CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- FANTOM TECHNOLOGIES INC. Six Months Ended Three Months Ended December 31 (Unaudited) December 31 (Unaudited) 1999 1998 1999 1998 CASH PROVIDED BY (USED FOR): Operations: Net income $ 6,910,205 $ 6,868,179 $ 3,504,675 $ 3,595,123 Items not requiring cash: Depreciation 1,785,196 1,087,776 902,290 562,605 Deferred taxes 601,573 436,881 452,733 (126,000) Amortization of deferred development costs 174,643 51,049 87,322 25,524 Change in non-cash operating working capital (3,633,938) (8,649,321) (240,168) (4,844,711) Increase (decrease) in currency hedging exchange gains (2,625,191) 968,059 (1,628,785) 968,059 - ---------------------------------------------------------------------------------------- 3,212,488 762,623 3,078,067 180,600 Financing: Payments on capital leases (13,898) (138,265) (3,594) (69,884) Issuance of common shares and warrants 674,021 839,447 -- -- Dividends paid (905,395) (270,093) (453,495) -- - ---------------------------------------------------------------------------------------- (245,272) 431,089 (457,089) (69,884) Investments: Additions to property, plant and equipment (4,545,536) (5,047,353) (2,426,283) (1,932,480) Additions to deferred development costs (662,407) (754,840) (509,219) (263,506) - ---------------------------------------------------------------------------------------- (5,207,943) (5,802,193) (2,935,502) (2,195,986) Decrease in cash position (2,240,727) (4,608,481) (314,524) (2,085,270) Cash position at beginning of period 9,439,206 4,609,798 7,513,003 2,086,587 - ---------------------------------------------------------------------------------------- Cash position at end of period $ 7,198,479 $ 1,317 $ 7,198,479 $ 1,317 - ---------------------------------------------------------------------------------------- WHAT MAKES US FANTOM? DON'T FOLLOW WHERE THE PATH MAY LEAD. GO WHERE THERE IS NO PATH AND LEAVE A TRAIL [LOGO OF FANTOM(R)] FANTOM TECHNOLOGIES INC. Head office and Canadian manufacturing facility: 1110 Hansler Road, P.O. Box 1004 Welland, Ontario L3B 5S1 Voice: (905) 734-7476 Fax: (905) 734-9955 United States manufacturing facility: 102 Corporate Blvd., Carolina Center Business Park West Columbia, South Carolina 29169 Voice: (803) 739-1151 Fax: (803) 939-0730 Toronto sales office: Suite 414, 1 Eva Road, Toronto, Ontario M9C 4Z5 Voice: (416) 622-9740 Fax: (416) 626-0674 Toronto Stock Exchange: FTM NASDAQ: FTMTF Website: www.fantom.com E-mail: fantom@fantom.com Transfer Agent & Registrar: CIBC Mellon Trust Company 320 Bay Street, P.O. Box 1, Toronto, Ontario M5H 4A1 FANTOM(R) is a trademark of FANTOM TECHNOLOGIES INC. [GRAPHIC] SECOND QUARTER REPORT TO SHAREHOLDERS FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 [LOGO OF FANTOM(R)] TO OUR SHAREHOLDERS - -------------------------------------------------------------------------------- FANTOM TECHNOLOGIES INC. For the three months ended December 31, 1999 (Q2 fiscal 2000), revenue increased to $60.9 million from $60.0 million for the year-earlier period. Net income was $3.5 million or $0.39 per share (based on 9,098,008 shares outstanding) compared with $3.6 million or $0.40 per share (based on 9,003,108 shares outstanding) for the year-earlier period. For the six months ended December 31, 1999, revenue increased to $118.0 million from $115.1 million for the same period in the previous year. Net income was $6.9 million or $0.76 per share (based on 9,072,063 shares outstanding) compared with $6.9 million or $0.76 per share (based on 8,991,763 shares outstanding) for the year-earlier period. While our revenue for the first half of the current fiscal year represented a record performance, our rate of growth slowed due to the increasingly competitive environment for "bagless" vacuums. During the most recently completed quarter, the Company's FANTOM(R) vacuums were tested in several hundred of the largest Wal-Mart stores in the United States. We are very pleased with the results of this test and are optimistic about the potential for future sales with this key retailer. On January 20, 2000 the Board of Directors declared a quarterly cash dividend of 5 cents per share payable on March 31, 2000 to shareholders of record at the close of business on February 29, 2000. The Company continued to make excellent progress during the quarter in developing its "next-generation" products. We believe these efforts are positioning us well for significant growth. In mid- January, our new microbiological water-treatment system was displayed to major retailers and trade media from the United States and Canada at the International Housewares Show in Chicago. It received a very enthusiastic response. This innovative counter-top appliance - scheduled for introduction in summer 2000 - utilizes activated oxygen, known as ozone, to kill micro-organisms. This same process is used in more than 3,000 state-of-the-art municipal water-treatment systems around the world, including over 200 in the United States. The Company also plans to launch a major new floor-care product, designed to create a new market segment, shortly following the introduction of its water- treatment entry. This breakthrough development has been exposed to key retailers on a confidential basis and is being regarded with much excitement. Since May 1998, sixty-three utility patent applications have been filed for technologies the Company is either acquiring or exclusively licensing through its association with Omachron Technologies, Inc. The Company is also pleased to advise of the appointments of James D. Meekison and Joseph H. Wright III as Directors, bringing the number of Board members to eight. Mr. Meekison is Chairman of Trimin Enterprises Inc. and Trimin Capital Corp., publicly-traded management companies, and Tritech Precision Inc. and Haley Industries Limited, publicly-traded manufacturing companies. He is a past and current member of several Boards and brings extensive experience and expertise in the financial and manufacturing sectors. Mr. Wright is currently Managing Partner of Crosbie & Company Inc., a specialty investment-banking firm. He has over 30 years of in-depth experience managing and transacting in investment and corporate banking in Canada, the United States and Switzerland, and has served on numerous Boards. The foregoing information includes certain statements relating to the Company which are forward-looking statements under Section 21E of the UNITED STATES SECURITIES EXCHANGE ACT OF 1934. The words "believe", "scheduled", "plans", and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements are based on assumptions made by, and information available to, the Company. However, there are important factors that could cause actual results to differ materially from those in such forward-looking statements including, among others, the contingencies arising from the uncertainties which are inherent in the development of new technology and the unanticipated costs and time delays which often arise in the process of developing new products based on innovative technology. The Company does not intend, and assumes no obligation, to update the forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. On behalf of the Board, /s/ Rikki Meggeson /s/ Allan D. Millman Rikki Meggeson Allan D. Millman, Chair of the Board President and Chief Executive Officer February 7, 2000 CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS - -------------------------------------------------------------------------------- FANTOM TECHNOLOGIES INC. Six Months Ended Three Months Ended December 31 (Unaudited) December 31 (Unaudited) 1999 1998 1999 1998 Sales $117,964,689 $115,119,510 $60,920,152 $60,005,350 Cost of goods sold 74,155,615 73,165,695 38,391,416 36,997,491 - ------------------------------------------------------------------------------------ 43,809,074 41,953,815 22,528,736 23,007,859 Expenses: Selling, general and administrative 32,055,471 30,287,407 16,900,116 16,693,394 Research and development 936,303 997,560 151,929 660,741 Finance charges (152,111) (65,331) (87,190) 34,601 - ------------------------------------------------------------------------------------ 32,839,663 31,219,636 16,964,855 17,388,736 Income before income taxes 10,969,411 10,734,179 5,563,881 5,619,123 Income taxes 4,059,206 3,866,000 2,059,206 2,024,000 - ------------------------------------------------------------------------------------ Net income 6,910,205 6,868,179 3,504,675 3,595,123 Retained earnings at beginning of period 31,116,910 18,015,632 34,070,540 21,018,595 Dividends (905,395) (540,186) (453,495) (270,093) Retained earnings at end of period $ 37,121,720 $ 24,343,625 $37,121,720 $24,343,625 - ------------------------------------------------------------------------------------ Net income per share - Basic* $ 0.76 $ 0.76 $ 0.39 $ 0.40 - Fully Diluted $ 0.73 $ 0.73 $ 0.37 $ 0.38 - ------------------------------------------------------------------------------------ *Basic net income per share has been calculated using the weighted average number of common shares outstanding during the respective periods. For the six months ended December 31, these were 9,072,063 shares for 1999 and 8,991,763 shares for 1998. For the three months ended December 31, these were 9,098,008 shares for 1999 and 9,003,108 shares for 1998. Certain comparative figures have been reclassified to conform with the financial statement presentation adopted in the current year. Financial information in this report is expressed in Canadian dollars, unless otherwise noted. CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- FANTOM TECHNOLOGIES INC. December 31 (Unaudited) 1999 1998 ASSETS Current assets: Cash and short term deposits $ 7,198,478 $ 1,317 Trade accounts receivable 34,220,461 34,340,706 Other receivables 3,447,271 2,133,455 Inventories 22,647,781 17,840,036 Prepaid expenses 2,995,556 3,051,826 Deferred income taxes 1,114,344 228,200 - -------------------------------------------------------------------------------- 71,623,891 57,595,540 Deferred development costs, net of amortization 2,549,941 1,558,028 Property, plant and equipment, at cost 41,954,289 30,518,893 Less accumulated depreciation (9,271,601) (6,082,677) - -------------------------------------------------------------------------------- 32,682,688 24,436,216 - -------------------------------------------------------------------------------- $106,856,520 $83,589,784 - -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 25,709,320 $17,889,951 Other payables and accruals 8,953,488 8,675,060 Currency hedging exchange gains 3,011,259 600,528 Current portion of capital lease obligations 7,958 101,210 - -------------------------------------------------------------------------------- 37,682,025 27,266,749 Currency hedging exchange gains 357,171 968,059 Deferred income taxes 3,072,297 3,174,314 Shareholders' equity: Share capital 28,623,307 27,837,037 Retained earnings 37,121,720 24,343,625 - -------------------------------------------------------------------------------- 65,745,027 52,180,662 - -------------------------------------------------------------------------------- $106,856,520 $83,589,784 - --------------------------------------------------------------------------------