-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FtZzZCljbXy0GWIg1KF1iTZtY/SfDyLsHmLyCcWJ7kA5uUA/lSGPvhoXIl1anGOD +LTglmfcb+96WjEAjMYxrg== 0000950137-97-002836.txt : 19970818 0000950137-97-002836.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950137-97-002836 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970303 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970815 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCUMED INTERNATIONAL INC CENTRAL INDEX KEY: 0000888335 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 364054899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20652 FILM NUMBER: 97664964 BUSINESS ADDRESS: STREET 1: 920 N FRANKLIN ST STREET 2: STE 402 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126429200 MAIL ADDRESS: STREET 1: 920 N FRANKLIN STREET STREET 2: SUITE 402 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: ALAMAR BIOSCIENCES INC DATE OF NAME CHANGE: 19950504 8-K/A 1 AMENDMENT #3 TO FORM 8-K 1 _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-K/ A AMENDMENT NO. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 3, 1997 ACCUMED INTERNATIONAL, INC. --------------------------- (Exact name of registrant as specified in its charter) Delaware 0-20652 36-4054899 ------------------ ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 900 N. Franklin Street, Suite 401, Chicago, Illinois 60610 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 642-9200 ____________________________________________________________ (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired: Net Assets Sold of Difco Microbiology Systems, Inc.: 1. Independent Auditors' Report 2. Statement of Net Assets Sold as of December 31, 1996 and December 31, 1995 3. Statement of Revenues and Expenses for the 12 months ended December 31, 1996 and December 31, 1995 4. Notes to financial statements (b) Pro Forma Financial Information: AccuMed International, Inc.: 1. Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1996. 2. Pro Forma Condensed Consolidated Statement of Operations for the 12 months ended December 31, 1996. 3. Notes to Pro Forma Condensed Consolidated Financial Statements. (c) Exhibits: 23.1 Consent of Perrin, Fordree & Company, P.C. 2 3 Independent Auditors' Report To the Board of Directors Difco Microbiology Systems, Incorporated Detroit, Michigan We have audited the accompanying statement of net assets sold of DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED as of December 31, 1996 and 1995, and the related statement of revenue and expenses for the years then ended. These statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of net assets sold. We believe that our audit provides a reasonable basis for our opinion. The accompanying statements were prepared to present the net assets of DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED sold to AccuMed International, Inc. pursuant to the purchase agreement described in Note 1, as well as the revenues and expenses related to those assets, and is not intended to be a complete presentation of the Company's assets, liabilities, and results of operations. In our opinion, the accompanying statement of net assets sold presents fairly, in all material respects, the net assets of DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED at December 31, 1996 and 1995, sold pursuant to the purchase agreement referred to in Note 1, as well as the related results of operations for the years then ended, in conformity with generally accepted accounting principles. This report is intended solely for the information and use of the boards of directors and managements of DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED and AccuMed International Incorporated, and for filing with the Securities and Exchange Commission, and should not be used for any other purpose. PERRIN, FORDREE & COMPANY, P.C. /s/ Perrin, Fordree & Company, P.C. Troy, Michigan March 18, 1997 4 DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED STATEMENT OF NET ASSETS SOLD
DECEMBER 31, -------------------------- 1996 1995 ----------- ----------- CURRENT ASSETS: Accounts receivable - trade $ 2,241,371 $ 1,832,072 Inventories 1,384,779 2,480,129 ----------- ----------- Total current assets 3,626,150 4,312,201 PROPERTY AND EQUIPMENT: Machinery and equipment 2,338,970 2,118,166 Furniture and fixtures 477,745 477,745 Computer equipment 234,687 190,751 Laboratory equipment 131,758 131,758 ESP equipment 8,438,458 6,803,912 Valuation Reserve (Note 5) (2,100,000) - ----------- ----------- 9,521,618 9,722,332 Less accumulated amortization and depreciation 5,130,981 3,299,674 ----------- ----------- 4,390,637 6,422,658 Construction in progress 31,514 - ----------- ----------- 4,422,151 6,422,658 OTHER ASSETS: Patents (net of accumulated amortization of $30,769 and $22,909 at 1996 and 1995 respectively) 29,331 26,191 Trademarks (net of accumulated amortization of $4,515 and $3,570 at 1996 and 1995 respectively) 4,939 5,784 ----------- ----------- 34,270 31,975 ----------- ----------- OTHER LIABILITIES: Warranty reserves (Note 9) 1,500,000 450,000 ----------- ----------- Net assets sold $ 6,582,571 $10,316,834 =========== ===========
The accompanying notes are an integral part of the financial statements. -2- 5 DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED STATEMENT OF REVENUE AND EXPENSES
YEAR ENDED DECEMBER 31, ------------------------------------------------------ 1 9 9 6 1 9 9 5 ---------------------- ---------------------- SALES: Net of returns and allowances $16,478,453 104.1 % $12,974,937 105.3 % Less shipping charges and discounts allowed 643,719 4.1 650,803 5.3 ----------- ------ ----------- ------ NET SALES 15,834,734 100.0 12,324,134 100.0 COST OF SALES: Cost of products sold 9,326,458 58.9 7,425,469 60.3 ESP equipment depreciation 1,368,119 8.6 925,630 7.5 Depreciation 543,286 3.4 567,741 4.6 Warranty repairs 486,000 3.1 644,587 5.2 Scrap 102,373 .7 137,502 1.1 ----------- ------ ----------- ------ 11,826,236 74.7 9,700,929 78.7 ----------- ------ ----------- ------ GROSS PROFIT 4,008,498 25.3 2,623,205 21.3 OPERATING EXPENSES: Amortization 8,805 .1 7,045 .1 Microbiology systems expense 3,973,918 25.1 5,375,688 43.6 Research and development 1,559,579 9.9 1,130,909 9.2 Distribution allocation 411,698 2.6 463,532 3.8 Finance 300,062 1.9 247,371 2.0 Purchasing 65,324 .4 123,913 1.0 Production planning 212,103 1.3 102,446 .8 General and administrative 462,325 2.9 431,648 3.5 Warranty expense (Note 9) 1,050,000 6.6 - - Valuation reserve (Note 5) 2,100,000 13.3 - - ----------- ------ ----------- ------ 10,143,814 64.1 7,882,552 64.0 ----------- ------ ----------- ------ NET INCOME (LOSS) BEFORE TAXES (6,135,316) (38.8) (5,259,347) (42.7) INCOME TAX EXPENSE (BENEFIT) (2,337,263) (14.8) (1,998,552) (16.2) ----------- ------ ----------- ------ NET INCOME (LOSS) $(3,798,053) (24.0)% $(3,260,795) (26.5)% =========== ====== =========== ======
The accompanying notes are an integral part of the financial statements. -3- 6 DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 NOTE 1 - SALE OF NET ASSETS TO ACCUMED INTERNATIONAL INCORPORATED: On March 3, 1997 the directors of Difco Microbiology Systems Incorporated (the Company) (a wholly owned subsidiary of Difco Laboratories, Inc. (Difco)) signed an Asset Purchase Agreement to sell its clinical ESP blood culture business to AccuMed International, Incorporated (AccuMed), a manufacturer of laboratory diagnostic equipment, for $6,000,000 in cash, of which $400,000 will be placed in escrow for one year to secure certain representations and warranties. The Company will retain the industrial ESP business. In connection with the sale, Difco signed a manufacturing agreement whereby it agrees to manufacture and supply to AccuMed, on a cost plus basis, bottle disposable products, dehydrated culture media and proprietary ingredients for a minimum two year period, as well as several licensing agreements. NOTE 2 - BASIS OF FINANCIAL STATEMENTS: The financial statements being presented include the results of operations of the clinical ESP blood culture business as well as the net assets sold to AccuMed as described in the asset purchase agreement noted above. The revenues and expenses of the clinical ESP business are recorded on the books and records of the Company, which is the sales and marketing entity for the ESP blood culture business. The net assets sold to AccuMed are recorded on the books and records of Difco, and another wholly owned subsidiary, Difco Laboratories, Inc. - Wisconsin. (Difco Wisconsin) NOTE 3 - ACCOUNTS RECEIVABLE: Accounts receivable consist of all amounts due from domestic customers and are stated net of uncollectible amounts. NOTE 4 - INVENTORIES: Inventories consist of ESP instruments, accessories, spare parts, and bottle disposable products and are stated at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. -4- 7 DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1996 NOTE 5 - PROPERTY AND EQUIPMENT: Property and equipment consist of laboratory, production, quality assurance and control and office machinery and equipment, furniture and other personal property as listed in the purchase agreement and are carried at cost. Major improvements and replacements are charged to the property accounts while maintenance and repairs which do not improve or extend the life of the respective assets are expensed currently. A valuation reserve of $2,100,000 was established in 1996 based on the estimated recoverability of such property as a result of the sale of such assets as of March 3, 1997 (See Note 1). NOTE 6 - DEPRECIATION AND AMORTIZATION: Depreciation is computed using accelerated methods for financial reporting purposes based on useful lives ranging from 5 to 10 years. Patents and trademarks are being amortized on a straight line basis over their estimated useful lives. NOTE 7 - LIABILITES ASSUMED: No liabilities as at December 31, 1996 were assumed by AccuMed. The only liabilities assumed represent obligations under ESP agreements to be performed after the closing date, certain payroll related liabilities and certain liabilities related to ongoing clinical trials. NOTE 8 - SALES: Sales include amounts from both domestic and foreign customers and consist of sales of product, reagent rental revenue and income from warranty contracts. Export sales totaled $2,129,000 and $1,149,000 for 1996 and 1995, respectively. NOTE 9 - COSTS AND EXPENSES: Purchases of bottle disposable products are from Difco-Wisconsin and are recorded net of intercompany profit. Purchases of ESP instruments, accessories, and other miscellaneous items are from outside parties. Warranty costs are estimated based on historical claims experience. Operating expenses, with the exception of amortization and research and development costs, are allocated from Difco based on budgeted head counts, occupied space or other allocation factors. Research and development costs are actual costs incurred on ESP projects plus an allocation of R & D administration costs. -5- 8 DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1996 NOTE 10 - USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. -6- 9 - -------------------------------------------------------------------------------- ACCUMED INTERNATIONAL, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1996 (UNAUDITED)
AccuMed ESP Product ASSETS International, Inc. Line Adjustments Pro Forma --------------------- ------------- -------------- -------------- Current Assets Cash and cash equivalents $ 2,801,359 - $ 2,801,359 Restricted cash 100,000 - 100,000 Accounts receivable 2,143,596 2,241,371 4,384,967 Prepaid expenses and deposits 217,198 - 217,198 Production inventory 1,772,127 1,384,779 3,156,906 -------------- -------------- -------------- -------------- Total current assets 7,034,280 3,626,150 - 10,660,430 -------------- -------------- -------------- -------------- Fixed assets, net 1,696,071 4,422,151 (582,571) (1) 5,535,651 -------------- -------------- -------------- -------------- Notes receivable 214,273 - 214,273 Deferred financing costs - - - Goodwill and intangible assets 5,340,411 - 5,340,411 Other assets 194,507 34,270 228,777 -------------- -------------- -------------- -------------- $ 14,479,542 $ 8,082,571 $ (582,571) $ 21,979,542 ============== ============== ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 2,340,769 $ 2,340,769 Other current liabilities 879,808 879,808 Deferred revenue 146,968 146,968 Notes payable 198,555 198,555 Capital lease obligation due within one year 89,810 89,810 -------------- -------------- -------------- -------------- Total current liabilities 3,655,910 - - 3,655,910 -------------- -------------- -------------- -------------- Warranty reserves - 1,500,000 1,500,000 Long term debt 230,795 6,000,000 (1) 6,230,795 Minority interest 456,841 456,841 -------------- -------------- -------------- -------------- 687,636 1,500,000 6,000,000 8,187,636 -------------- -------------- -------------- -------------- Stockholders' equity 10,135,996 6,582,571 (6,582,571) (1) 10,135,996 -------------- -------------- -------------- -------------- $ 14,479,542 $ 8,082,571 $ (582,571) $ 21,979,542 ============== ============== ============== ============== See accompanying notes to the Pro Forma Condensed Consolidated Financial Statements.
- 1 - - -------------------------------------------------------------------------------- Page 1 10 ACCUMED INTERNATIONAL, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (UNAUDITED)
AccuMed ESP International, Inc. Product Line Adjustments Pro Forma --------------------- -------------- ------------- --------------- Sales 6,222,449 15,834,734 $22,057,183 Less cost of sales (3,991,430) (11,826,236) (15,817,666) --------------- -------------- ------------ --------------- Gross profit (loss) 2,231,019 4,008,498 - 6,239,517 --------------- -------------- ------------ --------------- Operating expenses: General and administrative 4,927,657 5,434,235 10,361,892 Acquired Research and development 5,957,927 - 5,957,927 Research and development 3,110,426 1,559,579 4,670,005 Sales and marketing 2,464,668 - 2,464,668 Warranty expense - 1,050,000 1,050,000 Valuation reserve for fixed assets - 2,100,000 2,100,000 --------------- -------------- ------------ --------------- Total operating expenses 16,460,678 10,143,814 - 23,454,492 --------------- -------------- ------------ --------------- Operating loss (14,229,659) (6,135,316) - (20,364,975) --------------- -------------- ------------ --------------- Other income (expense): Interest income 50,604 - 50,604 Interest expense (458,214) - (720,000) (2) (1,178,214) Other income (expense) 2,939,537 - 2,939,537 Minority interest 123,919 - 123,919 --------------- -------------- ------------ --------------- Total other income (expense) 2,655,846 - (720,000) 1,935,846 --------------- -------------- ------------ --------------- Loss before income taxes (11,573,813) (6,135,316) (720,000) (18,429,129) Income tax (expense) benefit - 2,337,263 (2,337,263) (3) - --------------- -------------- ------------ --------------- Net loss $ (11,573,813) $ (3,798,053) (3,057,263) $ (18,429,129) =============== ============== ============ =============== Net loss per share $ (0.68) $ (1.09) =============== =============== Weighted average common shares outstanding 16,975,470 16,975,470 =============== =============== See accompanying notes to the Pro Forma Condensed Consolidated Financial Statements.
- 2 - 11 ACCUMED INTERNATIONAL, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE A - DESCRIPTION OF ACQUISITION On March 3, 1997, AccuMed International, Inc. (the "Company") acquired certain assets and assumed certain liabilities (the "ESP Product Line") of Difco Microbiology Systems, Inc. Pursuant to the terms of the agreement, the Company paid $6.0 million in cash in exchange for these net assets. The acquisition was funded by a $6.0 million bridge loan which was repaid on March 14, 1997 by proceeds received from the issuance of three year convertible notes bearing 12% interest. The acquisition was accounted for using the purchase method of accounting, with the purchase price allocated to the net assets acquired based on their estimated fair values. This treatment resulted in no excess purchase price over fair value of tangible assets acquired. The results of operations of the acquired net assets are included in the consolidated financial statements from the date of acquisition. The accompanying pro forma condensed consolidated financial statements illustrate the effect of the acquisition ("Pro Forma") on the Company's financial position and results of operations. The pro forma condensed consolidated balance sheet as of December 31, 1996 is based on the historical balance sheets of the Company and the ESP Product Line as of that date and assumes the acquisition took place on that date. The pro forma condensed consolidated statements of operations for the year ended December 31, 1996 are based on the historical statements of operations of the Company and the ESP Product Line for that period assuming the acquisition took place on January 1, 1996. The pro forma condensed consolidated financial statements may not be indicative of the actual results of the acquisition. In particular, the pro forma condensed consolidated financial statements are based on management's current estimate of the allocation of the purchase price, the actual allocation of which may differ. The accompanying pro forma condensed consolidated financial statements should be read in connection with the historical financial statements of the Company. NOTE B - PRO FORMA ADJUSTMENTS The following adjustments are reflected in the Pro Forma Condensed Consolidated Financial Statements under the columns headed "Adjustments". (1) Purchase Price Allocation - Net Assets of ESP Product Line. To reflect the estimated allocation of the $6.0 million purchase price associated with the acquisition of the ESP Product Line from Difco Microbiology Systems, Incorporated. The 3 12 purchase price was paid from the net proceeds of a bridge loan which was refinanced using three year notes. It has been reflected in the Pro Forma Condensed Consolidated Balance Sheet as long term debt. The allocation of the purchase price represents an estimate of the fair value of the assets acquired and liabilities assumed. This treatment resulted in no excess purchase price over fair value of tangible assets acquired. The allocation is subject to change and is not necessarily indicative of the ultimate purchase price allocation. Components of Purchase Price: Cash from borrowing on Bridge Loan $ 6,000,000 Allocation of Purchase Price: Equity of ESP Product Line acquired at historical cost $ (6,582,571) Reduction of Fixed Assets to fair value 582,571 ------------- Cost in excess of net assets acquired $ 0 -------------
(2) Interest Accrued on Loan to Finance Acquisition The funds used to acquire the ESP Product Line came from a bridge loan which was repaid on March 17, 1997 and replaced with three year convertible notes bearing interest at 12%. Interest expense of $720,000, based on the $6,000,000 purchase price at 12%, has been added to the Pro Forma Condensed Consolidated Statement of Operations, as the acquisition was assumed to have taken place on January 1, 1996. (3) Reduction of Tax Loss Benefit The tax benefit shown in the Pro Forma Condensed Consolidated Statement of Operations for the ESP Product Line has been eliminated as this benefit is not recoverable by the Company for the period presented. 4 13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned thereunto duly authorized. ACCUMED INTERNATIONAL, INC. Dated: August 15, 1997 By: /s/ LEONARD R. PRANGE --------------------------- Leonard R. Prange Chief Financial Officer and Chief Operating Officer 5 14 EXHIBIT INDEX No. Exhibit --- ------- 23.1 Consent of Perrin, Fordree & Company, P. C. 6 EX-23.1 2 CONSENT OF PERRIN, FORDREE & CO., P.C. 1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors AccuMed International, Inc. We consent to incorporation by reference in the registration statements (No. 333-04715, 033-98902, 333-07681 and 333-28125) on Form S-3 and (no. 333-04320 and 333-11219) on Form S-8 on AccuMed International, Inc. of our report dated March 18, 1997, relating to the statement of net assets sold of Difco Microbiology Systems, Incorporated as of December 31, 1996 and 1995 and the related statements of revenue and expenses for the years then ended. /s/ Perrin, Fordree & Company, P. C. Troy, Michigan August 13, 1997 7 -----END PRIVACY-ENHANCED MESSAGE-----