | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
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Note 4. Assets Held For Sale
Finance receivables held for sale
The Company generally holds its finance receivables as long-term investments, however, the Company occasionally classifies some of its finance receivables as held for sale. Finance receivables held for sale are recorded at the lower of fair value or amortized cost. On the date of transfer into the held for sale category, any previously recorded allowance for credit losses is reversed in earnings and the finance receivables are recorded at amortized cost. If the amortized cost basis exceeds the finance receivables’ carrying value on the date of transfer, a valuation allowance is established equal to the difference between amortized cost basis and fair value. Deferred fees and costs related to finance receivables held for sale are deferred upon transfer to the held for sale category and are included in the carrying value of finance receivables held for sale on the consolidated balance sheets. The Company recognizes the full amount of deferred fees and costs at the time of sale as a component of the gain or loss on sale.
On March 19, 2025, the Company entered into a definitive agreement with Soleus Capital (“Soleus”) for the sale of the majority of its finance receivables segment royalty portfolio for approximately $34.0 million in cash ("the Transaction"), which approximated the fair value of the finance receivables held for sale as of March 31, 2025. At that time, the amortized cost basis of the royalty portfolio was $37.7 million, inclusive of interest receivables of $2.3 million. As a result of the Transaction, the Company performed a lower-of-cost-or-market analysis in the aggregate resulting in a loss of $3.7 million which is included in the "Loss on revaluation of finance receivables" caption on the Company's unaudited condensed consolidated statements of income for the three months ended March 31, 2025. The transaction closed subsequent to March 31, 2025 on April 10, 2025. In conjunction with the closing, the Company's Board of Directors declared a special cash dividend of $4.00 per share, payable to all holders of record of the Company’s common stock as of April 24, 2025, with a payment date of May 8, 2025.
During neither the three months ended March 31, 2025, there was not a strategic shift for the Company, and accordingly, the finance receivable segment does not meet the criteria to be classified as a discontinued operation. The following table shows the net income before taxes for finance receivables and related interest receivable held for sale (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net income before taxes | $ | $ | ||||||||||||
MOD3 Exclusive Option and Asset Purchase Agreement
With an effective date of January 1, 2024, the Company entered into an Option and Asset Purchase Agreement with a strategic partner on March 14, 2024, which granted the strategic partner an exclusive option to acquire certain of MOD3 assets related to its business of providing CDMO services to third parties, subject to certain exclusions. The strategic partner must exercise the Option by or before January 1, 2026. In exchange for the exclusive purchase option the partner is to provide consideration in the form of an "option fee" and "guaranteed revenue payments."
The option fee is broken into two components: A low-single digit million fee due within 30 business days of executing the agreement; and should the option not be exercised by the first anniversary of the effective date, an additional low-single digit million fee will be due at that time. The first option fee was paid in April 2024 and the second option fee was paid in February 2025. Option fee payments will be included in deferred income until the earlier of term expiration or exercise of the purchase option. Should the partner exercise the purchase option, any option fee payments made will be applied towards the purchase price.
The guaranteed revenue payments include two components: A mid-single digit million guaranteed revenue payment in 2024 and a mid-single digit million guaranteed revenue payment in 2025. The revenue is to be derived by the partner under an existing collaboration agreement, and the partner is to pay the difference should the minimum amount not be met each year. Each year's guaranteed revenue amount is to be paid in two installments semi-annually each year. Should revenue exceed the 2024 or 2025 guaranteed revenue amounts after receiving a difference payment in the first half of the year, we must repay the partner the amount of such overpayment. There was no
13
As the Company expects the strategic partner to exercise the Option within 12 months from December 31, 2024, certain assets and liabilities of the MOD3 business were classified as held for sale as of December 31, 2024. The assets and liabilities held for sale represent the major operating assets and liabilities of the MOD3 business (i.e. the majority of the Pharmaceutical Development segment) and as such, when the Option is exercised, this segment of the business will no longer exist and only the specialty finance business will remain. The decision to enter into the Option and Asset Purchase Agreement was made to align with the overall strategy to focus on the specialty finance business.
The following table summarizes the assets and liabilities held for sale:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Assets: | ||||||||||||||
| Inventory | $ | $ | ||||||||||||
| Property & equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets held for sale, net | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||
| Accounts payable & accrued liabilities | $ | $ | ||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities held for sale | $ | $ | ||||||||||||
During neither the three months ended March 31, 2025 nor the year ended December 31, 2024, there was not a strategic shift for the Company, and accordingly, the Pharmaceutical Development segment does not meet the criteria to be classified as a discontinued operation. As a result, we will continue to report our operational results for the Pharmaceutical Development segment until the sale. The following table shows the net loss before taxes for MOD3 (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net loss before taxes | $ | ( | $ | ( | ||||||||||
Note 5. Marketable Investments
Investments in corporate debt and equity securities consist of the following (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Corporate debt securities | $ | $ | |||||||||
| Equity securities | |||||||||||
| Total marketable investments | $ | $ | |||||||||
The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale debt securities are as follows (in thousands):
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
14
Equity Securities
On June 30, 2024, the Company exercised its right to purchase AOTI, Inc ("AOTI") restricted stock. Upon exercise, the Company received 402,634 shares of AOTI restricted stock with a fair value of $0.7 million, or $1.68 per share. The restricted stock can be converted into publicly traded common shares one year after the exercise date.
The following table presents gains and losses on equity securities as prescribed by ASC 321, Investments - Equity Securities (in thousands):
| Three Months Ended March 31, | |||||
| 2025 | |||||
| Unrealized loss on equity securities held at the end of the period | $ | ( | |||
Note 6. Debt
Revolving Credit Facility
On June 28, 2023, the Company entered into a new credit agreement (the “Credit Agreement”) by and among SWK Funding LLC, the Company’s wholly-owned subsidiary (together with the Company, the “Borrower”), the lenders party thereto (“Lenders”), and First Horizon Bank as a Lender and Agent (the “Agent”). The Credit Agreement provides for a revolving credit facility with an initial maximum principal amount of $45.0 million. The Credit Agreement provides that the Company may request one or more incremental increases in an aggregate amount not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the termination of the revolving credit period on June 28, 2026 (the “Commitment Termination Date”). The revolving credit period will be followed by a one-year amortization period, with the final maturity date of the Credit Agreement occurring on June 28, 2027.
The outstanding principal balance of the Credit Agreement will bear interest at a rate per annum equal to the sum of (i) Term Secured Overnight Financing Rate, or SOFR (as defined in the Credit Agreement) plus (ii) 3.75 % at all times prior to the Commitment Termination Date. The outstanding principal balance of the revolving credit facility will bear interest at a rate per annum equal to the sum of (i) Term SOFR (as defined in the Credit Agreement) plus (ii) 4.25 % at all times on and after the Commitment Termination Date. Under the terms of the Credit Agreement, all accrued and unpaid interest shall be due and payable, in arrears, on the first business day of each calendar month.
The Credit Agreement contains customary affirmative and negative covenants, in addition to financial covenants specifying that, as of the end of each calendar month, (i) the consolidated leverage ratio of Borrower will not exceed 1.00 to 1.00, (ii) the consolidated interest coverage ratio of Borrower will not be less than 4.00 to 1.00, (iii) the cash collection rate in relation to Borrower’s portfolio of loan assets will not be less than 4.50 % for such calendar month, (iv) the net charge-off percentage in relation to Borrower’s portfolio of loan assets will not exceed 3.00 % for such calendar month, (v) the weighted average risk rating in relation to Borrower portfolio of loan assets will not be less than 3.00 , and (vi) the Company's cumulative share repurchases will not exceed $5 million in value in any 12-month period. In addition, the Credit Agreement provides that at no time shall the Company permit its consolidated tangible net worth to be less than $145.0 million, or its liquidity (as defined in the Credit Agreement) to be less than $5.0 million. The Credit Agreement also contains events of default customary for such financings, the occurrence of which would permit the Agent and Lenders to accelerate the aggregate principal amount due thereunder.
On October 10, 2023, the Company entered into an amendment to the Credit Agreement pursuant to which Woodforest National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate commitments under the Credit Agreement from $45.0 million to $60.0 million.
On August 29, 2024, the Company entered into an amendment to the Credit Agreement pursuant to which the consolidated interest coverage ratio of Borrower will not be less than 2.00 to 1:00, the net charge-off percentage in relation to Borrower's portfolio of loan assets will not be less than 8 % for such calendar month, and cumulative share repurchases will not exceed $7.0 million in value in any 12-month period.
As of March 31, 2025 there were no amounts outstanding under the Credit Agreement. As of December 31, 2024 there was $6.2 million outstanding under the Credit Agreement. During the three months ended March 31, 2025 and 2024, the Company recognized $0.2 million and $0.3 million, respectively, of interest expense in connection with the Credit Agreement.
15
Senior Notes Due 2027
On October 3, 2023, the Company issued a $30.0 million aggregate principal amount of 9.00 % Senior Notes due 2027 ("2027 Senior Notes" or "Notes”) in a registered underwritten public offering. On October 27, 2023, the underwriter exercised, in full, its over-allotment option by purchasing an additional approximately $3.0 million aggregate principal amount of the 2027 Senior Notes. The interest rates are fixed at 9.00 % per annum and are payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on December 31, 2023, and until maturity. The Notes will mature on January 31, 2027. The total net proceeds from the debt offering, after deducting initial purchase discounts and debt issuance costs, were approximately $30.6 million. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding future acquisitions and investments, repaying indebtedness, making capital expenditures, and funding working capital.
The following table summarizes the outstanding balance of the Notes, net of debt issuance costs (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| 2027 Senior Notes | $ | $ | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Total unsecured senior notes, net | $ | $ | |||||||||
The Company’s future principal obligations for the Notes were as follows (in thousands):
| March 31, 2025 | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| Total unsecured senior notes principal | $ | ||||
The Company may redeem the Notes for cash in whole or in part at any time (i) on or after September 30, 2025 (the “First Call Date”) and prior to September 30, 2026, at a price equal to the sum of 102 % of their principal amount, and (ii) on or after September 30, 2026 at a price equal to the sum of 100 % of their principal amount, plus (in each case noted above) accrued and unpaid interest to, but excluding, the date of redemption. At any time prior to the First Call Date, the Company may, at its option, redeem the Notes for cash, in whole at any time or in part from time to time at a redemption price equal to (i) 100 % of the principal amount of Notes redeemed, plus (ii) a Make-Whole Amount (as defined in the Indenture), plus (iii) accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. Additionally, upon the occurrence of a Triggering Event (as defined in the Indenture), holders of the Notes will have the right to require the Company to make an offer to repurchase all or any portion of their Notes for cash at a purchase price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.
16
Note 7. Commitments and Contingencies
Lease Obligations
All the Company’s material leases are operating leases. Right-of-use ("ROU") assets related to operating leases are included on the unaudited condensed consolidated balance sheets in other non-current assets. Operating lease cost is recognized over the lease term on a straight-line basis and is recorded within general and administrative expenses on the unaudited condensed consolidated statements of income. In March of 2023, the Company entered into a new lease for office space in Dallas, Texas on Sherry Lane. The Company’s corporate office space in Dallas, Texas totals approximately 4,450 square feet.
The MOD3 headquarters is located in Boonton, New Jersey, where MOD3 leases approximately 32,000 square feet of space. The office lease expires in December 2029 with an option to renew for an additional five years .
The components of lease cost were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating lease cost | $ | $ | |||||||||
| Variable lease cost | |||||||||||
| Total lease cost | $ | $ | |||||||||
Future minimum rent on the Company's operating leases was as follows as of March 31, 2025 (in thousands):
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total future lease payments | $ | ||||
(1) As of March 31, 2025, total future lease payments exclude $ | |||||
Unfunded Commitments
Per the terms of the royalty purchase or credit agreements, unfunded commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified date or period of time, and in the case of loan transactions, are subject to being advanced as long as an event of default does not exist. As of March 31, 2025, the Company had $7.5 million of unfunded commitments.
Litigation
The Company is involved in, or has been involved in, arbitrations or various other legal proceedings that arise from the normal course of its business. The ultimate outcome of any litigation is uncertain, and either unfavorable or favorable outcomes could have a material impact on the Company’s results of operations, balance sheets and cash flows due to defense costs, and divert management resources. The Company cannot predict the timing or outcome of these claims and other proceedings. As of March 31, 2025, the Company is not involved in any arbitration and/or other legal proceeding that it expects to have a material effect on its business, financial condition, results of operations and cash flows.
Indemnification
As permitted by Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving in such capacity, or in other capacities at the Company’s request. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any such amounts. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is insignificant. Accordingly, the Company had no liabilities recorded for these agreements as of March 31, 2025 and December 31, 2024.
17
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.
The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
Cash and cash equivalents
The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
Finance Receivables
Finance receivables are measured at amortized cost, which approximates fair value. The fair value of finance receivables is estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the finance receivables. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. These receivables are classified as Level 3. Finance receivables are not measured at fair value on a recurring basis, but estimates of fair value are reflected below.
Finance Receivables held for sale
Finance receivable held for sale are measured at fair value on a nonrecurring basis and evaluated using executed purchase agreements or letters of intent. The fair value is determined using a lower-of-cost-or-market analysis of finance receivables held for sale in the aggregate. These receivables are classified as Level 3 and estimates of fair value are reflected below.
Marketable Investments
If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities are classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities are classified as Level 2. If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities are classified as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market data such as relevant benchmark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.
Derivative Instruments
For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1. For non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3.
18
The Company uses a foreign currency forward contract to manage the impact of fluctuations in foreign currency denominated cash flows expected to be received from one of its royalty finance receivables denominated in a foreign currency. The foreign currency forward contract is not designated as a hedging instrument, and changes in fair value are recognized in earnings. The foreign currency forward contract was recorded in other non-current assets in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 and totaled to $2.1 2.5 million, respectively. The Company recognized a loss of $0.4 million and a gain of $0.9 million due to changes in fair value related to its foreign currency forward contract during the three months ended March 31, 2025 and 2024, respectively.
The following table presents financial assets measured at fair value on a recurring basis as of March 31, 2025 (in thousands):
| Total Carrying Value in Consolidated Balance Sheets | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||
| Warrant assets | $ | $ | $ | $ | |||||||||||||||||||
| Marketable investments | |||||||||||||||||||||||
| Foreign currency forward contract | |||||||||||||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 (in thousands):
| Total Carrying Value in Consolidated Balance Sheets | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||
| Warrant assets | $ | $ | $ | $ | |||||||||||||||||||
| Marketable investments | |||||||||||||||||||||||
| Foreign currency forward contract | |||||||||||||||||||||||
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | |||||||||||||
| Fair value - December 31, 2024 | $ | Fair value - December 31, 2023 | $ | |||||||||||
| Issued | Issued | |||||||||||||
| Exercised | Exercised | ( | ||||||||||||
| Change in fair value | ( | Change in fair value | ( | |||||||||||
| Gain on foreign currency transactions | Loss on foreign currency transactions | ( | ||||||||||||
Fair value - March 31, 2025 | $ | Fair value - March 31, 2024 | $ | |||||||||||
19
The Company holds warrants issued to the Company in conjunction with certain term loan investments. These warrants meet the definition of a derivative and are included in the unaudited condensed consolidated balance sheets. The fair values for warrants outstanding, which do not have a readily determinable value, are measured using the Black-Scholes option pricing model. The following ranges of assumptions were used in the models to determine fair value:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Dividend rate range | |||||||||||
| Risk-free rate range | |||||||||||
| Expected life (years) range | |||||||||||
| Expected volatility range | |||||||||||
The warrant assets are valued using a market approach and include significant unobservable inputs such as risk-free rate, expected life, and expected volatility. As of March 31, 2025 the risk-free rate range weighted average was 4.1 %, and had a median of 4.0 %. As of December 31, 2024, the risk-free rate range weighted average was 4.4 %, and had a median of 4.4 %. As of March 31, 2025 the expected life range weighted average was 5.7 years, and had a median of 4.4 years. As of December 31, 2024 the expected life range weighted average was 5.8 years, and had a median of 4.3 years. As of March 31, 2025 the expected volatility range weighted average was 67 %, and had a median of 88.0 %. As of December 31, 2024 the expected volatility range weighted average was 65.6 %, and median of 104.3 %.
As of March 31, 2025 and December 31, 2024, the Company had three one loan, BIOLASE, that was deemed to be impaired based on reduction in carrying value in prior periods. The following table presents the royalties and the loan measured at amortized cost using the effective interest method, which approximates fair value, on a nonrecurring basis as of March 31, 2025 and December 31, 2024 (in thousands):
| Total Carrying Value in Consolidated Balance Sheets | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
There were no
The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments measured at fair value on a recurring and non-recurring basis.
The following table presents the fair value of financial assets as of March 31, 2025 (in thousands):
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||
| Finance receivables, net | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Finance receivables and related interest receivable held for sale (1) | |||||||||||||||||||||||||||||
| Marketable investments | |||||||||||||||||||||||||||||
| Warrant assets | |||||||||||||||||||||||||||||
| Foreign currency forward contract | |||||||||||||||||||||||||||||
(1) Non-recurring valuation as of March 19, 2025 | |||||||||||||||||||||||||||||
20
The following table presents the fair value of financial assets and liabilities as of year ended December 31, 2024 (in thousands):
| Carrying Value | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||
| Finance receivables, net | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Marketable investments | |||||||||||||||||||||||||||||
| Warrant assets | |||||||||||||||||||||||||||||
| Foreign currency forward contract | |||||||||||||||||||||||||||||
Note 9. Revenue Recognition
The Company's Pharmaceutical Development segment recognizes revenues received from contracts with its customers by revenue source, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow. The Company's Finance Receivables segment does not have any revenues received from contracts with customers.
The following table provides the contract revenue recognized by revenue source (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Pharmaceutical Development Segment | |||||||||||
| Pharmaceutical Development | |||||||||||
| Total contract revenue | $ | $ | |||||||||
The Company's contract liabilities represent advance consideration received from customers and are recognized as revenue when the related performance obligation is satisfied.
The Company’s contract liabilities are presented as deferred income and are included in accounts payable and accrued liabilities in the consolidated balance sheets (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Pharmaceutical Development Segment | |||||||||||
| Beginning balance | $ | $ | |||||||||
| Income recognized | ( | ||||||||||
| Additions to deferred income | |||||||||||
| Ending balance | $ | $ | |||||||||
Note 10. Segment Information
Selected financial and descriptive information is required to be provided about reportable operating segments, considering a “management approach” concept as the basis for identifying reportable segments. The management approach is based on the way that management organizes the segments within the Company for making operating decisions, allocating resources, and assessing performance. Consequently, the segments are evident from the structure of the Company’s internal organization, focusing on financial information that the Company’s CEO uses to make decisions about the Company’s operating matters.
As described in Note 1, SWK Holdings Corporation and Summary of Significant Accounting Policies, the Company has determined it has two reportable segments: Finance Receivables and Pharmaceutical Development, and each are individually managed and provide separate services. Revenues by segment represent revenues earned on the services offered within each segment. The Company does not report assets by reportable segment, nor does the Company report results by geographic region, as these metrics are not used by the Company’s chief executive officer in assessing performance or allocating resources to the segments.
Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes. Management uses this measure of profit (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment. The Company does not report assets by reportable segment, as this metric is not used by the Company's CEO in assessing performance or allocating resources to the segments.
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The following tables present financial information for the Company's reportable segments for the periods indicated (in thousands):
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Finance Receivables | Pharmaceutical Development and Other | Holding Company and Other | Consolidated | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Benefit from credit losses | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Pharmaceutical manufacturing, research and development expense | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Finance Receivables | Pharmaceutical Development and Other | Holding Company and Other | Consolidated | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Pharmaceutical manufacturing, research and development expense | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Other expense, net | ( | ( | |||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
The following table presents total assets for the Company's reportable segments for the periods indicated (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Total Assets | |||||||||||
| Finance receivables | $ | $ | |||||||||
| Pharmaceutical development and other | |||||||||||
| Holdings Company and other | |||||||||||
| Total | $ | $ | |||||||||
22
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, 2024 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.
Overview
We have organized our operations into two segments: Finance Receivables and Pharmaceutical Development. These segments reflect the way the Company evaluates its business performance and manages its operations. Please refer to Item 1. Financial Statements, Note 9 of the notes to the unaudited condensed consolidated financial statements for further information regarding segment information.
23
Finance Receivables Portfolio Overview
The table below provides an overview of our outstanding finance receivables transactions as of and for the three months ended March 31, 2025 (in thousands, except rate, share and per share data):
| Revenue Recognized | ||||||||||||||||||||||||||
| Royalty Purchases | Licensed Technology | Funded Amount | GAAP Balance | Year-to-Date | ||||||||||||||||||||||
Besivance® (1) | Ophthalmic antibiotic | $ | 6,000 | $ | — | $ | 2 | |||||||||||||||||||
Forfivo XL® (7) | Depressive disorder treatment | 6,000 | 1,110 | 506 | ||||||||||||||||||||||
Coflex®/Kybella® (7) | Spinal stenosis/submental fullness | 4,350 | 2,702 | 48 | ||||||||||||||||||||||
Cambia® (4) (7) | NSAID migraine treatment | 8,500 | — | 98 | ||||||||||||||||||||||
Duo Royalty (7) | Japanese Women's health/cystic fibrosis | 15,353 | 10,083 | 591 | ||||||||||||||||||||||
Immune Globulin (7) | Immune Globulin Therapeutics | 14,100 | 10,452 | 443 | ||||||||||||||||||||||
Relief (7) | Rare Disease Portfolio | 7,701 | 7,331 | 336 | ||||||||||||||||||||||
Best ABT, Inc.(2), (3) | Oncology diagnosis | 5,784 | 2,347 | — | ||||||||||||||||||||||
Flowonix Medical, Inc.(2), (3), (5) | Drug delivery device | 12,455 | 7,433 | — | ||||||||||||||||||||||
Ideal Implant, Inc.(2), (3) | Aesthetics | 4,025 | 3,039 | — | ||||||||||||||||||||||
Iluvien® (8) | Diabetic macular edema | 16,501 | — | 519 | ||||||||||||||||||||||
| Revenue Recognized | ||||||||||||||||||||||||||||||||||||||
| Term Loans | Type | Maturity Date | Principal | GAAP Balance | Rate | Year-to-Date | ||||||||||||||||||||||||||||||||
| 4Web, Inc. | First lien | 06/30/25 | $ | 20,336 | $ | 23,238 | 12.8% | $ | 944 | |||||||||||||||||||||||||||||
| AOTI, Inc. | First lien | 03/21/27 | 8,478 | 8,674 | 11.2% | 342 | ||||||||||||||||||||||||||||||||
| Elutia, Inc. | First lien | 08/10/27 | 21,045 | 24,351 | 12.0% | 891 | ||||||||||||||||||||||||||||||||
| Biotricity, Inc. | First lien | 02/15/27 | 14,446 | 14,876 | 11.5% | 675 | ||||||||||||||||||||||||||||||||
| CDMO Manufacturer | First lien | 09/13/27 | 5,000 | 5,368 | 13.3% | 195 | ||||||||||||||||||||||||||||||||
| eTon Pharmaceuticals, Inc. | First lien | 12/17/27 | 30,000 | 29,148 | 12.1% | 1,102 | ||||||||||||||||||||||||||||||||
| Journey Medical Corporation | First lien | 12/27/27 | 25,000 | 25,068 | 12.8% | 901 | ||||||||||||||||||||||||||||||||
| MedMinder Systems, Inc. | First lien | 08/18/28 | 22,500 | 22,825 | 12.3% | 774 | ||||||||||||||||||||||||||||||||
MolecuLight, Inc.(8) | First lien | 12/29/27 | — | — | 12.8% | 27 | ||||||||||||||||||||||||||||||||
| Nicoya Lifesciences, Inc. | First lien | 11/30/26 | 6,000 | 6,191 | 12.8% | 248 | ||||||||||||||||||||||||||||||||
| NeoLight, LLC | First lien | 02/15/26 | 5,186 | 5,499 | 13.5% | 243 | ||||||||||||||||||||||||||||||||
| Shield Therapeutics, Plc | First lien | 09/28/28 | 20,000 | 19,777 | 14.3% | 820 | ||||||||||||||||||||||||||||||||
| SKNV | First lien | 11/15/28 | 15,997 | 16,385 | 12.0% | 494 | ||||||||||||||||||||||||||||||||
| Triple Ring | First lien | 12/06/28 | 8,000 | 7,967 | 12.0% | 278 | ||||||||||||||||||||||||||||||||
| ImpediMed | First lien | 02/05/30 | 10,000 | 9,675 | 13.8% | 235 | ||||||||||||||||||||||||||||||||
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| Loss Recognized | ||||||||||||||||||||||||||
| Marketable Investments | Number of Shares | Funded Amount | GAAP Balance | Year-to-Date | ||||||||||||||||||||||
Secured Royalty Financing (Marketable Investment) (2), (3) | N/A | $ | 3,000 | $ | 13 | $ | — | |||||||||||||||||||
AOTI Common Stock (6) | 402,634 | N/A | $ | 442 | $ | (105) | ||||||||||||||||||||
| Change in Fair Value | ||||||||||||||||||||||||||
| Warrants to Purchase Stock | Number of Shares | Exercise Price per Share ($) | GAAP Balance | Year-to-Date | ||||||||||||||||||||||
| 4Web, Inc. | TBD | $ | — | $ | — | $ | — | |||||||||||||||||||
| ImpediMed | 12,491,870 | 0.05 | 169 | (134) | ||||||||||||||||||||||
| Aziyo Biologics, Inc. Tranche 1 | 157,895 | 6.65 | 196 | (157) | ||||||||||||||||||||||
| Aziyo Biologics, Inc. Tranche 2 | 30,075 | 6.65 | 37 | (30) | ||||||||||||||||||||||
| Biotricity, Inc. Tranche 1 | 57,356 | 37.56 | 2 | — | ||||||||||||||||||||||
| Biotricity, Inc. Tranche 2 | 600,000 | 0.50 | 196 | 33 | ||||||||||||||||||||||
| CDMO Manufacturer | 211,442 | 1.42 | — | — | ||||||||||||||||||||||
| DxTerity Diagnostics, Inc. | 2,019,231 | — | — | — | ||||||||||||||||||||||
| Epica International, Inc. | TBD | — | — | — | ||||||||||||||||||||||
| Eton Pharmaceuticals, Inc. Tranche 1 | 51,239 | 5.86 | 403 | (21) | ||||||||||||||||||||||
| Eton Pharmaceuticals, Inc. Tranche 2 | 18,141 | 6.62 | 141 | (7) | ||||||||||||||||||||||
| Eton Pharmaceuticals, Inc. Tranche 3 | 289,736 | 5.32 | 2,922 | (86) | ||||||||||||||||||||||
| Shield Warrant | 8,910,540 | 0.14 | 179 | (22) | ||||||||||||||||||||||
| MedMinder, System, Inc. Tranche 1 | 57,859 | 10.37 | — | — | ||||||||||||||||||||||
| MedMinder Systems, Inc. Tranche 2 | 14,465 | 10.37 | — | — | ||||||||||||||||||||||
| Neolight, LLC | 52,524 | 7.62 | — | — | ||||||||||||||||||||||
| MolecuLight, Inc. | TBD | — | — | — | ||||||||||||||||||||||
| Revenue Recognized | ||||||||||||||
| Assets | Year-to-Date | |||||||||||||
| Total finance receivables, gross | $ | 231,861 | $ | 8,688 | ||||||||||
| Total finance receivables and related interest receivable held for sale | 33,990 | 2,024 | ||||||||||||
| Total marketable investments | 455 | — | ||||||||||||
| Total fair value of warrant assets | 4,245 | — | ||||||||||||
| Total | $ | 270,551 | $ | 10,712 | ||||||||||
| (1) | US royalty was paid off continues to receive insignificant royalties on international sales. | ||||
| (2) | Investment considered partially impaired. | ||||
| (3) | Investment on non-accrual. | ||||
| (4) | Investment was paid off and SWK continues to receive royalties on actual sales. | ||||
| (5) | Flowonix Medical assets were sold to a medical device company in a prior period. In exchange for releasing its lien, SWK received cash at close and is expected to receive royalties on sales of two products. | ||||
| (6) | AOTI warrants exercised and converted to shares. | ||||
| (7) | As of March 31, 2025 these royalties are included in finance receivables held for sale | ||||
| (8) | Investment was paid off during the three months ended March 31, 2025 | ||||
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.
25
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. We believe there have been no new critical accounting policies or material changes to our existing critical accounting policies and estimates during the three months ended March 31, 2025, compared to those discussed in our Annual Report.
Recent Accounting Pronouncements
Refer to Part I. Financial Information, Item 1. Financial Statements, Note 1 of the notes to the unaudited condensed consolidated financial statements for a listing of recent accounting pronouncements and their potential impact to our consolidated financial statements.
Comparison of the three months ended March 31, 2025 and 2024 (in millions)
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | Change $ | |||||||||||||||
| Revenues | $ | 11.8 | $ | 11.4 | $ | 0.4 | |||||||||||
| Provision (benefit) for credit losses | (1.5) | 5.3 | (6.8) | ||||||||||||||
| Interest expense | 1.1 | 1.3 | (0.2) | ||||||||||||||
| Pharmaceutical manufacturing, research and development expense | 0.8 | 0.5 | 0.3 | ||||||||||||||
| Depreciation and amortization expense | — | 0.5 | (0.5) | ||||||||||||||
| General and administrative expense | 3.3 | 2.7 | 0.6 | ||||||||||||||
| Other income (expense), net | (2.3) | (0.4) | (1.9) | ||||||||||||||
| Income tax expense | 1.3 | 0.2 | 1.1 | ||||||||||||||
| Net income | 4.5 | 0.5 | 4.0 | ||||||||||||||
Revenues
Revenues increased to $11.8 million for the three months ended March 31, 2025 from $11.4 million for the three months ended March 31, 2024. The $0.4 million increase in revenue for the three months ended March 31, 2025 was primarily due to a $0.3 million decrease in Finance Receivables segment revenue and a $0.7 million increase in Pharmaceutical Development segment revenue. The increase in Pharmaceutical development revenues was due to the collaboration agreement with a strategic partner.
Provision (benefit) for Credit Losses
Our provision for credit losses is established through charges or credits to income in the form of the provision in order to bring our allowance for credit losses for loans and unfunded commitments to a level deemed appropriate by management. We recognized a net benefit for credit losses of $1.5 million during the three months ended March 31, 2025 and a net provision of $5.3 million during three months ended March 31, 2024. The benefit was primarily due to a release of the allowance for credit losses associated with finance receivables held for sale, compared to the same period in the prior year in which there was additional provision recognized on certain receivables.
Interest Expense
Interest expense consists mostly of interest accrued on our revolving line of credit, 9.00% Senior Notes due 2027, unused line of credit and maintenance fees, as well as amortization of debt issuance costs. Interest expense remained flat compared for for the three months ended March 31, 2025 as compared to the same period in the previous period.
Pharmaceutical Manufacturing, Research and Development Expense
Pharmaceutical manufacturing, research and development expense remained consistent for the three months ended March 31, 2025 as compared to the same period in the previous year resulting in an immaterial change in total expense.
Depreciation and Amortization Expense
The $0.5 million decrease in depreciation and amortization expense for the three months ended March 31, 2025 primarily consisted of a decrease in amortization expense related to no longer amortizing intangible assets related to the Cara license as the intangible assets were fully impaired.
26
General and Administrative Expense
General and administrative expenses consist primarily of compensation; stock-based compensation and related costs for management, staff and Board; legal and audit expenses; and corporate governance expenses. General and administrative expenses increased by $0.6 million for the three months ended March 31, 2025 as compared to 2024. The increase is primarily due to increased compensation costs as well as legal costs associated with the Company's royalty sale.
Other Income (Expense), Net
Other income (expense), net decreased to an expense of $2.3 million for the three months ended March 31, 2025 from other expense, net of $0.4 million for the three months ended March 31, 2024. The $1.9 million decrease primarily relates to the loss on revaluation of finance receivables and related interest receivable held for sale, offset by a gain on the early payoff of the Iluvien royalty.
Income Tax Expense
During the three months ended March 31, 2025 we recognized $1.3 million of income tax expense, for the three months ended March 31, 2024 we recognized an income tax expense of $0.2 million. Income tax expense increased period over period due to an increase in net income compared to the previous period.
27
Liquidity and Capital Resources
As of March 31, 2025, we had $29.8 million in cash and cash equivalents, compared to $5.9 million as of December 31, 2024. The primary driver of the $23.9 million increase in our cash balance was primarily related to interest fees and principal and royalty payments received on finance receivables. The increase in cash and cash equivalents was partially offset by investment funding, net of deferred fees and origination expenses, net payments of our credit facility, payments for payroll and benefits expense, payments on accounts payable, and share repurchases.
We entered into a $45.0 million revolving credit facility in June 2023 with First Horizon Bank. The Credit Agreement provides for one or more incremental increases not to exceed $80.0 million, subject to the consent of the Agent and each Lender, at any time prior to the Commitment Termination Date. On October 10, 2023, the Company entered into a First Amendment to Credit Agreement pursuant to which Woodforest National Bank was added as a lender under the Credit Agreement for an aggregate commitment of $15.0 million, thereby increasing the aggregate commitments under the Credit Agreement from $45.0 million to $60.0 million. As of March 31, 2025, there was no outstanding amount under the new Credit Agreement, and $55.0 million was available for borrowing. The $60.0 million Credit Agreement contains a $5.0 million liquidity covenant, bringing the total amount available for borrowing to $55.0 million.
Driver of Cash Flow
Our ability to generate cash in the future depends primarily upon our success in implementing our Finance Receivables business model of generating income by providing capital to a broad range of life science companies, institutions and inventors, as well as the success of our Pharmaceutical Development segment. We generate income primarily from four sources:
1.Primarily owning or financing through debt investments, royalties generated by the sales of life science products and related intellectual property;
2.Receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector;
3.Pharmaceutical development, manufacturing, and licensing activities; and
4.To a lesser extent, realizing capital appreciation from equity-related investments in the life science sector.
As of March 31, 2025, our finance receivables portfolio contains $223.1 million of net finance receivables and $0.5 million of marketable investments. We expect these assets to generate positive cash flows in 2025. We continuously monitor the short and long-term financial position of our finance receivables portfolio. In addition, the majority of our finance receivables portfolio are debt instruments that carry floating interest rates. Changes in interest rates, including the levels of the underlying reference rates may affect the interest income for debt instruments with floating rates. We believe we are well positioned to benefit should market interest rates rise in the future.
We continue to evaluate multiple attractive opportunities that, if consummated, we believe would similarly generate additional income. Since the timing of any investment is difficult to predict, our Finance Receivables segment may not be able to generate positive cash flow above what our existing assets are expected to produce in 2025. We do not assume any near-term repayments from borrowers, and as a result, no assurances can be given that actual results would not differ materially from the statement above.
Off-Balance Sheet Arrangements
In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage partner companies’ requests for funding and take the form of loan commitments and lines of credit.
The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the partner company defaults, and the value of any existing collateral becomes worthless. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.
As of March 31, 2025, we had $7.5 million in unfunded commitments. Please refer to Item 1., Financial Statements, Note 7 of the notes to the unaudited condensed consolidated financial statements for further information regarding the Company’s commitments and contingencies.
28
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the three months ended March 31, 2025, our cash and cash equivalents were deposited in accounts at well capitalized financial institutions. The fair value of our cash and cash equivalents at March 31, 2025 approximated its carrying value.
Investment and Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flow.
As we seek to provide capital to a broad range of life science companies, institutions and investors with the majority of our finance receivables portfolio paying interest based on floating interest rates with a reference rate floor, our net investment income is dependent, in part, upon the difference between the rate at which we earn on our cash and cash equivalents and the rate at which we lend those funds to third parties. As a result, we are subject to risks relating to changes in market interest rates. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations by providing capital at variable interest rates. We do not currently engage in any interest rate hedging activities. We constantly monitor our portfolio and position our portfolio to respond appropriately to a reduction in credit rating of any of our investments.
We entered into a revolving credit facility. As we borrow funds to make additional investments, our income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we are subject to risks relating to changes in market interest rates. In periods of rising interest rates when we have debt outstanding, our cost of funds would increase, which could reduce our income, especially to the extent we continue to hold fixed rate investments. We generally seek to mitigate this risk by pricing our debt investments with floating interest rates to maintain the spread of our portfolio over the cost of leverage. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations, which we have not done. Adverse developments resulting from changes in interest rates or hedging transactions could have a materially adverse effect on our business, financial condition and results of operations. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our investment income, net of borrowing expenses.
Inflation
Certain of our partner companies may be impacted by inflation. If such partner companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our partner companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce carrying value of our net assets.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There have been no changes during the three months ended March 31, 2025 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
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, 2024, filed with the SEC on March 20, 2025. There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On May 31, 2022, the Board authorized a share repurchase program under which the Company was authorized to repurchase up to $10.0 million of the Company’s outstanding shares of common stock. The previous repurchase periods under this program were July 1, 2022 through May 15, 2023 and May 16, 2023 through May 15, 2024 (the "Prior Repurchase Programs").
On May 16, 2024, the Company announced that the Board had authorized the Company to repurchase up to $10.0 million of the Company’s outstanding shares of common stock from time-to-time until May 16, 2025, through a trading plan established in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act (the “Current Repurchase Program”). The actual timing, number and value of shares repurchased under the Current Repurchase Program will depend on several factors, including the constraints specified in the Rule 10b5-1 trading plan, price, and general market conditions. There is no guarantee as to the exact number of shares that will be repurchased under the Current Repurchase Program. Our Board may also suspend or discontinue the Current Repurchase Program at any time, in its sole discretion. The purchase period for the Current Repurchase Program is May 16, 2024 through May 16, 2025.
The table below summarizes information about our purchases of common stock during the three months ended March 31, 2025 (dollar amounts in thousands, except per share data):
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan | ||||||||||||||||||||||
January 1, 2025 - January 31, 2025 | 17,010 | $ | 16.28 | 17,010 | $ | 5,103 | ||||||||||||||||||||
February 1, 2025 - February 28, 2025 | 16,095 | 16.91 | 16,095 | $ | 4,831 | |||||||||||||||||||||
March 1, 2025 - March 31, 2025 | 19,232 | 16.55 | 19,232 | $ | 4,512 | |||||||||||||||||||||
| 52,337 | $ | 16.57 | 52,337 | |||||||||||||||||||||||
As of March 31, 2025, the Company has repurchased an aggregate of 845,748 shares under the Prior Repurchase Programs and Current Repurchase Program at a total cost of $14.3 million, or $16.96 per share. As of March 31, 2025, the maximum dollar value of shares that may yet be purchased under the Current Repurchase Program was approximately $4.5 million shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
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ITEM 5. OTHER INFORMATION
On May 12, 2025, each member of our Board of Directors and each of our officers, including Mr. Jody Staggs and Mr. Adam Rice, entered into amended and restated indemnification agreements with the Company (the “indemnification agreements”). The indemnification agreements provide the Company’s officers and directors with contractual rights to indemnification and, in some cases, expense advancement in any action or proceeding arising out of their respective services as one of the Company's officers or directors, or as a director or officer of any other company or enterprise to which they may provide services at the Company's request.
The foregoing summary of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the indemnification agreements, which are filed with this Quarterly Report on Form 10-Q as Exhibits 10.2 and 10.3 and are incorporated herein by reference.
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ITEM 6. EXHIBITS
| Number | Exhibit Description | Filing | Filed | |||||||||||||||||||||||
| Form | Exhibit | Date | Herewith | |||||||||||||||||||||||
| 3.01 | 8-K | 3.1 | 8/15/22 | |||||||||||||||||||||||
| 3.02 | 8-K | 3.02 | 8/15/22 | |||||||||||||||||||||||
| 10.01 | X | |||||||||||||||||||||||||
| 10.02 | X | |||||||||||||||||||||||||
| 10.03 | X | |||||||||||||||||||||||||
| 31.01 | X | |||||||||||||||||||||||||
| 31.02 | X | |||||||||||||||||||||||||
| 32.01 | X | |||||||||||||||||||||||||
| 32.02 | 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.
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# Exhibits and/or schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplemental copies of any omitted exhibits or schedules to the SEC upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 15, 2025.
| SWK Holdings Corporation | ||||||||
By: | /s/ Joe D. Staggs | |||||||
| Joe D. Staggs | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
By: | /s/ Adam Rice | |||||||
| Adam Rice | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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