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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 September 30, 2000
Commission File Number 0-17401
OPTIMUMCARE CORPORATION
(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
(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.
Class Number of Shares Outstanding
----------------------------- ----------------------------
Common Stock, $.001 par value 5,908,675
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INDEX
OPTIMUMCARE CORPORATION
PART I FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
Report on Review by Independent Certified Public Accountants 3
Condensed Consolidated Balance Sheets as of September 30, 2000
and December 31, 1999 4
Condensed Consolidated Statements of Income for the Three Months
and Nine Months Ended September 30, 2000 and 1999 5
Condensed Consolidated Statements of Cash Flows for the
Three Months and Nine Months Ended September 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 15
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2
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October 19, 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 September 30, 2000, and the
related condensed consolidated statements of income and cash flows for the three
months and nine 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) SEPTEMBER 30 DECEMBER 31
2000 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS
CASH $2,268,789 $ 283,227
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE OF $0 AT
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 1,090,815 2,621,181
NOTE RECEIVABLE FROM OFFICER 78,000 156,000
PREPAID EXPENSES 38,972 30,837
DEFERRED TAX ASSET 19,141 24,457
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TOTAL CURRENT ASSETS 3,495,717 3,115,702
NOTES RECEIVABLE FROM OFFICER 216,570 236,070
FURNITURE AND EQUIPMENT, LESS ACCUMULATED
DEPRECIATION OF $172,999 AT SEPTEMBER 30, 2000
AND $170,716 AT DECEMBER 31, 1999 26,800 32,268
DEFERRED TAX ASSET 16,247 25,994
OTHER ASSETS 52,311 52,311
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TOTAL ASSETS $3,807,645 $3,462,345
========== ==========
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 150,220 $ 177,903
ACCRUED VACATION 37,947 44,926
ACCRUED EXPENSES 213,669 192,353
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TOTAL CURRENT LIABILITIES 401,836 415,182
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $.001 PAR VALUE; AUTHORIZED
10,000,000 SHARES, 0 SHARES ISSUED, AND
OUTSTANDING AT SEPTEMBER 30, 2000 AND
DECEMBER 31,1999
COMMON STOCK, $.001 PAR VALUE; AUTHORIZED
20,000,000 SHARES, 5,908,675 SHARES ISSUED
AND OUTSTANDING AT SEPTEMBER 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 996,194 653,486
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TOTAL STOCKHOLDERS' EQUITY $3,405,809 $3,047,163
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,807,645 $3,462,345
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</TABLE>
See notes to condensed consolidated financial statements.
4
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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THREE MONTHS ENDED NINE MONTHS ENDED
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SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES $1,959,184 $2,664,008 $6,034,556 $7,860,242
INTEREST INCOME 30,262 9,249 59,522 27,675
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$1,989,446 $2,673,257 $6,094,078 $7,887,917
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OPERATING EXPENSES:
COSTS OF SERVICES PROVIDED 1,318,471 1,994,656 $4,231,019 $6,058,613
UNCOLLECTIBLE ACCOUNTS 74,659 0 292,423 0
GENERAL AND ADMINISTRATIVE 330,056 324,333 995,075 1,102,439
INTEREST 0 1,206 197 2,528
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1,723,186 2,320,195 5,518,714 7,163,580
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INCOME BEFORE INCOME TAXES 266,260 353,062 575,364 724,337
INCOME TAXES 101,347 173,876 232,656 326,430
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NET INCOME $ 164,913 $ 179,186 $ 342,708 $ 397,907
========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.03 $ 0.03 $ 0.06 $ 0.07
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE $ 0.03 $ 0.03 $ 0.06 $ 0.07
========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
5
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OPTIMUMCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDING
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SEPTEMBER 30 SEPTEMBER 30
2000 1999
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CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 342,708 $ 397,907
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation & Amortization 14,455 32,206
Uncollectible Accounts 292,423 0
Deferred taxes 15,063 31,750
Changes in operating assets and liabilities:
Decrease/(Increase) in accounts receivable, net 1,237,943 (452,677)
(Increase)/Decrease in prepaid expenses (8,135) 41,559
Decrease in other assets 0 461
(Decrease) in accounts payable (27,683) (45,927)
(Decrease)/Increase in accrued vacation (6,979) 18,781
Increase/(Decrease) in accrued liabilities 21,316 63,421
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CASH AND CASH EQUIVALENTS PROVIDED
BY OPERATING ACTIVITIES 1,881,111 87,481
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of furniture & equipment (8,987) (12,395)
Payments on note receivable from officer 97,500 0
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CASH AND CASH EQUIVALENTS PROVIDED/(USED)
IN INVESTING ACTIVITIES 88,513 (12,395)
CASH FLOW FROM FINANCING ACTIVITIES
Note payable from bank proceeds 0 450,000
Note payable from bank paydowns 0 (450,000)
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 1,985,562 75,086
Cash and cash equivalents at beginning of period 283,227 188,636
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,268,789 $ 263,722
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</TABLE>
See notes to condensed consolidated financial statements.
6
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OPTIMUMCARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 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 nine month periods ended September 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 did not have the funds to pay
the audit assessment, HCFA withheld all payments to FCMHC for patients serviced
by the program. As a result, FCMHC was not able to pay the Company's management
fees. Although FCMHC has now satisfied its debts with respect to prior cost
report assessments, it is currently under "focused medical review." This
situation entails a detailed review of all claims before they are paid. This
review has substantially delayed payments to FCMHC which in turn has caused
FCMHC to continue to be unable to pay the Company. The Company wrote off
approximately $300,000 in accounts receivable related to this event during the
last quarter of 1999. In addition, for the three and nine month periods ending
September 30, 2000, the Company has written off approximately $74,659 and
$292,423 respectively 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:
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Three Months Ended Nine Months Ended
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September 30 September 30 September 30 September 30
2000 1999 2000 1999
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Numerator $ 164,913 $ 179,186 $ 342,708 $ 397,907
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Denominator:
Denominator for basic
earnings per share --
weighted-average shares 5,908,675 5,919,897 5,907,124 5,919,897
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Dilutive employee stock
options 255,808 155,809 256,254 105,437
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Denominator for diluted
earnings per share 6,164,483 6,075,706 6,163,378 6,025,334
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Basic earnings per share $ .03 $ .03 $ .06 $ .07
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Diluted earnings per
share $ .03 $ .03 $ .06 $ .07
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</TABLE>
NOTE D -- NEW BUSINESS
Effective October 1, 2000, the Company entered into an agreement with New Life
Guidance Center to manage a psychiatric partial hospitalization program in
Parker, Arizona.
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 September 30, 2000 and December 31, 1999, the Company's working capital was
$3,093,881 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. During 2000,
FCMHC was placed under "focused medical review" by its financial intermediary.
This situation involves a detailed review of virtually all claims submitted by
FCMHC before they are paid. The Company anticipates that it will begin to
collect on these receivables when "focused medical review" is lifted and FCMHC
begins to receive regular reimbursements. 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 $1,881,111 and $87,481 for the periods ended
September 30, 2000 and 1999, respectively. Positive cash flow for the nine
months ended September 30, 2000 is primarily due to net income for the period
and collections on receivables.
Cash flows from investing activities were $88,513 and ($12,395) for the periods
ended September 30, 2000 and 1999, respectively. Positive cash flow for the nine
months ended September 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 during the nine months ended September 30,
2000. Cash of $450,000 was drawn and repaid under the Company's line of credit
during the period ended September 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 October 16, 2000,
approximately $622,028 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.
9
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MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 compared to Three Months Ended September
30, 1999
The Company operated nine (9) programs during the three months ended September
30, 2000 and ten (10) programs during the three months ended September 30, 1999.
Net Revenues were $1,959,184 and $2,664,008 for the three months ended September
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.
Cost of services provided were $1,318,471 and $1,994,656 for the three months
ended September 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 September 30, 2000 represent the write-off of the
receivables generated from the FCMHC receivable during the three months ending
September 30, 2000 as previously discussed in Note B to the Condensed
Consolidated Financial Statements. No similar situation existed during the three
month period ending September 30, 1999.
Selling, general and administrative expenses for the three months ending
September 30, 2000 have remained relatively stable from the three months ending
September 30, 1999.
The Company's income taxes have decreased for the three months ending September
30, 2000 over the three months ended September 30, 1999 primarily due to lower
pretax earnings.
Net income was $164,913 and $179,186 for the three months ending September 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. The Company has a site in Portland, Oregon which
has been retained for a potential partial hospitalization program. 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. In
addition, the Company is seeking to expand its services through the electronic
commerce industry. 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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COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
The Company had ten (10) operational Programs during the nine month period ended
September 30, 2000 and September 30, 1999.
Net revenues decreased approximately 23% for the nine months ended September 30,
2000 over the comparable nine months ended September 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 30% for the nine months ended
September 30, 2000 over the comparable nine months ended September 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 September 30, 2000 represents the
write-offs of receivables generated from the Friendship receivable during the
first nine months of 2000. No such similar situation existed during the nine
month period ending September 30, 1999.
General and administrative expenses decreased approximately 10% for the nine
months ended September 30, 2000 over the comparable nine months ended September
30, 1999. This was primarily due to termination of the Company's contract with
an independent public relations firm, which occurred April 30, 1999.
11
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STATEMENT BY MANAGEMENT CONCERNING REVIEW OF INTERIM FINANCIAL INFORMATION BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The September 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.
12
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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:
10.126 Loan agreement between the Company and US Bank dated
July 14, 2000.
10.127 Psychiatric Partial Hospitalization Management agreement
between the Company and New Life Guidance Center dated
October 1, 2000.
15 Accountants' Acknowledgement
27 Financial Data Schedule
13
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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: October 19, 2000 By: /s/ EDWARD A. JOHNSON
--------------------------------
Edward A. Johnson
Chairman of the Board
& Principal Financial Officer
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EXHIBIT INDEX
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Exhibit 10.126 Loan agreement between the Company and US Bank dated July 14, 2000.
Exhibit 10.127 Psychiatric Partial Hospitalization Management agreement between the
Company and New Life Guidance Center dated October 1, 2000.
Exhibit 15 Accountants' Acknowledgement
Exhibit 27 Financial Data Schedule
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