<PAGE> 1
FORM 10-Q
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, 2000
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
- -------------------------------- -------------------
(949) 495-1100
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(Registrants telephone number, including area code)
Not Applicable
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(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.
<TABLE>
<CAPTION>
Class Number of Shares Outstanding
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<S> <C>
Common Stock, $.001 par value 5,933,675
</TABLE>
1
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INDEX
OPTIMUMCARE CORPORATION
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
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<S> <C>
Item 1. Financial Statements (Unaudited)
Report on Review by Independent Certified Public Accountants 3
Condensed Consolidated Balance Sheets 4
as of March 31, 2000 and December 31, 1999
Condensed Consolidated Statements of Income 5
for the Three Months Ended March 31, 2000 and 1999
Condensed Consolidated Statements of Cash Flows 6
for the Three Months Ended March 31, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
Statement by Management Concerning Review of Interim 11
Information by Independent Certified Public Accountants
Item 3. Quantitative and Qualitative Disclosures 11
about Market Risk
PART II OTHER INFORMATION 12
SIGNATURE 13
</TABLE>
2
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May 4, 2000
Independent Accountants' Review Report
To the Board of Directors of OptimumCare Corporation:
We have reviewed the accompanying condensed consolidated balance sheet
of OptimumCare Corporation and its subsidiary as of March 31, 2000, and the
related condensed consolidated statements of income and cash flows for the three
months then ended, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of OptimumCare Corporation.
A review of interim financial information consists principally of
inquiries of Company personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31, 1999 and
the related consolidated statements of income, stockholders' equity, and cash
flows for the year then ended (not presented herein), and in our report dated
February 29, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1999 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
/s/ Lesley, Thomas, Schwarz & Postma, Inc.
A Professional Accountancy Corporation
Newport Beach, California
3
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
2000 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS
CASH $ 803,712 $ 283,227
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE OF $0 AT
MARCH 31, 2000 AND DECEMBER 31, 1999 2,358,609 2,621,181
NOTE RECEIVABLE FROM OFFICER 78,000 156,000
PREPAID EXPENSES 38,374 30,837
DEFERRED TAX ASSET 27,295 24,457
---------- ----------
TOTAL CURRENT ASSETS 3,305,990 3,115,702
NOTES RECEIVABLE FROM OFFICER 216,570 236,070
FURNITURE AND EQUIPMENT, LESS ACCUMULATED
DEPRECIATION OF $176,756 AT MARCH 31, 2000
AND $170,716 AT DECEMBER 31, 1999 27,340 32,268
DEFERRED TAX ASSET 22,745 25,994
OTHER ASSETS 52,311 52,311
---------- ----------
TOTAL ASSETS $3,624,956 $3,462,345
========== ==========
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 184,002 $ 177,903
ACCRUED VACATION 54,022 44,926
ACCRUED EXPENSES 228,948 192,353
---------- ----------
TOTAL CURRENT LIABILITIES 466,972 415,182
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $.001 PAR VALUE; AUTHORIZED
10,000,000 SHARES, 0 SHARES ISSUED, AND
OUTSTANDING AT MARCH 31, 2000 AND
AND DECEMBER 31,1999
COMMON STOCK, $.001 PAR VALUE; AUTHORIZED
20,000,000 SHARES, 5,908,675 SHARES ISSUED
AND OUTSTANDING AT MARCH 31, 2000,
5,883,675 SHARES ISSUED AND OUTSTANDING
AT DECEMBER 31,1999 5,909 5,884
PAID-IN-CAPITAL 2,403,706 2,387,793
RETAINED EARNINGS 748,369 653,486
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TOTAL STOCKHOLDERS' EQUITY $3,157,984 $3,047,163
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,624,956 $3,462,345
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
4
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH MARCH
2000 1999
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<S> <C> <C>
REVENUES $2,140,553 $2,497,758
INTEREST INCOME 9,911 9,640
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2,150,464 2,507,398
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OPERATING EXPENSES:
COSTS OF SERVICES PROVIDED 1,532,909 2,043,722
UNCOLLECTIBLE ACCOUNTS 130,769 0
GENERAL AND ADMINISTRATIVE 321,475 371,504
INTEREST 240 1,282
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1,985,393 2,416,508
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INCOME BEFORE INCOME TAXES 165,071 90,890
INCOME TAXES 70,188 24,179
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NET INCOME $ 94,883 $ 66,711
========== ==========
BASIC EARNINGS PER SHARE $ 0.02 $ 0.01
========== ==========
DILUTED EARNINGS PER SHARE $ 0.02 $ 0.01
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
5
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING
MARCH 31 MARCH 31
2000 1999
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<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 94,883 $ 66,712
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation & Amortization 6,040 11,853
Uncollectible Accounts 130,769 0
Deferred taxes 411 (3,446)
Changes in operating assets and liabilities:
Decrease/(Increase) in accounts receivable, net 131,803 (125,735)
(Increase)/Decrease in prepaid expenses (7,537) 25,629
Decrease in other assets 0 461
Increase in accounts payable 6,099 6,566
Increase in accrued vacation 9,096 11,953
Increase/(Decrease) in accrued liabilities 36,595 (1,338)
--------- ---------
CASH AND CASH EQUIVALENTS PROVIDED/(USED)
IN OPERATING ACTIVITIES 408,159 (7,345)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of furniture & equipment (1,112) (8,631)
Payments on note receivable from officer 97,500 0
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CASH AND CASH EQUIVALENTS PROVIDED/(USED)
IN INVESTING ACTIVITIES 96,388 (8,631)
CASH FLOW FROM FINANCING ACTIVITIES
Note payable from bank proceeds 0 250,000
Note payable from bank paydowns 0 (250,000)
Exercise of stock options 15,938 0
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CASH AND CASH EQUIVALENTS PROVIDED
BY FINANCING ACTIVITIES 15,938 0
INCREASE/(DECREASE) IN
CASH AND CASH EQUIVALENTS 520,485 (15,976)
Cash and cash equivalents at beginning of period 283,227 188,636
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 803,712 $ 172,660
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
6
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OPTIMUMCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements include the accounts of the
Company and its majority owned subsidiary, OptimumCare Source LLC. All
significant intercompany transactions, if any, have been eliminated. The
unaudited financial statements included herein 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, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000. 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, 1999.
NOTE B - - UNCOLLECTIBLE ACCOUNTS
During the fourth quarter of 1999, the company was informed by Friendship
Community Mental Health Center (FCMHC) that it received an adjustment to its
cost report for the period ending June 30, 1997 of approximately $300,000 for
its Medicare program. During April 2000, the Company was informed that
additional amounts were owed for cost reporting years subsequent to June 30,
1997. The majority of the adjustment pertained to bad debts deducted by FCMHC
disallowed by the Healthcare Financing Administration (HCFA). FCMHC is in the
process of contesting HCFA's findings. Since FCMHC does not have the funds to
pay the audit assessment, HCFA is currently withholding all payments to FCMHC
for patients serviced by the program. As a result, FCMHC has not been able to
pay the Company's management fees. The Company wrote off approximately $300,000
in accounts receivable related to this event during the last quarter of 1999.
For the three months ending March 31, 2000, the Company has written off
approximately $130,000 related to this event.
7
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NOTE C - - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
2000 1999
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<S> <C> <C>
Numerator $ 94,883 $ 66,712
Denominator:
Denominator for basic earnings per
share - weighted-average shares 5,904,005 5,919,897
Dilutive employee stock options 190,004 30,907
---------- ----------
Denominator for diluted earnings per
share 6,094,009 5,950,804
========== ==========
Basic earnings per share $ .02 $ .01
Diluted earnings per share $ .02 $ .01
</TABLE>
NOTE D - - SUBSEQUENT EVENT
Effective April 1, 2000, the Company terminated its contract to manage the
Partial Hospitalization Program at Rhema Behavioral Health Center in Houston,
Texas. The Company began managing the program in October 1999.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains statements which are forward-looking in time and involve
risks and uncertainties, including the risks associated with plans, the effects
of changing economic and competitive conditions, government regulation which may
affect facilities, licensing, healthcare reform which may affect payment amounts
and timing, availability of sufficient working capital, Program development
efforts and timing and market acceptance of new Programs which may affect future
sales growth and/or costs of operations.
MATERIAL CHANGES IN FINANCIAL CONDITION
At March 31, 2000 and December 31, 1999, the Company's working capital was
$2,839,018 and $2,700,520, respectively. The increase in working capital for the
period is primarily due to the Company's net income. 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.
Despite the write-off of the Friendship receivable discussed in Note B of the
Notes to the Condensed Consolidated Financial Statements, the Company has been
able to effectively manage collections on other receivables and payments for
services in a manner which has not impaired its working capital. As of April 5,
2000, FCMHC estimates that it still owes approximately $80,000 to HCFA and that
its debt should be paid off within the next 60 days. The Company has a contract
with FCMHC which expires 2002. The Company believes that there is value in
retaining the contract due to the difficulty in obtaining new Medicare Provider
numbers and the fact that FCMHC is the only partial hospitalization program
currently operating in Phoenix, Arizona.
Cash flows from operations were $408,159 and ($7,345) for the periods ended
March 31, 2000 and 1999, respectively. Positive cash flow for the three months
ended March 31, 2000 is primarily due to net income for the period and
collections on receivables.
Cash flows from investing activities were $96,388 and ($8,631) for the periods
ended March 31, 2000 and 1999, respectively. Positive cash flow for the three
months ended March 31, 2000 is primarily due to payments the Company received on
a note receivable from an officer. Funds used for the prior period were expended
for office furniture and equipment.
Cash flows of $15,938 provided by financing activities were obtained from the
exercise of one employee stock option. Cash of $250,000 was drawn and repaid
under the Company's line of credit during the period ended March 31, 1999. The
line of credit expires May 1, 2000. The maximum indebtedness is $1,500,000.
Amounts allowable for draw are based on 75% of certain qualified accounts
receivable. As of April 12, 2000, approximately $810,000 is available for future
draws on the line of credit agreement. It is expected that the line of credit
will be renewed on similar terms. The Company's principal sources of liquidity
for the fiscal year 2000 are cash on hand, accounts receivable, the line of
credit with a bank and continuing revenues from programs.
9
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MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999
The Company operated eleven (11) programs during the three months ended March
31, 2000 and ten (10) programs during the three months ended March 31, 1999. Net
Revenues were $2,140,553 and $2,497,758 for the three months ended March 31,
2000 and 1999, respectively. The decrease in net revenues among periods is due
to the restructuring of three contracts with two hospitals which resulted in
lower management fees earned by the Company.
Cost of services provided were $1,532,909 and $2,043,722 for the three months
ended March 31, 2000 and 1999, respectively. The decrease in cost of services
provided among periods is due to the restructuring of certain contracts
mentioned above. These host hospitals have assumed some of the services
(primarily nursing) which the Company has historically provided.
Uncollectible accounts at March 31, 2000 represents the write-off of the
receivables generated from the Friendship receivable during the three months
ending March 31, 2000 as previously discussed in Note B to the Condensed
Consolidated Financial Statements. No similar situation existed during the three
month period ending March 31, 1999.
Selling, general and administrative expenses for the three months ending March
31, 2000 have decreased from the three months ending March 31, 1999. This is
primarily due to termination of the Company's contract with an independent
public relations firm, which occurred April 30, 1999.
The Company's income taxes have increased for the three months ending March 31,
2000 over the three months ended March 31, 1999 due to larger pretax earnings
and lower deferred tax assets.
Net income was $94,883 and $66,711 for the three months ending March 31, 2000
and 1999. Higher net income occurred due to a larger operating profit offset by
higher income taxes.
The Company anticipates the costs of operating its current programs to remain
stable. In addition, it hopes to expand the number of operational programs
during the remainder of 2000. Sites in Long Beach, California and Portland,
Oregon have been retained for potential partial hospitalization programs.
Marketing plans for expanding the volume of the business by obtaining new
contracts with host hospitals and community mental health centers for programs
also exist. It is uncertain at this time, to what extent the Company's fixed
costs will be impacted by expansion. Due to the Company's dependence on a
relatively small customer base presently consisting of five 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.
10
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STATEMENT BY MANAGEMENT CONCERNING REVIEW OF INTERIM FINANCIAL INFORMATION BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The March 31, 2000 condensed consolidated financial statements included in this
filing on Form 10-Q have been reviewed by Lesley, Thomas, Schwarz & Postma,
Inc., independent certified public accountants, in accordance with established
professional standards and procedures for such review. The report of Lesley,
Thomas, Schwarz & Postma, Inc. commenting upon their review accompanies the
condensed consolidated financial statements included in Item 1 of Part 1.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Immaterial.
11
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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
Not applicable.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 15: Accountants' Acknowledgement
Exhibit 27: Financial Data Schedule
During January 2000, the Company filed an 8-K, 8-K/A and 8-K/A2
reporting a change in certifying accountants.
12
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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: May 5, 2000 By: /s/ EDWARD A. JOHNSON
-------------------------------
Edward A. Johnson
Chairman of the Board
& Principal Financial Officer
13
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
EXHIBIT 15 ACCOUNTANTS' ACKNOWLEDGEMENT
EXHIBIT 27 FINANCIAL DATA SCHEDULE
</TABLE>
<PAGE> 1
EXHIBIT 15
May 4, 2000
Accountants' Acknowledgment
We acknowledge the incorporation by reference in the Registration
Statements (Form S-8 No. 333-08833, No. 33-78340 and No. 333-41379) of
OptimumCare Corporation of our report dated May 4, 2000 with respect to the
condensed consolidated financial statements of OptimumCare Corporation which
appears on page 3 of this Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
/s/ Lesley, Thomas, Schwarz & Postma, Inc.
A Professional Accountancy Corporation
Newport Beach, California
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000820474
<NAME> OPTIMUMCARE CORP
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-01-2000
<EXCHANGE-RATE> 1
<CASH> 803,712
<SECURITIES> 0
<RECEIVABLES> 2,358,609
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,305,990
<PP&E> 27,340
<DEPRECIATION> 176,756
<TOTAL-ASSETS> 3,624,956
<CURRENT-LIABILITIES> 466,972
<BONDS> 0
0
0
<COMMON> 5,909
<OTHER-SE> 2,403,706
<TOTAL-LIABILITY-AND-EQUITY> 3,157,984
<SALES> 2,140,553
<TOTAL-REVENUES> 2,150,464
<CGS> 1,532,909
<TOTAL-COSTS> 1,985,393
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 130,769
<INTEREST-EXPENSE> 240
<INCOME-PRETAX> 165,071
<INCOME-TAX> 70,188
<INCOME-CONTINUING> 94,883
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 94,883
<EPS-BASIC> .02
<EPS-DILUTED> .02
</TABLE>
