CL101 Wednesday, 09/27/17 11:06:25 AM Re: None Post # of 12564 DP & Ohman: You are welcome! ================================ Boston, thanks for the extra info on Morgan regarding metal brazing. ============================== Jana Fund took a stakes in Zimmer to help them to strategically fix Zimmer's current crappy Dental business. They joined WholeFood, then Amazon merged with Wholefood in months. This article suggested Zimmer's next move on Dental (DENTSPLY): https://www.linkedin.com/pulse/how-zimmer-biomet-deal-impact-dental-implant-market-karen-gierszewski ============================ The company has received notice from The NASDAQ Stock Market LLC ("NASDAQ") indicating that a NASDAQ Hearings Panel (the "Panel") had granted the company's request to extend the stay of the suspension of trading in the company's common stock pending the company's scheduled hearing on October 12, 2017 before the Panel and a final determination regarding the company's listing status. http://www.amedica.com/news-media/press-releases/detail/104/amedica-releases-first-and-second-quarter-2017-preliminary *** Like I have said before, R/S to buy time for hearing to wrap things up ... After hearing 4+ months extra from Nasdaq *** ================================== Today presentation slides: * New surgeons, new sales = more revenue * JDA with Morgan Ceramics = metal brazing * Si3N4 3D printing Spine Devices commercialize in 2018 - Per Sonny = greatly reduce cost * Colaborate with DENTSPLY SIRONA Inc ($14 billion Market Cap Dental Giant) * Other Global Spine Parnters in Australia, Brazil, and the UK * Japan Clearance 2017 milestone ("very soon" by Sonny!") * Japan Partnerships NGK-NTK Spark Plugs (Japan MDM) * Revenue trend is finally upward wsw.com/webcast/ladenburg3/amda/index/aspx Why is NGK Spark Plugs? Spark Plugs have something to do w/ AMDA medical devices?...at first WTF! Thanks Boston for these links: "NGK Spark Plug and Japan Medical Dynamic Marketing in Japan.To acquire 30 pct stake (7,942,764 shares) in Japan Medical Dynamic Marketing from Itochu at 780 yen per share with amount of 6,195,356,000 yen on May 16." http://www.reuters.com/finance/stocks/7600.T/key-developments/article/3358914 Check their relationship: http://www.jmdm.co.jp/eng/corporate/partners In November 2009, we concluded a joint sales agreement with Zimmer K.K. to further strengthen our product lineup and promote joint sales, thus expanding our market share at the same time. http://www.jmdm.co.jp/eng/products *** This shows they do connect to each others *** Japan is huge market for Spines & Joints, 1 out 4 Japanese, is an elderly person over 65 years old. ============================================================== "Monthly payment is: $617,582.33 based on current interest rate 13.45%" "800k - 617582.33 = 182,417.67 additional being paid." https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134674145 "Numbers are based on the information in June's PR indicating $1.3m cash lost each month to pay principle, interest, & cash burn." http://www.amedica.com/news-media/press-releases/detail/100/correction---amedica-releases-2016-preliminary-unaudited: $1.3mil - 500K burns = 800K payment usage for Hercules loan End of Loan Fee: $1,450,000 + $200,000 + 18,000 [ 0.75% X (total last payment = around $2.3 mils] = https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133617807 So based on above info: $1,668,000 / 182,417.67 ~ about 9 months (Jan - Sep) Looks like the End of Loan Fee is pretty much paid off! The debt balance based on today's presentation: $2.3 Mils Balance & $3 Mils cash with burn rate of 400K - 500K Scenarios: https://imgur.com/a/nHvBV either way...they need cash... (2 NT = no up-to-date filings = NO OFFERING!) & recent 10K says no S-3 too? Cash from where? Warrant .42, .55, $1.05 (need to be above these level). or # 3 M&A will solve the issue: 1. Payoff Hercules loan in a few days (Oct payment) 2. Modify Sonny Loan term to remove assets retention clause (CEO owns the little note, he can bend the terms anyway he wants - part of the grand plan as a bridge loan to circumvent the Hercules Loan!) *** EXAMPLE: PTEK mod. loan on 3.4.2014, then M&A on 4.30.2014 *** 3. Ready to rock & roll! Of course at the end they will have $ to pay Sonny back his loan $. But...BEARs will say Dilution, R/S BS, etc again...regarless...If it is so bad, why the short interest keeps dropping, these BIG, GIANT BEARS (in nice suits, many LCD screens) are slowly, sneakily covering: http://www.nasdaq.com/symbol/amda/short-interest If the company is not doing well like the bears have been claiming (really? debt is about to get paid off...bad thing?)...why not short it more, but instead slowly covering ... Esp. right after the "long-lived assets" audits back in June Filing. Dropped from 2,271,706 (in June) til now 1,878,182 shares (Sep 15th) 24/7 - The BEARs talk CRAP about AMDA like a POS contradicts w/ the action they took! Bears encourage Bulls to sell their shares using many dif. techniques for them to get shares to cover! ILLOGICAL!!! Why? =================================================== Regular Long-lived assets of a company is usually audited by ASC360 method, but company like AMDA has something like many other biotech companies have, which is called IPR&D (In Process R&D) asset group: Knees, Hips, Dental, CSC (Porous: Cancellous), Japan Spine, etc (China CFDA Spine is on hold - they don't want to disclose their technical know-how to China as of this moment) These IPR&D asset groups are very valuable. Passing to the right suitor like Zimmer will help them generate billions later: https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm (Page 25) Knees & Hips businesses ranking #1 w/ many billions in revenue. Pre-aquistion Valuation (For Acquirer & Target): "IPR&D must now be tested for impairment in accordance with ASC 350." http://www.wicpa.org/Content/Files/PDF/On%20Balance/JanFeb11/PreaquistionValuation.pdf There wasn't "ASC 350 (regular impairments & of course IPR&D valuation = only disclose when M&A takes place)" in 2015, 2014, & 2013 10K, but it's only in 2016 10K: https://www.sec.gov/Archives/edgar/data/1269026/000149315217010752/form10-k.htm (2016) https://www.sec.gov/Archives/edgar/data/1269026/000149315216008221/form10-k.htm (2015) https://www.sec.gov/Archives/edgar/data/1269026/000156459015001941/amda-10k_20141231.htm (2014) https://www.sec.gov/Archives/edgar/data/1269026/000119312514124269/d698775d10k.htm (2013) If you pay attention to 2016 & 2015 10K's contents, you will notice they went back & fixed 2015#s. Under what situation you will go back & audit 3-Year Financial! You tell me! IPR&D valuation could be substantial: https://www.pwc.com/us/en/cfodirect/assets/pdf/ma-snapshot-iprd.pdf AMDA isn't a biotech, but interbody medical devices company is pretty close comparison: A global public company was considering the acquisition of an early stage value-added supplier of biotechnology products. We were asked to value the material intangible assets of the target company. In its initial review of the target, the client believed the technology and IPR&D would encompass a significant portion of the purchase price. Our analysis found the value of the technology and IPR&D comprised only a small percentage of the purchase price because of the rapid rate at which the technology was evolving. Based on our (lower) value and asset life conclusions, our client concluded the acquisition would be accretive to earnings. www.valuationresearch.com/knowledge-base/alert/pre-acquisition-valuation-intangible-assets-and-contingent-consideration @@@@@@@@@@@ IPR&D M&A Examples @@@@@@@@@@@ VTAE (had no FDA approval!): The buyout fits right into Allergan’s mantra of “growth pharma.” The biotech firm currently offers products that address issues ranging from the central nervous system and gastroenterology to eye care and dermatology. Allergan’s chief research and development officer, David Nicholson, believes Contour will help Allergan speed up its R&D in “key therapeutic areas.” https://investorplace.com/2016/09/allergan-plc-ordinary-shares-agn-up-on-639m-buyout-of-vitae-pharmaceuticals-inc-vtae/#.Wcq_4siGP-g https://www.sec.gov/Archives/edgar/data/1157602/000110465916144517/a16-18504_18k.htm https://www.sec.gov/Archives/edgar/data/1157602/000104746916010789/a2227568z10-k.htm#dq17801_item_6._selected_financial_data *** 580K Revenue only *** https://www.sec.gov/Archives/edgar/data/1578845/000156459017002433/agn-10k_20161231.htm (AGN - Acquirer Page 66 for IPR&D info.) ========================================== ATLH (Target): IPR&D impairment checked by the acquirer: https://www.sec.gov/Archives/edgar/data/831547/000119312513346476/filename1.htm NT 10K on 2012-03-15 10-Q/A (previous year 2nd Quarter) on 2012-03-26 10-Q/A (previous year 3rd Quarter) on 2012-03-26 10-K (2012) on 2012-03-26 8K M&A news on 2012-04-06: https://www.sec.gov/Archives/edgar/data/1097264/000110465912024141/a12-9096_38k.htm *** very similar to AMDA scenario here! AMDA had 10-K/A, NT-10K, then 10K, hmmm.... *** https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=amda&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany This image shows examples of Form 10-K must be filed before any M&A announcement: https://imgur.com/a/SzCDt There was a Change of Control Agreement Form prepared back in 2015 (a20150722 = July 22nd): https://www.sec.gov/Archives/edgar/data/1269026/000126902615000008/a20150722_8-kxitem502cocex.htm Same exact date: https://imgur.com/YLFxpxC (on Zimmer's board) 1 day later, LOI sign with BIG ortho company: http://www.amedica.com/news-media/press-releases/detail/45/amedica-corporation-signs-additional-oem-letter-of-intent *** Looks like they wanted to sell AMDA back 2 yrs ago, but changed of mind & waited out for some reasons (i.e. more milestones completed, more clinical data collected) *** ======================================= 3 times mentioned spine business will growth in 4th Quarter (why just 4th?) "a spine business, as I said that we expect to contribute to growth in the fourth quarter and carry that momentum into 2018." "The spine market, again, we believe we are going to be growing in that market in Q4." "our expectations is that in the fourth quarter of this year, we have a global spine business on an apples-to-apples basis that’s growing and contributing to overall Zimmer Biomet growth" https://seekingalpha.com/article/4092394-zimmer-biomets-zbh-ceo-dan-florin-q2-2017-results-earnings-call-transcript But I dug thru. their filings & Q2 Transcript, this is what my calculations show: https://imgur.com/a/lCrVX *** With the above calculation, how Zimmer is going to show growth in Spine on 4th Quarter then??? *** ======================================= June 9th, 2017 PR: The Alpha launch of Amedica's Taurus™ Pedicle Screw System, a spine fixation product line that received FDA clearance in November 2016, has completed over 60 surgeries, generating a total of $450,000 in new revenue (unaudited) with 10 new surgeons trialing the system for the first time. http://www.amedica.com/news-media/press-releases/detail/100/correction---amedica-releases-2016-preliminary-unaudited & Sept 20th, 2017 PR: "Over 125 new surgeries have been performed with the system generating over $750,000 in new revenue year-to-date." http://www.amedica.com/news-media/press-releases/detail/104/amedica-releases-first-and-second-quarter-2017-preliminary Jan 1st to Jun 9th = 160 days = 60 surgeries Jan 1st to Sep 20th = 260 days = 125 surgeries will continue to grow til year end = could hits 220+ surgies??? Could AMDA 4Q revenue growth help to create a little bump on Zimmer 4Q rev. in Spine??? *** Looks like an exp. growth trend - (Revenue trend is finally upward = presentation slide) *** ======================================== https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134814758 Boston Blog shows tons of connections between the AMDA & ZBH https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134208201: CNS on Oct 7, 2017 & NASS on Oct 25, 2017 (right next to Zimmer) Zimmer still missing President of Spine (recently stepped down) & CEO (almost 3 months) They adjourn the voting again to Oct 03, 2017...Will they pay Hercules off by Oct payment! then hmm..mmm??? to me looks like they will... https://imgur.com/a/H9SoR This image shows only 20% of the deals close under 40 days, if Z wants to own Si3n4 Tech & use AMDA 4Q rev. to help to boost their Spine rev., they have to announce the news soon: https://imgur.com/a/gSJ8a ========================================= CFO was gone 3Q 2016 & as of now still no sign of CFO! www.wsj.com/articles/merger-boom-spawns-a-cfo-surplus-1433808509 The lastest 8K - Changes in Registrants' Certifying Accountant, BDO suggested AMDA should have a CFO: https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/form8-k.htm *** Removed BDO as auditing firm right after the 10Ks auditing all done & filed! *** & quickly replaced BDO with a smaller firm for just up to Dec 31, 2017! Will they continue to do business next yr SOLO or they will be under a big umbrella Zimmer by then??? Guess we will find out soon! Will you sell your shares to these guys so they can cover? One technique they use: Pretended to add shares @ .xx, then later, I just dumped my shares, follow me! https://imgur.com/a/Gat6w Long & Strong til M&A news!