<PAGE> 1
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 1996
Commission File Number 0-17401
OPTIMUMCARE CORPORATION
(Exact name of registrant specified in its charter)
DELAWARE 33-0218003
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30011 IVY GLENN DRIVE, STE 219
LAGUNA NIGUEL, CA 92677
(714) 495-1100
(Registrants telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if
changed since last report).
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 periods
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, $.001 par value 4,963,509
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INDEX
OPTIMUMCARE CORPORATION
PART I FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited)
Balance Sheets as of March 31, 1996 and 3
December 31, 1995
Statements of Income for the Three Months 4
Ended March 31, 1996 and 1995
Statements of Cash Flows for the Three 5
Months Ended March 31, 1996 and 1995
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
PART II OTHER INFORMATION 10
SIGNATURE 12
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<PAGE> 3
OPTIMUMCARE CORPORATION
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1996 1995
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS
CASH $ 102,005 $ 170,932
ACCOUNTS RECEIVABLE, NET 1,775,975 1,536,693
PREPAID EXPENSES 28,194 31,487
----------- -----------
TOTAL CURRENT ASSETS 1,906,174 1,739,112
NOTES RECEIVABLE FROM OFFICER 155,000 155,000
FURNITURE AND EQUIPMENT, LESS ACCUMULATED
DEPRECIATION OF $37,336 AT MARCH 31, 1996
AND $34,382 AT DECEMBER 31, 1995 22,501 25,617
DEFERRED ACQUISITION COSTS 176,062 138,753
TRADENAME, LESS ACCUMULATED AMORTIZATION
OF $1,070 AT MARCH 31, 1995 AND $1,020 AT
DECEMBER 31, 1995 1,004 1,055
----------- -----------
TOTAL ASSETS $ 2,260,741 $ 2,059,537
=========== ===========
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 194,461 $ 192,743
ACCRUED LIABILITIES 278,905 188,788
----------- -----------
TOTAL CURRENT LIABILITIES 473,367 381,531
NOTE PAYABLE TO BANK 240,334 166,000
STOCKHOLDERS' EQUITY
COMMON STOCK, $.001 PAR VALUE; AUTHORIZED
20,000,000 SHARES, 4,963,509 SHARES
ISSUED AND OUTSTANDING AT MARCH 31, 1996
AND 4,923,509 SHARES ISSUED AND
OUTSTANDING AT DECEMBER 31, 1995 4,964 4,924
PAID-IN-CAPITAL 2,953,054 2,927,593
ACCUMULATED DEFICIT (1,410,977) (1,420,511)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY $ 1,547,040 $ 1,512,006
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,260,741 $ 2,059,537
=========== ===========
</TABLE>
See notes to financial statements.
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OPTIMUMCARE CORPORATION
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
REVENUES $2,220,445 $1,489,372
INTEREST INCOME 1,562 1,505
---------- ----------
$2,222,007 $1,490,877
---------- ----------
OPERATING EXPENSES:
COSTS OF SERVICES PROVIDED $1,935,925 $1,117,818
PROVISION FOR DOUBTFUL ACCOUNTS 0 0
GENERAL AND ADMINISTRATIVE 265,831 221,249
INTEREST 5,717 612
---------- ----------
2,207,473 1,339,679
---------- ----------
INCOME BEFORE INCOME TAXES 14,534 151,198
INCOME TAXES 5,000 17,800
---------- ----------
NET INCOME $ 9,534 $ 133,398
========== ==========
NET INCOME
PER COMMON SHARE $ 0.00 $ 0.02
========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 5
OPTIMUMCARE CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING
MARCH 31 MARCH 31
1996 1995
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 9,534 $ 133,397
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation & Amortization 3,005 2,043
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts receivable, net (239,282) 39,814
Decrease in notes receivable from officers 0 6,628
(Increase)/Decrease in prepaid expenses 3,293 (455)
Increase in accounts payable 1,718 12,624
Increase in accrued liabilities 90,117 43,604
--------- ---------
CASH AND CASH EQUIVALENTS (USED)/
PROVIDED BY OPERATING ACTIVITIES (131,615) 237,655
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of furniture & equipment 0 (1,800)
Proceeds from sale of furniture & equipment 163 0
Deferred acquisition costs (37,309) 0
--------- ---------
CASH AND CASH EQUIVALENTS (USED)
IN INVESTING ACTIVITIES (37,146) (1,800)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options 25,500 0
Note payable from bank 74,334 0
--------- ---------
CASH AND CASH EQUIVALENTS PROVIDED BY
FINANCING ACTIVITIES 99,834 0
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (68,927) 235,855
Cash and cash equivalents at beginning of period 170,932 36,657
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 102,005 $ 272,512
========= =========
</TABLE>
See notes to financial statements.
<PAGE> 6
OPTIMUMCARE CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements for the three month period ended
March 31, 1996 have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1996 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1996. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Form 10-K for the year ended December 31, 1995.
NOTE B -- INCOME TAXES
The provision for income taxes represent current Federal and State income taxes.
At March 31, 1996, the Company has unused Federal and State net operating loss
carryforwards of approximately $1,179,000 and 16,000 respectively which begin to
expire in 2003. The provision for Federal income taxes is computed on annualized
alternative minimum taxable income at the alternative minimum tax rate. The
provision for State income taxes is computed on annualized taxable income at
current rates.
NOTE C -- NET INCOME PER SHARE
Net income per share is computed using the weighted average number of common
shares outstanding giving effect to common stock equivalents arising from stock
options of 6,557,019 and 6,301,461 for the three months ended March 31, 1996 and
March 31, 1995 respectively. The weighted average number of common shares
outstanding has been retroactively restated for a 20% stock dividend issued in
October 1996 (Note E). Common share equivalents arising from stock options have
not been restated as anti-dilution rights have not been granted to the option
holders.
NOTE D -- NEW BUSINESS
On April 17, 1996, the Company entered into an agreement with Coast Plaza
Doctor's Hospital to manage a partial hospitalization program in Norwalk,
California.
On April 25, 1996, the Company entered into an agreement with Friendship
Community Mental Health Center to manage a partial hospitalization program in
Phoenix, Arizona.
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NOTE E -- SUBSEQUENT EVENT
On April 19, 1996, the Company completed the acquisition of a 70% interest in
certain contracts of Professional Care Source, Inc. through the formation of
OptimumCare Source, LLC (the "LLC"). The Company acquired a 70% ownership
interest in the LLC and Professional Care Source, Inc. holds a 30% ownership
interest in the LLC. The Company considers the LLC to be a 70% owed subsidiary
of the Company. The company paid $11,000 in cash to each of the three principals
of Professional Care Source, Inc. and made an initial contribution of $50,000 to
the LLC for working capital. The Company is required to purchase all of
Professional CareSource, Inc.'s interest in the LLC by April 29, 2001, but may
elect to purchase the interest at any time after April 29, 2000 at a specified
price, which approximates Professional CareSource's ownership percentage in the
LLC multiplied by five (5) times the LLC's net profit after taxes as reflected
on its most recent Form 1065 after agreed upon taxes.
Three principals of Professional CareSource, Inc. were each given one year
employment contracts with the LLC. In connection with the employment agreement,
the Company granted non-qualified stock options to purchase 33,000 shares of
common stock at $.92 per share, which vest over five years, to each of the
principals of Professional Care Source, Inc. Optimum Care Source, LLC,
headquartered in Southern California, provides mental health services at long
term care facilities.
The purchase method of accounting will be used to record the transaction. The
deferred acquisition costs associated with the purchase will be amortized under
the straight line method over five years.
The Company intends to acquire certain assets of Giem, Guerra & Myers, Inc.
(previously referred to as Psychological HealthCare, Inc. in the Company's 1995
10-K). The Company and Giem, Guerra & Myers, Inc. are working together to
determine the most appropriate structure for the acquisition. It is anticipated
that the transaction will be consummated during the fourth quarter of 1996 or
the first quarter of 1997.
A 20% stock dividend was declared by the Board of Directors on August 14,1996
for shareholders of record on October 1, 1996. The stock dividend was issued on
October 18, 1996. Earnings per share amounts for the three months ended March
31, 1996 and March 31, 1995 have been retroactively restated in the unaudited
financial statements to reflect the stock dividend.
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<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
MATERIAL CHANGES IN FINANCIAL CONDITION
At March 31, 1996 and December 31, 1995, the Company's working capital was
$1,432,807 and $1,357,581 respectively. The nature of the Company's business
requires significant working capital to fund operations of its programs as well
as to fund corporate expenditures until receivables can be collected. Moreover,
because each of the existing contracts represents a significant portion of the
Company's business, the inability to collect any of the accounts receivable
could materially and adversely affect the Company's liquidity.
Cash flows from operations were ($131,615) and $237,655 for the periods ended
March 31, 1996 and 1995, respectively. The decrease was attributable to
increased corporate marketing and development costs and cash flow deficiencies
from two programs which the Company began managing in November, 1995 and
January, 1996 respectively. Positive cash flow from these two new programs
should begin during the second quarter of 1996.
Cash flows used in investing activities were ($37,146) and $1,800 for the
periods ended March 31, 1996 and 1995, respectively. The decrease in cash was
primarily attributable to deferred acquisition costs incurred in connection with
the proposed acquisitions of two companies performing complimentary mental
health services. One of which was consummated on April 24, 1996.
The cash flows from financing activities were $99,834 and $0 for the periods
ended March 31, 1996 and 1995, respectively. The increase was due to draws on
the Company's line of credit agreement with a bank and the exercise of stock
options by two employees. The credit agreement expires July 1, 1996, but is
convertible into a one year term loan with an initial due date of May 1, 1997
but with a five (5) year repayment schedule. As of April 25, 1996, approximately
$221,000 is available for future draws on the line of credit agreement. The
Company's principal sources of liquidity for the fiscal year 1996 are cash on
hand, accounts receivable, the line of credit with a bank and continuing
revenues from programs.
-8-
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MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended March 31, 1996 compared to Three Months Ended March 31, 1995
The Company operated thirteen (13) programs during the three months ended March
31, 1996 and 1995. The Company currently has fifteen (15) operating programs.
Net Revenues were $2,220,445 and $1,489,372 for the three months ended March 31,
1996 and 1995, respectively. The increase in revenues in 1996 over 1995 is due
to the different mix of operating programs among periods. The Company is
currently earning a larger fee for managing the programs which exist at March
31, 1996 versus those which existed at March 31, 1995. In addition, the volume
of patient days treated through programs at March 31, 1996 is greater than those
treated through programs which existed at March 31, 1995.
Cost of services provided were $1,935,925 and $1,117,818 for the three months
ended March 31, 1996 and 1995 respectively. The increase in the cost of services
provided among periods is primarily due to the increase in treating patient
volume among periods and an expanded scope of services provided in connection
with certain contracts such as nursing, transportation and lease costs.
Selling, general and administrative expenses for the three months ending March
31, 1996 have increased over the three months ending March 31, 1995 due to
increased corporate marketing wages and activities, and various professional
fees incurred with the Company's contract and business acquisition efforts.
Net income was $9,534 and $133,398 for the three months ending March 31, 1996
and 1995, respectively. The decrease was primarily attributable to increased
cost of services provided and increased sales and marketing efforts.
The decrease in cash flow from operations among periods is due to lower net
income among periods ($123,863) attributable to increased marketing and
development costs and operating deficiencies from two programs, which the
Company began managing in November, 1995 and January, 1996, respectively. The
increase in accounts receivable, $239,282, is due to the expanded volume of
business. The Company's percentage of agings among periods are comparable. A
portion of the decrease in cash flow due to new program expenses was mitigated
by permitting the increase in accrued liabilities, $90,117. The increase in cash
flows from financing activities was due to draws on the Company's line of credit
agreement with a bank to finance the expenses, associated with an expanded
volume of business.
The Company does not know of any events which are likely to materially change
the costs of operating its Programs; however the gross profit on Programs which
have matured, are typically greater than those in the early stages of
development. Historically, Programs begin to reach their maturity within 90 to
120 days of initial operation. During the three months ending March 31, 1996 and
1995, the mix of programs changed significantly. As the newly obtained programs
continue to mature and the mix of individual operating programs begins to
stabilize, revenues should increase and gross profit should rise favorably and
disproportionately to the increase in cost for such Programs. Conversely, if the
patient census and the resulting revenue decreases (especially below the minimum
break even level) costs will be disproportionately high in relation thereto
which would adversely impact the results of operations and the Company's
available resources. In that event, the Company may not have enough operating
capital to continue operations.
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<PAGE> 10
The Company's revenue is expected to increase for the remainder of 1996 due to
higher census under existing contracts and a larger number of programs
operational for the entire year. Marketing plans for expanding the volume of the
business by obtaining new contracts for programs and expanding the scope of
mental health services offered by the acquisition of complementary businesses
currently exist and are being implemented. However, it is uncertain at this
time, to what extent the Company's fixed costs will be impacted by this
expansion. Due to the Company's dependence on a relatively small customer base
presently consisting of only six (6) hospitals and one community mental health
center, the loss of any of its customers could have a significant adverse effect
on the Company's operations.
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<PAGE> 11
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Not applicable.
ITEM 2 CHANGES IN SECURITIES
Not applicable.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5 OTHER INFORMATION
On April 17, 1996, the Company entered into a five year agreement with Coast
Plaza doctor's Hospital to manage a twenty (20) chair partial hospitalization
program in Norwalk, California.
On April 19, 1996, the Company entered into an agreement with Professional
CareSource, Inc. to form a limited liability company, Optimum Care Source, LLC
(LLC). In exchange for a 70% ownership interest in the LLC, the Company agreed
to contribute a maximum of $200,000 of working capital to the LLC. In connection
with the formation of the LLC, the Company has paid $11,000 in cash. The Company
is required to purchase all of Professional CareSource, Inc.'s interest in the
LLC by April 29, 2001, but may elect to purchase the interest at any time after
April 29, 2000 at a specified price, which approximates Professional
CareSource's ownership percentage in the LLC multiplied by five (5) times the
LLC's net profit after taxes as reflected on its most recent Form 1065 after
agreed upon taxes.
Three principals of Professional CareSource, Inc. were each given one year
employment contracts with the LLC. In connection with the employment agreement,
the Company granted non-qualified stock options to purchase 33,000 shares of
common stock at $.92 per share, which vest over five years, to each of the
principals of Professional Care Source, Inc. Optimum Care Source, LLC,
headquartered in Southern California, provides mental health services at long
term care facilities.
On April 25, 1996, the Company entered into a three year agreement with
Friendship Community Mental Health Center to manage a twenty-five (25) chair
partial hospitalization program in Phoenix, Arizona.
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ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
10.76 Agreement between Coast Plaza Doctor's Hospital and the Company dated
April 17, 1996.
10.77 Operating Agreement for Optimum Care Source, LLC.
10.78 Master Joint Venture Agreement between Professional CareSource, Inc.
and the Company dated April 19, 1996.
10.79 Employment Agreement between Margaret M. Minnick and Optimum Care
Source, LLC.
10.80 Employment Agreement between Teri L. Jolin and Optimum Care Source,
LLC.
10.81 Employment Agreement between Joseph H. Dadourian and Optimum Care
Source, LLC.
10.82 Registration Agreement between Professional CareSource, Inc. and the
Company dated April 24, 1996.
10.83 Non-qualified stock option Agreement between Joseph H. Dadourian and
the Company dated April 24, 1996.
10.84 Non-qualified stock option Agreement between Teri L. Jolin and the
Company dated April 24, 1996.
10.85 Non-qualified stock option Agreement between Margaret M. Minnick and
the Company dated April 24, 1996.
10.86 Agreement between Friendship Community Mental Health Center and the
Company dated April 25, 1996.
27 Financial Data Schedule
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<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
OPTIMUMCARE CORPORATION
A Delaware Corporation
Dated January 21, 1997 By: /s/ EDWARD A. JOHNSON
---------------- ---------------------------
Edward A. Johnson
President & Principal
Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000820474
<NAME> OPTIMUM CARE CORPORATION
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 102,005
<SECURITIES> 0
<RECEIVABLES> 1,775,975
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,906,174
<PP&E> 22,501
<DEPRECIATION> 37,336
<TOTAL-ASSETS> 2,260,741
<CURRENT-LIABILITIES> 473,367
<BONDS> 240,334
0
0
<COMMON> 4,964
<OTHER-SE> 2,953,054
<TOTAL-LIABILITY-AND-EQUITY> 2,260,741
<SALES> 2,220,445
<TOTAL-REVENUES> 2,222,007
<CGS> 1,935,925
<TOTAL-COSTS> 2,207,473
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,717
<INCOME-PRETAX> 14,534
<INCOME-TAX> 5,000
<INCOME-CONTINUING> 9,534
<DISCONTINUED> 0
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<NET-INCOME> 9,534
<EPS-PRIMARY> .00
<EPS-DILUTED> 0
</TABLE>
