UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the Quarterly Period Ended March 31, 2008
|
Commission
File
Number
1-11700
|
HEMAGEN DIAGNOSTICS,
INC.
(Exact
name of Small Business Issuer as
Specified
in its Charter)
|
|
|
|
(State
of Organization)
|
(I.R.S.
Employer Number)
|
9033
Red Branch Road, Columbia, Maryland 21045-2105
|
|
(Address
of principal executive offices, Zip
Code)
|
|
|
|
(Issuer’s
telephone number, including area
code)
|
Check whether the issuer (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
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
¨
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.
Yes
¨
No
x
As of April 30, 2008, the issuer had
15,225,281 shares of Common Stock,
$.01 par
value per share outstanding.
Transitional
Small Business Disclosure Format: Yes
¨
No
x
HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES
INDEX
|
|
|
|
Page
Number
|
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
|
|
Item
1.
|
Financial
Statements
|
|
|
|
|
|
|
|
|
|
Consolidated
Balance Sheets; March 31, 2008 (unaudited) and September 30,
2007
|
3
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Operations; Three and Six Months Ended March 31, 2008
(unaudited) and 2007
|
5
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Cash Flows; Six Months Ended March 31, 2008 (unaudited)
and 2007
|
6
|
|
|
|
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
7
|
|
|
|
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis and Plan of Operation
|
13
|
|
|
|
|
|
|
|
Item
3.
|
Controls
and Procedures
|
17
|
|
|
|
|
|
PART
II
.
|
OTHER
INFORMATION
|
|
|
|
|
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use Of Proceeds
|
17
|
|
|
|
|
|
|
|
Item
6.
|
Exhibits
|
18
|
|
|
|
|
|
|
SIGNATURES
|
19
|
|
|
|
|
CERTIFICATIONS
|
|
PART
I
Financial
Information
Item
1. Financial
Statements
HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
|
March
31,
2008
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
215,006
|
|
|
$
|
6,592
|
|
|
Accounts
receivable, less allowance for doubtful accounts of $63,287 and $51,316 at
March 31,
2008 and September
30, 2007, respectively
|
|
|
1,138,124
|
|
|
|
1,000,652
|
|
|
Inventories,
net
|
|
|
2,014,606
|
|
|
|
2,554,881
|
|
|
Current
portion of Note Receivable
|
|
|
210,000
|
|
|
|
--
|
|
|
Prepaid
expenses and other current assets
|
|
|
215,510
|
|
|
|
265,633
|
|
|
Assets
Held for Sale
|
|
|
--
|
|
|
|
5,183
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
3,793,246
|
|
|
|
3,832,941
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT;
net of accumulated depreciation and amortization of $
5,923,873
and $5,883,861 at
March 31, 2008 and September 30, 2007, respectively
|
|
|
525,695
|
|
|
|
221,990
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
Receivable - non-current
|
|
|
560,000
|
|
|
|
--
|
|
|
Other
Assets
|
|
|
83,840
|
|
|
|
80,160
|
|
|
Total
other assets
|
|
|
643,840
|
|
|
|
80,160
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
4,962,781
|
|
|
$
|
4,135,091
|
|
The
accompanying notes are an integral part of the financial
statements.
HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS (continued)
|
|
|
March
31,
2008
(unaudited)
|
|
|
September
30,
2007
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
1,149,291
|
|
|
$
|
1,332,302
|
|
|
Revolving
line of credit
|
|
|
283,231
|
|
|
|
340,000
|
|
|
Deferred
revenue
|
|
|
26,283
|
|
|
|
17,691
|
|
|
Note
Payable – Itau Bank
|
|
|
78,739
|
|
|
|
16,388
|
|
|
Total
Current Liabilities
|
|
|
1,537,544
|
|
|
|
1,706,381
|
|
|
LONG
TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Note
Payable – Itau Bank
|
|
|
137,813
|
|
|
|
18,200
|
|
|
Senior
subordinated secured convertible notes due September 30,
2009,
net of unamortized discount of
$107,377 and $143,575
at
March
31, 2008 and September 30, 2007, respectively
|
|
|
3,942,473
|
|
|
|
3,906,275
|
|
|
Total
Long Term Liabilities
|
|
|
4,080,286
|
|
|
|
3,924,475
|
|
|
Total
liabilities
|
|
|
5,617,830
|
|
|
|
5,630,856
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.01 par value - 1,000,000 shares authorized;
none
issued
|
|
|
--
|
|
|
|
--
|
|
|
Common
stock, $.01 par value - 30,000,000 shares authorized;
issued
and outstanding: 15,325,281 at
March
31, 2008
and
September 30, 2007
|
|
|
153,252
|
|
|
|
153,252
|
|
|
Additional
paid-in capital
|
|
|
22,845,515
|
|
|
|
22,842,290
|
|
|
Accumulated
deficit
|
|
|
(23,552,463
|
)
|
|
|
(24,353,140
|
)
|
|
Accumulated
other comprehensive loss- currency translation loss
|
|
|
(11,716
|
)
|
|
|
(48,530
|
)
|
|
Less
treasury stock at cost; 100,000 shares at March 31, 2008 and
September 30, 2007, respectively.
|
|
|
(89,637
|
)
|
|
|
(89,637
|
)
|
|
Total
Stockholders’ Deficit
|
|
|
(655,049
|
)
|
|
|
(1,495,765
|
)
|
|
Total
Liabilities and Stockholders’ Deficit
|
|
$
|
4,962,781
|
|
|
$
|
4,135,091
|
|
The
accompanying notes are an integral part of the financial
statements.
HEMAGEN
DIAGNOSTICS, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
|
March
31,
2008
|
|
|
March
31, 2007
|
|
|
March
31,
2008
|
|
|
March
31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
$
|
1,793,465
|
|
|
$
|
1,155,242
|
|
|
$
|
3,333,311
|
|
|
$
|
2,161,788
|
|
|
Cost
of Sales
|
|
|
1,015,305
|
|
|
|
554,684
|
|
|
|
1,903,941
|
|
|
|
1,234,005
|
|
|
Gross
Profit
|
|
|
778,160
|
|
|
|
600,558
|
|
|
|
1,429,370
|
|
|
|
927,783
|
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
590,882
|
|
|
|
593,473
|
|
|
|
1,167,246
|
|
|
|
1,151,402
|
|
|
Research
and development
|
|
|
50,515
|
|
|
|
8,854
|
|
|
|
91,593
|
|
|
|
10,884
|
|
|
Total
operating expenses
|
|
|
641,397
|
|
|
|
602,327
|
|
|
|
1,258,839
|
|
|
|
1,162,286
|
|
|
Total
operating income (loss) from continuing operations
|
|
|
136,763
|
|
|
|
(1,769
|
)
|
|
|
170,531
|
|
|
|
(234,503
|
)
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense (net), including $17,626 and $16,658,
respectively
of debt discount amortization
|
|
|
(87,659
|
)
|
|
|
(98,857
|
)
|
|
|
(176,069
|
)
|
|
|
(191,777
|
)
|
|
Other
income (expense)
|
|
|
5,995
|
|
|
|
5,337
|
|
|
|
6,347
|
|
|
|
(4,275
|
)
|
|
Total
other expense
|
|
|
(81,664
|
)
|
|
|
(93,520
|
)
|
|
|
(169,722
|
)
|
|
|
(196,052
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, before income taxes, from continuing operations
|
|
|
55,099
|
|
|
|
(95,289
|
)
|
|
|
809
|
|
|
|
(430,555
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Tax expense
|
|
|
27,030
|
|
|
|
15,943
|
|
|
|
56,578
|
|
|
|
21,492
|
|
|
Net
income (loss), from continuing operations
|
|
|
28,069
|
|
|
|
(111,232
|
)
|
|
|
(55,769
|
)
|
|
|
(452,047
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(Loss), from Discontinued Operations (includes a gain
on sale of assets in the amount of $1,094,817 for the six
months
ending March 31, 2008)
|
|
|
--
|
|
|
|
(199,094
|
)
|
|
|
856,446
|
|
|
|
(218,671
|
)
|
|
Net
income (loss):
|
|
$
|
28,069
|
|
|
$
|
(310,326
|
)
|
|
$
|
800,677
|
|
|
$
|
(670,718
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments
|
|
|
13,393
|
|
|
|
15,907
|
|
|
|
36,814
|
|
|
|
10,509
|
|
|
Comprehensive
income (loss):
|
|
$
|
41,462
|
|
|
$
|
(294,419
|
)
|
|
$
|
837,491
|
|
|
$
|
(660,209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per share, from continuing operations - Basic
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
Earnings
(loss) per share, from continuing operations - Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.03
|
)
|
|
Earnings
(loss) per share, from discontinued operations - Basic
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
Earnings
(loss) per share, from discontinued operations - Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
Earnings
(loss) per share - Basic
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
Earnings
(loss) per share - Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.04
|
)
|
|
Weighed
average common shares used in calculation of earnings (loss) per share -
Basic
|
|
|
15,225,281
|
|
|
|
15,225,281
|
|
|
|
15,225,281
|
|
|
|
15,225,281
|
|
|
Weighed
average common shares used in calculation of earnings (loss) per share –
Diluted
|
|
|
15,225,281
|
|
|
|
15,225,281
|
|
|
|
15,225,281
|
|
|
|
15,225,281
|
|
HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Six
Months Ended
March
31
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
800,677
|
|
|
$
|
(670,718
|
)
|
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
28,842
|
|
|
|
19,043
|
|
|
Amortization
of debt discount
|
|
|
36,198
|
|
|
|
31,681
|
|
|
(Gain)
loss on sale of assets
|
|
|
(838,907
|
)
|
|
|
--
|
|
|
Provision
for Bad Debts
|
|
|
(21,028
|
)
|
|
|
--
|
|
|
Stock
Based Compensation
|
|
|
3,225
|
|
|
|
6,112
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(116,444
|
)
|
|
|
118,890
|
|
|
Prepaid
expenses and other current assets
|
|
|
50,123
|
|
|
|
103,274
|
|
|
Inventories
|
|
|
540,275
|
|
|
|
(49,000
|
)
|
|
Accounts
payable and accrued expenses
|
|
|
(183,011
|
)
|
|
|
285,146
|
|
|
Other
assets
|
|
|
(3,680
|
)
|
|
|
(59,445
|
)
|
|
Deferred
revenue
|
|
|
8,592
|
|
|
|
5,154
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
304,862
|
|
|
|
(209,863
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(322,843
|
)
|
|
|
(52,314
|
)
|
|
Proceeds
from sale of assets
|
|
|
4,090
|
|
|
|
--
|
|
|
Payments
Received on Notes Receivable
|
|
|
70,000
|
|
|
|
--
|
|
|
Net
cash used in investing activities
|
|
|
(248,753
|
)
|
|
|
(52,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Net
(payments) borrowings on Line of Credit
|
|
|
(56,769
|
)
|
|
|
250,000
|
|
|
Borrowings
on Notes – Itau Bank
|
|
|
181,964
|
|
|
|
--
|
|
|
Net
cash provided by financing activities
|
|
|
125,195
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects
of foreign exchange rate
|
|
|
27,110
|
|
|
|
10,960
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
208,414
|
|
|
|
(1,217
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
6,592
|
|
|
|
150,663
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of
period
|
|
$
|
215,006
|
|
|
$
|
149,446
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for
interest
|
|
$
|
164,211
|
|
|
$
|
165,325
|
|
|
|
|
The
accompanying notes are an integral part of the financial
statements.
HEMAGEN
DIAGNOSTICS, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
FOR
THE SIX MONTHS ENDED MARCH 31, 2008 and 2007
NOTE
1 – BASIS OF PRESENTATION
Hemagen
Diagnostics, Inc. (“Hemagen” or the “Company”) has prepared the
accompanying unaudited consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission instructions to Form 10-QSB and Item 310(b)
of regulation S-B. These financial statements should be read together
with the financial statements and notes in the Company’s 2007 Annual Report on
Form 10-KSB filed with the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. The accompanying financial statements reflect
all adjustments and disclosures, which, in the Company’s opinion, are necessary
for fair presentation. All such adjustments are of a normal recurring
nature. The results of operations for the interim periods are not
necessarily indicative of the results of the entire year.
The
Company sold the assets of its wholly owned Subsidiary Reagents Applications
Inc. on October 8, 2007. The results of operations for this segment
of the business are presented as discontinued operations in the accompanying
financials. Additional information can be obtained by referencing the
Form 10-KSB for the year ended September 30, 2007.
NOTE
2- RECENT ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards No.
157 (“SFAS 157”)
. In September 2006, Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standard No.
157, “Fair Value Measurements”. SFAS 157 defines fair values, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP) and expands disclosures about fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company does not expect the adoption of SFAS
157 to significantly affect its consolidated financial condition or results of
operations.
Financial Accounting Standards No
159 (“SFAS 159”). In February 2007, the FASB issued SFAS 159, “The
Fair Value Option for Financial Assets and Financial Liabilities – Including the
amendment of FASB Statement 115”
, which provides companies with an option
to measure eligible financial assets and liabilities in their entirety at fair
value. The fair value option may be applied instrument by instrument,
and may be applied only to entire instruments. If a company elects
the fair value option for an eligible item, changes in the item’s fair value
must be report as unrealized gains and losses in earnings at each subsequent
reporting date. SFAS 159 is effective for fiscal years beginning
after November 15, 2007. The Company does not expect the adoption of
SFAS 159 to significantly affect its consolidated financial condition or results
of operations.
In
December 2007, the FASB issued SFAS 141 (R), “
Business Combinations
(SFAS
141 (R))”. The standard changes the accounting for business combinations
including the measurement of acquirer shares issued in consideration for a
business combination, the recognition of contingent consideration, the
accounting for preacquisition gain and loss contingencies, the recognition of
capitalized in-process research and development, the accounting for
acquisition-related restructuring of cost accruals, the treatment of acquisition
related transaction costs and the recognition of changes in the acquirer’s
income tax valuation allowance. SFAS 141 (R) is effective for fiscal years
beginning after December 15, 2008, with early adoption prohibited. We
are currently evaluating the impact of the pending adoption of SFAS 141 (R) on
our consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, “
Noncontrolling Interests in
Consolidated Financial Statements”.
SFAS No. 160 will change the
accounting for minority interests, which will be recharacterized as
noncontrolling interests and classified by the parent company as a component of
equity. This statement is effective for fiscal years beginning on or
after December 15, 2008, with early adoption prohibited. Upon
adoption, SFAS No. 160 requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests and prospective adoption
for all other requirements. The Company is currently assessing the
impact of SFAS No. 160 on the Company’s financial statements.
In April
2008, the FASB issued Final FASB Staff Position (FSP), FAS 142-3, “
Determination of the Useful Life of
Intangible Assets
”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “
Goodwill and Other Intangible
Assets
”. This FSP shall be effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early adoption is prohibited. The Company
will ascertain its impact, if any, during the three-month period ending March
31, 2009.
NOTE
3- EARNINGS (LOSS) PER SHARE
Basic
earnings per common share are computed based upon the weighted average number of
common shares outstanding during the three and six months ended March 31, 2008
and 2007. Diluted earnings per common share is computed based on
common shares outstanding plus the effect of dilutive stock options and other
potentially dilutive common stock equivalents consisting of stock options and
convertible debentures. The dilutive effect of stock options and
other potentially dilutive common stock equivalents is determined using the
treasury stock and if-converted method based on the Company’s average stock
price for the period. Diluted net income per share does not include
the effect of the following common stock equivalents related to outstanding
convertible debentures and stock purchase options as their effect would be
antidilutive:
NOTE
3- EARNINGS (LOSS) PER SHARE - continued
|
|
|
Three
Months Ended
March
31,
|
|
|
Six
Months Ended
March
31,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
Convertible
notes
|
|
|
5,399,800
|
|
|
|
5,399,800
|
|
|
|
5,399,800
|
|
|
|
5,399,800
|
|
|
Options
to purchase common stock
|
|
|
2,314,014
|
|
|
|
2,375,014
|
|
|
|
2,314,014
|
|
|
|
2,375,014
|
|
|
Total
antidilutive instruments
|
|
|
7,713,814
|
|
|
|
7,774,814
|
|
|
|
7,713,814
|
|
|
|
7,774,814
|
|
The
weighted average common shares for all basic and diluted earnings (loss) per
share calculations are 15,225,280 for the three and six month periods ended
March 31, 2008 and 2007. Net income available to common stockholders
for basic and diluted earnings per share calculations was $ 28,069 and $800,677
for the three and six month periods ended March 31, 2008, respectively. Net
(loss) available to common shareholders for basic and diluted earnings per share
calculations was $(310,326) and $(670,718) for the three and six month periods
ended March 31, 2007, respectively.
NOTE
4 – STOCK BASED COMPENSATION
The
following table summarizes the Company’s stock option activity for the six
months ended March 31, 2008:
|
|
|
Shares
|
|
|
Weighted
average exercise price
|
|
|
Weighted
average
life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
outstanding – October 1, 2007
|
|
|
2,289,514
|
|
|
$
|
1.11
|
|
|
|
2.39
|
|
|
Granted
|
|
|
97,000
|
|
|
|
0.19
|
|
|
|
4.81
|
|
|
Exercised
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
Forfeited,
cancelled or expired
|
|
|
(72,500
|
)
|
|
|
0.24
|
|
|
|
3.41
|
|
|
Options
outstanding – March 31, 2008
|
|
|
2,314,014
|
|
|
$
|
1.10
|
|
|
|
2.46
|
|
|
Options
exercisable – March 31, 2008
|
|
|
2,132,014
|
|
|
$
|
1.17
|
|
|
|
2.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE
4 – STOCK BASED COMPENSATION - continued
Under
SFAS No. 123R, “Share-Based Payment” we use the Black-Scholes option pricing
model to determine the fair value of our awards on the date of grant. The fair
value of each option award is estimated on the date of grant using a
Black-Scholes option-pricing formula that uses the assumptions noted in the
table and discussion that follows:
|
|
|
Three
and Six Months Ended
March
31,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Dividend
yield
|
|
|
--
|
|
|
|
--
|
|
|
Expected
volatility
|
|
|
87.4
|
%
|
|
|
82
|
%
|
|
Risk-free
interest rate
|
|
|
4
|
%
|
|
|
4
|
%
|
|
Expected
life in years
|
|
|
10
|
|
|
|
10
|
|
We have
elected to incur stock-based compensation expense over the requisite service
period. We have estimated forfeitures and incur expense on shares we
expect to vest.
As of
March 31, 2008, there was $26,414 of unrecognized compensation cost related to
share-based compensation arrangements that we expect to vest. This cost will be
fully incurred within 5 years. The options both issued and
exercisable as of March 31, 2008 have no intrinsic value. All options granted
have the same exercise price as the stock price on the date the options were
granted.
NOTE
5 - INVENTORIES
Inventories
at March 31, 2008 and September 30, 2007 consist of the following:
|
|
|
March
31,
2008
|
|
|
September
30,
2007
|
|
|
|
|
|
|
|
|
|
|
Raw
Materials
|
|
$
|
1,430,351
|
|
|
$
|
1,510,204
|
|
|
Work-in-process
|
|
|
196,812
|
|
|
|
163,218
|
|
|
Finished
goods
|
|
|
998,560
|
|
|
|
1,481,295
|
|
|
|
|
|
2,625,723
|
|
|
|
3,154,717
|
|
|
Less
reserves
|
|
|
(611,117
|
)
|
|
|
(599,836
|
)
|
|
Inventories,
net
|
|
$
|
2,014,606
|
|
|
$
|
2,554,881
|
|
NOTE
6 - LINE OF CREDIT
The
Company has a revolving line of credit with a bank for the purpose of financing
working capital needs as required. The line of credit facility
provides for borrowings up to $500,000 at an interest rate of Prime Rate plus
.75% and expires March 31, 2009. Maximum borrowings under the
loan are based on the domestic receivables and inventory of the
Company. The line of credit facility has a first lien on all assets
of the Company. As of March 31, 2008, the outstanding balance on the
line of credit was
$283,231
and had an effective interest rate of 5.25%.
As of March 31, 2008 the
Company was in compliance with its debt covanants.
NOTE
7 – SENIOR SUBORDINATED SECURED CONVERTIBLE NOTES
The Notes
pay interest quarterly at an annual rate of 8%, are convertible at the option of
the holder at $0.75 per share into shares of the Company’s common stock and
mature September 30, 2009. The Notes are secured by a first lien on
all real, tangible and intangible property except that the terms of the Notes
provide that the following are subordinated to the security for the Notes: real
estate financing obtained for a corporate headquarters subject to limitation;
and up to $4.0 million for financing related to strategic
acquisitions. The Company has the right to require conversion of the
Notes if the Company’s common stock has traded at or above $1.25 per share for a
consecutive twenty-day trading period. The Company may also prepay
the Notes at their full face amount plus any accrued and unpaid interest. At
March 31, 2008 and September 30, 2007, the unamortized discount of these notes
was $107,377 and $143,575, respectively.
NOTE
8 – GEOGRAPHICAL INFORMATION
The
Company considers its manufactured kits, tests and instruments as one operating
segment, as defined under Statement of Financial Accounting Standards No. 131
“Disclosures about Segments of an Enterprise and Related
Information.”
The
following table sets forth revenue for the periods reported, from continuing
operations, and assets by geographic location for the six months ended March 31,
2008 and 2007.
|
|
|
United*
States
|
|
|
Brazil
|
|
|
Consolidated
|
|
|
March
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
2,254,242
|
|
|
|
1,079,069
|
|
|
|
3,333,311
|
|
|
Long-lived
assets
|
|
|
734,044
|
|
|
|
435,491
|
|
|
|
1,169,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,540,768
|
|
|
|
621,020
|
|
|
|
2,161,788
|
|
|
Long-lived
assets
|
|
|
199,686
|
|
|
|
98,670
|
|
|
|
298,356
|
|
*
Includes export sales to countries other than Brazil.
NOTE
9 – NOTE RECEIVABLE
The
Company received an $840,000 Note during the period ending December 31, 2007
related to the sale of assets of the Company’s wholly owned subsidiary Reagents
Applications Inc. The Note is payable in forty-eight monthly
installments of principal of $17,500 plus accrued interest at the rate of 8%
beginning on December 31, 2007. For the six months ending March 31, 2008, the
Company has received $70,000 of payments against the Note.
NOTE
10 – DISCONTINUED OPERATIONS
On
October 8, 2007, the Company sold the assets of its wholly owned subsidiary
Reagents Applications, Inc. The results of operations for this
division have been presented as discontinued operations in the accompanying
financial statements for the periods ending March 31, 2008 and
2007.
Results
from discontinued operations, net of income tax, for the three and six month
periods ending March 31, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
March
31,
2008
|
|
|
March
31,
2007
|
|
|
March
31,
2008
|
|
|
March
31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
154,079
|
|
|
$
|
539,700
|
|
|
$
|
371,240
|
|
|
$
|
921,439
|
|
|
Costs
of sales
|
|
|
154,079
|
|
|
|
597,517
|
|
|
|
410,967
|
|
|
|
871,675
|
|
|
Gross
Profit
|
|
|
--
|
|
|
|
(57,817
|
)
|
|
|
(39,727
|
)
|
|
|
49,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
--
|
|
|
|
57,992
|
|
|
|
196,936
|
|
|
|
121,236
|
|
|
Research
and development
|
|
|
--
|
|
|
|
83,284
|
|
|
|
1,708
|
|
|
|
147,198
|
|
|
Total
operating costs and expenses
|
|
|
--
|
|
|
|
141,276
|
|
|
|
198,644
|
|
|
|
268,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
--
|
|
|
|
(199,093
|
)
|
|
|
(238,371
|
)
|
|
|
(218,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (expense)
|
|
|
--
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
(1
|
)
|
|
Gain
on Sale of Assets
|
|
|
--
|
|
|
|
--
|
|
|
|
1,094,817
|
|
|
|
--
|
|
|
Total
other income (expense)
|
|
|
--
|
|
|
|
(1
|
)
|
|
|
1,094,817
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) before income taxes
|
|
|
--
|
|
|
|
(199,094
|
)
|
|
|
856,446
|
|
|
|
(218,671
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Tax
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) from discontinued operations
|
|
|
--
|
|
|
|
(199,094
|
)
|
|
|
856,446
|
|
|
|
(218,671
|
)
|
According
to an inventory agreement pursuant the sale of Raichem, inventory is being sold
to the purchaser at cost. In addition, the Company recorded a reserve
of $ 60,000 to cover obsolete inventory during the quarter ending December 31,
2007. The Company also accrued $190,000 to cover additional expenses
that are expected to be incurred as a result of the sale and the shutdown of the
San Diego facility. This accrual was also recorded during the quarter
ended December 31, 2007. The Company still has obligations for the
San Diego facility under the current lease until May 31, 2008.
As of
March 31, 2008 the Company had approximately $25,000 of accounts receivable
remaining from the Raichem operation which has a reserve equal to the entire
balance.
In
addition, the Company has the following inventory consisting of Raichem
products which is being sold pursuant to the inventory purchase
agreement.
NOTE
10 – DISCONTINUED OPERATIONS – continued
|
|
|
March
31,
2008
|
|
|
Raw
Materials
|
|
$
|
209,849
|
|
|
Work-in-process
|
|
|
1,903
|
|
|
Finished
goods
|
|
|
219,591
|
|
|
|
|
|
431,343
|
|
|
Less
reserves
|
|
|
(108,451
|
)
|
|
Inventories,
net
|
|
$
|
322,892
|
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation.
Certain
statements in this report that are not historical facts constitute
forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, and are intended to be covered by the safe
harbors created by that Act. Reliance should not be placed on forward-looking
statements because they involve unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to differ materially
from those expressed or implied. Any forward-looking statement speaks only as of
the date made. The Company undertakes no obligation to update any
forward-looking statements to reflect events or circumstances after the date on
which they are made.
Forward-looking
statements may be identified by words such as “estimates”, “anticipates”,
“projects”, “plans”, “expects”, “intends”, “believes”, “should”, and similar
expressions and the negative versions thereof and by the context in which they
are used. Statements concerning the establishments of reserves and
adjustments for dated and obsolete products, expected financial performance,
on-going business strategies and possible future action which Hemagen intends to
pursue to achieve strategic objectives constitute forward-looking
information. The sufficiency of such charges, implementation of
strategies and the achievement of financial performance are each subject to
numerous conditions, uncertainties and risk factors. Factors which
could cause actual performance to differ materially from these forward-looking
statements, include, without limitation, management’s analysis of Hemagen’s
assets, liabilities and operations, the failure to sell date–sensitive inventory
prior to its expiration, competition, new product development by competitors
which could render particular products obsolete, the inability to develop or
acquire and successfully introduce new products or improvements of existing
products, costs and difficulties in complying with laws and regulations
administered by the U.S. Food and Drug Administration and the ability to
assimilate successfully product acquisitions.
Overview
Hemagen
Diagnostics, Inc., is a biotechnology company that develops, manufactures, and
markets approximately 68 FDA-cleared proprietary medical diagnostic test
kits. Hemagen has two different product lines. The Virgo®
product line of diagnostic test kits is used to aid in the diagnosis of certain
autoimmune and infectious diseases, using ELISA, Immunoflourescence, and
hemagglutination technology. The Analyst® product line is an
FDA-cleared clinical
chemistry analyzer system,
including consumables, that is used to measure important constituents in human
and animal blood. The Company sells its products both directly and through
distributors to reference labs, physicians, veterinarians, clinical laboratories
and blood banks. The Company also sells its products on a private-label basis
through multinational distributors. The Company was incorporated in 1985 and
became a public company in 1993.
Hemagen’s
principal office is located at 9033 Red Branch Road, Columbia, Maryland 21045
and the telephone number is (443) 367-5500. Hemagen maintains a
website at
www.hemagen.com
. Investors
can obtain copies of our filings with the Securities and Exchange Commission
from this site free of charge as well as from the Securities and Exchange
Commission website at www.sec.gov.
Critical
Accounting Policies
We have
identified certain accounting policies as critical to our business operations
and the understanding of our results of operations. The impact and
any associated risks related to the identified critical accounting policies on
our business operations are discussed in our Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2007 filed with the Securities and Exchange
Commission.
Results of
Operations
The
Three Month Period Ended March 31, 2008
Compared
to the Three Month Period Ended March 31, 2007
Revenues
from continuing operations for the three-month period ended March 31, 2008
increased by approximately $638,000 (55%) to approximately $1,793,000 from
approximately $1,155,000 for the same period ended March 31,
2007. The increase in revenues is attributable to an increase in
sales volume of $360,000 in the Analyst line, of which approximately $300,000 is
directly related to the sale of the new equipment during the second quarter
accompanied with an increase in rotor sales. The increase in sales in the Virgo
line by $217,000 is the result of increased sales due to the placement of
equipment in several large labs. The Company expects to see a continued growth
in revenues as a result of this initiative.
Cost of
product sales from continuing operations increased approximately $460,000 (83%)
to approximately $1,015,000 from approximately $555,000 for the same period last
year. Cost of product sales as a percentage of sales increased to 57%
from 48% from the same period last year. This increase in cost of sales as a
percentage of sales is attributed to higher costs related to the equipment sales
with lower margins. Special incentives are in place for customers who
purchase the new Analyst® instrument which reduce margin in the short
term. Revenues from these incentives have been deferred until the
shipment date.
Research
and development expenses from continuing operations increased by
approximately
$42,000
(467%) to approximately $51,000 from approximately $9,000 in
2007. This increase was caused by the reclassification of an
employee.
The
Company is currently working to complete several research and development
programs including:
|
·
|
Activities
related to upgrading the Analyst instrument and product offerings such as
evaluating and developing complimentary products for Hemagen’s Analyst
product line to distribute to the veterinary market and alternative tests
utilizing the Analysts’ rotor
technology;
|
|
·
|
Developing
new ELISA kits and enhancing existing ELISA kits;
and
|
|
·
|
Developing
and enhancing IFA kits.
|
Selling,
general and administrative expenses from continuing operations decreased by
approximately $2,000 (3%) for the quarter ended March 31, 2008 to approximately
$591,000 from approximately
$593,000
in the previous period. The expenses for SG&A remained relatively constant
during these periods. The Company expects to see a reduction of
expenses in this area during the third quarter, due primarily to the decrease in
the insurance liability costs effective with the renewal in March
2008.
Total
other expenses for the three months ending March 31, 2008 decreased
approximately $12,000 to approximately $82,000 from approximately $94,000 from
the period ending March 31, 2007. This decrease in net other expense
is attributed to an increase in interest income from the note receivable and a
slight decrease in interest expense on the line of credit. The
reduction in the Prime Rate is a contributing factor to this interest expense
reduction.
Income
tax expense for the quarter ended March 31, 2008 was approximately $27,000 as
compared to approximately $16,000 for the quarter ended March 31,
2007. This tax expense resulted from income realized at the Company’s
Brazilian subsidiary. The income before tax for the Company’s
Brazilian subsidiary for the period ending March 31, 2008 was approximately
$64,000 compared to net income before tax of approximately $114,000 for the
prior year. The Brazilian income tax is calculated at an effective rate of
approximately 22% which includes the fact that there are net loss carry forwards
being utilized from prior periods.
Net
income for the period increased by approximately $338,000 for the three months
ended March 31, 2008 to net income of $28,000 compared to a net loss of
approximately $310,000 in the same quarter of the prior year. Included in the
quarter ending March 31, 2007 was a net loss on discontinued operations in the
amount of $199,000 which was nonexistent in the current year quarter. Costs
related to the shutdown of the San Diego facility were accrued in October
2007. All remaining inventory is being sold at cost, in accordance
with the inventory purchase agreement with the buyer, so there is no margin
being reflected in the current quarter numbers. The remaining increase is a
direct result of the higher sales revenues during the current
quarter.
The
Six Month Period Ended March 31, 2008
Compared
to the Six Month Period Ended March 31, 2007
Revenues
from continuing operations for the six month period ended March 31, 2008
increased by approximately $1,171,000 (54%) to approximately $3,333,000 from
$2,162,000 for the same period ended March 31, 2007. The increase in
revenues is attributable to an increase in sales volume of $701,000 (80%) in the
Analyst line, of which approximately $667,000 is directly related to the sale of
the new equipment during the year along with an approximately $46,000 increase
in rotor sales, offset by a decrease in sales in the Endocheck product line of
approximately $26,000. Sales increased in the Virgo product line by
approximately $464,000 (38%), driven primarily by increased sales due to the
placement of instruments in several the large labs. The Company expects to see
continued growth in revenues as a result of this initiative.
Cost of
product sales from continuing operations increased approximately $670,000 (54%)
to approximately $1,904,000 from approximately $1,234,000 for the same period
last year. Cost of product sales as a percentage of sales remained
consistent at approximately 57% for both periods ending March 31, 2008 and 2007.
Although the Company had seen a reduction of manufacturing payroll related costs
and benefits, this has been offset by an increase in the cost of goods related
to the Analyst ® equipment purchases sold at lower margins.
Research
and development expenses from continuing operations increased $ 81,000 (772%) to
approximately 92,000 from $11,000 in 2007. This increase was caused
by the reclassification of an employee.
Selling,
general and administrative expenses from continuing operations increased by
approximately $16,000 (1%) for the six months ended March 31, 2008 to
approximately $1,167,000 from approximately $1,151,000 in the previous
period.
Total
other expenses for the six months ending March 31, 2008 decreased approximately
$26,000 to approximately $170,000 from approximately $196,000 from the six month
period ending March 31, 2007. This decrease in net other expense is
attributed to an increase in interest income from the note receivable and a
decrease in interest expense on the line of credit due to the reduction of the
borrowing rate based on the Prime Rate.
Income
tax expense for the six months ended March 31, 2008 was approximately $57,000 as
compared to $21,000 for the six months ended March 31, 2007. This tax
expense resulted from income realized at the Company’s Brazilian
subsidiary. The income before tax for the Company’s Brazilian
subsidiary for the six month period ending March 31, 2008 was $259,000 compared
to a net income before tax of $88,000 for the prior year. The Brazilian income
tax is calculated at an effective rate of approximately 22% which includes the
fact we are utilizing some net loss carry forwards from prior
periods.
Net
income increased by approximately $1,472,000 for the six months ended March 31,
2008 to net income of approximately $801,000 compared to a net loss of
approximately $671,000 in six month period ending March 31, 2007. Included in
the six months ending March 31, 2008 was net income from discontinued operations
in the amount of approximately $856,000. The remaining increase in net income
was generated by the increase in sales and margin from continuing
operations.
Liquidity
and Capital Resources
At March
31 2008, Hemagen had $215,000 of cash, and working capital of
$2,285,000. At September 30, 2007, the Company had $6,592 of cash and
working capital of $2,126,560.
Hemagen
currently has a revolving line of credit with a bank for the purpose of
financing working capital needs as required. This line of credit renewed
on March 31, 2008 and matures on March 31, 2009. The line of credit
facility currently provides for borrowings up to $500,000, at an annual interest
rate of the Prime plus .75%. At March 31, 2008 the effective interest
rate was 5.25%. At March 31, 2008, and April 29, 2008,
the Company had $283,231 and $323,231 respectively borrowed on its line of
credit facility.
The
Company believes that cash flow from operations, cash on hand at March 31, 2008,
and the availability of the line of credit will be sufficient to finance its
operations for fiscal 2008. However, the Company can give no
assurances that it will have sufficient cash flow to finance its
operations. The Company has no off-balance sheet financing
arrangements.
In 2004,
the Company issued $4,033,225 principal amount of Senior Subordinated Secured
Convertible Notes due September 30, 2009 and 5,079,438 shares of common stock in
exchange for $6,065,000 principal amount of its Senior Subordinated Secured
Convertible Notes due April 17,
2005. The
new Notes issued are convertible into Common Stock at $0.75 per share. The new
Notes carry an effective interest rate of 8% and mature September 30,
2009.
Net cash
provided by operating activities during the six months ended March 31, 2008 was
approximately $305,000 compared to cash used of approximately $210,000 during
the six months ended March 31, 2007. The increase in cash provided by
operations is the result of increased margins of approximately $442,000 and
lower expenses due to the sale of Raichem, offset by an increase in accounts
receivable of approximately $ 116,000, a reduction of inventory resulting
primarily from the sale of inventory held in the San Diego facility, along with
the reduction in payables of approximately $183,000.
Approximately
$249,000 of cash was used in investing activities during the six months ended
March 31, 2008 as compared to $52,000 of cash used for investing activities
during the six months ended March 31, 2007. The cash used in 2008 in
the amount of $323,000 was for the purchase of lab equipment and computers for
the Brazilian subsidiary, manufacturing equipment, and trade show
equipment.
In
accordance with the terms on the Note with the purchaser of Raichem, the Company
received payments in the amount of $70,000 for the six months ended March 31,
2008 against the Note receivable.
Cash
provided by financing activities was $125,000 in the six months ending March 31,
2008, compared to $250,000 for the six months ending March 31,
2007. During the year the Company’s Brazilian subsidiary secured
financing in the amount $211,000 to purchase lab equipment for use with our
products.
Item
3. Controls and Procedures.
The
Company’s Chief Executive Officer, William P. Hales and Principal Financial
Officer, Catherine Davidson have evaluated the effectiveness of the design and
operation of the Company’s disclosure controls and procedures as of March 31,
2008. Based upon this evaluation, Mr. Hales believes that the Company’s
disclosure controls and procedures were effective as of March 31, 2008 except
for the matters described below.
Management
is aware that there is a lack of segregation of duties due to the small number
of employees within the financial and administrative functions of the Company.
As a result of the limitations of the resources and segregation of duties,
Stegman and Company, the Company’s current auditor, has informed the company
that these limitations represent a material weakness in internal controls.
Management will continue to evaluate this segregation of duties issue. In
addition, management is aware that many of the
internal
controls that are in place at the Company are undocumented. The Company is
currently working to appropriately document these internal
controls.
There has
been no change in the Company’s internal control over financial reporting
identified in connection with the evaluation of internal controls that occurred
during the last fiscal quarter that has materially affected, or is reasonably
likely to affect, Hemagen’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
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|
Item
2.
Unregistered Sales of Equity
Securities and Use of
Proceeds.
|
|
Period
|
|
Total
Number of Shares Purchased
|
|
|
(b)
Average
Price
Paid per Share
|
|
|
(c)
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs(1)
|
|
|
(d)
Maximum
Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased
Under the Plans or Programs (2)
|
|
|
January
1-31, 2008
|
|
|
3,375
|
|
|
$
|
0.19
|
|
|
|
3,375
|
|
|
|
-
|
|
|
February
1-29, 2008
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
-
|
|
|
March
1-31, 2008
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
-
|
|
|
Total
|
|
|
3,375
|
|
|
$
|
0.19
|
|
|
|
3,375
|
|
|
|
-
|
|
|
|
(1)
|
Represents
shares of Company’s Common Stock purchased pursuant to the Company’s
Employee Stock Ownership Plan (ESOP) that was established October 1, 2003
with no expiration. The purpose of the plan is not to
repurchase, but rather it is an employee benefit
plan.
|
|
|
(2)
|
There
is no maximum number of shares that may be purchased under the Company’s
Employee Stock Ownership Plan.
|
Item
6. Exhibits.
(a) Exhibits
|
Exhibit
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
Exhibit
31.2
|
Certification
of Principal Financial Officer pursuant to Rule
13a-14(a)
|
|
|
|
|
Exhibit
32.1
|
Certification
of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code
|
|
|
|
|
Exhibit
32.2
|
Certification
of Principal Financial Officer pursuant to Section 1350 of Chapter 63 of
Title 18 of the United States
Code
|
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 of the undersigned thereunto duly
authorized.
|
|
Hemagen Diagnostics,
Inc.
(Registrant)
|
|
|
|
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|
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May
14, 2008
|
By:
|
/s/William
P. Hales
|
|
|
|
|
William
P. Hales
|
|
|
|
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Preisdent
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
May
14, 2008
|
By:
|
/s/Catherine
M. Davidson
|
|
|
|
|
Catherine
M. Davidson
|
|
|
|
|
Principal
Financial Officer
|
|
|
|
|
|
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20
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