IMMUNOMEDICS INC
10-Q, 1998-11-13
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.  For the period ended September 30, 1998 
           
                                       OR

[ ]  Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange
Act of 1934.  For the transition period from _______________to__________________

Commission File Number: 0-12104
                               IMMUNOMEDICS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                           61-1009366
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

300 American Road, Morris Plains, New Jersey                             07950
(Address of principal executive offices)                              (Zip code)

                                 (973) 605-8200
              (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.

                                                                 [X] Yes  [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

As of November 13, 1998, there were 37,781,632 shares of the registrant's common
stock outstanding.





                                  Page 1 of 15


<PAGE>



                               IMMUNOMEDICS, INC.

                                      INDEX

                                                                        Page No.

PART I - FINANCIAL INFORMATION

Item 1.           Condensed Consolidated Financial Statements (Unaudited):

                  Condensed Consolidated Balance Sheets -                      3
                  September 30, 1998 and June 30, 1998

                  Condensed Consolidated Statements of Operations              4
                  and Comprehensive Loss -
                  three months ended September 30, 1998 and 1997

                  Condensed Consolidated Statements of Cash Flows -            5
                  three months ended September 30, 1998 and 1997

                  Notes to Condensed Consolidated Financial Statements -       6
                  September 30, 1998

Item 2.           Management's Discussion and Analysis of                     10
                  Financial Condition and Results of Operations



PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                            14



SIGNATURES                                                                    15









                                  Page 2 of 15


<PAGE>
<TABLE>
                               IMMUNOMEDICS, INC.
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
<CAPTION>

                                                                    September 30,        June 30,
                                                                        1998               1998
                                                                    ------------       ------------
<S>                                                                 <C>                <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                       $ 4,352,340          7,568,147
     Marketable securities                                                     -             14,845
     Accounts receivable                                               1,556,150          1,039,477
     Inventory                                                           956,424            913,927
     Other current assets                                                479,387            345,491
                                                                    ------------       ------------

          Total current assets                                         7,344,301          9,881,887

Property and equipment, net of accumulated
   depreciation of $6,068,000 and $5,815,000 at
   September 30, 1998 and June 30, 1998, respectively                  4,880,141          5,059,935

                                                                    ============       ============
                                                                    $ 12,224,442         14,941,822
                                                                    ============       ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                $ 2,217,747          1,831,458
     Other current liabilities                                         2,469,221          2,584,769
                                                                    ------------       ------------

          Total current liabilities                                    4,686,968          4,416,227
                                                                    ------------       ------------

Commitments and Contingencies
Stockholders' Equity:
     Common stock; $.01 par value, authorized 70,000,000 shares;
      issued and outstanding 37,586,087 and 37,586,087 shares
      at September 30, 1998 and June 30, 1998, respectively              375,861            375,861
     Capital contributed in excess of par                             97,987,728         97,987,728
     Accumulated deficit                                             (90,766,582)       (87,837,979)
     Other comprehensive loss                                            (59,533)               (15)
                                                                    ------------       ------------

          Total stockholders' equity                                   7,537,474         10,525,595
                                                                    ------------       ------------

                                                                    $ 12,224,442         14,941,822
                                                                     ===========       ============
<FN>
See  accompanying  notes  to  condensed   consolidated   financial statements.
</FN>
</TABLE>

                                  Page 3 of 15
<PAGE>
<TABLE>

                               IMMUNOMEDICS, INC.
     Condensed Consolidated Statements of Operations and Comprehensive Loss
                                   (Unaudited)
<CAPTION>


                                                                        Three Months Ended
                                                                            September 30,
                                                                        1998              1997
                                                                    ------------      -------------
<S>                                                                 <C>               <C>
REVENUES:
     Product sales                                                   $ 1,667,272            971,299
     Royalties and license fee                                             4,387              5,299
     Research and development                                             86,622            146,039
     Interest and other                                                   85,345            177,918
                                                                    ------------      -------------
               Total revenues                                          1,843,626          1,300,555
                                                                    ------------      -------------

COSTS AND EXPENSES:
     Cost of goods sold                                                   68,662             24,236
     Research and development                                          2,620,799          3,016,537
     Sales and marketing                                               1,575,694          1,081,968
     General and administrative                                          507,074            608,632
                                                                    ------------      -------------
               Total expenses                                          4,772,229          4,731,373
                                                                    ------------      -------------
Net loss                                                              (2,928,603)        (3,430,818)

OTHER COMPREHENSIVE LOSS:
     Unrealized gain / (loss)  on securities available for sale               15               (521)
     Unrealized loss on foreign exchange                                 (59,533)                 -
                                                                    ------------      -------------
               Total other comprehensive loss                            (59,518)              (521)
                                                                    ------------      -------------
Comprehensive loss                                                  $ (2,988,121)        (3,431,339)
                                                                    ============      =============
Net loss per basic and diluted common share                              $ (0.08)             (0.09)
                                                                    ============      =============
Weighted average number of
   shares outstanding                                                 37,586,087         36,324,582
                                                                    ============      =============



<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                  Page 4 of 15
<PAGE>
<TABLE>


                               IMMUNOMEDICS, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>


                                                                            Three Months Ended
                                                                                September 30,
                                                                        1998               1997
                                                                    ------------      -------------
<S>                                                                 <C>               <C>

Cash flows from operating activities:

      Net loss                                                      $(2,928,603)         (3,430,818)

Adjustments to reconcile net loss to net cash used in
 operating activities:

      Depreciation and amortization                                      257,923            235,802
      Changes in operating assets and liabilities                       (422,325)           (29,861)
      Unrealized loss on foreign exchange                                (59,533)                 -
                                                                    ------------      -------------

          Net cash used in operating activities                       (3,152,538)        (3,224,877)
                                                                    ------------      -------------

Cash flows from investing activities:

     Purchase of marketable securities                                         -         (5,415,631)
     Proceeds from maturities of marketable securities                    14,860          8,907,133
     Additions to property and equipment                                 (78,129)           (71,642)
                                                                    ------------      -------------

          Net cash provided by / (used in) investing activities          (63,269)         3,419,860
                                                                    ------------      -------------

Cash flows from financing activities:

     Exercise of stock options                                                 -             12,685
                                                                    ------------      -------------

          Net cash provided by  investing activities                           -             12,685
                                                                    ------------      -------------

Increase / (decrease) in cash and cash equivalents                    (3,215,807)           207,668

Cash and cash equivalents at beginning of period                       7,568,147          6,013,355
                                                                    ------------      -------------

Cash and cash equivalents at end of period                           $ 4,352,340          6,221,023
                                                                    ============      =============


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                  Page 5 of 15
<PAGE>



                               IMMUNOMEDICS, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(1)      Basis of Presentation

         The accompanying  unaudited condensed consolidated financial statements
         of Immunomedics,  Inc. (the "Company"), which incorporate the Company's
         wholly-owned  subsidiary  Immunomedics  Europe,  have been  prepared in
         accordance with generally  accepted  accounting  principles for interim
         financial  information and the instructions to Form 10-Q and Rule 10-01
         of Regulation  S-X.  Accordingly,  the statements do not include all of
         the information and footnotes required by generally accepted accounting
         principles  for  complete  financial  statements.  In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary for a fair presentation  have been included.  The
         balance  sheet at June  30,  1998 has  been  derived  from the  audited
         financial   statements  at  that  date.   Operating   results  for  the
         three-month  period  ended  September  30,  1998  are  not  necessarily
         indicative  of the  results  that may be  expected  for the fiscal year
         ending June 30, 1999.

         For further  information,  refer to the annual financial statements and
         footnotes  thereto  included in the Company's  Form 10-K for the fiscal
         year ended June 30, 1998.

(2)      Cash Equivalents and Marketable Securities

         The Company  considers  all highly  liquid  investments  with  original
         maturities of three months or less, at the time of purchase, to be cash
         equivalents. Included in other current assets at September 30, 1998 and
         June 30,  1998 is  accrued  interest  earned  on cash  equivalents  and
         marketable securities of $8,000 and $24,000, respectively.

(3)      Income Taxes

         The Company has never made  payments of Federal or State  income  taxes
         and  does  not  anticipate  generating  book  income  in  fiscal  1999;
         therefore,  no income  taxes have been  reflected  for the  three-month
         period ended September 30, 1998.

(4)      Net Loss Per Share

         Basic  loss per  share is  based on net loss for the  relevant  period,
         divided by the weighted  average  number of common  shares  outstanding
         during the period.

         Diluted  loss per share is based on net loss for the  relevant  period,
         divided by the weighted  average  number of common  shares  outstanding
         during the period. Common share equivalents,  such as outstanding stock
         options, are not included in the computations since the effect would be
         antidilutive.

                                  Page 6 of 15


<PAGE>



                               IMMUNOMEDICS, INC.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   (Unaudited)


(5)      Comprehensive Income

         On July 1, 1998, the Company adopted Statement of Financial  Accounting
         Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which
         establishes standards for reporting and display of comprehensive income
         and its  components.  In  accordance  with SFAS 130,  the  Company  has
         displayed   the   components  of  "Other   comprehensive   income"  and
         "Comprehensive  loss" in the  accompanying  Financial  Statements.  All
         prior-period  data has been reclassified to conform with the provisions
         of SFAS No. 130.

(6)      Inventory

         Inventory  is stated at the lower of average  cost (which  approximates
         first-in,  first-out)  or market,  and  includes  materials,  labor and
         manufacturing overhead.

(7)      Stockholders' Equity

         On June 27, 1996, the Company completed an equity financing pursuant to
         Regulation  S  under  the  Securities  Act of  1933  ("Regulation  S"),
         pursuant to which several foreign investors purchased 200,000 shares of
         5% Series D Convertible  Preferred Stock (the "Series D Preferred") for
         $10,000,000.  The terms of the  transaction  allowed the investors,  at
         their discretion,  to convert the Series D Preferred into shares of the
         Company's  common  stock  during a 24-month  period which began in June
         1996,  at a price  equal to 89% of the average  market  price per share
         over a 20-day trading period surrounding the date of conversion.  As of
         June 30,  1998,  all  200,000  shares  of Series D  Preferred  had been
         converted into 1,795,771 shares of the Company's common stock.

         On December 23, 1997, the Company entered into a Structured Equity Line
         Flexible Financing  Agreement (the "Equity Line") with an investor (the
         "Investor"),  pursuant to which, subject to the satisfaction of certain
         conditions,  the Company may receive up to an  aggregate of $30 million
         over a 36-month  period.  During  each  three-month  period  (each,  an
         "Investment  Period"),  the  Company,  subject to the  satisfaction  of
         certain conditions,  can require the Investor to purchase shares of the
         Company's common stock for an aggregate  purchase price of between $1.0
         million and $2.5 million, and the Investor, at its option, may purchase
         additional  shares of common stock for an aggregate  purchase  price of
         $1.0  million.  The  Company  retains  the  right  to  provide  that no
         purchases can be made in any given Investment  Period. The Investor may
         select  the dates on which  the  purchase  of  shares of the  Company's
         common stock will occur. The purchase price per share to be paid by the
         Investor for the


                                  Page 7 of 15


<PAGE>



                               IMMUNOMEDICS, INC.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   (Unaudited)

         shares of the  Company's  common stock  acquired  under the Equity Line
         will equal 98% of the lowest sales price of the common stock during the
         three trading days immediately  preceding the notice of purchase by the
         Investor. The Investor's obligation to purchase shares of the Company's
         common  stock under the Equity  Line is subject to various  conditions,
         including,  among other things, the price of the Company's common stock
         being at least such price as the  Company  may from time to time set as
         the minimum  purchase price. In addition,  the Investor is not required
         to purchase, in any Investment Period, an amount in excess of 8% of the
         product of the daily average value of open market trading of the common
         stock and the number of trading days in the  Investment  Period  during
         either the current or immediately  preceding  Investment  Period. As of
         November 13, 1998, the Company received a total of $5,050,000 for which
         the Company issued 1,252,380 shares of common stock.

         In connection with entering into the Equity Line with an Investor,  the
         Investor  received a  four-year  warrant  (the  "Warrant")  to purchase
         50,000 shares of the common stock at an exercise price equal to $7.5375
         per share (180% of closing  sales price of common  stock at the time of
         issuance).  In  addition,  the  Company  has  agreed  to  issue  to the
         Investor,  at the end of each calendar  year,  an additional  four-year
         warrant  (each,   an  "Additional   Warrant"  and   collectively,   the
         "Additional  Warrants") to purchase  common stock in an amount equal to
         5,000  shares  for each  $500,000  of  common  stock  purchased  by the
         Investor  during such year. The exercise price will be equal to 180% of
         the weighted  average  purchase price of the common stock  purchased by
         the  Investor  during  the  year,  provided  that the  number of shares
         issuable upon exercise of all the  Additional  Warrants will not exceed
         125,000.

(8)      License and Distribution Agreements

         On November 24, 1997, the Company entered into a Distribution Agreement
         with Eli Lilly Deutschland GmbH ("Lilly")  pursuant to which Lilly will
         package and distribute  LeukoScan  within the countries  comprising the
         European  Union and  certain  other  countries  subject  to  receipt of
         regulatory  approvals.  Also,  effective  April 6,  1998,  Lilly  began
         packaging and distributing CEA-Scan within the countries comprising the
         European Union. The Company pays Lilly a service fee based primarily on
         the  number of units of  product  packaged  and  shipped.  The  parties
         contemplate  that other future  Company  products may be handled  under
         this arrangement when appropriate.

         Effective as of April 6, 1998,  the Company  appointed a subsidiary  of
         Bergen Brunswig Specialty Corporation as a non-exclusive distributor of
         CEA-Scan   in  the  U.S..   Such   subsidiary   (currently   Integrated
         Commercialization  Solutions,  Inc.  ("ICS")) serves as an agent of the
         Company in  providing  product  support  services,  including  customer
         service, order management, distribution, invoicing and collections.

                                  Page 8 of 15


<PAGE>



                               IMMUNOMEDICS, INC.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   (Unaudited)

         On November 28, 1997,  the Company was awarded $1.8 million,  including
         interest,  from its arbitration  claim against  Pharmacia for breach of
         contract and fiduciary duty arising out of the license agreement with a
         predecessor of Pharmacia that had been terminated in 1995.

(9)       Commitments and Contingencies

         In February  1994, the Company  entered into a master lease  agreement,
         which was subsequently amended, pursuant to which the Company may lease
         equipment for research,  development and manufacturing  purposes having
         an  aggregate  acquisition  cost of up to  $2,200,000.  The basic lease
         payments  under the master  lease  agreement  are  determined  based on
         current  market rates of interest at the  inception  of each  equipment
         schedule  take-down,  and are  payable in monthly  installments  over a
         four-year  period.  The  lease  agreement  contains  an early  purchase
         option,  at an amount which is deemed to be fair value.  On November 1,
         1996,  December 9, 1996,  April 1, 1997,  September 1, 1998 and October
         28, 1998 the Company  exercised  early  purchase  options on  equipment
         leased on February 14, 1994,  April 1, 1994,  June 1, 1994,  August 26,
         1994, December 21, 1995 and June 21, 1996 respectively. Under the lease
         agreement,  continued  compliance  with  certain  financial  ratios  is
         required and, in the event of default,  the Company will be required to
         provide an irrevocable letter of credit which is generally equal to the
         outstanding balance of lease payments due at the time of default. As of
         September 30, 1998,  the Company was not in compliance  with certain of
         these  ratios,  but the lessor has not yet declared an event of default
         or requested a letter of credit. The Company does not believe that such
         a request would have a material  adverse  effect on the Company.  As of
         October 31, 1998,  the Company has leased  equipment  with a cost basis
         aggregating  $372,000  under the master  lease  agreement  and recorded
         lease expense for the three months ended September 30, 1998 of $82,330.

         On October 28, 1998 the Company  entered  into an  Equipment  Financing
         Agreement with the New England Capital  Corporation,  pursuant to which
         the Company has received $450,000, to be repaid over a 36-month period.
         The proceeds of such financing were used to exercise the early purchase
         options for the equipment leased on December 21, 1995 and June 21, 1996
         through the master lease  agreement  detailed  above.  The financing is
         secured by various used equipment and an  irrevocable  letter of credit
         in the amount of $225,000.  The letter of credit is collateralized by a
         cash deposit of an equivalent amount.

(10)     Reclassification

         Certain amounts  previously  reported have been reclassified to conform
         to current year presentation.


                                  Page 9 of 15




<PAGE>



                               IMMUNOMEDICS, INC.

Part I - Item 2.
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations

Overview

Statements  made in this Form  10-Q,  other  than  those  concerning  historical
information,  should be considered  forward-looking and subject to various risks
and   uncertainties.   Such   forward-looking   statements  are  made  based  on
management's  belief as well as assumptions  made by, and information  currently
available to, management pursuant to the "safe harbor" provisions of the Private
Securities  Litigation  Reform Act of 1995.  The  Company's  actual  results may
differ  materially  from  the  results  anticipated  in  these   forward-looking
statements as a result of a variety of factors,  including  those  identified in
"Business"  and  elsewhere in the  Company's  Annual Report on Form 10-K for the
fiscal year ended June 30, 1998.

Since its inception,  the Company has been engaged primarily in the research and
development and, more recently,  the  commercialization  of proprietary products
relating to the  detection,  diagnosis  and  treatment of cancer and  infectious
diseases.  On June 28,  1996,  the U.S.  Food  and Drug  Administration  ("FDA")
licensed  CEA-Scan(R) for use with other standard diagnostic  modalities for the
detection of recurrent and/or metastatic  colorectal cancer. On October 4, 1996,
the European  Commission granted marketing  authorization for use of the product
in the 15 countries  comprising the European Union for the same  indication.  On
September 16, 1997, the Company  received a notice of compliance from the Health
Protection  Branch  permitting  it to market  CEA-Scan in Canada for  colorectal
cancer for recurrent and metastatic colorectal cancer.

On  February  14,  1997,  the Company  was  granted  regulatory  approval by the
European  Commission  to  market  LeukoScan(R),  an in vivo  infectious  disease
diagnostic  imaging  product,  in all 15  countries  which  are  members  of the
European  Union,  for  the  detection  and  diagnosis  of  osteomyelitis   (bone
infection)  in long bones and in diabetic foot ulcer  patients.  On December 19,
1996, the Company filed a Biologics  License  Application for LeukoScan with the
FDA for the same indication  approved in Europe,  plus an additional  indication
for the diagnosis of acute, atypical  appendicitis.  As with all filings,  there
can be no  assurance  that  regulatory  approval  for such  indications  will be
received.

The Company is also  engaged in  developing  other  biopharmaceutical  products,
which are in various stages of development and clinical testing. The Company has
not achieved profitable  operations and does not anticipate achieving profitable
operations  during  fiscal year 1999.  The Company will  continue to  experience
operating  losses  until  such  time,  if at all,  that  it is able to  generate
sufficient revenues from sales of CEA-Scan,  LeukoScan and its other proposed in
vivo products.  Further, the Company's working capital will continue to decrease
until such time, if at all,  that the Company is able to generate  positive cash
flow from operations or until such time, if at all, that the Company receives an
additional  infusion  of cash from the sale of the  Company's  securities,  from
other financing or from corporate  alliances to finance the Company's  operating
expenses and capital expenditures.


                                  Page 10 of 15



<PAGE>



Results of Operations

Revenues for the three-month  period ended September 30, 1998 were $1,844,000 as
compared to $1,301,000  for the same period in 1997,  representing a increase of
$543,000.  Product  sales for the  three-month  period ended  September 30, 1998
increased  by $696,000  as  compared  to the same period of 1997,  mainly due to
increased market acceptance of CEA-Scan and LeukoScan.  Research and development
revenue decreased by $59,000 for the three-month period ended September 30, 1998
as compared to same period of 1997, due to lower grant income.  Interest  income
decreased by $93,000 due to less cash available for investments.

Total  operating  expenses for the  three-month  period ended September 30, 1998
were  $4,772,000  as  compared  to  $4,731,000  for the  same  period  of  1997,
representing  an increase of $41,000.  Research  and  development  costs for the
three-month period ended September 30, 1998 decreased by $396,000 as compared to
the same period of 1997,  primarily due to a decrease in a level of expenditures
required to obtain validation of the Company's new manufacturing facility. Sales
and marketing  expenses for the three-month period ended September 30, 1998 were
$1,576,000 as compared to $1,082,000  for the same period of 1997,  representing
an increase of $494,000, primarily due to increased expenses associated with the
Company's  full-time  oncology  sales  force  in U.S.  and  increased  operating
expenses for Immunomedics Europe as compared to the same period of 1997. General
and  administrative  costs for the  three-month  period ended September 30, 1998
decreased by $102,000 as compared to the same period of 1997,  primarily  due to
reduced legal costs as a result of the conclusion of the Pharmacia  arbitration,
which was settled in November 1997.

Net loss for the three-month period ended September 30, 1998 was $2,929,000,  or
$0.08 per share,  as compared to a loss of $3,431,000,  or $0.09 per share,  for
the same  period in 1997.  The lower net loss of $502,000 in 1998 as compared to
1997 principally resulted from higher sales revenues, partially offset by higher
operating expenses, as discussed above. In addition,  the net loss per share for
the three-month  period ended September 30, 1998 was positively  impacted by the
higher weighted average number of common shares  outstanding for this period, as
compared to the same period in 1997,  which increase was  principally due to the
conversion  of the  Company's  preferred  stock and the issuance of common stock
pursuant to the Company's  Structured Equity Line Flexible  Financing  Agreement
(see Note 7 to Unaudited Condensed Consolidated Financial Statements).

Liquidity and Capital Resources

At September  30, 1998,  the Company had working  capital of  $2,651,000,  which
represents a decrease of  $2,814,000  from June 30,  1998,  and had no long-term
debt other than certain  lease  obligations  (see Note 9 to Unaudited  Condensed
Consolidated Financial Statements). The net decrease in working capital resulted
principally from the funding of operating expenses and capital expenditures.

In February 1994, the Company entered into a master lease  agreement,  which was
subsequently  amended,  pursuant to which the Company  may lease  equipment  for
research, development and manufacturing purposes having an aggregate acquisition
cost of up to  $2,200,000.  The basic  lease  payments  under the  master  lease
agreement are determined based on current market rates of interest

                                  Page 11 of 15


<PAGE>



Liquidity and Capital Resources (Continued)

at the  inception  of each  equipment  schedule  take-down,  and are  payable in
monthly  installments over a four-year period.  The lease agreement  contains an
early  purchase  option,  at an  amount  which is deemed  to be fair  value.  On
November 1, 1996, December 9, 1996, April 1, 1997, September 1, 1998 and October
28, 1998 the Company  exercised  early purchase  options on equipment  leased on
February 14, 1994,  April 1, 1994, June 1, 1994,  August 26, 1994,  December 21,
1995 and June 21,  1996  respectively.  Under  the  lease  agreement,  continued
compliance  with  certain  financial  ratios is  required  and,  in the event of
default, the Company will be required to provide an irrevocable letter of credit
which is generally equal to the outstanding balance of lease payments due at the
time of default.  As of September  30, 1998,  the Company was not in  compliance
with  certain of these  ratios,  but the lessor has not yet declared an event of
default or requested a letter of credit.  The Company does not believe that such
a request would have a material adverse effect on the Company. As of October 31,
1998, the Company has leased  equipment with a cost basis  aggregating  $372,000
under the master lease agreement and recorded lease expense for the three months
ended September 30, 1998 of $82,330.

On October 28, 1998 the Company  entered into an Equipment  Financing  Agreement
with the New  England  Capital  Corporation,  pursuant  to which the Company has
received  $450,000,  to be repaid over a 36-month  period.  The proceeds of such
financing  were used to exercise the early  purchase  options for the  equipment
leased on December 21, 1995 and June 21, 1996 through the master lease agreement
detailed  above.  The  financing  is secured by various  used  equipment  and an
irrevocable letter of credit in the amount of $225,000.  The letter of credit is
collateralized by a cash deposit of an equivalent amount.

The Company's liquid asset position,  measured by its cash, cash equivalents and
marketable  securities,  was  $4,352,000 at September 30, 1998,  representing  a
decrease  of  $3,231,000  from June 30,  1998.  This  decrease  was  principally
attributable  to the funding of operating  expenses and capital  expenditures as
discussed  above.  It  is  anticipated  that  working  capital  and  cash,  cash
equivalents  and  marketable  securities  will decrease  during the remainder of
fiscal year 1999 as a result of planned operating and capital  expenditures.  At
present,  the Company believes that its projected  financial resources and funds
available under the Equity Line (see Note 7 to Unaudited Condensed  Consolidated
Financial  Statements) will be sufficient to fund anticipated operating expenses
and capital expenditures through fiscal year 1999. However, the Company believes
that it will require additional  financial  resources by the beginning of fiscal
2000 in order for it to continue its budgeted levels of research and development
and clinical  trials of its proposed  products  and  regulatory  filings for new
indications of existing products. The Company has commenced the planning process
to raise such funds and anticipates that such funds should be available  through
a private  placement of securities  or other  financing  alternatives.  However,
there can be no assurance that any such additional  funds will be available upon
terms acceptable to the Company,  or at all. The failure to obtain such terms on
a timely basis would have a material adverse effect on the Company.

In addition, the Company intends to supplement its financial resources from time
to time as market  conditions  permit through  additional  financing and through
collaborative marketing and distribution agreements. Also, the Company continues
to evaluate various programs to raise additional capital and

                                  Page 12 of 15



<PAGE>



Liquidity and Capital Resources (Continued)

to seek additional revenues from the licensing of its proprietary technology. At
the present time, the Company is unable to determine whether any of these future
activities will be successful and, if so, the terms and timing of any definitive
agreements.


Impact of Year 2000

The Company is in the process of  conducting a review of its  business  systems,
including its computer systems and manufacturing equipment, and has sent written
inquiries to its  customers,  distributors  and vendors as to their  progress in
identifying  and  addressing  problems  that their systems may face in correctly
interpreting  and processing date information as the year 2000 approaches and is
reached.  This review is  expected  to be complete by March 1999.  Based on this
review,  the Company will implement a plan to achieve year 2000 compliance.  The
Company  believes  that it will achieve year 2000  compliance  in a manner which
will be non-disruptive to its operations. In addition, the Company has commenced
work on various types of contingency planning to address potential problem areas
with internal systems,  suppliers and other third parties.  Year 2000 compliance
should  not  have a  material  adverse  effect  on the  Company,  including  the
Company's financial  condition,  results of operations or cash flow. The Company
has incurred no costs to date related to year 2000.  The Company  estimates  the
cost of its year 2000  efforts  to be  approximately  $250,000.  The total  cost
estimate is based on management's current assessment and is subject to change.

However, the Company may encounter problems with supplier and or revenue sources
which could  adversely  affect the  Company's  financial  condition,  results of
operations or cash flow.  The Company cannot  accurately  predict the occurrence
and or outcome of any such  problems,  nor can the dollar amount of such problem
be estimated. In addition,  there can be no assurance that the failure to ensure
year 2000  compliance by a third party would not have a material  adverse effect
on the Company.
















                                  Page 13 of 15




<PAGE>



Item   6.         Exhibits and reports on Form 8-K

                  (a)      Exhibits

                           27       Financial Data Schedule

                  (b)      Reports on Form 8-K

                           The Company did not file a Current Report on Form 8-K
                           during the  three-month  period ended  September  30,
                           1998.





                                  Page 14 of 15


<PAGE>



                                   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.

                                                              IMMUNOMEDICS, INC.
                                                                    (Registrant)





DATE: November 13, 1998
                                             ___________________________________
                                             Robert J. DeLuccia,
                                             President and
                                             Chief Executive Officer
                                             (Principal Executive Officer)








DATE: November 13, 1998                                 
                                             ___________________________________
                                             Kevin F.X. Brophy,
                                             Vice President, Finance &
                                             Administration (Principal Financial
                                             and Accounting Officer)














                                  Page 15 of 15


<PAGE>


                                   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.


                                                              IMMUNOMEDICS, INC.
                                                                    (Registrant)




DATE: November 13, 1998                     /s/ Robert J. DeLuccia
                                             ___________________________________
                                             Robert J. DeLuccia,
                                             President and
                                             Chief Executive Officer
                                             (Principal Executive Officer) 









DATE: November 13, 1998                      /s/ Kevin F.X. Brophy
                                             ___________________________________
                                             Kevin F.X. Brophy,
                                             Vice President, Finance &
                                             Administration (Principal Financial
                                             and Accounting Officer)         













                                  Page 15 of 15
<PAGE>

<TABLE> <S> <C>

<ARTICLE>          5
<CIK>              0000722830
<NAME>             IMMUNOMEDICS, INC.
<MULTIPLIER>       1
       
<S>                                         <C>
<PERIOD-TYPE>                               3-MOS
<FISCAL-YEAR-END>                           JUN-30-1999
<PERIOD-START>                              JUL-01-1998
<PERIOD-END>                                SEP-30-1998
<CASH>                                          4,352,340
<SECURITIES>                                            0
<RECEIVABLES>                                   1,577,548
<ALLOWANCES>                                      (21,328)
<INVENTORY>                                       956,424
<CURRENT-ASSETS>                                7,344,301
<PP&E>                                         10,948,247
<DEPRECIATION>                                 (6,068,106)
<TOTAL-ASSETS>                                 12,224,442
<CURRENT-LIABILITIES>                           4,686,968
<BONDS>                                                 0
                                   0
                                             0
<COMMON>                                          375,861
<OTHER-SE>                                      7,161,613
<TOTAL-LIABILITY-AND-EQUITY>                   12,224,442
<SALES>                                         1,667,272
<TOTAL-REVENUES>                                1,843,626
<CGS>                                              68,662
<TOTAL-COSTS>                                   4,772,229
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                      0
<INCOME-PRETAX>                                (2,928,603)
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                            (2,928,603)
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                   (2,928,603)
<EPS-PRIMARY>                                       (0.08)
<EPS-DILUTED>                                       (0.08)
        

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