COMPREHENSIVE CARE CORP, 10-Q/A, 1996-06-21

COMPREHENSIVE CARE CORP
10-Q/A, 1996-06-21
HOSPITALS

Previous: COLUMBIA GAS SYSTEM INC, U-1/A, 1996-06-21

Next: COMPREHENSIVE CARE CORP, 10-Q/A, 1996-06-21

<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
AMENDMENT NO. 1

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the period ended November 30, 1995

[ ] 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 0-5751

COMPREHENSIVE CARE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 95-2594724
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organi-
zation)

1111 Bayside Drive, Suite 100, Corona del Mar, California 92625
(Address of principal executive offices and zip code)

4350 Von Karman Avenue, Suite 280, Newport Beach, California 92660
Former address of the principal executive offices and zip code)

(714) 222-2273
(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 [ ]

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

Classes Outstanding at January 9, 1996
Common Stock, par value $.01 per share 2,656,928

The number of shares outstanding includes an aggregate of 442,433 shares
previously sold by the Registrant and which the Registrant is obligated to
issue. Issuance of which is pending the completion of administerial acts.

<PAGE> 2

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

Index

Part I - Financial Information

Item 1. - Condensed Consolidated Financial Statements

Condensed consolidated balance sheets,
November 30, 1995 and May 31, 1995............................. 3

Condensed consolidated statements of operations for
the three and six months ended November 30, 1995 and 1994...... 4

Condensed consolidated statements of cash flows for
the six months ended November 30, 1995 and 1994................ 5

Notes to condensed consolidated financial statements............... 6

Item 2. - Management's discussion and analysis of financial condition
and results of operations................................ 12

Part II - Other Information................................................. 25

Item 1. - Legal Proceedings........................................... 25

Item 3. - Defaults Upon Senior Securities............................. 27

Item 4. - Submission of Matters to a Vote of Security Holders......... 27

Item 6. - Exhibits and Reports on Form 8-K............................ 28

Signatures............................................................. 29

<PAGE> 3

PART I. - FINANCIAL INFORMATION

ITEM 1. - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
November 30, May 31,
1995 1995
------------ ---------
(Unaudited) (Note)

<S> <C> <C>
ASSETS

Current assets:

Cash and cash equivalents ............................................ $ 5,883 $ 1,542
Accounts and notes receivable, less allowance for
doubtful accounts of $1,034 and $1,096 .......................... 2,600 3,329
Note receivable ...................................................... -- 2,750
Property and equipment held for sale ................................. 3,882 --
Other current assets ................................................. 724 391
-------- --------
Total current assets ....................................................... 13,089 8,012
-------- --------

Property and equipment, at cost ............................................ 18,573 25,181
Less accumulated depreciation and amortization ............................. (8,824) (13,074)
-------- --------
Net property and equipment ................................................. 9,749 12,107
-------- --------
Property and equipment held for sale ....................................... 2,342 3,746
Other assets ............................................................... 3,583 2,136
-------- --------
Total assets ............................................................... $ 28,763 $ 26,001
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities ............................ $ 10,626 $ 10,235
Long-term debt in default (see Note 2) ............................... 9,538 9,538
Current maturities of long-term debt ................................ 1,645 3,285
Income taxes payable ................................................. 344 296
-------- --------
Total current liabilities .................................................. 22,153 23,354
-------- --------

Long-term debt, excluding current maturities ............................... 2,162 5,077
Other liabilities .......................................................... 8,040 1,503
Minority interest .......................................................... 1,000 1,000
-------- --------
Commitments and contingencies (see Note 5)
Stockholders' equity:

Preferred stock, $50.00 par value; authorized 60,000 shares .......... -- --
Common stock, $.01 par value; authorized 12,500,000 shares; issued and
outstanding 2,656,932 and 2,464,516 shares ...................... 27 25
Additional paid-in capital ........................................... 42,487 41,558
Accumulated deficit .................................................. (47,106) (46,516)
-------- --------
Total stockholders' equity(deficit) ............................. (4,592) (4,933)
-------- --------
Total liabilities and stockholders' equity ................................. $ 28,763 $ 26,001
======== ========
</TABLE>

Note: The balance sheet at May 31, 1995 has been derived from the audited
financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.

See accompanying notes.

<PAGE> 4

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30,
1995 1994 1995 1994
---- ---- ---- ----

<S> <C> <C> <C> <C>
Revenues and gains:

Operating revenues................ $ 7,605 $ 7,351 $16,380 $15,408

Costs and Expenses

Operating expenses................ 7,091 7,721 14,806 15,710
General and administrative ....... 2,435 877 3,705 1,944
Provision for doubtful accounts... 389 433 669 1,183
Depreciation and amortization..... 335 450 683 911
------- ------- ------- -------
10,250 9,481 19,863 19,748
------ ------ ------ ------

Loss from operations.............. (2,645) (2,130) (3,483) (4,340)
----- ----- ----- -----

Gain on sale of assets............ (1,036) --- (1,036) ---
Interest income................... (54) (5) (64) (11)
Interest expense.................. 289 274 743 525
------- ------- ------- -------

Loss before income taxes............... (1,844) (2,399) (3,126) (4,854)
----- ----- ----- -----

Provision (benefit) for income taxes... (2,562) 72 (2,536) 117
------- ------- ------- -------

Net earnings/(loss)............... $ 718 $(2,471) $ (590) $(4,971)
====== ===== ====== =====

Earnings/(loss) per share:

Net earnings/(loss)............... $0.27 $(1.18) $(0.22) $(2.28)
==== ==== ==== ====
</TABLE>

See accompanying notes.

<PAGE> 5

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)

<TABLE>
<CAPTION>
Six Months Ended
----------------
November 30, November 30,
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................................ $ (590) $(4,971)
Adjustments to reconcile net loss to net
cash used in operating activities:

Depreciation and amortization .................................. 683 911
Provision for doubtful accounts ................................ 669 1,183
(Gain)loss on sale/write-down of assets ........................ (1,036) 6
Carrying costs incurred on property and equipment held for sale (240) (234)
Decrease in accounts and notes receivable ...................... 2,873 822
Decrease(increase) in other current assets and other assets .... (1,708) 85
Increase in accounts payable and accrued liabilities ........... 392 740
Increase in income taxes payable ............................... 7,066 60
Decrease in other liabilities .................................. (481) (119)
------- -------

Net cash provided by(used in) operating activities .................. 7,628 (1,517)
------- -------

Cash flows from investing activities:

Net proceeds(loss) from sale of property and equipment (operating and
held for sale ....................................................... (42) 307
Additions to property and equipment ................................. (290) (85)
------- -------
Net cash provided by(used in) investing activities .................. (332) 222
------- -------

Cash flows from financing activities:
Bank and other borrowings ........................................... 1,000 --
Proceeds from the issuance of common stock .......................... 930 --
Repayment of debt ................................................... (4,885) (98)
------- -------
Net cash provided by(used in) financing activities .................. (2,955) (98)
------- -------

Net increase(decrease) in cash and cash equivalents ....................... 4,341 (1,393)

Cash and cash equivalents at beginning of period .......................... 1,542 1,781
------- -------

Cash and cash equivalents at end of period ................................ $ 5,883 $ 388
======= =======
</TABLE>

See accompanying notes.

5
<PAGE> 6

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(unaudited)

NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated balance sheet as of November 30, 1995, and
the related condensed consolidated statements of operations and cash flows for
the three and six month periods ended November 30, 1995 and 1994 are unaudited
and have been prepared in accordance with generally accepted accounting
principals for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. In the opinion of management, all
adjustments necessary for a fair presentation of such financial statements have
been included. Such adjustments consisted only of normal recurring items. The
results of operations for the three and six months ended November 30, 1995 are
not necessarily indicative of the results to be expected during the balance of
the fiscal year.

The condensed consolidated financial statements do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. Notes to consolidated financial statements
included in Form 10-K for the year ended May 31, 1995, on file with the
Securities and Exchange Commission, provide additional disclosures and a further
description of accounting policies.

The Company's financial statements are presented on the basis that it
is a going concern which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company incurred
significant losses from operations in fiscal 1995 and continues to report losses
for fiscal 1996. The continuation of the Company's business is dependent upon
the resolution of operating and short-term liquidity problems and the
realization of the Company's plan of operations and the consolidated financial
statements do not include any adjustments that might result from an unfavorable
outcome of this uncertainty (see Note 2-- "Operating Losses and Liquidity").

The weighted average number of shares outstanding used to compute loss
per share were 2,628,000 and 2,097,000 for the three months ended November 30,
1995 and 1994, respectively; and 2,628,000 and 2,176,000 for the six months
ended November 30, 1995 and 1994, respectively. All share and per share amounts
contained in the Condensed Consolidated Financial Statements retroactively
reflect the effect of the reverse stock split for all periods presented, which
effect is to reduce the number of shares set forth by a factor of ten, with each
stockholder's proportionate ownership interest remaining constant, except for
payment in lieu of fractional shares.

NOTE 2 - OPERATING LOSSES AND LIQUIDITY

The Company reported net income of $0.7 million for the quarter ended
November 30, 1995, versus a net loss of $2.5 million for the quarter ended
November 30, 1994. As a result, the Company has an accumulated deficit of $47.1
million and a total stockholders' deficiency of $4.6 million as of November 30,
1995. Additionally, the Company's current assets at November 30, 1995 amounted
to approximately $13.1 million and current liabilities were approximately $22.2
million, resulting in working capital deficiency of approximately $9.1 million
and a negative current ratio of 1:1.7. The Company's primary use of available
cash resources is to fund operations while it seeks to restore profitability to
certain of its freestanding facilities and expand its behavioral medicine
managed care business.

Included in current and non-current assets are four hospital
facilities designated as property and equipment held for sale with a total
carrying value of $6.2 million. In October 1995, the Company sold one of its
operating facilities and in November 1995, closed another due to poor
performance. In December 1995, the Company entered into escrow for the sale of
this facility. Accordingly, the closed property was classified as property held
for sale as of November 30, 1995.

6
<PAGE> 7
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(unaudited)

to provide an opportunity for Debenture holders to tender their Debentures
pursuant to an exchange offer to be made by the Company. This proposed
transaction requires the holders of a majority of the Debentures to give their
approval to rescind the acceleration and the Company to obtain and expend up to
$5.5 million of cash during fiscal 1996, over and above cash required to fund
other financing, operating and investing needs. Additionally, the Debenture
exchange provides for the Company to issue $120 worth of its common stock at a
defined value for each $1,000 of Debentures, which may be contingent upon the
Company's ability to effect certain filings with the Securities and Exchange
Commission. The ability to timely proceed with any such proposed filings will,
in part, depend upon the ability of the Company to obtain a consent from its
prior auditors for the use of their report on the Company's consolidated
financial statements in such filings. Failure to obtain Debenture holder
approval or to accomplish the Debenture exchange, or, in the alternative, a
failure of the Company and the Debenture holders to otherwise reach a
settlement, may cause the Debenture holders to pursue the involuntary bankruptcy
of the Company and/or the Company to take alternative actions that may include
filing for voluntary protection from creditors. In the event of a failure to
accomplish the proposed recission of the Debentures the Company would continue
to be liable for the entire $9,538,000 principal amount plus accrued interest
from April 15, 1994 estimated at approximately $1.2 million through November 30,
1995 plus certain other costs. Alternatively, if the Debenture exchange is
accomplished, the elimination of the Debenture's debt service requirement would
decrease the Company's future cash flow requirements. (The foregoing summary
does not constitute an offer to the holders of the Company's Debentures. Any
such offer may only be made pursuant to an exchange offer, and in conformity
with the relevant securities laws, rules and regulations.)

These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The accompanying condensed consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amount and
classification of liabilities that may result from the outcome of this
uncertainty.

In fiscal 1993, the Company established a restructuring reserve to
address the Company's operational issues. One purpose of such reserve was for
the realignment of the Company's focus and business and the settlement and
disposition of certain non-performing and under-utilized assets. Many of the
Company's inpatient freestanding facilities have been sold or are in the process
of being closed or sold and management has begun to implement plans for
expanding the Company's contract management and managed care operations.

In previous years, the Company was obligated to support and fund
certain poor performing freestanding facilities that now have been closed,
including two such facilities closed in fiscal 1996 (see Note 3-- "Property and
Equipment Held for Sale"). As a result, the Company will no longer be burdened
with the negative cash flow requirements associated with such facilities. Based
upon a projection of actual performance during fiscal 1995 with adjustments for
reduced cash flow requirements associated with facilities closed and/or sold in
fiscal 1995, known contract and cyclical changes, and also giving consideration
to cash on hand at November 30, 1995 of $5.9 million, management expects the
Company to be able to meet its cash obligations required by operations during
fiscal 1996, including the Company's obligations under the Debentures. However,
the cash needs of the Company may vary from month to month depending upon the
actual level of business activity, and through the second quarter of fiscal 1996
the Company continues to incur losses from ongoing operations. Therefore, no
assurance can be given that the Company will generate adequate cash flows to
meet cash obligations required by operations.

In October 1995, the Company received a $9.4 million refund related to
its fiscal 1995 Federal tax return. The Company will utilize such proceeds to
provide funds for the Debenture exchange, payoff the outstanding liabilities to
the IRS, and/or additional operating needs. The statement of operations reflects
the recognition of $2.6 million in tax benefits for this refund (see Note 4--
"Income Taxes"). In addition, in November 1995, the Company entered into a
Secured Conditional Exchangeable Note Purchase Agreement. The principal amount
of the Note is $1.0 million, interest accrues at 12% per annum, and is secured
by a deed of trust. In addition, the principal amount of the Note is immediately
exchangeable into the Company's common stock, at the exchange rate of $7.54375
per share, upon approval of the Company's shareholders, as required. In the
event the Company's shareholders do not approve the transaction, the Note is due
on June 1, 1996 or any extended maturity date agreed upon by both parties.

The Company also anticipates utilizing one or more of the following
potential sources of cash to provide funds for additional operating needs:

7
<PAGE> 8
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(unaudited)

o Included in current and non-current assets are four hospital facilities
designated as property and equipment held for sale with a total
carrying value of $6.2 million. The Company expects to sell three of
these facilities during the current fiscal year and has entered into a
lease agreement on the fourth facility to an unrelated entity. However,
some contracts have not been fully negotiated and proceeds from the
sales or lease of such assets are not expected to be available by the
time the Debenture exchange is expected to occur. Accordingly,
management expects to use such cash proceeds, if received during fiscal
1996, to fund and expand the Company's operations and implement the
Company's restructuring plans.

o In March 1995, a jury awarded the Company approximately $2.7 million,
plus interest, in damages in its lawsuit against RehabCare Corporation.
The defendant has posted a bond for the amount of the award and has
filed an appeal of the judgment. Management is unable to predict
whether any proceeds from this judgment will be received in fiscal 1996
(see Note 5-- "Commitments and Contingencies").

o The Company has received a firm commitment from a mutual fund to
purchase in a private placement at least $5.0 million of 15% fully
secured Company notes due no earlier than December 1996 if offered by
the Company.

All of these potential sources of additional cash in fiscal 1996 are
subject to variation due to business and economic influences outside the
Company's control. There can be no assurance that during fiscal 1996 the Company
will complete the transactions required to fund its working capital deficit.

During the first quarter of fiscal 1996, the Company paid the IRS
approximately $2.3 million pursuant to its settlement agreement (see Note 5--
"Commitments and Contingencies"). In addition, during the second quarter of
fiscal 1996, the Company paid the IRS the remaining balance, including accrued
interest, due on the settlement agreement of approximately $2.5 million.

NOTE 3 - PROPERTY AND EQUIPMENT HELD FOR SALE

The Company has decided to dispose of certain freestanding facilities
and other assets (see Note 2-- "Operating Losses and Liquidity"). Property and
equipment held for sale, consisting of land, building, equipment and other fixed
assets with a historical net book value of approximately $13.0 million at
November 30, 1995, is carried at estimated net realizable value of approximately
$6.2 million. Operating revenues and operating expenses of the facilities
designated for disposition were approximately $0.2 million and $0.3 million,
respectively for the six months ended November 30, 1995. In October 1995, the
Company sold one of its operating facilities and in November 1995, the Company
closed another due to poor performance. The Company will continue to evaluate
the performance of its operating facilities in their respective markets, and, if
circumstances warrant, modify the number of facilities designated for
disposition.

Property and equipment held for sale, which are expected to be sold
within the next twelve month period, are shown as current assets on the
consolidated balance sheets. Gains and losses on facilities have been reflected
in the statement of operations. Any impairments to the net realizable value of
property and equipment held for sale have also been recorded in the statement of
operations. Three of the four closed freestanding facilities included in
property and equipment held for sale are currently under sales contracts.

<PAGE> 9

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(unaudited)

A summary of the transactions affecting the carrying value of current
and non-current property and equipment held for sale for the six months ended
November 30, 1995, is as follows (in thousands):

<TABLE>
<S> <C>
Balance as of May 31, 1995......................................... $3,746

Designation of facility as property and equipment held for sale... 2,211
Carrying costs incurred during phase-out period.................... 126
Contingencies on properties sold................................... 125
Adjustment to net realizable value................................. 16
------

Balance as of November 30, 1995.................................... $6,224
======
</TABLE>

The loss on sale/write-down of property held for sale and the gain on
the sale of its operating properties are reflected on the Company's consolidated
statement of operations and consists of the following for the six months ended
November 30, 1995 (in thousands):

<TABLE>
<S> <C>
Loss on property held for sale.................................... $ (16)
Adjustment to property held for sale
to net realizable value..................................... 16
----
---
-----

Write-down of operating property.................................. ---
Gain on sale of operating property................................ 1,036
-----
Gain on sale/write-down of assets................................. $1,036
======
</TABLE>

NOTE 4 - INCOME TAXES

On July 20,1995, the Company filed its Federal income tax return for
fiscal 1995. On August 4, 1995, the Company filed Form 1139 "Corporate
Application for Tentative Refund" to carry back losses under Section 172(f)
requesting a refund in the amount of $9.4 million. On August 30, 1995, the
Company also filed amended Federal tax returns for several prior years to carry
back losses under Section 172(f). The refunds claimed on the amended returns are
approximately $11.7 million for 1986; $0.4 million for 1985; $0.7 million for
1983 and $0.4 million for 1982. The total refunds applied for are $22.6 million,
$13.2 million for amended prior years' returns and $9.4 million for fiscal year
1995. Section 172(f) is an area of the tax law without guiding legal precedent.
There may be opposition by the IRS as to the Company's ability to carry back
such losses under Section 172(f) . Therefore, assurances cannot be made to the
Company's entitlement to all of these claims. Consequently, a valuation
allowance has been established against $20.0 million of this potential tax
benefit.

In October 1995, the Company received a $9.4 million refund for fiscal
1995. Of this refund, $2.4 million has been reflected as a tax benefit as of
November 30, 1995. Due to the lack of legal precedent regarding Section 172(f),
the remaining amount, $7.0 million, is reflected on the Company's consolidated
balance sheet in non-current other liabilities. In addition, during the second
quarter the Company reflected a tax benefit of $0.2 million, which is related to
prior years' returns. In addition, as of November 30, 1995 the Company has
reflected a tax benefit of $0.2 million, which is related to prior years'
returns. The Company paid a contingency fee of $1.9 million related to the 1995
refund. In the event the IRS Appeals Office determines that the Company is not
entitled to all or a portion of the deductions under Section 172(f), this fee is
reimbursable to the Company proportionately. Of the $1.9 million, the Company
expensed $0.5 million during the second quarter of fiscal 1996, which is the
amount of fees which is related to the tax benefit recognized by the Company.
The remaining $1.4 million is reflected in the Company's financial statements as
non-current other assets.

<PAGE> 10

COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(unaudited)

NOTE 5 - COMMITMENTS AND CONTINGENCIES

On October 30, 1992, the Company filed a complaint in the United States
District Court for the Eastern District of Missouri against RehabCare
Corporation ("RehabCare") seeking damages for violations by RehabCare of the
securities laws of the United States, for common law fraud and for breach of
contract (Case No. 4:92CV002194 CAS). The Company sought damages for the lost
benefit of certain stockholder appreciation rights in an amount in excess of
$3.6 million and punitive damages. RehabCare filed a counterclaim in the case
seeking a declaratory judgement with respect to the rights of both parties under
the Stock Redemption Agreement, an injunction enjoining the Company from taking
certain action under the Stock Redemption or Restated Shareholders Agreements
and damages in the form of attorneys' fees and costs allegedly incurred by
RehabCare with respect to its issuance of certain preferred stock and with
respect to prior litigation between the parties. The case was tried before a
jury commencing on February 21, 1995. Prior to the presentation of evidence to
the jury, the Court struck RehabCare's counterclaim in its entirety. On March 8,
1995, the jury returned its verdict awarding the Company $2,681,250 in damages,
plus interest and the costs of the action against RehabCare for securities fraud
and for breach of contract. RehabCare has posted a bond in the amount of $3.0
million and filed a motion for new trial or in the alternative, for judgement as
a matter of law, which the court denied in its entirety on August 4, 1995. On
September 1, 1995, RehabCare filed a notice of appeal with the District Court
indicating its intent to appeal the matter to the United States Court of
Appeals. Although the Company feels that RehabCare will not prevail in its
appeal, the Company has not recognized any gain with relation to the judgement.
The outcome of this lawsuit will not have an effect on the Company's results of
operations.

In connection with the proposed sale and lease-back of hospitals to CMP
Properties, Inc., a real estate investment trust, the Company advanced $1.1
million to its financial advisor, Mr. Leslie Livingston and Livingston & Co., in
fiscal 1992. The financial advisor was affiliated with several members of the
Company's Board of Directors at that time. The advances, which were to be repaid
if the transaction was not completed, were to be secured by a pledge of common
stock in an unrelated company. The pledged shares of common stock were in the
possession of the Company's primary legal counsel at that time, Schwabe,
Williamson and Wyatt as collateral for the advances. After the transaction was
terminated, the financial advisor refused to repay advances and the Company's
legal counsel refused to turn over the collateral to the Company. The Company
has filed an action in the United States District Court for the District of
Oregon (Civil Case No. 94-384 FR) against its former financial advisor and
former legal counsel to recover the advances. The former financial advisor has
counterclaimed against the Company for $1,688,000 for breach of contract and
unjust enrichment. The Company's former law firm has filed a counterclaim for
$193,000 for unpaid legal fees. Management believes that the counterclaims are
without merit and intends to vigorously defend against them and to pursue the
Company's claims. The Company does not expect the outcome of this lawsuit to
have an effect on the Company's results of operations.

On June 8, 1994, RehabCare filed a lawsuit against the Company in the
Circuit Court of St. Louis County, Missouri concerning a Tax Sharing Agreement
entered into between the Company and RehabCare in May 1991 (Case No. 663957). An
amended petition was filed November 15, 1994. In the lawsuit, RehabCare alleges
that it has incurred attorneys fees in connection with the settlement of certain
tax issues with the IRS and has paid the IRS a settlement amount with respect to
the years 1987 and 1988. RehabCare seeks the recovery from the Company of
$588,000, plus interest, which RehabCare alleges is the amount it incurred for
payments to the IRS in settlement of taxes and attorneys fees it incurred in
dealing with the IRS. The Company has filed its answer and affirmative defenses
contesting the right of RehabCare to obtain the relief it seeks. Discovery is
ongoing. Until such discovery is complete, it is not possible to predict the
likely outcome of the lawsuit. The Company intends to continue to vigorously
defend this matter which is scheduled for trial in February 1996. The Company
established a reserve for this lawsuit in a prior fiscal year and does not
believe that it will have an impact on the Company's financial statements or
results of operations.

10
<PAGE> 11
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1995
(unaudited)

interest. The IRS agent conducting the audit asserted that certain physicians,
psychologists and other staff engaged as independent contractors by the Company
should have been treated as employees for payroll tax purposes. The settlement
was reviewed and accepted on behalf of the IRS by its district counsel. Payment
terms have been accepted at 50% within 90 days of finalization with the
remainder financed over the next five years. The unpaid balance bears interest
at 9% per annum due and payable after the $5.0 million is paid. The Company had
accrued for this settlement amount over several previous fiscal years and, as a
result, there was no impact on the Company's current year financial statements
for this settlement. The Company's future statements of operations will reflect
the interest expense related to the outstanding settlement amount. In March
1995, the Company paid $350,000 to the IRS against the initial payment due. In
return, the IRS granted the Company an additional 120 days to pay the remaining
balance of $2,150,000. In July 1995, the Company paid the remaining balance of
the initial payment, and continued to make the monthly installment payments
pursuant to the terms of the settlement through September 1995. In October 1995,
the Company paid the remaining balance outstanding, including accrued interest,
of $2.5 million. The Company utilized the proceeds from the 1995 Federal income
tax refund to make such payment (see Note 4-- "Income Taxes").

An involuntary bankruptcy petition was dismissed on March 6, 1995
pursuant to an agreement dated March 3, 1995 between the Company and a
representative of the petitioners. Under such agreement the Company has agreed,
subject to the conditions therein, to offer to exchange for its outstanding 7
1/2% Convertible Subordinated Debentures a combination of cash and shares. See
Note 2-- "Operating Losses and Liquidity" for a discussion of the Company's
default in the payment of interest on its 7 1/2% Convertible Subordinated
Debentures and the consequent acceleration of the full principal amount thereof.
The foregoing is intended to disclose an event, and does not constitute an offer
to the holders of the Company's Debentures. Any such offer may only be made
pursuant to an exchange offer, and in conformity with the relevant securities
laws, rules and regulations.

In October 1994, the New York Stock Exchange, Inc. ("NYSE") notified
the Company that it was below certain quantitative and qualitative listing
criteria in regard to net tangible assets available to common stock and three
year average net income among other items. The Listing and Compliance Committee
of the NYSE has determined to monitor the Company's progress toward returning to
continuing listing standards. Management anticipates that, at a minimum, success
in completing the rescission of the debenture acceleration (see Note 2--
"Operating Losses and Liquidity") and a return to profitability will be
necessary in order to satisfy the Committee of the Company's progress. The
Company met with representatives of the NYSE during the second quarter of fiscal
1995 and during the first quarter of fiscal 1996, to discuss the Company's
financial condition. During fiscal 1995, the Company issued shares without
seeking approval of shareholders pursuant to the exception to the NYSE
shareholder approval policy for financially distressed companies.

From time to time, the Company and its subsidiaries are also parties
and their property is subject to ordinary routine litigation incidental to their
business. In some pending cases, claims exceed insurance policy limits and the
Company or a subsidiary may have exposure to liability that is not covered by
insurance. Management believes that the outcome of such lawsuits will not have a
material adverse impact on the Company's financial statements.

NOTE 6 - SUBSEQUENT EVENTS

On December 4, 1995, the Company relocated its corporate headquarters
from Newport Beach to Costa Mesa, California.

<PAGE> 12

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q includes forward-looking statements,
the realization of which may be impacted by certain important factors discussed
below under "Risk Factor's -- Important Factor's -- Important Factor Related to
Forward-Looking Statements and Associated Risks."

General

In response to continuing changes in the behavioral health care
industry, the Company has made significant changes in its operations, including
the divesture of many freestanding facilities, so that the Company can focus on
its managed care and behavioral medicine contract management operations. During
fiscal 1996, managed care operations experienced significant growth through
internal development and an acquisition in April 1995.

As a result of the Company's continued negative results from
operations, the Company has had difficulty generating sufficient cash flows from
operations to meet its obligations and sustain its operations. During fiscal
1996, the Company has utilized the proceeds from the sale of assets, tax
refunds, a litigation settlement, and the private placement of securities to
fund its working capital deficit.

Global Restructuring

In early fiscal 1995, Management developed a "global restructuring"
plan intended to address the Company's immediate challenges and to return to a
base of profitability for future success. Management intended that this "global
restructuring" include as many of the following steps as possible: (I) effect a
reverse stock split to improve the Company's attractiveness to institutional
investors; (ii) negotiate settlement of the Company's payroll tax audit with the
IRS; (iii) restructure the Company's financial obligations represented by the
Company's 7 1/2% Convertible Subordinated Debentures (the "Debentures"); and
(iv) raise capital to finance the restructuring costs. All of these objectives
were accomplished in fiscal 1995 except item (iii), restructuring of the
Company's financial obligations represented by the Company's Debentures.

During the first quarter of fiscal 1996, the Company sold an aggregate
of 155,000 shares of common stock to four accredited investors in private
offerings for an aggregate of $930,000 paid in cash. The proceeds of such sales
were used for working capital and other general corporate purposes. During the
second quarter of fiscal 1996, the Company received a $9.4 million refund from
its fiscal 1995 Federal tax return and issued a Secured Conditional Exchangeable
Note for $1.0 million (see Note 2 to the Company's Condensed Consolidated
Financial statements included herein). The proceeds of these items will be used
to fund the exchange offer to the holders of Debentures and for working capital
purposes.

Although the Company is seeking to restructure its obligations under
the Debentures, the Company is currently in default as a result of the Company's
failure to make scheduled payments of interest (see Note 2 to the Company's
Condensed Consolidated Financial Statements included herein).

During the fourth quarter of fiscal 1995, the Company entered into a
letter of agreement with a representative of holders of the Debentures. The
agreement provides, among other things, that the Company provide an opportunity
to holders of the Debentures to tender their Debentures to the Company pursuant
to an exchange offer to be made by the Company to the holders of the Debentures.
Although the Company has filed an exchange offer with the Securities and
Exchange Commission, there can be no assurance that the exchange offer will be
successfully completed. In connection with the offer, the Company is seeking to
rescind the Debenture acceleration from the holders of a majority in principal
amount of the Debentures. Due to the longer than anticipated time frame for
implementing the exchange offer, the Company may, among other things, adjust the
terms of the exchange offer. Failure to consummate the Debenture exchange offer
may result in the Company considering alternative actions including filing for
voluntary protection from creditors. The foregoing is intended to disclose an
event, and does not constitute an offer to the holders of the Debentures.

<PAGE> 13

RESULTS OF OPERATIONS

Statistical Information

The following utilization statistics include data from all operations
including closures during the periods, joint ventures and closed facilities:

<TABLE>
<CAPTION>
THREE months ended Six months ended
-------------------------------------- ---------------------------
November 30, August 31, November 30, November 30, November 30,
1995 1995 1994 1995 1994
--------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Managed care operations:
Covered lives...................... 693,220 679,812 207,565 693,220 207,565

Patient days:

Freestanding facilities............... 2,033 3,778 8,320 5,811 16,884
Behavioral medicine contracts......... 4,383 5,534 8,027 9,917 16,607

Freestanding facilities:

Occupancy rate....................... 14% 18% 27% 11% 27%
Admissions........................... 353 573 909 926 1,888
Average length of stay (days)........ 6 7 9 6 9

Behavioral medicine contracts:

Average occupied beds per contract... 6 5 7 7 7
Admissions........................... 584 770 990 1,354 2,062
Average length of stay (days)........ 8 7 8 7 8

Total beds available at end of period:

Freestanding facilities.............. 84 237 347 84 347
Behavioral medicine contracts........ 114 141 199 114 199
</TABLE>

Three Months Ended November 30, 1995 Compared to Three Months Ended November 30,
1994

The Company reported a pretax loss of approximately $1.8 million for
the second quarter of fiscal 1996, an improvement of approximately $0.6 million
or 25% from the pretax loss of approximately $2.4 million reported for the
second quarter of fiscal 1995. Included in revenues for the second quarter of
fiscal 1996 is a gain of $1.0 million related to the sale of an operating
facility in October 1995.

Operating revenues for the second quarter of fiscal 1996 increased by
$0.3 million or 4% from the second quarter of fiscal 1995. The second quarter of
fiscal 1996 reflects an increase in managed care operating revenues of $2.4
million as compared to the second quarter of fiscal 1995. This increase in
managed care operating revenues was offset by the decline in operating revenues
from freestanding facilities due to the sale and closure of two facilities
during the second quarter of fiscal 1996.

Operating expenses decreased by approximately $0.6 million or 8% from
the second quarter of fiscal 1995 compared to the first quarter of fiscal 1996.
The decrease in operating expenses is primarily attributable to a decline in
operating expenses for freestanding operations which was partially offset by a
100% increase in operating expenses related to managed care operations and a 40%
increase related to contract operations. General and administrative expenses
increased by approximately $1.6 million from the second quarter of fiscal 1995
as a result of managed care operations expansion and development and $0.5
million in fees paid during the second quarter of fiscal 1996 related to the
Company's fiscal 1995 Federal income tax refund. The provision for doubtful
accounts decreased by 10% during the second quarter of fiscal 1996 compared to
the same period for fiscal 1995 as a result of the significant decline in
freestanding operations.

<PAGE> 14

Managed Care Operations

At November 30, 1995, the number of covered lives increased to 693,220
from 207,565 a year ago or by 234%. This increase is primarily attributable to
new contracts added in the period. Comprehensive Behavioral Care distinguishes
itself from its competition by being the "science-based" provider of care and
manages all clinical programs based upon proven treatment technologies.

In the second quarter of fiscal 1996, operating revenues increased by
$2.4 million compared to the second quarter of fiscal 1995. Operating expenses
also increased by $1.4 million in the second quarter of fiscal 1996 compared to
the same period a year ago. In addition, general and administrative expenses
increased to $0.4 million in the second quarter of fiscal 1996 as compared to
the second quarter of fiscal 1995. As a result, net operating income for
Comprehensive Behavioral for the second quarter of fiscal 1996 was $0.1 million,
an improvement of $0.5 million from the same quarter a year ago which reported a
net operating loss of $0.4 million.

Behavioral Medicine Contracts

In the second quarter of fiscal 1996, CareUnit, Inc. ("CareUnit")
operating revenues increased by 9% from the second quarter of fiscal 1995, and
operating expenses increased by $0.4 million or 40%. In addition, general and
administrative expense increased $0.1 million in the second quarter of fiscal
1996 compared to the second quarter of fiscal 1995. The increase in operating
revenues during the second quarter of fiscal 1996 was insufficient to offset the
increase in expenses and resulted in a net operating loss of $0.4 million, an
increase of $0.5 million as compared to the same period for fiscal 1995.

During the second quarter of fiscal 1996, patient days of service for
behavioral medicine contracts declined by approximately 45% from 8,027 patient
days to 4,383 patient days. Units which were operational for both the second
quarter of fiscal 1996 and 1995 experienced a 32% decrease in utilization to
3,063 patient days. Average net revenue per patient day at these units increased
by 8% from the same quarter a year ago resulting in a decline in an overall net
inpatient operating revenues of 26% to $0.3 million. Net outpatient revenues for
programs operational for both quarters at these units increased 3% from
approximately $87,000 in the second quarter of fiscal 1995 to approximately
$84,000 in the second quarter of fiscal 1996.

The following table sets forth quarterly utilization data on a "same
store" basis:

<TABLE>
<CAPTION>
Same Store Utilization
-------------------------
Fiscal 1996 Fiscal 1995
2nd Quarter 2nd Quarter
----------- -----------
<S> <C> <C>
Admissions......................... 461 515
Average length of stay............. 7 9
Patient days....................... 3,063 4,500
Average occupancy rate............. 36% 47%
</TABLE>

For units which were operational for the second quarters of fiscal 1996
and 1995, operating expenses decreased 5%, which was offset by a 22% decrease in
operating revenues. This resulted in a decrease in operating income at the unit
level by 51%.

Freestanding Operations

Operating revenues for freestanding operations decreased by $2.2
million or by 45% during the second quarter of fiscal 1996 compared to the
second quarter of fiscal 1995. In addition, operating expenses declined 45% or
$2.4 million in the second quarter of fiscal 1996. The decrease in operating
revenues combined with the significant decrease in operating expenses, resulted
in an improvement in hospital operations net operating loss for the second
quarter of fiscal 1996 of $0.3 million compared to the same quarter a year ago.

Admissions in the second quarter of fiscal 1996 decreased to 353 from
909 in the second quarter of fiscal 1995, an overall decline of 61%. This
decline is primarily due to the sale and/or closure of two operating facilities

14
<PAGE> 15

during the first quarter of fiscal 1996 and the fourth quarter of 1995. The
following table sets forth selected quarterly utilization data on a "same store"
basis.

<TABLE>
<CAPTION>
Same Store Utilization
-------------------------
Fiscal 1996 Fiscal 1995
2nd Quarter 2nd Quarter
----------- -----------
<S> <C> <C>
Admissions.............................. 282 318
Average length of stay.................. 5 11
Patient days............................ 1,444 3,545
</TABLE>

Net revenue per patient day for "same store" facilities increased to
$1,150 for the second quarter of fiscal 1996 from $498 for the second quarter of
fiscal 1995. Admissions decreased for the quarter from 318 in the second quarter
of fiscal 1995 to 282 in the second quarter of fiscal 1996. The decrease in
admissions combined with the decline in length of stay offset an increase in
outpatient revenues resulting in a decrease in net operating revenues for the
second quarter of fiscal 1996 of $0.1 million.

The following table illustrates revenues in outpatient and day care
programs offered by the "same store" facilities:

<TABLE>
<CAPTION>
Net Outpatient/Daycare Revenues
-------------------------------
(Dollars in thousands)
Fiscal 1996 Fiscal 1995
2nd Quarter 2nd Quarter
----------- -----------
<S> <C> <C>
Facilities offering..................... 2 2
Net outpatient/daycare revenues......... $1,072 $ 750
% of total "same store" net operating... 65% 42%
revenues
</TABLE>

Operating expenses at the Company's freestanding facilities on a "same
store" basis increased $0.2 million and bad debt expense increased $0.2 million
in the second quarter of fiscal 1996 from the second quarter of fiscal 1995. As
a result, net operating income decreased $0.6 million in the second quarter of
fiscal 1996 from the same period a year ago.

Three Months Ended November 30, 1995 Compared to Three Months Ended August 31,
1995

The Company reported net income of approximately $0.7 million or $0.27
per share for the quarter ended November 30, 1995, an improvement of
approximately $2.0 million or $0.77 per share from the loss reported for the
quarter ended August 31, 1995. Included in the three months ended November 30,
1995 is a gain of $1.0 million related to the sale of an operating facility in
October 1995, and an income tax benefit of $2.6 million related to the carryback
of fiscal 1995 losses defined under Section 172(f).

Operating revenues decreased to $7.7 million in the second quarter of
fiscal 1996 from $8.8 million in the first quarter or by 13%. This decrease is
predominately related to a decline in revenues for freestanding facilities due
to the sale of operations of one facility in October 1995 and the closure of
another in November 1995. In addition, revenues for behavioral medicine contract
operations declined by 10% during the second quarter. Operating expenses also
declined in the second quarter of fiscal 1996 by 8% or $0.6 million. This
decline was from freestanding operations and behavioral medicine contracts,
which was offset by a slight increase in operating expenses for managed care
operations.

General and administrative expenses increased by $1.2 million during
the second quarter of fiscal 1996 compared to the first quarter. The first
quarter of fiscal 1996 includes a credit of $425,000 which represents the amount
received from the Company's insurance carrier related to the settlement of a
claim filed by the Company in 1992. The increase in general and administrative
expenses during the second quarter of fiscal 1996 is attributable to an increase
in behavioral medicine contracts and corporate expenses. Corporate general and
administrative expenses

15
<PAGE> 16

for the quarter ended November 30, 1995 include $0.5 million for the fees paid
related to the Company's fiscal 1995 Federal tax refund. The provision for
doubtful accounts increased by $0.1 million for the second quarter of 1996
versus the first quarter as a result of an increase in bad debt related to
contract operations.

Managed Care Operations

During the second quarter of fiscal 1996, the number of covered lives
increased to 693,220. This increase is primarily attributable to new members
under existing contracts.

In the second quarter of fiscal 1996, operating revenues increased
slightly to $3.5 million compared to the first quarter of $3.4 million.
Operating expenses also increased slightly by $0.2 million or 7% in the second
quarter of fiscal 1996. In addition, general and administrative expenses
decreased to $0.4 million in the second quarter of fiscal 1996 as compared to
the first quarter. As a result, the net operating loss for Comprehensive
Behavioral for the second quarter of fiscal 1996 was $0.3 million, an increase
of $0.1 million from the prior quarter.

Behavioral Medicine Contracts

In the second quarter of fiscal 1996, CareUnit operating revenues
decreased $0.2 million or by 10% from the first quarter of fiscal 1996 and
operating expenses declined by 4%. The decrease in operating revenues during the
second quarter of fiscal 1996 combined with the slight decrease in operating
expenses resulted in an increase in CareUnit's net operating loss by $0.3
million from the first quarter to $0.6 million.

During the second quarter of fiscal 1996, patient days of service at
behavioral medicine contracts declined by approximately 21% from 5,534 patient
days to 4,383 patient days. Units which were operational for both the first and
second quarters of fiscal 1996 experienced a 15% decrease in utilization to
4,383 patient days. Average net revenue per patient day at these units declined
by 27% from the previous quarter resulting in a decline in an overall net
inpatient operating revenues of 17% to $0.5 million. Net outpatient revenues for
programs operational for both quarters at these units increased 18% from
approximately $635,000 in the first quarter of 1996 to approximately $747,000 in
the second quarter of fiscal 1996.

The following table sets forth quarterly utilization data on a "same
store" basis:

<TABLE>
<CAPTION>
Same Store Utilization
-------------------------
Fiscal 1996 Fiscal 1996
2nd Quarter 1st Quarter
----------- -----------
<S> <C> <C>
Admissions.............................. 584 661
Average length of stay.................. 8 8
Patient days............................ 4,383 5,160
Average occupancy rate.................. 43% 37%
</TABLE>

For units operational for both quarters, operating expenses increased
9%. When the increase in expenses is combined with the slight increase in
operating revenues, net operating income at the unit level, decreased by 33%
from the first quarter of fiscal 1996.

Freestanding Operations

Operating revenues for freestanding operations decreased by $1.1
million or by 29% during the second quarter of fiscal 1996 compared to the prior
quarter. During the second quarter of fiscal 1996, the Company sold one
operating facility and closed another due to poor performance. In addition,
operating expenses declined 20% or $0.7 million in the second quarter of fiscal
1996.

<PAGE> 17

Admissions in the second quarter of fiscal 1996 decreased to 353 from
573 in the first quarter, an overall decline of 38%. The following table sets
forth selected quarterly utilization data on a "same store" basis:

<TABLE>
<CAPTION>
Same Store Utilization
-------------------------
Fiscal 1996 Fiscal 1996
2nd Quarter 1st Quarter
----------- -----------

<S> <C> <C>
Admissions.............................. 282 278
Average length of stay.................. 5 6
Patient days............................ 1,444 1,540
</TABLE>

Net revenue per patient day for "same store" facilities increased to
$1,150 for the second quarter of fiscal 1996 from $1,130 for the first quarter
of fiscal 1996. Admissions increased for the quarter from 278 in the first
quarter to 282 in the second quarter of fiscal 1996. The slight increase in
admissions combined with the decline in length of stay resulted in a decrease in
net operating revenues for the second quarter of fiscal 1996 of $0.1 million.
The Company believes that the increasing role of HMO's, reduced benefits from
employers and indemnity companies, and a shifting to outpatient programs
continue to impact utilization. The Company continues to focus its efforts
toward providing effective, lower cost outpatient, partial hospitalization and
daycare programs, obtaining psychiatric treatment licenses for its freestanding
facilities, and toward establishing and maintaining relationships and contracts
with managed care and other organizations which pay for or broker such services.

The following table illustrates revenues in outpatient and daycare
programs offered by the "same store" facilities:

<TABLE>
<CAPTION>
Net Outpatient/Daycare Revenues
-------------------------------
(Dollars in thousands)
Fiscal 1996 Fiscal 1996
2nd Quarter 1st Quarter
----------- -----------

<S> <C> <C>
Facilities offering..................... 2 2
Net outpatient/daycare revenues......... $1,661 $1,740
% of total "same store" net operating... 65% 63%
revenues
</TABLE>

Operating expenses at the Company's freestanding facilities on a "same
store" basis increased $0.2 million and bad debt expense increased $0.1 million
in the second quarter from the first quarter of fiscal 1996. As a result, net
operating income decreased $0.4 million in the second quarter from the first
quarter of fiscal 1996.

The Company is taking steps to increase revenues, primarily through
relicensing facilities to provide psychiatric treatment and the continued
development of its behavioral medicine managed care business. The Company is
also implementing cost reduction measures, including the closure of selected
facilities. In October 1995, the Company sold one operating facility and closed
another in November 1995 due to poor performance. The Company owns six
freestanding facilities. Two of the six owned facilities are currently
operating. The Company will continue to evaluate the performance of these
facilities in their respective markets and, if circumstances warrant, may
increase or reduce the number of facilities designated for disposition.

Six Months Ended November 30, 1995 Compared to Six Months Ended November 30,
1994

The Company reported a pretax loss of approximately $3.1 million for
the six months ended November 30, 1995 from the pretax loss of $4.9 million
reported for the same period for fiscal 1995, an improvement of $1.8 million.
Included in the results for fiscal 1996 is a gain of $1.0 million related to the
sale of an operating facility in October 1995.

Operating revenues increased by 7% or $1.0 million for the six months
ended November 30, 1995 compared to the six months ended November 30, 1994. The
increase in operating revenues is primarily attributable to an increase in
managed care operations of $4.8 million which was offset by a decline of $4.1
million related to freestanding operations. Operating expenses declined by 6% or
$0.9 million for the six months ended November 30,

17
<PAGE> 18

1995 as compared to the same period for fiscal 1995. This decline is
attributable to a decrease in operating expenses for hospital operations of 40%
or $4.3 million which was offset by an increase in operating expenses for
managed care and contract operations of $2.8 million and $0.7 million,
respectively. General and administrative expenses for the six months ended
November 30, 1995 increased $1.8 million from the six months ended November 30,
1994. The increase in general and administrative expenses for the six months
ended November 30, 1995 is attributable to managed care operations which
reported no general and administrative expenses for the six months ended
November 30, 1994, an increase of $0.2 million in contract operations general
and administrative expenses and an increase in corporate general and
administrative expenses which included $0.5 million for fees paid related to the
Company's fiscal 1995 Federal tax refund. Bad debt expense declined $0.5 million
or 43% for the six months ended November 30, 1995 as compared to the same period
a year ago and is attributable to the decline in hospital operations. In
addition, interest expense increased by $0.2 million or 42% for the six months
ended November 30, 1995 compared to the six months ended November 30, 1994, as a
result of the additional debt related to the Secured Conditional Exchangeable
Note and IRS settlement agreement which were entered into during the second
quarter of fiscal 1995.

Managed Care Operations

The number of covered lives increased to 693,220 for the six months
ended November 30, 1995 compared to 284,220 for the same period a year ago.
Covered lives for contracts existing at November 30, 1995 increased by 77,000
lives or 33%. In addition, new contracts implemented after November 30, 1994
contributed an additional 332,000 lives increasing total covered lives as of
November 30, 1995 by 144% as compared to a year ago. The majority of growth in
covered lives is predominately related to new contracts implemented in Florida
and Indiana.

Operating revenues increased by $4.8 million to $6.9 million for the
six months ended November 30, 1995 compared to the six months ended November 30,
1994. Operating expenses also increased for the six months ended November 30,
1995 by $2.8 million compared to the same period a year ago. In addition,
general and administrative expenses increased by $0.9 million for the six months
ended November 30, 1995. This increase is a result of managed care operations
which reported no general and administrative expenses during fiscal 1995. As a
result, the net operating income for Comprehensive Behavioral for the six months
ended November 30, 1995 was $0.3 million, an improvement of $1.1 million from
the six month period for fiscal 1995.

Behavioral Medicine Contracts

CareUnit operating revenues increased by $0.3 million for the six
months ended November 30, 1995 or 14% from the same period of fiscal 1995 and
operating expenses increased by $0.7 million or 37%. In addition, general and
administrative expenses increased $0.2 million to $0.5 million, compared to the
same fiscal period a year ago. The increase in operating revenues during the six
months ended November 30, 1995 was insufficient to offset the increase in
operating and general and administrative expenses and resulted in a net
operating loss or $0.4 million compared to a gain for the same period a year ago
of $0.2 million.

Patient days of service at behavioral medicine contracts for the six
months ended November 30, 1995 declined by approximately 40% from 16,607 patient
days to 9,917 patient days for the same period a year ago. Units which were
operational for both the six months ended November 30, 1995 and November 30,
1994, experienced a 23% decrease in utilization to 6,820 patient days. Average
net revenue per patient day at these units increased by 8% from the previous
period resulting in a decline in overall net inpatient operating revenues of 17%
to $0.7 million. Net outpatient revenues for programs operational for both
periods at these units increased 22% from approximately $166,000 for the six
months ended November 30, 1994 to approximately $202,000 for the six months
ended November 30, 1995.

<PAGE> 19

The following table sets forth quarterly utilization data on a "same
store" basis:

<TABLE>
<CAPTION>
Same Store Utilization
--------------------------
Six Months Six Months
Ended Ended
Nov. 30, 1995 Nov. 30, 1994
------------- -------------
<S> <C> <C>
Admissions.............................. 980 1,051
Average length of stay.................. 7 8
Patient days............................ 6,820 8,893
Average occupancy rate.................. 30% 22%
</TABLE>

For units operational for both periods, operating expenses decreased
slightly and when combined with the 11% decrease in operating revenues, resulted
in operating income at the unit level decreasing by 28% for the six months ended
November 30, 1995 compared to the six months ended November 30, 1994.

Freestanding Operations

Operating revenues for freestanding operations decreased by $4.1
million or 39% for the six months ended November 30, 1995 compared to the six
months ended November 30, 1994. During the first quarter of fiscal 1996, the
Company closed one operating facility and closed another in the second quarter
1995 due to poor performance. In addition, operating expenses declined 40% or
$4.3 million in the six months ended November 30, 1995. General and
administrative expenses also declined during the six months ended November 30,
1995 as compared to the same period a year ago by $0.4 million and the provision
for doubtful accounts declined by $0.6 million or 53%. The decrease in operating
revenues combined with the decline in expenses resulted in a net operating loss
from hospital operations for the six months ended November 30, 1995 of $0.9
million, an improvement of 60% or $2.2 million from the six months ended
November 30, 1994.

Admissions for the six months ended November 30, 1995 decreased to 926
from 1,888 for the six months ended November 30, 1994, an overall decline of
51%.

The following table sets forth quarterly utilization data on a "same
store" basis:

<TABLE>
<CAPTION>
Same Store Utilization
------------------------
Six Months Six Months
Ended Ended
Nov. 30, 1995 Nov. 30, 1994
------------- -------------
<S> <C> <C>
Admissions.............................. 560 658
Average length of stay.................. 5 11
Patient days............................ 2,984 7,093
</TABLE>

Net revenue per patient day for "same store" facilities increased to
$1,140 for the six months ended November 30, 1995 from $514 for the six months
ended November 30, 1994. Admissions decreased for the period from 638 in the six
months ended November 30, 1994 to 560 for the six months ended November 30,
1995. The decrease in admissions combined with the decline in length of stay
offset an increase in outpatient revenues resulting in a decrease in net
operating revenues for the six months ended November 30, 1995 of $0.2 million as
compared to the same period for fiscal 1995. The Company believes that the
increasing role of HMO's, reduced benefits from employers and indemnity
companies, and a shifting to outpatient programs continue to impact utilization.
The Company continues to focus its efforts toward providing effective, lower
cost outpatient, partial hospitalization and daycare programs, obtaining
psychiatric treatment licenses for its freestanding facilities, and toward
establishing and maintaining relationships and contracts with managed care and
other organizations which pay for or broker such services.

<PAGE> 20

The following table illustrates revenues in outpatient and day care
programs offered by the "same store" facilities:

<TABLE>
<CAPTION>
Net Outpatient/Daycare Revenues
-------------------------------
(Dollars in thousands)
Six Months Six Months
End End
Nov. 30, 1995 Nov. 30, 1994
------------- -------------
<S> <C> <C>
Facilities offering.............................. 2 2
Net outpatient/daycare revenues.................. $2,168 $1,755
% of total "same store" net operating revenues... 64% 48%
</TABLE>

Operating expenses at the Company's freestanding facilities on a "same
store" basis increased $0.3 million and bad debt expense increased $0.1 million
for the six months ended November 30, 1995 compared to the same period for
fiscal 1995. As a result, the net operating loss increased $0.6 million for the
six months ended November 30, 1995 compared to the six months ended November 30,
1995.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 1995, the Company had cash and cash equivalents to
$5,883,000. The Company provided $7.6 million from its operating activities, and
utilized $0.3 million and $3.0 million in its investing and its financing
activities, respectively. The Company reported net income of $0.7 million for
the quarter ended November 30, 1995, versus a net loss of $2.5 million for the
quarter ended November 30, 1994. As a result, the Company has an accumulated
deficit of $47.1 million and a total stockholders' deficiency of $4.6 million as
of November 30, 1995. Additionally, the Company's current assets at November 30,
1995 amounted to approximately $13.1 million and current liabilities were
approximately $22.2 million, resulting in working capital deficiency of
approximately $9.1 million and a negative current ratio of 1:1.7. The Company's
primary use of available cash resources is to fund operations while it seeks to
restore profitability to certain of its freestanding facilities and expand its
behavioral medicine managed care business.

The Company recorded $1.0 million for the gain on the sale of assets
during the second quarter of fiscal 1996. This gain is attributable to the sale
of an operating facility in October 1996 and is included on the statement of
operations.

Current assets as of November 30, 1995 increased by $7.8 million as
compared to August 31, 1995. This increase is predominately related to the
receipt of the Company's fiscal 1995 Federal tax refund which increased cash and
cash equivalents, and the reclassification of assets held for sale to current
from property and equipment and non-current property and equipment held for
sale. These increases were offset by a decline in accounts and notes receivable
at November 30, 1995 of $1.3 million from the prior quarter. This decline is a
result of the sale and closure of two freestanding facilities during the second
quarter of fiscal 1996.

Other assets increased at November 30, 1995 by $1.6 million from August
31, 1995. This increase predominantly represents the amount paid by the Company
as a fee related to its fiscal 1995 Federal tax refund. Such fee is reimbursable
if the IRS should disallow the deductions claimed under Section 172(f) (see Note
4 to the Company's Condensed Consolidated Financial Statements included herein).

Current liabilities at November 30, 1995 increased $0.8 million as
compared to August 31, 1995. This increase is primarily a result of an increase
in accrued claims liabilities for managed care operations as a result of the
increase in business experienced during fiscal 1996.

Long-term debt declined by $2.5 million as of November 30, 1995 when
compared to August 31, 1995 as a result of the payment of the settlement
agreement with the IRS (see Note 5 to the Company's Condensed Consolidated
Financial Statements included herein). Other non-current liabilities increased
by $6.7 million at November 30, 1995. This increase is a result of the tax
refund received by the Company for carryback of fiscal 1995 losses defined under
Section 172(f). A tax benefit has been recognized for $2.4 million of the refund
and the remaining $7.0 million is included in non-current liabilities.

20
<PAGE> 21

Included in current liabilities are $9.5 million of Debentures in
default and immediately due and payable on account of acceleration and $1.2
million of accrued interest as a result of the Company's failure to make
scheduled payments of interest on the Debentures commencing in October 1994. The
Company has agreed to use its best efforts to provide an opportunity for
Debenture holders to tender their Debentures pursuant to an exchange offer to be
made by the Company. This proposed transaction requires the holders of a
majority of the Debentures to give their approval to rescind the acceleration
and the Company to obtain and expend up to $5.5 million of cash during fiscal
1996, over and above cash required to fund other financing, operating and
investing needs. Additionally, the Debenture exchange provides for the Company
to issue $120 worth of its common stock at a defined value for each $1,000 of
Debentures, which may be contingent upon the Company's ability to effect certain
filings with the Securities and Exchange Commission. The ability to timely
proceed with any such proposed filings will, in part, depend upon the ability of
the Company to obtain a consent from its prior auditors for the use of their
report on the Company's consolidated financial statements in such registration
statements. Failure to obtain Debenture holder approval or to accomplish the
Debenture exchange, or, in the alternative, a failure of the Company and the
Debenture holders to otherwise reach a settlement, may cause the Debenture
holders to pursue the involuntary bankruptcy of the Company and/or the Company
to take alternative actions that may include filing for voluntary protection
from creditors. Alternatively, if the Debenture exchange is accomplished, the
elimination of the Debenture's debt service requirement would decrease the
Company's future cash flow requirements. (The foregoing summary does not
constitute an offer to the holders of the Company's Debentures. Any such offer
may only be made pursuant to an exchange offer, and in conformity with the
relevant securities laws, rules and regulations.)

During fiscal 1995, the Company commenced various steps to seek to
reduce the funding of operating losses and cash flow deficits of its
subsidiaries. In previous years, the Company was obligated to support and fund
certain poor performing freestanding facilities that now have been closed,
including two such facilities closed in fiscal 1996 (see Note 3-- "Property and
Equipment Held for Sale"). As a result, the Company will no longer be burdened
with the negative cash flow requirements associated with such facilities. Based
upon a projection of actual performance during fiscal 1995 with adjustments for
reduced cash flow requirements associated with facilities closed and/or sold in
fiscal 1995, known contract and cyclical changes, and also giving consideration
to cash on hand at November 30, 1995 of $5.9 million, management expects the
Company to be able to meet its cash obligations required by operations during
fiscal 1996, including the Company's obligations under the Debentures. However,
the cash needs of the Company may vary from month to month depending upon the
actual level of business activity, and through the second quarter of fiscal 1996
the Company continues to incur losses from ongoing operations. Therefore, no
assurance can be given that the Company will generate adequate cash flows to
meet cash obligations required by operations.

<PAGE> 22

o Included in current and non-current assets are four hospital
facilities designated as property and equipment held for sale
with a total carrying value of $6.2 million. The Company expects
to sell three of these facilities during the current fiscal year.
However, some contracts have not been fully negotiated and
proceeds from the sales or lease of such assets are not expected
to be available by the time the Debenture exchange is expected to
occur. Accordingly, management expects to use such cash proceeds,
if received during fiscal 1996, to fund and expand the Company's
operations and implement the Company's restructuring plans.

o In March 1995, a jury awarded the Company approximately $2.7
million, plus interest, in damages in its lawsuit against
RehabCare Corporation. The defendant has posted a bond for the
amount of the award and has filed an appeal of the judgment.
Management is unable to predict whether any proceeds from this
judgment will be received in fiscal 1996 (see Note 5 to the
Company's Condensed Consolidated Financial Statements included
herein).

o The Company has received a firm commitment from a mutual fund to
purchase in a private placement at least $5.0 million of 15%
fully secured Company notes due no earlier than December 1996 if
offered by the Company.

During the first quarter of fiscal 1996, the Company paid the IRS
approximately $2.3 million pursuant to its settlement agreement (see Note 5 to
the Company's Condensed Consolidated Financial Statements included herein). In
addition, during the second quarter of fiscal 1996, the Company paid the IRS the
remaining balance, including accrued interest, due on the settlement agreement
of approximately $2.5 million.

RISK FACTORS

HISTORY OF LOSSES AND ANTICIPATED FUTURE LOSSES; UNCERTAINTY OF FUTURE
PROFITABILITY

As of November 30, 1995, the Company had a stockholders' deficiency of
$4.6 million, a working capital deficiency of approximately $9.1 million and a
negative current ratio of 1:1.7. The loss from operations for the three months
ended August 31, 1995 was $1.3 million and the net income for the three months
ended November 30, 1995 was $0.7 million.

There can be no assurance that the Company will be able to achieve
profitability and positive cash flows from operations or that profitability and
positive cash flow from operations, if achieved, can be sustained on an ongoing
basis. Moreover, if achieved, the level of that profitability or that positive
cash flow cannot accurately be predicted.

The Company's lack of profitability results also in its failing to
satisfy listing standards of the NYSE. No assurance can be made that the common
stock will continue to trade on the NYSE or that the Company can satisfy the
comparable requirements of any other stock exchange or the NASDAQ stock market.

NEED FOR ADDITIONAL FUNDS; UNCERTAINTY OF FUTURE FUNDING

The Company's negative cash flow from operations has consumed
substantial amounts of cash. Also, the eminent retiring of 7 1/2% Convertible
Subordinated Debentures will require substantial amounts of cash including
payment of default interest and/or payment of $5.5 million in exchange for
surrender of Debentures.

<PAGE> 23

In the event of a failure to accomplish the proposed recession of the
Debentures, the Company may become liable for the entire $9,538,000 principal
amount plus accrued interest from April 15, 1994, estimated at approximately
$1.1 million to October 15, 1995, plus certain other costs.

During fiscal 1995 and 1996, a principal source of liquidity has been
the private sale of debt securities convertible into equity. Under the
shareholder policies of the NYSE, the Company may not be able to effect further
sales of equity without shareholder approval; which if not obtained may
adversely affect the Company with respect to future capital formation.

DISPOSITION OF ASSETS

The Company has been required to dispose of various properties in order
to raise working capital and no assurance can be made that such dispositions
will not have adverse effects on the Company's financial condition or that the
Company has additional assets that could be disposed of or utilized as
collateral in order to fund its capital requirements.

Secured promissory notes have been issued by the Company aggregating
$3.0 million in principal amount, the collateral for which constitutes
substantially all of the Company's remaining freestanding facilities.

In connection with a March 3, 1995 letter agreement with a
representative of the debentureholders, the Company conditionally agreed to
pledge all of the shares of its CareUnit, Inc. subsidiary. The Company has not,
nor does it recognize an obligation to have pledged such shares. The agreement
provides that "At 150 days after the date of this Agreement, provided that the
Participating Securityholders have in each material respect performed (with
opportunity to cure if a cure is possible) their obligations required to be
performed hereunder on or prior to such date, and if the Offer has not then been
consummated, the Company shall pledge (with the Trustee, or an alternate
acceptable to the Company, to act as pledgeholder on terms of a written
agreement containing standard terms reasonably acceptable to the Participating
Securityholders) all of the Shares as collateral for its obligation to purchase
the Securities pursuant to the Offer or otherwise. Such pledge may only be
foreclosed upon following 180 days after the date thereof at the request of any
Securityholder or the Trustee if the Offer is not consummated on or prior to
such date, provided that the Participating Securityholders have in each material
respect performed (with opportunity to cure if a cure is possible) their
obligations required to be performed hereunder on or prior to such date. ...
Upon consummation of the Offer, the said pledges shall be released." Although
the Company believes that the participating Securityholders did not fully
perform their obligations and are not entitled to such pledged shares, no
assurances can be made that the Participating Securityholders will not demand
such shares or that the Company will not be required to perform such agreement,
or otherwise satisfy its obligations to debenture holders.

ENGAGEMENT OF ERNST & YOUNG LLP; DELAYS IN SEC FILINGS

The Company engaged Ernst & Young LLP ("EY") to audit the Company's
financial statements for the year ended May 31, 1995 on or about July 5, 1995.
In addition, the Company may request Arthur Andersen LLP ("Andersen"), the
Company's former auditors, to consent to the inclusion of its audit reports for
the 1993 and 1994 fiscal years in various SEC reports or registration
statements. As indicated by Andersen in its letter addressed to the SEC,
Andersen intends to conduct a due diligence review in order to ascertain whether
it believes that its report could be reissued without modifications, or what
modifications of its report and qualifications or uncertainties therein would be
necessary. The consent of Andersen to use such reports, or in lieu thereof
reports of another auditor (requiring another complete audit of such periods)
will be necessary in order to, among other things, complete the filings related
to the Debenture exchange offer to file registration statements to register
shares of Common Stock under the Securities Act of 1933. In addition, the
Company will solicit shareholder approval for the issuance of Common Stock
pursuant to the Secured Conditional Note Purchase Agreement, and such
solicitation may require a proxy statement that includes financial statements
and auditors' consents.

23
<PAGE> 24

INVOLUNTARY BANKRUPTCY PETITION; ACCELERATION OF INDEBTEDNESS

Despite the dismissal in March 1995 of the involuntary bankruptcy
petition filed against the Company by three purported creditors, no assurance
may be made that such or other persons whom the Company owes any debt could not
file another involuntary petition in bankruptcy court. The Company's 7 1/2%
Convertible Subordinated Debentures continue to be in default, including the
payment default involving interest accruing from April 1994 on approximately
$9.5 million of outstanding face amount, and interest on default interest, and
continue to be purportedly accelerated, and immediately payable in full. To
rescind the acceleration of the Debentures would require written consent of a
majority of the Debentures and the cure of all existing defaults. The Company
has filed and received SEC comments concerning a Schedule 13E-4 and a Schedule
14A for distribution to the debentureholders. No assurances can be made that the
holders of Debentures will consent to rescission of the acceleration or that the
defaults can be cured. The Company's ability to solicit consent of
Debentureholders may be subject to Rule 14a under the Exchange Act, which may
require that the Company provide audited and unaudited financial information to
holders. In the event that the Company does not retire the Debentures as and
when contemplated in the March 3, 1995 letter agreement, Debentureholders who
filed the earlier involuntary petition may file another such petition. Other
creditors may also file such a petition, or institute other actions against the
Company, in order to prevent the Debentureholders from collecting on their debts
in advance of payment to themselves.

TAXES

The Company has received a tax refund of approximately $9.4 million
from the carry back of fiscal 1995 specified losses defined in Section 172(f).
This refund was reduced by a $2.5 million offset for the Company's outstanding
obligation to the Internal Revenue Service ("IRS"), including interest, pursuant
to a settlement agreement relating to tax years 1983 through 1991. Also, a $1.9
million commission was paid to Deloitte & Touche from the refund proceeds.
Section 172(f) is an area of the tax law without substantial legal precedent.
There may be substantial opposition by the IRS to a portion of such claims, and
no assurances can be made as to the ability to retain all tax refunds based on
such deductions. Neither the Company nor the IRS will be precluded in any
resultant tax audit from raising these and additional issues.

The Company's ability to use any Net Operating Losses may be subject to
limitation in the event that the Company issues or agrees to issue substantial
amounts of additional equity. The Company monitors the potential for "change of
ownership" and believes that the exchange of the Note as contemplated will not
cause a "change of ownership;" however, no assurances can be made that future
events will not act to limit the Company's tax benefits.

The Company may be unable to utilize some or all of its allowable tax
deductions or losses, which depends upon factors including the availability of
sufficient net income from which to deduct such losses during limited carryback
and carryover periods.

DEPENDENCE ON REIMBURSEMENT BY THIRD-PARTY PAYORS

The Company's ability to succeed in increasing revenues may depend in
part on the extent to which reimbursement of the cost of such treatment will be
available from government health administration authorities, private health
insurers and other organizations. Third-party payors are increasingly
challenging the price of medical products and services. As a result of
reimbursement changes and competitive pressures, the contractual obligations of
the Company have been subject to intense evaluation.

UNCERTAINTY OF PRICING; HEALTHCARE REFORM AND RELATED MATTERS

The levels of revenues and profitability of healthcare companies may be
affected by the continuing efforts of governmental and third party payors to
contain or reduce the costs of healthcare through various means. In the United
States, there have been, and the Company expects that there will continue to be,
a number of federal and state proposals to implement governmental controls on
the price of healthcare. It is uncertain what legislative proposals will be
adopted or what actions federal, state or private payors for healthcare goods
and services may take in response to any healthcare reform proposals or
legislation. The Company cannot predict the effect healthcare reforms may have
on its business, and no assurance can be given that any such reforms will not
have a material adverse effect on the Company.

24
<PAGE> 25

MANAGEMENT OF EXPANSION

The Company's anticipated growth and expansion into areas and
activities requiring additional expertise, such as managed care, are expected to
place increased demands on the Company's resources. These demands are expected
to require the retention of current management, the addition of new management
personnel and the development of additional expertise by existing management
personnel. The failure to retain or acquire such services or to develop such
expertise could have a material adverse effect on the prospects for the
Company's success.

MANAGEMENT OF TRANSITION

The Company's prospects for success depend, to a degree, on its ability
to successfully implement its current restructuring plans. The failure of the
Company to successfully transition, or any unanticipated or significant delays
in such transition, could have a material adverse effect on the Company's
business. There can be no assurance that the Company will be able to achieve its
planned transition without disruption to its business.

SHARES ELIGIBLE FOR FUTURE SALE

The Company contemplates issuing substantial amounts of equity.
Issuance of these shares, registration thereof pursuant to registration rights
or otherwise, and additional sales of these shares could adversely affect the
trading prices of the Common Stock.

PRICE VOLATILITY IN PUBLIC MARKET

The securities markets have from time to time experienced significant
price and volume fluctuations that may be unrelated to the operating performance
of particular companies. Trading prices of securities of companies in the health
care and managed care sectors have experienced significant volatility.

ANTI-TAKEOVER PROVISIONS

The Company's Restated Certificate of Incorporation provides for 60,000
authorized shares of Preferred Stock, the rights, preferences, qualifications,
limitations and restrictions of which may be fixed by the Board of Directors
without any further vote or action by the stockholders, which could have the
effect of diluting the Common Stock or reducing working capital that would
otherwise be available to the Company. The Company's Restated Certificate of
Incorporation also provides for a classified board of directors, with directors
divided into three classes serving staggered terms. In addition, the Company's
stock option plans generally provide for the acceleration of vesting of options
granted under such plans in the event of certain transactions which result in a
change of control of the Company. In addition, Section 203 of the General
Corporation Law of Delaware prohibits the Company from engaging in certain
business combinations with interested stockholders. In addition each share of
the Company's Common Stock includes one right on the terms, and subject to the
conditions, of the Rights Agreement between the Company and Continental Stock
Transfer & Trust Company. These provisions may have the effect of delaying or
preventing a change in control of the Company without action by the
stockholders, and therefore could adversely affect the price of the Company's
Common Stock.

PART II. - OTHER INFORMATION

ITEM 1. - LEGAL PROCEEDINGS

25
<PAGE> 26

the Company from taking certain action under the Stock Redemption or Restated
Shareholders Agreements and damages in the form of attorneys' fees and costs
allegedly incurred by RehabCare with respect to its issuance of certain
preferred stock and with respect to prior litigation between the parties. The
case was tried before a jury commencing on February 21, 1995. Prior to the
presentation of evidence to the jury, the Court struck RehabCare's counterclaim
in its entirety. On March 8, 1995, the jury returned its verdict awarding the
Company $2,681,250 in damages, plus interest and the costs of the action against
RehabCare for securities fraud and for breach of contract. RehabCare has posted
a bond in the amount of $3.0 million and filed a motion for new trial or in the
alternative, for judgement as a matter of law, which the court denied in its
entirety on August 4, 1995. On September 1, 1995, RehabCare filed a notice of
appeal with the District Court indicating its intent to appeal the matter to the
United States Court of Appeals. Although the Company feels that RehabCare will
not prevail in its appeal, the Company has not recognized any gain with relation
to the judgement. The outcome of this lawsuit will not have an effect on the
Company's results of operations.

In connection with the proposed sale and lease-back of hospitals to CMP
Properties, Inc., a real estate investment trust, the Company advanced $1.1
million to its financial advisor, Mr. Leslie Livingston and Livingston & Co., in
fiscal 1992. The financial advisor was affiliated with several members of the
Company's Board of Directors at that time. The advances, which were to be repaid
if the transaction was not completed, were to be secured by a pledge of common
stock in an unrelated company. The pledged shares of common stock were in the
possession of the Company's primary legal counsel at that time, Schwabe,
Williamson and Wyatt, as collateral for the advances. After the transaction was
terminated, the financial advisor refused to repay the advances and the
Company's legal counsel refused to turn over the collateral to the Company. The
Company has filed an action in the United States District Court for the District
of Oregon (Civil Case No. 94-384 FR) against its former financial advisor and
former legal counsel to recover the advances. The former financial advisor has
counterclaimed against the Company for $1,688,000 for breach of contract and
unjust enrichment. The Company's former law firm has filed a counterclaim for
$193,000 for unpaid legal fees. Management believes that the counterclaims are
without merit and intends to vigorously defend against them and to pursue the
Company's claims. The Company does not expect the outcome of this lawsuit to
have an effect on the Company's results of operations.

Other Litigation

In December 1994, the Company reached a settlement with the Appeals
Office of the Internal Revenue Service ("IRS") on a payroll tax audit for the
calendar years 1983 through 1991. Pursuant to this settlement the Company agreed
to pay the IRS $5.0 million with the Company having no obligation to pay any
penalties or accrued interest. The IRS agent conducting the audit asserted that
certain physicians, psychologists and other staff engaged as independent
contractors by the Company should have been treated as employees for payroll tax
purposes. The settlement was reviewed and accepted on behalf of the IRS by its
district counsel. Payment terms have been accepted at 50% within 90 days of
finalization with the remainder financed over the next five years. The unpaid
balance bears interest at 9% per annum due and payable after the $5.0 million is
paid. The Company had accrued for this settlement amount over several previous
fiscal years and, as a result, there was no impact on the Company's current year
financial statements for this settlement. The Company's future statements of
operations will reflect the interest expense related to the outstanding
settlement amount. In March 1995, the Company paid $350,000 to the IRS against
the initial payment due. In return, the IRS granted the Company an additional
120 days to pay the remaining balance of $2,150,000. In July 1995, the Company
paid the remaining balance of the initial payment, and continued to make the
monthly installment payments pursuant to the terms of the settlement through
September 1995. In October 1995, the Company paid the remaining balance
outstanding, including accrued interest, of $2.5 million. The Company

26
<PAGE> 27

utilized the proceeds from the 1995 Federal income tax refund to make such
payment (see Note 4 to the Company's Condensed Consolidated Financial Statements
included herein).

An involuntary bankruptcy petition was dismissed on March 6, 1995
pursuant to an agreement dated March 3, 1995 between the Company and a
representative of the petitioners. Under such agreement the Company has agreed,
subject to the conditions therein, to offer to exchange for its outstanding
7 1/2% Convertible Subordinated Debentures a combination of cash and shares.
See Note 2 to the Company's Condensed Consolidated Financial Statements for a
discussion of the Company's default in the payment of interest on its 7 1/2%
Convertible Subordinated Debentures and the consequent acceleration of the full
principal amount thereof. The foregoing is intended to disclose an event, and
does not constitute an offer to the holders of the Company's Debentures. Any
such offer may only be made pursuant to an exchange offer, and in conformity
with the relevant securities laws, rules and regulations.

In October 1994, the New York Stock Exchange, Inc. ("NYSE") notified
the Company that it was below certain quantitative and qualitative listing
criteria in regard to net tangible assets available to common stock and three
year average net income among other items. The Listing and Compliance Committee
of the NYSE has determined to monitor the Company's progress toward returning to
continuing listing standards. Management anticipates that, at a minimum, success
in completing the rescission of the Debenture acceleration "global
restructuring" (see Note 2 to the Company's Condensed Consolidated Financial
Statement included herein) and a return to profitability will be necessary in
order to satisfy the Committee of the Company's progress. The Company met with
representatives of the NYSE during the second quarter of fiscal 1995 and during
the first quarter of fiscal 1996, to discuss the Company's financial condition.
During fiscal 1995 the Company issued shares without seeking approval of
shareholders pursuant to the exception to the NYSE shareholder approval policy
for financially distressed companies.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

See the discussion contained in the third paragraph under "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources" for a discussion of the Company's default in
the payment of interest on its 7 1/2% Convertible Subordinated Debentures, and
the acceleration thereof.

In October 1994, the New York Stock Exchange, Inc. ("NYSE") notified
the Company that it was below certain quantitative and qualitative listing
criterion in regard to net tangible assets available to common stock and three
year average net income among other items. The Listing and Compliance Committee
of the NYSE has determined to monitor the Company's progress toward returning to
original listing standards. Management anticipates that the "global
restructuring" (see Note 2 to the Company Condensed Consolidated Financial
Statements included herein) will be necessary to satisfy the Committee of the
Company's progress. The Company met with representatives of the NYSE during the
second quarter of fiscal 1995 and the first quarter of fiscal 1996 to discuss
the Company's financial condition and intention to issue shares without seeking
approval of shareholders pursuant to the exception to the NYSE policy for
financially distressed companies.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The results of the Company's Annual Shareholders' Meeting were reported
in the Company's Report on Form 8-K dated November 9, 1995.

<PAGE> 28

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

27 Financial Data Schedules (filed herewith).

(b) Reports on Form 8-K

1) The Company filed a current report on Form 8-K dated November 9,
1995, under Item 5, to report: a) results of the Annual
Shareholders' Meeting which included the election of a Class III
Director; b) adoption of the Comprehensive Care Corporation 1995
Incentive Plan; and c) adoption of the Amended and Restated
Non-Employee Directors' Stock Option Plan.

2) The Company filed a current report on Form 8-K dated November 15,
1995 on Form 8-K, under Item 5, to report the resignation of Mr.
Rudy R. Miller from the Board of Directors.

3) The Company filed a current report on Form 8-K, dated November 30,
1995, under Item 5, to report that the Company had entered into a
Secured Conditional Exchangeable Note Purchase Agreement for $1.0
million.

<PAGE> 29

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

COMPREHENSIVE CARE CORPORATION

June 20, 1996 By /s/ DREW Q. MILLER
----------------------------
Drew Q. Miller
Senior Vice President,
Chief Operating Officer
and Chief Financial Officer
(Principal Financial Officer)

June 20, 1996 By /s/ KERRI RUPPERT
--------------------------------
Kerri Ruppert
Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer)

29
<PAGE> 30
COMPREHENSIVE CARE CORPORATION

EXHIBIT INDEX

SECOND QUARTER ENDED NOVEMBER 30, 1995

Exhibit No. Description
- ----------- -----------

27 Financial Data Schedules (filed herewith).

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 5,883
<SECURITIES> 0
<RECEIVABLES> 2,600
<ALLOWANCES> 1,034
<INVENTORY> 0
<CURRENT-ASSETS> 13,089
<PP&E> 18,573
<DEPRECIATION> 8,824
<TOTAL-ASSETS> 27,363
<CURRENT-LIABILITIES> 22,153
<BONDS> 2,162
0
0
<COMMON> 27
<OTHER-SE> (4,592)
<TOTAL-LIABILITY-AND-EQUITY> 27,363
<SALES> 16,380
<TOTAL-REVENUES> 17,480
<CGS> 14,806
<TOTAL-COSTS> 14,806
<OTHER-EXPENSES> 3,705
<LOSS-PROVISION> 669
<INTEREST-EXPENSE> 743
<INCOME-PRETAX> (3,126)
<INCOME-TAX> (2,536)
<INCOME-CONTINUING> (590)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (590)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)

</TABLE>