<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 September 24, 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 November 3, 2000
----- -------------------------------
Common Stock, $.01 par value per share 22,673,788
<PAGE> 2
INDEX
SEROLOGICALS CORPORATION AND SUBSIDIARIES
<TABLE>
<S> <C>
PART I.
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets -
September 24, 2000 and December 26, 1999 ................................................ 3
Consolidated Statements of Income (Loss) - For the three and nine
months ended September 24, 2000
and September 26, 1999 ................................................................ 4
Consolidated Statements of Cash Flows -
For the nine months ended September 24, 2000 and September 26, 1999 ..................... 5
Notes to Consolidated Financial Statements ................................................... 6-13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................................ 14-21
Item 3. Quantitative and Qualitative Disclosure about Market Risk ............................... 22
PART II.
Item 1. Legal Proceedings ....................................................................... 22
Item 6. Exhibits and Reports on Form 8-K ........................................................ 22
SIGNATURES ...................................................................................... 23
</TABLE>
<PAGE> 3
PART I.
ITEM 1. FINANCIAL STATEMENTS
SEROLOGICALS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 24, DECEMBER 26,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................................... $ 3,776 $ 3,294
Trade accounts receivable, net .......................................... 20,414 29,559
Inventories ............................................................. 25,434 33,361
Other current assets .................................................... 6,106 7,328
---------- ----------
Total current assets .................................................... 55,730 73,542
---------- ----------
PROPERTY AND EQUIPMENT, net ............................................... 32,280 32,437
---------- ----------
OTHER ASSETS:
Goodwill, net ........................................................... 28,959 39,987
Other, net .............................................................. 6,841 10,932
---------- ----------
Total other assets ...................................................... 35,800 50,919
---------- ----------
$ 123,810 $ 156,898
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and capital lease obligations ...... $ 22 $ 2,567
Accounts payable ........................................................ 3,422 5,508
Accrued liabilities ..................................................... 8,167 13,910
Deferred revenue ........................................................ 35 1,385
---------- ----------
Total current liabilities ............................................... 11,646 23,370
---------- ----------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current
maturities .............................................................. -- 30,000
---------- ----------
OTHER LIABILITIES ......................................................... 304 304
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock ............................................................ 259 249
Additional paid-in capital .............................................. 95,929 91,383
Retained earnings ....................................................... 36,408 28,253
Accumulated other comprehensive income .................................. (736) 362
Less: treasury stock, at cost ........................................... (20,000) (17,023)
---------- ----------
Total stockholders' equity .............................................. 111,860 103,224
---------- ----------
$ 123,810 $ 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 (LOSS)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ----------------------------
SEPT. 24, SEPT. 26, SEPT. 24, SEPT. 26,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales ................................. $ 38,708 $ 16,530 $ 116,941 $ 88,170
Costs and expenses:
Cost of sales ........................... 26,694 12,701 83,015 63,240
Selling, general and administrative
expenses ............................. 5,796 4,476 16,675 13,798
Interest expense, net ................... 390 31 1,276 21
Other expense, net ...................... 475 1,180 2,021 2,998
Special charges (credits) ............... (550) 8,575 1,212 8,575
------------ ------------ ------------ ------------
Income (loss) before income taxes ......... 5,903 (10,433) 12,742 (462)
Provision (benefit) for income taxes ...... 2,125 (3,666) 4,587 (165)
------------ ------------ ------------ ------------
Net income (loss) ......................... $ 3,778 $ (6,767) $ 8,155 $ (297)
============ ============ ============ ============
Net income (loss) per common share:
Basic ................................. $ 0.17 $ (0.29) $ 0.36 $ (0.01)
============ ============ ============ ============
Diluted ............................... $ 0.16 $ (0.29) $ 0.35 $ (0.01)
============ ============ ============ ============
Weighted average common and common
equivalent shares outstanding:
Basic ................................. 22,661,338 23,273,869 22,857,943 24,050,749
============ ============ ============ ============
Diluted ............................... 23,003,558 23,273,869 23,248,405 24,050,749
============ ============ ============ ============
</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>
NINE MONTHS ENDED
-------------------------
SEPT. 24, SEPT. 26,
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ....................................................... $ 8,155 $ (297)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization ........................................ 5,678 5,871
Deferred income tax benefit .......................................... (5) (1)
Non-cash special charges (credits) ................................... (1,572) 5,400
Changes in operating assets and liabilities, net of acquisitions of
businesses:
Trade accounts receivable, net ....................................... 9,145 11,499
Inventories .......................................................... 6,797 (18,390)
Other current assets ................................................. 3,145 (102)
Accounts payable ..................................................... (1,981) 2,267
Accrued liabilities .................................................. (2,510) (808)
Deferred revenue ..................................................... (1,350) (225)
Other, net ........................................................... (1,163) --
---------- ----------
Total adjustments ................................................... 16,184 5,511
---------- ----------
Net cash provided by operating activities ........................ 24,339 5,214
---------- ----------
INVESTING ACTIVITIES:
Purchases of property and equipment ..................................... (7,245) (14,945)
Acquisitions of businesses, net of cash acquired ........................ (3,460) (27,874)
Disposition of business, net of cash paid ............................... 20,156 --
Other ................................................................... -- 3,345
---------- ----------
Net cash provided by (used in) investing activities .............. 9,451 (39,474)
---------- ----------
FINANCING ACTIVITIES:
Net borrowings (repayments) on revolving line of credit ................. (30,000) 14,767
Payments on long-term debt and capital lease obligations ................ (2,545) (46)
Repurchases of common stock ............................................. (2,977) (15,662)
Proceeds from employee stock plans ...................................... 2,214 1,749
---------- ----------
Net cash (used in) provided by financing activities .............. (33,308) 808
---------- ----------
Net increase (decrease) in cash and cash equivalents ...................... 482 (33,452)
Cash and cash equivalents, beginning of period ............................ 3,294 34,940
---------- ----------
Cash and cash equivalents, end of period .................................. $ 3,776 $ 1,488
========== ==========
Supplemental Disclosures:
Interest Paid ............................................................. $ 1,628 $ 328
Taxes Paid ................................................................ $ 758 $ 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
SEPTEMBER 24, 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, 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 expected continued strong demand for the Company's specialty
antibodies; the ability to fulfill additional orders of specialty antibodies
during the fourth quarter of 2000; the level of capital expenditures during
2000; opportunities for external growth; the sufficiency of capital and
liquidity to fund operations, capital expenditures, and 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
biological products to life science 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. Prior to the
divestiture of Seramed, we collected 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.
On August 21, 2000, we completed the divestiture of our 47
non-specialty donor centers to Aventis Bio-Services, Inc. The Company received
cash proceeds from the sale of approximately $21.3 million, which included the
purchase of certain working capital assets. The proceeds are subject to
adjustment based on the final determination of the value of the assets purchased
as of the sale date. The Company retained working capital totaling approximately
$12.6 million.
As of November 6, 2000, we conducted our operations through a national
network of 17 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.
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 accounting
principles generally accepted in the United States for interim financial
information and the instructions to Form 10-Q. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States 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 (Loss) Per Share
Basic earnings (loss) per share are calculated by dividing net income
(loss) by the weighted average number of common shares outstanding during the
period. The calculation of the Company's diluted earnings (loss) per share is
similar to basic earnings (loss) per share, except that net income (loss) 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 (loss) per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------- ----------------------
SEPT. 24, SEPT. 26, SEPT. 24, SEPT. 26,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Basic earnings (loss) per share:
Net income (loss) ........................................ $ 3,778 $ (6,767) $ 8,155 $ (297)
Weighted average shares of common stock outstanding ...... 22,661 23,274 22,858 24,051
-------- -------- -------- --------
Net income (loss) per share ............................ $ 0.17 $ (0.29) $ 0.36 $ (0.01)
======== ======== ======== ========
Diluted earnings (loss) per share:
Net income (loss) ........................................ $ 3,778 $ (6,767) $ 8,155 $ (297)
Plus: interest expense on convertible indebtedness,
net of tax ......................................... 17 -- 50 --
-------- -------- -------- --------
Net income (loss), as adjusted ......................... $ 3,795 $ (6,767) $ 8,205 $ (297)
-------- -------- -------- --------
Weighted average shares of common stock outstanding ...... 22,661 23,274 22,858 24,051
Effect of dilutive securities:
Stock options and warrants ............................. 182 -- 182 --
Convertible indebtedness ............................... 151 -- 204 --
Common stock awards .................................... 9 -- 4 --
-------- -------- -------- --------
Weighted average shares of common stock outstanding,
Including dilutive instruments .......................... 23,004 23,274 23,248 24,051
======== ======== ======== ========
Net income (loss) per share ............................ $ 0.16 $ (0.29) $ 0.35 $ (0.01)
======== ======== ======== ========
</TABLE>
7
<PAGE> 8
For the three and nine month periods ending September 24, 2000,
approximately 2.2 million stock options were excluded from the calculation of
diluted shares outstanding as the option price exceeded the average market price
for the Company's stock during the period and thus their effect was
anti-dilutive. For the three and nine month periods ending September 26. 1999,
the effect of options to purchase approximately 2.5 million shares and 2.1
million shares, respectively, were excluded from the calculation of diluted
shares outstanding as the option price exceeded the average market price for the
Company's stock during the period and thus their effect was anti-dilutive.
Diluted shares outstanding for the three months and nine months ended September
26, 1999 exclude approximately 734,000 common stock equivalents and 1,062,000
common stock equivalents, respectively, as the Company incurred a loss in those
periods and their inclusion would have been anti-dilutive.
Comprehensive Income (Loss)
The following table sets forth the calculation of the Company's
comprehensive income (loss) for the periods indicated below (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------- ----------------------
SEPT. 24, SEPT. 26, SEPT. 24, SEPT. 26,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income (loss), as reported ............................. $ 3,778 $ (6,767) $ 8,155 $ (297)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments .............. (242) 227 (707) 31
Unrealized gains on securities:
Unrealized holding gains arising during period .... -- 554 -- 501
Less: reclassification adjustment for gains
included in net income (loss) ................... -- (154) -- (227)
-------- -------- -------- ------
Other comprehensive income (loss), net of tax .............. (242) 627 (707) 305
-------- -------- -------- ------
Comprehensive income (loss) ................................ $ 3,536 $ (6,140) $ 7,448 $ 8
======== ======== ======== ======
</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 have completed the
preliminary evaluation of the impact of SFAS No. 133 and do not believe that the
adoption of this Standard will have a material effect on our results of
operations or financial position.
2. DISPOSITION OF BUSINESS AND SPECIAL CHARGES (CREDITS)
On August 21, 2000, the Company completed the sale of substantially all
of the long-term assets of its Seramed, Inc. subsidiary and its subsidiaries
(collectively, "Seramed") to Aventis Bio-Services, Inc ("Aventis"). The Company
received gross proceeds from the sale totaling approximately $21.3 million, and
recognized a gain on the disposal of $545,000. The gross proceeds included $1.3
million related to the purchase of certain working capital items and other
settlements resulting from the sale, and are subject to adjustment upon
completion of a final net asset settlement with Aventis. The Company retained
working capital totaling $12.6 million. In the second quarter of 2000, upon
reaching a definitive
8
<PAGE> 9
agreement to sell the Seramed assets to Aventis, these assets were considered to
be "held for sale" in accordance with 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"). Accordingly, in the
second quarter of 2000 a pre-tax asset impairment charge was recorded totaling
$276,000 to write down the assets to fair value less costs to sell. During the
fourth quarter of 1999, the Company performed a review of the recoverability of
its long-lived assets relating to Seramed in accordance with SFAS No. 121. As a
result of this review, along with the determination of an estimated fair market
value as a result of a competitive bidding process for the possible sale of the
business, a write-down of $24.9 million was recorded to write the assets down to
the estimated fair market value.
Additional costs related to the divestiture of Seramed were recorded
during the second quarter of 2000 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 of $440,000 of
lease termination costs and $26,000 of employee termination benefits related to
two employees, which have been paid in full.
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 covered approximately sixty-five employees who were
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 recorded a pre-tax charge of $764,000 in
the second quarter of 2000 representing the amount of employee termination
benefits payable under these agreements. All of the benefits payable under these
arrangements were paid as of September 24, 2000.
During 1999, the Company's chief executive officer resigned from that
position and as a director of the Company. The Company entered into separation
arrangements with this individual, its chairman of the board and approximately
12 other corporate-based employees. The Company recorded an expense of
approximately $1.6 million to cover the costs of the separation benefits payable
to those employees. Additionally, in the first quarter of 2000, the Company
recorded an expense of $151,000 to cover the separation benefits payable to an
additional employee. As of September 24, 2000, there are five individuals who
are continuing to receive payments under these agreements.
All of the special charges (credits) have been recorded to the
Therapeutic Products segment.
The following table summarizes the activity in the accrual for
termination benefits and other costs through September 24, 2000:
(in thousands)
<TABLE>
<CAPTION>
ADDITIONS TO
RESERVE
BALANCE, CHARGED TO CASH BALANCE,
DESCRIPTION 12/26/99 EXPENSE PAYMENTS OTHER 9/24/00
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Employee termination costs $1,377 $ 941 $ (1,613) $ -- $ 705
Lease termination costs $ -- $ 440 $ (440) $ -- $ --
</TABLE>
The remaining accrual of approximately $705,000 is included in "Accrued
liabilities" in the Consolidated Balance Sheet. As of September 24, 2000, the
expected remaining cash requirements for these liabilities are approximately
$270,000 in 2000 and $435,000 in 2001.
9
<PAGE> 10
The following table summarizes the results of operations for Seramed as
included in the consolidated statements of income (loss) for the periods
indicated:
Unaudited
In (000's)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------- ----------------------
SEPT. 24, SEPT. 26, SEPT. 24, SEPT. 26,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales ........................... $ 13,592 $ 6,378 $ 51,819 $ 38,852
Gross profit (loss).................. 350 (672) 1,473 629
Selling, general and
administrative expenses(1) ........ -- 141 287 487
Other expense, net .................. 137 942 989 2,051
Special charges (credit) ............ (545) -- 961 --
-------- -------- -------- --------
Income (loss) before income taxes ... $ 758 $ (1,755) $ (764) $ (1,909)
======== ======== ======== ========
</TABLE>
(1) Does not include allocation of corporate overhead.
The following table summarizes the results of Serologicals on a pro
forma basis for the nine months ended September 24, 2000 and 1999, as if the
sale of Seramed and receipt of proceeds occurred on December 28, 1998 (the first
day of the Company's 1999 fiscal year). These results do not purport to
represent what the results of operations for Serologicals would actually have
been if the sale had occurred on the date referred to above or to be indicative
of the future results of operations of Serologicals.
Unaudited
In (000's)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------
SEPT. 24, SEPT. 26,
2000 1999
--------- ---------
<S> <C> <C>
Net sales $ 65,122 $ 49,318
Gross profit (loss) 32,454 24,301
Selling, general and
administrative expenses 16,388 13,311
Interest expense (income), net 77 (81)
Other expense, net 1,032 947
Special charges 251 8,575
-------- --------
Income before income taxes 14,706 1,549
Provision for income taxes 5,294 539
-------- --------
Net income $ 9,412 $ 1,010
======== ========
Net income per common share:
Basic $ 0.41 $ 0.04
Diluted $ 0.41 $ 0.04
</TABLE>
10
<PAGE> 11
3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt and capital lease obligations at September 24, 2000 and
December 26, 1999 consisted of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 24, December 26,
2000 1999
------------- ------------
<S> <C> <C>
Revolving credit facility, maturing in September 2002, bearing
interest at floating rates $ -- $ 30,000
$2.55 million convertible subordinated note payable, interest payable
quarterly at 4.0%; principal payable on September 23, 2000 -- 2,550
Capital lease obligations at varying interest rates and terms,
maturing through 2001 22 17
-------- --------
22 32,567
Less current maturities 22 2,567
-------- --------
$ -- $ 30,000
======== ========
</TABLE>
11
<PAGE> 12
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 nine months
ended September 24, 2000 and September 26, 1999 (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- -------------------------
SEPT. 24, SEPT. 26, SEPT. 24, SEPT. 26,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales-unaffiliated customers:
Therapeutic Products $ 27,951 $ 8,066 $ 84,012 $ 60,219
Diagnostic Products 10,757 8,277 32,929 27,310
Corporate/Other -- 187 -- 641
---------- ---------- ---------- ----------
Total $ 38,708 $ 16,530 $ 116,941 $ 88,170
========== ========== ========== ==========
Segment operating income (loss):
Therapeutic Products $ 5,394 $ (1,619) $ 11,596 $ 6,946
Diagnostic Products 3,161 2,752 12,588 9,566
Corporate/Other (2,337) (1,780) (6,933) (5,380)
---------- ---------- ---------- ----------
Total 6,218 (647) 17,251 11,132
---------- ---------- ---------- ----------
Reconciling items:
Other expense, net 475 1,180 2,021 2,998
Interest expense, net 390 31 1,276 21
Special charges (credits) (550) 8,575 1,212 8,575
---------- ---------- ---------- ----------
Income (loss) before income taxes $ 5,903 $ (10,433) $ 12,742 $ (462)
========== ========== ========== ==========
</TABLE>
Segment operating income (loss) is defined as earnings (loss) before
income taxes, interest, amortization, foreign currency gains and losses, special
charges (credits) and other non-operating income and expenses. "Corporate/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. The Company had no intersegment sales during 2000
or 1999.
On August 21, 2000, the Company completed the divestiture of its
Seramed business for gross proceeds of approximately $21.3 million in cash,
which was used during the third quarter to repay the majority of the Company's
outstanding borrowings under its revolving credit facility. The assets disposed
of were included in the Therapeutic 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 26, 1999.
12
<PAGE> 13
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. COMMITMENT 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.
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. During the third quarter of
2000, the complaints were consolidated and a lead plaintiff was named. A
consolidated complaint was filed on October 10, 2000. The Company must respond
to the complaint by November 20, 2000. Although we consider all of the claims in
the consolidated complaint 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.
13
<PAGE> 14
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 products to
life science 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 November 6, 2000, the Company operated 17 donor
centers that specialize in the collection of specialty antibodies.
On August 21, 2000, Serologicals completed the divestiture of
substantially all of the long-term assets of its Seramed, Inc. subsidiary for
cash consideration totaling approximately $21.3 million, of which approximately
$1.3 million related to the divestiture of certain working capital assets and
other settlements resulting from the sale. The Company retained working capital
of approximately $12.6 million. The sale represented substantially all of the
long-term assets associated with Serologicals' 47 non-specialty donor centers.
In connection with the divestiture, Serologicals recorded a gain during the
third quarter of 2000 totaling approximately $545,000, which is included in the
line item entitled "Special charges (credits)" in the Consolidated Statements of
Income (Loss). The year-to-date net loss associated with the divestiture of
Seramed totals approximately $1.1 million.
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, until the divestiture of Seramed,
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, proteins and other
products 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.
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<PAGE> 15
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
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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
SEPT. 24, Sept. 26, SEPT. 24, Sept. 26,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 31.0% 23.2% 29.0% 28.3%
Selling, general and administrative
expenses 15.0% 27.1% 14.3% 15.6%
Net income (loss) before special charges 8.9% (7.3)% 7.6% 5.9%
Net income (loss) 9.8% (40.9)% 7.0% (0.3)%
</TABLE>
During the third quarter of 1999, the Company discovered during an
internal quality assurance audit that a limited number of product tests
performed at its central testing laboratory had not been performed in strict
accordance with the Company's standard operating procedures regarding sample
storage requirements. Pending a full investigation of this matter, the Company
ceased shipping all products that had been tested at its laboratory, including
those tested after the deviation from standard operating procedures had been
identified and corrected. The shipping delays affected virtually all product
tested at the Company's central testing laboratory, including specialty, certain
non-specialty and clinical diagnostic antibody products. Units totaling
approximately $400,000 were deemed unusable and were written off during the
third quarter of 1999. Upon completion of the investigation, shipments resumed
in the fourth quarter of 1999. The results for 1999 described below for the
three and nine month periods ended September 26, 1999 include the impact of this
laboratory and shipping issue.
Quarters Ended September 24, 2000 and September 26, 1999
NET SALES
Consolidated
Consolidated net sales increased approximately $22.2 million, from
$16.5 million in 1999 to $38.7 million in 2000. The increase was primarily
attributable to the shipping delays in the third quarter of 1999, as well as an
increase in sales of diagnostic products. Excluding the results of Seramed, net
sales increased approximately $15.0 million, from $10.1 million in 1999 to $25.1
million in 2000.
Therapeutic Products
Net sales of Therapeutic Products increased approximately $19.9
million, from $8.1 million in 1999 to $28.0 million in 2000. The increase was
primarily attributable to the shipping delays resulting from the Company's
central testing laboratory issue. Total net sales of specialty antibodies
increased approximately $12.4 million, from $1.8 million in 1999 to $14.2
million in the current year, while total net sales of non-specialty antibodies
increased approximately $7.5 million, from $6.3 million in 1999 to $13.8 million
in 2000. Excluding the results of Seramed, net sales increased approximately
$12.7 million, from $1.7 million in 1999 to $14.4 million in 2000.
15
<PAGE> 16
Diagnostic Products
Net sales of Diagnostic Products increased approximately $2.5 million,
or 30%, from $8.3 million in 1999 to $10.8 million in 2000. The increase was
primarily driven by revenue growth from monoclonal antibodies and other
human-sourced antibodies. Sales of monoclonal antibodies and related products
increased $1.2 million, or 47%, from $2.6 million in 1999 to $3.8 million in
2000, reflecting demand for certain products manufactured for a customer under
an outsourcing arrangement. Blood protein revenues were essentially flat
compared with the prior year, as increased revenues from the Company's
EX-CYTE(R) product were offset from decreased sales of other blood protein
products. The remaining net sales, primarily human-sourced antibodies used in
blood typing reagents and diagnostic test kits, increased approximately $1.3
million, from $200,000 in 1999 to $1.5 million in 2000. The majority of this
increase was attributable to the laboratory issue previously discussed.
GROSS PROFIT
Consolidated
Consolidated gross profit increased approximately $8.2 million, from
$3.8 million in the third quarter of 1999 to $12.0 million during 2000. This
increase was primarily the result of increased sales. Gross profit as a
percentage of net sales ("gross margin") increased from 23.1% in 1999 to 31.0%
in the current year. The increase was primarily attributable to the higher level
of sales of relatively higher margin specialty products during 2000 compared
with 1999. Additionally, the third quarter of 1999 included an inventory
write-off of approximately $400,000 resulting from the previously described
laboratory issue. Excluding Seramed, gross profit increased approximately $7.2
million, from $4.5 million in 1999 to $11.7 million in 2000, and gross margins
increased from 44.3% to 46.4%.
Therapeutic Products
Gross profit from Therapeutic Products increased approximately $7.2
million, from a loss of approximately $200,000 in 1999 to gross profit of
approximately $7.0 million in 2000. This increase was primarily attributable to
the third quarter 1999 shipping delays resulting from the Company's laboratory
issue, the vast majority of which was therapeutic products. Also, the third
quarter of 1999 included an inventory write-off of approximately $400,000
resulting from the previously described laboratory issue. Gross margins on
Therapeutic Products for the third quarter of 2000 were 24.9% compared with a
margin of (2.6%) in the prior year. The majority of the sales in the third
quarter of 1999 were relatively lower margin non-specialty sales that were
tested at third party laboratories. Excluding Seramed, gross profit increased
approximately $6.1 million, from $463,000 in the third quarter of 1999 to $6.6
million in 2000, and gross margins increased from 27.5% to 45.9%.
Diagnostic Products
Gross profit from Diagnostic Products increased approximately $900,000,
or 21.2%, from $4.2 million in 1999 to $5.1 million in 2000, primarily
attributable to higher sales of EX-CYTE(R) and certain monoclonal antibodies,
which was partially offset by lower sales of other blood protein products and
recognition of additional inventory reserves during the third quarter of 2000.
Gross margins on Diagnostic Products decreased from 50.2% in 1999 to 47.1%
during 2000, primarily as a result of recognizing additional inventory reserves
during the third quarter of 2000 on certain blood protein products.
16
<PAGE> 17
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately
$1.3 million, or 29%, from $4.5 million in the third quarter of 1999 to $5.8
million in 2000. The increase was primarily attributable to higher personnel
costs, increased expenses associated with the Company's quality and regulatory
programs and higher professional fees compared with the prior year.
INTEREST EXPENSE, NET
Interest expense, net increased approximately $359,000, from $31,000 in
1999 to $390,000 in 2000, due to higher average borrowings outstanding under the
revolving line of credit. The Company repaid all of its outstanding borrowings
under the revolving line of credit during the third quarter of 2000 using the
proceeds from the sale of Seramed.
OTHER EXPENSE, NET
Other expense, net, decreased approximately $705,000, or 59.7%, from
$1.2 million in 1999 to $475,000 in 2000. The decrease was primarily
attributable to lower amortization expense in 2000 compared with 1999 as a
result of the write-off of $24.9 million of Goodwill related to Seramed in the
fourth quarter of 1999.
SPECIAL CHARGES (CREDITS)
During the third quarter of 2000 the Company recorded a gain of
approximately $545,000 reflected in the line item entitled "Special charges
(credits)" from the divestiture of the Seramed business. The results for the
third quarter of 1999 included special charges totaling $8.6 million
representing: i) a $2.0 million product liability claim; ii) a $1.2 million
write-down of the Company's clinical trial site to fair market value less costs
to sell; iii) a write-off of $4.2 million of capitalized software costs as a
result of terminating a project; and iv) a $1.2 million charge related to
severance and other benefits for the Company's former Chief Executive Officer
and certain other employees.
Nine Months Ended September 24, 2000 and September 26, 1999
NET SALES
Consolidated
Consolidated net sales increased approximately $28.7 million, or 33%,
from $88.2 million in 1999 to $116.9 million in 2000. The increase was primarily
attributable to the shipping delays in the third quarter of 1999, as well as an
increase in sales of blood proteins (primarily EX-CYTE(R)) and monoclonal
antibody diagnostic products. The Company benefited from substantially higher
sales of its anti-hepatitis product compared with the prior year as sales
through nine months of 2000 exceeded annual sales for 1999 for this product.
Excluding Seramed, net sales increased $15.8 million, from $49.3 million in 1999
to $65.1 million in 2000.
Therapeutic Products
Net sales of Therapeutic Products increased approximately $23.8
million, or 40%, from $60.2 million in 1999 to $84.0 million in 2000. The
increase is primarily attributable to the 1999 shipping delays. Total net sales
of specialty antibodies increased approximately $10.5 million, or 47%, from
$22.2 million in 1999 to $32.7 million in the current year, while
17
<PAGE> 18
total net sales of non-specialty antibodies increased approximately $13.3
million, or 35%, from $38.0 million in 1999 to $51.3 million in 2000. Also
contributing to the year over year increase was increased sales of anti-D
antibodies, as well as increased demand for anti-hepatitis and anti-rabies
antibodies. Excluding Seramed, net sales increased approximately $10.8 million,
from $21.4 million in 1999 to $32.2 million in 2000.
Diagnostic Products
Net sales of Diagnostic Products increased approximately $5.6 million,
or 21%, from $27.3 million in 1999 to $32.9 million in 2000. Sales of blood
protein products increased approximately $2.0 million, or 13% from $15.2 million
in 1999 to $17.2 million in 2000. The majority of the increase in blood proteins
was related to sales of EX-CYTE(R), while sales also benefitted from the demand
for certain products manufactured for a customer under an outsourcing
arrangement. Total net sales of monoclonal antibodies and related products
increased approximately $2.4 million, or 28%, from $8.6 million in 1999 to $11.0
million in the first nine months of 2000. The remaining net sales, primarily
human-sourced antibodies used in blood typing reagents and diagnostic test kits,
increased approximately $1.2 million, or 35%, from $3.5 million in 1999 to $4.7
million in 2000.
GROSS PROFIT
Consolidated
Consolidated gross profit increased approximately $9.0 million, or 36%,
from $24.9 million in 1999 to $33.9 million during 2000. This increase was
primarily the result of increased sales, primarily of relatively higher margin
specialty antibodies in 2000 compared with 1999. Gross margin increased from
28.3% in 1999 to 29.0% in 2000. The increase was primarily attributable to
product mix as 1999 was negatively impacted by the negligible level of sales of
specialty antibodies in the third quarter of 1999. Excluding Seramed, gross
profit increased $8.2 million, or 34%, from $24.3 million in 1999 to $32.5
million in 2000.
Therapeutic Products
Gross profit from Therapeutic Products increased approximately $5.3
million, or 49%, from $10.8 million in 1999 to $16.1 million in 2000, primarily
as a result of increased sales, as well as the $400,000 inventory write-off in
1999 resulting from the laboratory issue. Gross margins on Therapeutic Products
increased from 18.1% to 19.2%, due in large part to increased sales of higher
margin specialty antibodies as a percentage of total therapeutic sales, from 37%
in 1999 to 39% in the current year. Excluding Seramed, gross profit increased
approximately $4.4 million, or 43% from $10.3 million in 1999 to $14.7 million
in 2000, and gross margins decreased from 48.0% in 1999 to 45.5 % in 2000.
Diagnostic Products
Gross profit from Diagnostic Products increased approximately $3.4
million, or 24%, from $14.4 million in 1999 to $17.8 million in 2000, primarily
attributable to increased sales, particularly the relatively higher margin
EX-CYTE(R) product. Gross margins on Diagnostic Products increased from 52.7% in
1999 to 54.1% in 2000, primarily as a result of a favorable product mix in 2000,
which was partially offset by an additional inventory reserve taken in 2000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased approximately
$2.9 million, or 21%, from $13.8 million in 1999 to $16.7 million in 2000. The
increase was primarily attributable to higher corporate expenses, including
recruiting and other costs associated with the hiring of certain executives,
increased
18
<PAGE> 19
professional fees, and increased expenses associated with the Company's quality
and regulatory initiatives.
INTEREST EXPENSE, NET
Interest expense, net increased approximately $1,255,000, from $21,000
in 1999 to $1,276,000 in 2000. The increase in net interest expense is due to
higher average borrowings under the Company's line of credit. The Company repaid
all of its outstanding borrowings under the revolving line of credit during the
third quarter of 2000 using the proceeds from the sale of Seramed.
OTHER EXPENSE, NET
Other expense, net, decreased approximately $1.0 million, or 33%, from
$3.0 million in 1999 to $2.0 million in 2000. The decrease was primarily due to
lower amortization expense in 2000 compared with 1999 as a result of the
write-off of $24.9 million of goodwill related to Seramed in the fourth quarter
of 1999.
SPECIAL CHARGES (CREDITS)
During the first nine months of 2000, Special charges (credits) consist
primarily of the loss incurred related to the divestiture of Seramed. During the
second quarter, an asset impairment charge of $276,000 was recorded, along with
approximately $1.3 million of charges associated with termination benefits,
lease termination costs, and other costs associated with the divestiture of the
non-specialty business. The sale of Seramed closed in August 2000, and the
Company recognized a gain on the disposal of approximately $545,000.
In the third quarter of 1999, special charges totaling $8.6 million were
recorded representing: i) a $2.0 million product liability claim; ii) a $1.2
million write-down of the Company's clinical trial site to fair market value
less costs to sell; iii) a write-off of $4.2 million of capitalized software
costs as a result of terminating a project; and iv) a $1.2 million charge
related to severance and other benefits for the Company's former Chief Executive
Officer and certain other employees.
19
<PAGE> 20
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain indicators of financial
condition and liquidity of the Company as of September 24, 2000 and December 26,
1999:
(in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 24, DECEMBER 26,
2000 1999
------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 3,776 $ 3,294
Working capital 44,084 50,172
Total long-term debt and capital lease obligations 22 32,567
Stockholders' equity 111,860 103,224
Total debt to equity ratio 0.0% 31.5%
</TABLE>
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.
During the first nine months of 2000, net cash provided by operating
activities was $24.3 million compared with $5.2 million during the first nine
months of 1999, an increase of $19.1 million. This increase was primarily
attributable to a smaller investment in working capital versus the prior year.
The decreased investment in working capital was primarily due to a decrease in
inventories of $6.8 million compared with a $18.4 million increase in the prior
year. The inventory change is primarily due to an increase in inventory during
the third quarter of 1999 when virtually all product tested at the Company's
central testing laboratory was on hold.
Net cash provided by investing activities during the first nine months
of 2000 was $9.5 million as compared to net cash used of $39.5 million in 1999.
Investing activities for 2000 included net proceeds of approximately $20.2
million from the sale of Seramed, offset by a $3.5 million cash outflow
representing payment of a final net asset settlement related to the Company's
1999 acquisition of Serologicals Proteins (Pentex), and capital expenditures
totaling approximately $7.2 million. Investing activities for 1999 included
$27.9 million related to the purchase of the Pentex business, and capital
expenditures of $14.9 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 costs
associated with the expansion of the bovine serum albumin (BSA) manufacturing
capacity in Kankakee, Illinois which was recently completed, the acquisition of
a facility in Scotland to expand our monoclonal manufacturing operations, 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 $3 to $4 million. This total includes
planned expenditures for the following: (i) several projects at our protein
fractionation facility in Kankakee, Illinois; (ii) ongoing information systems
initiatives, primarily the automation of our donor center network; and (iii)
renovations of existing donor centers.
Net cash used in financing activities was $33.3 million in 2000
compared to cash provided of $808,000 in 1999. During the first nine months of
2000, we repaid the entire $30.0 million of the balance on the Revolver which
was outstanding as of December 26, 1999. Additionally, $2.5 million of
convertible debt was repaid during the third quarter of 2000. During 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.
20
<PAGE> 21
OUTLOOK
Therapeutic Products
Demand for the Company's specialty products (anti-D, anti-hepatitis and
anti-rabies antibodies) continues to be strong and is expected to continue
throughout the remainder of 2000 and into 2001. The Company has received a large
unplanned order for anti-D that is expected to be filled during the fourth
quarter of 2000, and has begun to increase production of anti-D as a result of
expected demand over the coming months.
Diagnostic Products
Serologicals anticipates moderate increases in sales of polyclonal
antibodies used in blood typing reagents and diagnostic test kits and in sales
of monoclonal antibodies, primarily as a result of the potential of the out
source 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
next 12 months. Furthermore, we expect increased demand for bovine serum albumin
(BSA) and have recently completed a $2.6 million expansion of the BSA
manufacturing capacity.
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
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.
21
<PAGE> 22
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. During the third quarter of
2000, the complaints were consolidated and a lead plaintiff was named. A
consolidated complaint was filed on October 10, 2000. The Company must respond
to the complaint by November 20, 2000. Although we consider all of the claims in
the consolidated complaint 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 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
<TABLE>
<CAPTION>
Exhibit Number: Description
--------------- -----------
<S> <C>
10.28 Employment Agreement between the Company and Jeffrey D. Linton
10.29 Lease Agreement, dated October 6, 2000 between the Company
and Spalding Triangle, L.L.C.
27 Financial Data Schedule (electronic filing only)
</TABLE>
b. Reports on Form 8-K:
1.) On August 21, 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 completion of the sale of
substantially all of the assets of its Seramed, Inc.
subsidiary.
2.) On August 31, 2000, the Company filed a Current
Report on Form 8-K, in which it reported under Item
2-Acquisition or Disposition of Assets, the sale of
substantially all of the assets of its Seramed, Inc.
subsidiary.
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<PAGE> 23
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: November 8, 2000 By: /s/ Peter J. Pizzo, III
---------------------------
Peter J. Pizzo, III
Chief Financial Officer
(Principal Financial and
Accounting Officer)
23
