SWK Holdings Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS SWK HOLDINGS CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value and share data) September 30, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 18,639 $ 3,008 Interest and accounts receivable, net 2,254 1,911 Marketable investments 2,767 1,210 Other current assets 1,101 542 Total current assets 24,761 6,671 Finance receivables, net 196,141 204,491 Marketable investments 198 241 Cost method investment 3,491 3,491 Deferred tax assets, net 22,649 27,491 Warrant assets 3,650 2,972 Intangible assets, net 10,507 13,617 Goodwill 8,404 8,404 Property and equipment, net 5,791 5,211 Other non-current assets 1,029 1,312 Total assets $ 276,621 $ 273,901 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 4,494 $ 3,652 Revolving credit facility 8 11,758 Total current liabilities 4,502 15,410 Contingent consideration payable 10,670 16,900 Other non-current liabilities 779 1,079 Total liabilities 15,951 33,389 Commitments and contingencies (Note 7) Stockholders’ equity: Preferred stock, $ 0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively — — Common stock, $ 0.001 par value; 250,000,000 shares authorized; 12,801,313 and 12,792,586 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively 13 13 Additional paid-in capital 4,431,480 4,430,924 Accumulated deficit ( 4,170,823 ) ( 4,190,425 ) Total stockholders’ equity 260,670 240,512 Total liabilities and stockholders’ equity $ 276,621 $ 273,901 See accompanying notes to the unaudited condensed consolidated financial statements. 2 SWK HOLDINGS CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: Finance receivables interest income, including fees $ 9,373 $ 7,869 $ 29,857 $ 22,738 Pharmaceutical development 187 2,778 10,846 3,076 Other — — 496 9 Total revenues 9,560 10,647 41,199 25,823 Costs and expenses: Impairment expense — — — 163 Interest expense 53 101 292 365 Pharmaceutical manufacturing, research and development expense 2,487 1,182 5,577 3,311 Change in fair value of acquisition-related contingent consideration — 174 ( 147 ) 1,964 Depreciation and amortization expense 812 2,681 3,305 9,629 General and administrative 3,580 2,527 9,825 8,215 Total costs and expenses 6,932 6,665 18,852 23,647 Other income (expense), net Unrealized net (loss) gain on warrants ( 214 ) 87 678 ( 1,151 ) Unrealized net gain (loss) on equity securities 342 ( 178 ) 1,557 ( 666 ) Income before income tax expense (benefit) 2,756 3,891 24,582 359 Income tax expense (benefit) 513 ( 451 ) 4,980 ( 199 ) Consolidated net income $ 2,243 $ 4,342 $ 19,602 $ 558 Net income per share Basic $ 0.18 $ 0.34 $ 1.53 $ 0.04 Diluted $ 0.17 $ 0.34 $ 1.53 $ 0.04 Weighted Average Shares Basic 12,798 12,905 12,796 12,891 Diluted 12,859 12,916 12,834 12,898 See accompanying notes to the unaudited condensed consolidated financial statements. 3 SWK HOLDINGS CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) Nine Months Ended September 30, 2021 Common Stock Additional Accumulated Total Stockholders’ Shares Amounts 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 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 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 Stock-based compensation — 192 — 192 Issuance of common stock 2,766 — — — — Net income — — — 2,243 2,243 Balances at September 30, 2021 12,801,313 $ 13 $ 4,431,480 $ ( 4,170,823 ) $ 260,670 Nine Months Ended September 30, 2020 Common Stock Additional Accumulated Total Stockholders’ Shares Amounts Paid-In Capital Deficit Equity Balances at December 31, 2019 12,917,348 $ 13 $ 4,432,146 $ ( 4,195,627 ) $ 236,532 Stock-based compensation — — 187 — 187 Issuance of common stock 5,937 — — — — Repurchases of common stock in open market ( 5,279 ) — ( 62 ) — ( 62 ) Net loss — — — ( 4,660 ) ( 4,660 ) Balances at March 31, 2020 12,918,006 13 4,432,271 ( 4,200,287 ) 231,997 Stock-based compensation — — 183 — 183 Issuance of common stock in lieu of payment of employee cash bonuses 5,200 — 60 — 60 Issuance of common stock 4,569 — — — — Repurchases of common stock in open market ( 78,537 ) — ( 1,033 ) — ( 1,033 ) Net income — — — 876 876 Balances at June 30, 2020 12,849,238 $ 13 4,431,481 ( 4,199,411 ) 232,083 Stock-based compensation — — 179 — 179 Issuance of common stock 3,089 — — — — Repurchases of common stock in open market ( 70,176 ) — ( 903 ) — ( 903 ) Net income — — — 4,342 4,342 Balances at September 30, 2020 12,782,151 $ 13 $ 4,430,757 $ ( 4,195,069 ) $ 235,701 See accompanying notes to the unaudited condensed consolidated financial statements. 4 SWK HOLDINGS CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2021 2020 Cash flows from operating activities: Consolidated net income $ 19,602 $ 558 Adjustments to reconcile net income to net cash provided by operating activities: Impairment expense — 163 Amortization of debt issuance costs 35 141 Deferred income taxes 4,842 ( 206 ) Change in fair value of warrants ( 678 ) 1,151 Change in fair value of equity securities ( 1,557 ) 666 Change in fair value of acquisition-related contingent consideration ( 147 ) 1,964 Loan discount amortization and fee accretion ( 2,016 ) ( 1,598 ) Interest paid-in-kind ( 698 ) ( 2,369 ) Stock-based compensation 556 549 Depreciation and amortization expense 3,305 9,629 Changes in operating assets and liabilities: Interest and accounts receivable ( 343 ) ( 2,054 ) Other assets ( 371 ) ( 819 ) Accounts payable and other liabilities 542 1,434 Net cash provided by operating activities 23,072 9,209 Cash flows from investing activities: Investment in finance receivables ( 20,100 ) ( 12,458 ) Repayment of finance receivables 31,162 5,928 Corporate debt securities principal payment 43 49 Purchases of property and equipment ( 877 ) ( 2,354 ) Other 164 ( 220 ) Net cash provided by (used in) investing activities 10,392 ( 9,055 ) Cash flows from financing activities: Net (payments on) proceeds from credit facility ( 11,750 ) — Payment of acquisition-related contingent consideration ( 6,083 ) — Repurchases of common stock, including fees and expenses — ( 1,998 ) Net cash used in financing activities ( 17,833 ) ( 1,998 ) Net increase in cash and cash equivalents 15,631 ( 1,844 ) Cash and cash equivalents at beginning of period 3,008 11,158 Cash and cash equivalents at end of period $ 18,639 $ 9,314 See accompanying notes to the unaudited condensed consolidated financial statements. 5 SWK HOLDINGS CORPORATION NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. SWK Holdings Corporation and Summary of Significant Accounting Policies Nature of Operations SWK Holdings Corporation (the “Company”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, the Company commenced its strategy of building a specialty finance and asset management business. In August 2019, the Company commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. The Company’s operations comprise two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” The Company allocates capital to each segment in order to generate income through the sales of life science products by third parties. The Company is headquartered in Dallas, Texas, and as of September 30, 2021, the Company had 35 employees. The Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial asset. However, at this time, under current law, the Company does not anticipate that the Finance Receivables and/or Pharmaceutical Development segments will generate sufficient income to permit the Company to utilize all of its NOLs prior to their respective expiration dates. As such, it is possible that the Company might pursue additional strategies that it believes might result in the ability to utilize more of the NOLs. As of November 8, 2021, the Company and its partners have executed transactions with 42 different parties under its specialty finance strategy, funding an aggregate of $600.0 million in various financial products across the life science sector. The Company’s portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales of life science products and related intellectual property. On August 26, 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, 2021. 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, 2020, filed with the SEC on March 31, 2021. 6 Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. The amounts for prior periods have been reclassified to be consistent with current presentation and have no impact on previously reported total assets, total stockholders’ equity or net income. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition; stock-based compensation; valuation of accounts receivable; impairment of 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. 7 Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 is effective from March 12, 2020 through December 31, 2022. An entity may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. An entity may elect to apply the amendments in ASU 2020-04 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The one-time election to sell, transfer, or both sell and transfer debt securities classified as held-to-maturity may be made at any time after March 12, 2020 but no later than December 31, 2022. The Company expects that it will elect to apply some of the expedients and exceptions provided in ASU 2020-04; however, the Company is still evaluating the guidance, and therefore, the impact of the adoption of ASU 2020-04 on the Company’s financial condition and results of operations has not yet been determined. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This standard adds an impairment model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses. Under 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. 8 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): Schedule of Computation of Basic and Diluted Net Income (Loss) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income $ 2,243 $ 4,342 $ 19,602 $ 558 Denominator: Weighted-average shares outstanding 12,798 12,905 12,796 12,891 Effect of dilutive securities 61 11 38 7 Weighted-average diluted shares 12,859 12,916 12,834 12,898 Basic net income per share $ 0.18 $ 0.34 $ 1.53 $ 0.04 Diluted net income per share $ 0.17 $ 0.34 $ 1.53 $ 0.04 For the three months ended September 30, 2021 and 2020, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 367,000 and 409,000 , respectively, have been excluded from the calculation of diluted net income per share as such securities were anti-dilutive. For the nine months ended September 30, 2021 and 2020, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 390,000 and 455,000 , respectively, have been excluded from the calculation of diluted net income per share as such securities were anti-dilutive. 9 Note 3. Finance Receivables, Net Finance receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and costs. Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective interest method. As of September 30, 2021 and December 31, 2020, the Company had a credit loss allowance of $8.4 million. Of the total $8.4 million, $ 1.2 million and $ 0.6 million are associated with the Company’s Cambia® and Besivance® royalties, respectively. The remaining $ 6.6 million is related to the ABT Molecular Imaging, Inc., 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. The carrying values of finance receivables are as follows (in thousands): Schedule of carrying value of finance receivables Portfolio September 30, 2021 December 31, 2020 Term loans $ 149,874 $ 164,032 Royalty purchases 54,655 48,847 Total before allowance for credit losses 204,529 212,879 Allowance for credit losses ( 8,388 ) ( 8,388 ) Total carrying value $ 196,141 $ 204,491 The following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in thousands): Schedule of analysis of nonaccrual and performing loans by portfolio segment September 30, 2021 December 31, 2020 Nonaccrual Performing Total Nonaccrual Performing Total Term loans $ 8,334 $ 141,540 $ 149,874 $ 8,334 $ 155,698 $ 164,032 Royalty purchases, net of credit loss allowance 3,472 42,795 46,267 3,863 36,596 40,459 Total carrying value $ 11,806 $ 184,335 $ 196,141 $ 12,197 $ 192,294 $ 204,491 As of September 30, 2021, the Company had two finance receivables in nonaccrual status: (1) the term loan to B&D Dental Corporation (“B&D”), with a net carrying value of $ 8.3 million and (2) the Best royalty, with a net carrying value of $ 3.5 million . Although in nonaccrual status, the B&D term loan was not considered impaired as of September 30, 2021 and December 31, 2020. The Company collected $0.4 million on the Best royalty during the nine months ended September 30, 2021, which was credited toward the royalty’s carrying value. Note 4. Marketable Investments Investments in available-for-sale corporate debt securities and equity securities as of September 30, 2021 and December 31, 2020 consist of the following (in thousands): Schedule of marketable investments September 30, 2021 December 31, 2020 Corporate debt securities $ 198 $ 241 Equity securities 2,767 1,210 Total marketable investments $ 2,965 $ 1,451 The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale corporate debt securities as of September 30, 2021 and December 31, 2020, are as follows (in thousands): Schedule of available-for-sale securities reconciliation Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Fair Value September 30, 2021 $ 198 $ — $ — $ 198 December 31, 2020 $ 241 $ — $ — $ 241 10 The following table presents unrealized net income (loss) on equity securities during the three and nine months ended September 30, 2021 and 2020 (in thousands): Schedule of Proceeds from sales, gross unrealized gains and gross unrealized losses for available-for-sale securities Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Unrealized net income (loss) on equity securities reflected in the unaudited condensed consolidated statements of income $ 342 $ ( 178 ) $ 1,557 $ ( 666 ) Note 5. Goodwill and Intangible Assets Goodwill There was no change in the carrying amount of goodwill from December 31, 2020 to September 30, 2021, and net book value remains at $8.4 million. The net book value of goodwill is solely related to the Enteris acquisition in 2019. Intangible Assets The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as of September 30, 2021 and December 31, 2020 (in thousands): Schedule of Intangible Assets September 30, 2021 December 31, 2020 Gross Book Value Accumulated Amortization Net Book Value Gross Book Value Accumulated Amortization Net Book Value Licensing Agreement (1) $ 29,400 $ 19,249 $ 10,151 $ 29,400 $ 16,336 $ 13,064 Patents — — — 198 153 45 Trade names and trademarks 210 44 166 210 29 181 Customer relationships 240 50 190 240 32 208 29,850 19,343 10,507 30,048 16,550 13,498 Deferred patent costs — — — 119 — 119 Total intangible assets $ 29,850 $ 19,343 $ 10,507 $ 30,167 $ 16,550 $ 13,617 (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 $ 0.6 million and $ 2.6 million for the three months ended September 30, 2021 and 2020, respectively. Amortization expense related to intangible assets was $ 2.9 million and $ 9.4 million for the nine months ended September 30, 2021 and 2020, respectively. The estimated future amortization expense related to intangible assets as of September 30, 2021 is as follows (in thousands): Schedule of Intangible Asset Amortization Expense Fiscal Year Amount Remainder of 2021 $ 548 2022 1,828 2023 1,757 2024 1,413 2025 1,069 2026 and thereafter 3,892 Total $ 10,507 11 Note 6. Revolving Credit Facility On September 27, 2021, the Company entered into the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with Cadence Bank, N.A. as a lender and the administrative agent. Pursuant to the Third Amendment, the Loan and Security Agreement dated as of June 29, 2018 (“Loan Agreement”) was amended to extend the Loan Agreement Termination Date to September 30, 2022 and increase the Loan Agreement Commitment to $22.0 million. The Loan Agreement requires the payment of an unused line fee of 0.50 percent and also provides for quarterly minimum fee income of $60,000 less the aggregate interest and unused line fees paid during the immediately preceding quarter. Unused line fees and minimum fee income are recorded as interest expense. The Loan Agreement accrues interest at the Daily LIBOR Rate, with a floor of 1.00 percent, plus a 3.25 percent margin and principal is repayable in full at maturity. Interest is generally required to be paid monthly in arrears. In connection with the Third Amendment, the Company paid a $50,000 amendment fee, which was capitalized as deferred financing costs and is being amortized on a straight-line basis over the remaining term of the Loan Agreement. The Loan Agreement has an advance rate against the Company’s finance receivables portfolio, including 85 percent against senior first lien loans, 70 percent against second lien loans and 50 percent against royalty receivables, subject to certain eligibility requirements as defined in the Loan Agreement. The Loan Agreement contains certain affirmative and negative covenants including minimum asset coverage and minimum interest coverage ratios. During the nine months ended September 30, 2021 and 2020, the Company recognized $ 0.3 million and $ 0.4 million , respectively, of interest expense. As of September 30, 2021, approximately $ 8,000 was outstanding under the revolving credit facility, and approximately $ 22.0 million was available for borrowing. Note 7. Commitments and Contingencies Contingent Consideration The Company recorded contingent consideration related to the August 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the License Agreement. 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. As of September 30, 2021 and December 31, 2020, the fair value of contingent consideration was $ 10.7 million and $ 16.9 million , respectively. During the nine months ended September 30, 2021, the Company recognized $10.0 million of revenue related to the completion of a milestone under the License Agreement with Cara. During the nine months ended September 30, 2021, the Company paid $6.1 million of such amount to the seller of Enteris, pursuant to the earnout provisions of the merger agreement. The Company also recognized a $0.1 million change in the estimated fair value of its contingent consideration during the nine months ended September 30, 2021. Unfunded Commitments As of September 30, 2021, the Company’s unfunded commitments were as follows (in millions): Schedule of Unfunded Commitments Trio Healthcare Ltd. Loan $ 4.4 Ideal Implant, Inc. 2.0 Total unfunded commitments $ 6.4 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. 12 Note 8. Fair Value Measurements The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels. Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. Level 3 Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels during the nine months ended September 30, 2021. 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 August 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. 13 Marketable Investments and Derivative Securities Marketable Investments If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities would be classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities would be classified as Level 2. If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities would be classified as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices. Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair market value are not, but estimates of fair value are reflected below. Derivative Securities For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1. For non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3. The following table presents financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 (in thousands): Schedule of fair value assets measured on recurring basis 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 $ 3,650 $ — $ — $ 3,650 Marketable investments 2,965 2,767 — 198 Financial Liabilities: Contingent consideration payable $ 10,670 $ — $ — $ 10,670 The following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 (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 $ 2,972 $ — $ — $ 2,972 Marketable investments 1,451 1,210 — 241 Financial Liabilities: Contingent consideration payable $ 16,900 $ — $ — $ 16,900 The changes in fair value of the warrant assets during the nine months ended September 30, 2021 were as follows (in thousands): Schedule of fair value assets measured on recurring basis unobservable input reconciliation Fair value – December 31, 2020 $ 2,972 Issued — Canceled — Change in fair value 678 Fair value – September 30, 2021 $ 3,650 14 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: Schedule of weighted average assumptions September 30, 2021 December 31, 2020 Dividend rate range — — Risk-free rate range 0.53 % to 1.32 % 0.17 % to 0.65 % Expected life (years) range 2.8 to 6.6 3.6 to 7.4 Expected volatility range 61.3 % to 157.9 % 74.3 % to 174.7 % As of September 30, 2021 and December 31, 2020, the Company had three royalties, Besivance®, Best, and Cambia®, that were deemed to be impaired based on reductions in carrying values in prior periods. The following table presents these royalties measured at fair value on a nonrecurring basis as of September 30, 2021 and December 31, 2020 (in thousands): Schedule of fair value assets and liabilities measured on nonrecurring basis Total Carrying Value in Consolidated Balance Sheets Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2021 $ 6,109 $ — $ — $ 6,109 December 31, 2020 $ 7,937 $ — $ — $ 7,937 There were no liabilities measured at fair value on a nonrecurring basis as of September 30, 2021 and December 31, 2020. The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed consolidated financial statements and the related market or fair value. The disclosures include financial instruments and derivative financial instruments measured at fair value on a recurring and non-recurring basis. Schedule of fair value by balance sheet grouping As of September 30, 2021 (in thousands): Carrying Value Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and cash equivalents $ 18,639 $ 18,639 $ 18,639 $ — $ — Finance receivables 196,141 196,141 — — 196,141 Marketable investments 2,965 2,965 2,767 — 198 Warrant assets 3,650 3,650 — — 3,650 Financial Liabilities Contingent consideration payable $ 10,670 $ 10,670 $ — $ — $ 10,670 15 As of December 31, 2020 (in thousands): Carrying Value Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and cash equivalents $ 3,008 $ 3,008 $ 3,008 $ — $ — Finance receivables 204,491 204,491 — — 204,491 Marketable investments 1,451 1,451 1,210 — 241 Warrant assets 2,972 2,972 — — 2,972 Financial Liabilities Contingent consideration payable $ 16,900 $ 16,900 $ — $ — $ 16,900 Note 9. Revenue Recognition The Company’s Pharmaceutical Development segment recognizes revenues received from contracts with its customers by revenue source, as the Company believes it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow. The Company’s Finance Receivables segment does not have any revenues received from contracts with customers. The following table provides the contract revenue recognized by revenue source for the three and nine months ended September 30, 2021 and 2020 (in thousands): Schedule of Revenue Recognized by Revenue Source Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Pharmaceutical Development Segment License Agreement $ 176 $ 2,768 $ 10,786 $ 2,992 Pharmaceutical Development and other 11 10 556 84 Total contract revenue $ 187 $ 2,778 $ 11,342 $ 3,076 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): Schedule of Company's Contract Liabilities September 30, 2021 December 31, 2020 Pharmaceutical Development Segment Deferred revenue $ 226 $ 350 Total contract liabilities $ 226 $ 350 During the nine months ended September 30, 2021, the Company recognized $ 0.3 million of 2020 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 September 30, 2021 or December 31, 2020. 16 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 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. Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income. Management uses this measure of 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 September 30, 2021 Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated Revenue $ 9,373 $ 187 $ — $ 9,560 Interest expense 53 — — 53 Manufacturing, research and development — 2,487 — 2,487 Depreciation and amortization — 810 2 812 General and administrative 90 999 2,491 3,580 Other income, net 128 — — 128 Income tax expense — — 513 513 Consolidated net income (loss) 9,358 ( 4,109 ) ( 3,006 ) 2,243 Three Months Ended September 30, 2020 Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated Revenue $ 7,869 $ 2,778 $ — $ 10,647 Interest expense 101 — — 101 Manufacturing, research and development — 1,182 — 1,182 Depreciation and amortization — 2,678 3 2,681 Change in fair value of acquisition-related contingent consideration — 174 — 174 General and administrative 127 1,044 1,356 2,527 Other (expense) income, net ( 192 ) — 101 ( 91 ) Income tax benefit — — ( 451 ) ( 451 ) Consolidated net income (loss) 7,449 ( 2,300 ) ( 807 ) 4,342 17 Nine Months Ended September 30, 2021 Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated Revenue $ 29,857 $ 10,846 $ — $ 40,703 Other revenue — 496 — 496 Interest expense 292 — — 292 Manufacturing, research and development — 5,577 — 5,577 Depreciation and amortization — 3,300 5 3,305 Change in fair value of acquisition-related contingent consideration — ( 147 ) — ( 147 ) General and administrative 2,034 3,088 4,703 9,825 Other income, net 2,235 — — 2,235 Income tax expense — — 4,980 4,980 Consolidated net income (loss) 29,766 ( 476 ) ( 9,688 ) 19,602 Nine Months Ended September 30, 2020 Finance Receivables Pharmaceutical Development and Other Holding Company and Other Consolidated Revenue $ 22,737 $ 3,076 $ 1 $ 25,814 Other revenue 9 — — 9 Provision for credit losses and impairment 163 — — 163 Interest expense 365 — — 365 Manufacturing, research and development — 3,311 — 3,311 Depreciation and amortization — 9,621 8 9,629 Change in fair value of acquisition-related contingent consideration — 1,964 — 1,964 General and administrative 1,429 3,167 3,619 8,215 Other (expense) income, net ( 1,893 ) — 76 ( 1,817 ) Income tax benefit — — ( 199 ) ( 199 ) Consolidated net income (loss) 18,897 ( 14,987 ) ( 3,351 ) 558 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 11. Subsequent Events Thermedx LLC On October 22, 2021, SWK Funding received $ 0.5 million for the payoff of the Thermedx LLC term loan. The proceeds included accrued interest and interest paid-in-kind. Misonix, Inc. On October 29, 2021, Misonix, Inc. (“Misonix”) was acquired by Bioventus, Inc. (“Bioventus”). Upon closing of the transaction, SWK Funding received $ 31.6 million for the payoff of the Misonix term loan. The proceeds included accrued interest, prepayment and exit fees. The Company also tendered its Misonix common stock and received $ 1.9 million in cash and 71,361 shares of Bioventus common stock valued at $1.2 million at the date of transaction. 18