Enterprising Investor
4 years ago
PDL Announces Timeline for Voluntarily Delisting from Nasdaq (12/08/20)
- Expects to File a Certificate of Dissolution on January 4, 2021
- Trading in PDL’s Common Stock on Nasdaq to be Suspended Prior to Market Opening on December 31, 2020
INCLINE VILLAGE, Nev. (December 8, 2020) - PDL BioPharma, Inc. (“PDL” or the “Company”) (Nasdaq: PDLI) today announced that it has formally notified The Nasdaq Stock Market, Inc. of its intent to delist the Company’s common stock from the Nasdaq Global Select Market (“Nasdaq”). PDL expects to file a Form 25 (Notification of Removal from Listing) with the Securities and Exchange Commission (the “SEC”) and Nasdaq relating to the voluntary delisting of its common stock on or about December 28, 2020 and to suspend trading of its common stock on the Nasdaq Global Select Market prior to the opening of trading on December 31, 2020. PDL does not expect that a trading market will develop for its common stock following suspension of trading on Nasdaq. PDL intends to file a certificate of dissolution with the Delaware Secretary of State on or about January 4, 2021 and close its stock transfer books at the close of business on this date. The official delisting of PDL’s common stock will be effective on or about January 7, 2021 – 10 days after the filing of the Form 25.
PDL also intends to file a Form 15 with the SEC as soon as practicable following the effectiveness of the delisting to indefinitely suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The suspension of PDL’s reporting obligations, including the obligation to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be effective upon filing the Form 15. PDL does however intend to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 in March 2021.
The voluntary delisting and deregistration are part of PDL’s previously announced voluntary Plan of Dissolution that was approved by the Board of Directors in February 2020 and at the Annual Meeting of the Company’s stockholders on August 19, 2020. The Company’s Board of Directors considered a number of factors in determining to delist and deregister PDL’s common stock, including the costs and expenses associated with being a publicly traded company, the auditing, legal and other costs associated with continuing to make SEC filings, and the burdens placed on Company management to comply with the
continued listing and reporting requirements, all in light of the Company’s planned dissolution and liquidation.
About PDL Biopharma, Inc.
Throughout its history, PDL's mission has been to improve the lives of patients by aiding in the successful development of innovative therapeutics and healthcare technologies. PDL BioPharma was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanization of monoclonal antibodies, enabling the discovery of a new generation of targeted treatments that have had a profound impact on patients living with different cancers as well as a variety of other debilitating diseases. In 2006, the Company changed its name to PDL BioPharma, Inc.
On August 19, 2020, PDL announced at the Company's 2020 Annual Meeting of Stockholders approval by stockholders for a Plan of Dissolution authorizing the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution. At its November 5, 2020 meeting, the Board resolved that the Certificate of Dissolution will be filed on January 4, 2021.
For more information please visit https://www.pdl.com/
NOTE: PDL, PDL BioPharma, the PDL logo and associated logos and the PDL BioPharma logo are trademarks or registered trademarks of, and are proprietary to, PDL BioPharma, Inc. which reserves all rights therein.
KW0941
10 years ago
I believe most of people already know PDLI royalty income issue, and I just simply summarize in the following paragraph. All information came from PDLI 10K and 10Q.
PDLI re-classed the royalty payment from Depomed as investment, and used discounted cash flow analysis. It increased PDLI income for $18,976,000, and this re-classed lead SEC raised concern and requested the company submitted additional information.
In the asset side of Depomed investment, PDLI re-classed the Depomed intangible to investment, and used discounted cash flow analysis instead of amortization.
I leave both issues to SEC and law firm to pursue, and I am interest to their business model.
Most of people think PDLI is a cash cow and generated static income from its Queen et al patent. However, people don’t realize the patent is expiring in this year 12/2/2014.
“We have been issued patents in the United States and elsewhere, covering the humanization of antibodies, which we refer to as our Queen et al. patents. Our Queen et al. patents, for which final patent expiry is in December 2014, cover, among other things, humanized antibodies, methods for humanizing antibodies, polynucleotide encoding in humanized antibodies and methods of producing humanized antibodies.
Our '761 Patent, which expires on December 2, 2014, covers methods and materials used in the manufacture of humanized antibodies. In addition to covering methods and materials used in the manufacture of humanized antibodies, coverage under our ‘761 Patent will typically extend to the use or sale of compositions made with those methods and/or materials.” From PDLI 10 Q 06/30/2014.
It will greatly affect PDLI’s royalty income once the patent expires. In order to maintain the dividend payment, PDLI decided to investment into smaller pharmaceutical company.
PDLI started lend money to other pharmaceutical companies in 2012.
First, we should see the breakdown of note receivables for threes years for comparison.
unaudited
Year 2014/6months 2013 2012 2011
Wellstat $50.191M $47.694M $41.098M $ -
Merus Labs$ - $ - $30M $ -
AxoGen $28.942M $26.544M $22.110M $ -
Avinger $20.422M $20.250M $ - $ -
LENSAR $39.591M $39.572M $ - $ -
Durata $40M $24.995M $ - $ -
DFM $35.049M $34.799M $ - $ -
Paradigm S $49.517M $ - $ - $ -
Kaleo $155.407M $ - $ - $ -
Hyperion $1.2M $1.194M $ - $ -
Total NR $420.319M $195.048M $93.208M $ -
There is 450% increase of note receivable from 2012 to 2014, and it will be safe to say that PDLI invested heavily into small pharmaceutical companies in the last three years.
Second, we should look at the term that PDLI offer to these small pharmaceutical companies. I summarized the notes receivable term in the following list, and all information came from 10 Q 6/30/2014.
6. Notes Receivable and Other Long-term Receivables
Wellstat Diagnostics Note Receivable and Credit Agreement
$50.2 million and defaulted in June 2014.
$40M 5% interest rate
$10M 12% interest rate
Hyperion
Loan $2.3M
Royalty from Jan 1, 2012 to Dec 31, 2013
Two payment for $1.2m each payable on Mar 5, 2013 and Mar 5, 2014.
Paid $1.2M in Mar 5, 2013.
$1.2 million defaulted in March 5, 2014.
AxoGen
PDLI paid $20.8 million but accounted for $29 million in the book.
9.95% royalties based on AxoGen’s net revenues.
Avinger
$20.5 million for 12% interest rate. Maturity date is April 2018.
LENSAR
$35 million for 15.5% interest rate. Maturity date is oct 2018.
Durata
$40M for 14% interest rate. Maturity date is oct 2018.
Direct Flow medical
$35 million for 15.5% int rate. Maturity date is nov, 2018.
Paradigm Spine
$49 million for 13% int rate. Maturity date is aug 2019.
kaleo
$155m for 13% int rate. Maturity date is mar 2029.
10% net sale of Evzio.
100% royalty from Auvi-Q.
It appears that PDLI loaning money to these small pharmaceutical companies for at least more than 10% of interest rate.
Third, we should look up PDLI notes payable amount and the interest rate.
As of unaudited
Year 06/2014 06/2014 2013 2012 2011
Series 2012 Note 2.875% $47.160M $172.63M $165.528M $ -
May 2015 Notes 3.75% $150.797M $148.253M $143.433M $138.952M
Feb 2015 Notes 4% $272.824M $ - $991,000 $177.663M
Term Loan 2.22% $37.364M $74.397M $ - $93.37M
Total NP $508.145M $395.28M $309.952M $409.985M
PDLI paid the interest no more than 5% to the bond holders.
Conclusion:
PDLI loaned money to small pharmaceutical companies, and most of them are not listed in the stock market and they won’t posted their financial statement in their web site. There are two companies that are listed in the stock market which are AxoGen and Durata.
Durata
2013 2012 2011
Net Income $(62,141,000) $(62,539,000) $(33,033,000)
AxoGen
2013 2012 2011
Net Income $(14,557,000) $(9,418,000) $(10,248,000)
Both companies had negative net income for the last three years. If company had positive net income, then it would try to obtain money from cheaper source, such as bank or issue stocks. PDLI lend money to the companies because they knew that they had no other option beside them. These companies were not able to obtain cheap money and they had to give up everything in order to obtain money from PDLI. PDLI became pharmaceutical pawn shop, and this is a very risky business. These companies will be default their loan at any time. According to the PDLI 6/30/2014-10Q filing, Wellstat and Hyperion already defaulted their payment. Although, it is only about 12.22% of total note receivable, but this is a hint. As of 9/23/2014, PDLI invested approximately $750M, and there is no sight to slow down. PDLI is ballooning their finance business and the cash will be a problem. PDLI will either increase the credit line with bank or issue more bonds to get more cheap money to sustain their finance business. If there are more companies default their obligation, then it will eventually put PDLI into insolvency. So far PDLI still has solid income to support them to obtain cheap money from the bank and public. How long it can be sustain? I do not know. However, PDLI’s business model looks similar to Lehman Brothers that invested heavily into the sub-prime incident.