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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, 2000
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Commission file number: 1-8366
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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
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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, $.0167 Par Value Boston Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Same
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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, 2000: $21,771,506.25.
The number of Common Shares outstanding as of March 31, 2000: 3,024,418.
Documents Incorporated By Reference
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended January 31, 2000, 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 23, 2000, 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. The
Registrant is investigating the potential human applications of some of its
products although it is impossible to determine at this time if the products
will reach market.
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 Dextran and derivatives and the
manufacture and sale of veterinary pharmaceutical products
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, 2000, 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 thirteen 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,
2000 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 85% of
sales with house label sales contributing approximately 11%. In addition, Vet
Labs also does "contract filling" for other industry companies. Four
customers (all private label buying groups) accounted for 70% of sales at Vet
Labs, with individual customer shares ranging from less than 1% to 23%.
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 Corp., an affiliated company, whereby Novadex Corp. granted the
Registrant the exclusive worldwide license to use a certain process developed
by Novadex Corp. 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 Corp.
During July 1999, Novadex Corp. was liquidated, and all assets and
liabilities of Novadex Corp. were assumed by the sole shareholder of Novadex
Corp., the Vice Chairman of the Registrant. The above-referenced license
agreement was included in the assets transferred to the Vice Chairman. As of
the effective date of the transfer, the Registrant is obligated to pay the
license fee to the Vice Chairman.
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% Iron Hydrogenated Dextran for injection. In addition,
Chemdex holds a Drug Master File for the
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manufacture of 10% Bulk 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.
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
Medical Center in Chicago, Illinois as a potential contraceptive which also
has antiviral capabilities.
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 sublicensing agreement with an affiliated company, an
exclusive worldwide license to manufacture, distribute and sell products
derived or developed from the research performed. During fiscal 2000, the
Registrant and UBC licensed the cystic fibrosis product to BCY Ventures Inc.
("BCY Ventures") of Vancouver, British Columbia, Canada. Under this license
agreement, BCY Ventures will pay a royalty to both the Registrant and UBC
based on sales and sublicensing revenue in return for the exclusive right to
sublicense, manufacture, distribute and sell the developed products.
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.
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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.
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 2000 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, 2000 was approximately
$1,500,000, whereas backlog as at January 31, 1999 was approximately
$800,000. 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 ownership 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
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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, 2000, 1999, and 1998, the
Registrant expended $677,111, $234,825 and $213,988, respectively, on
research and development relating primarily to the development of Cellulose
Sulphate and a raw material for a human injectable product. The fiscal 2000
increase is due to the commencement of the human injectable project. During
the years ended January 31, 2000, 1999 and 1998, the Registrant recognized
investment tax credit benefits of $39,794, $201,762 and $29,087, respectively.
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, 2000, the Registrant employed 85 employees, of whom
56 were engaged in production, 16 in quality control, 2 in research and
development, 9 in administration and 2 in marketing and sales activities. Of
such employees, 57 were employed by Vet Labs and 28 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 2000, 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.
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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 infections.
Research into the identification of the most effective components of Usherdex
4 is scheduled to begin in the first quarter of fiscal 2001.
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. During the most recent fiscal
year, the Registrant successfully completed a Phase I human clinical trial
with support from the Consortium for Industrial Collaboration in
Contraceptive Research ("CICCR"). Should continued positive results be
generated from this work, the Registrant has been advised that the funding
from CICCR will continue through Phase II trials. Other organizations have
also voiced interest in contributing to the development of this product. The
Registrant maintains an exclusive worldwide license for this product.
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, 2000 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.
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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 11,000 liters a week (there are 1.057 quarts in one liter).
Present production is approximately 10,000 liters 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 11,000
liters per week of Iron Dextran.
The Toronto facility has been divided into 11 discrete production
areas identified for refurbishment. In the second half of fiscal 2000 the
Registrant initiated the refurbishing program with the commissioning of a
Distillation Column at a cost of $725,000. This unit has been sized for the
ability to significantly increase the production capacity of the plant.
However, due to the interrelationships between the various production areas,
any increase in production will not be realized until the majority of the
identified production areas have been renovated. Further progress on the
refurbishment program is scheduled for fiscal 2001.
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. The facility is currently running at approximately 50% of capacity.
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
There are no 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, 2000.
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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 Shares and Related Security Holder Matters" in the
Registrant's Annual Report to Shareholders for the fiscal year ended January
31, 2000 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, 2000 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, 2000 and is incorporated herein by
reference.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
POLYDEX PHARMACEUTICALS LIMITED AND SUBSIDIARIES
JANUARY 31, 2000
INTEREST RATE SENSITIVITY
The table below provides information about the Company's financial
instruments that are sensitive to changes in interest rates. All financial
instruments are held for other than trading purposes. The Company does not
have a material exposure to interest rate risk.
The table presents principal cash flows and related weighted average
interest rates by expected maturity dates.
<TABLE>
<CAPTION>
Expected Maturity Date
------------------------------------------------------------------------------- Fair
31-Jan-01 31-Jan-02 31-Jan-03 31-Jan-04 31-Jan-05 Thereafter Total Value
---------- --------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(US$ Equivalent)
ASSETS
Notes receivable:
Variable rate ($US) 82,898 20,837 22,504 24,304 26,249 510,641 687,434 687,434
Average interest
rate 7.87% 8.00% 8.00% 8.00% 8.00% 7.75% 7.94%
LIABILITIES:
Long-term debt:
Fixed rate ($US) 474,043 285,903 749,739 - - - 1,509,685 1,509,685
Average interest
rate 9.01% 9.00% 9.00% 0.00% 0.00% 0.00% 9.00%
Fixed rate ($CDN) 167,506 190,277 88,130 88,976 97,322 212,723 844,933 844,933
Average interest
rate 9.04% 9.03% 9.23% 9.00% 9.00% 9.00% 9.05%
Variable rate ($US) (46,820) (50,565) (54,611) (58,979) (63,698) 947,420 672,747 672,747
Average interest
rate 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00%
</TABLE>
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POLYDEX PHARMACEUTICALS LIMITED AND SUBSIDIARIES
JANUARY 31, 2000
EXCHANGE RATE SENSITIVITY
The table below provides information about the Company's financial
instruments that are sensitive to changes in foreign currency exchange
rates. All financial instruments are held for other than trading purposes.
The Company's major exposure to exchange rate risk is that the Canadian
dollar rises dramatically in relation to the U.S. dollar and that this
significantly reduces the gross margin experienced at Dextran Products.
Management monitors the margin at Dextran to ensure that an acceptable
margin level is maintained. Management has the ability, to some extent, to
adjust sales prices to maintain an acceptable margin level.
The table presents principal cash flows and related weighted average
interest rates by expected maturity dates.
<TABLE>
<CAPTION>
Expected Maturity Date
------------------------------------------------------------------------------- Fair
31-Jan-01 31-Jan-02 31-Jan-03 31-Jan-04 31-Jan-05 Thereafter Total Value
---------- --------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(US$ Equivalent)
LIABILITIES:
Long-term debt:
Fixed rate ($CDN) 167,506 190,277 88,130 88,976 97,322 212,723 844,933 844,933
Average interest
rate 9.04% 9.03% 9.23% 9.00% 9.00% 9.00% 9.05%
</TABLE>
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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,
2000 and are incorporated herein by reference. Supplementary financial
information is not required.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
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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," "Report of the Audit Committee," "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, 2000 and incorporated by reference
from Exhibit 13 filed herewith.
Report of Independent Auditors -- 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 Articles of Association of Polydex
Pharmaceuticals Limited, as amended (filed
as Exhibit 3.2 to the Quarterly Report on
Form 10- Q filed September 13, 1999, and
incorporated herein by reference)
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)*
-15-
<PAGE>
10.2 Amendment to Employment Agreement between
Polydex Pharmaceuticals Limited and Thomas
C. Usher dated February 1, 1999 (filed as
Exhibit 10.2 to the Annual Report on Form
10-K filed April 29, 1999, and incorporated
herein by reference)*
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 (filed as
Exhibit 10.4 to the Annual Report on Form
10-K filed April 29, 1999, and incorporated
herein by reference)*
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, 2000 (only those
portions incorporated herein by reference)
21 Subsidiaries of Polydex Pharmaceuticals
Limited
27 Financial Data Schedule
* Indicates a management contract or compensatory plan or arrangement
-16-
<PAGE>
(b) Reports on Form 8-K
Not applicable.
-17-
<PAGE>
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 28, 2000 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 28, 2000 /s/ George G. Usher
-------------------------------------
George G. Usher, Director, President
and Chief Executive Officer
(Principal Executive Officer)
Date: April 28, 2000 /s/ Sharon Wardlaw
-------------------------------------
Sharon Wardlaw, Treasurer, Secretary
and Chief Financial and Accounting
Officer (Principal Financial and
Accounting Officer)
Date: April 28, 2000 /s/ Joseph Buchman
-------------------------------------
Joseph Buchman, Director
Date: April 28, 2000 /s/ Derek John Michael Lederer
-------------------------------------
Derek John Michael Lederer, Director
Date: April 28, 2000 /s/ John L.E. Seidler
-------------------------------------
John L.E. Seidler, Director
-18-
<PAGE>
Date: April 28, 2000 /s/ Ruth L. Usher
-------------------------------------
Ruth L. Usher, Director
Date: April 28, 2000 /s/ Thomas C. Usher
-------------------------------------
Thomas C. Usher, Director
-19-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
-------------- -------------------
<S> <C>
13 Annual Report to Shareholders for the fiscal
year ended January 31, 2000 (only those
portions incorporated herein by reference)
21 Subsidiaries of Polydex Pharmaceuticals
Limited
27 Financial Data Schedule
</TABLE>
<PAGE>
EXHIBIT 13
POLYDEX PHARMACEUTICALS LIMITED
FINANCIAL HIGHLIGHTS TABLE A 5 year review
<TABLE>
<CAPTION>
Expressed in United States dollars
For the year ended January 31 2000 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
Sales from Continuing Operations $13,096,449 $11,721,020 $9,842,365 $9,344,089 $8,459,563
Net Income(Loss) from
Continuing Operations 969,843 572,393 488,162 122,390 (1,165,534)
Net Income(Loss)
per Common Share 0.32 0.19 0.17 0.04 (0.42)
Total Assets 12,018,356 10,456,264 9,740,947 8,627,517 8,064,990
Long-term borrowings 2,385,541 1,158,187 1,478,578 1,555,551 1,633,041
</TABLE>
1
<PAGE>
SHAREHOLDER INFORMATION.
Market for the Company's Common Shares and Related Security Holder Matters.
The Company's common shares are listed for trading on the NASDAQ SmallCap
Market System under the symbol POLXF, and on the Boston Stock Exchange under
the symbol PXL.
The reported high and low bid prices of the common shares on the
over-the-counter 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 2000 1999 1998
<S> <C> <C> <C>
March 31 7.875-9.750 2.500-2.500 4.125-4.250
June 30 4.625-4.625 3.250-3.875
September 30 2.781-2.781 2.188-2.375
December 31 3.969-4.563 3.125-3.438
</TABLE>
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, 2000 there were approximately 751 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.
1
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Fiscal year 2000 refers to the Company's fiscal year ended January 31, 2000.
2000 COMPARED TO 1999
The operations of the Company are carried on through Dextran Products Limited
("Dextran Products") in Canada and through Chemdex, Inc. ("Chemdex") in the
United States. The operations of Chemdex are carried on through its
wholly-owned subsidiary, Veterinary Laboratories, Inc. ("Vet Labs"). Each of
Dextran Products and Chemdex operates as a strategic business unit. Dextran
Products manufactures and sells bulk quantities of Dextran and several of its
derivatives to large pharmaceutical companies throughout the world. Chemdex
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.
Sales of the Company increased 12% or $1,375,429 to $13,096,449 in fiscal
2000 from $11,721,020 in fiscal 1999. The growth in sales was primarily due
to a greater volume at Chemdex, where sales increased by 14% or $1,108,011 to
$8,820,977 in fiscal 2000 from $7,712,966 in fiscal 1999, and accounted for
67% and 66% of the Company's sales in fiscal 2000 and 1999, respectively.
Chemdex products are broken down into 4 product lines. Injectables is the
largest product line accounting for 65% and 62% of Chemdex sales for fiscal
2000 and fiscal 1999, respectively. Sales of injectable products increased by
17% or $838,095 to $5,712,619 in fiscal 2000 from $4,874,524 in fiscal 1999
due to increased market penetration of the injectable line. Management
expects sales trends to continue to increase with the introduction of new
products in the coming years.
Sales at Dextran Products increased by 7% or $267,418 to $4,275,472 in fiscal
2000 from $4,008,054 in fiscal 1999, and accounted for 33% and 34% of the
Company's sales in fiscal 2000 and 1999, respectively. This increased sales
level was achieved in fiscal 2000 despite anticipated production
interruptions experienced in the fourth quarter due to the installation of
new production equipment. Demand for Dextran and related products remained
strong during the year and management expects such strong demand to continue.
Sales levels are expected to increase slightly next year.
The Company's gross profit decreased 3% or $106,482 to $3,623,513 in fiscal
2000 from $3,729,995 in fiscal 1999. As a percentage of sales, the Company's
gross profit decreased to 28% from 32% in fiscal 1999. Chemdex' gross profit
increased 18% or $283,666 to $1,878,155 in fiscal 2000 from $1,594,489 in
fiscal 1999. As a percentage of sales, Chemdex' gross profit remained
constant at 21% as compared to fiscal 1999. This rise in gross profit at
Chemdex was attributable to a 17% increased market penetration of the
injectable products. Management anticipates the approval of several
Abbreviated New Animal Drug Applications ("ANADAs")
1
<PAGE>
during the coming years. Management believes that these approvals will result
in an increase in profit margins.
Dextran Products' gross profit, excluding profit on intercompany sales, was
$1,642,483 in fiscal 2000, representing 38% of sales. The gross profit and
margins decreased significantly during the fourth quarter of fiscal 2000 due
to the anticipated production interruptions during the installation of new
production equipment. No such production interruptions are scheduled for the
coming year, therefore margins are expected to return to normal levels.
Dextran Products' costs are incurred in Canadian dollars, while the majority
of its sales are in U.S. dollars. Therefore if the Canadian dollar rises in
relation to the U.S. dollar, margins decrease. In fiscal 2000 such currency
fluctuations resulted in only a 1% decrease in margins.
Selling, promotion, general and administrative expenses decreased by 9% to
$1,716,445 in fiscal 2000 from $1,881,378 in fiscal 1999 mainly due to a
reduction in senior management salaries. In fiscal 1999,the former President
of Chemdex, Natu Patel, retired and was not replaced. In addition, senior
management bonuses were reduced in fiscal 2000. As a percentage of sales,
selling, promotion, general, and administrative expenses decreased to 13% in
fiscal 2000 from 16% in fiscal 1999.
In fiscal 2000, the Company spent $677,111 on research and development
expenditures as compared to $234,825 in fiscal 1999. This increase of
$442,286 or 188% is due to new product development costs relating to the
development of a raw material for a human injectable product. Development
costs for this project are expected to continue in fiscal 2001. In addition,
there was a reduction in fiscal 2000 in the recognition of investment tax
credits, which offset the cost of research and development. The total
investment tax credit benefit recognized in fiscal 2000 was $39,794 as
compared to $201,762 in fiscal 1999. The investment tax credit benefit
recognized in fiscal 2000 relates strictly to investment tax credits earned
in the current year. The large benefit recognized in 1999 was a result of
utilizing previously unrecognized investment tax credit benefits. As a
result, the Company recorded research and development expense, net of
investment tax credits, of $637,317 and $33,063 in fiscal 2000 and fiscal
1999, respectively.
The Company has several research and development projects in process. The
Company is conducting part of its research through collaborations with Rush
Medical Center in Chicago, Illinois, on a potential female antimicrobial
contraceptive product ("Ushercell"), and the University of British Columbia
on a potential treatment for cystic fibrosis.
In fiscal 2000, the Company received a patent on the antimicrobial properties
of Ushercell in connection with the Program for the Topical Prevention of
Conception and Disease. During the year, Contraceptive Research and
Development ("CONRAD") Program and the Company received approval to initiate
a Phase I clinical trial on tolerance of the female contraceptive product.
This Phase I trial was successfully completed and CONRAD continues to support
this project. Management expects that funding for Phase II research will be
successfully obtained due to the success of the work to date.
In fiscal 2000, the Company licensed the cystic fibrosis product to BCY Ventures
Inc. ("BCY Ventures") of Vancouver, British Columbia. Under this license
agreement, BCY Ventures will
2
<PAGE>
provide funding for research and development and will pay a royalty to the
Company based on sales and sublicensing revenue in return for the exclusive
right to sublicense, manufacture, distribute and sell the product or products
developed. BCY Ventures has since raised funds to continue the research and
development of the product.
Interest expense increased by 2% or $2,711 to $147,988 in fiscal 2000 from
$145,277 in fiscal 1999. Interest expense is expected to rise in fiscal 2001
because of the financing of the production equipment at Dextran Products.
Income from operations for the Company in fiscal 2000 totaled $601,963, a
decrease of $553,875 or 48% from $1,155,838 in fiscal 1999. Income from
operations at Chemdex remained relatively consistent at $684,655 in fiscal
2000, an increase of $16,258 or 2% from $668,397 in fiscal 1999. The increase
in sales and gross profit at Chemdex was offset by the increased research and
development costs.
Income from operations at Dextran Products in fiscal 2000 was $659,994, a
decrease of $734,295 or 53% from $1,394,289 in fiscal 1999. This decrease in
income from operations is a result of the decrease in gross profit, the
significant increase in research and development expenses and the decrease in
investment tax credit benefits recognized in fiscal 2000, as described above.
Interest and other non-operating income increased by 286% or $178,152 to
$240,432 in fiscal 2000 from $62,280 in fiscal 1999. This increase is a
result of recognizing the previously deferred gain on the sale of Novatek
International Inc. shares due to settlement of a lawsuit.
The recovery of income taxes in fiscal 2000 was $127,448 as compared to a
provision for income taxes in fiscal 1999 of $645,725. A tax recovery of
$400,000 was recorded in fiscal 2000 due to the reduction in the valuation
allowance against the United States deferred tax assets. The Company's United
States operations have now demonstrated sustained profitability and it is
more likely than not that the United States net operating tax losses will be
utilized, therefore the tax benefit of these losses has been recognized in
fiscal 2000.
A tax provision of $270,640 relating to Dextran Products was recorded in
fiscal 2000 as compared to $621,503 in fiscal 1999. The decrease in the
Canadian tax provision is a result of the decrease in profitability of
Dextran Products in fiscal 2000. The Canadian operations continue to have
significant research and development tax pools to offset current taxes
payable.
As a result of the foregoing, the Company recorded net income of $969,843 in
fiscal 2000 as compared to a net income of $572,393 in fiscal 1999.
3
<PAGE>
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 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
4
<PAGE>
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.
5
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
For fiscal 2000 the Company generated cash of $800,084 from its operating
activities compared to $1,656,015 for fiscal 1999. This decrease was
primarily attributable to a substantial increase in research and development
expenses. The Company maintained $1,735,162 of working capital and a current
ratio of 1.7:1 as of January 31, 2000 compared to $1,710,316 of working
capital and a current ratio of 1.9:1 as of January 31, 1999. This slight
decrease in working capital is primarily due to the settlement of a lawsuit
resulting from the sale of Novatek International Inc. shares.
At January 31, 2000, the Company had accounts receivable of $1,204,495 and
$2,051,251 in inventory compared to $984,934 and $1,917,278, respectively, at
January 31, 1999. The increase in accounts receivable was due to increased
sales at Vet Labs. The inventory levels have remained relatively consistent.
During fiscal 2000, capital expenditures totaled $1,318,626 as compared to
$976,236 in fiscal 1999. This increase is a result of continued refurbishment
costs at the Dextran Products plant in Toronto. The majority of these capital
expenditures at Dextran Products were financed with capital leases.
The change in the accumulated other comprehensive income is entirely
attributable to the currency translation adjustment of Dextran Products.
Dextran Products' functional currency is the Canadian dollar. This currency
translation adjustment arises from the translation of Dextran Products'
financial statements to U.S. dollars.
During fiscal 2000, the ContiGroup Companies, Inc. (formerly Continental
Grain Company) ("CGC") disposed of all its shareholdings of the Company.
Prior to this, the Company had a contingent purchase obligation for the
shares held by CGC. The Company is required to make payments totaling
$300,000 over the next two years and a final payment of $585,343 on March 15,
2002 to satisfy this purchase obligation.
During fiscal 2000, a lawsuit over the gain on sale of Novatek International
Inc. shares was settled. Under the terms of the settlement agreement, the
Company is required to make a payment of $150,000 on February 10, 2000 and 24
monthly payments of $13,542.
Dextran Products has a CDN$750,000 line of credit of which there were no
outstanding borrowings as of January 31, 2000. Management anticipates using
the credit line for the purposes of funding a portion of the costs associated
with the refurbishment of the Toronto facility.
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, although
management plans to continue the plant refurbishment at Dextran Products.
6
<PAGE>
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.
IMPACT OF YEAR 2000
In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission
critical information technology and non-information technology systems and
believes those systems successfully responded to the Year 2000 date change.
In fiscal 2000, there were no significant costs in connection with
remediating its systems. The Company is not aware of any material problems
resulting from Year 2000 issues, either with its products, its internal
systems, or the products and services of third parties. The Company will
continue to monitor its mission critical computer applications and those of
its suppliers and vendors throughout the year 2000 to ensure that any latent
Year 2000 matters that may arise are addressed promptly.
MANAGEMENT OBJECTIVES
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
another two years. This year, management plans to upgrade the electrical room
to increase capacity and install a new piece of production equipment. There
are no scheduled production interruptions as a result of this refurbishing in
fiscal 2001. Although management believes that production interruptions will
be minimal, management is developing contingency plans in case there are
unexpected production interruptions. 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 is product development and
marketing of licensed products. These licensed products 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 and powders.
7
<PAGE>
FORWARD-LOOKING STATEMENTS SAFE HARBOR
This Annual Report, including the Management's Discussion and Analysis of
Financial Condition and Results of Operations section, contains various
"forward-looking statements" within the meaning of Section 27A of the United
States Securities Act of 1933, as amended, and Section 21E of the United
States 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 as a result of these or other factors.
8
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
POLYDEX PHARMACEUTICALS LIMITED
JANUARY 31, 2000, 1999 AND 1998
<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, 2000 and 1999 and
the related consolidated statements of shareholders' equity, operations and
cash flows for each of the years in the three-year period ended January 31,
2000. 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, 2000 and 1999 and
the consolidated results of their operations and their cash flows for each of
the years in the three-year period ended January 31, 2000 in conformity with
accounting principles generally accepted in the United States.
Toronto, Canada, /s/ Ernst & Young LLP
March 10, 2000. Chartered Accountants
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED BALANCE SHEETS
[Expressed in United States dollars]
As at January 31
<TABLE>
<CAPTION>
2000 1999
$ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS [NOTES 7, 8 AND 11]
CURRENT
Cash 799,565 655,131
Trade accounts receivable [NOTE 17] 1,204,495 984,934
Inventories [NOTE 3] 2,051,251 1,917,278
Prepaid expenses and other current assets 73,072 69,188
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 4,128,383 3,626,531
Property, plant and equipment, net [NOTE 4] 5,154,333 4,233,144
Patents, net [NOTE 5] 153,611 166,404
Due from Novadex Corp. [NOTE 6] -- 658,574
Due from shareholder [NOTE 6] 1,396,615 903,037
Deferred income taxes [NOTE 13] 1,146,000 776,000
Other assets 39,414 92,574
- --------------------------------------------------------------------------------------------------
12,018,356 10,456,264
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable 1,279,778 1,189,886
Accrued liabilities 454,824 466,556
Income taxes payable 17,072 51,779
Current portion of long-term debt [NOTE 8] 523,454 63,783
Current portion of capital lease obligations [NOTE 8] 118,093 44,211
Current portion of mandatorily redeemable capital stock [NOTE 11] -- 100,000
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 2,393,221 1,916,215
Long-term debt [NOTE 8] 1,096,473 413,919
Capital lease obligations [NOTE 8] 616,302 107,251
Due to shareholder [NOTE 6] 672,766 637,017
Deferred gain [NOTE 9] -- 659,018
Deferred income taxes [NOTE 13] 274,960 148,083
Mandatorily redeemable capital stock [NOTE 11] -- 300,000
- --------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 5,053,722 4,181,503
- --------------------------------------------------------------------------------------------------
Redeemable capital stock [nil common shares;
1999 - 93,899] [NOTE 11] -- 1,028,733
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 $0.0167 each
4,000,000 common shares of $0.0167 each
Issued and outstanding
899,400 Class B preferred shares 15,010 15,010
3,021,917 common shares [1999 - 2,923,018] 50,203 48,552
Contributed surplus 23,121,345 22,464,783
Deficit (15,528,932) (16,498,775)
Accumulated other comprehensive income (692,992) (783,542)
- --------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 6,964,634 5,246,028
- --------------------------------------------------------------------------------------------------
12,018,356 10,456,264
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS' EQUITY
[Expressed in United States dollars]
Years ended January 31, 2000, 1999 and 1998
<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, 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 Vet Labs
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
Reclassification from
redeemable capital
stock [NOTE 11] -- 1,568 441,822 -- -- 443,390
Fair value adjustment of
remaining purchase
obligation [NOTE 11] -- -- 183,530 -- -- 183,530
Common shares issued in
exchange for research and
development -- 83 21,332 -- -- 21,415
Common share options issued in
exchange for research and
development -- -- 9,878 -- -- 9,878
Net income for the year -- -- -- 969,843 -- 969,843
Currency translation
adjustment -- -- -- -- 90,550 90,550
- ------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 31, 2000 15,010 50,203 23,121,345 (15,528,932) (692,992) 6,964,634
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
[Expressed in United States dollars]
Years ended January 31
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SALES 13,096,449 11,721,020 9,842,365
Cost of goods sold 9,472,936 7,991,025 6,858,139
- ------------------------------------------------------------------------------------------------------------------
GROSS MARGIN 3,623,513 3,729,995 2,984,226
- ------------------------------------------------------------------------------------------------------------------
EXPENSES
General and administrative 1,595,088 1,728,050 1,599,255
Research and development, net [NOTE 12] 637,317 33,063 184,901
Depreciation 497,822 458,107 450,136
Interest [NOTE 6] 147,988 145,277 129,199
Selling and promotion 121,357 153,328 402,610
Amortization 21,978 56,332 116,506
Write-down of patents [NOTE 5] -- -- 608,994
- ------------------------------------------------------------------------------------------------------------------
3,021,550 2,574,157 3,491,601
- ------------------------------------------------------------------------------------------------------------------
Income (loss) from operations 601,963 1,155,838 (507,375)
Other income
Interest and other [NOTES 6 AND 9] 240,432 62,280 58,313
- -------------------------------------------------------------------------------------------------------------------
Income (loss) before the undernoted 842,395 1,218,118 (449,062)
Provision for (recovery of)
income taxes [NOTE 13] (127,448) 645,725 (936,042)
Minority interest -- -- 1,182
- ------------------------------------------------------------------------------------------------------------------
NET INCOME FOR THE YEAR 969,843 572,393 488,162
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PER SHARE INFORMATION
Earnings per common share
Basic $0.32 $0.19 $0.17
Diluted $0.32 $0.19 $0.17
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares
outstanding for the year 3,017,542 2,999,415 2,923,864
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
[Expressed in United States dollars]
Years ended January 31
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income for the year 969,843 572,393 488,162
Add (deduct) items not affecting cash
Depreciation and amortization 519,800 514,439 566,642
Write-down of patents -- -- 608,994
Deferred income taxes (310,943) 363,125 (936,042)
Legal expenses charged to deferred gain [NOTE 9] (33,684) (13,351) (104,195)
Gain on sale of Novatek International Inc.
shares (192,892) -- --
Royalty expense and interest income charged to
due from Novadex Corp. and shareholder 55,915 53,611 53,024
Minority interest -- -- (1,182)
Common shares issued in exchange for research
and development [NOTE 10] 21,415 68,760 18,030
Options issued in exchange for research and
development 9,878 -- --
Net change in non-cash working capital balances
related to operations [NOTE 14] (239,248) 97,038 (496,944)
- ---------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 800,084 1,656,015 196,489
- ---------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to property, plant and
equipment and patents (1,318,626) (976,236) (402,693)
Repayment of due from shareholder, net -- 32,379 (935,416)
- ---------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (1,318,626) (943,857) (1,338,109)
- ---------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from long-term debt 77,681 20,000 --
Repayment of long-term debt (69,711) (60,321) (66,817)
Proceeds from capital lease obligations 610,566 158,473 --
Repayment of capital lease obligations (27,633) (7,012) --
Payment of mandatorily redeemable capital stock (100,000) -- --
Decrease in due from Novadex Corp. and shareholder 109,081 -- --
Increase (decrease) in due to shareholder 35,749 46,491 (14,949)
Repayment of amount due to affiliated companies -- (425,420) --
Private placement of common shares -- -- 1,000,000
- ---------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 635,733 (267,789) 918,234
- ---------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 27,243 (77,765) (91,578)
- ---------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH DURING THE YEAR 144,434 366,604 (314,964)
Cash, beginning of year 655,131 288,527 603,491
- ---------------------------------------------------------------------------------------------------
CASH, END OF YEAR 799,565 655,131 288,527
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
1. GENERAL
Polydex Pharmaceuticals Limited [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.
1
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
REVENUE RECOGNITION
Revenue from sales of manufactured products is recognized upon shipment to
customers.
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 rates 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 are 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 1,228, nil and 5,880 in 2000, 1999 and 1998,
respectively, were used in the calculation of diluted earnings per common
share. Options to purchase 615,077, 637,577
2
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
and 151,096 common shares in 2000, 1999 and 1998, 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 income
taxes are provided on such amounts.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
2000 1999
$ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Finished goods 1,430,329 1,186,110
Work-in-process 30,188 53,023
Raw materials 590,734 678,145
- ---------------------------------------------------------------------------------------------------
2,051,251 1,917,278
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
2000 1999
------------------------------ ------------------------------
NET NET
ACCUMULATED BOOK ACCUMULATED BOOK
COST DEPRECIATION VALUE COST DEPRECIATION VALUE
$ $ $ $ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Land and buildings 3,326,853 653,373 2,673,480 3,190,251 505,790 2,684,461
Machinery and equipment 6,613,257 4,132,404 2,480,853 5,526,365 3,977,682 1,548,683
- ----------------------------------------------------------------------------------------------------
9,940,110 4,785,777 5,154,333 8,716,616 4,483,472 4,233,144
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
Included in machinery and equipment are assets under capital lease with a total
cost of $883,400
3
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[1998 - $149,000] and accumulated depreciation of $23,000 [1998- $2,600].
Depreciation of assets under capital lease is included in depreciation expense.
5. PATENTS
Patents consist of the following:
<TABLE>
<CAPTION>
2000 1999
$ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Cost 395,133 385,948
Less accumulated amortization 241,522 219,544
- ---------------------------------------------------------------------------------------------------
153,611 166,404
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</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.
6. RELATED PARTY TRANSACTIONS
Amounts due from (to) related parties consist of the following:
<TABLE>
<CAPTION>
2000 1999
$ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Amounts due from Novadex Corp. [i] [NOTE 12] -- 658,574
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Amounts due from shareholder [ii] 1,396,615 903,037
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Amounts due to shareholder [iii] (672,766) (637,017)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
[i] Novadex Corp. was controlled by an officer, director and major
shareholder of the Company [the "Major Shareholder"]. During July 1999,
Novadex Corp. was liquidated. All assets and liabilities of Novadex Corp.
were assumed by the Major Shareholder,
4
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
including the pledge of the royalty agreement described below. The
transfer of the balance receivable from Novadex Corp. to the amounts
due from shareholder has not been reflected in the consolidated
statements of cash flows as it is a non-cash transaction.
The amounts due from Novadex Corp. had no fixed terms of repayment and
were non-interest bearing, except that an amount of nil [1999 - $110,474]
included in the balance bore interest at the Canadian bank's prime
lending rate [2000 - 6.5%; 1999 - 6.75%]. Amounts due from Novadex Corp.
were collateralized by the pledge of future royalty payments [NOTE
12[a]].
[ii] Amounts due from shareholder are due from the Major Shareholder and bear
interest at the Canadian bank's prime lending rate plus 1.5% [2000 - 8%;
1999 - 8.25%], except for an amount of $798,100 which is non-interest
bearing and an amount of $60,966 which bears interest at the Canadian
bank's prime lending rate [2000 - 6.5%; 1999 - 6.75%]. These amounts have
no fixed terms of repayment. The Major Shareholder has pledged 328,051
shares of the Company and has pledged future royalty payments from the
iron dextran process license agreement [NOTE 12[a]] as collateral for
this loan.
[iii] Amounts due to shareholder bear interest at the Canadian bank's prime
lending rate plus 1.5% [2000 - 8%; 1999 - 8.25%]. The Company is required
to make monthly payments of $1,000. Upon the death of either the
shareholder or the Major Shareholder, the required monthly payment
increases to $5,000. This loan may not be called.
Interest recorded with respect to amounts due from and due to related parties
are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income 60,626 38,472 33,019
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Interest expense 51,589 50,219 46,768
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
7. BANK INDEBTEDNESS
The Company has an operating line of credit of Cdn. $750,000 [U.S. $516,800]
[1999 - Cdn. $300,000, U.S. $198,500], none of which was utilized at January 31,
2000 [1999 - nil]. This line of credit bears interest at the Canadian bank's
prime lending rate plus 1.25% [2000 - 7.75%; 1999 - 8.25%]. Bank indebtedness is
collateralized by a general security agreement over the Company's assets.
5
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
8. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
[a] Long-term debt consists of the following:
<TABLE>
<CAPTION>
2000 1999
$ $
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage payable [Cdn.$100,925] in monthly instalments, bearing
interest at 8.5%, and maturing January 2002, collateralized by land
and building with a carrying value of $1,044,294 [Cdn.$1,515,479]
as at January 31, 2000 69,546 96,399
Note payable to bank, maturing December 13, 2002, bearing interest at 9%,
collateralized by assignments of land, building and equipment with a
carrying value of $1,909,489 as at January 31, 2000 358,141 349,674
Share value guarantee payable in semi-annual repayments of $75,000 for each
of the next two years and a lump-sum payment for the balance of $585,343
on March 15, 2002. The total amount of repayments of $885,343, presented
on a fair value basis at a discount rate of 9%, is non-interest bearing
and is collateralized by the assets of Veterinary Laboratories, Inc.
which have a carrying value of $3,129,600 as at January 31, 2000
[NOTE 11[a]] 701,813 --
Lawsuit settlement payable in 24 monthly payments of $13,542
commencing on March 15, 2000, plus a lump-sum payment of $150,000
on February 10, 2000. The total amount of payments of $475,000 is
presented on a fair value basis at a discount rate of 9% [NOTE 9] 432,442 --
Other 57,985 31,629
- ------------------------------------------------------------------------------------------------------------------
1,619,927 477,702
Less current portion 523,454 63,783
- ------------------------------------------------------------------------------------------------------------------
1,096,473 413,919
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
Principal repayments on the long-term debt are as follows:
<TABLE>
<CAPTION>
$
- ----------------------------------------------------------------------------------------------------
<S> <C>
2001 551,580
2002 393,665
2003 900,770
- ----------------------------------------------------------------------------------------------------
Total principal repayments 1,846,015
Less amount representing imputed interest 226,088
- ----------------------------------------------------------------------------------------------------
1,619,927
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
[b] Capital lease obligations consist of the following:
<TABLE>
<CAPTION>
2000 1999
$ $
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Obligation [Cdn.$162,056] under a capital lease, in monthly instalments,
bearing interest at a 8.5%, and maturing May 2002. The Company has an
option to purchase the asset for $16,500 [Cdn.$24,000] in November 2001,
or at fair market value at the end
of the lease term 111,670 151,462
Obligation [Cdn.$903,699] under a capital lease, repayable in monthly
instalments, bearing interest at 9%, and maturing November 2006.
The Company has an option to purchase the asset for $72,000
[Cdn.$104,500] in April 2006, or at fair
market value at the end of the lease term 622,725 --
- ------------------------------------------------------------------------------------------------------------------
734,395 151,462
Less current portion 118,093 44,211
- ------------------------------------------------------------------------------------------------------------------
616,302 107,251
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
Future annual minimum lease payments on the capital lease obligations are
as follows:
<TABLE>
<CAPTION>
$
- -----------------------------------------------------------------------------------------------------
<S> <C>
2001 178,953
2002 185,843
2003 121,277
2004 121,277
2005 121,277
Thereafter 233,681
- -----------------------------------------------------------------------------------------------------
Total minimum lease payments 962,308
Less amount representing imputed interest 227,913
- -----------------------------------------------------------------------------------------------------
734,395
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
9. COMMITMENTS AND CONTINGENCIES
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. A settlement agreement was reached effective January 31, 2000.
Under the terms of the settlement agreement, the Company will pay $150,000 by
February 10, 2000 and $325,000 in 24 equal monthly installments of $13,542
commencing March 15, 2000. The fair value of the amount owing under the
settlement agreement is included in long-term debt [NOTE 8].
The Company had deferred the gain on this transaction prior to fiscal 2000
until the likelihood of the outcome of the lawsuit was determinable. As a
result of the settlement of the lawsuit, a gain of $192,892 was recognized
during the year ended January 31, 2000. The deferred gain had been reduced by
legal fees of $33,684 in 2000, $13,351 in 1999 and $104,195 in 1998.
8
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
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. A further 5,000 common
shares and 3,750 common share options were granted to these individuals on
January 11, 2000. Under this agreement, the Company has a commitment to
grant an additional 5,000 common shares and 3,750 common share options on
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 5,000 common shares
issued on January 11, 2000 were valued at $21,415, using the closing market
price on that day. The 3,750 common share options issued on January 11,
2000 were valued at $9,878 using a Black-Scholes option pricing model. The
value of the common shares and options issued was charged to research and
development expense. 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 common share options issued on January 11, 1999 was not
significant and, therefore, was not recorded in the accounts.
During the year ended January 31, 1999, the Company issued 20 common shares
for no consideration to adjust for fractional shares created by the reverse
share split.
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., and 2,095 common shares for no consideration to adjust
for fractional shares created by the reverse share split.
9
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[ii] CLASS A PREFERRED SHARES
The Class A preferred shares will carry dividends, will 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.
[iii] CLASS B PREFERRED SHARES
The Class B preferred shares carry no dividends, are non-convertible and
entitle the holder to two votes per share.
[b] SHARE OPTION PLAN
[i] OPTIONS OUTSTANDING
The Company maintains an incentive share option plan for management
personnel for an unlimited number of options to purchase common shares.
Options granted have terms ranging from one to five years and vest
immediately. At January 31, 2000, the Company has 620,627 options
outstanding at exercise prices ranging from $2.75 to $10.00, and a weighted
average price of $5.47. The options, which are immediately exercisable and
expire on dates between May 31, 2000 and January 11, 2005, 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 EXERCISE PRICE PER SHARE
------------------------------- --------------------------
2000 1999 1998 2000 1999 1998
# # # $ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPTIONS OUTSTANDING,
BEGINNING OF YEAR 640,327 266,673 317,077 5.59 9.13 9.10
Granted 113,127 480,327 139,077 4.38 4.12 8.03
Exercised -- -- (2,404) -- -- 7.50
Cancelled or expired (132,827) (106,673) (187,077) 7.11 7.83 8.08
- -------------------------------------------------------------------------------------------------
OPTIONS OUTSTANDING,
END OF YEAR 620,627 640,327 266,673 5.47 5.59 9.13
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
WEIGHTED AVERAGE FAIR
VALUE OF OPTIONS GRANTED
10
<PAGE>
January 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
SHARE OPTIONS EXERCISE PRICE PER SHARE
------------------------------- --------------------------
2000 1999 1998 2000 1999 1998
# # # $ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DURING THE YEAR $0.92 $2.37 $2.29
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
The following table summarizes information relating to the options
outstanding at January 31, 2000:
<TABLE>
<CAPTION>
NUMBER WEIGHTED AVERAGE WEIGHTED
OUTSTANDING AT REMAINING AVERAGE
EXERCISE JANUARY 31, CONTRACTUAL LIFE EXERCISE
PRICES 2000 [MONTHS] PRICE
$ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2.75 5,550 4 2.75
3.50 11,250 62 3.50
3.75 340,000 52 3.75
4.50 103,827 4 4.50
10.00 160,000 5 10.00
- ----------------------------------------------------------------------------------------------------
620,627 5.47
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</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 2000: risk-free interest rates of 4.94% [1999 - 5.39%; 1998
- 5.36%]; dividend yields of nil [1999 - nil; 1998 - nil]; volatility
factors of the expected market price of the Company's common stock of 0.690
[1999 - 0.920; 1998 - 0.944], and an expected life of the options ranging
from one to five years [1999 - one to five years; 1998 - one to three
years]. For purposes of pro forma disclosures, the estimated fair value of
the options is expensed immediately.
12
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
The Company's pro forma net income (loss) and earnings (loss) per share
following SFAS 123 are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pro forma net income (loss) 917,250 (35,974) 297,184
Pro forma earnings (loss) per common share
Basic 0.30 (0.01) 0.10
Diluted 0.30 (0.01) 0.10
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
11. VETERINARY LABORATORIES INC.
[a] PURCHASE OBLIGATION TO CONTIGROUP COMPANIES, INC. [FORMERLY 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
Veterinary Laboratories, Inc. ["Vet Labs"] from ContiGroup Companies, Inc.
[formerly 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 approximately $5,000,000 [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 $3,100,000 at November 22, 1996 to $2,000,000. In
addition, the deadline for CGC to exercise its option for the sale of
common shares to the Company was extended from November 30, 1996 to May 30,
1999.
13
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
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 common
shares to the Company was extended from May 30, 1999 to March 15, 2002. In
addition, the Company agreed 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.
During the year ended January 31, 2000, CGC disposed of all its
shareholdings of the Company for a cash consideration of $443,390, and
therefore, the remaining purchase obligation is no longer contingent on the
share price of the Company. Accordingly, the fair value of the remaining
purchase obligation has been reclassified from redeemable capital stock to
long-term debt [NOTE 8].
A continuity of this purchase obligation is as follows:
<TABLE>
<CAPTION>
COMMON SHARES
# $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance at January 31, 1998 149,899 2,000,000
Reduction of liability due to sale of common shares by CGC 56,000 571,267
- ---------------------------------------------------------------------------------------------------
Balance at January 31, 1999 93,899 1,428,733
Reduction of liability due to payments -- 100,000
Reduction of liability due to sale of common shares by CGC 93,899 443,390
- ---------------------------------------------------------------------------------------------------
Balance at January 31, 2000 -- 885,343
Fair value adjustment, representing imputed interest at 9% -- (183,530)
- ---------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 31, 2000, FAIR VALUE -- 701,813
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
Redeemable capital stock is presented as follows:
<TABLE>
<CAPTION>
2000 1999
$ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Current portion of mandatorily redeemable capital stock -- 100,000
Mandatorily redeemable capital stock -- 300,000
Redeemable capital stock -- 1,028,733
- ---------------------------------------------------------------------------------------------------
-- 1,428,733
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[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, 2000, future profits of
approximately $1,200,000 will accrue to the Company until Sparhawk's share
of losses since 1992 has been recovered. Subsequent income will be
allocated 50% to Vet Labs and 50% to Sparhawk.
12. LICENSE AGREEMENTS AND RESEARCH AND DEVELOPMENT
The Company has made claims for investment tax credits on research and
development activities. Research and development expenditures have been reduced
by investment tax credits as follows:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Research and development expenditures 677,111 234,825 213,988
Investment tax credits (39,794) (201,762) (29,087)
- ----------------------------------------------------------------------------------------------------
RESEARCH AND DEVELOPMENT EXPENSE 637,317 33,063 184,901
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
[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 $55,915 [1999 - $63,897; 1998 -
$71,088].
During July 1999, Novadex Corp. was liquidated [NOTE 6]. All assets and
liabilities of Novadex Corp. were assumed by the Major Shareholder. This
license agreement was included in the assets assumed by the Major
Shareholder. The Company will now pay this license fee to the Major
Shareholder. These payments will be applied to the balance owing by the
Major Shareholder.
15
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
16
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[b] CYSTIC FIBROSIS
Effective April 1, 1994, the Company had entered into a research agreement
[the "Agreement"] with Polydex Pharmaceuticals (B.C.) Ltd. [formerly
Novadex Pharmaceuticals Limited] ["Polydex B.C."], 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. The 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 Polydex B.C., an exclusive worldwide license
to manufacture, distribute and sell products derived or developed from the
research performed. The Company will pay a quarterly royalty fee to both
UBC and Polydex B.C. based on net sales.
Costs incurred during the year in relation to the Agreement totalled $1,378
[1999 - $11,268; 1998 - $71,338].
During the year, the Company, through Polydex B.C., licensed the products
to SYNSORB Biotech Ltd. ["SYNSORB"], a Canadian-based pharmaceutical
company dedicated to drug development and manufacturing. Under this license
agreement, SYNSORB agrees to fund the research and development under the
Agreement in exchange for an exclusive license to market the resulting
products. SYNSORB will pay a semi-annual royalty payment to both UBC and
Polydex B.C. based on revenue from product sales.
Subsequent to entering into the license agreement with SYNSORB, SYNSORB
assigned the license agreement to BCY Ventures of Vancouver, British
Columbia. BCY Ventures has assumed all obligations to fund continuing
research and development of this project in return for an exclusive license
to market the resulting products.
It is expected that the Company will enter into a supply agreement to
produce the active pharmaceutical ingredient for the final products once
clinical testing is complete and the final products reach market.
17
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
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>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bahamas (433,521) (579,880) (1,654,659)
Canada 672,301 1,322,937 1,247,816
United States 603,615 475,061 (42,219)
- ----------------------------------------------------------------------------------------------------
842,395 1,218,118 (449,062)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
The provision for (recovery of) income taxes consists of the following:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Provision for income taxes based on Bahamian income -- -- --
Foreign withholding taxes on Bahamian income 1,912 24,222 --
- ----------------------------------------------------------------------------------------------------
1,912 24,222 --
- ----------------------------------------------------------------------------------------------------
Provision for income taxes based on Canadian
statutory income tax rates 270,640 621,503 570,484
Benefit of previously unrecorded Canadian tax items -- -- (556,526)
- ----------------------------------------------------------------------------------------------------
Reduction in valuation allowance -- -- (950,000)
- ----------------------------------------------------------------------------------------------------
270,640 621,503 (936,042)
- ----------------------------------------------------------------------------------------------------
Provision for (recovery of) income taxes based on
United States income tax rates 107,728 47,827 (16,888)
Benefit of previously unrecorded United States tax
items (107,728) (47,827) --
Reduction in valuation allowance (400,000) -- --
United States losses not recognized -- -- 16,888
- ----------------------------------------------------------------------------------------------------
PROVISION FOR (RECOVERY OF) INCOME TAXES (127,448) 645,725 (936,042)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
19
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
Significant components of the provision for (recovery of) income taxes
attributable to continuing operations are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Canadian deferred tax recovery 113,983 232,704 950,000
Canadian deferred tax expense (203,040) (595,829) (13,958)
Canadian current tax expense (181,583) (258,378) --
United States deferred tax recovery 400,000 -- --
Bahamian foreign withholding tax expense (1,912) (24,222) --
- ----------------------------------------------------------------------------------------------------
127,448 (645,725) 936,042
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
[b] Deferred tax assets have been provided on temporary differences that consist
of the following:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Canadian
Unclaimed research and development expenses 730,000 749,000 923,000
Investment tax credits -- 58,000 194,000
Amortization of property, plant and equipment which
has not yet been claimed for income tax purposes -- 64,000 48,000
Non-capital losses -- -- 123,000
Other items 173,000 183,000 143,000
United States
Net operating losses 416,000 670,000 715,000
- ----------------------------------------------------------------------------------------------------
1,319,000 1,724,000 2,146,000
Less valuation allowance 173,000 948,000 1,196,000
- ----------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS 1,146,000 776,000 950,000
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
During the year ended January 31, 2000, as a result of the sustained
profitability of the Company's U.S. operations and the resulting ability to
utilize the Company's U.S. tax losses and after considering the
expectations for continued profitability of the U.S. operations into the
future, the Company determined that the valuation allowance should be
reduced by $400,000.
During the year ended January 31, 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
20
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
the Canadian operations into the future, the Company determined that the
valuation allowance should be reduced by $950,000.
21
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
Deferred tax liabilities of $274,960 at January 31, 2000 [1999 - $148,083]
have been provided on temporary differences arising primarily 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 income tax purposes in different periods
than for financial statement purposes totalling approximately $2,500,000
and $1,500,000 for federal and provincial purposes, respectively. Certain
Canadian subsidiaries also have net capital losses available for
carryforward of approximately $374,000 available to offset future taxable
capital gains. These potential deductions and net capital losses have an
indefinite carryforward period.
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 income tax purposes of approximately $1,000,000 which expire from 2009
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. CONSOLIDATED STATEMENTS OF CASH FLOWS
The net change in non-cash working capital balances related to operations
consists of the following:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECREASE (INCREASE) IN CURRENT ASSETS
Trade accounts receivable (200,474) (72,465) 142,389
Inventories (101,153) (274,495) (444,290)
Prepaid expenses and other current assets 52,288 59,688 (94,889)
- ----------------------------------------------------------------------------------------------------
(249,339) (287,272) (396,790)
INCREASE (DECREASE) IN CURRENT LIABILITIES
Accounts payable 67,045 208,628 (25,489)
Accrued liabilities (20,833) 123,220 (74,665)
Income taxes payable (36,121) 52,462 --
- ----------------------------------------------------------------------------------------------------
(239,248) 97,038 (496,944)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
23
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
Cash paid during the year for interest was $96,399 [1999 - $95,058; 1998 -
$82,536]. Cash paid during the year for income taxes was $103,843 [1999 -
$1,142; 1998 - nil].
Excluded from the consolidated statements of cash flows for the year ended
January 31, 2000 is the issuance of 5,000 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, 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 for 7,500 common shares.
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.
- - 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.
24
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[a] The following is condensed segment financial information for the years ended
January 31, 2000, 1999 and 1998:
<TABLE>
<CAPTION>
2000
------------------------------------------------
VETERINARY
DEXTRAN PRODUCTS TOTAL
$ $ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross sales 4,753,007 8,820,977 13,573,984
Intercompany sales 477,535 -- 477,535
Interest expense 62,770 33,629 96,399
Depreciation and amortization 273,216 231,002 504,218
Income from operations 659,994 684,655 1,344,649
Interest income 38,837 -- 38,837
Segment assets 6,169,810 4,426,197 10,596,007
Capital expenditures 1,194,869 114,570 1,309,439
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1999
------------------------------------------------
VETERINARY
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>
1998
-------------------------------------------------
VETERINARY
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
</TABLE>
25
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
<TABLE>
<S> <C> <C> <C>
Capital expenditures 270,095 131,320 401,415
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[b] The following reconciles segment information presented above to the
consolidated financial statements for the years ended January 31:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GROSS SALES
Gross sales from segments 13,573,984 12,401,456 10,519,005
Intercompany sales elimination (477,535) (680,436) (676,640)
- ----------------------------------------------------------------------------------------------------
13,096,449 11,721,020 9,842,365
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME (LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST
Operating income from segments 1,344,649 2,062,686 1,193,409
Unallocated corporate expenses (742,686) (917,912) (1,091,790)
Write-down of patents -- -- (608,994)
Interest and other income 240,432 73,344 58,313
- ----------------------------------------------------------------------------------------------------
842,395 1,218,118 (449,062)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
2000 1999
$ $
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Segment assets 10,596,007 9,131,656
Corporate assets 1,422,349 1,324,608
- ----------------------------------------------------------------------------------------------------
12,018,356 10,456,264
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
2000
-----------------------------------------------
TOTAL CONSOLIDATED
SEGMENTS CORPORATE TOTALS
$ $ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OTHER SIGNIFICANT ITEMS
Interest expense 96,399 51,589 147,988
Depreciation and amortization 504,218 15,582 519,800
Interest income 38,837 592 39,429
</TABLE>
27
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
<TABLE>
<S> <C> <C> <C>
Capital expenditures 1,309,439 9,187 1,318,626
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
1999
----------------------------------------------
TOTAL CONSOLIDATED
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>
1998
-----------------------------------------------
TOTAL CONSOLIDATED
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>
[c] Consolidated sales by destination are as follows:
<TABLE>
<CAPTION>
2000 1999 1998
$ $ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United States 9,556,972 8,321,738 6,477,247
Canada 688,883 593,836 699,539
Europe 1,689,738 1,621,951 1,574,569
Pacific Rim 745,861 1,039,627 912,530
Other 414,995 143,868 178,480
- --------------------------------------------------------------------------------------------------
13,096,449 11,721,020 9,842,365
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
[d] Long-lived assets by country of domicile are as follows:
<TABLE>
<CAPTION>
2000 1999
$ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
United States 1,991,434 2,107,865
Canada 3,244,844 2,213,621
Bahamas 71,666 78,062
- ---------------------------------------------------------------------------------------------------
5,307,944 4,399,548
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
[e] For the year ended January 31, 2000, the veterinary products industry
segment has three [1999 - three] customers that each account for more than
10% of the Company's total revenue. These three customers combined
accounted for approximately $5,016,000 [1999 - $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, 2000 because
of the short maturities of these financial instruments.
The estimated fair values of the amounts due from Novadex Corp., due from and
to shareholders, long-term debt and other long-term liabilities are not
materially different from the carrying values for financial statement
purposes at January 31, 2000 and 1999.
17. CONCENTRATION OF ACCOUNTS RECEIVABLE
At January 31, 2000, there were two [1999 - two] customers of the Company
which comprised 28% [1999 - 26%] of the trade accounts receivable balance. No
other customers had trade accounts receivable outstanding at year end that
represented more than 10% of the Company's trade accounts receivable balance.
30
<PAGE>
POLYDEX PHARMACEUTICALS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Expressed in United States dollars]
January 31, 2000, 1999 and 1998
18. NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement No.
133 ["SFAS 133"], "Accounting for Derivative Instruments and Hedging
Activities", as amended by Statement No. 137, which is effective for fiscal
years beginning after June 15, 2000. SFAS 133 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 income 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. COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS
The comparative consolidated financial statements have been reclassified from
statements previously presented to conform to the presentation of the 2000
consolidated financial statements.
31
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF POLYDEX PHARMACEUTICALS LIMITED
-----------------------------------------------
100% OWNED SUBSIDIARIES JURISDICTION OF ORGANIZATION
- ----------------------- ----------------------------
Novadex International Limited Bahamas
Polydex Chemicals (Canada) Limited Ontario, Canada
Dextran Products Limited Ontario, Canada
90% OWNED SUBSIDIARIES JURISDICTION OF ORGANIZATION
- ---------------------- ----------------------------
Chemdex, Inc. Kansas
Veterinary Laboratories, Inc. Kansas
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 799,565
<SECURITIES> 0
<RECEIVABLES> 1,221,464
<ALLOWANCES> 16,969
<INVENTORY> 2,051,251
<CURRENT-ASSETS> 4,128,383
<PP&E> 9,940,110
<DEPRECIATION> 4,785,777
<TOTAL-ASSETS> 12,018,356
<CURRENT-LIABILITIES> 2,393,221
<BONDS> 1,096,473
0
15,010
<COMMON> 50,203
<OTHER-SE> 23,121,345
<TOTAL-LIABILITY-AND-EQUITY> 12,018,356
<SALES> 13,096,449
<TOTAL-REVENUES> 13,096,449
<CGS> 9,472,936
<TOTAL-COSTS> 9,472,936
<OTHER-EXPENSES> 2,873,562
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 147,988
<INCOME-PRETAX> 842,395
<INCOME-TAX> (127,448)
<INCOME-CONTINUING> 969,843
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 969,843
<EPS-BASIC> 0.32
<EPS-DILUTED> 0.32
</TABLE>
