UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2022

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

Commission File Number: 001-39184

SWK Holdings Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	77-0435679

(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

14755 Preston Road, Suite 105
Dallas, TX	75254
(Address of Principal Executive Offices)	(Zip Code)

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

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share	SWKH	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights	SWKH	The Nasdaq Stock Market LLC

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

Non-Accelerated Filer x

Smaller Reporting Company x

Emerging Growth Company o

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

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

As of August 3, 2022, there were 12,828,704 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.

SWK Holdings Corporation

Form 10-Q

Quarter Ended June 30, 2022

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets—June 30, 2022 and December 31, 2021	1

	Unaudited Condensed Consolidated Statements of Income —Three and Six Months Ended June 30, 2022 and 2021	2

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity—Three and Six Months Ended June 30, 2022 and 2021	3

	Unaudited Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2022 and 2021	4

	Notes to the Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

	Signatures	29

FORWARD-LOOKING STATEMENTS

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

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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share data)

	June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	55,118		$	42,863
Interest and accounts receivable, net		1,869			1,803
Marketable investments		487			1,034
Other current assets		1,366			1,727
Total current assets		58,840			47,427

Finance receivables, net		174,859			181,553
Marketable investments		98			119
Cost method investment		3,491			3,491
Deferred tax assets, net		19,281			20,539
Warrant assets		2,481			3,419
Intangible assets, net		9,042			9,964
Goodwill		8,404			8,404
Property and equipment, net		6,071			5,779
Other non-current assets		1,858			1,970
Total assets	$	284,425		$	282,665

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	2,776		$	5,087
Revolving credit facility		—			8
Total current liabilities		2,776			5,095

Contingent consideration payable		8,530			8,530
Other non-current liabilities		1,589			1,804
Total liabilities		12,895			15,429

Commitments and contingencies (Note 6)

Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—			—
Common stock, $0.001 par value; 250,000,000 shares authorized; 12,839,118 and 12,836,133 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		13			13
Additional paid-in capital		4,431,970			4,431,719
Accumulated deficit		(4,160,453	)		(4,164,496	)
Total stockholders’ equity		271,530			267,236
Total liabilities and stockholders’ equity	$	284,425		$	282,665

See accompanying notes to the unaudited condensed consolidated financial statements.

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues:
Finance receivable interest income, including fees	$	6,828		$	11,805		$	17,243		$	20,484
Pharmaceutical development		114			10,461			350			10,659
Other		—			—			480			496
Total revenues		6,942			22,266			18,073			31,639
Costs and expenses:
Interest expense		80			94			160			239
Pharmaceutical manufacturing, research and development expense		1,480			1,542			3,381			3,090
Change in fair value of acquisition-related contingent consideration		—			(147	)		—			(147	)
Depreciation and amortization expense		626			811			1,330			2,493
General and administrative		3,018			3,360			6,178			6,245
Income from operations		1,738			16,606			7,024			19,719
Other (expense) income, net
Unrealized net (loss) gain on derivatives		(472	)		609			(1,165	)		892
Unrealized net (loss) gain on equity securities		(519	)		283			(547	)		1,215
Income before income tax expense		747			17,498			5,312			21,826
Income tax expense		182			3,528			1,269			4,467
Net income	$	565		$	13,970		$	4,043		$	17,359
Net income per share
Basic	$	0.04		$	1.09		$	0.32		$	1.36
Diluted	$	0.04		$	1.09		$	0.31		$	1.35
Weighted average shares outstanding
Basic		12,835			12,796			12,833			12,794
Diluted		12,885			12,834			12,882			12,822

See accompanying notes to the unaudited condensed consolidated financial statements.

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)


	Six Months Ended June 30, 2022
											Total
	Common Stock					Additional		Accumulated			Stockholders’
	Shares			Amount		Paid-In Capital		Deficit			Equity
Balances at December 31, 2021		12,836,133			13	$	4,431,719	$	(4,164,496	)	$	267,236
Stock-based compensation		—			—		85		—			85
Issuance of common stock upon vesting of restricted stock		5,495			—		—		—			—
Forfeiture of unvested restricted stock		(6,815	)		—		—		—			—
Net income		—			—		—		3,478			3,478
Balances at March 31, 2022		12,834,813			13		4,431,804		(4,161,018	)		270,799
Stock-based compensation		—			—		166		—			166
Issuance of common stock upon vesting of restricted stock		4,305			—		—		—			—
Net income		—			—		—		565			565
Balances at June 30, 2022		12,839,118		$	13	$	4,431,970	$	(4,160,453	)	$	271,530

	Six Months Ended June 30, 2021
											Total
	Common Stock					Additional		Accumulated			Stockholders’
	Shares			Amount		Paid-In Capital		Deficit			Equity
Balances at December 31, 2020		12,792,586		$	13	$	4,430,924	$	(4,190,425	)	$	240,512
Stock-based compensation		—			—		177		—			177
Issuance of common stock upon vesting of restricted stock		3,021			—		—		—			—
Net income		—			—		—		3,389			3,389
Balances at March 31, 2021		12,795,607			13		4,431,101		(4,187,036	)		244,078
Stock-based compensation		—			—		187		—			187
Issuance of common stock upon vesting of restricted stock		2,940			—		—		—			—
Net income		—			—		—		13,970			13,970
Balances at June 30, 2021		12,798,547		$	13	$	4,431,288	$	(4,173,066	)	$	258,235

See accompanying notes to the unaudited condensed consolidated financial statements.

SWK HOLDINGS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities:
Net income	$	4,043		$	17,359
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt issuance costs		29			93
Deferred income taxes		1,257			4,369
Change in fair value of warrants		1,165			(892	)
Change in fair value of equity securities		547			(1,215	)
Change in fair value of acquisition-related contingent consideration		—			(147	)
Loan discount amortization and fee accretion		(780	)		(1,130	)
Interest income paid-in-kind		(1,599	)		(26	)
Stock-based compensation		251			364
Depreciation and amortization expense		1,330			2,493
Changes in operating assets and liabilities:
Interest and accounts receivable		(66	)		(728	)
Other assets		(256	)		(477	)
Accounts payable and other liabilities		(2,526	)		(813	)
Net cash provided by operating activities		3,395			19,250

Cash flows from investing activities:
Investment in finance receivables		(25,350	)		(20,100	)
Repayment of finance receivables		34,195			22,779
Corporate debt securities principal payments		21			31
Purchases of property and equipment		(111	)		(671	)
Other		113			163
Net cash provided by investing activities		8,868			2,202

Cash flows from financing activities:
Net payments on credit facility		(8	)		(11,758	)
Payment of acquisition-related contingent consideration		—			(6,083	)
Net cash used in financing activities		(8	)		(17,841	)

Net increase in cash and cash equivalents		12,255			3,611
Cash and cash equivalents at beginning of period		42,863			3,008
Cash and cash equivalents at end of period	$	55,118		$	6,619

See accompanying notes to the unaudited condensed consolidated financial statements.

SWK HOLDINGS CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of Operations

SWK Holdings Corporation (the “Company”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, the Company commenced its strategy of building a specialty finance and asset management business. In August 2019, the Company commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. The Company’s operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” The Company allocates capital to each segment in order to generate income through the sales of life science products by third parties. The Company is headquartered in Dallas, Texas, and as of June 30, 2022, the Company had 34 full-time employees.

The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. However, at this time, under current law, the Company does not anticipate that the Finance Receivables and/or Pharmaceutical Development segments will generate sufficient income to permit the Company to utilize all of its NOLs prior to their respective expiration dates. As such, it is possible that the Company might pursue additional strategies that it believes might result in the ability to utilize more of the NOLs.

As of August 3, 2022, the Company and its partners have executed transactions with 46 different parties under its specialty finance strategy, funding an aggregate of $649.6 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property.

During 2019, the Company commenced its Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc. (“Enteris”). Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies, the Peptelligence® platform. Since its founding in 2013, Enteris has advanced multiple internal and external programs leveraging Peptelligence®, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules, in an enteric-coated tablet formulation. Peptelligence® utilizes a unique multifaceted approach to increase the solubility and absorption of peptides and small molecules, addressing the complex challenges regarding solubility and permeability of therapeutics with low oral bioavailability. Peptelligence® is protected by an extensive patent estate that extends until 2036.

Basis of Presentation and Principles of Consolidation

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

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

Unaudited Interim Financial Information

The unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 25, 2022.

Use of Estimates

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

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

Segment Information

The Company earns revenues from its 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 oral therapeutic formulation solutions built around Enteris’ pharmaceutical Peptelligence® platform, which enables the oral delivery of molecules that are typically injected, including peptides and BCS Class II, III, and IV small molecules in an enteric-coated tablet formulation.

Revenue Recognition

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

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

Research and Development

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

Recent Accounting Pronouncements

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which updates the requirements for accounting for credit losses under Accounting Standards Codification 326, eliminates the accounting guidance on troubled debt restructurings for creditors, and enhances creditors’ disclosure requirements related to loan refinancings and restructurings for borrowers experiencing financial difficulty. The ASU also amends the guidance on vintage disclosures to require disclosure of gross write-offs by year of origination. The amendments are effective in periods beginning after December 15, 2022 using either a prospective or modified retrospective transition. Early adoption of certain or all of the amendments is permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU adds an impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of losses. This ASU describes the impairment allowance as a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be measured in a manner similar to current GAAP; however, the amendments in this update require that credit losses be presented as an allowance rather than as a write-down, which will allow an entity the ability to record reversals of credit losses in current period net income. On November 15, 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies. Under ASU 2019-10, the effective date for implementation of CECL for smaller reporting companies was extended to fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently evaluating the new guidance but believes it is likely to incur more upfront losses on its portfolio under the new CECL model.

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

Note 2. Net Income per Share

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net income	$	565	$	13,970	$	4,043	$	17,359

Denominator:
Weighted-average shares outstanding		12,835		12,796		12,833		12,794
Effect of dilutive securities		50		38		49		28
Weighted-average diluted shares		12,885		12,834		12,882		12,822

Basic net income per share	$	0.04	$	1.09	$	0.32	$	1.36
Diluted net income per share	$	0.04	$	1.09	$	0.31	$	1.35

For the three months ended June 30, 2022 and 2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 308,000 and 391,000, respectively, have been excluded from the calculation of diluted net income per share, as such securities were anti-dilutive. For the six months ended June 30, 2022 and 2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 309,000 and 401,000, respectively, have been excluded from the calculation of diluted net income per share, as all such securities were anti-dilutive.

Note 3. Finance Receivables, Net

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

As of June 30, 2022 and December 31, 2021, the Company had a credit loss allowance of $8.4 million. Of the total $8.4 million, $1.2 million and $0.6 million are associated with the Company’s Cambia® and Besivance® royalties, respectively. The remaining $6.6 million is related to the ABT Molecular Imaging, Inc., now known as Best ABT, Inc. (“Best”), second lien term loan that was recognized in order to reflect the Best royalty at its estimated fair value. Approximately $23,000 of cash receipts received from the Company’s Besivance® royalty during the six months ended June 30, 2022 were applied toward the allowance for credit losses.

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

	June 30, 2022			December 31, 2021
Term loans	$	133,004		$	136,312
Royalty purchases		50,220			53,629
Total before allowance for credit losses		183,224			189,941
Allowance for credit losses		(8,365	)		(8,388	)
Total carrying value	$	174,859		$	181,553

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


	June 30, 2022						December 31, 2021
	Nonaccrual		Performing		Total		Nonaccrual		Performing		Total
Term loans	$	9,789	$	123,215	$	133,004	$	18,288	$	118,024	$	136,312
Royalty purchases, net of credit loss allowance		3,127		38,728		41,855		3,362		41,879		45,241
Total carrying value	$	12,916	$	161,943	$	174,859	$	21,650	$	159,903	$	181,553

As of June 30, 2022, the Company had two finance receivables in nonaccrual status: (1) the term loan to Flowonix Medical, Inc. (“Flowonix”), with a net carrying value of $9.8 million and (2) the Best royalty, with a net carrying value of $3.1 million. Although in nonaccrual status, the Flowonix term loan was not considered impaired as of June 30, 2022 and December 31, 2021. The Company collected $0.6 million on its nonaccrual finance receivables during the six months ended June 30, 2022.

Note 4. Marketable Investments

Investments in available-for-sale corporate debt securities and equity securities as of June 30, 2022 and December 31, 2021 consist of the following (in thousands):

Schedule of marketable investments

	June 30, 2022		December 31, 2021
Corporate debt securities	$	98	$	119
Equity securities		487		1,034
Total marketable investments	$	585	$	1,153

The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale corporate debt securities as of June 30, 2022 and December 31, 2021, are as follows (in thousands):

Schedule of marketable investments

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Loss		Fair Value
June 30, 2022	$	98	$	—	$	—	$	98
December 31, 2021	$	119	$	—	$	—	$	119

The following table presents unrealized net (loss) gain on equity securities during the three and six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Unrealized net (loss) gain on equity securities reflected in the unaudited condensed consolidated statements of income	$	(519	)	$	283	$	(547	)	$	1,215

Note 5. Intangible Assets

The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as of June 30, 2022 and December 31, 2021 (in thousands):

Schedule of Intangible Assets

	June 30, 2022						December 31, 2021
	Gross Book Value		Accumulated Amortization		Net Book Value		Gross Book Value		Accumulated Amortization		Net Book Value
Licensing Agreement⁽¹⁾	$	29,400	$	20,680	$	8,720	$	29,400	$	19,780	$	9,620
Trade names and trademarks		210		60		150		210		50		160
Customer relationships		240		68		172		240		56		184
Total intangible assets	$	29,850	$	20,808	$	9,042	$	29,850	$	19,886	$	9,964

⁽¹⁾

Prior to the acquisition, Enteris entered into a non-exclusive commercial license agreement (the “License Agreement”) with Cara Therapeutics, Inc. (“Cara”), for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVA^TM in any indication worldwide, excluding South Korea and Japan. Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory.

Amortization expense related to intangible assets was $0.4 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively. Amortization expense related to intangible assets was $0.9 million and $2.3 million for the six months ended June 30, 2022 and 2021, respectively.

The estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands):

Fiscal Year	Amount
Remainder of 2022	$	851
2023		1,703
2024		1,546
2025		1,076
2026		1,076
Thereafter		2,790
Total	$	9,042

Note 6. Commitments and Contingencies

Contingent Consideration

The Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement. Contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in the estimated fair value recognized in earnings. The estimated fair value of contingent consideration as of June 30, 2022 and December 31, 2021 was $8.5 million. The Company did not recognize a change in the estimated fair value of its contingent consideration during the six months ended June 30, 2022. The Company recognized a $0.1 million gain on the change in fair value of its contingent consideration during the six months ended June 30, 2021.

Unfunded Commitments

As of June 30, 2022, the Company’s unfunded commitments were as follows (in millions):

Schedule of Unfunded Commitments


Trio Healthcare Ltd. Loan	$	1.4
Total unfunded commitments	$	1.4

Unfunded commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified date or period of time per the terms of the royalty purchase or credit agreements, and in the case of loan transactions, are only subject to being advanced as long as an event of default does not exist.

Note 7. Fair Value Measurements

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

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2	Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets.

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

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels during the six months ended June 30, 2022.

The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments, other than investment in affiliates.

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

Cash and cash equivalents

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

Marketable Investments

Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices).

Finance Receivables

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

Contingent Consideration

The Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement.

The fair value measurements of contingent consideration obligations arising from business combinations are classified as Level 3 estimates under the fair value hierarchy as these items have been valued using unobservable inputs. These inputs include: (a) the estimated amount and timing of projected cash flows; (b) the probability of the achievement of the factors on which the contingency is based; and (c) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.

Marketable Investments and Derivative Securities

Marketable Investments

If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities would be classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities would be classified as Level 2. If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities would be classified as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below.

Derivative Securities

For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1. For non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3.

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 (in thousands):

	Total Carrying Value in Consolidated Balance Sheets		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Warrant assets	$	2,481	$	—	$	—	$	2,481
Marketable investments		585		487		—		98

Financial Liabilities
Contingent consideration payable	$	8,530	$	—	$	—	$	8,530

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands):

	Total Carrying Value in Consolidated Balance Sheets		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Warrant assets	$	3,419	$	—	$	—	$	3,419
Marketable investments		1,153		1,034		—		119

Financial Liabilities
Contingent consideration payable	$	8,530	$	—	$	—	$	8,530

The changes in fair value of the warrant assets during the six months ended June 30, 2022 and 2021 were as follows (in thousands):


June 30, 2022				June 30, 2021
Fair value - December 31, 2021	$	3,419		Fair value - December 31, 2020	$	2,972
Issued		227		Issued		—
Canceled		—		Canceled		—
Change in fair value		(1,165	)	Change in fair value		892
Fair value - June 30, 2022	$	2,481		Fair value - June 30, 2021	$	3,864

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

	June 30, 2022		December 31, 2021
Dividend rate range		—		—
Risk-free rate range		2.9% to 3.0%		0.97% to 1.44%
Expected life (years) range		2.1 to 6.7		2.6 to 7.0
Expected volatility range		52.6% to 147.5%		60.2% to 142.0%

As of June 30, 2022 and December 31, 2021, the Company had two royalties, Best and Cambia®, that were deemed to be impaired based on reductions in carrying values in prior periods. The following table presents these royalties measured at fair value on a nonrecurring basis as of June 30, 2022 and December 31, 2021 (in thousands):

	Total Carrying Value in Consolidated Balance Sheets		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2022	$	4,604	$	—	$	—	$	4,604

December 31, 2021	$	5,612	$	—	$	—	$	5,612

There were no liabilities measured at fair value on a nonrecurring basis as of June 30, 2022 and December 31, 2021.

As of June 30, 2022 (in thousands):

	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	55,118	$	55,118	$	55,118	$	—	$	—
Finance receivables		174,859		174,859		—		—		174,859
Marketable investments		585		585		487		—		98
Warrant assets		2,481		2,481		—		—		2,481

Financial Liabilities
Contingent consideration payable	$	8,530	$	8,530	$	—	$	—	$	8,530

As of December 31, 2021 (in thousands):

	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	42,863	$	42,863	$	42,863	$	—	$	—
Finance receivables		181,553		181,553		—		—		181,553
Marketable investments		1,153		1,153		1,034		—		119
Warrant assets		3,419		3,419		—		—		3,419

Financial Liabilities
Contingent consideration payable	$	8,530	$	8,530	$	—	$	—	$	8,530

Note 8. Revenue Recognition

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

The following table provides the contract revenue recognized by revenue source for the three and six months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Pharmaceutical Development Segment
License Agreement	$	16	$	10,431	$	132	$	10,610
Pharmaceutical Development and other		98		30		698		545
Total contract revenue	$	114	$	10,461	$	830	$	11,155

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

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

	June 30, 2022		December 31, 2021
Pharmaceutical Development Segment
Deferred revenue	$	56	$	185
Total contract liabilities	$	56	$	185

During the six months ended June 30, 2022, the Company recognized $0.1 million of 2021 deferred revenue from satisfaction of performance obligations. The Company did not have any contract assets nor did it have any contract liabilities related to the License Agreement as of June 30, 2022 or December 31, 2021.

Note 9. Segment Information

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

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

Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes. Management uses this measure of net income (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and the overall earnings potential of each segment.

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

Schedule of Reportable Segments


	Three Months Ended June 30, 2022
	Finance Receivables			Pharmaceutical Development and Other			Holding Company and Other			Consolidated
Revenue	$	6,828		$	114		$	—		$	6,942
Interest expense		80			—			—			80
Manufacturing, research and development		—			1,480			—			1,480
Depreciation and amortization expense		—			625			1			626
General and administrative		2			905			2,111			3,018
Other expense, net		(991	)		—			—			(991	)
Income tax expense		—			—			182			182
Net income (loss)		5,755			(2,896	)		(2,294	)		565


	Three Months Ended June 30, 2021
	Finance Receivables		Pharmaceutical Development and Other			Holding Company and Other			Consolidated
Revenue	$	11,805	$	10,461		$	—		$	22,266
Interest expense		94		—			—			94
Manufacturing, research and development		—		1,542			—			1,542
Depreciation and amortization expense		—		809			2			811
Change in fair value of acquisition-related contingent consideration		—		(147	)		—			(147	)
General and administrative		950		983			1,427			3,360
Other income, net		892		—			—			892
Income tax expense		—		—			3,528			3,528
Net income (loss)		11,653		7,274			(4,957	)		13,970


	Six Months Ended June 30, 2022
	Finance Receivables			Pharmaceutical Development and Other			Holding Company and Other			Consolidated
Revenue	$	17,243		$	350		$	—		$	17,593
Other revenue		—			480			—			480
Interest expense		160			—			—			160
Manufacturing, research and development		—			3,381			—			3,381
Depreciation and amortization expense		—			1,329			1			1,330
General and administrative		104			1,940			4,134			6,178
Other expense, net		(1,712	)		—			—			(1,712	)
Income tax expense		—			—			1,269			1,269
Net income (loss)		15,267			(5,820	)		(5,404	)		4,043


	Six Months Ended June 30, 2021
	Finance Receivables		Pharmaceutical Development and Other			Holding Company and Other			Consolidated
Revenue	$	20,484	$	10,659		$	—		$	31,143
Other revenue		—		496			—			496
Interest expense		239		—			—			239
Manufacturing, research and development		—		3,090			—			3,090
Depreciation and amortization expense		—		2,490			3			2,493
Change in fair value of acquisition-related contingent consideration		—		(147	)		—			(147	)
General and administrative		1,134		2,088			3,023			6,245
Other income, net		2,107		—			—			2,107
Income tax expense		—		—			4,467			4,467
Net income (loss)		21,218		3,634			(7,493	)		17,359

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

Note 10. Subsequent Events

Exeevo, Inc.

On July 1, 2022, SWK Funding, a subsidiary of the Company, entered into a credit agreement pursuant to which SWK Funding provided to Exeevo, Inc. (“Exeevo”) a term loan in the amount of $7.5 million. SWK Funding funded $5.0 million at closing with the remaining $2.5 million becoming available upon Exeevo’s satisfaction of certain future conditions. The loan matures on July 1, 2027. In connection with the loan, SWK Funding also received a warrant to purchase 930 shares of Exeevo common stock.

Beleodaq® Royalty

On July 1, 2022, SWK Funding received $4.3 million for the payoff of the Beleodaq® royalty.

Trio Healthcare Ltd., (Ostomy Products Royalty)

On July 25, 2022, SWK Funding received $6.1 million for the payoff of the Ostomy Products Royalty.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, and the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”), as well as our unaudited condensed consolidated financial statements and the accompanying notes included in this report.

Environmental, Social and Governance

As overseers of risk and stewards of long-term enterprise value, our management and Board play a vital role in assessing, identifying and understanding the potential impact and related risks of environmental, social and governance (“ESG”) issues on the organization’s operating model. Our Board and management are committed to identifying those ESG issues most likely to impact business operations and growth by focusing our investment strategy around supporting innovative, growth-oriented companies in the life sciences industry that maximize both social and investment value.

Among the ESG issues we support within the Company, we are committed to recruiting, motivating and developing a diversity of talent. We promote and foster a company culture where every voice is welcome, heard and respected, regardless of age, gender, race, religion, sexual orientation, physical conditions, cultural background or country of origin. Our commitment to ESG initiatives is an endeavor both the Board and management undertake for the general betterment of those both inside and outside the Company.

The nature of our business supports environmental sustainability by being mindful of products we and our partners use in our businesses. We promote recycling to reduce landfill, and we offer our employees a hybrid work model, which allows employees the flexibility to work remotely, thereby reducing the carbon output from commuting in cars or buses.

Overview

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

Finance Receivables Portfolio Overview

The table below provides an overview of our outstanding finance receivables transactions as of, and for the three and six months ended June 30, 2022 (in thousands, except rate, share and per share data).

									Revenue Recognized
Royalty Purchases	Licensed Technology		Footnote		Funded Amount		GAAP Balance		Q2			YTD
Beleodaq®		Oncology treatment		(1)	$	7,600	$	4,242	$	470		$	772
Besivance®		Ophthalmic antibiotic		(2)		6,000		—		3			13
Best ABT, Inc.		Oncology diagnosis		(3), (4)		5,784		3,127		—			—
Coflex®/Kybella®/Zalviso®		Spinal stenosis/submental fullness				4,350		4,001		167			292
Cambia®		NSAID migraine treatment		(3)		8,500		1,477		(44	)		(59	)
Forfivo XL®		Depressive disorder treatment				6,000		1,416		224			672
Ideal Implant, Inc.		Aesthetics				3,000		3,259		134			268
Iluvien®		Diabetic macular edema				16,501		15,916		536			1,121
Narcan®		Opioid overdose treatment				17,500		497		236			1,660
Ostomy Products Royalty		Ostomy products		(1)		3,900		3,961		18			181
Veru, Inc.		Women’s health				10,000		3,959		237			525

														Revenue Recognized
Term Loans	Type		Footnote		Maturity Date		Principal		GAAP Balance		Rate			Q2		YTD
4Web, Inc.		First lien				06/03/23	$	27,797	$	29,876		15.8	%	$	1,088	$	2,144
AOTI, Inc.		First lien				03/21/27		12,000		11,919		11.0	%		375		414
Acer Therapeutics, Inc.		First lien				03/04/24		6,500		6,488		12.0	%		416		546
Acerus Pharmaceuticals Corporation		First lien		(5)		10/11/23		—		—		12.0	%		—		538
B&D Dental Corporation		First lien		(5)		12/10/18		—		—		14.0	%		—		2,401
BIOLASE, Inc.		First lien				05/31/25		13,300		13,633		10.5	%		461		906
Biotricity, Inc.		First lien				12/26/26		12,000		11,823		11.5	%		400		786
Epica International, Inc.		First lien				07/23/24		12,000		12,291		9.5	%		359		712
eTon Pharmaceuticals, Inc.		First lien				11/13/24		6,615		6,615		10.0	%		202		445
Flowonix Medical, Inc.		First lien		(4), (6)		12/23/25		10,428		9,789		14.0	%		—		—
Keystone Dental Group		First lien		(5)		08/01/23		—		—		11.5	%		440		888
MolecuLight, Inc.		First lien				12/29/26		10,000		9,951		12.5	%		349		623
Sincerus Pharmaceuticals, Inc.		First lien				03/19/26		12,300		12,504		13.0	%		491		903
Trio Healthcare Ltd.		First lien				07/01/26		8,150		8,115		12.5	%		266		492

Revenue Recognized

Cost Method Investment

Licensed
Technology

Footnote

Maturity
Date

Principal

GAAP
Balance

Rate

YTD

Tissue Regeneration Therapeutics, Inc.

Umbilical cord banking

(4)

N/A

3,491

N/A

—

Income (Loss) Recognized

SEC Form 10-Q filed by SWK Holdings Corporation