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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended JANUARY 31, 1999
Commission file number: 1-8366
POLYDEX PHARMACEUTICALS LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Commonwealth of the Bahamas None
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
421 Comstock Road, Toronto, Ontario, Canada M1L 2H5
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (416) 755-2231
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Shares, $.016 Par Value Boston Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: SAME
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant, computed by reference to the average bid and
ask prices of such stock as of March 31, 1999: $5,537,777.50.
The number of Common Shares outstanding as of March 31, 1999: 3,016,917.
Documents Incorporated By Reference
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended January 31, 1999, are incorporated by reference into Part II.
Portions of the Registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on June 24, 1999, are incorporated by reference into
Part III.
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PART I
ITEM 1. BUSINESS
INTRODUCTION
Polydex Pharmaceuticals Limited (the "Registrant") was incorporated
under the laws of the Commonwealth of the Bahamas on June 14, 1979 as Polydex
Chemicals Limited, and changed its name on March 28, 1984. The address of its
statutory office in the Bahamas is c/o Higgs & Johnson, 83 Shirley Street,
Nassau, Bahamas: telephone (242) 322-8571. The Registrant's current business
is conducted through two of its subsidiaries, Polydex Chemicals (Canada)
Limited, a wholly-owned Canadian corporation incorporated in 1969, which
itself conducts its business through its wholly-owned subsidiary, Dextran
Products Limited ("Dextran Products") (incorporated in Ontario in 1966) and
Chemdex, Inc. ("Chemdex"), a 90% owned Kansas corporation incorporated in
1987. On November 30, 1992, Chemdex acquired from Continental Grain Company
100% of the issued and outstanding share capital of Veterinary Laboratories
Inc. ("Vet Labs"), a Kansas corporation, which previously had been
wholly-owned by the Registrant. On December 1, 1992, Vet Labs and Sparhawk
Laboratories Inc. ("Sparhawk") entered into a joint venture (the "Sparhawk
Joint Venture") for the purpose of manufacturing and selling veterinary
pharmaceutical products. Sparhawk is an affiliated company owned primarily by
the management of the Sparhawk Joint Venture. The Registrant controls the
Sparhawk Joint Venture through its control of the board of directors. On May
9, 1995, the Registrant acquired from its then Chairman (now Vice-Chairman),
Thomas C. Usher, a 90% interest in Novadex International Inc. ("Novadex
International"), a Bahamian corporation. The Registrant acquired the
remaining 10% interest in Novadex International from an unaffiliated third
person on July 14, 1997. The principal asset of Novadex International is a
patent, developed by Mr. Usher, for the use of Cellulose Sulphate in a number
of applications including the development of a new contraceptive gel.
GENERAL
The current business of the Registrant is the manufacture and sale
of Dextran and several of its derivatives, including Iron Dextran and Dextran
Sulphate, veterinary pharmaceutical products and other specialty chemicals,
and cosmetic raw materials, with some related research and development.
Dextran, a generic name applied to certain synthetic compounds
formed by bacterial growth on sucrose, is a polymer or giant molecule. The
name Polydex combines the words "polymer" and "dextran."
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DESCRIPTION, USAGE AND REGULATED ASPECTS OF THE PRODUCTS
The operations of the Registrant are presently carried on through
Dextran Products and Vet Labs. These subsidiaries operate in two industry
segments: the manufacture and sale of veterinary pharmaceutical products and the
manufacture and sale of Dextran and derivatives.
IRON DEXTRAN
A. DESCRIPTION
Iron Dextran is a derivative of Dextran produced by complexing Iron
with Dextran. Iron Dextran is injected into most pigs at birth as a treatment
for anemia.
B. REGULATION AND USAGE
Sales presently are being made by the Registrant in the following
countries, which have approved the use of Iron Dextran for animals, require no
approval, or accept the Canadian registration: Canada (registration number
R625), Denmark, France, Switzerland, Hong Kong, Germany, the Netherlands,
Finland, Ecuador, Thailand, Hungary, Italy, Malaysia, the Philippines, Japan,
Brazil, Korea, Spain, Sweden, Israel, New Zealand, Mexico, Costa Rica, and
Australia. In the United States, sale for veterinary use requires the approval
of the U.S. Food and Drug Administration (the "FDA"). Chemdex has FDA approval
for veterinary use of Iron Dextran in the United States. For classification
purposes, the Registrant treats these sales of the Iron Dextran raw materials as
sales of Iron Dextran.
DEXTRAN SULPHATE
A. DESCRIPTION
Dextran Sulphate is a specialty chemical which finds use in research
applications of the pharmaceutical industry and other centers of chemical
research.
B. REGULATION AND USAGE
The Dextran Sulphate manufactured by the Registrant is sold in
Australia, Switzerland, France, the Netherlands, New Zealand and the United
States, where it is used in limited quantities in the manufacture of film, as
well as analytical chemical applications. This usage requires no regulatory
approval.
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VETERINARY PRODUCTS
A. DESCRIPTION
The Registrant manufactures sterile injectable products, tablets and
boluses, internal and external solutions, ointments and powders.
B. REGULATION AND USAGE
The products are sold in the United States and are predominantly used
by large animal veterinarians and by farmers for the treatment of various
diseases and conditions that affect farm animals. The Vet Labs facility is
regulated and inspected by the FDA and the U.S. Drug Enforcement Agency.
SALES, DISTRIBUTION AND RELIANCE UPON FOREIGN COUNTRIES
IRON DEXTRAN AND DEXTRAN SULPHATE
The Registrant sells Iron Dextran on an exclusive basis in certain
countries and on a non-exclusive basis elsewhere. Dextran Sulphate is sold on a
non-exclusive basis throughout the world. For the fiscal year ended January 31,
1999, no single customer accounted for 10% or more of total sales.
The Registrant has not changed its mode of distribution of Iron Dextran
or Dextran Sulphate during the past twelve fiscal years. The Registrant sells
its product primarily to independent distributors and wholesalers throughout the
world. Orders are forwarded to the Registrant's manufacturing facilities in
Toronto, Ontario, Canada where they are processed and shipped. The Canadian
Embassies and Consulates in various countries also assist the Registrant by
making available information regarding the Registrant and its products.
VETERINARY PRODUCTS
All of the sales of Vet Labs for the fiscal year ended January 31, 1999
were within the United States. Distribution is achieved through private label
buying groups who then distribute to their own distributors, and through full
service independent distributors who purchase products under Vet Labs' house
labels. Private label products accounted for approximately 81% of sales with
house label sales contributing approximately 15%. In addition, Vet Labs also
does "contract filling" for other industry companies. Four customers (all
private label buying groups) accounted for 66% of sales at Vet Labs, with
individual customer shares ranging from less than 1% to 21%. Management does not
believe that the loss of any one or more of these customers would have a
material adverse effect upon Vet Labs' results of operations.
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WORKING CAPITAL REQUIREMENTS
There are no special inventory requirements or credit terms extended to
customers that would have a material adverse effect upon the Registrant's
working capital.
PATENTS, TRADEMARKS AND LICENSES
IRON DEXTRAN
Effective February 1, 1995, the Registrant entered into an agreement
with Novadex Inc., an affiliated company, whereby Novadex Inc. granted the
Registrant the exclusive worldwide license to use a certain process developed by
Novadex Inc. for producing Iron Dextran. This process allows the Registrant to
produce Iron Dextran at a lower cost than would otherwise be possible. The term
of the license agreement is 10 years. The Registrant pays a license fee based on
production volumes. Upon the expiration of the license, the technology relating
to the process described above will belong to the Registrant, with no further
obligation to make royalty payments to Novadex Inc.
The technology in the field of Dextran and its derivatives is
undergoing continuous expansion and development. The manufacture of Dextran and
its derivatives may be achieved by different processes and variations (including
glycoside, which is in the public domain). Therefore, the Registrant does not
believe that the license agreement described above gives it any substantial
competitive advantage.
DEXTRAN SULPHATE
This material was patented under U.S. patent number 4,855,410 in
August, 1989 and has been tested with other drugs for efficacy in controlling
the HIV virus. At this time research has been halted so that the Registrant can
focus its resources on projects relating to cystic fibrosis and Cellulose
Sulphate. Once these projects have been completed, the Registrant expects to
return its attention to Dextran Sulphate.
VETERINARY PRODUCTS
Vet Labs holds a New Animal Drug Application from the FDA for the
production of 10% Bulk Iron Hydrogenated Dextran. In addition, Chemdex holds a
Drug Master File for the manufacture of 10% Injectable Iron Hydrogenated Dextran
which makes it the only approved source of Bulk Iron in the United States.
ELASTIN AND COLLAGEN
These materials were patented under U.S. patent numbers 4,659,740 and
4,784,986 on April 21, 1987 and November 15, 1988, respectively. The patents
cover a process whereby the materials are modified in such a way as to penetrate
the skin and act as a hydrating agent.
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CELLULOSE SULPHATE
During the fiscal year ended January 31, 1996, a patent for a new
method of manufacture of Cellulose Sulphate was purchased for $1 million. The
process was patented under U.S. patent number 5,378,828 in June of 1995. Prior
to development of the patented process the manufacture of the compound required
the use of dangerous and environmentally sensitive chemicals. The new method is
safer, and appears to produce a more consistent product. This material appears
to have applications in film manufacture and capsule production and is presently
being investigated in conjunction with the Rush Institute of the University of
Chicago as a potential contraceptive which also has antiviral capabilities. With
regard to the latter application, the Registrant is looking to perform human
clinical trials and to this end most of the animal toxicology work necessary for
the filing of an Investigation New Drug (IND) has been completed. The IND will
be filed when all of the work is complete.
CYSTIC FIBROSIS
Effective April 1, 1994, the Registrant entered into a Research
Agreement (the "UBC Research Agreement") with an affiliated company and the
University of British Columbia ("UBC"). On April 1, 1996, the UBC Research
Agreement was amended and expanded to include a number of Canadian hospitals.
Under the terms of the UBC Research Agreement, the Registrant has agreed to
provide equipment and funding in return for continuing research on cystic
fibrosis to be carried out in connection with two patents issued in 1996. U.S.
patent number 5,441,938 is held jointly by UBC and the Registrant, whereas U.S.
patent number 5,514,665 is held by UBC and licensed to the Registrant. In
conjunction with the UBC Research Agreement, UBC granted the Registrant, through
a sub-licensing agreement with an affiliated company, an exclusive worldwide
license to manufacture, distribute and sell products derived or developed from
the research performed. The Registrant will pay a quarterly royalty, based on
sales.
STATUS OF NEW PRODUCTS OR INDUSTRY SEGMENTS
There has been no public announcement of, and no information otherwise
has been made public about, a new product or industry segment that would require
the investment of a material amount of the assets of the Registrant or that
otherwise is material.
SUPPLIERS AND SALES
IRON DEXTRAN AND DEXTRAN SULPHATE
With regard to its basic raw materials, the Registrant utilizes one
basic supplier for its sugar requirements and one basic supplier for its Iron.
Both of these materials, as well as others used by the Registrant, are readily
available from numerous suppliers at competitive prices in the market. The
Registrant has no long-term contracts with any of its suppliers.
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The Registrant is dependent upon a single source for a certain raw
material used in the production of Dextran Sulphate. Such supply was adequate in
fiscal 1999 and no shortages are anticipated in the near term. However, any
curtailment in availability of such raw material could be accompanied by
production or other delays as well as increased raw material costs, with
consequent adverse effect on the Registrant's results of operations.
VETERINARY PRODUCTS
Raw materials are readily available from a variety of suppliers at
competitive prices in the market. The Registrant has no long-term contracts with
any of its suppliers.
BACKLOG AND SEASONALITY
The Registrant's backlog as at January 31, 1999 was approximately
$800,000, whereas backlog as at January 31, 1998 was approximately $1,000,000.
All of these orders are expected to be filled within the current fiscal year.
The Registrant's business is not seasonal to any material extent.
COMPETITION
The Registrant is the only Canadian manufacturer of Iron Dextran and,
as a result of its acquisition of Vet Labs, the Registrant is also the only
manufacturer of the 10% Bulk Solution in the United States. There exist several
European sources of Iron Dextran. However, the only other major supplier of Iron
Dextran is located in Denmark. Dextran Sulphate is also manufactured by several
manufacturers in the U.S. and Europe. With regard to Iron Dextran and Dextran
Sulphate, the Registrant competes on the basis of quality, service and price.
The Registrant currently produces approximately 50 veterinary products
including analgesics, anti-diarrheals, topical antiseptics, nutritional
supplements, local and general anesthesia agents and euthanizing agents. Primary
market segments include beef and dairy cattle, swine, equine and to a small
extent, companion animals (dogs and cats). With the exception of Iron Dextran
and Nitrofurazone ointment, the product offering is generic or non-licensed (non
NADA). As such, all products are subject to numerous competitors. In addition to
competing on the basis of quality, service and price, the Registrant
differentiates itself from competitors through its ability to supply multiple
product dosage forms (i.e., injectables, boluses, tablets, liquids and powders)
and provide customers with technical and regulatory support and assistance from
in-house quality control and regulatory departments.
RESEARCH AND DEVELOPMENT
During the fiscal years ended January 31, 1999, 1998, and 1997, the
Registrant expended $33,063, $184,901 and $92,063, respectively, on research and
development relating primarily to cystic fibrosis and Cellulose Sulphate. The
fiscal 1999 decrease is due to the recognition of investment tax credits of
$201,762, as a result of the continued profitability of Canadian
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operations. Total cash outlays for research and development were $234,825 in
fiscal 1999 before taking into account the investment tax credit recognition.
ENVIRONMENTAL COMPLIANCE
The Registrant believes that it is in substantial compliance with all
existing applicable foreign, federal, state and local environmental laws and
does not anticipate that such compliance will have a material effect on its
future capital expenditures, earnings or competitive position.
GOVERNMENTAL CONTRACTS
No portion of the Registrant's business is subject to renegotiation of
profits or termination of contracts or subcontracts at the election of the U.S.
Government.
EMPLOYEES
As of March 31, 1999, the Registrant employed 79 employees, of whom 53
were engaged in production, 14 in quality control, 2 in research and
development, 7 in administration and 3 in marketing and sales activities. Of
such employees, 54 were employed by Vet Labs and 25 by Dextran Products. None of
the Registrant's employees are covered by collective bargaining agreements.
Management considers its relations with employees to be good.
RECENT DEVELOPMENTS -- NEW PRODUCTS
ACTIVATED COLLAGEN AND ELASTIN
Collodex, a modified collagen, has been formulated as a principal
ingredient of a cosmetic skin cream. During fiscal 1999, the Registrant engaged
several marketing companies for the promotion of this product. To date, efforts
by these companies have met with limited success. At the present time, minor
sales are being made to cosmetic manufacturers in the Pacific Rim with the
potential for increased sales in the future.
Elastin, a material with similar applications, has been developed by
the Registrant. It has not been commercialized, however, and no sales are
expected to occur in the current fiscal year.
CYSTIC FIBROSIS
Cystic fibrosis is a genetic disease which causes a cascade of effects,
the most severe being a build up of mucus in the lungs. This mucus is difficult
to remove and also permits the colonization of bacteria which then cause
secondary infections and often death. Research relating to cystic fibrosis is
underway in collaboration with the University of British Columbia where in vitro
studies are being performed. This research has shown that a special form of
Dextran, Usherdex 4, is effective in preventing the colonization of bacteria in
the mouth and in stimulating the macrophages in the lungs to remove the bacteria
present and lessen secondary
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infections. The Registrant is in preliminary discussions with certain companies
about financing or forming an alliance to further this research through clinical
trials and to market, however, the results of their discussions are
indeterminable at this time. Further animal work is being planned prior to the
commencement of human clinical trials.
CELLULOSE SULPHATE
Production of this product was halted in 1989 when the customer found a
substitute. However, interest in the industrial use of Cellulose Sulphate has
been revived and samples have been supplied, but it is difficult to predict if
sales will occur this year. As discussed above, research is also underway in the
United States to evaluate the use of this material as a contraceptive gel with
antiviral capabilities. The Registrant is currently in preliminary discussions
with certain companies to fund the further research necessary to commercialize
this Cellulose Sulphate product, however, the results of these discussions are
indeterminable at the present time.
SEGMENTED INFORMATION
The information regarding the geographic distribution of revenue,
operating results and assets set forth in Note 15 to the Registrant's
Consolidated Financial Statements included in the Registrant's Annual Report to
Shareholders for the fiscal year ended January 31, 1999 is incorporated herein
by reference.
ITEM 2. PROPERTIES
The Registrant's wholly-owned subsidiary, Polydex Chemicals (Canada)
Limited, maintains its executive and sales offices and its manufacturing plant
of approximately 30,000 square feet in Toronto, Ontario, Canada.
The Registrant operates a fermentation plant in Toronto, Ontario,
Canada, having the capacity to produce both 10% and 20% Iron Dextran at the rate
of up to 10,000 litres a week (there are 1.057 quarts in one litre). Present
production is approximately 8,000 litres a week. Complexing of the Iron Dextran
takes place in Toronto, Ontario, Canada.
Dextran Sulphate presently is manufactured at the Registrant's plant in
Toronto, Ontario, Canada where reactors and spray drying equipment are
available. The Registrant presently manufactures approximately 500 kilos of
Dextran Sulphate per quarter (there are 2.2 pounds in one kilo), and has the
capacity to manufacture 500 kilos per month simultaneously with the 10,000
litres per week of Iron Dextran.
The Registrant has submitted engineering drawings in connection with
the planned refurbishment of the Toronto facility to the relevant governmental
authorities for approval. A building permit has been issued and further review
is now being performed by a GMP consultant.
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A scope of work has been developed and it is anticipated that equipment will
begin to be purchased and installed in the second quarter of fiscal 2000.
Through its subsidiary Vet Labs, the Registrant manufactures tablets
and boluses, internal and external solutions, ointments, powders and injectable
products. The manufacturing facility is located on 8 acres of land in Lenexa,
Kansas. The plant is 55,000 square feet with separate production areas for each
of the above product groups. The plant has the capacity to manufacture over
200,000 boluses per day, 4,000 gallons of liquids per day, 1,500 pounds of
powder per day and 1,000 gallons of injectable products per day. Although the
facility is currently running at approximately 50% of capacity, warehouse space
is limited. The Registrant intends to commence construction of additional
warehouse space on the existing property in the second quarter of fiscal 2000.
Each of the properties described above is owned by the Registrant.
Management believes that the Registrant's facilities are adequate for its
present requirements. These facilities have additional capacity for expansion of
production of existing and new products. The Registrant considers its current
equipment to be in good condition and suitable for the operations involved.
ITEM 3. LEGAL PROCEEDINGS
On May 23, 1996, FMMG, Inc. ("FMMG") filed suit against the Registrant
in the United States District Court for the Southern District of Florida seeking
damages for the alleged breach of an option given by the Registrant in favor of
FMMG and another company with respect to 160,000 shares of common stock in
Novatek International, Inc. previously held by the Registrant. The Registrant
intends to vigorously defend the action. However, it is not possible at this
point in time to accurately predict the likelihood of an unfavorable outcome or
the magnitude of any potential damages.
There are no other material pending legal proceedings other than
ordinary routine litigation incidental to the business, to which the Registrant
or any of its subsidiaries is a party, or to which any of the their property is
subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the Registrant's fourth quarter
ended January 31, 1999.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The information contained under the caption "Market for the Company's
Common Stock and Related Security Holder Matters" in the Registrant's Annual
Report to Shareholders for the fiscal year ended January 31, 1999 is
incorporated herein by reference.
The following information is provided in addition to the information
incorporated by reference as mentioned above.
There are no governmental laws, decrees or regulations in the
Commonwealth of the Bahamas applicable to the Registrant that restrict the
export or import of capital, including foreign exchange controls, or that affect
the remittance of dividends or other payments to nonresident holders of the
Registrant's Common Shares. Furthermore, U.S. holders of the Registrant's Common
Shares are not subject to taxes under Bahamian law.
ITEM 6. SELECTED FINANCIAL DATA
The information required under this item is included under the caption
"Financial Highlights" in the Registrant's Annual Report to Shareholders for the
fiscal year ended January 31, 1999 and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required under this item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's Annual Report to Shareholders for the fiscal
year ended January 31, 1999 and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The information required under this item is included under the caption
"Qualitative and Quantitative Disclosures About Market Risk" in the Registrant's
Annual Report to Shareholders for the fiscal year ended January 31, 1999 and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Registrant's Consolidated Financial Statements are included in the
Registrant's Annual Report to Shareholders for the fiscal year ended January 31,
1999 and are incorporated herein by reference. Supplementary financial
information is not required.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required under this item is incorporated herein by
reference from the material contained under the captions "Board of Directors,"
"Proposals,""Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A, not
later than 120 days after the end of the fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this item is incorporated herein by
reference from the material contained under the captions "Board of Directors,"
"Board Meetings and Committees," "Compensation of Executive Officers,"
"Employment Agreements" and "Company Stock Performance" in the Registrant's
definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A, not later than 120 days after the end of
the fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required under this item is incorporated herein by
reference from the material contained under the caption "Ownership of Voting
Securities" in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the end of the fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required under this item is incorporated herein by
reference from the material contained under the caption "Transactions With the
Company" in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later than
120 days after the end of the fiscal year.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this Annual Report
on Form 10-K:
(1) Financial Statements included in the Registrant's
Annual Report to Shareholders for the fiscal year
ended January 31, 1999 and incorporated by reference
from Exhibit 13 filed herewith
Auditors' Report to the Shareholders -- Ernst & Young LLP
Chartered Accountants
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Schedules for which provision is made in the
applicable accounting regulation of the Securities
and Exchange Commission are not required under the
related instructions or are inapplicable, and
therefore, have been omitted.
(3) Exhibits
3.1 Memorandum of Association of Polydex
Pharmaceuticals Limited, as amended (filed
as Exhibit 3.1 to the Annual Report on Form
10-K filed April 30, 1997, and incorporated
herein by reference)
3.2(a) Articles of Association of Polydex
Pharmaceuticals Limited, as amended (filed
as Exhibit 3.2 to the Quarterly Report on
Form 10- Q filed September 9, 1997, and
incorporated herein by reference)
3.2(b) Certificate of Amendment to the Articles of
Association of Polydex Pharmaceuticals
Limited, as amended
10.1 Employment Agreement between Polydex
Pharmaceuticals Limited and Thomas C. Usher
dated December 22, 1993, as amended on
November 1, 1996 (filed as Exhibit 10.1 to
the Annual Report on Form 10-K filed April
30, 1997, and incorporated herein by
reference)*
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10.2 Amendment to Employment Agreement between
Polydex Pharmaceuticals Limited and Thomas
C. Usher dated February 1, 1999*
10.3 Employment Agreement between Polydex
Pharmaceuticals Limited and George G. Usher
dated December 22, 1993 (filed as Exhibit
10.2 to the Annual Report on Form 10-K filed
April 30, 1997, and incorporated herein by
reference)*
10.4 Amendment to Employment Agreement between
Polydex Pharmaceuticals Limited and George
G. Usher dated February 1, 1999*
10.5 Research Agreement among Dextran Products
Limited, Canadian Microbiology Consortium,
British Columbia's Children's Hospital and
the University of British Columbia, dated
April 1, 1996 (filed as Exhibit 10.4 to the
Annual Report on Form 10-K filed April 30,
1997, and incorporated herein by reference)
10.6 Joint Venture Agreement among Chemdex, Inc.,
Veterinary Laboratories Inc. and Sparhawk
Laboratories, Inc., dated December 1, 1992
(filed as Exhibit 10.5 to the Annual Report
on Form 10-K filed April 30, 1997, and
incorporated herein by reference)
10.7 Manufacturing Agreement among Sparhawk
Laboratories, Inc., Agri Laboratories, Ltd.
and Veterinary Laboratories Inc., dated
September 23, 1996 (filed as Exhibit 10.6 to
the Annual Report on Form 10-K filed April
30, 1997, and incorporated herein by
reference)
10.8 Stock Sale and Purchase Agreement between
Continental Grain Company and Polydex
Pharmaceuticals Limited dated October 30,
1992, as amended on November 22, 1996 (filed
as Exhibit 10.8 to the Annual Report on Form
10-K filed April 30, 1997, and incorporated
herein by reference)
13 Annual Report to Shareholders for the fiscal
year ended January 31, 1999 (only those
portions incorporated herein by reference)
21 Subsidiaries of Polydex Pharmaceuticals
Limited (filed as Exhibit 21 to the Annual
Report on Form 10-K filed April 30, 1997,
and incorporated herein by reference)
23 Consent of Ernst & Young LLP Chartered
Accountants
27 Financial Data Schedule
* Indicates a management contract or compensatory plan or arrangement
(b) Reports on Form 8-K
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
POLYDEX PHARMACEUTICALS LIMITED
Dated April 29, 1999 By: /s/ George G. Usher
-----------------------------------------
George G. Usher, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Date: April 29, 1999 /s/ George G. Usher
--------------------------------------------
George G. Usher, Director, President
and Chief Executive Officer
(Principal Executive Officer)
Date: April 29, 1999 /s/ Sharon Wardlaw
--------------------------------------------
Sharon Wardlaw, Treasurer, Secretary
and Chief Financial and Accounting
Officer (Principal Financial and
Accounting Officer)
Date: April 29, 1999 /s/ Joseph Buchman
--------------------------------------------
Joseph Buchman, Director
Date: April 29, 1999 /s/ Derek John Michael Lederer
--------------------------------------------
Derek John Michael Lederer, Director
Date: April 29, 1999 /s/ John L.E. Seidler
--------------------------------------------
John L.E. Seidler, Director
Date: April 29, 1999 /s/ Ruth L. Usher
--------------------------------------------
Ruth L. Usher, Director
Date: April 29, 1999 /s/ Thomas C. Usher
--------------------------------------------
Thomas C. Usher, Director
-15-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- -------------------
<S> <C>
3.2(b) Certificate of Amendment to the Articles of
Association of Polydex Pharmaceuticals Limited, as
amended
10.2 Amendment to Employment Agreement between Polydex
Pharmaceuticals Limited and Thomas C. Usher dated
February 1, 1999
10.4 Amendment to Employment Agreement between Polydex
Pharmaceuticals Limited and George G. Usher dated
February 1, 1999
13 Annual Report to Shareholders for the fiscal year
ended January 31, 1999 (only those portions
incorporated herein by reference)
23 Consent of Ernst & Young LLP Chartered Accountants
27 Financial Data Schedule
</TABLE>
<PAGE>
CERTIFICATE AS TO
CORPORATE RESOLUTION
OF
POLYDEX PHARMACEUTICALS LIMITED
REGISTRATION NO.: 24,178
I, Sharon L. Wardlaw, Secretary of Polydex Pharmaceuticals Limited, DO
HEREBY CERTIFY that the following is a true and correct copy of Resolutions
passed by a majority vote of the Shareholders of Polydex Pharmaceuticals Limited
(the "Company") at a meeting held on the 19th day of June, 1998:
RESOLVED:
1. That the present Article 2 of the Articles of Association of the
Company be amended by relettering subsections (d) and (e) to read as
subsection (e) and (f), respectfully, and adding the following new
Article 2 subsection (d):
SHARE CAPITAL:
2. (d) The Class B Preferred Shares shall have the following rights
and characteristics, that is:
1 The Class B Preferred Shares shall bestow upon the holders
thereof no rights in respective dividends, shall bestow no
rights in respect of convertibility into any other class of
shares and, in winding up of the corporation, shall rank
behind both the Class A Preferred Shares and the Common
Shares;
2 The Class B Preferred Shares shall bestow upon the holders
the right of one vote per share, which may be increased to
five votes per share upon the consent of the majority of the
holders of the Common Shares and the Class B Preferred
Shares.
2. That Article 33 of the Articles of Association of the Company be
amended by deleting the second sentence of Article 33 in its entirety
and substituting therefore the following new second sentence of
Article 33:
Except as maybe otherwise required by law, a quorum for the
transaction of business at any general meeting of the members shall be
members present wholly or represented by proxy between them not less
than one-third (1/3) of all Common Shares which are issued at the date
not more than sixty (60) days prior to the date of the meeting fixed
as a record date by the directors and which entitle the holder thereof
to vote.
Dated the 20th day of June, 1998.
POLYDEX PHARMACEUTICALS LIMITED
/s/ Sharon L. Wardlaw
- --------------------------------
Sharon L. Wardlaw, Secretary
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
- -------------------------------------------------------------------------------
421 COMSTOCK ROAD
TORONTO, ONTARIO
CANADA M1L 2H5
TELEPHONE: (416) 755-2231
FAX: (416) 755-0334
WEBSITE: www.polydex.com
BAHAMAS OFFICE:
284 BAY STREET,
NASSAU, BAHAMAS
AMENDMENT TO EMPLOYEE CONTRACT
To: Mr. Thomas C. Usher
From: Mr. George G. Usher
Date: February 4, 1999
Subject: Employment Contract
Number of Pages: 1
- -------------------------------------------------------------------------------
Dear Sir,
Please be advised that your employment contract that commenced on February 1,
1994, expiring on January 31, 1999, has been extended, as of February 1, 1999,
for a further period of five years as agreed by the Board of Directors at our
recent meeting January 29-30, 1999. The conditions remain the same for this
extension except that your salary will increase to US$170,000 as you have
assumed the additional position of Director, Research & Development.
Yours Sincerely,
/s/ George G. Usher /s/ Thomas C. Usher
George G. Usher Thomas C. Usher
President, CEO Director, R&D
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
- -------------------------------------------------------------------------------
421 COMSTOCK ROAD
TORONTO, ONTARIO
CANADA M1L 2H5
TELEPHONE: (416) 755-2231
FAX: (416) 755-0334
WEBSITE: www.polydex.com
BAHAMAS OFFICE:
284 BAY STREET,
NASSAU, BAHAMAS
AMENDMENT TO EMPLOYEE CONTRACT
To: Mr. George G. Usher
From: Ms. Sharon Wardlaw
Date: February 4, 1999
Subject: Employment Contract
Number of Pages: 1
- -------------------------------------------------------------------------------
Dear Sir,
Please be advised that your employment contract that commenced on February 1,
1994, expiring on January 31, 1999, has been extended, as of February 1, 1999,
for a further period of five years as agreed by the Board of Directors at our
recent meeting January 29-30, 1999. The conditions remain the same for this
extension.
Yours Sincerely,
/s/ Sharon Wardlaw /s/ George G. Usher
Sharon Wardlaw George G. Usher
CFO President, CEO
<PAGE>
FINANCIAL HIGHLIGHTS TABLE
<TABLE>
<CAPTION>
Expressed in United States dollars
For the year ended January 31, 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Sales from Continuing Operations $11,721,020 $ 9,842,365 $ 9,344,089 $ 8,459,563 $ 7,254,913
Net income (Loss) from
Continuing Operations 572,393 488,162 122,390 (1,165,534) (1,034,622)
Net Income (Loss) per Common Share 0.19 0.17 0.04 (0.42) (0.37)
Total Assets 10,456,264 9,740,947 8,627,517 8,064,990 8,412,596
Long-term Borrowings 1,158,187 1,478,578 1,555,551 1,633,041 821,179
</TABLE>
<PAGE>
STOCKHOLDER INFORMATION
Market for the Company's Common Stock and Related Shareholder Matters.
The Company's Common Shares are listed for trading on the NASDAQ SmallCap
Market under the symbol POLXF, and on the Boston Stock Exchange under the
symbol PXL.
The reported high and low bid prices of the Company's Common Shares on the
NASDAQ SmallCap Market market for the past two calendar years were as follows
(similar prices were quoted on the Boston Stock Exchange):
<TABLE>
<CAPTION>
Stock Price (Low and High Bid*)
Quarter Ended 1999 1998 1997
<S> <C> <C> <C>
March 31 2.500-2.500 4.125-4.250 7.190-7.810
June 30 3.250-3.875 6.250-6.500
September 30 2.188-2.375 9.750-10.000
December 31 3.125-3.438 6.813-7.438
</TABLE>
* As adjusted to reflect the Company's completion on June 19, 1997 of a
one-for-ten reverse stock split of its Common Shares and Class B Preferred
Shares.
The quotations set out above represent prices for the specific dates between
dealers and do not include retail mark-up, mark-down or commission. They do
not represent actual transactions. These quotations have been supplied by the
National Association of Securities Dealers, Inc.
As of March 31, 1999 there were approximately 794 holders of record of the
Company's Common Shares.
The Company has paid no dividends in the past and does not consider likely the
payment of any dividends in the foreseeable future.
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The Company's fiscal year ends on January 31st therefore fiscal year 1999 refers
to the year ended January 31, 1999.
1999 COMPARED TO 1998
Sales increased 19% or $1,878,655 to $11,721,020 in fiscal 1999 from $9,842,365
in fiscal 1998. The growth in sales was primarily due to a greater volume at
Veterinary Laboratories Inc. ("Vet Labs"), where sales increased by 30% or
$1,781,185 to $7,712,966 in fiscal 1999 from $5,931,781 in fiscal 1998, and
accounted for 66% and 60% of the Company's sales in fiscal 1999 and 1998,
respectively.
Vet Labs products are broken down into 4 product lines. Injectables is the
largest product line accounting for 62% and 60% of Vet Labs sales for fiscal
1999 and fiscal 1998, respectively. Sales of injectable products increased by
33% or $1,218,751 to $4,874,524 in fiscal 1999 from $3,655,773 in fiscal 1998
due to increased sales of Injectable Iron Dextran and of the two injectable
vitamin products added in fiscal 1998.
Sales at Dextran Products Limited ("Dextran Products") increased slightly by 2%
or $97,470 to $4,008,054 in fiscal 1999 from $3,910,584 in fiscal 1998, and
accounted for 34% and 40% of the Company's sales in fiscal 1999 and 1998,
respectively. Demand for Dextran and related products remained strong during the
year. A reduction in the value of the Canadian dollar relative to the U.S.
dollar reduced sales levels by close to 1%. Management expects sales demand to
remain strong. Sales levels are expected to remain consistent next year.
The Company's gross profit increased 25% or $745,769 to $3,729,995 in fiscal
1999 from $2,984,226 in fiscal 1998. As a percentage of sales, gross profit
increased to 32% from 30% in fiscal 1998. This was primarily due to the
performance of Vet Labs. Vet Labs' gross profit increased 82% or $717,383 to
$1,594,489 in fiscal 1999 from $877,106 in fiscal 1998. As a percentage of
sales, gross profit increased to 21% from 15% in fiscal 1998. This rise was
primarily attributable to the increased market penetration of Injectable Iron
Dextran, the two new injectable products added in fiscal 1998 and the addition
of three new powders, one of which is an approved ANADA. Management anticipates
the approval of several ANADAs during the year. Management believes that these
approvals will result in a continued increase in profit margins.
Dextran Products' gross profit decreased 2% or $33,198 to $1,598,876 in fiscal
1999 from $1,632,074 in fiscal 1998. As a percentage of sales, gross profit
decreased to 40% from 42% in fiscal 1998. The main reason for the decrease in
gross profit was an increase in materials costs without a corresponding sales
price increase. In addition, refurbishment of two significant pieces of
production equipment resulted in lost production time and therefore increased
cost of sales, towards the end of the fiscal year. The decrease in margins was
also partly offset by the effect of exchange rates because Dextran Products
costs are incurred in Canadian dollars, while the majority of its sales are in
U.S. dollars. Therefore if the Canadian dollar drops in relation to the U.S.
dollar, margins increase. In fiscal 1999 such currency
1
<PAGE>
fluctuations resulted in a further 4% increase in margins in addition to a 1%
increase for fiscal 1998.
Selling, promotion, general and administrative expenses decreased by 6% to
$1,881,378 in fiscal 1999 from $2,001,865 in fiscal 1998 mainly due to the
termination of a marketing contract entered into in 1998. As a percentage of
sales, selling, promotion, general, and administrative expenses decreased to 16%
in fiscal 1999 from 20% in fiscal 1998.
Research and development expenses decreased by 82% or $151,838 to $33,063 in
fiscal 1999 from $184,901 in fiscal 1998 due mainly to the recognition of
investment tax credits of $201,762 in fiscal 1999, as a result of the continued
profitability of the Canadian operations. Total cash outlays for research and
development increased by 10% or $20,837 to $234,825 in fiscal 1999 from $213,988
in fiscal 1998 before taking into account the recognition of investment tax
credits. Investment tax credits recognized in fiscal 1998 amounted to $29,087.
The Company is conducting part of its research through collaborations with the
Rush Institute in Chicago, Illinois, on a potential female contraceptive
product, and the University of British Columbia on a potential treatment for
cystic fibrosis. These institutes received additional funding from government
sources during fiscal 1999 reducing the Company's cash requirements. Although
continued government funding is never certain, the Company expects that this
funding should continue due to the success of the work to date. The Company is
also developing a treatment for human anemia in conjunction with an American
pharmaceutical company. These projects are the primary focus of the Company's
research and development activities in an effort to concentrate our resources.
The Company is in discussion with potential partners who appear to be interested
in these projects with a view to joint venturing one or all of them. The company
has been reviewing several new research projects and upon the successful joint
venturing of one or all of these projects, will initiate a development program.
Interest expense increased by 12% or $16,078 to $145,277 in fiscal 1999 from
$129,199 in fiscal 1998. This increase is mainly due to an increase in balance
due to shareholder during the year. Interest and other non-operating income
increased by 7% or $3,967 to $62,280 in fiscal 1999 from $58,313 in fiscal 1998.
The provision for income taxes in fiscal 1999 was $645,725 as compared to a
recovery of income taxes of $936,042 in fiscal 1998. $621,503 of this tax
provision in fiscal 1999 relates to Dextran Products. The Company utilized
Canadian tax loss carryforwards, investment tax credits and discretionary
deductions to shelter approximately $363,000 of taxes that would have been
payable in Canada for fiscal 1999. The Canadian operations still have
significant research and development tax pools to offset current taxes payable.
The tax recovery recorded in fiscal 1998 was due to the reduction in the
valuation allowance against the Canadian deferred tax assets. If the Company's
United States operations are able to demonstrate sustained profitability in
future years, a similar adjustment to the valuation allowance may be required
relating to the tax losses in the United States.
As a result of the foregoing, the Company recorded net income of $572,393 in
fiscal 1999 as compared to a net income of $488,162 in fiscal 1998.
2
<PAGE>
Management's primary objective for the coming year at Dextran Products is to
continue with plant refurbishment. Management has performed extensive planning
for the refurbishing process and believes that it will continue for two years
and may have an impact on production time. This year we plan to install two
major pieces of new production equipment. Management is developing contingency
plans in case there are unexpected production interruptions. Although management
believes that production interruptions will be minimal, it is possible that
interruptions of up to 4 to 6 weeks could result which could cause sales to
decrease by 10 to 20%. When fully complete, management expects the refurbishing
to increase capacity by 50 to 100% with increased operating efficiencies. Until
the refurbishing is complete, however, there could be decreases in profit
margins due to the increased overhead costs and unexpected production
interruptions.
Management's primary objective at Vet Labs will be to obtain approval for
several ANADAs in the upcoming year. These ANADAs require individual approval by
the United States Food and Drug Administration ("FDA") and consequently offer
greater profit margins. Primary emphasis will be placed on the approval of
injectable ANADAs and secondary emphasis on the approval of solutions.
1998 COMPARED TO 1997
Sales increased 5% or $498,276 to $9,842,365 in fiscal 1998 from $9,344,089 in
fiscal 1997. The growth in sales was primarily due to a greater volume at Vet
Labs, where sales increased by 15% or $789,247 to $5,931,781 in fiscal 1998 from
$5,142,534 in fiscal 1997, and accounted for 60% and 55% of the Company's sales
in fiscal 1998 and 1997, respectively. This increase was primarily attributable
to increased sales of Injectable Iron Dextran and the addition of two new
injectable vitamin products.
Management expects to continue its efforts to streamline the Vet Labs product
line by discontinuing low margin items and replacing them with products that
generate higher margins.
Sales at Dextran Products decreased slightly by 7% or $290,971 to $3,910,584 in
fiscal 1998 from $4,201,555 in fiscal 1997, and accounted for 40% and 45% of the
Company's sales in fiscal 1998 and 1997, respectively. This decrease was
primarily attributable to Dextran Products drying equipment being refurbished
over a period of three months thereby reducing the sales of one of the more
profitable products. A reduction in the value of the Canadian dollar relative to
the U.S. dollar accounted for almost 1% of this decrease in sales.
Management expects the sales trend at Dextran Products to reverse due to the
drying equipment now producing an improved product and the reintroduction of a
product that had been previously discontinued.
The Company's gross profit increased 22% or $530,196 to $2,984,226 in fiscal
1998 from $2,454,030 in fiscal 1997. As a percentage of sales, gross profit
increased to 30% from 26% in fiscal 1997. This was mainly due to the performance
of both Dextran Products and Vet Labs as discussed below.
3
<PAGE>
Dextran Products' gross profit increased 3% or $40,485 to $1,632,074 in fiscal
1998 from $1,591,589 in fiscal 1997. As a percentage of sales, gross profit
increased to 42% from 38% in fiscal 1997. Last year we reported a gross profit
figure of 45%, but this included the profit on intercompany sales. Intercompany
shipments have become significant and so they have been removed from the gross
profit calculation. The primary reason for the increase in gross profit was
sales of more profitable products and a reduction in certain overhead costs.
Overhead for fiscal 1997 was higher due to, among other things, the renovations
that were undertaken. The rise in margins was also partly due to the effect of
exchange rates given that Dextran Products costs are incurred in Canadian
dollars, but the majority of its sales are in U.S. dollars. Therefore if the
Canadian dollar drops in relation to the U.S. dollar, margins increase. In
fiscal 1998 such currency fluctuations resulted in a further 1.3% increase in
margins in addition to a 2% increase for fiscal 1997. Management does not
believe there will be a similar increase in margins for fiscal 1999, but does
believe the margins will remain steady at this level.
Vet Labs' gross profit increased 51% or $296,587 to $877,106 in fiscal 1998 from
$580,519 in fiscal 1997. As a percentage of sales, gross profit increased to 15%
from 11% in fiscal 1997. This rise was primarily attributable to the increased
market penetration of Injectable Iron Dextran and the introduction of two new
injectable products which are more profitable than the other products
manufactured. It is also partly due to the continued elimination of certain low
margin products. Management expects to continue its efforts to streamline the
Vet Labs product line by discontinuing low margin products and replacing them
with products that generate higher margins. Management believes that margins
will continue to improve in fiscal 1999.
Selling, promotion, general and administrative expenses increased by 33% to
$2,001,865 in fiscal 1998 from $1,501,581 in fiscal 1997 due in part to (i)
costs associated with a marketing contract entered into in preparation for a new
product, (ii) the first full year of salary for former Chairman, Dr. Alec Keith,
and (iii) corporate expenses associated with the Company's June 1997 reverse
stock split. As a percentage of sales, selling, promotion, general, and
administrative expenses increased to 20% in fiscal 1998 from 16% in fiscal 1997.
Research and development expenses increased by 101% or $92,838 to $184,901 in
fiscal 1998 from $92,063 in fiscal 1997 due mainly to increased in house
research in the area of Cellulose Sulphate and new product development. The
Company conducts its research through collaborations with the Rush Institute and
the University of British Columbia. These institutes received additional funding
from government sources during fiscal 1998 reducing the Company's cash
requirements. Although continued government funding is never certain, the
Company expects that this funding should continue due to the success of the work
to date.
Interest expense decreased by 15% or $22,264 to $129,199 in fiscal 1998 from
$151,463 in fiscal 1997. This decrease is mainly due to the repayment of a loan
due to an officer, director and major shareholder during the year and the
renegotiation of the mortgage payable at Dextran Products. Interest and other
non-operating income increased by 3% or $1,684 to $58,313 in fiscal 1998 from
$56,629 in fiscal 1997.
4
<PAGE>
Unusual Items
The Company recorded a tax recovery in fiscal 1998 of $936,042 compared with a
tax expense in fiscal 1997 of $12,481. The Company utilized Canadian tax loss
carryforwards and discretionary tax deductions to shelter approximately $556,000
of taxes that would have been payable in Canada. The Company reduced the
valuation allowance by an additional $950,000. The tax recovery in fiscal 1998
is a result of (i) the sustained profitability of the Canadian operations, (ii)
the resulting ability to utilize previously unrecorded tax losses and deductions
and (iii) the expectations for continued profitability of the Canadian
operations in the future. The Company does not expect a similar recovery next
year and expects that it will likely incur a tax provision as the deferred tax
asset is reduced due to expected profitability of the Canadian operations. If
the Company's United States operations are able to demonstrate sustained
profitability in future years, a similar adjustment to the valuation allowance
may be required relating to the tax losses in the United States.
In fiscal 1996, the Company purchased a patent relating to the production of
Cellulose Sulphate, which had a number of potential applications including the
production of photographic film and use in contraceptives. The patents were
capitalized in fiscal 1996 as a result of their potential application in the
areas of photographic film because their use in contraceptives was considered to
be research and development due to the risks associated with obtaining
regulatory approval for any product developed. During fiscal 1998, the Company
determined that the slow commercialization of the applications in photographic
film was an indication of impairment in the carrying value as it related to this
application. Although the Company continues to pursue the photographic
applications and more importantly the applications in contraceptives with the
Rush Institute as described above, the Company believed it would be appropriate
to write-down these assets by $608,994. The Company does not expect a similar
charge in future years.
As a result of the foregoing, the Company recorded net income of $488,162 in
fiscal 1998 as compared to a net income of $122,390 in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
For fiscal 1999 the Company generated cash of $1,639,326 from its operating
activities compared to $196,489 for fiscal 1998. This increase was primarily
attributable to an increase of income before taxes. The Company maintained
$1,710,316 of working capital and a current ratio of 1.9:1 as of January 31,
1999 compared to $1,552,100 of working capital and a current ratio of 2.1:1 as
of January 31, 1998.
At January 31, 1999, the Company had accounts receivable of $984,934 and
$1,917,278 in inventory compared to $932,745 and $1,678,280, respectively, at
January 31, 1998. The increase in accounts receivable was due to increased
sales at Vet Labs. Inventories were increased in anticipation of higher first
quarter sales and to allow for any production interruptions during the
anticipated plant refurbishment at Dextran Products.
During fiscal 1999, 20,000 common shares and 7,500 options to purchase common
shares were granted to two individuals that were instrumental in obtaining
research grants for the Company. The common shares granted were valued at the
closing market price on the date of
5
<PAGE>
the grant. The Company has a commitment to grant an additional 5,000 common
shares and 3,750 options to purchase common shares in each of fiscal 2000 and
fiscal 2001 to these individuals, subject to the completion of certain specified
performance criteria.
The change in the accumulated other comprehensive income is entirely
attributable to the currency translation adjustment of Dextran Products.
During the year the Company renegotiated the terms of the obligation to
repurchase up to $1.4 million of the Company's common shares held by Continental
Grain Company ("CGC"). The Company is required to make payments totaling
$400,000 over the next three years. The deadline for CGC to exercise its option
for sale of shares to the Company has been extended to March 15, 2002.
Dextran Products has a CDN$300,000 line of credit of which there were no
outstanding borrowings as of January 31, 1999. Pending bank approval, Dextran
Products expects to increase its line of credit to CDN$500,000 in the second
quarter of fiscal 2000. Management anticipates using the increased credit line
for the purposes of funding a portion of the costs associated with the
refurbishment of the Toronto facility. Vet Labs has a $400,000 line of credit.
At January 31, 1999, there were outstanding borrowings of $349,674 under this
line of credit and the interest rate was 8.75%. Vet Labs also has a loan
commitment for $300,000 to be used for the construction of a 12,000 square foot
production and warehouse addition. Management expects to begin construction in
the second quarter of fiscal 2000.
Management expects the primary source of its future capital needs to be a
combination of company earnings and borrowings. The Company, at present, does
not have any material commitments for capital expenditures.
Dextran Products has ongoing research commitments with the University of British
Columbia to investigate the use of a special form of Dextran to combat the
effects of cystic fibrosis. The Company is in discussions with certain companies
about further financing or forming an alliance to further this research through
clinical trials and to market but the results of these discussions are
indeterminable at this time.
The Company is in discussions with certain companies to fund the further
research necessary to commercialize the Cellulose Sulphate product, but the
results of these discussions are indeterminable at this time.
No changes in accounting principles or their application have been implemented
in the reporting period that would have a material effect on reported income.
Changes in the relative values of the Canadian dollar and the U.S. dollar occur
from time to time and may, in certain instances, materially affect the Company's
results of operations.
The Company does not believe that the impact of inflation and changing prices on
its operations are material.
6
<PAGE>
YEAR 2000
The year 2000 issue refers to computer programs being written using two digits
rather than four to define an applicable year. A company's hardware, date driven
automated equipment or computer programs that have a two digit field to define
the year may recognize a date using "00" as the year 1900 rather than the year
2000. This faulty recognition could result in a system failure, disruption of
operations, or inaccurate information calculations. Similar to other companies,
the Company faces the challenge of ensuring that all of our computer related
functions will work properly from the year 2000 and beyond.
The Company has completed a detailed assessment of its systems, and does not
believe that the year 2000 computer issue will have a material adverse effect on
the Company's core business operations. Management expects transactions with
customers, suppliers, corporate partners and financial institutions to be fully
supported by the Company's systems.
While management believes its planning and preparations will be adequate and
complete well in advance of the year 2000, there can be no assurance that the
systems of suppliers and other companies on which the Company relies will be
year 2000 compliant on a timely basis, or that such failures by third parties
will not have a material adverse effect on the Company's business, results of
operations and financial condition. Management is in the process of developing
contingency plans that focus on reducing any disruption that might be created by
third parties with whom the Company does business being year 2000 noncompliant.
Management does not expect the cost of its year 2000 initiative to be material
to the company's results of operations or financial condition.
Forward-looking Statements Safe Harbor
This Annual Report, including the Management's Discussion and Analysis, contains
various "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which represent the Company's expectations or beliefs
concerning future events, including, but not limited to statements regarding
management's expectations of regulatory approval and the commencement of sales.
In addition, statements containing expressions such as "believes", "anticipates"
or "expects" used in this Annual Report and the Company's periodic reports on
Forms 10-K and 10-Q filed with the Securities and Exchange Commission are
intended to identify forward-looking statements. The Company cautions that these
and similar statements in this Annual Report and in previously filed periodic
reports including reports filed on Forms 10-K and 10-Q are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements. These factors include, without
limitation, changing market conditions, the progress of clinical trials, and the
results obtained, the establishment of new corporate alliances, the impact of
competitive products and pricing, and the timely development, FDA approval and
market acceptance of the Company's products, none of which can be assured.
Results actually achieved may differ materially from expected results included
in these statements as a result of these or other factors.
7
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
POLYDEX PHARMACEUTICALS LIMITED
JANUARY 31, 1999, 1998 AND 1997
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
POLYDEX PHARMACEUTICALS LIMITED
We have audited the accompanying consolidated balance sheets of POLYDEX
PHARMACEUTICALS LIMITED AND SUBSIDIARIES as of January 31, 1999 and 1998 and the
related consolidated statements of shareholders' equity, operations and cash
flows for each of the three years in the period ended January 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of POLYDEX
PHARMACEUTICALS LIMITED AND SUBSIDIARIES as of January 31, 1999 and 1998 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended January 31, 1999 in conformity with accounting
principles generally accepted in the United States.
Toronto, Canada, Ernst & Young LLP
March 12, 1999. Chartered Accountants
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED BALANCE SHEETS
[Expressed in United States dollars]
As at January 31
<TABLE>
<CAPTION>
1999 1998
$ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS [NOTES 7, 8, 11]
CURRENT
Cash 655,131 288,527
Trade accounts receivable [NOTE 17] 984,934 932,745
Inventories [NOTE 3] 1,917,278 1,678,280
Prepaid expenses and other current assets 69,188 64,727
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 3,626,531 2,964,279
Property, plant and equipment, net [NOTE 4] 4,233,144 3,800,379
Patents, net [NOTE 5] 166,404 217,374
Due from Novadex Corp. [NOTE 6] 658,574 712,185
Due from shareholder [NOTE 6] 903,037 935,416
Deferred income taxes [NOTE 13] 776,000 950,000
Other assets 92,574 161,314
- --------------------------------------------------------------------------------------------------
10,456,264 9,740,947
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable 1,189,886 1,001,620
Accrued liabilities 466,556 355,167
Income taxes payable 51,779 --
Current portion of long-term debt [NOTE 8] 107,994 55,392
Current portion of mandatorily redeemable capital stock [NOTE 11] 100,000 --
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 1,916,215 1,412,179
Long-term debt [NOTE 8] 521,170 462,632
Due to shareholder [NOTE 6] 637,017 590,526
Due to affiliated companies [NOTE 6] -- 425,420
Deferred gain [NOTE 9] 659,018 672,369
Deferred income taxes [NOTE 13] 148,083 26,439
Mandatorily redeemable capital stock [NOTE 11] 300,000 --
- --------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 4,181,503 3,589,565
- --------------------------------------------------------------------------------------------------
Redeemable capital stock [93,899 common shares;
1998 - [149,899] [NOTE 11] 1,028,733 2,000,000
SHAREHOLDERS' EQUITY
Capital stock [NOTES 10 AND 11]
Authorized
100,000 Class A preferred shares of $0.10 each
899,400 Class B preferred shares of $0.016 each
4,000,000 common shares of $0.016 each
Issued and outstanding
899,400 Class B preferred shares 15,010 15,010
2,923,018 common shares [1998 -2,846,998] 48,552 47,283
Contributed surplus 22,464,783 21,826,025
Deficit (16,498,775) (17,071,168)
Accumulated other comprehensive income (783,542) (665,768)
- --------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 5,246,028 4,151,382
- --------------------------------------------------------------------------------------------------
10,456,264 9,740,947
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS' EQUITY
[Expressed in United States dollars]
Years ended January 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
ACCUMULATED OTHER TOTAL
PREFERRED COMMON CONTRIBUTED COMPREHENSIVE SHAREHOLDERS'
SHARES SHARES SURPLUS DEFICIT INCOME EQUITY
$ $ $ $ $ $
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 31, 1996 15,010 46,625 22,583,653 (17,681,720) (522,851) 4,440,717
Exercise of options -- 334 149,666 -- -- 150,000
Net income for the year -- -- -- 122,390 -- 122,390
Currency translation
adjustment -- -- -- -- (12,379) (12,379)
Renegotiation of Continental
Grain Company
agreement [NOTE 11] -- (2,503) (1,997,497) -- -- (2,000,000)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 31, 1997 15,010 44,456 20,735,822 (17,559,330) (535,230) 2,700,728
Exercise of options for
services provided -- 40 17,990 -- -- 18,030
Common shares issued for cash
through private placement -- 2,661 997,339 -- -- 1,000,000
Common shares issued for
interest in Novadex
International Inc. -- 126 74,874 -- -- 75,000
Net income for the year -- -- -- 488,162 -- 488,162
Currency translation
adjustment -- -- -- -- (130,538) (130,538)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 31, 1998 15,010 47,283 21,826,025 (17,071,168) (665,768) 4,151,382
Renegotiation of Continental
Grain Company
agreement [NOTE 11] -- 935 570,332 -- -- 571,267
Common shares issued in
exchange for research and
development -- 334 68,426 -- -- 68,760
Net income for the year -- -- -- 572,393 -- 572,393
Currency translation
adjustment -- -- -- -- (117,774) (117,774)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 31, 1999 15,010 48,552 22,464,783 (16,498,775) (783,542) 5,246,028
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
[Expressed in United States dollars]
Years ended January 31
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SALES 11,721,020 9,842,365 9,344,089
Cost of goods sold 7,991,025 6,858,139 6,890,059
- --------------------------------------------------------------------------------------------------
GROSS MARGIN 3,729,995 2,984,226 2,454,030
- --------------------------------------------------------------------------------------------------
EXPENSES
General and administrative 1,728,050 1,599,255 1,341,887
Depreciation 458,107 450,136 484,718
Selling and promotion 153,328 402,610 159,694
Research and development, net [NOTE 12] 33,063 184,901 92,063
Interest [NOTE 6] 145,277 129,199 151,463
Amortization 56,332 116,506 146,107
Write-down of patents [NOTE 5] -- 608,994 --
- --------------------------------------------------------------------------------------------------
2,574,157 3,491,601 2,375,932
- --------------------------------------------------------------------------------------------------
Income (loss) from operations 1,155,838 (507,375) 78,098
- --------------------------------------------------------------------------------------------------
Other income
Interest and other [NOTE 6] 62,280 58,313 56,629
- --------------------------------------------------------------------------------------------------
Income (loss) before the undernoted 1,218,118 (449,062) 134,727
Recovery of (provision for)
income taxes [NOTE 13] (645,725) 936,042 (12,481)
Minority interest -- 1,182 144
- --------------------------------------------------------------------------------------------------
NET INCOME FOR THE YEAR 572,393 488,162 122,390
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PER SHARE INFORMATION
Earnings per common share - basic $0.19 $0.17 $0.04
- diluted $0.19 $0.17 $0.04
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Weighted average number of common shares
outstanding for the year 2,999,415 2,923,864 2,817,718
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Expressed in United States dollars]
Years ended January 31
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income for the year 572,393 488,162 122,390
Add (deduct) items not affecting cash
Depreciation and amortization 514,439 566,642 630,825
Write-down of property, plant and equipment
and patents -- 608,994 --
Deferred income taxes 363,125 (936,042) 12,481
Legal expenses charged to deferred gain [NOTE 9] (13,351) (104,195) (101,848)
Royalty expense and interest income charged to
due from Novadex Corp. 53,611 53,024 73,702
Minority interest -- (1,182) (144)
Common shares issued in exchange for research
and development [NOTE 10] 68,760 18,030 --
Net change in non-cash working capital balances related to
operations [NOTE 14] 80,349 (496,944) (563,148)
- ---------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 1,639,326 196,489 174,258
- ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from sale of investment in
Novatek International Inc. -- -- 1,278,412
Additions to property, plant and
equipment and patents (976,236) (402,693) (843,147)
Repayment of due from shareholder, net 32,379 (935,416) --
- ---------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (943,857) (1,338,109) 435,265
- ---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from loans payable 34,103 -- --
Repayment of loans payable (17,414) -- (10,000)
Proceeds from long-term debt 178,473 -- --
Repayment of long-term debt (67,333) (66,817) (52,085)
Repayment of advances from shareholders, net 46,491 (14,949) 106,683
Repayment of due to affiliated companies (425,420) -- --
Private placement of common shares -- 1,000,000 --
- ---------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (251,100) 918,234 44,598
- ---------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (77,765) (91,578) (62,951)
- ---------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH DURING THE YEAR 366,604 (314,964) 591,170
Cash, beginning of year 288,527 603,491 12,321
- ---------------------------------------------------------------------------------------------------------
CASH, END OF YEAR 655,131 288,527 603,491
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 1999, 1998 and 1997
1. GENERAL
Polydex Pharmaceuticals Limited ["Polydex" or the "Company"] is incorporated in
the Commonwealth of the Bahamas and its principal business activities, carried
on through subsidiaries, include the manufacture and sale of veterinary
pharmaceutical products and specialty chemicals. These consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All inter-company accounts and transactions have been
eliminated on consolidation.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred and are stated net of
investment tax credits earned.
INVENTORIES
Inventories of raw materials are stated at the lower of cost and net realizable
value, cost being determined on a first-in, first-out basis. Work-in-process and
finished goods are valued at the lower of cost and net realizable value, and
include the cost of raw materials, direct labour and overhead expenses.
DEPRECIATION AND AMORTIZATION
Property, plant and equipment are recorded at cost. Depreciation is provided on
a straight-line basis over the estimated useful lives of the assets as follows:
Buildings 15 years
Machinery and equipment 3 to 10 years
Patents are amortized on a straight-line basis over their estimated useful lives
of ten years.
REVENUE RECOGNITION
Revenue from sales of manufactured products is recognized upon shipment to
customers.
1
<PAGE>
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company's Canadian operations has been determined
to be Canadian dollars. All asset and liability accounts of these companies have
been translated into United States dollars using the current exchange rate at
the consolidated balance sheet dates. Revenue and expense items are translated
using the average exchange rates for the year. The resulting gains and losses
have been reported separately as other comprehensive income within shareholders'
equity.
STOCK OPTIONS
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ["APB 25"] and related
Interpretations in accounting for its employee stock options rather than the
alternative fair value accounting provided for under Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ["SFAS
123"]. Under APB 25, because the exercise price of the Company's employee stock
options equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.
EARNINGS PER COMMON SHARE
Basic earnings per common share is computed using the weighted average number of
shares outstanding. Diluted earnings per common share is computed using the
weighted average number of shares outstanding, including redeemable capital
stock, adjusted for the incremental shares, using the treasury stock method,
attributed to outstanding options to purchase common stock. Incremental shares
of nil, 5,880 and 8,712 in 1999, 1998 and 1997 respectively, were used in the
calculation of diluted earnings per common share. Options to purchase 637,577,
151,096 and 196,500 shares of common stock in 1999, 1998 and 1997, respectively,
were not included in the computation of diluted earnings per common share
because the option exercise price was greater than the average market price of
the common shares.
COMPREHENSIVE INCOME
The only component of other comprehensive income is the cumulative translation
adjustments arising on translation of the Company's Canadian operations. Because
cumulative translation adjustments are considered a component of permanently
invested unremitted earnings of foreign subsidiaries, and as it is not practical
to determine the amount, no taxes are provided on such amounts.
2
<PAGE>
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
1999 1998
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Finished goods 1,186,110 937,686
Work-in-process 53,023 77,828
Raw materials 678,145 662,766
- -------------------------------------------------------------------------------------------------
1,917,278 1,678,280
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
1999 1998
------------------------------ ------------------------------
ACCUMULATED NET ACCUMULATED NET
DEPRECIATION/ BOOK DEPRECIATION/ BOOK
COST AMORTIZATION VALUE COST AMORTIZATION VALUE
$ $ $ $ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Land and buildings 3,190,251 505,790 2,684,461 2,887,235 380,003 2,507,232
Machinery and equipment 5,526,365 3,977,682 1,548,683 5,146,907 3,853,760 1,293,147
- -------------------------------------------------------------------------------------------------
8,716,616 4,483,472 4,233,144 8,034,142 4,233,763 3,800,379
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
5. PATENTS
Patents consist of the following:
<TABLE>
<CAPTION>
1999 1998
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Cost 385,948 410,835
Less accumulated amortization 219,544 193,461
- -------------------------------------------------------------------------------------------------
166,404 217,374
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
During 1998, the Company determined that the slow commercialization of certain
patents was an indication of an impairment in their carrying value. Although the
Company continues to pursue these commercial applications, the Company
determined that an impairment write down of $608,994 would be appropriate. The
Company is also continuing with the development of these patents in the area of
human therapeutics but due to the risks associated with the drug regulatory
approval process, these pursuits are considered research and development and
accordingly, do not support on-going capitalization.
3
<PAGE>
6. RELATED PARTY TRANSACTIONS
[a] AMOUNTS DUE FROM AND TO RELATED PARTIES
Amounts due from and due to related parties consist of the following:
<TABLE>
<CAPTION>
1999 1998
$ $
- --------------------------------------------------------------------------------
<S> <C> <C>
Amounts due from Novadex Corp. [i] [NOTE 12] 658,574 712,185
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Amounts due from shareholder [iii] 903,037 935,416
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Amounts due to shareholder [iv] 637,017 590,526
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Amounts due to affiliated companies
Usher Insurance Company Ltd. [ii] -- 138,635
Lincoln Underwriting Management Inc. [ii] -- 286,785
- --------------------------------------------------------------------------------
-- 425,420
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Novadex Corp., Usher Insurance Company Ltd. and Lincoln Underwriting Management
Inc. are each controlled by an officer, director and major shareholder of the
Company [the "Major Shareholder"]. Amounts due from Novadex Corp. are
collateralized by the pledge of future royalty payments [NOTE 12a].
[i] The amount due from Novadex Corp. has no fixed terms of repayment,
except that amounts may not be called prior to February 1, 2000. This
balance is non-interest bearing, except that an amount of $110,474
[1998 - $164,085] included in the balance bears interest at the
Canadian bank's prime lending rate [1999 - 6.75%; 1998 - 6.5%].
[ii] The amounts due to Usher Insurance Company Ltd. and Lincoln
Underwriting Management Inc. had no fixed terms of repayment and were
non-interest bearing. The amounts were repaid in 1999.
[iii] Amounts due from shareholder are due from the Major Shareholder and
bear interest at the Canadian bank's prime lending rate plus 1.5%
[1999 - 8.25%; 1998 - 8%], except for an amount of $250,000 which is
non-interest bearing. These amounts have no fixed terms of repayment
except that the amounts may not be called prior to February 1, 2000.
The Major Shareholder has pledged 328,051 shares of the Company as
collateral for this loan.
[iv] Amounts due to shareholder bear interest at the Canadian bank's prime
lending rate plus 1.5% [1999 - 8.25%; 1998 - 8%]. The Company is
required to make monthly payments of $1,000. Upon the death of the
Major Shareholder, the required monthly payment increases to $5,000.
This loan may not be called by the Major Shareholder.
4
<PAGE>
Interest recorded with respect to amounts due from and due to related parties
are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income 38,472 33,019 17,670
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Interest expense 50,219 46,768 65,520
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
[b] ACQUISITION OF NOVADEX INTERNATIONAL INC.
During the year ended January 31, 1998, the Company issued 7,500 common shares
to acquire the remaining 10% interest in Novadex International Inc. from the
minority shareholder. These shares were valued at $10 per share representing the
quoted market value of the shares at the time of the transaction. An amount of
$53,391 representing the purchase price in excess of the book value of the
minority interest was allocated to the cost of patents.
7. BANK INDEBTEDNESS
The Company has an operating line of credit of Cdn. $300,000 [U.S. $198,500],
none of which was utilized at January 31, 1999. This line of credit bears
interest at the Canadian bank's prime lending rate plus 1.5% [1999 - 8.25%; 1998
- - 8.0%]. Bank indebtedness is collateralized by a general security agreement
over the Company's subsidiary Dextran Products Limited [Dextran].
8. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
1999 1998
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage payable [$145,659 Cdn] in monthly installments,
bearing interest at a rate of 8.5%, and maturing January 2002,
collateralized by land and building with a carrying value
of $1,013,300 [$1,531,100 Cdn] as at January 31, 1999 96,399 129,663
Note payable to bank, maturing January 1, 2001,
bearing interest at a rate of 8.75%, collateralized by
assignments of land, building and equipment with a
carrying value of $1,983,800 as at January 31, 1999 349,674 362,532
Note payable [$228,859 Cdn], under a capital lease, in
monthly installments, bearing interest at a rate of 8.5%,
and maturing November 30, 2001, collateralized by
equipment with a carrying value of $146,400 [$221,200 Cdn]
as at January 31, 1999 151,462 --
Other 31,629 25,829
- -------------------------------------------------------------------------------------------------
629,164 518,024
Less current portion 107,994 55,392
- -------------------------------------------------------------------------------------------------
521,170 462,632
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
Principal repayments on the long-term debt are as follows:
<TABLE>
<CAPTION>
$
- --------------------------------------------------------------------------------
<S> <C>
2000 107,994
2001 427,360
2002 93,810
- --------------------------------------------------------------------------------
629,164
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
9. COMMITMENTS AND CONTINGENCIES
[a] DEFERRED GAIN
During the year ended January 31, 1997, the Company sold its shares in Novatek
International Inc., an unrelated company, for a gain of $878,412. Prior to April
28, 1996, these shares were subject to options held by unrelated parties. After
April 28, 1996, these options expired and the Company sold the shares in the
open market realizing the gain. Subsequently, the former option holders filed a
lawsuit against the Company for unspecified damages alleging that the Company
denied them the opportunity to exercise their options. The Company intends to
vigorously defend the action; however, because the proceedings are in the
preliminary stages, the ultimate outcome is not determinable. Accordingly, the
Company has deferred the gain on this transaction until the likelihood of the
outcome of the lawsuit is determinable. The reported gain has been reduced by
legal fees of $13,351 in 1999, $104,195 in 1998 and $101,848 in 1997.
[b] OPERATING COMMITMENTS
The Company has obligations under non-cancellable operating leases of
approximately $16,000 annually to the year 2002. Rental expense for the year
totalled approximately $18,000 [1998 - $22,000; 1997 - $23,000].
10. CAPITAL STOCK
[a] SHARE CAPITAL ISSUED AND OUTSTANDING
[i] COMMON SHARES
On January 11, 1999, the Company entered into an agreement to grant common
shares and common share options to individuals involved in obtaining
research grants for the Company; 20,000 common shares and 7,500 common
share options were granted on January 11, 1999. Under this agreement, the
Company has a commitment to grant an additional 5,000 common shares and
3,750 common share options on each of January 11, 2000 and January 11,
2001, subject to the completion of certain specified performance criteria.
All common share options have an exercise price of $3.50 and a term of 5
years from date of issue. The 20,000 common shares issued on January 11,
1999 were valued at $68,760, using the closing market price on that day.
The value of the 7,500 options issued is not significant and has not been
recorded in the accounts. In addition, the Company issued 20 common shares
for no consideration to adjust for fractional shares created by the reverse
share split.
6
<PAGE>
During the year ended January 31, 1998, the shareholders of the Company
passed a resolution authorizing a one-for-ten reverse share split. All
comparative amounts and per share amounts have been restated to reflect the
impact of this reverse split on a retroactive basis.
During 1998, the Company issued 159,680 common shares for $1,000,000 in
cash in a private placement. The Company also issued 2,404 common shares in
exchange for past services rendered, valued at $18,030, 7,500 common shares
in exchange for the 10% minority interest in the subsidiary, Novadex
International Inc. [NOTE 6], and 2,095 common shares for no consideration
to adjust for fractional shares created by the reverse share split.
During the year ended January 31, 1997, the Major Shareholder exercised
options for 20,000 common shares valued at $150,000. These shares were
issued in exchange for partial settlement of the Major Shareholder's loan
account with the Company.
[ii]CLASS A PREFERRED SHARES
The Class A preferred shares will carry dividends, be convertible into
common shares of the Company and will be redeemable, all at rates as shall
be determined by resolution of the Board of Directors. No Class A preferred
shares have been issued to date.
7
<PAGE>
[iii] CLASS B PREFERRED SHARES
The Class B preferred shares carry no dividends, are non-convertible and
entitle the holder to one vote per share.
[b] SHARE OPTION PLAN
[i] OPTIONS OUTSTANDING
The Company maintains an incentive stock option plan for management
personnel for an unlimited number of options to purchase common stock.
Options granted have terms ranging from one to five years and vest
immediately. At January 31, 1999, the Company has 640,327 options
outstanding at exercise prices ranging from $3.50 to $10.00, and a weighted
average price of $5.59. The options, which are immediately exercisable and
expire on dates between May 31, 1999 and May 31, 2004, entitle the holder
of an option to acquire one common share of the Company.
Details of the outstanding options, which are all currently exercisable,
are as follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARE OPTIONS OPTION PRICE PER SHARE
------------------------------ ----------------------------
1999 1998 1997 1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPTIONS OUTSTANDING,
BEGINNING OF YEAR 266,673 317,077 295,577 9.13 9.10 9.30
Granted 480,327 139,077 56,500 4.12 8.03 8.00
Exercised -- (2,404) (20,000) -- 7.50 7.50
Cancelled or expired (106,673) (187,077) (15,000) 7.83 8.08 8.70
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
OPTIONS OUTSTANDING,
END OF YEAR 640,327 266,673 317,077 5.59 9.13 9.10
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE FAIR
VALUE OF OPTIONS GRANTED
DURING THE YEAR $2.37 $2.29 $4.95
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
The following table summarizes information relating to the options
outstanding at January 31, 1999:
<TABLE>
<CAPTION>
NUMBER WEIGHTED AVERAGE WEIGHTED
OUTSTANDING AT REMAINING AVERAGE
EXERCISE JANUARY 31, CONTRACTUAL LIFE EXERCISE
PRICES 1999 [MONTHS] PRICE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$3.50 7,500 59 $3.50
$3.75 360,000 64 $3.75
$5.00 97,577 4 $5.00
$6.87 750 4 $6.87
$7.50 13,500 4 $7.50
$10.00 161,000 17 $10.00
- -------------------------------------------------------------------------------------------------
640,327 $5.59
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
[ii] PRO FORMA INFORMATION
Adopting SFAS 123 would require the Company to estimate the fair value of
any options granted and to reflect these amounts as compensation expense in
determining net income for each year. In order to estimate the fair value
of its options, the Company may use option pricing models which were
developed for use in estimating the fair value of traded options which have
no vesting restrictions and are fully transferable. Because the Company's
employee stock options have characteristics significantly different from
those options and because changes in subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.
However, as required by SFAS 123, pro forma information regarding net
income and earnings per share has been determined as if the Company had
accounted for its employee stock options under the fair value method. The
fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions for 1999: risk-free interest rates of 5.39% [1998 - 5.36%; 1997
- 5.48%]; dividend yields of nil [1998 and 1997 - nil]; volatility factors
of the expected market price of the Company's common stock of 0.920 [1998 -
0.944; 1997 - 1.001], and an expected life of the options ranging from one
to five years [1998 - one to three years; 1997 - one to four years]. For
purposes of pro forma disclosures, the estimated fair value of the options
is expensed immediately.
The Company's pro forma net income (loss) and earnings (loss) per share
following SFAS 123 are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pro forma net income (loss) (35,974) 297,184 (285,424)
Pro forma earnings (loss) per share
Basic (0.01) 0.10 (0.10)
Diluted (0.01) 0.10 (0.10)
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
11. VETERINARY LABORATORIES INC. ["VET LABS"]
[a] PURCHASE OBLIGATION TO CONTINENTAL GRAIN COMPANY
In 1992, the Company, through its 90% owned subsidiary, Chemdex Inc. ["Chemdex"]
acquired 100% of the issued and outstanding share capital of Vet Labs from
Continental Grain Company ["CGC"] for a total purchase price of $3,894,980,
which was satisfied by issuing 194,749 common shares of the Company. The
acquisition was accounted for by the purchase method.
The Major Shareholder had guaranteed that, by November 30, 1996, CGC would
realize a value of $3,894,980 on the eventual sale of these shares or by
granting CGC an option to put its remaining shares to the Major Shareholder at
such a price to bring CGC's total consideration to $3,894,980. By November 1996,
CGC had realized approximately $800,000 on the sale of 44,850 common shares but
had not been able to sell all of its shares. On November 22, 1996, the terms of
the original purchase agreement were amended.
In exchange for the Company reattributing net operating loss carryforwards of
$5.0 million [carrying value of nil] which existed in Vet Labs at the time of
acquisition by the Company and the Company assuming the purchase obligation of
the Major Shareholder, CGC reduced the maximum repurchase obligation of the
Company for CGC's remaining 149,899 common shares from approximately $3.1
million at November 22, 1996 to $2.0 million. In addition, the deadline for CGC
to exercise its option for the sale of shares to the Company was extended from
November 30, 1996 to May 30, 1999.
On December 23, 1998, the terms of the purchase agreement were revised whereby
the deadline for CGC to exercise its option for the sale of shares to the
Company has been extended from May 30, 1999 to March 15, 2002. In addition the
Company is required to make payments against the outstanding repurchase
obligation of $50,000 on each of May 1, 1999 and November 1, 1999 and payments
of $75,000 on each of May 1, 2000, November 1, 2000, May 1, 2001 and November 1,
2001. These payments will reduce the maximum purchase obligation by $400,000 by
November 1, 2001.
A continuity of this purchase contingency is as follows:
<TABLE>
<CAPTION>
NUMBER OF
COMMON
SHARES $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance as at January 31, 1997 and January 31, 1998 149,899 2,000,000
Reduction of liability due to sale of shares by CGC during the year 56,000 571,267
- -------------------------------------------------------------------------------------------------
Balance as at January 31, 1999 93,899 1,428,733
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
Redeemable capital stock is presented as follows:
<TABLE>
<CAPTION>
1999 1998
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Current portion of mandatorily redeemable capital stock 100,000 --
Mandatorily redeemable capital stock 300,000 --
Redeembable capital stock 1,028,733 2,000,000
- -------------------------------------------------------------------------------------------------
1,428,733 2,000,000
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
In order to ensure that there is an orderly disposition of shares, CGC has
agreed not to sell more than an average of 5,000 shares per month in any
six-month period. If CGC has not been able to sell an average of 5,000 shares
per month at an average price of $13.34 per share, the Company will issue to CGC
additional shares such that the proceeds realized by CGC in the six-month period
plus the market value of the additional shares issued will leave CGC in the same
position as if it had sold shares at an average price of $13.34 per share. If
CGC's sale of shares at the end of each six-month period is at an average price
greater than $13.34 per share, then CGC will return to the Company sufficient
additional shares to reduce the average price to $13.34 per share. Throughout
fiscal 1999, the shares have traded at values in a range of $2.00 to $6.63 and
as at January 31, 1999, the closing market price was $3.69. To date, CGC has not
requested any additional shares under this agreement. Any shares issued will be
considered to be a component of the original transaction value and would be
recorded at nominal consideration. The assets of Vet Labs have been pledged as
collateral for this guarantee.
[b] SPARHAWK LABORATORIES, INC. ["SPARHAWK"]
In 1992, Vet Labs and Sparhawk entered into a joint venture [collectively
referred to as the "Joint Venture"] for the purpose of manufacturing and selling
veterinary pharmaceutical products. Sparhawk is an affiliated company owned
primarily by the management of the Joint Venture. The Company controls the Joint
Venture through its control of the Board of Directors. The Company has funded
the Joint Venture's losses since 1992, and accordingly has recorded 100% of
these losses in the consolidated financial statements. As at January 31, 1999,
future profits of approximately $1,600,000 will accrue to the Company until
Sparhawk's share of losses since 1992 have been recovered. Subsequent income
will be allocated 50% to Vet Labs and 50% to Sparhawk.
12. LICENSE AGREEMENTS AND RESEARCH AND DEVELOPMENT
[a] IRON DEXTRAN PROCESS
Effective February 1, 1995, the Company entered into an agreement with Novadex
Corp., whereby Novadex Corp. granted the Company the exclusive worldwide license
to use a certain process developed by Novadex Corp. for producing Iron Dextran.
The term of this license agreement is 10 years. The Company pays a license fee
based on production volumes. The total royalty expense incurred during the year
was $63,897 [1998 - $71,088, 1997 - $88,835].
11
<PAGE>
[b] CYSTIC FIBROSIS
Effective April 1, 1994, the Company had entered into a Research Agreement [the
"Agreement"] with Novadex Pharmaceuticals Limited ["Novadex Pharmaceuticals"], a
company owned by the Major Shareholder, and the University of British Columbia
["UBC"]. Under the terms of the Agreement, the Company agreed to provide
equipment and funding in connection with research into Cystic Fibrosis. This
agreement was amended on April 1, 1996 and expanded to include a number of
Canadian hospitals.
In conjunction with the Agreement, UBC granted the Company, through a
sub-licensing agreement with Novadex Pharmaceuticals, an exclusive worldwide
license to manufacture, distribute and sell products derived or developed from
the research performed. The Company will pay a quarterly royalty to both UBC and
Novadex Pharmaceuticals, based on net sales.
Costs incurred during the year in relation to the Agreement totalled $11,268
[1998 - $71,338; 1997 - $55,483].
[c] INVESTMENT TAX CREDITS
The Company has made claims for investment tax credits on research and
development activities for the current year. Research and development expenses
have been reduced by investment tax credits recorded during the year of
approximately $201,000 [1998 - $29,000; 1997 - $24,000].
13. INCOME TAXES
[a] Substantially all of the Company's activities are carried out through
operating subsidiaries in Canada and the United States. The Company's
effective income tax rate is dependent on the tax legislation in each
country and the operating results of each subsidiary and the parent
company.
The components of income (loss) before income taxes and minority interest
are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bahamas (579,880) (1,654,659) (574,139)
Canada 1,322,937 1,247,816 1,114,456
United States 475,061 (42,219) (405,590)
- -------------------------------------------------------------------------------------------------
1,218,118 (449,062) 134,727
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
The income tax provision consists of the following:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Provision for income taxes based on Bahamian income -- -- --
Foreign withholding taxes on Bahamian income 24,222 -- --
- -------------------------------------------------------------------------------------------------
24,222 -- --
Provision for income taxes based on Canadian statutory
income tax rates 621,503 570,484 497,047
Benefit of previously unrecorded Canadian tax items -- (556,526) (484,566)
Reduction in valuation allowance -- (950,000) --
- -------------------------------------------------------------------------------------------------
621,503 (936,042) 12,481
Provision for (recovery of) income taxes based on
United States income tax rates 47,827 (16,888) (162,236)
Benefit of previously unrecorded United States tax items (47,827) -- --
United States losses not recognized -- 16,888 162,236
- -------------------------------------------------------------------------------------------------
PROVISION FOR (RECOVERY OF) INCOME TAXES 645,725 (936,042) 12,481
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
Significant components of the provision for (recovery of) income taxes
attributable to continuing operations are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Canadian federal deferred tax recovery (232,704) (950,000) --
Canadian federal deferred tax expense 595,829 13,958 12,481
Canadian federal current tax expense 258,378 -- --
Bahamian foreign withholding tax expense 24,222 -- --
- --------------------------------------------------------------------------------------------
645,725 (936,042) 12,481
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
[b] Deferred tax assets have been provided on temporary differences which
consist of the following:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DEFERRED TAX ASSETS
Canadian
Non-capital losses -- 123,000 467,000
Unclaimed research and development expenses 749,000 923,000 954,000
Investment tax credits 58,000 194,000 223,000
Amortization of property, plant and equipment which
has not yet been claimed for income tax purposes 64,000 48,000 238,000
Other items 183,000 143,000 160,000
United States
Net operating losses 670,000 715,000 699,000
--------------------------------------------------------------------------------------------
1,724,000 2,146,000 2,741,000
Less valuation allowance 948,000 1,196,000 2,741,000
--------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS 776,000 950,000 --
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
</TABLE>
During 1998, as a result of the sustained profitability of the Company's
Canadian operations and the resulting ability to utilize the Company's
Canadian tax losses and deductions and after considering the expectations
for continued profitability of the Canadian operations into the future, the
Company determined that the valuation allowance should be reduced by
$950,000 in 1998.
Deferred tax liabilities of $148,083 at January 31, 1999 [1998 - $26,439]
have been provided on temporary differences arising from differences
between the carrying amount for financial reporting purposes and the
amounts used for income tax purposes for investment tax credits.
[c] The Canadian subsidiaries have deductions available to reduce future years'
income for tax purposes on account of net temporary differences resulting
from expense items reported for tax purposes in different periods than for
financial statement purposes totalling $2.5 million and $1.6 million for
federal and provincial purposes, respectively. Certain Canadian
subsidiaries also have net capital losses available for carryforward of
$435,000 available to offset future taxable capital gains. These potential
deductions and net capital losses have an indefinite carryforward period.
Certain Canadian subsidiaries have also earned investment tax credits of
$58,000 which are available to offset federal future income taxes payable
expiring from 2007 through 2009.
The benefits associated with these losses, deductions and investment tax
credits have been recorded in the consolidated financial statements to the
extent described in note 13 [b].
[d] The U.S. subsidiaries of the Company have net operating loss carryforwards
for tax purposes of approximately $1.7 million which expire from 2005 to
2013.
The benefits associated with these losses have been recorded in the
consolidated financial statements to the extent described in note 13 [b].
14
<PAGE>
14. CONSOLIDATED STATEMENTS OF CASH FLOWS
The net change in non-cash working capital balances related to operations
consists of the following:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECREASE (INCREASE) IN CURRENT ASSETS
Trade accounts receivable (72,465) 142,389 (371,576)
Inventories (274,495) (444,290) 140,539
Prepaid expenses and other current assets 59,688 (94,889) 1,499
- -------------------------------------------------------------------------------------------------
(287,272) (396,790) (229,538)
INCREASE (DECREASE) IN CURRENT LIABILITIES
Accounts payable 191,939 (25,489) (280,479)
Accrued liabilities 123,220 (74,665) (53,131)
Income taxes payable 52,462 -- --
- -------------------------------------------------------------------------------------------------
80,349 (496,944) (563,148)
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
Cash paid during the year for interest was $95,058 [1998 - $82,536; 1997 -
$85,943]. Cash paid during the year for income taxes was $1,142 [1998 - nil;
1997 - nil].
Excluded from the consolidated statements of cash flows for the year ended
January 31, 1999 is the issuance of 20,000 common shares of the Company in
exchange for services rendered to the Company [NOTE 10].
Excluded from the consolidated statements of cash flows for the year ended
January 31, 1998 is the issuance of 2,404 common shares of the Company in
exchange for services rendered to the Company[NOTE 10] and the acquisition of
the remaining 10% interest in Novadex International Inc. [NOTE 10] from the
minority shareholder in exchange 7,500 common shares.
Excluded from the consolidated statements of cash flows for the year ended
January 31, 1997 is the issuance of 20,000 common shares of the Company in
exchange for a reduction in the Major Shareholder's loan account.
The above transactions are considered non-cash financing and investing
activities.
15. SEGMENTED INFORMATION
All of the operations of the Company are carried on through Dextran in Canada
and through Chemdex in the United States. The operations of Chemdex represent
the veterinary products business and the operations are carried out through its
wholly-owned subsidiary, Vet Labs. Each of Dextran and Chemdex operates as a
strategic business unit offering different products. Each subsidiary comprises a
reportable segment as follows:
Dextran - manufactures and sells bulk quantities of Dextran and several of its
derivatives to large pharmaceutical companies throughout the world.
15
<PAGE>
Veterinary products - manufactures and sells veterinary pharmaceutical products
and specialty chemicals in the United States. The primary customers are
distributors and private labelers, who in turn sell to the end-user of these
products.
The Company evaluates segment performance based primarily on operating income,
excluding unusual items. The Company accounts for intersegment sales as if the
sales were to third parties at current market prices. The accounting policies of
the segments are the same as those described in the summary of significant
accounting policies.
[a] The following is condensed segment financial information for the years ended
January 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
VETERINARY
JANUARY 31, 1999 DEXTRAN PRODUCTS TOTAL
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross sales 4,688,490 7,712,966 12,401,456
Intercompany sales 680,436 -- 680,436
Interest expense 52,070 42,988 95,058
Depreciation and amortization 198,967 277,854 476,821
Income from operations 1,394,289 668,397 2,062,686
Interest income 19,726 -- 19,726
Segment assets 4,975,015 4,156,641 9,131,656
Capital expenditures 855,257 115,617 970,874
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VETERINARY
JANUARY 31, 1998 DEXTRAN PRODUCTS TOTAL
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross sales 4,587,224 5,931,781 10,519,005
Intercompany sales 676,640 -- 676,640
Interest expense 38,557 43,874 82,431
Depreciation and amortization 220,094 237,266 457,360
Income from operations 1,232,846 (39,437) 1,193,409
Interest income 32,004 -- 32,004
Segment assets 4,298,053 3,954,651 8,252,704
Capital expenditures 270,095 131,320 401,415
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
VETERINARY
JANUARY 31, 1997 DEXTRAN PRODUCTS TOTAL
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross sales 4,617,389 5,142,534 9,759,923
Intercompany sales 415,834 -- 415,834
Interest expense 37,127 48,816 85,943
Depreciation and amortization 199,200 299,006 498,206
Income from operations 1,071,591 (417,158) 654,433
Interest income 42,865 -- 42,865
Capital expenditures 744,186 94,744 838,960
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
[b] The following reconciles segment information presented above to the
consolidated financial statements for the years ending January 31:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross sales:
Gross sales from segments 12,401,456 10,519,005 9,759,923
Intercompany sales elimination (680,436) (676,640) (415,834)
- -------------------------------------------------------------------------------------------------
11,721,020 9,842,365 9,344,089
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income (loss) before income taxes and minority interest:
Operating income (loss) from segments 2,062,686 1,193,409 654,433
Unallocated corporate expenses (917,912) (1,091,790) (576,335)
Write-down of patents -- (608,994) --
Interest and other income 73,344 58,313 56,629
- -------------------------------------------------------------------------------------------------
1,218,118 (449,062) 134,727
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1999 1998
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Assets from segments 9,131,656 8,252,704
Corporate assets 1,324,608 1,488,243
- -------------------------------------------------------------------------------------------------
10,456,264 9,740,947
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
TOTAL CONSOLIDATED
JANUARY 31, 1999 SEGMENTS CORPORATE TOTALS
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Other significant items:
Interest expense 95,058 50,219 145,277
Depreciation and amortization 476,821 37,618 514,439
Interest income 19,726 27,345 47,071
Capital expenditures 970,874 5,362 976,236
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TOTAL CONSOLIDATED
JANUARY 31, 1998 SEGMENTS CORPORATE TOTALS
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Other significant items:
Interest expense 82,431 46,768 129,199
Depreciation and amortization 457,360 109,282 566,642
Interest income 32,004 22,074 54,078
Capital expenditures 401,415 54,667 456,082
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TOTAL CONSOLIDATED
JANUARY 31, 1997 SEGMENTS CORPORATE TOTALS
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Other significant items:
Interest expense 85,943 65,520 151,463
Depreciation and amortization 498,206 132,619 630,825
Interest income 42,865 -- 42,865
Capital expenditures 838,960 4,187 843,147
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
[c] Consolidated sales by destination are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United States 8,321,738 6,477,247 5,852,313
Canada 593,836 699,539 792,051
Europe 1,621,951 1,574,569 1,470,159
Pacific Rim 1,039,627 912,530 983,029
Other 143,868 178,480 246,537
- -------------------------------------------------------------------------------------------------
11,721,020 9,842,365 9,344,089
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
[d] Long-lived assets by country of domicile are as follows:
<TABLE>
<CAPTION>
1999 1998
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
United States 2,107,865 2,270,102
Canada 2,213,621 1,637,333
Bahamas 78,062 110,318
- -------------------------------------------------------------------------------------------------
4,399,548 4,017,753
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
[e] For the year ending January 31, 1999, the veterinary products industry
segment has three customers that each account for more than 10% of the Company's
total revenue. These three customers combined accounted for approximately
$4,323,000 of the Company's total revenue.
16. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments has been determined based on
available market information and appropriate valuation methodologies.
The carrying values of cash, trade accounts receivable, accounts payable and
accrued liabilities approximate their fair values at January 31, 1999 because of
the short maturity of these financial instruments.
The estimated fair values of the amounts due from Novadex Corp., due from and to
shareholders, due to affiliated companies, long-term debt and other long-term
liabilities are not materially different from the carrying values for financial
statement purposes at January 31, 1999 and 1998.
17. CONCENTRATION OF ACCOUNTS RECEIVABLE
At January 31, 1999, there were two [1998 - one] customers of the Company which
comprised 26% [1998 - 14%] of the trade accounts receivable balance.
18. NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement No. 133 ["SFAS 133"], "Accounting for
Derivative Instruments and Hedging Activities" which is effective for fiscal
years beginning after June 15, 1999. The statement establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability, measured at its fair value.
SFAS 133 also requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Adoption of this standard is not expected to have a material impact on the
financial position or results of operations of the Company.
19
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Polydex Pharmaceuticals Limited of our report dated March 12, 1999, with
respect to the consolidated financial statements of Polydex Pharmaceuticals
Limited included in its 1999 Annual Report to Shareholders.
Toronto, Canada Ernst & Young LLP
April 29, 1999 Chartered Accountants
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> JAN-31-1999
<CASH> 655,131
<SECURITIES> 0
<RECEIVABLES> 984,934
<ALLOWANCES> 0
<INVENTORY> 1,917,278
<CURRENT-ASSETS> 3,626,531
<PP&E> 8,716,616
<DEPRECIATION> 4,483,472
<TOTAL-ASSETS> 10,456,264
<CURRENT-LIABILITIES> 1,916,215
<BONDS> 521,170
0
15,010
<COMMON> 48,552
<OTHER-SE> 22,464,783
<TOTAL-LIABILITY-AND-EQUITY> 10,456,264
<SALES> 11,721,020
<TOTAL-REVENUES> 11,721,020
<CGS> 7,991,025
<TOTAL-COSTS> 7,991,025
<OTHER-EXPENSES> 2,428,880
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 145,277
<INCOME-PRETAX> 1,218,118
<INCOME-TAX> 645,725
<INCOME-CONTINUING> 572,393
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 572,393
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
