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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File No.
----------------- -------------------
March 31, 2003 001-08568
IGI, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 01-0355758
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Lincoln Avenue, Buena, NJ 08310
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
856-697-1441
--------------------------------------------------
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
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
----- -----
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
Common Shares Outstanding at May 8, 2003 is 11,441,279.
1
ITEM 1. Financial Statements
PART I FINANCIAL INFORMATION
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share information)
(Unaudited)
Three months ended March 31,
----------------------------
2003 2002
---- ----
Revenues:
Product sales, net $ 805 $ 854
Licensing and royalty income 203 209
---------- ----------
Total revenues 1,008 1,063
Cost and expenses:
Cost of sales 330 395
Selling, general and administrative expenses 499 657
Product development and research expenses 147 124
---------- ----------
Operating profit (loss) 32 (113)
Interest income (expense) 6 (184)
Other income, net - 58
---------- ----------
Profit (loss) from continuing operations before
provision for income taxes 38 (239)
Provision for income taxes (2) (6)
---------- ----------
Income (loss) from continuing operations 36 (245)
---------- ----------
Discontinued operations:
Income from operations of discontinued
business - 120
---------- ----------
Net income (loss) 36 (125)
Mark to market for detachable stock warrants - (362)
---------- ----------
Net income (loss) attributable to common stock $ 36 $ (487)
========== ==========
Basic Earnings (Loss) Per Common Share
Continuing operations $ - $ (.05)
Discontinued operations - .01
---------- ----------
Net income (loss) per share $ - $ (.04)
========== ==========
Diluted Earnings (Loss) Per Common Share
Continued operations $ - $ (.05)
Discontinued operations - .01
---------- ----------
Net income (loss) per share $ - $ (.04)
========== ==========
Weighted Average of Common Stock and
Common Stock Equivalents Outstanding
Basic 11,382,692 11,273,101
Diluted 11,479,206 11,273,101
The accompanying notes are an integral part of the consolidated financial
statements.
2
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2003
(unaudited) December 31, 2002
-------------- -----------------
(in thousands except share
and per share data)
ASSETS
Current assets:
Cash and cash equivalents $ 1,757 $ 1,999
Accounts receivable, less allowance for doubtful accounts
of $31 and $35 in 2003 and 2002, respectively 423 460
Licensing and royalty income receivable 168 166
Inventories 243 209
Prepaid expenses and other current assets 254 146
-------- --------
Total current assets 2,845 2,980
Property, plant and equipment, net 2,821 2,862
Other assets 83 87
-------- --------
Total assets $ 5,749 $ 5,929
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 18 $ 18
Accounts payable 70 115
Accrued payroll 88 71
Other accrued expenses 374 551
Income taxes payable 14 16
-------- --------
Total current liabilities 564 771
Deferred income 451 485
Long-term debt 170 164
-------- --------
Total liabilities 1,185 1,420
-------- --------
Stockholders' equity:
Common stock, $.01 par value, 50,000,000 shares
authorized; 13,319,919 and 13,262,657 shares
issued in 2003 and 2002, respectively 133 133
Additional paid-in capital 23,674 23,644
Accumulated deficit (17,917) (17,953)
Less treasury stock, 1,893,040 and 1,878,640 shares at cost
in 2003 and 2002, respectively (1,326) (1,315)
-------- --------
Total stockholders' equity 4,564 4,509
-------- --------
Total liabilities and stockholders' equity $ 5,749 $ 5,929
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
3
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
----------------------------
2003 2002
---- ----
(amounts in thousands)
Cash flows from operating activities:
Net income (loss) $ 36 $ (125)
Reconciliation of net income (loss) to net
cash used in operating activities:
Depreciation and amortization 64 65
Amortization of deferred financing costs and debt discount - 145
Gain on sale of marketable securities - (58)
Provision for loss on accounts receivable and inventories 6 (19)
Recognition of deferred income (34) (34)
Interest expense related to subordinated note agreement - 41
Stock compensation expense:
Directors' stock issuance 26 11
Changes in operating assets and liabilities:
Accounts receivable 41 (290)
Inventories (44) 45
Receivables under royalty agreements (2) 70
Prepaid expenses and other assets (108) (430)
Accounts payable and accrued expenses (205) 25
Income taxes payable (2) 6
Discontinued operations - working capital changes
and non-cash charges - (40)
------ -------
Net cash used in operating activities (222) (588)
------ -------
Cash flows from investing activities:
Capital expenditures (19) (29)
Proceeds from sale of assets - 550
Proceeds from sale of marketable securities - 58
Discontinued operations - other investing activities - (34)
------ -------
Net cash provided by (used in) investing activities (19) 545
------ -------
Cash flows from financing activities:
Borrowings under revolving credit agreement - 4,303
Repayments of revolving credit agreement - (3,834)
Repayment of debt (4) (568)
Borrowings from EDA loan 10 182
Proceeds from exercise of common stock options and
purchase of common stock 4 16
Purchase of treasury shares (11) -
------ -------
Net cash provided by (used in) financing activities (1) 99
------ -------
Net increase (decrease) in cash and equivalents (242) 56
Cash and equivalents at beginning of period 1,999 10
------ -------
Cash and equivalents at end of period $1,757 $ 66
====== =======
The accompanying notes are an integral part of the consolidated financial
statements.
4
IGI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements have been prepared
by IGI, Inc. without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"), and reflect all
adjustments which, in the opinion of management, are necessary for a
fair presentation of the results for the interim periods presented.
All such adjustments are of a normal recurring nature.
Certain information in footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
rules and regulations of the SEC, although the Company believes the
disclosures are adequate to make the information presented not
misleading. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002 (the "2002 10-K Annual Report").
2. Discontinued Operations
On May 31, 2002, the shareholders of the Company approved, and the
Company consummated, the sale of the assets and transfer of the
liabilities of the Companion Pet Products division, which marketed
companion pet care related products. The Companion Pet Products
division, which is presented as a discontinued operation, generated
income from operations of $120,000 for the three months ended March
31, 2002.
3. Debt
The Company received a $246,000 loan to provide partial funding for
the costs of investigation and remediation of the environmental
contamination discovered at the Companion Pet Products facility. The
loan requires monthly principal payments over a term of ten years at a
rate of interest of 5%. The Company received funding of $207,000
through March 31, 2003.
4. Inventories
Inventories are valued at the lower of cost, using the first-in,
first-out ("FIFO") method, or market. Inventories at March 31, 2003
and December 31, 2002 consist of:
March 31, 2003 December 31, 2002
-------------- -----------------
(amounts in thousands)
Finished goods $ 37 $ 52
Raw materials 206 157
---- ----
Total $243 $209
==== ====
5. Stock-Based Compensation
Compensation costs attributable to stock option and similar plans are
recognized based on any difference between the quoted market price of
the stock on the date of grant over the amount the employees and
directors are required to pay to acquire the stock (the intrinsic
value method). No stock-based employee or director compensation cost
is reflected in net income (loss) for options that have been granted,
as all options granted under the plans had an exercise price equal to
the market value of the underlying common stock on the date of grant.
Since the Company uses the intrinsic value method, it makes pro forma
disclosures of net income (loss) and net income (loss) per share as if
the fair-value based method of accounting had been applied.
5
IGI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited), Continued
If compensation cost for all grants under the Company's stock option
plans had been determined based on the fair value at the grant date
consistent with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation,"
the Company's net income (loss) and net income (loss) per share would
have changed to the pro forma amounts indicated below:
2003 2002
---- ----
(in thousands, except
per share information)
Net income (loss) - as reported $ 36 $(487)
Deduct: Total stock-based employee and
directors compensation expense determined
under the fair value based method (9) (200)
---- -----
Net income (loss) - pro forma $ 27 $(687)
==== =====
Income (loss) per share - as reported
Basic and diluted $.00 $(.04)
==== =====
Income (loss) per share - pro forma
Basic and diluted $.00 $(.06)
==== =====
6. Regulatory Proceedings and Legal Proceedings
On April 6, 2000, officials of the New Jersey Department of
Environmental Protection inspected the Company's storage site in
Buena, New Jersey and issued Notices of Violation relating to the
storage of waste materials in a number of trailers at the site. The
Company established a disposal and cleanup schedule and completed the
removal of materials from the site. The Company is cooperating with
the authorities and has accrued the estimated expense of settling with
this agency.
On March 2, 2001, the Company discovered the presence of environmental
contamination resulting from an unknown heating oil leak at its
Companion Pet Products manufacturing site. The Company immediately
notified the New Jersey Department of Environmental Protection and the
local authorities, and hired a contractor to assess the exposure and
required clean up. Based on the initial information from the
contractor, the Company originally estimated the cost for the cleanup
and remediation to be $310,000. In September 2001, the contractor
updated the estimated total cost for the cleanup and remediation to be
$550,000. A further update was performed in December 2002 and the
final estimated cost was increased to $620,000, of which $194,000
remains accrued as of March 31, 2003. The majority of the remediation
will be completed by the end of the Spring of 2003. Subsequently,
there will be periodic testing and removal performed, which is
projected to span over the next five years. The estimated cost of the
monitoring is included in the accrual.
7. Recent Pronouncements
The Company adopted SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections", effective January 1, 2003. As a result of adoption, the
Company's loss from early extinguishment of debt realized in the
second quarter of 2002 will be presented within continuing operations,
rather than presented as an extraordinary item.
The Company adopted SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" effective January 1, 2003. This
Statement addresses the financial accounting and reporting of expenses
related to restructurings initiated after 2002, and applies to costs
associated with an exit activity (including a restructuring) or with a
disposal of long-lived assets. Those activities can include
eliminating or reducing product lines, terminating employees and
contracts, and relocating plant facilities or personnel. Under SFAS
No. 146, a company will record a liability for a cost associated with
an exit or disposal activity when the liability is incurred and can be
measured at fair value. The provisions of this Statement are
effective prospectively for exit or disposal activities initiated
after December 31, 2002, and therefore did not have an impact on the
Company's consolidated financial statements.
6
IGI, INC. AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis may contain forward-looking
statements. Such statements are subject to certain risks and uncertainties,
including those discussed below or in the Company's 2002 10-K Annual Report,
that could cause actual results to differ materially from the Company's
expectations. See "Factors Which May Affect Future Results" below and in
the 2002 10-K Annual Report. Readers are cautioned not to place undue
reliance on any forward-looking statements, as they reflect management's
analysis as of the date hereof. The Company undertakes no obligation to
release the results of any revision to these forward-looking statements
which may be made to reflect events or circumstances after the date hereof
or to reflect the occurrence of anticipated events.
Results Of Operations
Quarter ended March 31, 2003 compared to March 31, 2002
The Company had net income attributable to common stock of $36,000, or $.00
per share, for the quarter ended March 31, 2003 compared to a net loss
attributable to common stock of $487,000, or $(.04) per share, for the
quarter ended March 31, 2002.
Total revenues for the quarter ended March 31, 2003 were $1,008,000,
compared to $1,063,000 for the quarter ended March 31, 2002 resulting in a
$55,000 decrease. The decrease in product sales was primarily due to lower
sales to Estee Lauder and three other customers offset by increased sales to
Vetoquinol.
As a percentage of product sales, cost of sales decreased from 46% in the
quarter ended March 31, 2002 to 41% in the quarter ended March 31, 2003. The
resulting increase in gross profit from 54% in the quarter ended March 31,
2002 to 59% for the quarter ended March 31, 2003 is due to higher overhead
costs allocated to the Companion Pet Products division in the first quarter
of 2002 compared to the actual costs for the first quarter of 2003.
Selling, general and administrative expenses decreased $158,000, or 24%,
from $657,000 in the quarter ended March 31, 2002. As a percentage of
revenues, these expenses were 62% of revenues in the first quarter of 2002
compared to 50% for the first quarter of 2003. Overall, expenses decreased
due to staff reductions and related lower expenses after the sale of the
Companion Pet Products division.
Product development and research expenses increased $23,000, or 19%,
compared to the quarter ended March 31, 2002. The increase in expenses is a
result of additional projects that are being worked on for existing and
potential new customers.
Interest expense decreased $190,000 from interest expense of $184,000 in
the quarter ended March 31, 2002 to interest income of $6,000 in the quarter
ended March 31, 2003. The decrease was a result of the pay-down of debt
using the proceeds from the sale of the Companion Pet Products division.
Discontinued operations in the quarter ended March 31, 2002 consisted of the
income from operations from the Companion Pet Products division, which was
sold on May 31, 2002.
Liquidity and Capital Resources
The Company's operating activities used $222,000 of cash during the first
quarter of 2003 compared to $588,000 used in the comparable quarter of 2002.
Payments for oil remediation costs and prepaid insurance premiums were the
major use of cash in 2003.
The Company used $19,000 of cash in the first quarter of 2003 for investing
activities compared to $545,000 generated from investing activities in the
first quarter of 2002. All of 2003's investing activities was for the
purchase of computers and machinery and equipment, while 2002's activity
primarily was cash generated from the sale of the former corporate office
building and sale of securities.
The Company's financing activities utilized $1,000 of cash in the first
quarter of 2003 compared to $99,000 provided by financing activities in the
first quarter of 2002. The cash utilized in 2003 is primarily the result of
the purchase of Company stock as part of a stock buy-back program, offset by
funding from the EDA loan. The cash provided in 2002 was primarily a result
of EDA loan proceeds to fund the oil remediation costs.
7
IGI, INC. AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
(Continued)
The Company's principal sources of liquidity are cash from operations and
cash and cash equivalents. Management believes that existing cash and cash
equivalents and cash flows from operations will be sufficient to meet the
Company's foreseeable cash needs for at least the next year. However, there
may be acquisition and other growth opportunities that require additional
external financing. Management may, from time to time, seek to obtain
additional funds from the public or private issuances of equity or debt
securities. There can be no assurance that such financings will be
available or available on terms acceptable to the Company.
There have been no material changes to the Company's contractual commitments
as reflected in the 2002 10-K Annual Report.
Regulatory Proceeding and Legal Proceedings
On April 6, 2000, officials of the New Jersey Department of Environmental
Protection inspected the Company's storage site in Buena, New Jersey and
issued Notices of Violation relating to the storage of waste materials in a
number of trailers at the site. The Company established a disposal and
cleanup schedule and completed the removal of materials from the site. The
Company is cooperating with the authorities and has accrued the estimated
expense of settling with this agency.
On March 2, 2001, the Company discovered the presence of environmental
contamination resulting from an unknown heating oil leak at its Companion
Pet Products manufacturing site. The Company immediately notified the New
Jersey Department of Environmental Protection and the local authorities, and
hired a contractor to assess the exposure and required clean up. Based on
the initial information from the contractor, the Company originally
estimated the cost for the cleanup and remediation to be $310,000. In
September 2001, the contractor updated the estimated total cost for the
cleanup and remediation to be $550,000. A further update was performed in
December 2002 and the final estimated cost was increased to $620,000, of
which $194,000 remains accrued as of March 31, 2003. The majority of the
remediation will be completed by the end of the Spring of 2003.
Subsequently, there will be periodic testing and removal performed, which is
projected to span over the next five years. The estimated cost of the
monitoring is included in the accrual.
Factors Which May Affect Future Results
The industry segments in which the Company competes are subject to intense
competitive pressures. The following sets forth some of the risks which the
Company faces.
Intense Competition in Consumer Products Business
- -------------------------------------------------
The Company's Consumer Products business competes with large, well-financed
cosmetics and consumer products companies with development and marketing
groups that are experienced in the industry and possess far greater
resources than those available to the Company. There is no assurance that
the Company's consumer products can compete successfully against its
competitors or that it can develop and market new products that will be
favorably received in the marketplace. In addition, certain of the
Company's customers that use the Company's Novasome(R) lipid vesicles in their
products may decide to reduce their purchases from the Company or shift
their business to other suppliers.
Effect of Rapidly Changing Technologies
- ---------------------------------------
The Company expects to sublicense its technologies to third parties, which
would manufacture and market products incorporating the technologies.
However, if its competitors develop new and improved technologies that are
superior to the Company's technologies, its technologies could be less
acceptable in the marketplace and therefore the Company's planned technology
sublicensing could be materially adversely affected.
8
IGI, INC. AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
(Continued)
American Stock Exchange (AMEX) Continuing Listing Standards
- -----------------------------------------------------------
On March 28, 2002, the Company was notified by AMEX that it was below
certain of the Exchange's continuing listing standards. Specifically, the
Company was required to reflect a profit from continuing operations and a
net profit for 2002 and a minimum of $4,000,000 in stockholders' equity by
December 31, 2002 in order to remain listed. On April 25, 2002, the Company
submitted a plan of compliance to AMEX. On June 12, 2002, AMEX notified the
Company that it had accepted the Company's plan of compliance and had
granted the Company an extension of time to regain compliance with the
continued listing standards by December 31, 2002. The 2002 loss from
continuing operations reflected tax expense associated with a change in the
New Jersey tax law that was retroactive to January 1, 2002. As a result of
this tax expense, the Company was not in compliance with the AMEX listing
standards for income from continuing operations. The Company notified AMEX
of this issue on November 14, 2002 after release of the Company's 2002 third
quarter results. In February 2003, the Company contacted AMEX after release
of the Company's 2002 year-end results.
On April 14, 2003, the Company received formal notification from AMEX that
the Company is now deemed to be in compliance with the requirements for
continued listing on AMEX.
Critical Accounting Policies
There have been no material changes to the Company's critical accounting
policies as reflected in the 2002 10-K Annual Report.
9
IGI, INC. AND SUBSIDIARIES
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The Company does not utilize financial instruments for trading
purposes and holds no derivative financial instruments which could
expose the Company to significant market risk. The Company's primary
market risk exposure with regard to financial instruments is changes
in interest rates. The Company's cash equivalents consist primarily
of investments in mutual funds. Management believes, based on the
current interest rate environment, that a 100 basis point change in
interest rates would have an immaterial impact on interest income.
ITEM 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the design and operation of its
disclosure controls and procedures within 90 days of the filing date
of this quarterly report, and, based on their evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that
these disclosure controls and procedures are effective. There were no
significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their evaluation.
10
IGI, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 2. Changes in Securities and Use of Proceeds
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
99.1 Certification of the Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as enacted under
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as enacted under
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
11
IGI, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IGI, Inc.
(Registrant)
Date: May 8, 2003 By: /s/ John F. Ambrose
-------------------
John F. Ambrose
President and Chief Executive
Officer
Date: May 8, 2003 By: /s/ Domenic N. Golato
---------------------
Domenic N. Golato
Senior Vice President and Chief
Financial Officer
12
CERTIFICATION
OF
JOHN F. AMBROSE
PRESIDENT & CHIEF EXECUTIVE OFFICER
OF
IGI, INC.
-----------------------------
I, John F. Ambrose, President & Chief Executive Officer of IGI, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of IGI, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 8, 2003
/s/ John F. Ambrose
-------------------
John F. Ambrose
President & Chief Executive Officer
13
CERTIFICATION
OF
DOMENIC N. GOLATO
CHIEF FINANCIAL OFFICER
OF
IGI, INC.
-----------------------------
I, Domenic N. Golato, Chief Financial Officer of IGI, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of IGI, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 8, 2003
/s/ Domenic N. Golato
---------------------
Domenic N. Golato
Chief Financial Officer
14