Seracare Life Sciences 424B3 Prospectus supplement

Filed pursuant to Rule 424(b)(3)
Registration No. 333-151773

PROSPECTUS SUPPLEMENT NO. 4

SeraCare Life Sciences, Inc.

4,574,275 Shares of Common Stock

This prospectus supplement amends the prospectus, dated July 22, 2008 (the “Prospectus”) relating to the offer and sale by the selling stockholders listed in the Prospectus of up to 4,574,275 shares of common stock of SeraCare Life Sciences, Inc. This prospectus supplement amends the Prospectus to include information related to the financial condition and results of operations of SeraCare as of and for the quarter ended December 31, 2008.

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. We will not receive any proceeds from the sale of the shares of common stock by selling stockholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

February 17, 2009

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008


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: 1-34105

SeraCare Life Sciences, Inc.

(Exact name of registrant as specified in its charter)


DE (State or other jurisdiction of incorporation or organization)		33-0056054 (I.R.S. Employer Identification No.)

37 Birch Street Milford, MA (Address of principal executive offices)		01757 (Zip Code)

Registrant’s telephone number, including area code: (508) 244-6400

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. Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yesþ Noo

The number of shares of common stock outstanding as of January 31, 2009 was 18,577,596.

TABLE OF CONTENTS


	Page
PART I: FINANCIAL INFORMATION		3
Item 1. Financial Statements		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		18
Item 4. Controls and Procedures		18
PART II: OTHER INFORMATION		19
Item 1. Legal Proceedings		19
Item 1A. Risk Factors		19
Item 6. Exhibits		19

PART I: FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We caution you that this document contains disclosures that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about SeraCare Life Sciences, Inc. (“SeraCare” or the “Company”). All statements regarding our expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budget, projected costs or cost savings, capital expenditures, competitive positions, growth opportunities for existing products or products under development, plans and objectives of management for future operations and markets for stock are forward-looking statements. In addition, forward-looking statements include statements in which we use words such as “expect,” “believe,” “anticipate,” “intend,” or similar expressions. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, we cannot assure you that these expectations will prove to have been correct, and actual results may differ materially from those reflected in the forward-looking statements. Factors that could cause our actual results to differ from the expectations reflected in the forward-looking statements in this document include those set forth in “Risk Factors” in Part II, Item 1A. Many of these factors are beyond our ability to control or predict.

Item 1. Financial Statements

SERACARE LIFE SCIENCES, INC.

BALANCE SHEETS — UNAUDITED


	As of			As of
	December 31,			September 30,
	2008			2008
ASSETS
Current Assets
Cash and cash equivalents	$	5,003,249		$	2,945,866
Accounts receivable, less allowance for doubtful accounts of $175,000 and $170,000 as of December 31, 2008 and September 30, 2008, respectively		5,136,691			6,540,069
Taxes receivable		488,847			488,847
Inventory		11,787,768			12,153,891
Prepaid expenses and other current assets		203,597			664,406

Total current assets		22,620,152			22,793,079
Property and equipment, net		6,418,970			6,218,242
Assets held for sale		1,914,330			1,914,330
Goodwill		4,284,979			19,376,078
Other intangible assets		114,000			181,985
Other assets		586,841			612,841

Total assets	$	35,939,272		$	51,096,555

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,816,521		$	2,766,790
Accrued expenses and other liabilities		2,210,574			3,658,983
Revolving credit facility and current portion of long-term debt		5,823,839			2,037,396

Total current liabilities		9,850,934			8,463,169
Long-term debt		90,078			61,038
Other liabilities		2,186,454			2,162,123

Total liabilities		12,127,466			10,686,330

Commitments and contingencies
Stockholders’ equity
Preferred stock, $.001 par value, 5,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $.001 par value, 35,000,000 shares authorized, 18,569,660 and 18,565,580 shares issued and outstanding as of December 31, 2008 and September 30, 2008, respectively		18,570			18,566
Additional paid-in capital		101,897,666			101,585,566
Retained earnings (deficit)		(78,104,430	)		(61,193,907	)

Total stockholders’ equity		23,811,806			40,410,225

Total liabilities and stockholders’ equity	$	35,939,272		$	51,096,555

See accompanying notes to financial statements.

SERACARE LIFE SCIENCES, INC.

STATEMENTS OF OPERATIONS — UNAUDITED


	For the three months ended
	December 31,
	2008			2007
Revenue	$	9,270,619		$	12,626,319
Cost of revenue		6,984,539			8,527,836

Gross profit		2,286,080			4,098,483
Research and development expense		393,576			371,176
Selling, general and administrative expenses		3,592,832			3,718,211
Impairment of goodwill		15,091,099			—
Reorganization items		—			615,806

Operating loss		(16,791,427	)		(606,710	)
Interest expense		(102,168	)		(105,433	)
Other income, net		7,582			46,886

Loss before income taxes		(16,886,013	)		(665,257	)
Income tax expense		24,510			1,800

Net loss	$	(16,910,523	)	$	(667,057	)

Loss per common share
Basic and diluted net loss per common share	$	(0.91	)	$	(0.04	)

Weighted average shares outstanding
Basic and diluted		18,568,906			18,558,708

See accompanying notes to financial statements.

SERACARE LIFE SCIENCES, INC.

STATEMENTS OF CASH FLOWS — UNAUDITED


	For the three months ended
	December 31,
	2008			2007
Cash flows from operating activities:
Net loss	$	(16,910,523	)	$	(667,057	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		339,327			319,422
Amortization of deferred financing expenses		44,969			44,969
Bad debt expense		3,077			25,614
Write-down of inventory		214,235			130,415
Impairment of goodwill		15,091,099			—
Gain on disposal of property and equipment		(1,947	)		—
Stock-based compensation		312,104			408,293
(Increase) decrease from changes:
Accounts receivable		1,400,301			(1,807,814	)
Taxes receivable		—			142,189
Inventory		151,888			(2,595,727	)
Prepaid expenses and other current assets		21,356			(87,688	)
Other assets		(18,969	)		(185,550	)
Increase (decrease) from changes:
Accounts payable		(950,269	)		1,296,757
Prepetition liabilities		—			(45,808	)
Accrued expenses and other liabilities		(1,424,078	)		1,203,291

Net cash used in operating activities		(1,727,430	)		(1,818,694	)

Cash flows from investing activities:
Purchases of property and equipment		(405,606	)		(1,686,492	)
Proceeds from landlord for leasehold improvements		439,453			382,036
Proceeds from the disposal of property and equipment		12,000			—

Net cash provided by (used in) investing activities		45,847			(1,304,456	)

Cash flows from financing activities:
Repayments of long-term debt		(62,828	)		(44,951	)
Repayments of revolving credit facility		(7,198,206	)		—
Proceeds from revolving credit facility		11,000,000			—

Net cash provided by (used in) financing activities		3,738,966			(44,951	)

Net increase (decrease) in cash and cash equivalents		2,057,383			(3,168,101	)
Cash and cash equivalents,beginning of period		2,945,866			9,523,950

Cash and cash equivalents,end of period	$	5,003,249		$	6,355,849

See accompanying notes to financial statements.

SERACARE LIFE SCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation

The unaudited condensed financial statements of SeraCare Life Sciences, Inc. (“SeraCare” or the “Company”) for the three months ended December 31, 2008 and 2007 presented herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In addition, the September 30, 2008 unaudited condensed Balance Sheet was derived from the audited financial statements, but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the audited financial statements for the year ended September 30, 2008 and the notes thereto included in the Company’s Annual Report on Form 10-K. The accounting policies used in preparing these unaudited condensed financial statements are materially consistent with those described in the audited September 30, 2008 financial statements.

The financial information in this Report reflects, in the opinion of management, all adjustments of a normal recurring nature necessary to present fairly the results for the interim period. Quarterly operating results are not necessarily indicative of the results that may be expected for other interim periods or the year ending September 30, 2009.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Judgments and estimates of uncertainties are required in applying the Company’s accounting policies in many areas. Following are some of the areas requiring significant judgments and estimates: revenue recognition, cost of revenue, accounts receivable, inventory, cash flow and valuation assumptions in performing asset impairment tests of long-lived assets, income taxes and stock-based compensation value.

2. Recent Accounting Pronouncements

SFAS No. 157, “Fair Value Measurements”

SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”), has been issued by the Financial Accounting Standards Board (the “FASB”). This new standard provides guidance for using fair value to measure assets and liabilities. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. Currently, over 40 accounting standards within GAAP require (or permit) entities to measure assets and liabilities at fair value. The standard clarifies that for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company’s mark-to-model value. SFAS 157 also requires expanded disclosure of the effect on earnings for items measured using unobservable data. Under SFAS 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, SFAS 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy.

The FASB agreed to defer the effective date of SFAS 157 for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The FASB again rejected the proposal of a full-one year deferral of the effective date of SFAS 157. SFAS 157 was issued in September 2006, and is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted this statement on October 1, 2008 for assets and liabilities not subject to the deferral and will adopt this statement on October 1, 2009 for all other assets and liabilities. SFAS 157 did not have and is not expected to have a material effect on the condensed financial position, results of operations or cash flows of the Company.

SFAS No. 141 (Revised 2007), “Business Combinations”

On December 4, 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”).Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific items, including:

	•		acquisition costs will be generally expensed as incurred;

	•		noncontrolling interests will be valued at fair value at the acquisition date;

	•		acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;

	•		in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date until the completion or abandonment of the associated research and development efforts;

	•		restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and

	•		changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the Company will adopt this statement on October 1, 2009. The Company is currently assessing the impact of this statement.

SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51”

On December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, the Company will adopt this statement on October 1, 2009. The Company is currently assessing the impact of this statement.

3. Reorganization

Reorganization items include legal, accounting and other professional fees related to the Company’s bankruptcy proceedings, reorganization, litigation and efforts to become a current and timely filer with the Securities and Exchange Commission (“SEC”). These expenses totaled $0.6 million during the three months ended December 31, 2007. There were no reorganization items during the three months ended December 31, 2008.

4. Inventory

Inventory consists primarily of human blood plasma and products derived from human blood plasma. Inventory is carried at specifically identified cost and assessed periodically to ensure it is valued at the lower of cost or market. The Company reviews inventory periodically for impairment based upon factors related to usability, age and fair market value and provides a reserve where necessary to ensure the inventory is appropriately valued. A provision has been made to reduce excess and not readily marketable inventories to their estimated net realizable value.

Inventory consists of the following:


	December 31, 2008			September 30, 2008
Raw materials and supplies	$	2,390,479		$	2,177,933
Work-in process		1,095,272			1,494,030
Finished goods		11,716,714			11,985,479

Gross inventory		15,202,465			15,657,442
Reserve for obsolete inventory		(3,414,697	)		(3,503,551	)

Net inventory	$	11,787,768		$	12,153,891

5. Goodwill

Due to the economic downturn, the turmoil in the financial markets and the associated decline in the Company’s stock price and market capitalization, the Company tested goodwill for impairment as of December 31, 2008. The Company revised its future cash flows projections as sales during the three months ended December 31, 2008 were lower than expected due to the economic downturn. As a result, the Company recorded an impairment charge to goodwill in the amount of $15.1 million which related to its Diagnostic & Biopharmaceutical Products segment. This represents the entire balance of goodwill related to the Diagnostic & Biopharmaceutical Products segment. The Company determined the fair value of this segment under various methodologies including allocating the Company’s market capitalization to each segment according to revenue as well as performing a discounted cash flow analysis. Using a discounted cash flow model requires a number of assumptions about future cash flows and related costs necessary to generate such estimated cash flows. Using what management believes are reasonable assumptions based on the best information available as of the date of the financial statements, the value of the BioServices segment was found to be in excess of its carrying value as of December 31, 2008, and therefore the related goodwill was not impaired. The remaining goodwill of $4.3 million on the December 31, 2008 balance sheet relates to the BioServices segment. There was no impairment charge associated with the BioServices segment as it is service driven and has fewer assigned assets which have a lower carrying amount as compared to the Diagnostic & Biopharmaceutical Products segment which requires more assets to manufacture and sell products. The Company will continue to test the remaining goodwill for impairment as part of its annual impairment testing or as events occur that would more likely than not reduce the fair value of the reporting unit below its carrying value.

The change in the carrying value of goodwill during the three months ended December 31, 2008 is summarized as follows:


Balance as of September 30, 2008	$	19,376,078
Goodwill impairment Diagnostic & Biopharmaceutical Products		(15,091,099	)

Balance as of December 31, 2008	$	4,284,979

6. Commitments and Contingencies

The Company is involved from time to time in litigation incidental to the conduct of the Company’s business, but except as noted below, the Company is not currently a party to any material lawsuit or proceeding.

Chapter 11 Bankruptcy

On March 22, 2006, SeraCare Life Sciences, Inc., a California corporation, filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”). On February 21, 2007, the Bankruptcy Court entered an order confirming the Joint Plan of Reorganization (the “Plan of Reorganization”). The Plan of Reorganization became effective on May 17, 2007, on which date the provisions of the Plan of Reorganization became operative and the transactions contemplated by the Plan of Reorganization were consummated. All items under the Plan of Reorganization have been completed.

Shareholder Litigation

The Company and certain of its former officers and directors and one of its current directors were named in a number of federal securities class action lawsuits as well as federal and state derivative class action lawsuits. Beginning on December 22, 2005, the first of seven shareholder class action complaints was filed in the United States District Court for the Southern District of California. Those cases were subsequently consolidated under the captionIn re SeraCare Life Sciences, Inc. Securities Litigation, Master File No. C-05-2335-H. On September 4, 2007, the United States District Court for the Southern District of California approved the motion for final settlement of the federal class actions and entered an order of settlement and final judgment dismissing with prejudice the claims. There were no objections to the final settlement. Shareholders owning a nonmaterial number of shares opted out of the final settlement. Pursuant to the settlement, $4.4 million was provided pursuant to the Company’s insurance policy with Carolina Casualty, of which $3.0 million was awarded to the plaintiffs, $0.5 million was reserved to cover ongoing legal expenses for directors and officers related to the SEC and Department of Justice (“DOJ”) investigation (described below) and the remaining $0.9 million was reserved to cover the defendants’ previously incurred legal expenses. All of the defendants in the lawsuit settled with the Company by waiving any future indemnification with respect to the DOJ investigation and/or other matters in exchange for being released by the Company with respect to any derivative action.

Department of Justice/Securities and Exchange Commission

In the first half of 2006 while the Company was under prior management, the Company and certain former officers and directors were served with grand jury subpoenas by the U.S. Attorney’s Office for the Southern District of California requesting the production of certain documents. At about the same time, the Company learned that the staff of the SEC, Division of Enforcement was also conducting an investigation focused on the Company’s financial statements filed with the SEC prior to September 30, 2005, the accounting documentation related to these financial statements and the ability of the Company’s auditors to rely on representations of the Company’s former management. In September 2008, the SEC notified the Company that the SEC completed its investigation of the Company and does not intend to recommend any enforcement action against the Company. The Company is cooperating fully with the requests of the U.S. Attorney’s Office.

7. Leases

On October 1, 2007, the Company entered into a lease agreement pursuant to which the Company is leasing an additional 23,000 square feet for a total of approximately 60,000 rentable square feet in three buildings in a business park in Milford, Massachusetts. Renovations on the buildings in the new Milford facility began in early October 2007. In January 2008, the Company moved its headquarters from its West Bridgewater, Massachusetts facility to its Milford facility and moved the manufacturing operations from West Bridgewater to Milford during the quarter ended September 30, 2008. The renovations to the Milford facility generated an increase in capital expenditures related to leasehold improvements and equipping the corporate headquarters. The landlord reimbursed the Company $1.2 million for leasehold improvements. The Company has recorded the $1.2 million as a deferred lease liability which is recognized over the term of the lease using the straight-line method. The Company is also accounting for the lease expense using the straight-line method which results in a deferred lease liability. As of both December 31, 2008 and September 30, 2008, the total deferred lease liability for this facility was $1.4 million.

In addition, the Company is currently leasing properties in Frederick, Maryland and Gaithersburg, Maryland. These operating leases expire July 2015 and October 2017, respectively, and currently consist of approximately 65,000 square feet and 36,000 square feet, respectively. These properties include testing laboratories, refrigerated storage facilities and administrative offices. These leases are accounted for as operating leases using the straight-line method. During the three months ended December 31, 2008, our landlord reimbursed the Company $0.4 million for leasehold improvements at our Gaithersburg facility. The Company has recorded the $0.4 million as a deferred lease liability which is recognized over the term of the lease using the straight-line method. As of both December 31, 2008 and September 30, 2008, the total deferred lease liability for these facilities was $1.0 million. The Company also leases various equipment under capital leases.

8. Assets Held For Sale

On October 1, 2007, the Company signed a lease agreement which enabled it to consolidate all of its Massachusetts operations into its Milford facility during the year ended September 30, 2008. As a result, the Company began marketing the West Bridgewater facility and land for sale. The net book value of these assets is $1.9 million as of December 31, 2008.

9. Debt

Debt consists of the following:


	December 31, 2008			September 30, 2008
Real property mortgage note	$	1,906,629		$	1,940,448
Revolving credit facility		3,801,794			—
Capital leases		205,494			157,986

Total debt		5,913,917			2,098,434
Less current portion		(5,823,839	)		(2,037,396	)

Total long-term debt	$	90,078		$	61,038

Revolving Credit Facility

On June 7, 2007, the Company entered into a three-year Credit and Security Agreement, dated as of June 4, 2007, with Merrill Lynch Capital (now GE Capital) pursuant to which a $10.0 million revolving credit facility was made available to the Company. Obligations under the Credit and Security Agreement are secured by substantially all the assets of the Company excluding the Company’s real property located at its West Bridgewater facility, which is subject to a separate mortgage note. The revolving credit facility, which may be used for working capital and other general corporate purposes, is governed by a borrowing base. The loan bears interest at a rate per annum equal to 2.75% over LIBOR. The effective interest rate as of December 31, 2008 was 3.22%. The Company pays 0.50% per annum as an unused line fee. Interest is payable monthly. Amounts under the revolving credit facility may be repaid and re-borrowed until June 4, 2010. Mandatory prepayments of the revolving credit facility are required any time the outstanding revolving loan balance exceeds the borrowing base. The agreement contains standard representations, covenants and events of default for facilities of this type. In addition, the agreement prohibits the payment of dividends during the term of the agreement. Occurrence of an event of default allows the lenders to accelerate the payment of the loans and/or terminate the commitments to lend, in addition to the exercise of other legal remedies, including foreclosing on collateral. As of December 31, 2008, $1.8 million was available for additional borrowing. The agreement contains financial maintenance covenants. We are currently in compliance with these covenants. However, we cannot assure that these covenants will be met in the future as described in the risk factors in our annual report.

Real Property Mortgage Note

The Company has a promissory note (the “Note”) with Commerce Bank & Trust Company (“Commerce Bank”) which is secured by a mortgage on the real property located at 375 West Street, West Bridgewater, Massachusetts (the “Real Property”). The outstanding principal balance under the Note bears interest at a rate per annum equal to 0.75% in excess of Commerce Bank’s published corporate base rate. The effective interest rate as of December 31, 2008 was 4.00%. The unpaid principal and interest under the Note is due and payable in full on August 31, 2009, although the Note may be repaid in whole or part, at any time, without penalty. The outstanding principal balance under the Note, together with all unpaid interest, may be accelerated and become immediately due and payable following a default under the Note or the loan agreement (and the expiration of applicable cure periods) or if the Real Property is transferred by the Company to a third party without Commerce Bank’s consent.

10. Stockholders’ Equity

The Company is authorized to issue 35,000,000 shares of common stock and 5,000,000 shares of preferred stock at $0.001 par value. The Board of Directors may, without further action by the Company’s shareholders, issue preferred stock in one or more series. These terms may include voting rights, preferences as to dividends and liquidation, and conversion and redemption rights.

During the three months ended December 31, 2008, the non-employee directors were issued a total of 4,080 shares of the Company’s common stock.

As of December 31, 2008, the total number of shares outstanding was 18,569,660.

The Company is prohibited from paying dividends under the Credit and Security Agreement with GE Capital.

11. Stock-Based Compensation Plans

SeraCare has granted various stock-based awards under its Amended and Restated 2001 Stock Incentive Plan, as amended (the “Plan”), which are described in further detail in SeraCare’s Annual Report on Form 10-K for the year ended September 30, 2008. Unless the Compensation Committee otherwise provides, stock options vest ratably over three years. The maximum term of stock options is ten years. Options that are granted to Board members generally vest either immediately or over one year.

A summary of the Company’s options as of December 31, 2008 and changes during the three months then ended is presented below:


				Weighted-
				Average
	Number			Exercise
	of			Price Per
Options	Options			Share
Outstanding September 30, 2008		1,662,000		$	7.11
Granted		603,200		$	1.25
Exercised		—		$	—
Forfeited/Expired		(23,000	)	$	6.34


Outstanding December 31, 2008		2,242,200		$	5.54


Exercisable at December 31, 2008		1,083,662		$	7.86

As of December 31, 2008, options to purchase 34,596 shares of common stock remain available for future grants under the Plan.

As of December 31, 2008, options to purchase 700,000 shares of common stock were issued outside the Plan, of which 466,666 were exercisable. During the three months ended December 31, 2008, no additional options to purchase shares of common stock were issued outside of the Plan. These options vest in equal annual installments over a period of three years and have a maximum term of ten years.

During the three months ended December 31, 2008, the Company granted 4,080 shares of common stock to the non-employee directors under the Plan. The fair value of these grants was expensed to selling, general and administrative when granted. The Company did not grant any stock options with an exercise price that was less than the market price of the underlying stock on the date of the grant in the current period.

The following table presents stock-based compensation expense included in our statements of operations:


	Three Months Ended December 31,
	2008		2007

Cost of revenue	$	59,005	$	44,002
Research and development expense		16,401		8,777
Selling, general and administrative expenses		236,698		355,514

Total stock-based compensation expense	$	312,104	$	408,293


Incremental charge to earnings per share:
Basic and diluted	$	0.02	$	0.02

12. Earnings Per Share

Basic net income (loss) per common share is computed based on the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed in accordance with the “if converted” method, which uses the weighted average number of common shares outstanding during the period and also includes the dilutive effect of potentially issuable common stock from outstanding stock options and warrants.

The following table sets out the computations of basic and diluted net income per common share:


	Three Months Ended December 31,
	2008			2007
Numerator:
Net loss	$	(16,910,523	)	$	(667,057	)

Denominator:
Weighted average common shares outstanding		18,568,906			18,558,708
Effect of dilutive securities:
Stock options(1)		—			—

Diluted weighted average common shares outstanding		18,568,906			18,558,708


Basic and diluted net loss per common share	$	(0.91	)	$	(0.04	)


(1)		Excluded from the calculation of diluted net income per common share for the three months ended December 31, 2008 and 2007 were 1,651,728 and 1,571,772 shares, respectively, related to stock options because their effect was anti-dilutive.

13. Segment Information

The Company’s business is divided into two segments: Diagnostic & Biopharmaceutical Products and BioServices. SeraCare’s Diagnostic & Biopharmaceutical Products segment includes two categories: controls and panels used for the evaluation and quality control of infectious disease tests in hospital and clinical labs, and blood banks, and byin vitrodiagnostic manufacturers; and reagents and bioprocessing products, which include the manufacture and supply of biological materials used in the research, development and manufacturing of human and animal diagnostics, therapeutics and vaccines. The BioServices segment includes biobanking, sample processing and testing services for research and clinical trials, and contract research services in molecular biology, virology and biochemistry. These reportable segments are strategic business lines that offer different products and services and require different marketing strategies.

The Company utilizes multiple forms of analysis and control to evaluate the performance of the segments and to evaluate investment decisions. Gross profit is deemed to be the most significant measurement of performance, and administrative expenses are not allocated or reviewed by management at the segment level. Therefore, management has not allocated research and development expense, selling, general and administrative expenses, interest expense or reorganization items to the segments. Segments are expected to manage only assets completely under their control. Accordingly, segment assets include primarily accounts receivable, inventory, property plant and equipment and goodwill and do not include assets identified as general corporate assets. Amortization of intangibles is not allocated to the segment level and accordingly has not been included in this data. The following segment financial statements have been prepared on the same basis as the Company’s financial statements.

The Company’s segment information for the three months ended December 31, 2008 and 2007 is as follows:


	Three Months Ended December 31,
	2008		2007
Revenue:
Diagnostic & Biopharmaceutical Products	$	6,752,723	$	9,100,633
BioServices		2,517,896		3,525,686

Total revenue	$	9,270,619	$	12,626,319

Gross Profit:
Diagnostic & Biopharmaceutical Products	$	1,975,464	$	3,070,468
BioServices		310,616		1,028,015

Total gross profit	$	2,286,080	$	4,098,483

As previously discussed, the Company recorded an impairment to goodwill during the three months ended December 31, 2008 in the amount of $15.1 million which related to its Diagnostic & Biopharmaceutical Products segment. As a result, there has been a significant decline in segment assets since September 30, 2008.


	December 31, 2008		September 30, 2008
Identifiable assets:
Diagnostic & Biopharmaceutical Products	$	19,395,110	$	35,723,683
BioServices		8,233,290		8,564,597

Total identifiable assets	$	27,628,400	$	44,288,280

14. Fair Value Measurements

On October 1, 2008, the Company adopted Financial Accounting Standards No. 157Fair Value Measurement (“SFAS 157”) for financial assets and liabilities. This standard defines fair value and establishes a hierarchy for reporting the reliability of input measurements used to assess fair value for all assets and liabilities. SFAS 157 defines fair value as the selling price that would be received for an asset, or paid to transfer a liability, in the principal or most advantageous market on the measurement date. The hierarchy established prioritizes fair value measurements based on the types of inputs used in the valuation technique. The inputs are categorized into the following levels:

Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities

Level 2 - Directly or indirectly observable inputs for quoted and other than quoted prices for identical or similar assets and liabilities in active or non-active markets

Level 3 - Unobservable inputs not corroborated by market data, therefore requiring the entity to use the best available information available in the circumstances, including the entity’s own data.

Certain financial instruments are carried at cost on the condensed consolidated balance sheets, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other liabilities.

The Company determined that the fair value of the outstanding revolving credit facility and the real property mortgage note approximates their outstanding balances based on the remaining short term maturity of these instruments and other Level 3 measurements. The Company determined the estimated fair value amounts by using available market information and commonly accepted valuation methodologies. However, considerable judgment is required in interpreting market data as well as the risk of nonperformance related to the revolving credit facility and the real property mortgage note to develop estimates of fair value. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair values.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Financial Statements and related notes thereto and other financial information included elsewhere in thisForm 10-Q and our Annual Report onForm 10-K for the year ended September 30, 2008.

Business Overview

SeraCare serves the global life sciences industry by providing vital products and services to facilitate the discovery, development and production of human and animal diagnostics and therapeutics. The Company’s innovative portfolio includes diagnostic controls, plasma-derived reagents and molecular biomarkers and biobanking and contract research services. SeraCare’s quality systems, scientific expertise and state-of-the-art facilities support its customers in meeting the stringent requirements of the highly regulated life sciences industry.

The Company’s business is divided into two segments: Diagnostic & Biopharmaceutical Products and BioServices. SeraCare’s Diagnostic & Biopharmaceutical Products segment includes two types of products: controls and panels, which include the manufacture of products used for quality control of infectious disease testing in hospital and clinical testing labs and blood banks, and byin vitrodiagnostic manufacturers; and reagents and bioprocessing products, which include the manufacture and supply of biological materials used in the research, development and manufacturing of human and animal diagnostics, therapeutics and vaccines. The BioServices segment includes biobanking, sample processing and testing services for research and clinical trials, and contract research services in molecular biology, virology, immunology and biochemistry.

Critical Accounting Policies and Estimates

As previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2008, we have identified revenue recognition, inventory valuation, valuation of long-lived and intangible assets and goodwill, contingencies and litigation reserves, stock-based compensation, and accounting for income taxes as the accounting policies critical to the operations of SeraCare. For a full discussion of these policies, please refer to our Annual Report on Form 10-K for the year ended September 30, 2008.

Results of Operations

The following table shows gross profit and expense items as a percentage of net revenue:


	Three Months Ended December 31,
	2008			2007
	%			%
STATEMENT OF OPERATIONS DATA:
Revenue		100.0			100.0
Cost of revenue		75.3			67.5

Gross profit		24.7			32.5
Research and development expense		4.2			2.9
Selling, general and administrative expenses		38.8			29.5
Impairment of assets		162.8			—
Reorganization items		—			4.9

Operating loss		(181.1	)		(4.8	)
Interest expense		(1.1	)		(0.8	)
Other income, net		0.1			0.3

Loss before income taxes		(182.1	)		(5.3	)
Income tax expense		(0.3	)		—

Net loss		(182.4	)		(5.3	)

Comparison of three months ended December 31, 2008 and December 31, 2007

Revenue

The following table sets forth segment revenue in millions of dollars for the three months ended December 31, 2008 and 2007, respectively:


	December 31,		December 31,		Percent
	2008		2007		change
Diagnostic & Biopharmaceutical Products	$	6.8	$	9.1		(25.3	)%
BioServices		2.5		3.5		(28.6	)%

Total revenue	$	9.3	$	12.6		(26.2	)%

Revenue for the three months ended December 31, 2008 decreased by 26.2%, or $3.3 million, to $9.3 million from $12.6 million in the three months ended December 31, 2007. Diagnostic & Biopharmaceutical Products revenue during the same period decreased by $2.3 million, a 25.3% decrease. Diagnostic & Biopharmaceutical Products revenue had nominal sales from therapeutic grade human serum albumin products during the three months ended December 31, 2008 as compared to $2.6 million in the three months ended December 31, 2007. As previously disclosed, this revenue has historically been variable and is not expected to be significant during the remainder of the year due to the validation requirements to switch suppliers of raw materials used in biopharmaceutical manufacturing. The Company switched suppliers in December 2007 as its previous supply agreement was not renewed. Excluding therapeutic grade human serum albumin products, our core manufactured products increased $0.2 million, or 3%, due to organic growth.

Revenue for our BioServices segment decreased by $1.0 million, a 28.6% decrease. During the three months ended December 31, 2007 we billed $0.5 million pursuant to a government contract which related to the settlement of indirect billing rates used in previous periods. We had no such billings during the three months ended December 31, 2008. The remaining decrease is due to reduced research spending resulting in fewer requests for services from our customers.

Gross Profit

Gross profit margin decreased to 24.7% in the three months ended December 31, 2008 from 32.5% in the three months ended December 31, 2007. During the three months ended December 31, 2007, our margin rates received a benefit due to $0.5 million billed pursuant to a government contract which related to the settlement of indirect billing rates used in previous periods. In addition, our margins decreased due to our fixed costs which were spread over a lower revenue base.

Research and Development Expense

Research and development expense totaled $0.4 million, or 4.2% of revenue, in the three months ended December 31, 2008 and $0.4 million, or 2.9% of revenue, in the three months ended December 31, 2007. During the three months ended December 31, 2008, we have focused on cost control and spending has remained flat as compared to the three months ended December 31, 2007.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased to $3.6 million, or 38.8% of revenue in the three months ended December 31, 2008, from $3.7 million, or 29.5% of revenue in the three months ended December 31, 2007. As part of our fiscal 2009 operating plan, we have implemented procedures to decrease discretionary spending from the prior year.

Impairment of Assets

Reorganization Items

Operating Loss

Operating loss resulted from the factors above and included an impairment charge and stock-based compensation expense. Operating loss was $16.8 million for the three months ended December 31, 2008, which included impairment of goodwill and stock-based compensation expense totaling $15.1 million and $0.3 million, respectively, as compared to operating loss of $0.6 million for the three months ended December 31, 2007, which included stock-based compensation expense and reorganization expense totaling $0.4 million and $0.6 million, respectively.

Interest Expense and Other Income

Interest expense totaled $0.1 million in each of the three month periods ended December 31, 2008 and 2007. Other income was nominal in each period.

Net Loss and Net Loss Per Share

As a result of the above, net loss was $16.9 million in the three months ended December 31, 2008 compared to a net loss of $0.7 million in the three months ended December 31, 2007. Net loss per share on a basic and fully diluted basis was $0.91 in the three months ended December 31, 2008 compared to $0.04 in the three months ended December 31, 2007.

Liquidity and Capital Resources

Cash Flows

The following table summarizes our sources and uses of cash over the three month periods indicated (in millions):


	December 31,			December 31,
	2008			2007
Net cash used in operating activities	$	(1.7	)	$	(1.8	)
Net cash provided by (used in) investing activities		0.1			(1.3	)
Net cash provided by (used in) financing activities		3.7			(0.1	)

Net increase (decrease) in cash and cash equivalents	$	2.1		$	(3.2	)

As of December 31, 2008, our cash balance was $5.0 million, an increase of $2.1 million from our cash balance as of September 30, 2008. We had a current ratio of 2.3 to 1 as of December 31, 2008 compared to 2.7 to 1 as of September 30, 2008. Total liabilities as of December 31, 2008 were $12.1 million compared to $10.7 million as of September 30, 2008. The total debt to equity ratio as of December 31, 2008 was 0.5 compared to 0.3 as of September 30, 2008.

We believe our current cash on hand combined with future operating cash flows and our availability to draw funds under our Credit and Security Agreement with GE Capital will be sufficient to meet our future operating cash needs through September 30, 2009. As of December 31, 2008, the balance outstanding under the revolving credit facility was $3.8 million and we had $1.8 million available for additional borrowing. Our Credit and Security Agreement with GE Capital contains financial maintenance covenants. We are currently in compliance with these covenants. However, we cannot assure that these covenants will be met in the future as described in the risk factors in our annual report.

Operating Cash Flows

Cash used in operating activities was $1.7 million for the three months ended December 31, 2008, an improvement of $0.1 million compared to cash used of $1.8 million for the three months ended December 31, 2007. During the three months ended December 31, 2008, we had a net loss of $16.9 million, which included non-cash charges of approximately $16.0 million, primarily related to goodwill impairment of $15.1 million, depreciation and amortization of $0.4 million, stock based compensation of $0.3 million and inventory write-downs of $0.2 million. Our accounts receivable decreased $1.4 million while our accounts payable and accrued expenses decreased $1.0 million and $1.4 million, respectively. The decrease in accounts receivable is due to both increased collection activity as well as lower revenue during the three months ended December 31, 2008. Accounts payable declined as we decreased spending during the three months ended December 31, 2008. Accrued expenses decreased due to the payment of bonuses as well as lower accrued compensation due to the timing of payroll.

Investing Cash Flows

Cash provided by investing activities was $0.1 million in the three months ended December 31, 2008, an improvement of $1.4 million compared to cash used of $1.3 million in the three months ended December 31, 2007. During the three months ended December 31, 2008, we received $0.4 million from our landlord for renovations at our Gaithersburg, Maryland facility. In addition, we spent $0.4 million for renovations at our Frederick, Maryland facility as well as for various equipment. Cash flows used in investing activities in the three months ended December 31, 2007 related primarily to capital expenditures for construction of our new corporate offices in Milford, Massachusetts, net of landlord reimbursements. This construction was completed during the year ended September 30, 2008.

Financing Cash Flows

Cash provided by financing activities was $3.7 million in the three months ended December 31, 2008 compared to cash used of $0.1 million in the three months ended December 31, 2007. The Company utilized the GE Capital revolving credit facility and received proceeds of $11.0 million throughout the three months ended December 31, 2008. The Company made payments of $7.3 million during the three months ended December 31, 2008 for the revolving credit facility, mortgage note and various capital leases.

Off-Balance Sheet Arrangements

During the three months ended December 31, 2008, we were not party to any off-balance sheet arrangements.

Assets Held For Sale

On October 1, 2007, the Company signed a lease agreement which enabled it to consolidate all of its Massachusetts operations into its Milford facility during fiscal 2008. As a result, the Company began marketing the West Bridgewater facility and land for sale. The net book value of these assets is $1.9 million as of December 31, 2008.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate and Market Risk.As of December 31, 2008, our only assets or liabilities subject to risks from interest rate changes are (i) debt under the revolving credit facility in the aggregate amount of $3.8 million, (ii) debt under the West Bridgewater mortgage note in the aggregate amount of $1.9 million and (iii) cash and cash equivalents of $5.0 million, substantially all of which are collateralized by short-term federal government securities. Our debt bears interest at a variable rate. If interest rates affecting the Company’s floating rate debt were to change by one percentage point from levels at December 31, 2008, we estimate that our pre-tax income would change by approximately $57,000 over a twelve month period. In addition, the fair value of our investments will change by an immaterial amount, and therefore, our exposure to interest rate changes is immaterial.

Foreign Currency Exchange Risk.The Company does not believe that it currently has material exposure to foreign currency exchange risk because all international sales are designated in U.S. dollars.

We were not a party to any derivative financial instruments at December 31, 2008.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Rule 13a-15(b) under the Exchange Act and Item 307 of Regulation S-K require management to evaluate the effectiveness of the design and operation of our disclosure controls and procedures as of the end of each fiscal quarter. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, including the principal executive officer and the principal financial officer, conducted an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of December 31, 2008.

Changes in Internal Control

As required by Rule 13a-15(d) of the Exchange Act, the Company’s management, including the principal executive officer and the principal financial officer conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, the principal executive officer and the principal financial officer concluded no such changes during the quarter ended December 31, 2008 materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

With respect to the fiscal quarter ended December 31, 2008, the information required in response to this Item is set forth in Note 6 to our Financial Statements contained in this report, and such information is hereby incorporated herein by reference. Such description contains all of the information required with respect hereto.

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

Item 6. Exhibits

(a)Exhibits.

The Exhibits listed in the Exhibit Index immediately preceding the Exhibits are filed as a part of this Quarterly Report on Form 10-Q.

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.


SERACARE LIFE SCIENCES, INC.
	/s/ Gregory A. Gould
	By:	Gregory A. Gould
	Title:	Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer

Date: February 17, 2009

INDEX TO EXHIBITS


Exhibit
Number		Exhibit Description
31.1		Sarbanes-Oxley Act Section 302 Certification of Susan L.N. Vogt.
31.2		Sarbanes-Oxley Act Section 302 Certification of Gregory A. Gould.
32.1		Sarbanes-Oxley Act Section 906 Certification of Susan L.N. Vogt and Gregory A. Gould.

EXHIBIT 31.1

I, Susan L.N. Vogt, certify that:

1. I have reviewed this quarterly report of SeraCare Life Sciences, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant internal control over financial reporting.

/s/ Susan L.N. Vogt

Susan L.N. Vogt
President and Chief Executive Officer
Date: February 17, 2009

EXHIBIT 31.2

I, Gregory A. Gould certify that:

1. I have reviewed this quarterly report of SeraCare Life Sciences, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant internal control over financial reporting.

/s/ Gregory A. Gould

Gregory A. Gould
Chief Financial Officer
Date: February 17, 2009

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SeraCare Life Sciences, Inc. (the “Company”) on Form 10-Q for the fiscal period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Susan L.N. Vogt, Chief Executive Officer of the Company, and Gregory A. Gould, Chief Financial Officer of the Company, certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:

(1) the Company’s Form 10-Q for the period ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Company’s Form 10-Q for the period ended December 31, 2008 fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Susan L.N. Vogt

Susan L.N. Vogt
President and Chief Executive Officer

Date: February 17, 2009

/s/ Gregory A. Gould

Gregory A. Gould
Chief Financial Officer

Date: February 17, 2009

Seracare Life Sciences (SRLS) Inactive 424B3Prospectus supplement

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