Serologicals Corporation (NASDAQ: SERO) announced today its
financial results for the first quarter ended April 2, 2006.
Revenues decreased 2.8%, to $55.0 million, compared to $56.6
million in the same period last year. Diluted earnings per share
increased 52.8% to $0.08 per share compared to $0.05 per share in
the same period in the prior year. The decrease in revenues was
primarily due to the divestiture of certain Bioprocessing product
lines previously manufactured at our former facility in Milford,
MA, which was sold in January 2006. The decrease was partially
offset by increased revenues in the Research segment. As the result
of our numerous acquisitions and other strategic corporate
activities over the past five years, we provide pro forma results
that exclude acquisition amortization, other acquisition related
costs, expenses for stock-based compensation and other one-time
charges. We also provide pro forma information as an addition to,
and not as a substitute for, financial measures presented in
accordance with GAAP. We believe the pro forma presentation is a
beneficial supplemental disclosure to investors in analyzing and
assessing our past and future performance. First quarter 2006 pro
forma net income was $4.9 million, or $0.14 diluted per share,
compared with $4.3 million, or $0.13 diluted per share, in the
first quarter of 2005. Pro forma net income and pro forma earnings
per share increased by 12.8% and 12.9%, respectively.
Reconciliations between GAAP results and pro forma results are
presented in the attached tables and on the Company's web site
(www.serologicals.com) under the Investor Relations tab.
Serologicals will not hold the previously announced earnings
conference call that was scheduled for Thursday, April 27, 2006
because of the recently announced transaction with Millipore
Corporation. Serologicals Corporation (NASDAQ: SERO), headquartered
in Atlanta, GA, is a global leader in developing and
commercializing consumable biological products, enabling
technologies and services in support of biological research, drug
discovery, and the bioprocessing of life-enhancing products.
Serologicals' customers include researchers at major life science
companies and leading research institutions involved in key
disciplines, such as neurology, oncology, hematology, immunology,
cardiology, proteomics, infectious diseases, cell signaling and
stem cell research. In addition, Serologicals is the world's
leading provider of monoclonal antibodies for the blood typing
industry. Serologicals employs approximately 1,000 people worldwide
and reported revenues of $275 million in 2005. For additional
information on Serologicals Corporation, please visit our website:
www.serologicals.com. Statement Regarding Use of Non-GAAP Measures
The financial results that we report on the basis of GAAP include
substantial cash and non-cash charges and tax benefits related to
acquisitions, to the integration of acquired businesses with
existing businesses, to expenses for stock-based compensation and
to other one-time events. We present pro forma financial
information in this press release because we believe that the
information is a beneficial supplemental disclosure to investors in
analyzing and assessing our past and future performance. We believe
that the pro forma financial information is useful because, among
other things, by eliminating the effect of one-time acquisition and
integration costs and other one-time events and the related tax
benefits, it provides an indication of the profitability and cash
flows of the acquired businesses and our on-going operations. The
pro forma financial information, excluding acquisition related
amortization and other one-time costs, is limited because it does
not reflect the entirety of our business costs. Therefore, we
encourage investors to consider carefully our results under GAAP,
as well as our pro forma disclosures and the reconciliation between
these presentations to more fully understand our business.
Reconciliations between GAAP results and the pro forma information
are presented in the attached tables and also on our web site
(www.serologicals.com) under the Investor Relations tab. Safe
Harbor Statement This release contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 about our subsidiaries and us. Additional
information concerning these and other risks and uncertainties is
outlined in our filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 17, 2006. This report
is available online at http://www.sec.gov. Forward-looking
statements are only predictions and are not guarantees of
performance. Forward-looking statements are based on current
expectations of future events and are based on our current views
and assumptions regarding future events and operating performance.
You should not place undue reliance on forward-looking statements,
since the statements speak only as of the date that they are made,
and we undertake no obligation to publicly update these statements
based on events that may occur after the date of this press
release. -0- *T SEROLOGICALS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income First Quarter Ended April 2, 2006
and April 3, 2005 (in thousands, except per share amounts)
(Unaudited) Quarter Ended ----------------- April 2, April 3, 2006
2005 ------- ------- Net revenues $55,028 $56,635 Costs and
expenses: Cost of revenues 23,412 25,796 Selling, general and
administrative expenses 19,888 20,293 Research and development
4,999 4,485 Amortization of intangibles 1,845 1,763 Gain on sale of
long-lived assets (1,184) - Impairment and exiting costs 845 -
------- ------- Operating income 5,223 4,298 Other (income)
expense, net (223) 101 Interest expense 1,812 1,803 Interest income
(312) (288) ------- ------- Income from operations, before income
taxes 3,946 2,682 Provision for income taxes 1,105 778 -------
------- Net income 2,841 1,904 Add-back interest expense on
convertible debt, net of tax - - ------- -------- Numerator for
diluted earnings per share $ 2,841 $ 1,904 ======= ======= Earnings
per common share: Basic $ 0.08 $ 0.06 ======= ======= Diluted $
0.08 $ 0.05 ======= ======= Weighted average shares used in per
share calculations: Basic 34,129 34,581 ======= ======= Diluted
34,437 35,270 ======= ======= *T -0- *T SEROLOGICALS CORPORATION
AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited)
(In thousands) April 2, January 1, 2006 2006 ---------- ----------
Assets Current assets: Cash and short-term investments $ 43,061 $
38,452 Trade accounts receivable, net 36,048 64,172 Inventories
67,715 59,418 Assets Held for Sale 22,017 - Other current assets
13,259 15,798 --------- --------- Total current assets 182,101
177,840 Property and equipment, net 66,327 70,015 Goodwill 244,756
239,520 Other intangible assets, net 117,275 120,027 Other assets
3,290 16,217 --------- --------- Total assets $ 613,749 $ 623,619
========= ========= Liabilities and Stockholders' Equity Current
liabilities: Accounts payable $ 13,322 17,377 Accrued liabilities
and other 29,734 41,757 Current maturities of capital lease
obligations 792 1,081 --------- --------- Total current liabilities
43,847 60,215 4.75% Convertible debentures 129,914 129,905 Capital
lease obligations 447 476 Deferred income taxes 25,736 25,736 Other
liabilities 932 910 Stockholders' equity 412,873 406,377 ---------
--------- Total liabilities and stockholders' equity $ 613,749 $
623,619 ========= ========= *T -0- *T SEROLOGICALS CORPORATION AND
SUBSIDIARIES Condensed Consolidated Statements of Cash Flows For
the Three Months Ended April 3, 2005 and March 28, 2004 (Unaudited)
(In thousands) April 2, April 3, 2006 2005 --------- ---------
Operating Activities: Net income $ 2,841 $ 1,904 Non-cash and
working capital changes, net 8,927 (1,526) -------- -------- Net
cash provided by (used in) operating activities 11,768 378 --------
-------- Investing Activities: Purchase of property and equipment
(3,869) (2,904) Purchase of business, net of cash acquired (7,357)
(6,964) Disposition of business 3,312 - Proceeds from (purchases
of) short-term investments, net 17,225 (5,100) Other, net (9) 413
-------- -------- Net cash used in investing activities 9,302
(14,555) -------- -------- Financing Activities: Net cash provided
by financing activities 981 1,193 -------- -------- Effect of
foreign exchange on cash (217) (462) -------- -------- Net increase
(decrease) in cash and cash equivalents 21,834 (13,446) Cash and
cash equivalents, beginning of period 21,227 33,024 --------
-------- Cash and cash equivalents, end of period $ 43,061 $ 19,578
======== ======== *T -0- *T SEROLOGICALS CORPORATION AND
SUBSIDIARIES RECONCILIATION OF GAAP TO PRO FORMA CONSOLIDATED
STATEMENT OF INCOME (Unaudited) For the Three Months Ended April 2,
2006 ------------------------------ (in thousands, except per share
data) Pro GAAP Adjustments Forma ------- ----------- -------- Net
revenues $55,028 - 55,028 Cost of revenues 23,412 (170)(1) 23,242
------- ------- ------- Gross profit 31,616 170 31,786 -------
------- ------- Margin % 57.5% 57.8% Selling, general and
administrative 19,888 (1,260)(2) 18,628 Research and development
4,999 (45)(1) 4,953 Amortization of intangibles 1,845 (1,845)(3) -
Gain on sale of long-lived assets (1,184) 1,184 (4) - Impairment
and exiting costs 845 (845)(5) - ------- ------- ------- Operating
income 5,223 2,981 8,204 Operating margin % 9.5% 14.9% Other income
(223) - (223) Interest income (312) - (312) Interest expense 1,812
- 1,812 ------- ------- ------- Income from operations before
income taxes 3,946 2,981 6,928 Provision for income taxes 1,105 835
(6) 1,940 ------- ------- ------- Net income 2,841 2,147 4,988 Add
back interest expense on convertible debt, net of taxes - 1,229 (7)
1,229 ------- ------- ------- Numerator for diluted earnings per
share$ 2,841 $ 3,376 $ 6,217 ======= ======= ======= Net income per
share: Basic $ 0.08 $ 0.15 ======= ======= Diluted $ 0.08 $ 0.14
======= ======= Weighted average shares used in per share
calculation: Basic 34,129 - 34,129 Diluted 34,437 8,790 43,227 (1)
Add back business integration costs in research segment (2) Add
back business integration costs principally in research segment of
$316 and expenses associated with share- based payments
arrangements with employees of $944 (3) Add back purchased
intangible asset amortization (4) Gain on cash sale of
bioprocessing assets in Milford, MA (5) Cash charges incurred in
connection with closing and exiting bioprocessing facilities (6)
The income tax effect of pro forma adjustments at prevailing rate
for period (7) Add back interest on convertible debt which has an
anti-dilutive effect on GAAP results and dilutive effect on pro
forma results *T -0- *T SEROLOGICALS CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO PRO FORMA CONSOLIDATED STATEMENT OF
INCOME (Unaudited) For the Three Months Ended April 3, 2005
----------------------------- (in thousands, except per share data)
Pro GAAP Adjustments Forma ----- ------------- -------- Net
revenues $56,635 - 56,635 Cost of revenues 25,796 (630)(1) 25,166
------- --------- ------- Gross profit 30,839 630 31,469 Margin %
54.5% 55.6% Selling, general and administrative 20,293 (1,034)(2)
19,259 Research and development 4,485 - 4,485 Amortization of
intangibles 1,763 (1,763)(3) - ------- --------- ------- Operating
income 4,298 3,427 7,725 Operating margin % 7.6% 13.6% Other
expense 101 - 101 Interest income (288) - (288) Interest expense
1,803 - 1,803 ------- --------- ------- Income from operations
before income taxes 2,682 3,427 6,109 Provision for income taxes
778 994 (4) 1,771 ------- --------- ------- Net income 1,904 2,433
4,337 Add back interest expense on convertible debt, net of taxes -
1,190 (5) 1,190 ------- --------- ------- Numerator for diluted
earnings per share$ 1,904 $ 3,623 $ 5,527 ======= ========= =======
Net income per share: Basic $ 0.06 $ 0.13 ======= ======= Diluted $
0.05 $ 0.13 ======= ======= Weighted average shares used in per
share calculation: Basic 34,581 - 34,581 Diluted 35,270 8,790
44,060 (1) Add back costs for purchase accounting inventory
revaluations related to acquisition of Upstate, $500; other one
time charges, $130 (2) Add back business integration costs in
research segment (3) Add back purchased intangible asset
amortization (4) The income tax effect of pro forma adjustments at
prevailing rate for period (5) Add back interest on convertible
debt which have an anti-dilutive effect on GAAP results and
dilutive effect on pro forma results *T -0- *T SEROLOGICALS
CORPORATION AND SUBSIDIARIES EBITDA and Adjusted EBITDA (In
thousands) Three Months Ended ------------------- April 2, April 3,
2006 2005 --------- --------- Net income under GAAP $ 2,841 $ 1,904
Provision for income taxes 1,105 778 Interest expense (income), net
1,500 1,515 Depreciation 1,969 2,167 Amortization of intangibles
1,845 1,763 --------- -------- EBITDA 9,260 8,127 Other
Adjustments: Impairment and exiting costs 845 - Purchase accounting
revaluations and business integration costs 1,476 1,664 Gain on
sale of long-lived assets (1,184) ------------------ Adjusted
EBITDA $ 10,396 $ 9,791 ========= ======== Note: Income from
continuing operations before net interest expense, including
amortization of debt issuance costs, provision for income taxes,
depreciation, amortization and other adjustments ("Adjusted
EBITDA") is not a measure of performance defined in accordance with
accounting principles generally accepted in the United States of
America. However, we believe that Adjusted EBITDA is useful to
investors in evaluating our performance because it is a commonly
used financial analysis tool for measuring and comparing life
science companies in areas of operating performance. Adjusted
EBITDA should not be considered as an alternative to net income as
an indicator of our performance or as an alternative to net cash
provided by operating activities as a measure of liquidity and may
not be comparable to similarly titled measures used by other
companies. In addition, the definition of Adjusted EBITDA as
presented herein differs from the definition of Consolidated EBITDA
used in the Company's revolving credit facility. *T
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