Document
Unaudited Pro Forma Consolidated Financial Statements
On March 19, 2025, SWK Holdings Corporation (“the Company”) entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with SCOF SPV I, LP, a Delaware limited partnership and an entity affiliated with Soleus Capital Management L.P. (the “Purchaser”) for the sale and assignment to Purchaser (the “Royalty Sale”) of the Company’s rights to receive royalties and other amounts payable or that may become payable under certain contracts to which SWK Funding LLC, a wholly owned subsidiary of the Company (“SWK Funding”), is a party, comprising the majority of the Company’s royalty portfolio for an aggregate purchase price of approximately $34.0 million.
The unaudited pro forma consolidated financial statements were derived from the Company’s historical consolidated financial statements for the respective periods. The unaudited pro forma consolidated balance sheet as of December 31, 2024 gives effect to the Royalty Sale as if they had occurred on December 31, 2024. The unaudited pro forma consolidated financial statements of operations for the year ended December 31, 2024 give effect to the Royalty Sale as if they had occurred on January 1, 2024.
The unaudited pro forma adjustments are based on available information and certain assumptions that we believe are reasonable as of the date of this Current Report on Form 8-K to which these unaudited pro forma consolidated financial statements are included. Assumptions underlying the pro forma adjustments related to the Royalty Sale are described in the accompanying notes. The pro forma adjustments reflected herein are based on management’s expectations regarding the Royalty Sale. The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the results of operations of future periods or the results of operations that actually would have been realized had the Royalty Sale been executed on the dates or for the periods presented.
Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 2024
The unaudited pro forma consolidated financial statements should be read in conjunction with the audited December 31, 2024 consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed on March 20, 2025 (in thousands except for par value and share amounts) As Reported Transaction accounting adjustments - Royalty Sale Pro Forma Assets: Current assets: Cash and cash equivalents (1) $ 5,927 $ 33,990 $ 39,917 Assets held for sale 6,398 — 6,398 Interest, accounts receivable and other receivables, net (2) 5,788 (1,865) 3,923 Other current assets 2,141 — 2,141 Total current assets 20,254 32,125 52,379 Finance receivables (3) 277,760 (33,541) 244,219 Collateral on foreign currency forward contract 2,750 — 2,750 Marketable investments 580 — 580 Deferred tax assets, net 23,484 — 23,484 Warrant assets 4,366 — 4,366 Property and equipment, net 48 — 48 Other non-current assets 2,993 — 2,993 Total assets $ 332,235 $ (1,416) $ 330,819 Liabilities and Stockholders' Equity: Current liabilities: Accounts payable and accrued liabilities $ 2,810 $ — $ 2,810 Liabilities held for sale 1,255 — 1,255 Deferred income 1,500 — 1,500 Total current liabilities 5,565 — 5,565 Unsecured senior notes, net 31,412 — 31,412 Revolving credit facility 6,233 — 6,233 Other non-current liabilities 335 — 335 Total liabilities 43,545 — 43,545 Commitments and contingencies (Note 6) Stockholders' equity: Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding — — — Common stock, $0.001 par value; 250,000,000 shares authorized; 12,497,770 shares issued and outstanding 12 — 12 Additional paid-in capital 4,419,991 — 4,419,991 Accumulated deficit(4) (4,131,313) (1,416) (4,132,729) Total stockholders' equity 288,690 (1,416) 287,274 Total liabilities and stockholders' equity $ 332,235 $ (1,416) $ 330,819
Unaudited Pro Forma Consolidated Statements of Income
For the Year Ended December 31, 2024
(in thousands except for earnings per share amounts)
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As Reported |
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Transaction accounting adjustments - Royalty Sale |
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Pro Forma |
Revenues: |
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Finance receivable interest income, including fees (1) |
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$ |
40,787 |
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$ |
(6,470) |
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$ |
34,317 |
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Pharmaceutical development |
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3,616 |
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— |
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3,616 |
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Other |
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584 |
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— |
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584 |
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Total revenues |
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44,987 |
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(6,470) |
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38,517 |
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Costs and expenses: |
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Provision for credit losses (2) |
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12,756 |
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305 |
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13,061 |
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Loss on impairment of intangibles assets |
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5,771 |
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— |
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5,771 |
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Interest expense |
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4,685 |
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— |
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4,685 |
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Pharmaceutical manufacturing, research and development expense |
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2,203 |
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— |
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2,203 |
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Change in fair value of acquisition-related contingent consideration |
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(4,900) |
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— |
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(4,900) |
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Depreciation and amortization expense |
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1,399 |
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— |
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1,399 |
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General and administrative expense |
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11,487 |
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— |
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11,487 |
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Income From Operations |
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$ |
11,586 |
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$ |
(6,775) |
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$ |
4,811 |
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Other income (expense), net: |
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Unrealized net gain on warrants |
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$ |
2,406 |
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$ |
— |
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$ |
2,406 |
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Net gain on Exercise of Warrants |
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445 |
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— |
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445 |
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Net loss on Marketable Investments |
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(266) |
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— |
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(266) |
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Realized gain on asset payoff |
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1,065 |
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— |
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1,065 |
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Gain on revaluation of finance receivable |
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2,495 |
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— |
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2,495 |
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Realized and unrealized foreign currency transaction gains (3) |
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641 |
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1,229 |
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1,870 |
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Income before income tax expense |
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18,372 |
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(5,546) |
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12,826 |
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Income tax expense |
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4,884 |
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— |
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4,884 |
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Net income |
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13,488 |
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(5,546) |
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7,942 |
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Net income per share |
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Basic |
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$ |
1.09 |
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(0.45) |
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0.64 |
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Diluted |
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$ |
1.08 |
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(0.45) |
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0.63 |
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Weighted average shares outstanding |
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Basic |
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12,369 |
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12,369 |
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12,369 |
Diluted |
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12,451 |
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12,451 |
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12,451 |
Notes to Unaudited Pro Forma Consolidated Financial Statements
1. Basis of Pro Forma Presentation
The accompanying unaudited pro forma financial statements of the Company were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial information of the Company. The consolidated financial information has been adjusted in the accompanying pro forma financial statements to give effect to the disposition of the Company’s royalty assets
The unaudited pro forma consolidated balance sheet as of December 31, 2024 gives effect to the Royalty Sale as if it had occurred on December 31, 2024.
The unaudited pro forma consolidated financial statements of operations for the year ended December 31, 2024, give effect to the Royalty Sale as if it had occurred on January 1, 2024.
2. Adjustments to the Pro Forma Consolidated Balance Sheet
Explanations of the adjustment to the pro forma consolidated balance sheet are as follows:
(1). The royalty sale gross consideration of $34.0 million.
(2). Interest receivable on sold royalty assets as of December 31, 2024.
(3). Net book value of sold royalty assets as of December 31, 2024.
3. Adjustments to the Pro Forma Consolidated Statement of Operations
Explanations of the adjustments to the pro forma consolidated statements of operations are as follows:
(1). To remove the income on sold royalty assets for the year ended December 31, 2024.
(2). To remove the provision for credit loss on sold royalty assets for the year ended December 31, 2024.
(3). To remove the impact of the foreign currency loss on sold royalty assets for the year ended December 31, 2024.