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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 June 30, 2000
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Commission File Number 0-17401
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OPTIMUMCARE CORPORATION
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(Exact name of registrant specified in its charter)
Delaware 33-0218003
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30011 Ivy Glenn Drive, Ste 219
Laguna Niguel, CA 92677
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(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
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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
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Common Stock, $.001 par value 5,908,675
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INDEX
OPTIMUMCARE CORPORATION
PART I FINANCIAL INFORMATION
Page
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Item 1. Financial Statements (Unaudited)
Report on Review by Independent Certified Public Accountants 3
Condensed Consolidated Balance Sheets
as of June 30, 2000 and December 31, 1999 4
Condensed Consolidated Statements of Income for the
Three Months and Six Months Ended June 30, 2000 and 1999 5
Condensed Consolidated Statements of Cash Flows for the
Three Months and Six Months Ended June 30, 2000 and 1999 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Statement by Management Concerning Review of Interim
Information by Independent Certified Public Accountants 12
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 12
PART II OTHER INFORMATION 13
SIGNATURE 14
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July 31, 2000
Independent Accountants' Review Report
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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 June 30, 2000, and the
related condensed consolidated statements of income and cash flows for the three
months and six 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
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
2000 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS
CASH $1,545,016 $ 283,227
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE OF $0 AT
JUNE 30, 2000 AND DECEMBER 31, 1999 1,599,824 2,621,181
NOTE RECEIVABLE FROM OFFICER 78,000 156,000
PREPAID EXPENSES 38,704 30,837
DEFERRED TAX ASSET 26,790 24,457
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TOTAL CURRENT ASSETS 3,288,334 3,115,702
NOTES RECEIVABLE FROM OFFICER 216,570 236,070
FURNITURE AND EQUIPMENT, LESS ACCUMULATED
DEPRECIATION OF $168,288 AT JUNE 30, 2000
AND $170,716 AT DECEMBER 31, 1999 26,066 32,268
DEFERRED TAX ASSET 19,496 25,994
OTHER ASSETS 52,311 52,311
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TOTAL ASSETS $3,602,777 $3,462,345
========== ==========
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 178,452 $ 177,903
ACCRUED VACATION 54,790 44,926
ACCRUED EXPENSES 128,639 192,353
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TOTAL CURRENT LIABILITIES 361,881 415,182
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $.001 PAR VALUE; AUTHORIZED
10,000,000 SHARES, 0 SHARES ISSUED, AND
OUTSTANDING AT JUNE 30, 2000 AND
AND DECEMBER 31, 1999
COMMON STOCK, $.001 PAR VALUE; AUTHORIZED
20,000,000 SHARES, 5,908,675 SHARES ISSUED
AND OUTSTANDING AT JUNE 30, 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 831,281 653,486
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TOTAL STOCKHOLDERS' EQUITY $3,240,896 $3,047,163
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,602,777 $3,462,345
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30 JUNE 30 JUNE 30
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES $1,934,819 $2,698,476 $4,075,372 $5,196,234
INTEREST INCOME 19,349 8,786 29,260 18,426
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1,954,168 2,707,262 $4,104,632 $5,214,660
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OPERATING EXPENSES:
COSTS OF SERVICES PROVIDED 1,379,639 2,020,235 $2,912,548 $4,063,957
UNCOLLECTIBLE ACCOUNTS 86,995 0 217,764 0
GENERAL AND ADMINISTRATIVE 343,501 406,602 665,019 778,106
INTEREST 0 40 197 1,322
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1,810,135 2,426,877 3,795,528 4,843,385
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INCOME BEFORE INCOME TAXES 144,033 280,385 309,104 371,275
INCOME TAXES 61,121 128,375 131,309 152,554
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NET INCOME $ 82,912 $ 152,010 $ 177,795 $ 218,721
========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.01 $ 0.03 $ 0.03 $ 0.04
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE $ 0.01 $ 0.03 $ 0.03 $ 0.04
========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDING
JUNE 30 JUNE 30
2000 1999
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<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 177,795 $ 218,721
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation & Amortization 9,573 22,092
Uncollectible Accounts 217,764 0
Deferred taxes 4,165 (6,842)
Changes in operating assets and liabilities:
Decrease/(Increase) in accounts receivable, net 803,593 (434,129)
(Increase)/Decrease in prepaid expenses (7,867) 32,638
Decrease in other assets 0 461
Increase in accounts payable 549
Increase in accrued vacation 9,864 23,875
Increase/(Decrease) in accrued liabilities (63,715) 99,450
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CASH AND CASH EQUIVALENTS PROVIDED/(USED)
IN OPERATING ACTIVITIES 1,151,721 (43,734)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of furniture & equipment (3,370) (10,167)
Payments on note receivable from officer 97,500 0
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CASH AND CASH EQUIVALENTS PROVIDED/(USED)
IN INVESTING ACTIVITIES 94,130 (10,167)
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 1,261,789 (53,901)
Cash and cash equivalents at beginning of period 283,227 188,636
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,545,016 $ 134,735
=========== =========
</TABLE>
See notes to condensed consolidated financial statements.
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OPTIMUMCARE CORPORATION
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 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 and six month periods ended June 30, 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 and six month periods ending June 30, 2000, the Company has
written off approximately $86,995 and $217,764 respectively related to this
event.
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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>
Three Months Ended Six Months Ended
-------------------------------- -------------------------------
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Numerator $ 82,912 $ 152,010 $ 177,795 $ 218,721
Denominator:
Denominator for basic
earnings per share -
weighted-average shares 5,908,675 5,919,897 5,906,340 5,919,897
Dilutive employee stock
options 247,575 145,959 248,008 84,772
Denominator for diluted
earnings per share 6,156,250 6,065,856 6,154,348 6,004,669
Basic earnings per share $.01 $.03 $.03 $.04
Diluted earnings per
share $.01 $.03 $.03 $.04
</TABLE>
NOTE D -- LAS VEGAS CLOSURE
During June 2000, the Company closed its Las Vegas partial program. This
occurred due to denial by the Department of Health & Human Services of the
program as a Medicare Community Mental Health Center (CMHC) provider of partial
hospitalization services. Denial occurred because the program did not fulfill
the statutory definition of a CMHC described in the Social Security Act. The
Company believes that it could not operate a financially viable program unless
it was eligible to participate as CMHC in the Medicare program.
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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 June 30, 2000 and December 31, 1999, the Company's working capital was
$2,926,453 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 July 26,
2000, FCMHC believes that its debt with its financial intermediary is nearly
paid off. The Company anticipates that it will begin to collect on these
receivables when this occurs. The Company has a contract with FCMHC which
expires in 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 $1,151,721 and ($40,628) for the periods ended
June 30, 2000 and 1999, respectively. Positive cash flow for the six months
ended June 30, 2000 is primarily due to net income for the period and
collections on receivables.
Cash flows from investing activities were $94,130 and ($10,167) for the periods
ended June 30, 2000 and 1999, respectively. Positive cash flow for the six
months ended June 30, 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 June 30, 1999. The
line of credit expires June 4, 2001. The maximum indebtedness is $1,500,000.
Amounts allowable for draw are based on 75% of certain qualified accounts
receivable. As of July 26, 2000, approximately $538,000 is available for future
draws on the line of credit agreement. 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.
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MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 compared to Three Months Ended June 30, 1999
The Company operated ten (10) programs during the three months ended June 30,
2000 and June 30, 1999. Net Revenues were $1,934,819 and $2,698,476 for the
three months ended June 30, 2000 and 1999, respectively. The decrease in net
revenues among periods is primarily due to the restructuring of two contracts
with one hospital which resulted in lower management fees earned by the Company.
The remainder of the decrease is due to an increase in contractual adjustments
related to these contracts. From November 1995 to January 1, 2000, the Company
earned a management fee based on census. Contractual adjustments were provided
for claims for which the hospital was not reimbursed by their intermediary.
During the second quarter of 2000, the Company recorded a contractual adjustment
related to settlements under the prior contract of approximately $123,000. The
Company currently earns a flat monthly management fee with provisions for
contractual adjustments only when denied claims exceed a specified threshold.
Cost of services provided were $1,379,639 and $2,020,235 for the three months
ended June 30, 2000 and 1999, respectively. The decrease in cost of services
provided among periods is due to the restructuring of the contracts mentioned
above. Under the new contract, this host hospital has assumed some of the
services (primarily nursing) which the Company historically provided.
Uncollectible accounts at June 30, 2000 represent the write-off of the
receivables generated from the FCMHC receivable during the three months ending
June 30, 2000 as previously discussed in Note B to the Condensed Consolidated
Financial Statements. No similar situation existed during the three month period
ending June 30, 1999.
Selling, general and administrative expenses for the three months ending June
30, 2000 have decreased from the three months ending June 30, 1999. This is
primarily due to lower executive wages based on profit orientated incentive
bonus programs.
The Company's income taxes have decreased for the three months ending June 30,
2000 over the three months ended June 30, 1999 due to lower pretax earnings.
Net income was $82,912 and $152,010 for the three months ending June 30, 2000
and 1999. Lower net income occurred due to decreased revenues partially offset
by lower expenses and lower 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. A site in Long Beach, California has been retained
for a potential adult day care center. In addition, the Company has a site in
Portland, Oregon which has been retained for a potential partial hospitalization
program. The Company believes that although the Las Vegas program was denied
Medicare CMHC designation, the Portland site is in a different region, which
could lend itself to a different interpretation of the regulations by the
Department of Health and Human Services. 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.
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COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30,
1999
The Company had ten (10) operational Programs during the six month period ended
June 30, 2000 and June 30, 1999.
Net revenues decreased approximately 22% for the six months ended June 30, 2000
over the comparable six months ended June 30, 1999. The decrease among periods
is primarily due to the restructuring of two contracts with one hospital during
2000, which resulted in lower management fees earned by the Company.
Cost of services provided decreased approximately 28% for the six months ended
June 30, 2000 over the comparable six months ended June 30, 1999. The decrease
among periods is due to the restructuring of the contracts mentioned above.
Under the new contracts, the host hospital assumed some of the services
(primarily nursing) which the Company historically provided.
The provision for doubtful accounts at June 30, 2000 represents the write-offs
of receivables generated from the Friendship receivable during the first half of
2000. No such similar situation existed during the six month period ending June
30, 1999.
General and administrative expenses decreased approximately 15% for the six
months ended June 31, 2000 over the comparable six months ended June 30, 1999.
This was primarily due to termination of the Company's contract with an
independent public relations firm, which occurred April 30, 1999.
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STATEMENT BY MANAGEMENT CONCERNING REVIEW OF INTERIM FINANCIAL INFORMATION BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The June 30, 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.
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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
10.124 Inpatient and Outpatient Psychiatric Unit Management Services
Agreement between Company and Catholic Healthcare West
Southern California effective September 1, 1999 which
supersedes Agreement dated September 15, 1998
10.125 Lease Amendment between the Company and Laguna Niguel Office
Center dated May 31, 2000 which supersedes the lease dated
June 23, 1988.
Exhibit 15: Accountants' Acknowledgement
27 Financial Data Schedule
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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: August 7, 2000 By: /s/ EDWARD A. JOHNSON
------------------------------------
Edward A. Johnson
Chairman of the Board
& Principal Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.124 Inpatient and Outpatient Psychiatric Unit Management Services
Agreement between Company and Catholic Healthcare West
Southern California effective September 1, 1999 which
supersedes Agreement dated September 15, 1998
10.125 Lease Amendment between the Company and Laguna Niguel Office
Center dated May 31, 2000 which supersedes the lease dated
June 23, 1988.
Exhibit 15: Accountants' Acknowledgement
27 Financial Data Schedule
