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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, 1997
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 13, 1997, 7,190,710 shares of Common Stock of the Registrant
were issued and outstanding.
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INDEX
HEMACARE CORPORATION
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated balance sheets-June 30, 1997 and December 31, 1996
Consolidated statements of operations-Three and six months
ended June 30, 1997 and 1996
Consolidated statements of cash flows-Six months ended June 30,
1997 and 1996
Notes to consolidated financial statements-June 30, 1997
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
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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HEMACARE CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1997 1996
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................... $ 1,823,000 $ 1,136,000
Marketable securities............................... 192,000 415,000
Accounts receivable, net of allowance for
doubtful accounts - $57,000 (1997) and
$47,000 (1996).................................... 1,409,000 1,722,000
Product inventories................................. 91,000 74,000
Supplies............................................ 366,000 306,000
Prepaid expenses.................................... 168,000 146,000
Note receivable from officer - current.............. 15,000 15,000
------------- -------------
Total current assets........................... $ 4,064,000 $ 3,814,000
Plant and equipment, net of accumulated
depreciation and amortization of
$2,018,000 (1997) and $1,875,000 (1996)............. 721,000 823,000
Note receivable from officer - non-current............ 77,000 88,000
Other assets.......................................... 47,000 51,000
------------- -------------
$ 4,909,000 $ 4,776,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 1,094,000 $ 909,000
Accrued blood purchases............................. 21,000 175,000
Accrued payroll and payroll taxes................... 450,000 335,000
Other accrued expenses.............................. 294,000 284,000
Current obligations under capital leases............ 256,000 241,000
Reserve for discontinued operations - current....... 284,000 306,000
------------- -------------
Total current liabilities..................... 2,399,000 2,250,000
Obligations under capital leases, net
of current portion.................................. 446,000 503,000
Commitments and contingencies.........................
Shareholders' equity:
Common stock, without par value -
20,000,000 shares authorized,
7,190,710 issued and outstanding in 1997
and 7,177,515 in 1996............................. 13,507,000 13,466,000
Accumulated deficit................................. (11,443,000) (11,443,000)
------------- -------------
Total shareholders' equity............................ 2,064,000 2,023,000
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$ 4,909,000 $ 4,776,000
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See Notes to Consolidated Financial Statements.
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HEMACARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended June 30, Six months ended June 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
Revenues:
Blood management programs.... $ 1,111,000 $ 650,000 $ 2,183,000 $ 1,001,000
Regional operations
Blood products............. 626,000 1,213,000 1,344,000 2,599,000
Blood services............. 1,034,000 816,000 2,068,000 1,889,000
------------- ------------ ------------- -------------
Total revenue............. 2,771,000 2,679,000 5,595,000 5,489,000
Operating costs and expenses:
Blood management programs.... $ 1,156,000 $ 940,000 $ 2,280,000 $ 1,771,000
Regional operations
Blood products............. 499,000 925,000 1,025,000 1,988,000
Blood services............. 750,000 611,000 1,435,000 1,385,000
------------- ------------ ------------- -------------
Total operating costs and
expenses................ 2,405,000 2,476,000 4,740,000 5,144,000
Operating profit........... 366,000 203,000 855,000 345,000
General and administrative
expense...................... 457,000 617,000 972,000 1,244,000
Interest expense, net........... - 16,000 3,000 27,000
------------- ------------ ------------- --------------
Loss from continuing operations
before income taxes........... (91,000) (430,000) (120,000) (926,000)
Provision for income taxes...... - - - -
Discontinued operations:
Gain from write off of
reserve.................... - 120,000 -
------------- ------------ ------------- --------------
Net loss..................... $ (91,000) $ (430,000) $ - $ (926,000)
============= ============ ============= ==============
Per share amounts:
Loss from continuing
operations................... $ (0.01) $ (0.07) $ (0.02) $ (0.15)
Discontinued operations:
Gain from write off of
reserve.................... - 0.02
------------- ------------ ------------- --------------
Net loss.................... $ (0.01) $ (0.07) $ - $ (0.15)
============= ============ ============= ==============
Weighted average common and
common equivalent shares
outstanding............... 7,193,303 6,149,905 7,204,041 6,125,751
============= ============ ============= ==============
See Notes to Consolidated Financial Statements.
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HEMACARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30,
1997 1996
------------ ------------
Cash flows from operating activities:
Net loss..................................................... $ - $ (926,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Gain on disposal of discontinued operations.............. (120,000)
Depreciation and amortization............................ 147,000 169,000
Changes in operating assets and liabilities:
Decrease in accounts receivable.......................... 313,000 296,000
Increase in inventories, supplies and prepaid expenses... (99,000) (56,000)
Increase in other assets, net............................ - (13,000)
Increase in accounts payable and accrued expenses........ 197,000 142,000
Increase in other accrued expenses - long-term........... - 10,000
Proceeds from (expenditures for) discontinued operations. 98,000 56,000
------------ ------------
Net cash provided by (used in) operating activities.......... 536,000 (322,000)
------------ ------------
Cash flows from investing activities:
Decrease in note receivable from officer................. 11,000 11,000
Decrease in short-term investments....................... 223,000 -
Purchase of plant and equipment, net..................... (7,000) (89,000)
------------ ------------
Net cash provided by (used in) investing activities.......... 227,000 (78,000)
------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock............... - 90,000
Proceeds from line of credit............................. - 300,000
Principal payments on line of credit and capital leases.. (76,000) (91,000)
------------ ------------
Net cash (used in) provided by financing activities...... (76,000) 299,000
------------ ------------
Increase (decrease) in cash and cash equivalents......... 687,000 (101,000)
Cash and cash equivalents at beginning of period......... 1,136,000 997,000
------------ ------------
Cash and cash equivalents at end of period............... $ 1,823,000 $ 896,000
============ ============
Supplemental disclosure:
Interest paid............................................ $ 33,000 $ 41,000
============ ============
Items not impacting cash flows:
Increase in capital lease obligations.................... $ 34,000 $ 91,000
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Issuance of common stock to employee 401k plan........... $ 41,000 $ 44,000
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See Notes to Consolidated Financial Statements.
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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, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997.
Certain 1996 amounts have been reclassified to conform to the 1997
presentation. 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, 1996.
From 1990 to November 1995, the Company, through its wholly-owned
subsidiary HemaBiologics, Inc. ("HBI"), conducted research and
development of Immupath, an anti-HIV hyperimmune plasma-based
product intended to be used in the treatment of Acquired Immune
Deficiency Syndrome. In November of 1995, the Company discontinued
the operations of HBI. (See Note 2 below.)
In September 1995, the Company formed Gateway Community Blood
Program, Inc. ("Gateway"), a wholly-owned subsidiary incorporated
in Missouri, to provide blood products and services in Missouri
and Illinois. In August 1997, Gateway's operations were sold. (See Note 7
below.)
In the fourth quarter of 1995, the Company began providing blood
management programs to its customers. A blood management program
("Blood Management Program" or "BMP") allows a hospital or
affiliated group of hospitals to outsource many blood-related
operations to HemaCare. HemaCare establishes a local blood donor
center for the BMP hospital and becomes the hospital's primary
provider of blood products and services. HemaCare introduced its
Blood Management Program model at the Gateway Community Blood
Program in St. Louis, Missouri, in December 1995, and established
two Southern California Blood Management Programs with existing
customers in 1996. The University of Southern California Blood
Management Program commenced in February 1996 and the Citrus
Valley Health Partners Blood Management Program commenced in
October 1996. In August 1997, Gateway's operations were sold. (See
Note 7 below.)
Note 2 - Discontinued Operations
- --------------------------------
In November 1995, the Company discontinued the operations of HBI,
including the research and development of Immupath and the
associated specialty plasma business. The reserve established for
estimated HBI operating losses during the period of disposal
included a $600,000 contingent liability related to a dispute with
a licensor.
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In July 1996, the dispute was settled without any payment by the
Company, and the Company recognized a $600,000 gain on disposal of
discontinued operations. In June 1996, the Company agreed to sell
substantially all the tangible assets of the discontinued
operations and the FDA source plasma licenses. In the first
quarter of 1997, the Company received the final proceeds from the
sale and recognized a $120,000 gain on disposal of discontinued
operations.
Note 3 - Line of Credit
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Since August 1991, the Company has maintained a line of credit
with a commercial bank secured by its accounts receivable,
inventory and equipment. The credit line is in effect through
April 30, 1998. Under the terms of the credit line agreement, the
Company may borrow up to 70% of eligible accounts receivable, up
to a maximum of $700,000, and must maintain certain financial
ratios. The Company was in compliance with all covenants of its
credit line agreement at June 30, 1997. Interest on credit line
borrowings is at the lender's prime rate (8.5% at June 30, 1997)
plus one-half of a percentage point. As of June 30, 1997, there
was no balance outstanding under the line of credit.
Note 4 - Commitments and Contingencies
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On March 11, 1994, the Company was served with a lawsuit filed by
a former employee against the Company and its wholly owned
subsidiary, HBI, in the Superior Court of the State of California,
related to the termination of the employment of this employee and
seeking relief in the amount of $550,000. A trial date has been
set for October 29, 1997; however, at this stage in the
proceedings, neither management nor counsel is in a position to
evaluate the probable merits of the claim asserted by this former
employee. Accordingly, the resolution of this lawsuit could have
a material, adverse impact on the Company's financial condition
and results of operations.
On March 12, 1997, the Company was notified of a lawsuit filed by
an investment banking firm retained by the Company in connection
with the August 1996 private placement of its common stock,
seeking recovery of damages in the amount of approximately
$60,000. The Company intends to vigorously defend this claim,
however, if adversely decided, its ultimate resolution could have
a material impact on the Company's results of operations.
Note 5 - Related Party Information
- ----------------------------------
In 1995 and 1994, the Company made a series of personal loans to
Joshua Levy, then an officer and director of the Company, totaling
$98,000. In January 1996, these individual notes were consolidated
into a promissory note and collateralized by HemaCare stock owned
by Dr. Levy. The note accrues interest at a rate equal to the rate
the Company pays under its line of credit, adjusted quarterly.
Interest accrued for the six months ended June 30, 1997 and 1996
totaled $4,204 and $4,238, respectively. The note requires four
annual installment payments of $15,000 due from 1996 to 1999 and
the balance of the principal and accrued interest is due on
January 31, 2000. The Company received annual installment
payments of $15,000 in January 1996 and January 1997.
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Note 6 - Recent Auditing Pronouncement
- --------------------------------------
In March 1997, the Financial Accounting Standards Board issued
SFAS No. 128, "Earnings per Share" (SFAS 128) and SFAS No. 129,
"Disclosure of Information about Capital Structure" (SFAS 129).
SFAS 128 revises and simplifies the computation of earnings per
share and requires certain additional disclosures. SFAS 129
requires additional disclosures regarding the Company's capital
structure. The Company will adopt both standards in the fourth
quarter of 1997. Management does not expect that the adoption of
theses standards will have a material effect on the Company's
financial position or results of operations.
Note 7 - Sale of Gateway's Operations
- -------------------------------------
On August 1, 1997, Gateway's operations were sold. The purchaser
assumed liability for certain leases related to Gateway's
operations; purchased Gateway's inventories and made a $200,000
non-refundable payment against HemaCare's interest in future
Gateway earnings. Cash proceeds from the sale, net of transaction
costs were approximately $255,000. The Company is entitled to
receive a percentage of Gateway's revenues, as defined, over the
five years subsequent to the date of sale, up to a total maximum
of $422,000. An additional payment of $100,000 is due when Gateway
receives its Food and Drug Administration establishment license.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
HemaCare's operations include blood management programs ("Blood
Management Program" or "BMP") and regional sales of blood products
(Blood Products) and services (Blood Services). The Company's Blood
Management Program allows a hospital or affiliated hospital group to
outsource many of its blood-related operations. Operating under its
Food and Drug Administration license, HemaCare establishes a local
blood donor center to provide collection and other blood banking
services to patients and physicians of the BMP hospital and supplies
the hospital with a wide range of blood products and services. Blood
Products include apheresis platelet products and whole blood components
such as red blood cells and plasma products. Blood Services include
therapeutic apheresis procedures and donor testing. All comparisons
within the following discussions are to the comparable periods of the
previous year.
In December 1995, HemaCare opened the Gateway Community Blood Program
regional BMP ("Gateway") in St. Louis, Missouri, and two southern
California, hospital-based BMPs were established with existing
customers in 1996. The University of Southern California ("USC")
Blood Management Program commenced in February 1996 and the Citrus
Valley Health Partners ("Citrus Valley") Blood Management Program
commenced in October 1996. Both the USC and Citrus Valley BMP
agreements have three-year terms. These BMPs are collectively referred
to as the "Programs" in the following discussions.
Revenues and Operating Profit
- -----------------------------
Total revenues for the three-month and six-periods of 1997 increased 3%
and 2%, respectively. The increases resulted from higher BMP and Blood
Services revenues, offset by a decrease in Blood Products revenues. The
Company's operating profit as a percentage of revenues ("profit
margin") increased to 13% in the second quarter of 1997 from 8% in the
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comparable quarter of 1996 and to 15% for the first half of 1997 from
6% in the first half of 1996. The increases were due to higher sales
volumes and lower operating costs and expenses at Gateway and higher
therapeutic service sales prices during the 1997 periods. Blood Products
sales and operating profit in both quarters were adversely affected by
pricing practices employed by the American Red Cross. (See Liquidity
and Capital Resources.)
Blood Management Programs
- --------------------------
The 1997 three-month ($461,000) and six-month ($1,182,000) increases in
Program revenue were due to higher sales volumes at Gateway and USC and
the conversion of Citrus Valley to a Blood Management Program customer.
Program profit margins increased by 9% in the 1997 three-month period
and by 12% in the 1997 six-month period as the result of increased
production at the USC Blood Donor Center and a decrease in Gateway's
operating losses.
In June of 1996, the Company evaluated Gateway's operations and
refocused its strategic direction. As a result, apheresis platelet
production and sales were increased and overhead costs for the
operation were reduced. Although these changes significantly reduced
losses, Gateway's operating results did not meet the Company's
financial expectations. Accordingly, in August 1997, Gateway operations
were sold. (See Liquidity and Capital Resources.)
Regional Operations
- -------------------
Blood Products
Blood Products revenues decreased $587,000 and $1,255,000 in the second
quarter and first half of 1997, respectively. The decreases were due to
lower sales volumes for apheresis platelet and whole blood component
products and lower red blood cell prices. Approximately 42% of the
three-month and 51% six-month decrease in Blood Products revenue was
due to the conversion of Citrus Valley blood product and services sales
to a BMP arrangement. The remainder of the decrease in platelet sales volumes
resulted from the loss of customers, primarily due to ARC pricing practices,
while whole blood component sales volumes decreased due to a shortage of red
blood cells available for sale. The price of red blood cells decreased in the
second quarter of 1997 and first half of 1997, due to competitive
pressures. The profit margin on Blood Products sales decreased in the
second quarter of 1997 and was unchanged for the six months ended June
30, 1997. The second quarter 1997 profit margin decrease resulted from
lower sales price for red blood cells and an increase in the cost of
these sales, partially offset by a decrease in the cost of apheresis
platelet sales.
Blood Services
Blood Services revenues increased 27% ($218,000) and 9% ($179,000) in
the three-month and six-month periods of 1997, respectively. Both
increases resulted from a higher volume of therapeutic apheresis
procedures performed in southern California and growth of the Company's
testing services business, partially offset by the elimination of
revenue from the Company's Atlanta-based therapeutic services
operation, which was closed in July 1996.
The profit margin on Blood Services revenues increased in the second
quarter and first half of 1997 due to elimination of losses from the
Atlanta operation and increased testing services operating profits.
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General and Administrative Expense
- -----------------------------------
General and administrative expense decreased 26% ($160,000) for the
three-month period and 22% ($272,000) for the six-month period of 1997.
Both decreases reflect the effect of spending controls initiated in
mid-1996. In addition, the three-month period includes a $71,000
recovery of previously expensed legal fees related to the ARC lawsuit
which was settled in June 1997.
Discontinued Operations
- -----------------------
In November 1995, the Company discontinued its Immupath related
research and development activities and established a reserve for
operating losses and contingent liabilities related to the disposal of
the research and development and related specialty plasma businesses.
The reserve amount, which included $600,000 for a contingent liability
related to a dispute with a licensor, was net of the proceeds expected
to be realized from the sale of research and development assets.
In July 1996, the dispute with the licensor was settled without any
payment by the Company. As a result of this settlement, the Company
recognized a $600,000 gain on disposal of discontinued operations in
the third quarter of 1996.
In March 1997, the Company completed disposition of the assets of the
discontinued operations and recognized a further $120,000 gain on
disposal. The Company does not expect the discontinued operations to
have a material impact on its future operating performance.
Liquidity and Capital Resources
- -------------------------------
At June 30, 1997, the Company had cash and cash equivalents of $1.8
million and working capital of $1.7 million. The Company's $700,000
line of credit with a commercial bank is in effect through April 30,
1998. Under the terms of the credit line agreement, the Company may
borrow up to 70% of eligible accounts receivable, up to a maximum of
$700,000, and must maintain certain financial ratios including working
capital, as defined, of $500,000 and a tangible net worth of not less
than $1.75 million. The Company was in compliance with all covenants of
its borrowing agreement at June 30 1997, and there were no borrowings
outstanding on the line of credit at that date.
The Company's Blood Management Programs, other than Gateway, and its
regional Blood Products and Blood Services businesses are profitable
and cash flow positive. However, the loss of three significant
apheresis platelet customers during the first quarter of 1997 had a
negative impact on second quarter 1997 Regional Blood Product sales and
profitability which is expected to continue until these sales can be
replaced.
In December 1995, Company filed an antitrust and unfair competition
complaint against ARC with the United States District Court in the
Central District of California to recover damages and secure injunctive
relief. The suit alleged that pricing practices employed by the
American Red Cross ("ARC") may have compelled southern California
area ARC customers to purchase certain blood products from the ARC at
higher prices than those offered by the Company. In June 1997, this
suit was settled. Although the terms of the settlement are confidential
and have not yet been fully implemented, the Company believes that the
settlement may improve its ability to obtain and retain blood product
customers.
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At June 30, 1997, the Citrus Valley Program Center was operating in
temporary facilities provided by the Citrus Valley hospitals. The
Citrus Valley Blood Donor Center, which the Company is obligated to
equip and operate, opened August 6, 1997. The costs of equipping the
center were financed through a lease.
Gateway sustained a large net loss in 1996, and continued to incur
substantial losses in the first quarter of 1997. In June 1996,
Gateway's strategic direction was refocused to market a more profitable
mix of blood products and services to specific hospital customers.
These changes resulted in increased revenue and significant reductions
in personnel and other costs. However, Gateway's operations were still
unable to meet the Company's financial requirements. On August 1, 1997,
Gateway's operations were sold. The purchaser assumed certain lease
liabilities related to Gateway's operations; purchased Gateway's
inventories and made a $200,000 non-refundable payment against
HemaCare's interest in future Gateway earnings. Cash proceeds from the
sale, net of transaction costs were approximately $255,000. The Company
is entitled to receive a percentage of Gateway's revenues, as defined,
over the five years subsequent to August 1, 1997, up to a total maximum
of $422,000. The terms of the sale also provide for a $100,000 payment
to HemaCare when Gateway receives a Food and Drug Administration blood
establishment license.
Management is evaluating a number of opportunities to develop new
outsourcing models and to implement these models, including its Blood
Management Program, in a variety of healthcare settings. However, the
development and implementation of additional outsourcing models and
Blood Management Programs may require that the Company obtain
additional financing to fund start-up, equipment and marketing costs.
There can be no assurance that the Company will be able to obtain the
necessary funds.
In March 1994, the Company was served with a lawsuit filed by a former
employee against the Company and its wholly owned subsidiary, HBI, in
the Superior Court of the State of California, related to the
termination of the employment of this employee and seeking relief in
the amount of $550,000. The case is still in the discovery stage in
the proceedings and neither management nor counsel are in a position to
evaluate the probable merits of the claim asserted by this former
employee. Accordingly, the resolution of this lawsuit could have a
material, adverse impact on the Company's financial condition and
results of operations.
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.
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 this 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, demand for the Company's products and
services, and the anticipated outcome of contingent claims against the
Company. 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
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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
ability of the Company to obtain additional financing, to achieve
profitability in its Blood Management Programs, to improve the
profitability of the Company's other operations, to expand its
operations, to comply with the covenants under its bank line of credit,
to effectively compete against the ARC and other competitors, and to
resolve favorably through negotiation or litigation claims asserted by
or against the Company. 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, 1996.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
See disclosure in Form 10-K for the year ended December 31,
1996.
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 5, 1997.
b. The following table shows the tabulation of votes for
all matters put to vote at the Company's Annual Meeting
of Shareholders held June 5, 1997.
Matters Put to Vote For Against/Withheld
------------------- ----------- ----------------
Election of Five Directors
Glenn W. Bartlett 6,160,585 65,148
Alan C. Darlington 6,160,585 65,148
Hal I. Lieberman 6,152,515 73,218
Sharon C. Kaiser 6,160,585 65,148
Jon B. Victor 5,681,964 543,769
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Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
a. Exhibits
2.1 Asset Purchase Agreement between the Registrant,
Gateway Community Blood Program, Inc. (a wholly owned
subsidiary of the Registrant) and Haemonetics
Corporation, dated August 1, 1997. See Also Exhibit
99.1
27 Financial Data Schedule for the Quarter Ending June
30, 1997
99.1 Agreement to Furnish Exhibits and Schedules.
b. The Company did not file any reports on Form 8-K during
the three months ended June 30, 1997.
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, 1997 HEMACARE CORPORATION
---------------------- (Registrant)
/s/ Sharon C. Kaiser
---------------------------------
Sharon C. Kaiser, Vice President,
Finance and Chief Financial
Officer
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INDEX TO EXHIBITS
Method of Filing
------------------------
2.2 Asset Purchase Agreement between the Registrant, Gateway
Community Blood Program, Inc. (a wholly owned subsidiary of the
Registrant) and Haemonetics Corporation, dated August 1, 1997.
See Also Exhibit 99.1.......................................... Filed herewith electronically
27 Financial Data Schedule for the quarter ending June 30, 1997... Filed herewith electronically
99.1 Agreement to Furnish Exhibits and Schedules.................... Filed herewith electronically
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