Standard Diversified (SDI) 8-K/A Completion of Acquisition or Disposition of Assets

EXHIBIT 99.1

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

On October 16, 2012, the Company completed the previously announced disposition of its business units comprised of the development, manufacturing and sale of diagnostics kits for the detection of various food pathogens and genetically modified organisms (the “Food Safety and Ag/GMO Business”), pursuant to the terms of the Purchase Agreement, dated as of September 28, 2012 (as amended, the “Purchase Agreement”) between the Company and Romer Labs Technology, Inc. (“Romer”). At the closing, $600,000 of the $13,500,000 purchase price for the assets purchased by Romer pursuant to the Purchase Agreement was placed in escrow by Romer pending the satisfaction of certain post-closing conditions and the remaining $12,900,000 was paid by Romer to the Company in cash.

The unaudited pro forma consolidated balance sheet as of June 30, 2012 is based on the Company’s balance sheet as of June 30, 2012, after giving effect to the sale of the Food Safety and Ag/GMO Business, including the proceeds related to the purchase price as if the sale had occurred as of June 30, 2012. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2012 and June 30, 2011 and the fiscal years ended December 31, 2011, December 31, 2010 and December 31, 2009 give effect to the disposition of the Food Safety and Ag/GMO Business as if it occurred on January 1, 2009.

The unaudited pro forma consolidated balance sheet as of June 30, 2012 and unaudited pro forma consolidated statements of operations for the six months ended June 30, 2012 and June 30, 2011 have been derived from the consolidated financial statements and notes included in the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2012 that has been filed with the Securities and Exchange Commission ("SEC"). The unaudited pro forma consolidated statements of operations and the years ended December 31, 2011, December 31, 2010 and December 31, 2009 have been derived from the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 that has been filed with the with the SEC. The unaudited pro forma consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable.

The unaudited pro forma consolidated financial statements have been provided for informational purposes only. The unaudited pro forma consolidated financial statements do not purport to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements, including the notes thereto, should be read in conjunction with the Company’s audited consolidated financial statements and notes included in its Quarterly Report on Form 10-Q for the six months ended June 30, 2012 and the Annual Report on Form 10-K for the year ended December 31, 2011, that have both been filed with the SEC.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

(in thousands, except share and per share data)

	As of June 30, 2012
	As Reported		(1)	Pro Forma Adjustments				Pro Forma
ASSETS
Current Assets :
Cash and cash equivalents	$	7,535		$	12,380		(2)	$	19,915
Restricted cash		100							100
Receivables, net		3,503							3,503
Inventories		2,720			(798	)	(3)		1,922
Other current assets		802							802
Total current assets		14,660			11,582				26,242
Property and equipment, net		4,951			(124	)	(4)		4,827
Other assets		48							48
Deferred tax asset		36							36
Intangible assets, net		1,150			(1,150	)	(5)		-
Total assets	$	20,845		$	10,308			$	31,153
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities :
Current portion of debt	$	146						$	146
Accounts payable		673							673
Accrued expenses		1,855							1,855
Deferred revenue		239							239
Total current liabilities		2,913			-				2,913
Long-term debt		217			-				217
Stockholders' Equity:
Preferred stock		-							-
Common stock		210							210
Additional paid-in capital		42,513							42,513
Treasury stock		(555	)						(555	)
Accumulated deficit		(24,190	)		10,308		(6)		(13,882	)
Cumulative translation adjustments		(263	)						(263	)
Total stockholders' equity		17,715			10,308				28,023
Total liabilities and stockholders' equity	$	20,845		$	10,308			$	31,153
See accompanying notes to the unaudited pro forma consolidated financial statements.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

	Six Months Ended June 30, 2012
	As Reported		(9)	Dispostion of Food Safety and Ag/GMO Business		(8)	Pro Forma
Revenues	$	11,129		$	3,514		$	7,615
Cost of sales		4,977			1,398			3,579
Gross profit		6,152			2,116			4,036
Operating expenses:
Research and development		2,074			225			1,849
Selling, general and administrative		6,714			923			5,791
Total operating expenses		8,788			1,148			7,640
Operating (loss) income		(2,636	)		968			(3,604	)
Interest (expense), net		(17	)		-			(17	)
(Loss) income from continuing operations	$	(2,653	)	$	968		$	(3,621	)
Basic net (loss) income per share from continuing operations	$	(0.13	)	$	0.05		$	(0.18	)
Shares used in computing basic net (loss) income per share		20,497,523			20,497,523			20,497,523
Diluted net (loss) income per share from continuing operations	$	(0.13	)	$	0.05		$	(0.18	)
Shares used in computing diluted net (loss) income per share		20,497,523			20,497,523			20,497,523
See accompanying notes to the unaudited pro forma consolidated financial statements.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

	Six Months Ended June 30, 2011
	As Reported		(9)	Food Safety  and Ag/GMO Business		(8)	Pro Forma
Revenues	$	12,615		$	3,964		$	8,651
Cost of sales		5,429			1,438			3,991
Gross profit		7,186			2,526			4,660
Operating expenses:
Research and development		1,705			221			1,484
Selling, general and administrative		7,603			1,272			6,331
Total operating expenses		9,308			1,493			7,815
Operating (loss) income		(2,122	)		1,033			(3,155	)
Interest (expense), net		(17	)		-			(17	)
(Loss) income before taxes		(2,139	)		1,033			(3,172	)
Income tax expense		2			-			2
(Loss) income from continuing operations	$	(2,141	)	$	1,033		$	(3,174	)
Basic net (loss) income per share from continuing operations	$	(0.10	)	$	0.05		$	(0.16	)
Shares used in computing basic net (loss) income per share		20,401,055			20,401,055			20,401,055
Diluted net (loss) income per share from continuing operations	$	(0.10	)	$	0.05		$	(0.16	)
Shares used in computing diluted net (loss) income per share		20,401,055			20,401,055			20,401,055
See accompanying notes to the unaudited pro forma consolidated financial statements.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

	Year Ended December 31, 2011
	As Reported		(7)	Dispostion of Food Safety and Ag/GMO Business		(8)	Pro Forma
Revenues	$	24,193		$	7,673		$	16,520
Cost of sales		10,663			2,778			7,885
Gross profit		13,530			4,895			8,635
Operating expenses:
Research and development		3,734			463			3,271
Selling, general and administrative		14,504			2,444			12,060
Total operating expenses		18,238			2,907			15,331
Operating (loss) income		(4,708	)		1,988			(6,696	)
Interest (expense), net		(33	)		-			(33	)
(Loss) income before taxes		(4,741	)		1,988			(6,729	)
Income tax expense		29			-			29
(Loss) income from continuing operations	$	(4,770	)	$	1,988		$	(6,758	)
Basic net (loss) income per share from continuing operations	$	(0.23	)	$	0.10		$	(0.33	)
Shares used in computing basic net (loss) income per share		20,435,935			20,435,935			20,435,935
Diluted net (loss) income per share from continuing operations	$	(0.23	)	$	0.10		$	(0.33	)
Shares used in computing diluted net (loss) income per share		20,435,935			20,435,935			20,435,935
See accompanying notes to the unaudited pro forma consolidated financial statements.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

	Year Ended December 31, 2010
	As Reported		(7)	Dispostion of Food Safety and Ag/GMO Business		(8)	Pro Forma
Revenues	$	23,559		$	8,123		$	15,436
Cost of sales		9,832			2,766			7,066
Gross profit		13,727			5,357			8,370
Operating expenses:
Research and development		3,034			414			2,620
Selling, general and administrative		13,880			1,801			12,079
Total operating expenses		16,914			2,215			14,699
Operating (loss) income		(3,187	)		3,142			(6,329	)
Interest (expense), net		(42	)		-			(42	)
(Loss) income before taxes		(3,229	)		3,142			(6,371	)
Income tax (benefit)		(8	)		-			(8	)
(Loss) income from continuing operations	$	(3,221	)	$	3,142		$	(6,363	)
Basic net (loss) income per share from continuing operations	$	(0.16	)	$	0.16		$	(0.31	)
Shares used in computing basic net (loss) income per share		20,251,534			20,251,534			20,251,534
Diluted net (loss) income per share from continuing operations	$	(0.16	)	$	0.16		$	(0.31	)
Shares used in computing diluted net (loss) income per share		20,251,534			20,251,534			20,251,534
See accompanying notes to the unaudited pro forma consolidated financial statements.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

	Year Ended December 31, 2009
	As Reported		(7)	Dispostion of Food Safety and Ag/GMO Business		(8)	Pro Forma
Revenues	$	22,309		$	7,893		$	14,416
Cost of sales		10,149			3,216			6,933
Gross profit		12,160			4,677			7,483
Operating expenses:
Research and development		2,548			486			2,062
Selling, general and administrative		13,088			1,702			11,386
Total operating expenses		15,636			2,188			13,448
Operating (loss) income		(3,476	)		2,489			(5,965	)
Interest (expense), net		(15	)		-			(15	)
(Loss) income before taxes		(3,491	)		2,489			(5,980	)
Income tax (benefit)		(112	)		-			(112	)
(Loss) income from continuing operations	$	(3,379	)	$	2,489		$	(5,868	)
Basic net (loss) income per share from continuing operations	$	(0.17	)	$	0.12		$	(0.29	)
Shares used in computing basic net (loss) income per share		20,113,659			20,113,659			20,113,659
Diluted net (loss) income per share from continuing operations	$	(0.17	)	$	0.12		$	(0.29	)
Shares used in computing diluted net (loss) income per share		20,113,659			20,113,659			20,113,659
See accompanying notes to the unaudited pro forma consolidated financial statements.

STRATEGIC DIAGNOSTICS INC. AND SUBSIDIARIES
Footnotes to the Unaudited Pro forma Consolidated Financial Statements
(in thousands)
	(1)	Represents balances as reported on the unaudited Consolidated Balance Sheet
		included in the Company's Form 10-Q for the quarter ended June 30, 2012.
	(2)	Represents cash proceeds received from the Purchaser, net of transaction costs
		shown as follows:
			Proceeds from the purchaser	$       13,500
			Cash paid for transaction costs	(1,120)
			Total adjustments to cash and cash equivalents	$       12,380
	(3)	Represents balances pertaining to inventory
		purchased as part of the Asset Purchase Agreement.
	(4)	Represents the net book value of equipment
		purchased as part of the Asset Purchase Agreement.
	(5)	Represents the net book value of intangible
		assets purchased as part of the Asset Purchase Agreement.
	(6)	Represents the portion of the estimated gain on the
		sale to be recorded by the Company during its fourth quarter
		of fiscal year 2012.
	(7)	Represents results of operations as reported on the audited Consolidated Statements
		of Operations included in the Company's fiscal 2011 Annual Report on form 10-K.
	(8)	Represents the results of operations of the Food Safety and Ag/GMO Business.
	(9)	Represents results of operations as reported on the unaudited Consolidated Statements
		of Operations included in the Company's second quarter 2012 Form 10-Q.