UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

|(Mark One)                                                                                   |                                                                                         
|-------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                                            | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended March 28, 2004                                               
|OR                                                                                          
|o                                                                                            | 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(State or other jurisdiction of
incorporation or organization)        |  | 58-2142225(I.R.S. Employer
Identification Number)
|----------------------------------------------------------------------------- |  | -------------------------------------------------
|5655 Spalding Drive
Norcross, Georgia(Address of principal executive offices) |  | 30092(Zip Code)                                  
|(678) 728-2000(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 ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No o

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 April 15, 2004Common Stock, $0.01 par value per share

24,964,108


---





INDEX        SEROLOGICALS CORPORATION AND SUBSIDIARIES

|PART I.                                                                                       |                                                                                                          |   
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | --
|Item 1. Financial Statements                                                                  |                                                                                                          |   
|                                                                                              | Unaudited Consolidated Balance SheetsMarch 28, 2004 and December 28, 2003                               |   
|                                                                                              | Unaudited Consolidated Statements of IncomeFor the quarters ended March 28, 2004 and March 30, 2003     |   
|                                                                                              | Unaudited Consolidated Statements of Cash FlowsFor the quarters ended March 28, 2004 and March 30, 2003 |   
|                                                                                              | Unaudited Notes to Consolidated Financial Statements                                                     |   
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                          | 13
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                          | 19
|Item 4. Controls and Procedures                                                               |                                                                                                          | 19
|PART II.                                                                                      |                                                                                                          |   
|Item 1. Legal Proceedings                                                                     |                                                                                                          | 19
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                          | 20
|SIGNATURES                                                                                    |                                                                                                          | 22

2

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PART I.

Item 1. Financial Statements

SEROLOGICALS CORPORATION AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  (Unaudited and in thousands)

|                                     |                                        | March 28,
2004             |                                            | December 28,
2003 |        
|------------------------------------ | -------------------------------------- | -------------------------- | ------------------------------------------ | ----------------- | -------
|ASSETS                               |                                       
|CURRENT ASSETS:                      |                                        |                            |                                            |                   |        
|                                     | Cash and cash equivalents              |                            | $                                          | 58,510            |        
|                                     | Trade accounts receivable, net         |                            |                                            | 20,635            |        
|                                     | Inventories                            |                            |                                            | 37,611            |        
|                                     | Other current assets                   |                            |                                            | 13,011            |        
|                                     | Discontinued operations                |                            |                                            |                  |        
|                                     |                                        |                            |                                            |                   |        
|                                     |                                        | Total current assets       |                                            |                   | 129,767
|                                     |                                        |                            |                                            |                   |        
|PROPERTY AND EQUIPMENT, net          |                                        |                            | 75,797                                     |                   |        
|                                     |                                        |                            |                                            |                   |        
|DISCONTINUED OPERATIONS              |                                        |                            |                                           |                   |        
|                                     |                                        |                            |                                            |                   |        
|OTHER ASSETS:                        |                                        |                            |                                            |                   |        
|                                     | Goodwill                               |                            |                                            | 95,768            |        
|                                     | Intangible assets, net                 |                            |                                            | 49,123            |        
|                                     | Other                                  |                            |                                            | 7,793             |        
|                                     |                                        |                            |                                            |                   |        
|                                     |                                        | Total other assets         |                                            |                   | 152,684
|                                     |                                        |                            |                                            |                   |        
|                                     |                                        |                            | Total assets                               |                   | $      
|                                     |                                        |                            |                                            |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                       
|CURRENT LIABILITIES:                 |                                        |                            |                                            |                   |        
|                                     | Accounts payable                       |                            | $                                          | 4,455             |        
|                                     | Accrued liabilities                    |                            |                                            | 19,078            |        
|                                     | Discontinued operations                |                            |                                            |                  |        
|                                     |                                        |                            |                                            |                   |        
|                                     |                                        | Total current liabilities  |                                            |                   | 23,533 
|                                     |                                        |                            |                                            |                   |        
|CONVERTIBLE DEBENTURES               |                                        |                            | 132,207                                    |                   |        
|                                     |                                        |                            |                                            |                   |        
|DEFERRED INCOME TAXES                |                                        |                            | 18,316                                     |                   |        
|                                     |                                        |                            |                                            |                   |        
|OTHER LIABILITIES                    |                                        |                            | 179                                        |                   |        
|                                     |                                        |                            |                                            |                   |        
|DISCONTINUED OPERATIONS              |                                        |                            |                                           |                   |        
|                                     |                                        |                            |                                            |                   |        
|STOCKHOLDERS' EQUITY:                |                                        |                            |                                            |                   |        
|                                     | Preferred stock                        |                            |                                            |                  |        
|                                     | Common stock                           |                            |                                            | 282               |        
|                                     | Additional paid-in capital             |                            |                                            | 122,932           |        
|                                     | Retained earnings                      |                            |                                            | 76,700            |        
|                                     | Accumulated other comprehensive income |                            |                                            | 4,446             |        
|                                     | Less: common stock held in treasury    |                            |                                            | (20,347           | )      
|                                     |                                        |                            |                                            |                   |        
|                                     |                                        | Total stockholders' equity |                                            |                   | 184,013
|                                     |                                        |                            |                                            |                   |        
|                                     |                                        |                            | Total liabilities and stockholders' equity |                   | $      
|                                     |                                        |                            |                                            |                   |        

The accompanying notes are an integral part of these consolidated financial statements.

3

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SEROLOGICALS CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF INCOME  (Unaudited and in thousands, except share and per share amounts)

|                                                     |                                              | Quarter Ended |       
|---------------------------------------------------- | -------------------------------------------- | ------------- | ------
|
|NET SALES                                            |                                              | $             | 36,504
|Cost of sales                                        |                                              |               | 17,034
|                                                     |                                              |               |       
|GROSS PROFIT                                         |                                              |               | 19,470
|OPERATING EXPENSES:                                  |                                              |               |       
|                                                     | Selling, general and administrative expenses |               |       
|                                                     | Research and development                     |               |       
|                                                     | Amortization of intangibles                  |               |       
|                                                     | Special charges                              |               |       
|                                                     |                                              |               |       
|OPERATING INCOME                                     |                                              |               | 5,162 
|                                                     | Other (income) expense, net                  |               |       
|                                                     | Write-off of deferred financing costs        |               |       
|                                                     | Interest expense                             |               |       
|                                                     | Interest income                              |               |       
|                                                     |                                              |               |       
|INCOME FROM CONTINUING OPERATIONS                    |                                              |               | 4,452 
|PROVISION FOR INCOME TAXES                           |                                              |               | 1,469 
|                                                     |                                              |               |       
|NET INCOME FROM CONTINUING OPERATIONS                |                                              |               | 2,983 
|Income from discontinued operations                  |                                              |               |      
|                                                     |                                              |               |       
|NET INCOME                                           |                                              | $             | 2,983 
|                                                     |                                              |               |       
|BASIC EARNINGS PER SHARE:                            |                                              |               |       
|                                                     | Continuing operations                        |               | $     
|                                                     | Discontinued operations                      |               |       
|                                                     |                                              |               |       
|                                                     | Net income                                   |               | $     
|                                                     |                                              |               |       
|DILUTED EARNINGS PER SHARE:                          |                                              |               |       
|                                                     | Continuing operations                        |               | $     
|                                                     | Discontinued operations                      |               |       
|                                                     |                                              |               |       
|                                                     | Net income                                   |               | $     
|                                                     |                                              |               |       
|WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |                                              |               |       
|                                                     | Basic                                        |               |       
|                                                     |                                              |               |       
|                                                     | Diluted                                      |               |       
|                                                     |                                              |               |       

The
accompanying notes are an integral part of these consolidated financial statements.

4

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SEROLOGICALS CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited and in thousands)

|                                                              |                                                                                                              | Quarter Ended                  |                                                    
|------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------------ | ---------------------------------------------------
|
|OPERATING ACTIVITIES:                                         |                                                                                                              |                                |                                                    
|                                                              | Net income                                                                                                   |                                | $                                                  
|                                                              | Income from discontinued operations                                                                          |                                |                                                    
|                                                              |                                                                                                              |                                |                                                    
|                                                              | Net income from continuing operations                                                                        |                                |                                                    
|                                                              | Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: |                                |                                                    
|                                                              | Depreciation and amortization                                                                                |                                |                                                    
|                                                              | Tax benefit from exercise of stock options                                                                   |                                |                                                    
|                                                              | Deferred and other compensation                                                                              |                                |                                                    
|                                                              | Deferred income tax provision                                                                                |                                |                                                    
|                                                              | Non-cash special charges and write-off of deferred financing costs                                           |                                |                                                    
|                                                              | Changes in operating assets and liabilities:                                                                 |                                |                                                    
|                                                              |                                                                                                              | Trade accounts receivable, net |                                                    
|                                                              |                                                                                                              | Inventories                    |                                                    
|                                                              |                                                                                                              | Other current assets           |                                                    
|                                                              |                                                                                                              | Accounts payable               |                                                    
|                                                              |                                                                                                              | Accrued liabilities            |                                                    
|                                                              |                                                                                                              | Other, net                     |                                                    
|                                                              |                                                                                                              |                                |                                                    
|                                                              |                                                                                                              | Total adjustments              |                                                    
|                                                              |                                                                                                              |                                |                                                    
|                                                              |                                                                                                              |                                | Net cash provided by operating activities          
|                                                              |                                                                                                              |                                |                                                    
|INVESTING ACTIVITIES:                                         |                                                                                                              |                                |                                                    
|                                                              | Purchases of property and equipment                                                                          |                                |                                                    
|                                                              | Disposition of business                                                                                      |                                |                                                    
|                                                              | Other                                                                                                        |                                |                                                    
|                                                              |                                                                                                              |                                |                                                    
|                                                              |                                                                                                              |                                | Net cash used in investing activities              
|                                                              |                                                                                                              |                                |                                                    
|FINANCING ACTIVITIES:                                         |                                                                                                              |                                |                                                    
|                                                              | Proceeds from stock plans                                                                                    |                                |                                                    
|                                                              | Other                                                                                                        |                                |                                                    
|                                                              |                                                                                                              |                                |                                                    
|                                                              |                                                                                                              |                                | Net cash provided by (used in) financing activities
|                                                              |                                                                                                              |                                |                                                    
|Net cash (used in) provided by discontinued operations        |                                                                                                              |                                | (1,763                                             
|Effects of exchange rate changes on cash and cash equivalents |                                                                                                              |                                | 90                                                 
|                                                              |                                                                                                              |                                |                                                    
|NET INCREASE IN CASH AND CASH EQUIVALENTS                     |                                                                                                              |                                | 9,946                                              
|CASH AND CASH EQUIVALENTS, beginning of period                |                                                                                                              |                                | 48,564                                             
|                                                              |                                                                                                              |                                |                                                    
|CASH AND CASH EQUIVALENTS, end of period                      |                                                                                                              | $                              | 58,510                                             
|                                                              |                                                                                                              |                                |                                                    
|Supplemental Disclosures:                                     |                                                                                                              |                                |                                                    
|Interest paid, net of amounts capitalized                     |                                                                                                              | $                              | 2,199                                              
|Income taxes paid                                             |                                                                                                              | $                              | 1,773                                              
|Non-Cash Investing and Financing Activities:                  |                                                                                                              |                                |                                                    
|Stock acquired by employees in lieu of cash bonus             |                                                                                                              | $                              | 54                                                 
|Contingent consideration payable                              |                                                                                                              | $                              | 438                                                

The
accompanying notes are an integral part of these consolidated financial statements.

5

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SEROLOGICALS CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  MARCH 28, 2004  (UNAUDITED)

1.     ORGANIZATION AND BASIS OF PRESENTATION



Serologicals Corporation, a Delaware corporation (together with its subsidiaries, the "Company" or "Serologicals"), is a global provider of biological products
and enabling technologies to life science companies. The Company's products are essential for the research, development and manufacture of biologically based life science products. The Company's
products and technologies are used in a wide variety of applications within the areas of oncology, hematology, immunology, cardiology and infectious disease research and detection, as well as in the
study of molecular biology. The Company's customers include many of the leading life sciences companies throughout the world.

The
Company conducts operations of its research segment through Chemicon International ("Chemicon"), which was acquired effective April 1, 2003. Chemicon provides a broad range of
specialty reagents, kits, antibodies and molecular biology tools to biotechnology, pharmaceutical and academic researchers working in the areas of neuroscience, infectious diseases, stem cell biology,
cancer, drug discovery and proteomics. Chemicon is also a leading supplier of monoclonal antibodies, conjugates, antibody blends and kits for use in diagnostic laboratories. Chemicon, headquartered in
Temecula, California, has manufacturing and distribution operations in California, Australia and the United Kingdom.

The
Company manufactures cell culture and diagnostic products in facilities located in North America and the United Kingdom. The Company operates protein fractionation facilities located
in Kankakee, Illinois and Toronto, Ontario and has a third facility under construction in Lawrence, Kansas. These facilities provide a variety of highly purified proteins used in diagnostic reagents
and cell culture media components for use in the development and manufacturing of biotechnology products. Additionally, these facilities produce a line of highly purified animal proteins known as cell
culture media components that are used primarily by biopharmaceutical and biotechnology companies as nutrient additives in cell culture media. One example of these media components is
EX-CYTE®, which is produced through a patented manufacturing process. The Company manufactures monoclonal antibodies in its Scotland facility. The monoclonal antibodies are
used in diagnostic products such as blood typing reagents and in controls for diagnostic tests for certain infectious diseases. The Company also operates a facility in Milford, Massachusetts that
includes a central distribution facility as well as operations related to production of substrates used in diagnostic assays.



The accompanying unaudited 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 of the Securities Exchange Act of 1934. 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 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

6

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audited
consolidated financial statements as of December 28, 2003 and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended
December 28, 2003.

Certain
prior year amounts have been reclassified to conform to the current year presentation.



Inventories are stated at the lower of cost or market, cost being determined on a first-in, first-out basis. Market for product
inventories is net realizable value.

Inventories
at March 28, 2004 and December 28, 2003 consisted of the following (in thousands):

2004

2003Raw materials

$
11,144

$
9,097Work in process


8,154


10,554Finished goods


18,313


14,175Total

$
37,611

$
33,826




On October 17, 2003, the Company entered into interest rate swap agreements relating to $70.0 million principal amount of its 4.75% Convertible
Senior Subordinated Debentures due August 15, 2033 (the "Debentures"). The objective of the swaps are to convert the 4.75% fixed interest rate on this portion of the Debentures to a variable
interest rate based on the 6-month LIBOR at the end of each interest period plus a spread of 66 basis points. The gain or loss from changes in the fair value of the swaps is expected to
offset the gain or loss from the changes in the fair value of the cash flows
from the interest payments of 54% of the Debentures throughout the expected life of the Debentures. At March 28, 2004 and December 28, 2003, the fair market value of the interest rate
swaps was $2.2 million and $0.9 million, respectively. The Company analyzed ineffectiveness on the swaps at March 28, 2004 and determined that ineffectiveness was immaterial. This
interest rate swaps were designated and qualified as a fair value hedge in accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative and Hedging
Activities" and related interpretations and amendments. The fair value of the interest rate swaps was included in "Other assets" in the accompanying Consolidated Balance Sheets. The Company also
adjusts the carrying amount of the Debentures by the changes in the fair value of the swaps.



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
diluted earnings per share is similar to basic earnings per share, except that net income is adjusted by the after-tax interest expense on Debentures that are dilutive and the weighted
average number of shares includes the dilutive effect of stock options, stock awards, and Debentures. The dilutive effect of the Debentures were included in diluted earnings per share for the first
time during the quarter ended March 28, 2004 as one of the conversion triggers was met during the period.

7

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The
following table sets forth the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

Quarter EndedMarch 28,
2004

March 30,
2003Numerator:Basic net income from continuing operations

$
2,983

$
1,920Plus: interest expense on Debentures, net of tax


679


Diluted net income from continuing operations, as adjusted


3,662


1,920Basic income from discontinued operations





102Plus: interest expense on Debentures, net of tax





Diluted income from discontinued operations, as adjusted





102Basic net income


2,983


2,022Plus: interest expense on Debentures, net of tax


679


Diluted net income, as adjusted

$
3,662

$
2,022Denominator:Basic earnings per shareweighted average shares outstanding


24,830


24,454Effect of dilutive securities:Debentures


8,790


Stock options


539


306Common stock awards


27


16Diluted earnings per shareweighted average shares outstanding


34,186


24,776Basic earnings per share:Continuing operations

$
0.12

$
0.08Discontinued operations





Net income

$
0.12

$
0.08Diluted earnings per share:Continuing operations

$
0.11

$
0.08Discontinued operations





Net income

$
0.11

$
0.08


For
the quarters ended March 28, 2004 and March 30, 2003, the effect of diluted shares associated with options totaling approximately 0.6 million and
1.3 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 common stock during
the period and thus were considered anti-dilutive.



At March 28, 2004, the Company had three stock-based employee compensation plans. The Company accounts for these plans under the recognition and
measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost
was reflected in net income, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting

8

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for
Stock-Based Compensation," to stock-based employee compensation (in thousands, except per share amounts):

Quarter EndedMarch 28,
2004

March 30,
2003Net income, as reported

$
2,983

$
2,022Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects


497


488Pro forma net income

$
2,486

$
1,534Earnings per share:Basicas reported

$
0.12

$
0.08Basicpro forma


0.10


0.06Dilutedas reported

$
0.11

$
0.08Dilutedpro forma


0.09


0.06


Under
SFAS No. 123, the fair value of stock-based awards is calculated through the use of option-pricing models, even though such models were developed to estimate the fair value
of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company's stock option grants. These models also require subjective assumptions,
including future stock price volatility and expected lives of each option grant.



The following table sets forth the calculation of comprehensive income for the periods indicated below (in thousands):

Quarter EndedMarch 28,
2004

March 30,
2003Net income, as reported

$
2,983

$
2,022Other comprehensive income, net of tax:Foreign currency translation adjustments


255


640Comprehensive income

$
3,238

$
2,662


2.     ACQUISITION

Effective April 1, 2003, Serologicals completed the acquisition of 100% of the common stock of Chemicon, a privately-owned company based in Temecula,
California. The acquisition of Chemicon greatly expanded the Company's range of products and customers within the research market. The purchase price of $95 million in cash was initially funded
with the proceeds from an $82.5 million five-year term loan and cash on hand. The results of operations of Chemicon are included in the Company's financial statements beginning
April 1, 2003.

The
Company has completed its evaluation of a restructuring of certain components of Chemicon's operations, which was contemplated at the date of acquisition. As a result, certain
European operations will be closed and a portion relocated. The Company accrued $1.8 million related to lease termination and relocation costs. This amount was recorded to goodwill as an
adjustment to the purchase price of Chemicon in accordance with Emerging Issues Task Force ("EITF") 95-3, "Recognition of Liabilities in

9

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Connection
with a Purchase Business Combination." The Company expects to complete the shutdown and relocation in the first half of 2005.

The
following table summarizes the Company's results of operations on an actual basis for the quarter ended March 28, 2004 and on a pro forma basis for the quarter ended
March 30, 2003 as if the acquisition of Chemicon had occurred at the beginning of the quarter ended March 30, 2003. These results do not purport to represent what the results of
operations for Serologicals would have actually been or to be indicative of the future results of operations of Serologicals (in thousands, except per share amounts).

2004

2003Revenue

$
36,504

$
33,133Net income from continuing operations


2,983


1,740Net income


2,983


1,842Net income from continuing operations per common share:Basic

$
0.12

$
0.07Diluted


0.11


0.07Net income per common share:Basic

$
0.12

$
0.08Diluted


0.11


0.07


3.     DISCONTINUED OPERATIONS

On January 15, 2004, the Company completed the divestiture of its therapeutic plasma business to Gradipore Limited ("Gradipore"), a company based in
Sydney, Australia, effective December 28, 2003. As a result, this business was classified as a discontinued operation as it met the criteria prescribed by SFAS No. 144, "Impairment of
Long-Lived Assets and Discontinued Operations." The therapeutic plasma business consisted of the Company's ten plasma collection centers and a central testing laboratory. The Company
received $3.5 million in cash at closing. Gradipore also assumed $1.3 million of current and long term liabilities of the business. The balance consisted of two secured promissory notes:
a short term note in the amount of $1.5 million bearing interest at the London Interbank Offered Rate ("LIBOR") plus 5% due on December 31, 2004, and a long term note ("Long Term Note"),
which was recorded at its estimated net realizable value of $6.4 million. The Long Term Note is non-interest bearing and includes payment terms of $1.0 million on
July 31, 2004 and quarterly payments of $1.1 million beginning on April 30, 2005 through July 31, 2007. These payments may be partially deferred until July 31, 2007
if certain revenue goals are not achieved by the therapeutic plasma business, as defined in the stock purchase agreement relating to the divestitures. The Long Term Note also includes a 15% per annum
discount for any amounts paid prior to their due date.

At
December 28, 2003, the assets of discontinued operations have been reclassified on the accompanying Consolidated Balance Sheets to reflect the anticipated realization based on
the

10

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maturities
of the net realizable value of the total consideration. The following table presents the assets and liabilities of discontinued operations as of December 28, 2003 (in thousands):

Assets:Cash overdraft

$
(70
)Trade accounts receivable


6,112Inventories


5,481Other current assets


127Property and equipment, net


943Goodwill and other intangible assets


Other noncurrent assets


39Total assets


12,632Less: Amounts presented as current


7,019Amounts presented as long-term

$
5,613Liabilities:Accounts payable and accrued liabilities

$
2,864Noncurrent liabilities


172$
3,036


The
following table presents results of operations from discontinued operations for the quarter ended March 30, 2003 (in thousands):

2003Net sales

$
8,185Cost of sales


6,235Gross profit


1,950Selling, general and administrative


914Research and development


100Amortization of intangibles


6Special charges


778Operating income


152Other income, net


(4
)Income before taxes


156Income tax provision


54Income from discontinued operations

$
102


4.     SEGMENT INFORMATION

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" defines operating segments to be those components of a business for
which separate financial information is available that is regularly evaluated by management in making operating decisions and in assessing performance. SFAS No. 131 further requires that the
segment information presented be consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting in making internal operating
decisions. The operations of the Company's subsidiaries are organized into three primary operating segments: Research Products ("Research"), Cell Culture Products ("Cell Culture") and Diagnostic
Products ("Diagnostics"). These segments are based primarily on the differing production, manufacturing and other value-added processes performed by the

11

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Company
with respect to the products and, to a lesser extent, the differing end use and customer bases to which each reportable segment sells its products.

The
activities of the Research segment primarily include manufacturing and sales of reagents, cell-based assays, antibodies and molecular biology products. The Cell Culture
segment products consist of cell culture media and supplements for drug development, biomanufacturing and
life science research. The Company's most significant product within this segment is EX-CYTE®. Other key products within the Cell Culture segment include proprietary bovine
serum albumin, human recombinant insulin and other products used principally in mammalian cell culture. The key products within the Diagnostic segment are monoclonal antibodies used in blood typing
reagents and diagnostic antibodies.

The
Company's segment information for the quarters ended March 28, 2004 and March 30, 2003 is as follows (in thousands):

Quarter EndedMarch 28,
2004

March 30,
2003Net sales:Research Products

$
15,171

$
1,048Cell Culture Products


14,442


13,766Diagnostic Products


6,891


7,169Total

$
36,504

$
21,983Gross profit:Research Products

$
9,307

$
817Cell Culture Products


7,143


7,079Diagnostic Products


3,020


3,873Total

$
19,470

$
11,769


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 about Serologicals Corporation and its subsidiaries (collectively, "Serologicals" or the "Company" or "we" or "our" or "us") that are subject to risks and
uncertainty. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by the use
of words such as "may," "will," "expect," "anticipate," "intend," "estimate," "plan," "believe," or "continue" and other words of similar meaning or future or conditional verbs such as "will,"
"should," "would," and "could." Forward-looking statements include discussions of our expected business outlook, future operations, financial performance, pending acquisitions, financial strategies,
future working capital needs and projected industry trends, as well as our strategies for growth, product development, regulatory approvals and compliance, market position and
expenditures.

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. These assumptions could prove inaccurate, or unknown risks or uncertainties could
materialize, which could cause our actual results to differ materially from our expectations or predictions. Many of these factors are beyond our ability to control or
predict.

12

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Factors that could cause our actual results to differ materially include:



You should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as
of the date they are made, and we undertake no obligation to update any of them in light of new information or future events. The factors listed above (in addition to other possible factors not
listed) could affect our actual results and cause these results to differ materially from those expressed in forward-looking statements made by us or on our behalf.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Serologicals, with facilities in North America, Europe, and Australia, is a global provider of biological products and enabling technologies to life science
companies. Our products are essential for the research, development and manufacturing of biologically based life science products. Our products and technologies are used in a wide variety of
applications within the areas of oncology, hematology, immunology, cardiology and infectious diseases, as well as in the study of molecular biology. Our customers include many of the leading life
science companies throughout the world.

Our
business is organized into three operating segments: Research Products, Cell Culture Products and Diagnostic Products. These segments are based primarily on the differing production,
manufacturing and other value-added processes that we perform with respect to the products and to a lesser extent, the differing nature of the ultimate end use of our products. Prior to our decision
to exit the therapeutic plasma business, the Company reported a fourth operating segment, Therapeutics

13

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Products,
for the first two quarters of fiscal 2003. The therapeutics plasma business is now reported as discontinued operations.

We
conduct the operations of our Research Products segment through Chemicon International ("Chemicon"), which we acquired in April 2003. Chemicon provides a broad range of
specialty reagents, kits, antibodies and molecular biology tools to biotechnology, pharmaceutical and academic researchers working in the areas of neuroscience, infectious diseases, stem cell biology,
cancer, drug discovery and proteomics. Chemicon is also a leading supplier of monoclonal antibodies, conjugates, antibody blends and molecular biology-based detection kits for use in diagnostic
laboratories. Chemicon, headquartered in Temecula, California, has manufacturing and distribution operations in California, Australia and the United Kingdom.

We
manufacture our Cell Culture and Diagnostic Products in facilities located in North America and the United Kingdom. We operate protein fractionation facilities located in Kankakee,
Illinois and Toronto, Ontario and have a third facility under construction in Lawrence, Kansas. These facilities provide a variety of highly purified proteins used in diagnostic reagents and cell
culture media components for use in the development and manufacturing of biotechnology products. Additionally, these facilities produce a line of highly purified animal proteins known as cell culture
media components that are used primarily by biopharmaceutical and biotechnology companies as nutrient additives in cell culture media. The Company's most significant product within the Cell Culture
segment is EX-CYTE®, which is produced through a patented manufacturing process. Other key products within the Cell Culture segment include proprietary bovine serum albumin
("BSA"), human recombinant insulin ("Insulin") and other products used principally in mammalian cell culture.

We
manufacture monoclonal antibodies in our Scotland facility. These monoclonal antibodies are used in diagnostic products such as blood typing reagents and in controls for diagnostic
tests for certain infectious diseases. We operate a facility in Milford, Massachusetts that includes a central distribution facility as well as operations related to production of substrates used in
diagnostic assays. The key products within the Diagnostic segment are monoclonal antibodies used in blood typing reagents and diagnostic antibodies.

Critical Accounting Policies

There have been no material changes regarding Serologicals' critical accounting policies from those discussed under the caption "Critical Accounting Policies" in
"Item 7-Management's Discussion and Analysis of Financial Conditions and Results of Operations" in our Annual Report on Form 10-K for the year ended December 28,
2003.

Results of Operations

The following discussion and analysis of Serologicals' financial condition and results of operations should be read in conjunction with the unaudited Condensed
Consolidated Financial Statements and Notes thereto.

14

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The following table sets forth certain operating data of Serologicals as a percentage of net sales for the periods indicated below:

Quarter EndedMarch 28,
2004

March 30,
2003Net sales

100.0
%
100.0
%Gross profit

53.3
%
53.5
%Selling, general and administrative expenses

32.0
%
31.6
%Research and development

5.4
%
4.2
%Amortization of intangibles

1.8
%
1.1
%Special charges



0.8
%Operating income

14.1
%
15.8
%


The
following table sets forth a breakdown of revenue and gross profit contributed by segment for the quarters ended March 28, 2004 and March 30, 2003 (dollars in
thousands):

Quarter EndedMarch 28, 2004

March 30, 2003Actual

% Total

Actual

% TotalNet sales:Research Products

$
15,171

42
%
$
1,048

4
%Cell Culture Products


14,442

39
%

13,766

63
%Diagnostic Products


6,891

19
%

7,169

33
%$
36,504

100
%
$
21,983

100
%




Actual

GM %

Actual

GM %Gross profit:Research Products

$
9,307

61
%
$
817

78
%Cell Culture Products


7,143

49
%

7,079

51
%Diagnostic Products


3,020

44
%

3,873

54
%$
19,470

53
%
$
11,769

54
%


NET SALES AND GROSS PROFIT

Consolidated

Consolidated net sales and gross profit increased $14.5 million and $7.7 million, respectively, primarily due to increased sales as a result of the
acquisition of Chemicon in April 2003. Gross margins declined 1% during the quarter ended March 28, 2004 compared to the quarter ended March 30, 2003, primarily due to expenses
associated with a production halt at our Toronto facility early in the first quarter of 2004 due to a "mad-cow" scare in Washington State, impact of operating our Scotland facility at a
lower utilization in order to more accurately match inventory levels to anticipated customer demand and effects of foreign currency.

Research Products

Sales and gross profit of Research Products in the first quarter of 2004 increased $14.1 million and $8.5 million, respectively, over the prior year
quarter as a result of the Chemicon acquisition in April 2003. Chemicon's sales and gross profit for the first quarter of 2003 (prior to the acquisition)

15

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were
$11.3 million and $7.0 million, respectively. Chemicon reported sales increases of 16% in the United States, 26% in Europe and 53% in Asia for the first quarter of 2004 compared to
the first quarter of 2003. Specific product lines that reported strong growth over the prior year quarter were apoptosis, cell signaling and bulk reagents as well as custom services and intellectual
property licensing. Changes in foreign currency exchange rates increased dollar-denominated Research Products' sales by $0.7 million in the first quarter of 2004.

Cell Culture Products

Sales of Cell Culture Products increased 5% to $14.4 million in the first quarter of 2004 compared to the first quarter of 2003. Sales of
EX-CYTE® in the first quarter of 2004 were $3.6 million, compared to $4.6 million in the first quarter of 2003. The decrease was primarily due to timing of
customer shipments in 2004. Sales of the Company's proprietary BSA were $4.3 million for each of the first quarters of 2004 and 2003. Sales of insulin increased $2.4 million, or 84%,
from $2.8 million in the first quarter of 2003 to $5.2 million in the first quarter of 2004. Insulin sales increased primarily because of additional availability of this product from our
supplier and the exiting of one of the Company's competitors from this market space. The Company expects insulin sales to continue to grow in 2004 but at a more modest rate than experienced in the
third and fourth quarters of 2003 and the first quarter of 2004.

Gross
margins for Cell Culture Products decreased in the current quarter primarily due to product mix and expenses of approximately $0.5 million or 4% of Cell Culture sales
related to a production halt at our Toronto facility early in the first quarter of 2004 due to a "mad-cow" scare in Washington State. The production halt resulted from our inability to
transport raw materials from our U.S. supplier to our facility in Toronto. As a result, much of our Toronto plant was idle for approximately a month until all of the importation clearances from the
Canadian government were obtained. The plant is now fully operational and running near capacity and we expect to meet customer demand for the remainder of 2004.

Diagnostic Products

Sales of Diagnostic Products were down slightly in the first quarter of 2004 compared to the first quarter of 2003. Sales of diagnostic monoclonal antibodies and
related products were $5.4 million in the first quarter of 2004, compared with $5.3 million in the first quarter of 2003. Sales of disease state antibodies, detection products and other
diagnostic products decreased during the first quarter of 2004 from the same period in the prior year, primarily because the prior year's first quarter included sales of certain Diagnostic Products
that were sourced from our donor center network, which was sold as part of the therapeutic plasma divestiture. Gross margins on Diagnostic Products were 44% for the first quarter of 2004 compared with
54% in the first quarter of 2003. The decline in gross margin is due primarily to the impact of operating our Scotland facility at a lower utilization in order to more accurately match inventory
levels to anticipated customer demand, customer mix and the effects of foreign currency. The Company expects Diagnostic gross margin to be lower than those experienced in the prior year, but trend
towards 2003 Diagnostic's gross margin over the remainder of the year on a quarter to quarter basis. Changes in foreign currency exchange rates increased dollar-denominated Diagnostic Products' sales
and gross profit by $0.4 million and $30,000, respectively, in the first quarter of 2004 as compared to the first quarter of 2003.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses increased $4.7 million from $7.0 million (32% of net sales) in the first quarter of 2003 to
$11.7 million (32% of net sales) in the same period of 2004, primarily due to the acquisition of Chemicon in April 2003. Chemicon accounted for $5.5 million of SG&A in the first
quarter of 2004. The increase attributable to Chemicon was partially offset as the

16

---



Company
continued to emphasize cost controls over SG&A at all locations including its corporate office. Management expects SG&A to be under 30% of consolidated sales for the full fiscal year 2004.

RESEARCH AND DEVELOPMENT

Research and development expense increased 112% in the first quarter of 2004 over the prior year's quarter, and represented over 5% of sales in the current year's
period, compared with 4% in the first quarter of 2003 due to the acquisition of Chemicon in April 2003. Chemicon accounted for $1.0 million of research and development expenses in the
first quarter of 2004.

AMORTIZATION OF INTANGIBLES

Amortization of intangibles increased from $0.2 million in the first quarter of 2003 to $0.7 million in the first quarter of 2004 due to the
acquisition of Chemicon effective April 1, 2003. The Chemicon acquisition added $0.4 million in amortization during the first quarter of 2004 compared to the same period of 2003.

SPECIAL CHARGES AND WRITE-OFF OF DEFERRED FINANCING COSTS

During the first quarter of 2003, the Company incurred charges of approximately $0.6 million. The components of these charges included approximately
$0.4 million related to the write-off of debt issuance costs associated with our revolving credit facility that was replaced on April 7, 2003, which was included in
"Write-off of deferred financing costs" in the accompanying Consolidated Statements of Income. The balance, $0.2 million, related to a loss associated with an equipment failure at
our Toronto facility, which was included in "Special charges" in the accompanying Consolidated Statements of Income.

OTHER (INCOME) EXPENSE, NET

Other (income) expense, net consists primarily of gains and losses from foreign currency transactions and income from transition services associated with the
therapeutic plasma divestiture. Recognized losses on foreign exchange totaled approximately $0.2 million for the first quarter of 2004, compared to a loss of approximately $0.1 million
in the first quarter of 2003. Income from transition services was $0.4 million in the first quarter of 2004. The Company expects income from transition services to continue at a similar rate as
the first quarter of 2004 until June 2004. The Company did not have any income from transition services in 2003.

INTEREST EXPENSE

Interest expense increased from $0.1 million during the first quarter of 2003 to $1.1 million during the first quarter of 2004. The increase in
interest expense was due to interest on the Company's 4.75% Convertible Senior Subordinated Debentures, which were issued on August 22, 2003.

INTEREST INCOME

Interest income increased from $0.1 million during the first quarter of 2003 to $0.2 million during the first quarter of 2004. The increase in
interest income was due to maintaining higher cash balances during the first quarter of 2004 compared to the first quarter of 2003.

PROVISION FOR INCOME TAXES

The provision for income taxes as a percentage of income before taxes decreased from 35% during the first quarter of 2003 to 33% during the first quarter of 2004.
The Company's effective tax rate

17

---



declined
during the first quarter of 2004 because it expects higher tax credits and generation of more of the Company's income in lower tax jurisdictions during the fiscal year.

Liquidity and Capital Resources

The following table sets forth certain indicators of financial condition and liquidity as of March 28, 2004 and December 28, 2003 (in thousands):

March 28,
2004

December 28,
2003Cash and cash equivalents

$
58,510

$
48,564Working capital


106,234


104,760Convertible debentures


132,207


130,916Stockholders' equity


184,013


178,972Total debt to equity


72
%

73
%


Serologicals
has three principal sources of near-term liquidity: (1) existing cash and cash equivalents; (2) cash generated by operations; and
(3) available borrowing capacity under the revolving credit facility ("Revolver"), which provides for a maximum borrowing capacity of $30.0 million. As of April 30, 2004, the
Company had $30.0 million available under the Revolver. Management believes the Company's liquidity and capital resources are sufficient to meet its working capital, capital expenditure and
other anticipated normal operating cash requirements over the next twelve months. However, the Company may be required to issue additional debt or equity over the next twelve months to finance
potential acquisitions.

Net
cash provided by operating activities was $12.5 million and $5.1 million during the first quarters of 2004 and 2003, respectively. Operating assets and liabilities
decreased $6.2 million and $0.5 million during the first quarters of 2004 and 2003, respectively. Operating assets and liabilities decreased more during the first quarter of 2004
primarily due to a larger reduction in accounts receivables. Accounts receivables declined $13.6 million during the first quarter of 2004 compared to a reduction of $4.6 million during
the first quarter of 2003. Accounts receivables declined more in the first quarter of 2004 due to timing of shipments during the quarter. During the first quarter of 2004, 53% of the quarter's
shipments occurred in March compared to 70% during the same period in 2003. The remaining increase in cash provided by operating activities is due to higher net income from operations, depreciation
and amortization and tax benefit from exercise of stock options. Depreciation and amortization increased in the first quarter of 2004 compared to the same period in 2003 due to the acquisition of
Chemicon effective April 1, 2003.

Net
cash used in investing activities in the first quarter of 2004 was $2.1 million, compared with $1.9 million in the first quarter of 2003. Capital expenditures for the
first quarter of 2004 consisted primarily of the construction of the Company's new Bio-Process Manufacturing Facility in Lawrence, Kansas. During the first quarter of 2004, the Company
also received the initial cash payment of $3.5 million from the sale of the therapeutic plasma business. The Company anticipates capital expenditures for the remainder of the year to total
approximately $5.5 million to $7.5 million. The most significant capital expenditure anticipated for the remainder of 2004 is the completion of the Bio-Process Manufacturing
Facility in Lawrence, Kansas and the implementation of our enterprise resource planning system at Chemicon.

Net
cash provided by financing activities in the first quarter of 2004 was $1.3 million, compared with net cash used in financing activities of $0.2 million in the first
quarter of 2003. Financing activities in the first quarter of 2004 consisted of proceeds from the exercise of stock options.

There
have been no material changes regarding Serologicals' contractual obligations from the information provided in our Annual Report on Form 10-K for the fiscal year
ended December 28,

18

---



2003.
The contractual obligations are discussed under the caption "Liquidity and Capital Resources" in "Item 7Management's Discussion and Analysis of Financial Condition and Results of
Operations," contained in the Form 10-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes regarding Serologicals' market risk position from the information provided in our Annual Report on
Form 10-K for the fiscal year ended December 28, 2003. 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 Form 10-K.

Item 4. Controls and Procedures

As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be
included in our periodic reports filed with the Securities and Exchange Commission. In addition, we reviewed our internal controls, and there have been no significant changes in our internal controls
or in other factors during the period covered by this report that materially affected, or are reasonable likely to materially affect, our internal controls over financial reporting.

There
were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

PART II.

Item 1. Legal Proceedings

The Company is involved in certain litigation arising in the ordinary course of business. In management's opinion, the ultimate resolution of these matters will
not have a material adverse effect on the Company's financial position or results of operations.

19

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Item 6. Exhibits and Reports on Form 8-K



| |  |  |  | 3.1   |  | Amended and Restated Certificate of Incorporation (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the period ending December 29, 2002 is hereby incorporated by reference.)                                                                                                                                                                                              
| |  |  |  | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | 3.2   |  | Amended and Restated By-laws (Exhibit 3.4 to the Company's Registration Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby incorporated by reference).                                                                                                                                                                                                     
| |  |  |  | 4.1   |  | Specimen Common Stock Certificate (Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 33-91176), effective June 14, 1995, is hereby incorporated by reference).                                                                                                                                                                                                
| |  |  |  | 4.2.1 |  | Specimen Form of Rights Certificate (Exhibit 2.1 of the Company's Registration Statement on Form 8-A (File No.000-26126) filed August 10, 1999, is hereby incorporated by reference).                                                                                                                                                                                                 
| |  |  |  | 4.2.2 |  | Form of Rights Agreement, dated as of August 2, 1999, between the Company and State Street Bank & Trust Company, N.A. (Exhibit 2.2 of the Company's Registration Statement on Form 8-A (File No. 000-26126) filed August
10, 1999, is hereby incorporated by reference).                                                                                                              
| |  |  |  | 4.2.3 |  | Summary of Rights Plan (Exhibit 2.4 of the Company's Registration Statement on Form 8-A filed August 10, 1999).                                                                                                                                                                                                                                                                       
| |  |  |  | 4.3.1 |  | Indenture, dated as of August 20, 2003, between Serologicals Corporation and The Bank of New York, as Trustee, for the 4.75% Convertible Senior Subordinated Debentures due 2033, including the form of 4.75% Convertible
Senior Subordinated Debenture due 2033 (Exhibit 4.1 to the Company's Current Report on Form 8-K, dated August 21, 2003 is hereby incorporated by reference).
| |  |  |  | 4.3.2 |  | Registration Rights Agreement, made and entered into as of August 20, 2003, by and among Serologicals Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and UBS Securities LLC (Exhibit 4.2 to the
Company's Current Report on Form 8-K, dated August 21, 2003 is hereby incorporated by reference).                                                           
| |  |  |  | 10.1  |  | Employment Agreement between the Company and Dennis W. Harris, Ph.D. *                                                                                                                                                                                                                                                                                                               
| |  |  |  | 31.1  |  | Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                      
| |  |  |  | 31.2  |  | Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                      
| |  |  |  | 32.1  |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                   
| |  |  |  | 32.2  |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                   

---

20

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| |  |  |  | 1) |  | Form 8-K announcing the Company's expectations for financial results for 2004, filed on January 12, 2004.                 
| |  |  |  | -- |  | --------------------------------------------------------------------------------------------------------------------------
| |  |  |  | 2) |  | Form 8-K announcing the completed sale of the therapeutic plasma business to Gradipore Limited, filed on January 27, 2004.
| |  |  |  | 3) |  | Form 8-K furnishing the Company's fourth quarter 2003 earnings release filed on February 18, 2004.                        
| |  |  |  | 4) |  | Form 8-K/A filing the pro forma financial statements for the therapeutic plasma disposition filed on March 12, 2004.      

21

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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: May 7, 2004 |  | BY:                                                                                                                                           
|                  |  | Harold W. Ingalls Duly Authorized Officer of the Registrant, Vice President, Finance and Chief Financial Officer (Principal Financial Officer)

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