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Dyadic International, Inc. (DYAI)

Q4 2015 Earnings Call· Tue, Mar 29, 2016

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Transcript

Operator

Operator

Good afternoon, ladies and gentlemen and thank you for holding. Welcome to the Dyadic International's 2015 Financial Results Conference Call. At this time, all participants are in a listen-only mode. My name is Noah and I will be your conference coordinator today. As a reminder, please note that this call is being recorded. At this time, I would like to introduce your host for today's call, Tom Dubinski, Dyadic's Vice President and Chief Financial Officer.

Thomas Dubinski

Management

Thank you, Noah. Good afternoon and thank you for joining today's conference call to discuss Dyadic's financial and operating results for the year ended December 31, 2015, which was reported in the press release issued earlier today. The press release and Dyadic’s annual report have been posted to both the Dyadic and the OTC Markets' Web sites. I'm joined today by Dyadic's President and Chief Executive Officer, Mark Emalfarb. On today’s call, Mark will cover operating highlights, further details on the DuPont transaction and post transaction corporate strategy, provide an update on our professional liability lawsuit against former professionals and I will review our financial results in more detail. We will then give you an opportunity to ask questions. Each caller will be allowed one question and one follow up question in order to provide all callers an opportunity to participate. If time permits the operator will allow additional questions from those who have already spoken. Before we begin, we would like to remind you that certain statements made in this conference call maybe forward-looking statements, which involve risks and uncertainties that could cause Dyadic's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Dyadic expressly disclaims any intent or obligation to update any forward-looking statements except as required by law. I will now turn the call over to our President and CEO, Mark Emalfarb.

Mark Emalfarb

Management

Thank you, Tom. 2015 has truly been a transformational year for Dyadic. As we enter 2016, we are debt free; we have a strong cash position with sufficient cash reserves to fund our previously announced $15 million share repurchase program and to execute on our business and scientific objectives for the foreseeable future. We recognize that in order to maximize values for shareholders, we need to uplift to NASDAQ or another major exchange. Now that we are able to meet many of the listing requirements, this is now a priority the management is focussing on. Tom Dubinski our CFO will provide further details on this matter later in this call. I am extremely pleased with Dyadic’s accomplishments in the past year with our highly regarded C1 technology and our strong financial position, we are uniquely positioned to provide additional shareholder value as we execute our near and longer term business plans. As we previously reported on December 31, 2015 we closed on the sales substantially all the assets of our industrial technology business to DuPont’s industrial Biosciences business for $75 million in cash. Approximately $7.4 million net of a certain contractual working capital adjustments of the sales price is being held in escrow until July 2017 to satisfy potential reps and warranties included in the purchase and sale agreement. In connection with the closing of the DuPont transaction, all of Dyadic’s outstanding debt had been paid off or converted into shares of Dyadic’s common stock. Additionally, total of $8.1 million convertible debt was exchanged with 6.1 million shares of Dyadic’s stock common stock for which I personally converted $1 million of debt owed to me for 690,000 shares at $1.48 per share. I have a strong belief that Dyadic’s future is very promising, therefore I decided to increase my already…

Thomas Dubinski

Management

Thank you, Mark. In our annual report as a result of the completion of the DuPont transaction we have reclassified the revenues and expenses of our former industrial technology business to income loss from discontinued operations. And the related assets and liabilities to assets held for sale and liabilities related to assets held for sale, for the years ended December 31, 2015 and 2014. As of December 31, 2015 cash and cash equivalents were approximately $68.6 million compared to $2.5 million at December 31, 2014. Cash and cash equivalents does not include the $7.4 million of cash held in escrow in connection with the DuPont transaction which we anticipate will be released in July of 2017. On December 31, 2015, we had approximately 40.3 million shares of common stock outstanding. Net loss for the year ended December 31, 2015 was approximately $1.5 million or $0.04 per basic and diluted share compared to a net loss of $2.5 million or $0.04 per basic and diluted share for the same period a year ago. Revenue and gross profit for 2015 and 2014 respectively reflect two ongoing R&D biopharmaceutical projects Sanofi and ZAPI. General and administrative expenses for the year are 27% lower than 2014, principally due to lower litigation costs. R&D expenses for the year ended December 31, 2015 decreased to zero from approximately 71,000 in 2014 as a result of the closure of our North Carolina lab in April of 2014. Other income for the quarter reflects the company's receipt of previously disclosed litigation settlement of $2,170,000 million net of fees and expenses. Net Income from discontinued operations for the year ended December 31, 2015 was approximately $67.3 million, or $1.95 per basic and diluted share, compared to a net loss of approximately 576,000 or $0.2 per basic and diluted share…

Operator

Operator

Thank you. [Operator Instructions]. And we'll take our first question from Walter Schenker with MAZ Partners.

Walter Schenker

Analyst

Hi, Mark. Realizing that we are in an interim period of March quarters I understand that -- in what terms, because you already announced one major repurchase from Abengoa, can you give us a rough estimate as to how many shares you might have repurchased to-date?

Mark Emalfarb

Management

Yes. We've already done that in today's conversation and in the press release, I mean, just its 655,000.

Thomas Dubinski

Management

688.

Mark Emalfarb

Management

655,688 shares in addition to the shares apart from Abengoa.

Walter Schenker

Analyst

No. It’s for the Abengoa. I apologize. Okay. Thank you.

Operator

Operator

We'll take our next question from Robert Hoffman with Princeton Opportunity Partners.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Hi, I just on the -- 688,655 correct.

Thomas Dubinski

Management

Yes, that's correct.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Okay, Tom. Thank you. Tom, I was wondering if you could just walk us through the cash major uses of cash from the September balance sheet through the December balance sheet, and what – we had about 6 million in cash on the balance sheet and it looked like payables and receivables were somewhat in line with each other. So I'm just trying to reconcile obviously some of the cash was used to repurchase the debt. So is there big – is there anyway you can easily characterize the movement to cash in Q4?

Thomas Dubinski

Management

Yes. Robert that's a fair question that I'm not prepared to answer. I can summarize that and we can talk later potentially. I don't have that prepared at this point.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Okay. All right. And so, I apologize, I guess this is in your annual report; I just pulled it up just now. But you said, you started the year or end of the year I guess started the year 40.3 million shares outstanding, so that's the fully diluted all of the converts can converted, correct?

Thomas Dubinski

Management

Yes. We ended the year with 40.3 million shares outstanding.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Okay. And then, obviously you've repurchased 2.8 million.

Thomas Dubinski

Management

Okay, correct. That includes what Mark covered on the share purchase in the Abengoa repurchase.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Right. And so if my math is correct, you’re somewhere north of a $1.91 a share in cash to-date, is that sort about right, if you include the ASCO cash?

Thomas Dubinski

Management

Yes. I don't have the number in front of me, but if you just take that 70, was it 68, what's the number, 68 million, right in front of you. Just take the two numbers we gave you which is like 68.

Mark Emalfarb

Management

It’s a dollar, roughly a dollar or two. Well, anyway you got this 68 million and the 7.4 million, it’s an escrow and divided by 40.3 and you come with your number as of 12/31, 2015.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Right. I'm just…

Mark Emalfarb

Management

It’s not as of today. You said as of today.

Thomas Dubinski

Management

Well, because I'm backing out that 2.8 million she spent on Abengoa and 1.06 that you spent on the open market and reduced the share count to get to the increased cash per share, because effectively you’ve been buying back shares for a discount to $1, which is a good thing, but you'll have to wait to the queue, first queue because we've also had cost and other things associated with severance and others things and other ongoing expenses.

Robert Hoffman

Analyst · Princeton Opportunity Partners.

Okay. Fair enough. Okay. Thank you.

Operator

Operator

We'll take our next question from [Indiscernible]

Unidentified Analyst

Analyst

Yes. Hi, guys. So the question I have -- I got two questions. The first one is on the buyback. What are the rules of the buyback right now as far as how many shares could you buyback per day and how does that work. Can you drive a price or not drive a price, explain to me how you're buying it back?

Thomas Dubinski

Management

We don't have any influence over price and we cannot offer a price on any particular day above an independent price that was offered in the marketplace. We're allowed to purchase upto 25% of the [Indiscernible] of the trailing four weeks, and once we hit that cap we're cut off unless we execute a one-time buy we're allowed one item large lot purchase once a week and that were precluded from using the 25% of role on a large block purchase.

Unidentified Analyst

Analyst

So, in regards to the large block purchase can that be at market or above market or does it have to be at market or below market, once you fulfill the 25% that you can buy?

Mark Emalfarb

Management

Again, I think as Tom pointed out we've turn this over to a firm and brokerage company Canaccord Adams. And they are running this program. And I believe that the trade markets were below, but it has to be based on a check by somebody else, not on our own.

Unidentified Analyst

Analyst

Correct.

Mark Emalfarb

Management

So we can't just arbitrarily pick a number. And we're not picking a number anyway, we've given the….

Unidentified Analyst

Analyst

Okay. So, that's the question, so it has to be by a check, by a seller at or below market, is that the way you understand it?

Mark Emalfarb

Management

Yes. Okay. Or it could be at a discount rate which is remarkably…

Unidentified Analyst

Analyst

Right. At or below.

Mark Emalfarb

Management

Right. Yes.

Unidentified Analyst

Analyst

All right. So the next question is you mention that you're going to be spending $4 million to $5 million of burn this year. In 2016 I'm assuming that excludes any stock buyback that just overhead. Can you explain some of the kind of where you see that going because that seems like a lot of money and tell me what kind of overhead you have and what that pertains to as far as staff and so forth if you could, your projection?

Thomas Dubinski

Management

I think there's a lot of detail on the financial statement, so you have to go to and read and getting the details. But just in general it includes research and development funding and that would be for the ZAPI program. Our contribution o what we're doing to Sanofi's program, as you can see from the financial statement and discussions we had – we're now explore to our restarting research program on insulin and in a biosimilar, biogeneric of Lucentis feel that that they are indeed included in that. Of course there's an uplifting as we're going to have to get higher additional resources like a Director of Financial Reporting for example, potentially a licensing person so that we can actually put the infrastructure in place do this internal controls and all the things we have to from a financial reporting to get ready for the uplifting. And then as the operating expenses of few that we have left in the company at the moment and the few people we're going to hire.

Unidentified Analyst

Analyst

How many – what the few people you have left in the company and where is that company, is it only in Jupiter or is there other places?

Thomas Dubinski

Management

Well, we have a subsidiary in the Netherlands and there's one employee over there is actually not employee but a consultant, let's say development and research individual that Dr. Ronan Nisqually [ph]. You have Tom and I here with three girls in the office and there's still a variety of other people here doing the transition to DuPont of the industrial enzyme business which sometime over the next few months, it will be down to currently five people here, one overseas, but we're going to be hiring a Director of Financial reporting, a licensing person and I think somebody else, I can’t remember what at the moment, but we're also looking to evaluate a new board member that can help us in our pharmaceutical business as well.

Unidentified Analyst

Analyst

Okay. So those are the three areas of where 4 million to 5 million is going. Could you gave a projection o the cost to the uplift, out of that 4 million to 5 million, is that a third of it or they're about?

Thomas Dubinski

Management

I can't give you the projection and a specific number, no.

Unidentified Analyst

Analyst

Okay. And when do you see this uplift, based on what you know, when do you see this happening?

Thomas Dubinski

Management

We haven't set a timeline so we're not – we not prepare to provide a timeline at this point because we still as I said in the conference script that we do not meet the NASDAQ requirements today. And when we're closer to that point then we'll be providing you an update.

Mark Emalfarb

Management

But I can tell you that it’s a priority that we're focusing and now that we have the financial statement strength that we do because that allows us to meet many of the things we could not in the past. We had tempted as you know to do it when we got in the 6 million from BSF and 5.5 million from Abengoa, but because of the infrastructure and the cost and all the expenses at the time including the lawsuit, and all the things that money dwindled the way. And so now we have a much lower overhead and significantly better balance sheet. We're in much better position now to make that happen, so, its one of our priority.

Unidentified Analyst

Analyst

In addition -- last question, in addition to the companies that you said that you plan on partner with, I think was four different companies, you talked about lot of different things but I think there were four. Are you talking with any other companies about your technology and the possibility of partnering out?

Mark Emalfarb

Management

The obvious answer to that is yes.

Unidentified Analyst

Analyst

That's my question. Thank you.

Operator

Operator

We'll take our next question from Anthony Marchese [ph]. He is a Private Investor.

Unidentified Analyst

Analyst

Hey, Mark, first of all congratulations, you guys have done an excellent job. I have two questions. First of all, could you just please discuss why you choose to do a buyback in this fashion that you did. I mean, it would seems to me that a Dutch Auction which many companies use would get you the results you want a lot faster. And also provide the opportunity for all investors who wish to sell back stock to the company. It such seems that Dutch Auctions had been shown to be far more effective in purchasing large amounts of stock over short period of time. So, I guess number one, can you just give me the reason why you choose that that as oppose to a Dutch Auction tender?

Mark Emalfarb

Management

First of all, we had numerous advisors that we interviewed for we chose that when we use. In addition to the advisors we have bankers and other people we have discussion with almost to 80 including most of our investors that we speak with it that call us up, did not want us to do a Dutch Auction. First and foremost, they want to a Dutch Auction and if we're not listed yet on the NASDAQ your liquidity just evaporates. So now you have liquidity and you have ability and the stockholders today have the same ability they had at the time, anybody at any given moment can make a block trade if you have a large amount of shares. You can just contact your broker. That broker can contact the marker maker that's handling this account for us. So it can accomplish the same goal but it provides liquidity over much longer period of time. What Dutch Auction just does it one time deal and you're done, somebody picks in arbitrary number. And everybody be happy or not happy, in this case it’s the market setting the price and everybody has the opportunity to sell or to buy. And so that was really almost unanimously the decision and the advice we got, because in fact we originally looked at doing a Dutch Auction.

Unidentified Analyst

Analyst

I see. Okay. And the second question is in term of realizing shareholder value, shareholder potential, I think one of the keys in my opinion would be for you guys to get out and start telling the story. So I guess the question is what are your investor relations plans over the next – I guess over the balance 2016 in terms of going out and telling the story, because I think would be probably one of the most effective ways in order to generate more interesting stock?

Thomas Dubinski

Management

And it’s a good point and quite frankly we have had those discussions with the board and we've evaluate the potentially different IR group. We have not had the lot of great experience with IR groups in the past, but we're trying to find the right people to put it in front of the right audiences, they can actually buy our shares until we get up listed on the NASDAQ or another major exchange, and we understand our concerns and we're address those concerns.

Unidentified Analyst

Analyst

Okay. Finally last question, any prospect, I think I know the answer to this, but I should ask, any prospects or any type of research coverage. And I realized it's played a -- play for the most part and the fact that you have lots of cash, and obviously for most firms they want to see you spend some money, but is there prospects or any type of true independent research?

Thomas Dubinski

Management

Well, I met with a variety of analysts and bankers and advisors at JPMorgan Conference in January which is really only two and half months ago, and lot of them are interested in the company. And obviously they are just getting their arms around we're doing. And that's one of the thing that IR firm, but the right IR firm could help us do as well as you pointed out, there were some events that these companies can see forward, but it’s a very difficult situation because we don't really need to raise capital for many, many, many years as far as we're concern, we in fact feel we have enough capital actually in business plan and buyback up to 50 million in shares in addition to the Abengoa shares. But clearly that's on our radar screen is to find a way to get more and more analyst, but the right analyst to understand what are these we're to understand the benefits of the technology, the opportunities that we're addressing which astronomical if we can actually achieve fraction of what we're trying to attempt to do. And so, we're also obviously we're trying to get this lawsuit behind us, good, better, and different. We feel extremely confident that we'll be successful against those lawyers and the actions that they took. So, there's a lot of things that are there that need to put away, get addressed and we're all over everything.

Unidentified Analyst

Analyst

Great. Anyway great job. Thanks. I appreciate the candor.

Thomas Dubinski

Management

Thanks.

Operator

Operator

Our next question comes from Paul Christopherson, Private Investor.

Unidentified Analyst

Analyst

Hi. Actually I have no questions at all, just Mark congratulations on great progress.

Mark Emalfarb

Management

And Paul, good to hear your voice, because I know that I think you're somewhere else where you use to be and we appreciate your support and time.

Unidentified Analyst

Analyst

I am happily retired.

Mark Emalfarb

Management

Okay.

Unidentified Analyst

Analyst

So I'm pondering on you to make a retirement a happy one.

Mark Emalfarb

Management

All right. We're working our best to make you and all the shareholders including my children and everyone else happy.

Unidentified Analyst

Analyst

Much appreciate.

Mark Emalfarb

Management

Thanks.

Operator

Operator

[Operator Instructions] We'll take our next question from Robert Hoffman, Princeton Opportunity Partners.

Robert Hoffman

Analyst

Yes. Thanks. I just want to clarify this, the 4 million to 5 million that is not assuming that you're going to get reimbursed by any of your partners, correct?

Thomas Dubinski

Management

I don't understand what you mean reimburse by any of our partners.

Robert Hoffman

Analyst

Well, in other words, here if Sanofi wants to do something, ask you to do or any company ask you to do something in addition to what you have plan, they're going to reimburse or pay for that added research. Are they not the plan, the business plan?

Thomas Dubinski

Management

Yes. So the business plan we have unique opportunity that I would say is most biotech companies don't have. We are very, very cash bridged and we have many, many opportunities. So we're actually evaluating as part of that $4 million to $5 million not only doing the research and development we're doing with Sanofi and with ZAPI, the beginning exploratory research and development on that Lucentis Biosimilar and insulin, but there's a few other vaccines and antibodies that we may actually tempt to move along as well as to expense money on reengineering to see one -- line, but to your point its possible by the end of 2016 that Sanofi could come up and become some kind of a major collaborator or partner or license and in fact that $4 million to $5 million may actually turn the other direction. And so, we don't know that. We anticipated getting this done by the end of the year. And if we do its going to be go know decisions which is what we talked about is it go or no-go. And of course that's probably would wipe up the entire $4 million to $5 million make us positive for the year.

Mark Emalfarb

Management

Right. That's what I was clarifying it.

Thomas Dubinski

Management

I know I think we just getting and that's what I'm trying to answer for you.

Robert Hoffman

Analyst

Another words it’s not – you're not going to burn 10 and anticipate getting five this year. You're going to burn 4 to 5, and if you get money in that's to be good?

Thomas Dubinski

Management

Yes. And by the way when we get that money in its potential that we may decide as we have in the past to accelerate R&D to bring the technology faster and further with part of it and other part of it is to reduce the burn that we don't know. We'll see where we at when that happen.

Robert Hoffman

Analyst

Normally, not a big fan of reverse stock splits, but it sounds like what you were saying before is that the only real hurdle for uplisting is your stock price, is that -- did I hear that correctly, Tom?

Thomas Dubinski

Management

Yes.

Robert Hoffman

Analyst

And like I said not a big fan of reverse stock splits because a lot of times those were done by companies that are weak. And all they do is get the price up and then it proceeds to go back down. But given that you have a very solid cash per share flow, what are your thoughts on reverse stock, a reverse stock split?

Mark Emalfarb

Management

I think as Tom pointed out if we just do a certain amount of successful things this year we should be more than adequately above the $2 share price that we have to be at for so many days. But we’d prefer not to do a reverse split if possible. It’s not out of the realm of possibilities, but we’ll evaluate that when we have all the other infrastructure in place to pull that trigger. And hopefully we won’t need to do that. We should not need to do that.

Robert Hoffman

Analyst

I would much prefer not to be that way either, but I do think that uplisting is an important, it’s a little bit of a chicken and egg without the uplisting you may not get some of the investors that you need. So you know, I’m not saying that you do a reverse split tomorrow, but if we’re sitting here on the second quarter conference call and we [Indiscernible] $2 I hope you would consider it.

Thomas Dubinski

Management

We’ve considered in the past and we will consider in the future.

Robert Hoffman

Analyst

All right. Great, thank you.

Operator

Operator

The next question comes from William Bane [ph] Private Investor.

Unidentified Analyst

Analyst

Hey guys, congratulations on a great year. I have a quick question for you Mark. Thinking about the antigen work you are doing with Sanofi, have you guys been able to think about or quantify how much it costs Sanofi rate now to make that antigen versus how much it might cost Dyadic to make it using C1, I mean what sort of cost improvement percent can people start to think about?

Mark Emalfarb

Management

Yes, you can think about whatever you like because one of the confidentiality and we can’t share that with you. But I think that the bottom line here it isn’t just the cost savings in this particular case, it’s that the initial results show the even a potentially better immune response as well. So there’s a double opportunity and it’s a CapEx, it’s an OpEx, it’s all the things we have talked about. If you go to the slide presentation we have on our website you know that might give you a good idea.

Unidentified Analyst

Analyst

Good idea in terms of what?

Mark Emalfarb

Management

In terms of the possibility of reducing CapEx and OpEx and where we think we should be, but in particular to that specific antigen, we can’t give you that information obviously.

Unidentified Analyst

Analyst

Right. But like broadly speaking forget about that antigen in particular. If you are talking like just very very broadly, I mean are you talking about a 10% reduction in the cost to produce these things or 20% or a range of you know it’s a range you can give us?

Thomas Dubinski

Management

Let me just give you some parameters and some thoughts about how to look at this, okay.

Unidentified Analyst

Analyst

That will be great, that will be great.

Thomas Dubinski

Management

All right. So, I’m going to compare it to a Chinese Hamster Ovary, which you call is Cho cell which is one way that they use it, a lot of these glycoproteins, okay. Just as an example.

Unidentified Analyst

Analyst

Sure.

Thomas Dubinski

Management

It takes 12 to 15 days typically to run that process. So in the case of C1, we say it can be five to seven days. So it’s basically half to a third to time. So even if we got just a same productivity levels we can do it in half the time that it’s a big savings, right.

Unidentified Analyst

Analyst

Right.

Thomas Dubinski

Management

Now in addition to just the same productivity level, we expect to get significantly higher productivity levels and then you get for Chinese Hamster Ovaries versus C1. Now I can’t use the example of 80 grams per liter, which is what we’ve achieved on a fumble gene because I don’t expect that we are ever going to get those kind of levels in an antibody for example, however we don’t need that because typical Cho cells are between 1 and 4 grams per liter, so we don’t have to get much higher to produce something in half the time and maybe twice the yield and then of course we can scale to you know twenty times the size if that need into, but you won’t need to because in the human therapeutic side obviously we can produce higher levels at lower cost in less time with cheaper media. And then there is a whole advantage of downstream recovery in some of these proteins where, when you use Chinese Hamster Ovary, there is the pry ons that you have to separate and filter out out which you don’t have to do with C1 because the pry ons don’t exist in fungi. So there is a variety of ways. It’s more the safety, the regulatory hurdles and the comfort and its going to be yields in cost to the pharmaceutical institute we have to overcome. So I think everybody can envision using C1 to make larger volumes in a short amount of time with lower media cost. It’s going to be improving the efficiency and the safety and effectiveness in gaining that comfort. And there is a lot of proteins that are out there, if somebody’s’ pharmaceutical company can make any material sell anyway because when you over express them at a Chinese Hamster Ovary, it’s too toxic and it kills itself. And so there is a possibility that we can take C1 and bring some new drug to the market that otherwise may never get there, and it has nothing to do with cost, that’s just an opportunity gain. So there is so many different reasons in places that C1 may bring value to the pharmaceutical industry that we have to just uncover those gems [ph] and opportunities by having two way communication with those clients, and the potential clients.

Unidentified Analyst

Analyst

That’s fantastic color, I really appreciate it.

Mark Emalfarb

Management

Okay, thanks.

Operator

Operator

[Operator Instructions] I’m showing no further questions at this time. And we’ll now turn the call back to Mr. Emalfarb for closing comments.

Mark Emalfarb

Management

I want to take this opportunity to thank all of our stakeholders for the support during this past year and to each of you who have taken the time to participate on today’s conference call.

Operator

Operator

This concludes our program for today. You may all disconnect.