UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31,September 30, 2020

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From ________ to _________

 

Commission File Number 000-50009

 

PACIFIC HEALTH CARE ORGANIZATION, INC.

 (Exact name of registrant as specified in its charter)

 

 

Utah

87-0285238

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer I.D. No.)

 

 

1201 Dove Street, Suite 300

 

Newport Beach, California

92660

(Address of principal executive offices)

(Zip Code)

 

(949) 721-8272

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbolsymbol

Name of each exchange on which registered

None

N/A

N/A

 

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 any shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “largelarge accelerated filer,“accelerated filer”accelerated filer, “smallersmaller reporting company”company and “emergingemerging growth company”company in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ 

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  Yes ☐ No ☒

 

As of May 22,November 12, 2020, the registrant had 12,800,000 shares of common stock, par value $0.001, issued and outstanding.

 

 

 

 

PACIFIC HEALTH CARE ORGANIZATION, INC.

FORM 10-Q

TABLE OF CONTENTS

 

 

Page

PART I — FINANCIAL INFORMATION

 

 

 

Item 1. Condensed Consolidated Financial Statements

3

 

 

 

 

(Unaudited) Balance Sheets as of March 31,September 30, 2020 and December 31, 2019

3

 

 

 

 

(Unaudited) Statements of Operations for the Three and Nine Months Ended March 31,September 30, 2020 and 2019

4

 

(Unaudited) Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31,September 30, 2020 and 2019

5

 

(Unaudited) Statements of Cash Flows for the ThreeNine Months Ended March 31,September 30, 2020 and 2019

6

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

 

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

18

23

 

 

Item 4. Controls and Procedures

18

23

 

 

PART II — OTHER INFORMATION

 

 

 

Item 1A. Risk Factors

19

24

Item 6. Exhibits

19

25

 

Signatures

20

26

 

 

 

PART I. FINANCIAL INFORMATION

Item 1.Financial Information

Pacific Health Care Organization, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

March 31,

  

December 31,

  

September 30,

  

December 31,

 
 

2020

  

2019

  

2020

  

2019

 
ASSETSASSETS         

Current Assets

                

Cash

 $8,489,281  $8,104,164  $9,212,599  $8,104,164 

Accounts receivable, net of allowance of $28,442 and $30,525

  1,004,742   1,114,725 

Accounts receivable, net of allowance of $17,202 and $30,525

  1,024,249   1,114,725 

Deferred tax assets

  22,819   22,819   22,819   22,819 

Prepaid income tax

  158,641   158,641   23,530   158,641 

Receivable – other

  10,900   14,900   10,446   14,900 

Prepaid expenses

  128,505   128,343   76,478   128,343 

Total current assets

  9,814,888   9,543,592   10,370,121   9,543,592 
                

Property and Equipment, net

                

Computer equipment

  483,888   464,388   506,828   464,388 

Furniture and fixtures

  216,097   215,960   226,323   215,960 

Office equipment

  9,556   9,556   9,556   9,556 

Total property and equipment

  709,541   689,904   742,707   689,904 

Less: accumulated depreciation and amortization

  (582,508

)

  (565,277)  (611,993

)

  (565,277

)

Net property and equipment

  127,033   124,627   130,714   124,627 

Operating lease right-of-use asset, net

  497,862   558,945 

Operating lease right-of-use assets, net

  372,591   558,945 

Other assets

  26,788   26,788   26,788   26,788 

Total Assets

 $10,466,571  $10,253,952  $10,900,214  $10,253,952 
                
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY         
                
Current Liabilities                

Accounts payable

 $142,168  $52,275  $47,760  $52,275 

Accrued expenses

  257,549   249,904   293,411   249,904 

Income tax payable

  48,053   - 

Deferred rent expense

  24,274   29,947   9,908   29,947 

Dividend payable

  37,000   37,000   37,000   37,000 

Operating lease liabilities, current portion

  201,281   266,480   247,054   266,480 

Paycheck protection program loans, current portion

  311,118   - 

Unearned revenue

  56,722   46,066   32,315   46,066 

Total current liabilities

  767,047   681,672   978,566   681,672 
                

Long Term Liabilities

                

Operating lease liabilities, long-term portion

  296,581   292,465   125,537   292,465 

Paycheck protection program loans, long-term portion

  149,582   - 

Total long-term liabilities

  275,119   292,465 

Total Liabilities

  1,063,628   974,137   1,253,685   974,137 
                

Commitments and Contingencies

  -   -   -   - 
                

Stockholders’ Equity

                

Preferred stock; 5,000,000 shares authorized at $0.001 par value of which 40,000 shares designated as Series A preferred and 16,000 shares issued and outstanding at March 31, 2020 and December 31, 2019

 $16  $16 

Common stock, $0.001 par value, 800,000,000 shares authorized,

12,800,000 shares issued and outstanding at March 31, 2020 and December 31, 2019

  12,800   12,800 

Preferred stock; 5,000,000 shares authorized at $0.001 par value of which 40,000 shares are designated as Series A preferred and 16,000 shares issued and outstanding

 $16  $16 

Common stock, $0.001 par value, 800,000,000 shares authorized,

12,800,000 shares issued and outstanding

  12,800   12,800 

Additional paid-in capital

  416,057   416,057   416,057   416,057 

Retained earnings

  8,974,070   8,850,942   9,217,656   8,850,942 

Total Stockholders’ Equity

  9,402,943   9,279,815   9,646,529   9,279,815 
                

Total Liabilities and Stockholders’ Equity

 $10,466,571  $10,253,952  $10,900,214  $10,253,952 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

 

Pacific Health Care Organization, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

For three months ended

March 31,

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
 

2020

  

2019

  

2020

  

2019

  

2020

  

2019

 

Revenues:

        

HCO

 $326,665  $370,342 

MPN

  120,749   123,865 

Revenues

                

HCO fees

 $264,781  $376,170  $916,693  $1,147,352 

MPN fees

  124,836   131,164   363,902   382,142 

Utilization review

  296,055   292,683   307,139   318,816   854,922   898,054 

Medical bill review

  83,079   134,997   77,075   136,793   242,237   396,870 

Medical case management

  677,212   781,614   590,784   804,004   1,855,314   2,384,967 

Other

  49,149   79,937   51,139   71,758   202,101   228,077 

Total revenues

  1,552,909   1,783,438   1,415,754   1,838,705   4,435,169   5,437,462 
                        

Expenses:

        

Depreciation

  17,231   18,884 

Expenses

                

Depreciation and amortization

  14,122   18,512   46,716   55,385 

Bad debt provision

  101   -   11,000   8,000   11,101   8,000 

Consulting fees

  75,693   79,635   58,621   57,945   195,978   207,587 

Salaries and wages

  745,989   753,705   694,352   789,319   2,238,079   2,324,860 

Professional fees

  87,226   77,965   68,979   86,241   223,747   265,457 

Insurance

  94,793   73,383   91,951   81,390   274,974   241,695 

Outsource service fees

  106,114   124,809   115,803   111,567   359,596   373,047 

Data maintenance

  39,728   10,300   6,603   8,726   59,415   76,345 

General and administrative

  214,853   207,435   163,863   187,855   515,738   612,856 

�� Total expenses

  1,381,728   1,346,116 

Total expenses

  1,225,294   1,349,555   3,925,344   4,165,232 
                        

Income from operations

  171,181   437,322   190,460   489,150   509,825   1,272,230 
                        

Income before taxes

  171,181   437,322   190,460   489,150   509,825   1,272,230 

Income tax provision

  (48,053

)

  (122,759)  53,463   137,401   143,111   357,214 
                        

Net income

 $123,128  $314,563  $136,997  $351,749  $366,714  $915,016 
                        

Basic earnings per share:

                        

Earnings per share amount

 $0.01  $0.02  $0.01  $0.03  $0.03  $0.07 

Basic common shares outstanding

  12,800,000   12,800,000 

Weighted average common shares outstanding

  12,800,000   12,800,000   12,800,000   12,800,000 
                        

Fully diluted earnings per share:

                        

Earnings per share amount

 $0.01  $0.02  $0.01  $0.03  $0.03  $0.07 

Fully diluted common shares outstanding

  12,816,000   12,816,000 

Weighted average common shares outstanding

  12,816,000   12,816,000   12,816,000   12,816,000 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

 

Pacific Health Care Organization, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

 

  

Preferred Stock 

  

Common Stock 

  

Paid in

  

Retained  

  

Total Stockholders’

 
  

Shares 

  

Amount 

  

Shares 

  

Amount

  

Capital

  

Earnings 

  

Equity

 

Balance December 31, 2018 

  16,000   $16   12,800,000  $12,800  $416,057  $7,652,882  $8,081,755 
                             

Net income

  -   -   -   -   -   314,563   314,563 
                             

Balance March 31, 2019 

  16,000  $16   12,800,000  $12,800  $416,057  $7,967,445  $8,396,318 
                             

Balance December 31, 2019 

  16,000  $16   12,800,000  $12,800  $416,057  $8,850,942  $9,279,815 
                             

Net income

  -   -   -   -   -   123,128   123,128 
                             

Balance March 31, 2020 

  16,000  $16   12,800,000  $12,800  $416,057  $8,974,070  $9,402,943 

  

Preferred stock

  

Common Stock

  

Additional paid-in

  

Retained

  

Total stockholder’s

 
  

Shares

  

Amount

  

Shares

  

Amount

  

capital

  

earnings

  

equity

 

Balances at December 31, 2018

  16,000  $16   12,800,000  $12,800  $416,057  $7,652,882  $8,081,755 

Net Income

  -   -   -   -   -   314,563   314,563 

Balances at March 31, 2019

  16,000  $16   12,800,000  $12,800  $416,057  $7,967,445  $8,396,318 

Net Income

  -   -   -   -   -   248,704   248,704 

Balances at June 30, 2019

  16,000  $16   12,800,000  $12,800  $416,057  $8,216,149  $8,645,022 

Net Income

  -   -   -   -   -   351,749   351,749 

Balances at September 30, 2019

  16,000  $16   12,800,000  $12,800  $416,057  $8,567,898  $8,996,771 
                             

Balances at December 31, 2019

  16,000  $16   12,800,000  $12,800  $416,057  $8,850,942  $9,279,815 

Net Income

  -   -   -   -   -   123,128   123,128 

Balances at March 31, 2020

  16,000  $16   12,800,000  $12,800  $416,057  $8,974,070  $9,402,943 

Net Income

  -   -   -   -   -   106,589   106,589 

Balances at June 30, 2020

  16,000  $16   12,800,000  $12,800  $416,057  $9,080,659  $9,509,532 

Net Income

  -   -   -   -   -   136,997   136,997 

Balances at September 30, 2020

  16,000  $16   12,800,000  $12,800  $416,057  $9,217,656  $9,646,529 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5

 

PacificPacific Health Care Organization, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

  

Three Months Ended

March 31,

 
  

2020

  

2019

 

Cash Flows from Operating Activities:

        

Net income

 $123,128  $314,563 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation

  17,231   18,884 

Bad debt provision

  101   - 

Changes in operating assets and liabilities:

        

Decrease (increase) in accounts receivable

  109,882   (160,441

)

Decrease in receivable - other

  4,000   - 

(Increase) in prepaid expenses

  (162

)

  (23,290

)

Increase in accounts payable

  89,893   5,246 

(Decrease) in deferred rent expense

  (5,673

)

  (3,407

)

Increase in accrued expenses

  7,645   23,637 

Increase in income tax payable

  48,053   122,759 

Increase in unearned revenue

  10,656   - 

Net cash provided by operating activities

  404,754   297,951 
         

Cash Flows from Investing Activities

        

Purchase of furniture and office equipment

  (19,637

)

  (2,284

)

Net cash used in investing activities

  (19,637

)

  (2,284

)

         

Cash Flows from Financing Activities:

        

Net cash used in financing activities

  -   - 

Increase in cash

  385,117   295,667 
         

Cash at beginning of period

  8,104,164   7,072,507 

Cash at end of period

 $8,489,281  $7,368,174 
         

Supplemental cash flow information

        

Cash paid for:

        

Interest

 $-  $- 

Income taxes paid

 $-  $- 
         

Non-cash investing and financing activities

        

Initial recognition of operating lease right of use asset and operating lease liabilities

 $-  $719,861 
  

Nine Months Ended

September 30,

 
  

2020

  

2019

 

Cash flows provided from operating activities:

        

Net income

 $366,714  $915,016 

Adjustments to reconcile net income to net cash provided from operating activities:

        

Depreciation

  46,716   55,385 

Bad debt provision

  11,101   7,997 
         

Changes in operating assets and liabilities:

        

Decrease (increase) in accounts receivable

  79,375   (31,168

)

Decrease (increase) in prepaid income tax

  135,111   (20,997

)

Decrease in prepaid expenses

  51,865   43,291 

Decrease in receivables other

  4,454   6,126 

(Decrease) increase in accounts payable

  (4,515

)

  32,632 

(Decrease) increase in deferred rent expense

  (20,039

)

  8,750 

Increase in accrued expenses

  43,507   56,339 

(Decrease) increase in unearned revenue

  (13,751

)

  1,896 

Net cash provided from operating activities

  700,538   1,075,267 
         

Cash flows used in investing activities

        

Purchase of furniture and office equipment

  (52,803

)

  (46,653

)

Net cash used in investing activities

  (52,803

)

  (46,653

)

         

Cash flows provided from financing activities:

        

Proceeds from paycheck protection program loans 

  460,700   - 

Net cash provided from financing activities

  460,700   - 

Increase in cash

  1,108,435   1,028,614 
         

Cash at beginning of period

  8,104,164   7,072,507 

Cash at end of period

 $9,212,599  $8,101,121 
         

Supplemental cash flow information

        

Cash paid for:

        

Interest

 $-  $- 

Income taxes

 $-  $378,211 
         

Non-cash investing and financing activities:

        

Initial recognition of operating lease right-of-use assets and operating lease liabilities

 $-  $719,861 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6

 

Pacific Health Care Organization, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the ThreeNine Months Ended March 31,September 30, 2020

(Unaudited)

 

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”) and in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain information and footnote disclosures normally included in consolidated financial statements have been condensed or omitted in accordance with GAAP rules and regulations. The information furnished in these interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect both the recorded values of assets and liabilities at the date of the condensed consolidated financial statements and the revenues recognized and expenses incurred during the reporting period. These estimates and assumptions affect the Company’s recognition of deferred expenses, bad debts, income taxes, the carrying value of its long-lived assets and its provision for certain contingencies. The reasonableness of these estimates and assumptions is evaluated continually based on a combination of historical information and other information that comes to the Company’s attention that may vary its outlook for the future. While management believes the disclosures and information presented are adequate to make the information not misleading, it is suggestedrecommended that these interim condensed consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its annual report on Form 10-K for the year ended December 31, 2019. Operating results for the threenine months ended March 31,September 30, 2020, are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

 

Principles of Consolidation — The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

 

Basis of Accounting The Company uses the accrual method of accounting.

 

Revenue Recognition — The Company follows the guidance of Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers (Topic 606).”

 

Topic 606 creates a five-step model to recognize revenue which includes (i) identifying the contract with the customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocating the transaction price to the respective performance obligations in the contract, and (v) recognizing revenue when (or as) the Company satisfies the performance obligation.

 

The Company derives its revenue from the sale of managed care, bill review, utilization review and medical case management services. These services are billed individually as separate components to our customers. These fees include monthly administration fees, claim network fees, legal support fees, Medicare set-aside fees, lien service fees, workers’ compensation carve-outs, flat rate fees or hourly fees depending on the agreement with the client.

 

The Company enters into arrangements for bundled managed care which includes various units of accounting such as network solutions and patient management, including managed care. Such elements are considered separate units of accounting due to each element having value to the customer on a stand-alone basis and are billed separately. The selling price for each unit of accounting is determined using the contract price. When the Company’s customers purchase several products the pricing of the products sold is generally the same as if the products were sold on an individual basis. Revenue is recognized as the work is performed in accordance with the Company’s customer contracts. Based upon the nature of the Company’s products, bundled managed care elements are generally delivered in the same accounting period. The Company recognizes revenue for patient management services ratably over the life of the customer contract. Based upon prior experience in managed care, the Company estimates the deferral amount from when the customer’s claim is received to when the customer contract expires. Advance payments from subscribers and billings made in advance are recorded on the balance sheet as deferred revenue.

 

7

 

Pacific Health Care Organization, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the ThreeNine Months Ended March 31,September 30, 2020

(Unaudited)

Accounts Receivables and Bad Debt Allowance – In the normal course of business the Company extends credit to its customers on a short-term basis. Although the credit risk associated with these customers is minimal, the Company routinely reviews its accounts receivable balances and makes provisions for doubtful accounts. The Company ages its receivables by date of invoice. Management reviews bad debt reserves quarterly and reserves specific accounts as warranted or sets up a general reserve based on amounts over 90 days past due. When an account is deemed uncollectible, the Company charges off the receivable against the bad debt reserve. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past-due balances, including any billing disputes. In order to assess the collectability of these receivables, the Company performs ongoing credit evaluations of its customers’ financial condition. Through these evaluations, the Company may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit rating or bankruptcy. The allowance for doubtful accounts is based on the best information available to the Company and is reevaluated and adjusted as additional information is received.  We evaluate the allowance based on historical write-off experience, the size of the individual customer balances, past-due amounts and the overall national economy. At March 31,September 30, 2020 and December 31, 2019, bad debt reserves of $28,442$17,202 and $30,525, respectively, was a general reserve for certain balances over 90 days past due and for accounts that are potentially uncollectible.

 

The percentages of the amounts due from major customers to total accounts receivable as of March 31,September 30, 2020 and December 31, 2019, are as follows:

 

 

3/31/2020

  

12/31/2019

  

9/30/2020

  

12/31/2019

 

Customer A

  20

%

  18

%

  16%  18%

Customer B

  9

%

  7

%

  12%  8%

Customer C

  11

%

  8

%

  12%  7%

 

Significant Customers - We provide services to insurers, third party administrators, self-administered employers, municipalities and other industries. We are able to provide our full range of services to virtually any size employer in the state of California. We are also able to provide utilization review, medical bill review and medical case management services outside the state of California. 

 

During the periodsperiod ended March 31,September 30, 2020 and 2019, we had two customers and three customers respectively, that accounted for more than 10% of our total sales.sales and three customers during the same time period in 2019. The following table sets forth details regarding the percentage of total sales attributable to our significant customers duringin the three months ended March 31, 2020 and 2019:past two years:

 

 

3/31/2020

  

3/31/2019

  

9/30/2020

  

9/30/2019

 

Customer A

  23

%

  28

%

  21%  26%

Customer B

  14

%

  13

%

  12%  13%

Customer C

  9

%

  10

%

  10%  9%

 

Leases - Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets of $719,861, lease liabilities for operating leases of $719,861, and a zero cumulative-effect adjustment to accumulated deficit. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (“short-term leases”)., as allowed by certain provisions of ASC 842. Lease expense is recognized on a straight-line basis over the lease term. See Note 2 for further information regarding the impact of the adoption of ASC 842 on the Company’s financial statements.

 

8

Pacific Health Care Organization, Inc.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2020

(Unaudited)

NOTE 2- OPERATING LEASES

 

In July 2015, the Company entered a 79-month lease to lease approximately 9,439 square feet of office space that commenced in September 2015. This office space serves as the Company’s principal executive offices, as well as the principal offices of our operating subsidiaries. In AprilMarch 2017, the Company entered a 39-month operating lease for an office copy machine with scanner with monthly payment at $1,723.

8

Pacific Health Care Organization, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2020$1,723, that expired in June 2020.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

 

Three Months Ended

March 31, 2020

  

Three Months Ended

September 30, 2020

  

Nine Months Ended

September 30, 2020

 

Lease Cost

            

Operating lease cost (included in general and administrative in the Company’s condensed consolidated statements of operations)

 $70,582 

Operating lease cost (included in general and administrative in the Company’s condensed consolidated statement of operations)

 $72,687  $225,903 
            

Other Information

            

Cash paid for amounts included in the measurement of lease liabilities for the first quarter 2020

 $70,582 

Cash paid for amounts included in the measurement of lease liabilities for the three and nine months ended September 30, 2020

 $72,687  $225,903 

Weighted average remaining lease term – operating leases (in years)

 

1.92 years

  

1.58 years

  

1.58 years

 

Average discount rate – operating leases

  5.75%  5.75%  5.75%

 

The supplemental balance sheet information related to leases for the period is as follows:

 

 

At March 31, 2020

  

At September 30, 2020

  

At December 31, 2019

 

Operating leases

            

Long-term right-of-use assets

 $497,862  $372,591  $558,945 
    

Short-term operating lease liabilities

 $201,281  $247,054  $266,480 

Long-term operating lease liabilities

  296,581   125,537   292,465 

Total operating lease liabilities

 $497,862  $372,591  $558,945 

 

Maturities of the Company’s lease liabilities are as follows:

 

Year Ending

 

Operating Leases

 

2020 (remaining 9 months)

 $209,900 

2021

  257,024 

2022

  71,359 

Total lease payments

  538,283 

Less: Imputed interest/present value discount

  (40,421

)

Present value of lease liabilities 

 $497,862 

Lease expenses were $70,582 and $66,230 during the three months ended March 31, 2020 and 2019, respectively.

 Year Ending

 

Operating Leases

 

2020 (remaining 3 months)

 $68,244 

2021

  257,024 

2022

  71,359 

Total lease payments

  396,627 

Less: Imputed interest/present value discount

  (24,036

)

Present value of lease liabilities 

 $372,591 

 

9

 

Pacific Health Care Organization, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the ThreeNine Months Ended March 31,September 30, 2020

(Unaudited)

Lease expenses were $72,687 and $73,825 during the three months ended September 30, 2020 and 2019, respectively and $225,903 and $212,723 during the nine months ended September 30, 2020 and 2019, respectively.

 

NOTE 3 - P3AYCHECK - SUBSEQUENT EVENTSPROTECTION PROGRAM LOANS

 

CARES Act Payroll Protection Program Loans

In April and May 2020 Pacific Health Care Organization, Inc. (“PHCO”), Medex Managed Care, Inc. (“MMC”) and Medex Medical Management, Inc. (“MMM”) received loans pursuant to the Coronavirus Aid, Relief and Economic Security (“CARES”) Act PayrollPaycheck Protection Program.

 

PHCO received a loan in the amount of $133,400 (the “PHCO PPP Loan”) from Pacific Western Bank. The PHCO PPP Loan is in the form of a Note dated April 21, 2020, issued by PHCO, which matures on April 21, 2022. The PHCO PPP Loan bears interest at a rate of 1% per annum and is payable monthly commencing on November 21, 2020. The monthly principal and interest payment for the PHCO PPP Loan will be $7,507.

 

MMCMMM and MMMMMC received loans of $267,700 and $59,600 respectively, from First Citizens Bank, (collectively the “Medex Companies PPP Loans”). The Medex Companies PPP Loans are also in the form of Notes dated April 30, 2020 and May 11, 2020, issued by MMM and MMC respectively, and mature on April 30, 2022 and May 11, 2022.2022, respectively. The Medex Companies PPP Loans bear interest at a rate of 1.0% per annum and are payable monthly commencing on November 30, 2020 for the MMM loan and December 11, 2020 for the MMC loan. The combined monthly principal and interest payments for the Medex Companies PPP Loans will be $18,419.

 

Funds from these loans may be used for payroll, rent, utilities and costs incurred to continue group health insurance benefits. The terms of the loans provide that certain amounts may be forgiven if the funds are used for qualifying expenses as described in the CARES Act.

 

NOTE 4 - SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of issuance and other than the foregoing, there are no material subsequent events to report.

 

10

 

Item 2.  Management’s Discussion and Analysis of Financial Statements and Results of Operations

 

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on management’s beliefs and assumptions and on information currently available to them. For this purpose, any statement contained in this report that is not a statement of historical fact may be deemed to be forward-looking, including statements about our revenue, spending, cash flow, products, new customer acquisitions, trends, actions, intentions, plans, strategies and objectives. Without limiting the foregoing, words such as “may,” “hope,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” “intend,” “budget,” “plan,” “forecast,” “predict,” “could,” “should,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risksrisk and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industry in which we and our customers participate; the impacts of the Covid-19COVID-19 pandemic and our ability to react to those impacts; cost reduction efforts by our existing and prospective customers; competition within our industry, including competition from much larger competitors; business combinations; legislative requirements or changes which could render our services less competitive or obsolete; our failure to successfully develop new services, and/or products or to anticipate current or prospective customers’ needs; our ability to retain existing customers and to attract new customers; price increases; employee limitations; and delays, reductions, or cancellations of contracts we have previously entered.

 

Forward-looking statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry, financial and economic information, which we have assessed but which, by its nature, is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We hereby qualify all our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of their dates and should not be relied upon. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise (other than pursuant to reporting obligations imposed on registrants pursuant to the Exchange Act) to reflect subsequent events or circumstances.

 

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes contained elsewhere in this report and in our other filings with the Commission.

 

Throughout this quarterly report on Form 10-Q, unless the context indicates otherwise, the terms, “we,” “us,” “our” or “the Company” refer to Pacific Health Care Organization, Inc., (“PHCO”) and our wholly-owned subsidiaries Medex Healthcare, Inc. (“Medex”), Industrial Resolutions Coalition, Inc. (“IRC”), Medex Managed Care, Inc. (“MMC”), Medex Medical Management, Inc. (“MMM”), and Medex Legal Support, Inc., (“MLS”) and Pacific Medical Holding Company, Inc. (“PMHC”).

 

Overview

 

We incorporated under the laws of the state of Utah in April 1970, under the name Clear Air, Inc. We changed our name to Pacific Health Care Organization, Inc., in January 2001. We have six wholly owned subsidiaries. In February 2001, we acquired Medex Healthcare, Inc. (“Medex”), a California corporation organized in March 1994, in a share for share exchange. Medex is in the business of managing and administering both Health Care Organizations (“HCOs”) and MedicalManaged Provider Networks (“MPNs”) in the state of California. In August 2001, we formed Industrial Resolutions Coalition, Inc. (“IRC”), a California corporation, as a wholly-owned subsidiary of PHCO.corporation. IRC oversees and manages the Company’s Workers’ Compensation Carve-Outs services. In June 2010, we acquired Medex Legal Support, Inc. (“MLS”), a Nevada corporation incorporated in September 2009. ��MLS offers lien representation services and Medicare Set-asideSet-Aside (“MSA”) services. In March 2011, we incorporated Medex Managed Care, Inc. (“MMC”) in the state of Nevada. MMC oversees and manages the Company’s utilization review and managed bill review services. In February 2012, we incorporated Medex Medical Management, Inc., (“MMM”) in the state of Nevada, as a wholly owned subsidiary of the Company.Nevada. MMM is responsible for overseeing and managing medical case management services. In March 2011, we incorporated Medex Managed Care, Inc. (“MMC”) in the state of Nevada, as a wholly owned subsidiary of the Company.  MMC oversees and manages the Company’s utilization review and bill review services. In October 2018, we incorporated Pacific Medical Holding Company, Inc. (“PMHC”) in the state of Nevada to act as a holding company for future potential acquisitions.

 

11

 

Business of the Company

 

We are workers’ compensation cost containment specialists providing a range of services principally to California employeesemployers and claims administrators. Our business objective is to deliver value to our clients that reduces their workers’ compensation related medical claims expense in a manner that will assure that injured employees receive high quality healthcare that allows them to recover from injury and return to gainful employment without undue delay. According to studies conducted by auditing bodies on behalf of the California Division of Workers’ Compensation, (“DWC”) the two most significant cost drivers for workers’ compensation are claims frequency and medical treatment costs.

 

Our clients include self-administered employers, insurers, third party administrators, municipalities and others. Our principal clients are located in the Statestate of California where the high cost of workers’ compensation insurance is a critical problem for employers. We have processedprocess medical bill reviews in 25 states. Our provider networks are composed of experts in treating worker injuries.

 

Impact of Covid-19COVID-19 on our Business

 

In late 2019 the novel coronavirus, Covid-19,COVID-19, was identified. By February 2020, the virus had spread to many countries around the world, including the United States. By late February, authorities in the United States began advising American businesses to prepare for the effects of the outbreak. On March 20,19, 2020, the governor of California issued a stay-at-home order except for essential services, such as grocery stores, gas stations and banks. In mid-March 2020 we implemented our disaster recovery and business plan addressing how our business operations would be performed by our employees working remotely. As a result, since late March 2020that time, nearly 100% of our employees have been working remotely and performing approximately 95% of our typical business functions, with the primary exceptions being certain manual, non-critical functions.

 

Even though we have been able to transition our work force and work flow to address the restrictions designed to “flatten the curve” of the Covid-19COVID-19 pandemic, the extent of the long-term adverse effect of the Covid-19COVID-19 pandemic on the economy, our industry, and our results of operations and financial condition is unknown and largely dependent on future developments, most of which, including the severity and duration of this pandemic, are beyond our control.

 

Revenue for our services is derived from our employer customers’ employee counts and workers’ workplace injuries. Several of our employer customers, including some of our largest customers, have had to suspend or significantly modify their operations during the stay-at-home order issued by the governor of California. This stay-at-home order has been extended until July 15, 2020, although certain industries are being allowed to open with restrictions in place.

 

The state orders have been modified to allow some categories of businesses to re-open under COVID-19 restrictions, while others, such as bars and restaurants, have been under various orders that have forced closures and re-openings several times. As of November 13, 2020, most client businesses are allowed to operate under COVID-19 restrictions but are continuing to experience lower-than normal business volume and employee counts due to the pandemic.

On May 6, 2020, the governor of California has declaredissued an executive order declaring that any employee thatwho becomes ill with Covid-19COVID-19 will be assumedpresumed to have contracted the disease in the workplace if the worker worked onsite any time during the fourteen-day period prior to the onset of the illness. This automatic assumption thatThe presumption is rebuttable by the disease was contractedemployer with sufficient evidence discovered within 30 days, but in the workplace effectivelymany cases this places the costburden of employee medical care for Covid-19COVID-19 cases on employers. The executive order was valid through July 5, 2020. A new California bill has been passed to address employer liability in Workers’ Compensation for COVID-19 cases contracted after the expiration of the Governor’s executive order. The bill includes a requirement that a certain percentage of the employer’s workers be confirmed to have contracted the coronavirus before a rebuttable presumption of industrial origin is applied to individual cases, which may impact the extent to which Workers’ Compensation is used to address its treatment on employers.in California.

 

The Actuary Committee of the California Workers’ Compensation Insurance Rating Bureau is presently attempting to assess the impact of the Covid-19COVID-19 pandemic on future claims frequency and costs in relation to historically traditional claims frequency during times of severe economic downturn. They are especially focused on post-termination claims, work-at-home arrangements, and the Covid-19COVID-19 presumption.

12

 

For the first two and one-half months of the quarter ended March 31, 2020, the Covid-19COVID-19 outbreak did not have a significant impact on our business. We began to experience some slowdown in claims in the last two weeks of March, which has continued intothrough the secondthird quarter of 2020. At this time, however, we cannot predict if, how or when our employer customers will be allowed to reopen/ramp up their operations, and when reopened/ramped up, whether those operations, employee counts and workplace injuries will be the same or less than they were before the outbreak of the Covid-19 pandemic.return to pre-COVID-19 operations/employment levels. We anticipate that reductions in employee counts and workplace injuries will continue to negatively impact our revenues and have an adverse impact on our results of operations and liquidity position.

On April 21, 2020, PHCO was granted a Paycheck Protection Program (“PPP”) loan for in an amount of $133,400. On April 30, 2020 and May 11, 2020 subsidiaries MMM and MMC were granted PPP loans of $267,700 and $59,600, respectively. In the spirit of the PPP loan program policy of protecting the continued economic stability of employees, we put virtually all of the PPP loan amounts toward payroll and employee benefit expenses. We are currently in the process of seeking forgiveness of the PPP loans via the federal policies set forth for this purpose. 

In late June 2020, the reduction in volume in some areas of our business became clear as a trend. As a result, and after attempts to cut expenses in other areas, it became necessary to institute a business restructuring that included a reduction in force. After conducting an analysis of departmental demand, departmental function, projected business needs, and personnel, we laid off four employees on July 16, 2020. The reduction in force has not impacted our customers or our revenue generation potential based on our current and projected business volume.

 

While we have taken steps to render our business functions remotely, to deploy these measures effectively, and to do our best to ensure data security, there is no guarantee the measures we have taken will be completely effective, that our productivity will not be adversely impacted, or that we will not encounter some of the common risks associated with a remote workforce, including employees accessing company data and systems remotely. As discussed in greater detail in Item 1A Risk Factorsof our Annual Reportannual report on Form 10-K, our business could be materially and adversely affected by the potential interruptions to our business operations arising from the Covid-19COVID-19 outbreak.

In addressing the risk of COVID-19 cases and Workers’ Compensation claims within the Company, we have also implemented onsite measures recommended by national, state, and local health authorities to reduce the chances of transmission among our employees. These measures include an office reopening plan, phased policy measures based on local and state orders and our own risk assessment, compliance with ventilation and other building-level recommendations as made possible by the building owner, physical barriers and signage, limited onsite presence, pre-shift symptom screening, requiring mask usage and social distancing, strictly limiting the occupancy of the office and each area within it, and other measures that as of the date of this report are recommended to reduce the risk of transmission of COVID-19 in office spaces.

 

1213

 

Results of Operations

Comparison of the three months ended September 30, 2020 and 2019

 

The following represents selected components of our consolidated results of operations, for the three-month periods ended March 31,September 30, 2020 and 2019, respectively, together with changes from period-to-period:

 

 

For three months ended March 31, 

 
 

2020 

  

2019 

  

Amount of Change 

  

% Change 

  

For three months ended September 30,

         
                 

2020

  

2019

  

Amount Change

  

% Change

 

Revenues:

                                

HCO

 $326,665  $370,342  $(43,677

)

  (12

%)

MPN

  120,749   123,865   (3,116

)

  (3

%)

HCO fees

 $264,781  $376,170  $(111,389

)

  (30

%)

MPN fees

  124,836   131,164   (6,328

)

  (5

%)

Utilization review

  296,055   292,683   3,372   1

%

  307,139   318,816   (11,677

)

  (4

%)

Medical bill review

  83,079   134,997   (51,918

)

  (38

%)

  77,075   136,793   (59,718

)

  (44

%)

Medical case management

  677,212   781,614   (104,402

)

  (13

%)

  590,784   804,004   (213,220

)

  (27

%)

Other

  49,149   79,937   (30,788

)

  (39

%)

  51,139   71,758   (20,619

)

  (29

%)

Total revenues

  1,552,909   1,783,438   (230,529

)

  (13

%)

  1,415,754   1,838,705   (422,951

)

  (23

%)

                                

Expense:

                                

Depreciation

  17,231   18,884   (1,653

)

  (9

%)

Depreciation and amortization

  14,122   18,512   (4,390

)

  (24

%)

Bad debt provision

  101   -   101   -

%

  11,000   8,000   3,000   38

%

Consulting fees

  75,693   79,635   (3,942

)

  (5

%)

  58,621   57,945   676   1

%

Salaries and wages

  745,989   753,705   (7,716

)

  (1

%)

  694,352   789,319   (94,967

)

  (12

%)

Professional fees

  87,226   77,965   9,261   12

%

  68,979   86,241   (17,262

)

  (20

%)

Insurance

  94,793   73,383   21,410   29

%

  91,951   81,390   10,561   13

%

Outsource service fees

  106,114   124,809   (18,695

)

  (15

%)

  115,803   111,567   4,236   4

%

Data maintenance

  39,728   10,300   29,428   286

%

  6,603   8,726   (2,123

)

  (24

%)

General and administrative

  214,853   207,435   7,418   4

%

  163,863   187,855   (23,992

)

  (13

%)

Total expenses

  1,381,728   1,346,116   35,612   3

%

  1,225,294   1,349,555   (124,261

)

  (9

%)

                                

Income from operations

  171,181   437,322   (266,141)  (61

%)

  190,460   489,150   (298,690

)

  (61

%)

                                

Income before taxes

  171,181   437,322   (266,141

)

  (61

%)

  190,460   489,150   (298,690

)

  (61

%)

Income tax provision

  (48,053

)

  (122,759

)

  74,706   (61

%)

  53,463   137,401   (83,938

)

  (61

%)

                                

Net income

 $123,128  $314,563  $(191,435

)

  (61

%)

 $136,997  $351,749  $(214,752

)

  (61

%)

 

Revenue

Total revenues during the three-month period ended September 30, 2020, decreased 23% to $1,415,754 compared to $1,838,705 during the three-month period ended September 30, 2019. During the same period, HCO, MPN, utilization review, medical bill review, medical case management and other fees decreased by 30%, 5%, 4%, 44%, 27%, and 29%, respectively.

 

HCOFees

 

During the three-month periods ended March 31,September 30, 2020 and 2019, HCO fee revenues were $326,665revenue was $264,781 and $370,342$376,170, respectively. The 12%30% decrease in HCO revenue was attributable primarily attributable to the loss of twothree customers a decrease in the numberfourth quarter of HCO notifications for existing2019 and early 2020 and COVID-19 business restrictions which caused employer customers due to employee reductions made by our customers and revenue from HCO employee notifications that was recognized in the first quarter in 2019 being shifted to the second quarter in 2020. These decreases weretemporarily or permanently reduce their workforce, partially offset by an increaseincreases in claim network fees associated with COVID-19 related work illness. As a result of the number of claims, renegotiation of certain deliverablesCOVID-19 business restrictions, fees generated to an existing customerenroll employees into our HCO networks, monthly HCO program administration fees, and the addition of a new customer.claim network fees for workplace injuries decreased. HCO revenue is generated largely from fees charged to our employer customers for access to our HCO networks, per claim fees, notification fees and fees for other ancillary services the employer customers using our HCO networks may select. HCO notifications are mailed out annually and handed out by the employer for all new hires during the month. We prepare the mailings no earlier than three months prior to the end of the previous year’s enrollment so that our employers are able to prepare their employee rosters. Delays in the employer providing accurate and timely employee rosters can delay the notification process causing changes to when we record the revenues.

 

1314

 

MPN Fees

MPN fee revenue for the three-month periods ended March 31,September 30, 2020 and 2019, was $120,749were $124,836 and $123,865,$131,164, respectively, a decrease of 3% resulting from fewer5%, primarily due to COVID-19 business restrictions which caused employers to temporarily or permanently reduce their workforce which resulted in a decrease in the number of claims reported by customers.and MPN program fees. Like HCO revenue, MPN revenue is generated largely from fees charged to our employer customers for access to our MPN networks, per claim fees and fees for other ancillary services the employer customers using our MPN networks may select. Unlike the HCO, MPNs do not require annual notifications, but only require a notice to be given to an injured worker at the time the employer is notified by the injured worker that an injury occurred.

 

Utilization reviewReview

 

During the three-month periods ended March 31,September 30, 2020 and 2019, utilization review revenue was $296,055$307,139 and $292,683,$318,816, respectively. The increasedecrease of 1%4% in the 2020 period was primarily attributable to existing employer customers adding utilization review services to the suite of services they hire us to perform and an increase in the number of utilization reviews performed for existing employer customers who were already utilizing our utilization review services. These increases were partially offset by the loss of two customers. Our employer customers retain us toin the third quarter of 2020 and fewer utilization referrals for review proposalsas a result of COVID-19 restrictions for non-essential medical treatment. Utilization review can provide a safeguard against unnecessary and inappropriate medical treatment from the perspective of medical necessity, quality of care, and appropriateness of decision-making. Our employer customers retain us to review proposals for treatment.

 

Medical bill reviewMedical Bill Review

 

During the three-month period ended March 31,September 30, 2020, medical bill review revenue was $77,075 and $136,793, respectively. Medical bill review revenue decreased 38%by $59,718 when compared to $83,079 from $134,997 during the same period a year earlier. This decrease was primarily caused by processing fewer medical and hospital bills from existing customers due to a decrease inCOVID-19 restrictions placed on the volumedelivery by medical providers for non-essential medical treatment. Many of our existing customers have elected to pay the fee schedule, as opposed to having us review their hospital bills reviewed and the completion of a project of a backlog of bills for an existing customer. This decrease was partially offset by an existing customer adding medical bill review services to the existing suite of services we provide for them.bills. Medical bill review involves analyzing medical provider services and equipment billing to ascertain proper reimbursement. Such services include, but are not limited to, coding review and re-bundling, confirming that the services are customary and reasonable, fee schedule compliance, out-of-network bill review, pharmacy review, and preferred provider organization repricing arrangements. TheseOur medical bill review services can result in significant network savings.

Medical case managementCase Management

 

During the three months ended March 31,September 30, 2020 and 2019, medical case management revenue was $677,212$590,784 and $781,614,$804,004, respectively. ThisThe decrease in medical case management revenue of $213,220 was primarily due to COVID-19 restrictions placed on the resultdelivery of a decreasenon-essential medical treatment by medical providers and the loss of two customers in the number and amountthird quarter of time spent on claims managed with existing customers,2020, partially offset by certainincreases in medical management services on new and existing claims with current customers expandingand the suiteaddition of services they hire us to provide to include medical case management services.a new customer. Medical case management keeps medical treatment claims progressing to a resolution and assures treatment plans are aligned from a medical perspective. Medical oversight is a collaborative process that assesses plans, implements, coordinates, monitors and evaluates the options and services required to meet an injured worker’s health needs. MedicalA medical case managers actmanager acts as an ombudspersona liaison between the injured worker, claims adjuster, medical providers and attorneys to achieve optimal results for injured workers and employer/clients. We work to manage the number of nurses in our program to maintain our ratio of claims per nurse at a level that ensures timely and appropriate medical care is given to the injured worker and facilitates a faster claim closure for our customers.

Other

 

Other fees may consist of revenue derived from network access fees, lien representation, legal support services, Medicare-set-asideMedicare set-aside and workers’ compensation carve-outscarve-out services. Other fee revenue for three-month periods ended March 31,September 30, 2020 and 2019, was $49,149$51,139 and $79,937,$71,758, respectively. The decrease of $20,619 was due tothe result of fewer claimscustomers accessing our network and fewer Medicare-set-asides processed.Medicare set-asides referrals. We recorded no carve-out, lien representation, or legal support services during the three-month period ended September 30, 2020.

15

 

Expenses

 

Total expenses for the three months ended March 31,September 30, 2020 and 2019, were $1,381,728$1,225,294 and $1,346,116,$1,349,555, respectively. The 3% increasedecrease of $124,261 was primarily due tothe result of increases in bad debt provision, consulting fees, insurance, and outsource service fees, partially offset by depreciation and amortization, salaries and wages, professional fees, insurance, data maintenance, and general and administrative partially offset by decreases in depreciation, consulting fees, salaries and wages, and outsource service fees.expenses.

 

Depreciation and Amortization

 

During the three-month period ended March 31,September 30, 2020, we recorded depreciation and amortization expense of $17,231$14,122 compared to $18,884$18,512 during the comparable 2019 period. The decrease in depreciation and amortization was dueprimarily attributable to equipment that hadcertain fixed assets being fully depreciated prior to the quarter ended March 31, 2020.depreciated.

14

 

Bad Debtdebt Provision

 

During the three-month period ended March 31,September 30, 2020, we recorded bad debt provisions of $101 compared to $0 during the comparable 2019 period.  The increase in bad debt provision increased to $11,000 from $8,000 during the three-month period ended September 30, 2019. This increase was dueprimarily the result of an increase of customers with outstanding balances over 90 days during fiscal 2020, which was largely attributable to the writing off bad debtimpact of existingCOVID-19 on the businesses of our customers.

Consulting feesFees

 

ConsultingDuring the three months ended September 30, 2020, consulting fees decreased from $79,636increased 1% to $58,621 compared to $57,945 during the three months ended March 31, 2019, to $75,693 during the three months ended March 31, 2020.September 30, 2019. This decreaseincrease was the result of terminatingan increase in IT consulting fees offset by the termination of a consultant.consultant that was assisting with our insurance company acquisition search.

 

Salaries and wagesWages

 

During the three-month period ended March 31,September 30, 2020, salaries and wages decreased 1%12% to $745,989$694,352 compared to $753,705$789,319 during the same period in 2019. SalariesThe decrease in salaries and wages were lower duringwas the first quarter 2020 because we had one fewer full-time employee during that quarter.result of a reduction in our workforce of four employees.

 

Professional feesFees

 

For the three months ended March 31,September 30, 2020, we incurred professional fees of $87,226$68,979 compared to $77,965$86,241 during the three months ended March 31,September 30, 2019. The increase20% decrease in professional fees was mainly the result of higher fees paid to our medical consultants andlower legal fees, which was partially offset by decreased professional fees paid for accounting and medical case management services.fees, partially offset by increases in accounting fees.

 

Insurance

 

During the three-month period ended March 31,September 30, 2020, we incurred insurance expenses of $94,793,$91,951, a 29%13% increase over the same three-month period in 2019. TheThis increase in insurance expense was primarily attributable to increases in our group health insurance premiums. We expectand business insurance expenses will continuepremiums when compared to increase during 2020.the same period in 2019.

 

Outsource service feesService Fees

 

Outsource service fees consist of costs incurred by our subsidiaries in as a result of partially outsourcing general administrative tasks, utilization review, medical bill review, Medicare set-aside services and field medical case management services,fees and typically tends to increase and decrease in correspondence with increases and decreases in demand for those services. We incurred $106,114$115,803 and $124,809$111,567 in outsource service fees during the three-month periods ended MarchSeptember 30, 2020 and 2019, respectively. The 15%increase of $4,236 was primarily the result of increases in outsource services required for utilization review as we performed fewer utilization reviews in-house and outsourced more reviews during the third quarter 2020, partially offset by decreases in medical bill review, Medicare set-aside services, and field medical case management. We generally expect outsource service fees to fluctuate in correspondence with the level of utilization review, medical bill review and certain field medical case management services we provide.

16

Data Maintenance

During the three-month periods ended September 30, 2020 and 2019, data maintenance fees were $6,603 and $8,726, respectively. The decrease of $2,123 was the result of a reduction of HCO and MPN notification fees for existing customers due to employer customers reducing their workforce as a result of COVID-19 business restrictions during the three-month period ended September 30, 2020 when compared to the same period in 2019. Data maintenance fees tend to fluctuate from month to month depending on when new customers are enrolled, when the annual renewal of existing customer notification is due, and how many new employees our customers enroll in our HCO or MPN program.

General and Administrative

During the three-month period ended September 30, 2020, general and administrative expenses decreased 13% to $163,863 when compared to the three-month period ended September 30, 2019. This decrease was primarily attributable to decreases in dues and subscriptions, office supplies, parking, postage, rent-expense equipment, travel and entertainment and vacation expense, partially offset by increases in internet/IT enhancement, rent expense, telephone, and shareholders’ expense. These changes in general and administrative expenses were largely the result of COVID-19-related changes to how we have been conducting business during 2020.

Income from Operations

For the reasons described above total revenue during the three-month period ended September 30, 2020 decreased by $422,951, which was partially offset by a decrease of $124,261 from $1,349,555 in total expenses during the same period. Income from operations decreased by $298,690 or 61% during the three-month period ended September 30, 2020, when compared to the same period in 2019. 

Income Tax Provision

We realized income before taxes of $190,460 and $489,150 during the three-month periods ended September 30, 2020 and 2019, respectively, a decrease of $298,690. We similarly realized a decrease in volumeour income tax provision of $83,938, or 61%. The decrease in the provision of income taxes was the result of the decrease in income before taxes.

Net Income

During the three-month period ended September 30, 2020, total revenues of $1,415,754 decreased by 23% when compared to the same period in 2019. This decrease in total revenues was partially offset by a 9% decrease in total expenses, resulting in a 61% decrease in income from operations compared to the three months ended September 30, 2019. Correspondingly, we realized net income of $136,997 for the three-month period ended September 30, 2020, which reflects an 61% decrease compared to the three-month period ended September 30, 2019. 

17

Comparison of nine months ended September 30, 2020 and 2019

The following represents selected components of our customers that required outsource servicesconsolidated results of operations, for Medicare-set-asides,the nine-month periods ended September 30, 2020 and 2019, respectively, together with changes from period-to-period:

  

For nine months ended September 30,

         
  

2020

  

2019

  

Amount Change

  

% Change

 

Revenues:

                

HCO fees

 $916,693  $1,147,352  $(230,659

)

  (20

%)

MPN fees

  363,902   382,142   (18,240

)

  (5

%)

Utilization review

  854,922   898,054   (43,132

)

  (5

%)

Medical bill review

  242,237   396,870   (154,633

)

  (39

%)

Medical case management

  1,855,314   2,384,967   (529,653

)

  (22

%)

Other

  202,101   228,077   (25,976

)

  (11

%)

Total revenues

  4,435,169   5,437,462   (1,002,293

)

  (18

%)

                 

Expense:

                

Depreciation and amortization

  46,716   55,385   (8,669

)

  (16

%)

Bad debt provision

  11,101   8,000   3,101   39

%

Consulting fees

  195,978   207,587   (11,609

)

  (6

%)

Salaries and wages

  2,238,079   2,324,860   (86,781

)

  (4

%)

Professional fees

  223,747   265,457   (41,710

)

  (16

%)

Insurance

  274,974   241,695   33,279   14

%

Outsource service fees

  359,596   373,047   (13,451

)

  (4

%)

Data maintenance

  59,415   76,345   (16,930

)

  (22

%)

General and administrative

  515,738   612,856   (97,118

)

  (16

%)

Total expenses

  3,925,344   4,165,232   (239,888

)

  (6

%)

                 

Income from operations

  509,825   1,272,230   (762,405

)

  (60

%)

                 

Income before taxes

  509,825   1,272,230   (762,405

)

  (60

%)

Income tax provision

  143,111   357,214   (214,103

)

  (60

%)

                 

 Net income

 $366,714  $915,016  $(548,302

)

  (60

%)

Revenue

Total revenues during the nine-month period ended September 30, 2020, decreased 18% to $4,435,169 compared to $5,437,462 during the nine-month period ended September 30, 2019. During the first nine-months of 2020, HCO, MPN, utilization review, medical bill review, medical case management and other revenue decreased by 20%, 5%, 5%, 39%, 22%, and 11%, respectively.

HCO fees

During the nine-month periods ended September 30, 2020 and 2019, HCO fee revenues were $916,693 and $1,147,352, respectively. The 20% decrease in HCO revenue was primarily attributable to the loss of three customers and a reduction in employer customers workforce due to COVID-19 business restrictions. As a result of the COVID-19 business restrictions, fees generated to enroll employees into our HCO networks, monthly HCO program administration fees, and claim network fees for workplace injuries decreased. These decreases were partially offset by an increase in claim network fees associated with COVID-19 related work injuries, renegotiation of certain deliverables to an existing customer and the addition of a new customer.

MPN fees

MPN fee revenue for the nine-month periods ended September 30, 2020 and 2019, was $363,902 and $382,142, respectively. The decrease of 5% in MPN fees was the result of a loss of a customer and COVID-19 business restrictions which caused employers to temporarily or permanently reduce their workforce which led to a decrease in the number of claims and MPN program fees. As a result of the COVID-19 business restrictions, fees generated from access to our MPN networks, monthly MPN program administration fees, and claim network fees for workplace injuries decreased.

Utilization Review

During the nine-month periods ended September 30, 2020 and 2019, utilization review.review revenue was $854,922 and $898,054, respectively. The decrease of $43,132 in the 2020 period was attributable to a loss of customers and fewer utilization referrals for review as a result of COVID-19 business restrictions for non-essential medical treatment, which was only partially offset by the addition of two new customers.

Medical Bill Review

During the nine-month period ended September 30, 2020 and 2019, medical bill review revenue was $242,237 and $396,870, respectively. This 39% decrease was due to processing fewer hospital bills and medical bills from existing customers as a result of COVID-19 business restrictions on non-essential medical treatment by medical providers and the completion of a project of a backlog of bills for an existing customer, which did not recur in the 2020 period. The decreases were partially offset by an existing customer adding medical bill review services to the existing suite of services we provide for them.

Medical Case Management

During the nine-months ended September 30, 2020 and 2019, medical case management revenue was $1,855,314 and $2,384,967, respectively. The 22% decrease in medical case management revenue was primarily the result of the loss of two customers in the third quarter of 2020, a decrease in the number of claims managed with existing customers, coupled with fewer billable hours because of temporary closures of medical offices for non-essential services due to COVID-19; partially offset by increases in medical case management for existing customers to oversee COVID-19 workplace illnesses and two existing customers adding medical case management services.

Other

Other fees may consist of revenue derived from network access fees, lien representation, legal support services, Medicare set-aside and workers’ compensation carve-out services. Other fees revenue for the nine-month periods ended September 30, 2020 and 2019, was $202,101 and $228,077, respectively. The decrease of $25,976 was primarily the result of fewer network access fees and Medicare set-aside referrals processed. We anticipatedid not record any revenue for lien representation, legal support services, and workers’ compensation carve-out services.

Expenses

Total expenses for the nine-months ended September 30, 2020 and 2019, were $3,925,344 and $4,165,232, respectively. The decrease of $239,888 was the result of decreases in depreciation and amortization, consulting fees, salaries and wages, professional fees, outsource service fees, data maintenance, and general and administrative expense partially offset by increases bad debt provision and insurance.

Depreciation and Amortization

During the nine-month period ended September 30, 2020, we recorded depreciation and amortization expense of $46,716 compared to $55,385 during the comparable 2019 period. The decrease in depreciation and amortization was primarily attributable to certain fixed assets being fully depreciated, partially offset by the purchasing of new fixed assets.

Bad Debt Provision

During the nine-month period ended September 30, 2020, bad debt provision increased by $3,101 compared to the nine-month period ended September 30, 2019. This increase was primarily the result of several customers with outstanding balances over 90 days, which was largely attributable to the impact of COVID-19 on the businesses of our customers.

Consulting Fees

During the nine-months ended September 30, 2020, consulting fees decreased to $195,978 from $207,587, when compared the nine months ended September 30, 2019. This 6% decrease was primarily the result of terminating a consultant that was assisting us to identify insurance company acquisition candidates.

Salaries and Wages

During the nine-month period ended September 30, 2020, salaries and wages decreased 4% to $2,238,079 from $2,324,860 during the same period in 2019. This decrease was primarily the result of reducing our workforce due to a decrease in revenues as a result of COVID-19 business restrictions on our employer customers.

Professional Fees

For the nine-months ended September 30, 2020, we incurred professional fees of $223,747 compared to $265,457, during the nine months ended September 30, 2019. The decrease of $41,710 in professional fees was primarily the result of lower legal and medical case management fees, partially offset by increases in fees for accounting.

Insurance

During the nine-month period ended September 30, 2020, we incurred insurance expenses of $274,974, a 14% increase over the same nine-month period in 2019. The increase in insurance expense was primarily attributed to increases in group health and business insurance premiums during the nine-month period ended September 30, 2020 compared to the same period in 2019.

Outsource Service Fees

Outsource service fees consist of costs incurred by our subsidiaries in outsourcing utilization review, medical bill review, Medicare set-aside services, field medical case management services, and typically tends to fluctuate in correspondence with demand for those services. We incurred $359,596 and $373,047 in outsource service fees during the nine-month periods ended September 2020 and 2019, respectively. The decrease of $13,451 was primarily the result of decreases in outsource services required for utilization review and field medical case management, partially offset by increases in medical bill review and Medicare set-aside services. We generally expect our outsource service fees will continue to move correspondinglyin correspondence with the levelslevel of client claims.  utilization review, medical bill review and certain medical case management services we provide in the future.

 

Data maintenanceMaintenance

 

During the three-month periodnine-month periods ended March 31,September 30, 2020 and 2019, data maintenance fees were $39,728$59,415 and $10,300,$76,345, respectively. The increasedecrease of 286%$16,930 was primarily the result of recording the costsfewer HCO and MPN notification fees for existing customers due to employers reducing their workforce as a result of notification associated with a customer’s annual HCO renotificationsCOVID-19 business restrictions during the three-monthnine-month period ended March 31,September 30, 2020 when compared to the same period in 2019.

 

General and administrativeAdministrative

 

During the three-monthnine-month period ended March 31,September 30, 2020, general and administrative expenses increased 4%expense decreased by 16% to $515,738 when compared to the three-monthnine-month period ended March 31,September 30, 2019. This increaseThe decrease of $97,118 was primarily attributable to increases in dues and subscriptions, licenses and permits, and telephone, partially offset by decreases in auto expenses, dues and subscriptions, office supplies, parking, postage, rent-expense equipment, travel and entertainment and vacation expense, partially offset by increases in internet/IT enhancements, equipmentenhancement, rent expense, telephone, and repairs.

Income from Operations

Income from operations decreased 61% during the three-month period ended March 31, 2020 when compared to the same periodshareholders’ expense. These changes in 2019, asgeneral and administrative expenses were largely the result of the 13% decrease in revenue and 3% increase in expenses.COVID-19-related changes to how we have been conducting business during 2020.

 

Income from Operations

As a result of the 18% decrease in total revenue during the nine-month period ended September 30, 2020, coupled with a 6% decrease in total expenses, our income from operations before taxes decreased 60% from $1,272,230 to $509,825 compared to the same period in 2019.

 

Income Tax Provision

 

We realized income before taxes of $171,181$509,825 and $437,322$1,272,230 during the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, respectively. The decrease in income from operationsbefore taxes of $762,405, correspondingly, resulted in the provision for income taxes of $143,111 during the nine-month period ending September 30, 2020, compared to $357,214 for the same period a decrease in income tax provision of 61%.year earlier.

 

Net Income

 

During the three-monthnine-month period ended March 31,September 30, 2020, net incometotal revenues of $4,435,169 was $123,12818% lower when compared to $314,563 for the same period in 2019. As discussed above, thisThis decrease in net income was primarily due tototal revenues together with a decrease of 6% in total expenses resulted in a 60% decrease in income from operations and an increase in expenses.operations. Correspondingly, we realized net income of $366,714 for the nine-month period ended September 30, 2020, a 60% decrease compared to the nine-month period ended September 30, 2019. 

 

Liquidity and Capital Resources

 

As of March 31,September 30, 2020, we had cash on hand of $8,489,281$9,212,599 compared to $8,104,164 as ofat December 31, 2019. The $385,117$1,108,435 increase was primarily the result of net cash provided byfrom our operating activities of $700,538 and proceeds from PPP loans of $460,700, provided from financing activities, partially offset by cash used in investing activities. Net cash provided by our operating activities was the result of realizing net income coupled with increases in accounts payable, accrued expenses, income tax payable, and unearned revenue and decreases in accounts receivable, receivable – other, partially offset by decreased deferred rent expense and increased in prepaid expense.$52,803.

 

We used $19,637 in investing activities to purchase computers, furniture and equipment.

In late April and early May 2020, we received three Payment Protection Program loans for PHCO, MMC and MMM inAs of the amountsdate of $133,400, $59,600, and $267,700 respectively.

To date,this report, we have not laid off or otherwise reduced our workforcefour employees as a result of Covid-19.COVID-19 related closures of our employer customers. As noted above, we have taken advantage of and may in the future avail ourselves of federal, state or local government programs to protect our workforce as management and our board of directors determine to be in the best interest of the Company and our shareholders.

 

Historically, we have generally realized positive cash flows from operating activities, which coupled with positive reserves of cash on hand have been used to fund our operating expenses and obligations. Management currently believes that absent any unanticipated Covid-19COVID-19 impact, including, but not limited to a significant longer-term downturn in the economy or the loss of several major customers within a condensed time period, cash on hand and anticipated revenues from operations will be sufficient to cover our operating expenses over the next twelve months.

 

As the impact of the Covid-19COVID-19 pandemic continues to play out throughout our industry and the broader economy, we believe our strong cash position, could allow us to identify and capitalize on potential opportunities to expand our business either through the acquisition of existing businesses that may have insufficient resources to overcome the impacts of the pandemic, including, expansion into the insurance industry or through the creation of new lines of business. Depending upon the nature of the opportunities we identify, such acquisitions or expansion could require greater capital resources than we currently possess. Should we need additional capital resources, we could seek to obtain such through debt and/or equity financing. We do not currently possess an institutional source of financing and there is no assurance that we could be successful in obtaining equity or debt financing when needed on favorable terms, or at all. We could also use shares of our capital stock as consideration for a business acquisition transaction, but there is also no assurance that there would be significant market interest in our capital stock.

 

 

Cash Flow

 

During the threenine months ended March 31,September 30, 2020, cash was primarily used to fund operations. We had a net increase in cash of $385,117$1,108,435 during the threenine months ended March 31, 2020, compared to a net increase of $295,667 during the three months ended March 31, 2019.September 30, 2020. See below for additional information.

 

 

For the three months ended March 31,

  

For the nine months ended September

 
 

2020

(unaudited)

  

2019

(unaudited)

  

2020

(unaudited)

  

2019

(unaudited)

 
                

Net cash provided by operating activities

 $404,754  $297,951 

Net cash provided from operating activities

 $700,538  $1,075,267 

Net cash used in investing activities

  (19,637

)

  (2,284

)

  (52,803

)

  (46,653

)

Net cash used in financing activities

  -   - 

Net cash provided from financing activities

  460,700   - 
                

Net increase in cash

 $385,117  $295,667  $1,108,435  $1,028,614 

 

During the threenine months ended March 31,September 30, 2020 and 2019, net cash provided byfrom operating activities was $404,754$700,538 and $297,951,$1,075,267, respectively. As discussed herein, we realized net income of $123,128$366,714 during the threenine months ended March 31,September 30, 2020, compared to net income of $314,563$915,016 during the threenine months ended March 31,September 30, 2019. The increase of $106,803 innet cash flow from operating activities of $700,538 was primarily the result of decreases in net income, bad debt provision,accounts payable, deferred rent expense, unearned revenue, accounts receivable, receivableprepaid income tax, prepaid expenses, receivables – other, accounts payable, deferred rent expense, and increases in prepaid expenses, accounts payable,allowance for depreciation, bad debt provision and accrued expenses, income tax payable, and unearned revenue.expenses.

 

Net cash used in investing activities was $19,637$52,803 and $2,284$46,653 during the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, respectively. NetDuring the nine-month periods ended September 30, 2020 and 2019, net cash used in investing activities was higher by $17,353used to purchase computer equipment, equipment and software.

Net cash provided from financing activities during the three-month periodnine-month periods ended March 31,September 30, 2020 because of an increase in expenditures for computers, furniture, and equipment.2019 was $460,700 and $0, respectively.

 

Contractual Obligations and Contingencies

 

Smaller reporting companies are not required to provide this information.

 

Off-Balance Sheet Financing Arrangements

 

As of March 31,September 30, 2020, we had no off-balance sheet financing arrangements.

 

Inflation

 

We experience pricing pressures in the form of competitive prices.  Insurance carriers and third-party administrators often try to take our clients by offering bundled claims administration services with their own managed care services at a lower rate. We are also impacted by rising costs for certain inflation-sensitive operating expenses such as labor and employee benefits and facility leases. We believe that these impacts aremay be material to our revenues or net income. Some of our clients are public entities which contract with us at a fixed price for the term of the contract. Increases in labor and employee benefits can reduce our profit margin over the term of these contracts.

 

Critical Accounting Policies and Estimates

 

See Note 1 to our condensed consolidated financial statements included elsewhere in this report.

 

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

This information is not required for smaller reporting companies.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on the evaluation of our disclosure controls and procedures as of March 31,September 30, 2020, the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended March 31,September 30, 2020, that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1A. Risk Factors

 

ManagementOther than as described below, and elsewhere in this report, management does not believe there have been any material changes to the risk factors listed in Part I, “Item 1A, Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019. TheseThe risk factors described in our annual report on Form 10-K and below should be carefully considered with the information provided elsewhere in this report, which could materially adversely affect our business, financial condition or results of operations.

The ongoing COVID-19 pandemic and the responses to its spread have adversely affected and will continue to adversely impact our customers, our workforce, our business, operations, results of operations and financial condition.

 The global spread of the COVID-19 pandemic has created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business, operations and financial results continues to depend on numerous evolving factors that we may not be able to accurately predict or control, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic and actions taken in response on economic activity; the effect on our ability to provide services to our employer customers; and the ability of our employer customers to pay for our services.

Our revenue is largely dependent upon the number of injured workers we treat and help return to work. In response to measures implemented by the United States federal and California State governments to stem the spread of COVID-19, many of our employer customers have had to reduce their workforces, this has led to a decrease among our employer customers in the number of employees they have working and enrolled with us. It has also led to reductions in workplace injuries and the number of employee injuries we treat. During this time, medical providers were limiting non-essential medical procedures for existing workplace injuries, thus resulting in a reduction of medical care to oversee as part of our services. As of September 30, 2020, California State and local governments have continued to keep in place limitations of business operations of our employer customers, but medical providers are opening up to non-essential medical procedures. Despite the more recent expansion of customer business operations and medical provider appointments, the length of the slowdown in economic and healthcare activity has negatively impacted our business, revenue, financial condition and results of operations during 2020.

In response to stay-at-home orders and other measures employed by the State of California, in mid-March 2020, we activated the remote work functionality of our business continuity plan for all essential employees and nearly all other employees. Since that time, all critical business functions have been rendered remotely. We are continually assessing the situation and take such actions as we believe appropriate to respond to threats and potential business impacts, including incurring expenses to maintain remote work viability, information technology and security. There is no guarantee the measures we have implemented will be completely effective or that we will not encounter some of the common risks associated with a remote workforce, including reductions in employee productivity and employees accessing company data and system remotely.

The global outbreak of COVID-19 continues to rapidly evolve. The ultimate impact of the COVID-19 outbreak on our business, result of operations, financial condition and liquidity is highly uncertain and subject to change and cannot be reasonably estimated at this time.

 

Item 6. Exhibits

 

Exhibits. The following exhibits are filed or furnished, as applicable, as part of this report:

 

Exhibit Number

 

Title of Document

 

 

 

Exhibit 31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 32.1

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

Exhibit 101

 

The following materials from Pacific Health Care Organization, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31,September 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Unaudited Condensed Consolidated Financial Statements.

 

 

 

SIGNATURES

 

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 duly authorized.

 

PACIFIC HEALTH CARE ORGANIZATION, INC.

 

 

 

 

 

 

 

 

Date:

May 22,November 13, 2020

/s/ Tom Kubota

 

 

Tom Kubota

Chief Executive Officer

 

 

 

 

 

Date:

May 22,November 13, 2020

/s/ Fred Odaka

 

 

 

Fred Odaka

Chief Financial Officer

 

 

2026