=============================================================================
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, 1995
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 8, 1995, 5,886,785 shares of Common Stock of the Registrant were
issued and outstanding.
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1
<PAGE>
INDEX
HEMACARE CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets--June 30, 1995 and December 31, 1994
Consolidated statements of operations--Three and six months ended
June 30, 1995 and 1994
Consolidated statements of cash flows--Six months ended June 30,
1995 and 1994
Notes to consolidated financial statements--June 30, 1995
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 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
<PAGE>
Item 1. Financial Statements
------- --------------------
HEMACARE CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
(Unaudited)
----------- ------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents.................. $ 1,348,394 $ 786,334
Short-term investments..................... -- 295,434
Accounts receivable, net of allowance for
doubtful accounts -$166,619 (1995) and
$141,243 (1994)........................... 1,139,960 1,606,566
Product inventories........................ 136,842 117,683
Supplies................................... 404,537 324,047
Prepaid expenses........................... 211,593 109,972
Note receivable from officer............... 104,049 90,470
------------ ------------
Total current assets.................. 3,345,375 3,330,506
Plant and equipment, net of accumulated
depreciation and amortization of
$2,116,747 (1995) and $1,895,863 (1994)...... 1,423,367 1,463,261
Licenses...................................... 1,359,800 1,394,337
Other assets.................................. 127,284 100,805
------------ ------------
$ 6,255,826 $ 6,288,909
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable........................... $ 606,991 $ 967,545
Accrued payroll and payroll taxes.......... 257,923 324,408
Other accrued expenses..................... 235,677 267,062
Current obligations under capital leases... 154,566 221,555
Line of credit payable to bank............. 200,000 200,000
------------ ------------
Total current liabilities................ 1,455,157 1,980,570
Obligations under capital leases, net
of current portion........................... 450,009 286,998
Other accrued employee benefits............... 78,187 121,406
------------ ------------
Total liabilities........................ 1,983,353 2,388,974
Shareholders' Equity
Common stock, without par value -
20,000,000 shares authorized,
5,736,785 and 5,366,381 issued
and outstanding at June 30, 1995 and
December 31, 1994, respectively........... 11,876,285 11,316,671
Accumulated deficit........................ (7,603,812) (7,416,736)
------------ ------------
Total shareholders' equity............... 4,272,473 3,899,935
------------ ------------
$ 6,255,826 $ 6,288,909
============ ============
(/TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
HEMACARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
</TABLE>
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1995 1994 1995 1994
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Revenues
Blood services.................... $ 821,270 $ 1,024,453 $ 1,746,610 $ 1,923,345
Blood products.................... 1,676,930 1,733,247 3,421,190 3,432,547
Specialty plasma.................. 51,639 114,875 138,790 162,866
------------- ------------ ------------ ------------
Total revenues.................. 2,549,839 2,872,575 5,306,590 5,518,758
Cost of sales and services........... 1,994,222 2,123,551 4,031,735 4,165,286
------------- ------------ ------------ ------------
Gross profit.................... 555,617 749,024 1,274,855 1,353,472
General and administrative expense... 471,568 595,533 961,480 1,152,648
Research and development expense..... 214,430 670,415 498,062 1,403,170
Interest (income) expense
Interest income................... (11,427) (10,899) (25,949) (21,908)
Interest expense.................. 19,992 9,970 28,338 21,671
------------- ------------ ------------ ------------
Net loss........................ $ (138,946) $ (515,995) $ (187,076) $(1,202,109)
============= ============ ============ ============
Per share amounts:
Net loss........................ $ (0.03) $ (0.10) $ (0.03) $ (0.25)
============= ============ ============ ============
Weighted average common shares
outstanding....................... 5,634,480 4,994,513 5,512,930 4,893,478
============= ============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
HEMACARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
Six months ended June 30,
1995 1994
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................... $ (187,076) $ (1,202,109)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization of plant
and equipment.................................... 223,273 234,361
Amortization of intangible assets................. 34,897 32,090
Provision for losses on accounts receivable....... 30,006 31,665
Issuance of common stock for employee 401(K)...... 54,668 46,604
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable........ 436,600 (224,455)
Increase in inventories, supplies and
prepaid expenses................................. (201,270) (190,686)
Increase in other assets, net..................... (1,829) (299,724)
Decrease in accounts payable and accrued expenses. (458,424) (35,775)
Decrease in other accrued employee................ (43,219) (10,529)
------------ ------------
Net cash used in operating activities................. (112,374) (1,618,558)
------------ ------------
Cash flows from investing activities:
Advance to officer..................................... (13,579) --
Decrease in short-term investments..................... 295,434 496,802
Purchase of plant and equipment, net................... (41,064) (123,048)
------------ ------------
Net cash provided by investing activities............. 240,791 373,754
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock................. 504,946 1,010,525
Principal payments on line of credit and capital
leases................................................ (71,303) (128,148)
------------ ------------
Net cash provided by financing activities.............. 433,643 882,377
------------ ------------
Increase (decrease) in cash and cash equivalents....... 562,060 (362,427)
Cash and cash equivalents at beginning of period....... 786,334 1,149,917
------------ ------------
Cash and cash equivalents at end of period............. $ 1,348,394 $ 787,490
============ ============
Items not impacting cash flows:
Increase in capital lease obligations.................. $ 167,325 $ --
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
HEMACARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. 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, 1995 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1995. 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, 1994.
In 1994, HemaCare, through its wholly owned subsidiary, HemaBiologics, Inc.
("HBI"), incurred significant losses as a result of the expenditures related
to ImmupathTM, an experimental treatment for HIV/AIDS. HemaCare financed the
costs associated with the Immupath project from existing cash reserves,
operating cash flow and proceeds from sales of common stock and the exercise
of stock purchase warrants. Beginning in August 1994, the Company suspended
most of the Immupath development activities and implemented cost reductions
which included closing two donor centers, curtailing staffing and donor
recruiting activities at the remaining locations and suspending the
construction of its plasma processing facility. The Company is seeking an
investor to finance continued development of Immupath, however, there can be
no assurance that such financing will be obtained. If sufficient funding to
continue development is not obtained, the Company may abandon the Immupath
research project.
Note 2 - License Agreement
---------------------------
The Company has a license agreement for the U.S. patent for Immupath. Under
the terms of the license agreement, the Company began making advance royalty
payments in January 1994. In January 1995, the Company notified Medicorp,
Inc., the company with which it has the license agreement, that it would no
longer be able to make its monthly $25,000 royalty prepayments. The Company
and Medicorp are currently negotiating the terms of a deferral or abeyance of
the prepayments. In March 1995, Medicorp informed the Company that the patent
holder for Immupath has served Medicorp with a claim that Medicorp is in
violation of its license agreement with the patent holder. The Company
believes that an agreement it has with the patent holder, whereby the
Company's license rights remain in effect in the event that the license
between the patent holder and Medicorp is terminated for any reason, will
preserve the Company's rights under the U.S. patent.
Note 3 - Line of Credit
-----------------------
Since August 1991, the Company has maintained a line of credit with a
commercial bank secured by its accounts receivable, inventory and equipment.
Borrowing on the line is limited to 70% of the Company's eligible accounts
receivable under 90 days old, to a maximum of $700,000, with interest at the
lender's prime rate plus one-half of a percentage point. The line of
credit terms are in effect through April 1996, with the provision that the
Company maintain $400,000 in cash and/or short-term securities at all times.
6
<PAGE>
The Company was in compliance with all covenants of its borrowing agreement
at June 30, 1995. As of June 30, 1995, $200,000 was outstanding under the
line of credit. This amount was repaid in July 1995.
Note 4 - Sale of Equity Securities
----------------------------------
In April 1994, HemaCare sold 250,000 units of common stock and common stock
purchase warrants (at $4.00 per unit) in an offshore transaction from which
it received net proceeds of approximately $900,000. Each unit consisted of
one share of the Company's common stock and three warrants to purchase
additional shares. The first group of warrants was exercised in September
1994 and yielded net proceeds of approximately $500,000. The second group of
warrants was exercised in February 1995 yielding net proceeds of approximately
$350,000. In connection with this exercise, a fourth group of 250,000
warrants was granted to the purchaser in February 1995. The third group of
250,000 warrants was exercised in June and July 1995, yielding net proceeds
of approximately $390,000. The warrants granted in February 1995 are
exercisable at a price of $3.50 per share and expire in December 1998. In
connection with the offshore transaction and the subsequent exercise of
related warrants, the Company granted to the finder warrants to purchase
50,000 shares of the Company's common stock. The exercise prices of the
warrants range from $1.45 to $4.00, and the warrants expire five years from
the issue date. In addition, the Company agreed to issue to the finder up to
12,500 additional warrants at $3.50 per share. The number of additional
warrants to be granted is dependent upon the number of warrants to be
exercised in related offshore transactions.
Note 5 - Contingencies
----------------------
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 this
employee and seeking relief in excess of $350,000. Neither management nor
counsel are currently in a position to evaluate the probable merits of the
claim asserted by this former employee.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONIDITION AND
RESULTS OF OPERATIONS
Comparison of the Quarter and Six Months ended June 30, 1995 and 1994
----------------------------------------------------------------------
All comparisons within the following discussions are to the same period of the
previous year.
Revenues and Gross Profit
-------------------------
Revenues for the three months ended June 30, 1995, decreased 11% ($323,000),
and revenues for the six months decreased 4% ($212,000).
For the three months ended June 30, 1995, blood services revenues decreased
20% ($203,000). The number of therapeutic procedures performed in the 1995
quarter declined by 15% in Los Angeles and by 71% in northern Georgia, both
as the result of lower demand for therapeutic services. Blood product
revenues were 3% ($56,000) lower for the second quarter of 1995. Decreased
unit sales of platelets (9%) and allogeneic products (3%) were partially
offset by price increases for both products. Revenues from the specialty
plasma business decreased $63,000 during the three months ended June 30, 1995,
as a result of a spot sale of an inventoried product in 1994 and the timing
of other sales.
7
<PAGE>
For the six months ended June 30, 1995, blood services revenues decreased 9%
($177,000), primarily as a result of decreases in the number of procedures
performed in the second quarter, and blood products revenues remained flat.
Revenues from the sales of specialty plasma decreased $24,000 during the six
months ended June 30, 1995.
Gross profit as a percentage of sales decreased from 26% to 22% for the
three-month period and remained at 24% for the six-month period. The lower
gross profit percentage for the three-month period is due to (1) increased
costs for materials used in providing therapeutic services and processing
platelet donors, (2) higher fixed costs per procedure and donation as a
result of a lower volume of procedures and (3) a lower ratio of products per
platelet donation during the quarter.
Losses incurred on the Company's specialty plasma business have decreased for
the three- and six-month periods of 1995, due to a decision to close two
centers and reduce operations at remaining centers.
General and Administrative Expenses
-----------------------------------
General and administrative expenses decreased 21% ($124,000) for the three
months ended June 30, 1995 and 17% ($191,000) for the six months ended June
30, 1995, primarily as the result of management controls over corporate
spending instituted in late 1994.
Research and Development Expenses
---------------------------------
The Company incurred research and development expenses of $214,000 for the
second quarter of 1995 compared to $670,000 for the second quarter of 1994
and $498,000 for the six months ended June 30, 1995 compared to $1,403,000
for the six months ended June 30, 1994. The decrease in these expenses is due
to curtailment of research activities related to ImmupathTM, an experimental
treatment of HIV/AIDS.
In late 1994, the Company determined that ongoing Immupath research and
development activities could no longer be funded internally. Discussions with
potential financing sources were initiated, with the goal of securing an
investor to fund preclinical and human clinical testing. Although discussions
with several interested parties continue, at this time testing cannot proceed
because of a lack of funds. (See "Liquidity and Capital Resources" below).
Until additional funding has been obtained, Immupath research and development
activities have been reduced to a minimum level. Non-essential activities
have been decreased or eliminated, including staff reductions, closing of
donor centers and limiting plasma processing operations. The Company's
current activities related to Immupath consist of maintaining the unfinished
plasma processing facility, retaining the donated anti-HIV plasma (which the
Company believes would be sufficient to conduct future clinical trials) and
continuing to treat the remaining patients from the Phase I/II clinical trial
and follow their progress on a monthly basis.
In January 1995, the Company notified Medicorp, the company with which it has
a license agreement under the U.S. patent for Immupath, that it would no
longer be able to make its monthly $25,000 royalty prepayments because of a
lack of funds. The Company and Medicorp are currently negotiating the terms
of a deferral or abeyance of the prepayments. In March 1995, Medicorp
informed the Company that the patent holder for Immupath has served Medicorp
with a claim that Medicorp is in violation of its license agreement with the
patent holder. The Company believes that an agreement it has with the patent
8
<PAGE>
holder, whereby the Company's license rights remain in effect in the event
that the license between the patent holder and Medicorp is terminated for any
reason, will preserve the Company's rights under the U.S. patent.
Liquidity and Capital Resources
-------------------------------
At June 30, 1995, the Company had cash and cash equivalents of $1,348,000.
In April 1994, the Company completed a private placement of 250,000 units,
consisting of 250,000 shares of common stock and 750,000 warrants for net
proceeds of approximately $900,000. The warrants consisted of three groups of
250,000 each, exercisable sequentially. The first group of warrants was
exercised in September of 1994 with net proceeds of $500,000. The second
group of warrants was exercised in February of 1995, yielding net proceeds
of approximately $350,000, and the third group of warrants was exercised in
June and July of 1995 yielding net proceeds of approximately $390,000. In
connection with the exercise of the second group of warrants, a fourth group
of 250,000 warrants was granted. The fourth group of warrants expire
December 31, 1998.
The Company's $700,000 line of credit with its commercial bank is in effect
until April 30, 1996, with a provision that the Company maintain cash and/or
short-term security balances of at least $400,000 (excluding borrowings) at
all times. The Company was in compliance with this and other covenants of its
borrowing agreement at June 30, 1995. At June 30, 1995, $200,000 was
outstanding on the line of credit. This amount was repaid in July 1995.
The Company's core blood products and services business is profitable and cash
flow positive. On August 1, 1995, the Company announced the completion of
agreements to establish a full-service blood center (the "Blood Center") at
the University of Southern California (USC) Health Services Campus. Initially,
this center will serve the USC/Norris Comprehensive Cancer Center and
Hospital and the USC University Hospital. The Blood Center, which is expected
to open in November 1995, will be located in space leased from USC and will
be staffed and operated by HemaCare.
The health care environment in the U.S. today is focused on providing more
cost-effective and efficient delivery of services. Management believes that
this environment provides opportunities for national expansion of the
Company's core blood products and services business via the establishment of
full-service blood centers located at or nearby major medical facilities,
together with the acquisition of other blood-related businesses. The
Company's first blood center will be located at the USC Health Services
Campus. The Company, together with its financial advisor, is currently
discussing various business arrangements with potential corporate partners
and other sources of capital in order to fund a national expansion. There
can be no assurance that the Company will be able to obtain the funds
necessary to finance the proposed expansion.
The Company continues to seek investment funding for the preclinical testing
and proposed human clinical trials of IVIG Immupath and is currently in
discussions with several potential sources of capital. There can be no
assurance, however, that an investment commitment will be obtained or that
any commitment obtained will be sufficient to complete the development of
Immupath. If investment funding cannot be obtained, the Company may abandon
development of Immupath.
The Company has taken the steps described under the caption "General and
Administrative Expenses" and "Research and Development Expenses" to reduce
expenses. In addition, the Company has reduced the operating expenses of the
Georgia operation and the specialty plasma businesses with the objective of
achieving at least breakeven operating results.
9
<PAGE>
At June 30, 1995, the Company had working capital of approximately $1,890,000.
With the above described demands on working capital, the Company anticipates
that positive cash flow from its operations, its cash and investments on hand
and its line of credit will be sufficient to meet its working capital
requirements for the next 12 months.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
------- -----------------
See disclosure in Form 10-K for the year ended December 31, 1994.
Item 2. Submission of Matters to a Vote of Security Holders
------- ----------------------------------------------------
a. The Company's Annual Meeting of Shareholders (the "Meeting")
was held on June 2, 1995.
c. The following table shows the tabulation of votes for all
matters put to vote at the Company's Annual Meeting of
Shareholders held June 2, 1995.
<TABLE>
<CAPTION>
Abstentions/
Against/ Broker Non-
Matters Put to Vote For Withheld Votes
------------------- -------- --------- ------------
<S> <C> <C> <C>
Election of Six Directors
Thomas M. Asher 4,617,161 86,450 --
Hal I. Lieberman 4,615,861 87,750 --
Joshua Levy 4,617,161 86,450 --
Glenn W. Bartlett 4,617,261 86,350 --
Alfred G. Scheid 4,616,961 86,650 --
Willis L Warner 4,616,261 87,350 --
</TABLE>
Item 5. Other Information
------- -----------------
On June 12, 1995, the Company announced the appointment of
Jon B. Victor to the Board of Directors. Mr. Victor's
appointment fills the vacancy on the Board and establishes
a majority of outside directors.
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
a. Exhibits
27 Financial Data Schedule for the quarter ending June
30, 1995.
b. The Company did not file any reports on Form 8-K during the
three months ended June 30, 1995.
10
<PAGE>
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 9, 1995 HEMACARE CORPORATION
----------------- (Registrant)
\s\ Sharon C. Kaiser
---------------------------
Sharon C. Kaiser, Chief
Financial Officer
11
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method of Filing
----------------
<S> <C> <C>
27 Financial Data Schedule for the quarter ending June 30, 1995........ Filed herewith electronically
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements contained in Form 10-Q for the Quarter ending June 30, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,348,394
<SECURITIES> 0
<RECEIVABLES> 1,306,579
<ALLOWANCES> 166,619
<INVENTORY> 541,379
<CURRENT-ASSETS> 3,345,375
<PP&E> 3,540,114
<DEPRECIATION> 2,116,747
<TOTAL-ASSETS> 6,255,826
<CURRENT-LIABILITIES> 1,455,157
<BONDS> 0
<COMMON> 11,876,285
0
0
<OTHER-SE> (7,603,812)
<TOTAL-LIABILITY-AND-EQUITY> 6,255,826
<SALES> 5,306,590
<TOTAL-REVENUES> 5,306,590
<CGS> 4,031,735
<TOTAL-COSTS> 4,031,735
<OTHER-EXPENSES> 1,459,542<F1>
<LOSS-PROVISION> 30,006
<INTEREST-EXPENSE> 28,338
<INCOME-PRETAX> (187,076)
<INCOME-TAX> 0
<INCOME-CONTINUING> (187,076)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (187,076)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
<FN>
<F1>Other expenses include $961,480 in general and administrative expense and
$498,062 in research and development expense.
</FN>
</TABLE>
