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) August 1, 1997
---------------
HEMACARE CORPORATION
(Exact name of registrant as specified in its charter)
California 0-15223 95-3280412
(State or other (Commission File Number) (I.R.S. Employer I.D.
jurisdiction of Number)
incorporation or
organization)
4954 Van Nuys Boulevard
Sherman Oaks, California 91403
------------------------------------------
(Address of principal executive offices)
(818) 986-3883
------------------------------------------
(Registrant's telephone number, including area code)
(Not Applicable)
------------------------------------------
(Former name or former address, if changed since last report)
2
Item 2. Acquisition or Disposition of Assets.
- ---------------------------------------------
(a) Pursuant to an Asset Purchase Agreement dated
August 1, 1997 (the "Agreement"), HemaCare
Corporation (the "Company" or "HemaCare") and
its wholly-owned subsidiary Gateway Community Blood
Bank, Inc. ("Gateway") entered into an agreement
with Haemonetics Corporation ("Haemonetics") to
sell substantially all the operating assets of
Gateway to Haemonetics. The assets purchased by
Haemonetics include product and supplies
inventories, the right to use the name "Gateway
Community Blood Bank, Inc.," furniture, equipment
and leasehold improvements. In addition, HemaCare
has agreed not to compete with Gateway for a period
ending twelve months following the satisfaction by
Haemonetics of all payment liabilities under the
Agreement.
The transaction closed on August 1, 1997, and in
accordance with the terms of the Agreement,
HemaCare received an initial cash payment of
$308,000 at closing. In addition, Haemonetics
assumed approximately $218,000 of capital lease
obligations and certain operating lease liabilities
related to Gateway's operations. Transaction costs,
primarily legal fees, are estimated at $53,000. Of
the initial payment amount, $200,000 is a non-
refundable advance against the Company's interest
in Gateway's future revenue. The Company is
entitled to receive a percentage of Gateway's
revenues, as defined in the Agreement, over the
five year period subsequent to August 1, 1997, not
to exceed a total of $622,000. The terms of the
sale provide for an additional $100,000 payment to
HemaCare when Gateway receives a Food and Drug
Administration blood establishment license.
Item 7. Financial Statements and Exhibits
- -------------------------------------------
(a) Not applicable.
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated
financial statements and notes give effect to the sale of
the operations of Gateway Community Blood Program, Inc.
("Gateway"), a wholly-owned subsidiary of HemaCare
Corporation ("HemaCare"), to Haemonetics Corporation
("Haemonetics").
2
3
The unaudited pro forma condensed consolidated results of
operations represent the historical results of continuing
operations of HemaCare for the year ended December 31, 1996
and the six months ended June 30, 1997, adjusted to reflect
the disposition of Gateway's operations as if it had
occurred at the beginning of the period. The unaudited pro
forma consolidated balance sheet was prepared to reflect the
disposition of Gateway's operations as if it had occurred on
June 30, 1997. The pro forma information has been prepared
utilizing the historical financial statements of HemaCare
and the historical financial statements of Gateway. The pro
forma condensed financial information is based on the
estimates and assumptions set forth in the notes to the pro
forma financial statements.
Pro forma financial data is provided for comparative
purposes only and does not purport to be indicative of the
actual financial condition if the disposition had occurred
at the date of the balance sheet presented or results of
operations had the disposition occurred at the beginning of
the periods for the statements of operations presented, nor
are they necessarily indicative of the results of future
operations. The information presented below should be read
in conjunction with the information of HemaCare included in
it 1996 annual report on Form 10-K and it quarterly report
for the period ended June 30, 1997 filed on Form 10-Q.
3
4
HEMACARE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Pro Forma
As Reported (1) Gateway (2) Adjustments (3) Pro Forma
--------------- -------------- --------------- ------------
(Unaudited)
Revenues $ 10,921,000 $ 652,000 $ 10,269,000
Operating costs and expenses 9,687,000 1,757,000 7,930,000
------------- ------------- ------------- -------------
Operating profit (loss) 1,234,000 (1,105,000) 2,339,000
General and administrative expense 2,288,000 2,288,000
Interest expense (income), net 36,000 37,000 (1,000)
------------- ------------- ------------- -------------
(Loss) income from continuing
operations before income taxes (1,090,000) (1,142,000) 52,000
Provision for income taxes - - -
------------- ------------- ------------- -------------
(Loss) income from continuing
operations $ (1,090,000) $ (1,142,000) $ 52,000
============= ============= ============= =============
Per share amounts:
(Loss) income from continuing
operations $ (0.17) $ 0.01
============= =============
Weighted average common and
common equivalent shares
outstanding 6,349,940 104,328 (4) 6,454,268
============= ============= =============
4
5
HEMACARE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
Pro Forma
As Reported (5) Gateway (2) Adjustments (3) Pro Forma
--------------- ------------- --------------- --------------
(Unaudited) (Unaudited)
Revenues $ 5,595,000 $ 526,000 $ 5,069,000
Operating costs and expenses 4,740,000 760,000 3,980,000
------------- ------------ -------------- -------------
Operating profit 855,000 (234,000) 1,089,000
General and administrative expense 972,000 972,000
Interest expense (income), net 3,000 17,000 (14,000)
------------- ------------ -------------- -------------
(Loss) income from continuing operations
before income taxes (120,000) (251,000) 131,000
Provision for income taxes - - - -
------------- ------------ -------------- -------------
(Loss) income from continuing
operations $ (120,000) $ (251,000) $ 131,000
============= ============ ============== =============
Per share amounts:
(Loss) income from continuing operations $ (0.02) $ 0.02
============= ============== =============
Weighted average common and common
equivalent shares outstanding 7,187,411 16,630 (4) 7,204,041
============= ============== =============
5
6
HEMACARE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
Pro Forma
As Reported (6) Adjustments (3) Pro Forma
--------------- ---------------- -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,823,000 $ 308,000 (7) $ 2,131,000
Marketable securities 192,000 192,000
Accounts receivable, net 1,409,000 1,409,000
Supplies and product inventories 457,000 (67,482) (8) 389,518
Prepaid expenses 168,000 (15,524) (8) 152,476
Note receivable from officer - current 15,000 15,000
------------- ------------ -------------
Total current assets 4,064,000 224,994 4,288,994
Plant and equipment, net of
accumulated depreciation 721,000 (242,595) (8) 478,405
Note receivable from officer -
non-current 77,000 77,000
Other assets 47,000 (27,074) (9) 19,926
------------- ------------ -------------
$ 4,909,000 $ (44,675) $ 4,864,325
============= ============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,094,000 $ 1,094,000
Accrued purchases and other accrued
expenses 21,000 (1,900) (8) 19,100
Accrued payroll and payroll taxes 450,000 450,000
Other accrued expenses 294,000 53,000 (10) 347,000
Current obligations under capital
leases 256,000 (78,012) (11) 177,988
Reserve for discontinued operations
- current 284,000 284,000
------------- ------------ -------------
Total current liabilities 2,399,000 (26,912) 2,372,088
Obligations under capital leases, net
of current portion 446,000 (144,514) (11) 301,486
Commitments and contingencies
Shareholders' equity:
Common stock, without par value 13,507,000 13,507,000
Accumulated deficit (11,443,000) 126,751 (12) (11,316,249)
-------------- ------------ -------------
Total shareholders' equity 2,064,000 126,751 2,190,751
-------------- ------------ -------------
$ 4,909,000 $ (44,675) $ 4,864,325
============== ============ =============
6
7
HEMACARE CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
(1) Audited consolidated condensed results of continuing
operations of HemaCare for the year ended December 31,
1996.
(2) Unaudited results of operations of Gateway for the
period indicated.
(3) Adjustments necessary to reflect the results of
operations as if the disposition of Gateway had
occurred at the beginning of the periods presented and
the balance sheet as if the disposition had occurred at
June 30, 1997.
(4) The impact of the dilutive common stock equivalents.
(5) Unaudited consolidated condensed results of continuing
operations of HemaCare for the six months ended June
30, 1997.
(6) Unaudited consolidated balance sheet of HemaCare at
June 30, 1996.
(7) Proceeds from the sale of assets to Haemonetics.
(8) Sale of net assets to Haemonetics.
(9) Write-off of Gateway organization costs.
(10) Transaction costs, primarily legal and accounting.
(11) Assumption of capital lease liabilities by Haemonetics.
(12) Gain on the disposition of assets, net of transaction
costs, primarily legal and accounting and the write-off
of Gateway organization costs. The pro forma gain is
based on the book value of the assets and liabilities
of Gateway at June 30, 1997. Actual gain will be based
on book values as of the August 1, 1997 disposition
date. However, the difference is not expected to be
material.
7
8
(c) 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, including list of
omitted schedules. See also Exhibit 99.1
99.1 Agreement to Furnish Exhibits and Schedules
to Exhibit 2.1.
SIGNATURE
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.
HEMACARE CORPORATION
(Registrant)
Date: August 15, 1997
By: _________________________________
Hal I. Lieberman, President & CEO
8
9
INDEX TO EXHIBITS
Exhibits Method of Filing
----------------
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,
including list of omitted schedules.
See also Exhibit 99.1............................. Filed herewith electronically
99.1 Agreement to Furnish Exhibits and Schedules
to Exhibit 2.1..................................... Filed herewith electronically
9