Item 2. Management’s Discussion and Analysis of Financial Statements and Results of Operations
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on management’s beliefs and assumptions and on information currently available to them. For this purpose, any statement contained in this report that is not a statement of historical fact may be deemed to be forward-looking, including statements about our revenue, spending, cash flow, products, new customer acquisitions, trends, actions, intentions, plans, strategies and objectives. Without limiting the foregoing, words such as “may,” “hope,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” “intend,” “budget,” “plan,” “forecast,” “predict,” “could,” “should,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risk and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industry in which we and our customers participate; the impacts of the COVID-19 pandemic and our ability to react to those impacts; cost reduction efforts by our existing and prospective customers; competition within our industry, including competition from much larger competitors; business combinations; legislative requirements or changes which could render our services less competitive or obsolete; our failure to successfully develop new services, and/or products or to anticipate current or prospective customers’ needs; our ability to retain existing customers and to attract new customers; price increases; employee limitations; and delays, reductions, or cancellations of contracts we have previously entered.
Forward-looking statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry, financial and economic information, which we have assessed but which, by its nature, is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We hereby qualify all our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of their dates and should not be relied upon. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise (other than pursuant to reporting obligations imposed on registrants pursuant to the Exchange Act) to reflect subsequent events or circumstances.
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes contained elsewhere in this report and in our other filings with the Commission.
Throughout this quarterly report on Form 10-Q, unless the context indicates otherwise, the terms, “we,” “us,” “our” or “the Company” refer to Pacific Health Care Organization, Inc., (“PHCO”) and our wholly-owned subsidiaries Medex Healthcare, Inc. (“Medex”), Industrial Resolutions Coalition, Inc. (“IRC”), Medex Managed Care, Inc. (“MMC”), Medex Medical Management, Inc. (“MMM”) and Medex Legal Support, Inc. (“MLS”) and Pacific Medical Holding Company, Inc. (“PMHC”).
Overview
We incorporated under the laws of the state of Utah in April 1970, under the name Clear Air, Inc. We changed our name to Pacific Health Care Organization, Inc., in January 2001. We have six wholly owned subsidiaries. In February 2001, we acquired Medex Healthcare, Inc. (“Medex”), a California corporation organized in March 1994, in a share for share exchange. Medex is in the business of managing and administering both Health Care Organizations (“HCOs”) and Managed Provider Networks (“MPNs”) in the state of California. In August 2001, we formed Industrial Resolutions Coalition, Inc. (“IRC”), a California corporation. IRC oversees and manages the Company’s Workers’ Compensation Carve-Outs services. In June 2010, we acquired Medex Legal Support, Inc. (“MLS”), a Nevada corporation incorporated in September 2009. MLS offers lien representation services and Medicare Set-Aside (“MSA”) services. In March 2011, we incorporated Medex Managed Care, Inc. (“MMC”) in the state of Nevada. MMC oversees and manages the Company’s utilization review and managed bill review services. In February 2012, we incorporated Medex Medical Management, Inc., (“MMM”) in the state of Nevada. MMM is responsible for overseeing and managing medical case management services. In October 2018, we incorporated Pacific Medical Holding Company, Inc. (“PMHC”) in the state of Nevada to act as a holding company for future potential acquisitions.
Business of the Company
We are workers’ compensation cost containment specialists providing a range of services principally to California employers and claims administrators. Our business objective is to deliver value to our clients that reduces their workers’ compensation related medical claims expense in a manner that will assure that injured employees receive high quality healthcare that allows them to recover from injury and return to gainful employment without undue delay. According to studies conducted by auditing bodies on behalf of the California Division of Workers’ Compensation, (“DWC”) the two most significant cost drivers for workers’ compensation are claims frequency and medical treatment costs.
Our clients include self-administered employers, insurers, third party administrators, municipalities and others. Our principal clients are located in the state of California where the high cost of workers’ compensation insurance is a critical problem for employers. We process medical bill reviews in 25 states. Our provider networks are composed of experts in treating worker injuries.
Impact of COVID-19 on our Business
In late 2019 the novel coronavirus, COVID-19, was identified. By February 2020, the virus had spread to many countries around the world, including the United States. By late February, authorities in the United States began advising American businesses to prepare for the effects of the outbreak. On March 19, 2020, the governor of California issued a stay-at-home order except for essential services, such as grocery stores, gas stations and banks. In mid-March 2020 we implemented our disaster recovery and business plan addressing how our business operations would be performed by our employees working remotely. As a result, since that time, nearly 100% of our employees have been working remotely and performing approximately 95% of our typical business functions, with the primary exceptions being certain manual, non-critical functions.
Even though we have been able to transition our work force and work flow to address the restrictions designed to “flatten the curve” of the COVID-19 pandemic, the extent of the long-term adverse effect of the COVID-19 pandemic on the economy, our industry, our results of operations and financial condition is unknown and largely dependent on future developments, most of which, including the severity and duration of this pandemic, are beyond our control.
Revenue for our services is derived from our employer customers’ employee counts and workers’ workplace injuries. Several of our employer customers, including some of our largest customers, have had to suspend or significantly modify their operations during the stay-at-home order issued by the governor of California.
The state orders have been modified to allow some categories of businesses to re-open under COVID-19 restrictions, while others, such as bars and restaurants, have been under various orders that have forced closures and re-openings several times. As of November 13, 2020, most client businesses are allowed to operate under COVID-19 restrictions but are continuing to experience lower-than normal business volume and employee counts due to the pandemic.
On May 6, 2020, the governor of California issued an executive order declaring that any employee who becomes ill with COVID-19 will be presumed to have contracted the disease in the workplace if the worker worked onsite any time during the fourteen-day period prior to the onset of the illness. The presumption is rebuttable by the employer with sufficient evidence discovered within 30 days, but in many cases this places the burden of medical care for COVID-19 cases on employers. The executive order was valid through July 5, 2020. A new California bill has been passed to address employer liability in Workers’ Compensation for COVID-19 cases contracted after the expiration of the Governor’s executive order. The bill includes a requirement that a certain percentage of the employer’s workers be confirmed to have contracted the coronavirus before a rebuttable presumption of industrial origin is applied to individual cases, which may impact the extent to which Workers’ Compensation is used to address its treatment in California.
The Actuary Committee of the California Workers’ Compensation Insurance Rating Bureau is presently attempting to assess the impact of the COVID-19 pandemic on future claims frequency and costs in relation to historically traditional claims frequency during times of severe economic downturn. They are especially focused on post-termination claims, work-at-home arrangements, and the COVID-19 presumption.
For the first two and one-half months of the quarter ended March 31, 2020, the COVID-19 outbreak did not have a significant impact on our business. We began to experience some slowdown in claims in the last two weeks of March, which has continued through the third quarter of 2020. At this time, we cannot predict if, how or when our employer customers will be allowed to return to pre-COVID-19 operations/employment levels. We anticipate that reductions in employee counts and workplace injuries will continue to negatively impact our revenues and have an adverse impact on our results of operations and liquidity position.
On April 21, 2020, PHCO was granted a Paycheck Protection Program (“PPP”) loan for in an amount of $133,400. On April 30, 2020 and May 11, 2020 subsidiaries MMM and MMC were granted PPP loans of $267,700 and $59,600, respectively. In the spirit of the PPP loan program policy of protecting the continued economic stability of employees, we put virtually all of the PPP loan amounts toward payroll and employee benefit expenses. We are currently in the process of seeking forgiveness of the PPP loans via the federal policies set forth for this purpose.
In late June 2020, the reduction in volume in some areas of our business became clear as a trend. As a result, and after attempts to cut expenses in other areas, it became necessary to institute a business restructuring that included a reduction in force. After conducting an analysis of departmental demand, departmental function, projected business needs, and personnel, we laid off four employees on July 16, 2020. The reduction in force has not impacted our customers or our revenue generation potential based on our current and projected business volume.
While we have taken steps to render our business functions remotely, to deploy these measures effectively, and to do our best to ensure data security, there is no guarantee the measures we have taken will be completely effective, that our productivity will not be adversely impacted, or that we will not encounter some of the common risks associated with a remote workforce, including employees accessing company data and systems remotely. As discussed in greater detail in Item 1A Risk Factors of our annual report on Form 10-K, our business could be materially and adversely affected by the potential interruptions to our business operations arising from the COVID-19 outbreak.
In addressing the risk of COVID-19 cases and Workers’ Compensation claims within the Company, we have also implemented onsite measures recommended by national, state, and local health authorities to reduce the chances of transmission among our employees. These measures include an office reopening plan, phased policy measures based on local and state orders and our own risk assessment, compliance with ventilation and other building-level recommendations as made possible by the building owner, physical barriers and signage, limited onsite presence, pre-shift symptom screening, requiring mask usage and social distancing, strictly limiting the occupancy of the office and each area within it, and other measures that as of the date of this report are recommended to reduce the risk of transmission of COVID-19 in office spaces.
Results of Operations
Comparison of the three months ended September 30, 2020 and 2019
The following represents selected components of our consolidated results of operations, for the three-month periods ended September 30, 2020 and 2019, respectively, together with changes from period-to-period:
|
|
For three months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Amount Change
|
|
|
% Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HCO fees
|
|
$
|
264,781
|
|
|
$
|
376,170
|
|
|
$
|
(111,389
|
)
|
|
|
(30
|
%)
|
MPN fees
|
|
|
124,836
|
|
|
|
131,164
|
|
|
|
(6,328
|
)
|
|
|
(5
|
%)
|
Utilization review
|
|
|
307,139
|
|
|
|
318,816
|
|
|
|
(11,677
|
)
|
|
|
(4
|
%)
|
Medical bill review
|
|
|
77,075
|
|
|
|
136,793
|
|
|
|
(59,718
|
)
|
|
|
(44
|
%)
|
Medical case management
|
|
|
590,784
|
|
|
|
804,004
|
|
|
|
(213,220
|
)
|
|
|
(27
|
%)
|
Other
|
|
|
51,139
|
|
|
|
71,758
|
|
|
|
(20,619
|
)
|
|
|
(29
|
%)
|
Total revenues
|
|
|
1,415,754
|
|
|
|
1,838,705
|
|
|
|
(422,951
|
)
|
|
|
(23
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
14,122
|
|
|
|
18,512
|
|
|
|
(4,390
|
)
|
|
|
(24
|
%)
|
Bad debt provision
|
|
|
11,000
|
|
|
|
8,000
|
|
|
|
3,000
|
|
|
|
38
|
%
|
Consulting fees
|
|
|
58,621
|
|
|
|
57,945
|
|
|
|
676
|
|
|
|
1
|
%
|
Salaries and wages
|
|
|
694,352
|
|
|
|
789,319
|
|
|
|
(94,967
|
)
|
|
|
(12
|
%)
|
Professional fees
|
|
|
68,979
|
|
|
|
86,241
|
|
|
|
(17,262
|
)
|
|
|
(20
|
%)
|
Insurance
|
|
|
91,951
|
|
|
|
81,390
|
|
|
|
10,561
|
|
|
|
13
|
%
|
Outsource service fees
|
|
|
115,803
|
|
|
|
111,567
|
|
|
|
4,236
|
|
|
|
4
|
%
|
Data maintenance
|
|
|
6,603
|
|
|
|
8,726
|
|
|
|
(2,123
|
)
|
|
|
(24
|
%)
|
General and administrative
|
|
|
163,863
|
|
|
|
187,855
|
|
|
|
(23,992
|
)
|
|
|
(13
|
%)
|
Total expenses
|
|
|
1,225,294
|
|
|
|
1,349,555
|
|
|
|
(124,261
|
)
|
|
|
(9
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
190,460
|
|
|
|
489,150
|
|
|
|
(298,690
|
)
|
|
|
(61
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
190,460
|
|
|
|
489,150
|
|
|
|
(298,690
|
)
|
|
|
(61
|
%)
|
Income tax provision
|
|
|
53,463
|
|
|
|
137,401
|
|
|
|
(83,938
|
)
|
|
|
(61
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
136,997
|
|
|
$
|
351,749
|
|
|
$
|
(214,752
|
)
|
|
|
(61
|
%)
|
Revenue
Total revenues during the three-month period ended September 30, 2020, decreased 23% to $1,415,754 compared to $1,838,705 during the three-month period ended September 30, 2019. During the same period, HCO, MPN, utilization review, medical bill review, medical case management and other fees decreased by 30%, 5%, 4%, 44%, 27%, and 29%, respectively.
HCO Fees
During the three-month periods ended September 30, 2020 and 2019, HCO revenue was $264,781 and $376,170, respectively. The 30% decrease in HCO revenue was attributable primarily to the loss of three customers in the fourth quarter of 2019 and early 2020 and COVID-19 business restrictions which caused employer customers to temporarily or permanently reduce their workforce, partially offset by increases in claim network fees associated with COVID-19 related work illness. As a result of the COVID-19 business restrictions, fees generated to enroll employees into our HCO networks, monthly HCO program administration fees, and claim network fees for workplace injuries decreased. HCO revenue is generated largely from fees charged to our employer customers for access to our HCO networks, per claim fees, notification fees and fees for other ancillary services the employer customers using our HCO networks may select. HCO notifications are mailed out annually and handed out by the employer for all new hires during the month. We prepare the mailings no earlier than three months prior to the end of the previous year’s enrollment so that our employers are able to prepare their employee rosters. Delays in the employer providing accurate and timely employee rosters can delay the notification process causing changes to when we record the revenues.
MPN Fees
MPN revenue for the three-month periods ended September 30, 2020 and 2019, were $124,836 and $131,164, respectively, a decrease of 5%, primarily due to COVID-19 business restrictions which caused employers to temporarily or permanently reduce their workforce which resulted in a decrease in the number of claims and MPN program fees. Like HCO revenue, MPN revenue is generated largely from fees charged to our employer customers for access to our MPN networks, per claim fees and fees for other ancillary services the employer customers using our MPN networks may select. Unlike the HCO, MPNs do not require annual notifications, but only require a notice to be given to an injured worker at the time the employer is notified by the injured worker that an injury occurred.
Utilization Review
During the three-month periods ended September 30, 2020 and 2019, utilization review revenue was $307,139 and $318,816, respectively. The decrease of 4% in the 2020 period was primarily attributable to the loss of two customers in the third quarter of 2020 and fewer utilization referrals for review as a result of COVID-19 restrictions for non-essential medical treatment. Utilization review can provide a safeguard against unnecessary and inappropriate medical treatment from the perspective of medical necessity, quality of care, and appropriateness of decision-making. Our employer customers retain us to review proposals for treatment.
Medical Bill Review
During the three-month period ended September 30, 2020, medical bill review revenue was $77,075 and $136,793, respectively. Medical bill review revenue decreased by $59,718 when compared to the same period a year earlier. This decrease was primarily caused by processing fewer medical and hospital bills from existing customers due to COVID-19 restrictions placed on the delivery by medical providers for non-essential medical treatment. Many of our existing customers have elected to pay the fee schedule, as opposed to having us review their hospital bills. Medical bill review involves analyzing medical provider services and equipment billing to ascertain proper reimbursement. Such services include, but are not limited to, coding review and re-bundling, confirming that the services are customary and reasonable, fee schedule compliance, out-of-network bill review, pharmacy review, and preferred provider organization repricing arrangements. Our medical bill review services can result in significant network savings.
Medical Case Management
During the three months ended September 30, 2020 and 2019, medical case management revenue was $590,784 and $804,004, respectively. The decrease in medical case management revenue of $213,220 was primarily due to COVID-19 restrictions placed on the delivery of non-essential medical treatment by medical providers and the loss of two customers in the third quarter of 2020, partially offset by increases in medical management services on new and existing claims with current customers and the addition of a new customer. Medical case management keeps medical treatment claims progressing to a resolution and assures treatment plans are aligned from a medical perspective. Medical oversight is a collaborative process that assesses plans, implements, coordinates, monitors and evaluates the options and services required to meet an injured worker’s health needs. A medical case manager acts as a liaison between the injured worker, claims adjuster, medical providers and attorneys to achieve optimal results for injured workers and employer/clients. We work to manage the number of nurses in our program to maintain our ratio of claims per nurse at a level that ensures timely and appropriate medical care is given to the injured worker and facilitates a faster claim closure for our customers.
Other
Other fees may consist of revenue derived from network access fees, lien representation, legal support services, Medicare set-aside and workers’ compensation carve-out services. Other fee revenue for three-month periods ended September 30, 2020 and 2019, was $51,139 and $71,758, respectively. The decrease of $20,619 was the result of fewer customers accessing our network and Medicare set-asides referrals. We recorded no carve-out, lien representation, or legal support services during the three-month period ended September 30, 2020.
Expenses
Total expenses for the three months ended September 30, 2020 and 2019, were $1,225,294 and $1,349,555, respectively. The decrease of $124,261 was the result of increases in bad debt provision, consulting fees, insurance, and outsource service fees, partially offset by depreciation and amortization, salaries and wages, professional fees, data maintenance, and general and administrative expenses.
Depreciation and Amortization
During the three-month period ended September 30, 2020, we recorded depreciation and amortization expense of $14,122 compared to $18,512 during the comparable 2019 period. The decrease in depreciation and amortization was primarily attributable to certain fixed assets being fully depreciated.
Bad Debt Provision
During the three-month period ended September 30, 2020, bad debt provision increased to $11,000 from $8,000 during the three-month period ended September 30, 2019. This increase was primarily the result of an increase of customers with outstanding balances over 90 days during fiscal 2020, which was largely attributable to the impact of COVID-19 on the businesses of our customers.
Consulting Fees
During the three months ended September 30, 2020, consulting fees increased 1% to $58,621 compared to $57,945 during the three months ended September 30, 2019. This increase was the result of an increase in IT consulting fees offset by the termination of a consultant that was assisting with our insurance company acquisition search.
Salaries and Wages
During the three-month period ended September 30, 2020, salaries and wages decreased 12% to $694,352 compared to $789,319 during the same period in 2019. The decrease in salaries and wages was the result of a reduction in our workforce of four employees.
Professional Fees
For the three months ended September 30, 2020, we incurred professional fees of $68,979 compared to $86,241 during the three months ended September 30, 2019. The 20% decrease in professional fees was the result of lower legal and medical case management fees, partially offset by increases in accounting fees.
Insurance
During the three-month period ended September 30, 2020, we incurred insurance expenses of $91,951, a 13% increase over the same three-month period in 2019. This increase in insurance expense was attributable to increases in group health insurance and business insurance premiums when compared to the same period in 2019.
Outsource Service Fees
Outsource service fees consist of costs incurred by our subsidiaries in as a result of partially outsourcing utilization review, medical bill review, Medicare set-aside services and field medical case management fees and typically tends to increase and decrease in correspondence with increases and decreases in demand for those services. We incurred $115,803 and $111,567 in outsource service fees during the three-month periods ended September 30, 2020 and 2019, respectively. The increase of $4,236 was primarily the result of increases in outsource services required for utilization review as we performed fewer utilization reviews in-house and outsourced more reviews during the third quarter 2020, partially offset by decreases in medical bill review, Medicare set-aside services, and field medical case management. We generally expect outsource service fees to fluctuate in correspondence with the level of utilization review, medical bill review and certain field medical case management services we provide.
Data Maintenance
During the three-month periods ended September 30, 2020 and 2019, data maintenance fees were $6,603 and $8,726, respectively. The decrease of $2,123 was the result of a reduction of HCO and MPN notification fees for existing customers due to employer customers reducing their workforce as a result of COVID-19 business restrictions during the three-month period ended September 30, 2020 when compared to the same period in 2019. Data maintenance fees tend to fluctuate from month to month depending on when new customers are enrolled, when the annual renewal of existing customer notification is due, and how many new employees our customers enroll in our HCO or MPN program.
General and Administrative
During the three-month period ended September 30, 2020, general and administrative expenses decreased 13% to $163,863 when compared to the three-month period ended September 30, 2019. This decrease was primarily attributable to decreases in dues and subscriptions, office supplies, parking, postage, rent-expense equipment, travel and entertainment and vacation expense, partially offset by increases in internet/IT enhancement, rent expense, telephone, and shareholders’ expense. These changes in general and administrative expenses were largely the result of COVID-19-related changes to how we have been conducting business during 2020.
Income from Operations
For the reasons described above total revenue during the three-month period ended September 30, 2020 decreased by $422,951, which was partially offset by a decrease of $124,261 from $1,349,555 in total expenses during the same period. Income from operations decreased by $298,690 or 61% during the three-month period ended September 30, 2020, when compared to the same period in 2019.
Income Tax Provision
We realized income before taxes of $190,460 and $489,150 during the three-month periods ended September 30, 2020 and 2019, respectively, a decrease of $298,690. We similarly realized a decrease in our income tax provision of $83,938, or 61%. The decrease in the provision of income taxes was the result of the decrease in income before taxes.
Net Income
During the three-month period ended September 30, 2020, total revenues of $1,415,754 decreased by 23% when compared to the same period in 2019. This decrease in total revenues was partially offset by a 9% decrease in total expenses, resulting in a 61% decrease in income from operations compared to the three months ended September 30, 2019. Correspondingly, we realized net income of $136,997 for the three-month period ended September 30, 2020, which reflects an 61% decrease compared to the three-month period ended September 30, 2019.
Comparison of nine months ended September 30, 2020 and 2019
The following represents selected components of our consolidated results of operations, for the nine-month periods ended September 30, 2020 and 2019, respectively, together with changes from period-to-period:
|
|
For nine months ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Amount Change
|
|
|
% Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HCO fees
|
|
$
|
916,693
|
|
|
$
|
1,147,352
|
|
|
$
|
(230,659
|
)
|
|
|
(20
|
%)
|
MPN fees
|
|
|
363,902
|
|
|
|
382,142
|
|
|
|
(18,240
|
)
|
|
|
(5
|
%)
|
Utilization review
|
|
|
854,922
|
|
|
|
898,054
|
|
|
|
(43,132
|
)
|
|
|
(5
|
%)
|
Medical bill review
|
|
|
242,237
|
|
|
|
396,870
|
|
|
|
(154,633
|
)
|
|
|
(39
|
%)
|
Medical case management
|
|
|
1,855,314
|
|
|
|
2,384,967
|
|
|
|
(529,653
|
)
|
|
|
(22
|
%)
|
Other
|
|
|
202,101
|
|
|
|
228,077
|
|
|
|
(25,976
|
)
|
|
|
(11
|
%)
|
Total revenues
|
|
|
4,435,169
|
|
|
|
5,437,462
|
|
|
|
(1,002,293
|
)
|
|
|
(18
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
46,716
|
|
|
|
55,385
|
|
|
|
(8,669
|
)
|
|
|
(16
|
%)
|
Bad debt provision
|
|
|
11,101
|
|
|
|
8,000
|
|
|
|
3,101
|
|
|
|
39
|
%
|
Consulting fees
|
|
|
195,978
|
|
|
|
207,587
|
|
|
|
(11,609
|
)
|
|
|
(6
|
%)
|
Salaries and wages
|
|
|
2,238,079
|
|
|
|
2,324,860
|
|
|
|
(86,781
|
)
|
|
|
(4
|
%)
|
Professional fees
|
|
|
223,747
|
|
|
|
265,457
|
|
|
|
(41,710
|
)
|
|
|
(16
|
%)
|
Insurance
|
|
|
274,974
|
|
|
|
241,695
|
|
|
|
33,279
|
|
|
|
14
|
%
|
Outsource service fees
|
|
|
359,596
|
|
|
|
373,047
|
|
|
|
(13,451
|
)
|
|
|
(4
|
%)
|
Data maintenance
|
|
|
59,415
|
|
|
|
76,345
|
|
|
|
(16,930
|
)
|
|
|
(22
|
%)
|
General and administrative
|
|
|
515,738
|
|
|
|
612,856
|
|
|
|
(97,118
|
)
|
|
|
(16
|
%)
|
Total expenses
|
|
|
3,925,344
|
|
|
|
4,165,232
|
|
|
|
(239,888
|
)
|
|
|
(6
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
509,825
|
|
|
|
1,272,230
|
|
|
|
(762,405
|
)
|
|
|
(60
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
509,825
|
|
|
|
1,272,230
|
|
|
|
(762,405
|
)
|
|
|
(60
|
%)
|
Income tax provision
|
|
|
143,111
|
|
|
|
357,214
|
|
|
|
(214,103
|
)
|
|
|
(60
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
366,714
|
|
|
$
|
915,016
|
|
|
$
|
(548,302
|
)
|
|
|
(60
|
%)
|
Revenue
Total revenues during the nine-month period ended September 30, 2020, decreased 18% to $4,435,169 compared to $5,437,462 during the nine-month period ended September 30, 2019. During the first nine-months of 2020, HCO, MPN, utilization review, medical bill review, medical case management and other revenue decreased by 20%, 5%, 5%, 39%, 22%, and 11%, respectively.
HCO fees
During the nine-month periods ended September 30, 2020 and 2019, HCO fee revenues were $916,693 and $1,147,352, respectively. The 20% decrease in HCO revenue was primarily attributable to the loss of three customers and a reduction in employer customers workforce due to COVID-19 business restrictions. As a result of the COVID-19 business restrictions, fees generated to enroll employees into our HCO networks, monthly HCO program administration fees, and claim network fees for workplace injuries decreased. These decreases were partially offset by an increase in claim network fees associated with COVID-19 related work injuries, renegotiation of certain deliverables to an existing customer and the addition of a new customer.
MPN fees
MPN fee revenue for the nine-month periods ended September 30, 2020 and 2019, was $363,902 and $382,142, respectively. The decrease of 5% in MPN fees was the result of a loss of a customer and COVID-19 business restrictions which caused employers to temporarily or permanently reduce their workforce which led to a decrease in the number of claims and MPN program fees. As a result of the COVID-19 business restrictions, fees generated from access to our MPN networks, monthly MPN program administration fees, and claim network fees for workplace injuries decreased.
Utilization Review
During the nine-month periods ended September 30, 2020 and 2019, utilization review revenue was $854,922 and $898,054, respectively. The decrease of $43,132 in the 2020 period was attributable to a loss of customers and fewer utilization referrals for review as a result of COVID-19 business restrictions for non-essential medical treatment, which was only partially offset by the addition of two new customers.
Medical Bill Review
During the nine-month period ended September 30, 2020 and 2019, medical bill review revenue was $242,237 and $396,870, respectively. This 39% decrease was due to processing fewer hospital bills and medical bills from existing customers as a result of COVID-19 business restrictions on non-essential medical treatment by medical providers and the completion of a project of a backlog of bills for an existing customer, which did not recur in the 2020 period. The decreases were partially offset by an existing customer adding medical bill review services to the existing suite of services we provide for them.
Medical Case Management
During the nine-months ended September 30, 2020 and 2019, medical case management revenue was $1,855,314 and $2,384,967, respectively. The 22% decrease in medical case management revenue was primarily the result of the loss of two customers in the third quarter of 2020, a decrease in the number of claims managed with existing customers, coupled with fewer billable hours because of temporary closures of medical offices for non-essential services due to COVID-19; partially offset by increases in medical case management for existing customers to oversee COVID-19 workplace illnesses and two existing customers adding medical case management services.
Other
Other fees may consist of revenue derived from network access fees, lien representation, legal support services, Medicare set-aside and workers’ compensation carve-out services. Other fees revenue for the nine-month periods ended September 30, 2020 and 2019, was $202,101 and $228,077, respectively. The decrease of $25,976 was primarily the result of fewer network access fees and Medicare set-aside referrals processed. We did not record any revenue for lien representation, legal support services, and workers’ compensation carve-out services.
Expenses
Total expenses for the nine-months ended September 30, 2020 and 2019, were $3,925,344 and $4,165,232, respectively. The decrease of $239,888 was the result of decreases in depreciation and amortization, consulting fees, salaries and wages, professional fees, outsource service fees, data maintenance, and general and administrative expense partially offset by increases bad debt provision and insurance.
Depreciation and Amortization
During the nine-month period ended September 30, 2020, we recorded depreciation and amortization expense of $46,716 compared to $55,385 during the comparable 2019 period. The decrease in depreciation and amortization was primarily attributable to certain fixed assets being fully depreciated, partially offset by the purchasing of new fixed assets.
Bad Debt Provision
During the nine-month period ended September 30, 2020, bad debt provision increased by $3,101 compared to the nine-month period ended September 30, 2019. This increase was primarily the result of several customers with outstanding balances over 90 days, which was largely attributable to the impact of COVID-19 on the businesses of our customers.
Consulting Fees
During the nine-months ended September 30, 2020, consulting fees decreased to $195,978 from $207,587, when compared the nine months ended September 30, 2019. This 6% decrease was primarily the result of terminating a consultant that was assisting us to identify insurance company acquisition candidates.
Salaries and Wages
During the nine-month period ended September 30, 2020, salaries and wages decreased 4% to $2,238,079 from $2,324,860 during the same period in 2019. This decrease was primarily the result of reducing our workforce due to a decrease in revenues as a result of COVID-19 business restrictions on our employer customers.
Professional Fees
For the nine-months ended September 30, 2020, we incurred professional fees of $223,747 compared to $265,457, during the nine months ended September 30, 2019. The decrease of $41,710 in professional fees was primarily the result of lower legal and medical case management fees, partially offset by increases in fees for accounting.
Insurance
During the nine-month period ended September 30, 2020, we incurred insurance expenses of $274,974, a 14% increase over the same nine-month period in 2019. The increase in insurance expense was primarily attributed to increases in group health and business insurance premiums during the nine-month period ended September 30, 2020 compared to the same period in 2019.
Outsource Service Fees
Outsource service fees consist of costs incurred by our subsidiaries in outsourcing utilization review, medical bill review, Medicare set-aside services, field medical case management services, and typically tends to fluctuate in correspondence with demand for those services. We incurred $359,596 and $373,047 in outsource service fees during the nine-month periods ended September 2020 and 2019, respectively. The decrease of $13,451 was primarily the result of decreases in outsource services required for utilization review and field medical case management, partially offset by increases in medical bill review and Medicare set-aside services. We generally expect our outsource service fees will continue to move in correspondence with the level of utilization review, medical bill review and certain medical case management services we provide in the future.
Data Maintenance
During the nine-month periods ended September 30, 2020 and 2019, data maintenance fees were $59,415 and $76,345, respectively. The decrease of $16,930 was primarily the result of fewer HCO and MPN notification fees for existing customers due to employers reducing their workforce as a result of COVID-19 business restrictions during the nine-month period ended September 30, 2020 when compared to the same period in 2019.
General and Administrative
During the nine-month period ended September 30, 2020, general and administrative expense decreased by 16% to $515,738 when compared to the nine-month period ended September 30, 2019. The decrease of $97,118 was primarily attributable to decreases in auto expenses, dues and subscriptions, office supplies, parking, postage, rent-expense equipment, travel and entertainment and vacation expense, partially offset by increases in internet/IT enhancement, rent expense, telephone, and shareholders’ expense. These changes in general and administrative expenses were largely the result of COVID-19-related changes to how we have been conducting business during 2020.
Income from Operations
As a result of the 18% decrease in total revenue during the nine-month period ended September 30, 2020, coupled with a 6% decrease in total expenses, our income from operations before taxes decreased 60% from $1,272,230 to $509,825 compared to the same period in 2019.
Income Tax Provision
We realized income before taxes of $509,825 and $1,272,230 during the nine-month periods ended September 30, 2020 and 2019, respectively. The decrease in income before taxes of $762,405, correspondingly, resulted in the provision for income taxes of $143,111 during the nine-month period ending September 30, 2020, compared to $357,214 for the same period a year earlier.
Net Income
During the nine-month period ended September 30, 2020, total revenues of $4,435,169 was 18% lower when compared to the same period in 2019. This decrease in total revenues together with a decrease of 6% in total expenses resulted in a 60% decrease in income from operations. Correspondingly, we realized net income of $366,714 for the nine-month period ended September 30, 2020, a 60% decrease compared to the nine-month period ended September 30, 2019.
Liquidity and Capital Resources
As of September 30, 2020, we had cash on hand of $9,212,599 compared to $8,104,164 at December 31, 2019. The $1,108,435 increase was the result of net cash provided from our operating activities of $700,538 and proceeds from PPP loans of $460,700, provided from financing activities, partially offset by cash used in investing activities of $52,803.
As of the date of this report, we have laid off four employees as a result of COVID-19 related closures of our employer customers. As noted above, we have taken advantage of and may in the future avail ourselves of federal, state or local government programs to protect our workforce as management and our board of directors determine to be in the best interest of the Company and our shareholders.
Historically, we have generally realized positive cash flows from operating activities, which coupled with positive reserves of cash on hand have been used to fund our operating expenses and obligations. Management currently believes that absent any unanticipated COVID-19 impact, including, but not limited to a significant longer-term downturn in the economy or the loss of several major customers within a condensed time period, cash on hand and anticipated revenues from operations will be sufficient to cover our operating expenses over the next twelve months.
As the impact of the COVID-19 pandemic continues to play out throughout our industry and the broader economy, we believe our strong cash position, could allow us to identify and capitalize on potential opportunities to expand our business either through the acquisition of existing businesses that may have insufficient resources to overcome the impacts of the pandemic, including, expansion into the insurance industry or through the creation of new lines of business. Depending upon the nature of the opportunities we identify, such acquisitions or expansion could require greater capital resources than we currently possess. Should we need additional capital resources, we could seek to obtain such through debt and/or equity financing. We do not currently possess an institutional source of financing and there is no assurance that we could be successful in obtaining equity or debt financing when needed on favorable terms, or at all. We could also use shares of our capital stock as consideration for a business acquisition transaction, but there is also no assurance that there would be significant market interest in our capital stock.
Cash Flow
During the nine months ended September 30, 2020, cash was primarily used to fund operations. We had a net increase in cash of $1,108,435 during the nine months ended September 30, 2020. See below for additional information.
|
|
For the nine months ended September
|
|
|
|
2020
(unaudited)
|
|
|
2019
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net cash provided from operating activities
|
|
$
|
700,538
|
|
|
$
|
1,075,267
|
|
Net cash used in investing activities
|
|
|
(52,803
|
)
|
|
|
(46,653
|
)
|
Net cash provided from financing activities
|
|
|
460,700
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
$
|
1,108,435
|
|
|
$
|
1,028,614
|
|
During the nine months ended September 30, 2020 and 2019, net cash provided from operating activities was $700,538 and $1,075,267, respectively. As discussed herein, we realized net income of $366,714 during the nine months ended September 30, 2020, compared to net income of $915,016 during the nine months ended September 30, 2019. The net cash flow from operating activities of $700,538 was primarily the result of decreases in net income, accounts payable, deferred rent expense, unearned revenue, accounts receivable, prepaid income tax, prepaid expenses, receivables – other, accounts payable, deferred rent expense, and increases in allowance for depreciation, bad debt provision and accrued expenses.
Net cash used in investing activities was $52,803 and $46,653 during the nine-month periods ended September 30, 2020 and 2019, respectively. During the nine-month periods ended September 30, 2020 and 2019, net cash used in investing activities was used to purchase computer equipment, equipment and software.
Net cash provided from financing activities during the nine-month periods ended September 30, 2020 and 2019 was $460,700 and $0, respectively.
Contractual Obligations and Contingencies
Smaller reporting companies are not required to provide this information.
Off-Balance Sheet Financing Arrangements
As of September 30, 2020, we had no off-balance sheet financing arrangements.
Inflation
We experience pricing pressures in the form of competitive prices. Insurance carriers and third-party administrators often try to take our clients by offering bundled claims administration services with their own managed care services at a lower rate. We are also impacted by rising costs for certain inflation-sensitive operating expenses such as labor and employee benefits and facility leases. We believe that these impacts may be material to our revenues or net income. Some of our clients are public entities which contract with us at a fixed price for the term of the contract. Increases in labor and employee benefits can reduce our profit margin over the term of these contracts.
Critical Accounting Policies and Estimates
See Note 1 to our condensed consolidated financial statements included elsewhere in this report.