<PAGE> 1
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 25, 2000
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 2, 2000
----- -----------------------------
Common Stock, $.01 par value per share 22,665,032
<PAGE> 2
INDEX
SEROLOGICALS CORPORATION AND SUBSIDIARIES
<TABLE>
<S> <C>
PART I.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
June 25, 2000 and December 26, 1999.................................. 3
Condensed Consolidated Statements of Income -
For the three and six months ended June 25, 2000 and June 27, 1999... 4
Condensed Consolidated Statements of Cash Flows -
For the six months ended June 25, 2000 and June 27, 1999............. 5
Notes to Condensed Consolidated Financial Statements...................... 6-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 12-18
Item 3. Quantitative and Qualitative Disclosure about Market Risk........ .. 19
PART II.
Item 1. Legal Proceedings. ................................................. 19
Item 4. Submission of Matters to a Vote of Security Holders. ............... 19
Item 6. Exhibits and Reports on Form 8-K.................................... 20
SIGNATURES................................................................... 21
</TABLE>
2
<PAGE> 3
PART I.
ITEM 1. FINANCIAL STATEMENTS
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 25, DECEMBER 26,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................................... $ 2,136 $ 3,294
Trade accounts receivable, net .......................................... 25,640 29,559
Inventories ............................................................. 31,245 33,361
Other current assets .................................................... 5,807 7,328
---------- ----------
Total current assets .................................................... 64,828 73,542
---------- ----------
PROPERTY AND EQUIPMENT, net ............................................... 32,707 32,437
---------- ----------
OTHER ASSETS:
Goodwill, net ........................................................... 38,283 39,987
Other, net .............................................................. 10,732 10,932
---------- ----------
Total other assets ...................................................... 49,015 50,919
---------- ----------
$ 146,550 $ 156,898
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and capital lease obligations ...... $ 2,553 $ 2,567
Accounts payable ........................................................ 4,705 5,508
Accrued liabilities ..................................................... 9,991 13,910
Deferred revenue ........................................................ -- 1,385
---------- ----------
Total current liabilities ............................................... 17,249 23,370
---------- ----------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current
maturities .............................................................. 20,591 30,000
---------- ----------
OTHER LIABILITIES ......................................................... 304 304
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock ............................................................ 259 249
Additional paid-in capital ............................................. 95,880 91,383
Retained earnings ....................................................... 32,631 28,253
Accumulated other comprehensive income .................................. (364) 362
Less: treasury stock, at cost .......................................... (20,000) (17,023)
---------- ----------
Total stockholders' equity .............................................. 108,406 103,224
---------- ----------
$ 146,550 $ 156,898
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------- --------------------------------
JUNE 25, JUNE 27, JUNE 25, JUNE 27,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales ................................ $ 41,896 $ 32,108 $ 78,232 $ 71,640
Costs and expenses:
Cost of sales .......................... 29,987 22,918 56,320 50,539
Selling, general and administrative
expenses ............................. 5,954 4,538 10,879 9,322
Interest expense (income), net ......... 463 41 886 (10)
Other expense, net ..................... 751 921 1,546 1,818
Special charges ........................ 1,610 -- 1,761 --
------------ ------------ ------------ ------------
Income before income taxes ............... 3,131 3,690 6,840 9,971
Provision for income taxes ............... 1,127 1,297 2,462 3,501
------------ ------------ ------------ ------------
Net income ............................... $ 2,004 $ 2,393 $ 4,378 $ 6,470
============ ============ ============ ============
Net income per common share:
Basic .................................. $ 0.09 $ 0.10 $ 0.19 $ 0.26
============ ============ ============ ============
Diluted ................................ $ 0.09 $ 0.10 $ 0.19 $ 0.25
============ ============ ============ ============
Weighted average common and common
equivalent shares outstanding:
Basic ................................. 23,119,166 24,289,328 22,956,246 24,435,541
Diluted ............................... 23,386,761 25,123,121 23,428,237 25,687,920
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------------
JUNE 25, JUNE 27,
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income .............................................................. $ 4,378 $ 6,470
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ......................................... 3,962 3,720
Deferred income tax benefit ........................................... (3) (4)
Special charges ....................................................... 1,761 --
Changes in operating assets and liabilities, net of acquisitions of
businesses:
Trade accounts receivable, net ........................................ 3,919 3,384
Inventories ........................................................... 2,116 (3,395)
Other current assets .................................................. 3,866 368
Accounts payable ...................................................... (803) (319)
Accrued expenses ...................................................... (5,449) (2,833)
Deferred revenue ...................................................... (1,385) (633)
Other, net ............................................................ (848) --
---------- ----------
Total adjustments ................................................... 7,136 288
---------- ----------
Net cash provided by operating activities ......................... 11,514 6,758
---------- ----------
INVESTING ACTIVITIES:
Purchases of property and equipment ..................................... (2,437) (8,063)
Acquisitions of businesses, net of cash acquired ........................ -- (27,874)
Other ................................................................... -- 123
---------- ----------
Net cash used in investing activities ............................. (2,437) (35,814)
---------- ----------
FINANCING ACTIVITIES:
Net repayments on revolving line of credit .............................. (9,409) 483
Payments on long-term debt and capital lease obligations ................ (14) (41)
Repurchases of common stock ............................................. (2,977) (7,100)
Proceeds from employee stock plans ...................................... 2,165 1,691
---------- ----------
Net cash used in financing activities ............................. (10,235) (4,967)
---------- ----------
Net decrease in cash and cash equivalents ................................. (1,158) (34,023)
Cash and cash equivalents, beginning of period ............................ 3,294 34,940
---------- ----------
Cash and cash equivalents, end of period .................................. $ 2,136 $ 917
========== ==========
SUPPLEMENTAL DISCLOSURES:
Interest Paid ............................................................. $ 1,111 $ 91
Taxes Paid ................................................................ $ 605 $ 3,410
Conversion of promissory note into common stock ........................... $ -- $ 2,667
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
SEROLOGICALS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 25, 2000
(UNAUDITED)
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 forward looking
terminology such as "may," "will," "expect," "anticipate," "intend," "estimate,"
"plan," "believe," or "continue" or the negative thereof or other variations
thereon or similar terminology. These forward looking statements include,
without limitation, statements regarding the ability of Serologicals to complete
the sale of its Seramed subsidiary during the third quarter of 2000; the impact
on the Company of current industry supply and demand factors and the supply of,
demand for and expected sales of individual products; the impact of certain
operational adjustments regarding anti-D antibody collections; the level of
capital expenditures during 2000; the timing of the completion of the expansion
of the Kankakee facility; the sufficiency of capital and liquidity to fund
operations, capital expenditures, stock repurchases and acquisitions. These
forward looking statements are subject to certain risks and uncertainties, such
as changes in the economy or market conditions, changes in financial, banking
and capital markets, changes in customers' needs or abilities to manufacture
products, changes in government policy or regulations, the ability to attract
and retain qualified donors and other factors discussed in Part I of the
Company's Annual Report on Form 10-K for the year ended December 26, 1999, which
could cause actual results to differ materially.
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Serologicals Corporation (collectively with its subsidiaries,
"Serologicals", "We", "Our" or the "Company") is a leading worldwide provider of
specialty human antibodies and other blood-related products and services to
major healthcare companies. Our services, including donor recruitment, donor
management and clinical testing services, enable us to provide value-added
specialty antibodies that are used as the active ingredients in therapeutic
products for the treatment and management of such medical indications as Rh
incompatibility in newborns, rabies and hepatitis. We also provide a variety of
proteins used in diagnostic reagents and tissue culture media components for use
as additives in biotech products. Additionally, we collect source plasma
containing non-specialty antibodies from which a number of products, primarily
intravenous immune globulin (IVIG), a product containing a broad spectrum of
antibodies used in the treatment of a wide variety of medical indications, are
derived.
As of August 7, 2000, we conducted our operations through a national
network of 64 donor centers and through laboratories located in the United
States and the United Kingdom. We operate two monoclonal antibody manufacturing
facilities in Scotland that are engaged in the development, manufacture and sale
of monoclonal antibodies, and a blood protein fractionation facility located in
Kankakee, Illinois that supplies a broad line of purified animal and human blood
proteins to the diagnostic and biopharmaceutical industries.
On May 31, 2000, Serologicals entered into a definitive agreement to
sell its 47 non-specialty donor centers to Aventis Bio-Services, Inc. for
approximately $20 million. The Company will retain working capital of
approximately $15 million. The transaction is expected to close in the third
quarter of 2000.
6
<PAGE> 7
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of Serologicals 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
Serologicals' 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 the full year. The interim
financial statements should be read in conjunction with the audited consolidated
financial statements as of December 26, 1999 and the notes thereto included in
our Annual Report on Form 10-K for the year ended December 26, 1999.
Certain prior year amounts have been reclassified to conform to the
current year presentation. Certain prior year amounts have been restated as
described in Note 15 to the Consolidated Financial Statements in the Company's
1999 Annual Report on Form 10-K.
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.
The following table sets forth the calculation of basic and diluted
earnings per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ ------------------------
JUNE 25, JUNE 27, JUNE 25, JUNE 27,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic earnings per share:
Net income $ 2,004 $ 2,393 $ 4,378 $ 6,470
Weighted average shares of common stock outstanding 23,119 24,289 22,956 24,436
-------- -------- -------- --------
Net income per share $ 0.09 $ 0.10 $ 0.19 $ 0.26
======== ======== ======== ========
Diluted earnings per share:
Net income $ 2,004 $ 2,393 $ 4,378 $ 6,470
Plus: interest expense on convertible indebtedness,
Net of tax 17 19 33 54
-------- -------- -------- --------
Net income, as adjusted $ 2,021 $ 2,412 $ 4,411 $ 6,524
-------- -------- -------- --------
Weighted average shares of common stock outstanding 23,119 24,289 22,956 24,436
Effect of dilutive securities:
Stock options and warrants 81 631 288 952
Convertible indebtedness 182 203 182 300
Common stock awards 4 -- 2 --
-------- -------- -------- --------
Weighted average shares of common stock outstanding,
Including dilutive instruments 23,386 25,123 23,428 25,688
======== ======== ======== ========
Net income per share $ 0.09 $ 0.10 $ 0.19 $ 0.25
======== ======== ======== ========
</TABLE>
7
<PAGE> 8
Comprehensive Income
The following table sets forth the calculation of the Company's
comprehensive income for the periods indicated below (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
JUNE 25, JUNE 27, JUNE 25, JUNE 27,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income, as reported $ 2,004 $ 2,393 $ 4,378 $ 6,470
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (395) (72) (468) (196)
Unrealized losses on securities:
Unrealized holding (losses) gains during period -- (232) -- (54)
Less: reclassification adjustment for gains
included in net income -- -- -- (72)
-------- -------- -------- --------
Other comprehensive income (loss), net of tax (395) (304) (468) (322)
-------- -------- -------- --------
Comprehensive income $ 1,609 $ 2,089 $ 3,910 $ 6,148
======== ======== ======== ========
</TABLE>
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No.133"). SFAS No. 133 requires
derivative instruments to be recorded on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from changes in
values of derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. In June 1999, the FASB
issued Statement of Financial Accounting Standards No. 137, which defers the
effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. In
June 2000, the FASB issued Statement of Financial Accounting Standards No. 138,
which modifies certain sections of SFAS No. 133. We do not believe that the
adoption of SFAS No. 133 will have a material effect on our results of
operations or financial position.
2. SPECIAL CHARGES
On May 31, 2000 Serologicals entered into a definitive agreement to
sell substantially all of the long-term assets of its Seramed, Inc. subsidiary
and its subsidiaries (collectively, "Seramed") to Aventis Bio-Services, Inc. The
sale is expected to close during the third quarter of 2000. Pursuant to the
requirements of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS No. 121") these assets are considered to be "held for sale."
Accordingly, a pre-tax asset impairment charge was recorded totaling $276,000 to
write down the assets to fair value less cost to sell. During the fourth quarter
of 1999, a write-down of $24.9 million was recorded related to the Seramed
business as described in Note 3 to the Consolidated Financial Statements in the
Company's 1999 Annual Report on Form 10-K. With the exception of Goodwill, the
Company will not depreciate or amortize any of the long-term assets of the
Seramed business while they are held for sale. At June 25, 2000, the carrying
amount of these assets was $18.9 million.
8
<PAGE> 9
The following table summarizes the results of operations for Seramed
for the periods indicated:
<TABLE>
<CAPTION>
In (000's) Three Months Ended Six Months Ended
(Unaudited) ---------------------------- ----------------------------
June 25, June 27, June 25, June 27,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 18,699 $ 14,988 $ 38,228 $ 32,474
Gross profit 26 641 1,123 1,236
Selling, general and administrative
expenses(1) 143 --- 286 200
Interest, net --- 12 --- 31
Other expense, net 406 535 853 1,078
Special charges 1,610 --- 1,761 ---
-------- -------- -------- --------
Income before income taxes $ (2,133) $ 94 $ (1,777) $ (73)
======== ======== ======== ========
</TABLE>
(1) Does not include allocation of corporate overhead.
Also in connection with the planned divestiture of Seramed, additional
costs related to the divestiture have been recorded in accordance with
Emerging Issues Task Force Consensus 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)". These charges totaled $466,000 and
consisted primarily of lease termination costs.
During 1999, the Company entered into agreements with certain key
employees that provided for termination benefits to be paid to the employees in
the event that Seramed was sold and they were employed by the Company as of the
closing of the sale and met certain other requirements as outlined in the
agreements. The agreements cover approximately sixty-five employees who will be
terminated from Serologicals upon the sale of Seramed. In accordance with
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," the Company has recorded a pre-tax charge of $764,000
representing the amount of employee termination benefits payable under these
agreements. This charge is included as an addition to the "employee termination
costs" category in the table below. In addition to these benefits, the sales
agreement provides that Serologicals will be responsible for payment of
severance costs for certain individuals who are terminated from employment from
Aventis within the first forty-five days after the closing of the sale. The
maximum potential exposure under this contractual provision is approximately
$1.0 million. This amount has not been accrued as the actual amount to be paid
is not reasonably estimable.
All of the special charges have been recorded to the Therapeutic
Products segment.
The following table summarizes the activity in the severance accrual
for termination benefits and other costs through June 25, 2000:
<TABLE>
<CAPTION>
(in thousands)
ADDITIONS TO
RESERVE
BALANCE, CHARGED TO BALANCE,
DESCRIPTION 12/26/99 EXPENSE CASH PAYMENTS OTHER 6/25/00
----------- -------- ------------- ------------- ------ --------
<S> <C> <C> <C> <C> <C>
Employee termination costs $1,377 $ 941 $ (654) $ -- $1,664
Lease termination costs $ -- $ 440 $ -- $ -- $ 440
</TABLE>
9
<PAGE> 10
The remaining accrual of approximately $2.1 million is included in
"Accrued liabilities" in the Consolidated Balance Sheet. As of June 25, 2000,
the expected remaining cash requirements for these liabilities are approximately
$1.7 million in 2000 and $0.4 million in 2001.
3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt and capital lease obligations at December 26, 1999 and
June 25, 2000 consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 25, December 26,
2000 1999
-------- ------------
<S> <C> <C>
Revolving credit facility, maturing in September 2002, bearing
interest at floating rates $ 20,591 $ 30,000
$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 2000 3 17
-------- --------
23,144 32,567
Less current maturities 2,553 2,567
-------- --------
$ 20,591 $ 30,000
======== ========
</TABLE>
4. SEGMENT INFORMATION
Serologicals conducts its business primarily through two business
segments, the Therapeutic Products segment and the Diagnostic Products segment.
These segments were determined based primarily on the differing nature of the
ultimate end use of our products, the differing production and other value-added
processes performed by us with respect to the products and, to a lesser extent,
the differing customer bases to which each reportable segment sells its
products. The remainder of our operations that do not otherwise fall into one of
these two segments, as well as general, unallocated corporate overhead expenses,
are reported in the category entitled "Corporate and Other."
10
<PAGE> 11
Selected financial information is reported below for the three and six months
ended June 25, 2000 and June 27, 1999 (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- ----------------------------
JUNE 25, JUNE 27, JUNE 25, JUNE 27,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales-unaffiliated customers:
Therapeutic Products $ 29,613 $ 22,341 $ 56,060 $ 52,153
Diagnostic Products 12,283 9,575 22,172 19,032
Corporate/Other -- 192 -- 455
-------- -------- -------- --------
Total $ 41,896 $ 32,108 $ 78,232 $ 71,640
======== ======== ======== ========
Segment operating income:
Therapeutic Products $ 2,830 $ 3,290 $ 6,202 $ 8,566
Diagnostic Products 5,634 3,171 9,427 6,769
Corporate/Other (2,509) (1,809) (4,596) (3,556)
-------- -------- -------- --------
Total 5,955 4,652 11,033 11,779
-------- -------- -------- --------
Reconciling items:
Other expense, net 751 921 1,546 1,818
Interest expense (income), net 463 41 886 (10)
Special charges 1,610 -- 1,761 --
-------- -------- -------- --------
Income before income taxes $ 3,131 $ 3,690 $ 6,840 $ 9,971
======== ======== ======== ========
</TABLE>
Segment operating income is defined as earnings before income taxes,
interest, amortization, foreign currency gains and losses, special charges and
other non-operating income and expenses. "Corporate and Other" includes general
corporate expenses other than those directly attributable to an operating
segment and other operations that do not otherwise meet the SFAS No. 131
criteria for disclosure. Serologicals had no intersegment sales during 2000 or
1999.
5. COMMON STOCK REPURCHASES
During April 1999, Serologicals' 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. During
the second quarter of 2000 the repurchase program was completed as Serologicals
repurchased approximately 657,000 shares for consideration of approximately $3.0
million. Serologicals repurchased a total of 3,268,000 shares under the
repurchase program.
6. COMMITMENTS AND CONTINGENCIES
Litigation
Serologicals is involved in certain litigation arising in the ordinary
course of business. We do not believe any of this litigation is likely to have a
material adverse effect on Serologicals' financial position or results of
operations.
11
<PAGE> 12
During 2000, twelve complaints were filed against the Company and
certain of its current and former executive officers and directors which allege
violations of the Securities Exchange Act of 1934 including Sections 10(b) and
20(a) thereof and Rule 10b-5 promulgated thereunder. Although we consider all of
the claims in the complaints to be without merit and intend to defend the
lawsuits vigorously, we are unable to predict at this time the final outcome of
these claims.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW AND RECENT DEVELOPMENTS
Serologicals is a leading worldwide provider of biological materials
and services to major healthcare companies. We provide 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 our protein fractionation
facility, we provide a variety of proteins used in diagnostic reagents and
tissue culture media components for use as additives in biotech products. We are
also engaged in the development, manufacturing and sale of monoclonal antibodies
at our facilities in the United Kingdom. As of August 7, 2000, 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.
On May 31, 2000, Serologicals entered into a definitive agreement to
sell substantially all of the long-term assets of its Seramed, Inc. subsidiary
for cash consideration totaling $20 million. The Company will retain working
capital of approximately $15 million. The sale involves the assets associated
with Serologicals' 47 non-specialty donor centers. The sale is expected to close
in the third quarter of 2000. In connection with the divestiture, Serologicals
recorded special charges during the second quarter of 2000 totaling $1.6 million
which include an asset impairment write-down, as well as costs associated with
the divestiture of this business.
For management purposes, the operations of Serologicals' 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 our products, the differing production and other
value-added processes performed by us with respect to the products and, to a
lesser extent, the differing customer bases to which each reportable segment
sells its products. The Seramed business is reported within the Therapeutic
Products segment.
The activities of the Therapeutic Products segment primarily include
the collection and sale of specialty and non-specialty human antibodies that are
used as the active ingredients in therapeutic products for the treatment and
management of various diseases. The activities of the Diagnostic Products
segment include the monoclonal antibody production facilities and certain
human-sourced, polyclonal antibodies. While an increasing number of
Pentex(R)-branded products are being used in therapeutic end products, the
management of this business is performed within Serologicals' 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.
12
<PAGE> 13
RESULTS OF OPERATIONS
The following discussion and analysis of Serologicals' 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 Serologicals
as a percentage of net sales for the periods indicated below.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------- ----------------------
JUNE 25, JUNE 27, JUNE 25, JUNE 27,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 28.4% 28.6% 28.0% 29.5%
Selling, general and administrative
expenses 14.2% 14.1% 13.9% 13.0%
Net income before special charges 7.1% 7.5% 6.8% 9.0%
Net income 4.8% 7.5% 5.6% 9.0%
</TABLE>
Quarters Ended June 25, 2000 and June 27, 1999
NET SALES
Consolidated
Consolidated net sales increased approximately $9.8 million, or 30%,
from $32.1 million in 1999 to $41.9 million in 2000. The increase was largely
driven by increases in anti-hepatitis and anti-rabies antibodies, as well as
sales growth from diagnostic products.
Therapeutic Products
Net sales of Therapeutic Products increased approximately $7.3 million,
or 33%, from $22.3 million in 1999 to $29.6 million in 2000. The increase was
largely due to a $3.9 million increase in sales of specialty antibodies, or 53%,
from $7.4 million in 1999 to $11.3 million in 2000. The majority of the increase
in specialty sales was attributable to higher sales of anti-hepatitis and
anti-rabies antibodies. Net sales of non-specialty antibodies increased $3.4
million, or 22% over the prior year, from $15.0 million in 1999 to $18.3 million
in 2000. The increase was primarily related to the shipment of product during
the second quarter that had previously been deferred by one of our customers due
to an issue with the customer's testing laboratory.
Diagnostic Products
Net sales of Diagnostic Products increased approximately $2.7 million,
or 28%, from $9.6 million in 1999 to $12.3 million in 2000. The increase was
attributable to revenue growth from both blood proteins and monoclonal
antibodies. Sales of blood protein products, including bovine serum albumin
(BSA) and the EX-CYTE(R) product line, increased approximately $1.7 million, or
35% from $4.9 million in 1999 to $6.6 million in 2000, primarily due to higher
sales of EX-CYTE(R). Total net sales of monoclonal antibodies and related
products increased approximately $687,000, or 21%, from $3.3 million in 1999 to
$4.0 million in the second quarter of 2000 reflecting additional demand for
certain products manufactured for a customer under an outsourcing arrangement.
The remaining net sales, primarily human-sourced antibodies used in blood typing
reagents and diagnostic test kits, increased approximately $300,000, or 21%,
from $1.4 million in 1999 to $1.7 million in 2000.
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<PAGE> 14
GROSS PROFIT
Consolidated
Consolidated gross profit increased approximately $2.7 million, or 30%,
from $9.2 million in the second quarter of 1999 to $11.9 million during 2000.
This increase was primarily the result of the overall increase in sales, as well
as a favorable product mix. The second quarter of 2000 included increased sales
of higher margin specialty antibodies and certain diagnostic antibodies as a
percentage of total sales compared with the second quarter of 1999, offset by
lower margins on non-specialty antibodies. Gross profit as a percentage of net
sales ("gross margin") was essentially unchanged from 28.6% in 1999 to 28.4% in
the current year.
Therapeutic Products
Gross profit from Therapeutic Products of $4.6 million increased
approximately $100,000, or 3% from the second quarter of 1999. Gross margins on
Therapeutic Products decreased from 20% to 15%, due mostly to a lower level of
relatively higher margin anti-D sales as a percentage of total therapeutic
sales, as well as lower margins on sales of non-specialty antibodies. Gross
margins on specialty products were also affected by additional costs the Company
incurred such as additional advertising and donor fees as the Company increased
production of certain of its specialty antibody products.
Diagnostic Products
Gross profit from Diagnostic Products increased approximately $2.4
million, or 49%, from $4.9 million in 1999 to $7.3 million in 2000, due to
higher sales, particularly of the relatively higher margin EX-CYTE(R) product,
and certain monoclonal antibodies. Gross margins on Diagnostic Products
increased from 51% in 1999 to 60% during 2000, primarily as a result of this
favorable product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately
$1.4 million in the second quarter of 2000, from $4.5 million in the second
quarter of 1999 to $5.9 million in the current year. The increase was primarily
attributable to higher corporate expenses, including recruiting and other costs
associated with the hiring of a permanent Chief Executive Officer, professional
fees, and increased expenses related to the Company's quality and regulatory
programs.
INTEREST EXPENSE, NET
Interest expense, net increased $422,000, from net interest expense of
$41,000 in 1999 to $463,000 in the current year, due to higher borrowings
outstanding under the revolving line of credit.
OTHER EXPENSE, NET
Other expense, net decreased approximately $170,000, or 18% primarily
due to lower amortization of goodwill as a result of the $24.9 million
write-down of goodwill recorded in the fourth quarter of 1999, as well as lower
amortization of certain other intangibles related to the seramed business, for
which amortization was discontinued as of May 31, 2000 upon reaching an
agreement to divest the assets of the business.
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<PAGE> 15
SPECIAL CHARGES
As previously described, the Company recorded special charges during
the second quarter of 2000 related to the divestiture of Seramed. The charges
totaled $1.6 million, which includes an asset impairment write-down, as well as
costs associated with the divestiture of this subsidiary.
Six Months Ended June 25, 2000 and June 27, 1999
NET SALES
Consolidated
Consolidated net sales increased approximately $6.6 million, or 9%,
from $71.6 million in 1999 to $78.2 million in 2000. The increase was primarily
attributable to increased sales of specialty anti-hepatitis and anti-rabies
antibodies, non-specialty antibodies, and increases in diagnostic products.
These increases were offset by lower sales of anti-D antibodies.
Therapeutic Products
Net sales of Therapeutic Products increased approximately $3.9 million,
or 7%, from $52.2 million in 1999 to $56.1 million in 2000. Specialty sales
decreased $1.8 million, or 9%, from $20.4 million in 1999 to $18.6 million in
2000. Non-specialty sales increased $5.8 million, or 18% from $31.7 million in
1999 to $37.4 million in 2000. The decrease in specialty sales was related to
lower sales of anti-D, which was partially offset by increased sales of
anti-hepatitis and anti-rabies antibodies. The increase in non-specialty
antibody sales was partially due to sales during the year that had previously
been deferred by one of the Company's customers due to an issue with the
customer's testing laboratory.
Diagnostic Products
Net sales of Diagnostic Products increased approximately $3.2 million,
or 16%, from $19.0 million in 1999 to $22.2 million in 2000. Sales of blood
protein products increased $2.0 million, or 20% from $9.8 million in 1999 to
$11.8 million in 2000, primarily as a result of increased sales of EX-CYTE(R).
Total net sales of monoclonal antibodies and other associated products increased
$1.2 million, or 20% from $6.0 million in 1999 to $7.2 million in 2000 to
account for the remainder of the increase.
GROSS PROFIT
Consolidated
Consolidated gross profit increased approximately $800,000, or 4%, from
$21.1 million in 1999 to $21.9 million in 2000. This increase was largely due to
the increased sales of relatively higher margin blood protein products, of which
EX-CYTE(R) represented a significant amount of the increase. This increase in
blood protein product sales was offset by lower anti-D sales and lower gross
margins on non-specialty antibody sales. Gross margin decreased from 29.5% in
1999 to 28% in the current year, primarily as a result of the product mix
previously described.
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<PAGE> 16
Therapeutic Products
Gross profit from Therapeutic Products decreased approximately $1.9
million, or 17%, from $11.1 million in 1999 to $9.2 million in 2000, primarily
as a result of reduced sales of anti-D antibodies as a percentage of total
Therapeutic sales. Gross margins on Therapeutic Products decreased from 21% to
16%, primarily as a result of a decrease in sales of anti-D combined with lower
margins on sales of non-specialty antibodies. Gross margins on specialty
products were also affected by additional costs the Company incurred such as
additional advertising and donor fees as the Company increased production of
certain of its specialty antibody products.
Diagnostic Products
Gross profit from Diagnostic Products increased approximately $2.5
million, or 24%, from $10.3 million in 1999 to $12.7 million in 2000, primarily
attributable to increased sales, particularly sales of the relatively higher
margin EX-CYTE(R). Gross margins on Diagnostic Products increased from 54%
during 1999 to 57% in 2000, primarily as a result of the favorable product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately $1.6
million, or 17%, from $9.3 million in 1999 to $10.9 million in 2000. The
increase was primarily attributable to higher corporate expenses, including
recruiting and other costs associated with the hiring of a permanent Chief
Executive Officer, professional fees, and higher expenses related to the
Company's quality and regulatory programs.
OTHER EXPENSE, NET
Other expense, net, decreased approximately $270,000, or 15%, from $1.8 million
in 1999 to $1.5 million in 2000. The decrease was primarily due to a decrease in
goodwill amortization for the Seramed business as a result of the goodwill
write-down recorded in the fourth quarter of 1999, as well as lower amortization
of certain other intangibles related to the seramed business, for which
amortization was discontinued as of May 31, 2000 upon reaching an agreement to
divest the assets of the business.
INTEREST EXPENSE (INCOME), NET
Interest expense (income), net increased approximately $896,000 from
net interest income of $10,000 in 1999 to net interest expense of $886,000 in
2000. The increase in net interest expense is primarily due to higher
outstanding borrowings under the revolving line of credit.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain indicators of financial
condition and liquidity of the Company as of June 25, 2000 and December 26,
1999:
<TABLE>
<CAPTION>
JUNE 25, December 26,
2000 1999
-------- ------------
<S> <C> <C>
Cash and cash equivalents $ 2,136 $ 3,294
Working capital 47,579 50,172
Total long-term debt and capital lease obligations 23,144 32,567
Stockholders' equity 108,406 103,224
Total debt to equity ratio 21.3% 31.5%
</TABLE>
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<PAGE> 17
Serologicals 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 our revolving credit facility (the
"Revolver"), which provides for a maximum borrowing capacity of $75 million.
Management believes that the Company's liquidity and capital resources are
sufficient to meet its working capital, capital expenditure and other
anticipated cash requirements over the next twelve months and may be available
for use in acquisitions. However, we anticipate that future acquisition and
growth opportunities may require supplementary funding, including the issuance
of equity or debt securities.
During the first six months of 2000, net cash provided by operating
activities was $11.5 million compared with $6.8 million during the first six
months of 1999, an increase of $4.7 million. This increase was primarily
attributable to a smaller investment in working capital versus the prior year.
The decreased investment in working capital was in large part due to a decrease
in inventories of $2.1 million compared with a $3.4 million increase in the
prior year, a decrease in other current assets of $3.9 million compared with a
decrease of $368,000 in the prior year, offset by a decrease in accrued expenses
of $6.3 million versus a decrease of $2.8 million in the prior year. The
inventory change is primarily due to an increase in inventory during 1999 as a
result of reduced anti-D sales from certain customers. The change in accrued
expenses is primarily due to a $2.0 million settlement made to one of the
Company's customers during the first quarter of 2000.
Net cash used in investing activities during the first quarter of 2000
was $2.4 million as compared to $35.8 million in 1999. Investing activities for
1999 included $27.9 million related to the purchase of the Pentex business, and
capital expenditures of $8.1 million, which primarily represented costs to
expand the EX-CYTE(R) production capacity and costs associated with a donor
center operating system. Capital expenditures in 2000 consist primarily of the
costs associated with expansion of the BSA manufacturing facility at Kankakee
and costs associated with automating the Company's donor center network.
Serologicals anticipates capital expenditures for the remainder of
fiscal year 2000 to be approximately $7 to $9 million. This total includes
expenditures totaling approximately $2.1 million related to the acquisition of a
facility in Scotland to expand our monoclonal manufacturing operations, which
was completed in August 2000. Other planned expenditures include the following:
(i) completion of an expansion of our BSA manufacturing capacity at our
fractionation facility in Kankakee, Illinois; (ii) several information systems
initiatives, primarily the automation of our donor center network; and (iii)
renovations or relocations of existing donor centers.
Net cash used in financing activities was $10.2 million in 2000
compared to cash used of $5.0 million in 1999. During the first six months of
2000, we repaid $9.4 million of the outstanding balance on the Revolver. As of
June 25, 2000, borrowings outstanding under the Revolver totaled $20.6 million,
compared with $30.0 million outstanding as of December 26, 1999. During the
first half of 2000 Serologicals completed its $20 million stock repurchase
program by purchasing approximately 657,000 shares at a cost of $3 million.
Other financing activities in both periods consisted primarily of proceeds from
the exercise of stock options.
OUTLOOK
Therapeutic Products
As discussed, Serologicals has entered into an agreement to sell
substantially all of the long-term assets of its Seramed business, which
represents the non-specialty antibody portion of our business. This sale will
result in the sale of 47 of our 64 donor centers.
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<PAGE> 18
Demand for anti-hepatitis and anti-rabies antibodies continues to be
strong and is expected to continue throughout 2000. We expect a modest recovery
in anti-D sales in 2000. However, further operational adjustments may be
required, including reducing the level of anti-D specialty antibody collections,
which could adversely affect the per unit production costs.
Diagnostic Products
Serologicals anticipates moderate increases in sales of polyclonal
antibodies used in blood typing reagents and diagnostic test kits, and more
substantial increases during 2000 in sales of monoclonal antibodies, primarily
as a result of the potential of the outsource manufacturing work we are
performing for a major diagnostic customer. We expect demand for our
Pentex(R)line of blood protein products, in particular the EX-CYTE(R)line of
tissue culture media, to continue to increase over the previous year's levels.
Our Pentex(R) facility in Kankakee, Illinois is currently undergoing a $2
million expansion of the Pentex(R) bovine serum albumin (BSA) manufacturing
operations, which we expect to complete during the latter part of 2000. This
expansion is expected to increase BSA production capacity by approximately 30%,
in order to meet current and expected customer demand.
We are developing a line of monoclonal antibodies to be used as
controls in diagnostic test kits, which were historically derived from human
donors. While sales to date have not been significant, we believe that this
product line could provide additional opportunities for growth in Diagnostic
Products.
Additionally, we believe that in addition to the aforementioned
internal growth potential, opportunities exist to expand our diagnostic
operations through selective acquisitions that are complementary to our existing
monoclonal and protein fractionation operations. However, there can be no
assurance that we will be successful in achieving any or all of the elements of
our strategy.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No.133"). SFAS No. 133 requires
derivative instruments to be recorded on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from changes in
values of derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. In June 1999, the FASB
issued Statement of Financial Accounting Standards No. 137, which defers the
effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. In
June 2000, the FASB issued Statement of Financial Accounting Standards No. 138,
which modifies certain sections of SFAS No. 133. We do not believe that the
adoption of SFAS No. 133 will have a material effect on our results of
operations or financial position.
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<PAGE> 20
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 26, 1999. 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.
PART II.
ITEM 1. LEGAL PROCEEDINGS
During 2000, twelve complaints were filed against the Company and
certain of its current and former executive officers and directors which allege
violations of the Securities Exchange Act of 1934 including Sections 10(b) and
20(a) thereof and Rule 10b-5 promulgated thereunder. Although we consider all of
the claims in the complaints to be without merit and intend to defend the
lawsuits vigorously, we are unable to predict at this time the final outcome of
these claims.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its 2000 Annual Meeting of Stockholders on May 16,
2000.
At the Annual Meeting, Wade Fetzer, III and Samuel A. Penninger, Jr.
and were re-elected directors. The number of shares of common stock voted in the
election of Mr. Fetzer was 18,572,732 FOR and 1,399,781 withheld. The number of
shares of common stock voted in the election of Mr. Penninger was 18,572,732 FOR
and 1,399,781 withheld. In addition, the following other directors continued as
such after the meeting: Desmond H. O'Connell, Jr., George M. Shaw, M.D., Ph.D.,
Lawrence E. Tilton and Matthew C. Weisman.
A proposal to approve an amendment to the Company's Second Amended and
Restated 1994 Omnibus Incentive Plan to increase the maximum number of shares of
common stock that may be issued pursuant to awards to any participant in any
given fiscal year from two hundred twenty-five thousand (225,000) shares to five
hundred twenty-five thousand (525,000) shares was approved at the Annual
Meeting. The number of shares of common stock voted for this amendment was
18,275,199 FOR, 1,675,246 AGAINST and 22,068 ABSTAIN.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
Exhibit Number: Description
2.1 Asset Purchase and Sale Agreement dated May
31, 2000, by and between Serologicals and
Aventis Bio-Services, Inc.
10.7.2 Second Amended and Restated 1994 Omnibus
Incentive Plan, as Amended
10.26 Amended and Restated Compensation Plan for
Non-Employee Directors
10.27 Employment Agreement between the Company and
David A. Dodd
27 Financial Data Schedule (electronic filing
only)
b. Reports on Form 8-K:
1.) On June 1, 2000, the Company filed a Current Report
on Form 8-K, in which it reported under Item 5-Other Events,
the issuance of a press release announcing the signing of a
definitive agreement to sell substantially all of the assets
of its Seramed, Inc. subsidiary.
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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 9, 2000 By: /s/ Peter J. Pizzo, III
-----------------------------
Peter J. Pizzo, III
Vice President/Chief Financial
Officer (Principal Financial and
Accounting Officer)
21
