<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 1999
CARESIDE, INC.
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(Exact name of issuer as specified in charter)
DELAWARE 333-69207 23-2863507
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or Organization) file number Identification Number)
6100 Bristol Parkway
Culver City, CA 90230
(Address of principal executive offices)
(310) 338-6767
(Registrant's telephone number, including area code)
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Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
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Page Number
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(a) Financial Statements of Business Acquired.
Report of Independent Public Accountants F-1
Balance Sheet F-2
Statement of Income F-3
Statement of Cash Flows F-4
Notes to Financial Statements F-5
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 1999 F-6
Unaudited Pro Forma Condensed Consolidated Statement
of Operations for the year ended
September 30, 1999 F-7
Notes to Unaudited Pro Forma Statements F-8
-2-
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholders of
Texas International Laboratories, Inc.
We have audited the accompanying balance sheet of Texas International
Laboratories, Inc. as of September 30, 1999, and the related statements of
income and cash flows for the year then ended. These 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 the
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 financial statements referred to above present fairly the
financial position of Texas International Laboratories, Inc. as of September 30,
1999, and the results of its operations and its cash flows for the year then
ended in conformity with the generally accepted accounting principles.
Houston, Texas Loeser, Gelfond and Associates, P.C.
February 18, 2000 Certified Public Accountants
F-1
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TEXAS INTERNATIONAL LABORATORIES, INC.
BALANCE SHEET
SEPTEMBER 30, 1999
Assets
- ---------------------
Current Assets
Checking/Savings
Compass Bank $ 89,162
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Total Checking/Savings 89,162
Accounts Receivable
Accounts Receivable 12,020
--------
Total Accounts Receivable 12,020
Other Current Assets
Due From Officer 500
Inventory 21,000
--------
Total Other Current Assets 21,500
Total Current Assets 122,682
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Total Assets $122,682
========
Liabilities & Equity
- ---------------------
Liabilities
Current Liabilities
Due To Officer $ 15,000
Trade Accounts 559
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Total Current Liabilities 15,559
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Total Liabilities 15,559
Equity
Capital Stock 2,500
Retained Earnings 77,123
Net Income 27,500
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Total Equity 107,123
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Total Liabilities & Equity $122,682
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
<PAGE>
TEXAS INTERNATIONAL LABORATORIES, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 1999
Ordinary Income/Expense
Income
Freight $ 10,916
Instruments 131,526
Labor 2,730
Parts 17,964
Reagent 31,730
Sales Tax 331
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Total Revenue 195,197
Cost of Goods Sold 72,322
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Total Cost of Goods Sold 72,322
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Gross Profit 122,875
Expense
Bank Service Charges 495
Contract Labor 35,553
Contributions 100
Dues and Subscriptions 5
Insurance 8,438
Miscellaneous 1,836
Postage and Delivery 506
Professional Fees 3,219
Rent 12,291
Supplies 9,907
Taxes 55
Telephone 5,480
Travel & Entertainment 15,280
Other 2,102
Total Expense 95,265
Net Ordinary Income 27,611
Other Income/Expense
Other Expenses 111
---
Total Other Expense 111
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Net Other Expense (111)
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Net Income $ 27,500
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
<PAGE>
TEXAS INTERNATIONAL LABORATORIES, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 1999
Cash Flows From Operating Activities:
Net Income $27,500
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities-
Prior Year Adjustment (1,193)
Changes in Assets and Liabilities:
Increase in Accounts Receivable (6,382)
Decrease in Accounts Payable (2,032)
Cash Flows From Operating Activities $17,893
Cash Flows From Financing Activities:
Loans From Shareholders 15,000
Proceeds From Sale of Common Stock 500
Loans To Shareholders (500)
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Net Cash Provided By Financing Activities 15,000
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Net Increase in Cash 32,893
Cash - Beginning of Year 56,269
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Cash - End of Year $89,162
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
<PAGE>
TEXAS INTERNATIONAL LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 1- Summary of Significant Accounting Policies:
Texas International Laboratories, Inc. ("Company") was incorporated as a Texas
corporation on April 1, 1983. The financial records are kept on the accrual
basis for both financial and tax reporting purposes.
The principal business of the Company is selling hematology analyzing machines.
At September 30, 1999, the authorized Capital Stock of the Company consisted of
400,000 shares of Common Stock of which 2,500 shares were issued and
outstanding.
The Company reports for tax purposes on a March fiscal year. No provision for
income tax was accrued on these financial statements because of a net operating
loss carryforward of $69,970. Inventory at the beginning and end of the fiscal
year was not observed by the auditors, however, based on prior financial
statements and the due diligence work performed by others the amount of $21,000
seemed reasonable and within the immateriality limits. Inventory is carried at
cost.
Note 2- The Company entered into a merger agreement on December 7, 1999, with
Careside, Inc., ("CSA") a Delaware Corporation, and its wholly owned subsidiary,
Careside Hematology, Inc. ("CSH"). Per the agreement, as of the effective time
of the merger, the Company's Common Stock will be converted into the right to
receive 521,739 shares of CSA Common Stock, par value $.01 per share. The
Company's shareholders will be entitled to receive certain accounts receivable
and proceeds from the sale of certain inventory of the Company.
Note 3- Management has stated that there is no action, suit or other legal
matters pending against the Company.
Note 4- Related Party Transaction.
There were no significant related party transactions other than as discussed in
Note 1 to these financial statements. There was a loan from a shareholder in the
amount of $15,000 which was subsequently repaid by November 30, 1999.
There are no related party transactions other than as discussed in Note 1 to
these financial statements.
Note 5- Common Stock.
Common stock was increased by $500.00 to reflect the actual amount issued and
outstanding.
F-5
<PAGE>
Unaudited Pro Forma Condensed
Consolidated Balance Sheet as of September 30, 1999
(in thousands)
<TABLE>
<CAPTION>
CSA TIL
September 30, September 30, Pro Forma Pro Forma
1999 1999 Adjustments Consolidated
-------------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,533.3 $ 89.2 $ - $ 8,622.5
Inventories 121.8 21.0 - 142.8
Accounts receivable - 12.0 - 12.0
Prepaid expenses and other 119.6 0.5 - 120.1
-------------- ------------- ----------- --------------
Total current assets 8,774.7 122.7 - 8,897.4
PROPERTY AND EQUIPMENT, net 5,546.1 - - 5,546.1
GOODWILL - - 2,782.5 a/ 2,782.5
DEPOSITS AND OTHER 15.0 - - 15.0
-------------- ------------- ----------- --------------
$ 14,335.8 $122.7 $2,782.5 $ 17,241.0
============== ============= =========== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,175.8 $ - $ - 2,175.8
Accounts payable 847.7 15.6 20.0 d/ 883.3
Accrued expenses 350.2 - - 350.2
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Total current liabilities 3,373.7 15.6 20.0 3,409.3
LONG-TERM DEBT 1,272.0 - - 1,272.0
STOCKHOLDERS' EQUITY
Series A convertible preferred stock, 1.6 - - 1.6
Common stock 70.8 2.5 (2.5)c/ -
5.2 b/ 76.0
Additional paid-in capital 34,671.1 - 2,864.4 b/ 37,535.5
Retained earnings (deficit) (25,053.4) 104.6 (104.6)c/ (25,053.4)
-------------- ------------- ----------- --------------
Total stockholders' equity 9,690.1 107.1 2,762.5 12,559.7
-------------- ------------- ----------- --------------
$ 14,335.8 $122.7 $2,782.5 $17,241.00
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</TABLE>
F-6
<PAGE>
Unaudited Pro Forma Condensed
Consolidated Statement of Operations
for the Year Ended September 30, 1999
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Pro Forma Pro Forma
CSA TIL Adjustments Consolidated
--------------- ------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUE $ - $195.2 $ - $ 195.2
COST OF SALES - 72.3 - 72.3
--------------- ------- ----------- ------------
GROSS PROFIT - 122.9 - 122.9
OPERATING EXPENSES:
Research and development 8,070.1 - - 8,070.1
Sales and marketing 642.0 - - 642.0
General and administrative 1,093.7 95.3 556.5 e/ 1,745.5
--------------- ------- ----------- ------------
Total operating expense 9,805.8 95.3 556.5 10,457.6
--------------- ------- ----------- ------------
OPERATING PROFIT/(LOSS) (9,805.8) 27.6 (556.5) (10,334.7)
INTEREST INCOME 240.2 - - 240.2
INTEREST EXPENSE (878.3) - - (878.3)
OTHER EXPENSE - (0.1) - (0.1)
--------------- ------- ----------- ------------
NET INCOME/(LOSS) $ (10,443.9) $ 27.5 $ (556.5) $ (10,972.9)
DIVIDENDS ON SERIES A
PREFERRED STOCK (29.0) - - (29.0)
--------------- ------- ----------- ------------
NET (INCOME/LOSS) TO COMMON
STOCKHOLDERS ($10,472.9) $ 27.5 $ (556.5) ($11,001.9)
=============== ======= =========== ============
BASIC NET LOSS PER SHARE ($1.85) ($1.78)
SHARES USED IN COMPUTING BASIC NET LOSS 5,670,641 521,739 f/ 6,192,380
PER SHARE
</TABLE>
F-7
<PAGE>
Footnotes to Unaudited Pro Forma Statements
- -------------------------------------------
The unaudited pro forma condensed consolidated balance sheet at September 30,
1999 assumes the acquisition of Texas International Laboratories, Inc. (TIL) at
September 30, 1999. The unaudited pro forma condensed consolidated statement of
operations assumes that the acquisition occurred on October 1, 1998.
The pro forma adjustments are as follows:
a/ reflects estimated excess purchase price over net assets acquired.
b/ reflects issuance of 521,739 shares of Careside, Inc. (CSA) common stock for
all shares of TIL.
c/ eliminates TIL common stock and retained earnings
d/ estimated transactions cost related to the acquisition
e/ reflects amortization of excess purchase price over net assets acquired over
a five-year period.
f/ reflects additional shares issued
F-8
<PAGE>
SIGNATURE
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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.
CARESIDE, INC.
Date: February 22, 2000 By: /s/ James R. Koch
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Name: James R. Koch
Title: Chief Financial Officer
