-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXgoYZNVmcxIRQq8FITx8JEfsC/J3sg8rZPw/Tgh9/jNX+ZoPgehqQ4BoID2ZtYj YjQbhM7iwXBiq2037TCwhg== /in/edgar/work/20000620/0001039962-00-000004/0001039962-00-000004.txt : 20000920 0001039962-00-000004.hdr.sgml : 20000920 ACCESSION NUMBER: 0001039962-00-000004 CONFORMED SUBMISSION TYPE: 10QSB CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000614 FILED AS OF DATE: 20000620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMECOR CORP CENTRAL INDEX KEY: 0001039962 STANDARD INDUSTRIAL CLASSIFICATION: [3571 ] IRS NUMBER: 680324628 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 333-06966 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 100-105 PROFESSIONAL CENTER DR CITY: ROHNERT PARK STATE: CA ZIP: 94928-2137 BUSINESS PHONE: 7075853036 MAIL ADDRESS: STREET 1: 100-105 PROFESSIONAL DR CITY: ROHNERT PARK STATE: CA ZIP: 94928 10QSB 1 0001.txt ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to: _________ Commission File Number: 333-06966 IMMECOR CORPORATION (Name of small business issuer in its charter) California 68-0324628 (State or jurisdiction of incorporation or (I.R.S. Employer Identification No.) Organization) 100 Professional Center Drive, Rohnert Park, California 94928-2137 (Address of principal executive offices) (707) 585-3036 (Issuer's Telephone Number) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, Without Par Value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[ ] (APPLICABLE ONLY TO CORPORATE ISSUERS) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,935,376 shares of common stock as of March 31, 2000. Transitional Small Business Disclosure Format Yes [ ] No [X] IMMECOR CORPORATION INDEX TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Balance sheets at December 31, 1999 and March 31, 2000 Statements of income for the three months ended March 31, 1999 and 2000 Statements of cash flows for the three months ended March 31, 1999 and 2000 Statements of shareholders' equity for the three months ended March 31, 1999 and 2000 Item 2. Management's Discussion and Analysis or Plan of Operation PART II OTHER INFORMATION Item 1. Legal proceedings Item 2. Changes in securities Item 3. Defaults upon senior securities Item 4. Submission of matters to a vote of security holders Item 5 Other information Item 6. Exhibits and Reports on Form 8-K FORWARD LOOKING STATEMENTS Immecor Corporation (the "Company") cautions readers that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 10-QSB or that are otherwise made by or on behalf of the Company. For this purpose, any statement contained in the Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue" or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Factors that may affect the Company's results include, but are not limited to, the Company's limited history of profitability, its dependence on a limited number of customers and key personnel, its possible need for additional financing and its dependence on certain industries. The Company is also subject to other risks detailed herein or detailed from time to time in the Company's filings with the Securities and Exchange Commission. PART I ITEM 1. FINANCIAL INFORMATION Page The following Financial Statements are filed as part of this report: Balance Sheets 3 Statements of Income 4 Statements of Cash Flows 5 Statements of Shareholder Equity 6 Notes to Financial Statements 7 IMMECOR CORPORATION Balance Sheets ASSETS
December 31, March 31, 1999 2000 ----- ----- (restated) (unaudited) Current Assets Cash $ 57,788 $ 35,131 Accounts receivables (net of allowance for doubtful amounts of $18,479 in 1999 and $19,500 in 2000 ) 989,972 2,862,938 Inventories 1,159,638 1,501,870 Notes receivable - 8,877 Prepaid and other assets (Note 4) 59,476 42,206 Deferred tax assets 13,681 44,681 --------- --------- Total current assets 2,280,555 4,495,703 EQUIPMENT AND IMPROVEMENTS -net 125,601 149,056 ------- ------- Total Assets $2,406,156 $ 4,644,759 --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes payable, due within one year (Note 3) $ 5,318 $ 227,722 Accounts payable 1,380,692 2,729,573 Accrued liabilities 165,214 199,389 Advances from shareholders - 25,000 Other liabilities - 3,562 Sales tax payable - 8,771 Income tax payable - 401,000 Line of credit (Note 3) 350,890 - -------- --------- Total current liabilities 1,902,114 3,595,017 Long-term Liabilities Note payable, due after one year (Note 2) 3,189 7,353 Deferred income taxes 16,536 16,536 -------- --------- Total long-term liabilities 19,725 23,889 -------- --------- Total liabilities $ 1,921,839 $ 3,618,906 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Preferred stock, no par value, 20,000,000 shares authorized; no shares issued and outstanding Common stock, no par value, 50,000,000 shares authorized; issued and outstanding, 1999: 2,435,376; 2000: 1,935,376 288,855 288,855 Retained earnings 195,462 736,998 -------- --------- Total shareholders' equity 484,317 1,025,853 -------- --------- Total liabilities and shareholders' equity $ 2,406,156 $ 4,644,759 --------- --------- The accompanying notes are an integral part of these financial statements IMMECOR CORPORATION Statement of Income Period ended March 31, 1999 2000 ------ ------ (restated) (unaudited) Net sales (Note 5) $ 2,087,886 $ 6,058,638 Cost of sales 1,701,444 4,607,818 --------- --------- Gross profit 386,442 1,450,820 Selling, general and administrative expenses 344,590 521,832 ------- --------- Depreciation - 4,170 Operating income 41,852 924,818 Interest income 1,056 47 Interest expense 1,947 12,329 ----- --------- Income before income taxes 40,961 912,536 Income taxes 16,400 370,000 ------ --------- NET INCOME $ 24,561 $ 542,536 Net income per share - basic and diluted $ 0.01 $ 0.28 Weighted average shares outstanding - basic and diluted 2,435,376 1,935,376 The accompanying notes are an integral part of these financial statements IMMECOR CORPORATION Statement of Cash Flow Period ended March 31, 1999 2000 ------ ------ (restated) (unaudited) Increase (decrease) from cash Cash flows from operating activities: Net income $ 24,561 $ 542,536 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 4,361 4,170 Deferred taxes (18,530) (31,000) Change in assets and liabilities: Accounts and notes receivable (578,256) (1,872,966) Inventory 28,281 (342,232) Prepaids and others 1,925 17,270 Accounts payable 100,282 1,348,881 Accrued liabilities 9,540 (45,508) -------- ---------- Income taxes payable 104,423 401,000 -------- ---------- Net cash provided by operating activities (323,413) 113,167 Cash flows from Investing activities: Purchase of fixed assets (5,124) (27,625) Notes receivable issued - (8,877) --------- ---------- Net cash used in investing activities (5,124) (36,502) Cash flows from financing activities Repayment of Line of CreditLine of Credit - (350,890) Proceeds from notes payable 70,704 227,722 Payments on note payable - (1,154) Advances from shareholders - 25,000 --------- --------- Net cash used in financing activities 70,704 (99,322) Net (decrease) in cash (257,833) (22,657) Cash beginning of period 207,040 57,788 -------- --------- Cash at end of period $ (50,793) $ 35,131 --------- --------- Supplemental disclosure of cash flow information Cash paid during period for: Interest $ 1,947 $ - Income taxes $ 16,400 $ -
The accompanying notes are an integral part of these financial statements IMMECOR CORPORATION NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies Basis of Presentation The financial statements included in this Form 10-QSB have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant to such rules and regulations, although management believes the disclosures are adequate to make the information presented not misleading. The results of operations for any interim period are not necessarily indicative of results for a full year. These statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999. The financial statements presented herein as of March 31, 2000 and for the three months ended March 31, 1999 reflect, in the opinion of management, all material adjustments consisting only of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flow for the interim periods. Earnings per share amounts are based on the weighted average number of common stock outstanding in each period. Note 2: Note Payable Note payable consists of the following as of: December 31, March 31, 1999 2000 ----------------------- (restated) (unaudited) Note payable, collaterized by vehicle, payable in monthly installments of $443 including interest of 10.5% through September 2001 $ 8,507 $ 7,352 Less amount due in one year 5,318 3,987 ------------------------ $ 3,189 $ 3,365 Note 3: Line of Credit The Company has a $1,500,000 line of credit which expires December 20, 2000. Advances under the line of credit can not exceed 80% of eligible accounts receivable and is secured by a security interest in all accounts receivable, inventory and equipment. The line of credit is also personally guaranteed by the Company's major shareholder. The advance outstanding on the line of credit as of March 31, 2000 was $227,722. Note 4: Commitments The Company leases two premises under a noncancelable operating leases. Operating lease one expires in January 2001, and operating lease two expires in April 2002. The Company is obligated to pay its pro-rate share of utilities for the building on a monthly basis. For lease two the Company is obligated to pay its own utilities and has set up an account with the local utility company. Minimum future rental payments under the lease agreements as of March 31, 2000 are as follows: Quarter ended March 31, 2000, Lease One Lease Two City of Rohnert Park City of Santa Clara 2000 $ 56,376 $ 36,711 2001 6,264 36,711 ----- ------- $ 62,640 $ 73,422 IMMECOR CORPORATION NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 5: Sales to Major Customers A material part of the Company's business is dependent upon sales to major customers, the loss of which would have a material adverse effect on the Company's financial position and results of operation. One customer accounted for 73% and 72% of total sales in 2000, and 1999 respectively. The Company is attempting to expand its customer base to lessen the effect of having major customers. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition and Results of Operations: The following table sets forth, as a percentage of sales, certain items included in the Company's financial statements. Three Months Ended March 31, -1999- -2000- ------ ------- Statements of Income Data: Net sales......................................... 100.00% 100.00% Cost of sales .................................. 80.18 76.06 Gross profit ..................................... 19.81 23.95 Depreciation and amortization .................... 0.00 0.07 Selling, general and administrative expenses ..... 16.50 8.61 Total operating costs and expenses ............... 16.50 8.62 Operating income (loss) .......................... 3.32 15.26 Interest income (loss) ........................... 0.05 0.00 Interest expense.................................. 0.09 0.20 Income (loss) before income taxes................. 3.27 15.07 Income Tax ...................................... 0.79 6.11 Net income (loss) ................................ 2.49 8.96 Net Sales Net sales increased by $3,970,752 or 190% from $2,087,886 for the three months ended March 31, 1999 (the "1999 period") to $6,058,638 for the three months ended March 31, 2000 ("the 2000 period"). The net sales increase resulted primarily from new products and increased demand from major customers responsible for the majority of the Company's sales. Sales to the major customers have continued to increase steadily due to a new product line of high-end servers and processors. Firm orders on the books as of May 1, 2000 for $3,400,000 indicate that this trend will continue during the remainder of 2000. Nevertheless, the loss of one or more major customer would have a material adverse effect on the Company's financial position and results of operations. Gross Profit As a percentage of net sales, gross profits increased form $386,442 or 19% in the 1999 period to $1,450,820 or 24% in the 2000 period. All the Company's product lines contributed to the increase in gross margin and the Company was able to improve operating efficiencies, while the company released new products, due to greater volume of sales. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $177,242 or 51% form $344,590 in the 1999 period to $521,832 in the 2000 period. As a percentage of sales, these expenses were 17% in 1999 and 9% in 2000. The decrease in the percentage was due to an increased volume of sales with higher prices and a large amount of the costs remaining fairly fixed. The dollar increase is due to higher payroll costs associated with new employees. Liquidity and Capital Resources On March 31, 1999 and March 31, 2000 the Company had net working capital of $497,139 and $901,686 respectively. The increase in working capital from 1999 to 2000 was primarily due to an increased level of accounts receivables, short term notes and prepaids due to increased sales levels, partly offset with higher accounts payable. The Company had used cash in operating activities of $(323,413) in 1999 period compared to net cash provided by operating activities of $113,167 in the 2000 period. The difference relates primarily to higher net income. The Company had net cash provided by financing activities of $70,704 in the 1999 period compared to net cash used in financing activities of $(99,322) in the 2000 period. The $(99,322) relates primarily to additional asset purchases and an increase in financing notes for customers. PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no legal proceedings pending against the Company during the period ending March 31, 2000. Item 2. Changes in Securities There were no changes in rights of securities holders during the period ending March 31, 2000. Item 3. Defaults upon Senior Securities There were no defaults upon senior securities during the period ending March 31, 2000. Item 4. Submission of Matters to a Vote of Security-Holders There were no matters submitted to the vote of securities holders during the period ending March 31, 2000. Item 5. Other Information There were no major contracts signed during the period during the period ending March 31, 2000. Item 6. Exhibits and Reports on Form 8-K There were no filings of Exhibits and Reports on Form 8-K during the period ending March 31, 2000. SIGNATURES In accordance with the requirements of the Securities and Exchange Commission the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMMECOR CORPRATION Date: May 12, 2000 By: /s/ Wil. L. Lindgren ----------------------- Wil L. Lindgren Chief Financial Officer Date: May 12, 1999 By: /s/ Heinot H. Hintereder ----------------------- Heinot H. Hintereder President & Chief Executive Officer LEGEND IMMECOR CORPORATION MULTIPLIER 1 CURRENCY 1 TABLE S C C PERIOD-TYPE YEAR YEAR FISCAL-YEAR-END DEC-31-1999 DEC-31-2000 PERIOD-START JAN-1-1999 JAN-1-2000 PERIOD-END MAR-31-1999 MAR-31-2000 EXCHANGE-RATE 1 1 CASH 57788 35131 SECURITIES 0 0 RECEIVABLES 1008721 2882438 ALLOWANCES 18749 19500 INVENTORY 1159638 1501870 CURRENT-ASSETS 2280555 4495703 PP&E 124915 42206 DEPRECIATION 39045 4170 TOTAL-ASSETS 2406156 4644759 CURRENT-LIABILITIES 1902114 3595017 BONDS 0 0 PREFERRED-MANDATORY 0 0 PREFERRED 0 0 COMMON 288855 288855 OTHER-SE 195462 736998 TOTAL-LIABILITY-AND-EQUITY 2406156 4644759 SALES 2087886 6058638 TOTAL-REVENUES 2087886 6058638 CGS 1701444 4607818 TOTAL-COSTS 2046034 5129650 OTHER-EXPENSES 0 0 LOSS-PROVISION 0 0 INTEREST-EXPENSE 1947 12329 INCOME-PRETAX 40961 912536 INCOME-TAX 16400 370000 INCOME-CONTINUING 24561 542536 DISCONTINUED 0 0 EXTRAORDINARY 0 0 CHANGES 0 0 NET-INCOME 24561 542536 EPS-PRIMARY .01 .028 EPS-DILUTED .01 .028 -----END PRIVACY-ENHANCED MESSAGE-----