UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 17, 2021
SWK HOLDINGS CORPORATION
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-39184 | 77-0435679 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 14755 Preston Road, Suite 105, Dallas TX | 75254 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(972) 687-7250
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common
Stock, par value $0.001 per share |
SWKH | The Nasdaq Stock Market LLC | ||
| Preferred
Stock Purchase Rights |
SWKH | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 2.02. | Results of Operations and Financial Condition. |
Attached as Exhibit 99.1 is a copy of a press release of SWK Holdings Corporation (the “Company”), dated May 17, 2021, reporting the Company’s financial results for the first quarter of 2021. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 17, 2021, the Board appointed Marcus Pennington as a director. As described below, it is expected that Mr. Pennington will be appointed to the strategic review committee.
Mr. Pennington, age 35, is a Director at Carlson Capital where has worked on the investment team since 2011. At Carlson, Mr. Pennington manages an equity relative value portfolio and serves as a member of the Firm’s risk committee and valuation committee. Prior to Carlson, Mr. Pennington was the Deputy Chief of Staff in the investment division of the Teacher Retirement System of Texas and worked at the U.S. Treasury Department’s Office of Economic Policy. Mr. Pennington received a BBA in Finance and Economics from Texas A&M University, where he graduated Magna Cum Laude.
| Item 7.01. | Regulation FD Disclosure. |
On May 17, 2021, the Company issued a press release announcing the intention of the Company’s board of directors (the “Board”) to form a strategic review committee to identify, review and explore strategic alternatives with a view to maximizing stockholder value. The Company also announced the withdrawal of the previously-announced proposal submitted by funds affiliated with Carlson Capital, L.P. (“Carlson”) to acquire the Company’s loan and royalty assets.
In addition, as described above, the Board appointed Marcus Pennington, a Director at Carlson, to serve as a member of the Board and a nominee for election at the 2021 annual meeting of stockholders. The strategic review committee will be chaired by Mr. Pennington and will also include existing directors Edward B. Stead and Michael D. Weinberg. The Company has also committed to Carlson that, if requested by Carlson prior to the Company’s 2022 annual meeting of stockholders, the Board will promptly appoint an additional non-executive, independent director to be mutually agreed between the Board and Carlson to serve as a member of the Board.
The Board has not made any decision to enter into any transaction at this time, and there can be no assurance that the exploration of strategic alternatives will result in any transaction being announced or agreed upon. The Company has not set a timetable for the exploration of strategic alternatives, and the Company does not intend to comment on the strategic process any further until the Board and the strategic review committee have approved a specific transaction or as the Company otherwise determines to be appropriate or required by law. A copy of the Company’s press release is attached as Exhibit 99.2.
The information in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release of SWK Holdings Corporation, dated May 17, 2021, Reporting 2021 First Quarter Financial Results |
| 99.2 | Press Release of SWK Holdings Corporation, dated May 17, 2021, Announcing Board Changes, Formation of Strategic Review Committee and Update on Previously-Disclosed Non-Binding Proposal |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SWK HOLDINGS CORPORATION | ||
| By: | /s/ Winston L. Black III | |
| Winston Black | ||
| Chief Executive Officer | ||
Date: May 17, 2021
EXHIBIT INDEX
Exhibit 99.1
SWK Holdings Corporation Announces Financial Results for First Quarter 2021
Conference Call and Live Audio Webcast Scheduled for Tuesday, May 18, 2021 at 10:00 a.m. ET
Corporate Updates
| · | YTD SWK has closed two financings totaling up to $14.0 million |
| · | Enteris BioPharma subsidiary announced completion of manufacturing facility expansion and launch of CDMO business |
| · | SWK to form a strategic review committee to identify, review and explore strategic alternatives to maximize stockholder value | |
| · | Marcus Pennington named to Board of Directors |
First Quarter 2021 Finance Receivables Segment Updates:
| · | As of March 31, 2021, tangible book value per share was $16.31, a 10.6% increase from March 31, 2020 |
| · | For the first quarter 2021, finance portfolio effective yield was 13.8%, a 40-bps increase compared with 13.4% for the first quarter 2020 |
| · | For the first quarter 2021, finance portfolio realized yield was 16.7%, compared to 16.2% for the first quarter 2020 |
| · | Core finance receivables business generated adjusted non-GAAP net income of $6.8 million for the quarter ended March 31, 2021, a 39% increase compared to $4.9 million for the quarter ended March 31, 2020 |
| · | As of March 31, 2021, total investment assets were $219.0 million, a 21.1% increase from March 31, 2020 |
| · | Post quarter close, two borrowers experienced liquidity events and repaid SWK, which realized a cumulative 1.5x MOIC (multiple on invested capital) on capital deployed, excluding warrants in publicly traded Harrow Health, which SWK continues to own |
Dallas, TX, May 17, 2021 – SWK Holdings Corporation (Nasdaq: SWKH), a life sciences focused specialty finance company catering to small and mid-sized companies, today provided a business update and announced its financial and operating results for the first quarter ended March 31, 2021.
“During the first quarter of 2021, SWK generated further value creation highlighted by the 16.7% realized yield in our finance receivables segment and continued strong credit trends,” stated Winston Black, Chairman and CEO of SWK. “The core of our business – investing in small and mid-sized life sciences companies with differentiated commercial products – remains strong given the innovation in healthcare and the need for companies to obtain capital to enable such innovation to reach the marketplace. SWK continues to identify companies and technologies where our expertise and financial offerings can yield benefits to the borrower and positive returns for SWK's shareholders. Illustrative of this business strategy were the two financings made thus far in 2021. In March, we closed a $9.0 million loan with Sincerus Pharmaceuticals, Inc., a 503B compounding pharmacy focused on dermatology customers, and in April we completed a $5.0 million synthetic royalty purchase with Ideal Implant, Inc., a medical device company focused on the aesthetics space.”
Mr. Black concluded, “I am pleased that our subsidiary, Enteris BioPharma, achieved a significant milestone with the recent completion of its manufacturing facility expansion and launch of its contract development and manufacturing (CDMO) business. Enteris’ manufacturing capabilities were a significant potential growth driver when we acquired the company in 2019, with a key opportunity being the build-out of its manufacturing operations to accommodate later stage clinical trial and commercialization needs. With the expansion complete, Enteris has the manufacturing capability to produce clinical trial material through Phase 3, as well as products for commercial launch. This capacity will enable Enteris to seek deeper development and manufacturing relationships by providing custom solutions from bench to market.”
First Quarter 2021 Financial Results
For the first quarter 2021, SWK reported total revenue of $9.4 million compared to $7.3 million for the first quarter 2020. The $2.1 million net increase in revenue was primarily due to higher finance receivables interest income.
Income before taxes for the first quarter 2021 totaled $4.3 million compared to a $3.4 million loss for the same period the previous year. The year-over-year $7.7 million increase is primarily driven by a $1.5 million increase in income from finance receivables, a $0.5 million increase in revenue from our Pharmaceutical Development segment, a $0.1 million reduction in general and administrative expense, a $2.2 million unrealized gain on derivatives, a $1.8 million unrealized gain on equity investments, a $0.4 million decrease in deferred taxes, and a $1.8 million decrease in amortization expenses related to Enteris' intangible assets.
GAAP net income for the quarter ended March 31, 2021 totaled $3.4 million, or $0.26 per diluted share, compared to a loss of $4.7 million, or $0.36 per diluted share for the first quarter 2020. For the first quarter 2021, non-GAAP adjusted net income was $4.7 million and non-GAAP adjusted net income for the finance receivables segment was $6.8 million, compared to $2.8 million and $4.9 million, respectively, during the first quarter 2020.
Income producing assets (defined as finance receivables and corporate debt securities) totaled $210.1 million as of March 31, 2021. This is a 20.2% increase compared with the income producing assets of $174.8 million as of March 31, 2020. Total investment assets, which includes income producing assets plus equity-linked securities, totaled $219.0 as of March 31, 2021 compared to the March 31, 2020 total investment assets of $180.9 million.
Tangible financing book value per share totaled $16.31 as of March 31, 2021, a 10.6% increase from $14.75 as of March 31, 2020. Management views tangible financing book value per share as a relevant metric to value the company’s core finance receivable business. Book value per share was $19.07 as of March 31, 2021 compared to $17.96 as of March 31, 2020.
Tables detailing SWK’s financial performance for the first quarter 2021 are below.
Portfolio Status
During the first quarter 2021, the Company deployed $7.1 million through one transaction:
| · | Closed $9.0 million loan to Sincerus Pharmaceuticals, Inc. with $7.1 million funded at close |
| · | Post quarter close, SWK closed a $5.0 million synthetic royalty financing with Ideal Implant, Inc. with $3.0 million funded at close. |
As of May 10, 2021 SWK had $3.9 million of unfunded commitments.
At the end of the first quarter 2021, the weighted average projected effective yield of the finance receivables portfolio was 13.8%, including non-accrual positions, versus 13.4% at the end of the first quarter of last year. The projected effective yield is the rate at which income is expected to be recognized pursuant to the Company’s revenue recognition policies, if all payments are received pursuant to the terms of the finance receivables and excludes non-interest earning assets such as warrants and equity investments.
For the first quarter 2021, the realized yield of the finance receivables portfolio was 16.7%, versus 16.2% for the first quarter the previous year. The realized yield is inclusive of all fees, including all realized unamortized fees, amendment fees, and prepayment fees, and is calculated based on the simple average of finance receivables at the beginning and end of the period. The realized yield is greater than the effective yield due to actual cash collections being greater than modeled.
Total portfolio investment activity for the three months ended March 31, 2021 and 2020 was as follows (in thousands):
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Beginning Portfolio | $ | 212,405 | $ | 178,648 | ||||
| Interest paid-in-kind | 13 | 467 | ||||||
| Impairment expense | — | (163 | ) | |||||
| Investment in finance receivables | 7,100 | 5,500 | ||||||
| Investment in marketable investments | 233 | — | ||||||
| Loan discount and fee accretion | 602 | 536 | ||||||
| Net unrealized gain (loss) on marketable investments and warrants assets | 983 | (2,697 | ) | |||||
| Principal payments received on investments | (1,321 | ) | (561 | ) | ||||
| Royalty paydowns | (1,001 | ) | (804 | ) | ||||
| Ending Portfolio | $ | 219,014 | $ | 180,926 | ||||
Borrower Liquidity Events
Subsequent to March 31, 2021, two borrowers experienced liquidity events and repaid SWK:
| · | On April 1, borrower Tenex Health, Inc. was purchased by Trice Health, Inc. At close of the transaction, Tenex made a $6.5 million payment to SWK to pay off its loan |
| · | On April 30, borrower Harrow Health, Inc. used proceeds from a bond offering to make a $9.4 million payment to SWK to pay off SWK’s portion of Harrow's loan. SWK continues to own warrants in Harrow, which were valued at $1.9 million as of March 31, 2021 |
SWK will realize gains on these repayments during the quarter ending June 30, 2021.
Adjusted Non-GAAP Net Income
The following table provides a reconciliation of SWK’s reported (GAAP) consolidated net income to SWK’s adjusted consolidated net income (Non-GAAP) for the three-month period ended March 31, 2021 and March 31, 2020. The table eliminates provisions for income taxes, non-cash mark-to-market changes on warrant assets and equity securities, amortization of Enteris intangible assets and loss on remeasurement of contingent consideration.
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Consolidated net income (loss) | $ | 3,389 | $ | (4,660 | ) | |||
| Add (Subtract): Income tax expense (benefit) | 939 | 1,253 | ||||||
| Add (Subtract): Enteris amortization expense | 1,601 | 3,414 | ||||||
| Add (Subtract): (Gain) loss on fair value of derivatives | (283 | ) | 1,860 | |||||
| Add (Subtract): (Gain) loss on fair value of equity securities | (932 | ) | 890 | |||||
| Adjusted income before provision (benefit) for income taxes | 4,714 | 2,757 | ||||||
| Adjusted provision (benefit) for income taxes | — | — | ||||||
| Non-GAAP Consolidated Net Income | $ | 4,714 | $ | 2,757 | ||||
In the table above, management has deducted the following non-cash items: (i) change in the fair-market value of equities and warrants as mark-to-market changes are non-cash, (ii) income taxes as the Company has substantial net operating losses to offset against future income, (iii) amortization expense associated with Enteris intangible assets, and (iv) loss on remeasurement of contingent consideration.
Finance Receivable Adjusted Non-GAAP Net Income
The following table provides a reconciliation of SWK’s consolidated adjusted income before provision for income taxes, listed in the table above, to the non-GAAP adjusted net income for the finance receivable segment for the three-month period ended March 31, 2021. The table eliminates Enteris operating losses. The adjusted income before the provision for income taxes is derived in the table above and eliminates provisions for income taxes, non-cash mark-to-market changes on warrant assets and equity securities.
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Non-GAAP consolidated net income | $ | 4,714 | $ | 2,757 | ||||
| Add (Subtract): Enteris operating (gain) loss, excluding amortization expense | 2,040 | 2,119 | ||||||
| Adjusted finance receivable segment income before provision (benefit) for income taxes | 6,754 | 4,876 | ||||||
| Adjusted provision (benefit) for income taxes | — | — | ||||||
| Non-GAAP Finance Receivable Net Income | $ | 6,757 | $ | 4,876 | ||||
Conference Call Information
SWK Holdings will host a conference call and live audio webcast on Tuesday, May 18, 2021, at 10:00 a.m. ET, to discuss its corporate and financial results for the first quarter 2021. Interested participants and investors may access the conference call by dialing either:
| · | (844) 378-6488 (U.S.) |
| • | (412) 317-1079 (international) |
An audio webcast will be accessible via the Investors Events & Presentations section of the SWK Holdings’ website: https://swkhold.investorroom.com/events. An archive of the webcast will remain available for 90 days beginning at approximately 11:30 a.m. ET, on May 18, 2021.
Non-GAAP Financial Measures
This release includes non-GAAP adjusted net income and non-GAAP finance receivable segment net income, which are not metrics that are compliant with generally accepted accounting principles in the United States (GAAP).
| · | Non-GAAP adjusted net income is adjusted for certain items (including (i) changes in the fair-market value of public equity-related assets and SWK's warrant assets as mark-to-market changes are non-cash, (ii) income taxes as the Company has substantial net operating losses to offset against future income, and (iii) depreciation and amortization expenses, primarily associated with the Enteris acquisition). |
| · | In addition to the adjustments noted above, non-GAAP finance receivable segment net income also excludes Enteris operating losses. |
| · | Tangible financing book value per share excludes the deferred tax asset, intangible assets, goodwill, Enteris PP&E, and contingent consideration associated with the Enteris transaction. |
| · | Adjusted return on tangible financing book value is calculated by dividing finance receivables segment adjusted non-GAAP net income by Tangible financing book value. |
These non-GAAP measures may not be directly comparable to similar measures used by other companies in our industry, as other companies may define such measures differently. Management believes that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends and provides useful additional information relating to our operations and financial condition. These metrics should be considered in addition to, and not as a replacement for, the most comparable GAAP measure.
About SWK Holdings Corporation
SWK Holdings Corporation is a specialty finance company with a focus on the global healthcare sector. SWK partners with ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK's business partners and its investors. SWK believes its financing structures achieve an optimal partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing its partners to monetize future cash flow with minimal dilution to their equity stakes. SWK also owns Enteris Biopharma, whose core Peptelligence® drug delivery technology creates oral formulations of peptide-based and BCS class II, III, and IV small molecules. With Enteris, SWK has the opportunity to grow its specialty finance business by actively building a wholly-owned portfolio of milestones and royalties through licensing activities. Additional information on the life science finance market is available on the Company's website at www.swkhold.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as "believes," "expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar expressions are forward-looking statements. Because these statements reflect SWK's current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption "Risk Factors" and elsewhere in SWK's Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect the Company's future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the Company's actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
For more information, please contact:
Tiberend Strategic Advisors, Inc.
Maureen McEnroe, CFA (Investors)
212-375-2664
Jason Rando/Johanna Bennett (Media)
212-375-2665/212-375-2686
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share data)
| March 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,610 | $ | 3,008 | ||||
| Interest and accounts receivable, net | 2,171 | 1,911 | ||||||
| Marketable investments | 2,142 | 1,210 | ||||||
| Other current assets | 984 | 542 | ||||||
| Total current assets | 6,907 | 6,671 | ||||||
| Finance receivables, net | 209,903 | 204,491 | ||||||
| Marketable investments | 223 | 241 | ||||||
| Investment in TRT | 3,491 | 3,491 | ||||||
| Deferred tax asset, net | 26,573 | 27,491 | ||||||
| Warrant assets | 3,255 | 2,972 | ||||||
| Intangible assets, net | 11,853 | 13,617 | ||||||
| Goodwill | 8,404 | 8,404 | ||||||
| Property and equipment, net | 5,451 | 5,211 | ||||||
| Other non-current assets | 1,158 | 1,312 | ||||||
| Total assets | $ | 277,218 | $ | 273,901 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 4,045 | $ | 3,652 | ||||
| Revolving credit facility | 11,159 | 11,758 | ||||||
| Total current liabilities | 15,204 | 15,410 | ||||||
| Contingent consideration payable | 16,900 | 16,900 | ||||||
| Other non-current liabilities | 1,036 | 1,079 | ||||||
| Total liabilities | 33,140 | 33,389 | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | — | — | ||||||
| Common stock, $0.001 par value; 250,000,000 shares authorized; 12,795,607 and 12,792,586 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 13 | 13 | ||||||
| Additional paid-in capital | 4,431,101 | 4,430,924 | ||||||
| Accumulated deficit | (4,187,036 | ) | (4,190,425 | ) | ||||
| Total stockholders’ equity | 244,078 | 240,512 | ||||||
| Total liabilities and stockholders’ equity | $ | 277,218 | $ | 273,901 | ||||
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands, except per share data)
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenues: | ||||||||
| Finance receivables interest income, including fees | $ | 8,679 | $ | 7,136 | ||||
| Pharmaceutical development | 198 | 148 | ||||||
| Other | 496 | 18 | ||||||
| Total revenues | 9,373 | 7,302 | ||||||
| Costs and expenses: | ||||||||
| Impairment expense | — | 163 | ||||||
| Interest expense | 145 | 101 | ||||||
| Pharmaceutical manufacturing, research and development expense | 1,548 | 1,150 | ||||||
| Depreciation and amortization expense | 1,682 | 3,505 | ||||||
| General and administrative | 2,885 | 3,040 | ||||||
| Total costs and expenses | 6,260 | 7,959 | ||||||
| Other income (expense), net | ||||||||
| Unrealized net gain (loss) on warrants | 283 | (1,860 | ) | |||||
| Unrealized net gain (loss) on equity securities | 932 | (890 | ) | |||||
| Income (loss) before provision for income taxes | 4,328 | (3,407 | ) | |||||
| Provision for income taxes | 939 | 1,253 | ||||||
| Consolidated net income (loss) | $ | 3,389 | $ | (4,660 | ) | |||
| Net income (loss) per share | ||||||||
| Basic | $ | 0.26 | $ | (0.36 | ) | |||
| Diluted | $ | 0.26 | $ | (0.36 | ) | |||
| Weighted Average Shares | ||||||||
| Basic | 12,793 | 12,913 | ||||||
| Diluted | 12,810 | 12,913 | ||||||
SWK HOLDINGS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Consolidated net income (loss) | $ | 3,389 | $ | (4,660 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Impairment expense | — | 163 | ||||||
| Amortization of debt issuance costs | 46 | 47 | ||||||
| Deferred income taxes | 918 | 1,253 | ||||||
| Change in fair value of warrants | (283 | ) | 1,860 | |||||
| Change in fair value of equity securities | (699 | ) | 890 | |||||
| Loan discount amortization and fee accretion | (628 | ) | (536 | ) | ||||
| Interest paid-in-kind | (13 | ) | (467 | ) | ||||
| Stock-based compensation | 177 | 187 | ||||||
| Depreciation and amortization expense | 1,682 | 3,505 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Interest and accounts receivable | (260 | ) | 543 | |||||
| Other assets | (308 | ) | (462 | ) | ||||
| Accounts payable and other liabilities | 350 | 994 | ||||||
| Net cash provided by operating activities | 4,371 | 3,317 | ||||||
| Cash flows from investing activities: | ||||||||
| Investment in equity securities | (233 | ) | — | |||||
| Investment in finance receivables | (7,100 | ) | (5,500 | ) | ||||
| Repayment of finance receivables | 2,304 | 1,348 | ||||||
| Corporate debt securities principal payment | 18 | 18 | ||||||
| Purchases of property and equipment | (321 | ) | — | |||||
| Other | 163 | (249 | ) | |||||
| Net cash used in investing activities | (5,169 | ) | (4,383 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net (payments) proceeds from credit facility | (600 | ) | 14,288 | |||||
| Repurchases of common stock, including fees and expenses | — | (62 | ) | |||||
| Net cash (used in) provided by financing activities | (600 | ) | 14,226 | |||||
| Net (decrease) increase in cash and cash equivalents | (1,398 | ) | 13,160 | |||||
| Cash and cash equivalents at beginning of period | 3,008 | 11,158 | ||||||
| Cash and cash equivalents at end of period | $ | 1,610 | $ | 24,318 | ||||
Exhibit 99.2

SWK
Holdings and Carlson Capital L.P. Announce Board Changes, Formation of Strategic Review
Committee and Update on Previously-Disclosed
Non-Binding Proposal
Dallas, TX, May 17, 2021 – The Board of Directors (the “Board”) of SWK Holdings Corporation (Nasdaq: SWKH) (the “Company” or “SWK”) and its controlling stockholder, funds affiliated with Carlson Capital, L.P. (“Carlson”), announced today that the Board and Carlson have jointly agreed that the Board will form a strategic review committee (the “Strategic Review Committee”) to identify, review and explore strategic alternatives for the Company with a view to maximizing stockholder value.
In connection with this decision, the Board has agreed to immediately appoint Marcus Pennington, a Director at Carlson, to serve as a member of the Board and a nominee for election at the 2021 annual meeting of stockholders. The Strategic Review Committee will be chaired by Mr. Pennington and will also include existing directors Edward B. Stead and Michael D. Weinberg and intends to commence its work immediately. The Company has also committed to Carlson that, if requested by Carlson prior to the Company’s 2022 annual meeting of stockholders, the Board will promptly appoint an additional non-executive, independent director to be mutually agreed between the Board and Carlson to serve as a member of the Board.
In addition, in support of the Strategic Review Committee’s mandate, Carlson announced that it has withdrawn its previously announced non-binding proposal from April 5, 2021 for a fund managed by Carlson to acquire the Company’s loan and royalty assets. After careful consideration and further negotiation on the proposed transaction, Carlson and the previously-disclosed special committee of non-executive, independent directors of the Company (the “Special Committee”) jointly concluded that they would not be able to reach an agreement on the terms of the potential transaction and Carlson would withdraw its proposal in support of the Strategic Review Committee’s mandate. The Special Committee stated “We thank Carlson for its proposal and the open and collaborative spirit in which we have been able to discuss the Company’s future together.” The Board expects to dissolve the Special Committee in the near future.
Clint Carlson, President and Chief Investment Officer of Carlson, stated “We had made an initial proposal and subsequent enhancements to the proposal that we thought significantly enhanced SWK stockholder value and are disappointed that we were not able to complete the transaction. However, as it is clear that the proposed transaction is not proceeding, the formation of this Strategic Review Committee to pursue and evaluate third-party strategic alternatives has the full support of Carlson Capital, and we look forward to working together and seeking to deliver enhanced value to SWK’s stockholders as expeditiously as possible.”
The Board has not made any decision to enter into any transaction at this time, and there can be no assurance that the exploration of strategic alternatives will result in any transaction being announced or agreed upon. The Company has not set a timetable for the Strategic Review Committee’s exploration of strategic alternatives, and it does not intend to comment further unless the Board and the Strategic Review Committee have approved a specific transaction or the Company has otherwise determined that further disclosure is appropriate or required by law.
About SWK Holdings:
SWK is a specialized finance company with a focus on the global healthcare sector. SWK partners with ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK’s business partners and its investors. SWK believes its financing structures achieve an optimal partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing its partners to monetize future cash flow with minimal dilution to their equity stakes. SWK also owns Enteris Biopharma (“Enteris”), whose core Peptelligence™ drug delivery technology creates oral formulations of peptide-based and BCS class II, III, and IV small molecules. With Enteris, SWK has the opportunity to grow its specialty finance business by actively building a wholly-owned portfolio of milestones and royalties through licensing activities. Additional information on the life science finance market is available on the Company’s website at www.swkhold.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. Because these statements reflect SWK’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include statements regarding the formation of the Strategic Review Committee and the Strategic Review Committee’s review of strategic alternatives. Investors should note that many factors, as more fully described under the caption “Risk Factors” and elsewhere in SWK’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect the Company’s future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
For more information, please contact:
Jason Rando (Media)
Tiberend Strategic Advisors, Inc.
+1.212.375.2665
Maureen McEnroe,
CFA (Investors)
+1 212.375.2664