SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File No.
----------------- -------------------
March 31, 2002 001-08568
IGI, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 01-0355758
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Lincoln Avenue, Buena, NJ 08310
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(Address of principal executive offices) (Zip Code)
856-697-1441
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Registrant's telephone number, including area code
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 [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
Common Shares Outstanding at May 1, 2002
11,293,028
1
ITEM 1. Financial Statements
PART I FINANCIAL INFORMATION
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share information)
(Unaudited)
Three months ended March 31,
----------------------------
2002 2001
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<s> <c> <c>
Revenues:
Sales, net $3,894 $3,726
Licensing and royalty income 208 382
----------------------
Total revenues 4,102 4,108
Cost and expenses:
Cost of sales 2,226 2,088
Selling, general and administrative expenses 1,432 1,274
Product development and research expenses 124 172
Non-recurring charges - 660
----------------------
Operating profit (loss) 320 (86)
Interest expense (497) (550)
Other income, net 58 -
----------------------
Loss from continuing operations before benefit
for income taxes (119) (636)
Provision for income taxes (6) -
----------------------
Loss from continuing operations (125) (636)
----------------------
Discontinued operations:
Gain on disposal of discontinued business - 268
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Net loss (125) (368)
Mark to market for detachable stock warrants (362) (143)
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Net loss attributable to common stock $ (487) $ (511)
======================
Basic and Diluted Loss Per Common Share
Continuing operations $ (.04) $ (.07)
Discontinued operations - .02
Cumulative effect of accounting change - -
----------------------
Net loss attributable to common stock $ (.04) $ (.05)
======================
Basic and diluted weighted average number
of common shares outstanding 11,273,101 10,403,140
The accompanying notes are an integral part of the consolidated financial
statements.
2
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2002
(unaudited) December 31, 2001
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(in thousands except share and per share data)
<s> <c> <c>
ASSETS
Current assets:
Cash and cash equivalents $ 66 $ 10
Accounts receivable, less allowance for doubtful accounts
of $213 and $259 in 2002 and 2001, respectively 2,297 1,713
Licensing and royalty income receivable 185 255
Inventories 2,704 3,059
Prepaid expenses and other current assets 687 260
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Total current assets 5,939 5,297
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Property, plant and equipment, net 3,609 4,143
Deferred financing costs 616 659
Other assets 420 440
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Total assets $ 10,584 $ 10,539
===========================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Revolving credit facility $ 2,795 $ 2,326
Current portion of long-term debt 7,068 7,478
Accounts payable 1,866 2,071
Accrued payroll 187 134
Accrued interest 114 111
Other accrued expenses 1,128 1,033
Income taxes payable 18 12
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Total current liabilities 13,176 13,165
Deferred income 586 620
Long term debt, net of current portion 167 -
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Total liabilities 13,929 13,785
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Detachable stock warrants 1,507 1,145
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Stockholders' deficit:
Common stock $.01 par value, 50,000,000 shares
authorized; 11,298,028 and 11,243,720 shares
issued in 2002 and 2001, respectively 113 112
Additional paid-in capital 21,893 22,230
Accumulated deficit (26,858) (26,733)
---------------------------
Total stockholders' deficit (4,852) (4,391)
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Total liabilities and stockholders' deficit $ 10,584 $ 10,539
===========================
The accompanying notes are an integral part of the consolidated financial
statements.
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
----------------------------
2002 2001
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(amounts in thousands)
<s> <c> <c>
Cash flows from operating activities:
Net loss $ (125) $ (368)
Reconciliation of net loss to net cash (used by)
provided by operating activities:
Depreciation and amortization 99 127
Amortization of deferred financing costs and debt discount 145 145
Gain on sale of marketable securities (58) -
Non-recurring charges from plant shut-down - 567
Provision for loss on accounts receivable and inventories 16 28
Recognition of deferred income (34) (34)
Interest expense related to subordinated note agreement 41 40
Stock compensation expense:
Directors' stock issuance 11 28
Changes in operating assets and liabilities:
Accounts receivable (589) 906
Inventories 344 (122)
Receivables under royalty agreements 70 39
Prepaid expenses and other assets (402) (328)
Accounts payable and accrued expenses (112) (532)
Income taxes payable 6 (2)
Deferred income - 525
---------------------
Net cash (used by) provided by operating activities (588) 1,019
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Cash flows from investing activities:
Capital expenditures (36) (20)
Proceeds from sale of assets 550 -
Proceeds from sale of marketable securities 58 -
(Increase) decrease in other assets (27) 10
---------------------
Net cash (used by) provided by investing activities 545 (10)
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Cash flows from financing activities:
Borrowings under revolving credit agreement 4,303 5,263
Repayments of revolving credit agreement (3,834) (6,322)
Repayment of debt (568) -
Borrowings from EDA loan 182 -
Proceeds from exercise of common stock options and
purchase of common stock 16 35
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Net cash (used by) provided by financing activities 99 (1,024)
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Net increase (decrease) in cash and equivalents 56 (15)
Cash and equivalents at beginning of period 10 69
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Cash and equivalents at end of period $ 66 $ 54
=====================
The accompanying notes are an integral part of the consolidated financial
statements.
4
IGI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements have been prepared by
IGI, Inc. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"), and reflect all adjustments
which, in the opinion of management, are necessary for a fair presentation
of the results for the interim periods presented. All such adjustments are
of a normal recurring nature.
Certain information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the SEC, although the Company believes the disclosures are
adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001
(the "2001 10-K Annual Report").
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses from operations and has a stockholders' deficit as
of March 31, 2002. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
On February 7, 2002, the Company announced that it had entered into a
definitive agreement for the sale of substantially all of the assets of its
Companion Pet Products division to Vetoquinol U.S.A., Inc., an affiliate of
Vetoquinol, S.A. of Lure, France. Under the terms of the agreement, the
Company will receive at closing cash consideration of $16,700,000. In
addition, specified liabilities of the Company's Companion Pet Products
division will be assumed by Vetoquinol U.S.A. The cash consideration is
subject to certain post-closing adjustments.
The transaction also contemplates a sublicense by the Company to Vetoquinol
U.S.A. of specified rights relating to the patented Novasome(R)
microencapsulation technology for use in specified products and product
lines in the animal health business, as well as a supply relationship under
which the Company will supply to Vetoquinol U.S.A. certain products relating
to the patented Novasome(R) microencapsulation technology.
The closing of the transactions contemplated by the agreement is subject to
the authorization of the Company's stockholders and other customary closing
conditions. The Company anticipates recording a significant gain upon the
closing of the transactions. The Company will account for the Companion Pet
Product division as a discontinued operation after shareholder approval has
been obtained.
2. Discontinued Operations
On September 15, 2000, the shareholders of the Company approved, and the
Company consummated, the sale of the assets and transfer of the liabilities
of the Vineland division, which produced and marketed poultry vaccines and
related products. The buyer assumed liabilities of approximately
$2,300,000, and paid the Company cash in the amount of $12,500,000, of which
$500,000 was placed in an escrow fund to secure potential obligations of the
Company relating to final purchase price adjustments and indemnification.
In March 2001, the Company negotiated a resolution and received
approximately $237,000 of the escrowed funds. In addition, the Company
reduced an accrual by $31,000 for costs related to the sale. The Company's
results reflect a $268,000 gain on the sale of the Vineland division for the
three months ended March 31, 2001.
3. Debt and Stock Warrants
On October 29, 1999, the Company entered into a senior bank credit agreement
("Senior Debt Agreement") with Fleet Capital Corporation ("Fleet") and a
subordinated debt agreement ("Subordinated Debt Agreement") with American
Capital Strategies, Ltd. ("ACS"). These agreements enabled the Company to
retire approximately $18,600,000 of outstanding debt with its former bank
lenders.
Upon the sale of the Vineland division in 2000, the amount of debt pursuant
to the Senior Debt Agreement was reduced. The Senior Debt Agreement
provided for i) a revolving line of credit facility of up to $12,000,000,
5
which was reduced to $5,000,000 after the sale of the Vineland division,
based upon qualifying accounts receivable and inventory, ii) a $7,000,000
term loan, which was reduced to $2,700,000 after the sale of the Vineland
division, and iii) a $3,000,000 capital expenditures credit facility, which
was paid in full and cancelled after the sale of the Vineland division. The
borrowings under the revolving line of credit bear interest at the prime
rate plus 1.0% or the London Interbank Offered Rate plus 3.25% (5.1% at
March 31, 2002). The borrowings under the term loan credit facility bear
interest at the prime rate plus 1.5% or the London Interbank Offered Rate
plus 3.75% (5.6% at March 31, 2002). As of March 31, 2002, borrowings
under the revolving line of credit and term loan were $2,795,000 and
$1,522,000, respectively. Provisions under the revolving line of credit
require the Company to maintain a lockbox with the lender, allowing Fleet
Capital to sweep cash receipts from customers and pay down the revolving
line of credit. Drawdowns on the revolving line of credit are made when
needed to fund operations. Upon renegotiation of the covenants for the term
loan, Fleet Capital agreed to change the repayment terms to monthly payments
starting February 2001. Remaining minimum principal payments owed to Fleet
Capital for the years ending December 31, 2002, 2003 and 2004 are $375,000,
$592,000 and $555,000, respectively.
Borrowings under the Subordinated Debt Agreement bear interest, payable
monthly, at the rate of 12.5%, ("cash portion of interest on subordinated
debt"), plus an additional interest component at the rate of 2.25%,
("additional interest component") which is payable at the Company's election
in cash or in Company Common Stock; if not paid in this fashion, the
additional interest component is capitalized to the principal amount of the
debt. Borrowings under the subordinated notes were $7,394,000, offset by
unamortized debt discount of $1,861,000, as of March 31, 2002. The
Subordinated Debt Agreement matures in October 2006. In connection with the
Subordinated Debt Agreement, ACS received warrants to purchase 1,907,543
shares of IGI Common Stock at an exercise price of $.01 per share.
These warrants contained a right (the "put") to require the Company to
repurchase the warrants or the Common Stock acquired upon exercise of such
warrants at their then fair market value under certain circumstances,
including the earliest to occur of the following: a) October 29, 2004; b)
the date of payment in full of the Senior Debt and Subordinated Debt and all
senior indebtedness of the Company; or c) the sale of the Company or 30% or
more of its assets. The repurchase was to be settled in cash or Common
Stock, at the option of ACS. Due to the put feature and the potential cash
settlement which was outside of the Company's control, the warrants were
recorded as a liability which was marked-to-market, with changes in the
market value being recognized as a component of interest expense in the
period of change.
The warrants issued to ACS were valued at issuance date utilizing the Black-
Scholes model and initially recorded as a liability of $2,842,000. A
corresponding debt discount was recorded at issuance, representing the
difference between the $7,000,000 proceeds received by the Company and the
total obligation, which includes principal of $7,000,000 and the initial
warrant liability of $2,842,000. The debt discount is being amortized to
interest expense over the term of the Subordinated Debt Agreement. The
Company recognized $358,000 of non-taxable interest income, and $854,000 of
non-deductible interest expense for the years ended December 31, 2000 and
1999, respectively, associated with the mark-to-market adjustment of the
warrants.
On April 12, 2000, ACS amended its Subordinated Debt Agreement with the
Company whereby the put provision associated with the original warrants was
replaced by a make-whole feature. The make-whole feature requires the
Company to compensate ACS, in either Common Stock or cash, at the option of
the Company, in the event that ACS ultimately realizes proceeds from the
sale of the Common Stock obtained upon exercise of its warrants that are
less than the fair value of the Common Stock upon exercise of such warrants.
Fair value of the Common Stock upon exercise is defined as the 30-day
average value prior to notice of intent to sell. ACS must exercise
reasonable effort to sell or place its shares in the marketplace over a 180-
day period, beginning with the date of notice by ACS, before it can invoke
the make-whole provision. As a result of the April 12, 2000 amendment, the
remaining liability at April 12, 2000 of $3,338,000 was reclassified to
equity.
As noted above, the make-whole feature requires the Company to compensate
ACS for any decrease in value between the date that ACS notifies the Company
that they intend to sell some or all of the stock and the date that ACS
ultimately disposes the underlying stock, assuming that such disposition
occurs in an orderly fashion over a period of not more than 180 days. The
shortfall can be paid using either cash or shares of the Company's Common
Stock, at the option of the Company. Due to accounting guidance that was
issued in September 2000, the Company has reflected the detachable stock
warrants outside of stockholders' deficit as of March 31, 2002 and December
31, 2001, since the ability to satisfy the make-whole obligation using
shares of the Company's Common Stock is not totally within the Company's
control because the Company may not
6
have a sufficient quantity of authorized and unissued shares to satisfy the
make-whole obligation. This may require the Company to obtain shareholder
approval to authorize additional shares of Common Stock.
ACS has the right to designate for election to the Company's Board of
Directors that number of directors that bears the same ratio to the total
number of directors as the number of shares of Company Common Stock owned by
it plus the number of shares issuable upon exercise of its warrants bear to
the total number of outstanding shares of Company Common Stock on a fully-
diluted basis, provided that so long as it owns any Common Stock, or
warrants or any of its loans are outstanding, it shall have the right to
designate at least one director or observer on the Board of Directors. ACS
designated their member to the board of Directors at the May 16, 2001 annual
meeting of shareholders.
The Senior Debt Agreement and the Subordinated Debt Agreement, as amended,
contain various affirmative and negative covenants, such as minimum tangible
net worth and minimum fixed charge coverage ratios. Due to the Company's
non-compliance as of March 31, 2002 with certain of the covenants, the
Company has classified all debt owed to ACS and Fleet Capital as current
liabilities.
4. Inventories
Inventories are valued at the lower of cost, using the first-in, first-out
("FIFO") method, or market. Inventories at March 31, 2002 and December 31,
2001 consist of:
March 31, 2002 December 31, 2001
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(amounts in thousands)
<s> <c> <c>
Finished goods $1,951 $2,177
Raw materials 753 882
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Total $2,704 $3,059
====== ======
5. Regulatory Proceedings and Legal Proceedings
Settlement of U.S. Regulatory Proceedings
In March 1999, the Company reached settlement with the Departments of
Justice, Treasury and Agriculture regarding investigations and proceedings
that they had initiated earlier. The terms of the settlement agreement
provided that the Company enter a plea of guilty to a misdemeanor and pay a
fine of $15,000 and restitution in the amount of $10,000. In addition, the
Company was assessed a penalty of $225,000 and began making monthly payments
to the Treasury Department which continued through the period ending January
31, 2002. The expense of settling with these agencies was reflected in the
1998 results of operations. The settlement did not affect the inquiry being
conducted by the SEC, nor did it affect possible governmental action against
former employees of the Company.
In April 1998, the SEC advised the Company that it was conducting an inquiry
and requested information and documents from the Company, which the Company
voluntarily provided to the SEC. On March 13, 2002, the Company reached a
settlement with the staff of the SEC to resolve matters arising with respect
to the investigation of the Company. Under the settlement, the Company
neither admitted nor denied that the Company violated the financial
reporting and record-keeping requirements of Section 13 of the Securities
Exchange Act of 1934, as amended, for the three years ended December 31,
1997. Further, the Company agreed to the entry of an order to cease and
desist from any such violation in the future. No monetary penalty was
assessed.
The SEC's investigation and settlement focused on alleged fraudulent actions
taken by former members of the Company's management. Upon becoming aware of
the alleged fraudulent activity, the Company, through its Board of
Directors, immediately commenced an internal investigation, which led to the
termination of employment of those responsible. The Company cooperated
fully with the staff of the SEC and disclosed to the SEC the results of the
internal investigation.
In April 2000, the FDA initiated an inspection of the Company's Companion
Pet Products division and issued an inspection report on Form FDA-483 on
July 5, 2000. The July 5, 2000 FDA report included several unfavorable
observations of manufacturing and quality assurance practices and products
of the division. On May 24, 2000, in an effort to address a number of the
FDA's stated concerns, the Company permanently discontinued production and
shipment of Liquichlor, and permanently stopped production and sale of
Cerumite on June 1, 2000 and Cardoxin on September 8, 2000. The Company
responded to the July 5, 2000 FDA report and prepared the required written
procedures and documentation on product preparation to comply with the FDA
regulations. The FDA returned for a final inspection in June 2001 and
provided a summary of findings on August 28, 2001. The FDA report indicated
that no objectional conditions were noted and stated that the Company was in
compliance. In March 2001, the Company signed a supply agreement to
outsource the manufacturing of products for the Companion Pet Products
division, and ceased operations at the Companion Pet Products manufacturing
facility.
Other Pending Regulatory Matters
On March 2, 2001, the Company discovered the presence of environmental
contamination resulting from an unknown heating oil leak at the Companion
Pet Products manufacturing site. The Company immediately notified the New
Jersey Department of Environmental Protection and the local authorities, and
hired a contractor to assess the exposure and required clean up. Based on
the initial information from the contractor, the Company originally
estimated the cost for the cleanup and remediation to be $310,000. In
September 2001, the contractor updated the estimated total cost for the
cleanup and remediation to be $550,000, of which $278,000 remains accrued as
of March 31, 2002. As a result of the increase in estimated costs, the
Company recorded an additional $240,000 of expense during the third quarter
of 2001.
The majority of the remediation remaining will be completed within the next
six months of 2002. Subsequently, there will be periodic testing and
removal performed, which is projected to span over the next five years.
6. Business Segments
Summary data related to the Company's reportable segments for the three
month periods ended March 31, 2002 and 2001 appear below:
Companion Consumer
Pet Products Products Corporate* Consolidated
------------ -------- ---------- ------------
(amounts in thousands)
<s> <c> <c> <c> <c>
Three months ended
March 31:
2002
Revenues $3,039 $1,063 $ - $4,102
Operating profit (loss) 433 454 (567) 320
2001
Revenues 2,679 1,429 - 4,108
Operating profit (loss) (380) 927 (633) (86)
*Notes:
(A) Unallocated corporate expenses are principally general and
administrative expenses.
(B) Transactions between reportable segments are not material.
7. Non-recurring Charges
In the first quarter of 2001, the Company, for various business reasons,
decided to outsource the manufacturing for the Companion Pet Products
division. The Company reached its decision to accelerate the outsourcing
process (originally anticipated to be completed by June 2001) due primarily
to the discovery on March 2, 2001 of the presence of environmental
contamination resulting from an unknown heating oil leak at the Companion
Pet Products manufacturing site, at which time the Company ceased its
manufacturing operations at the facility. On March 6, 2001, the Company
signed a supply agreement with a third party to manufacture products for the
Companion Pet Products division. On March 8, 2001, the Company terminated
the employment of the manufacturing personnel at this facility.
During the three months ended March 31, 2001, the Company recorded non-
recurring charges related to the cessation and shutdown of the manufacturing
operations at the Companion Pet Products facility of $751,000 ($91,000 has
been reflected as a component of cost of sales, with the remainder reflected
as a single line item in the accompanying consolidated statement of
operations). This initial estimate was subsequently increased
8
during the third quarter of 2001 by $240,000 for additional expenses, offset
by a grant from the State of New Jersey for $81,000, for a total net charge
of $910,000. The Company applied to the New Jersey Economic and Development
Authority (NJEDA) and the New Jersey Department of Environmental Protection
(NJDEP) for a grant and loan to provide partial funding for the costs of
investigation and remediation of the environmental contamination discovered
at the Companion Pet Products facility. On June 26, 2001, the Company was
awarded a $81,000 grant and a $246,000 loan. The $81,000 grant was received
in the third quarter of 2001. The loan, which will require monthly
principal payments, has a term of ten years at a rate of interest of the
Federal discount rate at the date of the closing with a floor of 5%. The
Company received funding of $182,000 under the loan during the first quarter
of 2002.
During September 2001, the Company committed to a plan of sale for its
corporate office building. An impairment charge of $605,000 was recorded
in the third quarter of 2001 to reflect the difference between the selling
price, less related selling costs, and the net book value of the building.
The Company sold the building during February 2002 and received net proceeds
of $550,000.
The composition and activity of the non-recurring charges incurred during
the year ended December 31, 2001 are as follows (amounts in thousands):
Reduction of Cash Net accrual at
Description Amount assets Expenditures March 31, 2002
- ----------- ------ ------------ ------------ --------------
<s> <c> <c> <c> <c>
Impairment of property and
equipment $ 314 $ (314) $ - $ -
Environmental clean up costs,
net of State grant 469 - (191) 278
Impairment of corporate office
building 605 (605) - -
Write off of inventory 91 (91) - -
Plant shutdown costs 21 (11) (10) -
Severance 15 - (15) -
---------------------------------------------------
$1,515 $(1,021) $(216) $278
===================================================
8. Recent Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations initiated or completed after June 30, 2001. SFAS No.
141 also specifies criteria that must be met for intangible assets acquired
in a purchase method business combination to be recognized and reported
separately from goodwill, noting that any purchase allocable to an assembled
workforce may not be accounted for separately. SFAS No. 142, which was
effective January 1, 2002, requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually in accordance with the provisions of SFAS No.
142. SFAS No. 142 also requires that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of."
As of the January 1, 2002, adoption date of SFAS No.142, the Company had
unamortized goodwill of approximately $190,000, which is subject to the
transition provisions of SFAS Nos. 141 and 142. Amortization expense
related to goodwill was $2,100 for the three months ended March 31, 2001.
The Company does not believe that the adoption of SFAS No. 141 and 142 will
have a significant impact on its financial position, results of operation or
liquidity.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", which supersedes both SFAS No. 121 and
the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of
a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" (Opinion 30), for the disposal of a segment of a business (as
previously defined in that Opinion). SFAS No. 144 retains the fundamental
provisions in SFAS No. 121 for recognizing and measuring impairment losses
on long-lived assets held for use and long-lived assets to be disposed of by
sale, while also resolving significant implementation issues associated with
SFAS No. 121. For example, SFAS No. 144 provides guidance on how a long-
lived asset that is used as part of a group should be evaluated for
impairment, establishes criteria for when a long-lived asset is held for
sale, and prescribes the accounting for a long-lived asset that
9
will be disposed of other than by sale. SFAS No. 144 retains the basic
provisions of Opinion 30 on how to present discontinued operations in the
income statement but broadens that presentation to include a component of an
entity (rather than a segment of a business). Unlike SFAS No. 121, an
impairment assessment under SFAS No. 144 will never result in a write-down
of goodwill. Rather, goodwill is evaluated for impairment under SFAS No.
142.
The Company adopted SFAS No. 144 effective January 1, 2002. The adoption of
SFAS No. 144 for long-lived assets held for use did not have any impact on
the Company's consolidated financial statements as the impairment assessment
under SFAS No. 144 is largely unchanged from SFAS No. 121. The provisions
of the Statement for assets held for sale or other disposal generally are
required to be applied prospectively after the adoption date to newly
initiated disposal activities.
10
IGI, INC. AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis may contain forward-looking
statements. Such statements are subject to certain risks and uncertainties,
including those discussed below or in the Company's 2001 10-K Annual Report,
that could cause actual results to differ materially from the Company's
expectations. See "Factors Which May Affect Future Results" below and in
the 2001 10-K Annual Report. Readers are cautioned not to place undue
reliance on any forward-looking statements, as they reflect management's
analysis as of the date hereof. The Company undertakes no obligation to
release the results of any revision to these forward-looking statements
which may be made to reflect events or circumstances after the date hereof
or to reflect the occurrence of anticipated events.
Results Of Operations
Quarter ended March 31, 2002 compared to March 31, 2001
The Company had a net loss attributable to common stock of $487,000, or $.04
per share, for the quarter ended March 31, 2002 compared to a net loss
attributable to common stock of $511,000, or $.05 per share, for the quarter
ended March 31, 2001. Excluding the mark to market adjustment for the
detachable stock warrants, the Company had a net loss of $125,000 for the
quarter ended March 31, 2002 compared to a net loss of $368,000 for the
quarter ended March 31, 2001. The decrease in the net loss compared to the
prior year was primarily due to non-recurring charges incurred in 2001 of
$751,000, lower interest expense of $53,000, other income from the sale of
marketable securities of $58,000 and lower product development and research
expenses of $48,000 during 2002. This was offset partially by a $268,000
gain on disposal of discontinued operations reported in 2001 and higher 2002
operating expenses.
Total revenues for the quarter ended March 31, 2002 were $4,102,000,
compared to $4,108,000 for the quarter ended March 31, 2001 resulting in a
$6,000 decrease. The decrease in revenues was due to lower product sales and
licensing revenues in the Consumer Products division offset by higher
product sales for the Companion Pet Products division. Companion Pet
Products revenues for the quarter ended March 31, 2002 amounted to
$3,039,000, an increase of $360,000, or 13%, compared to the quarter ended
March 31, 2001. This increase was primarily attributable to increased
product sales from the international markets. Total Consumer Products
revenues for the quarter ended March 31, 2002 decreased 26% to $1,063,000,
compared to the quarter ended March 31, 2001 of $1,429,000. Licensing and
royalty income of $208,000 for the quarter ended March 31, 2002 decreased by
$174,000 compared to the first quarter in 2001, mainly from a decrease in
royalty income from Johnson & Johnson. Product sales decreased by $192,000
primarily due to lower Estee Lauder sales.
As a percentage of sales, cost of sales increased from 56% in the quarter
ended March 31, 2001 to 57% in the quarter ended March 31, 2002. The
resulting decrease in gross profit from 44% in the quarter ended March 31,
2001 to 43% for the quarter ended March 31, 2002 is primarily the result of
lower Estee Lauder sales which have a higher gross profit. This was offset
by consulting costs for Companion Pet Products manufacturing documentation,
and procedural and regulatory compliance costs incurred in the first quarter
of 2001. Companion Pet Products cost of sales as a percentage of sales,
decreased from 67% in the first quarter of 2001 to 60% in the first quarter
of 2002. This increase was the result of consulting costs for
documentation, procedural and regulatory compliance issues incurred in 2001.
Consumer Products cost of sales as a percentage of sales, increased from 28%
in the first quarter of 2001 to 46% in the first quarter of 2002. This
increase was the result of lower Estee Lauder sales which have a higher
gross profit and an increase in other Consumer Products sales with lower
gross profits.
Selling, general and administrative expenses increased $158,000, or 12%,
from $1,274,000 in the quarter ended March 31, 2001. As a percentage of
revenues, these expenses were 31% of revenues in the first quarter of 2001
compared to 35% for the first quarter of 2002. Overall expenses increased
due to higher commissions due to higher Companion Pet Product revenues.
11
Product development and research expenses decreased $48,000, or 28%,
compared to the quarter ended March 31, 2001. The decrease is principally
related to payroll savings. The head of Research and Development left in
the second quarter of 2001 and the vacancy has not been filled to date.
Interest expense decreased $53,000, or 10%, from $550,000 in the quarter
ended March 31, 2001 to $497,000 in the quarter ended March 31, 2002. The
decrease in interest was due to the reduction of outstanding debt and lower
interest rates.
Liquidity and Capital Resources
On October 29, 1999, the Company entered into a senior bank credit agreement
("Senior Debt Agreement") with Fleet Capital Corporation ("Fleet") and a
subordinated debt agreement ("Subordinated Debt Agreement") with American
Capital Strategies, Ltd. ("ACS"). These agreements enabled the Company to
retire approximately $18,600,000 of outstanding debt with its former bank
lenders.
Upon the sale of the Vineland division in 2000, the amount of debt pursuant
to the Senior Debt Agreement was reduced. The Senior Debt Agreement
provided for i) a revolving line of credit facility of up to $12,000,000,
which was reduced to $5,000,000 after the sale of the Vineland division,
based upon qualifying accounts receivable and inventory, ii) a $7,000,000
term loan, which was reduced to $2,700,000 after the sale of the Vineland
division, and iii) a $3,000,000 capital expenditures credit facility, which
was paid in full and cancelled after the sale of the Vineland division. The
borrowings under the revolving line of credit bear interest at the prime
rate plus 1.0% or the London Interbank Offered Rate plus 3.25% (5.1% at
March 31, 2002). The borrowings under the term loan credit facility bear
interest at the prime rate plus 1.5% or the London Interbank Offered Rate
plus 3.75% (5.6% at March 31, 2002). Provisions under the revolving line of
credit require the Company to maintain a lockbox with the lender, allowing
Fleet to sweep cash receipts from customers and pay down the revolving line
of credit. Drawdowns on the revolving line of credit are made when needed
to fund operations. Upon renegotiation of the covenants for the term loan,
Fleet agreed to change the repayment terms to monthly payments starting
February 2001. Remaining minimum principal payments owed to Fleet for the
years ending December 31, 2002, 2003 and 2004 are $375,000, $592,000 and
$555,000, respectively.
Borrowings under the Subordinated Debt Agreement bear interest at the rate
of 12.5% ("cash portion of interest on subordinated debt") plus an
additional interest component at the rate of 2.25% which is payable at the
Company's election in cash or Company Common Stock. As of March 31, 2002,
borrowings under the subordinated notes were $7,394,000, offset by an
unamortized debt discount of $1,861,000. The Subordinated Debt Agreement
matures in October 2006. In connection with the Subordinated Debt
Agreement, the Company issued to the lender warrants to purchase 1,907,543
shares of IGI Common Stock at an exercise price of $.01 per share. The debt
discount was recorded at issuance, representing the difference between the
$7,000,000 proceeds received by the Company and the total obligation, which
included principal of $7,000,000 and an initial warrant liability of
$2,842,000.
To secure all of its obligations under these agreements, the Company granted
the lenders a security interest in all of the assets and properties of the
Company and its subsidiaries. In addition, ACS has the right to designate
for election to the Company's Board of Directors that number of directors
that bears the same ratio to the total number of directors as the number of
shares of Company Common Stock owned by it plus the number of shares
issuable upon exercise of its warrants bear to the total number of
outstanding shares of Company Common Stock on a fully-diluted basis,
provided that so long as it owns any Common Stock or warrants or any of its
loans are outstanding, it shall have the right to designate at least one
director or observer on the Board of Directors. ACS designated their member
to the Board of Directors at the May 16, 2001 annual meeting of
shareholders.
On April 12, 2000, ACS amended its Subordinated Debt Agreement with the
Company whereby the "put" provision associated with the original warrants
granted to purchase 1,907,543 shares of the Company's
12
Common Stock was replaced by a "make-whole" feature. The make-whole feature
requires the Company to compensate ACS, in either Common Stock or cash, at
the option of the Company, in the event that ACS ultimately realizes
proceeds from the sale of the Common Stock obtained upon exercise of its
warrants that are less than the fair value of the Common Stock upon exercise
of such warrants. Fair value of the Common Stock upon exercise is defined
as the 30-day average value prior to notice of intent to sell. ACS must
exercise reasonable effort to sell or place its shares in the marketplace
over a 180-day period before it can invoke the make-whole provision.
As noted above, the warrants that were issued to ACS contain a make-whole
feature that requires the Company to compensate ACS in either Common Stock
or cash, at the option of the Company, in the event that ACS ultimately
realizes proceeds from the sale of its Common Stock obtained upon exercise
of its warrants that are less than the fair value of the Common Stock upon
exercise of such warrants multiplied by the number of shares obtained upon
exercise. The make-whole provision can be triggered by ACS under certain
circumstances, including the earliest to occur of the following: a) October
29, 2004; b) the date of payment in full of the Senior Debt and Subordinated
Debt and all senior indebtedness of the Company; or c) the sale of the
Company or 30% or more of its assets. The sale of the Companion Pet
Products division will cause the make-whole provision to be triggered. The
potential impact on the Company of the make-whole provision will not be
known until such time as ACS gives notice of its intent to sell the Common
Stock.
At March 31, 2002, the Company had balances due of $2,795,000 on the
revolving credit facility, $1,522,000 on the term loan and $7,394,000 on the
Subordinated Debt Agreement.
The debt agreements contain various affirmative and negative covenants, such
as minimum tangible net worth and minimum fixed charge coverage ratios.
During the first quarter of 2001, the Company renegotiated the covenants
with ACS and Fleet for 2001 and forward. The Company was not in compliance
with certain covenants as of March 31, 2002, and therefore all debt owed to
ACS and Fleet has been presented as current liabilities.
The Company has experienced recurring losses from operations and has a
stockholders' deficit at March 31, 2002. The Company remains highly
leveraged and the availability of additional funding sources is limited. The
Company's available borrowings under the revolving line of credit facility
are dependent on the level of qualifying accounts receivable and inventory.
If the Company's operating results deteriorate or product sales do not
improve or the Company is not successful in renegotiating its financial
covenants or meeting its financial obligations, a default could result under
the Company's loan agreements and any such default, if not resolved, could
lead to curtailment of certain of its business operations, sale of certain
assets or the commencement of bankruptcy or insolvency proceedings by the
Company or its creditors. As of March 31, 2002, the Company had available
borrowings under the revolving line of credit facility of $85,000.
Management's plans with regards to the Company's liquidity issues include an
on-going expense reduction program and expected increased cash flows from
the expansion of the product line produced by its Consumer Products
division. In addition the Company has entered into an agreement related to
the sale of substantially all assets used in the Companion Pet Products
division and the assumption by the buyer of certain liabilities related to
the Companion Pet Products division. The transaction, which is subject to
shareholder approval, is currently anticipated to close within the second
quarter of 2002. The Company's continuation as a going concern is dependent
upon its ability to generate sufficient cash from operations or other
sources in order to meet its obligations as they become due. There can be
no assurance, however, that management's plan will be successful.
The Company's operating activities used $588,000 of cash during the first
quarter of 2002. The cash generated from current operating activities of
the Company is the main source of cash flow which funds its current
inventory levels and other asset purchases. To supplement its current cash
requirements, the Company borrows funds under a revolving credit agreement.
The availability of what the Company may borrow is based on its current
accounts receivable and inventory levels. A significant reduction of cash
generated from current operating activities will negatively affect the
ability of the Company to maintain proper inventory levels to fulfill sales
orders and pay for operating expenses.
The Company generated $545,000 of cash in the first quarter of 2002 from
investing activities compared to $10,000 used in the first quarter of 2001.
The increase in the source of cash was primarily due to the proceeds
received on the sale of the corporate office building.
13
The Company's financing activities provided $99,000 of cash in the first
quarter of 2002 compared to $1,024,000 used in financing activities in the
first quarter of 2001. The increase in cash was primarily due to an
increase in net borrowings on the Company's revolving credit facility and
EDA loan proceeds.
Regulatory Proceeding and Legal Proceedings
Settlement of U.S. Regulatory Proceedings
In March 1999, the Company reached settlement with the Departments of
Justice, Treasury and Agriculture regarding investigations and proceedings
that they had initiated earlier. The terms of the settlement agreement
provided that the Company enter a plea of guilty to a misdemeanor and pay a
fine of $15,000 and restitution in the amount of $10,000. In addition, the
Company was assessed a penalty of $225,000 and began making monthly payments
to the Treasury Department which continued through the period ending January
31, 2002. The expense of settling with these agencies was reflected in the
1998 results of operations. The settlement did not affect the inquiry being
conducted by the SEC, nor did it affect possible governmental action against
former employees of the Company.
In April 1998, the SEC advised the Company that it was conducting an inquiry
and requested information and documents from the Company, which the Company
voluntarily provided to the SEC. On March 13, 2002, the Company reached a
settlement with the staff of the SEC to resolve matters arising with respect
to the investigation of the Company. Under the settlement, the Company
neither admitted nor denied that the Company violated the financial
reporting and record-keeping requirements of Section 13 of the Securities
Exchange Act of 1934, as amended, for the three years ended December 31,
1997. Further, the Company agreed to the entry of an order to cease and
desist from any such violation in the future. No monetary penalty was
assessed.
The SEC's investigation and settlement focused on alleged fraudulent actions
taken by former members of the Company's management. Upon becoming aware of
the alleged fraudulent activity, the Company, through its Board of
Directors, immediately commenced an internal investigation, which led to the
termination of employment of those responsible. The Company cooperated
fully with the staff of the SEC and disclosed to the SEC the results of the
internal investigation.
In April 2000, the FDA initiated an inspection of the Company's Companion
Pet Products division and issued an inspection report on Form FDA-483 on
July 5, 2000. The July 5, 2000 FDA report included several unfavorable
observations of manufacturing and quality assurance practices and products
of the division. On May 24, 2000, in an effort to address a number of the
FDA's stated concerns, the Company permanently discontinued production and
shipment of Liquichlor, and permanently stopped production and sale of
Cerumite on June 1, 2000 and Cardoxin on September 8, 2000. The Company
responded to the July 5, 2000 FDA report and prepared the required written
procedures and documentation on product preparation to comply with the FDA
regulations. The FDA returned for a final inspection in June 2001 and
provided a summary of findings on August 28, 2001. The FDA report indicated
that no objectional conditions were noted and stated that the Company was in
compliance. In March 2001, the Company signed a supply agreement to
outsource the manufacturing of products for the Companion Pet Products
division, and ceased operations at the Companion Pet Products manufacturing
facility.
Other Pending Regulatory Matters
On March 2, 2001, the Company discovered the presence of environmental
contamination resulting from an unknown heating oil leak at the Companion
Pet Products manufacturing site. The Company immediately notified the New
Jersey Department of Environmental Protection and the local authorities, and
hired a contractor to assess the exposure and required clean up. Based on
the initial information from the contractor, the Company originally
estimated the cost for the cleanup and remediation to be $310,000. In
September 2001, the contractor updated the estimated total cost for the
cleanup and remediation to be $550,000, of which $278,000 remains accrued as
of March 31, 2002. As a result of the increase in estimated costs, the
Company recorded an additional $240,000 of expense during the third quarter
of 2001.
Factors Which May Affect Future Results
The industry segments in which the Company competes are subject to intense
competitive pressures. The following sets forth some of the risks which the
Company faces.
14
Intense Competition in Consumer Products Business
- -------------------------------------------------
The Company's Consumer Products business competes with large, well-financed
cosmetics and consumer products companies with development and marketing
groups that are experienced in the industry and possess far greater
resources than those available to the Company. There is no assurance that
the Company's consumer products can compete successfully against its
competitors or that it can develop and market new products that will be
favorably received in the marketplace. In addition, certain of the
Company's customers that use the Company's Novasome(r) lipid vesicles in their
products may decide to reduce their purchases from the Company or shift
their business to other suppliers.
Foreign Regulatory and Economic Considerations
- ----------------------------------------------
The Company's business may be adversely affected by foreign import
restrictions and additional regulatory requirements. Also, unstable or
adverse economic conditions and fiscal and monetary policies in certain
Latin American and Far Eastern countries, increasingly important markets for
the Company's animal health products, could adversely affect the Company's
future business in these countries.
Rapidly Changing Marketplace for Pet Products
- ---------------------------------------------
The emergence of pet superstores, the consolidation of distribution channels
into fewer, more powerful companies and the diminishing traditional role of
veterinarians in the distribution of pet products could adversely affect the
Company's ability to expand its animal health business or to operate at
acceptable gross margin levels.
Effect of Rapidly Changing Technologies
- ---------------------------------------
The Company expects to sublicense its technologies to third parties, which
would manufacture and market products incorporating the technologies.
However, if its competitors develop new and improved technologies that are
superior to the Company's technologies, its technologies could be less
acceptable in the marketplace and therefore the Company's planned technology
sublicensing could be materially adversely affected.
Regulatory Considerations
- -------------------------
The Company's pet pharmaceutical products are regulated by the FDA, which
subject the Company to review, oversight and periodic inspections. Any new
products are subject to expensive and sometimes protracted FDA regulatory
approval, which ultimately may not be granted. Also, certain of the
Company's products may not be approved for sales overseas on a timely basis,
thereby limiting the Company's ability to expand its foreign sales.
Sale of the Companion Pet Products Division
- -------------------------------------------
The consolidated financial statements have been prepared on the going-
concern basis of accounting, which assumes the Company will realize its
assets and discharge its liabilities in the normal course of business. The
Company has experienced recurring losses from operations, and has negative
working capital and a stockholders' deficit as of March 31, 2002. The
Company is currently highly leveraged, and the availability of alternative
funding sources is limited. If the Company's operating results deteriorate
or the Company is not successful in renegotiating its financial covenants,
default could result in the curtailment of certain of the Company's business
operations, sale of certain assets or the commencement of bankruptcy or the
insolvency proceedings by the Company or its creditors.
The Company has entered into an agreement related to the sale of
substantially all assets used in the Companion Pet Products division and the
assumption by the buyer of certain liabilities related to the Companion Pet
Products division. The transaction, which is subject to shareholder
approval, is currently anticipated to close within the second quarter of
2002. The Company's continuation as a going concern is dependant upon its
ability to generate sufficent cash from operations or other sources in order
to meet its obligations as they become due. There can be no assurance,
however, that management's plans will be successful.
15
IGI, INC. AND SUBSIDIARIES
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The Company's Senior Debt Agreement with Fleet includes a revolving line of
credit facility and a term loan. Borrowings under the revolving line of
credit bear interest at the prime rate plus 1.0% or the London Interbank
Offered Rate plus 3.25%. Borrowings under the term loan bear interest at
the prime rate plus 1.5% or the London Interbank Offered Rate plus 3.75%.
Both the prime rate and the London Interbank Offered Rate are subject to
fluctuations, which cannot be predicted. Based upon the aggregate amount
outstanding under these two facilities as of March 31, 2002, a 100 basis
point change in the prime rate or the London Interbank Offered Rate would
result in a change in interest charges to the Company of approximately
$43,000.
Under the Company's Subordinated Debt Agreement with ACS, as amended, ACS
has been granted warrants to purchase 1,907,543 shares of the Company's
Common Stock. The terms associated with the warrants include a "make-whole"
feature that requires the Company to compensate ACS, either in Common Stock
or cash, at the option of the Company, in the event that ACS ultimately
realizes proceeds from the sale of the Common Stock obtained upon exercise
of the warrants that are less than the fair value of the Common Stock upon
the exercise of such warrants. Fair value of the Common Stock upon exercise
is defined as the 30-day average value prior to notice of intent to sell.
ACS must use reasonable efforts to sell or place its shares in the market
place over a 180-day period before it can invoke the make-whole provision.
Once ACS has provided notice of its intent to sell, subsequent changes in
the market value of the Company's Common Stock will affect the Company's
obligation to compensate ACS under the make-whole provision in cash or
shares of Common Stock. Because ACS has neither exercised the warrants nor
issued notice of its intent to sell, the Company's exposure under this
provision cannot be predicted at this time.
16
IGI, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
SEC Investigation
In April 1998, the SEC advised the Company that it was conducting an inquiry
and requested information and documents from the Company, which the Company
voluntarily provided to the SEC. On March 13, 2002, the Company reached a
settlement with the staff of the SEC to resolve matters arising with respect
to the investigation of the Company. Under the settlement, the Company
neither admitted nor denied that the company violated the financial
reporting and record-keeping requirements of Section 13 of the Securities
Exchange Act of 1934, as amended, for the three years ended December 31,
1997. Further, the Company agreed to the entry of an order to cease and
desist from any such violation in the future. No monetary penalty was
assessed.
The SEC's investigation and settlement focus on fraudulent actions taken by
former members of the Company's management. Upon becoming aware of the
fraudulent activity, the Company, through its Board of Directors,
immediately commenced an internal investigation which led to the termination
of employment of those responsible. The Company cooperated fully with the
staff of the SEC and disclosed to the Commission the results of the internal
investigation.
17
IGI, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IGI, Inc.
(Registrant)
Date: May 14, 2002 By: /s/ John F. Ambrose
-----------------------------
John F. Ambrose
President and Chief Executive
Officer
Date: May 14, 2002 By: /s/ Domenic N. Golato
-----------------------------
Domenic N. Golato
Senior Vice President and Chief
Financial Officer
18