1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1998.
OR
[ ] 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: 0-20652
ACCUMED INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4054899
- ---------------------------- -------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
900 N. Franklin St., Suite 401, Chicago, IL 60610
-------------------------------------------------
(Address of principal executive offices)
(312) 642-9200
(Registrant's telephone number including area code)
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.
Yes [X] No [ ]
The registrant had 31,497,780 shares of common stock outstanding as of
May 11, 1998.
2
ACCUMED INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page
Number
----
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 1998 and December 31, 1997 .................. 1
Consolidated Statements of Operations -
Three Months Ended March 31, 1998 and 1997 ............. 2
Consolidated Statements of Cash Flow -
Three Months Ended March 31, 1998 and 1997 ............. 3
Notes to Consolidated Financial Statements ................. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 8
PART II.OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................... 11
SIGNATURES ............................................................. 13
3
PART I - FINANCIAL INFORMATION
ACCUMED INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited) (audited)
------------- -------------
ASSETS March 31, 1998 Dec. 31, 1997
------------ ------------
CURRENT ASSETS
Cash and cash equivalents $ 4,355,279 $ 469,639
Accounts receivable, net 4,993,448 4,664,152
Prepaid expenses and deposits 281,847 183,817
Production inventory 3,425,247 3,464,190
------------ ------------
TOTAL CURRENT ASSETS 13,055,821 8,781,798
------------ ------------
FIXED ASSETS, NET 4,736,867 5,178,528
------------ ------------
Notes Receivable 164,199 164,199
Deferred Financing Costs 254,924 640,224
Purchased Technology 4,810,739 4,950,753
Other Assets 736,839 833,215
------------ ------------
$ 23,759,389 $ 20,548,717
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,708,031 $ 3,590,022
Payroll and related accruals 256,400 458,794
Accrued interest 103,000 441,100
Other current liabilities 802,188 660,842
Notes payable 1,598,019 1,888,273
Long term debt, current portion 754,200 700,000
------------ ------------
TOTAL CURRENT LIABILITIES 7,221,838 7,739,031
------------ ------------
Warranty reserves, non-current 467,299 467,299
Long term debt 6,396,668 11,454,755
Minority interest 78,555 154,560
------------ ------------
6,942,522 12,076,614
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, series A convertible 5,604,030 --
Common stock, $0.01 par value 314,581 227,289
Additional paid-in capital 57,919,028 51,953,823
Accumulated other comprehensive income 22,586 22,586
Accumulated deficit (54,048,459) (51,253,889)
Treasury stock (216,737) (216,737)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 9,595,029 733,072
------------ ------------
$ 23,759,389 $ 20,548,717
============ ============
See accompanying notes to condensed consolidated financial statements.
- 1 -
4
ACCUMED INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
UNAUDITED
-----------------------------------
1998 1997
------------ ------------
SALES $ 5,685,189 $ 3,049,414
COST OF SALES (3,137,746) (1,491,600)
------------ ------------
Gross profit (loss) 2,547,443 1,557,814
------------ ------------
OPERATING EXPENSES:
General and administrative 1,735,913 1,859,995
Research and development 1,039,452 1,153,784
Goodwill writeoff -- 3,582,068
Sales and marketing 920,812 975,217
------------ ------------
TOTAL OPERATING EXPENSES 3,696,177 7,571,064
------------ ------------
OPERATING INCOME (LOSS) (1,148,734) (6,013,250)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (563,866) (199,898)
Other income (expense) 86,110 49,751
------------ ------------
TOTAL OTHER INCOME (EXPENSE) (477,756) (150,147)
------------ ------------
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM (1,626,490) (6,163,397)
INCOME TAX EXPENSE -- --
------------ ------------
LOSS BEFORE EXTRAORDINARY ITEM (1,626,490) (6,163,397)
EXTRAORDINARY ITEM - DEBT EXTINGUISHMENT LOSS (1,168,080) --
------------ ------------
NET LOSS $ (2,794,570) $ (6,163,397)
============ ============
BASIC LOSS PER SHARE BEFORE EXTRAORDINARY ITEM $ (0.06) $ (0.29)
EXTRAORDINARY LOSS FROM DEBT EXTINGUISHMENT (0.05) --
------------ ------------
BASIC NET LOSS PER SHARE $ (0.11) $ (0.29)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 24,496,064 20,999,058
============ ============
See accompanying notes to condensed consolidated financial statements.
- 2 -
5
ACCUMED INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31,
UNAUDITED
----------------------------------
1998 1997
------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ (2,794,570) $ (6,163,397)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 857,915 259,724
Debt extinguishment loss 1,168,080 --
Write-off of impaired goodwill -- 3,582,068
Minority interest (76,005) (7,839)
Non-cash gain on settlement -- 22,272
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable (329,296) 335,113
Decrease (Increase) in prepaid expenses and deposits (98,030) (110,171)
Decrease (Increase) in production inventory 38,943 (456,346)
Decrease (Increase) in other assets (37,810) (630,880)
Increase in accounts payable (74,991) 21,322
Increase (Decrease) in other current liabilities (70,118) 39,545
Increase (Decrease) in warranty reserves -- (102,665)
------------ ------------
CASH USED IN OPERATING ACTIVITIES (1,415,882) (3,211,254)
------------ ------------
INVESTING ACTIVITIES:
Purchase of fixed assets (76,254) (275,153)
Acquisition of business, net -- (6,000,000)
------------ ------------
CASH USED IN INVESTMENT ACTIVITIES (76,254) (6,275,153)
------------ ------------
FINANCING ACTIVITIES:
Proceeds from issuances of common stock, net 4,865,117 38,097
Proceeds from issuance of note payable 1,000,000 --
Notes receivable (issued) collected -- (13,150)
Payment of capital lease obligation -- (24,557)
Proceeds from issuance of notes payable -- 8,500,000
Proceeds from bridge loan -- 6,000,000
Payment of notes payable and bridge loan (487,341) (6,188,455)
------------ ------------
CASH PROVIDED BY FINANCING ACTIVITIES 5,377,776 8,311,935
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,885,640 (1,174,472)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 469,639 2,801,359
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,355,279 $ 1,626,887
============ ============
See accompanying notes to condensed consolidated financial statements.
- 3 -
6
ACCUMED INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Preparation of Interim Financial Statements
In the opinion of the management of AccuMed International, Inc. and
Subsidiaries ("the Company"), the accompanying unaudited condensed consolidated
financial statements include all normal adjustments considered necessary to
present fairly the financial position as of March 31, 1998, and the results of
operations and cash flows for the three months ended March 31, 1998 and 1997.
Interim results are not necessarily indicative of results for a full year.
The condensed consolidated financial statements and notes are presented
as permitted by Form 10-Q, and do not contain certain information included in
the Company's audited consolidated financial statements and notes for the fiscal
year ended December 31, 1997.
2. Basis of Presentation
The condensed consolidated financial statements include the accounts of
the Company and its wholly-owned and majority-owned subsidiaries. All
significant intercompany balances, transactions and stockholdings have been
eliminated. Although management has committed to a plan of disposition of the
microbiology business segment, stockholder approval os such disposition is
required and accordingly as of March 31, 1998 the results of operations of the
microbiology business segment have not been treated as a discontinued operation.
During the quarter ended march 31, 1998, the Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income". SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements, and requires a total for
comprehensive income to be provided in condensed financial statements of interim
periods. Comprehensive income includes all changes in stockholders' equity
during the period except those resulting from investments by owners and
distributions to owners. Comprehensive loss for the quarters ended March 31,
1998 and 1997 consisted of the following:
1998 1997
---------- ----------
Net loss $(2,794,570) $(6,163,297)
Other comprehensive income (loss)
Foreign currency translation adjustments -- (19,150)
----------- -----------
Comprehensive loss $(2,794,570) $(6,182,547)
=========== ===========
3. Inventories
Inventories are summarized as follows: March 31, December 31,
1998 1997
---------- ----------
Raw material and packaging $1,164,084 $ 999,561
Finished good and work in process 2,261,163 2,464,629
---------- ----------
Total inventories $3,425,247 $3,464,190
---------- ----------
- 4 -
7
4. Debt Conversion
On February 23, 1998, the Company exchanged $5,275,000 in principal
amount of its Convertible Notes plus accrued interest thereon of $329,030 for
1,245,340 shares of Series A Convertible Preferred Stock (the "Preferred Stock")
and 5-year warrants to purchase 1,245,340 shares of Common Stock at an exercise
price of $1.125 per share. The Preferred Stock is convertible into 4,981,360
shares of Common Stock at a conversion price of $1.125 per share. The Company
intends to register the resale of the shares of Common Stock underlying the
Preferred Stock and Warrants with the Securities and Exchange Commission during
1998.
Related to the debt conversion, the Company incurred an extraordinary
loss of $1,168,080, include stock, warrants and fees paid to the placement
agent, warrants issued as an inducement to the converting noteholders,
accounting fees, and the write-off of a proportional amount of deferred
financing costs associated with the issuance of the convertible notes. The
placement agent received fees of $175,000, 50,000 shares of Common Stock valued
at $40,000, 7-year warrants to purchase 350,000 shares of Common Stock at $1.125
per share valued at $84,000, and repricing of previously issued 4-year warrants
to purchase 200,000 shares of Common Stock at an exercise price of $3.125 per
share to $1.125 per share, valued at $26,000. The converting noteholders
received 5-year warrants to purchase 1,245,340 shares of Common Stock at an
exercise price of $1.125 per share, valued at $37,380.
The Company utilized the Black-Scholes pricing model to determine the
fair value of warrants issued. The following assumptions were incorporated into
the model: risk-free rate - 6%, expected volatility - 20%, and expected dividend
zero. The risk-free rate is determined based on the interest rate of U.S.
government treasury obligations with a maturity date comparable to the life of
the warrant issued. Other assumptions, relating to warrant life, strike price
and stock price, are determined at the date the warrant was issued.
5. Private Placement
On March 19 and March 23, 1998, the Company consummated a private
placement of 8,686,666 shares of Common Stock and 7-year warrants to purchase an
aggregate of 8,686,666 shares of Common Stock at an exercise price of $0.75 per
share for gross proceeds of $6,515,000, including $1,000,000 in notes payable
converted into Common Stock, and net proceeds of $5,864,000 after payment of
fees, commissions and expenses related thereto.
- 5 -
8
Such securities were sold in units (the "Units"), each Unit consisting
of 133,33 shares of Common Stock, and seven-year warrants to purchase 133,333
shares of Common Stock at an exercise price of $0.75 per share (the "Unit
Warrants"). The Company intends to register the resale of the outstanding Common
Stock and the Common Stock underlying the Warrants with the Securities and
Exchange Commission.
The Company has insufficient authorized and unissued shares of Common
Stock to reserve for issuance upon exercise of all of the Unit Warrants. If the
Company does not have such sufficient shares of Common Stock reserved on or
prior to July 15, 1998, each holder of such Unit Warrants will be entitled to
receive, at its option, in exchange for its Unit Warrants, shares of the
Company's Series C Convertible Preferred Stock (the "Series C Preferred"), par
value $0.01 per share, convertible into the number of shares of Common Stock
issuable upon exercise of the Unit Warrants, upon payment in cash in the amount
of the warrant exercise price in effect at the time of such exchange.
Holders of Series C Preferred, if issued, will receive a cash dividend
of $0.16 per annum per share of Common Stock issuable upon conversion of its
shares of Series C Preferred, payable quarterly in arrears, until such time, if
any, as there is sufficient number of authorized and unissued shares of Common
Stock reserved for issunace upon conversion in full of all shares of Series C
Preferred issued in exchange for the Unit Warrants.
If the Common Stock is delisted from The Nasdaq Stock Market at any time
on or prior to December 31, 1998, original purchasers of the Units will be
entitled to receive, at their option, in exchange for the Units, units (the
"Alternate Units"), each Alternate Unit consisting of (i) shares of Series B
Convertible Preferred Stock, par value $0.01 per share of the Company (the
"Series B Preferred") having an aggregate stated value of $100,000, convertible
into shares of Common Stock at an initial conversion price of $0.75 per share,
and (ii) warrants (the "Alternate Warrants") exercisable to purchase the number
of shares of Common Stock issuable upon exercise of the Unit Warrants at the
same initial Unit Warrant Exercise price.
The Series B Preferred, if issued, will be immediately convertible at
the option of the holder into shares of Common Stock at the Series B Conversion
Price. If the Company does not have sufficient authorized and unissued shares of
Common Stock available to reserve for issuance upon conversion of all shares of
Series B Preferred, each holder of Series B Preferred will be entitled to
receive a cash dividend of 16% per annum on the Series B Stated Value, payable
quarterly in arrears, until such time, if any, as there are sufficient
authorized and unissued shares reserved for issuance upon exercise in full of
the Series B Preferred issued in the Alternate Units.
- 6 -
9
6. Supplemental Disclosures of Cash Flow Information
3 Months ended March 31,
------------------------------
1998 1997
---------- ----------
OPERATING ACTIVITIES
Interest paid $ 421,618 $ 153,898
NON-CASH INVESTING AND FINANCING ACTIVITIES
Deposit reclassified to fixed assets $ 140,000 --
The Company extinguished debt with a carrying value of $4,818,800
through the issuance of preferred stock and warrants with a fair value of
$5,986,880 including transaction fees, resulting in an extraordinary
loss of $1,168,000.
The Company satisfied its obligation under a $1,000,000 note payable
through the issuance of 1,333,333 shares of common stock.
- 7 -
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is engaged in the development and marketing of cost
effective screening instruments and systems for clinical diagnostic
laboratories, hospitals and others. The Company markets products in two business
segments: 1) Microbiology proprietary disposable products and automated
instruments used to identify infectious organisms and determine susceptibility
to antimicrobial agents, and 2) Cytopathology - systems made up of multiple
instruments networked via proprietary software that support the review and
analysis of Pap smears.
OVERVIEW
The Company's primary focus is on the development and marketing of
computer-aided diagnostic imaging systems for the cytopathology laboratory
marketplace. The Company's integrated systems use reliable, accurate and
innovative products and methods to provide laboratories with comprehensive
solutions that improve efficiency and reduce costs while achieving significant
improvements in disease detection.
On March 5, 1998, the Company announced that the Board of Directors has
authorized management to seek buyers for those aspects of the Company's business
that do not contribute to the development and marketing of an integrated product
line of imaging-based cytopathology systems and testing procedures. The Company
has received inquiries from numerous parties who have expressed interest in
acquiring the Company's microbiology business. Several offers have been received
and are being reviewed. The Board and management believe that the Company's
future depends on the success of the cytopathology product line and directly
related technology. The divestiture would allow the Company to commit resources
to support and market the cytopathology product line. On January 20, 1998, the
Board voted not to complete the equity carve-out of the research and development
portion of its cytopathology business as previously announced.
RESULT OF OPERATIONS
Sales revenues for the quarter ended March 31, 1998 increased 86% to
$5,685,000 compared to $3,049,000 for the quarter ended March 31, 1997. This
increase is due entirely to additional sales in the microbiology product line,
including a full quarter of sales of the ESP Culture System II product line (the
"ESP Product Line") in the 1998 quarter. The ESP product line was acquired March
3, 1997, and accordingly, was included in results of operations for the 1997
quarter starting on that date.
Cost of sales increased from $1,492,000 in the first quarter of 1997 to
$3,138,000 in the first quarter of 1998, reflecting the increased sales volume
in the microbiology product line, and $160,000 of non-capitalizable
manufacturing expenses related to the cytopathology product line.
General and administrative expenses decreased 7%, declining from
$1,860,000 in the first quarter of 1997 to $1,736,000 in the comparable 1998
quarter. While staffing and professional
- 8 -
11
fees were reduced for 1998, these saving were somewhat offset by costs
associated with consolidation of operations in the microbiology product line.
Interest expense of $200,000 in the first quarter of 1997 reflected
amounts accrued on the bridge loan for the ESP product line acquisition and the
Convertible Notes issued in March 1997. The interest expense for the first
quarter of 1998 of $564,000 reflected interest on the Company's equipment loan,
revolving line of credit, and Convertible Notes, including non-cash
amortization of deferred financing costs.
Research and development expenses decreased 10% from $1,154,000 in the
first quarter of 1997 to $1,039,000 in the first quarter of 1998 due primarily
to decreased spending in the microbiology area.
The $3,582,000 goodwill write-off in the first quarter of 1997 is due to
contingent consideration associated with the AccuMed, Inc. merger written off as
an impaired asset.
Sales and marketing expenses decreased 6% from $975,000 in the first
quarter of 1997 to $921,000 in the first quarter of 1998 due to decreased
marketing efforts for the cytopathology product line.
For the three month period ended March 31, 1998, the Company incurred a
$1,168,000 extraordinary loss related to the conversion of par value $5,275,000
of Convertible Notes and $329,030 in accrued interest thereon into 1,245,340
shares of Series A Convertible Preferred stock. Of the total expense, $193,000
represented cash fees and expenses.
Net loss decreased from $6,163,000 for the first quarter of 1997 to
$2,795,000 for the first quarter of 1998, due to increased sales volume and
related gross margins together with decreased operating expenses. Also, the 1997
quarter included a non-cash write-off of $3,582,000 relating to impaired
goodwill. Net loss per share for the quarter ended March 31, 1998 was $0.11
compared to a net loss per share of $0.29 for the quarter ending March 31, 1997.
Weighted average shares outstanding for the first quarter 1998 and 1997 were
24,496,000 and 20,999,000, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for research and development
expenses, including salaries, material and consulting support, to develop and
market new cytopathology products. The Company intends to continue expending
substantial funds for research and product development, as well as scale-up of
manufacturing capacity, reduction of accounts payable and other working capital
and general corporate purposes. The Company believes that current cash balances
and internally generated funds, including the potential sale of the
- 9 -
12
Company's microbiology product line, will be sufficient to finance the Company's
projected operations through at least the next 12 months.
The Company has been substantially dependent on the private placements
of its debt and equity securities and the proceeds of its public offerings of
securities to fund its cash requirements. From the initial public offering in
October 1992 through March 31, 1998, the Company has raised approximately
$49,000,000 in aggregate net proceeds from public offerings and private
placements of securities. The Company's most recent private placement, closed in
March 1998, raised cash proceeds of $5,515,000 and net cash proceeds of
$4,864,000 after payment of fees and commissions. It resulted from the issuance
of 8,686,666 shares of common stock and seven-year warrants to purchase
8,686,666 shares of Common Stock at an exercise price of $1.125 per share.
During the first quarter of 1998, the Company also received an aggregate of
$48,000 upon the exercise of certain stock options and warrants.
In February 1998, the Company exchanged $5,275,000 in principal amount
of its Convertible Notes plus accrued interest thereon of $329,000 for 1,245,340
shares of Series A Convertible Preferred Stock (convertible into 4,981,360
shares of Common Stock at a conversion price of $1.125 per share) and five-year
warrants exercisable to purchase 1,245,340 shares of Common Stock at $1.125 per
share. As a result of this exchange, the Company's net tangible assets increased
by about $4,700,000 and its interest expense will be reduced by about $1,294,000
through March 2000. The balance of $3,225,000 of the Convertible Notes remains
outstanding and unaffected by this exchange.
The Company's long term debt consists principally of: 1) $2,900,000 of
unsecured Convertible Notes, net of a discount of $325,000 due March, 2000, and
2) a $3,900,000 secured note payable, net of a discount of $160,000, payable in
48 equal monthly installments of principal and interest of $113,400 through
September 2001, with a balloon payment of $675,000 due October 31, 2001. This
loan bears interest at 14.5%. The Company has a one-year revolving credit
facility under which the Company may borrow up to $4,000,000 based on the amount
of eligible trade receivables. The credit line under this arrangement was
$1,851,000 based on borrowing base calculations at March 31, 1998, of which
$268,000 was unused. The interest rate on the credit line is the higher of the
highest prime rate plus 2.5% or 9% (11% at March 31, 1998).
The Company currently has no commitments with respect to sources of
additional financing. The failure of the Company to obtain adequate additional
financing may require the Company to delay, curtail or scale back some or all of
its studies and regulatory activities and, potentially, to cease its operations.
Any additional equity financing may involve substantial dilution to the
Company's then-existing stockholders.
The Company's future liquidity and capital requirements will depend upon
numerous factors, including the costs and timing of expansion of manufacturing
capacity, the costs, timing and success of the Company's product development
efforts, the costs and timing of acceptance of the Company's products, competing
technological and market developments, the progress of commercialization efforts
of the Company and its distributors, the costs involved in preparing,
- 10 -
13
filing, prosecuting, maintaining, enforcing and defending patent claims and
other intellectual property rights, developments related to regulatory and
third-party reimbursement matters, and other factors. If additional financing is
needed, the Company may seek to raise additional funds through public or private
financings, collaborative relationships or other arrangements.
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibits are filed herewith:
27.1 Financial Data Schedule
(b) Reports on Form 8-K. The following Current Reports on Form 8-K were
filed by the Company with the Securities and Exchange Commission during the
quarter ended March 31, 1998: 1. On January 7, 1998, Amendment No. 6 to Current
Report on Form 8-K/A dated March 3, 1997: Item 2 - Acquisition or Disposal of
Assets - reporting the acquisition of the ESP Culture System II product line,
and Item 7 - Financial Statements and Exhibits, including the following
financial statements:
(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.
- 11 -
14
3. Notes to the Pro Forma Condensed Consolidated Financial
Statements.
2. On March 20, 1998, Current Report on Form 8-K/A dated February 23,
1998: Item 5 - Other Events - reporting the exchange of certain convertible
notes and interest thereon for convertible preferred stock and warrants and
private placement of common stock and warrants, and Item 7 - Financial
Statements and Exhibits, including the following financial statements:
(b) Pro Forma Financial Information:
AccuMed International, Inc.:
1. Pro Forma Condensed Consolidated Balance Sheet as of February
28, 1998.
2. Pro Forma Condensed Consolidated Statement of Operations for the
two months ended February 28, 1998.
3. Notes to Pro Forma Condensed Consolidated Financial Statements.
- 12 -
15
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
ACCUMED INTERNATIONAL, INC.
/s/ Leonard R. Prange
---------------------------------------
Leonard R. Prange
Chief Financial Officer and
Chief Operating Officer
Date: May 15, 1998
- 13 -
16
Index to Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
27.1 Financial Data Schedule