8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2007

HEMACARE CORPORATION

(Exact name of registrant as specified in its charter)

California	000-15223	95-3280412
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)

15350 Sherman Way, Suite 350, Van Nuys, CA 91406

(Address of principal executive offices)      (Zip Code)

(Registrant's telephone number, including area code): 818-226-1968

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 14, 2007, HemaCare Corporation issued a press release announcing financial results for the first quarter of 2007. A copy is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

On May 14, 2007, HemaCare Corporation held an investor conference call discussing the financial results for the first quarter of 2007. A transcript of the conference call is attached to this report as Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibits, will not be treated as "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated May 14, 2007
99.2	Transcript of the conference call conducted by HemaCare Corporation on May 14, 2007

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 hereunto duly authorized.

Date:	May 17, 2007	HEMACARE CORPORATION
		By:	/s/ Robert S. Chilton   Robert S. Chilton Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 14, 2007
99.2	Transcript of the conference call conducted by HemaCare Corporation on May 14, 2007

EX-99.1

Exhibit 99.1

N E W S   R E L E A S E

For Immediate Release

Contact: HemaCare Corporation
Robert S. Chilton, Executive Vice President and Chief Financial Officer
877-310-0717
www.hemacare.com

RELEASE DATE: May 14, 2007

HEMACARE REPORTS FIRST QUARTER 2007 RESULTS

___________________________________________________________________________________

LOS ANGELES - - - HemaCare Corporation (OTC Bulletin Board: HEMA.OB) today reported first quarter 2007 results. Revenue increased 14% compared to the same quarter of 2006 to $9,356,000, compared to $8,187,000 reported last year. The Company reported a net loss for the quarter of $347,000, or $0.04 per share basic and diluted, compared to net income of $85,000, or $0.01 earnings per share basic and diluted, reported in the first quarter of 2006. This is primarily the result of a decline in gross margins in the Company’s blood products business segment.

Revenue growth was driven by a $1,122,000, or 18%, increase in blood products revenue, principally from the Company’s Florida based operations, which were acquired in the third quarter of 2006. Other blood products operations reported marginal increases in revenue in the quarter compared to the same quarter in 2006. Blood services revenue increased $47,000, or 3%, as a result of an increase in the number of procedures performed in the Company’s Mid-Atlantic region.

Gross profit in the first quarter of 2007 decreased $521,000, or 32%, compared to the first quarter of 2006. The decline is attributable to a $502,000, or 43%, decrease in gross profit for the Company’s blood products business segment, primarily in the Company’s California operations. The decrease in California blood profitability is a result of a decline in collection volumes, higher operating costs and increases in the cost of purchased blood products.

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15350 Sherman Way, Suite 350, Van Nuys, CA  91406     •     Phone 818.226.1968     •     Fax 818.251.5300

A $19,000, or 4%, decrease in gross profit in blood services is the result of an increase in the percentage of blood services revenue originating from the Company’s Mid-Atlantic region, where the average price per procedure is lower due to a higher percentage of “operator only” procedures. Operator only procedure fees reflect charges primarily for nursing time and exclude charges for equipment and supplies.

General and administrative expenses decreased by $73,000, or 5%, to $1,474,000 in the first quarter of 2007 from $1,547,000 in the same period of 2006, principally due to a decrease of $140,000 in non-cash share-based compensation expense for non-employee directors. Beginning with options issued in 2007, the Company’s compensation policy provides that annual option grants to non-employee directors vest in equal quarterly amounts. Prior to 2007, options to non-employee Board members vested upon grant, which historically occurred in the first quarter of each year. Offsetting the decrease in share-based compensation in the quarter were increases in interest, depreciation and insurance.

“We are disappointed to report a net loss for the first time since the Company’s reorganization in the third quarter of 2003,” said Judi Irving, President & CEO of HemaCare Corporation. “The blood products business can be highly variable from quarter to quarter with many factors influencing results, including weather, holidays and the flu season which impacted donation rates this year. In addition, competition for blood drive sponsors and hospital customers in the California blood products market impacted collection volumes, and the Company is having difficulty passing along product cost increases to customers. We have already taken steps to address the performance in this business segment, including focusing on stepped up recruitment efforts to increase collections in the affected markets.”

Ms. Irving continued, “I remain confident in the market potential, margins and growth prospects in our research products business. We are executing our strategic plan to expand product and service sales to research customers.” Ms. Irving concluded, “We continue to believe in the strategic direction, management team and dedicated staff at HemaCare. Our recent infrastructure investments will improve operational efficiencies and provide us with the foundation to support our growth strategy, which we intend to vigorously pursue.”

HemaCare will be holding an interactive investor conference call on Monday, May 14, 2007 at 1:00 PM (Eastern Time). Judi Irving, President and CEO, and Robert Chilton, Executive Vice President and CFO, will review the first quarter 2007 financial results. To participate in the call, please call 800-309-8563 and ask to join HemaCare’s first quarter 2007 earnings conference call. A recording will be available two hours following the call through midnight, May 21, 2007 that can be replayed by calling 800-642-1687, ID number 7776254. A webcast of the conference call will also be available via the Company’s website (www.hemacare.com) after May 21, 2007.

ABOUT HEMACARE CORPORATION

Founded in 1978, HemaCare is a provider of blood products and services to the healthcare industry in the U. S. HemaCare is licensed by the FDA and accredited by the AABB. The Company focuses on providing cost effective, high quality solutions to organizations with a need for blood-related products and services.

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15350 Sherman Way, Suite 350, Van Nuys, CA  91406     •     Phone 818.226.1968     •     Fax 818.251.5300

This press release contains “forward-looking statements” under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Statements herein that are not historical facts (including statements as to: remaining confident in the market potential, margins and growth prospects in research support and continued belief in the strategic direction, management team and dedicated staff at HemaCare) are forward-looking statements pursuant to the safe harbor provisions referenced above. You may also identify forward-looking statements by use of the words “anticipates,” “expects,” “intends,” “plans” and similar expressions. Forward-looking statements are inherently subject to risks and uncertainties some of which cannot be predicted or quantified. Such risks and uncertainties include, without limitation, the Company’s ability to continue or maintain the improvement in the revenues and margins of its blood products or blood services segment; its ability to continue to control general and administrative expenses as a percent of sales; the need to successfully complete its operating plan to improve profits; the potential loss of the Company’s lines of credit; the potential inability of the Company to meet future capital needs; changing demand for blood products could affect profitability; market prices might not rise as costs increase; competition may cause a loss of customers and an increase in costs; operations depend on obtaining the services of qualified medical professionals and competition for their services is strong; declining blood donations; the Company’s dependence on reimbursement rates of third party payors; targeted partner blood drives involve higher collection costs; reliance on relatively few vendors for significant supplies and services could affect the Company’s ability to operate; limited access to insurance; the competitive advantage enjoyed by not-for-profit companies; potential changes in the healthcare industry; future technology for blood collection and blood replacement; the impact of heavy regulation in the Company’s industry; potential liability for undetected blood pathogens and other product safety and liability concerns; environmental risks associated with biohazardous substances; the threat of business interruption due to terrorism and the security measures taken in response to terrorism; the provisions of the Company’s charter documents that might delay or prevent an acquisition or sale of the Company; lack of liquidity and market risk associated with OTC Bulletin Board stocks; strategy to acquire companies may result in unsuitable acquisitions or failure to successfully integrate acquired companies, which could lead to reduced profitability; volatility in stock price; potential dilution that could result from future sales of the Company’s common stock; and the other risks and uncertainties discussed from time to time in the documents HemaCare files with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Consequently, future events and actual results could differ materially from those set forth in, or contemplated by, the forward-looking statements contained herein. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results or events or circumstances after the date hereof.

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15350 Sherman Way, Suite 350, Van Nuys, CA  91406     •     Phone 818.226.1968     •     Fax 818.251.5300

(Financial Table Follows)

HemaCare Corporation
Condensed Consolidated Data
(Unaudited)

	Three Months Ended March 31,
	2007			2006
Statements of Income (Operations)
Revenues	$	9,356,000		$	8,187,000
Gross Profit	$	1,127,000		$	1,648,000
General and administrative expenses	$	1,474,000		$	1,547,000
(Loss) income before income taxes	$	(347,000	)	$	101,000
Provision for income taxes	$	—		$	16,000
Net (loss) income	$	(347,000	)	$	85,000
Basic (loss) earnings per share	$	(0.04	)	$	0.01
Diluted (loss) earnings per share	$	(0.04	)	$	0.01
Weighted average shares outstanding – basic		8,496,000			8,196,000
Weighted average shares outstanding – diluted		8,496,000			9,128,000

	March 31, 2007		December 31, 2006
Balance Sheets
Assets
Cash and cash equivalents	$	497,000	$	1,136,000
Other current assets		7,659,000		9,392,000
Non-current assets		9,277,000		8,519,000
Total assets	$	17,433,000	$	19,047,000
Liabilities and Shareholders’ Equity
Current liabilities	$	6,892,000	$	8,280,000
Long-term liabilities		919,000		914,000
Shareholders’ equity		9,622,000		9,853,000
Total liabilities and shareholders’ equity	$	17,433,000	$	19,047,000

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15350 Sherman Way, Suite 350, Van Nuys, CA  91406     •     Phone 818.226.1968     •     Fax 818.251.5300

EX-99.2

Exhibit 99.2

1st Quarter 2007 Earnings Conference Call

Bob Chilton: Thank you, Jennifer. My name is Bob Chilton, and I am the Executive Vice President and Chief Financial Officer for HemaCare Corporation. With me today is Judi Irving, HemaCare’s President and Chief Executive Officer. We both would like to welcome everyone to HemaCare’s first quarter 2007 earnings conference call.

Before we begin our presentation, I would like to remind everyone that during this call there may be forward-looking statements on a number of topics that are based on the Company’s current expectations that are subject to various risks and uncertainties. Actual results and outcomes could differ materially. Our press releases and our first quarter report on
Form 10-Q, as well as our other SEC filings, identify factors that could affect future results. We encourage you to review these documents for additional information.

And now, I would like to introduce Judi Irving, who will begin with our opening remarks.

Judi Irving: Thank you, Bob.

Welcome to today’s call. As always, we appreciate your interest in our company.

Today we announced our results for the first quarter of 2007. Although revenue increased over $1 million, we reported our first loss since 2003.

Revenue growth reflects the activities of our newly acquired subsidiary, HemaCare BioScience, while revenue of all other business

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units was up only marginally. HemaBio’s revenue was somewhat below our expectations, but revenues are driven by the timing of our customers’ research activities that can vary greatly from quarter to quarter. We believe the fundamentals of this business are sound, and we are confident that the research products market is a high growth opportunity for the Company.

Revenue from blood services business increased 3% compared to the first quarter of 2006. The Mid-Atlantic region performed well with sizeable increases in procedure volumes during the quarter, which offset a decrease in our California market. In California we saw a drop in patients requiring therapeutic procedures and lower albumin sales.

Quarterly gross profit declined primarily in our blood products business. Competition in the California market restricted our ability to pass production cost increases on to our customers. We also saw price increases in the blood products we purchase from third parties.

Profits from our operations in Maine improved compared to the first quarter of 2006. The new management team is making headway in increasing collections and enhancing operational efficiency in this portion of our business.

Gross profit in the blood services segment decreased due to lower levels of albumin sales and a greater percentage of procedures performed in our Mid-Atlantic region, which has lower margins.

Although I am disappointed with our results, I am confident in the plan we have developed to return to profitability. Last year we invested substantial resources into various infrastructure projects to

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accommodate growth and enhance operations, and this year we have begun the implementation of our new blood products information system. We believe these investments support the Company’s long-term profitability, growth strategy and commitment to quality.

Bob Chilton will now review the operating results in greater detail.

Bob Chilton: Thank you, Judi.

HemaCare’s first quarter results produced a net loss of $347,000, or $.04 basic and fully diluted per share, compared with net income of $85,000 for the same quarter of 2006, or $.01 basic and fully diluted earnings per share. This drop in earnings is the result of a decline in gross profit from the Company’s blood products operations, primarily in California.

Revenue for the quarter increased 14%, to $9.4 million from $8.2 million in the first quarter of 2006. Blood products revenue increased $1.1 million, or 18%, compared to the same quarter of 2006 primarily due to the acquisition of HemaCare BioScience in the third quarter of 2006. Blood services revenue for the quarter rose 3% to $1.9 million from $1.8 million for the first quarter of 2006 due to an increase in procedure volumes in the Company’s Mid-Atlantic market.

Gross profit during the first quarter of 2007 declined 32% to $1.1 million from $1.6 million in the same quarter of 2006. The decline is attributable to a $502,000, or 43%, decrease in blood products gross profit compared to the same quarter of 2006, and is the result of increases in the cost of purchased blood products and other supplies, decreased operational efficiencies in the Company’s California

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operations as a result of lower volumes, and increased staff, fuel and facility related expenses.

General and administrative expenses decreased $73,000, or 5%, to $1,474,000 primarily as a result of a $140,000 decrease in non-cash share-based compensation for non-employee members of the Board of Directors. Beginning with options issued in 2007, the Company’s compensation policy provides that annual option grants to non-employee Board members vest in equal quarterly amounts. This change allocates share-based compensation evenly throughout the year, rather than the full annual amount charged to the first quarter as was the case under the former policy. Offsetting the decrease in share-based compensation in the quarter were increases for interest expense, depreciation expense and insurance of $96,000.

Cash and cash equivalents were $497,000 as of March 31, 2007, compared to $1.1 million at end of 2006. Working capital decreased approximately $900,000 in the first quarter to $1.3 million, from $2.2 million as of the end of 2006. The Company reduced debt by $32,000 during the first quarter, primarily from the working line of credit with Comerica Bank which stood at $2 million outstanding as of the end of the quarter.

This concludes our opening remarks. We will now open the line for your questions. Jennifer, would you please provide the callers with the necessary instructions.

Operator: To ask a question, press star then the number 1 on your telephone keypad. We will pause for just a moment to compile the Q&A roster.

Your first question comes from Maurice Levy.

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Maurice Levy: Hello?

Judi Irving: Hello Maury.

Maurice Levy: Hi. How are you guys doing?

Judi Irving: Good, thank you.

Maurice Levy: I see this disappointing quarter and I see that you still have not decided to do any investment banking or public relations or broker interest - to develop some interest. And I’m really disappointed that you haven’t done that.

And can you answer a question? Are you going to be doing that one of these days?

Judi Irving: Well I think we all feel it’s very important to really focus on the business, make sure that we’re delivering the kind of results that our shareholders expect. And that’s our primary focus.

We’re obviously interested in people taking an interest in our company and in learning more about us and hopefully investing in our stock. But our primary focus is the business in terms of delivering the results that I think everybody wants to see. So...

Maurice Levy: Mrs. Irving, you know, you’ve had so many beautiful quarters in a row and no one really knew about it - I mean the shareholders. But you never had the message out. This stock shouldn’t be trading at $2.50 and, you know, it should be much higher because you have a good business.

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And now that you’re - you tell me now you have a bad quarter and you have - look, your working capital is down. You have only 450,000 whatever in cash. You’re going to have to do a private placement, I guess pretty soon if you keep losing money in California. Are you going to have to do that?

Judi Irving: Well again, Maury, I think, we’re really jumping ahead of ourselves here. And, our primary focus is really - it’s on the business. It’s developing a really solid organization.

We appreciate your comments and, your thoughts on the matter in terms of making that kind of investment in public relations. And obviously it is important to get the message of the company out there.

And I think we’ve been doing a good job in terms of the financials and getting that word out there.

Maurice Levy: Well you...

Judi Irving: And certainly the stock has gone up over the last few years so...

Maurice Levy: Yeah. But really it hasn’t done that much, Judi.

Judi Irving: I think we’d all like to see it much higher than that.

Maurice Levy: Yeah. It should be. I think that...

Judi Irving: But your point’s taken and, I understand where you’re coming from.

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Maurice Levy: ...think that the stock should be a lot higher. And I understand that you’re getting a lot of - California seems to be hurting you.

It’s probably Hal Lieberman and Tom Asher because they have another company called Hemo - H-E-M-O. They’re not public or anything but they’re - you know, they’re doing the same thing you’re doing and they have half of your employees. All your key people are working for them.

I mean are you...

Judi Irving: Well, I think some of that’s very old news, Maury and...

Maurice Levy: No, but it’s current news when I see California businesses coming down.

Judi Irving: Well, I think you’re also talking about the products versus the services side of our business.

Maurice Levy: Right. I understand.

Judi Irving: And also, just to not leave that incorrect impressions out there, they don’t have our key employees. We haven’t lost any people recently and probably...

Maurice Levy: Oh recently. Well, a few months ago. But no, I...

Judi Irving: Well no, more like a year and a half to two years ago. So I mean...

Maurice Levy: I’m not putting you down.

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Judi Irving: I understand. I understand your concerns.

Maurice Levy: I’m just - you know, you have a valuable company. You have a beautiful little company and it should be - you know, after all those good - great quarters, consecutive quarters of profit, you know, and now suddenly this, what - how many options did you guys issue in the first quarter?

Judi Irving: The number of options?

Bob Chilton: We didn’t issue any options formally because we’re waiting for our California permit to be approved.

Maurice Levy: Oh, to do it. What price will they be about?

Bob Chilton: Two dollars and seventy cents.

Maurice Levy: So it’s right in here. Yeah. So there’s no dilution that way. No, I just wish, you know, you guys would go to some of these investment banking meetings, healthcare companies, you know, and maybe, you know, the stock could be a much higher multiple than it is today.

That’s really all I wanted to say.

Judi Irving: Okay.

Maurice Levy: You guys are working hard, I know but you’re getting paid for it. And I just wish all the luck.

Judi Irving: Thank you very much, Maury.

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Maurice Levy: I’m still holding a lot of your stock.

Judi Irving: Appreciate that.

Bob Chilton: We appreciate that.

Maurice Levy: Okay.

Judi Irving: Bye.

Maurice Levy: Bye-bye.

Operator: Your next question comes from Patrick Murphy.

Patrick Murphy: Hi. I just wanted to ask what role you see acquisitions playing in the near or intermediate-term future for HemaCare.

Judi Irving: Well as you know, that was one of the things that we identified and have identified as a key component of our strategy to increase our research business.

So we still see that that is something that we’re evaluating and could play an important role in our future strategy.

Patrick Murphy: Thank you.

Operator: Again to ask a question, press star then the number 1 on your telephone keypad. Your next question comes from Chris Beach.

Chris Beach: Hi. I was wondering if you could just give us some key balance sheet and cash flow statement items -- if not, maybe you can just tell us

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when the 10-Q might come out -- specifically receivables, inventory and then cash flow from operations, investing and financing?

Bob Chilton: Chris, I expect the 10-Q will either be filed late this afternoon or tomorrow. So I think I’d rather defer to that point. Those questions will be answered when that document is filed.

Chris Beach: Fair enough. Thank you.

Bob Chilton: Thank you. You’re welcome.

Operator: Again to ask a question, press star then the number 1 on your telephone keypad. At this time there are no questions.

Judi Irving: We appreciate everyone’s attendance on our call today. Thank you.

Operator: This concludes today’s conference call. You may now disconnect.

END

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