<PAGE> 1
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K/ A
AMENDMENT NO. 5
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)
- --------------------------------------------------------------------------------
<PAGE> 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 year ended December 31,
1996 and December 31, 1995
4. Statement of changes in Equity of Net Assets sold for the year ended
December 31, 1996 and December 31, 1995.
5. Statement of Cash Flows from Net Assets sold for the year ended
December 31, 1996 and December 31, 1995.
6. 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
<PAGE> 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 statements of revenue and expenses, changes in net equity of assets
sold and cash flows from net assets sold 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
and cash flows 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
<PAGE> 4
DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED
STATEMENT OF NET ASSETS SOLD
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
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 (Note 5) 6,338,458 6,803,912
----------- -----------
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
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 5
DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED
STATEMENT OF REVENUE AND EXPENSES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1 9 9 6 1 9 9 5
---------------------- ----------------------
<S> <C> <C> <C> <C>
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 - -
Impairment loss (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)%
=========== ====== =========== ======
</TABLE>
The accompanying notes are an integral part of the financial statements.
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DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED
STATEMENT OF CHANGES IN EQUITY OF NET ASSETS SOLD
<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1996 1997
----------- -----------
<S> <C> <C>
BALANCE - BEGINNING OF YEAR $10,316,834 $ 8,490,243
NET LOSS FOR THE YEAR (3,798,053) (3,260,795)
CAPITAL CONTRIBUTION FROM PARENT 63,790 5,087,386
----------- -----------
BALANCE - END OF YEAR $ 6,582,571 $10,316,834
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 7
DIFCO MICROBIOLOGY SYSTEMS, INCORPORATED
STATEMENT OF CASH FLOWS FROM NET ASSETS SOLD
<TABLE>
<CAPTION>
Year ended December 31
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(3,798,053) $(3,260,795)
Adjustments to reconcile net
loss to net cash used in
activities:
Depreciation and amortization 1,920,210 1,500,416
Impairment loss 2,100,000 ---
Changes in assets and liabilities:
(Increase) in accounts receivable (409,299) (7,272)
(Increase) decrease in production
inventory 1,095,350 (835,938)
(Increase) in other assets (11,100) (7,075)
Increase in warranty reserve 1,050,000 ---
----------- -----------
Net cash provided (used) in
Operating activities 1,947,108 (2,610,664)
----------- -----------
CASH USED IN INVESTING ACTIVITIES-
Purchase of fixed assets (2,010,898) (2,476,722)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES-
Cash (contributed to) received from
Parent corporation 63,790 5,087,386
----------- -----------
NET INCREASE (DECREASE)IN CASH AND
CASH EQUIVALENTS --- ---
----------- -----------
CASH AND CASH EQUIVALENTS:
CASH - beginning of period --- ---
----------- -----------
CASH - end of period $ --- $ ---
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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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.
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<PAGE> 9
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.
The Company assesses the recoverability of the excess cost
over the fair value of equipment acquired by determining
whether the amortization of the balance over its remaining
life can be recovered through undiscounted future operating
cash flows. On the basis of this assessment, an impairment of
the ESP equipment was determined to have occured. An
impairment loss of $2,100,000 was recorded in 1996 to
write-down the ESP equipment to its fair value.
The fair value of the ESP equipment was determined as a result
of the sale of such assets as of March 3, 1997. The
calculation of the impairment loss, which was recorded as a
direct reduction in the cost basis of the ESP equipment, is
as follows:
<TABLE>
<S> <C>
Net book value of ESP equipment $4,713,163
Fair value of ESP equipment 2,613,163
----------
Impairment loss $2,100,000
----------
</TABLE>
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.
-7-
<PAGE> 10
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.
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<PAGE> 11
- --------------------------------------------------------------------------------
ACCUMED INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
AccuMed ESP Product
ASSETS International, Inc. Line Adjustments Pro Forma
--------------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
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.
</TABLE>
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Page 1
<PAGE> 12
ACCUMED INTERNATIONAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
AccuMed ESP
International, Inc. Product Line Adjustments Pro Forma
--------------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
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.
</TABLE>
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<PAGE> 13
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
<PAGE> 14
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.
<TABLE>
<S> <C>
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
-------------
</TABLE>
(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
<PAGE> 15
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: December 9, 1997 By: /s/ LEONARD R. PRANGE
---------------------------
Leonard R. Prange
Chief Financial Officer
and Chief Operating Officer
5
<PAGE> 16
EXHIBIT INDEX
No. Exhibit
--- -------
23.1 Consent of Perrin, Fordree & Company, P. C.
6
<PAGE> 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, changes in equity and cash
flows for the years then ended.
/s/ Perrin, Fordree & Company, P. C.
Troy, Michigan
December 9, 1997
7
