UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-Q
(Mark One)
| x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2002
OR
| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition period from __________ to __________
Commission file number 1-14151
CLC HEALTHCARE, INC.
(Exact name of Registrant as specified in its charter)
| Nevada |
|
91-1895305 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No) |
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| 7610 N. Stemmons Freeway, Suite 500 | ||
| Dallas, Texas 75247 | ||
| (Address of principal executive offices) | ||
|
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| (214) 905-9033 | ||
| (Registrant’s telephone number, including area code) | ||
Indicate by check mark whether Registrant (1) has filed all reports 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes |
x |
No |
o |
Shares of Registrant’s common stock, $.01 par value, outstanding at November 13, 2002 – 2,161,826 (excludes Treasury Shares of 1,174,056).
CLC HEALTHCARE, INC.
FORM 10-Q
September 30, 2002
INDEX
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| PART I -- Financial Information |
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Item 1. |
Financial Statements |
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3 | |||
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4 | |||
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5 | |||
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6 | |||
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11 | |||
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Item 3. |
15 | ||||
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Item 4. |
16 | ||||
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| Part II -- Other Information |
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Item 5. |
16 | ||||
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Item 6. |
16 | ||||
2
CLC HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
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September 30, 2002 |
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December 31, 2001 |
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(Unaudited) |
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| ASSETS |
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| Current Assets: |
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Cash and cash equivalents |
|
$ |
1,201 |
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$ |
539 |
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Accounts receivable, net of allowance for doubtful accounts: 2002 - $5,386; 2001 – $6,603 |
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6,630 |
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9,789 |
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Prepaid expenses and other current assets |
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2,057 |
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1,759 |
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Total current assets |
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9,888 |
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12,087 |
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| Property and Equipment: |
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Land |
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100 |
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— |
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Buildings and improvements |
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2,463 |
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405 |
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Furniture, fixtures and equipment |
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3,176 |
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2,817 |
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Accumulated depreciation |
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(1,104 |
) |
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(653 |
) | |
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Property and equipment, net |
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4,635 |
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2,569 |
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| Other Assets: |
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Investment in unconsolidated subsidiary |
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2,770 |
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3,739 |
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Debt securities |
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1,536 |
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1,515 |
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Other assets |
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231 |
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243 |
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Total other assets |
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4,537 |
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5,497 |
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Total assets |
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$ |
19,060 |
|
$ |
20,153 |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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| Current Liabilities: |
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Accounts payable |
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$ |
5,584 |
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$ |
7,417 |
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Accrued salaries and benefits |
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3,881 |
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3,819 |
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Resident trust fund balances |
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561 |
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|
486 |
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Current portion of mortgage loans payable |
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40 |
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— |
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Deferred rent to LTC |
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1,588 |
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— |
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Accrued rent payable to LTC |
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2,100 |
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— |
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Accrued self insurance risk |
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7,719 |
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3,866 |
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Other accrued liabilities |
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5,157 |
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4,672 |
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Total current liabilities |
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26,630 |
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20,260 |
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| Mortgage Loans Payable |
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1,120 |
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— |
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| Notes Payable to LTC |
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7,762 |
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7,000 |
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| Line of Credit from LTC |
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5,341 |
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5,342 |
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Total liabilities |
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40,853 |
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32,602 |
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| Commitments and Contingencies |
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| Stockholders’ Deficit: |
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Preferred stock $0.01 par value; 10,000,000 shares authorized |
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— |
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— |
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Common stock $0.01 par value; 40,000,000 shares authorized; shares issued: 2002 – 3,335,882; 2001 – 3,335,882 |
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33 |
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33 |
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Capital in excess of par value |
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10,224 |
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10,224 |
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Treasury stock: shares 2002 – 1,174,056; 2001 – 1,196,056 |
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(2,642 |
) |
|
(2,643 |
) | |
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Unearned stock compensation |
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(164 |
) |
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(211 |
) | |
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Accumulated deficit |
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(28,843 |
) |
|
(19,461 |
) | |
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Accumulated comprehensive loss |
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(401 |
) |
|
(391 |
) | |
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Total stockholders’ deficit |
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(21,793 |
) |
|
(12,449 |
) | |
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Total liabilities and stockholders’ deficit |
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$ |
19,060 |
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$ |
20,153 |
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See accompanying notes
3
CLC HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
|
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Three Months Ended |
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Nine Months Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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| Revenues: |
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Net patient revenues |
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$ |
23,188 |
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$ |
22,239 |
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$ |
67,878 |
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$ |
66,296 |
| |
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Rental income |
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— |
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|
902 |
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— |
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2,693 |
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Interest and other income |
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262 |
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1,077 |
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|
799 |
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1,917 |
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Total revenues |
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23,450 |
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24,218 |
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68,677 |
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70,906 |
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| Costs and Expenses: |
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Salaries and benefits |
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16,570 |
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17,337 |
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50,487 |
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50,690 |
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Supplies |
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2,666 |
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3,027 |
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7,878 |
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8,558 |
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Rent – LTC |
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1,229 |
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720 |
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3,688 |
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2,334 |
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Interest expense |
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|
172 |
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|
697 |
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|
456 |
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2,068 |
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Interest expense on line of credit from LTC |
|
|
137 |
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|
474 |
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|
406 |
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1,346 |
| |
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Depreciation |
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|
163 |
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|
431 |
|
|
459 |
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|
1,272 |
| |
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Minority interest |
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— |
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|
86 |
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|
— |
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|
257 |
| |
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Provision for bad debts |
|
|
202 |
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|
1,007 |
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|
885 |
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1,861 |
| |
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Impairment charge |
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— |
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|
3,400 |
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— |
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5,241 |
| |
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Medicare settlement related to prior operator |
|
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— |
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— |
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(1,333 |
) |
|
— |
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Other operating and administrative |
|
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4,431 |
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3,260 |
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14,039 |
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13,200 |
| |
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Total expenses |
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25,570 |
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30,439 |
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|
76,965 |
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86,827 |
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| Operating Loss |
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(2,120 |
) |
|
(6,221 |
) |
|
(8,288 |
) |
|
(15,921 |
) | ||
| Equity and earnings from investment in unconsolidated subsidiary |
|
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(103 |
) |
|
— |
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|
(969 |
) |
|
— |
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| Loss before provision for income taxes |
|
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(2,223 |
) |
|
(6,221 |
) |
|
(9,257 |
) |
|
(15,921 |
) | ||
| Provision for income taxes |
|
|
— |
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|
— |
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|
125 |
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— |
| ||
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| Net loss |
|
$ |
(2,223 |
) |
$ |
(6,221 |
) |
$ |
(9,382 |
) |
$ |
(15,921 |
) | ||
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| Weighted average shares outstanding |
|
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2,168,543 |
|
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2,126,609 |
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2,150,163 |
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1,951,839 |
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| Net Loss Per Common Share: |
|
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Basic and diluted net loss per share |
|
$ |
(1.02 |
) |
$ |
(2.93 |
) |
$ |
(4.36 |
) |
$ |
(8.17 |
) | |
|
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| Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
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Net loss |
|
$ |
(2,223 |
) |
$ |
(6,221 |
) |
$ |
(9,382 |
) |
$ |
(15,921 |
) | |
|
|
Unrealized income (loss) on available-for-sale equity securities |
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