SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(g) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2000.
OR
[ ] 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 ___________
BELZBERG TECHNOLOGIES INC.
(Exact name of the Registrant as specified in its charter)
Ontario, Canada
(Jurisdiction of incorporation or organization)
40 King Street West
Suite 3400
Toronto, Ontario
Canada M5H 3Y2
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
common stock with no par value
------------------------------
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
On July 1, 2001, the registrant had 11,028,424 shares of common stock
outstanding.
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
----- -----
Indicate by a check mark which financial statement the Registrant has elected to
follow.
Item 17 X Item 18
--- ---
TABLE OF CONTENTS
Page
PART I
Item 1. Identity Of Directors, Senior Management And Advisers..............4
Item 2. Offer Statistics And Expected Timetable............................4
Item 3. Key Information....................................................5
Item 4. Information On The Company........................................12
Item 5. Operating And Financial Review And Prospectus.....................23
Item 6. Directors, Senior Management And Employees........................30
Item 7. Major Shareholders................................................35
Item 8. Financial Information............................................ 37
Item 9. The Offer And Listing.............................................38
Item 10. Additional Information............................................39
Item 11. Quantitative And Qualitative Disclosure About Market Risk.........49
Item 12. Description Of Securities Other Than Equity Securities............49
PART II
Item 13. Defaults, Dividend Arrearages And Delinquencies...................50
Item 14. Material Modifictaions To The Rights Of Security Holders
And Use Of Proceeds...............................................50
Item 15. [Reserved]........................................................50
Item 16. [Reserved]........................................................50
PART III
Item 17. Financial Statements..............................................50
Item 18. Financial Statements..............................................50
Item 19. Financial Statements And Exhibits.................................50
EXCHANGE RATE DATA
We maintain our books of account in Canadian dollars, and accordingly,
have provided the financial data in this Form 20-F in Canadian dollars in
accordance with generally accepted accounting principles in Canada. Canadian
GAAP standards conform in all material respects with generally accepted
accounting principles in the United States, except as noted in our financial
statements attached. See "Item 19." All references to dollar amounts in this
Form 20-F, unless otherwise indicated, are in Canadian dollars.
The following table sets forth, for the periods indicated, certain
exchange rates based on the noon buying rate in New York City for cable
transfers in Canadian dollars. Such rates are the number of United States
dollars per one Canadian dollar and are the inverse of rates quoted by the
Federal Reserve Bank of New York for Canadian dollars per US$1.00. The average
exchange rate is based on the average of the daily exchange rates during such
periods. On July 1, 2001, the exchange rate was approximately Cdn.$1.00 per
US$0.6716.
1996 1997 1998 1999 2000
------------------------------------------------
RATE AT END OF PERIOD $0.7301 $ 0.6999 $0.6505 $0.6928 $0.6571
AVERAGE RATE DURING PERIOD 0.7333 0.7222 0.6740 0.6740 0.6732
HIGH 0.7513 0.7487 0.7104 0.6928 0.6903
LOW 0.7235 0.6945 0.6422 0.6542 0.6483
FORWARD LOOKING STATEMENTS
Statements included in this Form 20-F that do not relate to present or
historical conditions are "forward-looking statements." Additional oral or
written forward-looking statements may be made by us from time to time and such
statements may be included in documents other than this registration statement
that are filed with the SEC. Such forward-looking statements involve risks and
uncertainties that could cause results or outcomes to differ materially from
those expressed in such forward-looking statements. Forward-looking statements
in this registration statement and elsewhere may include, without limitation,
statements relating to the our plans, strategies, objectives, expectations,
intentions and adequacy of resources.
-3-
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Directors and senior management. The following table provides the names
and business addresses of our directors, and senior management.
Name and business address Title
- ------------------------- -----
Sidney H. Belzberg Chairman and Chief Executive Officer &
Director
Alicia Belzberg Executive Vice President, Secretary
and Director
Donald W. Wilson Chief Operating Officer and Director
Lawrence J. Cyna Chief Financial Officer and Director
Stephen Sadler Director
Dr. William Gnam Director
John L. Engels Director
The business address for our directors and senior management is Belzberg
Technologies Inc., 40 King Street West, Suite 3400, Toronto, Ontario, Canada M5H
3Y2.
Auditors. The following table provides the names and addresses of our
auditors for the preceding three years.
Name and business address Term
- ------------------------- ----
Deloitte & Touche LLP 2000-2001
Suite 1400, BCE Place
181 Bay Street
Toronto, Ontario
M5J 2V1
Deloitte & Touche LLP 1999-2000
(same as above)
Deloitte & Touche LLP 1998-1999
(same as above)
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
-4-
ITEM 3. KEY INFORMATION
Selected financial data. The following selected consolidated financial
data should be read in conjunction with "Operating and Financial Review and
Properties" and the consolidated financial statements, including the related
notes. The consolidated statement of earnings for the fiscal years ended
December 31, 1997, 1998, 1999 and 2000 and the balance sheet data as at December
31, 1999 and 2000 are derived from the audited consolidated financial statements
of Belzberg Technologies Inc., which have been audited by Deloitte & Touche LLP,
independent auditors. The amounts that have been presented on a U.S. GAAP basis
have not been reported upon separately. The consolidated statement of earnings
for the fiscal years ended December 31, 1996 and 1997 are derived from audited
consolidated financial statements not included in this Form 20-F.
Consolidated Statement of Earnings:
Fiscal Year Ended December 31,
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Revenues $1,255,333 $1,967,137 $3,976,120 $5,904,099 $11,951,629
Operating Expenses:
Cost of Sales 1,095,820 1,770,116 1,164,429 2,172,738 4,531,421
R&D 902,451 1,091,827 1,092,068 1,794,081 860,884
Sales & Marketing 436,020 1,151,798 1,316,526 1,874,096 2,800,675
Administrative Expenses 470,019 1,205,513 1,388,518 2,468,519 2,792,774
Amortization 121,067 33,035 106,238 219,591 842,276
Interest on Long-Term Debt 30,300 24,961 30,154 25,123 166,393
Interest Income - - - - (226,993)
Other - - - - 525,198
Total Expenses 3,055,677 5,277,250 5,097,933 8,554,148 12,292,628
Net Profit/(Loss) Before Taxes (1,800,344) (3,310,113) (1,121,813) (2,650,049) (340,999)
Taxes (36,378) (62,892) 244 9,019 5,063
Net Profit/(Loss) for Period (1,763,966) (3,247,221) (1,122,057) (2,659,068) (346,062)
Deficit, beginning of Period 62,906 (1,701,060) (4,948,281) (6,070,338) (8,729,406)
Deficit, end of Period (1,701,060) (4,948,281) (6,070,338) (8,729,406) (9,075,468)
Earnings/(Loss) per Share $ (0.28) $ (0.48) $ (0.17) $ (0.38) $(0.04)
Consolidated Balance Sheet Data:
As at December 31,
1999 2000
---- ----
Working Capital $(3,490,127) $7,562,596
Total Current Assets 1,643,056 10,826,993
Total Assets 2,869,254 15,459,525
Total Current Liabilities 5,133,183 3,264,397
Total Shareholders' Equity (2,502,406) 10,664,613
The above selected consolidated financial information has been prepared
in accordance with accounting principles generally accepted in Canada, which
conforms in all material respects with accounting principles generally accepted
in the United States [U.S. GAAP] except as set forth in note 17 to the
consolidated financial statements included elsewhere in this registration
statement.
-5-
The following sets forth selected financial information with respect to
Belzberg prepared on the basis of U.S. GAAP:
Consolidated Statement of Earnings:
Fiscal Year Ended December 31,
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Revenues $1,255,333 $1,967,137 $3,976,120 $5,904,099 $11,951,629
Operating Expenses:
Cost of Sales 1,095,820 1,770,116 1,164,429 2,172,738 4,531,421
R&D 902,451 1,091,827 1,092,068 1,794,081 860,884
Sales & Marketing 436,020 1,151,798 1,316,526 1,874,096 2,800,675
Administrative Expenses 470,019 1,205,513 1,388,518 2,468,519 3,253,615
Amortization 121,067 33,035 106,238 219,591 842,276
Interest on Long-Term Debt 30,300 24,961 30,154 25,123 166,393
Interest Income - - - - (226,993)
Other - - - - 525,198
Total Expenses 3,055,677 5,277,250 5,097,933 8,554,148 12,753,469
Net Profit/(Loss) Before Taxes (1,800,344) (3,310,113) (1,121,813) (2,650,049) (801,840)
Taxes (36,378) (62,892) 244 9,019 5,063
Net Profit/(Loss) for Period (1,763,966) (3,247,221) (1,122,057) (2,659,068) (806,903)
Deficit, beginning of Period 62,906 (1,701,060) (4,948,281) (6,070,338) (8,729,406)
Deficit, end of Period (1,701,060) (4,948,281) (6,070,338) (8,729,406) (9,536,309)
Earnings/(Loss) per Share $ (0.28) $ (0.48) $ (0.17) $ (0.38) $(0.09)
Consolidated Balance Sheet Data:
As at December 31,
1999 2000
---- ----
Working Capital $(3,490,127) $7,562,596
Total Current Assets 1,643,056 10,826,993
Total Assets 2,869,254 15,459,525
Total Current Liabilities 5,133,183 3,264,397
Total Shareholders' Equity (2,502,406) 10,664,613
-6-
Risk Factors
Investing in our securities will provide you with an equity ownership
interest in Belzberg Technologies Inc. As one of our shareholders, your
investment will be subject to risks inherent in our business. If any of the
following risks actually occur, our business could be harmed. In that event, the
trading price of our shares might decline, and you could lose all or part of
your investment. You should carefully consider the following factors as well as
other information contained in this registration statement before deciding to
invest in shares of our securities. Additional risks that are not currently
known to us or that we deem immaterial may also harm us and the value of your
investment. An investment in our securities involves a high degree of risk.
We have a history of losses, and we expect losses in the future. If we do not
achieve and sustain profitability, our business will suffer and our stock price
may decline.
We have incurred net losses in each fiscal year since 1996. In the
fiscal years ended December 31, 2000, 1999 and 1998, we incurred net losses of
approximately $0.3 million, $2.7 million, and $1.1 million, respectively. We may
not achieve our profit or revenue goals, and our losses may continue to grow in
the future. As a result, we may never achieve or sustain profitability on a
quarterly or annual basis.
Our revenues depend on arrangements with our customers, all of which expire
within the next two years. If we are unable to renew these arrangements or make
a successful transition to transaction-based fees, our future operating results
may suffer.
All of our agreements expire within the next two years. We may not be
able to renew these license agreements on terms that are acceptable to us, and
our revenues would therefore decrease.
In addition, approximately 47% of our revenues as at December 31, 2000
currently are derived from customers whose agreements provide for payment of
fixed revenues on a monthly or quarterly basis. Although our business strategy
is to transition these customers to transaction-based billing and to implement
transaction-based billing with our new customers, we may not be successful in
implementing this strategy. The failure to implement transaction-based billing
on a widespread basis will likely have a material adverse effect on our revenues
and results of operations.
Our dependence on a limited number of customers for a substantial amount of our
sales could lead to fluctuations in our operating results.
Our business depends on sales of our products to a limited number of
customers, which may cause fluctuations in our operating results. We do not have
long-term contracts with any of our customers. The top five of our customers
accounted for approximately 45% of our total revenues during the year ended
December 31, 2000. Any of our customers could stop using our products in the
future. As a result, a customer that generates substantial revenue for us in one
period may not be a source of revenue in subsequent periods. The loss of a
significant customer would have a material and adverse effect on our revenues
and results of operations.
-7-
We must continue to overcome significant and increasing competition in order to
continue our growth and productivity.
The market for global Internet trading solutions, intelligent order
routing systems, e-Commerce gateways and B2B integration solutions is intensely
competitive, fragmented and rapidly changing. We face competition from ITG,
NYFIX, 724 Solutions, Reuters, Bloomberg, w-Trade, Ariba and WebMethods. For
more information regarding our competitors, please read the section of this
registration statement entitled "Business - Competition."
The loss of our key management personnel or our failure to attract and retain
additional personnel could adversely affect our business.
If we fail to retain and recruit the necessary personnel, our business
and our ability to obtain new customers, develop new products and provide
acceptable levels of customer service could suffer. The success of our business
is heavily dependent on the leadership of our key management personnel,
including Sidney Belzberg, our Chief Executive Officer, Alicia Belzberg, our
Executive Vice President, and Secretary, and Donald Wilson, our Chief Operating
Officer.
Our future success also depends on our ability to attract and retain
highly qualified personnel. The competition for qualified personnel in the
computer software and Internet markets is intense and we may be unable to
attract or retain highly qualified personnel in the future. In addition, due to
intense competition for qualified employees, it may be necessary for us to
increase the level of compensation paid to existing and new employees to the
degree that our operating expenses could be materially increased. See
"Management."
We may be unable to adequately protect our proprietary rights. Our failure to
protect these rights may significantly impair our competitive position.
Our success depends to a significant extent on our ability to protect
our proprietary software and our other proprietary rights from copying,
infringement or use by unauthorized parties. To protect our proprietary rights
we rely primarily on a combination of patent, copyright, trade secret and
trademark laws, confidentiality agreements with employees and third parties, and
protective contractual provisions such as those contained in agreements with
consultants, vendors and customers, although we have not signed these types of
agreements in every case. Despite our efforts to protect our proprietary rights,
unauthorized parties may copy aspects of our products and obtain and use
information that we regard as proprietary. Other parties may breach
confidentiality agreements and other protective contracts we have entered into.
We may not become aware of, or have adequate remedies in the event of, these
types of breaches or unauthorized activities.
-8-
We have experienced rapid growth, which has placed a strain on our resources,
and any failure to manage our growth effectively could cause our business to
suffer.
We have been expanding our operations rapidly and intend to continue
this expansion for the foreseeable future. The number of our employees increased
from 8 on December 31, 1995 to 78 on December 31, 2000. As of July 1, 2001 we
had 108 employees. This expansion has placed, and is expected to continue to
place, a significant strain on our managerial, operational and financial
resources as we integrate and manage new employees, more locations and more
customers, suppliers and other business relationships. In the past, we have
decided to, and in the future we may need to, improve or replace our existing
operational and customer service systems, procedures and controls. Any failure
by us to properly manage our growth or these systems and procedural transitions
could impair our ability to efficiently manage our business, to maintain and
expand important relationships with third parties and to attract and service
customers, and could cause us to incur higher operating costs and delays in the
execution of our business plan or in the reporting or tracking of our financial
results.
Fluctuations in exchange rates between the United States dollar and the Canadian
dollar may affect our operating results.
During the year ended December 31, 2000, approximately 49% of our
revenues and corresponding receivables due from customers were in United States
dollars. However, a majority of our research and development expenses, customer
support costs and administrative expenses are in Canadian dollars. We are
exposed to fluctuations in the exchange rates between the U.S. dollar and the
Canadian dollar through our operations in Canada. For more information regarding
historical exchange rates, please refer to the section of this registration
statement entitled "Exchange Rate Information."
The securities brokerage industry is subject to extensive government regulation.
If Electronic Brokerage Systems, Inc. fails to comply with these regulations, it
may be subject to disciplinary or other action by regulatory organizations.
The securities industry is subject to extensive regulation under both
federal and state laws. In addition to these laws, Electronic Brokerage Systems,
Inc., a wholly-owned subsidiary, must comply with rules of the Securities and
Exchange Commission and The National Association of Securities Dealers, Inc.,
state securities commissions and other regulatory bodies charged with
safeguarding the integrity of the securities markets and other financial markets
and protecting the interests of investors participating in these markets. As a
registered broker-dealer, Electronic Brokerage System is subject to numerous
regulations covering the securities business, including:
o marketing practices;
o capital structure, including net capital requirements;
o record keeping; and
o conduct of directors, officers and employees.
Any failure to comply with these regulations could subject Electronic
Brokerage Systems to censure, fines, the issuance of cease-and-desist orders or
the suspension, and/or disqualification of its officers, directors or employees.
For more information regarding governmental regulations, please refer to the
section of this registration statement entitled "Information On Our
Company--Government Regulation."
-9-
Our product contains encryption technology whose export is restricted by law,
which may slow our growth or result in significant costs.
The U.S. and Canadian governments generally limit the export of
encryption technology, which our product incorporates. A variety of
cryptographic products generally require export approvals from certain U.S.
government agencies in the case of exports from the U.S. and from Canadian
government agencies in the case of exports from Canada, although there are
currently no restrictions on exports of these products from Canada into the U.S.
If any export approval that we receive is revoked or modified, if our software
is unlawfully exported or if the U.S. or the Canadian government adopts new
legislation or regulations restricting export of software and encryption
technology, we may not be able to distribute our products to potential
customers, which will cause a decline in our sales. We may need to incur
significant costs and divert resources to develop replacement technologies or
may need to adopt inferior substitute technologies to satisfy these export
restrictions. These replacement or substitute technologies may not be the
preferred security technologies of our customers, in which case, our business
may not grow. In addition, we may suffer similar consequences if the laws of any
other country limit the ability of third parties to sell encryption technologies
to us.
Our revenues could decrease if there is a decline in securities trading
activity.
Because most of our current customers are financial institutions or
securities brokerage firms and because we intend to rely more heavily on
transaction-based billing in our license agreements, our revenues will be
sensitive to changes in the amount of securities trading activity both via the
Internet and otherwise.
A decline in Securities trading activity may result from:
o loss of confidence in the reliability or security of on-line
trading systems;
o changes in government regulation of the securities industry or
on-line trading activities; or
o a downturn in the stock market.
The market for our products and services may not grow as quickly as we
anticipate, which would cause our revenues to fall below expectations.
The market for our products and services is relatively new and
evolving. We earn a substantial portion of our revenue from service fees
associated with our E-Commerce Gateway, Order Management System and front-end
software. We expect to earn substantially all of our revenue in the foreseeable
future from fees relating to these products and services. Our future financial
performance will depend on continued growth in the number of organizations
demanding software and services for protocol translation and order management
services. Many of our potential customers have made significant investments in
internally developed systems and would incur significant costs in switching to
third-party products, which may substantially inhibit the growth of the market
for enterprise infrastructure software. If this market fails to grow, or grows
more slowly than we expect, our sales will be adversely affected.
-10-
As we are a Canadian company and most of our assets and key personnel are
located in Canada, you may not be able to enforce any U.S. judgment for claims
you may bring against us, our assets or our key personnel.
We are formed under the laws of the Province of Ontario, Canada. Many
of our assets are located outside the United States. In addition, a majority of
the members of our board of directors and our officers and the experts named in
this registration statement are residents of countries other than the United
States. Consequently, it may be impossible for you to effect service of process
within the United States upon us or these persons or to enforce against us or
these persons any judgments in Civil and commercial matters, including judgments
under United States federal securities laws. See the "Additional
Information--Enforceability of Civil Liabilities Against Foreign Persons"
section.
-11-
ITEM 4. INFORMATION ON OUR COMPANY
Overview
We are a leading supplier of advanced electronic trading systems,
including order management and routing software, to financial institutions and
securities exchanges in the U.S. and Europe. Our customers, which include both
stock brokers and their customers, use our trading software to buy and sell
equities and stock options on a variety of stock exchanges, electronic markets
known as ECNs, or NASDAQ market maker trade management systems. Our products
enable traders to execute and manage large volumes of transactions at high speed
with great reliability and security.
Our software was developed as a standard client-server architecture,
using either Microsoft Windows NT or Windows 2000 as the underlying operating
system. Our Gateway, or server software, is used to handle connections to the
stock exchanges and other order execution engines. The front-end tools, or
client software, is the collection of software applications used by individual
traders on their PC workstations.
Our Gateway software is capable of connecting traders to every major
stock and options exchange in North America, and a growing number of European
stock exchanges as well. Securities orders are almost exclusively generated in a
protocol that is not understandable by the exchange on which the order is to be
executed. Our Gateway automatically, and at high speed, translates the order
into the protocol that is used by the securities exchange specified for order
execution and transmits the order securely. Once confirmation is received from
the relevant securities exchange by our Gateway, the confirmation is
retranslated into the same protocol used by the originator of the order and then
transmitted to the originator. Our Gateway software is also capable of receiving
orders from third party systems, since it supports most if not all of the
standard business protocols, such as FIX, CMS, STAMP, XML, SWIFT, used in the
financial industry.
We provide each trader with a suite of front-end software tools,
tailored to let them carry out the functions of any trading situation that they
require. For example, institutional traders use the single order entry system to
enter their orders, and the tradelog to manage their current, outstanding
trading positions. Basket traders use the Belzberg basket trading software to
send lists of stocks to stock exchanges with a single click of a mouse, and also
use the tradelog to watch their positions and incoming executions. Traders that
need to keep track of incoming retail orders have software specific to their
needs, as do traders that want to watch spreads or engage in arbitrage trading.
In many cases, institutions that are customers of participating brokers use
Belzberg front-end software to execute their orders directly on electronic
markets, eliminating phone calls or other delays in their trading.
Our core trading products are augmented by a set of complimentary
software products that satisfy functions required by traders or other
individuals whose jobs are related to trading or managing of stocks or options
in a financial institution. Examples of these products are (1) real-time
inventory management, (2) straight-through-processing of trading tickets into
the back office accounting system, (3) software to handle special requirements
of cross-border trading, including automatic conversion of foreign exchange
rates, (4) order management software that handles a large inbound flow of retail
orders from third party systems, and (5) software that does automatic credit
checking upon receipt of internet generated retail order flow.
Financial institutions such as Merrill Lynch, State Street Brokerage,
TD Securities and CIBC World Markets use all or a subset of our trading products
to automate their order execution, basket trading, arbitrage, retail order
management, and real-time inventory management, as demanded by each situation.
Because of the system's open architecture and flexibility, our products are
easily customizable to the customers' needs and are also adaptable for use in
other B2B sectors. We intend to deploy our products into other industries where
high-speed, high-volume transaction processing and routing is required.
-12-
We generate revenues from:
o Subscription based fees consisting of software and data rental
o Software development and installation
o Transaction based fees consisting of a per share and per order fee
model
A majority of our revenues are generated on a subscription basis, with software
and maintenance provided by us for a per user, per terminal, or flat monthly
subscription fee to be connected to our Gateway. As at December 31, 2000, 51%
our revenues originated from subscription based fees as compared to December 31,
1999, when 77% of our revenues were received on this basis. This trend reflects
the increasing acceptance of our transaction based model established in the
second half of 1999, which is overtaking subscription based revenues. As at
December 31, 2000, 27.4% or our revenues were received on a transaction based
model. This percentage should increase as our order routing system for options
begins to generate revenues. For a complete description of our revenue models,
see "Item 5. Operating and Financial Review and Prospectus" on page 26.
Our two principal objectives are:
o To become the leading provider of intelligent order routing systems
enabling high-speed, high-reliability, high-volume and high-
security transaction routing and order management for financial
institutions and stock exchanges worldwide; and
o To become a leading provider of intelligent order routing systems
for use in other B2B contexts requiring similar transaction
processing.
Our principal executive and registered offices are located at 40 King
Street West, Suite 3400, Toronto, Ontario, Canada, M5H 3Y2.
Our common shares currently are traded on the Toronto Stock Exchange in
the Province of Ontario, Canada, under the trading symbol "BLZ."
In this registration statement, unless otherwise specified or the
context otherwise requires, references to "we", "our" and "Belzberg" includes a
reference to our subsidiaries which we beneficially own 100% of the outstanding
voting shares. Our subsidiaries and the percentage of voting shares that we
beneficially own are as follows:
-13-
Name of Subsidiary (Jurisdiction) Ownership
- --------------------------------- ---------
Belzberg Financial Markets & News Inc. (Ontario, Canada) 100%
Belzberg Financial Markets (U.S.A) Inc. (New Jersey, U.S.A.) 100%
Electronic Brokerage Systems, Inc. (Delaware, U.S.A.) 100%
Belzberg.com.Inc. (Delaware, U.S.A.) 100%
eContracts, Inc. (Ontario, Canada) 100%
Belzberg B2B Inc. (Delaware, U.S.A.) 100%
eContracts Inc. (Delaware, U.S.A.) 100%
Acquisitions
In July 2000, we acquired 100% of the shares of eContracts, Inc. for
the purchase price of $150,000 cash plus the issuance of 50,000 shares, to be
issued in four separate amounts, at the fair market value of $9.00 per share
from our treasury. The first 12,500 shares was issued on closing, the second
12,500 was issued on December 31, 2000, and the remaining 25,000, which was
subsequently adjusted to 21,500 shares, will be issued on December 31, 2001 and
July 31, 2002 conditional on continued employment of the vendor by the company.
In July 2000, we acquired the remaining minority interest of 25% of the
outstanding shares of Electronic Brokerage Systems, Inc. for the issuance from
treasury of 50,000 common shares at the fair market value of $9.00 per share.
Company History
We were incorporated under the laws of the Province of Ontario on
November 30, 1993, under the name Belzberg Financial Markets International Inc.,
to acquire 100% of the outstanding shares of Belzberg Financial Markets & News
Inc. On June 13, 1994, we changed our name to Belzberg Financial Markets & News
International Inc. On July 14, 2000, we changed our name to our present name,
Belzberg Technologies Inc.
In 1993, we implemented our first automated interactive securities
trading system at a leading Canadian brokerage house. In 1996, we invented and
patented a message translation gateway. We developed the Belzberg Internet
e-Commerce Gateway by employing this patented technology. Prior to 1996, the
trading system utilized only private networks, or Intranets, for connectivity.
Our Internet global securities trading system was implemented in 1996, with
North American and overseas customers adopting our solution for Internet-based,
direct-access trading in the U.S.A. and Canadian markets. In 1998, we introduced
the Order Management System, a programmable transaction-routing system that
works in tandem with the Gateway, and provides additional functionality to
clients. This system routes orders according to customer-defined rules, such as
managing credit checks or investor suitability on retail accounts. Also in 1998,
we introduced the Real-Time Inventory System to provide additional back-office
functionality to the trading system.
-14-
Industry Overview
The globalization of markets and the emergence of the Internet have
created new opportunities for the international flow of capital, electronically
and in real-time, to sources of highest possible returns. Institutional
investors and brokerages are responding to these trends by using the Internet as
a convenient and efficient medium for electronic, real-time securities trading.
As a globally accessible, fully interactive medium, the Internet is well suited
to fulfill the promise of efficient, convenient, real-time global trading.
We have developed and deployed the Belzberg Trading System, an Internet
securities trading infrastructure that gives financial institutions direct
access to stock exchanges. The Belzberg Trading System permits traders to
securely execute and monitor their trading activities in real-time over the
Internet or their institution's Intranet. Belzberg's objective is to create a
global electronic trading platform that maximizes investor liquidity and
control.
Revenue
We operate and manage our business in one industry - the financial
services sector. We design and market trade execution software primarily for the
financial sector. The following information for each revenue stream is reviewed
by management:
2000 1999 1998
------ ------ ------
Revenue
Recurring software
routing fees $ 6,226,461 $4,526,190 $3,132,090
Transaction fees 3,276,096 643,912 -
Software development
and installation 1,909,349 667,876 459,584
Other 539,723 66,121 384,446
- -------------------------------------------------------------------------
$11,951,629 $5,904,099 $3,976,120
=========================================================================
-15-
We operate internationally with a portion of our business conducted in
the United States.
Information about our geographic operations are given below:
2000 1999 1998
------ ------ ------
Revenues
Canada $ 6,134,517 $2,479,425 $1,526,052
United States 5,817,112 3,424,674 2,450,068
- -------------------------------------------------------------------------
$11,951,629 $5,904,099 $3,976,120
=========================================================================
Total assets
Canada $11,831,898 $2,067,073 $1,506,263
United States 3,627,627 802,181 536,520
- -------------------------------------------------------------------------
$15,459,525 $2,869,254 $2,042,783
=========================================================================
Capital assets
Canada $ 3,112,179 $ 958,500 $ 394,482
United States 639,003 186,698 95,555
- -------------------------------------------------------------------------
$ 3,751,182 $1,145,198 $ 490,037
=========================================================================
For a complete description of our revenue models, see "Item 5. Operating and
Financial Review and Prospectus."
Products and Services
The Belzberg Trading System
The Belzberg Trading System consists of the E-Commerce Gateway and the
Order Management System. Together with various front-end and back-end
applications, the Belzberg Trading System provides a comprehensive solution to
the need for a system that can manage an order from its inception to its
execution and confirmation.
Our Trading System requires that the customer have a Windows NT-based
server and workstations. A typical installation of our Trading System for a
semi-professional trader involves downloading the Single Order Entry front-end
application from our website on the Internet. A typical installation of our
Trading System for a financial institution usually involves the on-site
installation of both front-end applications which may include the Single Order
Entry, Basket Trader and Arbitrage Launcher and back-end applications which
include Tradelog and TicketWriter. In most cases, our Trading System can be
installed on a customer's existing local area network, so the installation may
take only a matter of days, though the obtaining of the requisite
telecommunications infrastructure may take longer.
We provide the software that runs the Trading System that connects to
stock exchanges, electronic communication networks, client order entry software,
and shared network facilities. Third parties provide the hardware, such as
computers and routers. The market data provided is a combination of third party
market data and data provided by us.
-16-
We can provide market data from third party data vendors in one of
three ways, as per the wishes of the customer:
1. If the customer has previously provided Reuters data internally on
their network to their users, our software is capable of accessing
this data via the standard Reuters access software.
2. If the customer uses market data distribution software provided by
Townsend Analytics internally on their network, our software can
access market data from this server, no matter what source of
market data feed the customer uses.
3. If the customer wants to receive market data provided by us, then
all that is required is a data connection from the customer to one
of our offices, and the market data will be accessed by the
software applications. We take direct feeds from the Toronto Stock
Exchange, SIAC, which is the technology division of the New York
Stock Exchange, and third party vendors such as Reuters, Townsend
Analytics and Comstock. Customers may choose to obtain market data
from us for the following reasons:
a. Many small customers do not have an infrastructure capable of
providing market data to their users, either because they
don't have staff capable of providing it, or economies of
scale do not make sense to provide such an infrastructure for
a small number of users. In this case, it is easier and less
expensive to use our market data.
b. Some customers believe that certain data vendors provide more
timely data than others, and we allow them to make that choice
for themselves. For example, some of our customers believe
that our market data from the Toronto Stock Exchange is faster
than Reuters and Comstock.
c. We also provide a depth of market book from a feed called the
Toronto Broadcast Feed, or the TBF, that is not available from
Reuters or Comstock.
In all cases, we assist our customers with all of the decisions
required to receive market data, whether they want to obtain hardware or
software independently, or whether they wish to use our market data service.
Revenue generating customers are stock exchanges, brokerage houses and
institutional clients of brokerage houses. The majority of our revenues come
from brokerage houses followed by institutional buy side clients, followed by
exchanges. Currently, the NYSE, through their technology division SIAC, is our
only revenue-producing exchange. Retail traders provide indirect revenue through
brokerage houses that use our system.
The E-Commerce Gateway
In 1996, we invented, developed and patented the world's first
Internet-based, multi-protocol translation gateway for the securities industry.
Since then some of our competitors' trading systems have similar features to
ours. Based on this technology, we developed the e-Commerce Gateway, a
fully-scalable, high-speed, high-volume, real-time protocol translation and
routing engine. Designed to facilitate a wide range of e-Commerce applications,
the Gateway transparently translates the format, or protocol, of incoming
transaction messages that can be routed to user-specified destinations. Upon
completion of the transaction, messages from the destination are retranslated
into the appropriate originating protocol, thus enabling seamless and reliable
real-time, bi-directional information exchange. The open and flexible
architecture of the E-Commerce Gateway allows for a high degree of
inter-operability between modern Internet-based applications and back-office
systems that run on older systems.
-17-
Our Internet Gateway currently supports translation and routing to the
following securities exchanges and electronic communication networks:
NORTH AMERICA EUROPE
------------- ------
Stock Exchanges Nasdaq ECNs: Nasdaq Market Makers: Stock Exchanges
New York Instinet Mayer Schweitzer (MASH) London
American Island Herzog Frankfurt
Pacific Bloomberg Tradebook Sherwood
Boston Archipelago (Terra Nova) Tradetek
Chicago Spear Leads Redibook Cantor Fitzgerald
Philadelphia State Street Lattice Trimark
Toronto EVWAP DE Shaw
Canadian Venture Exch. Brut Knight Securities
Options Exchanges Strike Troster Singer
Chicago (CBOE) Pershing
Montreal (MOE)
The Order Management System
The Order Management System is a versatile order-processing and
management software component that works in concert with the Internet Gateway.
Where the Internet Gateway requires that orders specify a destination exchange,
the OMS accepts orders and intelligently determines the destination of each
order for execution, and sends them to the Internet Gateway for translation
and/or transmission. The order flow rules for the OMS can be fully customized,
and the OMS is able to check a client's account to ensure that sufficient credit
is available to execute the trade.
To facilitate international securities trading for retail investors,
the OMS takes account of the currency in which the order is placed and
automatically converts it in real time through a banking network connection to
the currency in which the particular stock is traded. The currency conversion
feature can be enabled or disabled at the time the order is placed.
The Wireless Direct-Access Trading System
In March 2000, the Chicago Board Options Exchange began using wireless,
hand-held devices enabled with our Internet Gateway software. Our secure
wireless solution provides traders on the floor of the CBOE with direct,
encrypted access to stock exchanges around the world through the Internet
Gateway. Options traders on the CBOE floor can now hedge their position in
options and other derivative instruments by taking positions in the underlying
stocks.
Front-End Applications For Institutional Investors
We offer a range of alternative order-execution software tools for both
institutional and retail investors, over wireless and wired connections.
Single-Order Entry System. The Single-Order Entry System enables
investors to create orders and select a range of destinations for order
execution from brokerage houses to exchanges. The Single-Order Entry system
receives real-time updates on the status of orders and trade confirmation from
the destination exchange, through the Internet Gateway and the OMS.
-18-
Basket Trader. The Basket Trader program allows traders to
instantaneously execute multiple trades stored in a Microsoft Excel(R)
spreadsheet via the Internet Gateway and the OMS. The spreadsheets themselves
can be customized to provide desired information as well as additional
functions. In many trading systems, the execution of basket trades requires
dedicated program code, the development of which can take weeks or even months,
with changes to the baskets requiring program code changes. Basket Trader allows
each individual user to formulate and adjust his or her "basket" "on the fly"
from his or her workstation using Microsoft Excel(R), a program that is familiar
to most users.
Arbitrage Launcher. The Arbitrage Launcher is a powerful portfolio
management tool that works with Basket Trader to allow traders to receive
real-time market information, monitor stocks 24 hours a day and execute trades
automatically when pre-set parameters set by the trader are met. All of these
functions are contained within the customized spreadsheet. Although the
Arbitrage Launcher does not function in any type of advisory role, the tool can
be modified to perform any type of market arbitrage requested by the customer.
In some trading systems, developing and implementing an arbitrage can be an
arduous process of programming, debugging and adjusting, taking weeks or even
months. With Arbitrage Launcher, arbitrages can be formulated, adjusted, tested
and launched automatically from a workstation, using the familiar Microsoft
Excel(R) spreadsheet.
Foreign Exchange Calculator. The Foreign Exchange calculator tracks
traders' international equity positions in real time in order to notify traders
how much foreign currency they need to buy or sell to lock in their profits.
Tradelog. Tradelog allows traders to view their trades simultaneously,
including single, specific and multiple basket orders.
Real-Time Inventory System. Inventory System integrates into legacy
back-office accounting systems. This fully integrated, online inventory
assistant/risk management system provides access to traders' real-time inventory
and individual account inventories. All positions, average costs, as well as
profit/loss and market exposure, are adjusted as trades are received, with
current market data provided. Users have the ability to set up sophisticated
notification targets based on individual accounts or groups of accounts or
instruments.
Ticketwriter. Ticketwriter eliminates the need to write manual tickets.
With this application, the trader can apply foreign exchange rates, commissions
and specific settlement dates as fills are received. The Ticketwriter enables
full inter-operability with back-office accounting systems in financial
institutions such as ISM and ADP, as well as other legacy back-office systems.
Equipment
As at December 31, 2000, we had acquired to date computer equipment of
$968,520 on which $393,056 of amortization had been recorded, leaving a net book
value of $575,464, and in addition, had acquired under capital lease to date,
computer equipment of $3,160,393 on which $510,935 of amortization had been
recorded, leaving a net book value of $2,649,458. Other capital assets
consisting of furniture and equipment, and leasehold improvements of lesser
acquisition cost and net book value were also shown on our balance sheet.
-19-
Total assets are located in:
1. Canada - $ 3,112,179
2. U.S.A - $ 639,003
Only the assets under capital lease have financial obligations
attached. The capital leases generally have a three year term and a 10% buy out
provision at the end of the term with the average interest rate on these leases
approximating 11% per annum. The remaining annual payments, including interest,
on these leases are as follows:
2001 - $1,210,000
2002 - $1,065,000
2003 - $577,000
Capital asset acquisitions consist of basic infrastructure improvements
such as UPS's, computer and communications racks and accessories, workstations,
monitors, telephones and equipment, as well as networking equipment consisting
of switches, hubs and routers providing connectivity and network access to our
offices in Toronto, New York and Chicago.
Connections are established to some new clients of new routers and
servers to meet requirements of quote services with many servers providing
gateway services and repositories of trade data. Leasehold improvements and
furniture are expended for our increases in occupied space.
We operate a large enterprise network providing connectivity between
our clients, and all of our offices, as well as high speed access to a multitude
of destinations for live trade execution. Our core backbone consists of a
high-speed triangle formed between Toronto, New York and Chicago. From this core
network our customers can reach any other node of the network on an as required
basis.
Customers
We currently have approximately 95 customers in the financial services
industry. We do not have long-term contracts with any of our customers. The top
five of our customers accounted for approximately 45% of our total revenues as
at during the year ended December 31, 2000. Any of our customers could stop
using our products in the future. As a result, a customer that generates
substantial revenue for us in one period may not be a source of revenue in
subsequent periods. The loss of a significant customer would have a material and
adverse effect on our revenues and results of operations.
In addition to the financial industry, we are deploying our e-Commerce
B2B solutions into other industries, such as raw materials and heavy industry,
where high-speed, high-volume transaction processing and routing are required.
We currently have two customers outside of the financial industry. The total
revenues from these customers have been insignificant.
-20-
Government Regulation
Electronic Brokerage Systems, Inc., a Delaware corporation, is a
wholly-owned subsidiary that is a member of the Chicago Board Option Exchange
and the National Association of Securities Dealers, Inc.
The U.S. securities industry is subject to extensive regulation under
both federal and state laws. In addition, the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc. other self
regulatory organizations, commonly known as SROs, such as the various stock
exchanges, and other regulatory bodies, such as state securities commissions,
require strict compliance with their rules and regulations. The SEC is the
federal agency responsible for the administration of the federal securities
laws. Regulation of broker-dealers has been primarily delegated to
self-regulatory organizations, principally the NASD and national securities
exchanges. The NASD has been designated by the SEC as our self-regulatory
organization. The self-regulatory organizations conduct periodic examinations of
member broker-dealers in accordance with rules they have adopted and amended
from time to time, subject to approval by the SEC. Securities firms are also
subject to regulation by state securities administrators in those states in
which they conduct business.
As a matter of public policy, regulatory bodies are charged with
safeguarding the integrity of the securities and other financial markets and
with protecting the interests of investors participating in those markets, not
protecting creditors or stockholders of broker-dealers. Companies that operate
in the securities industry are subject to regulation concerning many aspects of
their business, including trade practices, capital structure, record retention
and the conduct of directors, officers and employees. Failure to comply with any
of these laws, rules or regulations could result in censure, fine, the issuance
of cease-and-desist orders or the suspension or disqualification of our
directors, officers or employees. Neither we nor any of our directors, officers
or employees are currently subject to any cease-and-desist orders, suspensions
or disqualifications under the rules of any of these regulatory organizations.
An adverse ruling in the future against us or our directors, officers or
employees, including censure or suspension, could result in us, our directors,
officers and other employees being required to pay a substantial fine or
settlement, and could result in their suspension or expulsion.
Net Capital Requirement
As a registered broker-dealer, Electronic Brokerage Systems, Inc. is
subject to the SEC's uniform net capital rule. The net capital rule is designed
to measure the general integrity and liquidity of a broker-dealer and requires
that at least a minimum part of its assets be kept in a relatively liquid form.
The net capital rule prohibits a broker-dealer doing business with the
public from allowing the aggregate amount of its indebtedness to exceed 15 times
its adjusted net capital or, alternatively, its adjusted net capital to be less
than 2% of its aggregate debit balances (primarily receivables from clients and
broker-dealers) computed in accordance with the net capital rule.
Credit Risk
Although Electronic Brokerage Systems, Inc is registered as a
broker-dealer, we generally do not perform traditional broker-dealer services.
We do not act as a market-maker with respect to any securities or otherwise act
as a principal in any securities transactions, we act only on an agency basis.
Therefore, we do not have exposure to credit risks in the way that traditional
broker-dealers have such exposure.
The relatively low credit risk of our businesses is reflected in the
minimal net capital requirements imposed on Electronic Brokerage Systems, Inc.
as a broker-dealer.
-21-
New Markets
B2B opportunities are extremely wide ranging in the industrial sector
given the breadth of transactions and the trend toward globalization. We have
developed expertise and experience in high-speed transaction management within
the financial industry and our proven trading solutions and systems may now be
strategically exported into the commercial and industrial sectors.
The commercial and industrial sectors are only beginning to transition
their transactions to an online environment. Through the use of online catalogue
systems, auction and reverse-auction platforms and simple bulletin-board style
sales and purchasing listings, businesses are slowly realizing the great
potential of online transactions. Belzberg acquired eContracts, Inc., a Canadian
online reverse-auction platform currently working with both industrial and
commercial clients in both Canada and the U.S. eContracts, Inc. to give us an
entrance into these sectors and an online reverse-auction platform from which to
develop our technology. We see the evolution of these online processes into an
integrated online exchange-type marketplace, based on Belzberg's financial
industry's bid/ask exchange technologies. It will be our ability to manage
transactions for commodities and services through our high-speed clearinghouse
type web platforms, offering unprecedented price transparency, low-cost
information, global exposure and intelligent routing and matching of buyers and
suppliers, that will set us apart from the competition.
Industrial Sector
Industrial sectors include all types of heavy, medium and light
industrial manufacturing operations. Particular emphasis will be given to those
industries, which require high volumes of raw material commodity inputs and
significant maintenance materials usage. Examples of such industries include
metals and mining, oil and gas, food and beverage and the chemical manufacturing
sectors. By way of example, eContracts recently concluded an online competitive
bid for Stelco, Inc., Canada's largest steel maker, for the purchase of their
annual tire and tire related services contract valued at over $1 Million. The
3-hour event concluded with Stelco achieving an unprecedented 29% savings over
past prices and traditional purchasing methods. This savings showcases the
powerful competitive dynamics of the online bidding model and the potential of
an integrated online approach with this process as just one facet is staggering.
eContracts continues to work with Stelco as well as several other Canadian and
US steel mills.
Non-industrial/Commercial Sector
Non-industrial or commercial applications include government, retail
sector and professional offices opportunities. Examples of such opportunities
include the potential for legal and accounting firm purchasing alliances for
such items as paper and office supplies, printing and courier services, real
estate expenditures and more. Initial talks have been held with a group
including two legal firms and a large accounting firm about the establishment of
an office-tower purchasing group that would utilize the eContracts online
platform for their combined purchases. Another good example of commercial or
non-industrial applications is eContracts continuing relationship with The
County of Allegheny, the largest county in Pennsylvania. The County has held two
online bidding events for the fulfillment of a $500,000 Janitorial Supplies
contract and $80,000 worth of Parks and Recreation chemicals. Additional
upcoming events are being scheduled for other purchases including line paint for
roadways, heating oil, laboratory testing kits, and more. It is important to
note that Allegheny County is one of only a handful of County Governments that
have tried online purchasing. There are thousands of Counties in the U.S. that
can be targeted once the process and systems are optimized through our Allegheny
County relationship.
-22-
Utilizing eContracts reverse-auction platform as a base, the transfer
of our technology into the commercial and industrial sectors has already begun.
The eContracts software is currently being translated by our personnel into a
more dynamic java based language that will allow the faster implementation of
trading style modules based on our systems. The eventual creation of online
trading opportunities for commodity-type goods and services based on the
financial industry model is our ultimate goal.
Competition
The market for our products and services is becoming increasingly
competitive. The widespread adoption of open standards may make it easier for
new market entrants and existing competitors to introduce products that compete
against ours. We believe that we will compete primarily on the basis of the
quality, functionality, ease of integration of our product and the price of our
services. As a provider of a comprehensive Internet solution to financial
institutions and other e-Commerce businesses, we assess potential competitors
based primarily on their management, functionality and range of services, the
security and scalability of their architecture, and their client base,
geographic focus and capitalization.
Our current and potential competitors include:
o Software Vendors Focused on Financial Institutions: Our competitors
include ITG, Inc., NYFIX, Inc., Reuters Group Plc, and Bloomberg. In
addition, various companies active in the Internet banking and
brokerage businesses with a primary focus on back-end processing,
middleware or front-end personal computer platforms for retail Internet
banking are potential competitors. These include companies such as S1
Corporation and TIBCO Software.
o Financial Institutions with In-house Solutions: Financial institutions
that develop their own in-house solution with internal expertise and
outsourced service providers and products are a primary source of
competition. These include Celestial Securities Limited's wireless
trading service in Hong Kong; the wireless trading capability developed
by Fidelity using Research In Motion's two-way pagers and the wireless
trading service offered by DLJ Direct in the U.S.; the wireless
brokerage service provided by the on-line broker Fimatex in France; and
a wireless banking service offered by Barclays in the U.K.
o Competitors in the B2B order management solutions business include
Ariba, Inc., WebMethods, Free Markets Inc., MaterialNet Inc. and
Procuri Inc.
Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger customer bases than we
do. Our present or future competitors may be able to develop products comparable
or superior to those we offer, adapt more quickly than we do to new
technologies, evolving industry trends or customer requirements, or devote
greater resources to the development, promotion and sale of their products than
we do. Accordingly, we may not be able to compete effectively in our markets,
competition may intensify and harm our business and operating results. If we are
not successful in developing enhancements to existing products and new products
in a timely manner, achieving customer acceptance or generating higher average
selling prices, our gross margins may decline, and our business and operating
results may suffer.
Marketing Channels
We sell our products and services using our own dedicated and
experienced sales force with private contacts in the securities industry. Our
sales force includes sales and marketing departments in New York and Canada.
-23-
Intellectual Property
We protect our proprietary technology through a combination of
contractual confidentiality provisions, trade secrets and patent, copyright and
trademark laws. In January of 1999, we were granted United States Patent Number
5,864,827 for a System and Method for Providing an Information Gateway. The
patent protects our e-Commerce Gateway, a system that translates the information
from a customer or broker's computer system to the information in a financial
market's computer system. It receives an acknowledgment from the financial
market and translates it back to the customer's system. The technology
facilitates electronic stock trading by allowing customers to access any market
they choose from a single screen.
As part of our confidentiality procedures, we generally require our
employees, clients and potential business partners to enter into confidentiality
and nondisclosure agreements before we will disclose any sensitive aspects of
our products, technology or business plans. In addition, we generally require
employees to agree to surrender to us any proprietary information, inventions or
other intellectual property they generate or come to possess while employed by
us. These efforts afford only limited protection.
There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. It is possible that
in the future, third parties may claim that we or our current or potential
future products infringe their intellectual property. We expect that software
product developers and providers of Internet-related solutions will increasingly
be subject to infringement claims as the number of products and competitors in
our industry grows and the functionality of products in different industries
increasingly overlaps.
Description of Property
We currently lease approximately 22,000 square feet at 40 King Street
West, Toronto, Ontario. This facility currently houses our technical,
administrative and executive offices. We also lease approximately 6,500 square
feet at 55 Broad Street, New York, New York and approximately 1,000 square feet
at 141 West Jackson Blvd., Chicago, Illinois.
The following sets forth additional information concerning our
facilities:
Expiration Date of Approximate Number
Location Principal Use Lease of Square Feet
40 King Street West Technical, administrative October 31, 2009 22,000
Toronto, Ontario and executive offices
55 Broad Street Marketing, service and support January 31, 2008 6,500
New York, New York offices
141 West Jackson Blvd. Electronic Brokerage Systems, July 31, 2002 1,000
Chicago, Illinois Inc. headquarters, marketing
offices
-24-
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTUS
The following discussion of our financial condition and results of
operations should be read in conjunction with the financial statements and notes
thereto included elsewhere in this Form 20-F. This document contains certain
forward-looking statements including, among others, anticipated trends in the
our financial condition and results of operations and our business strategy.
These forward-looking statements are based largely on our current expectations
and are subject to a number of risks and uncertainties. Actual results could
differ materially from these forward-looking statements. Important factors to
consider in evaluating such forward-looking statements include (i) changes in
external competitive market factors or in our internal budgeting process which
might impact trends in our results of operations; (ii) unanticipated working
capital or other cash requirements; (iii) changes in our business strategy or an
inability to execute our strategy due to unanticipated changes in the industries
in which we operate; and (iv) various competitive factors that may prevent us
from competing successfully in the marketplace.
We derive our revenue from software and data rental, software
development and installation, and transactions fees.
Software and Data Rental
Generally, software and data rental consists of repeating monthly flat
rate charges to customers that are based upon the numbers of users of our system
or the number of terminals in use at that customer's premises. These charges do
not vary with volume and generally are based upon one year or longer-term
contracts. These customers are either in our Toronto or New York operations, and
our loss rate of customers has been insignificant.
In more recently acquired customers, if market conditions permit, we
attempt to have new contracts specify fees based upon the greater of a charge
per share, or a basic monthly charge. The number of new contracts structured
upon this new basis is currently not significant.
We expect this model to improve both our gross revenue and our net
profit over time, depending on how widely this model is accepted by our
customers.
Software Development and Installation
There are two types of revenue in this category. When we install a new
customer, there is generally a small installation charge, and in certain cases,
the installation charge can be greater. This one-time charge is intended to
recover the initial labor and materials cost of installing our system. Revenue
from these installations is not significant, and in order to properly match
revenues and expenses, these revenues are recognized when our system is
operational and when the customer has commenced using our systems, which is
approximately the time frame in which the expense of installation is incurred.
In certain other cases, we will undertake to create some custom
software, but only for customers that request this customization as part of a
commitment to install our systems. The number of contracts to create software
are very limited in number, as we do not regard ourselves as in the business of
creating software for customers. This revenue is recognized on a percentage of
completion basis as the software is delivered to the customer, is accepted by
the customer, and access to our systems progresses.
-25-
Transaction Fees
Transaction fees are either charges to customers based on a fee per
share transacted through our routing systems, or on a fee per trade transacted
through our routing systems. The fee per trade model has only recently been
implemented and revenue from this model is currently insignificant. We do not
expect this model to affect our revenue stream significantly as it is only used
as a sales tool to give greater flexibility to our sales efforts.
All revenue from our Chicago operation is based on transaction fees. We
expect that transaction fees will continue to grow at a faster rate than monthly
software and data rental revenue. Revenue based upon transaction fees is often
more acceptable to customers as their volumes bear direct costs in relation to
those volumes, rather than a basic charge which does not fluctuate with volume.
We find that transaction fee revenue is often more profitable than monthly
repeating fees, as the customers have less resistance to fees that mirror their
activity.
Transaction fees through our Chicago operation also have the potential
to be more profitable as the volume per customer tends to be greater, while the
costs remain equivalent.
We commenced with our transaction fee model in June 1999 and the
revenues from this model have grown steadily, increasing from $643,912 in 1999
to $3,276,096 in 2000. Although we have found the demand for flat rate charges
continuing to be strong, we expect that transaction fee revenue will increase at
a greater pace. As this type of revenue is more profitable, this trend will
positively impact our bottom line. Because we have a base charge in many
contracts, we do not expect any large variation in revenues as a result of
fluctuations in volume due to hot markets or downturn markets.
Overview of Year 2000
In 2000, the Company experienced significant growth in many areas,
including a doubling of revenue, a large increase in staff and facilities, the
acquisition of eContracts Inc., and the acquisition of the remaining minority
interest in Electronic Brokerage Systems Inc. All companies in the group are now
100% owned subsidiaries.
Revenue increased by 102.4% over the previous year to $12.0 million
from $5.9 million in 1999. Operating expenses on a percentage basis were 108.1%
of sales in 1999 and dropped to 60.5% of sales in 2000. Research and
development expenditures dropped from 30.4% of sales in 1999 to 16.8% of sales
in 2000.
Earnings before other expenses, interest, taxes, depreciation and
amortization, of $1.1 million (10% of sales) in 2000 compare to a loss of $2.4
million in 1999. The Company's balance sheet also improved over the year. Liquid
assets (cash and receivables) increased in 2000 to $10.5 million from $1.5
million in 1999. An additional $4.8 million was added to this amount by a
private placement, which closed in January 2001, subsequent to the year-end.
Following shareholder approval at the Company's 2000 Annual and Special
Meeting, the Company changed its name to Belzberg Technologies Inc to better
reflect the diversity of its operations. In addition, the common shares of the
Company were split on a 5:1 basis to bring greater liquidity to its
shareholders, and a formal stock option plan was approved.
In November 2000, the Company's shares began trading on the Toronto
Stock Exchange under the symbol BLZ. The Company also filed Registration
Statement 20-F with the Securities and Exchange Commission, the first step
necessary to be listed in the United States as a foreign issuer.
-26-
Shareholders' equity was increased through private placements and the
exercise of options by management and staff totaling $10.8 million and an
additional private placement of $4.8 million, completed in January 2001.
Acquisitions
eContracts Inc.
In July 2000, the Company acquired all of the outstanding shares of
eContracts Inc. for cash consideration of $150,000, and the issuance of 46,500
common shares from Treasury at a price of $9.00 per share. The shares are to be
issued in four separate installments by December 31, 2002. The first two
installments were issued by December 31, 2000 and the remaining two are
conditional upon key management remaining. They will be recorded, when issued,
as `employee compensation' and amortized over the period until the shares are
actually issued. For the period up to December 31, 2000, this compensation
expense amounted to $56,940 and was recorded as an addition to share capital and
as an employee expense.
eContracts is a business-to-business (B2B) marketplace and developer of
online procurement and supply chain integration solutions. It provides an
internet-based, online negotiations platform allowing buyers and sellers to
participate in real-time bidding sessions for industrial parts, raw materials
and services.
Electronic Brokerage Systems, Inc.
In July 2000, the Corporation acquired the remaining 25% minority
interest in this Company for the sum of $450,000 paid by the issuance of 50,000
common shares from Treasury at a price of $9.00 per share.
Electronic Brokerage Systems (EBS) gives Belzberg Technologies greater
connectivity in the North American equity and options markets and is a key
component of the Company's strategy. EBS is a broker-dealer and is a member of
the Chicago Board Options Exchange (CBOE) and, subsequent to year-end, the
National Association of Securities Dealers (NASD).
As a result of this acquisition, the Company is embarking upon a
significant upgrading of the EBS facilities, thereby adding a third major
component to the Company's seamless Toronto and New York (and now Chicago)
network.
Operating Results
Revenues
Revenues by Country for the years ended December 31,
($ 000s) 2000 % Change 1999 % Change 1998
- -------- ---- -------- ---- --------- ----
Canada $6,135 147.5% $2,479 62.5% $1,526
USA $5,817 69.8% $3,425 39.8% $2,450
Gross revenue increased from $4.0 million in 1998 to $6.0 million in
1999 (an increase of 50%), and to $12.0 million in 2000 (an increase of 100%).
Revenue growth occurred in both US and Canadian operations, as illustrated in
the chart above.
-27-
Revenues by Segment
For the years ended December 31
% of % of % of
Total Total Total
($ 000s) 2000 Revenues* % Change 1999 Revenues % Change 1998 Revenues*
-------- ---- ---------- -------- ---- ---------- -------- ---- -----------
Recurring
Subscription Fees $ 6,227 52% 38% $4,526 77% 44.5% $3,132 79%
Transaction Fees $ 3,276 27% 408% $ 644 11% -- $ 0 0%
Software
Development &
Installation $ 1,909 16% 186% $ 668 11% 45% $ 460 12%
Other $ 540 5% 718% $ 66 1% (83%) $ 384 9%
Totals $11,952 102% $5,904 48% $3,976
Belzberg derives its revenues from three primary sources. Beginning in
the second half of 1999, the Company established a transaction-based fee model
with a number of its clients, in addition to its subscription service. In the
subscription service model, clients pay a monthly fee to be connected to the
Belzberg Gateway. In 2000, 52% of the Company's revenue originated from
subscription based fees as compared to 1999, when 77% of its revenue was
received on this basis. This trend, evidenced in a growing market, reflects the
increasing acceptance and success of the transaction-based model, which is
rapidly overtaking subscription-based revenues. In 2000, the first full year of
operation for the transaction model, the Company earned $3.3 million, or 27% of
its annual revenues from this revenue source. This percentage should increase as
the Company's new Options ECN, based upon the transaction fee model, begins to
generate revenues. Other activities, which include custom software development
and related services, accounted for approximately 12% of revenue in 1999 and 21%
in 2000. The Company expects this revenue stream to be a significantly smaller
percentage of the overall business in future years.
Since acquiring the eContracts division in the second half of the year,
the Company's focus was on integrating it into the overall operation of the
Company. This required initial upgrading and revision of its Internet platform
to Belzberg standards. The Company is implementing a number of technical
improvements to eContracts, which should add a great deal of flexibility and
ease of use for both bidders and purchasers. This effort will continue through
2001. Sales efforts will commence in 2001.
-28-
Revenues by Country and Segment
For the years ended December 31
2000 1999 1998
---- ---- ----
($000s) Subscription Transaction Subscription Transaction Subscription Transaction
Fee Revenue Fee Revenue Fee Revenue Fee Revenue Fee Revenue Fee Revenue
----------- ----------- ----------- ----------- ----------- -----------
Canadian Operations $3,358 $ 558 $2,012 $203 $1,115 $0
US Operations $2,869 $2,781 $2,514 $441 $2,017 $0
Totals $6,227 $3,276 $4,526 $644 $3,132 $0
Cost of Revenues
Gross Profit for the years ended December 31
2000 1999 1998
---- ---- ----
Revenue $11,952 $5,904 $3,976
Cost of Revenue $ 4,532 $2,173 $1,164
Gross Profit $ 7,420 $3,731 $2,812
Gross Profit % 62% 63% 71%
In 1997 the Company created the initial platform of the infrastructure
that exists today. This resulted in a large increase in capacity and in revenues
in 1998, resulting in an unusually high gross profit in 1998.
In mid-1999, the transaction fee model was established which resulted
initially in an increase in direct costs and a lower gross margin over the year
because of the increase in capacity. Transaction fees were first recorded in the
third quarter of 1999.
In the third quarter of 1999, the Company established operations in
Chicago, which again necessitated an increase in direct costs and a lower gross
margin over the year. A meaningful increase in order flow through Chicago
started in the fourth quarter.
As the Company continues to expand its markets and capacity, direct
costs are also expected to stabilize.
The change in the Company's revenue mix, with an increasing proportion
being generated by transaction fees, is not expected to have a significant
effect on the gross margin. Costs do not vary in relation to the change in mix
of recurring revenues, as the different core revenue sources do not have
directly attributable costs.
-29-
Selling, general and administrative expense as a Percentage of Revenue
For the years ended December 31
Operating Expenses 2000 1999 1998
---- ---- ----
Revenue $11,952 $5,904 $3,976
Sales and marketing, and Administrative $ 5,593 $4,343 $2,705
Expenses
% of Sales 47% 74% 68%
The Company's rapid expansion is also reflected in the increases in
Sales and marketing expenses, and in Administrative expenses. These expenses are
increasing as the Company establishes an infrastructure to support its sales
efforts and the administrative overhead necessary for a larger enterprise.
However, the rate of growth of these expenses is not significant in
comparison to the growth in sales and size of the Corporation.
The number of employees of the Company grew from 32 in 1998, to 48 in
1999, to 78 in 2000. We currently have 108 employees.
Research and development
Table of Research and Development as a Percentage of Revenues
For the years ended December 31
2000 1999 1998
---- ---- ----
Revenue $11,952 $5,904 $3,976
Research and development Expenditures $ 2,010 $1,794 $1,092
% of Sales 17% 30% 28%
In order to continue to expand the connectivity to markets and increase
its customer base, the Company is committed to continuing its research and
development program and continues to employ more people in this area.
Expenditures rose from $1.1 million in 1998 to $1.8 million in 1999 and to $2.0
million in 2000. This is an increase of 64% and 12% respectively. However, as
indicated in the table above as a percentage of revenue, research and
development has dropped from 28% of revenues in 1998 to 17% of revenues in
2000.
The excellence of the Company's products is a result of the continued
research and development program. As the revenues of the Company increase,
although the expenditures on research and development will grow, the amount
spent will decrease as a percentage of revenues.
Research and development is conducted at the Company's offices in
Toronto, Canada. The Canadian federal and provincial governments support
research and development through a series of refunds based on a percentage of
expenditures and/or credits against income taxes payable. The Company follows
the policy of not recording such benefits until the amount and timing of such
refunds are reasonably assured. In 2000, the Company recorded the benefit of
$1.2 million as a reduction in research and development expenses. As the Company
is now listed on the Toronto Stock Exchange, future reimbursements will only be
obtainable as a credit against income taxes payable in Canada.
-30-
Capital Assets & Amortization
Capital asset acquisitions were $151,000 in 1998, $583,000 in 1999, and
$3.9 million in 2000. These expenditures included infrastructure and
connectivity improvements for our customers, to the Company's offices in
Chicago, New York, and Toronto. Other expenditures were for leasehold
improvements and furniture.
Belzberg operates a large enterprise network providing connectivity
between its clients, its offices, and high-speed access to a multitude of
destinations for live trade execution. The Company's core network consists of a
high-speed triangle formed between Toronto, New York and Chicago. From this
network, the Company's customers can reach any other node of the network as
required.
Amortization of these assets is usually on a three-year straight-line
basis, except for leasehold improvements and certain furniture. The increase in
amortization expense from $106,000 in 1998, to $220,000 in 1999, and to $794,000
in 2000 is a reflection of these expenditures.
Capital Leasing and Interest on Obligations Under Capital Lease
Interest on capital leases was $30,000 in 1998, $25,000 in 1999, and
$166,000 in 2000. Because of the significant amount of expenditures on capital
assets necessitated by expansion of its infrastructure, the Company decided in
the fourth quarter of 2000 to finance the acquisition of capital assets through
a capital leasing program instead of paying cash. This change in policy resulted
in an increase in assets acquired under capital lease from $432,000 at the end
of 1999 to $3.2 million at the end of 2000.
Capital lease obligations increased from $409,000 at the end of 1999 to
$2.3 million at the end of 2000. The term of these lease obligations closely
parallels the amortization policy on these assets, thereby matching the payment
for these assets against their use.
Stock Exchange Listing Costs
The costs of the Company's listing on the Toronto Stock Exchange (TSE)
in November 2000 and the filing of Form 20-F to the Securities and Exchange
Commission (SEC) have been shown as a separate line item, as they are
non-recurring. The Company's application to the SEC as a Foreign Issuer is
proceeding in 2001 but no significant additional costs are expected.
Foreign Exchange
The Company is based in Canada and operates in both Canada and the US.
It earns revenues, therefore, in both the Canadian and American dollar and
incurs expenses in both, depending on the source and location of the subsidiary
engaging in the transaction. The Company reports its financial results in
Canadian dollars.
The gain/loss on any currency conversion has not been a significant
factor in the Company's profit or loss nor is it expected to be in the future.
-31-
Analysis of Operations
For the years ended December 31
($000s) 2000 % of Revenues 1999 % of Revenues 1998 % of Revenues
- ------- ---- ------------- ---- -------------- ---- -------------
Revenue $11,952 $5,904 $3,976
Gross profit $ 7,420 62.1% $3,731 63.2% $2,812 71%
Total Operating expenses $ 7,236 60.5% $6,381 108.1% $3,934 99%
Sales and marketing $ 2,801 23.4% $1,874 31.7% $1,316 8%
Administrative $ 2,793 23.4% $2,469 41.8% $1,388 35%
Research and Development $ 2,011 16.8% $1,794 30.4% $1,092 27%
Expenditures
As can be seen from this chart, the Company's revenues continue to
increase at significant rates, while the cost of sales and all other expenses
decreased as a percentage of sales from 1999 to 2000.
Earnings Before Other Expenses, Interest, Taxes, and Amortization
For the years ended December 31
2000 1999 1998
---- ---- ----
Net Loss $ (346,062) $(2,659,068) $(1,122,057)
Interest on Long Term Debt 166,393 25,123 30,154
Income Taxes 5,063 9,019 244
Amortization 842,276 219,591 106,238
Deferred Stock Compensation Expense 56,940 - -
Stock Exchange Listing Costs 525,198 - -
Earnings (Loss) Before Other Expenses, Interest, $1,249,808 ($2,405,335) ($985,421)
Taxes and Amortization
Comparison of 2000 to 1999
Earnings Before Other Expenses, Interest, Taxes and Amortization in
2000 is $1.25 million, as compared to a 1999 loss of $2.4 million. The Company
is very confident about our future growth even while absorbing the costs of a
rapid expansion.
-32-
Comparison of 1999 to 1998
Losses Before Other Expenses, Interest, Taxes and Amortization of $2.4
million and $1million in 1999 and 1998, respectively, resulted from the large
expansions in those years, in comparison to the revenues of the Company.
Increases in revenues in 2000 were made possible by these large expenditures.
Liquidity and Capital Resources
In 2000, the Company achieved a significant improvement in liquidity.
As at December 31, 2000 the Company had over $5.6 million in cash and short-term
investments, as compared to bank indebtedness at December 31, 1999 of $17,000.
Accounts receivable of $3.8 million and amounts receivable of $1.2 million for a
total of $5 million at December 31, 2000 compared to $1.5 million a year
earlier.
Subsequent to year-end, a private placement netting $4.8 million was
completed through the issuance of 333,334 shares from Treasury.
As at December 31, 2000, a new bank line of credit of $1.0 million plus
$1.0 million for letters of credit (if required), had been arranged, but not
utilized. The Company arranged this credit facility for contingencies.
The Company is debt-free except for capital lease obligations.
Improvement in Shareholders' Equity
Shareholder's equity as at December 31, 2000 was $10.7 million compared
to a deficiency at December 31, 1999 of $2.5 million.
In 1999, the Company issued 825,000 common shares upon the exercise of
share options by employees and directors for proceeds of $775,000. In 2000, the
Company issued 899,000 common shares upon the exercise of share options by
employees and directors for proceeds of $3.2 million.
In 2000, the Company issued 2,088,800 common shares from Treasury for
net proceeds of $8.3 million in private placements.
Stock Based Compensation
The Company has a policy of granting employee and management stock
options. Stock options are not issued as employee compensation but rather are
considered as an inducement by the Company to its employees to share in the
future growth of the Company. Stock options serve as a powerful tool to attract
and retain key employees and helps to align the interests of employees with
shareholders.
Stock options are issued at the fair market value or greater at the
date of their issuance. Granting, vesting, and expiry of options are governed by
the Company's stock option plan adopted at the Company's Annual and Special
General meeting in June 2000. Vesting for new options issued is usually over a
three-year period, and is usually contingent on the employee remaining employed
by the Company.
As at December 31, 2000, the Company had 3,889,500 options outstanding
to all parties with exercise prices ranging from $3.00 to $18.00 per share.
3,130,500 of those options were vested. This compares to 3,397,500 options
outstanding at December 31, 1999 of which 3,247,000 were vested.
-33-
Warrants
The Company has 1,800,000 warrants outstanding that were issued in
conjunction with the private placements received in 2000, each warrant allowing
the holder to purchase one common share at a weighted average price of $6.38.
Compensation Expense
Under US GAAP, options issued to persons who are not employees or
directors of the Company are valued under the Black-Scholes method. The
valuation obtained is considered as additional deferred stock compensation, and
is amortized over the life of the option as an additional expense. This expense
under U.S. GAAP was $460,841 in 2000.
Research and Development
It is the Company's policy to maintain on staff a permanent research &
development department, that furthers the development of the Company's products.
This department has grown over the past three years, but is not expected to
continue these significant increases in the near term.
Expenditures, which were primarily wages, were $1,092,000 in 1998,
$1,794,000 in 1999, and $2,011,000 in 2000. Expenditures are expected to
continue at the year 2000 pace with modest increases.
Trends
There are currently no identifiable trends that would alter the current
policy, nor are there any outstanding commitments, other than employment and
consulting contracts in the normal course of business, that would have a
significant effect on the company, its use of cash, or its operations.
The Company is unable to determine any effect in the near future if it
would make any change in its Research & Development policy, although in the long
term, Belzberg is determined to maintain its competitive advantage by continuing
to support a strong effort in research & development.
The Company claims refunds of a portion of these expenditures from the
Canadian Government as part of the Canadian Governments' support of Research &
Development in Canada. Income from these refunds is only recognized at the time
the amount to be received can be assured. The Company expects to collect the
refund in 2001 based upon its claims for past years expenditures.
Starting in 2001, Belzberg will receive an offset against future income
taxes payable, rather than a refund. The amounts cannot be determined at this
time.
-34-
Goodwill
In the year ended December 31, 2000, Belzberg had goodwill of $800,350.
Part of the goodwill arose from the acquisition in July 2000 of the 25% of
Electronic Brokerage Systems Inc. that was held by a minority interest at a cost
of $450,000 through the issuance of capital stock. Electronic Brokerage Systems,
Inc. is expanding its presence as a Broker-Dealer in the Securities industry in
the United States and is already providing a significant addition to the
revenue, connectivity and profits of Belzberg. Effort will continue to be put
into expanding this subsidiary's presence and connectivity.
The balance of the goodwill arose from the acquisition of eContracts,
Inc, an online web-based facility that markets to industrial, commercial and
public organizations, the ability to procure supplies or materials through an
interactive auction bidding site. The auctions are held at specific times and
suppliers are encouraged to participate in the auction in an effort to bid the
lowest price and gain the contract. eContracts intends to charge a percentage of
the bid amount to the purchasing organization. The first such auction was held
in late 1999 and Belzberg feels that eContracts has the potential to gain a
significant foothold in the Business to Business services area. Goodwill is
amortized equally over a 7 year period.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and senior management. The following table sets forth certain
information concerning our directors and senior management:
Name Age Position
- ---- --- --------
Sidney H. Belzberg 42 Chairman and Chief Executive Officer
& Director
Alicia Belzberg 47 Executive Vice President, Secretary
and Director
Donald W. Wilson 49 Chief Operating Officer and Director
Lawrence J. Cyna 52 Chief Financial Officer and Director
Stephen Sadler 49 Director
Dr. William Gnam 38 Director
John L. Engels 64 Director
Set forth below is a biographical description of our directors and
senior management based on information supplied by each of them.
Sidney H. Belzberg, has been the Chairman and Chief Executive Officer
since he co-founded Belzberg in 1993. Mr. Belzberg is married to Alicia
Belzberg. From 1987 to 1992, Mr. Belzberg was President of Eastern Datacom
Systems Ltd. Mr. Belzberg holds a Bachelor of Science degree from the University
of Alberta.
Alicia Belzberg, has been the Executive Vice President, Secretary and a
Director since she co-founded Belzberg in 1993. Ms. Belzberg is married to Mr.
Belzberg. From 1989 to 1992, Ms. Belzberg was General Manager of Eastern Datacom
Systems Ltd. Ms. Belzberg holds a Bachelor of Arts degree from Concordia
University.
-35-
Donald W. Wilson, has served as Chief Operating Officer of Belzberg
since June 1994. Prior to joining the Company, from 1991 to 1994, Mr. Wilson was
employed at Gordon Capital Corporation, in Toronto, Canada, where he was Manager
of Information Systems. Mr. Wilson holds a Masters degree in Music from the
University of Toronto.
Lawrence J. Cyna, has served as Chief Financial Officer of Belzberg
since April 1999. Prior to joining Belzberg, Mr. Cyna was a Senior Partner at
Cyna & Co., Chartered Accountants, in Toronto, Canada. Mr. Cyna is a Chartered
Accountant and recipient of the Founder's Prize for academic achievement from
the Canadian Institute of Chartered Accountants. Mr. Cyna is also a Certified
Public Accountant, having obtained his accreditation from the American Institute
of Certified Public Accountants with distinction in 1999.
Stephen Sadler, has been a Director of Belzberg since October 28, 1997.
Since 1997, Mr. Sadler has been the Chairman and CEO of Enghouse Systems
Limited, a world leading software engineering company that develops Geographic
Information Systems based solutions for Telecommunications and Utility
companies. He is also Chairman of Helix Investments Corporation, a venture
capital firm, a position which he has held since 1997. Mr. Sadler served as
President and CEO of Geac Computer Corporation from 1990 to 1996, as Vice
Chairman from 1996 to 1998, and as Senior Advisor in 1999. Mr. Sadler is
currently a director of several high-tech private and public companies,
including Open Text Corporation, a leading provider of collaborative commerce
applications, such as Livelink(R), and Cyberplex Multimedia Inc., one of North
America's leading Internet professional services companies. Mr. Sadler has a
Master of Business Administration degree, Chartered Accountant's designation,
and Honours Bachelor's degree in Applied Science and Engineering .
Dr. William H. Gnam, has been a Director of Belzberg since June 13,
1994. Dr. Gnam is a Harvard- trained economist and a researcher at the
University of Toronto. He has a Master of Science degree from Oxford University,
England, where he was a Rhodes scholar, and a Medical Doctor degree from
University of Calgary.
John L. Engels, has been a Director of Belzberg since June 28, 2001.
Mr. Engel has been the Chairman and Chief Executive Officer of Letteau Ltd.
since 1976. Mr. Engels is also Chairman of Assets International Inc., a
publisher of financial service industry publications. Prior to 1996, Mr. Engels
managed the North American Securities Division of UBS Securities beginning in
1987. In addition, Mr. Engels ran the Equities Division of First Boston
Corporation from 1982 to 1987.
Directors and Committees
The term of office of each director is until the next annual meeting of
stockholders and until a successor is elected and qualified or until the
director's death, resignation or removal from office. Executive officers hold
office until their successors are chosen and qualified, subject to earlier
removal by the board of directors.
We have (i) an Audit Committee composed of Alicia Belzberg, Dr. William
Gnam and Stephen Sadler, and (ii) a Compensation Committee composed of William
Gnam and Stephen Sadler.
The Compensation Committee is responsible for reviewing the level and
form of compensation payable to the senior officers of Belzberg and for
establishing the human resource and conduct policies of the Company.
-36-
The Audit Committee oversees our financial reporting process and
internal controls and consults with management and the independent auditors on
matters related to the annual audit, accounting policies and the audit
procedures being applied.
Employment Agreements
Belzberg and Donald W. Wilson are parties to an employment agreement,
dated as of August 15, 1996. The employment agreement terminates on the date
that the following first occurs:
o For cause
o By Mr. Wilson upon written notice
o By Belzberg provided that twenty-four (24) months prior written notice
or payment in lieu of such notice is given.
The employment agreement provides for a base salary of Cdn.$144,000 per year,
which may be increased annually at the board of directors' sole discretion. In
addition, the board of directors at its discretion may also pay bonuses to Mr.
Wilson from time to time. Mr. Wilson is entitled to participate in any benefit
or stock option plan the Company may have.
The employment agreement also contains a prohibition against competing
with the Company for a period of three (3) years after the termination of the
agreement.
Belzberg and Lawrence J. Cyna, C.A., are parties to an employment
agreement, dated as of April 6, 1999. The employment agreement terminates on the
date that the following first occurs:
o For cause
o By Mr. Cyna upon written notice
o By Belzberg, provided that the initial contract of 36 months (and
thereafter 12 months) prior written notice or payment in lieu of such
notice is given.
The employment agreement provides for a base salary of Cdn.$250,000 per year,
which may be increased annually at the board of directors' sole discretion. In
addition, the board of directors at its discretion may also pay bonuses to Mr.
Cyna from time to time. Mr. Cyna is entitled to participate in any benefit or
stock option plan the Company may have, and is entitled to an additional 50,000
options for a five year period on each anniversary date of the signing of his
employment contract.
-37-
Summary Compensation Table
The following table sets forth certain information regarding
compensation we paid to our senior management during the years ending December
31, 2000, 1999, and 1998.
==================================================================================================================================
Annual Compensation Long-Term Compensation Awards
------------------------------------------------------------------------------
Awards Payouts
--------------------------------------
Securities Restricted
Under Shares or
Other Annual Options Restricted LTIP All Other
Name and Principal Salary Bonus Compensation Granted Share Units Payouts Compensation
Position Year (Cdn.$) ($) ($) # ($) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
Sidney H. Belzberg, 2000 310,696 Nil Nil Nil Nil Nil
Chairman, President, 1999 315,816 Nil Nil 550,000 Nil Nil Nil
and Chief 1998 214,788 Nil Nil Nil Nil Nil Nil
Executive Officer Nil
- ----------------------------------------------------------------------------------------------------------------------------------
Alicia Belzberg, 2000 298,685 Nil Nil Nil Nil Nil
Executive Vice 1999 310,993 Nil Nil 550,000 Nil Nil Nil
President 1998 222,203 Nil Nil Nil Nil Nil Nil
- ----------------------------------------------------------------------------------------------------------------------------------
Donald W. Wilson, 2000 247,685 Nil Nil Nil Nil Nil
Chief Operating 1999 234,471 Nil Nil 550,000 Nil Nil Nil
Officer 1998 214,788 Nil Nil Nil Nil Nil Nil
- ----------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Cyna, 2000 168,919 Nil Nil Nil Nil Nil Nil
Chief Financial 1999 51,189 Nil Nil Nil Nil Nil Nil
Officer
==================================================================================================================================
Options Granted During the Most Recent Financial Year. The following
table sets out certain information relating to options granted during the most
recent financial year to our senior management:
======================================================================================================
Percent of
Number of Total
Securities Options/SARS
Underlying Granted to Exercise or
Options/SARS Employees in Base Price
Name Granted # Fiscal Year ($/Share) Expiration Date
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Lawrence J. Cyna 50,000 3.59% $10.00 April 9, 2007
Chief Financial Officer
======================================================================================================
-38-
Aggregate Options Exercised During the Most Recently Completed
Financial Year and Financial Year-End Option Values. The following table sets
out certain information relating to options exercised by our senior management
during the most recent financial year and the value of unexercised in-the-money
options held by such person as of December 31, 2000:
============================================================================================================================
Securities Unexercised Options at Value of Unexercised
Acquired on Aggregate Value FY-End in-the-Money Options at FY-End
Exercise Realized (#) (US$)
Name (#) (US$) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
Sidney H. Belzberg, 200,000 1,554,000 500,000/Nil 3,209,500/Nil
Chairman, President and
Chief Executive Officer
- ----------------------------------------------------------------------------------------------------------------------------
Alicia Belzberg, Executive 200,000 1,554,000 500,000/Nil 3,209,500/Nil
Vice President
- ----------------------------------------------------------------------------------------------------------------------------
Donald W. Wilson, 200,000 1,554,000 500,000/Nil 3,209,500/Nil
Chief Operating Officer
- ----------------------------------------------------------------------------------------------------------------------------
Lawrence Cyna, 250,000 1,879,000 50,000/Nil 150,000/Nil
Chief Financial Officer
- ----------------------------------------------------------------------------------------------------------------------------
Dr. William Gnam, Nil Nil 50,000/Nil 250,000/Nil
Director
- ----------------------------------------------------------------------------------------------------------------------------
Stephen Sadler, 175,000 700,000 175,000/Nil Nil
Director
============================================================================================================================
Compensation of Directors. Our directors who are not officers or
employees receive cash compensation of $10,000 per annum and $1,000 per meeting
attended in person and $500 per meeting attended by telephone for services
provided in their capacities as directors. In addition, we reimburse directors
for expenses incurred by them in their capacity as directors for attending
meetings. We currently do not maintain directors and officers liability
insurance for our directors and officers.
Stock Option Plan. Our directors adopted the 2000 Stock Option Plan.
Stock options are not issued as employee compensation but rather are considered
as our inducement to our employees to share in our future growth. We have a well
trained, loyal and technologically advanced workforce. Stock options are an
important tool in attracting and maintaining this highly skilled group of
people.
Under the 2000 Stock Option Plan, 6,000,000 shares of common stock
have been authorized for issuance as incentive stock options or non-incentive
stock options. At December 31, 2000, 4,789,000 options have been granted. Under
the 2000 Stock Option Plan, options may be granted, at the discretion of our
audit or compensation committees, to key employees, officers, directors or
consultants of Belzberg.
Stock options are issued at the fair market value or greater at the
date of their issuance. Granting, vesting and expiry of options are governed by
our stock option plan adopted at the annual general meeting in June 2000.
Vesting for new options issued is usually over a three-year period, and is
usually contingent on the employee remaining employed by Belzberg.
Subject to certain restrictions, the 2000 Stock Option Plan may at any
time be terminated and from time to time be modified or amended by our board of
directors.
As of July 1, 2001, options were outstanding to purchase 3,921,900
shares of our common stock under the 2000 Stock Option Plan, at exercise prices
ranging between $3.00 and $18.00.
Employees. As of July 1, 2001, we employed 108 full-time employees. Of
these, 15 were in administration, 7 in sales and marketing and 86 in technical
and customer service. In addition to our full-time employees, we also employ
part-time personnel from time to time in various departments. None of our
employees are covered by a collective bargaining agreement.
-39-
Share Ownership
For a description of share ownership in our Company by each of our
directors and executive officers, see "Item 7--Major Shareholders."
For a description of options granted to our directors and executive
officers, see "Item 10--Additional Information--Options."
For a description of arrangements involving our employees in the
capital of Belzberg, see "Item 6--Directors, Senior Management and
Employees--Stock Option Plan."
-40-
Item 7. Major Shareholders
Major shareholders. We record our common shares on our transfer agent's
books in registered form. Some of our shares are registered in the name of
intermediaries, such as brokerage houses and clearing houses, on behalf of their
clients and, as a result, we do not know the identity of the beneficial owners.
As far as we know, we are not directly or indirectly owned or controlled by a
corporation or foreign government nor is there any arrangement, the operation of
which may, in the future, result in a change of control.
As at July 1, 2001, a total of 11,028,424 common shares in our capital
stock were issued and outstanding.
The following table sets forth our beneficial ownership of each
director and person known to us owning, directly or indirectly, 5% or more of
our issued and outstanding common shares.
Number of Shares
Title of Class Identity of Person or Group Beneficially Owned(1) Percent of Class(2)
-------------- --------------------------- --------------------- -------------------
Common Shares Alicia Belzberg* 4,526,500(3) 39.2%
Common Shares Sidney Belzberg* 4,116,650(4) 35.6%
Common Shares Donald W. Wilson 900,000(5) 8.1%
Common Shares Stephen Sadler 600,000(6) 5.4%
Common Shares Dr. William Gnam 56,000(7) **
Common Shares Lawrence J. Cyna 275,000(8) 2.5%
* Ms. Alicia Belzberg and Mr. Sidney Belzberg are husband and wife.
** Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Unissued common shares subject
to options, warrants or other convertible securities currently exercisable
or convertible, or exercisable or convertible within 60 days, are deemed
outstanding for the purpose of computing the beneficial ownership of common
shares of the person holding such convertible security but are not deemed
outstanding for computing the beneficial ownership of common shares of any
other person.
(2) Percentages are based upon the assumption that the named shareholder has
exercised all of the currently exercisable options he or she owns which are
currently exercisable or exercisable within 60 days and that no other
shareholder has exercised any options he or she owns.
(3) Includes (i) 1,689,000 shares owned by Ms. Belzberg directly, 37,500 shares
held indirectly through Cibex Ltd., a corporation controlled by Ms.
Belzberg, (ii) 500,000 shares which may be issued pursuant to options owned
by Ms. Belzberg, which options are currently exercisable, (iii) 750,000
shares in which Ms. Belzberg retains the voting power pursuant to a voting
agreement with Benvie Holdings Ltd., (iv) 750,000 shares in which Ms.
Belzberg retains the voting power pursuant to a voting agreement with Golden
Art Enterprises Inc., and (v) 800,000 shares in which Ms. Belzberg retains
the voting power pursuant to a voting agreement with Newstar Securities Ltd.
See "Voting Agreements" below.
-41-
(4) Includes (i) 1,316,650 shares owned by Mr. Belzberg directly, (ii) 500,000
shares which may be issued pursuant to options owned by Mr. Belzberg, which
options are currently exercisable, (iii) 750,000 shares in which Mr.
Belzberg retains the voting power pursuant to a voting agreement with Benvie
Holdings Ltd., (iv) 750,000 shares in which Mr. Belzberg retains the voting
power pursuant to a voting agreement with Golden Art Enterprises Inc., and
(v) 800,000 shares in which Mr. Belzberg retains the voting power pursuant
to a voting agreement with Newstar Securities Ltd. See "Voting Agreements"
below.
(5) Includes (i) 400,000 shares owned by Mr. Wilson directly, and (ii) 500,000
shares which may be issued pursuant to options owned by Mr. Wilson, which
options are currently exercisable.
(6) Includes (i) 350,000 shares owned by Mr. Sadler directly, and (ii) 250,000
shares which may be issued pursuant to options owned by Mr. Wilson, which
options are currently exercisable.
(7) Includes 6,000 shares owned directly by Dr. Gnam and (ii) 50,000 shares
which may be issued pursuant to options owned by Dr. Gnam, which options are
currently exercisable. Does not include 75,000 options that are not
currently exercisable.
(8) Includes (i) 159,480 shares owned directly by Mr. Cyna, (ii) 15,520 shares
owned indirectly through his wife, and (iii) 100,000 shares which may be
issued pursuant to options owned by Mr. Cyna, which options are currently
exercisable.
None of our major shareholders have different voting rights.
Voting Agreements
Sidney H. Belzberg, Alicia Belzberg entered into separate voting
agreements with the following parties:
Date Party Common Shares Warrants
- ---- ----- ------------- --------
June 26, 2000 Benvie Holdings Ltd. 275,000 275,000
February 14, 2000 Newstar Securities Ltd. 275,000 275,000
February 14, 2000 Newstar Securities Ltd. 125,000 125,000
February 14, 2000 Golden Art Enterprises 375,000 375,000
June 26, 2000 Benvie Holdings Ltd 100,000 100,000
Pursuant to the terms of each voting agreement Sidney H. Belzberg and Alicia
Belzberg have been granted the right jointly and severally to vote such common
shares with respect to:
(i) the election of directors;
(ii) the appointment and remuneration of the auditors; and
(iii) all other maters requiring the approval of the board of directors
except extraordinary matters, as defined in the voting agreements.
-42-
The voting agreement terminates upon the earlier of:
(i) the death or legal incapacity of Sidney H. Belzberg and Alicia
Belzberg;
(ii) the date upon which the aggregate number of common shares that Sidney
H. Belzberg, Alicia Belzberg are entitled to vote represents less than
3% of the outstanding shares of Belzberg; or
(iii) the fifth anniversary of the voting agreement.
The voting agreements were entered into as part of the private
placements. Due to a significant number of shares being issued, it was felt
advisable that these agreements be entered into in order to ensure that the
shares issued would not have a material effect on control of the corporation.
The agreements provided that the purchasers are not restricted from disposing of
any of the common shares purchased at any time in one or more open market
transaction or by other means to any bona fide arm's length third party. The
agreements ceased to apply in respect of any common shares so disposed of
immediately following such disposition.
Item 8. Financial Information
Legal proceedings. None.
Dividend policy. We have not declared or paid, and have no present
intention to declare or to pay in the foreseeable future, any cash dividends
with respect to our common stock. However, if dividends are declared by our
board of directors, all shares of common stock will participate equally in the
dividends and in net assets in the event of the liquidation of Belzberg.
-43-
Item 9. The Offer and Listing
Our common stock trades on the Toronto Stock Exchange in the Province
of Ontario under the symbol "BLZ". The TSE is monitored by the Ontario
Securities Commission. Our common stock began trading on the TSE on November 17,
2000. Before we were listed on the TSE, our common stock was traded on the
Canadian Dealing Network under the symbol "BELZ."
On July 14, 2000, we effected a 5-for-1 stock split of our common
stock. Our common stock is not currently traded on any US trading market,
however we do plan on applying for listing on the Nasdaq National Market. The
high and low closing trading prices for each full financial quarter of our
common stock are listed in the following chart.
HIGH LOW
PERIOD (Cdn.$) (Cdn.$)
------ ------- -------
Year Ended December 31, 1999:*
Fourth Quarter...................... 6.00 4.90
Year Ended December 31, 2000:
First Quarter....................... 14.40 3.80
Second Quarter...................... 10.60 6.40
Third Quarter....................... 19.70 7.00
Fourth Quarter...................... 20.00 12.50
Year Ended December 31, 2001:
First Quarter....................... 14.50 7.50
The high and low closing trading prices for each month, since December 2000, of
our common stock are listed in the following chart.
HIGH LOW
PERIOD (Cdn.$) (Cdn.$)
------ ------- -------
December 2000 16.50 12.50
January 2001 14.50 12.10
February 2001 13.00 9.40
March 2001 10.25 7.50
April 2001 8.98 6.50
May 2001 10.0 7.50
- -------------
* Restated to reflect the 5-for-1 stock split of our common stock effective July
14, 2000.
We are listing our common stock, with no par value, pursuant to Section
12(g) of the Exchange Act of 1934. Our shares of common stock are in registered
form when issued. All of the shares outstanding are "restricted shares" within
the meaning of Rule 144 of the Securities Act of 1933 and may be publicly sold
only if registered under the Securities Act or sold in accordance with an
applicable exemption from registration, such as Rule 144.
-44-
As of July 1, 2001, there were 11,028,424 shares of our common stock
outstanding, there were approximately 337 registered holders of our common
stock, of which approximately 5% of the total outstanding common stock was held
by 11 registered holders located in the United States.
Item 10. Additional information
Common stock. We presently are authorized to issue an unlimited number
of shares of our common stock, no par value per share. As at July 1, 2001, we
had 11,028,424 shares of our common stock issued and outstanding.
The holders of our common stock will elect all directors and are
entitled to one vote for each share. All shares of our common stock will
participate equally in dividends if declared by our board of directors, and in
net assets in the event of the liquidation of Belzberg. All shares of our common
stock presently outstanding are duly authorized, validly issued, fully paid and
non-assessable by Belzberg. Our shares of common stock have no preference,
conversion, exchange, preemptive or cumulative voting rights.
Options. Set forth below is a table summarizing the 3,921,900
outstanding options to purchase shares of our common stock as of July 1, 2001.
Exercise Price
Securities Under Per Security
Name Options Granted (Cdn.$/Security) Date of Grant Expiration Date
---- --------------- ---------------- ------------- ---------------
Sidney H. Belzberg, 100,000 5.00 August 17, 1999 August 16, 2006
Chairman, President and Chief 400,000 5.00 September 15, 1999 September 30, 2007
Executive Officer
Alicia Belzberg, 100,000 5.00 August 17, 1999 August 16, 2006
Executive Vice President 400,000 5.00 September 15, 1999 September 30, 2007
Donald W. Wilson, 100,000 5.00 August 16, 1999 August 16, 2006
Chief Operating Officer 400,000 5.00 September 15, 1999 September 30, 2007
Lawrence Cyna, 50,000 10.00 April 6, 2000 April 6, 2007
Chief Financial Officer 50,000 7.00 April 9, 2001 April 9, 2008
Dr. William Gnam, 50,000 5.00 September 15, 1999 September 30, 2007
Director 75,000 16.75 September 14, 2000 September 14, 2005
Stephen Sadler, 175,000 5.00 November 15, 1999 December 31, 2002
Director 75,000 16.75 September 14, 2000 September 14, 2005
Directors and Officers as a 1,975,000 See above See above See above
group(6)
Employees:
Carolina Onetto (Bastidas) 1,000 3.00 July 31, 1997 July 31, 2007
Mathew Benson 10,000 8.00 March 31, 2001 March 2006
Igor Borukhov 5,000 3.00 August 31, 1998 September 30, 2007
Igor Borukhov 5,000 10.00 June 4, 2001 June 4, 2006
Deanna Brown 500 5.00 October 12, 1999 September 30, 2007
Jeanna Brown 500 5.00 October 12, 1999 September 30, 2007
Karla Brown 8,000 5.00 September 30, 1996 September 30, 2007
Hilda Chan 10,000 7.00 April 28, 2000 July 18, 2007
Natasha Essar 500 5.00 November 30, 1998 September 30, 2007
Walter Fitzgerald 40,000 3.00 January 31, 1997 September 30, 2007
Walter Fitzgerald 100,000 5.00 November 10, 1999 November 30, 2007
Walter Fitzgerald 30,000 8.00 March 22, 2001 March 22, 2006
Charles Feuillan 10,000 8.00 March 31, 2001 March 31, 2006
Gaylea Granillo 5,500 5.00 May 31, 1996 May 31, 2006
Bjoern Hinrichsen 7,500 5.00 October 12, 1999 September 30, 2007
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Exercise Price
Securities Under Per Security
Name Options Granted (Cdn.$/Security) Date of Grant Expiration Date
---- --------------- ---------------- ------------- ---------------
Tonya Hutter 500 5.00 October 12, 1999 September 30, 2007
Dan Humphrey 7,500 5.00 October 12, 1999 September 30, 2007
Ferenaz Jeraj 60,000 3.00 October 31, 1996 September 30, 2006
Navdeep Jhajj 7,500 5.00 October 12, 1999 September 30, 2007
Aleksander Kuperberg 20,000 4.48 July 26, 1999 September 30, 2007
Audrey Liddell 2,000 5.00 May 31, 1997 September 30, 2007
Lily LeGoff 2,000 18.00 November 15, 2000 November 15, 2005
Ron Livshits 8,400 5.00 November 30, 1997 September 30, 2007
Aaron McDonnell 2,000 7.60 April 24, 2000 April 24, 2007
Glenn McSkimming 25,000 7.60 April 27, 2000 July 27, 2005
James Manios 60,000 3.00 May 31, 1996 September 30, 2006
Stephen Martin 60,000 3.00 May 31, 1996 September 30, 2006
James McGiffin 5,000 8.00 March 31, 2001 March 31, 2006
Veronica Medrano 500 5.00 July 31, 1997 September 30, 2007
Daniel Mulbehill 10,000 8.00 March 31, 2001 March 31, 2006
Shelby Nelson 4,000 5.00 July 31, 1998 September 30, 2007
Shelby Nelson 5,000 5.00 July 31, 1998 September 30, 2007
Gregory Nutt 4,000 5.00 October 12, 1998 September 30, 2007
Kevin O'Day 3,000 8.00 March 31, 2001 March 31, 2006
Silvino Palmer 19,500 5.00 December 31, 1996 September 30, 2007
Gus Protopapas 2,500 5.00 October 12, 1999 September 30, 2007
Gregory Perry 7,500 5.00 August 31, 1997 September 30, 2007
Chirs Peter 60,000 3.00 May 31, 1996 September 30, 2006
Mark Rajcher 20,000 5.00 December 31, 1998 September 30, 2007
Robert Sheehan 50,000 5.00 September 15, 1999 September 15, 2002
Robert Sheehan 100,000 8.00 March 31, 2001 March 31, 2006
George Smith 3,000 8.00 March 31, 2001 March 31, 2006
Robert Smith 1,000 3.00 May 31, 1996 September 30, 2006
Robert Smith 12,500 5.00 May 31, 1996 September 30, 2007
Tracey Smith 500 5.00 August 1, 1999 September 30, 2007
Joe Sullivan 12,000 8.00 March 31, 2001 March 31, 2006
Zizhuang (Strong) Tang 25,000 5.00 October 28, 1997 September 30, 2007
Zizhuang (Strong) Tang 27,500 8.50 July 28, 2000 July 28, 2005
Yan Teplitsky 21,000 5.00 August 31, 1997 September 30, 2007
Mary Vorvis 125,000 8-12.00 August 4, 2000 August 4, 2007
James Williams 5,000 3.00 October 31, 1996 September 30, 2006
James Williams 50,000 3.00 October 31, 1996 September 30, 2007
Alan Wong 60,000 3.00 May 31, 1996 September 30, 2006
Bardya Ziaian 98,000 7.50 August 18, 2000 August 18, 2007
Bardya Ziaian 25,000 5.00 October 28, 1997 September 30, 2007
Bardya Ziaian 2,000 5.00 August 30, 2000 September 30, 2007
Consultants:
Natone Enterprises Limited 375,000 9-15 August 4, 2000 August 4, 2007
Brad Shoup 200,000 7.00 April 17, 2000 April 17, 2005
7952330 Ontario Ltd. 75,000 15.00 January 31, 2001 November 30, 2003
Bucephale Investment Managament 30,000 15.00 January 26, 2001 January 25, 2003
Liddington Limited 20,000 8.00 May 11, 2001 March 31, 2003
Warrants. As at July 1, 2001, Belzberg had issued 1,800,000 share
purchase warrants with various private placements of its common shares. Each
share purchase warrant may be exercised at the below-referenced exercise price
to purchase one (1) common share. Set forth below is a table summarizing all
outstanding share purchase warrants of the Company's common stock.
Exercise Price
Securities Under Per Security
Name Options Granted (Cdn.$/Security) Date of Grant Expiration Date
---- --------------- ---------------- ------------- ---------------
Newstar Securities Ltd. 275,000 4.00 February 10, 2000 February 10, 2005
125,000 5.00 February 14, 2000 February 14, 2005
Benvie Holdings Ltd. 275,000 4.00 February 10, 2000 February 10, 2005
50,000 4.00 June 21, 2000 June 21, 2005
Golden Art Enterprises Inc. 375,000 5.00 February 14, 2000 February 14, 2005
Gryphon bond Fund limited 600,000 10.00 February 14, 2000 February 8, 2003
Winton Capital Holdings Ltd. 50,000 (US) 5.17 March 9, 2000 March 15, 2002
Royter & Co. 50,000 4.00 June 15, 2001 June 21, 2005
Since December 31, 2000, we have extended expiration dates on certain warrants.
-46-
Memorandum and Articles of association
The following presents a description of certain terms and provisions of
our articles of incorporation and by-laws.
General
We were incorporated in the Province of Ontario, Canada on November 30,
1993 and operate under the Business Corporation Act (Ontario).
Our corporate objectives and purpose are unrestricted.
Directors
The by-laws of Belzberg provide that a director who has a material
interest in any transaction with Belzberg shall disclose such interest and shall
not vote on any resolution to approve the transaction.
The by-laws of Belzberg provide the following borrowing powers, subject
to the Business Corporations Act (Ontario) for the directors:
- borrow money upon the credit of Belzberg;
- issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of Belzberg, whether
secured or unsecured;
- to the extent permitted by the Business Corporations Act
(Ontario), give directly or indirectly financial assistance to any
person by means of a loan, a guarantee or otherwise on behalf of
Belzberg to secure performance of any present or future
indebtedness, liability or obligation of any person; and
- mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired
real or personal, movable or immovable, property of the Belzberg
including book debts, rights, powers, franchises and undertakings,
to secure any such bonds, debentures, notes or other evidences of
indebtedness or guarantee or any other present or future
indebtedness, liability or obligation of Belzberg, reissue, sell
or pledge bonds, debentures, notes or other evidences of
indebtedness or guarantee.
Annual and special meetings
The annual meeting and special meetings of shareholders are held at
such time and place as the board of directors, the chairman of the board, the
managing directors or the president shall determine. Notice of meetings are sent
out to shareholders not less than 21 nor more than 51 days before the date of
such meeting.
Exchange controls
There are no laws, governmental decrees or regulations in Canada that
restrict the export or import of capital or which affect the remittance of
dividends, interest or other payments to non-resident holders of the Company's
Stock, other than withholding tax requirements.
There are no limitations under the laws of Canada or the Province of
Ontario, or in the constating documents of the Company, with respect to the
right of non-resident or foreign owners to hold or vote the Common Stock of the
Company other than those imposed by the Investment Canada Act.
-47-
The Investment Canada Act is a federal Canadian statute which regulates
the acquisition of control of existing Canadian businesses and the establishment
of new Canadian businesses by an individual, a government or entity that is a
"non-Canadian" as that term is defined in the Investment Canada Act.
The Company believes that it is not currently a "non-Canadian" for
purposes of the Investment Canada Act. If the Company were to become a
"non-Canadian" in the future, acquisitions of control of Canadian businesses by
the Company would become subject to the Investment Canada Act. Generally, the
direct acquisition by a "non-Canadian" of an existing Canadian business with
gross assets of $5,000,000 or more is reviewable under the Investment Canada
Act, with a threshold of $184 million for transactions closing in 1999 for "WTO
investors" as defined under the Investment Canada Act. If the Company were to
become a "non-Canadian" in the future, the Company believes that it would likely
become a "non-Canadian" which is a "WTO investor." Generally, indirect
acquisitions of existing Canadian businesses (with gross assets over certain
threshold levels) are reviewable under the Investment Canada Act, except in
situations involving "WTO investors" where indirect acquisitions are generally
not reviewable. In transactions involving Canadian businesses engaged in the
production of uranium, providing financial services, providing transportation
services or which are cultural businesses, the benefit of the higher "WTO
investor" thresholds do not apply.
Acquisitions of businesses related to Canada's cultural heritage or
national identity (regardless of the value of assets involved) may also be
reviewable under the Investment Canada Act. In addition, investments to
establish new, unrelated businesses are not generally reviewable. An investment
to establish a new business that is related to the non-Canadian's existing
business in Canada is not notifiable under the Investment Canada Act unless such
investment relates to Canada's cultural heritage or national identity.
Investments which are reviewable under the Investment Canada Act are
reviewed by the Minister, designated as being responsible for the administration
of the Investment Canada Act. Reviewable investments, generally, may not be
implemented prior to the Minister's determining that the investment is likely to
be of "net benefit to Canada" based on the criteria set out in the Investment
Canada Act. Generally investments by non-Canadians consisting of the acquisition
of control of Canadian businesses which acquisitions are otherwise
non-reviewable or the establishment of new Canadian businesses require that a
notice be given under the Investment Canada Act in the prescribed form and
manner.
To date, the Investment Canada Act has had no practical effect on the
Company's operations and/or financial condition. Moreover the Investment Canada
Act has not and will not create an impediment to an unsolicited take-over of the
Company as the Company's asset base is approximately Cdn$9,250,000 as at June
30, 2000. Accordingly any proposed take-over of the Company by a "non-Canadian"
would likely be subject only to the simple "notification" requirements of the
Investment Canada Act as in all likelihood that non-Canadian would be a "WTO
investor" for purposes of the Investment Canada Act. Generally, a "WTO investor"
is an individual, other than a Canadian, who is a national of a country which is
a member of the World Trade Organization. In the case of a person which is not
an individual, a WTO investor is a person which, generally, is ultimately
controlled by individuals, other than Canadians, who are nationals of a WTO
member. Currently there are 134 countries which are members of the WTO,
including virtually all countries of the Western world. The Company would have
to have an asset base of at least Cdn$184 million before the "reviewable"
transaction provisions of the Investment Canada Act became relevant for
consideration by a third party non-Canadian acquirer, which is not a WTO
investor.
-48-
Taxation
The following is a general summary only and should not be considered as
income tax advice or relied upon for tax planning purposes.
Certain Canadian Federal Income Tax Consequences
The following is a general summary of the principal Canadian federal
income tax considerations generally applicable to a person who holds the
Company's Common Stock and who, at all relevant times, for the purposes of the
Income Tax Act (Canada) (the "Act") is not and has never been resident or deemed
to be resident in Canada, deals at arm's length with the Company, holds his/her
Common Stock as capital property, does not use or hold (and will not use or
hold) and is not deemed to use or hold his/her Common Stock in, or in the course
of, carrying on a business in Canada and does not carry on an insurance business
in Canada and elsewhere (a "Non-Resident Holder").
The summary is based on the current provisions of the Act and the
regulations thereunder and the Company's understanding of the current published
administrative practices, and assessing policies of the Canada Customs and
Revenue Agency (the "CCRA"). This summary takes into account all specific
proposals to amend the Act and the regulations publicly announced by the
Minister of Finance (Canada) prior to the date hereof (the "Proposed
Amendments") although no assurances can be given that such Proposed Amendments
will be enacted in the form proposed or at all. This summary does not otherwise
take into account or anticipate any other changes in law, whether by judicial,
governmental or legislative action or decision or other changes in
administrative practices or assessing policies of the CCRA nor does it take into
account any provincial, territorial, local or foreign tax considerations. The
provisions of provincial income tax legislation may vary from province to
province in Canada and, in some cases, differ from federal tax legislation.
This summary is of a general nature only and is not intended to be, nor
should it be construed to be, legal or tax advice to any particular holder.
Accordingly, holders and prospective holders of the Company's Common Stock
should consult their own tax advisors with respect to their particular
circumstances, including the application and effect of the income and other tax
laws of any country, province, state or local tax authority. Any Non-Resident
Holder who acquires Common Stock other than from the Company may be required to
obtain from the vendor a certificate pursuant to section 116 of the Act
(described below) unless the Common Stock is listed on a prescribed stock
exchange (as described below) or, after reasonable inquiry, the purchaser had no
reason to believe the vendor was a non-resident of Canada within the meaning of
the Act.
Dividends on Common Stock
Dividends paid or credited or deemed under the Act to be paid or
credited on the Company's Common Stock held by a Non-Resident Holder will be
subject to Canadian non-resident withholding tax at a general rate of 25%. This
rate may be reduced pursuant to the terms of an applicable tax treaty between
Canada and the country of residence of the Non-Resident Holder. Dividends paid
or credited or deemed under the Act to be paid or credited on the Company's
Common Stock held by a Non-Resident Holder who is resident in the United States
for purposes of the Canada- United States Income Tax Convention will generally
be subject to Canadian non-resident withholding tax at a rate of 15%.
-49-
Disposition of Common Stock
A Non-Resident Holder will not be subject to tax under the Act in
respect of any capital gain realized on a disposition of shares of the Company's
Common Stock unless at the time of such a disposition such shares constitute
taxable Canadian property of the Non-Resident Holder for purposes of the Act and
such Non-Resident Holder is not entitled to relief under an applicable tax
treaty between Canada and the country of residence of the Non-Resident Holder.
Shares of Common Stock of the Company acquired pursuant to this
offering will generally not constitute taxable Canadian property of a
Non-Resident Holder at a particular time provided that such shares are listed on
a prescribed stock exchange (which currently includes the TSE) at that time
unless at any time during the sixty month period immediately preceding the
disposition of such shares of the Company's Common Stock, the Non-Resident
Holder, persons with whom the Non-Resident Holder did not deal at arm's length,
or the Non-Resident Holder together will all such persons, owned 25% or more of
the shares of any class or series of the capital stock of the Company. For this
purpose, a Non-Resident Holder will be considered to own any share in respect of
which such holder or a person not dealing at arm's length with such holder has
an interest or option or other right to acquire. Under certain circumstances,
shares of Common Stock of the Company may be deemed to be taxable Canadian
property. In the event that shares of the Company's Common Stock constitute
taxable Canadian property to a particular Non-Resident Holder, capital gains
realized on the disposition of the Company's Common Stock held by a Non-Resident
Holder who is resident in the United States for purposes of the Canada-United
States Income Tax Convention will generally not be subject to Canadian tax
unless the value of the shares is derived principally from real property
situated in Canada or the shares form part of the business property of a
permanent establishment or fixed base which such holder has or had in Canada
within the 12 month period preceding the disposition.
A purchase of shares of Common Stock by the Company (other than a
purchase of shares of Common Stock in the open market in the manner in which
shares would normally be purchase by any member of the public in the open
market) will give rise to a deemed dividend under the Act equal to the amount,
if any, by which the amount paid by the Company on the purchase exceeds the
paid-up capital of such shares determined in accordance with the Act. The
paid-up capital may be less than the Non-Resident Holder's adjusted cost base of
such shares. Any such dividend deemed to have been received by a Non-Resident
Holder will be subject to non-resident withholding tax as described above. The
amount of such deemed dividend will reduce the proceeds of disposition of the
shares of the Company's Common Stock to the Non-Resident Holder for purposes of
computing the Non-Resident Holder's capital gain or loss under the Act.
Certain United States Federal Income Tax Consequences
The following is a general discussion of certain possible United States
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as defined below) of the Company's Common Stock. This discussion
does not address all potentially relevant federal income tax matters and it does
not address consequences peculiar to persons subject to special provisions of
federal income tax law, such as those described below as excluded from the
definition of a U.S. Holder. In addition, this discussion does not cover any
state, local or foreign tax consequences. (See "Taxation -Certain Canadian
Federal Income Tax Consequences" above.)
-50-
The following discussion is based upon the sections of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published
Internal Revenue Service ("IRS") rulings, published administrative positions of
the IRS and court decisions that are currently applicable, any or all of which
could be materially and adversely changed, possibly on a retroactive basis, at
any time. This discussion does not consider the potential effects, both adverse
and beneficial, of any recently proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time. This discussion is for
general information only and it is not intended to be, nor should it be
construed to be, legal or tax advice to any holder or prospective holder of the
Company's Common Stock and no opinion or representation with respect to the
United States federal income tax consequences to any such holder or prospective
holder is made. Accordingly, holders and prospective holders of the Company's
Common Stock should consult their own tax advisors about the federal, state,
local, and foreign tax consequences of purchasing, owning and disposing of the
Company's Common Stock.
Holders
As used herein, a "U.S. Holder" means a holder of the Company's Common
Stock who is a citizen or individual resident of the United States, a Company or
partnership created or organized in or under the laws of the United States or of
any political subdivision thereof or a trust whose income is taxable in the
United States irrespective of source. This summary does not address the tax
consequences to, and U.S. Holder does not include persons subject to specific
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, individual retirement accounts and other
tax-deferred accounts, financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-dealers, nonresident
alien individuals, persons or entities that have a "functional currency" other
than the U.S. dollar, shareholders who hold the Company's Common Stock as part
of a straddle, hedging or a conversion transaction, and shareholders who
acquired their stock through the exercise of employee stock options or otherwise
as compensation for services. This summary is limited to U.S. Holders who own
Company's Common Stock as capital assets. This summary does not address the
consequences to a person or entity holding an interest in a shareholder or the
consequences to a person of the ownership, exercise or disposition of any
options, warrants or other rights to acquire Company's Common Stock.
Distributions on the Company's Common Stock
U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to Company's Common Stock are required to include in
gross income for United States federal income tax purposes the gross amount of
such distributions equal to the U.S. dollar value of such dividends on the date
of receipt (based on the exchange rate on such date) to the extent that the
Company has current or accumulated earnings and profits, without reduction for
any Canadian income tax withheld from such distributions. Such Canadian tax
withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's United States federal taxable income by
those who itemize deductions. (See more detailed discussion at "Foreign Tax
Credit" below.) To the extent that distributions exceed current or accumulated
earnings and profits of the Company, they will be treated first as a return of
capital up to the U.S. Holder's adjusted basis in the Company's Common Stock and
thereafter as gain from the sale or exchange of the Company's Common Stock.
Preferential tax rates for long-term capital gains are applicable to a U.S.
Holder which is an individual, estate or trust. There are currently no
preferential tax rates for long-term capital gains for a U.S. Holder which is a
Company. In the case of foreign currency received as a dividend that is not
converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Generally any gain or loss recognized upon a
subsequent sale or other disposition of the foreign currency, including the
exchange for U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, to the extent that there are no expenses associated with the transaction
that meet the requirement for deductibility as a trade or business expense
(other than travel expenses in connection with a business trip) or as an expense
for the production of income.
-51-
Dividends paid on the Company's Common Stock will not generally be
eligible for the dividends received deduction provided to Companies receiving
dividends from certain United States Companies. A U.S. Holder which is a Company
may, under certain circumstances, be entitled to a 70% deduction of the United
States source portion of dividends received from the Company (unless the Company
qualifies as a "foreign personal holding company" or a "passive foreign
investment company," as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations which
are beyond the scope of this discussion.
Under current temporary Treasury Regulations, dividends paid on the
Company's Common Stock, if any, generally will not be subject to information
reporting and generally will not be subject to U.S. backup withholding tax,
however, dividends paid, and the proceeds of a sale of Company's Common Stock,
in the U.S. through a U.S. or U.S. related paying agent (including, a broker)
will be subject to U.S. information reporting requirements and may also be
subject to the 31% U.S. backup withholding tax, unless the paying agent is
furnished with a duly completed and signed Form W-9. Any amounts withheld under
the U.S. backup withholding tax rules will be allowed as a refund or a credit
against the U.S. Holder's U.S. federal income tax liability, provided the
required information is furnished to the IRS. It should be noted, however, that
under proposed Treasury Regulations which are not yet effective and which are
only to be applied prospectively, any dividends paid on the Company's Common
Stock will be subject to information reporting and potential 31% U.S. backup
withholding tax. Whether and when such proposed regulations will become
effective cannot be determined at this time.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian
income tax with respect to the ownership of the Company's Common Stock may be
entitled, at the option of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-by-year basis
and applies to all foreign taxes paid by (or withheld from) the U.S. Holder
during that year. There are significant and complex limitations which apply to
the credit, among which is the general limitation that the credit cannot exceed
the proportionate share of the U.S. Holder's United States income tax liability
that the U.S. Holder's foreign source income bears to his or its worldwide
taxable income. In the determination of the application of this limitation, the
various items of income and deduction must be classified into foreign and
domestic sources. Complex rules govern this classification process. In addition,
this limitation is calculated separately with respect to specific classes of
income such as "passive income," "high withholding tax interest," "financial
services income," "shipping income," and certain other classifications of
income. Dividends distributed by the Company will generally constitute "passive
income" or, in the case of certain U.S. Holders, "financial services income" for
these purposes. The availability of the foreign tax credit and the application
of the limitations on the credit are fact specific, and holders and prospective
holders of the Company's Common Stock should consult their own tax advisors
regarding their individual circumstances.
Disposition of Company's Common Stock
A U.S. Holder will recognize gain or loss upon the sale of the
Company's Common Stock equal to the difference, if any, between (i) the amount
of cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the Company's Common Stock. This gain or loss will be
capital gain or loss if the Company's Common Stock are a capital asset in the
hands of the U.S. Holder, which will be a short-term or long-term capital gain
or loss depending upon the holding period of the U.S. Holder. Gains and losses
are netted and combined according to special rules in arriving at the overall
capital gain or loss for a particular tax year. Deductions for net capital
losses are subject to significant limitations. For U.S. Holders which are
individuals, any unused portion of such net capital loss may be carried over to
be used in later tax years until such net capital loss is thereby exhausted. For
U.S. Holders that are Companies (other than Companies subject to Subchapter S of
the Code), an unused net capital loss may be carried back three years from the
loss year and carried forward five years from the loss year to be offset against
capital gains until such net capital loss is thereby exhausted.
-52-
Other Considerations
In the following circumstances, the above sections of this discussion
may not describe the United States federal income tax consequences resulting
from the holding and disposition of the Company's Common Stock.
Foreign Personal Holding Company
If at any time during a taxable year more than 50% of the total
combined voting power or the total value of the Company's outstanding shares is
owned, directly or indirectly, by five or fewer individuals who are citizens or
residents of the United States and 60% or more of the Company's gross income for
such year was derived from certain passive sources (e.g., from dividends
received from its subsidiaries), the Company may be treated as a "foreign
personal holding company." In that event, U.S. Holders that hold the Company's
Common Stock would be required to include in gross income for such year their
allocable portions of such passive income to the extent the Company does not
actually distribute such income.
Foreign Investment Company
If 50% or more of the combined voting power or total value of the
Company's outstanding shares are held, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships or
Companies, or estates or trusts other than foreign estates or trusts (as defined
by the Code Section 7701(a)(31)), and the Company is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that the Company may be
treated as a "foreign investment company" as defined in Section 1246 of the
Code, causing all or part of any gain realized by a U.S. Holder selling or
exchanging Company's Common Stock to be treated as ordinary income rather than
capital gain.
Passive Foreign Investment Company
As a foreign Company with U.S. Holders, the Company could potentially
be treated as a passive foreign investment company ("PFIC"), as defined in
Section 1296 of the Code, depending upon the percentage of the Company's income
which is passive, or the percentage of the Company's assets which is producing
passive income. U.S. Holders owning Common Stock of a PFIC are subject to an
additional tax and to an interest charge based on the value of deferral of tax
for the period during which the Common Stock of the PFIC are owned, in addition
to treatment of gain realized on the disposition of Common Stock of the PFIC as
ordinary income rather than capital gain. However, if the U.S. Holder makes a
timely election to treat a PFIC as a qualified electing fund ("QEF") with
respect to such shareholder's interest therein, the above-described rules
generally will not apply. Instead, the electing U.S. Holder would include
annually in his gross income his pro rata share of the PFIC's ordinary earnings
and net capital gain regardless of whether such income or gain was actually
distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of
United States federal income tax on such income inclusions. In addition,
taxpayers owning (actually or constructively) marketable stock in a PFIC will be
permitted to elect to mark that stock to market annually, rather than be subject
to the excess-distribution regime of Section 1291. Amounts included in or
deducted from income under this regime (and actual gains and losses realized
upon disposition, subject to certain limitations) will be treated as ordinary.
The provision will apply to taxable years of U.S. persons beginning after 1997,
and taxable years of foreign corporations ending with or within such taxable
years of U.S. persons. Special rules apply to U.S. Holders who own their
interests in a PFIC through intermediate entities or persons. The Company
believes that it was not a PFIC for its fiscal years ended December 31, 1996 and
1997. The Company may have been a PFIC in earlier fiscal years and may be a PFIC
in its current and subsequent fiscal years. If in its current or in a subsequent
year the Company concludes that it is a PFIC, it intends to make information
available to enable a U.S. Holder to make a QEF election in that year. There can
be no assurance that the Company's determination concerning the PFIC status will
not be challenged by the IRS, or that it will be able to satisfy record keeping
requirements which will be imposed on QEF's.
-53-
Controlled Foreign Company
If more than 50% of the voting power of all classes of stock or the
total value of the stock of the Company is owned, directly or indirectly, by
citizens or residents of the United States, United States domestic partnerships
and companies or estates or trusts other than foreign estates or trusts, each of
whom own 10% or more of the total combined voting power of all classes of stock
of the Company ("United States shareholder"), the Company could be treated as a
"controlled foreign company" under Subpart F of the Code. This classification
would effect many complex results one of which is the inclusion of certain
income of a CFC which is subject to current U.S. tax. The United States
generally taxes the U.S. 10-percent shareholders of a CFC currently on their pro
rata shares of the subpart F income of the CFC. In effect, the Code treats those
U.S. shareholders as having received a current distribution out of the CFC's
subpart F income. Such shareholders also are subject to current U.S. tax on
their pro rata shares of the CFC's earnings invested in U.S. property. The
foreign tax credit may reduce the U.S. tax on these amounts. In addition, under
Section 1248 of the Code, gain from the sale or exchange of stock by a holder of
Common Stock of the Company who is or was a United States shareholder at any
time during the five year period ending with the sale or exchange is treated as
ordinary dividend income to the extent of earnings and profits of the Company
attributable to the stock sold or exchanged. Note that the overlap between the
PFIC and CFC rules generally will be eliminated for 10-percent U.S. shareholders
of a CFC. Where a foreign corporation is both a PFIC and a CFC, the provision
generally will treat the foreign corporation as a non-PFIC with respect to
10-percent U.S. shareholders of the CFC. The change generally will be effective
for taxable years of U.S. persons beginning after 1997, and for taxable years of
foreign corporations ending with or within such taxable years of U.S. persons.
Special rules are provided for stock held by PFIC shareholders subject to the
rules applicable to non-qualified funds. Because of the complexity of Subpart F,
and because it is not clear that Subpart F would apply to the holders of Common
Stock of the Company, a more detailed review of these rules is outside of the
scope of this discussion.
-54-
Dividend Restrictions
We have not declared or paid, and have no present intention to declare
or to pay in the foreseeable future, any cash dividends with respect to our
common stock. We currently intend to retain any earnings for reinvestment in our
business. However, if dividends are declared by our board of directors, all
shares of common stock will participate equally in the dividends and in net
assets in the event of the liquidation of Belzberg.
Transfer agent and registrar. Computer Share Investor Services, 100
University Avenue, 11th Flr., Toronto, Ontario M5J 2YI acts as transfer agent
and registrar for the our common stock.
Experts
The financial statements as of December 31, 2000 and 1999, and for each
of the three years in the period ended December 31, 2000, included in this
registration statement have been audited by Deloitte & Touche LLP, independent
auditors , as stated in their report appearing herein , and have been so
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
Enforceability of Civil Liabilities Against Foreign Persons
We are formed under the laws of the Province of Ontario, Canada. Many
of our assets are located outside the United States. In addition, a majority of
the members of our board of directors and our officers and the experts named in
this registration statement are residents of countries other than the United
States. Consequently, it may be impossible for you to effect service of process
within the United States upon us or these persons or to enforce against us or
these persons any judgments in Civil and commercial matters, including judgments
under United States federal securities laws. In addition, a Canadian court may
not permit you to bring an original action in Canada or to enforce in Canada a
judgment of a U.S. court based upon civil liability provisions of U.S. federal
securities laws. No treaty exists between the United States and Canada for the
reciprocal enforcement of foreign court judgments. However, a judgment of a U.S.
court predicated solely upon civil liability under the United States federal
securities law would probably be enforceable in Canada if the U.S. court in
which the judgment was obtained had a basis for jurisdiction in the matter that
was recognized by a Canadian court for such purposes but there is still
uncertainty whether an action could be brought in Canada in the first instance
on the basis of liability predicated solely upon such laws.
Item 11. Quantitative and qualitative disclosure about market risk
Not applicable.
Item 12. Description of securities other than equity securities
Not applicable.
-55-
PART II
Item 13. Defaults, dividend arrearages and delinquencies
Not applicable
Item 14. Material modifications to the rights of security holders and use of
proceeds
Not applicable
Item 15. [reserved]
Item 16. [reserved]
PART III
Item 17. Financial statements
Our financial statements filed as part of this registration statement
are listed in Item 19. Financial Statements and Exhibits.
All financial statement in this Form 20-F, unless otherwise stated, are
presented in accordance with Canadian GAAP. Such financial statements have been
reconciled to United States GAAP.
Item 18. Financial Statements
Not applicable.
-56-
Item 19. Financial statements and exhibits
(a) Financial Statements
1. Deloitte & Touche LLP Auditors' Report on consolidated balance sheets of
Belzberg Technologies Inc. as at December 31, 2000 and 1999 and the
consolidated statements of operations and deficit and of cash flows for the
years ended December 31, 2000, 1999 and 1998.
2. Consolidated balance sheets of Belzberg Technologies Inc. as at December
31, 2000 and 1999.
3. Consolidated statements of operations and deficit for the years ended
December 31, 2000, 1999 and 1998.
4. Consolidated statements of cash flows for the years ended December 31,
2000, 1999 and 1998.
5. Notes to the consolidated financial statements of Belzberg Technologies
Inc. for the years ended December 31, 2000, 1999 and 1998.
(b) Exhibits
Exhibit No. Description
- ----------- -----------
1.1 Articles of Incorporation of Belzberg Financial Markets International Inc.
dated November 30, 1993.**
1.2 Articles of Amendment of Belzberg Financial Markets International Inc.
dated June 13, 1994.**
1.3 Articles of Amendment of Belzberg Financial Markets and News International
Inc. dated May 14, 1996.**
1.4 Articles of Amendment of Belzberg Financial Markets and News International
Inc. dated July 14, 2000.**
1.5 By-laws of Belzberg Technologies Inc.**
2.1 Form of common stock certificate.**
3.1 Stock Option Plan.**
3.2 Lease, dated February 28, 2000 for space located at 40 King Street West,
Toronto, Ontario. **
3.3 Voting Agreement between Benvie Holdings Ltd. and Sidney H. Belzberg and
Alicia Belzberg dated February 10, 2000.**
3.4 Voting Agreement between Golden Art Enterprises Inc. and Sidney H. Belzberg
and Alicia Belzberg dated February 14, 2000.**
3.5 Voting Agreement between Newstar Securities Ltd. and Sidney H. Belzberg and
Alicia Belzberg dated February 10, 2000.**
-57-
3.6 Amended and Restated Voting Agreement between Newstar Securities Ltd. and
Sidney H. Belzberg and Alicia Belzberg dated February 14, 2000.**
3.7 Employment Agreement, dated August 15, 1996, with Donald W. Wilson.**
3.8 Employment Agreement, dated April 5, 1999, Lawrence J. Cyna**
- --------------------
** Incorporated by reference to the companys registration statement on Form 20-F
filed on December 18, 2000.
-58-
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this registration statement in its behalf.
BELZBERG TECHNOLOGIES INC.
By:/s/ Larry Cyna
------------------------
Name: Larry Cyna
Title: Chief Financial Officer
Date: July 16, 2001
-59-
Consolidated Financial Statements of
BELZBERG TECHNOLOGIES INC.
(formerly Belzberg Financial Markets &
News International Inc.)
December 31, 2000 and 1999
(in Canadian dollars)
Deloitte & Touche LLP
5140 Yonge Street, Suite 1700
Toronto, ON M2N 6L7
Canada
Tel: (416) 601 6150
Fax: (416) 229 2524
www.deloitte.ca Deloitte
& Touche
Auditors' Report
To the Shareholders of
Belzberg Technologies Inc.
(formerly Belzberg Financial Markets & News International Inc.)
We have audited the consolidated balance sheets of Belzberg Technologies Inc.
(formerly Belzberg Financial Markets & News International Inc.) (the
"Corporation") as at December 31, 2000 and 1999 and the consolidated statements
of operations and deficit and of cash flows for each of the years in the
three-year period ended December 31, 2000. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards and United States generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable
assurance 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.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Corporation as at December 31,
2000 and 1999 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2000 in accordance with
Canadian generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Chartered Accountants
Toronto, Ontario
February 23, 2001
Comments by Auditors for U.S. Readers on Canada -
U.S. Reporting Differences
In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph outlining changes in accounting principles
that have been implemented in the financial statements. In the fiscal year 2000,
the Corporation implemented the recommendations of the Canadian Institute of
Chartered Accountants Handbook Section 3465, Accounting for Income Taxes. The
impact of this change in accounting policy is set out in Note 2 to the financial
statements.
/s/ Deloitte & Touche LLP
Chartered Accountants
Toronto, Ontario
February 23, 2001
- --------
Deloitte
Touche
Tohmatsu
- --------
BELZBERG TECHNOLOGIES INC.
(formerly Belzberg Financial Markets & News International Inc.)
Consolidated Balance Sheets
December 31, 2000 and 1999
(in Canadian dollars)
- ---------------------------------------------------------------------------------------------------------------------
2000 1999
----------- ----------
ASSETS
CURRENT
Cash $ 5,641,924 $ -
Accounts receivable 3,749,620 1,409,085
Government assistance receivable 1,149,779 126,073
Prepaid and sundry assets 285,670 107,898
- ---------------------------------------------------------------------------------------------------------------------
10,826,993 1,643,056
RESTRICTED CASH (Note 3) 81,000 81,000
CAPITAL ASSETS (Note 4) 3,751,182 1,145,198
GOODWILL, net of accumulated amortization
of $47,711 (Note 5) 800,350 -
- ---------------------------------------------------------------------------------------------------------------------
$15,459,525 $2,869,254
=====================================================================================================================
LIABILITIES
CURRENT
Bank indebtedness (Note 6) $ - $ 17,044
Accounts payable and accrued liabilities (Note 7) 1,370,967 2,655,753
Deferred revenue 1,031,144 1,135,057
Current portion of obligations under capital lease (Note 8) 862,286 170,689
Note payable (Note 9) - 1,154,640
- ---------------------------------------------------------------------------------------------------------------------
3,264,397 5,133,183
DEFERRED REVENUE 112,424 -
OBLIGATIONS UNDER CAPITAL LEASE (Note 8) 1,418,091 238,477
- ---------------------------------------------------------------------------------------------------------------------
4,794,912 5,371,660
- ---------------------------------------------------------------------------------------------------------------------
COMMITMENTS (Note 14)
SHAREHOLDERS' EQUITY (DEFICIENCY)
CAPITAL STOCK (Note 10) 17,957,181 6,227,000
WARRANTS (Note 10) 1,782,900 -
DEFICIT (9,075,468) (8,729,406)
- ---------------------------------------------------------------------------------------------------------------------
10,664,613 (2,502,406)
- ---------------------------------------------------------------------------------------------------------------------
$15,459,525 $2,869,254
=====================================================================================================================
APPROVED ON BEHALF OF THE BOARD
/s/ A. Belzberg Director
/s/ Sid Belzberg Director
Page 1 of 20
BELZBERG TECHNOLOGIES INC.
Consolidated Statements of Operations and Deficit
For the Years Ended December 31, 2000, 1999 and 1998
(in Canadian dollars)
- ---------------------------------------------------------------------------------------------------------------------
2000 1999 1998
----------- ------------ ------------
REVENUE $11,951,629 $ 5,904,099 $ 3,976,120
COST OF REVENUE 4,531,421 2,172,738 1,164,429
- ---------------------------------------------------------------------------------------------------------------------
GROSS PROFIT 7,420,208 3,731,361 2,811,691
- ---------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Sales and marketing 2,800,675 1,874,096 1,316,526
Administrative 2,792,774 2,468,519 1,388,518
Research and development
Expenditures 2,010,663 1,794,081 1,092,068
Government assistance (1,149,779) - -
Amortization 842,276 219,591 106,238
Interest on long-term debt 166,393 25,123 30,154
Interest income (226,993) - -
- ---------------------------------------------------------------------------------------------------------------------
7,236,009 6,381,410 3,933,504
- ---------------------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) BEFORE OTHER ITEMS 184,199 (2,650,049) (1,121,813)
STOCK EXCHANGE LISTING COSTS 525,198 - -
INCOME TAXES (Note 11) 5,063 9,019 244
- ---------------------------------------------------------------------------------------------------------------------
NET LOSS (346,062) (2,659,068) (1,122,057)
DEFICIT, BEGINNING OF YEAR (8,729,406) (6,070,338) (4,948,281)
- ---------------------------------------------------------------------------------------------------------------------
DEFICIT, END OF YEAR $(9,075,468) $(8,729,406) $(6,070,338)
=====================================================================================================================
BASIC LOSS PER SHARE $ (0.04) $ (0.38) $ (0.17)
=====================================================================================================================
WEIGHTED AVERAGE NUMBER OF
OUTSTANDING COMMON SHARES 9,635,780 7,015,635 6,795,575
=====================================================================================================================
Page 2 of 20
BELZBERG TECHNOLOGIES INC.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2000, 1999 and 1998
(in Canadian dollars)
- ---------------------------------------------------------------------------------------------------------------------
2000 1999 1998
----------- ------------ ------------
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net loss $ (346,062) $(2,659,068) $(1,122,057)
Items not affecting cash
Amortization of capital assets 794,565 219,591 106,238
Amortization of goodwill 47,711 - -
Amortization of gain on disposal of capital assets (28,370) - -
Write-down of leasehold improvements - 112,500 -
Services rendered for
capital stock consideration (Note 10) 200,000 - -
Compensation expense (Note 5) 56,940 - -
- ---------------------------------------------------------------------------------------------------------------------
724,784 (2,326,977) (1,015,819)
Changes in non-cash working capital
items (Note 12) (4,965,935) 898,384 1,029,792
- ---------------------------------------------------------------------------------------------------------------------
(4,241,151) (1,428,593) 13,973
- ---------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of capital assets (1,295,030) (582,592) (151,547)
Proceeds from disposal of capital assets 767,020 - -
Acquisitions (Note 5) (183,050) - -
- ---------------------------------------------------------------------------------------------------------------------
(711,060) (582,592) (151,547)
- ---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Note payable - 1,154,640 -
Repayment of note payable (1,154,640) - -
Repayment of obligations under capital lease (815,322) (146,213) (127,578)
Proceeds on issuance of common shares 10,798,241 1,097,532 119,460
Proceeds on issuance of warrants 1,782,900 - -
- ---------------------------------------------------------------------------------------------------------------------
10,611,179 2,105,959 (8,118)
- ---------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH
POSITION DURING THE YEAR 5,658,968 94,774 (145,692)
(BANK INDEBTEDNESS) CASH,
BEGINNING OF YEAR (17,044) (111,818) 33,874
- ---------------------------------------------------------------------------------------------------------------------
CASH (BANK INDEBTEDNESS),
END OF YEAR $ 5,641,924 $ (17,044) $ (111,818)
=====================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Value of share capital issued for
acquisitions of subsidiaries $ 675,000 $ - $ -
Value of share capital issued for services $ 200,000 $ - $ -
Value of share capital recorded for
compensation expense (Note 5) $ 56,940 $ - $ -
Acquisition of capital assets with debt $ 2,686,533 $ - $ -
Interest paid $ 166,393 $ 104,365 $ 30,154
Income taxes paid $ - $ 9,019 $ 244
Page 3 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
1. DESCRIPTION OF BUSINESS
Belzberg Technologies Inc. and its wholly-owned subsidiaries ("the
Corporation") is a supplier of global internet trading solutions,
intelligent order routing systems, e-commerce gateways and
business-to-business integration solutions with revenues to date
primarily from the financial sector. The Corporation's name was changed
from Belzberg Financial Markets & News International Inc. in July, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles ("GAAP") and
include the following significant accounting policies. A reconciliation
of the differences between Canadian GAAP and GAAP in the United States of
America ("U.S. GAAP") is presented in Note 17.
Principle of consolidation
The consolidated financial statements of the Corporation include the
accounts of Belzberg Technologies Inc. and its wholly-owned subsidiaries,
Belzberg Financial Markets & News Inc., Belzberg Financial Markets (USA)
Inc., eContracts Inc. and Electronic Brokerage Systems, Inc. All
significant intercompany transactions and balances have been eliminated.
Cash and cash equivalents
Cash includes cash equivalents, which are investments having an original
term to maturity of less than or equal to 90 days.
Capital assets
Capital assets are recorded at cost and are amortized over their
estimated useful lives at the following rates:
Furniture and equipment - 10 year straight-line
Computer equipment - 3 year straight-line
Computer equipment under capital lease - 3 year straight-line
Leasehold improvements - lesser of straight-line
over term of lease and
useful life
The gain on sale and lease-back of computer equipment is recorded as
deferred revenue and is amortized on a straight-line basis over the term
of the lease.
Page 4 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Goodwill
Goodwill represents the excess of the purchase price over the fair value
of the identifiable net assets acquired in business combinations
accounted for as purchases. Amortization is recorded on a straight-line
basis over seven years.
The Corporation reviews the carrying value of goodwill for potential
impairment on an ongoing basis. In order to determine if such a permanent
impairment exists, management considers projected future earnings before
income taxes, cash flows and market-related values of the acquired
businesses. A permanent impairment in the value of goodwill is written
off against earnings in the year such impairment occurs.
Revenue recognition and deferred revenue
The Corporation recognizes revenue from software and data rental and from
transaction fees in accordance with American Institute of Certified
Public Accountants Statement of Position 97-2, Software Revenue
Recognition as amended. Revenue is recognized on a monthly basis as
services are provided once a contract has been signed, the software has
been delivered and accepted, and collectibility is assured.
The Corporation on occasion enters into contracts which require
significant production, modification, customization and installation of
software. These contracts are accounted for using the percentage of
completion revenue recognition method.
Deferred revenue represents billings in advance of the provision of
services.
Research and development and government assistance
The Corporation expenses research and development costs as incurred.
Government assistance for research and development is recognized when
earned and when the amount and timing of realization is reasonably
determinable.
At December 31, 2000, the Government of Canada completed their assessment
of the Corporation's claims for assistance comprised of scientific
research and experimental development tax credits and agreed to refund
$1,149,779 related to the taxation years 1996 to 1999. Accordingly, this
recoverable amount was recorded in fiscal 2000.
Foreign currency translation
Monetary assets and liabilities are translated into Canadian dollars at
the exchange rate at the balance sheet date and non-monetary items are
translated at their historical exchange rates. Revenues and expenses are
translated at the average rate of exchange in effect during the fiscal
period, except for amortization of non-monetary assets, which is
translated at the same historical rates as the related assets.
Translation gains and losses are included in income in the period in
which they occur.
Page 5 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
In fiscal year 2000, the Corporation implemented the recommendations of
the Canadian Institute of Chartered Accountants Handbook Section 3465,
Accounting for Income Taxes. Under these recommendations, the liability
method of tax allocation is used in accounting for income taxes. Under
this method, future income tax assets and liabilities are determined
based on differences between the financial reporting and tax bases of
assets and liabilities, and measured using the substantively enacted tax
rates and laws that will be in effect when the differences are expected
to reverse. Prior to the adoption of the new recommendations, income tax
expense was determined using the deferral method of tax allocation.
Deferred tax expense was based on items of income and expense reported in
different years in the financial statements and tax returns and measured
at the rate in effect in the year the difference originated. There is no
material impact on the financial statements resulting from this change
either in the current year or in the prior years presented.
Stock-based compensation
The Corporation has a stock-based compensation plan, as described in Note
10. No compensation expense is recognized when stock options are issued
to employees. Any consideration paid by employees on the exercise of
stock options is credited to share capital.
Warrants issued for services are valued at fair value using the Black
Scholes pricing model. Fair value, as represented by the most recent
stock price at which shares are exchanged in the market place, is used as
the basis for recording stock issued as compensation.
Accounting estimates
The preparation of financial statements in conformity with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities, and disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from such estimates.
3. RESTRICTED CASH
The Corporation is required to maintain a term deposit of $81,000 with
its bank in order to secure any balance which may be outstanding from
time to time on credit cards issued to employees.
Page 6 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
4. CAPITAL ASSETS
2000
--------------------------------------
Accumulated Net Book
Cost Amortization Value
---------- ------------ ----------
Furniture and equipment $ 343,894 $ 77,671 $ 266,223
Computer equipment 968,520 393,056 575,464
Computer equipment under
capital lease 3,160,393 510,935 2,649,458
Leasehold improvements 294,493 34,456 260,037
-------------------------------------------------------------------------
$4,767,300 $1,016,118 $3,751,182
=========================================================================
1999
--------------------------------------
Accumulated Net Book
Cost Amortization Value
---------- ------------ ----------
Furniture and equipment $ 241,711 $ 46,994 $ 194,717
Computer equipment 604,842 173,769 431,073
Computer equipment under
capital lease 432,906 82,399 350,507
Leasehold improvements 174,049 10,148 168,901
-------------------------------------------------------------------------
$1,458,508 $ 313,310 $1,145,198
=========================================================================
In 2000, the Company sold and leased-back certain computer equipment. The
gain on sale of approximately $170,000 was recorded as deferred revenue
and is amortized on a straight-line basis over the thirty-month period of
the leases. The Corporation recognized $28,370 of the gain in 2000.
Amortization of computer equipment under capital lease amounted to
$428,536 for the year ended December 31, 2000 (December 31, 1999 -
$59,356).
Included in administration expenses in the year ended December 31, 1999
is $112,500 of leasehold improvements related to the Corporation's
previous premises that were written off in 1999.
Page 7 of 20
5. ACQUISITIONS
On July 7, 2000, the Corporation acquired all of the outstanding common
shares of eContracts Inc. for consideration of $150,000 cash plus the
issuance of up to 46,500 common shares at $9 per share. Of the share
consideration, 25,000 shares have been issued to December 31, 2000, with
the remaining to be issued contingent upon the vendor remaining employed
by the Corporation, as follows:
Common shares
December 31, 2001 12,500
July 31, 2002 9,000
The acquisition was recorded as follows:
Office furniture and equipment $ 9,989
Goodwill 398,061
-------------------------------------------------------------------------
Cost of acquisition $408,050
=========================================================================
Consideration paid
Cash $150,000
25,000 common shares 225,000
Acquisition costs 33,050
-------------------------------------------------------------------------
$408,050
=======================================================================
The issuance of common shares on December 31, 2001 and July 31, 2002 will
result in compensation expense. The Corporation will record the
compensation expense over the period of the employment agreement. As of
December 31, 2000, the Company recorded compensation expense of $56,940.
As a result, operating expenses and share capital increased by $56,940
respectively (Note 10).
On July 17, 2000, the Corporation acquired the remaining 25% minority
interest in Electronic Brokerage Systems, Inc. from an individual, who
holds options in Belzberg Technologies Inc., in return for the issuance
of 50,000 common shares having a market value of $9.00 per share. The
exchange amount represents the value agreed to by the Corporation and the
shareholder. Allocation of the purchase price based on the fair values of
the net assets acquired resulted in the recording of goodwill of
$450,000.
6. BANK INDEBTEDNESS
At December 31, 2000, the Corporation had arranged for a line of credit
of $1 million and letters of credit for $1 million. The new banking
facility is to be secured by a general security agreement covering the
assets of the Corporation. In prior years, the Corporation had a facility
of $500,000, secured by Corporation assets.
Page 8 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
At December 31, 1999, the Corporation had a line of credit of $750,000
through a factoring company, secured by assets of the Corporation, which
facility was cancelled in 2000. Included in accounts payable and accrued
liabilities at December 31, 1999 is $267,011 relating to this line of
credit.
8. OBLIGATIONS UNDER CAPITAL LEASE
The Corporation is committed to the following minimum payments under
capital lease obligations:
2000 1999
---------- --------
2000 $ - $211,437
2001 1,210,542 198,769
2002 1,065,510 66,369
2003 577,479 19,811
-------------------------------------------------------------------------
2,853,531 496,386
Less interest portion at average annual rates
of approximately 11% 573,154 87,220
-------------------------------------------------------------------------
2,280,377 409,166
Less current portion 862,286 170,689
-------------------------------------------------------------------------
$1,418,091 $238,477
=========================================================================
Interest expense on capital lease obligations amounted to $166,393 for
the year ended December 31, 2000 (December 31, 1999 - $25,123).
9. NOTE PAYABLE
The note payable is unsecured, bears interest at 10% per annum, and
matured in February, 2000. Interest on the loan for the year ended
December 31, 2000 amounted to $12,459 (December 31, 1999 - $79,242).
10. CAPITAL STOCK AND STOCK OPTIONS
The following is a summary of capital stock:
2000 1999
----------- ----------
Share capital $17,900,241 $6,227,000
Compensation expense (Note 5) 56,940 -
-------------------------------------------------------------------------
$17,957,181 $6,227,000
=========================================================================
Page 9 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
10. CAPITAL STOCK AND STOCK OPTIONS (continued)
All references to common shares reflect a five for one split which
occurred in July, 2000. The following summarizes authorized and issued
capital stock:
Authorized
Unlimited number of common shares
Number of
Common Shares Amount
-------------- -----------
Balance, January 1, 1999 6,815,485 $ 5,129,468
Issued during 1999 (a) 888,105 1,097,532
-------------------------------------------------------------------------
Balance, December 31, 1999 7,703,590 6,227,000
Issued during 2000 (c) 3,027,800 11,673,241
-------------------------------------------------------------------------
Balance, December 31, 2000 10,731,390 $17,900,241
=========================================================================
(a) During 1999, the Corporation issued 825,000 common shares upon the
exercise of share options by officers and directors of the
Corporation for total proceeds of $775,757. A further 63,105 shares
were issued to third parties for total consideration of $321,775.
(b) During 2000, the Corporation adopted a stock option plan under
which the board of directors can grant to employees, officers,
directors and consultants stock options to purchase from treasury
up to 6,000,000 common shares of the Corporation, of which
4,789,000 have been granted.
(c) During 2000, the Corporation issued a total of 3,027,800 shares, of
which 2,088,800 shares were issued from treasury for proceeds of
$8,263,241, 899,000 shares were issued to employees who exercised
options for proceeds of $3,210,000 and 40,000 were issued as
compensation expense representing a cost of $200,000. Of the shares
issued from Treasury, 25,000 shares were issued at $9 per share as
partial consideration for the acquisition of eContracts Inc.; and
50,000 shares at $9 per share for the remaining interest in
Electronic Brokerage Systems , Inc. (Note 5).
There was a total of 1,800,000 share purchase warrants issued for
proceeds of $1,782,900 in relation to the private placements as
follows:
Number of Price of Common Share to be Purchased
Warrants Per Warrant Expiry Date
--------- ------------------------------------- -----------------
650,000 $ 4.00 February 10, 2005
600,000 $10.00 February 14, 2003
500,000 $ 5.00 February 14, 2005
50,000 $ 7.76 March 31, 2002
------------------------------------------------------------------------
1,800,000 $ 6.38 (weighted average)
=========================================================================
Page 10 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
10. CAPITAL STOCK AND STOCK OPTIONS (continued)
(c) (continued)
The following table summarizes information about stock options
outstanding at December 31, 2000 and 1999:
2000
--------------------------------------------------------------------------------
Weighted Average
Remaining
Number Contractual Life Options
Exercise Price Outstanding (Years) Exercisable
------------------------- ----------- ----------------- -----------
$ 3.00 350,000 5.86 350,000
$ 4.48 20,000 6.75 20,000
$ 5.00 2,130,000 6.09 2,048,000
$ 7.00 210,000 4.40 87,500
$ 7.50 98,000 6.63 -
$ 7.60 27,000 4.58 -
$ 8.00 125,000 6.59 125,000
$ 8.50 27,500 4.58 -
$ 9.00 125,000 6.50 125,000
$10.00 175,000 6.75 50,000
$12.00 250,000 6.59 125,000
$14.75 150,000 4.71 -
$15.00 200,000 5.21 200,000
$18.00 2,000 4.88 -
--------------------------------------------------------------------------------
$ 6.83 (weighted average) 3,889,500 3,130,500
================================================================================
1999
--------------------------------------------------------------------------------
Weighted Average
Remaining
Number Contractual Life Options
Exercise Price Outstanding (Years) Exercisable
------------------------- ----------- ----------------- -----------
$ 3.00 820,000 6.89 815,000
$ 3.60 250,000 6.67 250,000
$ 4.48 20,000 7.75 20,000
$ 5.00 2,307,500 7.05 2,162,000
--------------------------------------------------------------------------------
$ 4.38 (weighted average) 3,397,500 3,247,000
================================================================================
Page 11 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
10. CAPITAL STOCK AND STOCK OPTIONS (continued)
(c) (continued)
Changes for the stock option plan during the years ended December 31,
2000 and 1999 were as follows:
Weighted Weighted
Average Average
2000 Exercise Price 1999 Exercise Price
---------- -------------- ---------- --------------
Options outstanding,
beginning of year 3,397,500 $ 4.38 1,725,000 $2.48
Options granted 1,391,000 10.58 2,497,500 4.84
Options exercised (899,000) 3.57 (825,000) 1.00
--------------------------------------------------------------------------------------------------
Options outstanding,
end of year 3,889,500 $ 6.83 3,397,500 $4.38
==================================================================================================
Options exercisable,
end of year 3,130,500 $ 6.11 3,247,000 $4.35
==================================================================================================
11. INCOME TAXES
The provision for income taxes reported differs from the amount computed
by applying the Canadian statutory rate to income before taxes for the
following reasons:
2000 1999
---------- ------------
Loss before income taxes $(340,999) $(2,650,049)
--------------------------------------------------------------------------------
Combined basic federal and provincial rates 43.90% 44,62%
--------------------------------------------------------------------------------
Benefit based on statutory income tax rate $(149,700) $(1,182,450)
Decrease in tax benefit resulting from:
Losses and temporary differences incurred in
the year not tax affected 124,900 1,182,450
Permanent differences 24,800 -
U.S. corporate and minimum tax 5,063 9,019
--------------------------------------------------------------------------------
$ 5,063 $ 9,019
================================================================================
Page 12 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
11. INCOME TAXES (continued)
The Corporation has accumulated income tax losses of approximately
$7,629,000 as at December 31, 2000 that may be used to reduce future
taxable income. The benefit of these losses has not been reflected in
these financial statements. The loss carryforwards expire as follows:
Canada United States Total
---------- --------------- --------
2003 $ 56,000 $ - $ 56,000
2004 122,000 - 122,000
2005 130,000 - 130,000
2006 1,945,000 - 1,945,000
2007 315,000 - 315,000
2011 - 270,000 270,000
2012 - 2,022,000 2,022,000
2018 - 228,000 228,000
2019 - 489,000 489,000
2020 - 2,052,000 2,052,000
- --------------------------------------------------------------
$2,568,000 $5,061,000 $7,629,000
==============================================================
Under the asset and liability method to recognize future tax assets and
liabilities adopted January 1, 2000, the tax effect of loss carryforwards
and significant temporary differences representing future tax assets at
December 31, 2000, 1999 and 1998 are as follows:
2000 1999 1998
---------- ---------- ----------
Tax benefit of losses carryforward $3,189,600 $2,400,000 $3,481,000
Capital assets 94,900 218,000 96,000
Share issue costs 268,000 116,000 61,000
- --------------------------------------------------------------------------------
Total deferred tax asset 3,552,500 2,734,000 3,638,000
Valuation allowance 3,552,500 2,734,000 3,638,000
- --------------------------------------------------------------------------------
Deferred tax asset or liability $ - $ - $ -
================================================================================
The Corporation has determined that realization of the future income tax
asset does not meet the "more likely than not" criteria for recognition
and therefore a valuation allowance has been recorded against this future
income tax asset.
Page 13 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
12. CHANGES IN NON-CASH WORKING CAPITAL ITEMS
The changes in non-cash working capital items consist of the following:
2000 1999 1998
------------ ---------- -----------
Accounts receivable $(2,340,535) $(250,386) $ (757,016)
Government assistance receivable (1,023,706) - 114,422
Prepaid and sundry assets (177,772) 79,076 (83,252)
Accounts payable and accrued liabilities (1,284,786) 713,230 1,171,343
Deferred revenue (139,136) 356,464 584,295
- --------------------------------------------------------------------------------
(4,965,935) $ 898,384 $1,029,792
================================================================================
13. RELATED PARTY TRANSACTIONS
During 1999, the Corporation paid rent to a company controlled by certain
directors and officers of the Corporation in the amount of $165,996. No
rent was paid to these companies in the year ended December 31, 2000.
14. COMMITMENTS
The Corporation's commitments, primarily for occupancy costs, require
future minimum payments as summarized below at December 31, 2000:
2001 $1,088,439
2002 929,234
2003 909,800
2004 925,682
2005 959,101
Thereafter 3,031,003
----------------------------------------
$7,843,259
========================================
Page 14 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
15. SEGMENTED INFORMATION
The Corporation operates and manages its business in one industry - the
financial services sector. The Corporation designs and markets trade
execution software primarily for the financial sector. The following
information for each revenue stream is reviewed by management:
2000 1999 1998
----------- ---------- ----------
Revenue
Recurring software
routing fees $ 6,226,461 $4,526,190 $3,132,090
Transaction fees 3,276,096 643,912 -
Software development
and installation 1,909,349 667,876 459,584
Other 539,723 66,121 384,446
- --------------------------------------------------------------------------------
$11,951,629 $5,904,099 $3,976,120
================================================================================
The Corporation operates internationally with a portion of its business
conducted in the United States.
Information about the Corporation's geographic operations is given below:
2000 1999 1998
----------- ---------- ----------
Revenues
Canada $ 6,134,517 $2,479,425 $1,526,052
United States 5,817,112 3,424,674 2,450,068
- ----------------------------------------------------------------------
$11,951,629 $5,904,099 $3,976,120
======================================================================
Total assets
Canada $11,831,898 $2,067,073 $1,506,263
United States 3,627,627 802,181 536,520
- ----------------------------------------------------------------------
$15,459,525 $2,869,254 $2,042,783
======================================================================
Capital assets
Canada $ 3,112,179 $ 958,500 $ 394,482
United States 639,003 186,698 95,555
- ----------------------------------------------------------------------
$ 3,751,182 $1,145,198 $ 490,037
======================================================================
Page 15 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
16. FINANCIAL INSTRUMENTS
Fair value of financial instruments
Bank indebtedness, accounts receivable, government research and
development incentives, accounts payable and accrued liabilities, and
notes payable are all short-term in nature and, as such, their carrying
values approximate fair value. Other financial instruments are recorded
at amounts which approximate fair value.
Foreign currency risk
The Corporation has significant sales and expenditures denominated in
U.S. dollars and is therefore exposed to currency fluctuations.
Credit risk
The Corporation is subject to risk of non-payment of accounts receivable.
The Corporation mitigates this risk by monitoring the credit worthiness
of its clientele monthly as software and data fees are generated. At
December 31, 2000, amounts due from two customers accounted for 26.8% of
total accounts receivable (December 31, 1999 - three customers for 64%).
17. UNITED STATES ACCOUNTING PRINCIPLES
These financial statements have been prepared in accordance with Canadian
GAAP, which conform in all material respects applicable to the
Corporation with those in the United States during the periods presented
except with respect to the following:
(a) Under Canadian GAAP, there is no requirement to record compensation
expense on the issue of stock options to employees or directors.
Under U.S. GAAP, Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-based Compensation",
establishes financial accounting and reporting standards for
stock-based employee compensation plans as well as transactions in
which an entity issues its equity instruments to acquire goods or
services from non-employees. As permitted by the Statement, the
Corporation has elected to follow the intrinsic value method of
accounting for stock-based compensation arrangements with
employees, as provided for in APB Opinion No. 25. During the year
ended December 31, 2000, certain compensatory stock options were
issued to consultants at option prices less than the estimated
market price. The estimated fair market value of the option is
recorded as deferred stock compensation expense and is amortized to
earnings over the life of the option.
Page 16 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
17. UNITED STATES ACCOUNTING PRINCIPLES (continued)
(a) (continued)
For purposes of reconciliation to U.S. GAAP, the estimated fair
market value of $5,398,607 would be recorded as additional paid-in
capital and deferred stock compensation and the related
amortization of the deferred stock compensation expense of
$460,841, for the year ended December 31, 2000 would be recorded as
an expense in the statement of operations. The fair value of the
options was estimated at December 31, 2000 using the Black-Scholes
option pricing model with the following weighted average
assumptions for the period: risk-free interest rate of 5.94%,
expected life of the options of 5 years; expected volatility of 35%
and a dividend yield of zero. Fair value determinations in the
first quarter of 2001 resulted in a substantial recovery of this
compensation expense subsequent to the year-end.
(b) In June 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 133 "Accounting for Derivative Instruments and
hedging activities". The statement establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging
activities. It requires that the entity recognize all derivatives
as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The statement
is effective for the fiscal quarters of the Corporation's fiscal
year beginning January 1, 2001. The Company has determined that
none of its contractual arrangements falls within the scope of SFAS
No. 133.
(c) In June 2000, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101B (SAB 101B), "Amendment: Revenue
Recognition in Financial Statements". SAB 101B amends Staff
Accounting Bulletin No. 101 (SAB 101), Revenue Recognition in
Financial Statements, to defer the implementation until the fourth
quarter of the fiscal year beginning after December 15, 1999. SAB
101 provides guidance on the recognition, presentation and
disclosure of revenue in financial statements of all public
registrants. Changes in the Corporation's revenue recognition
policy resulting from the implementation of SAB 101 would be
reported as a change in accounting principle. The change in revenue
recognition policy could result in a cumulative adjustment in the
quarter the Corporation adopts SAB 101. The Corporation has
assessed the implications of SAB 101 and concluded that there are
no significant cumulative adjustments.
(d) In March, 2000, the FASB issued Interpretation No. 44, "Accounting
for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25", which, among other things,
would require variable-award accounting for repriced options from
the date the option is repriced until the date of exercise. This
Interpretation was effective July 1, 2000, but certain conclusions
in this Interpretation cover specific events that occur after
either December 15, 1998, or January 12, 2000. The Corporation has
determined that no events have occurred that would be affected by
this Interpretation.
Page 17 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
17. UNITED STATES ACCOUNTING PRINCIPLES (continued)
(e) Under SFAS No. 128, "Earnings Per Share", basic earnings per share
are calculated in a similar manner to Canadian GAAP except that
under Canadian GAAP, diluted earnings per share is computed in
accordance with the imputed interest method while U.S. GAAP
calculates diluted earnings per share in accordance with the
treasury stock method. Diluted earnings per share do not differ
from basic earnings per share under Canadian and U.S. GAAP as the
effect on the loss per share of the exercise of the potentially
dilutive securities is not dilutive for all periods presented.
(f) SFAS 130 "Reporting Comprehensive Income", requires that a
statement of comprehensive income be displayed with the same
prominence as other financial statements. Comprehensive income,
which incorporates net income, includes all changes in equity
during a period except those resulting from investments by and
distributions to owners. The Corporation has determined that there
is no other comprehensive income to report during the periods
presented under U.S. GAAP. There is no requirement to disclose
comprehensive income under Canadian GAAP.
(g) The principal difference between U.S. and Canadian GAAP with
respect to the determination of the fair value of a long-lived
asset that has been impaired, is the requirement under U.S. GAAP to
discount the future net cash flows of the asset at an appropriate
interest rate. Canadian GAAP requires net cash flows to be
determined without discounting. There was no difference to net
income reported under U.S. or Canadian GAAP as result of applying
these policies in the years in which write-offs of long-lived
assets were reported.
(h) Under U.S. GAAP, government research and development assistance
would be recorded as a reduction of the income tax provision.
Canadian GAAP requires the assistance to be recorded as a reduction
of research and development expense.
In 2000, the Corporation recorded government research and
development assistance of $1,149,779. There was no research and
development assistance recorded during the years ended December 31,
1999 and 1998.
(i) The Corporation has presented the costs incurred in the stock
exchange listing as an other item in the income statement because
of its non-recurring nature. Under U.S. GAAP, these costs would be
included in administrative expenses within operating expenses.
(j) The following table reconciles the net loss for the year ended
December 31, 2000 with that which would have been reported had the
financial statements been presented in accordance with U.S. GAAP.
There were no material adjustments to report for the other periods
presented in these financial statements.
Page 18 of 20
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
17. UNITED STATES ACCOUNTING PRINCIPLES (continued)
(j) (continued)
Net loss in conformity with Canadian GAAP $346,062
Stock compensation expense, included in
administrative expenses [Note 17(a)] 406,841
------------------------------------------------------------------
Net loss in conformity with U.S. GAAP $806,903
==================================================================
Basic and diluted loss per common share - U.S. GAAP $ (0.09)
==================================================================
Had the financial statements been prepared in accordance with U.S.
GAAP, the amounts on the balance sheet as at December 31, 2000
which differ from those repotted under Canadian GAAP would be as
follows:
Canadian GAAP Adjustment U.S. GAAP
---------------- -------------- -------------
SHAREHOLDERS' EQUITY
Capital Stock $17,957,181 $ - $17,957,181
Warrants 1,782,900 - 1,782,900
Deferred stock compensation - (4,937,766) (4,937,766)
Additional paid in capital - 5,398,607 5,398,607
Deficit (9,075,468) (460,841) (9,536,309)
- ---------------------------------------------------------------------------------------------
$10,664,613 $ - $10,664,613
=============================================================================================
(k) Under U.S. GAAP the statement of cash flows for the year ended
December 31, 2000 would report the same amount for cash used in
operating activities as reported under Canadian GAAP as follows
OPERATING ACTIVITIES
Net loss $ (806,903)
Items not affecting cash
Amortization of capital assets 794,565
Amortization of goodwill 47,711
Amortization of gain on disposal of capital assets (28,370)
Services rendered for capital stock consideration 200,000
Compensation expense (Note 5) 56,940
Amortization of stock based compensation 460,841
Change in non-cash working capital items (4,965,935)
------------------------------------------------------------------
$(4,241,151)
==================================================================
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BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999
(in Canadian dollars)
- --------------------------------------------------------------------------------
17. UNITED STATES ACCOUNTING PRINCIPLES (continued)
(l) Under U.S. GAAP, Consolidated Statements of Shareholders' Equity
are also presented as follows:
Common Shares
and Warrants Additional Deferred
------------------------- Paid-in Stock
Number Amount Capital Compensation Deficit Total
---------- -------- ---------- ------------ ----------- -----------
BALANCE, January 1, 1999 6,815,485 $ 5,129 468 $(6,070,338) $ (940,870)
Issuance of common shares 888,105 1,097,532 1,097,532
Net loss (2,659,068) (2,659,068)
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1999 7,703,590 6,227,000 (8,729,406) (2,502,406)
Issuance of common shares
For cash 2,912,800 10,798,241 10,798,241
For acquisition of subsidiaries 75,000 675,000 675,000
As compensation expense 40,000 200,000 200,000
As compensation expense
(Note 5) - 56,940 56,940
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 2000 10,731,390 17,957,181
==========
Issuance of warrants
for cash 1,800,000 1,782,900 1,782,900
==========
Issuance of compensatory options $5,398,607 $(5,398,607) -
Amortization of deferred
stock compensation 460,841 - 460,841
Net loss (806,903) (806,903)
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 2000 $19,740,081 $5,398,607 $(4,937,766) $(9,536,309) $10,664,613
==================================================================================================================================
18. COMPARATIVE FIGURES
Certain of the comparative figures have been reclassified to conform to
the current financial statement presentation.
19. SUBSEQUENT EVENTS
On January 26, 2001, the Corporation received a private placement of $5
million for the issuance of 333,334 common shares from treasury.
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