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8-K - CURRENT REPORT - Tribute Pharmaceuticals Canada Inc.slxcf_8k.htm
 
 
 
Press Release
Source: Stellar Pharmaceuticals Inc.
 
Stellar Pharmaceuticals Strong Product Sales in 2011;
Builds for the Future
 
MILTON ONTARIO APRIL 2, 2012 -- Stellar Pharmaceuticals Inc. (OTCQB:SLXCF; OTCBB:SLXCF; PINK SHEETS: SLXCF) ("Stellar" or "the Company"), an emerging specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada, today announced financial results for the year ended December 31, 2011.  In this press release, all dollar amounts are expressed in Canadian currency and results are reported in accordance with United States generally accepted accounting principles (U.S. GAAP).

2011 Highlights
 
Domestic product sales increased 35.6%
 
International product sales increased 56.4%
 
Total product sales up 42.0%
 
Gross profits from product sales up 37.9%
 
Completes acquisition of Tribute Pharmaceuticals
 
Obtains exclusive license for MycoVa in Canada

For the year ended December 31, 2011, Stellar’s total revenues were $3,869,900, which includes total product sales of $3,855,700, an increase over 2010 of 42.0%.  Revenues from other sources were $14,200.  Domestic product sales in 2011 were $2,549,400, an increase of 35.6%, which included net sales from licensed domestic products, a new revenue source for Stellar, which added $572,300.  Total international sales for 2011 were $1,306,200, an increase over 2010 of 56.4%.  Excluding one-time licensing and milestone revenues of $1,851,100 booked in 2010, total revenues increased 34.1% over the same period in 2010.

Gross profit for the year was $2,426,500, down 32.5% compared to the same period in 2010, largely due to one-time royalty and licensing revenues in 2010.  Excluding one-time licensing fees mentioned above, gross profits increased by $682,800 or 39.2% in comparison to 2010.

During 2011, the Company completed a number of important transactions designed to build revenue and grow profits in the future.  On December 1, 2011, the Company acquired 100% of the outstanding shares of Tribute Pharmaceuticals Canada Ltd. and Tribute Pharma Canada Inc. ("Tribute"), creating a much larger North American specialty pharmaceutical company.  As a result, Stellar has gained access to a portfolio of existing products, as well as certain rights to the future development and distribution of therapeutic products within the Canadian and U.S. marketplace.  In December 2011, the acquisition resulted in $572,300 in additional revenue from licensed domestic product sales.

 
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“The successful acquisition and integration of Tribute, strengthens the Company’s revenue and profit capabilities and delivers significant value for shareholders,” said Rob Harris, President  & CEO of Stellar.  “What made this transaction special, is that both companies individually were experiencing strong sales growth in 2011.”  Mr. Harris further noted, “Heading into 2012, momentum from product sales is strong and we expect double digit growth this year.  The expanded promotion of Bezalip® SR and Soriatane® is beginning to have a significant impact on sales.  According to IMS, at the end of February 2012 on a year-to-date basis, Bezalip SR grew by 11.3% compared to the same period in 2011 and Soriatane is up 20.4%.  Promotional efforts on NeoVisc® in Canada have more than doubled due to our expanded sales force as we take advantage of valuable synergies resulting from the acquisition.”  Mr. Harris went on to say, “In March 2012, Cambia® (diclofenac potassium for oral solution) obtained regulatory approval from Health Canada.  This approval was several months sooner than we anticipated and we believe it is reflective of the corroborative effort between the Company and Health Canada.”  As a result, the Company expects to launch Cambia in the second half of 2012.  Cambia is the only approved prescription NSAID in Canada for the treatment of acute migraine attacks with or without aura in adults over 18 years of age.  Cambia will compete in the migraine market in Canada, which is valued at approximately $150 million.  Cambia is the only available prescription NSAID studied and proven under guidelines published by the International Headache Society to reach statistically significant results for all four co-primary endpoints including pain free response, nausea free, photophobia free and phonophobia free.  In addition, Cambia works fast to reduce migraine pain with onset of action occurring within 30 minutes.

In 2012, Stellar will work diligently to pursue a regulatory filing with Health Canada for MycoVa™ (terbinafine topical suspension for nail fungus), a product to which Stellar obtained the exclusive Canadian distribution license for in late 2011.

Stellar continues to engage in licensing discussions for the distribution rights for NeoVisc® and Uracyst® in international territories and has recently met with the FDA in the United States to discuss a regulatory strategy for the approval of Bezalip® SR, a product that has already been approved in more than 40 countries around the world.

As a result of the acquisition and licensing activities, the Company’s current portfolio of assets includes nine medical products: NeoVisc®, NeoVisc® Single Dose, Uracyst®, BladderChek®, Bezalip® SR, Soriatane®, Cambia®, Daraprim®, and MycoVa™.

While the Company recorded a net loss for 2011 of $521,800, or $0.02 per common share, this was impacted by a number of one-time and unusual items, including an increase in selling, general and administrative expenses of $546,400, largely due to the inclusion of post-acquisition operating expenses of Tribute ($364,100), costs related to the acquisition of Tribute ($671,100), and a non-cash loss on disposal of equipment of $244,300.

As of December 31, 2011, the Company had cash and cash equivalents of $2,228,000 and remains debt free.

“Looking ahead, we have a number of exciting business development initiatives underway that we expect to enhance our growth going forward,” noted Mr. Harris.  “With the potential for new product acquisitions, licensing opportunities, growth from existing products and strengthening relationships with our existing and new partners in international markets, we are confident that our business strategy will create value for our shareholders in both the near and long-term.”

About Stellar Pharmaceuticals Inc.

Stellar Pharmaceuticals and its subsidiary, Tribute Pharmaceuticals, is an emerging Canadian specialty pharmaceutical company focused on the acquisition, licensing, development and management of pharmaceutical and healthcare products with its primary focus on the Canadian market.

Stellar markets Bezalip® SR (bezafibrate), Soriatane® (acitretin), NeoVisc® (1.0% sodium hyaluronate solution) and Uracyst® (sodium chondroitin sulfate solution 2%) in the Canadian market.  Additionally, NeoVisc® and Uracyst® are commercially available and are sold globally through various international partnerships.  Stellar is currently in negotiations to license both NeoVisc® and Uracyst® in the United States and other international markets.

Forward-Looking Statements

This press release contains certain forward-looking statements about Stellar Pharma as defined in the Private Securities Litigation Reform Act of 1995, which statements can be identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "anticipate", "estimate", "predict", "plan" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results.  Forward-looking statements, by their nature, are subject to risks and uncertainties. Stellar's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including general economic conditions, the ability of Stellar to successfully integrate operations, and the timing of expenditures and expansion opportunities, any of which could cause actual results to vary materially from current results or anticipated future results.  See Stellar’s reports filed with the Canadian Securities Regulatory Authorities and the U.S. Securities and Exchange Commission from time to time for cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from results referred to in forward-looking statements.  Stellar assumes no obligation to update the information contained in this press release to update forward-looking statements to reflect changed assumptions, the occurrence of anticipated events or changes in future operating results, financial condition or business over time.

For further information on Stellar Pharma, visit http://www.stellarpharma.com and for information on its subsidiary please visit http://www.tributepharma.com.

CONTACTS:

Stellar Pharmaceuticals Inc.
Scott Langille
CFO
519-434-1540
scott.langille@stellarpharma.com
 
 
 
or
Arnold Tenney
Chairman
705-445-9505
 


 
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STELLAR PHARMACEUTICALS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian dollars)
December 31
 
ASSETS
 
2011
   
2010
 
CURRENT
           
Cash and cash equivalents
  $ 2,227,973     $ 4,352,285  
Accounts receivable, net of allowance of $nil (2010 - $nil)
    763,810       493,370  
Inventories
    870,630       611,676  
Taxes recoverable
    180,160        
Loan receivable
    15,814       15,814  
Prepaid expenses and other receivables
    124,101       99,433  
        Total current assets
    4,182,488       5,572,578  
PROPERTY, PLANT AND EQUIPMENT, net
    1,207,462       1,568,729  
GOODWILL
    3,408,741        
INTANGIBLE ASSETS, net)
    10,409,744       139,287  
        Total assets
  $ 19,208,435     $ 7,280,594  
LIABILITIES
               
CURRENT                 
Accounts payable and accrued liabilities
  $ 2,684,542     $ 802,800  
Product returns liability
          112,500  
Amount payable and contingent consideration due)
    2,684,542        
Warrant liability
    2,543        
Total current liabilities
    4,311,374       915,300  
                 
LONG TERM WARRANT LIABILITY
          216,823  
DEFERRED TAX LIABILITY
    1,524,200        
        Total liabilities
    5,835,574       1,132,123  
                 
Contingencies and commitments
               
                 
SHAREHOLDERS’ EQUITY
               
CAPITAL STOCK
               
AUTHORIZED                 
Unlimited     Non-voting, convertible redeemable and  retractable 
preferred shares with no par value
               
Unlimited     Common shares with no par value                
                 
ISSUED
               
        Common shares 37,610,042 (2010 – 24,585,040)
    16,469,621       9,055,982  
        Additional paid-in capital options
    1,277,830       945,298  
      17,747,451       10,001,280  
DEFICIT      (4,374,590 )     (3,852,809 )
Total shareholders’ equity
    13,372,861       6,148,471  
Total liabilities and shareholders’ equity
  $ 19,208,435     $ 7,280,594  
 
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STELLAR PHARMACEUTICALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
(LOSS) INCOME
(Expressed in Canadian dollars)
FOR THE YEARS ENDED DECEMBER 31
 
   
2011
   
2010
 
REVENUES
           
Licensed domestic product net sales
  $ 572,272     $  
Other domestic product sales
    1,977,167       1,879,554  
International product sales
    1,306,215       835,381  
Royalty and licensing revenues
    14,227       2,022,383  
   TOTAL REVENUE FROM ALL SOURCES
    3,869,881       4,737,318  
COST OF SALES
               
Licensor sales and distribution fees
    484,480        
Cost of products sold
    932,755       947,069  
Write down of inventories
    26,117       120,328  
Product returns allowance
          75,160  
GROSS PROFIT
    2,426,529       3,594,761  
EXPENSES
               
Selling, general and administrative
    3,034,740       2,488,278  
Amortization of assets (non-manufacturing property, plant and equipment)
    77,951       49,720  
      3,112,691       2,537,998  
(LOSS) INCOME FROM OPERATIONS
    (686,162 )     1,056,763  
                 
NON-OPERATING INCOME (EXPENSES)
               
Retirement payout
          (401,000
Change in warrant liability
    214,280       (10,048
Change in fair value of contingent consideration
    (57,996 )      
Loss on disposal of equipment
    (259,636 )     (15,308
Research and development
    (49,977 )     (115,471
Acquisition and restructuring costs
    (671,112 )      
Accretion expense
    (6,888 )      
Interest income
    18,910       10,772  
NET (LOSS) INCOME AND COMPREHENSIVE (LOSS)                
INCOME FOR THE YEAR (before tax)
    (1,498,581 )     525,708  
DEFERRED INCOME TAX (RECOVERY)
    (976,800 )      
NET (LOSS) INCOME
  $ (521,781 )   $ 525,708  
(LOSS) EARNINGS PER SHARE   - Basic
  $ (0.02 )   $ 0.02  
                                                               - Diluted
  $ (0.02 )   $ 0.02  
WEIGHTED AVERAGE NUMBER OF COMMON
               
SHARES  OUTSTANDING              - Basic
    25,706,000       23,767,369  
                                                               - Diluted
    25,706,000       23,767,369  
 
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STELLAR PHARMACEUTICALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
FOR THE YEARS ENDED DECEMBER 31
 
   
2011
   
2010
 
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES
 
 
   
 
 
Net (loss) income
  $ (521,781 )   $ 525,708  
Items not affecting cash:
               
          Deferred income tax (recovery)
    (976,800 )      
          Amortization
    143,505       104,042  
          Loss on disposal of equipment
    259,636       15,308  
          Issuance of equity instruments for services rendered
    14,467       4,000  
          Change in warrant liability
    (214,280 )     10,048  
  Change in fair value of contingent consideration
    57,996        
          Stock-based compensation
    332,532       166,400  
          Accretion expense
    6,888        
          Change in non-cash operating assets and liabilities
    (113,611 )     483,754  
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES
    (1,011,448 )     1,309,260  
                 
CASH FLOWS (USED IN) INVESTING ACTIVITIES
               
          Additions to property, plant and equipment
    (9,990 )     (307,920 )
          Increase in other assets
    (42,521 )     (27,224 )
          Proceeds from sale of equipment
          12,630  
          Acquisition, net of cash acquired
    (1,036,110 )      
CASH FLOWS (USED IN) INVESTING ACTIVITIES
    (1,088,621 )     (322,514 )
                 
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
               
              Stock options exercised
          69,000  
              Issuance costs
    (24,243 )     (42,273 )
              Private placement units issued for cash
          1,013,600  
CASH FLOWS (USED IN) PROVIDED BY  FINANCING ACTIVITIES
    (24,243 )     1,040,327  
                 
CHANGE IN CASH AND CASH EQUIVALENTS
    (2,124,312 )     2,027,073  
                 
CASH AND CASH EQUIVALENTS, beginning of year
    4,352,285       2,325,212  
CASH AND CASH EQUIVALENTS, end of year
  $ 2,227,973     $ 4,352,285  
 
 
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