UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 quarterly period ended June 27, 1999
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: 0-26126
SEROLOGICALS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 58-2142225
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
780 Park North Blvd.
Suite 110
Atlanta, Georgia 30021
(Address of principal (Zip Code)
executive offices)
(404) 296-5595
(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding at August 9, 1999
Common Stock, $.01 par value per share 22,879,194
INDEX
SEROLOGICALS CORPORATION AND SUBSIDIARIES
PART I.
- -------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
December 27, 1998 and June 27, 1999 . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Income -
For the three and six months ended
June 28, 1998 and June 27, 19994. . . . . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows -
For the six months ended June 28, 1998 and June 27, 1999. . . . 5
Notes to Condensed Consolidated Financial Statements. . . . . .6-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . .11-19
Item 3. Quantitative and Qualitative Disclosure about
Market Risk . . . . . . . . . . . . . . . . . . . . . . . 20
PART II.
- --------
Item 4. Submission of Matters to a Vote of Security Holders. . . . 20
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
- ----------
PART I.
Item 1. Financial Statements
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 27, June 27,
1998 1999
---------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $34,940 $917
Trade accounts receivable, net 22,072 21,260
Inventories 13,441 21,422
Other current assets 2,563 2,231
-------- --------
Total current assets 73,016 45,830
-------- --------
PROPERTY AND EQUIPMENT, net 16,332 31,046
-------- --------
OTHER ASSETS:
Goodwill, net 51,741 67,358
Other, net 6,242 6,377
-------- --------
Total other assets 57,983 73,735
-------- --------
$147,331 $150,611
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and
capital lease obligations $4,406 $1,725
Accounts payable 4,028 4,198
Accrued liabilities 8,172 9,252
Deferred revenue 246 203
-------- --------
Total current liabilities 16,852 15,378
-------- --------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
less current maturities 878 1,334
-------- --------
OTHER LIABILITIES 592 592
-------- --------
STOCKHOLDERS' EQUITY:
Common stock 243 249
Additional paid-in capital 84,983 89,335
Retained earnings 43,715 51,077
Accumulated other comprehensive income 68 (254)
Less: treasury stock, at cost -- (7,100)
-------- --------
Total stockholders' equity 129,009 133,307
-------- --------
$147,331 $150,611
======== ========
The accompanying notes are an integral part of these condensed
consolidated balance sheets.
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(Unaudited)
Six Months Ended Three Months Ended
June 28, June 27, June 28, June 27,
1998 1999 1998 1999
--------- --------- --------- ---------
Net sales $59,670 $72,260 $30,236 $32,730
Costs and expenses:
Cost of sales 38,528 49,912 19,389 22,906
Selling, general and administrative
expense 7,768 9,198 3,927 4,531
Interest expense (income), net (372) (9) (99) 41
Other expense, net 1,460 1,817 774 921
-------- -------- -------- --------
Income before income taxes 12,286 11,342 6,245 4,331
Provision for income taxes 4,363 3,981 2,151 1,522
-------- -------- -------- --------
Net income $7,923 $7,361 $4,094 $2,809
======== ======== ======== ========
Net income per common share:
Basic $0.33 $0.30 $0.17 $0.12
======== ======== ======== ========
Diluted $0.31 $0.29 $0.16 $0.11
======== ======== ======== ========
Weighted average common and common
equivalent shares outstanding:
Basic 23,744,496 24,435,541 23,900,985 24,289,328
Diluted 25,747,076 25,687,920 25,851,246 25,123,121
The accompanying notes are an integral part of these
condensed consolidated statements.
4
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
------------------
June 28, June 27,
1998 1999
------- -------
Operating activities:
Net income $7,923 $7,361
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 2,685 3,720
Deferred income tax benefit (103) (4)
Changes in operating assets and liabilities,
net of acquisitions of businesses:
Trade accounts receivable, net (7,558) 2,172
Inventories (1,871) (3,847)
Other current assets (800) 70
Accounts payable 624 (319)
Accrued expenses 2,355 (2,352)
Deferred revenue (865) (43)
------- -------
Total adjustments (5,533) (603)
------- -------
Net cash provided by
operating activities 2,390 6,758
------ ------
Investing activities:
Purchases of property and equipment (2,398) (8,063)
Acquisitions of businesses,
net of cash acquired (4,519) (27,874)
Other (2,570) 123
------- -------
Net cash used in investing activities (9,487) (35,814)
Financing activities:
Net borrowings on revolving line of credit -- 483
Payments on long-term debt and capital
lease obligations (39) (41)
Repurchases of common stock -- (7,100)
Proceeds from employee stock plans 3,488 1,691
------- -------
Net cash provided by (used in) financing
activities 3,449 (4,967)
------ ------
Net decrease in cash and cash equivalents (3,648) (34,023)
Cash and cash equivalents, beginning
of period 31,812 34,940
------ ------
Cash and cash equivalents, end of period $28,164 $917
======= ======
Supplemental Disclosures:
Interest Paid $77 $91
Taxes Paid $2,696 $3,410
Conversion of promissory note into common stock $1,333 $2,667
====== ======
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
SEROLOGICALS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 27, 1999
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Serologicals Corporation (the "Company") is a leading worldwide provider
of biological materials and services to major healthcare companies. The
Company provides value-added antibody-based products that are used as the
active ingredients in therapeutic products for the treatment and management of
diseases such as Rh incompatibility in newborns, rabies and hepatitis and in
diagnostic products such as blood typing reagents and diagnostic test kits. On
December 29, 1998, the Company acquired substantially all of the domestic
assets of Pentex Blood Proteins ("Pentex"), a unit of Bayer Corporation, a
wholly owned subsidiary of Bayer AG. Located in Kankakee, Illinois, Pentex
supplies a broad line of purified animal and human blood proteins to the
diagnostic and biopharmaceutical industries (Note 2). As of August 9, 1999,
the Company operated 64 donor centers, 17 of which specialize in the
collection of specialty antibodies and 47 of which primarily collect source
plasma containing non-specialty antibodies from which a number of products,
primarily intravenous immune globulin (IVIG), are produced. The Company is
also engaged in the development, manufacturing and sale of monoclonal
antibodies at its facilities in the United Kingdom and owns a clinical trial
site dedicated to the management and performance of clinical trials for the
pharmaceutical and biotech industries.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of the Company and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The accompanying statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments, which are of a normal recurring nature, to present fairly the
Company's financial position, results of operations and cash flows at the
dates and for the periods presented. Interim results of operations are not
necessarily indicative of results to be expected for a 12-month period. The
interim financial statements should be read in conjunction with the audited
consolidated financial statements as of December 27, 1998 and the notes
thereto included in the Company's Annual Report on Form 10-K for the year
ended December 27, 1998.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
Earnings Per Share
Basic earnings per share are calculated by dividing net income by the
weighted average number of common shares outstanding during the period. The
calculation of the Company's diluted earnings per share is similar to basic
earnings per share, except that net income is adjusted by the after-tax
interest expense on convertible indebtedness and the weighted average number
of shares includes the dilutive effect of stock options, warrants, convertible
indebtedness and similar instruments.
All share and per share data included herein have been adjusted to
reflect a three-for-two stock split effected in August of 1998.
6
The following table sets forth the calculation of basic and diluted
earnings per share (in thousands, except per share amounts):
Six Months Ended Three Months Ended
June 28, June 27, June 28, June 27,
1998 1999 1998 1999
--------- --------- --------- ---------
Basic earnings per share:
Net income $ 7,923 $ 7,361 $ 4,094 $ 2,809
Weighted average shares of common
stock outstanding 23,744 24,436 23,901 24,289
-------- -------- -------- --------
Net income per share $ 0.33 $ 0.30 $ 0.17 $ 0.12
Diluted earnings per share:
Net income $ 7,923 $ 7,361 $ 4,094 $ 2,809
Plus: interest expense on
convertible indebtedness,
net of tax 71 54 36 19
-------- -------- -------- --------
Net income, as adjusted $ 7,994 $ 7,415 $ 4,130 $ 2,828
-------- -------- -------- --------
Weighted average shares of common
stock outstanding 23,744 24,436 23,901 24,289
Effect of dilutive securities:
Stock options and warrants 1,553 952 1,554 631
Convertible indebtedness 450 300 396 203
-------- -------- -------- --------
Weighted average shares of common
stock outstanding,
including dilutive instruments 25,747 25,688 25,851 25,123
======== ======== ======== ========
Net income per share $ 0.31 $ 0.29 $ 0.16 $ 0.11
======== ======== ======== ========
Comprehensive Income
The following table sets forth the calculation of the Company's
comprehensive income loss for the periods indicated below (in thousands):
Six Months Ended Three Months Ended
------------------ --------------------
June 28, June 27, June 28, June 27,
1998 1999 1998 1999
---------- ---------- --------- ---------
Net income, as reported $7,923 $7,361 $4,094 $2,809
Other comprehensive income (loss),
net of tax:
Foreign currency translation
Adjustments (69) (196) (107) (72)
Unrealized losses on securities
Unrealized holding (losses) gains
during period (268) (54) (108) (232)
Less: reclassification adjustment
for gains included in net income -- (72) -- --
------- ------- ------- --------
Other comprehensive income (loss),
net of tax (337) (322) (214) (304)
------- ------- ------- --------
Comprehensive income $7,586 $7,039 $3,880 $2,505
======= ======= ======= ========
7
2. ACQUISITION OF PENTEX
On December 29, 1998, the Company acquired Pentex for $27.5 million (the
"Pentex Acquisition") plus the assumption of certain liabilities, before
recording transaction costs and subject to adjustment based on the closing net
assets of Pentex as of the closing date. Pursuant to the same transaction,
the Company agreed to purchase certain foreign assets owned by affiliated
companies of Bayer AG located in Europe for $1.5 million, which has not yet
been consummated. Pentex is engaged in the research, manufacturing, marketing
and sale of quality purified blood protein products primarily to customers in
the diagnostics and biopharmaceuticals industries in the United States and
approximately 25 other countries worldwide. The Company funded the
acquisition with cash on hand.
The Pentex Acquisition was accounted for as a purchase in accordance with
APB No. 16, and accordingly, the purchase price has been preliminarily
allocated to the net tangible and identifiable intangible assets acquired
based on their estimated fair values as of the acquisition date. The excess
of the cost over the estimated fair values of the net tangible and
identifiable intangible assets acquired has been preliminarily allocated to
goodwill.
The following unaudited data summarize the pro forma results of
operations for the six months ended June 28, 1998 as if the Pentex Acquisition
had occurred on the first fiscal day of such period. Pro forma results of
operations for the six months ended June 27, 1999 are not presented herein as
the results of operations for the two days subsequent to the Company's 1998
fiscal year end and prior to the consummation of the Pentex Acquisition are
immaterial to the Company. The unaudited pro forma information has been
prepared for comparative purposes only and does not purport to represent what
the results of operations would actually have been had the transaction
actually occurred on the date indicated, or what the results of operations may
be in the future (in thousands, except per share data).
Net sales $ 66,813
Net income $ 8,737
Net income per common share:
Basic $ 0.37
=========
Diluted $ 0.34
=========
8
3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt and capital lease obligations at December 27, 1998 and
June 27, 1999 consisted of the following (in thousands):
December 27, June 27,
1998 1999
------------ ------------
Convertible subordinated note payable in the
original principal amount of $4 million,
interest payable quarterly at 4.5%; maturing
on March 7, 2002 $2,667 $ --
$35 million revolving credit facility, interest
payable monthly at prime of LIBOR, plus
applicable margin, principal payable on
October 17, 2000 -- 483
$2.55 million convertible subordinated note
payable, interest payable quarterly at 4.0%;
principal payable on September 23, 2000 2,550 2,550
Capital lease obligations at varying interest
rates and terms, maturing through 2001 67 26
------ ------
5,284 3,059
Less current maturities 4,406 1,725
------ ------
$ 878 $1,334
====== ======
During the second quarter of 1999 and pursuant to the terms of the
related note agreement, the holder of a convertible promissory note in the
original principal amount of $4.0 million opted to convert the outstanding
principal balance of the note of approximately $2.7 million into approximately
213,200 shares of the Company's common stock.
9
4. SEGMENT INFORMATION
Statement of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" ("SFAS No. 131"),
established standards for reporting information about operating segments in
annual financial statements and requires selected information in interim
financial reports. Selected financial information is reported below for the
three and six months ended June 28, 1998 and June 27, 1999 (in thousands):
Six Months Ended Three Months Ended
June 28, June 27, June 28, June 27,
1998 1999 1998 1999
------- ------- ------- -------
Net sales-unaffiliated
customers:
Therapeutic Products $49,083 $52,152 $24,670 $22,341
Diagnostic Products 10,282 19,654 5,265 10,197
Corporate/Other 305 454 301 192
------- ------- ------- -------
Total $59,670 $72,260 $30,236 $32,730
Gross profit:
Therapeutic Products $14,977 $11,817 $7,282 $4,596
Diagnostic Products 6,092 10,771 3,492 5,407
Corporate/Other 73 (240) 73 (179)
------- ------- ------- -------
Total $21,142 $22,348 $10,847 $9,824
======= ======= ======= =======
Segment operating income:
Therapeutic Products $13,952 $9,283 $6,712 $3,414
Diagnostic Products 4,449 7,423 2,690 3,688
Corporate/Other (5,027) (3,556) (2,482) (1,809)
------- ------- ------- -------
Total 13,374 13,150 6,920 5,293
------- ------- ------- -------
Reconciling items:
Other expense, net 1,460 1,817 774 921
Interest expense
(income), net (372) (9) (99) 41
------- ------- ------- -------
Income before income taxes $12,286 $11,342 $6,245 $4,331
======= ======= ======= =======
Segment operating income is defined as earnings before income taxes,
interest, amortization, foreign currency gains and losses and other non-
operating income and expenses. "Corporate and Other" includes general
corporate expenses, corporate interest income, interest expense other than
that directly attributable to an operating segment and other operations that
do not otherwise meet the SFAS No. 131 criteria for disclosure. The Company
had no intersegment sales during 1998 or 1999.
On December 29, 1998, the Company purchased Pentex for $27.5 million in
cash at closing. The cash used was considered a corporate asset, while the
assets purchased are considered assets of the Diagnostic Products segment.
There were no other material changes in identifiable assets disclosed in the
Company's Annual Report on Form 10-K for the year ended December 27, 1998.
10
5. COMMON STOCK REPURCHASES
During April 1999, the Company's Board of Directors authorized the
repurchase of up to $20 million of the Company's common stock, subject to
market conditions, prevailing stock prices and the Company's capital
resources. The Company expects to fund any repurchases with existing cash
balances, cash flow from operations and availability under its revolving
credit facility. As of August 9, 1999, the Company had repurchased a total of
approximately 2.0 million shares of its common stock for aggregate
consideration of approximately $14.1 million.
11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements
This Quarterly Report on Form 10-Q contains certain "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which generally can be identified by the use of terms such as "may,"
"expect," "anticipate," "intend," "estimate," "believe," "continue" or similar
variations or the negative thereof. These forward looking statements include,
without limitation, statements regarding increasing regulatory scrutiny; the
impact on the Company of reduced anti-D sales and the Company's efforts to
replace them; the impact on the Company of current industry supply and demand
factors and the supply of and demand for the Company's individual products;
the margin pressure on the Company's non-specialty antibody product line; the
impact of certain operational adjustments regarding anti-D antibody
collections; the level of capital expenditures during 1999; the timing of the
completion of the Pentex expansion and the impact thereof; the impact of
various factors on the Company's third and fourth quarter results; and the
sufficiency of capital and liquidity to fund operations, capital expenditures,
stock repurchases and acquisitions and the possible need for supplemental
funding. These forward looking statements are subject to certain risks and
uncertainties, including the Company's ability to continue to attract and
retain qualified donors; the impact of competition; the available supply of
anti-D in the market; the timely completion of the Company's capacity
expansion; changes in government and industry mandated regulations or customer
specifications; changes in financial, banking and capital markets, changes in
the markets for Company's products and services, and other factors discussed
in Part I of the Company's Annual Report on Form 10-K for the year ended
December 27, 1998, which could cause actual results to differ materially.
Overview and Recent Developments
The Company is a leading worldwide provider of biological materials and
services to major healthcare companies. The Company provides value-added
antibody-based products that are used as the active ingredients in therapeutic
products for the treatment and management of diseases such as Rh
incompatibility in newborns, rabies and hepatitis and in diagnostic products
such as blood typing reagents and diagnostic test kits. Through its protein
fractionation facility, the Company also provides a variety of proteins used
in diagnostic reagents and tissue culture media components for use as
additives in biotech products. As of August 9, 1999, the Company operated 64
donor centers, 17 of which specialize in the collection of specialty
antibodies and 47 of which primarily collect source plasma containing non-
specialty antibodies from which a number of products, primarily IVIG, are
produced. The Company is also engaged in the development, manufacturing and
sale of monoclonal antibodies at its facilities in the United Kingdom and owns
a clinical trial site dedicated to the management and performance of clinical
trials for the pharmaceutical and biotech industries.
On December 29, 1998, the Company acquired Pentex for $27.5 million in
cash at closing. Pursuant to the same transaction, the Company entered into
an agreement to purchase certain foreign assets of Pentex for $1.5 million;
that transaction has not yet been consummated. Pentex provides a full range of
over 100 distinct animal protein products derived from different animal
species. A number of these products, such as bovine serum albumin (BSA), are
primarily supplied to healthcare companies for use in diagnostic reagents. The
Company also provides a line of highly purified animal proteins known as tissue
culture media components that are used primarily by biopharmaceutical companies
as nutrient additives in cell culture media. One example of these media
components is Bovine EX-CYTE(r), Growth Enhancement Media Supplement, which is
produced through a patented manufacturing process. The Company accounted for
the acquisition as a purchase in accordance with Accounting Principles Board
Opinion Number 16.
For management purposes, the operations of the Company's subsidiaries
are organized into two primary operating segments, Therapeutic Products and
Diagnostic Products. These segments are based primarily on the differing
nature of the ultimate end use of the Company's products, the differing
production and other value-added processes performed by the Company with
respect to the products and, to a lesser extent, the differing customer bases
to which each reportable segment sells its products.
12
The activities of the Therapeutic Products segment primarily include the
collection and sale of human antibodies that are used as the active
ingredients in therapeutic products for the treatment and management of
diseases such as Rh incompatibility in newborns, hepatitis and rabies. The
activities of the Diagnostic Products segment include the Company's monoclonal
antibody production facilities and certain human-sourced, polyclonal
antibodies. While an increasing number of Pentex-branded products are being
used in therapeutic end products, the management of this business is performed
within the Company's diagnostic business unit and, accordingly, is included in
the Diagnostic Products reportable business segment. The antibodies and other
proteins provided by the Diagnostic Products segment are used in diagnostic
products such as blood typing reagents and diagnostic test kits and as
nutrient additives in biotech products.
Increasing regulatory scrutiny continues to be a significant factor
shaping the biologics industry, resulting in more detailed and frequent Food
and Drug Administration (FDA) inspections of the Company's and its customers'
operations, a potentially greater number of observations, deficiency notices
and warning letters per inspection, and more product recalls and temporary or
permanent closures of facilities. One factor contributing to this trend is
the FDA's implementation of an approach to inspections of donor centers and
laboratory testing and manufacturing facilities, including the Company's
customers', entitled "Team Biologics". Under this approach, substantially all
such inspections are performed by highly trained field investigators who focus
extensively on the FDA's current good manufacturing practices (cGMP) and
quality systems. This approach was first applied to plasma fractionators and
subsequently to other biologic product areas, including certain of the
Company's operations. Several large fractionators, including certain of the
Company's customers, have been affected in varying degrees, from complete
shutdowns of manufacturing facilities to operating under a consent decree to
bring their facilities into compliance. Furthermore, the Company believes
certain manufacturers have experienced a longer than anticipated FDA approval
process of new, relocated or expanded manufacturing and laboratory testing
facilities.
On occasion, the Company has received notifications and warning letters
from the FDA related to possible deficiencies in the Company's compliance with
FDA requirements. To date, the Company believes that it has adequately
addressed or corrected such deficiencies and that it is in substantial
compliance with all relevant laws and regulations. However, since all of the
Company's operations have not yet been fully subjected to Team Biologics
inspections, it is unable to determine what impact, if any, such inspections
will have on the Company and its operations when they occur.
During April 1999, the Company was notified by two of its international
customers that their fractionation facilities used in the manufacture of anti-
D immune globulin would be closed for extended periods of time for various
quality control enhancements, due in part to changing regulatory requirements,
and in one case, the validation of manufacturing procedures relating to the
customer's product. Although the Company is attempting to market this planned
volume of anti-D antibody collections to other pharmaceutical companies,
including its current customers, and is seeking to mitigate the impact by
capitalizing on its leadership position in product quality, it does not expect
to generate a sufficient level of incremental shipments to offset the reduced
demand from these customers in the near term. Furthermore, as a result of
these reduced orders, coupled with an apparent increase in availability of
this raw material by other suppliers, the Company expects shipments of anti-D
antibodies for 1999 to be approximately 25-30% lower than the previous year.
The Company does not expect a recovery in shipments throughout the remainder
of 1999 or into the first six months of 2000.
Another trend the industry is currently experiencing is the continuing
imposition of more rigorous donor screening standards by the FDA and certain
regulatory bodies in foreign countries, in particular those governing the
manufacture and sale of plasma-based products in Germany. Furthermore, the
Company's customers and certain industry trade organizations continue to
impose stricter standards. Such standards, including donor age restrictions,
the elimination of one-time and certain other infrequent donors and the
introduction of new testing techniques have reduced the pool of, and increased
the competition for, potential donors. Furthermore, the Company believes that,
owing in part to the general strength of the national economy, the financial
incentives provided to donors of non-specialty antibodies are potentially
becoming relatively less attractive, further decreasing the pool of potential
donors.
13
While the Company continues to be adversely impacted by these and other
factors, including lower than anticipated collections of non-specialty
antibodies, increased collection costs thereof and delayed or reduced
shipments of certain products, it believes that the current supply and demand
factors affecting the industry may serve to enhance the pricing of non-
specialty antibodies in the future. Futhermore, due in part to the strength of
the end-use demand, the Company remains confident about the longer-term
potential for specialty antibodies, including anti-D.
In contrast to these constraints impacting the supply of antibodies,
in particular non-specialty antibodies, current demand for certain of the
antibodies the Company offers has increased for a variety of reasons,
including increased demand for the end products into which they are
manufactured, expanded use of the various end products and increased
manufacturing capacity of certain fractionators as they are able to bring
their facilities into compliance. These factors have led to recent, and in
some cases critical, shortages of certain plasma-based products, most notably
IVIG.
In order to meet increased demand for, and to improve the profitability
of, its non-specialty antibodies, the Company is currently pursuing various
alternatives to increase production at its non-specialty donor centers
and continues to pursue various options with its customers, such as price
increases and alternatives to the historical customer/supplier structure.
Furthermore, the Company continues with its advisors to perform a strategic
review of this business line. However, there can be no assurance that such
efforts will be successful, or that any further impact related to any of the
factors discussed above will not have a material adverse effect on the Company
or its operations.
Results of Operations
The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
Condensed Consolidated Financial Statements and Notes thereto.
The following table sets forth certain operating data of the Company as a
percentage of net sales for the periods indicated below.
Six months ended Three months ended
---------------- ------------------
June 28, June 27, June 28, June 27,
1998 1999 1998 1999
------ ------ ------ ------
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 35.4% 30.9% 35.9% 30.0%
Selling, general and
administrative expenses 13.0% 12.7% 13.0% 13.9%
Net income 13.3% 10.2% 13.5% 8.6%
Three Months Ended June 28, 1998 and June 27, 1999
NET SALES
Consolidated
Consolidated net sales increased approximately $2.5 million, or 8.2%,
from $30.2 million in 1998 to $32.7 million in 1999. Of the increase,
approximately $5.5 million related to the Pentex Acquisition, which was offset
by decreased sales, primarily of anti-D antibodies resulting from reduced
orders from two customers, from existing operations. The increase was also
partially attributable to an increase in sales of non-specialty antibodies,
due in large part to an increase in the percentage of the product sold on a
"gross" pricing basis, for which the increased selling price is reflective of
the Company's handling of laboratory testing services and certain collection
related supplies that were previously provided or otherwise borne by the
customer on a net basis.
14
Therapeutic Products
Net sales of Therapeutic Products decreased approximately $2.3 million,
or 9.4%, from $24.7 million in 1998 to $22.3 million in 1999. The decrease
was primarily a result of the decreased sales of anti-D antibodies, offset in
part by an increase in sales from non-specialty antibodies, a larger
percentage of which were sold on a gross pricing basis. Total net sales of
specialty antibodies decreased approximately $4.0 million, or 35.2%, from
$11.4 million in 1998 to $7.4 million in the current year, while total net
sales of non-specialty antibodies increased approximately $1.7 million, or
12.7 %, from $13.3 million in 1998 to $15.0 million in 1999.
Diagnostic Products
Net sales of Diagnostic Products increased approximately $4.9 million, or
93.7%, from $5.3 million in 1998 to $10.2 million in 1999. The increase was
primarily attributable to the Pentex Acquisition completed at the beginning of
the current fiscal year, offset by marginal decreases in certain other
diagnostic products. Sales of Pentex products, including bovine serum
albumin (BSA) and the EX-CYTE(r) product line, were approximately $5.5 million
during 1999, the first period of ownership by the Company. Total net sales of
monoclonal antibodies decreased approximately $101,000, or 3.2%, from $3.1
million in 1998 to $3.0 million in the second quarter of 1999. The remaining
net sales, primarily human-sourced antibodies used in blood typing reagents
and diagnostic test kits, decreased approximately $486,000, or 22.8%, from
$2.1 million in 1998 to $1.6 million in 1999.
GROSS PROFIT
Consolidated
Consolidated gross profit decreased approximately $1.0 million, or 9.4%,
from $10.8 million in the second quarter of 1998 to $9.8 million during 1999.
This decrease was primarily the result of decreased sales of relatively higher
margin anti-D antibodies and certain diagnostic antibodies, offset by the
Pentex Acquisition. Gross profit as a percentage of net sales ("gross margin")
decreased from 35.9% in 1998 to 30.0% in the current year, primarily as a
result of a decrease in sales of specialty therapeutic antibodies as a
percentage of consolidated sales, from 38% in 1998 to 23% in the current year.
Gross profit and gross margin were also negatively impacted by increased per
liter production costs of non-specialty antibodies resulting cost increases
and from lower than anticipated collection volume.
Therapeutic Products
Gross profit from Therapeutic Products decreased approximately $2.7
million, or 36.9%, from $7.3 million in 1998 to $4.6 million in the second
quarter of 1999, primarily as a result of the decreased sales of anti-D
antibodies and the increased per liter production costs of non-specialty
antibodies. Gross margins on Therapeutic Products decreased from 29.5% to
20.6%, due in large part to a decrease in sales of higher margin specialty
antibodies as a percentage of total therapeutic sales, from 46% in 1998 to 33%
in the current year. Gross profit and gross margin were also negatively
impacted by increased per liter production costs of non-specialty antibodies
resulting from cost increases and lower than anticipated collection volume.
Diagnostic Products
Gross profit from Diagnostic Products increased approximately $1.9
million, or 54.8%, from $3.5 million in 1998 to $5.4 million in 1999,
15
primarily attributable to the Pentex Acquisition, offset in part by lower
gross profit from certain other diagnostic products, primarily attributable to
product mix. Gross margins on Diagnostic Products decreased from 66.3% in
1998 to 53.0% during 1999, primarily as a result of product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately
$609,000, or 15.5%, from $3.9 million in the second quarter of 1998 to $4.5
million in 1999. The increase was primarily attributable to ongoing selling,
general and administrative expenses incurred as a result of the Pentex
Acquisition and marginal increases in general corporate overhead, offset by
decreased product and service development expenses.
OTHER EXPENSE, NET
Other expense, net, increased approximately $147,000, or 19.0%, from
$774,000 in 1998 to $921,000 in 1999. The increase was primarily due to the
amortization of goodwill and other intangible assets acquired in the Pentex
Acquisition.
INTEREST EXPENSE (INCOME), NET
Interest expense (income), net increased approximately $140,000, or
141.4%, from net interest income of $99,000 in 1998 to net interest expense of
$41,000 in 1999. The increase was due primarily to the use of $27.5 million
in cash for the Pentex Acquisition on December 29, 1998 and approximately $7.1
million for common stock repurchases and the resulting loss of interest
income.
Six Months Ended June 28, 1998 and June 27, 1999
NET SALES
Consolidated
Consolidated net sales increased approximately $12.6 million, or 21.1%,
from $59.7 million in 1998 to $72.3 million in 1999. Of the increase,
approximately $10.4 million related to the Pentex Acquisition completed at the
beginning of the fiscal year. The remainder of the increase was primarily
attributable to increased sales of non-specialty antibodies, offset by
decreased sales of anti-D antibodies. The increase in sales of non-specialty
antibodies was due in large part to an increase in the percentage of the
product sold on a "gross" pricing basis, for which the increased selling price
is reflective of the Company's provision of laboratory testing services and
certain donor supplies that were previously borne by the customer on a net
basis.
Therapeutic Products
Net sales of Therapeutic Products increased approximately $3.1 million,
or 6.3%, from $49.1 million in 1998 to $52.2 million in 1999. A significant
portion of this increase was due to increased sales from non-specialty
antibodies, a larger percentage of which were sold on a gross pricing basis,
offset by decreased sales of anti-D antibodies. Total net sales of specialty
antibodies decreased approximately $3.0 million or 12.9%, from $23.5 million
in 1998 to $20.4 million in the current year, while total net sales of non-
specialty antibodies increased approximately $6.1 million, or 23.8 %, from
$25.6 million in 1998 to $31.7 million in 1999.
Diagnostic Products
Net sales of Diagnostic Products increased approximately $9.4 million, or
91.1%, from $10.3 million in 1998 to $19.7 million in 1999. Of the increase,
$10.4 million was attributable to the Pentex Acquisition completed at the
beginning of the current fiscal quarter, offset by marginally lower sales of
certain other diagnostic products. Total net sales of monoclonal antibodies
16
decreased approximately $303,000 or 5.1%, from $6.0 million in 1998 to $5.7
million in the first six months of 1999. The remaining net sales, primarily
human-sourced antibodies used in blood typing reagents and diagnostic test
kits, decreased approximately $710,000, or 16.4%, from $4.3 million in 1998 to
$3.6 million in 1999.
GROSS PROFIT
Consolidated
Consolidated gross profit increased approximately $1.2 million, or 5.7%,
from $21.1 million in 1998 to $22.3 million during 1999. This increase was
primarily the result of the Pentex Acquisition, offset by lower gross profit
from existing operations, due primarily to reduced sales of relatively higher
margin anti-D antibodies. Gross margin decreased from 35.4% in 1998 to 30.9%
in the current year, primarily as a result of a decrease in sales of specialty
therapeutic antibodies as a percentage of consolidated sales, from 39% in 1998
to 28% in the current year. Gross margins were also adversely impacted by the
increase in the percentage of non-specialty antibodies sold on a gross basis,
as there was relatively insignificant gross profit attributed to this
additional revenue.
Therapeutic Products
Gross profit from Therapeutic Products decreased approximately $3.2
million, or 21.1%, from $15.0 million in 1998 to $11.8 million in 1999,
primarily as a result of reduced sales of anti-D antibodies. Gross margins on
Therapeutic Products decreased from 30.5% to 22.7%, primarily as a result of a
decrease in sales of specialty therapeutic antibodies as a percentage of
consolidated sales, from 48% in 1998 to 39% in the current year.
Diagnostic Products
Gross profit from Diagnostic Products increased approximately $4.7
million, or 76.8%, from $6.1 million in 1998 to $10.8 million in 1999,
primarily attributable to the Pentex Acquisition, offset in part by lower
gross profit from certain other diagnostic products. Gross margins on
Diagnostic Products decreased from 59.2% in 1998 to 54.8% during 1999,
primarily a result of product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately $1.4
million, or 18.4%, from $7.8 million in 1998 to $9.2 million in 1999. The
increase was primarily attributable to ongoing selling, general and
administrative expenses incurred as a result of the Pentex Acquisition and
marginal increases in general corporate overhead, offset by decreased product
and service development expenses.
OTHER EXPENSE, NET
Other expense, net, increased approximately $357,000, or 24.5%, from $1.5
million in 1998 to $1.8 million in 1999. The increase was primarily due to
the amortization of goodwill and other intangible assets acquired in the
Pentex Acquisition.
INTEREST INCOME, NET
Interest income, net decreased approximately $363,000, or 97.6%, from
$372,000 in 1998 to $9,000 in 1999. The decrease was due primarily to the use
of $27.5 million in cash for the Pentex Acquisition on December 29, 1998 and
approximately $7.1 million for common stock repurchases and the resulting loss
of interest income.
17
Liquidity and Capital Resources
The following table sets forth certain indicators of financial condition
and liquidity of the Company as of December 27, 1998 and June 27, 1999:
December 27, June 27,
1998 1999
------ ------
Cash and cash equivalents $34,940 $917
Working capital 56,164 29,269
Total long-term debt and capital lease
Obligations 5,284 3,059
Stockholders' equity 129,009 133,307
Total debt to equity ratio 4.1% 2.3%
Cash and cash equivalents and working capital decreased approximately
$34.0 million and $26.2 million, respectively, from December 27, 1998,
primarily due to the use of $27.5 million of cash on hand for the Pentex
Acquisition, the repurchase of shares of the Company's common stock and
capital expenditures.
The Company has three principal sources of near-term liquidity: (i)
existing cash and cash equivalents; (ii) cash generated by operations, and
(iii) available borrowing capacity under the Revolver (as defined below).
Management believes the Company's liquidity and capital resources are
sufficient to meet its working capital, capital expenditure, stock repurchase
and other anticipated cash requirements over the next twelve months and may be
available for use in acquisitions. However, the Company anticipates that
future acquisition and growth opportunities may require supplementary funding,
including the issuance of equity or debt securities.
During April 1999, the Company's Board of Directors authorized the
repurchase of up to $20 million of the Company's common stock, subject to
market conditions, prevailing stock prices and the Company's capital
resources. The Company expects to fund any repurchases with existing cash
balances, cash flow from operations and availability under the Revolver. As
of August 9, 1999, the Company had repurchased a total of approximately 2.0
million shares of its common stock for aggregate consideration of
approximately $14.1 million.
Net cash provided by operating activities in 1999 was $6.8 million
versus $2.4 million in the prior year, or an increase of $4.4 million. This
Increase was attributable to a $3.8 million smaller investment in working
capital versus the prior year and $1.0 million of additional non-cash
depreciation and amortization expense, offset by $562,000 lower net income.
The decreased investment in working capital was primarily due to a decrease in
accounts receivable during the current year resulting in a $2.2 million source
of cash versus an increase in accounts receivable during the prior year
resulting in a $7.6 million use of cash, or a change of $9.7 million. Accounts
receivable decreased during the current year primarily as a result of improved
cash collections. The increase in accounts receivables during 1998 was
primarily a result of the timing of shipments, a large portion of which
occurred in the last month of the quarter, and the timing of the receipt of
payments from certain large customers. Cash provided by operations in 1999
was offset by a $3.8 million increase in inventory and a $2.4 million decrease
in accrued liabilities.
Net cash used in investing activities during 1999 was $35.8 million as
compared to $9.5 million in 1998. Investing activities in 1999 consisted
primarily of the Pentex Acquisition, related transaction costs and capital
expenditures relating primarily to the expansion of the Pentex manufacturing
facility and the development of a donor center operating system ("DCOS").
Investing activities in 1998 primarily consisted of the acquisition of four
non-specialty donor centers and a clinical trial site and capital
expenditures.
The Company anticipates total capital expenditures during the 1999
fiscal year of approximately $18 million to $20 million, approximately $12
18
million of which relates to the expansion of the Pentex manufacturing
facility. The remainder of the expenditures relates primarily to the
development of the Company's donor center automation and operating system and
to the renovation or relocation of a number of donor centers.
Net cash used in financing activities was approximately $5.0 million in
1999 as compared to a net provision of cash of $3.4 million in 1998. Financing
activities in 1999 primarily consisted of approximately $7.1 million of common
stock repurchases, offset by proceeds from the exercise of stock options.
Financing activities in 1998 consisted primarily of proceeds from the exercise
of stock options.
Total long-term debt and capital lease obligations decreased
approximately $2.2 million from the previous year end, from $5.3 million at
December 28, 1998 to $3.1 million at June 27, 1999. During the second quarter
of 1999 and pursuant to the terms of the related note agreement, the holder of
a convertible promissory note in the original principal amount of $4.0 million
opted to convert the outstanding principal balance of the note of
approximately $2.7 million into approximately 213,200 shares of the Company's
common stock.
The Company has a revolving credit facility with a bank (the "Revolver"),
which provides for total borrowing capacity of $35 million, $30 million of
which may be used for acquisitions. There was $0 and $483,000 outstanding at
December 28, 1998 and June 27, 1999, respectively. The Company is finalizing
an amendment to the Revolver, which, if completed, would increase the
borrowing capacity under the Revolver to $75 million.
Outlook
Therapeutic Products
Demand for non-specialty antibodies remains strong and generally exceeds
the Company's ability to supply targeted amounts to its customers. However,
the Company expects continued margin pressure on this product line unless and
until it is able to increase its collections of this product and its selling
prices to its customers. Furthermore, there can be no assurance that the
Company will be successful in these efforts, or that it will be able to regain
historical levels of profitability for this product line.
Due in large part to the announcement of reduced demand from two of its
large customers, the Company expects 1999 sales of anti-D antibodies to be 25-
30% lower than the previous year. The Company continues to market its anti-D
antibodies to other customers and is seeking to mitigate the impact of these
reduced orders by capitalizing on its leadership position in product quality.
However, the Company does not expect a recovery in shipments throughout the
remainder of 1999 or into the first six months of 2000. Furthermore,
additional operational adjustments may be required, including reducing the
level of anti-D specialty antibody collections, which could adversely affect
the per unit production costs of anti-D and other specialty therapeutic
products.
Primarily as a result of these factors discussed above, the Company
expects that earnings for its third and fourth fiscal quarters will be lower
than the comparable periods of 1998.
Diagnostic Products
The Company anticipates moderate increases in sales of monoclonal and
polyclonal antibodies used in blood typing reagents and antibodies used in
diagnostic test kits. The Company expects demand for its Pentex line of blood
protein products to continue to increase, in particular the EX-CYTE(r) line of
tissue culture media. The Company's ability to meet this expected demand is
largely dependent on the successful and timely completion of the expansion of
its manufacturing facilities in Kankakee, Illinois, which is scheduled for the
fourth quarter of 1999.
The Company is developing a line of monoclonal antibodies to be used in
diagnostic test kits, which were historically derived from human donors.
While sales to date have not been significant, the Company believes that this
product line could provide additional opportunities for growth in Diagnostic
Products.
19
Year 2000 Update
As outlined in the Company's Annual Report on Form 10-K for the year
ended December 27, 1998, the Company has developed plans to address the
possible exposures related to the impact on its business of the Year 2000
issue. These plans, which include an assessment of the Company's information
systems, an assessment of the Year 2000 readiness of its significant
customers, suppliers and other third parties, and contingency planning, have
not changed materially in terms of scope or estimated costs to complete, and
are progressing according to previously disclosed time schedules.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes regarding the Company's market risk
position from the information provided in its Annual Report on Form 10-K for
the fiscal year ended December 27, 1998. The quantitative and qualitative
disclosures about market risk are discussed under the caption "Market Risk" in
Item 7-Management's Discussion and Analysis of Financial Condition and Results
of Operations, contained in the Company's Form 10-K.
20
PART II.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its 1999 Annual Meeting of Stockholders on May 18, 1999.
At the Annual Meeting, Matthew C. Weisman and Lawrence E. Tilton. were re-
elected directors. The number of shares of common stock voted in the election
of Mr. Weisman was 20,532,671 FOR and 67,214 withheld. The number of shares of
common stock voted in the election of Mr. Tilton was 20,532,971 FOR and 66,914
withheld. In addition, the following other directors continued as such after
the meeting: Samuel A. Penninger, Jr., Harold J. Tenoso, Ph.D., George M.
Shaw, M.D., Ph.D., James L. Currie, Wade Fetzer, III and Desmond H.
O'Connell, Jr.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
Exhibit 27: Financial Data Schedule
b. Reports on Form 8-K:
1.) On April 16, 1999, the Company filed a Current Report on Form
8-K, in which it reported under Item 5-Other Events, that it
did not expect to reach targeted shipments for one of its
specialty therapeutic antibodies used to manufacture anti-D
immune globulin.
2.) On April 23, 1999, the Company filed a Current Report on Form
8-K, in which it reported under Item 5-Other Events, that the
Board of Directors of the Company had authorized the repurchase
of up to $20 million of the Company's common stock.
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.
SEROLOGICALS CORPORATION
(Registrant)
Date: August 11, 1999 By: /s/ Russell H. Plumb
--------------------------
Russell H. Plumb
Vice President/Chief Financial
Officer (Principal Financial and
Accounting Officer)
21
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