−Removed: CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: (in thousands,
−Removed: except par value and share data)
+Added: FINANCIAL STATEMENTS
+Added: SWK HOLDINGS CORPORATION
+Added: UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
+Added: (in thousands, except par value and share data)
+Added: September 30,
Current assets:
24 unchanged sentences
5,000,000 shares authorized;
−Removed: no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
+Added: no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Common stock, $ 0.001 par value;
250,000,000 shares authorized;
−Removed: 12,839,118 and 12,836,133 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
+Added: 12,835,304 and 12,836,133 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Additional paid-in capital
4 unchanged sentences
Total liabilities and stockholders’ equity
−Removed: See accompanying
−Removed: notes to the unaudited condensed consolidated financial statements.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF INCOME
−Removed: (in thousands,
−Removed: except per share data)
+Added: See accompanying notes to the unaudited condensed
+Added: consolidated financial statements.
+Added: SWK HOLDINGS CORPORATION
+Added: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
+Added: (in thousands, except per share data)
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Finance receivable interest income, including fees
8 unchanged sentences
Income from operations
−Removed: Other (expense) income, net
−Removed: Unrealized net (loss) gain on derivatives
−Removed: Unrealized net (loss) gain on equity securities
+Added: Other income (expense), net
+Added: Unrealized net gain (loss) on derivatives
+Added: Unrealized net gain (loss) on equity securities
Income before income tax expense
2 unchanged sentences
Weighted average shares outstanding
−Removed: See accompanying
−Removed: notes to the unaudited condensed consolidated financial statements.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: (in thousands,
−Removed: except share data)
−Removed: Six Months Ended June 30, 2022
−Removed: Stockholders’
−Removed: Paid-In Capital
+Added: See accompanying notes to the unaudited condensed
+Added: consolidated financial statements.
+Added: SWK HOLDINGS CORPORATION
+Added: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
+Added: OF STOCKHOLDERS’ EQUITY
+Added: (in thousands, except share data)
+Added: Nine Months Ended September 30, 2022
+Added: Additional Paid-In
+Added: Total Stockholders’
Balances at December 31, 2021
9 unchanged sentences
( 4,160,453 )
−Removed: Six Months Ended June 30, 2021
−Removed: Stockholders’
−Removed: Paid-In Capital
+Added: Stock-based compensation
+Added: Issuance of common stock upon vesting of restricted stock
+Added: Net settlement for employee taxes on restricted stock and options
+Added: Stock options exercised, net
+Added: Repurchases of common stock in open market
+Added: Balances at September 30, 2022
+Added: $ ( 4,153,837 )
+Added: Nine Months Ended September 30, 2021
+Added: Additional Paid-In
+Added: Total Stockholders’
+Added: Ca pital Deficit Equity
Balances at December 31, 2020
8 unchanged sentences
( 4,173,066 )
−Removed: See accompanying
−Removed: notes to the unaudited condensed consolidated financial statements.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: Stock-based compensation
+Added: Issuance of common stock upon vesting of restricted stock
+Added: Balances at September 30, 2021
+Added: $ ( 4,170,823 )
+Added: See accompanying notes to the unaudited condensed
+Added: consolidated financial statements.
+Added: SWK HOLDINGS CORPORATION
+Added: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
+Added: OF CASH FLOWS
(in thousands)
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Cash flows from operating activities:
18 unchanged sentences
Purchases of property and equipment
−Removed: Net cash provided by investing activities
+Added: Net cash (used in) provided by investing activities
Cash flows from financing activities:
+Added: Net settlement for employee taxes on restricted stock and options
Net payments on credit facility
Payment of acquisition-related contingent consideration
+Added: Repurchases of common stock, including fees and expenses
Net cash used in financing activities
−Removed: Net increase in cash and cash equivalents
+Added: Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
−Removed: See accompanying
−Removed: notes to the unaudited condensed consolidated financial statements.
−Removed: UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: SWK Holdings Corporation and Summary of Significant Accounting Policies
−Removed: of Operations
−Removed: Holdings Corporation (the “Company”) was incorporated in July 1996 in California and reincorporated in Delaware in
−Removed: September 1999.
−Removed: In July 2012, the Company commenced its strategy of building a specialty finance and asset management business.
−Removed: In August 2019, the Company commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual
−Removed: property licensing business.
−Removed: The Company’s operations comprise two reportable segments:
−Removed: “Finance Receivables”
−Removed: and “Pharmaceutical Development.” The Company allocates capital to each segment in order to generate income through
−Removed: the sales of life science products by third parties.
−Removed: The Company is headquartered in Dallas, Texas, and as of June 30, 2022, the
−Removed: Company had 34 full-time employees.
−Removed: Company has net operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important
−Removed: and substantial asset.
−Removed: However, at this time, under current law, the Company does not anticipate that the Finance Receivables
−Removed: and/or Pharmaceutical Development segments will generate sufficient income to permit the Company to utilize all of its NOLs prior
−Removed: to their respective expiration dates.
−Removed: As such, it is possible that the Company might pursue additional strategies that it believes
−Removed: might result in the ability to utilize more of the NOLs.
−Removed: of August 3, 2022, the Company and its partners have executed transactions with 46 different parties under its specialty
−Removed: finance strategy, funding an aggregate of $649.6 million in various financial products across the life science sector.
+Added: See accompanying notes to the unaudited condensed
+Added: consolidated financial statements.
+Added: SWK HOLDINGS CORPORATION
+Added: NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: SWK Holdings Corporation and
+Added: Summary of Significant Accounting Policies
+Added: Nature of Operations
+Added: SWK Holdings Corporation
+Added: (the “Company”) was incorporated in July 1996 in California and reincorporated in Delaware in September 1999.
+Added: In July 2012,
+Added: the Company commenced its strategy of building a specialty finance and asset management business.
+Added: In August 2019, the Company commenced
+Added: a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business.
The Company’s
−Removed: portfolio includes senior and subordinated debt backed by royalties and synthetic royalties paid by companies in the life science
−Removed: sector, and purchased royalties generated by sales of life science products and related intellectual property.
−Removed: 2019, the Company commenced its Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc.
−Removed: Enteris is a clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral
−Removed: drug delivery technologies, the Peptelligence® platform.
−Removed: Since its founding in 2013, Enteris has advanced multiple internal
−Removed: and external programs leveraging Peptelligence®, which enables the oral delivery of molecules that are typically injected,
−Removed: including peptides and BCS Class II, III, and IV small molecules, in an enteric-coated tablet formulation.
−Removed: Peptelligence®
−Removed: utilizes a unique multifaceted approach to increase the solubility and absorption of peptides and small molecules, addressing
−Removed: the complex challenges regarding solubility and permeability of therapeutics with low oral bioavailability.
−Removed: Peptelligence®
−Removed: is protected by an extensive patent estate that extends until 2036.
−Removed: Basis of Presentation
−Removed: and Principles of Consolidation
−Removed: Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in
−Removed: the United States (“GAAP”).
−Removed: The consolidated financial statements include the accounts of all subsidiaries and affiliates
−Removed: in which the Company holds a controlling financial interest as of the financial statement date.
−Removed: Normally a controlling financial
−Removed: interest reflects ownership of a majority of the voting interests.
−Removed: The Company consolidates a variable interest entity (“VIE”)
−Removed: when it possesses both the power to direct the activities of the VIE that most significantly impact its economic performance and
−Removed: the Company is either obligated to absorb the losses that could potentially be significant to the VIE or the Company holds the
−Removed: right to receive benefits from the VIE that could potentially be significant to the VIE, after elimination of intercompany accounts
−Removed: and transactions.
−Removed: Company owns interests in various partnerships and limited liability companies, or LLCs.
−Removed: The Company consolidates its investments
−Removed: in these partnerships or LLCs where the Company, as the general partner or managing member, exercises effective control, even
−Removed: though the Company’s ownership may be less than 50 percent, the related governing agreements provide the Company with broad
−Removed: powers, and the other parties do not participate in the management of the entities and do not effectively have the ability to
−Removed: remove the Company.
−Removed: The Company has reviewed each of the underlying agreements to determine if it has effective control.
−Removed: If circumstances
−Removed: change and it is determined this control does not exist, any such investment would be recorded using the equity method of accounting.
−Removed: Although this would change individual line items within the Company’s consolidated financial statements, it would have no
−Removed: effect on its operations and/or total stockholders’ equity attributable to the Company.
−Removed: Interim Financial Information
−Removed: unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments
−Removed: that, in the opinion of management, are necessary for a fair presentation of the interim financial information.
−Removed: The results of
−Removed: operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter
−Removed: or for the year ending December 31, 2022.
−Removed: Certain information and footnote disclosures normally included in financial statements
−Removed: prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange
−Removed: Commission (“SEC”).
−Removed: These unaudited condensed consolidated financial statements and notes included herein should be
−Removed: read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report
−Removed: on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 25, 2022.
−Removed: preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates
−Removed: and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements
−Removed: and the reported amounts of revenues and expenses during the reporting period.
−Removed: Significant estimates and assumptions are required
−Removed: in the determination of revenue recognition;
+Added: operations comprise two reportable segments:
+Added: “Finance Receivables” and “Pharmaceutical Development.” The Company
+Added: allocates capital to each segment in order to generate income through the sales of life science products by third parties.
+Added: is headquartered in Dallas, Texas, and as of September 30, 2022, the Company had 33 full-time employees.
+Added: The Company has net
+Added: operating loss carryforwards (“NOLs”) and believes that the ability to utilize these NOLs is an important and substantial
+Added: However, at this time, under current law, the Company does not anticipate that the Finance Receivables and/or Pharmaceutical Development
+Added: segments will generate sufficient income to permit the Company to utilize all of its NOLs prior to their respective expiration dates.
+Added: As such, it is possible that the Company might pursue additional strategies that it believes might result in the ability to utilize more
+Added: As of November 1, 2022,
+Added: the Company and its partners have executed transactions with 48 different parties under its specialty finance strategy, funding an aggregate
+Added: of $691.0 million in various financial products across the life science sector.
+Added: The Company’s portfolio includes senior and subordinated
+Added: debt backed by royalties and synthetic royalties paid by companies in the life science sector, and purchased royalties generated by sales
+Added: of life science products and related intellectual property.
+Added: During 2019, the Company
+Added: commenced its Pharmaceutical Development segment with the acquisition of Enteris BioPharma, Inc.
+Added: clinical stage biopharmaceutical company offering innovative formulation solutions built around its proprietary oral drug delivery technologies,
+Added: the Peptelligence® platform.
+Added: Basis of Presentation and Principles of Consolidation
+Added: The Company’s consolidated
+Added: financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
+Added: The consolidated financial statements include the accounts of all subsidiaries and affiliates in which the Company holds a controlling
+Added: financial interest as of the financial statement date.
+Added: Normally a controlling financial interest reflects ownership of a majority of the
+Added: voting interests.
+Added: The Company consolidates a variable interest entity (“VIE”) when it possesses both the power to direct the
+Added: activities of the VIE that most significantly impact its economic performance and the Company is either obligated to absorb the losses
+Added: that could potentially be significant to the VIE or the Company holds the right to receive benefits from the VIE that could potentially
+Added: be significant to the VIE, after elimination of intercompany accounts and transactions.
+Added: The Company owns interests
+Added: in various partnerships and limited liability companies, or LLCs.
+Added: The Company consolidates its investments in these partnerships or LLCs
+Added: where the Company, as the general partner or managing member, exercises effective control, even though the Company’s ownership may
+Added: be less than 50 percent, the related governing agreements provide the Company with broad powers, and the other parties do not participate
+Added: in the management of the entities and do not effectively have the ability to remove the Company.
+Added: The Company has reviewed each of the
+Added: underlying agreements to determine if it has effective control.
+Added: If circumstances change and it is determined this control does not exist,
+Added: any such investment would be recorded using the equity method of accounting.
+Added: Although this would change individual line items within the
+Added: Company’s consolidated financial statements, it would have no effect on its operations and/or total stockholders’ equity attributable
+Added: to the Company.
+Added: Unaudited Interim Financial Information
+Added: The unaudited condensed
+Added: consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion
+Added: of management, are necessary for a fair presentation of the interim financial information.
+Added: The results of operations for the interim periods
+Added: presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31,
+Added: Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
+Added: condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: These unaudited condensed
+Added: consolidated financial statements and notes included herein should be read in conjunction with the audited consolidated financial statements
+Added: 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,
+Added: Use of Estimates
+Added: The preparation of
+Added: the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that
+Added: affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of
+Added: revenues and expenses during the reporting period.
+Added: Significant estimates and assumptions are required in the determination of revenue
stock-based compensation;
valuation of accounts receivable;
−Removed: impairment of finance
+Added: impairment of finance receivables;
long-lived assets;
−Removed: property and equipment;
+Added: and equipment;
intangible assets;
2 unchanged sentences
income taxes;
−Removed: and contingencies and litigation, among others.
−Removed: Some of these judgments can be subjective
−Removed: and complex, and consequently, actual results may differ from these estimates.
−Removed: The Company’s estimates often are based on
−Removed: complex judgments, probabilities and assumptions that it believes to be reasonable but that are inherently uncertain and unpredictable.
−Removed: For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are
−Removed: Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic
−Removed: As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions
−Removed: may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause changes to those
−Removed: estimates and assumptions.
−Removed: Market conditions, such as illiquid credit markets, health crises such as the COVID-19 global pandemic,
−Removed: volatile equity markets, and economic downturns, can increase the uncertainty already inherent in the Company’s estimates
−Removed: and assumptions.
−Removed: The Company adjusts its estimates and assumptions when facts and circumstances indicate the need for change.
−Removed: Those changes generally will be reflected in our consolidated financial statements on a prospective basis unless they are required
−Removed: to be treated retrospectively under the relevant accounting standard.
−Removed: It is possible that other professionals, applying reasonable
−Removed: judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
−Removed: Company earns revenues from its two U.S.-based business segments:
−Removed: its specialty finance and asset management business offering
−Removed: customized financing solutions to a broad range of life-sciences companies, and its business offering oral therapeutic formulation
−Removed: solutions built around Enteris’ pharmaceutical Peptelligence® platform, which enables the oral delivery of molecules
−Removed: that are typically injected, including peptides and BCS Class II, III, and IV small molecules in an enteric-coated tablet formulation.
−Removed: Company’s Pharmaceutical Development segment enters into collaboration and licensing agreements with strategic partners,
−Removed: under which it may exclusively license rights to research, develop, manufacture and commercialize its product candidates to third
−Removed: The terms of these arrangements typically include payment to the Company of one or more of the following:
−Removed: non-refundable,
−Removed: upfront license fees;
+Added: and contingencies
+Added: and litigation, among others.
+Added: Some of these judgments can be subjective and complex, and consequently, actual results may differ from
+Added: these estimates.
+Added: The Company’s estimates often are based on complex judgments, probabilities and assumptions that it believes to
+Added: be reasonable but that are inherently uncertain and unpredictable.
+Added: For any given individual estimate or assumption made by the Company,
+Added: there may also be other estimates or assumptions that are reasonable.
+Added: The Company regularly
+Added: evaluates its estimates and assumptions using historical experience and other factors, including the economic environment.
+Added: As future events
+Added: and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate,
+Added: or unanticipated events and circumstances may occur that might cause changes to those estimates and assumptions.
+Added: Market conditions, such
+Added: as illiquid credit markets, health crises such as the COVID-19 global pandemic, volatile equity markets, and economic downturns, can increase
+Added: the uncertainty already inherent in the Company’s estimates and assumptions.
+Added: The Company adjusts its estimates and assumptions when
+Added: facts and circumstances indicate the need for change.
+Added: Those changes generally will be reflected in our consolidated financial statements
+Added: on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard.
+Added: It is possible that
+Added: other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative
+Added: estimated amounts.
+Added: Segment Information
+Added: The Company earns revenues
+Added: from its two U.S.-based business segments:
+Added: its specialty finance and asset management business offering customized financing solutions
+Added: to a broad range of life-sciences companies, and its business offering oral therapeutic formulation solutions built around Enteris’
+Added: pharmaceutical Peptelligence® platform, which enables the oral delivery of molecules that are typically injected, including peptides
+Added: and BCS Class II, III, and IV small molecules in an enteric-coated tablet formulation.
+Added: Revenue Recognition
+Added: The Company’s Pharmaceutical
+Added: Development segment enters into collaboration and licensing agreements with strategic partners, under which it may exclusively license
+Added: rights to research, develop, manufacture and commercialize its product candidates to third parties.
+Added: The terms of these arrangements typically
+Added: include payment to the Company of one or more of the following:
+Added: non-refundable, upfront license fees;
reimbursement of certain costs;
customer option exercise fees;
−Removed: development, regulatory and commercial milestone
+Added: development, regulatory and commercial milestone payments;
and royalties on net sales of licensed products.
−Removed: revenue includes amounts that have been billed per the contractual terms but have not been recognized as revenue.
−Removed: classifies as current the portion of deferred revenue that is expected to be recognized within one year from the balance sheet
−Removed: date and is included in accounts payable and accrued liabilities in the unaudited condensed consolidated balance sheets.
−Removed: and Development
−Removed: and development expenses include the costs associated with internal research and development and research and development conducted
−Removed: for the Company by third parties.
−Removed: These costs primarily consist of salaries, pre-clinical and clinical trials, outside consultants,
−Removed: and supplies.
−Removed: All research and development costs discussed above are expensed as incurred.
−Removed: Third-party expenses reimbursed under
−Removed: research and development contracts, which are not refundable, are recorded as a reduction to pharmaceutical manufacturing research
−Removed: and development expense in the consolidated statements of income.
+Added: Deferred revenue includes
+Added: amounts that have been billed per the contractual terms but have not been recognized as revenue.
+Added: The Company classifies as current the
+Added: portion of deferred revenue that is expected to be recognized within one year from the balance sheet date and is included in accounts
+Added: payable and accrued liabilities in the unaudited condensed consolidated balance sheets.
+Added: Research and Development
+Added: Research and development
+Added: expenses include the costs associated with internal research and development and research and development conducted for the Company by
+Added: third parties.
+Added: These costs primarily consist of salaries, pre-clinical and clinical trials, outside consultants, and supplies.
+Added: and development costs discussed above are expensed as incurred.
+Added: Third-party expenses reimbursed under research and development contracts,
+Added: which are not refundable, are recorded as a reduction to pharmaceutical manufacturing research and development expense in the consolidated
+Added: statements of income.
Recent Accounting Pronouncements
−Removed: March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
−Removed: 2022-02, “Financial Instruments - Credit Losses (Topic 326):
−Removed: Troubled Debt Restructurings and Vintage Disclosures,”
−Removed: which updates the requirements for accounting for credit losses under Accounting Standards Codification 326, eliminates the accounting
−Removed: guidance on troubled debt restructurings for creditors, and enhances creditors’ disclosure requirements related to loan
−Removed: refinancings and restructurings for borrowers experiencing financial difficulty.
−Removed: The ASU also amends the guidance on vintage disclosures
−Removed: to require disclosure of gross write-offs by year of origination.
−Removed: The amendments are effective in periods beginning after December
−Removed: 15, 2022 using either a prospective or modified retrospective transition.
−Removed: Early adoption of certain or all of the amendments is
−Removed: The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial
−Removed: June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU adds an impairment
−Removed: model, known as the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred
−Removed: Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes
−Removed: will result in more timely recognition of losses.
−Removed: This ASU describes the impairment allowance as a valuation account that is deducted
−Removed: from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected
−Removed: on the financial asset.
−Removed: Credit losses relating to available-for-sale debt securities should be measured in a manner similar to
−Removed: current GAAP;
−Removed: however, the amendments in this update require that credit losses be presented as an allowance rather than as a
−Removed: write-down, which will allow an entity the ability to record reversals of credit losses in current period net income.
−Removed: 15, 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic
−Removed: 815), and Leases (Topic 842):
−Removed: Effective Dates,” which finalized various effective date delays for private companies, not-for-profit
−Removed: organizations, and certain smaller reporting companies.
−Removed: Under ASU 2019-10, the effective date for implementation of CECL for smaller
−Removed: reporting companies was extended to fiscal years, and interim periods within those years, beginning after December 15, 2022.
−Removed: Company is currently evaluating the new guidance but believes it is likely to incur more upfront losses on its portfolio under
−Removed: the new CECL model.
−Removed: March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” which provides optional guidance for
−Removed: a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform
−Removed: on financial reporting.
−Removed: ASU 2020-04 provides optional expedients and exceptions for applying GAAP to transactions affected by
−Removed: reference rate reform if certain criteria are met.
+Added: In March 2022, the
+Added: Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, “Financial
+Added: Instruments - Credit Losses (Topic 326):
+Added: Troubled Debt Restructurings and Vintage Disclosures,” which updates the requirements for
+Added: accounting for credit losses under Accounting Standards Codification 326, eliminates the accounting guidance on troubled debt restructurings
+Added: for creditors, and enhances creditors’ disclosure requirements related to loan refinancings and restructurings for borrowers experiencing
+Added: financial difficulty.
+Added: The ASU also amends the guidance on vintage disclosures to require disclosure of gross write-offs by year of origination.
+Added: The amendments are effective in periods beginning after December 15, 2022 using either a prospective or modified retrospective transition.
+Added: Early adoption of certain or all of the amendments is permitted.
+Added: The Company is currently evaluating the provisions of the amendments
+Added: and the impact on its future consolidated financial statements.
+Added: In June 2016, the
+Added: FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU adds an impairment model, known as
+Added: the current expected credit loss (“CECL”) model, that is based on expected losses rather than incurred losses.
+Added: guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely
+Added: recognition of losses.
+Added: This ASU describes the impairment allowance as a valuation account that is deducted from the amortized cost basis
+Added: of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.
+Added: Credit losses
+Added: relating to available-for-sale debt securities should be measured in a manner similar to current GAAP;
+Added: however, the amendments in this
+Added: update require that credit losses be presented as an allowance rather than as a write-down, which will allow an entity the ability to
+Added: record reversals of credit losses in current period net income.
+Added: On November 15, 2019, the FASB issued ASU 2019-10, “Financial Instruments
+Added: - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
+Added: Effective Dates,” which finalized various
+Added: effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies.
+Added: Under ASU 2019-10,
+Added: the effective date for implementation of CECL for smaller reporting companies was extended to fiscal years, and interim periods within
+Added: those years, beginning after December 15, 2022.
+Added: The Company is currently evaluating the new guidance but believes it is likely to incur
+Added: more upfront losses on its portfolio under the new CECL model.
+Added: In March 2020, the
+Added: FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” which provides optional guidance for a limited period of time
+Added: to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.
+Added: provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are
These transactions include:
−Removed: (i) contract modifications, (ii) hedging relationships,
−Removed: and (iii) sales or transfers of debt securities classified as held-to-maturity.
−Removed: ASU 2020-04 was effective upon issuance, and the
−Removed: provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024.
−Removed: The Company has identified
−Removed: existing loans that reference LIBOR and is in the process of evaluating alternatives in each situation.
−Removed: The Company expects that
−Removed: it will elect to apply some of the expedients and exceptions provided in ASU 2020-04 and does not believe the adoption of this
−Removed: standard will have a material impact on the Company’s consolidated financial statements.
−Removed: Net Income per
−Removed: net income per share is computed using the weighted-average number of outstanding shares of common stock.
−Removed: Diluted net income per
−Removed: share is computed using the weighted-average number of outstanding shares of common stock, and when dilutive, shares of common
−Removed: stock issuable upon exercise of options and warrants deemed outstanding using the treasury stock method.
−Removed: following table shows the computation of basic and diluted net income per share for the following periods (in thousands, except
−Removed: per share amounts):
+Added: (i) contract modifications, (ii) hedging relationships, and (iii) sales or transfers of debt securities
+Added: classified as held-to-maturity.
+Added: ASU 2020-04 was effective upon issuance, and the provisions generally can be applied prospectively as
+Added: of January 1, 2020 through December 31, 2024.
+Added: The Company has identified existing loans that reference LIBOR and is in the process of
+Added: evaluating alternatives in each situation.
+Added: The Company expects that it will elect to apply some of the expedients and exceptions provided
+Added: in ASU 2020-04 and does not believe the adoption of this standard will have a material impact on the Company’s consolidated financial
+Added: Net Income per Share
+Added: Basic net income per share
+Added: is computed using the weighted-average number of outstanding shares of common stock.
+Added: Diluted net income per share is computed using the
+Added: weighted-average number of outstanding shares of common stock, and when dilutive, shares of common stock issuable upon exercise of options
+Added: and warrants deemed outstanding using the treasury stock method.
+Added: The following table shows
+Added: the computation of basic and diluted net income per share for the following periods (in thousands, except per share amounts):
Schedule of Basic
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Weighted-average shares outstanding
3 unchanged sentences
Diluted net income per share
−Removed: the three months ended June 30, 2022 and 2021, outstanding options to purchase shares of common stock and outstanding shares of
−Removed: restricted stock in an aggregate of approximately 308,000 and 391,000 , respectively, have been excluded from the calculation of
−Removed: diluted net income per share, as such securities were anti-dilutive.
−Removed: For the six months ended June 30, 2022 and 2021, outstanding
−Removed: options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate of approximately 309,000
−Removed: and 401,000 , respectively, have been excluded from the calculation of diluted net income per share, as all such securities were
−Removed: anti-dilutive.
−Removed: Receivables, Net
−Removed: receivables are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized
−Removed: deferred fees and costs.
−Removed: Unearned income and deferred fees and costs are amortized to interest income based on all cash flows
−Removed: expected using the effective interest method.
−Removed: of June 30, 2022 and December 31, 2021, the Company had a credit loss allowance of $8.4 million.
−Removed: Of the total $8.4 million, $ 1.2
−Removed: million and $ 0.6 million are associated with the Company’s Cambia® and Besivance® royalties, respectively.
−Removed: The remaining
−Removed: $ 6.6 million is related to the ABT Molecular Imaging, Inc., now known as Best ABT, Inc.
−Removed: (“Best”), second lien term loan
−Removed: that was recognized in order to reflect the Best royalty at its estimated fair value.
−Removed: Approximately $23,000 of cash receipts received from the Companys
−Removed: Besivance® royalty during the six months ended June 30, 2022 were applied toward the allowance for credit losses.
−Removed: carrying values of finance receivables are as follows (in thousands):
+Added: For the three months ended
+Added: September 30, 2022 and 2021, outstanding options to purchase shares of common stock and outstanding shares of restricted stock in an aggregate
+Added: of approximately 186,000 and 367,000 , respectively, have been excluded from the calculation of diluted net income per share, as such securities
+Added: were anti-dilutive.
+Added: For the nine months ended September 30, 2022 and 2021, outstanding options to purchase shares of common stock and
+Added: outstanding shares of restricted stock in an aggregate of approximately 268,000 and 390,000 , respectively, have been excluded from the
+Added: calculation of diluted net income per share, as all such securities were anti-dilutive.
+Added: Finance Receivables, Net
+Added: Finance receivables
+Added: are reported at their determined principal balances net of any unearned income, cumulative charge-offs and unamortized deferred fees and
+Added: Unearned income and deferred fees and costs are amortized to interest income based on all cash flows expected using the effective
+Added: interest method.
+Added: As of September 30, 2022
+Added: and December 31, 2021, the Company had a credit loss allowance of $8.4 million.
+Added: Of the total $8.4 million, $ 1.2 million and $ 0.6 million
+Added: are associated with the Company’s Cambia® and Besivance® royalties, respectively.
+Added: The remaining $6.6 million is related to the
+Added: ABT Molecular Imaging, Inc., now known as Best ABT, Inc.
+Added: (“Best”), second lien term loan that was recognized in order to reflect
+Added: the Best royalty at its estimated fair value.
+Added: Approximately $21,000 of cash receipts received from the Company’s Besivance® royalty
+Added: during the nine months ended September 30, 2022 were applied toward the allowance for credit losses.
+Added: The carrying values of finance
+Added: receivables are as follows (in thousands):
Schedule of carrying value of finance receivables
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
3 unchanged sentences
Total carrying value
−Removed: following table presents nonaccrual and performing finance receivables by portfolio segment, net of credit loss allowance (in
+Added: The following table presents
+Added: 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
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
1 unchanged sentence
Total carrying value
−Removed: of June 30, 2022, the Company had two finance receivables in nonaccrual status:
−Removed: (1) the term loan to Flowonix
−Removed: Medical, Inc.
−Removed: (“Flowonix”), with a net carrying value of $ 9.8
−Removed: million and (2) the Best royalty, with a net carrying value of $ 3.1 million .
−Removed: Although in nonaccrual status, the Flowonix term loan was not considered impaired as of June 30, 2022 and December
−Removed: The Company collected $0.6 million on its nonaccrual finance receivables during the six months ended June 30,
−Removed: in available-for-sale corporate debt securities and equity securities as of June 30, 2022 and December 31, 2021 consist of the
−Removed: following (in thousands):
+Added: As of September 30, 2022,
+Added: the Company had two finance receivables in nonaccrual status:
+Added: (1) the term loan to Flowonix Medical, Inc.
+Added: (“Flowonix”),
+Added: with a net carrying value of $ 9.8
+Added: million and (2) the Best royalty, with a net carrying value of $ 3.0
+Added: As of December 31, 2021, the Company had three finance receivables in nonaccrual status:
+Added: (1) the term loan to
+Added: Flowonix, with a net carrying value of $10.0 million, (2) the term loan with B&D Dental Corporation
+Added: (“B&D”), with a carrying amount of $8.3 million, and (3) the Best royalty, with a carrying amount of $3.4 million.
+Added: Although in nonaccrual status, the Flowonix and B&D term loans were not considered impaired as of September 30, 2022 and December
+Added: The Company collected $11.4 million on its nonaccrual finance receivables during the nine months ended September 30,
+Added: 2022, which includes $10.7 million to settle the term loan with B&D.
+Added: Marketable Investments
+Added: Investments in available-for-sale
+Added: corporate debt securities and equity securities as of September 30, 2022 and December 31, 2021 consist of the following (in thousands):
Schedule of marketable investments
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
2 unchanged sentences
Total marketable investments
−Removed: amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale
−Removed: corporate debt securities as of June 30, 2022 and December 31, 2021, are as follows (in thousands):
+Added: The amortized cost
+Added: basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale corporate debt securities
+Added: as of September 30, 2022 and December 31, 2021, are as follows (in thousands):
Schedule of marketable investments
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
−Removed: following table presents unrealized net (loss) gain on equity securities during the three and six months ended June 30, 2022 and
−Removed: 2021 (in thousands):
+Added: The following table
+Added: presents unrealized net gain (loss) on equity securities during the three and nine months ended September 30, 2022 and 2021 (in thousands):
Schedule of Proceeds from sales, gross unrealized gains and gross unrealized losses for available-for-sale securities
Three Months Ended
−Removed: Six Months Ended June 30,
−Removed: Unrealized net (loss) gain on equity securities reflected in the unaudited condensed consolidated statements of income
+Added: September 30,
+Added: Nine Months Ended September 30,
+Added: Unrealized net gain (loss) on equity securities reflected in the unaudited condensed consolidated statements of income
Intangible Assets
−Removed: following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as
−Removed: of June 30, 2022 and December 31, 2021 (in thousands):
+Added: The following table summarizes
+Added: the gross book value, accumulated amortization and net book value balances of intangible assets as of September 30, 2022 and December
+Added: 31, 2021 (in thousands):
Schedule of Intangible Assets
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
+Added: Gross Book Value
+Added: Accumulated Amortization
+Added: Net Book Value
+Added: Gross Book Value
+Added: Accumulated Amortization
+Added: Net Book Value
Licensing Agreement (1)
2 unchanged sentences
Total intangible assets
−Removed: (1) Prior to the acquisition, Enteris entered into a non-exclusive
−Removed: commercial license agreement (the “License Agreement”) with Cara Therapeutics, Inc.
−Removed: (“Cara”), for oral formulation
−Removed: rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVA TM in any indication worldwide,
−Removed: excluding South Korea and Japan.
−Removed: Cara is obligated to pay Enteris certain development, regulatory and tiered commercial milestone payments,
−Removed: as well as low single-digit royalties based on net sales in the licensed territory.
−Removed: expense related to intangible assets was $ 0.4 million and $ 0.7 million for the three months ended June 30, 2022 and 2021, respectively.
−Removed: Amortization expense related to intangible assets was $ 0.9 million and $ 2.3 million for the six months ended June 30, 2022 and
−Removed: 2021, respectively.
−Removed: estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands):
+Added: (1) Prior to the acquisition, Enteris
+Added: entered into a non-exclusive commercial license agreement (the “License Agreement”) with Cara Therapeutics, Inc.
+Added: for oral formulation rights to Enteris’ Peptelligence® technology to develop and commercialize Oral KORSUVA TM in
+Added: any indication worldwide, excluding South Korea and Japan.
+Added: Cara is obligated to pay Enteris certain development, regulatory and tiered
+Added: commercial milestone payments, as well as low single-digit royalties based on net sales in the licensed territory.
+Added: Amortization expense related
+Added: to intangible assets was $ 0.4 million and $ 0.6 million for the three months ended September 30, 2022 and 2021, respectively.
+Added: expense related to intangible assets was $ 1.3 million and $ 2.9 million for the nine months ended September 30, 2022 and 2021, respectively.
+Added: The estimated future amortization
+Added: expense related to intangible assets as of September 30, 2022 is as follows (in thousands):
Schedule of Intangible Asset Amortization Expense
Remainder of 2022
−Removed: and Contingencies
−Removed: Consideration
−Removed: Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties
−Removed: due to Enteris pursuant to the License Agreement.
−Removed: Contingent consideration is remeasured to fair value at each reporting date
−Removed: until the contingency is resolved, with changes in the estimated fair value recognized in earnings.
−Removed: The estimated fair value of
−Removed: contingent consideration as of June 30, 2022 and December 31, 2021 was $ 8.5 million .
−Removed: The Company did not recognize a change
−Removed: in the estimated fair value of its contingent consideration during the six months ended June 30, 2022.
−Removed: The Company recognized
−Removed: a $0.1 million gain on the change in fair value of its contingent consideration during the six months ended June 30, 2021.
−Removed: of June 30, 2022, the Company’s unfunded commitments were as follows (in millions):
+Added: Commitments and Contingencies
+Added: Contingent Consideration
+Added: The Company recorded contingent
+Added: consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the
+Added: License Agreement.
+Added: Contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with
+Added: changes in the estimated fair value recognized in earnings.
+Added: The estimated fair value of contingent consideration as of September 30, 2022
+Added: and December 31, 2021 was $ 8.5 million .
+Added: The Company did not recognize a change in the estimated fair value of its contingent consideration
+Added: during the nine months ended September 30, 2022.
+Added: The Company recognized a $0.1 million gain on the change in fair value of its contingent
+Added: consideration during the nine months ended September 30, 2021.
+Added: Unfunded Commitments
+Added: As of September 30, 2022,
+Added: the Company’s unfunded commitments were as follows (in millions):
Schedule of Unfunded Commitments
+Added: Aziyo Biologics, Inc.
+Added: MedMinder Systems, Inc.
Trio Healthcare Ltd.
Total unfunded commitments
−Removed: commitments are contingent upon reaching an established revenue threshold or other performance metrics on or before a specified
−Removed: date or period of time per the terms of the royalty purchase or credit agreements, and in the case of loan transactions, are only
−Removed: subject to being advanced as long as an event of default does not exist.
−Removed: Value Measurements
−Removed: Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis.
−Removed: Fair value is the
−Removed: price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
−Removed: at the measurement date (exit price).
+Added: Per the terms of the
+Added: royalty purchase or credit agreements, unfunded commitments are contingent upon reaching an established revenue threshold or other
+Added: performance metrics on or before a specified date or period of time, and
+Added: in the case of loan transactions, are subject to being advanced as long as an event of default does not exist.
+Added: Fair Value Measurements
+Added: The Company measures
+Added: and reports certain financial and non-financial assets and liabilities on a fair value basis.
+Added: Fair value is the price that would be received
+Added: 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.
−Removed: The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and
−Removed: the lowest priority to data lacking transparency (i.e., unobservable inputs).
−Removed: An instrument’s categorization within the
−Removed: fair value hierarchy is based on the lowest level of significant input to its valuation.
−Removed: The following is a description of the
−Removed: three hierarchy levels.
−Removed: quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
−Removed: Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency
−Removed: and volume to provide pricing information on an ongoing basis.
−Removed: prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the
−Removed: full term of the asset or liability.
−Removed: This category includes quoted prices for similar assets or liabilities in active markets
−Removed: and quoted prices for identical or similar assets or liabilities in inactive markets.
−Removed: inputs are not corroborated by market data.
−Removed: This category is comprised of financial and non-financial assets and liabilities
−Removed: whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally
−Removed: less readily observable from objective sources.
−Removed: into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred.
−Removed: no transfers between any levels during the six months ended June 30, 2022.
−Removed: following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying
−Removed: unaudited condensed consolidated financial statements and the related market or fair value.
−Removed: The disclosures include financial
−Removed: instruments and derivative financial instruments, other than investment in affiliates.
−Removed: are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the
−Removed: valuation models, key inputs to those models and significant assumptions utilized.
−Removed: and cash equivalents
−Removed: carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
−Removed: common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices).
−Removed: fair values of finance receivables are estimated using discounted cash flow analyses, using market rates at the balance sheet
−Removed: date that reflect the credit and interest rate-risk inherent in the finance receivables.
−Removed: Projected future cash flows are calculated
−Removed: based upon contractual maturity or call dates, projected repayments and prepayments of principal.
−Removed: These receivables are classified
−Removed: Finance receivables are not measured at fair value on a recurring basis, but estimates of fair value are reflected
−Removed: Consideration
−Removed: Company recorded contingent consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties
−Removed: due to Enteris pursuant to the License Agreement.
−Removed: fair value measurements of contingent consideration obligations arising from business combinations are classified as Level 3 estimates
−Removed: under the fair value hierarchy as these items have been valued using unobservable inputs.
+Added: The fair value hierarchy gives the highest
+Added: priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e.,
+Added: unobservable inputs).
+Added: An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant
+Added: input to its valuation.
+Added: The following is a description of the three hierarchy levels.
+Added: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Unobservable inputs are not corroborated by market data.
+Added: 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.
+Added: Transfers into or out
+Added: of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred.
+Added: There were no transfers between
+Added: any levels during the nine months ended September 30, 2022.
+Added: The following information
+Added: is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed
+Added: consolidated financial statements and the related market or fair value.
+Added: The disclosures include financial instruments and derivative financial
+Added: instruments, other than investment in affiliates.
+Added: Following are descriptions
+Added: of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key
+Added: inputs to those models and significant assumptions utilized.
+Added: Cash and cash equivalents
+Added: The carrying amounts
+Added: reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.
+Added: Marketable Investments
+Added: Certain common equity
+Added: securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices).
+Added: Finance Receivables
+Added: The fair values of
+Added: finance receivables are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit
+Added: and interest rate-risk inherent in the finance receivables.
+Added: Projected future cash flows are calculated based upon contractual maturity
+Added: or call dates, projected repayments and prepayments of principal.
+Added: These receivables are classified as Level 3.
+Added: Finance receivables are
+Added: not measured at fair value on a recurring basis, but estimates of fair value are reflected below.
+Added: Contingent Consideration
+Added: The Company recorded contingent
+Added: consideration related to the 2019 acquisition of Enteris and sharing of certain milestone and royalties due to Enteris pursuant to the
+Added: License Agreement.
+Added: The fair value measurements
+Added: of contingent consideration obligations arising from business combinations are classified as Level 3 estimates under the fair value hierarchy
+Added: as these items have been valued using unobservable inputs.
These inputs include:
−Removed: (a) the estimated
−Removed: amount and timing of projected cash flows;
+Added: (a) the estimated amount and timing of projected cash
(b) the probability of the achievement of the factors on which the contingency is based;
−Removed: and (c) the risk-adjusted discount rate used to present value the probability-weighted cash flows.
−Removed: Significant increases or decreases
−Removed: in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.
−Removed: Investments and Derivative Securities
+Added: and (c) the risk-adjusted discount rate
+Added: used to present value the probability-weighted cash flows.
+Added: Significant increases or decreases in any of those inputs in isolation could
+Added: result in a significantly lower or higher fair value measurement.
+Added: Marketable Investments and Derivative
Marketable Investments
−Removed: active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities
−Removed: would be classified as Level 1.
−Removed: If active market prices are not available, fair value measurement is based on observable inputs
−Removed: other than quoted prices included within Level 1, such as prices for similar assets or broker quotes utilizing observable inputs,
−Removed: and accordingly these securities would be classified as Level 2.
−Removed: If market prices are not available and there are no observable
−Removed: inputs, then fair value would be estimated by using valuation models including discounted cash flow methodologies, commonly used
−Removed: option-pricing models and broker quotes.
−Removed: Such securities would be classified as Level 3, if the valuation models and broker quotes
−Removed: are based on inputs that are unobservable in the market.
−Removed: If fair value is based on broker quotes, the Company checks the validity
−Removed: of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices.
−Removed: Available-for-sale securities are measured at fair value on a recurring basis, while securities with no readily available fair
−Removed: market value are not, but estimates of fair value are reflected below.
−Removed: exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, would be classified as Level 1.
−Removed: non-exchange traded derivatives, fair value is based on option pricing models and are classified as Level 3.
−Removed: following table presents financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 (in
+Added: If active market prices are
+Added: available, fair value measurement is based on quoted active market prices and, accordingly, these securities would be classified as Level
+Added: If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within
+Added: Level 1, such as prices for similar assets or broker quotes utilizing observable inputs, and accordingly these securities would be classified
+Added: If market prices are not available and there are no observable inputs, then fair value would be estimated by using valuation
+Added: models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes.
+Added: Such securities would be classified
+Added: as Level 3, if the valuation models and broker quotes are based on inputs that are unobservable in the market.
+Added: If fair value is based
+Added: on broker quotes, the Company checks the validity of received prices based on comparison to prices of other similar assets and market
+Added: data such as relevant bench mark indices.
+Added: Available-for-sale securities are measured at fair value on a recurring basis, while securities
+Added: with no readily available fair market value are not, but estimates of fair value are reflected below.
+Added: Derivative Securities
+Added: For exchange-traded derivatives,
+Added: fair value is based on quoted market prices, and accordingly, would be classified as Level 1.
+Added: For non-exchange traded derivatives, fair
+Added: value is based on option pricing models and are classified as Level 3.
+Added: The following table
+Added: presents financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 (in thousands):
Schedule of fair value assets measured on recurring basis
6 unchanged sentences
Contingent consideration payable
−Removed: following table presents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021
−Removed: (in thousands):
+Added: The following table presents
+Added: financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands):
Quoted Prices
5 unchanged sentences
Contingent consideration payable
−Removed: changes in fair value of the warrant assets during the six months ended June 30, 2022 and 2021 were as follows (in thousands):
+Added: The changes in fair value
+Added: of the warrant assets during the nine months ended September 30, 2022 and 2021 were as follows (in thousands):
Schedule of fair value assets measured on recurring basis unobservable input reconciliation
−Removed: June 30, 2022
−Removed: June 30, 2021
+Added: September 30, 2022
+Added: September 30, 2021
Fair value - December 31, 2021
2 unchanged sentences
Change in fair value
−Removed: Fair value - June 30, 2022
−Removed: Fair value - June 30, 2021
−Removed: Company holds warrants issued to the Company in conjunction with certain term loan investments.
−Removed: These warrants meet the definition
−Removed: of a derivative and are included in the unaudited condensed consolidated balance sheets.
−Removed: The fair values for warrants outstanding,
−Removed: which do not have a readily determinable value, are measured using the Black-Scholes option pricing model.
−Removed: The following ranges
−Removed: of assumptions were used in the models to determine fair value:
+Added: Fair value - September 30, 2022
+Added: Fair value - September 30, 2021
+Added: The Company holds warrants
+Added: issued to the Company in conjunction with certain term loan investments.
+Added: These warrants meet the definition of a derivative and are included
+Added: in the unaudited condensed consolidated balance sheets.
+Added: The fair values for warrants outstanding, which do not have a readily determinable
+Added: value, are measured using the Black-Scholes option pricing model.
+Added: The following ranges of assumptions were used in the models to determine
Schedule of weighted average assumptions
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
7 unchanged sentences
60.2 % to 142.0 %
−Removed: of June 30, 2022 and December 31, 2021, the Company had two royalties, Best and Cambia®, that were deemed to be impaired based
−Removed: on reductions in carrying values in prior periods.
−Removed: The following table presents these royalties measured at fair value on a nonrecurring
−Removed: basis as of June 30, 2022 and December 31, 2021 (in thousands):
+Added: As of September 30,
+Added: 2022 and December 31, 2021, the Company had two royalties, Best and Cambia®, that were deemed to be impaired based on reductions in
+Added: carrying values in prior periods.
+Added: The following table presents these royalties measured at fair value on a nonrecurring basis as of September
+Added: 30, 2022 and December 31, 2021 (in thousands):
Schedule of fair value
2 unchanged sentences
or Liabilities
−Removed: June 30, 2022
+Added: September 30, 2022
December 31, 2021
−Removed: were no liabilities measured at fair value on a nonrecurring basis as of June 30, 2022 and December 31, 2021.
−Removed: following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying
−Removed: unaudited condensed consolidated financial statements and the related market or fair value.
−Removed: The disclosures include financial
−Removed: instruments and derivative financial instruments measured at fair value on a recurring and non-recurring basis.
+Added: There were no liabilities
+Added: measured at fair value on a nonrecurring basis as of September 30, 2022 and December 31, 2021.
+Added: The following information
+Added: is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying unaudited condensed
+Added: consolidated financial statements and the related market or fair value.
+Added: The disclosures include financial instruments and derivative financial
+Added: instruments measured at fair value on a recurring and non-recurring basis.
Schedule of fair value by balance sheet grouping
−Removed: of June 30, 2022 (in thousands):
+Added: As of September 30, 2022
+Added: (in thousands):
Carrying Value
6 unchanged sentences
Contingent consideration payable
−Removed: of December 31, 2021 (in thousands):
+Added: As of December 31, 2021 (in
Carrying Value
7 unchanged sentences
Revenue Recognition
−Removed: Company’s Pharmaceutical Development segment recognizes revenues received from contracts with its customers by revenue source,
−Removed: as the Company believes it best depicts the nature, amount, timing and uncertainty of our revenue and cash flow.
−Removed: The Company’s
−Removed: Finance Receivables segment does not have any revenues received from contracts with customers.
−Removed: following table provides the contract revenue recognized by revenue source for the three and six months ended June 30, 2022 and
−Removed: 2021 (in thousands):
+Added: The Company’s Pharmaceutical
+Added: Development segment recognizes revenues received from contracts with its customers by revenue source, as the Company believes it best
+Added: depicts the nature, amount, timing and uncertainty of our revenue and cash flow.
+Added: The Company’s Finance Receivables segment does
+Added: not have any revenues received from contracts with customers.
+Added: The following table provides
+Added: the contract revenue recognized by revenue source for the three and nine months ended September 30, 2022 and 2021 (in thousands):
Schedule of Revenue Recognized by Revenue Source
Three Months Ended
−Removed: Six Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
Pharmaceutical Development Segment
2 unchanged sentences
Total contract revenue
−Removed: Company’s contract liabilities represent advance consideration received from customers and are recognized as revenue when the
−Removed: related performance obligation is satisfied.
−Removed: Company’s contract liabilities are presented as deferred revenues and are included in accounts payable and accrued liabilities
−Removed: in the consolidated balance sheets (in thousands):
+Added: $ 5.0 million of milestone revenue
+Added: related to Enteris’s License Agreement with Cara was received during the nine months ended September 30, 2022.
+Added: The Company’s contract liabilities
+Added: represent advance consideration received from customers and are recognized as revenue when the related performance obligation is satisfied.
+Added: The Company’s contract
+Added: liabilities are presented as deferred revenues and are included in accounts payable and accrued liabilities in the consolidated balance
+Added: sheets (in thousands):
Schedule of Company's Contract Liabilities
+Added: September 30,
+Added: December 31, 2021
Pharmaceutical Development Segment
1 unchanged sentence
Total contract liabilities
−Removed: the six months ended June 30, 2022, the Company recognized $ 0.1
−Removed: million of 2021 deferred revenue from satisfaction of performance obligations.
+Added: During the nine months ended
+Added: September 30, 2022, the Company recognized $ 0.2 million of 2021 deferred revenue from satisfaction of performance obligations.
The Company did not have any contract assets
−Removed: nor did it have any contract liabilities related to the License Agreement as of June 30, 2022 or December 31, 2021.
+Added: nor did it have any contract liabilities related to the License Agreement as of September 30, 2022 or December 31, 2021.
Segment Information
−Removed: financial and descriptive information is required to be provided about reportable operating segments, considering a “management
−Removed: approach” concept as the basis for identifying reportable segments.
−Removed: The management approach is based on the way that management
−Removed: organizes the segments within the Company for making operating decisions, allocating resources, and assessing performance.
−Removed: Consequently,
−Removed: the segments are evident from the structure of the Company’s internal organization, focusing on financial information that the
−Removed: Company’s chief executive officer uses to make decisions about the Company’s operating matters.
−Removed: described in Note 1, the Company has determined it has two reportable segments:
−Removed: Finance Receivables and Pharmaceutical Development,
−Removed: and each are individually managed and provide separate services.
−Removed: Revenues by segment represent revenues earned on the services
−Removed: offered within each segment.
−Removed: The Company does not report assets by reportable segment, nor does the Company report results by
−Removed: geographic region, as these metrics are not used by the Company’s chief executive officer in assessing performance or allocating
−Removed: resources to the segments.
−Removed: performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes.
−Removed: uses this measure of net income (loss) to evaluate segment performance because the Company believes this measure is indicative of performance
−Removed: trends and the overall earnings potential of each segment.
−Removed: following tables present financial information for the Company’s reportable segments for the periods indicated (in thousands):
+Added: Selected financial
+Added: and descriptive information is required to be provided about reportable operating segments, considering a “management approach”
+Added: concept as the basis for identifying reportable segments.
+Added: The management approach is based on the way that management organizes the segments
+Added: within the Company for making operating decisions, allocating resources, and assessing performance.
+Added: Consequently, the segments are evident
+Added: from the structure of the Company’s internal organization, focusing on financial information that the Company’s chief executive
+Added: officer uses to make decisions about the Company’s operating matters.
+Added: As described in Note
+Added: 1, the Company has determined it has two reportable segments:
+Added: Finance Receivables and Pharmaceutical Development, and each are individually
+Added: managed and provide separate services.
+Added: Revenues by segment represent revenues earned on the services offered within each segment.
+Added: Company does not report assets by reportable segment, nor does the Company report results by geographic region, as these metrics are not
+Added: used by the Company’s chief executive officer in assessing performance or allocating resources to the segments.
+Added: Segment performance
+Added: is evaluated based on several factors, including income (loss) from continuing operations before income taxes.
+Added: Management uses this measure
+Added: of net income (loss) to evaluate segment performance because the Company believes this measure is indicative of performance trends and
+Added: the overall earnings potential of each segment.
+Added: The following tables
+Added: present financial information for the Company’s reportable segments for the periods indicated (in thousands):
Schedule of Reportable Segments
−Removed: Three Months Ended June 30, 2022
−Removed: Pharmaceutical
−Removed: Development and
−Removed: Holding Company
+Added: Three Months Ended September 30, 2022
+Added: Finance Receivables
+Added: Pharmaceutical Development and Other
+Added: Holding Company and Other
+Added: Other revenue
Interest expense
2 unchanged sentences
General and administrative
−Removed: Other expense, net
+Added: Other income, net
Income tax expense
Net income (loss)
−Removed: Three Months Ended June 30, 2021
−Removed: Pharmaceutical
−Removed: Development and
−Removed: Holding Company
+Added: Three Months Ended September 30, 2021
+Added: Finance Receivables
+Added: Pharmaceutical Development and Other
+Added: Holding Company and Other
Interest expense
1 unchanged sentence
Depreciation and amortization expense
−Removed: Change in fair value of acquisition-related contingent consideration
General and administrative
2 unchanged sentences
Net income (loss)
−Removed: Six Months Ended June 30, 2022
−Removed: Pharmaceutical
−Removed: Development and
−Removed: Holding Company
+Added: Nine Months Ended September 30, 2022
+Added: Finance Receivables
+Added: Pharmaceutical Development and Other
+Added: Holding Company and Other
Other revenue
3 unchanged sentences
General and administrative
−Removed: Other expense, net
+Added: Other income, net
Income tax expense
Net income (loss)
−Removed: Six Months Ended June 30, 2021
−Removed: Pharmaceutical
−Removed: Development and
−Removed: Holding Company
+Added: Nine Months Ended September 30, 2021
+Added: Finance Receivables
+Added: Pharmaceutical Development and Other
+Added: Holding Company and Other
Other revenue
7 unchanged sentences
Net income (loss)
−Removed: in Holding Company and Other are the expenses of the parent holding company and certain other enterprise-wide overhead costs, including
−Removed: public company costs and non-Enteris corporate employees, which have been included for purposes of reconciling to the consolidated amounts.
−Removed: Subsequent Events
−Removed: July 1, 2022, SWK Funding, a subsidiary of the Company, entered into a credit agreement pursuant to which SWK Funding provided to Exeevo,
−Removed: (“Exeevo”) a term loan in the amount of $ 7.5 million .
−Removed: SWK Funding funded $ 5.0 million at closing with the remaining $ 2.5
−Removed: million becoming available upon Exeevo’s satisfaction of certain future conditions.
−Removed: The loan matures on July 1, 2027 .
−Removed: In connection with
−Removed: the loan, SWK Funding also received a warrant to purchase 930 shares of Exeevo common stock.
−Removed: July 1, 2022, SWK Funding received $ 4.3 million for the payoff of the Beleodaq® royalty.
−Removed: Trio Healthcare
−Removed: Ltd., (Ostomy Products Royalty)
−Removed: July 25, 2022, SWK Funding received $ 6.1 million for the payoff of the Ostomy Products Royalty.
+Added: Included in Holding Company
+Added: and Other are the expenses of the parent holding company and certain other enterprise-wide overhead costs, including public company costs
+Added: and non-Enteris corporate employees, which have been included for purposes of reconciling to the consolidated amounts.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.