============================================================================= 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, 1999 	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 12, 1999, 7,437,582 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, 1999 (unaudited) and December 31, 1998 Consolidated statements of operations - Three and six months ended June 30, 1999 and 1998 (unaudited) Consolidated statements of cash flows - Six months ended June 30, 1999 and 1998 (unaudited) Notes to consolidated financial statements - June 30, 1999 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 2 Item 1. Financial Statements - ------- --------------------- HEMACARE CORPORATION CONSOLIDATED BALANCE SHEETS June 30, December 31, 1999 1998 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents........................... $ 866,000 $ 1,372,000 Marketable securities............................... 576,000 288,000 Accounts receivable, net of allowance for doubtful accounts - $439,000 (1999) and $596,000 (1998)................................... 3,110,000 3,038,000 Product inventories................................. 50,000 87,000 Supplies............................................ 635,000 604,000 Prepaid expenses.................................... 154,000 160,000 Note receivable from officer - current.............. 23,000 24,000 ------------- ------------- Total current assets........................... $ 5,414,000 $ 5,573,000 Plant and equipment, net of accumulated depreciation and amortization of $1,921,000 (1999) and $1,869,000 (1998)............. 1,188,000 1,289,000 Goodwill, net of amortization of $51,000 (1999) and $11,000 (1998)....................................... 702,000 742,000 Note receivable from officer - non-current............ 40,000 49,000 Other assets.......................................... 10,000 9,000 ------------- ------------- $ 7,354,000 $ 7,662,000 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable.................................... $ 1,177,000 $ 1,414,000 Accrued payroll and payroll taxes................... 786,000 802,000 Accrued professional fees........................... 71,000 173,000 Other accrued expenses.............................. 127,000 418,000 Current portion of obligations under capital leases. 154,000 203,000 Current portion of notes payable.................... 136,000 109,000 Reserve for discontinued operations................. 110,000 110,000 ------------- ------------- Total current liabilities..................... 2,561,000 3,229,000 Obligations under capital leases, net of current portion.................................. 549,000 627,000 Notes payable, net of current portion................. 420,000 491,000 Other long-term liabilities........................... 24,000 24,000 Commitments and contingencies......................... Shareholders' equity: Preferred stock, no par value - 5,000,000 shares authorized, 450,000 issued and outstanding........ 75,000 75,000 Common stock, without par value - 20,000,000 shares authorized, 7,437,582 and 7,281,120 issued and outstanding in 1999 and 1998.................................... 13,649,000 13,584,000 Accumulated deficit................................. (9,924,000) (10,368,000) ------------- ------------- Total shareholders' equity............................ 3,800,000 3,291,000 ------------- ------------- $ 7,354,000 $ 7,662,000 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 3 4 HEMACARE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended June 30, Six months ended June 30, 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Revenues: Blood management programs.... $ 2,035,000 $ 852,000 $ 3,573,000 $ 1,703,000 Regional operations Blood products............. 1,122,000 677,000 2,189,000 1,259,000 Blood services............. 1,837,000 1,314,000 3,685,000 2,799,000 ------------- ------------ ------------- ------------- Total revenue............. 4,994,000 2,843,000 9,447,000 5,761,000 Operating costs and expenses: Blood management programs.... $ 1,747,000 $ 787,000 $ 3,207,000 $ 1,601,000 Regional operations Blood products............. 816,000 477,000 1,553,000 946,000 Blood services............. 1,430,000 944,000 2,852,000 2,062,000 ------------- ------------ ------------- ------------- Total operating costs and expenses................ 3,993,000 2,208,000 7,612,000 4,609,000 ------------- ------------ ------------- ------------- Operating profit........... 1,001,000 635,000 1,835,000 1,152,000 General and administrative expense...................... 791,000 585,000 1,477,000 1,086,000 Gain on sale of Gateway - - 100,000 - Community Blood Program...... ------------- ------------ ------------- ------------- Income from continuing operations before income taxes........................ 210,000 50,000 458,000 66,000 Provision for income taxes...... (9,000) - (14,000) - ------------- ------------ ------------- ------------- Net income................... $ 201,000 $ 50,000 $ 444,000 $ 66,000 ============= ============ ============= ============== Income per shares: Basic........................ $ 0.03 $ 0.01 $ 0.06 $ 0.01 ============= ============ ============= ============== Diluted...................... $ 0.02 $ 0.01 $ 0.06 $ 0.01 ============= ============ ============= ============== Weighted average shares outstanding - basic........ 7,392,238 7,281,120 7,336,679 7,239,318 ============ =========== ============ ============= Weighted average shares outstanding - dilutive..... 8,382,023 7,302,852 7,924,092 7,268,926 ============= ============ ============= ============== 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, 1999 1998 ------------ ------------ Cash flows from operating activities: Net income................................................... $ 444,000 $ 66,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization............................ 146,000 76,000 Issuance of common stock and options for compensation.... 65,000 6,000 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable............... (72,000) 55,000 (Increase) decrease in inventories, supplies and prepaid expenses....................................... 13,000 (90,000) (Increase) in other assets, net.......................... (1,000) - Decrease in accounts payable, accrued expenses and other liabilities...................................... (633,000) (96,000) Other.................................................... - 1,000 ------------ ------------ Net cash provided by (used in) operating activities.......... (38,000) 18,000 Cash flows from investing activities: Decrease in notes receivable from related parties........ 10,000 8,000 Increase in marketable securities........................ (288,000) (213,000) Purchase of plant and equipment, net..................... (19,000) (4,000) ------------ ------------ Net cash used in investing activities........................ (297,000) (209,000) Cash flows from financing activities: Principal payments on line of credit, term loan and capital leases..................................... (171,000) (63,000) ------------ ------------ Net cash used in financing activities.................... (171,000) (63,000) ------------ ------------ Decrease in cash and cash equivalents.................... (506,000) (254,000) Cash and cash equivalents at beginning of period......... 1,372,000 1,249,000 ------------ ------------ Cash and cash equivalents at end of period............... $ 866,000 $ 995,000 ============ ============ Supplemental disclosure: Interest paid............................................ $ 45,000 $ 14,000 ============ ============ Income taxes paid........................................ $ 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 six months ended June 30, 1999, are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. Certain 1998 amounts have been reclassified to conform to the 1999 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, 1998. Coral Blood Services, Inc. ("CBS"), a wholly owned subsidiary of the Company, was formed in October 1998, for the purpose of purchasing substantially all of the assets of a company which had been in the business of supplying blood products and services to hospitals primarily in the eastern United States. (See Note 2.) Note 2 - Coral Blood Services - ------------------------------ In October 1998, the Company purchased, through its wholly owned subsidiary CBS, substantially all of the assets of Coral Therapeutics, Inc. ("Coral") from Coral's secured lender. Prior to the acquisition, Coral provided blood services to major university, teaching and community hospitals in Maine, New Hampshire, Massachusetts, Connecticut, New York, North Carolina and other states. The Company has concluded new contractual agreements with several former Coral customers; however, the Company operates under interim agreements with certain former Coral customers. Note 3 - Line of Credit and Note Payable - ----------------------------------------- Line of Credit The Company maintains a line of credit with a commercial bank secured by its accounts receivable, inventory and equipment. In February 1999, the commercial bank increased the Company's line of credit borrowing limit to $1.2 million, from $700,000, and converted the $600,000 balance then outstanding on the line of credit to a four-year term loan. Under the terms of the credit agreement, the Company may borrow up to 70% of eligible accounts receivable, up to a maximum of $1.2 million at an interest rate of prime plus 0.5% and must maintain certain ratios. The Company was in compliance with all covenants of its borrowing agreement at June 30,1999, and there was no balance outstanding under the line of credit. The line of credit matures in June 2000. 6 Note Payable The Company has a term note with a bank, payable in 48 monthly payments of principal and interest of approximately $15,000 through February 2003. The note bears interest at the prime rate plus one percent (8.75% at June 30, 1999). Note 4 - 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 state statute which contains a "sunset" provision. Unless a new exemption is obtained, the existing exemption will expire under its sunset provision on December 31, 2001. The Company is evaluating a number of available options with regard to the expiration of the exemption. Should the Company be unable to continue to sell apheresis platelets collected from paid donors, the Company's revenue and operating profit could be materially adversely affected. The 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 5 - Segment and Related Party Information - ---------------------------------------------- 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 which provide all or a major portion of the blood banking 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 pretax income for each segment. Related Party Loan In 1995 and 1994, the Company made a series of personal loans to Dr. Joshua Levy, then an officer and director of the Company. The Company received installment payments on these loans in 1997 and 1996. Effective July 31, 1997, the Company entered into an 7 agreement with Dr. Levy to forgive the remaining balance of Dr. Levy's loans, including interest accrued at a 10% annual rate, over a five-year period so long as Dr. Levy remains employed by the Company. Note 6 - Gain on Disposition - ---------------------------- 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. 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 maximum of $422,000. An additional payment of $100,000 was due when Gateway received a Food and Drug Administration establishment license. In the first quarter of 1999, the Company realized an additional $100,000 gain on the disposition as Gateway received its license. 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 and cyropreservation 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. Presently, CBS is providing services to some of its customers under interim arrangements, while negotiating new contractual agreements. In June 1999, the Company commenced a Blood Management Program with the University of California at Irvine ("UCI"). The Company now operates six blood management programs. In addition to the UCI program, the Company operates the University of Southern California ("USC") program, initiated in 1996, in Southern California 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. 8 The Gateway Community Blood Program ("Gateway") located in St. Louis, Missouri, and the Citrus Valley Health Partners ("Citrus Valley") Blood Management Program, initiated in 1995 and 1996, failed to meet the Company's profitability criteria. Gateway was sold in August 1997, and the Citrus Valley contract was terminated in July 1998. All comparisons within the following discussions are to the comparable periods of the previous year. Revenues, Operating Profit and Net Income - ----------------------------------------- Total revenues increased 76% ($2,151,000) in the three-month and 64% ($3,686,000) in the six-month periods of 1999. Operating profit increased by 58% ($366,000) in the three-month and 59% ($683,000) in the six-month periods of 1999. Net income increased by 302% ($151,000) in the three-month and 527% ($378,000) for the six months ended June 30, 1999. In both periods, the increases were due to the addition of the CBS operations and to higher California Blood Products revenue, partially offset by lower California BMP and Blood Services revenue. In addition, the Company realized a $100,000 gain on the sale of Gateway, in the first half of 1999. Blood Management Programs Revenue increased 139% ($1,183,000) in the second quarter and 110% ($1,870,000) in the first half of 1999. BMP operating profit increased by 343% ($233,000) in the second quarter and increased by 259% ($264,000) during the six months ended June 30, 1999. The revenue increases were due to the addition of the CBS operations and the UCI BMP, partially offset by the termination of the Citrus Valley contact. The increase in operating profit resulted from the addition of the UCI BMP, improved profitability of CBS BMP operations and the termination of the Citrus Valley contract. Blood Products Blood Products revenues increased 66% ($445,000) in the second quarter and 74% ($930,000) in the first half of 1999. The operating profit on Blood Products sales increased by 53% ($106,000) in the second quarter and increased by 103% ($323,000) during the six months ended June 30, 1999. These increases were the result of higher volume apheresis platelet sales in California, partially offset by a decrease in the average price per apheresis platelet product sold and by lower whole- blood component sales volumes and prices. Blood Services Blood Services revenues increased 40% ($523,000) in the second quarter and 32% ($886,000) in the first six months of 1999. Blood services operating profit increased by 10% ($37,000) in the second quarter and increased by 13% ($96,000) in the first half of 1999. The increases resulted from the addition of CBS operations, partially offset by decreases in California-based revenue. In California, the volume of albumin sales and the average price per therapeutic apheresis procedure both decreased in 1999. When the Company is able to obtain an excess supply of albumin, a protein replacement fluid used in certain therapeutic procedures, at a favorable price, it is offered for sale to non-hospital customers. There was no excess albumin for sale in 1999. The decrease in the average price per California therapeutic procedure was due primarily to lower average usage of albumin. 9 Gain on Disposition As a part of the terms of the sale of Gateway's operations, the Company was entitled to receive a payment of $100,000 when Gateway received a Food and Drug Administration establishment license. In the first quarter of 1999, the Company realized an additional $100,000 gain on the disposition as Gateway received its license. General and Administrative Expense General and administrative expense increased 35% ($205,000) in the second quarter and 36% ($390,000) in the first half of 1999. The increase in general and administrative expenses is consistent with the additional overhead costs required to support CBS operations. As a percentage of revenue, general and administrative expenses decreased to 16% during the three and six-month periods ended June 30, 1999, compared to 21% and 19% during the same periods of 1998. Liquidity and Capital Resources At June 30, 1999, the Company had cash and cash equivalents and marketable securities of $1,442,000 and working capital of $2,853,000. The Company has a $1,200,000 line of credit with a commercial bank which is in effect through June 1, 2000. Under the terms of the credit line agreement, the Company may borrow up to 70% of eligible accounts receivable, up to a maximum of $1,200,000, and must maintain certain financial ratios. The Company was in compliance with all covenants of its borrowing agreement at June 30, 1999, and there were no borrowings outstanding on the line of credit at that date. The Company also has a term note with a bank of $600,000, payable in 48 monthly payments of principal and interest of approximately $15,000 through February 2003. The note bears interest at the prime rate plus one percent, (8.75% as of June 30, 1999). The term note is cross collateralized with the Company's line of credit. The Company has concluded new contractual agreements with several East Coast customers; however, the Company still operates under interim arrangements with certain East Coast customers. The Company expects to enter contractual agreements with most of these customers. However, there can be no assurance that satisfactory contracts can be negotiated with all major customers, and the loss of one or more major customers could have an adverse affect on the Company's revenue and operating profit. 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 state statute which contains a "sunset" provision. Unless a new exemption is obtained, the existing exemption will expire under its sunset provision on December 31, 2001. The Company is evaluating a number of alternatives with regard to continuing its California based apheresis platelet business after the year 2001. However, there can be no assurance that these initiatives will be successful. Should the Company be unable to continue to sell apheresis platelets collected from paid donors, the Company's revenue and operating profit could be materially adversely affected. 10 Joshua Levy, M.D., medical director of the Company and a shareholder, treats patients through his private practice, who require therapeutic services. Amendments to the Federal self-referral laws and related regulations which became effective in 1995 could restrict the Company's ability to provide therapeutic services to Dr. Levy's patients who are covered by Medicare or MediCal. It is estimated that revenues from these patients represented approximately 2% ($295,000) of the Company's 1998 revenues. New regulations which have been proposed but not yet issued may provide an exemption for therapeutic apheresis services. If the new regulations do not provide an exemption for therapeutic apheresis services, the Company could lose the revenue from its services for Dr. Levy's Medicare and MediCal patients. The Company anticipates that cash flow from profitable operations, collection of the accounts receivable purchased from Coral, 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 The Company has developed and is implementing a comprehensive program to address year 2000 issues. The program considers the effect of the Year 2000 on the Company's internal systems, customers, products and services, production systems, and suppliers and other critical business partners. Implementation of the Company's plan is substantially complete, and the Company believes that all identified potential Year 2000 issues have been effectively resolved. The cost to identify and resolve Year 2000 issues was not material to the Company's financial results and has been expensed as incurred. Management does not believe that there will be a significant disruption to the Company's business due to Year 2000 issues. However, the Company has begun contingency planning to address any situations which may arise in which the planning of the Company or third parties prove to be inadequate, and where practical alternatives are available. There can be no assurance that the Company's Year 2000 program or the programs of critical business partners will be successful, and failure could have a material adverse affect on the Company's business and results of operations. 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, 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 ability of the Company to expand its operations, obtain additional financing, to repay existing debt, to retain existing customers and obtain new customers, to retain the former customers of Coral, to improve the profitability of the Company's other operations, the effects of the Year 2000 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 11 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, 1998. PART II. OTHER INFORMATION Item 1. Legal Proceedings See disclosure in Form 10-K for the year ended December 31, 1998. Item 4. Submission of Matters to a Vote of Security Holders a. The Company's Annual Meeting of Shareholders (the "Meeting") held on June 17, 1999 was adjourned and reconvened on July 29, 1999. b. The following table shows the tabulation of votes for all matters put to vote at the Meeting. Against/ Broker Matters Put to Vote For Withheld Abstain Non-Votes - -------------------------- ----------- ---------- ----------- --------- 1. Proposal to Amend bylaws to provide a range in the number of authorized directors of the Company of five to nine directors.......... 3,886,108 112,420 727,176 1,451,707 2. Election of Five Directors Alan C. Darlington...... 5,434,305 743,106 Charles R. Schwab, Jr... 5,434,305 743,106 Julien L. Steffenhagen.. 5,434,305 743,106 William D. Nicely....... 5,434,305 743,106 Robert L. Johnson....... 5,434,305 743,106 3. Proposal to amend Restated Articles of Incorporation to change the name of the Company to Comprehensive Blood Services................ 5,157,168 83,605 936,638 12 Item 6. Exhibits and Reports on Form 8-K - ------------------------------------------ a. Exhibits 4.1 Loan Agreement the Registrant and Bank Leumi USA, dated June 1, 1999 11 Net Income (Loss) per Common and Common Equivalent Share 27 Financial Data Schedule for the Quarter Ended June 30, 1999. b. The Company did not file any reports on Form 8-K during the three months ended June 30, 1999. 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 16, 1999 HEMACARE CORPORATION ---------------------------- (Registrant) /s/ David Fractor ----------------------------- David Fractor, Chief Financial Officer 13 INDEX TO EXHIBITS Method of Filing ------------------ 4.1 Loan Agreement between the Registrant and Bank Leumi USA,dated June 1, 1999 Filed herewith electronically 11 Net Income (Loss) per Common and Common Equivalent Share................................ Filed herewith electronically 27 Financial Data Schedule for the quarter ended June 30, 1999................................... Filed herewith electronically 14