-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PkTJJL3dnWyaMFJSSKizqkUKPwEvbwnSC4DjRoi3KDY3VJ6YFasi6tdorXc1B2X0 Bdg/SWT8/33WY4eL060yXg== /in/edgar/work/20000814/0000801748-00-000007/0000801748-00-000007.txt : 20000921 0000801748-00-000007.hdr.sgml : 20000921 ACCESSION NUMBER: 0000801748-00-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMACARE CORP /CA/ CENTRAL INDEX KEY: 0000801748 STANDARD INDUSTRIAL CLASSIFICATION: [8090 ] IRS NUMBER: 953280412 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15223 FILM NUMBER: 698963 BUSINESS ADDRESS: STREET 1: 4954 VAN NUYS BLVD 2ND FLR CITY: SHERMAN OAKS STATE: CA ZIP: 91403 BUSINESS PHONE: 8189863883 MAIL ADDRESS: STREET 1: 4954 VAN NUYS BLVD, 2ND FL. CITY: SHERMAN STATE: CA ZIP: 91403 10-Q 1 0001.txt QUARTER ENDED JUNE 30, 2000 =============================================================================== 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 June 30, 2000 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 0-15223 HEMACARE CORPORATION (Exact name of registrant as specified in its charter) State or other jurisdiction of I.R.S. Employer I.D. incorporation or organization: California Number: 95-3280412 4954 Van Nuys Boulevard Sherman Oaks, California 91403 (Address of principal executive offices) (Zip Code) ___________________ Registrant's telephone number, including area code: (818) 986-3883 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 ___ As of August 11, 2000, 7,618,949 shares of Common Stock of the Registrant were issued and outstanding. ============================================================================== INDEX HEMACARE CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated balance sheets-June 30, 2000 (unaudited) and December 31, 1999 Consolidated income statements-Three and six months ended June 30, 2000 and 1999 (unaudited) Consolidated statements of cash flows-Six months ended June 30, 2000 and 1999 (unaudited) Notes to consolidated financial statements-June 30, 2000 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits SIGNATURES 3 Part I. FINANCIAL INFORMATION Item 1. Financial Statements 3 HEMACARE CORPORATION CONSOLIDATED BALANCE SHEETS
June 30, December 31, 2000 1999 ------------ ----------- (Unaudited) ASSETS Current assets: Cash and cash equivalents............................ $ 509,000 $ 1,490,000 Marketable securities................................ 982,000 778,000 Accounts receivable, net of allowance for doubtful accounts - $226,000 (2000) and $256,000 (1999)............................................. 4,042,000 3,090,000 Product inventories.................................. 92,000 91,000 Supplies............................................. 673,000 690,000 Prepaid expenses..................................... 193,000 202,000 ------------ ------------ Total current assets..................... 6,491,000 6,341,000 Plant and equipment, net of accumulated depreciation and amortization of $2,017,000 (2000) and $1,920,000 (1999).............. 782,000 719,000 Goodwill, net of amortization of $88,000 (2000) and $62,000 (1999)....................................... 442,000 468,000 Other assets........................................... 42,000 46,000 ------------ ------------ $ 7,757,000 $ 7,574,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable..................................... $ 1,489,000 $ 1,305,000 Accrued payroll and payroll taxes.................... 531,000 530,000 Accrued professional fees............................ 53,000 73,000 Other accrued expenses............................... 158,000 376,000 Current obligations under capital leases............. 58,000 63,000 Current notes payable................................ - 138,000 Reserve for discontinued operations.................. 78,000 81,000 ------------ ------------ Total current liabilities................ 2,367,000 2,566,000 Obligations under capital leases, net of current portion................................... 163,000 188,000 Notes payable, net of current portion.................. - 353,000 Other long-term liabilities............................ 27,000 27,000 Commitments and contingencies.......................... Shareholders' equity: Preferred stock no par value 5,000,000 shares authorized, 450,0000 issued and outstanding........ 75,000 75,000 Common stock, no par value - 20,000,000 shares authorized, 7,618,949 issued and outstanding in 2000 and 7,475,082 in 1999........... 13,785,000 13,676,000 Accumulated deficit.................................. (8,660,000) (9,311,000) ------------ ------------ Total shareholders' equity............... 5,200,000 4,440,000 ------------ ------------ $ 7,757,000 $ 7,574,000 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 4 HEMACARE CORPORATION CONSOLIDATED INCOME STATEMENTS (Unaudited)
Three months ended June 30, Six months ended June 30, 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenues: Blood management programs.... $ 2,342,000 $ 2,035,000 $ 4,595,000 $ 3,573,000 Regional operations Blood products............. 1,280,000 1,122,000 2,319,000 2,189,000 Blood services............. 1,751,000 1,837,000 3,431,000 3,685,000 ------------- ------------ ------------- ------------- Total revenue............. 5,373,000 4,994,000 10,345,000 9,447,000 Operating costs and expenses: Blood management programs.... $ 1,962,000 $ 1,747,000 $ 3,782,000 $ 3,207,000 Regional operations Blood products............. 968,000 816,000 1,756,000 1,553,000 Blood services............. 1,190,000 1,430,000 2,323,000 2,852,000 ------------- ------------ ------------- ------------- Total operating costs and expenses................ 4,120,000 3,993,000 7,861,000 7,612,000 ------------- ------------ ------------- ------------- Gross profit............... 1,253,000 1,001,000 2,484,000 1,835,000 General and administrative expenses..................... 911,000 791,000 1,802,000 1,477,000 Gain on sale of Gateway - - - 100,000 Community Blood Program...... ------------- ------------ ------------- ------------- Income from continuing operations before income taxes........................ 342,000 210,000 682,000 458,000 Provision for income taxes...... 16,000 9,000 31,000 14,000 ------------- ------------ ------------- ------------- Net income................... $ 326,000 $ 201,000 $ 651,000 $ 444,000 ============= ============ ============= ============= Income per shares: Basic........................ $ 0.04 $ 0.03 $ 0.09 $ 0.06 ============= ============ ============= ============= Diluted...................... $ 0.04 $ 0.02 $ 0.07 $ 0.06 ============= ============ ============= ============= Weighted average shares outstanding - basic........ 7,625,054 7,392,238 7,561,490 7,336,679 ============ =========== ============ ============= Weighted average shares outstanding - diluted...... 8,904,825 8,382,023 8,905,359 7,924,092 ============= ============ ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 4 5 HEMACARE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six months ended June 30, 2000 1999 ------------ ------------ Cash flows from operating activities: Net Income................................................ $ 651,000 $ 444,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization......................... 123,000 146,000 Issuance of common stock and options for compensation. 75,000 65,000 Changes in operating assets and liabilities: (Increase) in accounts receivable..................... (952,000) (72,000) Decrease in inventories, supplies and prepaid expenses............................................. 25,000 13,000 (Increase) in other assets, net....................... - (1,000) (Decrease) in accounts payable, accrued expenses and other liabilities.................................... (56,000) (633,000) ----------- ----------- Net cash provided by operating activities............. (134,000) (38,000) Cash flows from investing activities: Decrease in other assets.................................. 4,000 10,000 (Increase) in marketable securities....................... (204,000) (288,000) (Purchase) of plant and equipment, net.................... (160,000) (19,000) ----------- ----------- Net cash used in investing activities..................... (360,000) (297,000) Cash flows from financing activities: Proceeds from issuance of common stock.................... 34,000 - Principal payments on line of credit, net and capital leases.................................................. (521,000) (171,000) ----------- ----------- Net cash used in financing activities..................... (487,000) (171,000) ----------- ----------- Decrease in cash and cash equivalents....................... (981,000) (506,000) Cash and cash equivalents at beginning of period............ 1,490,000 1,372,000 ----------- ----------- Cash and cash equivalents at end of period.................. $ 509,000 $ 866,000 =========== =========== Supplemental disclosure: Interest paid............................................. $ 20,000 $ 45,000 =========== =========== Income taxes paid......................................... $ 36,000 $ 18,000 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 5 HemaCare Corporation Notes to Consolidated Financial Statements Note 1 - Basis of Presentation and General Information - ------------------------------------------------------- The accompanying unaudited consolidated financial statements of HemaCare Corporation (the "Company" or "HemaCare") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2000, are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Note 2 - Lines of Credit - ------------------------ During the quarter ended June 30, 2000, the Company entered into two new line of credit agreements, one relating to working capital and the other for equipment purchases. Under the terms of the working capital agreement, the Company may borrow the lesser of 75% of eligible accounts receivable or $2.0 million at an interest rate of prime plus 0.25% (9.75% as of June 30, 2000). The Company must maintain certain financial ratios and covenants. Additionally, the Company has a secondary line of credit of $350,000 for equipment purchases. Borrowings on the equipment purchase line of credit may be converted annually to a fully amortized note payable. This equipment purchase line of credit bears interest at the rate of the bank's internal cost of funds plus 3.0% (9.9% as of June 30, 2000). Both of these lines of credit mature on December 15, 2001. As of June 30, 2000, there were no borrowings on either of these lines of credit and the Company was in compliance with all loan covenants. Note 3 - Commitments and Contingencies - -------------------------------------- Since 1976, California law has prohibited the infusion of blood products into patients if the donors of those products were paid unless, in the opinion of the recipient's physician, blood from a non-paid donor was not immediately available. Apheresis platelet products obtained from paid donors, including the Company's Sherman Oaks Center's paid donors, are exempted from this law by a series of state statutes the latest of which passed in late 1994. Unless a new exemption is obtained, the existing exemption will expire under its sunset provision of December 31, 2001, which could have a material adverse effect on the Company's revenue and net income. In February 2000, AB 2714 was introduced into the Calfornia Legislature. The original intent of this bill was to make permanent the current provisions of California law allowing payments to apheresis platelet donors. The California Assembly approved AB 2714. However, in order to obtain approval from the California Senate Health Committee, certain modifications were made to the bill. Instead of repeal of the law prohibiting payments to apheresis platelet donors, the modified bill will extend the current exemption through January 1, 2003. The modified bill was approved by the California Senate Health Committee and will be voted on by the entire California Senate. Assuming passage by the California Senate, the bill will then be presented to the Governor for final approval. While the Company is confident that this amended bill will be enacted into law, there are no assurances of its ultimate passage. State and Federal laws set forth antikickback and self- referral prohibitions and otherwise regulate financial relationships between blood banks and hospitals, physicians and other persons who refer business to them. While the Company believes its present operations comply with applicable regulations, there can be no assurance that future legislation or rule making, or the interpretation of existing laws and regulations will not prohibit or adversely impact the delivery by HemaCare of its services and products. Note 4 - Business Segments - -------------------------- The Company operates in three business segments, each of which represents a separate business activity. The segments and a description of their business activities follows: - - Blood Management Programs (BMP) - outsource programs that provide all or a major portion of the blood related functions to a hospital. - - Blood Products - the collection, manufacture and distribution of apheresis and whole blood derived products. - - Blood Services - therapeutic apheresis and stem cell collection procedures, autologous interoperative transfusion and donor testing. Management uses more than one measure to evaluate segment performance. However, the dominant measurements are consistent with the Company's consolidated financial statements, which present revenue from external customers and operating income for each segment. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------- HemaCare's operations include blood management programs ("Blood Management Programs" or "BMPs") and regional sales of blood products ("Blood Products") and blood services ("Blood Services"). A HemaCare Blood Management Program allows a hospital to outsource all or a portion of its blood procurement and donor center management operations and other blood related activities. Blood Products include apheresis platelets and whole blood components such as red blood cells and plasma products. Blood Services include therapeutic apheresis procedures, stem cell collection, interoperative autologus transfusion and donor testing. In October 1998, the Company, through its subsidiary Coral Blood Services, Inc. ("CBS"), acquired existing blood products and services operations in the eastern United States. These consist of Blood Management Programs and other blood services provided to hospitals and medical centers. In February 2000, the Company commenced a Blood Management Program with Long Beach Memorial Medical Center ("LBMMC") and in May 2000 opened a Blood Management Program with Presbyterian Intercommunity Hospital ("PIH"). The Company now operates eight blood management programs. In addition to these programs, the Company operates programs at the University of Southern Calif- ornia ("USC"), initiated in 1996, the University of California at Irvine ("UCI"), initiated in June 1999, and four East Coast programs. The East Coast programs are Dartmouth-Hitchcock Medical Center ("DHMC"), Maine Medical Center ("MMC"), St. Vincent Hospital ("St. Vincent") and University of North Carolina ("UNC"). Prior to October 1998, Coral Therapeutics, Inc. operated these programs. All comparisons within the following discussions are to the comparable periods of the previous year. Revenues and Operating Profit - ------------------------------ Three-months ended June 30, 2000 compared to the three-months ended June 30, 1999 Revenues and Gross Profit - ------------------------- Revenues for the three-months ended June 30, 2000, increased by 8% ($379,000) over the same period in 1999. The revenue increase was primarily due to the expansion of the California based BMPs and increased revenue at existing BMPs, partially offset by lower Blood Service revenue. Gross profit as a percentage of revenue was 23% in the three-months ended June 30, 2000, compared to 20% in the three-months ended June 30, 1999. The increase reflects continued improvement in the Company's operating efficiency. Blood Management Programs - ------------------------- Revenues for the three-months ended June 30, 2000, were $2,342,000 as compared to $2,035,000 for the three months ended June 30, 1999. The increase of $307,000 (15%) was primarily due to the addition of two new California BMPs. The LBMMC BMP opened in February 2000 and the PIH BMP opened in May 2000. Revenues at the Company's existing BMPs were consistent with the same period in the prior year. The gross profit from BMP revenues was 16% for the three-months ended June 30, 2000, compared to 14% in the same period of 1999. The increase is attributed to increased blood product collections without a significant increase in operating expenses at the Company's existing BMPs. The UCI and LBMMC BMPs were profitable during the second quarter while the PIH BMP experienced a loss as it incurred certain start-up expenses. These expenses included additional labor to develop procedures and recruit donors. Blood Products - --------------- Revenues for the three-months ended June 30, 2000 were $1,280,000 compared to $1,122,000 for the three-months ended June 30, 1999. The increase of $158,000 (14%) reflects additional platelet sales to new customers partially offset by a lower price per unit. The gross profit from blood products was 24% for the three-months ended June 30, 2000, compared to 27% in the same period of 1999. The decrease is due to a continuation of the price competition in California (primarily from the American Red Cross) resulting in lower prices. Additionally, the Company experienced a greater number of product expirations during the three-months ended June 30, 2000. Blood Services - -------------- Blood services revenue for the three-months ended June 30, 2000 was $1,751,000 compared to $1,837,000 for the three-months ended June 30, 1999. The decrease of $86,000 (5%) was primarily due to a decrease in demand for therapeutic apheresis services in New England. The Company often provides albumin, a plasma replacement fluid, used in therapeutic procedures. The Company's cost of albumin and the price the Company charges its customers decreased in the three-months ended June 30, 2000 compared to the same period in 1999. Revenues from other regions were consistent with the prior year. The gross profit from blood services was 32% for the three-months ended June 30, 2000 compared to 22% in the same period of 1999. The increase in profit margins reflects better operating efficiencies in all regions. These efficiencies include better utilization of personnel, thereby reducing overtime, and reduced overhead as a percentage of total blood service revenue. General and administrative expenses - ----------------------------------- General and administrative expenses were $911,000 for the three-months ended June 30, 2000 compared to $791,000 for the three-months ended June 30, 1999. The increase of $120,000 (15%) reflects additional expenses incurred in connection with the proposed California legislation (AB2714) (See Liquidity and Capital Resources below), expanded marketing efforts and the accrual of employee incentive compensation related to improved operating performance. Comparison of the Six-Months Ended June 30, 2000 to the Six-Months Ended June 30, 1999 Revenues and gross profits - -------------------------- Revenues for the six-months ended June 30, 2000, increased by 10% ($898,000) over the same period in 1999. The revenue increase was primarily due to the expansion of the California based BMPs and increased revenue at existing BMPs. This revenue growth was partially offset by lower Blood Service Revenue. Gross profit as a percentage of revenue was 24% for the six-months ended June 30, 2000, compared to 19% in the same period of 1999. The increase in gross profit percentage reflects continued improvement in the Company's operating efficiency particularly in the Company's blood services segment. Blood Management Programs - ------------------------- Revenues for the six-months ended June 30, 2000, were $4,595,000 as compared to $3,573,000 for the six-months ended June 30, 1999. The increase of $1,022,000 (29%) was primarily due to the expansion of California based BMPs. The LBMMC BMP opened in February 2000 and the PIH BMP opened in May 2000. Additionally, revenues for the six-months ended June 30, 2000, include six months of revenue from the UCI BMP. This BMP opened in June 1999; therefore, only one month of revenue was reflected in revenues for the six-months ended June 30, 1999. Revenue from the Company's other BMPs was consistent with the same period of the prior year. The gross margin from BMP revenues was 18% for the six-months ended June 30, 2000 compared to 10% in the same period of 1999. The increase is primarily due to increased blood product collections without a corresponding increase in operating costs. All of the Company's BMPs were profitable except the PIH BMP that incurred start-up expenses. Blood Products - -------------- Blood products revenue for the six-months ended June 30, 2000 was $2,319,000 compared to $2,189,000 for the six-months ended June 30, 1999. The increase of $130,000 (6%) reflects additional platelet sales to new customers offset by a lower price per unit. The gross profit margin from blood products was 24% for the six-months ended June 30, 2000 compared to 29% in the same period of 1999. The decrease reflects the continuation of competitive pressures (primarily from the American Red Cross) resulting in decreased platelet prices. Blood Services - --------------- Blood services revenue for the six-months ended June 30, 2000 was $3,431,000 compared to $3,685,000 for the six-months ended June 30, 1999. The decrease of $254,000 (7%) was primarily due to a decrease in demand for therapeutic apheresis services in New England partially offset by an increase in demand for services in New York. Additionally, the Company's cost of albumin and the price the Company charges its customers decreased in the six-months ended June 30, 2000 compared to the same period in 1999. The gross margin from blood services was 32% for the six-months ended June 30, 2000 compared to 23% in the same period of 1999. The increase reflects continued improvement in operating efficiencies. These efficiencies include better utilization of personnel, thereby reducing overtime, and reduced overhead as a percentage of total blood service revenue. General and administrative expenses - ------------------------------------ General and administrative expenses were $1,802,000 for the six-months ended June 30, 2000 compared to $1,477,000 for the six-months ended June 30, 1999. The increase of $325,000 (22%) reflects additional expenses incurred in connection with the proposed California legislation (AB2714) (See Liquidity and Capital Resources below), expanded marketing efforts and the accrual of employee incentive compensation related to improved operating performance. Liquidity and Capital Resources - -------------------------------- At June 30, 2000, the Company had cash and cash equivalents and marketable securities of $1,491,000 and working capital of $4,124,000. During the second quarter of 2000, the Company paid off its term note payable with a remaining balance of $457,000 using its cash and marketable securities. Since the interest rate on the term note payable exceeded the average interest rate on the Company's marketable securities, paying off the note should reduce future interest expense net of interest income. The Company has two lines of credit with a commercial bank. The first line of credit is a working capital line with an availability equal to the lesser of 75% of eligible accounts receivable or $2.0 million. Interest is payable monthly at a rate of prime (9.5% as of June 30, 2000) plus 0.25%. The second line of credit provides $350,000 for equipment purchases. On an annual basis, the Company may convert its equipment purchases into a long-term, fully amortized note payable. The note requires monthly payments including interest equal to the Bank's internal cost of funs (6.9% as of June 30, 2000) plus 3%. These lines of credit are secured by substantially all of the Company's unencumbered assts and require the Company to maintain certain financial covenants. As of June 30, 2000, the Company was in compliance with these covenants and there were no borrowings on these lines. These lines of credit mature on December 15, 2001. During the second quarter of 2000, the Company experienced an increase in its accounts receivable balances as certain customers delayed payments. As of December 31, 1999, accounts receivable were collected in an average of 59 days. As of June 30, 2000, accounts receivable were collected in an average of 71 days. The Company has instituted certain procedures to accelerate collections. These procedures include requiring stricter adherence to the Company's credit terms; lowering credit limits to slow paying customers and more frequent customer contact. The Company believes that these procedures should improve the collection of its accounts receivable. In July 2000, the Company announced its intention to repurchase up to 15% of its outstanding common stock, or up to 1.1 million shares. Such purchases will be made in the open market or in private transactions depending on price and availability. Cash used for the purchases will come from the Company's cash and cash equivalents and marketable securities along with profits generated in the normal course of business. Since 1976, California law has prohibited the infusion of blood products into patients if the donors of those products were paid unless, in the opinion of the recipient's physician, blood from a non-paid donor was not immediately available. Apheresis platelet products obtained from paid donors, including the Company's Sherman Oaks Center's paid donors, are exempted from this law by a series of state statutes the latest of which passed in late 1994. Unless a new exemption is obtained, the existing exemption will expire under its sunset provision of December 31, 2001, which could have a material adverse effect on the Company's revenue and net income. In February 2000, AB 2714 was introduced into the California Legislature. The original intent of this bill was to make permanent the current provisions of California law allowing payments to apheresis platelet donors. The California Asseembly approved AB 2714. However, in order to obtain approval from the California Senate Health Committee, certain modifications were made to the bill. Instead of repeal of the law prohibiting payments to apheresis platelet donors, the modified bill will extend the current exemption through January 1, 2003. The modified bill was approved by the California Senate Health Committee and will be voted on by the entire California Senate. Assuming passage by the California Senate, the bill will then be presented to the Governor for final approval. While the Company is confident that this amended bill will be enacted into law, there are no assurances of its ultimate passage. The Company anticipates that cash flow from profitable operations, borrowing available from its bank line of credit and its cash and investments on hand will be sufficient to provide funding for its existing needs during the next twelve months. Year 2000 Disclosure - -------------------- To date, the Company has not experienced any major systems failures or other adverse consequences due to Year 2000 noncompliance. While the possibility still exists for further computer failures, internally or among its customers and suppliers, management does not expect that these developments, should they occur, would have a material adverse impact on the financial position, results of operation or cash flows of the Company. Factors Affecting Forward-Looking Information - --------------------------------------------- The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" from liability for forward-looking statements. Certain information included in the Form 10-Q and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by or on behalf of the Company) are forward-looking, such as statements relating to operational and financing plans, competition, the effects of discontinued operations, the effect of state and Federal regulation and demand for the Company's products and services. Such forward-looking statements involve important risks and uncertainties, many of which will be beyond the control of the Company. These risks and uncertainties could significantly affect anticipated results in the future, both short-term and long-term, and accordingly, such results may differ from those expressed in forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to the passage of AB 2714 in California to permit continuation of the Company's use of paid apheresis platelet donors in California, the ability of the Company to expand its operations, to obtain additional financing, to repay existing debt, to retain existing customers and obtain new customers and to comply with the covenants under its bank line of credit. Each of these risks and uncertainties as well as others are discussed in greater detail in the preceding paragraphs of this Management's Discussion and Analysis of Financial Condition and Results of Operations and in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. PART II. OTHER INFORMATION Item 1. Legal Proceedings See disclosure in Form 10-K for the year ended December 31, 1999. Item 4. Submission of Matters to a Vote of Security Holders a The Company's Annual Meeting of Shareholders the "Meeting") was held on June 15, 2000. b. The following table shows the tabulation of votes for all matters put to vote at the Meeting.
Matters Put to Vote Against/ Broker For Withheld Abstain Non-Votes ----------------------------------------------------------------------------- 1. Election of Five Directors Alan C. Darlington......... 6,142,960 32,597 Charles R. Schwab, Jr...... 6,142,960 32,597 Julian L. Steffenhagen..... 6,143,135 32,422 William D. Nicely.......... 6,142,960 32,597 Robert L. Johnson.......... 6,143,135 32,422 2. Proposal to amend the Company's 1996 Stock Incentive Plan to increase from 1,400,000 to 2,000,000 the number of shares of Common Stock authorized and reserved for issuance under the Plan........... 2,886,386 123,398 12,775 3,152,998
Item 6. Exhibits and Reports on Form 8-K - --------------------------------------------- a. Exhibits 11 Net Income per Common and Common Equivalent Share 27 Financial Data Schedule for the Quarter Ended June 30, 2000 b. The Company did not file any reports on Form 8-K during the three months ended June 30, 2000. 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. Date August 14, 2000 HEMACARE CORPORATION ------------------ ------------------------- (Registrant) /s/ David E. Fractor -------------------------- David E. Fractor, Chief Financial Officer (Duly authorized officer and principal financial and accounting officer) INDEX TO EXHIBITS
Exhibit Method of Filing - -------------------------------------------------------------- ------------------------ 11 Net Income per Common and Common Equivalent Share............ Filed herewith electronically 27 Financial Data Schedule for the quarter ended June 30, 2000................................................ Filed herewith electronically
EX-11 2 0002.txt EXHIBIT 11 EXHIBIT 11 HEMACARE CORPORATION BASIC AND DILUTED NET INCOME PER SHARE
Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 ------------ ------------ ------------ ---------- BASIC Weighted average common shares used to compute basic earnings per share................................... 7,625,054 7,392,238 7,561,490 7,336,679 ========== ========== ========== ========== Net income.................................... $ 326,586 $ 201,252 $ 651,805 $ 444,252 ========== ========== ========== ========== Basic net income per share............................. $ 0.04 $ 0.03 $ 0.09 $ 0.06 ========== ========== ========== ========== DILUTED Weighted average common shares used to compute basic earnings per share............................. 7,625,054 7,392,238 7,561,490 7,336,679 Dilutive preferred equivalent shares................... 500,000 500,000 500,000 500,000 Dilutive common equivalent shares attributable to stock options (based on average market price)......... 714,787 457,614 771,465 72,394 Dilutive common equivalent shares attributable to warrants (based on average market price).............. 64,984 32,171 72,404 15,379 ---------- ---------- ---------- ---------- Weighted average common shares and equivalents used to compute diluted earnings per share................. 8,904,825 8,382,023 8,905,359 7,924,452 ========== ========== ========== ========== Net income.................................... $ 326,586 $ 201,252 $ 651,805 $ 444,252 ========== ========== ========== ========== Diluted net income per share........................... $ 0.04 $ 0.02 $ 0.07 $ 0.06 ========== =========== ========== ==========
EX-27 3 0003.txt
5 This schedule contains summary financial information extracted from unaudited financial statements contained in Form 10-Q for the Quarter ending June 30, 2000 and is qualified in its entirety by reference to such financial statements. 6-MOS DEC-31-1999 JUN-30-2000 509,000 982,000 4,268,000 226,000 765,000 6,491,000 2,799,000 2,017,000 7,757,000 2,367,000 0 0 75,000 13,785,000 00 7,757,000 10,345,000 10,345,000 7,861,000 7,861,000 1,802,000 0 20,000 682,000 31,000 651,000 0 0 0 651,000 .09 .07
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