Edgar Filing: HEMACARE CORP /CA/

eps3363.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

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)

California		95-3280412
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15350 Sherman Way, Suite 350 Van Nuys, California		91406
(Address of principal executive offices)		(Zip Code)

(818) 226-1968

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer ¨

Smaller reporting company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 7, 2008, 9,886,954 shares of Common Stock of the registrant were issued and outstanding.

EXPLANATORY NOTE

HemaCare Corporation is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended September 30, 2008 (the “Report”) to revise the information provided under Part II, Item 4, “Controls and Procedures”. The only items filed herewith are Item 4, the signature page and the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. With the exception of the foregoing, the information in this Form 10-Q/A is as of the filing date of the Report, and no other information in the Report has been supplemented, updated or amended.

Item 4 Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company, with the participation of the Company's management, carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). At the conclusion of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end December 31, 2007, the Company's disclosure controls and procedures are ineffective to provide reasonable assurance that information required to be disclosed in this report is:

Recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms; and

Accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure.

Management is not aware any specific control weakness that resulted in a material misstatement in the Company’s financial statements, and management does not believe any of its financial statements contain any material misstatements.

(b) Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer and the Chief Financial Officer and implemented by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The Company’s internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements.

The Company’s management, including the Chief Executive Officer, does not expect that the Company’s disclosure controls and procedures, or the Company’s internal controls over financial reporting, will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, the Company’s internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the Company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a misstatement of the Company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company's internal control over financial reporting for 2007. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The evaluation began with the identification and review of its company-level controls including the control environment, risk assessment process, monitoring results of operations and period-end financial reporting processes. Additionally, the evaluation included a complete risk assessment of all the Company’s business processes and financial statement account categories based on the following weighted risk categories:

Potential impact on the accuracy of the financial statements (30%)

Nature and complexity (20%)

Degree of subjectivity (20%)

Potential for fraud (20%)

Previously identified errors (10%)

Each financial statement account category was assigned a risk score of 1, 2 or 3, based on if an error might have no material impact on either the balance sheet or income statement, might have a material impact on either the balance sheet or income statement, or might have a material impact on both the balance sheet and income statement. A calculation was then performed for each financial statement account category to weight the score for each risk category. At the conclusion of this analysis, management identified those financial statement account categories that were perceived to be either high risk, medium risk or low risk for material error. Those categorized as high risk were selected for further evaluation of the related internal control structure.

The Company’s management, with the assistance of outside consultants, performed an evaluation of all of the internal controls related to the high and medium risk account categories including a review of the related business processes, review of related Company policies, interviews with key personnel and, where applicable, an assessment of related information technology controls. Management then designed and executed a testing plan to determine if any of these significant controls were effective or ineffective. In addition, management evaluated the Company’s information technology general controls and automated application controls, including the design and execution of a testing plan to determine if these controls were effective.

As a result of this evaluation, the Company identified the following material internal control weaknesses over financial reporting: (a) the Company failed to institute all elements of an effective program to help prevent and detect fraud by Company employees; (b) the Company did not maintain adequate segregation of duties for staff members responsible for recording revenue; and (c) the Company failed to provide adequate controls over the use of spreadsheets used to record certain accounting entries and used to produce the Company’s financial statements.

Therefore, the Chief Executive Officer and the Chief Financial Officer of the Company concluded that, as of the end of December 31, 2007, the Company's internal control over financial reporting was ineffective.

Management does not believe any of its financial statements contain a material error as a result of any material weakness in internal controls.

Once management identified the specific internal controls that were deficient, management engaged in, and will continue to engage in, remediation efforts to address the material weakness in its internal control over financial reporting. Specific actions which have been or will be taken are outlined below:

The Company has:

developed a list of identified control weaknesses;

developed action plans to correct each identified weakness;

held meetings to discuss the allocation of resources and timelines to complete each action plan;

instituted other mitigating controls over revenue recognition and over the use of spreadsheets to enhance the control environment pertaining to these areas of material weakness; and

evaluated and standardized SOX testing and controls.

The Company will assess the need to take additional actions including, but not limited, to the following:

evaluate accounting and control systems to identify opportunities for enhanced controls;

recruit and hire additional staff to provide greater segregation of duty;

evaluate the need for other employee changes;

expand executive management's ongoing communications regarding the importance of adherence to internal controls and company policies;

implement an internal auditing function at HemaCare and its subsidiaries; and

evaluate such other actions as the Company’s advisors may recommend.

(d) Changes in Internal Control Over Financial Reporting

Other than the remedial actions discussed in the preceding section (c), there was no change in the Company's internal control over financial reporting known to the Chief Executive Officer or the Chief Financial Officer, that occurred during the Company’s fiscal quarter ended September 30, 2008 that has materially impacted, or is reasonably likely to materially impact, the Company’s internal control over financial reporting.

Item 6.

Exhibits

a. Exhibits

	3.1		Restated Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to Form 10-K of the Registrant for the year ended December 31, 2002.

	3.2		Amended and Restated Bylaws of the Registrant, as amended, incorporated by reference to Exhibit 3.1 to Form 8-K of the Registrant filed on March 28, 2007.

	10.1		Settlement Agreement and Mutual Release entered into as of August 26, 2008, between HemaCare Corporation and Joseph Mauro and Valentin Adia, incorporated by reference to Exhibit 99.1 to Form 8-K of the Registrant filed on September 5, 2008.

	11		Net Income per Common and Common Equivalent Share, incorporated by reference to Exhibit 11 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	31.1		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange Act, incorporated by reference to Exhibit 31.1 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	31.1.1		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange Act.

	31.2		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange Act, incorporated by reference to Exhibit 31.2 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	31.2.1		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange.

	32.1		Certification Pursuant to 18 U.S.C. 1350 and Rule 13a-14(b) Under the Securities Exchange Act of 1934, incorporated by reference to Exhibit 31.2 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	32.1.1		Certification Pursuant to 18 U.S.C. 1350 and Rule 13a-14(b) Under the Securities Exchange Act of 1934.

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	April 3, 2009	Hemacare Corporation
		(Registrant)


		By:	/s/ John Doumitt
			John Doumitt, Chief Executive Officer


		By:	/s/ Robert S. Chilton
			Robert S. Chilton, Chief Financial Officer

EXHIBIT INDEX

	3.1		Restated Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to Form 10-K of the Registrant for the year ended December 31, 2002.

	3.2		Amended and Restated Bylaws of the Registrant, as amended, incorporated by reference to Exhibit 3.1 to Form 8-K of the Registrant filed on March 28, 2007.

	10.1		Settlement Agreement and Mutual Release entered into as of August 26, 2008, between HemaCare Corporation and Joseph Mauro and Valentin Adia, incorporated by reference to Exhibit 99.1 to Form 8-K of the Registrant filed on September 5, 2008.

	11		Net Income per Common and Common Equivalent Share, incorporated by reference to Exhibit 11 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	31.1		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange Act, incorporated by reference to Exhibit 31.1 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	31.1.1		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange Act.

	31.2		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange Act, incorporated by reference to Exhibit 31.2 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	31.2.1		Certification Pursuant to Rule 13a-14(a) Under the Securities Exchange.

	32.1		Certification Pursuant to 18 U.S.C. 1350 and Rule 13a-14(b) Under the Securities Exchange Act of 1934, incorporated by reference to Exhibit 31.2 to Form 10-Q of the Registrant for the quarter ended September 30, 2008.

	32.1.1		Certification Pursuant to 18 U.S.C. 1350 and Rule 13a-14(b) Under the Securities Exchange Act of 1934.