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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee Required)
For fiscal year ended December 31, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
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)
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Registrant's telephone number, including area code: (818) 986-3883
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(without par value)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [X]
As of March 25, 1996, 5,929,285 shares of Common Stock of the Registrant were
issued and outstanding. The aggregate market value of the Common Stock held
by non-affiliates of the Registrant on that date (based upon the average of
the closing bid and asked prices of the Common Stock as reported on NASDAQ)
was approximately $17,058,704.
Portions of the Registrant's definitive Proxy Statement for its June 5, 1996
Annual Meeting of Shareholders (which has not been filed as of the date of
this filing) are incorporated by reference into Part III.
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal
year ended December 31, 1995 on Form 10-K as set forth in the pages attached
hereto:
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations to include updated disclosures
concerning the effect on revenues of certain pricing practices
engaged in by the American Red Cross being challenged by the
Registrant in legal proceedings.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEMACARE CORPORATION
Dated: April 12, 1996 By: /s/ Sharon C. Kaiser
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Sharon C. Kaiser
Vice President, Finance and
Chief Financial Officer
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
All comparisons within the following discussions are to the previous year.
Revenues - Continuing Operations
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Total revenues for 1995 approximated the 1994 amount, while 1994 revenues
decreased approximately 6% ($709,000) from the 1993 amount. A decrease in
1995 blood service revenues was approximately offset by an increase in blood
products revenues. The 1995 change in therapeutics revenues reflects a
continuing downward trend in demand. Both blood products and blood services
revenues decreased in 1994. In 1995 and 1994, the Company's businesses were
negatively impacted by the slow recovery of the southern California economy,
which continued to lag behind the nation as a whole, and pressures imposed
by third-party payors to reduce health care utilization, including certain
specialized treatments for which the Company provides blood products or
services. In addition, the Company lost several major platelet customers in
1994, one of which was closed most of the year because of damage from the
January earthquake and others which developed in-house blood donation
facilities.
Blood Products
Blood products (apheresis platelet and component) revenues increased 2%
($135,000) in 1995 and decreased 7% ($489,000) in 1994. The 1995 revenue
increase was due to a 3% ($141,000) increase in platelet revenues resulting
from a 1% increase in the number of units sold and a 2% increase in the
price per unit. In 1994, platelet revenues decreased 18% ($926,000) as a
result of a 19% decrease in units sold and an offsetting 2% overall increase
in the price per unit. Revenues from sales of component products distributed
by the Company were flat in 1995 and increased 16% ($355,000) in 1994, as a
result of a 9% increase in units sold and a 7% increase in the price per unit.
Both 1995 and 1994 revenues were materially adversely affected by pricing
practices employed by the Los Angeles Region Blood Service of the American
Red Cross ("ARC"), which the Company has alleged violate antitrust laws. ARC
provides preferred pricing and other considerations to its customers who
purchase at least 90% of their requirements for each type of blood product
from ARC, regardless of volume. As a result, ARC customers may be compelled
to purchase certain blood products from ARC at higher prices than those
offered by the Company. In December 1995, the Company filed an antitrust and
unfair competition against ARC with the United States District Court in the
Central District of California to recover damages and secure injunctive
relief.
In 1995, the decrease in blood products revenues due to the ARC pricing
practices were offset by increased sales to existing customers with increased
needs and the addition of new apheresis and component customers. The decrease
in platelet sales in 1994 also reflects the loss of: 1) a significant
hospital customer because of damage from the January 1994 earthquake and
2)major customers who developed in-house platelet manufacturing programs,
reducing their demand for the Company's products. The Company added new
customers in 1994 which offset some of the reductions described above.
Management believes that the future growth of platelet product sales will be
modest in the southern California market, and although it expects demand for
component products to increase, sales of distributed component products may
also be flat because the Company may not be able to obtain purchased products
for its customers at an attractive price because of the overall blood
shortage in the U.S. Sales of Company-manufactured component products are
expected to increase as donation's at the USC Blood Center and Gateway
increase.
Blood Services
Blood Services revenue decreased 5% ($200,000) in 1995 and 5% ($220,000) in
1994. Los Angeles therapeutics revenues declined 4% ($154,000) in 1995 and
remained relatively stable for 1994. In 1995, the number of therapeutic
procedures performed in the Los Angeles area decreased by 6%, while the price
per procedure increased slightly. The number of 1994 Los Angeles
therapeutics procedures and the related revenue approximated the 1993 amounts.
The choice of therapeutic apheresis rather than an alternative treatment for
a particular diagnosis often depends on general acceptance by the medical
community and the willingness of third-party payors to reimburse hospitals
for the cost of this treatment. In addition, other changes in medical
practices can affect the usage of therapeutic apheresis technology. An
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increase in the use of high dosage radiation, chemotherapy and stem cell
therapy to treat certain cancers has resulted in an increase in the number
of stem cell collection procedures performed by the Company. However,
because of the large market share of the therapeutics business in southern
California enjoyed by HemaCare, management expects that unless there are
additional medical applications approved for therapeutics or other
significant changes in market factors, future therapeutics revenues will
remain flat or decline in southern California.
Therapeutics revenues from the northern Georgia operation decreased 17%
($54,000) in 1995 and 27% ($121,000) in 1994. The decrease in revenues is
a result of 34% and 20% declines in the number of procedures performed in
1995 and 1994, respectively. The decrease in 1995 revenues was partially
offset by an increase in the revenue per procedure of 26%, while revenue per
procedure declined by 13% in 1994.
Gross Profit - Continuing Operations
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Gross profit as a percentage of revenue decreased to 25% in 1995 from 27% in
1994 and 29% in 1993. The decrease in the 1995 gross profit margin is due to
the operating losses associated with starting up the USC Blood Center and
Gateway projects. In 1994, the gross profit margin remained relatively
stable, despite the negative impact of expenses associated with start up of
the new stem cell business which incurred $250,000 in operating losses.
Expansion Operations
The USC Blood Center and Gateway commenced operations in February 1996 and
December 1995, respectively. Operating losses associated with the start up
of these new operations reduced the Company's 1995 overall gross profit margin
by 2%. (See "Liquidity and Capital Resources")
Blood Products
The gross profit margin on platelets decreased in 1995 and 1994, while the
gross profit margin on component products increased in both years.
The 1995 decrease in platelet profit margin was due to higher disposables
costs and an increase in the number of distributed platelets sold. The
Company's profit margin on purchased and distributed platelets is less
than the profit margin on the Company's manufactured platelets. The 1994
decrease in platelet gross profit margin was due to higher expenses per unit
of platelets sold because of higher supply and laboratory costs and the
impact of overhead costs on lower volumes of sales.
The increase in the 1995 component sales gross profit margin was due to an
increase in the average sales price per unit. In 1994, profitability for
component products increased because of increased average per unit sales
prices and reductions in purchase prices.
Blood Services
The gross profit margin on the Los Angeles therapeutic services decreased in
1995 due primarily to a lower volume of procedures performed. In 1994,
profitability of Los Angeles therapeutic services improved primarily because
of an overall price increase together with decreases in per unit labor costs
resulting from the use of flexible staffing.
In the second quarter of 1995, the Georgia therapeutics operation began
sharing office space and certain administrative services with an unaffiliated
company in a similar but non-competitive business. This change reduced 1995
overhead costs for this operation by 47% ($72,000). Management believes that
this reduction in overhead will allow Georgia therapeutics business to
operate at least at break even in 1996. However, because the success of the
Georgia operations is uncertain, the Company wrote off the related goodwill
balance of approximately $71,000 at December 31, 1994.
General and Administrative Expenses
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General and administrative expenses were 3% ($59,000) lower in 1995 and 11%
($275,000) lower in 1994. The decrease in 1995 expenses is primarily due to
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the 1994 write off of goodwill associated with the acquisition of the
Company's northern Georgia therapeutic services operation. The decrease
in 1994 expenses was the result of management's implementation of corporate
spending controls, including staffing reductions.
Discontinued Operations
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The Company incurred research and development expenses and associated
speciality plasma business losses of $902,000 in 1995, $2,964,000 in 1994
and $3,309,000 in 1993 for Immupath, its experimental treatment for HIV/AIDS,
and the associated plasma donation centers. During 1994 and 1993, the
Company engaged in on-going activities related to the research project
including treating patients from the California clinical trials and
continuing to research the manufacturing of a second generation Immupath
product. In late 1994, the Company determined that ongoing Immupath research
and development activities could no longer be funded internally. In November
1995, the Company's Board of Directors decided to discontinue its research
and development activities. As a result of this decision, the Company
recorded a loss on disposal of discontinued operations of $3.1 million in
the fourth quarter of 1995 which includes a reserve for operating losses and
contingent liabilities related to the disposal of the research and development
and specialty plasma businesses. The Company does not expect the discontinued
operations to have a material impact on its future operating results.
Liquidity and Capital Resources
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At December 31, 1995, the Company had cash and short-term investments of
$996,608. 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, which it has done. After recording the
loss on disposal of its discontinued operations, the Company was in default
under certain of the covenants of its line of credit agreement. The bank has
waived compliance with these covenants through April 30, 1996. At December
31, 1995, there were no borrowings outstanding on the line of credit, and the
Company has requested its bank to renew the credit agreement.
The USC Blood Center draws its donors from the practices of physicians
associated with the USC Hospitals, the families of hospitalized patients,
students at the University of Southern California and the local community.
Under the terms of the Company's three-year agreements with the Hospitals,
products produced from collections at the USC Blood Center are first to be
made available to fill the needs of the Hospitals. If all products produced
are not purchased by the Hospitals, the Company may sell them to other
customers. Until its operations reaches break even, the Company will be
required to fund the Center's start up losses. The Company is further
obligated to fund the costs of tenant improvements for the center. Up to
$100,000 of these charges are recoupable through surcharges payable by the
Hospitals.
Gateway opened for business and began conducting blood drives in December
1995. Gateway, which competes directly with the American Red Cross, is
currently building its donor and customer base. Until Gateway's operations
achieve break even, the Company will be required to fund its working capital
needs. Based on hospital usage and purchasing patterns, the St. Louis blood
products and services market is believed to generate $40 million per year in
sales of blood products and services. Management believes that Gateway will
be able to capture a sufficient portion of this market to make its operation
profitable, however, the success of operations will be dependent on a number
of factors and circumstances, many of which will be outside the Company's
control. Accordingly, there can be no assurance that profitable operations
will be achieved.
Management is evaluating a number of additional expansion opportunities,
including blood centers and regional programs similar to the USC Blood Center
and Gateway and operations similar to the Company's existing southern
California business. However, further expansion will require that the
Company obtain additional financing. Various financing arrangements are
under consideration, but there can be no assurance that the Company will
be able to obtain the funds necessary to finance additional expansion
projects.
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Winding down discontinued operations will require funding operating costs,
including salaries and benefits and facilities costs, until disposal of
these operations is complete. Approximately $336,000 of the reserve
provided for disposal is expected to be funded from the Company's working
capital in 1996. Up to an additional $600,000 of the reserve may be funded
from working capital or capital resources in future periods. However,
although the reserve for disposal was estimated based on the best available
information, there can be no assurance that the reserve provided will be
sufficient to cover all disposal costs.
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 the amount of $550,000. The case is
still in the discovery stage in the proceedings and neither management nor
counsel are in a position to evaluate the probable merits of the claim
asserted by this former employee. Accordingly, the resolution of this
lawsuit could have a material impact on the Company's financial condition and
results of operations.
In February 1996, the Company terminated an agreement with a vendor, based on
the inability of the vendor's product to perform to the standards outlined in
the agreement. The vendor is disputing the basis for the termination. The
Company intends to vigorously defend any legal action which may result from
this dispute, and the resolution of this matter is not expected to have a
material impact on the Company's financial position or future results of
operations. At December 31, 1995, the Company had working capital of
approximately $1,382,000. The Company's continuing operations, other than
the USC Blood Center and Gateway, are profitable and cash flow positive. The
Company anticipates that positive cash flow from its operations, its cash and
investments on hand and funds available under its credit line will be
sufficient to provide funding for the anticipated 1996 operating deficits of
the USC Blood Center and Gateway, fund the costs of disposing of its
discontinued operations and meet its other working capital needs for 1996
(including capital and operating lease commitments of approximately $981,000).
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