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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
0-15507
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Commission file number
IMMUCELL CORPORATION
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 01-0382980
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
56 Evergreen Drive
Portland, ME 04103
----------------------------------------------------
(Address of principal executive office and zip code)
(207) 878-2770
----------------------------------------------------
(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
--- ---
Class of Securities: Outstanding at November 9, 2000:
Common Stock, par value $.10 per share 2,665,184
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<PAGE>
IMMUCELL CORPORATION
INDEX TO FORM 10-Q
September 30, 2000
PART I: FINANCIAL INFORMATION Page
----
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Consolidated Balance Sheets at
September 30, 2000 and December 31, 1999 3-4
Consolidated Statements of Operations for the
three and nine month periods ended September 30, 2000 and 1999 5
Consolidated Statements of Cash Flows for the
nine month periods ended September 30, 2000 and 1999 6
Notes to Unaudited Consolidated Financial Statements 7-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 10-12
PART II: OTHER INFORMATION
Items 1 through 6 12
Signatures 12
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<PAGE>
IMMUCELL CORPORATION
PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
ASSETS
------
September 30, December 31,
2000 1999
---------- ----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $1,940,531 $1,823,688
Accounts receivable, net of
allowance for doubtful accounts
of $39,000 and $41,000 at
September 30, 2000 and December
31, 1999, respectively 578,849 453,139
Inventories 708,258 520,656
Prepaid expenses 61,399 27,826
---------- ----------
Total current assets 3,289,037 2,825,309
PROPERTY, PLANT AND
EQUIPMENT, at cost:
Laboratory and manufacturing
equipment 1,002,873 961,554
Building and improvements 606,362 586,242
Office furniture and equipment 65,414 63,418
Land 50,000 50,000
---------- ----------
1,724,649 1,661,214
Less - accumulated depreciation 959,836 881,384
---------- ----------
Net property, plant and
equipment 764,813 779,830
Product rights, net 231,250 250,000
OTHER ASSETS 840 840
---------- ----------
TOTAL ASSETS $4,285,940 $3,855,979
========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
-3-
<PAGE>
IMMUCELL CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
September 30, December 31,
2000 1999
----------- -----------
(unaudited)
CURRENT LIABILITIES:
Accrued expenses $ 257,207 $ 264,991
Accounts payable 177,463 322,241
Current portion of long term debt 20,047 18,691
----------- -----------
Total current liabilities 454,717 605,923
Long term debt 419,488 434,658
STOCKHOLDERS' EQUITY:
Common stock, Par value--$.10 per share
Authorized--8,000,000 shares
Issued--3,054,782 and 2,834,682
shares at September 30, 2000 and
December 31, 1999 305,478 283,468
Capital in excess of par value 8,650,608 8,354,246
Accumulated deficit (4,957,616) (5,235,581)
Treasury stock, at cost --
389,598 shares (586,735) (586,735)
----------- -----------
Total stockholders' equity 3,411,735 2,815,398
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,285,940 $ 3,855,979
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
-4-
<PAGE>
IMMUCELL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Product sales $ 1,072,178 $ 1,112,496 $ 3,933,034 $ 3,468,079
Grant income 49,199 46,683 81,266 137,828
Royalty income 16,207 -- 29,189 --
----------- ----------- ----------- -----------
Total revenues 1,137,584 1,159,179 4,043,489 3,605,907
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Product costs 565,263 521,907 1,969,375 1,573,999
Research and development
expenses 230,535 188,180 712,844 605,972
Sales and marketing
expenses 250,313 215,712 754,709 640,852
General and administrative
expenses 121,738 103,351 373,574 312,417
----------- ----------- ----------- -----------
Total costs and expenses 1,167,849 1,029,150 3,810,502 3,133,240
----------- ----------- ----------- -----------
Operating (loss) income (30,265) 130,029 232,987 472,667
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Equity in earnings of
joint venture -- (78,004) -- (97,134)
Interest and other income 26,363 21,139 73,803 50,414
Interest expense (9,581) (9,976) (28,825) (29,878)
----------- ----------- ----------- -----------
Net other income (expense) 16,782 (66,841) 44,978 (76,598)
----------- ----------- ----------- -----------
NET (LOSS) PROFIT $ (13,483) $ 63,188 $ 277,965 $ 396,069
=========== =========== =========== ===========
NET PROFIT PER
COMMON SHARE:
Basic $ (0.01) $ 0.03 $ 0.11 $ 0.16
Diluted $ (0.01) $ 0.02 $ 0.10 $ 0.16
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
Basic 2,665,184 2,428,884 2,620,909 2,428,884
Diluted 2,665,184 2,529,706 2,827,604 2,496,130
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
-5-
<PAGE>
IMMUCELL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Nine Months Ended
September 30,
-----------------------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 277,965 $ 396,069
Adjustments to reconcile net
profit to net cash provided
by operating activities-
Depreciation and amortization 97,202 77,249
Equity share in joint venture loss -- 84,111
Changes in:
Accounts receivable (125,710) (207,752)
Inventories (187,602) 25,395
Prepaid expenses (33,573) (12,202)
Accounts payable (144,778) (35,430)
Accrued expenses (7,784) (80,258)
---------- ----------
Net cash (used for) provided by
operating activities (124,280) 247,182
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant
and equipment, net (63,435) (4,178)
---------- ----------
Net cash used for
investing activities (63,435) (4,178)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of debt obligations (13,814) (12,777)
Proceeds from exercise of stock options 318,372 --
---------- ----------
Net cash provided by (used for)
financing activities 304,558 (12,777)
---------- ----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 116,843 230,227
BEGINNING CASH AND CASH EQUIVALENTS 1,823,688 1,538,905
---------- ----------
ENDING CASH AND CASH EQUIVALENTS $1,940,531 $1,769,132
========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
-6-
<PAGE>
IMMUCELL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
---------------------
The accompanying financial statements have been prepared by ImmuCell
Corporation (the "Company") without audit, and reflect the adjustments, all of
which are of a normal recurring nature, that are, in the opinion of management,
necessary for a fair statement of the results for the interim periods presented.
Certain information and footnote disclosures normally included in the annual
financial statements which are prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, the Company
believes that although the disclosures are adequate to make the information
presented not misleading, these financial statements should be read in
conjunction with the financial statements and the notes to the financial
statements as of December 31, 1999, contained in the Company's Annual Report to
shareholders on Form 10-K as filed with the Securities and Exchange Commission.
The consolidated financial statements of the Company include the
accounts of the Company and its wholly-owned subsidiary, the Kamar Marketing
Group, Inc. All intercompany accounts and transactions have been eliminated in
consolidation.
(2) Inventories
-----------
Inventories consist of the following:
September 30, December 31,
2000 1999
---- ----
Raw materials $154,454 $136,909
Work-in-process 313,194 243,895
Finished goods 240,610 139,852
-------- --------
$708,258 $520,656
======== ========
(3) Debt Obligations
----------------
The Company has long term debt obligations, net of current maturities,
as follows:
September 30, December 31,
2000 1999
---- ----
8.62% Bank mortgage, collateralized
by first security interest in
building, due 1999 to 2003 $439,535 $453,349
Less current portion 20,047 18,691
-------- --------
Long term debt $419,488 $434,658
======== ========
The mortgage, which was entered into in May 1998, has a 15 year
amortization schedule with interest payable at the fixed rate of 8.62% per year
for the first five years. The Company intends to repay the then outstanding
principal at the end of this five year period, but the mortgage does provide the
option of resetting at a new fixed interest rate to be determined at that time
for one additional five year period. Principal payments under this mortgage
obligation, due in monthly installments subsequent to September 30, 2000,
aggregate approximately the following: $6,000 - 2000; $20,000 - 2001; $22,000 -
2002; and $392,000 - 2003.
-7-
<PAGE>
IMMUCELL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(4) Net (Loss) Profit per Common Share
----------------------------------
The basic net (loss) profit per share of common stock is determined by
dividing the net (loss) profit by the weighted average number of shares of
common stock outstanding during the period. The diluted net profit per share
reflects the potential dilution that would occur if existing stock options were
exercised. Common stock equivalents have not been included in the diluted net
loss per share computation, as the effect would be antidilutive, thereby
decreasing the net loss per common share.
(5) Segment and Significant Customer Information
--------------------------------------------
The Company principally operates in the business segment described in
Note 1 to its Annual Report on Form 10-K for the year ended December 31, 1999.
The Company's primary customers for the majority (71% and 63% for the three
month periods ended September 30, 2000 and 1999, respectively, and 77% and 74%
for the nine month periods ended September 30, 2000 and 1999, respectively) of
its product sales are in the United States dairy and beef industries. Sales to
foreign customers, who are principally in the dairy industry, aggregated 27% and
35% of product sales for the three month periods ended September 30, 2000 and
1999, respectively, and 21% and 25% of product sales for the nine month periods
ended September 30, 2000 and 1999, respectively.
In 1998, the Company adopted Statement of Financial Accounting
Standards No. 131. The Company's two reportable segments are: (1) Animal Health
Products and (2) Research and Development ("R&D"). The accounting policies of
the segments are the same as those described in Note 2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999. The Company evaluates
the performance of its segments and allocates resources to them based on
contribution before allocation of corporate overhead charges. The table below
presents information about reported segments for the three and nine month
periods ended September 30, 2000 and 1999:
<TABLE><CAPTION>
Three Months Ended September 30, 2000: Animal Health
(in thousands) Products R&D Other Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Product Sales $ 1,051 -- $ 21 $ 1,072
Grant Income -- $ 49 -- 49
Royalty Income -- -- 17 17
-------- -------- -------- --------
Total Revenues 1,051 49 38 1,138
Product Costs 553 -- 12 565
Research and Development Expenses -- 231 -- 231
Sales and Marketing Expenses 250 -- -- 250
Other Expenses -- -- 105 105
-------- -------- -------- --------
Net Profit (Loss) $ 248 $ (182) $ (79) $ ( 13)
======== ======== ======== ========
Three Months Ended September 30, 1999: Animal Health
(in thousands) Products R&D Other Total
-------- -------- -------- --------
Product Sales $ 1,093 -- $ 19 $ 1,112
Grant Income -- $ 47 -- 47
-------- -------- -------- --------
Total Revenues 1,093 47 19 1,159
Product Costs 512 -- 10 522
Research and Development Expenses -- 188 -- 188
Sales and Marketing Expenses 216 -- -- 216
Other Expenses -- -- 170 170
-------- -------- -------- --------
Net Profit (Loss) $ 365 $ (141) $ (161) $ 63
======== ======== ======== ========
</TABLE>
-8-
<PAGE>
IMMUCELL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE><CAPTION>
Nine Months Ended September 30, 2000: Animal Health
(in thousands) Products R&D Other Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Product Sales $ 3,854 -- $ 79 $ 3,933
Grant Income -- $ 81 -- 81
Royalty Income -- -- 29 29
-------- -------- -------- --------
Total Revenues 3,854 81 108 4,043
Product Costs 1,927 -- 42 1,969
Research and Development Expenses -- 713 -- 713
Sales and Marketing Expenses 755 -- -- 755
Other Expenses -- -- 328 328
-------- -------- -------- --------
Net Profit (Loss) $ 1,172 $ (632) $ (262) $ 278
======== ======== ======== ========
Nine Months Ended September 30, 1999: Animal Health
(in thousands) Products R&D Other Total
-------- -------- -------- --------
Product Sales $ 3,420 -- $ 48 $ 3,468
Grant Income -- $ 138 -- 138
-------- -------- -------- --------
Total Revenues 3,420 138 48 3,606
Product Costs 1,554 -- 20 1,574
Research and Development Expenses -- 606 -- 606
Sales and Marketing Expenses 641 -- -- 641
Other Expenses -- -- 389 389
-------- -------- -------- --------
Net Profit (Loss) $ 1,225 $ (468) $ (361) $ 396
======== ======== ======== ========
</TABLE>
(6) Recent Accounting Pronouncements
--------------------------------
In December 1999, the SEC issued Staff Accounting Bulletin No.
101 "SAB 101", "Revenue Recognition in Financial Statements". SAB 101 summarizes
certain of the SEC's views in applying generally accepted accounting principles
to revenue recognition in financial statements. The Company adopted SAB 101 in
the second quarter of 2000. Management does not expect the adoption of SAB 101
to have a material effect on the Company's financial condition or results of
operations.
On March 31, 2000, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 44, Accounting for Certain Transactions
involving Stock Compensation - an interpretation of APB Opinion No. 25 (FIN 44),
providing new accounting rules for stock-based compensation under APB Opinion
No. 25, Accounting for Stock Issued to Employees (APB 25). FIN 44 clarifies the
application of APB Opinion No. 25 and, among other issues, clarifies the
following: the definition of an employee for purposes of applying APB Opinion
No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan, the accounting consequences of various modifications to
the terms of previously fixed stock options or awards, and the accounting for
the exchange of stock compensation awards in a business combination. FIN 44 is
generally effective for transactions occurring after July 1, 2000, but applies
to repricings and some other transactions after December 15, 1998. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.
-9-
<PAGE>
IMMUCELL CORPORATION
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30,
2000
Total revenues decreased by $22,000 (2%) to $1,138,000 during the
three month period ended September 30, 2000 in comparison to the same period in
the prior year. Total revenues increased by $438,000 (12%) to $4,043,000 during
the nine month period ended September 30, 2000 in comparison to the same period
in the prior year. Grant income in 2000 and 1999 was recognized principally
under a federally sponsored research grant in support of the Company's passive
antibody development program for humans. Royalty income was earned in 2000 under
a license to an Australian company covering the use of the Company's
purification technology to make whey protein isolate.
Product sales decreased by $40,000 (4%) to $1,072,000 during the three
month period ended September 30, 2000, in comparison to the same period in the
prior year. Product sales increased by $465,000 (13%) during the nine month
period ended September 30, 2000, in comparison to the same period in the prior
year. Product sales in the third quarter of 2000 were negatively impacted by a
backlog of orders for FIRST DEFENSE(R) valued at approximately $380,000 as of
September 30, 2000. The Company does not anticipate being able to completely
fill the backlog of orders valued at approximately $600,000 as of November 3,
2000 before year end. Sales of FIRST DEFENSE and the KAMAR(R) HEATMOUNT(R)
DETECTOR decreased by 17% during the three month period ended September 30, 2000
and increased by 2% during the nine month period ended September 30, 2000, as
compared to the same periods in 1999. Sales of FIRST DEFENSE and the KAMAR
HEATMOUNT DETECTOR aggregated 83% and 96% of total product sales during the
three month periods ended September 30, 2000 and 1999, respectively and
aggregated 86% and 95% of total product sales during the nine month periods
ended September 30, 2000 and 1999, respectively. The decrease in the percentage
of product sales that is comprised of these two products is principally the
result of the addition of sales of WIPE OUT(TM) DAIRY WIPES to the product mix
in 2000. The introduction of sales of TIP-TEST(TM): JOHNE'S did not have a
significant impact on the product mix in 2000 because those sales have been
limited to date principally due to state regulatory barriers that the Company is
working to overcome. In September 2000, the Company entered into a one year
extension to the term of its product license from Kamar, Inc. covering the
exclusive distribution of the KAMAR HEATMOUNT DETECTOR from December 31, 2003
through December 31, 2004. Under the amended license, the Company agreed to
increase the royalty paid to Kamar in return for a reduction in the Company's
obligation to fund certain marketing expenses in support of the product that
will instead be funded by Kamar. The license was also amended so that Kamar no
longer has the right to terminate before expiration of the term without cause.
Gross margin as a percentage of product sales was 47% and 53% during
the three month periods ended September 30, 2000 and 1999, respectively. Gross
margin as a percentage of product sales was 50% and 55% during the nine month
periods ended September 30, 2000 and 1999, respectively. The decreases resulted
principally from WIPE OUT having a lower gross margin than FIRST Defense. The
gross margin decreased by $84,000 (14%) during the three month period ended
September 30, 2000, and the gross margin increased by $70,000 (4%) during the
nine month period ended September 30, 2000, compared to the respective periods
of the prior year.
Research and development expenses increased by $42,000 (23%) to
$231,000 during the three month period ended September 30, 2000, as compared to
the respective period in 1999. Research and development expenses aggregated 20%
and 16% of total revenues during the three month periods ended September 30,
2000 and 1999, respectively. Research and development expenses exceeded grant
income by $181,000 (which amount equals 17% of product sales) and by $141,000
(which amount equals 13% of product sales) during the three month periods ended
September 30, 2000 and 1999, respectively. Research and development expenses
increased by $107,000 (18%) to $713,000 during the nine month period ended
September 30, 2000, as compared to the respective period in 1999. Research and
development expenses aggregated 18% and 17% of total revenues during the nine
month periods ended September 30, 2000 and 1999, respectively. Research and
development expenses exceeded grant income by $632,000 (which amount equals 16%
of product sales) and by $468,000 (which amount equals 14% of product sales)
during the nine month periods ended September 30, 2000 and 1999, respectively.
Since 1999, internal resources have been invested principally in the development
of new animal health products that fit the Company's objective of
commercializing its proprietary technologies and helping dairy and beef
producers and their veterinarians manage disease and reproduction in their
herds. During the second quarter of 2000, the Company initiated a new product
development effort utilizing Nisin (the same natural, antimicrobial protein that
is the active disease fighting agent in
-10-
<PAGE>
IMMUCELL CORPORATION
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
WIPE OUT) as a treatment for mastitis in dairy cows. Additionally, funds have
been invested in the development of a product to detect infectious pathogens in
water. Due to the backlog of FIRST DEFENSE(R) orders that limited sales in the
third quarter of 2000, the amount invested net of grant income was higher than
the 12% to 14% of product sales that is anticipated over time.
Management believes that the expenses incurred resulting from the
investment in the research and development of new products is necessary to
foster growth for the Company in the future. Beginning in 1998, the Company
determined to increase development of new animal health products and to decrease
its internally funded research and development investment in products targeted
towards the human health care markets. Because funding requirements for these
animal health programs are less than the requirements for the human health
programs, the Company anticipates that it will be able to continue to report
profitable results of operations despite the small loss recorded in the third
quarter of 2000. The Company has made no provision for income taxes because of
the availability of sufficient net operating loss carryforwards.
Sales and marketing expenses increased by $35,000 (16%) during the
three month period ended September 30, 2000 compared to the same period in 1999,
aggregating 23% of product sales in the 2000 period compared to 19% in 1999.
Sales and marketing expenses increased by $114,000 (18%) during the nine month
period ended September 30, 2000 compared to the same period in 1999, aggregating
19% and 18% of product sales in the nine month periods ended September 30, 2000
and 1999. General and administrative expenses increased by $18,000 (18%) and by
$61,000 (20%) during the three and nine month periods ended September 30, 2000
and 1999, respectively, while the Company continues its efforts to control these
expenses while incurring all the necessary costs associated with being a
publicly held company.
LIQUIDITY AND CAPITAL RESOURCES
Total assets increased by approximately $430,000 to $4,286,000 at
September 30, 2000 from $3,856,000 at December 31, 1999. Cash and cash
equivalents increased by approximately $117,000 to $1,941,000 at September 30,
2000 from $1,824,000 at December 31, 1999. Net working capital increased by
$615,000 to $2,834,000 at September 30, 2000 from $2,219,000 at December 31,
1999. Stockholders' equity increased by $596,000 to $3,412,000 at September 30,
2000 from $2,815,000 at December 31, 1999.
The Company was awarded a $710,000 Phase II Small Business Innovation
Research grant in September 1997. This grant funded certain development expenses
relating to the DIFFGAM clinical development program. All available funding
under this grant was utilized as of September 30, 2000. The Company is seeking a
partner to fund additional development expenses.
To increase the production capacity of FIRST DEFENSE in response to
the current backlog of orders and to accommodate other increasing manufacturing
demands, the Company has initiated a 5,300 square foot addition to its facility
that is estimated to cost approximately $600,000. Additionally, to benefit from
efficiencies in the production of WIPE OUT(TM), the Company intends to invest
approximately $200,000 in manufacturing equipment necessary to bring a
significant element of the assembly of this product in-house. Both of these
projects are expected to be completed in the second quarter of 2001.
The Company believes that it has sufficient capital resources to meet
its working capital requirements and to finance its ongoing business operations
during the next twelve months.
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. Such statements include, but are not limited
to, any statements relating to the Company's objectives concerning future
product sales and profitability and any other statements that are not historical
facts. Such statements involve risks and uncertainties, including, but not
limited
-11-
<PAGE>
IMMUCELL CORPORATION
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
to, those risks and uncertainties relating to difficulties or delays in
development, testing, regulatory approval, production and marketing of the
Company's products, competition within the Company's anticipated product
markets, the uncertainties associated with product development, and other risks
detailed from time to time in filings the Company makes with the Securities and
Exchange Commission, including its Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q. Such statements are based on management's current
expectations, but actual results may differ materially due to various factors,
including those risks and uncertainties mentioned or referred to in this
Quarterly Report.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(1)10.1 Amendment No. 2 to Distribution and Licensing
Agreement between the Registrant and Kamar, Inc.
dated September 28, 2000.
27.1 Financial Data Schedule (for electronically
filed copies only).
(b) Reports on Form 8-K
None
(1)Confidential Treatment as to certain portions has been requested effective
until December 31, 2004. The copy filed as an exhibit omits the information
subject to the confidentiality request.
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 hereunto duly authorized.
ImmuCell Corporation
Registrant
Date: November 10, 2000 By: /s/ Michael F. Brigham
------------------------------------
Michael F. Brigham
President and Chief Executive
Officer and Treasurer
-12-
<PAGE>
IMMUCELL CORPORATION
EXHIBIT INDEX
10.1 Amendment No. 2 to Distribution and Licensing Agreement between the
Registrant and Kamar, Inc. dated September 28, 2000.
27.1 Financial Data Schedule (for electronically filed copies only).
