1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number 1-8366
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POLYDEX PHARMACEUTICALS LIMITED
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(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, Scarborough, Ontario, Canada M1L 2H5
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(Address of principal executive offices)
Registrant's telephone number, including area code (416) 755-2231
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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 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 the number of shares outstanding of each of the issuer's
classes of common shares, as of the latest practicable date.
Common Shares, $.0167 Par Value 2,994,802
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(Title of Class) (Outstanding at September 5, 1997)
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POLYDEX PHARMACEUTICALS LIMITED
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TABLE OF CONTENTS
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PAGE
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PART I FINANCIAL INFORMATION
Item 1 CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Consolidated Balance Sheets
July 31, 1997 and January 31, 1997 3
Consolidated Statements of Operations
Three and Six Months ended July 31, 1997 and 1996 5
Consolidated Statements of Shareholders' Equity
Six Months ended July 31, 1997 and 1996 6
Consolidated Statements of Cash Flows
Six Months ended July 31, 1997 and 1996 7
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II OTHER INFORMATION
Item 2 CHANGES IN SECURITIES 11
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
Item 6 EXHIBITS AND REPORTS ON FORM 8-K 13
Signatures 14
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PART I - FINANCIAL INFORMATION
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Item 1. Consolidated Financial Statements.
POLYDEX PHARMACEUTICALS LIMITED AND
SUBSIDIARIES
Consolidated Balance Sheets
(Expressed in United States dollars)
(Unaudited)
July 31 January 31
1997 1997
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Assets
Current Assets:
Cash $ 1,443,352 $ 603,491
Trade accounts receivable, net of allowance 936,152 1,107,829
Inventories:
Finished goods 808,083 656,039
Work in process 57,559 89,640
Raw materials 534,765 533,601
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1,400,407 1,279,280
Prepaid expenses and other current assets 57,572 63,312
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3,837,483 3,053,912
Property, plant and equipment, at cost
Land and buildings 2,814,065 2,796,935
Machinery and equipment 5,104,066 5,077,720
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7,918,131 7,874,655
Less allowances for depreciation and amortization (4,139,957) (4,017,353)
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3,778,174 3,857,302
Patents and animal drug applications at cost, net of
accumulated amortization 825,471 877,311
Due from Novadex Inc. 770,818 765,209
Other assets 54,667 73,783
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$ 9,266,613 $ 8,627,517
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(Unaudited)
July 31 January 31
1997 1997
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,374,263 $ 1,511,698
Current portion of long-term debt 58,487 60,185
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1,432,750 1,571,883
Long-term debt 493,104 524,656
Due to shareholders 629,060 605,475
Due to affiliated companies 425,420 425,420
Deferred gain 675,221 776,564
Minority interest 21,607 22,791
Shareholders' equity:
Capital stock:
Authorized:
100,000 A preferred shares of $0.10 each
899,400 B preferred shares of $0.0167 each
4,000,000 common shares of $0.0167 each
Issued and outstanding:
899,400 B preferred shares 15,010 15,010
2,984,898 common shares (January 31,
1997 - 2,825,218) of which 8,240 are
held in treasury 49,621 46,959
Contributed surplus 23,730,657 22,733,319
Deficit (17,629,923) (17,559,330)
Currency translation adjustments (575,914) (535,230)
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5,589,451 4,700,728
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$ 9,266,613 $ 8,627,517
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See accompanying note to financial statements
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POLYDEX PHARMACEUTICALS LIMITED AND
SUBSIDIARIES
Consolidated Statement of Operations (Unaudited)
(Expressed in United States dollars)
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(Restated - See Note)
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Quarter Ended Year to Date Quarter Ended Year to Date
July 31 July 31 July 31 July 31
1997 1997 1996 1996
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Sales $ 2,343,259 $ 4,579,594 $ 1,902,118 $ 4,149,078
Cost of products sold, exclusive of
depreciation reported below 1,660,309 3,245,214 1,477,652 3,154,405
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682,950 1,334,380 424,466 994,673
Expenses:
Selling and promotion 93,327 160,985 39,598 67,372
General and administrative 449,755 839,722 442,846 759,589
Depreciation and amortization 151,093 295,685 157,026 300,237
Interest expense 29,017 58,035 38,657 77,826
Research and development 33,197 71,568 24,521 85,355
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756,389 1,425,995 702,648 1,290,379
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Profit (loss) from operations (73,439) (91,615) (278,182) (295,706)
Other income (expenses):
Interest and other 8,842 19,840 23,405 29,247
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Profit (loss) before the undernoted (64,597) (71,775) (254,777) (266,459)
Provision for income taxes - - - -
Minority interest in loss 480 1,182 - -
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Profit (loss) for the period $ (64,117) $ (70,593) $ (254,777) $ (266,459)
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Per share information, as restated (see
note below):
Profit (loss) per common share:
For the period $ (0.02) $ (0.02) $ (0.09) $ (0.09)
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Note to interim financial statements:
On June 19, 1997, the shareholders of the Company passed a
resolution authorizing a one-for-ten reverse share split. All
comparative amounts have been restated to reflect the impact of
this reverse share split on a retroactive basis.
Subsequent to the release of the consolidated financial statements
for the three and six months ended July 31, 1996, management
re-examined the appropriate accounting for the gain on the
disposition of shares in Novatek International Inc. taking into
account the potential risks associated with a lawsuit filed
against the Company. Management determined that it would be more
appropriate to defer any gain associated with this disposition
pending resolution of the lawsuit. This change has been accounted
for on a retroactive basis in these consolidated financial
statements.
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POLYDEX PHARMACEUTICALS LIMITED AND
SUBSIDIARIES
Consolidated Statement of Shareholders' Equity (Unaudited)
(Expressed in United States dollars)
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(Restated -
See Note)
Year to Date Year to Date
July 31 July 31
1997 1996
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Preferred Shares:
Balance, beginning of period $ 15,010 $ 15,010
Private placement of preferred shares - -
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Balance, end of period $ 15,010 $ 15,010
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Common Shares:
Balance, beginning of period $ 46,959 $ 46,625
Private placement of common shares 2,662 334
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Balance, end of period $ 49,621 $ 46,959
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Contributed Surplus:
Balance, beginning of period $ 22,733,319 $ 22,583,653
Private placement of common shares 997,338 149,666
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Balance, end of period $ 23,730,657 $ 22,733,319
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Deficit:
Balance, beginning of period $ (17,559,330) $ (17,681,720)
Net income (loss) for the period (70,593) (266,459)
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Balance, end of period $ (17,629,923) $ (17,948,179)
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Currency translation adjustments:
Balance, beginning of period $ (535,230) $ (522,851)
Currency translation adjustment for the period (40,684) 2,285
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Balance, end of period $ (575,914) $ (520,566)
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POLYDEX PHARMACEUTICALS LIMITED AND
SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
(Expressed in United States dollars)
Year to Date Year to Date
July 31 July 31
1997 1996
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Cash provided by (used in):
Operating activities:
Profit (loss) for the period $ (70,593) $ (266,459)
Add (deduct) items not affecting cash:
Depreciation and amortization 295,685 300,237
Legal expenses relating to deferred gain (101,343) -
Minority interest (1,182) -
Change in non-cash operating working capital (75,796) (101,465)
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46,771 (67,687)
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Investing activities:
Additions to property, plant and equipment (162,020) (175,462)
Proceeds from sale of investment in
Novatek International Inc. - 1,278,412
Additions to patents and animal drug applications - (1,877)
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(162,020) 1,101,073
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Financing activities:
Private placement of common shares 1,000,000 -
Repayment of long-term debt (33,250) (39,042)
Advances from (repayment to) shareholders 23,585 85,704
Advances from (repayment to) Novadex Inc. (5,609) -
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984,726 46,662
Effect of exchange rate changes on cash (29,616) (13,704)
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Increase (decrease) in cash position 839,861 1,066,344
Cash position, beginning of period 603,491 12,321
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Cash position, end of period $ 1,443,352 $ 1,078,665
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(A) RESULTS OF OPERATIONS
During the fiscal quarter ended July 31, 1997, the Registrant's pre-tax profit
from operations prior to research and development, interest charges,
depreciation and interest and other income amounted to $139,868, as compared to
a similarly calculated pre-tax loss of $57,978 for the same period last year.
This improvement in results is due to an increase in such profits at Dextran
Products Limited ("Dextran") of $98,930 and at Veterinary Laboratories Inc.
("Vet Labs") of $162,346, partially offset by increased expenses at the
corporate head office of $58,276. The Registrant's year to date pre-tax profit
from operations prior to research and development, interest charges,
depreciation and interest and other income amounted to $333,673, as compared to
a similarly calculated amount of $167,712 for last year. Consistent with the
quarterly changes, both Dextran and Vet Labs have achieved year to date
increases in such profits, while corporate head office expenses have increased.
Sales volume this quarter increased from the same period last year by $441,141.
This increase in sales volume is entirely attributable to sales at Vet Labs, as
the volume at Dextran was consistent with the same quarter the prior year. Sales
at Vet Labs increased relative to the same period last year as last year's sales
volumes in the second quarter were very low due to the severe drought
experienced by the midwestern region of the United States and the price war on
Iron Dextran injectibles. On a year to date basis, both Dextran and Vet Labs
have sales volume increases.
Gross margins increased from 22% in the second quarter last year to 29% this
quarter. Dextran's quarter over quarter gross margin increased from 37% to 45%
while Vet Labs' gross margin increased from -1% to 12%. The margin increase at
Dextran is due to a decline in the average Canadian dollar exchange rate, labour
efficiencies achieved and sales mix. The increase in margin at Vet Labs is
attributable to the return to normal sales volumes this year. The severe drop in
sales in the second quarter last year resulted in Vet Labs not covering their
fixed manufacturing costs. This trend in improved margin has carried over from
the first quarter.
Selling and promotion expenses in the quarter increased by $53,729 as compared
to the second quarter last year due to contracting the services of a marketing
company to begin promotion of new products. This continues the trend from first
quarter.
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General and administrative expenses in the quarter are comparable to the same
period last year. The year to date increase is mainly a result of one-time
expenses incurred in the first quarter.
Interest expenses have decreased by $9,640 compared to the same quarter last
year due in part to the refinancing of the mortgage payable on Dextran's plant
in the amount of $167,000 which occurred on January 31, 1997. This continues the
trend from first quarter.
Research and development, in conjunction with the University of British
Columbia, involving the treatment of cystic fibrosis using a form of Dextran is
continuing. A clinical trial is expected to start in 1998. Research and
development, by the Rush Institute of the University of Chicago, relating to
Cellulose Sulphate gel is progressing. Clinical trials are expected to commence
in 1998.
Comparative amounts at July 31, 1996 have been restated to defer the gain on the
disposition of shares in Novatek International Inc. pending resolution of the
lawsuit filed against the Company. This change has been accounted for on a
retroactive basis.
Operating results for the three and six months ended July 31, 1997 are not
necessarily indicative of the results that may be expected for the year ended
January 31, 1998. For further information, refer to the consolidated statements
and footnotes thereto included in the Registrant's annual report on Form 10-K
for the year ended January 31, 1997.
(B) LIQUIDITY AND CAPITAL RESOURCES
The Registrant has generated a year to date positive cash flow from operations
of $46,771 compared to the prior year negative cash flow from operations of
$67,687, which is primarily attributable to the improved year to date results.
Accounts receivable at Dextran decreased from $563,041 at the previous year end
to $527,460, while Vet Labs' receivable balance decreased from $560,139 at the
previous year end to $408,692. The decrease in the receivable balances are
primarily due to the collection of year end accounts receivable.
The inventory levels have increased by $121,127 from the previous year end. The
majority of this increase is at Dextran to provide as contingency in case there
are any production interruptions during the anticipated plant refurbishment
later this year.
During July, 1997, the Chairman, Dr. Alec Keith, purchased 159,680 shares at
$6.2625 per share for aggregate proceeds of $1,000,000 through a private
placement. Management intends to use these share proceeds to fund the
anticipated expansion and refurbishment of the plant and equipment at Dextran.
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Positive operational cash flows are expected to continue in the future, but
should the need for further cash infusions arise, the Registrant believes that
continued loans and/or capital contributions from principal shareholders will
meet these requirements.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normally recurring accruals) considered necessary for a fair presentation
have been included.
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PART II - OTHER INFORMATION
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Item 2. Changes in Securities.
(a) On June 19, 1997 (the "Effective Date"), pursuant to shareholder
approval, the Company filed a certificate as to corporate resolution amending
the Company's Articles of Association (the "Articles") with the Bahamian
Registrar, thereby effecting a one-for-ten reverse stock split (the "Reverse
Split") of its authorized and outstanding Common Shares and Class B Preferred
Shares.
Without any further action on the part of the Company or the
shareholders, after the Reverse Split, each certificate representing Common
Shares and Class B Preferred Shares outstanding immediately prior to the Reverse
Split (the "Old Shares") was deemed to represent one-tenth of the number of
Common Shares and Class B Preferred Shares after the Reverse Split.
Prior to the Reverse Split, the Company had authorized 1,000,000 Class
A Preferred Shares of $0.01 par value each. Each Class A Preferred Share was
convertible into one Common Share. Neither the conversion ratio nor the other
rights of the Class A Preferred Shares was affected by the Reverse Split. The
aggregate number of Common Shares into which the authorized Class A Preferred
Shares are convertible was, however, reduced by a factor of ten. As of the
Effective Date and the date hereof, the Company had not issued any Class A
Preferred Shares.
The number of Common Shares authorized by the Articles was reduced from
40,000,000 to 4,000,000 as a result of the Reverse Split. In addition, the
aggregate number of Common Shares into which Class A Preferred Shares is
convertible was reduced from 1,000,000 to 100,000. Also, the number of Class B
Preferred Shares authorized by the Articles was reduced from 8,994,000 to
899,400 as a result of the Reverse Split. Finally, the number of Class A
Preferred Shares authorized by the Articles was reduced from 1,000,000 to
100,000.
No certificates or scrip representing fractional shares of the Common
Shares and Class B Preferred Shares were issued to shareholders because of the
Reverse Split. Nor did shareholders receive cash for any fraction of shares. In
lieu thereof, each shareholder whose Old Shares were not evenly divisible by ten
is entitled to receive one additional New Share. If a shareholder owned fewer
than ten Old Shares, that shareholder is entitled to one whole New Share.
The par value of the Common Shares increased from $0.00167 to $0.0167
following the Effective Date. Similarly, the par value of the Class B Preferred
Shares increased tenfold from $0.00167 to $0.0167 and the par value of the Class
A Preferred Shares increased from $0.01 to $0.10 following the Effective Date.
The New Shares issued pursuant to the Reverse Split are fully paid and
nonassessable. The voting and other rights that characterized the Common Shares
and the Class B Preferred
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Shares were not altered by the Reverse Split. Each shareholder's percentage
ownership interest in the Company and proportional voting power remains
unchanged, except for minor differences resulting from adjustments for
fractional shares.
(b) Not applicable.
(c) On July 2, 1997, the Company sold 159,680 Common Shares to Dr. Alec
Keith, Chairman of the Board, for $1,000,000 in cash in a private placement. The
shares were sold pursuant to a subscription agreement (the "Subscription
Agreement") between Dr. Keith and the Company. Such shares were issued in
reliance upon the exemption from registration provided in Section 4(2) of the
Securities Act of 1933, as amended. Pursuant to the Subscription Agreement, Dr.
Keith represented his intention to acquire the shares for investment only and
not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were affixed to the share certificates issued in such
transaction.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 1997 Annual General Meeting of Members (the "Annual Meeting")
was held on June 19, 1997.
(b) Not applicable.
(c) At the Annual Meeting, Messrs. George G. Usher and Thomas C. Usher
were elected directors of the Company to hold office for a three-year term
expiring at the Annual General Meeting of Members held in 2000 or until their
respective successors are duly elected and qualified. The tabulation of votes
present in person or by proxy at the Annual Meeting with respect to each nominee
for office are as follows:
Class For Withheld
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George G. Usher Common Shares 24,142,187 645,611
Class B Preferred Shares 8,994,000 0
Thomas C. Usher Common Shares 24,126,487 661,311
Class B Preferred Shares 8,994,000 0
The shareholders of the Company also approved proposals to: (i) amend
the Articles to increase the maximum number of directors from six to nine
("Proposal No. 2") and (ii) amend
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the Articles to effect the Reverse Split ("Proposal No. 3"). The tabulation of
votes present in person or by proxy at the Annual Meeting with respect to the
foregoing proposals are as follows:
Abstentions/
Class For Against Broker Non-Votes
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Proposal No. 2 Common Shares 24,157,559 573,881 56,358
Class B Preferred Shares 8,994,000 0 0
Proposal No. 3 Common Shares 12,786,199 1,307,712 246,850
Class B Preferred Shares 8,994,000 0 0
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Memorandum of Association of Polydex Pharmaceuticals
Limited, as amended to date (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 to date
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 9, 1997
POLYDEX PHARMACEUTICALS LIMITED
(Registrant)
By /s/ George G. Usher
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George G. Usher, President and Chief
Executive Officer
(Principal Executive Officer)
By /s/ Sharon Wardlaw
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Sharon Wardlaw, Treasurer, Secretary and Chief
Financial and Accounting Officer
(Principal Financial Officer)
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EXHIBIT INDEX
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Exhibit Number Exhibit Description
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3.2 Articles of Association of Polydex Pharmaceuticals
Limited, as amended to date
27 Financial Data Schedule
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