<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 1997
--------------------
SERACARE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-21781 95-4343492
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
1925 Century Park East, Suite 1970, Los Angeles, California 90067
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 772-7777
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Total sequentially numbered pages in this document: __.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired
Audited financial statements of American Plasma Management, Inc.,
American Plasma Systems, Inc., and American Plasma Reno, Inc. for
the fiscal year ended October 31, 1997.
1. Audited Consolidated Financial Statements of American Plasma
Management, Inc. for the Year ended October 31, 1997
a. Report of Independent Public Accountants.
b. Consolidated Balance Sheet as of October 31, 1997.
c. Consolidated Statement of Operations for the year ended
October 31, 1997.
d. Consolidated Statement of Stockholders Deficit for the
year ended October 31, 1997.
e. Consolidated Statement of Cash Flows for the year ended
October 31, 1997.
f. Notes to Consolidated Financial Statements.
(b) Pro forma financial information
1. Acquisition of American Plasma Management, Inc.
2. Unaudited Pro forma Consolidated Financial Statements of the
Company as of and for the nine months ended November 30,
1997.
3. Unaudited Pro forma Consolidated Financial Statements of the
Company as of and for the year ended February 28,
1997.
(c) Exhibits
1. Exhibit 2.2 - CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT.
2
<PAGE>
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 hereunto duly authorized.
SERACARE, INC.
Date: February 14, 1998 By: /s/ BARRY D. PLOST
----------------- -------------------------------------
Barry D. Plost
Chairman of the Board, President
and Chief Executive Officer
By: /s/ JERRY L. BURDICK
-------------------------------------
Jerry L. Burdick
Executive Vice President and
Chief Financial Officer
3
<PAGE>
Item 7. (a) Financial statements of business acquired.
4
<PAGE>
AMERICAN PLASMA MANAGEMENT, INC.
CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1997
5
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . 7
CONSOLIDATED BALANCE SHEET . . . . . . . . . . . . . . . . . . . . . . . . 8
CONSOLIDATED STATEMENT OF OPERATIONS . . . . . . . . . . . . . . . . . . . 9
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . 10
CONSOLIDATED STATEMENT OF CASH FLOWS . . . . . . . . . . . . . . . . . . . 11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . 12
</TABLE>
6
<PAGE>
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
AMERICAN PLASMA MANAGEMENT, INC.
SALT LAKE CITY, UTAH
We have audited the accompanying consolidated balance sheet of American Plasma
Management, Inc., as of October 31, 1997 and the related consolidated statements
of operations and stockholders' equity, and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
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 financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Plasma
Management, Inc., as of October 31, 1997, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
BDO SEIDMAN, LLP
Salt Lake City, Utah
January 22, 1998
7
<PAGE>
AMERICAN PLASMA MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEET
OCTOBER 31, 1997
<TABLE>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 97,406
Receivables
Trade accounts $ 32,936
Due from related party 5,956 38,892
-----------
Inventories 560,297
Prepaid expenses 23,894 584,191
----------- -----------
TOTAL CURRENT ASSETS 720,489
PROPERTY AND EQUIPMENT, NET 538,161
OTHER ASSETS
Deposits and other assets 16,363
-----------
TOTAL ASSETS $ 1,275,013
-----------
-----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 337,216
Related party accounts payable 5,661
Bank overdraft 127,859
Accrued expenses 149,509
Related party notes payable 970,124
Line of credit 608,684
Income taxes payable 130
Current portion of long-term liabilities 153,574
-----------
TOTAL CURRENT LIABILITIES $ 2,352,757
LONG-TERM LIABILITIES 394,459
-----------
TOTAL LIABILITIES 2,747,216
STOCKHOLDERS' DEFICIT
Common stock, no par value 200,000 shares
authorized 110,600 shares issued and
outstanding 43,850
Retained earnings (deficit) (1,463,412) (1,419,562)
-----------
Less common stock in treasury, at cost
27,500 shares (52,641)
-----------
TOTAL STOCKHOLDERS' DEFICIT (1,472,203)
-----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 1,275,013
-----------
-----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
8
<PAGE>
AMERICAN PLASMA MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1997
<TABLE>
<S> <C> <C>
INCOME
Sales $ 6,068,500
Loss rejection allowance (66,496)
-------------
NET SALES $ 6,002,004
Cost of goods sold 4,829,536
-------------
GROSS PROFIT 1,172,468
EXPENSES
General and administrative 1,567,270 1,567,270
------------- -------------
NET OPERATING LOSS (394,802)
OTHER INCOME (EXPENSE)
Miscellaneous income 108,225
Interest expense (123,964)
Loss on sale of assets (22,015) (37,754)
------------- -------------
Loss before income taxes (432,556)
Income tax expense 130
-------------
NET LOSS $ (432,686)
</TABLE>
-------------
-------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
9
<PAGE>
AMERICAN PLASMA MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED OCTOBER 31, 1997
<TABLE>
<CAPTION>
RETAINED
COMMON TREASURY EARNINGS
STOCK STOCK (DEFICIT)
------------- ------------- -------------
<S> <C> <C> <C>
Balance at November 1, 1996 $ 43,850 $ (52,641) $ (1,030,726)
Net loss - - (432,686)
------------- ------------- -------------
Balance at October 31, 1997 $ 43,850 $ (52,641) $ (1,463,412)
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
10
<PAGE>
AMERICAN PLASMA MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED OCTOBER 31, 1997
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (432,686)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 98,493
Loss on sale of equipment 22,015
Changes in operating assets and liabilities:
Accounts receivable $ 282,925
Inventories (494,780)
Prepaid expenses and other assets 5,190
Bank overdraft 73,614
Accounts payable 253,202
Accrued liabilities (153,857) (33,706)
--------------- ---------------
Net cash used by operating activities (345,884)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property (45,745)
---------------
Net cash used by investing activities (45,745)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 273,225
Payments of notes payable (320,132)
Proceeds from line of credit 6,282,935
Payments on line of credit (6,225,112)
Payments on related party notes (166,459)
Proceeds from related party notes 354,300
Net increase in note payable to affiliated company 224,849
---------------
Net cash flows from financing activities 423,606
---------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 31,977
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 65,429
---------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 97,406
---------------
---------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
11
<PAGE>
AMERICAN PLASMA MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
The Company's accounting policies conform to generally accepted
accounting principles. The following policies are considered to be
significant:
GENERAL
During the year ended October 31, 1997, American Plasma
Management, Inc., American Plasma Systems, Inc., and American
Plasma Reno, Inc., (collectively, the Company) collected and
sold source plasma and two hyperimmune plasmas from its six
centers in the West and Midwest.
CESSATION OF OPERATIONS
The accompanying financial statements have been prepared as though
the Company were a going concern at October 31, 1997. On October
3, 1997, the Company's contract with its one and only regular
customer was terminated. Based on this development it was unlikely
that the Company could continue to generate the cash flow necessary
to maintain operations. To this end, the stockholders of the
Company completed a transaction to sell the assets of the Company
on November 29, 1997. As a result of the sale, a going concern
qualification and related discussion of management's plans is not
necessary.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
American Plasma Management, Inc., American Plasma Systems, Inc.,
and American Plasma Reno, Inc. All significant intercompany
transactions and balances have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all cash balances and highly
liquid investments with original maturities of less than three
months.
REVENUE RECOGNITION
The Company recognizes revenues upon shipment of plasma. During
1997, the Company generally sold its plasma to one major customer.
INVENTORY
Inventory, which primarily consists of blood plasma collected from
donors, is valued at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method.
12
<PAGE>
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost and are depreciated using
the straight line method over their estimated useful lives.
Leasehold improvements are recorded at cost and are amortized using
the straight line method, over the lesser of the estimated useful
lives of the property or the lease term.
INCOME TAXES
The Company accounts for income taxes by using the asset and
liability method for financial accounting and reporting of deferred
income taxes. This method provides for recognition of deferred tax
assets in the current period for the future benefit of net
operating loss carryforwards and items for which expenses have been
recognized for financial statement purposes but will be deductible
for income tax purposes in future periods. A valuation allowance
is recognized if management cannot determine it is more likely than
not that some portion or all of the deferred tax assets will be
realized.
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 reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FDA LICENSES
Food and Drug Administration ("FDA") licenses, which are
required to operate a plasma center, are assigned a value based
on either the fair market value of acquiring a FDA license or
the incremental costs incurred during the FDA approval process,
not to exceed the fair market value. Costs incurred during
this approval process consist of salaries, occupancy costs, and
other related expenses. The Company has FDA licenses to
operate each of its plasma centers. These FDA licenses are
fully amortized as of October 31, 1997.
13
<PAGE>
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment as of October 31, 1997 are detailed in the
following summary:
<TABLE>
<CAPTION>
<S> <C> <C>
Land $ 58,987
Buildings 650,275
Furniture and equipment 627,304
Leasehold improvements 272,083
-----------
1,608,649
Less accumulated depreciation (1,070,488)
-----------
Net book value $ 538,161
-----------
</TABLE>
NOTE 3 - RELATED PARTY NOTES PAYABLE
<TABLE>
<CAPTION>
<S> <C> <C>
Note payable to stockholder of the Company.
Interest is paid monthly at a rate of 5.77%.
Principal is paid at the full discretion of the
Company $ 506,529
Note payable to affiliated company, noninterest-
bearing, payable at Company's discretion
(see Note 7) 463,595
-----------
$ 970,124
-----------
NOTE 4 - NOTE PAYABLE AND LONG-TERM LIABILITIES
Notes payable consist of the following at October 31, 1997:
Note payable noninterest-bearing, secured by
an interest in inventory and payable to
Company's only customer on or before
December 31, 1997 to settle account due
to termination of contract $ 140,731
Mortgage note, principal bearing interest
at a rate of 11.75%, secured by trust deed on
real property and payable in monthly
installments of $2,981, with a balloon
payment due on November 25, 1999 231,768
14
<PAGE>
NOTE 4 - NOTE PAYABLE AND LONG-TERM LIABILITIES (CONTINUED)
Mortgage note, principal bearing interest at a
rate of 10.5%, secured by trust deed on real
property and payable in monthly installments
of $1,830, with a balloon payment due on
June 1, 2005 175,534
-----------
548,033
Less current portion (153,574)
-----------
$ 394,459
-----------
</TABLE>
The approximate aggregate maturities of long-term debt for the five
years subsequent to October 31, are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1998 $ 153,574
1999 14,384
2000 217,341
2001 5,240
2002 5,818
Thereafter 151,676
-----------
$ 548,033
-----------
</TABLE>
The Company has a line of credit for $650,000 with a bank with
interest charged at the bank's prime rate plus 1.5% (10.0% at October
31, 1997). Interest is due monthly, with the line of credit maturing
on March 1, 1998. The line of credit is secured by an assignment of
interest in accounts receivable and inventory of another of the
principle owner's companies, National Clinical Supply Corporation.
NOTE 5 - INCOME TAXES PAYABLE
The Company uses the asset and liability method for financial
accounting and reporting of income taxes. Deferred income tax assets
are computed for those differences that have future tax consequences
using the currently enacted tax laws and rates that apply to the
periods in which they are expected to affect taxable income.
Valuation allowances are established to reduce the deferred tax asset
to the amount that will more likely than not be realized. Income tax
expense is the current income tax payable or refundable for the period
plus or minus the net change in deferred tax assets and liabilities.
15
<PAGE>
NOTE 5 - INCOME TAXES PAYABLE (CONTINUED)
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Current $ 130
Deferred -
-----------
$ 130
-----------
DEFERRED TAX ASSETS
-------------------
Net operating loss carryforward $ 439,000
Valuation allowance (430,000)
-----------
$ -
-----------
</TABLE>
The deferred tax asset at October 31, 1997 is fully offset by a
valuation allowance. The valuation allowance is necessary because it
is more likely than not that there will be no future income.
NOTE 6 - LEASES
The Company leases certain of its centers under long-term lease
agreements expiring at various dates through 2005.
Future aggregate minimum obligations under operating leases as of
October 31, 1997 are as follows:
<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
Year ending October 31,
1998 $ 78,714
1999 65,140
2000 67,854
2001 71,654
2002 71,654
Thereafter 185,106
-----------
Total $ 540,122
-----------
</TABLE>
Rental expense under the operating lease agreements was approximately $110,000
for the year ended October 31, 1997.
16
<PAGE>
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company performs various management and accounting functions for
National Clinical Supply Corporation (NCSC), an affiliated company.
During 1997, the Company collected approximately $87,600 of management
fees from NCSC. The Company also processes NCSC's collections on
receivables. At October 31, 1997, the Company owed NCSC $463,595 for
collections of receivables. The payment of collections has been
historically delayed as a means to finance Company operations as
needed. The Company also purchases various supplies from NCSC.
During 1997, the Company purchased approximately $168,286 of supplies
from NCSC. At October 31, 1997 the Company owes NCSC $5,661 for
purchases of supplies.
NOTE 8 - MAJOR CUSTOMER
During the year ended October 31, 1997, the Company's sales were made
primarily to one customer.
NOTE 9 - EMPLOYEE BENEFIT PLAN
The Company has a profit sharing plan which covers substantially all
employees of the Company. All contributions to the plan are based on
the performance of the Company and are made at the discretion of
management. During the year ended October 31, 1997, the Company made
no contributions to the plan.
NOTE 10 - FAIR VALUE
Under SFAS No. 107, "Fair Value Disclosures about Financial
Instruments," the Company is required to disclose the fair value of
financial instruments, including off-balance-sheet financial
instruments, when fair value can be reasonably estimated. The
following methods and assumptions were used in estimating fair values:
CASH AND CASH EQUIVALENTS AND RECEIVABLES: The carrying amount
approximates fair value.
ACCOUNTS PAYABLE, NOTES PAYABLE AND LONG-TERM DEBT: The carrying
amount approximates fair value.
NOTE 11 - SUBSEQUENT EVENT
Effective November 29, 1997, the Company sold substantially all of the
assets of the Company to SeraCare, Inc., for approximately $1.85
million. Therefore, as of November 29, 1997, the Company ceased
plasma collection operations and its plasma operations became part of
SeraCare, Inc.
17
<PAGE>
Item 7. (b) Pro forma financial information
The following unaudited pro forma condensed Consolidated Financial Statements
for the nine months ended November 30, 1997 are based on the unaudited
Consolidated Financial Statements of the Company included in the Company's
Quarterly Report on Form 10QSB. The unaudited pro forma Statement of Income
for the year ended February 28, 1997 is based on the audited Consolidated
Financial Statements of the Company, included in the Company's Annual Report
on Form 10KSB/A. Both periods have been adjusted to give effect to the
acquisition of the operating assets of American Plasma Management, Inc.,
American Plasma Services, Inc. and American Plasma Reno, Inc. using the
purchase method of accounting and the assumptions and adjustments in the
accompanying notes to the Pro Forma Statements. The Historical Unaudited
Balance Sheet of the Company as of November 30, 1997 included in the
Company's Quarterly Report on Form 10QSB gives effect to the November 29,
1997 acquisition of the operating assets of American Plasma Management, Inc.,
American Plasma Services, Inc. and American Plasma Reno, Inc. The Pro Forma
Condensed Consolidated Statements of Income give effect to the Acquisition by
the Company as if it occurred on the first day of each such period presented.
The pro forma adjustments are based upon available information and certain
assumptions that the Company believes are reasonable. The Pro Forma Statements
of Income do not purport to represent what the Company's financial results of
operations would actually have been had the transaction in fact occurred on such
dates or to project the Company's financial position or results of operations
for any future period.
The Pro Forma Statements and the Notes thereto should be read in conjunction
with the Consolidated Financial Statements of the Company and Notes thereto
included in the Company's Annual Report on Form 10KSB/A for the year ended
February 28, 1997 and the Consolidated Financial Statements of the Company
and Notes thereto included in the Company's Quarterly Report on Form 10QSB
for the nine months ended November 30, 1997, which are hereby incorporated by
this reference and the Consolidated Financial Statements of American Plasma
Management, Inc. and Notes thereto for the year ended October 31, 1997
included elsewhere in this report.
18
<PAGE>
1. ACQUISITION OF AMERICAN PLASMA MANAGEMENT, INC.
On November 29, 1997, the Company acquired substantially all of the operating
assets of American Plasma Management, Inc., American Plasma Services, Inc.
and American Plasma Reno, Inc. consisting primarily of five operating plasma
collection centers. The purchase price paid by the Company was $1,850,000 of
which $1,250,000 was paid in cash and $600,000 of which was in the form of a
promissory note bearing interest at 8% per annum and due in one balloon
payment no later than October 31, 1998. In addition, the Company incurred
obligations of $542,675.
The Unaudited Balance Sheet of the Company as of November 30, 1997 included
in the Company's Quarterly Report on Form 10QSB gives effect to the November
29, 1997 acquisition of the operating assets of American Plasma Management,
Inc., American Plasma Services, Inc. and American Plasma Reno, Inc. The
impact of the transaction as reflected in the November 30, 1997 Balance Sheet
is summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
Operating assets acquired:
Inventory $346,576
Land and buildings $541,800
Property and equipment $108,733
Donor base and records $500,000
FDA licenses $900,000
Liabilities assumed:
Mortgage payable $175,533
Accounts payable $367,142
</TABLE>
19
<PAGE>
2. PRO FORMA UNAUDITED CONDENSED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED
NOVEMBER 30, 1997.
SERACARE, INC.
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN WHOLE DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended November 30, 1997
-------------------------------------------------------------------------
SeraCare, Inc. American Plasma Pro forma Pro forma
Historical Historical Adjustments Consolidated
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ 7,243,018 4,501,503 (126,000)(a) $ 11,618,521
Cost of sales 6,010,897 3,622,152 35,625(b) 9,668,674
--------------- --------------- --------------- ---------------
Gross profit 1,232,121 879,351 (161,625) 1,949,847
General and administrative expenses 1,024,119 1,175,453 (673,635)(c) 1,525,937
--------------- --------------- --------------- ---------------
Net income (loss) from operations 208,002 (296,102) 512,010 423,911
Interest expense 185,628 92,973 (56,973)(d) 221,628
Other expense (income), net (1,280) (64,560) 64,560 (e) (1,280)
--------------- --------------- --------------- ---------------
Net income (loss) $ 23,654 (324,515) 504,423 $ 203,563
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
Earnings (loss) per common share $ 0.005 $ 0.046
--------------- ---------------
--------------- ---------------
Weighted average number of common
and common equivalent shares(1) 4,405,000 4,405,000
--------------- ---------------
--------------- ---------------
</TABLE>
a. Adjustment to eliminate miscellaneous service income unrelated to the
plasma collection activities of American Plasma Management, Inc.
b. Adjustment to reflect amortization of donor base and records and FDA
licenses acquired in the transaction.
c. Adjustment to eliminate administrative overhead due to the fact that no
administrative personnel or related expenses were acquired in the
acquisition.
d. Adjustment to eliminate the interest related to the pre merger operations,
partially offset by the interest related to the debt assumed and/or
incurred by the Company in conjunction with the acquisition.
e. Adjustment to eliminate the other miscellaneous income and expense items
not related to the plasma collection operations of American Plasma
Management.
f. No tax provision has been presented because the Company has sufficient
net operating loss carryforward to offset the net income presented.
g. The above Unaudited Condensed Consolidated Statement of Income includes
the Company for the nine months ended November 30, 1997 and American
Plasma for the nine months ended October 31, 1997.
20
<PAGE>
2. PRO FORMA UNAUDITED CONDENSED STATEMENT OF INCOME FOR THE YEAR ENDED
FEBRUARY 28, 1997.
SERACARE INC.
PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN WHOLE DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Year Ended February 28, 1997
-------------------------------------------------------------------------
SeraCare, Inc. American Plasma Pro forma Pro forma
Historical Historical Adjustments Consolidated
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ 6,661,679 6,002,004 (168,000)(a) $ 12,495,683
Cost of sales 6,148,820 4,829,536 47,500(b) 11,025,856
--------------- --------------- --------------- ---------------
Gross profit 512,859 1,172,468 (215,500) 1,469,827
General and administrative expenses 753,179 1,567,270 (898,180)(c) 1,422,269
--------------- --------------- --------------- ---------------
Net income (loss) from operations (240,320) (394,802) 682,680 47,558
Interest expense 208,255 123,964 (75,964)(d) 256,255
Other expense (income), net 62,533 (86,080) 86,080 (e) 62,533
--------------- --------------- --------------- ---------------
Net income (loss) $ (511,108) 432,686) 672,564 (271,230)
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
Weighted average number of common
and common equivalent shares 2,509,042 2,509,042
--------------- ---------------
--------------- ---------------
</TABLE>
a. Adjustment to eliminate miscellaneous service income unrelated to the
plasma collection activities of American Plasma Management, Inc.
b. Adjustment to reflect amortization of donor base and records and FDA
licenses acquired in the transaction.
c. Adjustment to eliminate administrative overhead due to the fact that no
administrative personnel or related expenses were acquired in the
acquisition.
d. Adjustment to eliminate the interest related to the pre merger operations,
partially offset by the interest related to the debt assumed and/or
incurred by the Company in conjunction with the acquisition.
e. Adjustment to eliminate the other miscellaneous income and expense items
not related to the plasma collection operations of American Plasma
Management.
f. No tax provision has been presented because the Company has sufficient
net operating loss carryforward to offset the net income presented.
g. The above Unaudited Condensed Consolidated Statement of Income includes
the Company for the year ended February 28, 1997 and American Plasma
for the year ended October 31, 1997.
21
<PAGE>
EXHIBIT 2.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form 8-K/A of our
report dated May 2, 1997, on our audit of the consolidated financial
statements of SeraCare, Inc. and subsidiaries as of February 28, 1997, which
report is included in the SeraCare, Inc. Annual Report on Form 10-KSB/A for
the fiscal year ended February 28, 1997.
/s/ BDO SEIDMAN, LLP
