2000 Annual Report
Contents:

Corporate Profile
President's Letter
A Primer on Wound Healing
Selected Financial Data
MD&A:
     Management's Discussion and Analysis of Financial
     Condition and Results of Operations
Price Range of Common Stock
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated State of Stockholder Equity
Consolidated Statement of Cash Flow
Notes to Consolidated Financial Statement
Report of Cert. Financial Accountants
Independent Auditors Report
Corporate Directory and Data

BioSpecifics Technologies Corp

CORPORATE PROFILE

BioSpecifics Technologies Corp. is a biopharmaceutical company with a focus on wound healing and tissue remodeling It produces Collagenase ABC, an enzyme that digests collagen in order to remove non-viable tissue from skin ulcers and wounds. Collagenase Santyl® is the leading enzymatic debridement ointment sold in the United States and is sold under other trademarks abroad.

The mission of BioSpecifics is to further our central role in the healing of wounds and to develop drugs to provide healthcare professionals with a precise chemical "tool" that can deliver pinpoint, minimally invasive therapy for conditions that will benefit from the removal of collagen.


LETTER FROM THE PRESIDENT

To Our Stockholders:

Our fiscal year ended on a very favorable note. Smith & Nephew, the number two company in the world for wound healing products became the new distributor of Collagenase Santyl® Ointment. Based on their significant commitment, we are confident about the long-term prospects for this product. Smith & Nephew, a global medical device company with worldwide revenues of $1.7 billion, aims to achieve worldwide leadership in the advanced wound management market. It develops, manufactures, and markets a wide range of innovative and technologically advanced tissue repair products, and is deeply committed to the wound healing market, an arena in which we have focused our energies.

Smith & Nephew believes the acquisition of the Santyl® marketing rights gives it the opportunity to promote Santyl® alongside its existing portfolio of products, thereby providing a complete wound care healing system. Their strategy is to grow the product portfolio at the high end of technology and be seen as a "one-stop shop" in wound care to its hospital and health provider clients.

We look forward to a long period of collaboration. Smith & Nephew plans to invest behind the brand to confirm the clinical benefit of collagenase for new therapeutic indications, which is in line with our strategy to expand its use to a variety of conditions. In the long term, certainly, the prospects for this new relationship are quite promising.

RESEARCH

We're very pleased that the progress of our research on our injectables has been good during this period. It is a testament to the quality of the collagenase injectable rather than just to our stewardship.

A summary of the excellent results at Stonybrook University for the treatment of Dupuytren's disease (Cordase™) ™ has been submitted to the FDA. As many of you know Dupuytren's is a condition of the fingers, which prevents their opening. We anticipate following this up with further results at Stanford University and subsequent findings at Stonybrook within the next few months. We have also begun construction of a first class manufacturing facility for the injectables.

In addition to the fine results with Cordase™, twenty five patients with Peyronie's disease have been treated at the leading center in the U.S, with our potential product Plaquase™. In this disease a plaque forms on the side of the penis and may make sexual function problematical. These were open label trials and have been very encouraging for both the investigator and the patients. Currently, the only proven therapy for Dupuytren. s and Peyronie. s diseases is surgery. There is a real need for a non-surgical treatment for these diseases. Of course, we continue our efforts to further develop what we consider the enormous potential of collagenase in wound healing.

We have spent considerable effort this year in upgrading our manufacturing processes and facilities. This grew out of the observations from the FDA, and from the need to prepare, across the board, for future growth. In this connection we are fundamentally upgrading our Curacao facility to state of the art. This will also enable us to produce more of our product, a requirement which we anticipate as a result of the very active sales program planned by Smith & Nephew.

I am grateful to our employees for their hard work over the past year, a most challenging one. I look forward to their continued dedication, and to the continued support of our shareholders.

Sincerely,
Edwin H. Wegman
President and Chairman

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  A PRIMER ON WOUND HEALING

NEW STRIDES~OLD CHALLENGES

Ever since the earliest cavemen was mauled by a mammoth, stabbed by a flint-headed spear or burned by a stone age cooking fire, men and women have fought to heal wounds. Down the ages we've learned much about healing. And a good thing, too, since modern medicine has to cope with various sores and ulcers that didn't trouble your typical injured cavemen. They usually died too quickly for such ailments as bedsores or diabetic ulcers to appear.

Today, in the midst of modern medicine's triumphs over so many microbes, and with greater understanding of the importance to clearing wounds the science of wound healing has made great advances. Yet the old challenge remains: Most wounds heal themselves. When they don't, we have a devil of a job helping them do so. Ambrose Pare said in 1585: "I dressed (the wound), but God healed it".

It's been true for centuries. As Dr. I. Kelman Cohen, chairman of the Division of Reconstructive Surgery at Virginia Commonwealth University, writes "Hippocrates practiced good basic wound care in his day." Yet it took 2,500 years for the Pasteur Institute to begin the truly scientific study of how the body heals. And it wasn't until the 20th century that Alexis Carrel launched the first groping efforts to enhance the process.

The last two decades have brought enormous strides as developmental biology and biochemistry probe ever deeper into the makeup and processes of life. Not just of cells, but deep down into the molecular level. And now, at the dawn of the 21st century, new discoveries are leading to a ferment of approaches and products painstakingly studied to test their usefulness in healing wounds.

Conveniently oversimplified, we now know that there are three main stages to the normal healing of a wound. (1) Inflammation as the body's Sanitation Department moves to clean out dead or damaged cells. (2) Then new cells arrive and proliferate through a network of extracellular connective tissue (collagen). And (3) The collagen and cells mature and remodel as the wound heals and closes.

Each of these stages has many overlapping steps going on, with current research trying to understand more of each step's chemistry and progression, and how one step may affect others in the process.

A cursory look at the field shows research under way in all three stages.

In the first stage - inflammation and destruction - researchers zero in on understanding and increasing the role of white blood cells in fighting bacteria and clearing out dead cells. Similarly, they study collagenase, the enzyme that helps remove connective tissue, because you need collagenase to break down dead connective tissue so new tissue can form.

New uses for the crucial application of collagenase to supplement the body. s own natural enzyme are constantly being discovered. At the same time, various new dressings and medicines seek to shield wounds from further contamination.

The second and third stages are where many innovative approaches have begun to bear fruit. Science has learned far more about how cells arrive at the wound along their connective tissue matrix, to then do Mother Nature's healing tricks. Strides in understanding the process let researchers test ways to quicken various steps. Essentially, they use the biological equivalent of reverse engineering to take molecules apart and see how they work.

Living molecules such as collagen aren't static. They're dynamic, constantly changing as they do their jobs in the body. The more we learn, the more we can help them work better.

Various laboratories are collecting or synthesizing many of the growth factors identified in the creation and life of cells. Professor of Physiology Dr. Ira Herman of Tufts University has shown in his laboratory experiments that the presence of collagenase makes wound healing six times faster. Other researchers are developing delivery systems to provide protein molecules in the proper forms to help build cells.

It's a daunting task. While the basic processes of cell creation are known, details and mechanisms vary among different kinds of cells. Lung tissue uses a super-thin membrane to allow the body to transfer oxygen from the air into our blood. Blood vessels have to grow properly in order to feed other cells. Muscle, bone and nerve cells all have their own pathways. Skin - the final protective armor - must grow in all its complexity even as all the rest comes on line. And the various kinds of collagen connective tissue must grow when and where they are needed. At every step of these parallel processes, various kinds of growing cells and connective tissue affect each other.

A particularly fascinating field of research in this area involves neonatal cell constituents and processes, because a fetus exhibits remarkably strong ability to regenerate wounded tissue. Scientists are extremely hopeful about this work because there are only two ways the body heals a wound: either by regenerating tissue, or by knitting wounds together with a scar. Nature often takes the latter approach and thus could do with man made help to encourage regeneration and reduce scarring.

An example is new living skin substitutes which have the ability to "piggy-back" neonatal cell growth factors into a wound while providing a covering shield. According to Rod Skaggs, chief of the wound healing division at Smith & Nephew, marketer of leading items in this field: "Many of us have a leg up, luckily, because collagen and collagenase research has already established so many beachheads."

Just as there are different kinds of cells, there are different kinds of connective tissue bridging them together. But the stem of the tough collagen molecule seems to be the same in all kinds. It's the ends of each microscopic strand that diverge. And the collagenase enzyme seems capable of splitting the ends off almost every kind of collagen so that nature can rebuild them nearer to the specifically required form.

The ferment of research on many fronts bodes well for the field of wound healing. Yet experts in the field sadly remind us that everything in wound healing still hinges on antisepsis and debridement -- on killing germs and cleaning out dead tissue so the various wonderful new stuff can work. Otherwise, says research biologist George Rodeheaver at the University of Virginia, "You're just pouring $500-a-dose gold into a sewer."

So far, we believe that the best biological aid in debridement continues to be synthetically produced collagenase, more useful at this stage of wound healing than has been demonstrated yet in the other two. Unlike many other elements of the process, however, adverse effects from manipulating collagen seems to be minimal.

Getting new discoveries or ways to create and deliver wound healing products to patients is a tortuous, costly path of which the discovery is only the beginning. First it has to be tried out in the laboratory. Then it goes on a long journey of testing to prove (1) that it works and (2) that it doesn't cause harm. Then all the test results are submitted to regulatory bodies such as the U.S. Food and Drug Administration for licensing. Since each new use requires fresh FDA approval, this expensive process takes a long time. We must be sure that each new clinical study is both accurate and unassailable. As Northwestern University's Dr. Monica Marrow, chairman of a key FDA review group, explains, there's always "concern about sample size and statistical issues."

Nevertheless, wound care is a swiftly growing industry already estimated to involve at least $10 billion a year worldwide. That's understandable. Aging populations drive up the number of chronic wounds such as diabetic foot ulcers, pressure ulcers and bedsores. Meanwhile, burns remain one of the leading causes of injury throughout the world. Not to mention the many wounds that result from the activities of daily living.

Right now, by far most of the money spent on wound healing still goes for inert products such as bandages, sutures, dressings, surgical remedies and for clearing adhesions. But inexorable demographics fuel the march to higher and higher medical expenditures. So industry experts like Dr. Alex Arrow of pl-x.com (The Patent & License Exchange, the global market for intellectual property assets), see a swing toward more spending on active therapy products to reduce the overall cost of patent care. "The market could grow to $18-20 billion in the next decade," Arrow says.

Maybe 15% of all diabetes patients in the U.S. develop a foot ulcer, with some 50,000 of them a year leading to amputation. Similarly, almost $2 billion a year is spent on active therapeutic approaches to bedsores. It takes very few hours in bed for a hospital patient to develop a bedsore wherever blood supply is hampered by a body's pressure on a mattress. So it's not surprising that already, another $1 .5 billion a year goes to preventive efforts.

Similarly, treating the average burn patient takes vast sums of money which could be reduced by faster healing. So medical economics is spurring today's far-flung research into new ways to heal all kinds of wounds.

One thing is certain: just like the war against germs -- which has entered entire new theaters of research since bacteria began to mutate their way around antibiotics -- the fight to heal wounds will continue to obsess medical science, finance and the rest of mankind. Other Wound Healing Companies

Name Symbol Name Symbol

Abbott Labs

ABT

Gliatech

GLIA

Advance Tissue Sciences

ATIS

Healthpoint

n.a.

Beiersdorf . Jobst

n.a.

Human Genome Sciences

HGSI

Bertek

n.a

Integra Lifesciences Corp.

IART

Biomet Inc.

BMET

Johnson & Johnson

JNJ

Bio-Technology General Corp.

BTGC

LifeCell

LIFC

Carrington Laboratories

CARN

Marel Corp.

n.a.

Cellegy Pharmaceuticals

CLGY

Novartis

NVS

Chiron Corp.

CHIR

Organogenesis

ORG

Chrysalis Biotechnology, Inc.

n.a.

Ortho McNeil Pharmaceuticals

JNJ

Coloplast

n.a.

Ortec International

ORTC

Convatec (sub.of Bristol Myers Squibb)

BMS

Protein Polymer Technologies

PPTI

Creative BioMolecules

CBMI

SangStat Medical

SANG

CryoLife

CRY

Smith & Nephew

SNN

Derma Sciences, Inc.

DSCI

Theratechnologies

n.a.

Dow Hickham Pharmaceuticals

n.a.

3M

MMM

Dumex Medical

n.a.

Westaim Biomedical

n.a.

Genzyme Tissue Repair

GZTR    

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SELECTED FINANCIAL DATA
(in thousands, except per share amounts)

The following table summarizes certain selected financial data. The selected data is derived from, and is qualified by reference to, our financial statements.

Year Ended January 31,

2000

1999

1998

1997

1996

CONSOLIDATED STATEMENTS OF INCOME (LOSS):

         

Revenues:

         

Net sales

$3,544

$4,556

$3,389

$3,786

$2,528

Royalties

3,077

2,506

2,436

2,089

1,920

 

6,621

7,062

5,825

5,875

4,448

Costs and expenses:

         

Cost of sales

2,080

2,164

1,665

1,700

1,179

General and administrative

2,972

1,776

1,527

1,512

1,771

Research and Development

1,659

2,050

1,905

1,583

1,822

Other

200

87

-

-

500

 

6,911

6,077

5,097

4,795

5,272

Income (loss) from operations

(290)

985

728

1,080

(824)

Investment income - net

158

435

506

384

515

Income (loss) before taxes

(142)

1,379

1,200

1,426

(308)

Credit (provision) for income taxes

302

(139)

(364)

(300)

(40)

Net income (loss)

$160

$1,240

$836

$1,126

$(348)

Net income (loss) per share - basic and diluted

$.04

$0.26

$0.17

$0.23

$(0.07)

Weighted average shares outstanding

4,540

4,714

4,839

4,925

4,882

           

January 31,

2000

1999

1998

1997

1996

CONSOLIDATED BALANCE SHEETS:

         

Cash and investments

$5,172

$7,189

$6,775

$5,607

$4,684

Working capital

7,815

8,993

8,460

7,512

6,373

Total assets

10,762

11,377

11,199

9,906

9,267

Total liabilities

1,849

1,707

1,779

924

1,422

Retained earnings

7,827

7,667

6,427

5,592

4,466

Stockholders' equity

8,911

9,670

9,419

8,892

7,844

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Information provided by the Company or statements contained in this report or made by its employees, if not historical, are forward looking information, which involve uncertainties and risk. The Company cautions readers that important factors may affect the Company's actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. Such factors include, but are not limited to, government regulation, the ability of the Company to complete the renovation of its production facilities and comply with the Form 483 and FDA Letter, the Company's estimate that its inventory of product is sufficient until the renovated facilities can produce again, changing market conditions, the impact of competitive products and pricing, the timely development and approval by the FDA and foreign health authorities of potential products, market acceptance of the Company's potential products, and other risks detailed herein and in other filings the Company makes with the Securities and Exchange Commission. Further, any forward looking statement or statements speak only as of the date on which such statements were made, and the Company undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement or statements were made.

GENERAL

BioSpecifics Technologies Corp. is a biopharmaceutical company with a focus on wound healing and tissue remodeling. It has pioneered the application of collagenase for several disease conditions, notably dermal ulcers, pressure sores (bedsores), and second and third degree burns. BioSpecifics produces Collagenase ABC, the essential ingredient in the prescription drug Collagenase Santyl® Ointment sold in North America, and under other trademarks abroad.

BioSpecifics has two injectable Collagenase ABC derived product candidates in clinical trials. The first product is for Dupuytren's disease, a deformity of the hand where fingers contract toward the palm, often resulting in functional disability. The other product is for Peyronie's disease, a deformity of the penis. Currently, the only proven therapy for these diseases is surgery. Both product candidates have "Orphan Drug" designation from the FDA.

RESULTS OF OPERATIONS

REVENUES

Net product sales were $3,543,563 and $4,556,033 for the fiscal years ended January 31, 2000 and 1999, respectively, a decrease in fiscal 2000 of $1,012,470 or 22%. Sales of the product, Collagenase ABC, to KPC decreased by 22% and sales to the Company's customer in Brazil decreased by 30%, due to timing of deliveries. At January 31, 2000 the Company had approximately $380,000 of deliveries in arrears due to the product not being ready for delivery. The remaining decrease represents reduction in the volume of sales orders, which the Company views as temporary.

Royalties earned on Collagenase Santyl® ointment sales by KPC were $2,947,302 and $2,505,851 for the fiscal years ended January 31, 2000 and 1999, respectively, representing an increase in fiscal 2000 of $441,451 or 18%. During the fourth quarter of fiscal 2000, KPC initiated a sales promotion for Santyl® . Wholesalers responded by buying at record levels, as reported to the Company by KPC.

The Company recorded a $130,000 license fee in the fiscal year ended January 31, 2000 as a result of the reversal of revenue that was deferred in prior years, under a license agreement that was terminated. In fiscal 1999, there was no licensing activity. See "Collagenase ABC - Agreements for the Distribution of Collagenase ABC".

COST OF SALES

Cost of sales was $2,080,000 and $2,163,695 respectively, in fiscal 2000 and 1999, a decrease in fiscal 2000 of $83,695 or 4%. The gross profit percentage decreased by 10 percentage points in fiscal 2000 (42%) versus fiscal 1999 (52%) because certain of the Company. s fixed production costs were absorbed into a lower number of units sold in fiscal 2000 as compared to fiscal 1999.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses ("SG&A") were $2,971,635 and $1,776,293 respectively, in fiscal 2000 and 1999, an increase in fiscal 2000 of $1,195,342, or 67%. Since May 1999, the Company engaged consultants to assist in responding to FDA observations from FDA inspectors made on FDA. s Form 483 ("483. s), the cost of which is included in SG&A. Additionally, production laboratory personnel were highly involved in the response effort as well, resulting in some level of production inactivity. Therefore, some of their employment costs are included in SG&A in fiscal 2000. The Company anticipates that it will continue to incur considerable consultation costs and the involvement of its laboratory personnel in responding to the 483s through the foreseeable future, although such involvement could decrease in future periods. See "Liquidity, Capital Resources, and Changes in Financial Condition".

RESEARCH AND DEVELOPMENT

Research and development expenses ("R&D") were $1,659,087 and $2,050,049 respectively, in fiscal 2000 and 1999, a decrease in fiscal 2000 of $390,962 or 19%. The Company is currently sponsoring Phase 2 clinical trials of injectable collagenase for Dupuytren's disease and a Phase 1 trial for Peyronie's disease, both of which have been granted Orphan Drug status by the FDA. Internal R&D costs have declined as development moves to clinics. Also, as described above, laboratory personnel have been involved in the response effort to the 483s, including R&D personnel, whose costs have been partially allocated to SG&A. The Company anticipates that there will be continued involvement of its R&D personnel in responding to the 483s, although such involvement should decrease in future periods.

OTHER EXPENSES

Capital asset abandonment charges were $200,000 and $87,250 respectively, in fiscal 2000 and 1999. In fiscal 2000, the Company wrote off certain production assets as a result of the renovation at the Curacao facility that began March 1, 2000. In fiscal 1999, the Company also wrote off certain production assets.

OTHER INCOME, NET

Other income, net was $158,128 and $434,911 respectively, in fiscal 2000 and 1999, a decrease in fiscal 2000 of $276,783. The decrease was due to the decrease in market value of the Company. s investments in equity securities held as trading securities.

INCOME TAXES

The Company's benefit (provision) for income taxes was $302,000 and $(139,300) respectively in fiscal 2000 and 1999. The fiscal 2000 benefit represents an increase in deferred tax assets, principally relating to orphan drug tax credits, offset by current tax liabilities of $36,000 for federal, state and foreign income taxes. The fiscal 1999 provision represents current taxes of $309,100 on taxable earnings, offset by a $109,800 increase in deferred tax assets, principally related to orphan drug tax credits and other credits. The principal reason for the difference between the United States Federal statutory tax rate of 34% and the Company's effective tax rate is due to recognition of orphan drug and other tax credits available to the Company as a result of its qualified research and development expenditures, and a 2% tax rate applicable to pre-tax earnings from operations of the Company's subsidiary in Curacao, state income tax benefit, and non-deductible items. The 2% tax rate granted to the Company. s subsidiary by the Curacao government (the "tax holiday") expired December 31, 1999. The Company has requested an extension of the tax holiday but has not yet been informed of the Curacao government. s decision. If the tax holiday is not extended, the tax rate applicable to pre-tax earnings from operations could go up to 30%. There can be no assurance the Curacao government will extend the tax holiday.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

The Company's primary source of working capital is from operations, which includes sales of product, royalties, and periodic license fees. At January 31, 2000, the Company had working capital of approximately $7.8 million which includes cash and cash equivalents, and marketable securities of approximately $5.2 million. The principal source of cash in fiscal 2000 was approximately $909,000 from operating activities. This was offset by approximately $897,000 million used to purchase plant, property and equipment and approximately $700,000 for investing activities.

The Company's manufacturing facilities in New York and Curacao are registered with, and licensed by, the FDA. In January and March of 1999, ABC was issued a List of Inspectional Observations on FDA Form 483 (the "Form 483") from FDA inspectors, citing numerous inspectional observations relating to deficiencies in the Company's compliance with FDA regulations at its Lynbrook, New York and Curacao, Netherlands Antilles facilities. In addition, on May 10, 1999, ABC received a letter from the FDA (the "FDA Letter") citing certain inspectional observations relating to deficiencies at its Lynbrook, New York facility, Curacao, Netherlands Antilles facility, and contract manufacturing facility at KPC. The FDA Letter advised ABC that the FDA will institute formal proceedings to revoke the ABC's Establishment License to manufacture Collagenase Santyl® Ointment unless ABC provided satisfactory assurances to the FDA, including submitting to the FDA a comprehensive plan of corrective action to address the observations listed in the Form 483 and the FDA Letter, and otherwise demonstrate compliance with applicable regulatory requirements. The Company has provided the FDA with a plan of corrective action and has had a number of meetings with the FDA to discuss the plan of corrective action and the renovation of the Curacao production facility. ABC has submitted a number of periodic updates to the FDA on progress under the plan. ABC hired outside consultants and employed additional staff for its reorganized Quality Unit. The Company has retained an outside consulting firm with expertise in FDA regulatory compliance matters to assist in developing and implementing the corrective action plan.

The Company has produced the enzyme Collagenase ABC (the "enzyme"), the active ingredient in Collagenase Santyl® Ointment, at its Lynbrook and Curacao facilities. The Company started extensive renovations at the Curacao facility in March 2000, which resulted in the suspension of enzyme production there. The Company voluntarily suspended the production of the enzyme at the Lynbrook facility and is in the process of planning renovations for that facility, although final stage production and testing continues there. As a result of the renovation at the Curacao facility that began March 1, 2000, the Company wrote off production assets with a carrying value of approximately $200,000 for the year ended January 31, 2000.

The Company invested approximately $1.1 in new equipment through April 2000 and will invest at least an additional $2.2 million to $2.6 million in new equipment and renovations at its Curacao, Netherlands Antilles and Lynbrook, New York facilities over the next twelve months. This investment is intended to address matters described in the Form 483 and the FDA Letter, as well as to modernize and ensure the efficiency of the Company. s production process. Through January 31, 2000 the Company had spent approximately $1,000,000 for professional fees and other expenses in connection with the remediation of the FDA's deficiency observations, and estimates it could spend an additional $600,000 in fees in connection with the remediation of the FDA's deficiency observations.

A supplement (the "supplement. ) to ABC. s Establishment License will have to be approved by the FDA after renovation before any additional enzyme produced at the Curacao facility can be used by KPC. As part of the approval process for the supplement, the FDA may conduct an inspection of the Curacao facility. The Company estimates that in the best-case scenario, either one or both the Curacao and Lynbrook facilities could be back in production by the fourth quarter of calendar 2000 and have enzyme available for KPC during the third quarter of calendar 2001. Due to the uncertainty of the FDA approval process however, there can be no assurances that target dates will be met. In anticipation of the renovation and suspension of manufacturing operations, the Company accumulated an inventory of the product which it estimates KPC can use to contract manufacture Collagenase Santyl® Ointment into the second quarter of calendar 2001. In the opinion of the Company, this would permit KPC to supply S&N with the ointment through the second quarter of calendar 2002.

Although the Company believes that it has made considerable progress in addressing the FDA concerns addressed in the Form 483 and the FDA Letter, if the Company is unable to further address these matters in a timely manner, there may be delays in the delivery of the product produced in the renovated facilities to KPC for use to contract manufacture Collagenase Santyl® Ointment. Such delays could have a material adverse effect on the Company. s future operating results.

With approximately $7.8 million of working capital, including approximately $5.2 million in cash and marketable securities at January 31, 2000, the Company believes it has adequate financial resources needed to take corrective action and continue its operations.

Year 2000

The Company experienced no difficulties related to preparing its computer systems and hardware to contend with the issues related to the year 2000 ("Year 2000"). The Company continues to monitor its computer systems and hardware.

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PRICE RANGE OF COMMON STOCK

The common stock of BioSpecifics trades on the Nasdaq National Market tier of the Nasdaq Stock Market under the Symbol BSTC. As of January 31, 2000, BioSpecifics had 4,529,766 shares of common stock outstanding. The quarterly range of high and low closing sales prices of BioSpecifics common stock, as reported on the Nasdaq National Market, are shown below.
Year ended January 31, 2000 High Low
1st Quarter $4.00 $3.31
2nd Quarter $3.75 $2.94
3rd Quarter $2.94 $1.88
4th Quarter $2.50 $1.63
 
Year ended January 31, 1999 High Low
1st Quarter $8.25 $4.50
2nd Quarter $6.13 $4.50
3rd Quarter $6.25 $4.13
4th Quarter $5.00 $3.25

Dividend Policy

It is BioSpecifics' current policy to retain earnings to finance the growth and development of its business. Any payment of cash dividends in the future will depend upon the financial condition, capital requirements and earnings of BioSpecifics as well as such other factors as the Board of Directors may deem relevant. BioSpecifics' Board of Directors has authorized two buyback programs for the repurchase of a total of 600,000 shares of common stock. Through January 31, 2000, a total of 361,380 shares have been repurchased at an average price of $5.29 per share.

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CONSOLIDATED BALANCE SHEET
January 31, 2000

Assets
Current assets:  
     Cash and cash equivalents $4,221,447
     Marketable securities 951,398
     Accounts receivable 1,484,326
     Inventories 1,779,531
     Deferred tax assets, net 686,206
     Prepaid expenses and other current assets 268,942
          Total current assets 9,391,850
 
Property, plant and equipment, net 1,221,337
Due from related party 119,780
Other assets 28,812
   
  $10,761,779
   

Liabilities and Stockholders' Equity

Current liabilities:  
     Accounts payable and accrued expenses $ 1,516,915
     Notes payable to related parties 13,010
     Income taxes payable 2,342
     Deferred revenue 45,000
          Total current liabilities 1,577,267
      
Commitments and contingencies
     
Minority interest in subsidiaries 271,448
     
Stockholders' equity:
     Series A Preferred stock, $.50 par value, 700,000 shares authorized; none outstanding -
     Common stock, $.001 par value; 10,000,000 shares authorized; 4,891,146 shares issued 4,891
     Additional paid-in capital 3,734,375
     Retained earnings 7,826,810
     Accumulated other comprehensive loss 7,412
      11,573,488
     Less: Treasury stock, 361,380 shares at cost (1,911,237)
          Notes receivable from chairman (750,815)
     Total stockholders' equity 8,911,436
      $10,761,779
See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF INCOME
Years ended January 31, 2000 and 1999
2000 1999
Revenues:
     Net sales $ 3,543,563 4,556,033
     Royalties 2,947,302 2,505,851
     License fees 130,000 -
6,620,865 7,061,884
Costs and expenses:
     Cost of sales 2,080,000 2,163,695
     Selling, general and administrative 2,971,635 1,776,293
     Research and development 1,659,087 2,050,049
     Capital asset abandonment charge 200,000 87,250
      6,910,722 6,077,287
     
Income (loss) from operations (289,857) 984,597
     
Other income (expense):
     Investment and other income 163,049 441,894
     Interest expense (4,921) (6,983)
      158,128 434,911
     
Income (loss) before provision for
     income taxes and minority interest
(131,729) 1,419,508
Benefit (provision) for income taxes 302,000 (139,300)
Income before minority interest 170,271 1,280,208
Minority interest in net income of subsidiaries 10,600 40,500
Net income $159,671 1,239,708
     
Basic net income per share $.04 $.26
     
Weighted-average common shares outstanding 4,540,341 4,713,690
     
Diluted net income per common share $.04 $.26
     
Weighted-average common and dilutive
     potential common shares outstanding
4,542,028 4,800,406
See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended January 31, 2000 and 1999
 

 

 

Common Stock

 

Additional paid- in

 

 

Retained

Accumulated

other comprehensive

 

 

Treasury

Notes

Receivable

from

 

 

 

 

 

 

Comprehensive

 

Shares

Amount

capital

earnings

(loss)/gain

stock

Chairman

Total

income

Balance at January 31, 1998

4,886,096

$4,886

$3,617,005

$6,427,433

$(3,354)

$(626,501)

-

$9,419,469

--

                   

Options exercised

5,050

5

20,170

--

--

--

--

20,175

--

                   

Options granted to consultant

--

--

97,200

--

--

--

--

97,200

--

                   

Treasury stock purchases

--

--

--

--

--

(1,107,087)

--

(1,107,087)

--

                   

Change in cumulative

translation adjustment

--

--

--

--

253

--

--

253

253

                   

Net income

--

--

--

1,239,708

--

--

--

1,239,708

1,239,708

 

________

_____

_________

_________

______

__________

__________

_________

_________

Balance at January 31, 1999

4,891,146

4,891

3,734,375

7,667,141

(3,101)

(1,733,588)

--

9,669,718

1,239,961

                   

Treasury stock purchases

--

--

--

--

--

(177,649)

--

(177,649)

--

                   

Change in cumulative

translation adjustment

--

--

--

--

10,513

--

--

10,513

10,513

                   

Notes receivable from Chairman

--

--

--

--

--

--

(750,815)

(750,815)

--

                   

Net income

--

--

--

159,671

--

--

--

159,671

159,671

 

________

_____

_________

_________

______

__________

__________

_________

_________

Balance at January 31, 2000

4,891,146

$4,891

$3,734,375

$7,826,810

$7,412

$(1,911,237)

$(750,815)

$8,911,436

$170,184

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CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended January 31, 2000 and 1999
  2000 1999
Cash flows from operating activities:
      Net income $159,671 1,239,708
      Adjustments to reconcile net income to net
     cash provided by operating activities:
           Depreciation, amortization, and
         capital asset abandonment charge
389,605 349,593
           Options issued to third parties - 97,200
           Loss (gain) on sales of marketable securities, net 86,848 (93,895)
           Minority interest in earnings of subsidiaries 10,600 40,500
               Cumulative translation adjustment 10,511 253
           Changes in operating assets and liabilities:
               Accounts receivable (282,323) 110,994
               Inventories (291,006) (5,805)
               Prepaid expenses and other current assets (133,320) 133,394
               Due from related party 75,000 (75,000)
               Deferred tax assets, net (338,000) (169,206)
               Due from related parties - 25,506
               Other assets 24,882 (16,893)
               Marketable securities, net 1,064,705 334,745
               Accounts payable and accrued expenses 337,015 (130,072)
               Income taxes payable (74,596) 16,726
               Deferred revenue (130,000) -
                   Net cash provided by operating activities 909,592 1,857,748
 
Cash flows from investing activities:
     Due from related party (6,500) -
     Increase in notes receivable from chairman (693,995) -
     Expenditures for property, plant and equipment (897,226) (115,666)
              Net cash used in investing activities (1,597,721) (115,666)
     
Cash flows from financing activities:
     Proceeds from exercise of stock options - 20,175
     Increase in notes payable to related parties 500 500
     Treasury stock purchases (177,649) (1,107,087)
              Net cash used in financing activities (177,149) (1,086,412)
     
Change in cash and cash equivalents (865,278) 655,670
Cash and cash equivalents at beginning of year 5,086,725 4,431,055
Cash and cash equivalents at end of year $ 4,221,447 5,086,725
Supplemental disclosures of cash flow information:
     Cash paid during the year for:
         Interest $ 4,921 6,983
         Income taxes $ 108,327 224,940
See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2000 and 1999

  1. Principles of Consolidation

    The accompanying consolidated financial statements include the accounts of BioSpecifics Technologies Corp. (the "Company"), its majority-owned subsidiaries, Advance Biofactures Corp. ("ABC - New York") and Advance Biofactures of Curacao N.V. ("ABC - Curacao") and its wholly-owned subsidiary, Biospecifics Pharma GmbH ("Bio Pharma") of Germany. All significant intercompany transactions and balances have been eliminated in consolidation.

  2. Description of Business

    The Company produces a fermentation-derived enzyme named Collagenase ABC (the "product" or "enzyme") which is licensed by the U.S. Food and Drug Administration (the "FDA"). The Company operates a production facility in Lynbrook, New York (the "Lynbrook Plant or Facility") and in Curacao, Netherlands Antilles (the "Curacao Plant or Facility"). The Company is also researching and developing additional products derived from this enzyme for potential use as pharmaceuticals.

    In the fiscal year ended January 31, 2000, the Company derived 85% of its net sales of product revenues and 100% its royalty revenues from one customer, Knoll Pharmaceutical Company ("KPC"). KPC acts as the Company. s contract manufacturer by compounding the product into Collagenase SantylÒ (SantylÒ ), an ointment used to treat various types of skin wounds, particularly chronic dermal ulcers and severely burned areas. The Company and KPC are parties to a licensing agreement expiring in August 2003 providing KPC with exclusive rights to market SantylÒ ointment in North America in exchange for purchases of the product and royalties on KPC. s SantylÒ sales to distributors. The license agreement has an automatic ten-year renewal clause unless KPC elects not to renew the agreement. The rest of the Company. s revenues come from product sales to pharmaceutical companies in Brazil and India.

    On January 31, 2000, KPC sublicensed its exclusive marketing rights to Smith & Nephew Inc. ("S&N") with the Company. s consent (See Note 3).

  3. Regulatory Compliance Matter and Subsequent Events

In 1999, the Company was issued a list of inspectional observations made by the FDA in Form 483 citing numerous deficiencies in the Company. s compliance with FDA regulations at its manufacturing plants in Lynbrook and Curacao and at KPC. s contract manufacturing facility. The FDA advised the Company that they would revoke the Company. s license to manufacture the enzyme and ointment unless the Company could immediately provide satisfactory assurance to the FDA (including submitting a comprehensive plan of corrective action) addressing the FDA. s observations and otherwise demonstrate compliance with the applicable regulations.

The Company responded to the FDA by submitting a comprehensive plan of corrective action providing for (i) the renovation of the Lynbrook and Curacao manufacturing plants, (ii) the reorganization of the Company. s quality control and quality assurance departments, (iii) an upgrade of quality control standards and procedures and (iv) the hiring of additional personnel in the quality control and quality assurance departments. The Company has retained an outside consulting firm with expertise in FDA regulatory compliance matters to assist in developing and implementing the corrective action plan.

The Company started renovating the Curacao plant in March 2000 and as a result suspended the production of enzyme at that location. The Curacao plant will not resume the production of enzyme until construction is complete, the plant is validated and the FDA permits the Company to resume operations and approves the product itself. The Company also voluntarily suspended the production of enzyme at its Lynbrook facility, although final-stage production and testing continue there. Renovations at the Lynbrook facility are planned to begin in the second quarter of calendar 2000. In anticipation of the renovations and suspension of manufacturing operations, the Company accumulated an inventory of the product which it estimates KPC can use to contract manufacture SantylÒ into the second quarter of calendar 2001. In the opinion of the Company, this would permit KPC to supply S&N with SantylÒ through the second quarter of calendar 2002.

Management estimates that the Company will spend approximately $3.5 million to remediate both plants. Approximately $1.1 million has been spent through April 2000 on new equipment. In addition, the Company incurred consulting fees and other expenses of approximately $1 million through January 31, 2000 and believes it will incur additional expenses of approximately $600,000 during the fiscal year ended January 31, 2001. The Company believes that the plant remediation program and changes in the Company quality control policies and procedures outlined in the corrective plan will adequately address the FDA. s concerns. Management also believes that the capital-spending plan will modernize the Company. s facilities and improve operational efficiency.

A supplement to ABC. s Establishment License will have to be approved by the FDA after the renovation before any additional enzyme produced at the Curacao facility can be used by KPC. As part of the approval process for the supplement, the FDA may conduct an inspection of the Curacao facility. The Company currently estimates that either one or both the Curacao and Lynbrook facilities could be back in production by the fourth quarter of calendar 2000 and have enzyme available for KPC during the third quarter of calendar 2001. Due to the uncertainty of the FDA approval process however, there can be no assurances that target dates will be met.

Although the Company believes that it has made considerable progress in addressing the FDA concerns addressed in the Form 483 and the FDA Letter, if the Company is unable to further address these matters in a timely manner, there may be delays in the delivery of product produced in the renovated facilities to KPC for use to contract manufacture Collagenase SantylÒ Ointment. Such delays could have a material adverse effect on the Company. s future operating results. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the incurrence of liabilities in the normal course of business.

With approximately $7.8 million of working capital, including approximately $5.2 million in cash and marketable securities at January 31, 2000, the Company believes it has adequate financial resources needed to take corrective action and continue its operations.

On January 31, 2000, pursuant to a sublicense and assignment agreement, to which ABC is not a party, KPC sublicensed its rights to Smith & Nephew, Inc. ("S&N") with the consent of ABC. Under the sublicense, KPC will continue to purchase the product from the Company and manufacture the ointment. S&N will market the ointment. In connection with the sublicense, the Company entered into several agreements with KPC and S&N.

These included an agreement allocating responsibility under the KPC Agreement among ABC, KPC, and S&N for both the sublicense and license period. Another agreement imparts certain obligations upon ABC to address the FDA issues concerning the Curacao and Lynbrook manufacturing facilities. KPC will assign its license rights in the KPC Agreement to S&N in the event of FDA approval of a compliance program being undertaken by ABC. If the license rights are assigned to S&N, the KPC agreement will be automatically extended at that time until 2013.

4. Summary of Significant Accounting Policies

Marketable Securities

Marketable securities principally consist of investments in common and preferred stocks. These investments are classified as trading securities and are adjusted to market value at the end of each accounting period. Unrealized holding gains and losses on trading securities are included in investment and other income in the accompanying consolidated statements of income.

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market.

Long-Lived Assets

Property, plant and equipment are stated at cost, less accumulated depreciation. Machinery and equipment, furniture and fixtures, and autos are depreciated using the straight-line method over their estimated useful lives of 5 to 10 years. Leasehold improvements are amortized over the shorter of estimated useful lives or the term of the lease.

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. The Company recorded capital asset abandonment charges of $200,000 and $87,500 in the fourth quarter of fiscal 2000 and fiscal 1999, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all temporary investments and time deposits with original maturities of three months or less to be cash equivalents. There was approximately $800,000 of cash equivalents at January 31, 2000.

Cumulative Translation Adjustment

The functional currency of Bio Pharma is the German mark and its assets and liabilities are translated into the U.S. dollar at year-end exchange rates and income and expense items are translated at average exchange rates for the period. Gains and losses resulting from translation are included in stockholders' equity as accumulated other comprehensive income (loss). The assets and liabilities of ABC Curacao are denominated in U.S. dollars. Certain local transactions are conducted in local currency and translated at average exchange rates for the period.

Royalties and License Fee Income

The Company enters into licensing agreements with pharmaceutical companies regarding the sale of the Company's approved product and potential products. License fees for potential products are recognized as income in the year agreements are entered into if related license fees are non-refundable. License fees attributable to agreements which contain refund provisions are deferred until all provisions of the agreements are fulfilled.

Research and Development

The Company conducts various research and development activities for the approved product and for potential products. Research and development costs are charged to expense when incurred. These costs amounted to $1,659,087 and $2,050,049 in 2000 and 1999, respectively.

Net Income Per Share

Basic EPS is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that would occur if common stock equivalents were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The treasury stock method is used to calculate the number of dilutive shares, which represents the gross number of dilutive shares reduced by the number of shares purchasable from the proceeds of stock options assumed to be exercised.

Stock Based Compensation

The Company accounts for stock options in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based Compensation", which gives companies the choice to adopt the fair value method for expense recognition of employee stock options or continue to account for stock options and stock based awards using the intrinsic value method as outlined under Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25") and to make pro forma disclosure of net income and net income per share as if the fair value method had been applied.

The Company has elected to continue to apply APB 25 for stock options and stock based awards and has disclosed pro forma net earnings and net earnings per share for the years ended January 31, 2000 and 1999 as if the fair value method had been applied.

Use of Estimates

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of accounts receivable, prepaid assets, accounts payable, and accrued expenses approximate fair value because of the short maturity of those instruments. The fair value of receivables due from the Chairman and a related party, and notes payable to related parties approximates their carrying values as their stated interest rates are similar to other rates currently offered by local institutions for similar term loans.

Reclassifications

Certain fiscal 1999 amounts have been reclassified to conform to the fiscal 2000 presentation.

5. Marketable Securities

Marketable securities at January 31, 2000 consist of common and preferred stock, with a cost basis of $1,027,740, unrealized holding losses of $76,342, and fair market value of $951,398. Fair values are based upon quoted market prices.

6. Inventories

Inventories at January 31, 2000 consist of:
Raw materials $ 101,961
Work-in-process 1,381,331
Finished goods 296,239

$1,779,531

7. Property, Plant and Equipment, net

Property, plant and equipment at January 31, 2000 consist of:

Machinery and equipment $1,372,278

Furniture and fixtures 321,250

Leasehold improvements 729,626

Automobiles 67,019

2,490,173

Less accumulated depreciation and amortization (1,268,836)

$1,221,337

Depreciation and amortization expense amounted to $189,605 and $275,548 in fiscal 2000 and 1999, respectively. The Company had capital asset abandonment charges of $200,000 and $87,500 in the fourth quarter of fiscal 2000 and 1999, respectively.

8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at January 31, 2000 consist of:

Accounts payable and accrued expenses $1,118,508

Accrued legal and other professional fees 159,738

Accrued payroll and related costs 238,669

$1,516,915

9. Income Taxes

The (provision) benefit for income taxes consists of the following:

 

2000

1999

Current:

   

Federal

$(27,900)

$(218,700)

State

(6,000)

(76,000)

Foreign

(2,100)

(14,400)

 

(36,000)

(309,100)

Deferred:

   

Federal

336,000

168,800

State

2,000

1,000

 

338,000

169,800

 

$302,000

$(139,300)