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 June 30, 2012March 31, 2013
Commission File Number 1-9927
COMPREHENSIVE CARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 95-2594724 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
3405 W. Dr. Martin Luther King Jr. Blvd, Suite 101, Tampa, FL 33607
(Address of principal executive offices and zip code)
(813) 288-4808
(Registrant’s telephone number, including area code)
(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 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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
Non-Accelerated Filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 9, 2012,May 16, 2013, there were 59,251,83661,247,424 shares of the registrant’s common stock, $0.01 par value, outstanding.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
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CONSOLIDATED FINANCIAL STATEMENTS | ||||||||||
Consolidated Balance Sheets as of | 3 | |||||||||
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MANAGEMENT’S DISCUSSIONAND ANALYSISOF FINANCIAL CONDITIONAND RESULTSOF OPERATIONS | ||||||||||
QUANTITATIVEAND QUALITATIVE DISCLOSURESABOUT MARKET RISK | ||||||||||
CONTROLSAND PROCEDURES | ||||||||||
LEGAL PROCEEDINGS | ||||||||||
UNREGISTERED SALESOF EQUITY SECURITIESAND USEOF PROCEEDS | ||||||||||
DEFAULTS UPON SENIOR SECURITIES | 22 | |||||||||
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CERTIFICATIONS |
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
PART I – FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS |
(DollarsAmounts in thousands)
June 30, 2012 | December 31, 2011 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 1,491 | $ | 832 | ||||
Accounts receivable | 1,204 | 834 | ||||||
Other | 559 | 699 | ||||||
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3,254 | 2,365 | |||||||
Property and equipment, net | 265 | 392 | ||||||
Goodwill | 12,150 | 12,150 | ||||||
Other intangible assets, net of accumulated amortization of $1,560 in 2011 | — | 28 | ||||||
Other | 352 | 381 | ||||||
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$ | 16,021 | $ | 15,316 | |||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY DEFICIENCY | ||||||||
Current liabilities: | ||||||||
Notes payable: | ||||||||
Related parties | $ | 2,040 | $ | 2,090 | ||||
Other | 2,021 | 580 | ||||||
Current portion of long-term debt: | ||||||||
Related parties | 1,000 | — | ||||||
Other | 3,584 | 2,467 | ||||||
Accounts payable | 1,176 | 1,323 | ||||||
Accrued claims payable | 14,593 | 14,036 | ||||||
Other accrued expenses | 5,745 | 7,399 | ||||||
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30,159 | 27,895 | |||||||
Long-term liabilities: | ||||||||
Long-term debt, net of current portion: | ||||||||
Related parties | — | 1,000 | ||||||
Other | 408 | 2,903 | ||||||
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Total liabilities | 30,567 | 31,798 | ||||||
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Stockholders’ equity deficiency: | ||||||||
Preferred stock, $50 par value: | ||||||||
Series C Convertible; 14,400 shares authorized; 10,434 shares issued and outstanding | 522 | 522 | ||||||
Series D Convertible; 7,000 shares authorized; 250 shares issued and outstanding in 2012; none vested | — | — | ||||||
Other series; 974,260 shares authorized; none issued | — | — | ||||||
Common stock, $0.01 par value; authorized shares: 500,000,000 and 200,000,000; issued and outstanding 59,251,836 | 592 | 592 | ||||||
Additional paid-in capital | 25,704 | 25,455 | ||||||
Deficit | (41,364 | ) | (43,051 | ) | ||||
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Total stockholders’ equity deficiency | (14,546 | ) | (16,482 | ) | ||||
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$ | 16,021 | $ | 15,316 | |||||
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March 31, | December 31, | |||||||
2013 | 2012 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 1,763 | $ | 920 | ||||
Accounts receivable | 1,336 | 4,546 | ||||||
Other | 261 | 181 | ||||||
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3,360 | 5,647 | |||||||
Property and equipment, net | 132 | 172 | ||||||
Other | 256 | 305 | ||||||
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$ | 3,748 | $ | 6,124 | |||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY DEFICIENCY | ||||||||
Current liabilities: | ||||||||
Notes payable: | ||||||||
Related parties | $ | 2,000 | $ | 2,000 | ||||
Other | 972 | 2,239 | ||||||
Current portion of long-term debt: | ||||||||
Related parties | 1,000 | 1,000 | ||||||
Other | 3,174 | 2,067 | ||||||
Accounts payable | 1,197 | 1,110 | ||||||
Accrued claims payable | 11,844 | 13,099 | ||||||
Other accrued expenses | 6,187 | 5,820 | ||||||
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26,374 | 27,335 | |||||||
Long-term liabilities: | ||||||||
Long-term debt, net of current portion | 1,478 | 1,732 | ||||||
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Total liabilities | 27,852 | 29,067 | ||||||
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Stockholders’ equity deficiency: | ||||||||
Preferred stock, $50.00 par value, noncumulative: | ||||||||
Series C Convertible, 14,400 shares authorized; 10,434 shares issued and outstanding | 522 | 522 | ||||||
Series D Convertible; 7,000 shares authorized; 250 shares issued and outstanding in 2012; none vested | — | — | ||||||
Other series; 974,260 shares authorized; none issued | — | — | ||||||
Common stock, $0.01 par value; authorized shares: 500,000,000 and 200,000,000 respectively; issued and outstanding 59,776,836 | 598 | 594 | ||||||
Additional paid-in capital | 26,224 | 25,982 | ||||||
Deficit | (51,448 | ) | (50,041 | ) | ||||
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Total stockholders’ equity deficiency | (24,104 | ) | (22,943 | ) | ||||
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$ | 3,748 | $ | 6,124 | |||||
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See accompanying notes to consolidated financial statements.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(DollarsAmounts in thousands, except per share amounts)
Three Months Ended | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | March 31, | ||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2013 | 2012 | |||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Managed care revenues | $ | 18,124 | $ | 18,557 | $ | 36,014 | $ | 36,839 | $ | 1,217 | $ | 17,890 | ||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Costs of revenues | 13,765 | 18,794 | 30,409 | 35,323 | 789 | 16,644 | ||||||||||||||||||
General and administrative | 2,226 | 2,982 | 2,741 | 4,143 | 1,391 | 515 | ||||||||||||||||||
Depreciation and amortization | 60 | 218 | 156 | 434 | 40 | 96 | ||||||||||||||||||
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16,051 | 21,994 | 33,306 | 39,900 | 2,220 | 17,255 | |||||||||||||||||||
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Operating income (loss) | 2,073 | (3,437 | ) | 2,708 | (3,061 | ) | ||||||||||||||||||
Operating (loss) income | (1,003 | ) | 635 | |||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest expense, including $159, $126, $319 and $244, respectively, to related parties, and amortization of debt discount of $75, $221, $270 and $410, respectively | (465 | ) | (468 | ) | (1,028 | ) | (902 | ) | ||||||||||||||||
Other non-operating income (loss), net | 1 | (29 | ) | 12 | 107 | |||||||||||||||||||
Interest expense, including amortization of debt discount of $48 and $195 | (401 | ) | (563 | ) | ||||||||||||||||||||
Other non-operating income, net | — | 11 | ||||||||||||||||||||||
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Income (loss) before income taxes | 1,609 | (3,934 | ) | 1,692 | (3,856 | ) | ||||||||||||||||||
(Loss) income before income taxes | (1,404 | ) | 83 | |||||||||||||||||||||
Income taxes | 2 | 36 | 5 | 73 | 3 | 3 | ||||||||||||||||||
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Net income (loss) | $ | 1,607 | $ | (3,970 | ) | $ | 1,687 | $ | (3,929 | ) | ||||||||||||||
Net (loss) income | $ | (1.407 | ) | $ | 80 | |||||||||||||||||||
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Net income (loss) attributable to common stockholders | $ | 1,607 | $ | (3,970 | ) | $ | 1,687 | $ | (3,929 | ) | ||||||||||||||
Net (loss) income attributable to common stockholders | $ | (1,407 | ) | $ | 80 | |||||||||||||||||||
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Earnings (loss) per common share: | ||||||||||||||||||||||||
Earnings per common share: | ||||||||||||||||||||||||
Basic | $ | 0.03 | $ | (0.07 | ) | $ | 0.03 | $ | (0.07 | ) | $ | (0.02 | ) | $ | 0.00 | |||||||||
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Diluted | $ | 0.02 | n/a | $ | 0.02 | n/a | $ | (0.02 | ) | $ | 0.00 | |||||||||||||
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Weighted average common shares outstanding: | ||||||||||||||||||||||||
Basic | 59,252 | 55,784 | 59,252 | 55,217 | 59,745 | 59,252 | ||||||||||||||||||
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Diluted | 88,434 | n/a | 81,787 | n/a | 59,745 | 62,552 | ||||||||||||||||||
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See accompanying notes to consolidated financial statements.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(DollarsAmounts in thousands)
Six Months Ended June 30, | Three Months Ended | |||||||||||||||
March 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Cash flows from operating activities: | ||||||||||||||||
2012 | 2011 | |||||||||||||||
Net cash provided by operating activities | $ | 812 | $ | 548 | $ | 1,299 | $ | 378 | ||||||||
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Cash flows from investing activities: | ||||||||||||||||
Additions to property and equipment | (2 | ) | (22 | ) | — | (1 | ) | |||||||||
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Net cash used in investing activities | — | (1 | ) | |||||||||||||
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Cash flows from financing activities: | ||||||||||||||||
Net proceeds from sale of common stock | — | 300 | ||||||||||||||
Proceeds from borrowings: | ||||||||||||||||
Related parties | — | 200 | ||||||||||||||
Other | 100 | — | ||||||||||||||
Proceeds from borrowings | — | 100 | ||||||||||||||
Debt issuance costs | (8 | ) | — | — | (8 | ) | ||||||||||
Repayment of debt: | ||||||||||||||||
Related parties | (50 | ) | (100 | ) | ||||||||||||
Other | (193 | ) | (199 | ) | ||||||||||||
Repayment of debt | (456 | ) | (128 | ) | ||||||||||||
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Net cash (used in) provided by financing activities | (151 | ) | 201 | |||||||||||||
Net cash used in financing activities | (456 | ) | (36 | ) | ||||||||||||
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Net increase in cash | 659 | 727 | 843 | 341 | ||||||||||||
Cash at beginning of period | 832 | 563 | 920 | 832 | ||||||||||||
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Cash at end of period | $ | 1,491 | $ | 1,290 | $ | 1,763 | $ | 1,173 | ||||||||
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Supplemental disclosures of cash flow information: | ||||||||||||||||
Cash paid during the period for interest, including related party interest of $11 and $2, respectively | 405 | 227 | ||||||||||||||
Cash paid for: | ||||||||||||||||
Interest | 147 | 158 | ||||||||||||||
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Property acquired under capital leases | — | 37 | ||||||||||||||
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Non-cash investing and financing activities: | ||||||||||||||||
Common stock and warrants issued for outside services | — | 84 | 135 | — | ||||||||||||
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See accompanying notes to consolidated financial statements.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTE 1 – DESCRIPTIONOFTHE COMPANY’S BUSINESSAND BASISOF PRESENTATION
The accompanying unaudited interim condensed consolidated financial statements for Comprehensive Care Corporation (referred to herein as the “Company,” or “CompCare”) and its subsidiaries have been prepared in accordance with the Securities and Exchange Commission (“SEC”) rules for interim financial information and do not include all information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Interim results for the current period are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying financial information should be read in conjunction with the consolidated financial statements and the notes thereto in our most recent annual report on Form 10-K. Certain minor reclassifications of prior period amounts have been made to conform to the current period presentation.
Our consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, Comprehensive Behavioral Care, Inc. (“CBC”) and Core Corporate Consulting Group, Inc. (“Core”), each with their respective subsidiaries (collectively referred to herein as “we,” “us” or “our”). Through CBC, weWe provide managed care services in the behavioral health, substance abuse, and psychotropic pharmacy management fields for commercial, Medicare, Medicaid and Children’s Health Insurance Program (“CHIP”) members on behalf of health plans. We also provide behavioral pharmaceutical management services for two health plans, in Puerto Rico.as well as self-insured companies, unions, and Taft-Hartley health and welfare funds. Our managed care operations include at-risk behavioral health contracts, at-risk pharmacy management contracts, and administrative service agreements.agreements, fee-for-service agreements, and capitation contracts. The customer base for our services includes both private and governmental entities. Our services are provided by unrelated vendors on a subcontract basis.
Under our at-risk contracts, we assume the financial risk for the costs of member behavioral healthcare services in exchange for a fixed, per member per month fee. Under our administrative services only (“ASO”) contracts, we may manage behavioral healthcare programs or perform various managed care functions, such as clinical care management, provider network development and claims processing without assuming financial risk for member behavioral healthcare costs. Under our pharmacy contracts, we manage behavioral pharmaceutical services for the members of health plans on an at-risk or ASO basis. In general, our contracts with our other customers have one or two year initial terms, with automatic annual extensions. Such contracts generally provide for cancellation by either party upon 60 to 90 days written notice or the right to request a renegotiation of terms under certain circumstances.
NOTE 2 – ACCOUNTS RECEIVABLE
Our trade accounts receivable at March 31, 2013 and December 31, 2012 consists primarily of receivables related to our major contract in Puerto Rico that expired December 31, 2012. During the three months ended March 31, 2013, we collected approximately $2.3 million from our Puerto Rico client. The receivable balance was further reduced by approximately $1.0 million of claims paid on our behalf by the Puerto Rico client.
Pursuant to an Assignment agreement executed April 10, 2013 and effective March 15, 2013, $1 million of the accounts receivable balance of approximately $1.3 million as of March 31, 2013 is assigned to two creditors as partial payment of their loans. See Note 3 “Notes Payable.”
NOTE 3 – NOTES PAYABLE
In May 2012,January 2013, a 14%, $100,000 convertible promissory note matured and was renewed on the same terms until April 30, 2013 at which time the note was again renewed. The new note utilizes the same terms as the previous note and has a maturity date of July 31, 2013.
In February 2013, a zero coupon promissory note in the amount of $230,000 matured and was replaced by a new note of similar terms with a face value of $230,000 and a maturity date of AugustMay 31, 2012.
In April 2012,March 2013, we renewed a 14%, $100,000 convertible promissory note matured and was renewed on the same terms until July 31, 2012, at which time the note was again renewed. The new note utilizes the same terms as the previous note and has a maturity date of October 31, 2012.
A 24% convertible10% promissory note in the amount of $2 million$100,000 and a 7% promissory note in the amount of $50,000, each for additional one-year terms. One of the note holders was issued a three-year warrant to purchase 25,000 shares of our common stock at an exercise price of $0.15.
On March 15, 2013, we executed an agreement with a related party,creditor to modify the terms of a major stockholder, was not repaid on itspreviously matured but unpaid promissory note in the amount of $1.4 million. Under the modified terms of the note, the maturity date was extended from February 28, 2013 to January 31, 2014 and the conversion price at which the note may be converted into our common stock was reduced to $0.125 from $0.25. In addition, the exercise price of June 4, 2011,a warrant to purchase our common stock issued in conjunction with the note was reset from $0.44 to $0.22. We also assigned certain receivables (see Note 2 “Accounts Receivable”) and is currentlya potential arbitration recovery to the creditor as a source of future repayment of a second loan from the creditor in default. Asthe amount of June 30, 2012, interest of approximately $1.0 million was$625,000 maturing May 14, 2013 and a $75,000 loan from an individual related to the creditor also due on May 14, 2013. Any proceeds remaining from the assigned receivables and potential recovery after repayment of the aforementioned loans will be used to reduce the principal of the $1.4 million loan, but not in default on thisexcess of $300,000. The modification was accounted for as a troubled debt restructuring, but we recognized no gain because the effective interest rate of the modified promissory note was less than the effective interest rate of the original promissory note.
We continuewere unable to accrue interest at the rate of 24% and include these obligations in current liabilities (Note 4).
NOTE 3 – LONG-TERM DEBT
Ourrepay our 14% senior promissory notes payable to unrelated parties in the total amount of approximately $1.8 million matured on the maturity date of April 15, 2012, but were not repaid. However, during June, July, and August of 2012, we reached2013. We are currently in negotiations with the holders to resolve the default. We completed an agreement with holders ofto extend the maturity date for approximately $1.7$1.3 million of the notes or approximately 98%,on May 13, 2013. See Note 4 “Long Term Debt.” In addition, we were not able to renewrepay a $1 million loan due May 8, 2013.
On May 8, 2013, we executed an agreement with a creditor to modify the notes for an additional year. The notes will mature Aprilterms of a promissory note in the amount of $625,000. Under the modified terms of the note, the maturity date was extended from May 14, 2013 to July 15, 2013 and bear interestthe conversion price at 14% effectivewhich the note may be converted into our common stock was reduced to $0.125 from April 15, 2012. Although we expect$0.25. In addition, the exercise price of a warrant to negotiate the same note modificationspurchase our common stock issued in conjunction with the remaining senior note holders in the near future, we cannot provide any assurance of the ultimate success of these negotiations.was reset from $0.44 to $0.22.
NOTE 4 –LONG TERM DEBT
On May 13, 2013, we executed an agreement with a holder of approximately $1.3 million of our senior promissory notes to extend the maturity date of the notes from April 15, 2013 to April 15, 2014. We also agreed to extend the term of approximately 5.2 million warrants that had been issued at the time the notes were issued in April 2010 for an additional two years, such that the warrants will now expire in 2017. In conjunction with the renewal, we will issue 774,391 shares of our common stock to the lender relating to 50% of the interest and fees owed as of April 15, 2013.
NOTE 5 CONTINGENCIES
Economic conditions and related risks, concentrations and uncertainties:
The United States and other parts of the world have been experiencing a severe and widespread recession accompanied by, among other things, instability in the financial markets and reduced credit availability, which are likely to continue to have far-reachingfar reaching effects on economic activity for an indeterminate period. The probable duration and effects and probable duration of these conditions on our ability to obtain continued support from our major stockholders and other lenders, success in our marketing efforts, and ultimately, profitable operations and positive cash flows, cannot be estimated at this time.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
We occasionally carry cash and equivalents on deposit with financial institutions in excess of federally-insured limits, and the risk of losses related to such concentrations may be increasing as a result of recent economic developments discussed in the foregoing paragraph. The extent of a loss to be sustained as a result of uninsured deposits in the event of a future failure of a financial institution, if any, however, is not subject to estimation at this time.
Going concern uncertainty:
At June 30, 2012,March 31, 2013, we had a working capital deficiency of approximately $26.9$23.0 million and a stockholders’ equity deficiency of approximately $14.5$24.1 million resulting from a history of operating losses. Approximately $2.8$2.9 million of debt was past due and therefore in default.default as of March 31, 2013. As a result of these conditions, and the aforementioned economic conditions and related risks, our ability to continue as a going concern will be dependent upon the success of management’s plans, as set forth in the following paragraph, and is subject to significant uncertainty. Management has determined that these conditions have not contributed to any impairment ofExcept for the Company’s goodwill at this time, andconsideration in determining the valuation allowance for deferred tax assets from net operating loss carryforwards (Note 8), the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty, exceptuncertainty.
Need for the consideration afforded this matter in determining the valuation allowance for deferred tax assets from net operating loss carryforwards (Note 7).Additional Financing
Although we cannot provide any assurance in this respect, we believeOur existing capital may not be sufficient to meet our cash needs. We expect that subject to the general economic conditions, risks and uncertainties discussed in the preceding paragraphs, (a) with our new Senior Secured Revolving Credit Facility (see Note 10 “Subsequent Event”), existing customer contracts, plus the addition of new pharmacy management contracts we believethat we are close to obtaining through our marketing efforts, the collection of receivables, and the launchextension of new pharmacy management programs, and (b) the expected continuing financial support from our major stockholders and bondholders,vendor payments, that we will be able to improve our cash flows and operating results in the near term and sustain current operations over the next year.near term. However, we do not currently maintain a line of credit or other financing arrangement with any financial institution and have not made any arrangementscontinue to obtain any additional financing but are lookinglook at various alternative sources of financing if operations cannot support our ongoing plan. Nevertheless, there also can be no assurance that we will be able to find such financing in amounts or on terms acceptable to us, if at all, or that we will be able to achieve the expectedor sustain profitable operations and positive operating cash flows in the near term. Accordingly,Although subject to the general economic conditions, risks and uncertainties discussed in the preceding paragraphs, management believes that our current cash position will likely be sufficient to meet our current levels of operations in the short term, our ability to achieve our business objectives and continue as a going concern for a reasonable period of time is dependent upon the success of the foregoingour plans to obtain sufficient debt or equity financing, and, ultimately, to achieve profitable operations and positive cash flows from operations during the next year.2013.
Concentration, major customer contract:
We currently provide mentalbehavioral health substance abuse, and pharmacy prescription drugs management services on an at-risk basis to approximately 212,00037,000 members of a health plan in Puerto Rico on an at-risk basis pursuant to a contract that expires in September 2012.providing Medicare benefits. The contract accounted for 76.5%43.5%, or $27.6 million,$529,000 of our revenuesrevenue for the six months ended June 30, 2012. The contract provided for automatic renewals for additional one year terms unless either party provides 90 days prior written notice of its intention not to renew the agreement. However, on March 5, 2012, the contract with the aforementioned health plan in Puerto Rico was amended to extend the contract term to December 31, 2012, and to increase the rate to be paid to the Company for pharmacy management services by approximately 11% retroactively effective January 1, 2012.
In addition, we resolved a contract interpretation dispute for $2.2 million with the health plan against the cost of pharmacy drugs for which it was agreed that we are not responsible under the contract. The contract dispute resolution removes the cost of pharmacy drugs prescribed for non-mental health conditions charged to us by the health plan’s pharmacy benefit manager from the contract’s inception to April 2012. The contract resolution reduced our pharmacy cost by $2.2 million during the three months ended June 30, 2012. Additionally, the dispute resolution required us to establishMarch 31, 2013. This contract is for a designated bank account in the name of our client for the payment of claims associatedthree year period effective January 1, 2012 and may be terminated by either party with this client.
The aforementioned health plan in Puerto Rico has the ability to cancel the contract without cause by providing at least 90 days prior written notice, and in the event of a material breach of the contract, each party has the right to terminate after 60 days prior written notice, except that a breach involving either party’s financial obligations requires only 30-day notice. The foregoing notwithstanding, the breaching party would have 30 days to cure the breach to prevent termination of the contact. The loss of this customer, without replacement by new business, would adversely affect our future financial results and jeopardize our ability to continue as a going concern.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
Legal matters:
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Aside from the litigation described below, as of the date of this report, we are not currently involved in any legal proceeding that we believe would have a material adverse effect on our business, financial condition or operating results.
(1) | We |
(2) |
During the six months ended June 30, 2012, we re-evaluated the adequacy of our provision for possible litigation settlements and legal defense costs and made adjustments to reduce the provision by the amount of approximately $1.6 million, which resulted in an equal reduction of our first quarter general and administrative expense. The reduction is due to the Company obtaining an offsetting judgment against an individual that also has pending judgments against us described in item (1) above. With regard to this matter, we obtained a letter of credit in 2011 for approximately $1.9 million to collateralize two surety bonds that permit our appeal of these judgments against us.
(3) | We are in arbitration with a former health plan client in Missouri relating to its allegation that we breached our obligation to pay claims submitted to us for payment. The arbitration is underway but has not yet progressed significantly. |
(4) | A group of health care providers in the state of Louisiana has filed suit against us claiming breach of contract in that we failed to pay claims submitted to us for payment. The litigation is currently in the discovery stage. |
Management believes that the remainingit has established a provision for legal expenses that it believes is adequate for the estimated probable minimum losses, including legal defense costs, to be incurred from the litigation described above.these matters.
Other:
In connection with a new customer agreement for usour former major contract to provide mental health, substance abuse and pharmacy prescription drugs management services in Puerto Rico, we obtained a letter of credit from a bank in the amount of $4.0 millionfor $4,000,000 to assure the customer of our compliance with our obligations under the agreement. The letter of credit extends past the expiration date of the contract, decreasing at the rate of $666,667 monthly until the letter’s termination on June 30, 2013. Under such agreement, the customer may draw on all or part of the letter of credit under certain defined circumstances. Collateral for the letter of credit was provided by a major stockholder of the Company. If the client draws upon the letter of credit, we may become liable to our major stockholder for the amount of collateral accessed by the bank to fulfill its obligations under the letter of credit.thereunder.
NOTE 56 – FAIR VALUEVALUEOF FINANCIALFINANCIAL INSTRUMENTSINSTRUMENTS
The carrying amounts of cash, accounts receivable and accounts payable approximate their estimated fair value due to the short-term nature of these instruments. Since our other financial liabilities are not traded in an open market, we generally use a present value technique, which is a level 3 input, as defined in generally accepted accounting principles, to measure the estimated fair value of these financial instruments, except for valuing stock options and warrants. The rate used for discounting expected cash flows is a risk-free rate adjusted for systematic and unsystematic risk.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
The carrying amounts and estimated fair values of these financial instruments (all are liabilities) at June 30, 2012,March 31, 2013, are as follows (in thousands):
Carrying | Estimated | |||||||||||||||
Carrying Amount | Estimated Fair Value | Amount | Fair Value | |||||||||||||
Promissory notes | $ | 3,290 | $ | 3,273 | $ | 2,880 | $ | 2,853 | ||||||||
Zero-coupon promissory notes | 230 | 224 | 230 | 225 | ||||||||||||
Debentures | 549 | 528 | 537 | 534 | ||||||||||||
Senior promissory notes | 1,758 | 1,746 | 1,771 | 1,770 | ||||||||||||
Long-term promissory note | 100 | 96 | ||||||||||||||
Less unamortized discount | (175 | ) | — | |||||||||||||
Long-term promissory notes | 125 | 121 | ||||||||||||||
Less: unamortized discount | (39 | ) | — | |||||||||||||
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Net liabilities | $ | 5,752 | $ | 5,867 | $ | 5,504 | $ | 5,503 | ||||||||
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Due to the inherent nature of related party transactions, we have not attempted to estimate the fair value of liabilities payable to related parties of the Company. As such, promissory notes payable with a carrying value of $3,040,000$3,000,000 are excluded from the table above.
NOTE 67 – EQUITY INSTRUMENTS
Our Series C preferred stock is currently convertible into common stock at the rate of approximately 316.28 common shares for each share of Series C preferred, adjustable for any dilutive issuances of common occurring in the future. Series C preferred shares vote with the common stockholders on an as-converted basis. The shares are nonparticipating except that dividends, when declared by our Board of Directors on the common stock, must be paid on the Series C stock on an as-converted basis before any dividends are paid on our common stock. The Series C is also cumulative with respect to dividends on common stock and junior series of preferred stock. Other significant rights and preferences of the Series C preferred include:
the right to vote as a separate class to appoint five directors of the Company, and
liquidation preferences, whereby the Series C holders have a claim against our assets senior to the claim of the holders of our common stock in the event of our liquidation, dissolution or winding-up (the value of the liquidation preference is $250 per share, or approximately $2.6 million at June 30, 2012)March 31, 2013).
We also have a class of convertible preferred stock, Series D, for which 7,000 shares are authorized and 250 shares were issued during the six months ended and outstanding as of June 30, 2012.March 31, 2013. The shares, which were granted in January 2012, do not vest until the tenth anniversary of the grant date. Such shares were issued in exchange for the cancelation of 120 previously granted warrants to purchase Series D shares. Once vested, a Series D preferred share will be convertible at any time into 100,000 shares of common stock, subject to adjustment in the event of any common stock dividend, split, combination thereof or other similar recapitalization, without additional consideration. Prior to vesting and thereafter, each Series D convertible preferred share is entitled to all voting, dividend, liquidation and other rights accorded a share of Series D convertible preferred stock. As to dividends, the Series D stock is noncumulative. If a dividend is declared on the common stock, each share of Series D stock is entitled to receive a dividend equal to 50% of the dividend declared for the common stock as if the Series D stock had been converted. Despite their nonvested status, voting rights of each share nevertheless consist of the right to cast the number of votes equal to those of 500,000 shares of common stock. Unless otherwise required by applicable law, holders of shares of Series D have the right to vote together with holders of common stock as a single class on all matters submitted to a vote of our stockholders. At June 30, 2012,March 31, 3013, approximately $3.6$3.3 million of compensation expense remained to be recognized over the next 9.58.8 years related to the Series D shares.
We may periodically issue shares of common stock as payment for services, interest and debt. During the three months ended March 31, 2013, we issued 325,000 shares of common stock to consultants in lieu of cash payment.
STOCK INCENTIVE COMPENSATION PLANS
WARRANTS:
To Purchase Common Stock
We periodically issue warrants to purchase shares of our common and preferred stock for the services of employees and non-employee directors.
DueDuring the quarter ended March 31, 2013, we issued to employeenote holders and director resignations, we derecognized netconsultants warrants to purchase an aggregate of 1.7 million shares of our common stock. The warrants were immediately exercisable at prices ranging from $0.15 to $0.25 and had terms of from two to three years. We recognized approximately $56,000 of compensation costs of approximately $32,000 and $24,000, respectively, related to warrants to purchase common stock during the three and six months ended June 30, 2012.March 31, 2013. Total unrecognized compensation costs related to warrants as of June 30, 2012,March 31, 2013 was approximately $204,000$1,000 which is expected to be recognized over a weighted-average period of 37nine months. The total fair value of warrants vested during the three and six months ended June 30, 2012,March 31, 2013 was $5,708.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
approximately $59,000.
A summary of our warrant activity for the three and six months ended June 30,March 31, 2013 and 2012 and 2011 follows:
Warrants | Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||||||
Outstanding at January 1, 2013 | 35,957,583 | $ | 0.33 | 4.26 years | ||||||||||||||||||||||
Granted | 1,700,000 | $ | 0.25 | |||||||||||||||||||||||
Forfeited or expired | (325,000 | ) | $ | 0.37 | ||||||||||||||||||||||
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Outstanding at March 31, 2013 | 37,332,583 | $ | 0.33 | 4.00 years | ||||||||||||||||||||||
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Exercisable at March 31, 2013 | 37,298,583 | $ | 0.33 | 4.00 years | — | |||||||||||||||||||||
Outstanding at January 1, 2012 | 41,057,583 | $ | 0.35 | 4.86 years | 41,057,583 | $ | 0.35 | 4.86 years | ||||||||||||||||||
Granted | 25,000 | $ | 0.25 | 25,000 | $ | 0.25 | ||||||||||||||||||||
Forfeited or expired | (100,000 | ) | $ | 0.53 | (100,000 | ) | $ | 0.53 | ||||||||||||||||||
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Outstanding at March 31, 2012 | 40,982,583 | $ | 0.35 | 4.61 years | 40,982,583 | $ | 0.35 | 4.61 years | ||||||||||||||||||
Forfeited or expired | (2,300,000 | ) | $ | 0.32 | ||||||||||||||||||||||
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Outstanding at June 30, 2012 | 38,682,583 | $ | 0.35 | 4.58 years | ||||||||||||||||||||||
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Exercisable at June 30, 2012* | 37,615,583 | $ | 0.33 | 4.62 years | ||||||||||||||||||||||
Outstanding at January 1, 2011 | 27,209,750 | $ | 0.38 | 4.25 years | ||||||||||||||||||||||
Granted | 1,291,500 | $ | 0.89 | |||||||||||||||||||||||
Reclassified | 500,000 | $ | 0.55 | |||||||||||||||||||||||
Forfeited, expired, or cancelled | (650,000 | ) | $ | 0.51 | ||||||||||||||||||||||
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Outstanding at March 31, 2011 | 28,351,250 | $ | 0.40 | 4.05 years | ||||||||||||||||||||||
Granted | 433,000 | $ | 0.25 | |||||||||||||||||||||||
Forfeited or expired | (1,000,000 | ) | $ | 1.00 | ||||||||||||||||||||||
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Outstanding at June 30, 2011 | 27,784,250 | $ | 0.37 | 3.77 years | ||||||||||||||||||||||
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Exercisable at June 30, 2011* | 25,459,250 | $ | 0.34 | 3.76 years | ||||||||||||||||||||||
Exercisable at March 31, 2012 | 39,315,583 | $ | 0.33 | 4.67 years | — |
To Purchase Series D Convertible Preferred Stock
During the three months ended June 30, 2012, warrants to purchase up to 100 shares of our Series D convertible preferred stock expired. All such warrants have now expired unexercised.
OPTIONS:
From time-to-time, we grant stock options as compensation for services to our employees, non-employee directors and certain consultants (“grantees”) allowing grantees to purchase our common stock pursuant to stockholder-approved stock option plans. We currently have three active incentive qualified option plans, the 1995 Incentive Plan, the 2002 Incentive Plan and the 2009 Equity Compensation Plan (collectively, the “Plans”), that provide for the granting of stock options, stock appreciation rights, limited stock appreciation rights, restricted preferred stock, and common stock grants to grantees. Grants issued under the Plans may qualify as incentive stock options (“ISOs”) under Section 422A of the Internal Revenue Code of 1986, as amended. Options for ISOs may be granted for terms of up to ten years. The vesting of options issued under the 1995 and 2002 plans generally occurs after six months for one-half of the options and after 12 months for the remaining options. For the 2009 Equity Compensation Plan, the vesting period is determined by the Compensation and Stock Option Committee. The exercise price for ISOs must equal or exceed the fair market value of the underlying shares on the date of grant. The Plans also provide for the full vesting of all outstanding options under certain change of control events. The maximum number of common shares authorized for issuance of options totals 52,000,000 under the Plans is 52,000,000.Plans. As of June 30, 2012,March 31, 2013, there were a total of 43,938,100 shares44,668,000 options available for grant and 7,030,9006,328,000 options outstanding, 6,413,0006,011,334 of which were exercisable, under the Plans.
In addition, under our Non-employee Directors’ Stock Option Plan, we are authorized to issue non-qualified stock options to our non-employee directors for up to 1,000,000 common shares. Each non-qualified stock option is exercisable at a price equal to the average of the closing bid and asked prices of the common stock in the over-the-counter market for the most recent preceding day there was a sale of the stock prior to the grant date. Grants of options
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
vest in accordance with vesting schedules established by our Board of Directors’ Compensation and Stock Option Committee. Upon joining our Board of Directors, directors receive an initial grant of 25,000 options. Annually, directors are granted 15,000 options on the date of our annual meeting. As of June 30, 2012,March 31, 2013, there were 796,668801,668 shares available for option grants and 105,000100,000 options outstanding under the non-qualified directors’ plan, 65,00080,000 of which were exercisable.
As of June 30, 2012, we also had 1,500,000 options outstanding and exercisable. These options were issued outside the option plans described above.
A summary of our option activity for the three and six months ended June 30,March 31, 2013 and 2012 and 2011 follows:
Options | Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term | |||||||||||
Outstanding at January 1, 2012 | 8,795,400 | $ | 0.33 | 7.74 years | ||||||||||
Forfeited or expired | (40,000 | ) | $ | 0.38 | ||||||||||
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Outstanding at March 31, 2012 | 8,755,400 | $ | 0.33 | 7.49 years | ||||||||||
Forfeited or expired | (119,500 | ) | $ | 0.35 | ||||||||||
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Outstanding at June 30, 2012 | 8,635,900 | $ | 0.33 | 7.24 years | ||||||||||
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Exercisable at June 30, 2012* | 7,978,000 | $ | 0.33 | 7.15 years | ||||||||||
Outstanding at January 1, 2011 | 2,611,100 | $ | 0.50 | 8.09 years | ||||||||||
Granted | 25,000 | $ | 0.23 | 9.82 years | ||||||||||
Forfeited or expired | (464,750 | ) | $ | 0.30 | ||||||||||
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Outstanding at March 31, 2011 | 2,171,350 | $ | 0.54 | 7.77 years | ||||||||||
Forfeited or expired | (116,500 | ) | $ | 0.38 | ||||||||||
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Outstanding at June 30, 2011 | 2,054,850 | $ | 0.55 | 7.47 years | ||||||||||
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Exercisable at June 30, 2011* | 1,125,650 | $ | 0.68 | 6.70 years |
Options | Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||
Outstanding at January 1, 2013 | 6,618,000 | $ | 0.32 | 8.29 years | ||||||||||
Forfeited or expired | (190,000 | ) | $ | 0.79 | ||||||||||
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Outstanding at March 31, 2013 | 6,428,000 | $ | 0.31 | 8.15 years | — | |||||||||
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Exercisable at March 31, 2013 | 6,091,334 | $ | 0.31 | 8.11 years | — | |||||||||
Outstanding at January 1, 2012 | 8,795,400 | $ | 0.33 | 7.74 years | ||||||||||
Forfeited or expired | (40,000 | ) | $ | 0.38 | ||||||||||
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Outstanding at March 31, 2012 | 8,755,400 | $ | 0.33 | 7.49 years | — | |||||||||
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Exercisable at March 31, 20112 | 8,004,400 | $ | 0.33 | 7.40 years | — |
Total recognized compensation costs during the three and six months ended June 30, 2012March 31, 2013 were approximately $73,000 and $168,000, respectively.$15,000. As of June 30, 2012,March 31, 2013, there was approximately $112,000$35,000 of unrecognized compensation cost related to options expected to be recognized over a weighted-average period of 138 months. We might have recognized approximately $15,000 and $34,000$3,000 of tax benefits attributable to stock-based compensation expense recorded during the three and sixquarter ended June 30, 2012.March 31, 2013. However, this potential benefit was fully offset by our valuation allowance due to the aforementioned significant uncertainty of future realization. The total fair value of options vested during the three and six months ended June 30, 2012,March 31, 2013 was $11,148.approximately $10,000.
NOTE 78 – INCOMETAXES
We are subject to the income tax jurisdictions of the U.S., Puerto Rico, as well as and multiple state tax jurisdictions. Our provisionsprovision for income taxes for the three and six months ended June 30,March 31, 2013 and 2012 and 2011, represented solelywas attributable to certain state income tax expenses.states. The effective income tax ratesrate for the three and six months ended June 30, 2012 were 0.1% and 0.3%, respectively. Our income before income taxes for the three and six months ended June 30, 2012, was attributable to the net profit of a subsidiary in Puerto Rico, which is currently not subject to the U.S. federal tax jurisdiction. For the three months ended June 30,March 31, 2013 and 2012 our subsidiary in Puerto Rico utilized approximately $1.0 million of deferred tax assets from net operating loss carryforwards. was 0.2% and 3.6%, respectively.
At June 30, 2012,March 31, 2013, we have federal net operating loss carryforwards of approximately $38.4$34.4 million, the deductibility of $29.3$29.2 million of which is presently limited to approximately $361,000 annually under Section 382 of the Internal Revenue Code dueCode. Approximately $361,000 of any net operating losses prior to recent changes in controlthe January 2009 ownership change (“the earlier change”) can be used to offset taxable income annually. In addition, we can offset our taxable income each year by approximately $274,000 of the Company.net operating losses which incurred between the earlier change and the August 2011 ownership change. We estimate that 59.3% of the $29.2 million pre-change losses will expire and be unavailable to offset our future taxable income.
Management has evaluated our tax positions taken or to be taken on income tax returns that remain subject to examination (i.e., tax years 20082009 and thereafter federally, earlier for certain other jurisdictions), and has concluded that there are no uncertain tax positions, as defined in generally accepted accounting principles, that require recognition or disclosure in the consolidated financial statements.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
NOTE 89 – PERSHAREDATA
For the periods presented, the following table sets forth the computation of basic and where applicable,* diluted earnings per share attributable to common stockholders (dollars(amounts in thousands, except per share data):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 1,607 | $ | (3,970 | ) | $ | 1,687 | $ | (3,929 | ) | ||||||
Add: Impact of assumed conversions Interest on convertible debts | 231 | — | 223 | — | ||||||||||||
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Net income (loss) attributable to common stockholders after assumed conversions | $ | 1,838 | $ | (3,970 | ) | $ | 1,910 | $ | (3,929 | ) | ||||||
Denominator: | ||||||||||||||||
Weighted average common shares – basic | 59,252 | 55,784 | 59,252 | 55,217 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Series C convertible preferred stock | 3,300 | — | 3,300 | — | ||||||||||||
Series D convertible preferred stock | 5,182 | — | 6,551 | — | ||||||||||||
Stock options | — | — | — | — | ||||||||||||
Warrants | — | — | — | — | ||||||||||||
Convertible debts | 20,700 | — | 12,684 | — | ||||||||||||
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Weighted average common shares – diluted | 88,434 | 55,784 | 81,787 | 55,217 | ||||||||||||
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Earnings per share: | ||||||||||||||||
Basic | $ | 0.03 | $ | (0.07 | ) | $ | 0.03 | $ | (0.07 | ) | ||||||
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Diluted | $ | 0.02 | n/a | $ | 0.02 | n/a | ||||||||||
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2013 | 2012 | |||||||
Numerator: | ||||||||
Net (loss) income attributable to common stockholders | $ | (1,407 | ) | $ | 80 | |||
Denominator: | ||||||||
Weighted average common shares – basic | 59,745 | 59,252 | ||||||
Effect of dilutive securities: | ||||||||
Series C convertible preferred stock | — | 3,300 | ||||||
Stock options | — | — | ||||||
Warrants | — | — | ||||||
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Weighted average common shares – diluted | 59,745 | 62,552 | ||||||
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Earnings per share: | ||||||||
Basic | $ | (0.02 | ) | $ | 0.00 | |||
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Diluted | $ | (0.02 | ) | $ | 0.00 | |||
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NOTE 910 – SUBSEQUENT EVENTS
Other than the changes in our outstanding debt instruments described in Notes 23 and 3,4, no events were identified that in our opinion require accounting recognition or disclosure in these financial statements.statements, with the exception of the following:
Senior Secured Revolving Credit Facility
On May 3, 2013, we entered into a Senior Secured Revolving Credit Facility Agreement that will allow us to borrow up to $5,000,000 to fund our general working capital needs. Our initial draw on the credit facility occurred May 3, 2013 in the amount of approximately $884,000, which represents an initial draw of $1 million less transaction expenses. The credit facility is guaranteed by the current and future assets of CompCare and its subsidiaries, with the exception of our Puerto Rico subsidiary. Borrowings under the credit facility will bear interest
at an annual rate of 12%, payable weekly. The credit facility will mature on November 3, 2013, at which time we may request an extension of the maturity date for an additional six month period provided that we are not in default in any respect, which may be accepted or rejected by the lender in its sole discretion.
The Agreement contains financial covenants such as, but not limited to, minimum revenues, positive earnings before interest, tax, depreciation and amortization expenses, and loan-to-value ratio. The Agreement also specifies events of default and related remedies, including acceleration and increased interest rates following an event of default. Loans under the credit facility will be evidenced by a Revolving Convertible Promissory Note. At any time while the Note remains outstanding, subject to certain limitations, the lender may convert all or any portion of the outstanding principal, accrued but unpaid interest and other sums payable under the Note into shares of our common stock at a price equal to (i) the amount to be converted, divided by (ii) 85% of the lowest daily volume weighted average price of our common stock during the five business days immediately prior to the conversion date.
As consideration for investment banking and advisory services provided to us by the lender, we paid a fee to the lender in the form of 1,470,588 shares of our common stock, issued on May 8, 2013. The shares and the Note were issued by the Company upon reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided in Section 4(2) thereof.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIESWarrant issuance
On April 11, 2013, we issued warrants to purchase 2,000,000 shares of our common stock to a company in lieu of cash compensation for consulting and pharmacy analytical services. The warrants, which expire in April 2016, were vested in full at issuance and can be exercised at a price of $0.20 per share.
ITEM 2. MANAGEMENT’S DISCUSSIONAND ANALYSISOF FINANCIAL CONDITIONAND RESULTSOF OPERATIONS
ITEM 2. | MANAGEMENT’S DISCUSSIONAND ANALYSISOF FINANCIAL CONDITIONAND RESULTSOF OPERATIONS |
In addition to historical information, the following information contains forward-looking statements as defined under federal securities laws. Such statements include, but are not limited to, statements about the expected future overall performance of the healthcare market, our expected futureanticipated operating results, financial resources, and operating results, including increases in revenues, increased profitability, interest expense, and our expected growth and expansion, and our expectations regarding ouranticipated favorable results from legal actions, the ability to obtain new and maintain existing behavioral healthcare contracts and the profitability, if any, of such behavioral healthcare contracts. These statements are based on current expectations, estimates and predictions by managementprojections about the industry and markets in which we operate, the customers we serve and management’s beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, those related to, changes in local, regional, and national economic and political conditions, the effect of governmental regulation, competitive market conditions, varying trends in member utilization, our ability to manage healthcare operating expenses, our ability to achieve expected results from new business, the profitability of our capitated contracts, cost of care, seasonality, our ability to obtain additional financing, and other risks detailed herein and from time to time in our filings with the SEC.
The following discussion should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto of CompCare and subsidiaries appearing elsewhere in this report.
OVERVIEW
The Company provides healthWe provide managed care services and products through its primary operating subsidiaries, Comprehensive Behavioral Care, Inc. (“CBC”) and Core Corporate Consulting Group, Inc. (“Core.”)
Through CBC and its subsidiaries, we provide managedin the behavioral healthcare,health, substance abuse, and psychotropic pharmacy management services. We provide these servicesfields, primarily to commercial, Medicare, Medicaid, and Children’s Health Insurance Program (“CHIP”) health plans. Additionally, CBC provides pharmacyplans, as well as self-insured companies, unions, and analytic services for itsTaft-Hartley health plan customers to integrate medical claims data and pharmacy data into actionable information so patient care can be coordinated cost effectively.welfare funds. Our managed care operations include at-risk behavioral health contracts, at-risk pharmacy management contracts, and administrative service agreements.agreements, fee-for-service agreements, and capitation contracts.
SOURCES OF REVENUE
Our revenue can be segregated into the following significant categories (dollars(amounts in thousands):
Three Months Ended | Six Months Ended | Three Months Ended | ||||||||||||||||||||||
June 30, | June 30, | March 31, | ||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2013 | 2012 | |||||||||||||||||||
At-risk behavioral contracts | $ | 7,490 | $ | 9,526 | $ | 14,966 | $ | 19,095 | $ | 914 | $ | 7,476 | ||||||||||||
Administrative services only contracts | 853 | 749 | 1,670 | 1,451 | 303 | 817 | ||||||||||||||||||
At-risk pharmacy contracts | 9,781 | 8,282 | 19,378 | 16,293 | — | 9,597 | ||||||||||||||||||
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$ | 18,124 | $ | 18,557 | $ | 36,014 | $ | 36,839 | $ | 1,217 | $ | 17,890 | |||||||||||||
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Our customer base primarily includes regional health plans that do not have their own behavioral network. We provide services primarily through a network of contracted providers that includes:
psychiatrists;
psychologists;
therapists;
other licensed healthcare professionals;
psychiatric hospitals;
general medical facilities with psychiatric beds;
residential treatment centers; and
other treatment facilities.
The services provided through our provider network include outpatient programs (such as counseling or therapy), intermediate care programs (such as intensive outpatient programs and partial hospitalization services), inpatient programs and crisis intervention services. We do not directly provide treatment or own any treatment facility.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
We typically enter into contracts on an annual basis to provide managed behavioral healthcare, substance abuse, and psychotropic pharmacy management services to our customers’ members. Our arrangements with our clients fall into two broad categories:
At-risk arrangements under which our clients pay us a fixed fee per member in exchange for our assumption of the financial risk of providing services; and
ASO arrangements where we manage behavioral healthcare programs or perform various managed care services, such as clinical care management, provider network development, and claims processing without assuming financial risk for member behavioral healthcare costs.
We also cover psychotropic pharmacy management services, where we receive an additional per-member per-month amount. We manage psychotropic pharmacy services through the collection and analysis of pharmacy claims data which is provided by the health plan’s pharmacy benefit manager (“PBM”), whose primary functions are claims adjudication and drug cost negotiation. Through data analysis and usage evaluation against clinically sound, evidence-based criteria, we are able to identify ineffective, inappropriate and costly drug utilization. Our approach is to address these issues in a collaborative manner with the primary care physicians and psychiatrists through the provision of useful information based on our analysis. Our goal is to produce positive outcomes for patients while controlling pharmacy costs.
Under at-risk arrangements, the number of covered members as reported to us by our clients determines the amount of premiums we receive, which is independent of the cost of services rendered to members. The amount of premiums we receive for each member is fixed by our contract at the beginning of our contract term. Under certain circumstances these premiums may be subsequently adjusted up or down, or the contract terminated, generally at the commencement of each renewal period.
Our largest expense is the cost of behavioral health services and pharmacy drugs that we provide, which is based primarily on our arrangements with healthcare providers. Since we are subject to increases in healthcare operating expenses based on an increase in the number and frequency of our members seeking behavioral care services, our profitability depends on our ability to predict and effectively manage healthcare operating expenses in relation to the fixed premiums we receive under at-risk arrangements. Providing services on an at-risk basis exposes
us to the risk that our contracts may ultimately be unprofitable if we are unable to control or otherwise anticipate healthcare costs. Accrued claims payable and claims expense are our most significant critical accounting estimates. See“Critical Accounting Policies and Estimates” below.
We manage programs through which services are provided to recipients in 23 states, the District of Columbia and Puerto Rico.five states. Our objective is to provide easily accessible, high quality behavioral healthcare and pharmacy services and to manage costs through measures such as the monitoring of hospital inpatient admissions and the review of authorizations for various types of outpatient therapy. Our goal is to combine access to quality behavioral healthcare services with effective management controls in order to ensure the most cost-effective use of healthcare resources.
Our programs and services include:
management of prescription drugs on an at-risk basis for health plans;
fully integrated behavioral healthcare and psychotropic pharmacy management services;
analytic services for medical and pharmacy claims for medical integration of behavioral and medical care coordination;
case management/utilization review services;
administrative services management;
preferred provider network development;
management and physician advisor reviews; and
overall care management services.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
We also manage physician-prescribed psychotropic medications for two Medicare health plans in Puerto Rico. Members are generally given a prescription from their primary care physician or psychiatrist. We are at-risk for the psychotropic drug costs and manage that appropriate medications are being utilized by the prescribing physician.
RECENT DEVELOPMENTS
Pharmaceutical Drug Management Initiative; New Business
We continue our efforts to expand our new Pharmacy Savings Management Program, marketed through our dedicated, wholly-owned subsidiary CompCare Pharmacy Solutions, Inc. For health plans, self insured entities, unions, and Taft-Hartley health and welfare funds, we will offer to manage on an at-risk basis prescription drug programs. Through the use of selected pharmacy benefits managers, pharmacy data analytics, and the development of cost-saving ancillary pharmacy programs, we believe we can materially reduce drug costs for our clients that utilize our program. Our marketing efforts of this program are receiving positive traction and, in March of 2013, we entered into an agreement with Local No. 29 of the Laborers International Union of North America to provide our Pharmacy Savings Program, and in May 2013, we signed a Pharmacy Savings Management agreement with Utica City (NY) School District. Both programs are scheduled to launch in the third quarter of this year.
Revolving Credit Facility Agreement
On May 3, 2013, we entered into a Senior Secured Revolving Credit Facility Agreement that will allow us to borrow up to $5,000,000 to fund our general working capital needs. Our initial draw on the credit facility occurred May 3, 2013 in the amount of approximately $884,000, which represents an initial draw of $1 million less transaction expenses. The credit facility is guaranteed by the current and future assets of CompCare and its subsidiaries, with the exception of our Puerto Rico subsidiary. Borrowings under the credit facility will bear interest at an annual rate of 12%, payable weekly. The credit facility will mature on November 3, 2013, at which time we may request an extension of the maturity date for an additional six month period provided that we are not in default in any respect, which may be accepted or rejected by the lender in its sole discretion.
The Agreement contains financial covenants such as, but not limited to, minimum revenues, positive earnings before interest, tax, depreciation and amortization expenses, and loan-to-value ratio. The Agreement also specifies events of default and related remedies, including acceleration and increased interest rates following an event of default. Loans under the credit facility will be evidenced by a Revolving Convertible Promissory Note. At any time while the Note Renegotiationremains outstanding, subject to certain limitations, the lender may convert all or any portion of the outstanding principal, accrued but unpaid interest and other sums payable under the Note into shares of our common stock at a price equal to (i) the amount to be converted, divided by (ii) 85% of the lowest daily volume weighted average price of our common stock during the five business days immediately prior to the conversion date.
As consideration for investment banking and advisory services provided to us by the lender, we paid a fee to the lender in the form of 1,470,588 shares of our common stock. The shares and the Note were issued by the Company upon reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided in Section 4(2) thereof.
Retirement of President
On April 22, 2013, we were notified by our President, Robert R. Kulbick, that he needed to retire for medical reasons effective May 1, 2013. We have named Ramon Martinez to direct our pharmacy management program as President of CompCare Pharmacy Solutions, Inc., the wholly-owned subsidiary dedicated to marketing our pharmacy savings program. Mr. Martinez has been working with the Company on its new, innovative pharmacy savings program as a Senior Management Advisor since August 2012.
Debt in Default
We were unable to repay our 10%14% senior promissory notes in the amount of approximately $1.8 million on the maturity date of April 15, 2012. However, during June, July, and August2013. On May 13, 2013, we completed an agreement to extend the maturity date for approximately $1.3 million of 2012, we reached agreementthe notes. We are currently in discussions with the holders of approximately $1.7 million, or approximately 98%, of these notes to renew them for an additional year. The notes will mature April 15, 2013 and bear interest at 14% effective retroactively from April 15, 2012. Although we expect to negotiate the same note modifications with the remaining senior note holders$500,000 of notes and do not anticipate any difficulty in the near future,completing extension agreements. In addition, we cannot provide any assurance of the ultimate success of these negotiations.
Contract Amendment
In June 2012, we resolvedwere not able to repay a contract interpretation dispute for $2.2$1 million which reduced the cost of psychotropic drugs for which we are not responsible related to our major contract in Puerto Rico. The contract dispute resolution removes a portion of the cost of drugs prescribed for non-mental health conditions charged to us by the health plan’s pharmacy benefit manager from the contract’s inception to April 2012. The effect of the contract dispute resolution was to reduce our pharmacy cost by $2.2 million for the three months ended June 30, 2012.
Contract Terminations
In June 2012, we received a letter from our Louisiana client informing us that our contract to provide at-risk behavioral healthcare services to approximately 52,000 of its Medicare members would be terminated effective July 31, 2012. The contract accounted for 5.4% or $2.0 million, and 4.6%, or $1.7 million, of our revenues for the six months ended June 30, 2012 and 2011, respectively. As this contract resulted in an operating loss during 2012, its elimination is likely to improve our overall operating results.
On March 26, 2012, we received a letter from a customer terminating its contract with us effective July 1, 2012. Under the contract we provided behavioral healthcare services on an at-risk and ASO basis to approximately 209,000 Medicaid and Medicare members. The contract accounted for 5.1% or $1.8 million, and 5.3%, or $1.9 million, of our revenues for the six months ended June 30, 2012 and 2011, respectively. However, since this contract produced an operating loss for 2011 and for the six months ended June 30, 2012, its elimination is likely to improve our overall operating results.
Expense Reduction Initiative
Inloan due May 2012, we announced that we had implemented cost-saving measures beginning in the first quarter of this year to reduce our general and administrative expenses and increase our operating income. The measures included salary reductions for mid-level staff and senior management, as well as the layoff of 26 employees, among others.
Rate Increase – Major Contract
On March 5, 2012, we amended our major Puerto Rico contract that provided approximately 76.5% of our operating revenue during the six months ended June 30, 2012, and under which we provide mental health, substance abuse treatment, and pharmacy management services. Pursuant to the amendment, the contract term was extended to December 31, 2012 and the contract rate for pharmacy management services was increased by approximately 11% effective retroactively to January 1, 2012.8, 2013.
New or IncreasedBehavioral Health Care Business
On March 1, 2012, we began supplying behavioral health services on an at-risk basis to approximately 6,000 members of a Texas health plan that serves Medicaid and CHIP beneficiaries.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
In February 2012, we added approximately 40,000 individuals to our covered membership through the increased business of a previously existing customer. As a result, we will provide behavioral health care services on an ASO basis to participants of the In-home Support Services Workers Health Care Program in Los Angeles County, California.
Effective January 1, 2012,2013, we began providing administrative behavioral health services to approximately 39,0003,000 members of a Medicare Advantage population serviced by a health plan in the statesstate of Missouri and Washington. Services are provided on an at-risk basis.California.
Increase in Authorized Common SharesDebt Modifications
Effective JanuaryOn May 13, 2012,2013, we increasedexecuted an agreement with a holder of approximately $1.3 million of our senior promissory notes to extend the numbermaturity date of authorizedthe notes from April 15, 2013 to April 15, 2014. We also agreed to extend the term of approximately 5.2 million warrants that had been issued at the time the notes were issued in April 2010 for an additional two years, such that the warrants will now expire in 2017. In conjunction with the renewal, we will issue 774,391 shares of our common stock thatto the lender relating to 50% of the interest and fees owed as of April 15, 2013.
On May 8, 2013, we may issue from 200 millionexecuted an agreement with a creditor to 500 million, based on an affirmative vote by written consentmodify the terms of a majoritypromissory note in the amount of $625,000. Under the modified terms of the note, the maturity date was extended from May 14, 2013 to July 15, 2013 and the conversion price at which the note may be converted into our shareholders.
Pharmaceutical Drug Management Initiative
common stock was reduced to $0.125 from $0.25. In addition, the exercise price of a warrant to purchase our common stock issued in conjunction with the note was reset from $0.44 to $0.22. We have recently launchedreserved funds with which to pay this obligation at maturity.
On March 15, 2013, we executed an effortagreement with a creditor to expandmodify the terms of a previously matured but unpaid promissory note in the amount of $1.4 million. Under the modified terms of the note, the maturity date was extended from February 28, 2013 to January 31, 2014 and the conversion price at which the note may be converted into our drug management program.common stock was reduced to $0.125 from $0.25. In addition, the exercise price of a warrant to purchase our common stock issued in conjunction with the note was reset from $0.44 to $0.22. We also assigned certain receivables and a potential arbitration recovery to the creditor as a source of future repayment of a second loan from the creditor in the amount of $625,000 maturing May 14, 2013 and a $75,000 loan from an individual related to the creditor also due on May 14, 2013. Any proceeds remaining from the assigned receivables and potential recovery after repayment of the aforementioned loans will offerbe used to manage on an at-risk basis prescription drug programs for health plans and self insured entities. We believe we can generally reduce drug costs for our clients that utilize our program.the principal of the $1.4 million loan, but not in excess of $300,000.
RESULTSOF OPERATIONS
Three months ended June 30, 2012March 31, 2013vs. 20112012
Revenues:Total managed care revenues decreased slightly forWith the three months ended June 30, 2012 compared to the three months ended June 30, 2011. However, we experienced various increasesexpiration of our at-risk Behavioral Health and decreases in the categories of such revenues as described below.
At-risk behavioral healthPharmacy contracts: Operating revenues from at-risk contracts decreased by 21.4%, or approximately $2.0 million, to $7.5 million for the three months ended June 30, 2012, compared to $9.5 million for the three months ended June 30, 2011. The decrease was primarily attributable to the loss of customers in Missouri, Texas and Wisconsin during the fourth quarter of 2011 that had accounted for $3.2 million of revenue for the three months ended June 30, 2011. This decrease was offset by approximately $1.2 million in additional revenues in 2012 from new and previously existing customers.
ASO contracts: Revenue from ASO contracts increased by 13.9%, or approximately $0.1 million, to $0.9 million for the three months ended June 30, 2012, primarily consisting of additional revenue from the expansion of business of previously existing ASO customers.
Pharmacy management contracts:Pharmacy revenue increased by 18.1%, or approximately $1.5 million, to $9.8 million for the three months ended June 30, 2012, from approximately $8.3 million for the three months ended June 30, 2011, attributable primarily to a 6.5% increase in membership and a 11% contract rate increase effective January 1, 2012 from our major customer in Puerto Rico.
Costs of revenues:Total costs of revenues decreased approximately 26.8%, or approximately $5.0 million, in 2012 as compared to 2011 for reasons set forth in the following four paragraphs.
Claims costs, at-risk behavioral health contracts: Claims expense on at-risk contracts decreased by 24.2%, or approximately $1.9 million, to $6.1 million for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011. The decrease was primarily attributable to a lack of claims for three contracts that were terminated during the fourth quarter of 2011 described above as compared to $2.9 million of claims costs for these contracts for the comparable prior period. The claims costs decrease was offset by increases of $0.7 million and $0.3 million, respectively, from expansion of existing contracts and the addition of new at-risk business. Claims costs as a percentage of at-risk revenues decreased to 81.1% for the three months ended June 30, 2012, from 84.2% for the three months ended June 30, 2011, attributable to lower utilization.
Pharmacy drug costs:Pharmacy costs decreased by 28.8%, or approximately $2.5 million, to $6.2 million for the three months ended June 30, 2012, as compared to $8.7 million for the three months ended June 30, 2011. The decrease is primarily attributable to a $2.2 million resolution of a contract interpretation dispute relating to the
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
removal of non-psychotropic drugs charged to us by the health plan’s pharmacy benefit manager from the contract’s inception to April 2012. Pharmacy costs as a percentage of pharmacy revenue decreased from 104.7% for the three months ended June 30, 2011, to 63.2% for the three months ended June 30, 2012, due to an increase in the contract rate effective January 1, 2012, for our major Puerto Rico customer and the aforementioned $2.2 million contract dispute resolution.
Contract loss allowance: During the three months ended June 30, 2012, we reversed $0.3 million of an excess contract loss allowance that we had established at December 31, 2011 for our Louisiana contract. The allowance was no longer needed due to the early termination of the contract.
Other healthcare operating costs: Other healthcare costs, which consist of the costs of care administration, such as salaries, employee benefits and external medical case review fees, decreased 12.5%, or approximately $0.3 million, due primarily to salary reductions and cost savings from employee headcount reductions that occurred during the three months ended June 30, 2012. Total healthcare costs as a percentage of total operating revenue decreased to 10.1% for the three months ended June 30, 2012, compared to 11.3% for the three months ended June 30, 2011.
General and administrative expense: General and administrative expense decreased by 25.1%, or approximately $0.7 million, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011. The decrease was primarily attributable to a $0.7 million reduction in legal expense as compared to the same period of the previous year. As a percentage of total operating revenue, general and administrative expense decreased to 12.3% for the three months ended June 30, 2012, compared to 16.0% for the three months ended June 30, 2011, attributable to the aforementioned.
Interest expense.Interest expense, excluding amortization of debt discount, increased by approximately 57.9%, or approximately $143,000, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011 due to an increase in the weighted average amount of debt outstanding from $5.8 million to $9.3 million. The average effective interest rate, excluding amortization of debt discount, approximated 17% for both periods.
Income taxes.Our provisions for income taxes for the quarters ended June 30, 2012 and 2011 represented solely income tax expense for certain states. Our effective income tax rate for the three months ended June 30, 2012, was 0.1%. During the current quarter, our subsidiary in Puerto Rico utilizedon December 31, 2012, which comprised approximately $1.0 million83% of deferred tax assetsthe Company’s total revenue, our operating revenues have decreased significantly. Prior to December 31, 2012, anticipating this decrease, we accelerated our efforts to advance the Company’s Pharmacy Savings Program so that we would be prepared to commence aggressively marketing this program by January 1, 2013. Simultaneously, we significantly reduced salaries, decreased our work force and generally cut back expenses. We met our Pharmacy Savings Plan launch date and commenced the marketing of that program in early January. To date, we have entered into two Pharmacy Management Agreements, with both scheduled for launch Q3 of this year. We are actively engaged in discussions with a number of other potential pharmacy accounts. The Company’s shift of focus away from net operating loss carryforwards, as comparedthe Behavioral Health/Medicare/Medicaid segments of the health care market to nonepharmacy savings market was occasioned by reason of the Company’s belief that significantly greater margins, less regulations and ease of closing transactions existing in the comparable periodpharmacy management sector of health care. The Company believes that its focus on its Pharmacy Management Program, coupled with its decreased operating expenses, will bring the prior year.Company to profitability during the second half of 2013.
Six months ended June 30, 2012vs. 2011
RevenuesRevenues::Total managed care revenues remained substantially the same for both periods; however, we experienced various increases and decreases in the various categories of such revenues as follows.
At-risk behavioral health contracts: Operating revenues from at-risk contracts decreased by 21.6%87.8%, or approximately $4.1$6.6 million, to $15.0$0.9 million for the sixthree months ended June 30, 2012,March 31, 2013, compared to $19.1$7.5 million for the sixthree months ended June 30, 2011.March 31, 2012. The decrease was primarily attributable to the lossexpiration of customers in Missouri, Texas and Wisconsinthe Puerto Rico contract during the fourth quarter of 20112012 that accounted for $6.3$4.3 million of revenue for the sixthree months ended June 30, 2011. The decrease was offset by approximately $2.3 million in additional revenues from new and previously existing customers.March 31, 2012.
ASO contracts: Revenue from ASO contracts increaseddecreased by 15.1%62.8%, or approximately $0.2$0.5 million, to $1.7$0.3 million for the sixthree months ended June 30, 2012,March 31, 2013 due primarily to additional revenue from the expansionloss of a customer during the fourth quarter of 2012 that had accounted for $0.4 million of business of previously existing ASO customers.during the quarter ended March 31, 2012.
Pharmacy management contracts: PharmacyDue to the expiration of our major contract in Puerto Rico, we did not generate any revenue increased by 18.9%, or approximately $3.1 million,for the three months ended March 31, 2013, as compared to $19.4$9.6 million for the six months ended June 30, 2012, from approximately $16.3 million for the six months ended June 30, 2011, attributable primarily to a 3.6% increasesame period in membership and a 11% contract rate increase effective January 1, 2012 from our major customer in Puerto Rico.2012.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
Costs of revenuesrevenues::Total costs of revenues Anticipating our decrease in revenue commencing January 1, 2013, we successfully decreased approximately 13.9%our operating expenses by 95.3%, or $5.0approximately $15.8 million in 2012for the three months ended March 31, 2013 as compared to 2011the three months ended March 31, 2012 for reasons set forth in the following four paragraphs.
Claims costs, at-risk behavioralBehavioral health contracts: Claims expense on at-risk contracts decreased by 22.5%, or approximately $3.2$5.0 million due to $11.1expense reductions and cost containment measures mentioned above and a reduction to claims expense of approximately $0.7 million for the six months ended June 30, 2012 as comparedrelating to the six months ended June 30, 2011. The decrease was primarily attributable to a lack offavorable claims for three contracts that were terminated during the fourth quarter of 2011 described above as compared to $5.4 million of claims costs for these contracts for the comparable period. The claims costs decrease was offset by increases of $1.4 million and $0.6 million resultingexperience from the expansion of existing contracts and the addition of new at-risk business, respectively. Claims costs as a percentage of at-risk revenues decreased to 74.2% for the six months ended June 30, 2012, from 75.0% for the six months ended June 30, 2011, attributable to lower utilization.our former major Puerto Rico contract.
Pharmacy drug costs: Pharmacy costs decreased by 6.5%100%, or approximately $1.1$9.6 million, to $15.8 million for the six months ended June 30, 2012 as compared to $16.9 million for the six months ended June 30, 2011, due to a $2.2 million resolution of the aforementioned contract interpretation dispute relating to the removal of non-psychotropic drugs charged to us by the health plan’s pharmacy benefit manager, offset by higher drug costs attributable to a 3.6% increase in membership. Pharmacy costs as a percentage of pharmacy revenue decreased from 103.9% for the six months ended June 30, 2011 to 81.6% for the six months ended June 30, 2012, due to an increase in the contract rate effective January 1, 2012 for one major customer in Puerto Rico and the previously mentioned $2.2 million adjustment.
Contract loss allowance: During the six months ended June 30, 2012, we reversed $0.3 million of an excess contract loss allowance that we had established at December 31, 2011 for our Louisiana contract. The allowance was no longer needed due to the early terminationexpiration of the contract.our Puerto Rico pharmacy contract on December 31, 2012.
Other healthcare operating costs: Other healthcare costs, which consist of the costs of care administration, such as salaries, employee benefitsattributable to servicing both at-risk contracts and external medical case review fees,ASO contracts, decreased $0.3approximately $1.2 million to $3.8from approximately $2.0 million for the six month periodthree months ended June 30,March 31, 2012 as compared to $4.1approximately $0.8 million for the six month periodthree months ended June 30, 2011. The decrease isMarch 31, 2013 due primarily to reductions in salaries and benefits attributable to salary reductions and cost savings from employee reductions in 2012. Total healthcare costs as a percentage of total operating revenue decreased to 10.6% for the six months ended June 30, 2012 compared to 11.1% for the six months ended June 30, 2011.workforce reductions.
General and administrative expense:expense: General and administrative expenseexpenses decreased by 33.7%, or approximately $1.4$0.7 million to $2.7(after excluding a $1.6 million adjustment of legal expense for the sixthree months ended June 30, 2012,March 31, 2012) for the three months ended March 31, 2013 as compared to the sixthree months ended June 30, 2011. The decrease wasMarch 31, 2012 due primarily attributable to a $1.6$0.4 million decrease in salaries and benefits due to workforce reductions and a $0.1 million reduction in legal expense due to an adjustment of an estimated legal settlement provision. As a percentage of total operating revenue, general and administrative expense decreased to 7.6% for the six months ended June 30, 2012, compared to 11.2% for the six months ended June 30, 2011, attributable to the aforementioned.professional fees.
Interest expense:expense. Interest expense, excluding amortization of debt discount, increaseddecreased by approximately 54.1%, or approximately $266,000,$15,000 for the sixthree months ended June 30, 2012,March 31, 2013, as compared to the sixthree months ended June 30, 2011March 31, 2012 due to an increasea decrease in the weighted average amount of debt outstanding to $9.3$9.0 million for the sixthree months ended June 30, 2012,March 31, 2013 from $5.8$9.4 million for the comparable prior period net of a decline in the average effective interest rate, excluding amortization of debt discount, for the sixthree months ended June 30, 2012,March 31, 2013, to approximately 16.2%13.6% from 17.0%15.8% for the same period in 2011, which was the result of adding $3.5 million in debt at 14% during the second half of 2011.2012.
Income taxes:taxes. Our provisions for income taxes for the sixthree months ended June 30,March 31, 2013 and 2012 and 2011 represented solely income tax expenses for certain states. Our effective income tax rate for the sixthree months ended June 30,March 31, 2013 and 2012 was 0.3%. Our subsidiary in Puerto Rico utilized approximately $1.0 million of deferred tax assets from net operating loss carryforwards for the six months ended June 30, 2012.0.2% and 3.6%, respectively.
CRITICAL ACCOUNTING POLICIESAND ESTIMATES
Preparation of our consolidated financial statements requires us to make significant estimates and judgments to develop the amounts reflected and disclosed in the consolidated financial statements. On an on-going basis, we evaluate the appropriateness of our estimates and we maintain a thorough process to review the application of our accounting policies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
We believe our accounting policies specific to our revenue recognition, accrued claims payable, premium deficiencies and claims expense, goodwill, and income taxes are critical to the preparation of our consolidated financial statements.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
Revenue recognition. The majority of our managed care activities are performed under at-risk arrangements pursuant to terms of agreements primarily with health plans to provide contracted behavioral healthcare and pharmacy management services to subscribing members. Revenue under these agreements is earned continuously over time regardless of services actually provided and, therefore, is recognized monthly based on the number of qualified members. The information regarding qualified members is supplied by our clients, and we review member eligibility records and other reported information to verify its accuracy and determine the amount of revenue to be recognized. The remaining balance of our revenues is earned and recognized as services are delivered on a non-risk basis.
We also manage the psychotropic drug benefit under certain behavioral health contracts for certain health plans’ subscribing members and are responsible for the cost of drugs dispensed. In accordance with the contracts, the health plan’s pharmacy benefit manager (“PBM”) performs drug price negotiation and claims adjudication. As such, payment for our pharmacy management services is withheld until a monthly or quarterly comparison of our total premium to total drug cost is made, at which time we receive or pay the difference. Accordingly, similar to our other at-risk arrangements, pharmacy drug management revenue is earned at a contracted rate per eligible member and recognized monthly.
Accrued claims payable.Claims expense, a major component of cost of care, is recognized in the period in which an eligible plan member actually receives services and includes incurred but not reported (“IBNR”) claims. We contract with various healthcare providers including hospitals, physician groups and other licensed behavioral healthcare professionals either on a discounted fee-for-service or a per-case basis. We determine that a member has received services when we receive a claim within the contracted timeframe with all required billing elements correctly completed by the service provider. We then determine whether the member is eligible to receive the service, the service provided is medically necessary and is covered by the benefit plan’s certificate of coverage, and the service is authorized by one of our employees, if required. If all of these requirements are met, the claim is entered into our claims system for payment.
The accrued claims payable liability represents the estimated ultimate net amounts owed for all behavioral healthcare services provided through the respective balance sheet dates, including estimated amounts for claims IBNR. We have used the same methodology and assumptions for estimating the IBNR portion of the accrued claims liability for the last two years.
Our unpaid claims liability is estimated using an actuarial paid completion factor methodology and other statistical analyses. These estimates are subject to the effects of trends in utilization and other factors. Any significant increase in member utilization that falls outside of our estimates would increase claims expense and could adversely affect our ability to achieve and sustain improvements in profitability and positive cash flow. Although considerable variability is inherent in such estimates, we believe that our unpaid claims liability is adequate.
Whenever we believe it is probable that a future loss will be incurred under a managed care contract based on an expected premium deficiency and we are unable to cancel our obligation or renegotiate the contract, we record a loss in the amount of the expected future losses. We perform our loss accrual analysis on a contract-by-contract basis by taking into consideration various factors such as future contractual revenue, estimated future healthcare and maintenance costs, and each contract’s specific terms related to future revenue increases as compared to expected increases in healthcare costs. The estimated future healthcare and maintenance costs are based on historical trends and expected future cost increases. Our analysis at June 30, 2012March 31, 2013 did not identify any loss contracts other than a contract previously identified at December 31, 2011.contracts.
Accrued claims payable consists primarily of amounts established for reported claims and IBNR claims, which are unpaid through the respective balance sheet dates. Our policy is to record management’s best estimate of IBNR. The IBNR liability is estimated monthly using an actuarial paid completion factor methodology and is continually reviewed and adjusted, if necessary, to reflect any change in the estimated liability as more information becomes available. In deriving an initial range of estimates, we use an industry accepted actuarial model that incorporates past claims payment experience, enrollment data and key assumptions such as trends in healthcare costs and seasonality. Authorization data, utilization statistics, calculated completion percentages and qualitative factors are then combined with the initial range to form the basis of management’s best estimate of the accrued claims payable balance. However, estimating IBNR claims involves a significant amount of judgment by our management. The following are the principal factors that would have an impact on our future operations and financial condition:
Changes in the number of employee plan members due to economic factors;
Other changes in utilization patterns;
Changes in healthcare costs;
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
Changes in claims submission timeframes by providers;
Success in renegotiating contracts with healthcare providers;
Occurrence of catastrophes;
Changes in benefit plan design; and
The impact of present or future state and federal regulations.
The accrued claims payable ranges were between $14.3$11.8 and $14.7$11.9 million at June 30, 2012March 31, 2013 and between $13.9$12.9 and $14.1$13.1 million at December 31, 2011.2012. Based on the information available, we determined our best estimate of the accrued claims liability to be $14.6$11.8 million at June 30, 2012March 31, 2013 and $14.0$13.1 million at December 31, 2011.2012. Our accrued claims liability at June 30, 2012March 31, 2013 and December 31, 20112012 includes approximately $11.0$9.4 million and $7.3$9.8 million, respectively, of submitted and approved but unpaid claims $3.5and $2.4 million and $6.2$3.3 million for IBNR claims, respectively, and $0.1 million and $0.5 million, respectively, of contract loss allowance.respectively. A 5% increase in assumed healthcare cost trends from those used in our calculations of IBNR at June 30, 2012March 31, 2013 could increase our claims expense by approximately $112,000.$24,000. Actual claims incurred could differ from estimated claims accrued.
Goodwill.We periodically evaluate the amount of our recorded goodwill by performing impairment tests that compare the carrying amount to an estimated fair value, based on level 3 inputs as defined in generally accepted accounting principles. Management considers both the income and market approaches in the fair value estimation. In estimating the fair value under the income approach, management makes its best assumptions regarding future cash flows and applies a discount rate to the cash flows to yield a present, fair value of equity. The market approach is based primarily on reference to transactions including our common stock and the quoted market prices of our common stock. However, actual results may differ significantly from management’s assumptions, resulting in a potentially adverse impact to our consolidated financial statements.Since our last detailed evaluation as of December 31, 2011, there had been no changes in the conditions affecting goodwill.
Income taxes. Computing our provision for income taxes involves significant judgment and estimates particularly in relation to the realization of deferred tax assets from net operating loss carryforwards, uncertain income tax positions, and in estimating the probable annual effective income tax rates for interim financial reporting periods.
At March 31, 2013, we have federal net operating loss carryforwards of approximately $34.4 million, the deductibility of $29.2 million of which is presently limited under Section 382 of the Internal Revenue Code to approximately $361,000 annually due to recent changes in control of the Company. We are particularly vulnerable to additional changes in control in the near term due to probable future equity dilution or possible takeover resulting in further loss of our ability to utilize the remaining carryforwards pursuant to Section 382. In addition, as of June 30, 2012,March 31, 2013, the Company continues to be in a deficit position. Based on this evidence, and the uncertainty as to our ability to continue as a going concern and current economic conditions discussed under LIQUIDITYAND CAPITAL RESOURCES below, we determinedconcluded that based on our judgment, we cannot conclude at this time, that it is not more likely than not that the Company’s deferred tax assets, (whichwhich relate primarily to the federal net operating losses)losses, will be realizable within the carryforward period. Accordingly, the Company continues to maintain an effective 100% valuation allowance against the balance of these deferred tax assets at this time. Our judgments regarding future taxable income may change in the future due to many factors, including changes in operating results from changing economic or market conditions, or changes in tax laws, operating results or other factors.
RECENT ACCOUNTING PRONOUNCEMENTS
No recent accounting pronouncements have been issued that are not yet effective and have not been early adopted that we believe will have a significant effect on our consolidated financial statements in future periods.
SEASONALITYOF BUSINESS
Historically, we have experienced increased member utilization during the months of March, April and May and consistently low utilization by members during the months of June, July, and August. Such variations in member utilization affect our costs of care incurred during these months, having a generally positive impact on our operations during June through August and a negative impact from March through May.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
LIQUIDITYAND CAPITAL RESOURCES
At June 30, 2012,March 31, 2013, we had a working capital deficiency of approximately $26.9$23.0 million and a stockholders’ equity deficiency of approximately $14.5 million net of a deficit of approximately $41.4$24.1 million resulting from a history of operating losses. Approximately $2.8$2.9 million of debt was past due and, therefore, in default. As a resultas of these conditions, and the economic conditions and related risks discussed in the second paragraph, below, ourMarch 31, 2013. Our ability to continue as a going concern will be dependent upon the success of management’s plans, as set forth in the following paragraphs, and is subject to significant uncertainty. In their report on our most recent audited financial statements as of and for the year ended December 31, 2011,2012, our independent auditors expressed substantial doubt as to our ability to continue as a going concern. Except for its consideration in establishing our valuation allowance for deferred tax assets, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
The United States and other parts of the world have been experiencing a severe and widespread recession accompanied by, among other things, instability in the financial markets and reduced credit availability, which are likely to continue to have far-reaching effects on economic activity for an indeterminate period. The effects and probable duration of these conditions on our ability to obtain continued support from our major stockholders and other lenders, success in our marketing efforts, and ultimately, profitable operations and positive cash flows, cannot be estimated at this time.
We are negotiating with lenders and expectNeed for Additional Financing
Our existing capital may not be sufficient to establish payment plans in the near future to cure certain debt defaults. Although we cannot provide any assurance in this respect, we believe that subject to the general economic conditions, risks and uncertainties discussed in the preceding paragraphs, (a) with our existing customer contracts, plus the addition of new contracts we believe we are close to obtaining through our marketing efforts, and the launch of new pharmacy management programs, and (b) the expected continuing financial support from our major stockholders and bondholders, that we will be able to improvemeet our cash flowsneeds. We expect that:
i. | with our new Senior Secured Revolving Credit Facility; |
ii. | existing customer contracts; |
iii. | collection of receivables; |
iv. | extension of vendor payments; |
v. | the addition of significant new pharmacy management contracts that we have reason to believe will be obtained through: |
(a) | the expansion of our pharmacy management sales force; |
(b) | our execution of a strategic consulting agreement supporting the pharmacy management program; |
(c) | the integration of care management and wellness programs; |
(d) | our ability to commit to saving our clients substantial sums of money on their pharmacy expenses, backed by a performance bond to be issued by a surety company; |
(e) | our CEO joining the Board of Directors of “America’s Agenda: Health Care for All,” |
We believe all of the above items places the Company in a position to sustain and operating results in the near term and sustaingrow current operations over the next year. However, we do not currently maintain a line of credit or term loan with any commercial bank or other financial institution and have not made any arrangementsnear term. We continue to obtain such additional financing but are lookinglook at various alternative sources of financing if operations cannot support our ongoing plan. Nevertheless, there also can be no assurance that we will be able to achieve the growth anticipated from all or some of the above factors, nor find such financing in amounts or on terms acceptable to us, if at all, or that we will be able to achieve the expectedor sustain profitable operations and positive operating cash flows in the near term. Accordingly,Although subject to the general economic conditions, risks and uncertainties discussed in the preceding paragraph, management believes that our current cash position will likely be sufficient to meet our current levels of operations in the short term, our ability to achieve our business objectives and continue as a going concern isfor a reasonable period of time may be dependent upon the success of the foregoingour plans to obtain sufficient debt or equity financing, and, ultimately, to achieve profitable operations and positive cash flows from operations during the next year.
Our primary internal source of liquidity on an on-going basis is from operations and consists of the monthly capitation payments we receive from our clients for providing managed care services. Based on historical experience, there is a high degree of certainty with respect to the reliability and timing of these payments from continuing contracts. However, the expiration or termination of existing contracts, whether expected or not, or the commencement of new contracts may cause our operational cash flow to vary significantly.
Our external sources of liquid funds consist primarily of borrowings and the use of equity instruments. Our ability to continue to borrow funds on an unsecured basis is unknown, as well as our ability to sell shares of our common stock in private placement offerings. With the exception of contracted maturities of debt, there are no other known future liquidity demands due to commitments or events. We do not have any off-balance sheet financing arrangements. The duration of our borrowings has typically ranged from one week to three years, with stated interest rates ranging from 7% to 24%. Certain of the loans have contained features such as the ability to convert all or a portion of the loan into our common stock, or have had a detachable warrant for the purchase of our common stock issued in conjunction with the loan, or both.
As evident in our statement of cash flows, during the sixthree months ended June 30, 2012,March 31, 2013, our cash balance increased by $659,000$843,000 due primarily to collections of receivables, managing our cash outflows relatingrelated to our cost of care, and from our cost reduction initiatives.initiatives, and delaying payments to vendors. We also obtained additional debt financing in the amount of $100,000 and repaid existing debt, including capitalized leases, in the amount of $243,000.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES$456,000.
ITEM 3. QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3. | QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
While we currently have market risk sensitive instruments, we have no significant exposure to changing interest rates, as the interest rates on our short-term debt is fixed. Additionally, we do not use derivative financial instruments for investment or trading purposes.
ITEM 4. CONTROLSAND PROCEDURES
ITEM 4. | CONTROLSAND PROCEDURES |
(a) | Evaluation of Disclosure Controls and Procedures |
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
(b) | Change in Internal Control over Financial Reporting |
No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1. | LEGAL PROCEEDINGS |
In the ordinary conduct of our business, we are subject to periodic lawsuits and claims. Although we cannot predict with certainty the ultimate resolution of lawsuits and claims asserted against us, we do not believe that any currently pending legal proceedings to which we are a party could have a material adverse effect on our business, or our future results of operations, cash flows or financial condition except as described below:
(1) | We initiated an action against Jerry Katzman, a former director, in July 2009 alleging that Mr. Katzman fraudulently induced us to enter into an employment agreement and, alternatively, that Mr. Katzman breached that alleged employment agreement and was rightfully terminated. In September 2010, the matter proceeded to a trial by jury. The jury found that Mr. Katzman did not fraudulently induce CompCare to enter into the |
(2) |
|
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
On January 5, 2011, a complaint entitled “Community Hospitals of Indiana, Inc. vs. Comprehensive Behavioral Care, Inc. and MDwise, Inc.” was filed against us. The complaint claims damages of approximately $1.7 million from us and MDwise, Inc., a former client, for allegedly unpaid claims for behavioral health professional services rendered between 2007 and 2008. The complaint alleges, among |
other things, breach of contract and unjust enrichment, and requests recovery of alleged losses despite the absence of a contract between us and complainant. We believe the suit against the Company is without merit and are vigorously opposing the litigation. |
(3) | We are in arbitration with a former health plan client in Missouri relating to its allegation that we breached our obligation to pay claims submitted to us for payment. The arbitration is underway but has not yet progressed significantly. |
(4) | A number of health care providers in the state of Louisiana have filed suit against us claiming breach of contract in that we failed to pay claims submitted to us for payment. The litigation is currently in the discovery stage. |
(5) | We are in arbitration with a former client in Puerto Rico. The Company believes that it is owed approximately $2.0 million. We have currently moved for summary judgment on approximately $1.2 million. We anticipate a favorable result on that motion and a hearing date to be scheduled shortly on remaining monies claimed by the Company to be due it. |
Management believes that the Company has made adequate provision for any estimated probable losses, including legal defense costs, from the litigation described above. Management also believes that the resolution of these matters will not have a material adverse effect on the Company’s future financial condition or results of operations.
ITEM 1A. | RISK FACTORS |
The risk factors included in our Annual Report on Form 10-K for the year ended December 31, 20112012 have not materially changed.
ITEM 2. UNREGISTERED SALESOF EQUITY SECURITIESAND USEOF PROCEEDS
ITEM 2. | UNREGISTERED SALESOF EQUITY SECURITIESAND USEOF PROCEEDS |
During the period April 12, 2013 through May 1, 2012 through August 9, 2012,20, 2013, we sold or issued ourshares of common stock and warrants to purchase shares or securities convertible intoof our common stock in private placements not involving a public offering as follows:
On May 3, 2013, we issued a Revolving Convertible Promissory Note as part of a Senior Secured Revolving Credit Facility Agreement. At any time while the Note remains outstanding, subject to certain limitations, the lender may convert all or any portion of the outstanding principal, accrued but unpaid interest and other sums payable under the Note into shares of our common stock at a price equal to (i) the amount to be converted, divided by (ii) 85% of the lowest daily volume weighted average price of our common stock during the five business days immediately prior to the conversion date.
On May 8, 2013, we issued 1,470,588 shares of our common stock to a lender in exchange for investment banking and advisory services provided by the lender during the process of negotiating the aforementioned Senior Secured Revolving Credit Facility Agreement.
Based on certain representations and warranties of the recipients referenced above, we relied on Section 3(a)(9) and 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) as applicable, for an exemption from the registration requirements of the Securities Act. The shares purchased have not been registered under the Securities Act and may not be sold in the United States absent registration or an applicable exemption from registration requirements.
ITEM 3. |
As of May 20, 2013, we were in default on approximately $4.4 million of debt. We are currently in negotiations with certain of the holders to resolve the defaults.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. | OTHER INFORMATION |
Debt Modification
We were unableOn May 8, 2013, we executed a Loan Extension Agreement, filed herewith as Exhibit 4.25, with a creditor to repay our 10% seniormodify the terms of a previously matured but unpaid promissory notesnote in the amount of $625,000. Under the modified terms of the note, the maturity date was extended from May 14, 2013 to July 15, 2013 and the conversion price at which the note may be converted into our common stock was reduced to $0.125 from $0.25. In addition, the exercise price of a warrant to purchase our common stock issued in conjunction with the note was reset from $0.44 to $0.22.
On May 13, 2013, we executed an agreement, filed herewith as Exhibit 4.26, with a holder of approximately $1.8$1.3 million onof our senior promissory notes to extend the maturity date of the notes from April 15, 2012. However, during June, July, and August of 2012 we reached agreement with holders2013 to April 15, 2014. We also agreed to extend the term of approximately 98%, or $1.75.2 million ofwarrants that had been issued at the time the notes to renew the noteswere issued in April 2010 for an additional year. The notestwo years, such that the warrants will maturenow expire in 2017. In conjunction with the renewal, we will issue 774,391 shares of our common stock to the lender relating to 50% of the interest and fees owed as of April 15, 2013 and bear interest at 14% effective from April 15, 2012. Although we expect to negotiate the same note modifications with the remaining senior note holders in the near future, we cannot provide any assurance of the ultimate success of these negotiations.
We remain in default of $549,000 of our 7 1/2% convertible subordinated debentures that were due April 15, 2010, and for which we have not been able to contact the holders. Approximately $91,000 in interest is unpaid related to these debentures.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Not applicable.
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
ITEM 6. | EXHIBITS |
EXHIBIT | DESCRIPTION | |
4.24 | Loan Extension Agreement dated March 15, 2013 between the Company and Sherfam, Inc., incorporated by reference to Exhibit 4.24 to our Form 10-K Annual Report dated December 31, 2012 and filed April 12, 2013. | |
4.25 | Loan Extension Agreement dated May 8, 2013 between the Company and Sherfam, Inc. | |
4.26 | Second Note Modification Agreement dated May 13, 2013 between the Company and Lloyd I. Miller | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | The following materials from Comprehensive Care Corporation’s Quarterly Report on Form 10-Q for the quarter ended |
COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
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.
COMPREHENSIVE CARE CORPORATION |
May 20, 2013
By | /s/ CLARK A. MARCUS | |||||
Clark A. Marcus | ||||||
Chief Executive Officer and Chairman | ||||||
(Principal Executive Officer) | ||||||
By | /s/ ROBERT J. LANDIS | |||||
Robert J. Landis | ||||||
Chief Financial Officer and Chief Accounting Officer | ||||||
(Principal Financial and Accounting Officer) |
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