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EX-21.1 - EX-21.1 - PACIFIC HEALTH CARE ORGANIZATION INCex21-1.htm
EX-23.2 - EX-23.2 - PACIFIC HEALTH CARE ORGANIZATION INCex23-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-K
 

 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: December 31, 2017
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   000-50009  
 
PACIFIC HEALTH CARE ORGANIZATION, INC.
(Exact name of registrant as specified in its charter)
 
Utah
87-0285238
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer I.D. No.)
 
 
1201 Dove Street, Suite 300
Newport Beach, California
92660
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (949) 721-8272
 
Securities registered pursuant to Section 12(b) of the Act:    None     
 
Securities registered pursuant to Section 12(g) of the Act:
 
$.001 par value, common voting shares
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes
 
No
 
 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
 
Yes
 
No
 
 
 
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 past 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
 
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 (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).
 
Yes
 
No
 
 
 

 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
Accelerated filer
Non-accelerated filer 
Smaller reporting company 
Emerging growth company 
    (Do not check if a smaller reporting company)    
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes
 
No
 
 
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $3,940,625
 
As of March 30, 2018, the issuer had 800,000 shares of its $.001 par value common stock outstanding.
 
Documents incorporated by reference:   None
 

Table of Contents
 
 
 
Page
PART I
 
 
 
Item 1.
5
 
 
 
Item 1A.
9
 
 
 
Item 1B.
13
 
 
 
Item 2.
13
 
 
 
Item 3.
14
 
 
 
Item 4.
14
 
 
 
PART II
 
 
 
Item 5.
15
 
 
 
Item 6.
16
 
 
 
Item 7.
16
 
 
 
Item 7A.
23
 
 
 
Item 8.
24
 
 
 
Item 9.
41
     
Item 9A.
41
 
 
 
Item 9B.
42
 
 
 
PART III
 
 
 
Item 10.
43
 
 
 
Item 11.
46
 
 
 
Item 12.
49
 
 
 
Item 13.
51
 
 
 
Item 14.
51
 
 
 
PART IV
 
 
 
Item 15.
53
 
 
 
Item 16.
54
 
 
 
 
55
 

PACIFIC HEALTH CARE ORGANIZATION, INC.

Throughout this Annual Report on Form 10-K, 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”).

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 our management’s beliefs and assumptions and on information currently available to our management.  For this purpose any statement contained in this Annual Report on Form 10-K that is not a statement of historical fact may be deemed to be forward-looking, including, but not limited to statements about future demand for the products and services we offer, changes in the composition of the products and services we offer, the impact of the loss of one or more significant customers, our ability to add new customers to replace the loss of current customers, future revenues, expenses, results of operations, liquidity and capital resources or cash flows, or our actions, intentions, plans, strategies and objectives and other risks and uncertainties detailed elsewhere in this Annual Report on Form 10-K.  Without limiting the foregoing, words such as “believe,” “expect,” “project,” “intend,” “estimate,” “budget,” “plan,” “forecast,” “predict,” “may,” “will,” “could,” “should,” or “anticipate” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, economic conditions generally and in the industry in which we and our customers participate; 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 change.  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 unduly 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 consolidated financial statements and the related notes contained elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “Commission”).


PART I

ITEM 1.  BUSINESS

Company History

Pacific Health Care Organization, Inc. is a Utah corporation incorporated in 1970.  In 2001 PHCO acquired Medex Healthcare, Inc. and subsequently established several other operating subsidiary companies to create a workers’ compensation managed-care company that offers an integrated and layered array of complimentary business solutions that enable our clients to better manage their employee worker compensation related healthcare administration 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 have processed medical bill reviews in 25 states.  Our provider networks are composed of experts in treating worker injuries. 

Business of the Company

We are workers’ compensation cost containment specialists.  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 core service focuses on the reduction of medical treatment costs by enabling our client/employers to share the control over the medical treatment process.  This control is obtained by participation in one of our medical treatment networks.  We hold several valuable government-issued licenses to operate medical treatment networks.  Through Medex we hold two of the total of nine licenses issued by the State of California to establish and manage a Health Care Organization (“HCO”) within the state of California. We also hold approvals issued by the State of California to act as a Medical Provider Network (“MPN”).  Our HCO and MPN programs provide our client/employers with provider networks within which the client/employer has some ability to direct the administration of the claim.  This is designed to decrease the incidence of fraudulent claims and disability awards and ensure injured employees receive the necessary back-to-work rehabilitation and training they need.  We also offer a Nurse Case Management program that keeps medical treatment claims progressing to a resolution and assures treatment plans are aligned from a medical perspective.  Nurse 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.

Health Care Organizations

An HCO is a network of health care professionals specializing in the treatment of workplace injuries and in back-to-work rehabilitation and training of our clients’ employees.  HCOs were created to appeal to injured workers, while providing substantial savings to the client/employers.  In most cases, our HCO programs gives the client/employer 180 days of medical control in a provider network within which the client/employer has the ability to direct the administration of the claim.  The injured worker may change physicians once during this period, but the worker may not leave the provider network.  The increased length of time during which the client/employer has control over administration of the claim is designed to decrease the incidence of fraudulent claims and disability awards.  The right to control treatment within a network is also based upon the notion that if there is more control over medical treatment there will be more control over getting injured workers healthy and back on the job.  A final outcome would be to control total claim treatment cost and related workers’ compensation insurance premiums.


Our HCO licenses allow us to cover the entire state of California.  Our clients can offer their injured workers a choice of enrolling in an HCO with a network managed by primary care providers which require primary care physicians to make referrals to needed specialists or in an HCO where injured workers do not need any prior authorization to be seen and treated by specialists.
 
Our HCO networks have contracted with approximately 3,900 individual medical providers and clinics, as well as hospitals, pharmacies, rehabilitation centers and other ancillary services enabling our HCOs to provide comprehensive medical services throughout California.  Our provider networks are composed of experts in treating worker injuries.  We are continually reviewing and enhancing these networks based upon the nominations of new clients and the approvals of their claims administrators.  All network provider credentials are reviewed and approved by our subsidiary Medex.

HCO guidelines impose certain medical oversight, reporting, information delivery and usage fees upon HCOs.  These requirements increase the administrative costs and obligations on HCOs over those applicable to an MPN, although the obligations and cost differentials between the two types of organizations have been narrowing over the past few years.

Medical Provider Networks
 
Like an HCO, an MPN is a network of health care professionals, but MPN networks do not require the same level of medical expertise in treating work place injuries.  Under an MPN program the client/employer dictates which physician the injured employee will see for the initial visit.  Thereafter, the MPN program grants the employee discretion to choose which physician in the network will continue treatment of the claim; the client/employer is benefited by having that discretion limited for the life of the claim to physicians within the MPN network.  In addition, the California MPN statute and regulations allow the injured employee to dispute treatment decisions, provide for second and third medical opinions, and then permits case review by an independent medical reviewer, whose decision can result in the client/employer losing control over medical treatment of the employee.

Unlike our HCOs, our MPN does not require our clients to pay annual fee assessments, nor does it require our clients to comply with annual enrollment notice delivery requirements.  As a result, there are fewer administrative costs associated with an MPN program, which allows our MPN to market its services at a lower cost to employers than our HCOs.  For this reason, many clients may opt to use the less complicated MPN even though it provides client/employers fewer rights to control medical treatment of employee injury claims.

HCO + MPN

As a licensed HCO and approved MPN, in addition to offering HCO and MPN programs, we are also able to offer our client/employers a combination of the HCO and MPN programs.  Under this plan model a client/employer can enroll its employees in the HCO program, and then prior to the expiration of the 180-day treatment period under the HCO program, the client/employer can enroll the employee into the MPN program.  This allows client/employers to take advantage of both programs.  To our knowledge, PHCO is currently the only entity that offers clients/employers and HCO+MPN combination program.

Nurse Case Management

Nurse case management keeps medical treatment claims progressing to a resolution and assures treatment plans are aligned from a medical perspective.  Nurse 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.  Nurse case managers act as a liaison between the injured worker, claims adjuster, medical providers and attorneys to achieve optimal results for injured workers and employer/clients.

Our credentialed nurses have expertise in various clinical areas and extensive backgrounds in workers’ compensation matters.  This combination allows our nurses the opportunity to facilitate medical treatment while understanding the nuances of workers’ compensation up to and including litigation.  By providing these services our client/employers contribute to effective delivery of medical treatment assuring the injured worker receives quality treatment in a timely and appropriate manner to return the worker to employment.


Workers’ Compensation Carve-outs
 
Some employers are able to opt out of the standard workers’ compensation regulatory scheme through carve-out agreements that comply with state law requirements.  We facilitate the negotiation of legal agreements for the implementation of Workers’ Compensation Carve-Outs for California client/employers and provide services to the carve-out agreement parties.  Under such carve-out agreements certain clients are able to access our HCOs, MPN and Nurse Case Management Program.

California law permits employers and employees to establish alternative dispute resolution systems to resolve disputes in the workers’ compensation context.   These arrangements are called carve-outs because the employers and employees covered by such agreements are carved out from the standard state workers’ compensation scheme, provided applicable statutory and regulatory requirements covering the administration of carve-out programs are met.  These carve-out agreements are made between client/employers and the collective bargaining units representing covered client employees.  

Ancillary Services

Beyond the core services we provide to facilitate client/employers involvement in employee medical treatment claims administration and patient treatment options, we also provide to our HCO and MPN clients a number of claims-related services that bring efficiencies to claim processing and management that further reduce the overall burden of workers’ compensation claims resolution.  These services include various back office type functions that assure cost efficiency and accuracy in claim processing, claim reimbursement and claim dispute resolution.

All of our services are fully integrated to allow for partial and full bundling of services and sharing of information across all our platforms.  Our bundled services have allowed some client/employers to achieve up to a 70% reduction in the cost of injury claim resolution while maintaining superior treatment for injured workers. Seamless integration between services enhances cost-savings by providing concurrent access to complete, accurate and timely information relating to our HCOs, MPNs or PPO networks and all our ancillary services as claims are managed to completion.  Among such services are:

Utilization Review
 
Using skilled staff and an automated review system we deliver utilization review services to self-insured clients, insurance companies and public entities.  Utilization review cuts overhead costs of these clients.  Utilization review is a safeguard against unnecessary and inappropriate medical treatment from the perspective of medical necessity, quality of care, appropriateness of decision-making, etc. applied in accordance with the applicable workers’ compensation law.
 
Medical Bill Review
 
We provide professional analysis of 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.  These services result in significant network savings. 

Lien Representation Services

When a worker is injured in the scope of employment the client/employer is required to provide workers’ compensation benefits.  If the provider of services is not paid because the services were not authorized, or if the provider disputes the amount of reimbursement, the provider may file a lien against the workers’ compensation claim.  We provide comprehensive lien representation services from negotiation through litigation and petitions for reconsideration.  

Legal Support Services

We provide expert witness testimony before the California Workers Compensation Appeals Board.  The fees include reimbursement of witness fees, travel and lodging expenses.


Medicare Set Aside Fees

In December 2015, we commenced offering Medicare Set Aside services for workers’ compensation claims which is a financial agreement that allocates a portion of a workers’ compensation settlement to pay for future medical services related to the work-place injury, illness, or disease.  The purpose of the set aside arrangement is to provide funds to the injured party to pay for future medical expenses that would otherwise be covered by Medicare.  This program affords our client/employers an effective way to overcome complications after settlement and avoids unnecessary costs attached to the claim.

Significant Customers

We provide services to virtually any size employer in the state of California as well as insurers, third party administrators, self-administered employers, municipalities and other industries.  We also provide some client/employers utilization review, nurse case management and medical provider network, medical bill review, network access fee services and Medicare set aside services outside the state of California.

 During 2017, Preferred Operator Group, LLC, TriStar Risk Management and Hilton Worldwide accounted for approximately 21%, 11% and 10% respectively, of our total sales.  

Competition

We were one of the first commercial enterprises capable of offering HCO services and MPN services in California.  Now there are many companies who compete in this market.  Many of these competitors are larger than PHCO and may have greater financial, research and marketing experience and resources than we do, and they may therefore represent substantial long-term competition.  As of December 31, 2017, in California there were nine certified health care organization licenses issued to seven companies. We own two of the nine licenses and have six possible direct HCO competitors.  Only two of these HCO competitors, however, are currently writing HCO business due to the complexity of the HCO regulations.  There are minimal requirements for establishing MPNs and therefore, as of December 31, 2017, there were in excess of 2,500 MPNs in the state of California according to the DWC MPN website.  Of these, we administer 54 MPNs.

We compete on both quality of service delivery and price of services.  We maintain quality of service by virtue of the training, skill and experience of our professional staff and numerous outside consultants. We compete on price through our integrated and robust information technology systems.  We focus our business primarily to those employers and payers who use our HCO and/or MPN services.  We anticipate that this focus will keep the majority of this business stable and renewable.  However, periodically we expect that some large clients may establish the in-house capability of performing the services we offer, as this has occurred in the past.  If we are unable to compete effectively, it will be difficult for us to retain current customers or add new customers, and our business, financial condition, and results of operations could be materially and adversely affected.

We rely on our well-trained and knowledgeable in-house professionals to develop service offerings aligned with market need.  We target the needs of insurers, third party administrators and self-administered employers. We contract directly with medical providers based on quality determinations rather than the provision of discounted medical services. We believe this provides us a competitive advantage because we can market a direct relationship with providers who have demonstrated expertise in treating work related injuries and writing credible medical reports rather than relying on third party relationships or discounts alone.
 
We offer both HCO and MPN programs to potential clients, as well as an HCO/MPN combination model, which we believe also gives us a competitive advantage, because of the manner in which the network was created.  While some of our competitors offer either HCO or MPN services, to our knowledge, none of our competitors offer this type of HCO/MPN combination model, nor, in our opinion, do they have the legal and medical expertise to administer one.

Governmental Regulation

Managed care programs for workers’ compensation are subject to various laws and regulations.  The nature and degree of applicable regulation varies by state and by the specific services provided.  Parties that provide or arrange for the provision of healthcare services are subject to numerous complex regulatory requirements that govern many aspects of their conduct and operations.  Because managed healthcare is a rapidly changing and expanding industry and the cost of providing healthcare continues to increase, it is possible that the applicable federal and state regulatory frameworks will expand to have a greater impact upon the conduct and operation of our business.


As discussed above, the provision of workers’ compensation managed care in the state of California is governed by legislation and secondary regulations.  The services we provide have developed largely in response to legislation or other governmental action.   Changes in the legislation regulating workers’ compensation may create greater or lesser demand for the services we offer or require us to develop new or modified services to meet the needs of the marketplace and compete effectively.  We could also be materially and adversely affected if the state of California were to elect to reduce the extent of medical cost containment strategies available to insurance companies and other payers, or adopt other strategies for cost containment that would not support demand for our services.

There has been considerable discussion of healthcare reform at both the federal and state level in recent years.  Due to uncertainties regarding the ultimate features of reform initiatives and the timing of their enactment, we cannot predict which, if any, reforms will be adopted, when they may be adopted, or what impact they may have on our business or within the industry in which we participate.  

Employees

Including the employees of our subsidiaries, as of March 16, 2018 we employed thirty-four full-time employees and one part-time employee.  We also use the services of a number of consultants.  Over the next twelve months, we anticipate hiring additional employees only if business revenues increase and our operating requirements warrant such hiring.

Reports to Security Holders

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other filings pursuant to Sections 13, 14 and 15(d) of the Exchange Act, and amendments to such filings with the Commission.  The public may read and copy any materials we file with the Commission at its Public Reference Room at 100 F Street N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains its internet site www.sec.gov, which contains reports, proxy and information statements and our other Commission filings.  We also post an electronic copy of our Annual Report on Form 10-K on our website www.pacifichealthcareorganization.com, which you can view or download free of charge.  Materials posted on our website are not part of this Annual Report on Form 10-K.

ITEM 1A.  RISK FACTORS

You should consider carefully the following risk factors, together with the other information contained in this Annual Report on Form 10-K and the other reports we file with the Commission, in evaluating us or making an investment in our common stock.  The risks described below are the material risks, although not the only risks, relating to us and our common stock.  If any of the following risks and uncertainties develop into actual material events, it could have a material adverse effect on our business, operations and financial condition. You should not draw any inference as to the magnitude or likelihood of any particular risk from its position in the following discussion.

A significant percentage of our revenue is generated from a few customers, the loss of one or more of which could have a material impact on our results of operations, cash flows and financial condition.

A significant portion of operating revenue is received from a relatively small group of our customers.  Sales to three customers accounted for approximately 42% of our total revenue in 2017.

We cannot guarantee that significant customers will not, at some point, terminate or reduce our services.  The loss of one or more significant customers will likely have an adverse impact on our business, results of operations, cash flows and financial condition, perhaps materially, until such time as we are able to retain new customers to replace them.
 
Most of our customer contracts permit either party to terminate without cause.  Many organizations in the insurance industry have consolidated and this could result in the loss of one or more of our customers through a merger or acquisition.  Additionally, we could lose customers due to competitive pricing pressures or other reasons.  If several customers terminate their contracts, or do not renew or extend their contracts with us, our results could be materially adversely affected.


Our revenues may decline if we cannot compete successfully in an intensely competitive market.
 
We target our products to employers seeking to control the cost of employee workers’ compensation claims.  We face competition from a variety of companies and the markets for our services are fragmented and competitive.  Our competitors include national managed care providers, preferred provider networks, smaller independent providers and insurance companies. Many of our current and potential competitors have significantly greater financial, technical, marketing, and other resources than we do.  As a result, our competitors may be able to respond more quickly to new or emerging ways to manage treatment costs, including enhanced technology, changes in regulations and standards, and shifts in customer requirements.  We believe that as managed care techniques continue to gain acceptance in the marketplace, our competitors will increasingly consist of insurance companies, large workers’ compensation managed care service companies and other significant providers of managed care products.  These competitors may also be able to devote greater resources to the development, promotion and sale of services and may be able to deliver competitive services or solutions at a lower end user price.  Any of these competitive pressures could have a material adverse effect on our business, results of operations and financial condition.

Our business is driven substantially by the relation between the value we provide and the amounts we charge for that value.  If the scope and quality of our services lag behind the market or lower cost participants are able to provide competitive services at lower prices, we may lose client/employers which could have an adverse impact on our results of operations and financial condition.

As noted in the description of business, we are in the business of assisting our client/employers control the cost of their employee workers’ compensation claims.  While we believe that factors, including the quality of care provided to the employee, the rapidity at which the employee returns to work, and the service provided to the customer, play a part in the selection and retention process of our customers, we understand that price is a primary determining factor in whether client/employers selects or retains our services.  While our competitors may offer direct fees less than those we charge, they have traditionally added fees to their other associated services and thus raised total cost of their services.  If our competitors are able to reduce the cost at which they provide services, we anticipate that we would have to likewise attempt to reduce the cost at which we provide our services or risk losing employer customers.  Either outcome could have a material adverse impact on our business, results of operations and financial condition.

Our financial performance is tied to the quality of the information technology platform we use to provide our services and communicate with our clients.  The information technology business evolves rapidly and advancements can disrupt or alter the competitive environment.

Effective and competitive delivery of our services is increasingly dependent upon information technology resources and processes, both those provided internally as well as those provided through third-party vendors.  In addition to better serving customers, the effective use of technology increases efficiency and enables us to reduce costs.  Our future success will depend, in part, on our ability to address the needs of our client/employers by using technology to provide services to enhance customer convenience, as well as to create additional efficiencies in our operations.  Many of our competitors have greater resources to invest in technological improvements.  Additionally, as technology in the industry changes and evolves, keeping pace may become increasingly complex and expensive.  There can be no assurance that we will be able to effectively implement new technology-driven products and services, which could reduce our ability to compete effectively.

An interruption in our ability to access, review or deliver critical data may cause customers to cancel their service and/or may reduce our ability to effectively compete.

Certain aspects of our business are dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing capabilities.  Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other system failures could cause our client/employers to cancel their service and could have a material adverse effect on our business and results of operations.

In addition, we expect that a considerable amount of our future growth will depend on our ability to process and manage claims data more efficiently and to provide more meaningful healthcare information to customers and payors of healthcare.  There can be no assurance that our current data processing capabilities will be adequate for our future growth, that we will be able to efficiently upgrade our systems to meet future demands, or that we will be able to develop, license or otherwise acquire software to address these market demands as well or as timely as our competitors.


Declines in workers’ compensation claims could materially impact our financial condition and results of operations.

Changes in the strength of the economy affect the size and activity of the work force and consequently alters the size of the work force and the level of workers’ compensation claims.  In addition to working with our client/employers, we also provide outsource services to payors of worker’s compensation benefits.  These payors include third party administrators, insurance companies, self-insured, self-administered employers and municipalities.  If these payors reduce the amount of work they outsource, our financial condition and results of operations could be affected negatively.
 
Failure to maintain our licenses would have material impact on our business.

We require state issued licenses to operate our HCO and MPN networks in the state of California.  If the state of California were to determine that we have failed to comply with the licensure requirements, it has the authority to deny, suspend or revoke our licenses.  If our licenses were suspended or revoked, we would no longer be able to operate our HCO and/or MPN networks.  In addition to the reduction in revenue we would experience from the loss of our HCO and/or MPN operations, the other services we offer would likely also be impacted negatively as many of the customers for our utilization review, medical bill review and nurse case management services are derived from our HCO and MPN clientele.

Our business is subject to online security risks, and if we are unable to safeguard the security and privacy of confidential data, our reputation and business could be harmed. 

Our services involve the collection and storage of confidential information and the transmission of this information.  For example, we collect personal information, information regarding medical history, and information regarding medical treatments.  In certain cases, such information is provided to third-parties, and we may therefore be unable to control the use of such information or the security protections employed by such third-parties.  We may be required to expend significant capital and other resources to protect against security breaches or to alleviate problems caused by security breaches.  Despite our implementation of security measures, techniques used to obtain unauthorized access or to sabotage systems change frequently.  As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.  Any compromise or perceived compromise of our security (or the security of our third-party service providers who have access to our enrollees’ confidential information) could damage our reputation and our relationship with our customers, third-party administrators, insurers and enrollees, could reduce demand for our services and could subject us to significant liability as well as regulatory action.  In addition, in the event that new data security laws are implemented, or our customers determine to impose new requirements on us relating to data security, we may be unable to timely comply with such requirements, or such requirements may not be compatible with our current processes. Changing our processes could be time consuming and expensive, and failure to timely implement required changes could result in our inability to sell our services.

Healthcare providers are becoming increasingly resistant to the application of certain healthcare cost containment techniques; this may cause revenue from some of our cost containment operations to decrease.

Healthcare providers have become more active in their efforts to minimize the use of certain cost containment techniques and are engaging in litigation to avoid application of certain cost containment practices. Recent litigation between healthcare providers and insurers has challenged certain insurers’ claims adjudication and reimbursement decisions. Although these lawsuits do not directly involve us or any services we provide, these cases may affect the use by insurers of certain cost containment services that we provide and may result in a decrease in revenue from our cost containment business.

If utilization by payors, including employers, of early intervention services continues to increase, the revenue from our later stage network and healthcare management services could be negatively affected.

The performance of early intervention services, including injury occupational healthcare, first notice of loss, and telephonic case management services, often result in a decrease in the average length of, and the total costs associated with, a healthcare claim. By successfully intervening at an early stage in a claim, the need for additional cost containment services for that claim often can be reduced or even eliminated. As employers continue to increase their utilization of early intervention services, the revenue from our later stage network and healthcare management services will decrease.


If we are unable to continue to attract and retain key employees with the skills our business requires, our business could be impacted negatively.

We compete with other workers’ compensation managed care companies and healthcare providers in recruiting qualified management and staff personnel.  Employees with industry expertise are critical to our competitive strategy.  There is intense competition for the services of such persons.  We cannot guarantee that we will be able to attract and retain such persons if our competitors, many of whom have greater financial resources and larger organizations than ours, offer higher salaries, better benefit packages and broader opportunities than we are able to offer.  If we are unable to attract or retain key employees, our business and financial condition could be affected.

Changes in government regulations could increase our costs of operations and/or reduce the demand for our services.

California has licensing and other regulatory requirements applicable to our business.  These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control and dispute resolution procedures.  These regulatory programs may result in increased costs of operation for us, which may have an adverse impact upon our ability to compete with other available alternatives for healthcare cost control.  Regulation in the healthcare and workers’ compensation fields is constantly evolving.  We are unable to predict what additional government initiatives affecting our business, if any, may be promulgated in the future.  Our business may be adversely affected by failure to comply with existing laws and regulations, failure to obtain necessary licenses and government approvals or failure to adapt to new or modified regulatory requirements.  Proposals for healthcare legislative reforms are regularly considered at the federal and state levels.  To the extent that such proposals affect workers’ compensation, such proposals may affect adversely our business, financial condition and results of operations.  In addition, changes in workers’ compensation and managed health care laws or regulations may reduce demand for our services, require us to develop new or modified services to meet the demands of the marketplace or reduce the fees that we may charge for our services.  Any of these factors could materially impact our results of operations.
 
Exposure to potential litigation and legal liability may adversely affect our financial condition and results of operations.

Through our utilization review and nurse case management services, we make recommendations concerning the appropriateness of providers’ medical treatment plans of patients, and as a result, could be exposed to claims for adverse medical consequences.  We do not grant or deny claims for payment of benefits and we do not believe that we engage in the practice of medicine or the delivery of medical services.  There can be no assurance, however, that we will not be subject to claims or litigation related to the authorization or denial of claims for payment of benefits or allegations that we engage in the practice of medicine or the delivery of medical services.

In addition, there can be no assurance that we will not be subject to other litigation that may adversely affect our business, financial condition or results of operations, including but not limited to being joined in litigation brought against our customers in the managed care industry.  We maintain professional liability insurance and such other coverages as we believe are reasonable in light of our experience to date.  We also cannot assure you that our insurance will provide sufficient coverage or that insurance companies will make insurance available at a reasonable cost to protect us from significant future liability.

The price and trading volume of our common stock may be volatile, which may negative affect the value and liquidity of your shares.

The market price of our common stock may be highly volatile and subject to wide fluctuations.  During the twelve month period ended December 31, 2017 the low bid price for our common stock was $10.50 per share and the high bid price was $16.25 per share.  Our common stock is currently quoted on the OTC Markets, which is generally a thinly traded market that lacks the liquidity of certain other public markets.  Additionally, there are a limited number of our shares of common stock outstanding, which may further limit the liquidity of our shares.  Moreover, in the past, stock markets have experienced price and volume fluctuations that have particularly affected companies in the healthcare and managed care markets resulting in changes in the market price of the stock of many companies, which may not have been directly related to the operating performance of those companies.  We cannot assure you that the market price for our common stock will not fluctuate or decline significantly in the future or that there will be sufficient trading volume in our common stock to allow you to sell your shares in the market when you desire to do so.


Our Chief Executive Officer, President and Chairman of the board of directors has the ability to exercise significant control over the Company.

Tom Kubota, our Chief Executive Officer, President and Chairman of the board of directors beneficially owns 487,000 shares, or approximately 61%, of our outstanding common stock.  Since 2008, Mr. Kubota has a majority of our outstanding common stock and voting control of the Company.  During 2016, the Company sold 1,000 shares of Series A preferred stock to Mr. Kubota, which represents 100% of the outstanding shares of Series A preferred stock of the Company.  This transaction did not materially increase his economic interest in the Company, but it did increase his voting control to effectively 98%.  In most matters, our Series A preferred stock is treated on parity with our common stock on a share-for-share basis, with the exception that each share of Series A preferred stock is entitled to 20,000 votes of common stock on all matters submitted to a vote of our common stock holders.  The Series A preferred stock is convertible to shares of common stock on a one share for one share basis at the election of the holder thereof.  The board of directors elected to sell shares of Series A preferred stock to Mr. Kubota because they believed the limited number of common shares outstanding restricted the Company’s ability to pursue potential acquisitions and other growth opportunities without jeopardizing the continuity of its strategic vision and business objectives.  This capital structure may be viewed positively, negatively or indifferently by the market, investors and potential acquisition targets.  If, it is viewed negatively, it could affect the liquidity and/or market price for our common stock.

The total market capitalization of our common stock after the forward split may be lower than before the forward split, and the per share price of our common stock following the forward split may be proportionally lower than current per share price.

As disclosed in the Definitive Information Statement we filed with the Commission on March 6, 2018, and mailed to our shareholders by March 14, 2018, during the first quarter of 2018, our board of directors and majority shareholder approved a four-shares-for-one-share forward split of our outstanding common stock (the “Forward Split”).  The Forward Split is expected to take effect on April 5, 2018.  The board of directors and majority shareholder believe the current low number of issued and outstanding shares of our common stock limits its appeal to brokerage firms and reduces its marketability because many brokerage firms are reluctant to act as market-makers or to recommend to their clients shares of companies that have a limited number of shares of common stock issued and outstanding and available in the market.  They also believe the Forward Split it is prudent to increase the number of authorized shares of common stock to maintain a reserve of shares to meet business needs, such as strategic acquisition opportunities, equity offerings or stock-based employee compensation, promptly as they arise.

If the Forward Split is viewed indifferently or negatively by market and investors, the market price per share of our common stock after the Forward Split may be lower in proportion to the increase in the number of shares of our common stock outstanding than before the Forward Split.  If this happens, the total market capitalization of our common stock following the Forward Split could be lower than our total market capitalization before the Forward Split.  It is not uncommon for a company’s total market capitalization to be lower following a Forward Split that it was before the Forward Split.

There can be no assurance that the Forward Split will result in greater liquidity or market maker participation in our common stock following the Forward Split.

While the Forward Split will increase the number of shares of our common stock available in the market, there is no assurance that it will increase the appeal of our common stock to brokerage firms, improve liquidity, or reduce broker reluctance to act as market-makers or to recommend to their clients shares of our common stock.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

This information is not required for smaller reporting companies.

ITEM 2.  PROPERTIES

We lease approximately 9,500 square feet of office space located at 1201 Dove Street, Suites 300 Newport Beach California, 92660.  This office space lease expires in April 2022.  This space serves as our principal executive offices, as well as, the principal offices of our subsidiaries.  We believe this space will be sufficient for our needs for the foreseeable future.
 

ITEM 3.  LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  Litigation is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm our business.  To the knowledge of management, there is no material litigation or governmental agency proceeding pending or threatened against us or any of our subsidiaries. Further, we are not aware of any material proceeding to which any director, member of senior management or owner of record or beneficially of more than five percent of any class of our voting securities or any of our subsidiaries, or any associate of any of them is a party adverse to or has a material interest adverse to us or any of our subsidiaries.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.
 
 
 

PART II
 
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is currently traded on the OTCQB under the ticker symbol “PFHO”.  The following table presents the quarterly high and low bid quotations for the periods indicated.  The following table sets forth the published high and low bid quotations furnished to us by OTC Markets Group, Inc.  These quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 
 
High
   
Low
 
 
           
Fiscal year ended December 31, 2017
           
 
           
Fourth Quarter
 
$
16.25
   
$
12.26
 
Third Quarter
 
$
14.00
   
$
11.50
 
Second Quarter
 
$
15.25
   
$
12.00
 
First Quarter
 
$
13.00
   
$
10.50
 
 
               
Fiscal year ended December 31, 2016
               
 
               
Fourth Quarter
 
$
12.50
   
$
8.60
 
Third Quarter
 
$
10.25
   
$
8.50
 
Second Quarter
 
$
10.25
   
$
7.10
 
First Quarter
 
$
10.00
   
$
7.36
 
 
Holders

As of March 16, 2018, we had approximately 292 shareholders of record holding 800,000 shares of our common stock.  The number of record shareholders was determined from the records of our stock transfer agent and does not include beneficial owners of common stock whose shares are held in “nominee” or “street” name.

Dividends

Our ability to pay dividends is subject to limitations imposed by Utah law.  Under Utah law, dividends may not be made if, after giving effect to the dividend; a) the company would be unable to pay its debts as they become due in the usual course of business; or b) the company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of any holders of preferential rights whose rights are superior to those receiving the dividend.

We did not pay dividends on our outstanding stock during the years ended December 31, 2017 and 2016, and we do not currently anticipate declaring cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

Information regarding securities authorized for issuance under our equity compensation plans is set forth in Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Annual Report on Form 10-K under the heading “Equity Compensation Plans”.
 
Performance Graph

This information is not required for smaller reporting companies.

Recent Sales of Unregistered Securities

Except as previously reported in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, we have not sold any equity securities during the year ended December 31, 2017, which were not registered under the Securities Act of 1933, as amended.
 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Neither we, nor any affiliated purchaser, purchased any of our equity securities during the year ended December 31, 2017.

ITEM 6.  SELECTED FINANCIAL DATA

This information is not required for smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our consolidated financial condition and results of operations for the years ended December 31, 2017 and 2016, and other factors that are expected to affect our prospective financial condition. The following discussion and analysis should be read together with our Consolidated Financial Statements and related notes beginning on page 24 of this Annual Report on Form 10-K.

Some of the statements set forth in this section are forward-looking statements relating to our future results of operations, financial condition, liquidity and capital resources.  Our actual results, financial condition, liquidity and capital resources may vary from the results anticipated by these statements.  We disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.  Actual future results may differ materially from those expressed in the forward-looking statement made by the Company or its management as a rest of a number of risks, uncertainties and assumptions.  Please see “Cautionary Statement Regarding Forward-Looking Statements” on page 4 of this Annual Report on Form 10-K.

Overview

We are workers’ compensation cost containment specialists.  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.  Our clients include self-administered employers, insurers, third party administrators, municipalities and others.  Although we have processed medical bill reviews in 25 states, our principal clients are located in the State of California where the high cost of workers’ compensation insurance is a critical problem.

Our core service focuses on reducing medical treatment costs by enabling employer/clients to share the control over the medical treatment process.  This control is obtained by participation in one of our medical treatment networks.  We realize revenues from enrollment of the employees of our client/employers into our various networks.  To assist our client/employers to ensure quality, timely and cost-effective treatment of their injured employees, we make our staff of credentialed registered nurses available to provide case management to assure treatment plans are properly aligned from a medical perspective.

Beyond the core services we also provide claims-related services including utilization review, medical bill review, lien representation and legal support and Medicare set aside services that bring efficiencies to claims processing and management that further reduces the overall burden of worker compensation claims resolution.

Our business generally has a long sales cycle, typically more than one year.  Once we have established a customer relationship and enrolled employees of our client/employers, our revenue adjusts with the growth or retraction of client/employers’ managed headcount.  Throughout the year, new employees and client/employers are added while others terminate from the program for a variety of reasons.

In the current economic environment, we anticipate businesses will continue to seek ways to control their workers’ compensation program costs.  Even though our HCO and MPN programs have been shown to create a favorable return on investment for our client/employers, (as our services are a significant component of the employers’ loss prevention programs), from time-to-time we experience customer volatility in the form of existing client/employers terminating or seeking to renegotiate the scope and terms of existing services, or seeking to reduce costs by managing their workers’ compensation care services in-house.


Summary of Fiscal 2017

During the year ended December 31, 2017, total revenues increased 14%.  Revenue from NCM, UR and HCO increased 36%, 32% and 13%, respectively.  Offsetting those increases, revenue from other fees, MBR and MPN decreased 35%, 5% and 3%, respectively.  The increases in revenue during fiscal 2017 came primarily from two significant customers.  These increases were partially offset by decreased revenue from one significant customers and the loss of one customer.
 
During fiscal 2017, operating expenses increased by 2%, primarily as a result of higher outsource service fees.  This increase was partially offset primarily by lower data maintenance fees.  As a result, our income from operations was $1,687,314 during fiscal 2017, compared to $969,328 in fiscal 2016.

Our provision for income tax expense increased 80% during fiscal 2017 as a result of the increase in income from operations.

Our net income increased 70% to $964,405.  Basic and fully diluted earnings per share during fiscal 2017 was $1.21 and $1.09, respectively compared to $0.71 and $0.71, respectively during fiscal 2016.

Comparison of the Fiscal Years Ended December 31, 2017 and 2016

Results of Operations

The following represents selected components of our consolidated results of operations, for the years ended December 31, 2017 and 2016, respectively, together with changes from year-to-year:

 
 
Year Ended December 31
       
 
 
2017
   
2016
   
Amount of Change
   
% Change
 
   
Revenues
     
HCO fees
 
$
1,618,323
   
$
1,427,936
   
$
190,387
     
13.3
%
MPN fees
   
564,094
     
578,646
     
(14,552
)
   
(2.5
%)
UR fees
   
1,022,770
     
775,610
     
247,160
     
31.9
%
MBR fees
   
592,743
     
625,492
     
(32,749
)
   
(5.2
%)
NCM fees
   
2,355,322
     
1,735,772
     
619,550
     
35.7
%
Other
   
352,275
     
544,240
     
(191,965
)
   
(35.3
%)
   Total revenues
   
6,505,527
     
5,687,696
     
817,831
     
14.4
%
 
                               
Expense
                               
Depreciation
   
75,729
     
84,700
     
(8,971
)
   
(10.6
%)
Bad debt provision
   
30,500
     
13,500
     
17,000
     
125.9
%
Consulting fees
   
354,535
     
340,653
     
13,882
     
4.1
%
Salaries and wages
   
2,299,698
     
2,316,571
     
(16,873
)
   
(0.7
%)
Professional fees
   
352,625
     
328,943
     
23,682
     
7.2
%
Insurance
   
328,276
     
339,235
     
(10,959
)
   
(3.2
%)
Outsource service fees
   
543,143
     
402,894
     
140,249
     
34.8
%
Data maintenance
   
180,420
     
230,619
     
(50,199
)
   
(21.8
%)
General and administrative
   
653,287
     
661,253
     
(7,966
)
   
(1.2
%)
   Total expenses
   
4,818,213
     
4,718,368
     
99,845
     
2.1
%
 
                               
Income from operations
   
1,687,314
     
969,328
     
717,986
     
74.1
%
 
                               
Other expense
                               
Interest expense
   
-
     
-
     
-
     
-
 
    Total other expense
   
-
     
-
     
-
     
-
 
Income before income tax provision
   
1,687,314
     
969,328
     
717,986
     
74.1
%
 
                               
 Income tax provision
   
722,909
     
402,580
     
320,329
     
79.6
%
 
                               
 Net income
 
$
964,405
   
$
566,748
   
$
397,657
     
70.2
%
 
Revenue

Total revenues during the year ended December 31, 2017, increased 14% to $6,505,527 compared to $5,687,696 during the year ended December 31, 2016.  During fiscal revenue from NCM, UR, and HCO increased 36%, 32% and 13%, respectively.  Offsetting those increases, revenue from other fees, MBR and MPN decreased 35%, 5% and 3%, respectively. 
 
HCO fees
 
Historically, the HCO employee/enrollee headcount was directly related to the amount of revenue generated by HCO clients.  We were, however, at risk of losing several clients under this pricing model.  To remain competitive in the marketplace, we developed a new pricing model, which includes both a fixed monthly flat rate pricing option that is negotiated per client and/or a per claim incurred pricing model.  Under the per claim model, our client/employers do not incur this cost as an out of pocket cost, but rather apply the cost directly to the insured or self-insured claim.  As a result of moving from our fixed fee per number of employee/enrollees per customer model, beginning in the first quarter 2017 we have discontinued reporting the direct relationship between the number of HCO employee/enrollees and total HCO revenues because that historical relationship has become distorted as a result of the implementation of our new pricing model. This change in our pricing model had no significant impact to our level of HCO revenues during fiscal 2017.
 
During the years ended December 31, 2017 and 2016, HCO revenue was $1,618,323 and $1,427,936, respectively, a 13% increase.  This increase in HCO revenue was primarily attributable to the addition of one major customer during the fourth quarter of 2016 and three existing customers having increased levels of claim activities during fiscal 2017 when compared to 2016. The increase was partially offset by the loss of one customer in the first quarter of 2016 and reduction of claim activities realized from two other customers.
 
MPN fees
 
Changes to the MPN regulations in August 2014 eliminated the notice requirements to employees covered under an MPN program.  This change eliminated the need for our MPN clients to submit employee rosters for MPN notice mailings.  As a result, over the past several years, many of our MPN client/employers have stopped sending us employee rosters which we have historically used to determine employee/enrollee headcount information.  Enough of our MPN client/employers have stopped submitting to us such information that we can no longer accurately track the overall number of MPN participants.  Therefore, beginning in the first quarter 2017, we ceased tracking the overall number of MPN participants of all client/employers in our MPN program.
 
MPN revenue for 2017 was $564,094 compared to $578,646 for 2016, a decrease of 3%, resulting mainly from the termination of three customers during the second half of fiscal 2017.  Our MPN clients may elect to be billed MPN fees either on a monthly flat fee basis or on the number of claims processed basis.
 
UR fees
 
During the year ended December 31, 2017, utilization review revenue increased $247,160 to $1,022,770. The increase was primarily attributable to adding new clients in the third and fourth quarters of fiscal 2016. Utilization review can provide a safeguard against unnecessary and inappropriate medical treatment from the perspective of medical necessity, quality of care, appropriateness of decision-making, etc.  Through our skilled staff and automated review system, we can deliver utilization review services that cut overhead costs for the self-insured clients, insurance companies and the public entities we service. 

MBR fees

During the twelve months ended December 31, 2017, revenue from medical bill review decreased by $32,749 to $592,743 when compared the same period a year earlier.  This decrease was mainly caused by processing fewer hospital bills from existing customers.  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.  These services can result in significant network savings. 

NCM fees

During the twelve-month periods ended December 31, 2017 and 2016, revenue from nurse case management revenue was $2,355,322 and $1,735,772, respectively. The increase in nurse case management revenue of $619,550 was primarily the result of adding new customers during the third and fourth quarters of 2016 and increases in revenues from existing customers. 


Other

Other fees consist of revenue derived from network access and claims repricing, lien representation, legal support services, Medicare set aside, and worker’s compensation carve-outs services.  Other fee revenue for the year ended December 31, 2017 decreased $191,965 to $352,275 when compared to the same period a year earlier.  The decrease of $191,965 was the result of decreases in revenues from network access and claims repricing of $233,783, legal support services of $7,046, lien representation services of $6,966 and worker’s compensation carve-outs services of $15,470, partially offset by increases in Medicare set aside revenues of $71,300. The decrease in network access and claims repricing revenues was primarily the result of the loss of a significant PPO network customer during the fourth quarter of 2016.

Expenses

Total expenses for the years ended December 31, 2017 and 2016, were $4,818,213 and $4,718,368, respectively.  The increase of $99,845 was the result of increases in bad debt, consulting fees, professional fees and outsource service fees.  These increases were partially offset by decreases in depreciation, salaries and wages, insurance, data maintenance expense and general and administration expenses.

Depreciation Expenses

During the twelve-month period ended December 31, 2017, we recorded depreciation expense of $75,729 compared to $84,700 during the comparable 2016 period.  The decrease in depreciation was primarily attributable to certain furniture, fixtures and computer equipment being fully depreciated during 2017.

Bad Debt

During the years ended December 31, 2017 and 2016, we recorded bad debt provisions of $30,500 and $13,500, respectively, to cover potential uncollectible receivables from various customers.  At December 31, 2017 and 2016, our allowances for bad debt balances were $60,150 and $64,150, respectively. The accrual for bad debt provision was higher in 2017, compared to 2016, primarily due to one major customer having uncollectable accounts receivables.

Consulting Fees

During the year ended December 31, 2017, consulting fees increased approximately 4%, $354,535 from $340,653 during 2016.  This increase of $13,882 was primarily the result of MMM hiring a consultant in August, 2017, who was converted to an employee in November, 2017.

Salaries and Wages

During the twelve months ended December 31, 2017, salaries and wages decreased by approximately 1%.  This decrease was primarily the result of lower levels of commission and deferred compensation expense, partially offset by additional staffing in nurse case management. As of December 31, 2017, and 2016, the Company employed 34 full-time employees and one part-time employee, and 37 full-time employees and one part-time employee, respectively.

Professional Fees

For the year ended December 31, 2017, we incurred professional fees of $352,625 compared to $328,943 during the same period in 2016. The 7% increase was primarily the result of increased fees paid to our medical director and higher fees for field case management services, partially offset by lower legal fees and other consulting fees.

Insurance

During 2017, we incurred insurance expenses of $328,276, a decrease of $10,959 when compared to 2016. We expect insurance fees to moderately increase starting in May of 2018.
 

Outsource Service Fees

 Outsource service fees consist of costs incurred by our subsidiaries in outsourcing utilization review, medical bill review and nurse case management services, and typically tends to increase and decrease in correspondence with increases and decreases in demand for those services.  We incurred $543,143 and $402,894 in outsource service fees during the twelve-month periods ended December 2017 and 2016, respectively.  The increase of $140,249 was primarily the result of increases in outsource services required for utilization review, Medicare set aside fees and field case management fees.  We anticipate our outsource service fees will continue to move in correspondence with the level of utilization review, medical bill review and certain nurse case management services we provide in the future.  

Data Maintenance

 During the year ended December 31, 2017 and 2016, we incurred data maintenance fees of $180,420, and $230,619, respectively.  The decrease of $50,199 was primarily the result of recording notification fees associated with the addition of a major HCO customer in the first quarter 2016, with a lower level of notification fees recorded for this same customer during the twelve-month period ended December 31, 2017.

General and Administrative

General and administrative expenses increased approximately 1% to $653,253 during the twelve months ended December 31, 2017, when compared to 2016. The decrease in general and administrative expense was primarily attributable to decreases in charitable contributions, auto expense, dues and subscriptions, equipment repair, office supplies, postage, office supplies, postage expense and vacation expense, partially offset by increases in employment agency fees, IT enhancement, license and permits, equipment rent, telephone, office rent and miscellaneous general and administrative expense.  

Income from Operations

As a result of the 14% increase in total revenue during fiscal 2017, which was only partially offset by the 2% increase in total expenses, our income from operations increased 74% during the fiscal year ended December 31, 2017, when compared to the same fiscal period of 2016.

Other Expense

During fiscal 2017 and 2016, we realized zero other expense.

Income Tax Provision

Because we realized income from operations of $1,687,314 during the year ended December 31, 2017, compared to $969,328 during the year ended December 31, 2016, we realized a $320,329 or 80% increase in our income tax provision.
 
Net Income

During the year ended December 31, 2017, total revenues of $6,505,527 were higher by $817,831 when compared to the same period 2016.  This increase in total revenues was partially offset by increases in total expenses of $99,845, resulting in income from operations of $1,687,314, compared to income from operations of $969,328 during 2016.  We realized net income of $964,405 in 2017, compared to net income of $566,748 during 2016.  As discussed in this Annual Report on Form 10-K, the increases in revenues during fiscal 2017, primarily from two significant customers partially offset by decrease in revenue from one significant customers and the loss of a customer resulted in the net increase of revenues of 14%.

Liquidity and Capital Resources

We realized net income and an increase in cash during fiscal 2017.  As of December 31, 2017, we had cash on hand of $5,815,071 compared to $5,005,617 at December 31, 2016.  The $809,454 increase in cash on hand was primarily the result of net cash provided by our operating activities partially offset by cash used in investing activities.  Net cash provided by our operating activities was the result of realizing net income coupled with increase in the allowance for depreciation and amortization, accrued expenses, income tax payable and deferred rent, offset by increases in our account receivables and deferred tax assets and decreases in our bad debt provision and unearned revenues.  We used $16,666 in investing activities for purchases of computers, furniture and equipment.  Barring a significant downturn in the economy or the loss of major customers, we believe that cash on hand and anticipated revenues from operations will be sufficient to cover our operating expenses over the next twelve months.


We currently have planned certain capital expenditures during 2017, to expand our IT capabilities.  We believe we have adequate capital on hand to cover these expenditures and do not anticipate this will require us to seek outside sources of funding.  

We continue to investigate potential opportunities to expand our business either through the creation of new business lines or the acquisition of existing businesses.  We are also looking to expand our business into the insurance industry during 2018, but have not identified any suitable candidates or opportunity at the current time.  We anticipate an expansion or acquisition of this sort may 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.
 
To increase public awareness of our business and the benefits we provide our employer/clients, we plan to engage a public relation firm during the second or third quarter of 2018.

Cash Flow
 
During the year ended December 31, 2017, cash was primarily used to fund operations.  We had net increases in cash of $809,454 and $1,170,693 during the years ended December 31, 2017 and 2016, respectively.  See below for additional, discussion and analysis of cash flow.

 
 
December 31, 2017
   
December 31, 2016
 
 
           
Net cash provided by operating activities
 
$
826,120
   
$
1,206,240
 
Net cash (used in) investing activities
   
(16,666
)
   
(42,485
)
Net cash provided by financing activities
   
-
     
6,938
 
Net increase in cash
 
$
809,454
   
$
1,170,693
 
 
Net cash provided by operating activities was $826,120 and $1,206,239, in 2017 and 2016, respectively.  The increase of $826,120 in cash flow from operating activities is the result of realizing net income coupled with increase in depreciation, accrued expenses, income tax payable and deferred rent, offset by increases in our account receivables and deferred tax assets and decreases in our bad debt provision and unearned revenues.

Net cash used in investing activities was $16,666 and $42,485 in 2017 and 2016, respectively.  Net cash used in investing activities was lower by $25,819 in 2017 because of reduced purchases of computers, furniture and equipment.
 
We had no cash provided by financing activities in 2017.  By comparison, in 2016 we used $6,938 in financing activities to pay cash dividends totaling $2,062 and issued 1,000 shares of our Series A preferred stock for $9,000.  No Series A preferred stock was issued in 2017. 

Summary of Material Contractual Commitments as of December 31, 2017

The following is a summary of our material contractual commitments as of December 31, 2017:
 
 
 
Payments Due By Period
 
   
Total
   
Less than 1 year
   
1-3 years
   
3-5 years
   
More than 5 years
 
Operating Leases:
                             
Operating Leases – Equipment(1)
 
$
51,688
   
$
20,675
   
$
31,013
   
$
-
   
$
-
 
Office Leases(2)
   
1,093,603
     
253,343
     
768,901
     
71,359
     
-
 
Total Operating Leases
 
$
1,145,291
   
$
274,018
   
$
799,914
   
$
71,359
   
$
-
 
 
(1)
In April 2017, we entered a 39-month operating lease for an office copy machine with monthly payments of $1,723. 
(2)
In July 2015, we entered a 79-month lease to lease approximately 9,439 square feet of office space that commenced in September 2015.  This office space serves as our principal executive offices, as well as, the principal offices of our operating subsidiaries.

Off-Balance Sheet Financing Arrangements

As of December 31, 2017, we had no off-balance sheet financing arrangements.
 
Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect both the recorded values of assets and liabilities at the date of the financial statements and the revenues recognized and expenses incurred during the reporting period.  Our estimates and assumptions affect our recognition of deferred expenses, bad debts, income taxes, the carrying value of our long-lived assets and our provision for certain contingencies.  These estimates require management to make difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. We evaluate the reasonableness of these estimates and assumptions continually based on a combination of historical information and other information that comes to our attention that may vary our outlook for the future.  Actual results may differ from these estimates under different assumptions.
 
The following is not intended to be a comprehensive list of our accounting policies.  Management suggests that Note 2 – Significant Accounting Policies of the Consolidated Financial Statements included in this Annual Report on Form 10-K, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding critical accounting policies. We believe the critical accounting policies that most impact our Consolidated Financial Statements are described below.

Basis of Accounting — We used the accrual method of accounting in accordance with accounting principles generally accepted in the United States for the period ended December 31, 2017.
 
Revenue Recognition — In general, we recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured.  Revenues are generated as services are provided to the customer based on the sales price agreed and collected.  We recognize revenue as the time is worked or as units of production are completed, which is when the revenue is earned and realized.  Labor costs are recognized as the costs are incurred.  We derive our revenue from the sale of managed care services, review services and case management services.  These services are billed individually as separate components to our customers.  

These fees include monthly administration fees, claim network fees, flat rate fees or hourly fees depending on the agreement with the client.  Such revenue is recognized at the end of each month for which services are performed.

Management reviews each agreement in accordance with the provision of revenue recognition topic ASC 605.  Arrangements entered into pursuant to such agreements can consist of bundled managed care which include various units of accounting such as network solutions and patient management which includes managed care. Such elements are considered separate units of accounting due to each element having value to the customer on a stand-alone basis and are billed separately.  The selling price for each unit of accounting is determined using the contract price.  When our customers purchase several products the pricing of the products sold is generally the same as if the products were sold on an individual basis.  Revenue is recognized as the work is performed in accordance with our customer contracts.  Based upon the nature of our products, bundled managed care elements are generally delivered in the same accounting period.  We recognize revenue for patient management services ratably over the life of the customer contract.  We estimate, based upon prior experience in managed care, the deferral amount from when the customers claim is received to when the customer contract expires.  Advance payments from subscribers and billings made in advance are recorded on the balance sheet as deferred revenue. 


Accounts Receivables and Bad Debt Allowance – In the normal course of business we extend credit to our customers on a short-term basis.  Although the credit risk associated with these customers is minimal, we routinely review our accounts receivable balances and makes provisions for doubtful accounts.  We age our receivables by date of invoice.  Management reviews bad debt reserves quarterly and reserves specific accounts as warranted or sets up a general reserve based on amounts over 90 days past due.  When an account is deemed uncollectible, we charge off the receivable against the bad debt reserve.  A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past-due balances, including any billing disputes.  In order to assess the collectability of these receivables, we perform ongoing credit evaluations of our customers’ financial condition.  Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy.  The allowance for doubtful accounts is based on the best information available to us and is reevaluated and adjusted as additional information is received.  We evaluate the allowance based on historical write-off experience, the size of the individual customer balances, past-due amounts and the overall national economy.  At fiscal year ended 2017 and 2016, our bad debt reserve of $60,150 and $64,150, respectively as a general reserve for certain balances over 90 days past due and for accounts that are potentially uncollectible.

The percentages of the amounts due from major customers to total accounts receivable as of December 31, 2017 and 2016, are as follows:
 
 
 
 
12/31/17
 
 
12/31/16
 
Customer A
 
 
2
%
 
 
14
%
Customer B
 
 
13
%
 
 
7
%
Customer C
 
 
5
%
 
 
14
%
Customer D
 
 
35
%
 
 
7
%

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

This information is not required for smaller reporting companies. 



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Douglas W. Child, CPA
Cameron J. Pribble, CPA
Ryan L. Steuart, CPA
Natalie J. Murphy, CPA
PINNACLE
ACCOUNTANCY GROUP OF UTAH
a dba of
Heaton & Company, PLLC
Certified Public Accounts
Kristofer Heaton, CPA
Cory J. Hunter, CPA
Jared N. Stevens, MTax
Conrad M. Smith, MBA
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Pacific Health Care Organization, Inc.
Newport Beach, CA

Opinion on the Financial Statements
 
We have audited the accompanying balance sheet of Pacific Health Care Organization, Inc. (the Company) as of December 31, 2017, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
 
/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since January 2018.

Pinnacle Accountancy Group of Utah
Farmington, Utah
April 2, 2018
 
Farmington Office:
1438 North Highway 89, Ste. 120
Farmington, UT 84025
(801) 447-9572
Ogden Office:
3590 Harrison Blvd. Ste. GL-2
Ogden, UT 84403
(801) 399-1183
 
 
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
515 SOUTH 400 EAST, SUITE 100
SALT LAKE CITY, UTAH  84111 

(801) 328-2727     FAX (801) 328-1123 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors and Stockholders
Pacific Health Care Organization, Inc.
Newport Beach, CA
 
We have audited the accompanying consolidated balance sheet of Pacific Health Care Organization, Inc. as of December 31, 2016 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pacific Health Care Organization, Inc. as of December 31, 2016 and the consolidated results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.


/s/ Pritchett, Siler & Hardy, P.C.

Pritchett, Siler & Hardy, P.C.
Salt Lake City, Utah
March 30, 2017
 
Pacific Health Care Organization, Inc.
 Consolidated Balance Sheets
 
ASSETS
 
 
 
December 31,
   
December 31,
 
 
 
2017
   
2016
 
Current Assets
           
Cash
 
$
5,815,071
   
$
5,005,617
 
Accounts receivable, net of allowance of $60,150 and $64,150
   
1,041,242
     
849,648
 
Deferred tax assets
   
43,670
     
11,661
 
Prepaid expenses
   
166,782
     
136,862
 
    Total current assets
   
7,066,765
     
6,003,788
 
 
               
Property and Equipment, net
               
Computer equipment
   
363,627
     
349,955
 
Furniture and fixtures
   
209,779
     
206,785
 
Office equipment
   
15,595
     
15,595
 
 Total property and equipment
   
589,001
     
572,335
 
  Less: accumulated depreciation and amortization
   
(422,024
)
   
(346,295
)
Net property and equipment
   
166,977
     
226,040
 
Other assets
   
26,788
     
26,788
 
   Total assets
 
$
7,260,530
   
$
6,256,616
 
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
   
Current Liabilities
 
Accounts payable
 
$
71,138
   
$
101,294
 
Accrued expenses
   
255,205
     
253,367
 
Income tax payable
   
81,715
     
31,226
 
Dividends payable
   
56,923
     
56,923
 
Unearned revenue
   
38,357
     
38,748
 
Deferred rent expense
   
35,214
     
17,485
 
    Total current liabilities
   
538,552
     
499,043
 
 
               
Total Liabilities
   
538,552
     
499,043
 
 
               
Commitments and Contingencies
   
-
     
-
 
 
               
Shareholder’s Equity
               
Preferred stock; 5,000,000 shares authorized at $0.001 par value of which 10,000 shares
designated as Series A preferred and 1,000 shares issued and outstanding at December 31, 2017
and 2016.
   
1
     
1
 
Common stock, $0.001 par value, 50,000,000 shares authorized,
800,000 shares issued and outstanding.
   
800
     
800
 
Additional paid-in capital
   
1,239,751
     
428,072
 
Deferred stock compensation
   
(811,679
)
   
-
 
 Retained earnings
   
6,293,105
     
5,328,700
 
    Total stockholders’ equity
   
6,721,978
     
5,757,573
 
 
               
     Total liabilities and stockholders’ equity
 
$
7,260,530
   
$
6,256,616
 
 
The accompanying notes are an integral part of these consolidated financial statements.

Pacific Health Care Organization, Inc.
Consolidated Statement of Operations

 
 
Years Ended
 
 
 
December 31,
   
December 31,
 
 
 
2017
   
2016
 
Revenues
           
HCO fees
 
$
1,618,323
   
$
1,427,936
 
MPN fees
   
564,094
     
578,646
 
UR fees
   
1,022,770
     
775,610
 
MBR fees
   
592,743
     
625,492
 
NCM fees
   
2,355,322
     
1,735,772
 
Other
   
352,275
     
544,240
 
Total revenues
   
6,505,527
     
5,687,696
 
 
               
Expenses
               
Depreciation
   
75,729
     
84,700
 
Bad debt provision
   
30,500
     
13,500
 
Consulting fees
   
354,535
     
340,653
 
Salaries and wages
   
2,299,698
     
2,316,571
 
Professional fees
   
352,625
     
328,943
 
Insurance
   
328,276
     
339,235
 
Outsource service fees
   
543,143
     
402,894
 
Data maintenance
   
180,420
     
230,619
 
General and administrative
   
653,287
     
661,253
 
 
               
Total expenses
   
4,818,213
     
4,718,368
 
 
               
Income from operations
   
1,687,314
     
969,328
 
 
               
Other expense
               
Interest expense
   
-
     
-
 
Total other expense
   
-
     
-
 
Income before income tax provision 
   
1,687,314
     
969,328
 
 
               
Income tax provision 
   
722,909
     
402,580
 
 
               
Net income 
 
$
964,405
   
$
566,748
 
 
               
Basic earnings per share: 
               
Earnings per share amount
 
$
1.21
   
$
0.71
 
Basic common shares outstanding
   
800,000
     
800,000
 
                 
Fully diluted earnings per share:
               
Earnings per share amount
 
$
1.09
   
$
0.71
 
Fully diluted common shares outstanding
   
886,000
     
801,000
 

The accompanying notes are an integral part of these consolidated financial statements.
 
Pacific Health Care Organization, Inc.
Consolidated Statements of Stockholders’ Equity
For the Years Ended December 31, 2017 and 2016

 
 
Preferred Stock
   
Common Stock
   
Treasury Stock
   
Deferred
Stock
Compensation
   
Paid
in
Capital
     
Retained
Earnings
   
Total
Shareholders’
Equity
 
 
 
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
                 
Balance January 1, 2016
   
-
   
$
-
     
800,000
   
$
800
     
8,269
   
$
(254,057
)
 
$
(49,499
)
 
$
673,130
   
$
4,761,952
   
$
5,132,326
 
 
                                                                               
Net income for the year ended December 31, 2016
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
566,748
     
566,748
 
 
                                                                               
Rescission of treasury stock
   
-
     
-
     
-
     
-
     
(8,269
)
   
254,057
     
-
     
(254,057
)
   
-
     
-
 
                                                                                 
Previous year’s adjustment to common stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                                                 
Vested employee stock grants
   
-
     
-
     
-
     
-
     
-
     
-
     
49,499
     
-
     
-
     
49,499
 
 
                                                                               
Issuance of Series A preferred stock
   
1,000
     
1
     
-
     
-
     
-
     
-
     
-
     
8,999
     
-
     
9,000
 
 
                                                                               
Balance December 31, 2016
   
1,000
   
$
1
     
800,000
   
$
800
     
-
     
-
   
$
-
   
$
428,072
   
$
5,328,700
   
$
5,757,573
 
 
                                                                               
Options granted at fair value
   
-
     
-
     
-
     
-
     
-
     
-
     
(811,679
)
   
811,679
      -       -  
                                                                                 
Net income for the year ended December 31, 2017
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
964,405
     
964,405
 
 
                                                                               
Balance December 31, 2017
   
1,000
   
$
1
     
800,000
   
$
800
     
-
   
$
-
   
$
(811,679
)
 
$
1,239,751
   
$
6,293,105
   
$
6,721,978
 

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

Pacific Health Care Organization, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2017 and 2016
 
 
 
2017
   
2016
 
Cash Flows from Operating Activities
           
Net income
 
$
964,405
   
$
566,748
 
Adjustments to reconcile net income to net cash:
               
Depreciation
   
75,729
     
84,700
 
Changes in operating assets and liabilities:
               
(Decrease) increase in bad debt provision
   
(4,000
)
   
9,150
 
(Increase) decrease in accounts receivable
   
(187,594
)
   
181,559
 
(Increase) decrease in deferred tax asset
   
(32,009
)
   
23,635
 
 Decrease in prepaid income tax
   
-
     
245,419
 
 (Increase) in other assets
   
-
     
-
 
 (Increase) in prepaid expenses
   
(29,920
)
   
(70,662
)
 (Decrease) increase in accounts payable
   
(30,156
)
   
37,729
 
 Increase in accrued expenses
   
1,838
     
41,223
 
 Increase in income tax payable
   
50,489
     
31,226
 
 Increase in deferred rent expense
   
17,729
     
10,594
 
 (Decrease) in unearned revenue
   
(391
)
   
(4,580
)
 Decrease in deferred compensation
   
-
     
49,499
 
Net cash provided by operating activities
   
826,120
     
1,206,240
 
 
               
Cash Flows from Investing Activities
               
Purchase of furniture and equipment
   
(16,666
)
   
(42,485
)
Net cash used by investing activities
   
(16,666
)
   
(42,485
)
 
               
Cash Flows from Financing Activities
               
Issuance of Series A preferred stock
   
-
     
9,000
 
Issuance of cash dividends
   
-
     
(2,062
)
Net cash provided by financing activities
   
-
     
6,938
 
 
               
Increase in cash
   
809,454
     
1,170,693
 
 
               
Cash at beginning of period
   
5,005,617
     
3,834,924
 
Cash at end of period
 
$
5,815,071
   
$
5,005,617
 
 
               
Supplemental Cash Flow Information
               
Cash paid for:
               
 Interest
 
$
-
   
$
-
 
 Income taxes paid
 
$
$704,429
   
$
102,300
 
 
The accompanying notes are an integral part of these consolidated financial statements.
Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
NOTE 1 – CORPORATE HISTORY

Pacific Health Care Organization, Inc. (the “Company”) is a specialty workers’ compensation managed care company providing a range of services principally to California employers and claims administrators.  The Company was incorporated under the laws of the state of Utah in April 1970, under the name Clear Air, Inc.  The Company changed its name to Pacific Health Care Organization, Inc., in January 2001.  In February 2001, the Company acquired Medex Healthcare, Inc. (“Medex”), a California corporation organized in March 1994, in a share for share exchange.  Medex is a wholly-owned subsidiary of the Company. 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, as a wholly-owned subsidiary of PHCO.  IRC oversees and manages the Company’s Workers’ Compensation Carve-Outs services. In June 2010, the Company 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 February 2012, we incorporated Medex Medical Management, Inc., (“MMM”) in the state of Nevada, as a wholly owned subsidiary of the Company.  MMM is responsible for overseeing and managing nurse case management services. In March 2011, we incorporated Medex Managed Care, Inc. (“MMC”) in the state of Nevada, as a wholly owned subsidiary of the Company.  MMC oversees and manages the Company’s utilization review and managed bill review services.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

A.   Basis of Accounting
 
The Company used the accrual method of accounting in accordance with accounting principles generally accepted in the United States for the periods ended December 31, 2017 and 2016.

B.    Revenue Recognition
 
In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured.  Revenues are generated as services are provided to the customer based on the sales price agreed and collected. The Company recognizes revenue as the time is worked or as units of production are completed, which is when the revenue is earned and realized.  Labor costs are recognized as the costs are incurred.  The Company derives its revenue from the sale of managed care services, review services and case management services.  These services are billed individually as separate components to our customers.
 
These fees include monthly administration fees, claim network fees, legal support fees, Medicare set aside fees, lien service fees, workers’ compensation carve-outs, flat rate fees or hourly fees depending on the agreement with the client.  Such revenue is recognized at the end of each month for which services are performed.

Management reviews each agreement in accordance with the provisions of revenue recognition topic ASC 605. Such agreements may consist of bundled managed care which included various units of accounting such as network solutions and patient management which includes managed care. Such elements are considered separate units of accounting due to each element having value to the customer on a stand-alone basis and are billed separately.  The selling price for each unit of accounting is determined using the contract price.  When the Company’s customers purchase several products the pricing of the products sold is generally the same as if the products were sold on an individual basis.  Revenue is recognized as the work is performed in accordance with the Company’s customer contracts.  Based upon the nature of the Company’s products, bundled managed care elements are generally delivered in the same accounting period.  The Company recognizes revenue for patient management services ratably over the life of the customer contract.  Based upon its prior experience in managed care, the Company estimates the deferral amount from when the customer’s claim is received to when the customer contract expires.   Advance payments from subscribers and billings made in advance are recorded on the balance sheet as deferred revenue. 

C.    Cash Equivalents

The Company considers all short term, highly liquid investments that are readily convertible, within three months, to known amounts as cash equivalents.  As of the date of these consolidated financial statements, the Company has no cash equivalents.
Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016

D.    Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents.  The Company places its cash and cash equivalents at well-known, quality financial institutions.  At times, such cash and investments may be in excess of the FDIC insurance limit.

E.    Earnings (Per Share of Common Stock)

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements.

 
 
For the Years Ended December 31,
 
 
 
2017
   
2016
 
Basic Earnings per share:
           
   Income (numerator)
 
$
964,405
   
$
566,748
 
   Shares (denominator)
   
800,000
     
800,000
 
   Per share amount
 
$
1.21
   
$
0.71
 
Fully Diluted Earnings per share:
               
   Income (numerator)
 
$
964,405
   
$
566,748
 
   Shares (denominator)
   
886,000
     
801,000
 
   Per share amount
 
$
1.09
   
$
0.71
 
   
F.    Depreciation
 
The cost of property and equipment is depreciated over the estimated useful lives of the related assets.  The cost of leasehold improvements is depreciated over the lesser of the length of the lease of the related assets or the estimated lives of the assets.  Depreciation is computed on the straight-line method which is five years for computer equipment, office equipment, and furniture and fixtures, respectively.

G.    Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.  Significant estimates include the values assigned to the allowance for doubtful accounts and accruals for income taxes.

 H.    Principles of Consolidation

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

I.     Fair Value of Financial Instruments

The Company applies ASC 820, “Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
 
Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016

The carrying amounts reported in the balance sheets for cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

J.     General and Administrative Expenses

General and administrative expenses include fees for office space and supplies, dues and subscriptions, IT and internet expenses, postage and delivery expenses, rent equipment, equipment repairs, license and permits, telephone, compensated absences, miscellaneous expense, auto expense, travel expenses and entertainment costs.

K.    Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are provided based on the difference between the financial statements and tax basis of assets and liabilities measured by the currently enacted tax rates in effect for the years in which these differences are expected to reverse.  Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities.
 
L.    Capital Structure

The Company has two classes of stock. The Articles of Incorporation of the Company, as amended, authorize 5,000,000 shares of $0.001 par value preferred stock, which may be issued in one or more series, with designation, rights and privileges of such preferred stock to be set by the board of directors of the Company from time to time.  On November 21, 2016, the board of directors of the Company approved a Certificate of Designation of Rights, Privileges and Preferences of Series A preferred stock and authorized the Company’s officers to file such with the Utah Division of Corporations and Commercial Code to create the Series A preferred stock.  The Series A preferred stock has a par value of $0.001 and consists of 10,000 shares.  The holders of Series A preferred stock are entitled to vote with the common stock holders on all matters brought for approval of the common stock holders.  In connection with any such matter, each outstanding share of Series A preferred stock is entitled to 20,000 votes of common stock of the Company.  In the event of a liquidation, dissolution or winding up of the Company, the Series A preferred stock shall rank in parity with the Company’s common stock.  Holders of Series A preferred stock are entitled to receive dividends, when, as and if declared by the board of directors.  The Series A preferred stock shall rank in parity with the Company’s common stock as to any dividends.  As of December 31, 2017, and 2016, 1,000 shares of the Series A preferred stock were outstanding.

The Company also has voting common stock of 50,000,000 shares authorized at December 31, 2017 and 2016, 800,000 shares issued and outstanding and 800,000 shares issued and 800,000 outstanding net of treasury shares, respectively. The Company purchased no shares of treasury stock at cost during fiscal 2017 and 2016, respectively. During 2016, the Company retired 8,269 shares of treasury stock.  As of December 31, 2017, and 2016, the Company paid dividends of $0 and $2,062, respectively.  As of December 31, 2017, and 2016, the Company accrued and recorded dividend payables on the balance sheet of $56,923 and $56,923, respectively.  No dividends were paid prior to 2015.

Treasury stock is accounted for by the cost method, whereby shares of common stock reacquired are recorded at their purchase price.  When treasury stock is re-issued at a higher price than its cost, the difference is recorded as a component of additional paid-in capital to the extent that there are gains to offset the losses.  If there are no treasury stock gains in additional paid-in capital, the losses are recorded as a component of accumulated deficit.

M.   Share Based Compensation

The Company has adopted the fair value method of accounting for stock-based employee compensation in accordance with statement of ASC Topic 718, “Compensation – Stock Compensation” which requires that equity-based payments (to the extent they are compensatory) be recognized in its consolidated statements of operations based on their fair value.

The Company calculates share-based compensation using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model, which requires the input of subjective assumptions including the expected stock price volatility.  For the years ended December 31, 2017 and 2016, the Company recorded $0 and $49,499, respectively, in share-based employee compensation.  This compensation cost is included in the salaries and wages expense in the accompanying consolidated statements of operations.

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
N.    Trade Receivables

In the normal course of business, the Company extends credit to its customers on a short-term basis.  Although the credit risk associated with these customers is minimal, the Company routinely reviews its accounts receivable balances and makes provisions for doubtful accounts.  The Company ages its receivables by date of invoice.  Management reviews bad debt reserves quarterly and reserves specific accounts as warranted or sets up a general reserve based on amounts over 90 days past due.  When an account is deemed uncollectible, the Company charges off the receivable against the bad debt reserve. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past-due balances, including any billing disputes. In order to assess the collectability of these receivables, the Company performs ongoing credit evaluations of its customers’ financial condition.

Through these evaluations, the Company may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. The allowance for doubtful accounts is based on the best information available to the Company and is reevaluated and adjusted as additional information is received. The Company evaluates the allowance based on historical write-off experience, the size of the individual customer balances, past-due amounts and the overall national economy. At fiscal year-end 2017 and 2016, the Company’s bad debt reserve of $60,150 and $64,150, respectively as a general reserve for certain balances over 90 days past due and for accounts that are potentially uncollectible.

The percentages of the amounts due from major customers to total accounts receivable as of December 31, 2017 and 2016, are as follows:
 
 
 
12/31/17
 
 
12/31/16
 
Customer A
 
 
2
%
 
 
14
%
Customer B
 
 
13
%
 
 
7
%
Customer C
 
 
5
%
 
 
14
%
Customer D
 
 
35
%
 
 
7
%

O.    Significant Customers

The Company provides services to insurers, third party administrators, self-administered employers, municipalities and other industries.  The Company can provide a full range of services to virtually any size employer in the state of California.  The Company is also able to provide UR, MBR and NCM services both inside and outside the state of California.   
 
P.    Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.  Such reclassifications have had no effect on the financial position, operations or cash flows for the period ended December 31, 2017.
 
Q.    Subsequent Events
 
In accordance with ASC 855-10 Company management reviewed all material events through the date of issuance and there are no material subsequent events to report.

NOTE 3 – RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016- 12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.

In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted.  The Company has completed its assessment of the impact of the new revenue standard on its financial position and believes the new standard will not have a material impact.  ASU 2014-09 provides presentation and disclosure requirements which are more detailed than under current GAAP.

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) intended to improve financial reporting around leasing transactions. The ASU will require organizations that lease assets - referred to as “lessees”- to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. For public companies, the standard is effective for fiscal years beginning after December 15, 2018 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company is currently evaluating the potential impact that the adoption of ASU No. 2016-02 may have on its financial statements.

In August 2016, ASC guidance was issued to amend the classification of certain cash receipts and cash payments in the statement of cash flows.  The new guidance is effective for the Company’s fiscal year and interim periods beginning after December 15, 2017.  Early adoption is permitted, including adoption in an interim period.  If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.  An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating this guidance and the impact on its financial statements.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

NOTE 4 – FIXED ASSETS

The Company capitalizes the purchase of equipment and fixtures for major purchases more than $1,000 per item.  Capitalized amounts are depreciated over the useful life of the assets using the straight-line method of depreciation which is five years for computer equipment, office equipment, and furniture and fixtures. Scheduled below are the assets, costs and accumulated depreciation at December 31, 2017 and 2016.

 
 
Cost
   
Accumulated Depreciation
and Amortization
 
Assets
 
December 31, 2017
   
December 31, 2016
   
December 31, 2017(1)
   
December 31, 2016
 
Computer equipment
 
$
363,627
   
$
349,955
   
$
274,746
   
$
224,143
 
Furniture and fixtures
   
209,779
     
206,785
     
132,816
     
107,838
 
Office equipment
   
15,595
     
15,595
     
14,462
     
14,314
 
   Totals
 
$
589,001
   
$
572,335
   
$
422,024
   
$
346,295
 

(1)
Depreciation and amortization expense for the years ended December 31, 2017 and 2016, totaled $75,729 and $84,700, respectively.

NOTE 5 – INCOME TAXES

The Company accounts for corporate income taxes in accordance with FASB ASC 740-10 “Income Taxes.” FASB ASC 740-10 requires an asset and liability approach for financial accounting and reporting for income tax purposes.

The tax provision for the years ended December 31, 2017 and 2016, consisted of the following:
 
 
 
2017
   
2016
 
Current
           
   Federal
 
$
609,505
   
$
286,985
 
   State
   
145,414
     
91,960
 
Deferred
               
   Federal
   
(23,998
)
   
29,776
 
   State
   
(8,012
)
   
(6,141
)
    Total tax provision
 
$
722,909
   
$
402,580
 
 
Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  The Company’s total deferred tax liabilities, deferred tax assets, and deferred tax asset valuation allowances at December 31, 2017 and December 31, 2016, are as follows:
 
 
 
2017
   
2016
 
 
           
Depreciation
           
   Federal
 
$
(31,665
)
 
$
(69,125
)
   State
   
(14,628
)
   
(19,779
)
Reserve for bad debts
               
   Federal
   
9,992
     
18,303
 
   State
   
4,616
     
5,263
 
State tax deductions
   
30,050
     
28,416
 
Compensated absences accrual
               
   Federal
   
30,989
     
37,775
 
   State
   
14,316
     
10,808
 
 
               
    Net deferred tax asset
 
$
43,670
   
$
11,661
 
 
The reconciliation of income tax computed at statutory rates of income tax benefits is as follows: 
 
 
 
2017
   
2016
 
 
           
Expense at federal statutory rate of 34%
 
$
573,687
   
$
329,572
 
State tax effects
   
108,585
     
56,447
 
Non-deductible expenses
   
12,795
     
11,528
 
Effects of rate change
   
24,194
     
0
 
Other items
   
3,648
     
5,033
 
Income tax provision
 
$
722,909
   
$
402,580
 

The substantial reduction in our future effective federal tax rate was primarily a result of recently signed into law Tax Cuts and Jobs Act (the “New Tax Law”), which will reduce our statutory tax rate from 34.0% to 21.0%. This decrease in future tax rate resulted in our recognition of $24,194 in deferred tax expense due to the revaluation of our DTA.
The Financial Accounting Standards Board (FASB) has issued ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).”  ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740-10. 
 
The Company follows the interpretations of the FASB, which establishes a single model to address accounting for uncertain tax positions.  The interpretations clarify the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements and also provide guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016

The Company takes a two-step approach to recognizing and measuring uncertain tax positions.  The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes.  The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon effective settlement.  The Company re-evaluates its income tax positions on a quarterly basis to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity.  Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision.  Interest and penalties on unrecognized tax benefits are classified as income tax expense.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  As of December 31, 2017, the Company had no accrued interest or penalties. The years 2015, 2016 and 2017 are still open for examination by the Internal Revenue Service.

NOTE 6 – CONTRACTUAL COMMITMENTS

In April 2017, we entered a 39-month operating lease for an office copy machine with monthly payments at $1,723. 

In July 2015, the Company entered a new 79-month office lease that commenced on September 28, 2015.  The lease provides for approximately 9,439 square feet of office space.  This office space serves as the principal executive offices of the Company, as well as, the principal offices of the Company’s operating subsidiaries, Medex, IRC, MLS, MMM and MMC.

Following is the base annual rent payment schedule for the Company’s office lease:

Rent Period
 
Annual Rent Payment
 
Jan. 1 to Dec. 31, 2018
   
253,343
 
Jan. 1 to Dec. 31, 2019
   
240,411
 
Jan. 1 to Dec. 31, 2020
   
271,466
 
Jan. 1 to Dec. 31, 2021
   
257,024
 
Jan. 1 to Mar. 31, 2022
   
71,359
 
Total
 
$
1,093,603
 

Rent expense for office space for the years ended December 31, 2017 and December 31, 2016, was $227,627 and $240,492, respectively.

NOTE 7 – ACCRUED AND OTHER LIABILITIES
 
Accrued liabilities consist of the following: 
 
 
 
2017
   
2016
 
 
           
Salaries and wages
 
$
43,262
   
$
45,943
 
Compensated absences
   
157,286
     
131,645
 
Legal fees
   
500
     
2,500
 
Accounting fees
   
36,584
     
38,222
 
Loss on settlement
   
-
     
-
 
Sales commissions
   
17,169
     
34,790
 
Bonus
   
-
     
492
 
Other
   
404
     
(225
)
Total
 
$
255,205
   
$
253,367
 

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
NOTE 8 – EQUITY INCENTIVE AWARDS

2002 Stock Option Plan

The PHCO 2002 Stock Option Plan (the “2002 Plan”) provides for the grant of options to officers, consultants and employees to acquire shares of the Company’s common stock at a purchase price equal to or greater than fair market value as of the date of the grant.   Options are exercisable six months after the grant date and expire five years from the grant date.  The 2002 Plan calls for a total of 50,000 shares to be held for grant.  The 2002 Plan will remain effective until such time as no further awards may be granted and all awards granted under the 2002 Plan are no longer outstanding unless earlier terminated by the Company’s board of directors.
 
2005 Stock Option Plan

The Pacific Health Care Organization, Inc., 2005 Stock Option Plan (the “2005 Plan”) provides for the grant of Company securities, including options, warrants and restricted stock to officers, directors, consultants and employees to acquire shares of the Company’s common stock at a purchase price equal to or greater than fair market value as of the date of the grant.  Options are exercisable six months after the grant date and expire five years from the grant date.  The 2005 Plan permits the granting of up to 50,000 common shares of the Company.  The 2005 Plan will remain effective until such time as no further awards may be granted and all awards granted under the 2005 Plan are no longer outstanding unless earlier terminated by the Company’s board of directors.  Notwithstanding the foregoing, the Company may no longer make awards of “incentive stock options”, as that term is used in Section 422 of the Internal Revenue Code, under the 2005 Plan.

2018 Equity Incentive Plan

As disclosed in the Definitive Information on Schedule 14C (the “Information Statement”) which the Company filed with the Commission on March 6, 2018 and mailed to its shareholders on or before March 14, 2018, on February 8, 2018, the Company’s board of directors approved and adopted the Pacific Health Care Organization, Inc. 2018 Equity Incentive Plan (the “2018 Plan”).  On February 21, Mr. Kubota, the holder of approximately 60.8% of the Company’s issued and outstanding common stock, and 100% of its issued and outstanding Series A preferred stock, which votes together with its common stock as a single class on all matters submitted to a vote of the holders of its common stock delivered a written consent approving and adopting the 2018 Plan.  The Plan provides that it will become effective on the date immediately following the effective date of the forward split of our outstanding common stock.  The forward split is currently scheduled to occur on April 5, 2018.  Barring any delay in the effective date of the forward split, the 2018 Plan will become effective on April 6, 2018.

The 2018 Plan permits the granting of 2,000,000 shares of common stock.  Because the 2018 Plan does not become effective until after the forward split, the forward split will not change the number of shares available for grant under the 2018 Plan.  The 2018 Plan provides for grants of equity incentive compensation to our employees and consultants and such other individuals as we reasonably expect to become employees or consultants.  The 2018 Plan allows for awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, and other equity-based awards.  The Plan will terminate automatically on the tenth anniversary of the date it becomes effective. No awards or grants have been awarded or granted under the 2018 Plan.

Restricted Stock Awards

On December 31, 2015, under the 2005 Plan, the Company made awarded restricted stock grants of 5,928 shares of its common stock to ten employees. The grants vested one year from the date of grant and were subject to forfeiture should the recipient terminate his employment or its consulting agreement with the Company prior to vesting.  The restricted stock grants were valued at $8.35 per share, the closing price of the Company’s common stock on the December 31, 2015, grant date.

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
During the years ended December 31, 2017 and 2016, no restricted stock grants were awarded.  During the year ended December 31, 2017, no restricted stock grants vested, and no compensation expense related to restricted stock awards was recognized.  During the year ended December 31, 2016, 5,928 shares of restricted stock awards vested.  The compensation expense related to these restricted stock awards was $49,499 during the year ended December 31, 2016.  The following table summarizes activity for the Company’s restricted stock grants outstanding during the years ended December 31, 2017 and 2016:
 
 
 
Number of
Shares
   
Weighted Average Grant Date Fair Value per Share
 
Outstanding as of December 31, 2015
   
5,928
   
$
8.35
 
Granted
   
-
     
-
 
Vested
   
5,928
   
$
8.35
 
Award forfeited/canceled
   
-
     
-
 
Outstanding as of December 31, 2016
   
-
     
-
 
Granted
   
-
     
-
 
Vested
   
-
     
-
 
Award forfeited/canceled
   
-
     
-
 
Outstanding as of December 31, 2017
   
-
     
-
 
 
Stock Options

On August 17, 2017, the Company awarded options to purchase 85,000 of Company common stock, including options to 47,250 shares under the 2002 Plan and options to purchase 39,250 shares under the 2005 Plan to Company employees and consultants. The options have an exercise price of $15.00 per share and are exercisable upon vesting for a period of five years from the date of grant.  Vesting of the options is contingent upon continuous employment with the Company or one or more of its subsidiaries until the one-year anniversary of the date of grant, except in the event of death or disability of the option holder.  If the option holder’s employment with the Company terminates by reason of death or disability prior to vesting, his or her options will continue to vest as provided in the option grant agreement.  There is no acceleration of the exercisability provisions of the options in the event of death or disability of the option holder. No securities were awarded under the 2002 Plan or the 2005 Plan during 2016.  The following table summarizes activity for the Company’s stock options outstanding (all of which are non-vested) during the years ended December 31, 2017 and 2016:
 
   
Number of
Shares
   
Weighted Average
Exercise Price per
Share
   
Weighted Average Grant Date Fair Value per Share
 
Outstanding at December 31, 2015
   
-
     
-
     
-
 
Granted
   
-
     
-
     
-
 
Exercised
   
-
     
-
     
-
 
Forfeited
   
-
     
-
     
-
 
Outstanding at December 31, 2016
   
-
     
-
     
-
 
Granted
   
85,000
   
$
15.00
   
$
9.55
 
Exercised
   
-
     
-
     
-
 
Forfeited
   
-
     
-
     
-
 
Outstanding at December 31, 2017
   
85,000
   
$
15.00
   
$
9.55
 
 
Because none of the outstanding options vest until August 2018, no stock-based compensation in connection with the stock options was recorded in the Company’s results of operations in accordance with ASC 718 for the years ended December 31, 2017 and 2016.

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model was calculated using the following assumptions:

   
Year ended December 31, 2017
 
       
Risk-free interest rate
   
1.76
%
Expected dividend yield
   
0.0
%
Expected volatility factor
   
79.58
%
Expected life of option (years)
   
5
 

The weighted-average fair value of stock options granted during the years ended December 31, 2017 and 2016, was $9.55 and $0, respectively.

The unvested fair value of options outstanding at December 31, 2017 and recorded in deferred compensation is $ 811,679.

The following table summarizes information about the Company’ stock options outstanding at December 31, 2017:

Vested or Expected to Vest
   
Options Exercisable
 
Range of
Exercise Price
   
Number of
Options
   
Weighted Average Exercise Price (per Share)
   
Weighted Average Contractual Life (years)
   
Number of Options
   
Weighted Average Exercise Price
(per Share)
 
                                 
$
15.00
     
85,000
   
$
15,00
     
4.63
     
-
    $
-
 

The weighted-average remaining contractual life for options exercisable at December 31, 2017 is 4.63 years.

At December 31, 2017 the Company had an aggregate of 89,822 shares of common stock reserved under the 2002 Plan and the 2005 Plan, including 85,000 shares reserved to cover the exercise of currently outstanding unvested options and 4,822 shares of common stock reserved for granting of additional equity compensation.

The aggregate intrinsic value for fully vested, exercisable options was $0 at both December 31, 2017 and 2016, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2017 and 2016 was $0 for both years as no options were exercised. The actual tax benefit realized from stock option exercises during the years ended December 31, 2017 and 2016 were $0 for both years as no options were exercised in either year.

NOTE 9 – LITIGATION

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  Litigation is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm the Company’s business.  To the knowledge of management, there is no material litigation or governmental agency proceeding pending or threatened against the Company or any of its subsidiaries. Further, the Company is not aware of any material proceeding to which any director, member of senior management or owner of record or beneficially of more than five percent of any class of voting securities of the Company or any of its subsidiaries, or any associate of any of them is a party adverse to or has a material interest adverse to the Company or any of its subsidiaries.

Pacific Health Care Organization, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2017 and 2016
 
NOTE 10 – BENEFITS AND OTHER COMPENSATION

The Company offers a 401(k)-profit sharing plan for employees who meet the eligibility requirements. Pursuant to the plan, we may make discretionary matching contributions and/or discretionary profit sharing contributions to the plan.  All such contributions must comply with federal pension laws, non-discrimination requirements and the terms of the plan.  In determining whether to make a discretionary contribution, the board of directors would evaluate current and prospects and management’s desire to reward and retain employees and attract new employees.  To date, the Company has never made matching contributions and/or discretionary profit sharing contributions to any plan.

 

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an evaluation the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.  Based on the evaluation of our disclosure controls and procedures as of December 31, 2017, the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act.

Our internal control over financial reporting refers to a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K.  This evaluation was based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).  Based on this evaluation under the framework in the Internal Control – Integrated Framework (2013), our management, including our Chief Executive Officer and our Chief Financial Officer concluded that our internal control over financial reporting is effective as of December 31, 2017.  

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Inherent Limitations on Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
ITEM 9B.  OTHER INFORMATION

None.


PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth our executive officers and directors, their ages, and all offices and positions they hold with the Company as of March 16, 2018.  There is no agreement or understanding between the Company or any other person and any director or executive officer pursuant to which he or she was selected as a director or executive officer. 
 
Name
 
Age
 
Positions with the Company
 
Director Since
 
Executive Officer Since
 
 
 
 
 
 
 
 
 
Tom Kubota
 
78
 
Chief Executive Officer, President and Chairman of the Board of Directors
 
Sept. 2000
 
Sept. 2000
 
 
 
 
 
 
 
 
 
Fred Odaka
 
81
 
Chief Financial Officer and Secretary
 
 
 
Aug. 2008
 
 
 
 
 
 
 
 
 
David Wang
 
55
 
Director
 
Nov. 2007
 
 
 
 
 
 
 
 
 
 
 
Stacy Hadley
 
50
 
Director
 
Nov. 2016
 
 
 
 
 
 
 
 
 
 
 
Günter Soraperra
 
58
 
Director
 
Nov. 2016
 
 
 
 
 
 
 
 
 
 
 
Lauren Kubota
 
35
 
Director
 
Feb. 2018
   
                 
Kristina Kubota
 
33
 
Director
 
Feb. 2018
   
 
Tom Kubota.  Since 2000, Mr. Kubota has been primarily engaged in the operations of PHCO and running his consulting firm Nanko Investments, Inc.  Mr. Kubota also has over thirty years of experience in the investment banking, securities and corporate finance field. He held the position of Vice President at Drexel Burnham Lambert; at Stem, Frank, Meyer and Fox; and at Cantor Fitzgerald.  Mr. Kubota is the president of Nanko Investments, Inc., which specializes in capital formation services for high technology and natural resources companies.  He has expertise in counseling emerging public companies and has previously served as a director of both private and public companies.  Mr. Kubota is not currently, nor has he in the past five years been, a nominee or director of any other SEC registrant.   In concluding that Mr. Kubota was an appropriate candidate to serve on the Company’s board of directors, the board considered his experience as the Company’s president and chief executive officer, his many years of investment banking and corporate finance experience and his prior management experience.
Fred Odaka.  Mr. Odaka joined PHCO as CFO in August 2008.  He has held senior level management positions in corporate finance for over 30 years and has served as CFO for private and public companies.  Prior to joining PHCO, from 1998 to May 2008, Mr. Odaka was CFO of Rx for Africa, Inc. (“RXAF”), f/k/a Diamond Entertainment Corporation (“DMEC”) – OTCBB.  At the time, RXAF owned and operated a large pharmaceutical plant in Addis Ababa, Ethiopia.  Prior to the merger, DMEC marketed and sold DVD titles to the home video market primarily through mass merchandisers and department stores. For four years, Mr. Odaka was a Financial Consultant and Analyst for Kibel, Green Inc., a leading West Coast business advisory and financial service firm specializing in corporate re-structure and crisis intervention.  Mr. Odaka was also a co-founder of Rexon Inc., a manufacturer of computers and computer peripheral equipment and from 1978 to 1984 held the position of Vice President/CFO and was instrumental in taking the company public. Mr. Odaka also served as Controller of the computer division of Perkin-Elmer, a NYSE traded company.  Mr. Odaka received his Bachelor of Science degree in Finance from Fresno State College, Fresno, California. 
David Wang.  Mr. Wang has been serving as the Co-CEO of Hacknowledge, LLC since 2018.  Hacknowledge is a cybersecurity company that offers a MDR (Managed Detection and Response) solution.  Mr. Wang is responsible for day-to-day operations of the company with a current focus on business development, marketing and sales. Mr. Wang served as a managing member of Reef Capital Management, LLC from late 2013 to 2017.  He was responsible for managing a fund that was created to generate long-term cash flow to investors by investing primarily in drilling and development of oil projects. Prior to joining Reef Capital Management, from 2010, Mr. Wang was a consultant to high tech companies.  He assisted a cloud computing company expand its coverage outside of Asia and assisted a cell phone manufacture explore a joint venture with a manufacturer in Brazil to build low cost smart phones and tablets utilizing various government tax incentives.  Mr. Wang earned a BS in Computer Science/ Mathematics from the University of California, Los Angeles (UCLA) in 1985. He earned an MBA degree with an emphasis in Financial and Entrepreneurial Studies from the Anderson School at UCLA in 2000. Mr. Wang is not currently, nor has he in the past five years been, a nominee or director of any other SEC registrant. In concluding that Mr. Wang was an appropriate candidate to serve on the Company’s board of directors, the board considered his education background, his experience in entrepreneurial business enterprises and his favorable history of attracting venture capital funds through his established contacts in the investment banking community.

Stacy Hadley.   Mrs. Hadley has over 20 years of accounting and audit experience.  She has been employed with Now CFO, a provider of outsourced accounting and financial solutions, since September 2015. Mrs. Hadley is currently a Partner at Now CFO. She is currently responsible for overseeing the operations of company’s Houston, Texas office and is serving as the CFO and Controller for various companies.  From November 2014 to September 2015, Mrs. Hadley was employed by Harman International as a Compliance and Financial Consultant where, among other things, she oversaw compliance reporting of four business units and divisional shared services, worked with finance directors to implement and document internal control testing, and documented procedures to ensure adherence with company policies and internal controls. From December 2012 to November 2014, Mrs. Hadley served as the Controller for Dalbo Holdings where she was responsible for general ledger accounting, analyzing and reconciling accounts and records for service lines, verifying revenues, expenses and other accounting functions.  Mrs. Hadley received licensure as a Certified Public Accountant in July 2014. Mrs. Hadley received a Bachelor of Science Degree in Accounting and a Master’s Degree in Accounting from Weber State University, Utah in 2010 and 2012, respectively. During the past five years Mrs. Hadley has not served, and she does not currently serve, as a director of any other SEC registrant or any registered investment company. The board of directors considered Mrs. Hadley’s years of accounting and auditing experience both with accounting firms, and in-house with several different employers, as well as her educational background and her CPA licensure in concluding that she is qualified to serve on the Company’s board of directors.

Günter Soraperra.   Mr. Soraperra has served as the Chief Executive Officer of Traunkristall Design since 2000. Traunkristall specializes in the design, production, and sale of high-end hand-made crystal products and has business activities in more than 25 countries. Among other things, Mr. Soraperra is responsible for setting strategy and direction, allocation of capital, and overseeing sales and marketing at Traunkristall. Mr. Soraperra received a Master of Business Administration degree from the University of Graz, Austria in 1990. Over the past fifteen years Mr. Soraperra has also served as a Senior Vice President of a private Swiss investment group responsible for coordinating international activities, financing and mergers and acquisitions. He has also served on the advisory boards of various international companies. In the past five years Mr. Soraperra has not served, and he does not currently serve, as a director of any other SEC registrant or any registered investment company. In concluding that Mr. Soraperra was qualified to serve on the Company’s board of directors, the board considered Mr. Soraperra’s years of strategy, management, finance and operational experience.
 
Lauren Kubota.  Ms. Kubota joined Medex Healthcare as a Quality Assurance Auditor in June 2014.  Since joining Medex Healthcare, she has also served as an Interim Lien Defense Unit Manager, and is currently serving as a Senior Account Manager, Human Resource Manager and Chief Privacy Officer.  In these capacities, Ms. Kubota has been responsible for developing and auditing policies and procedures, human resource matters and directing risk management activities.  She has also developed and implemented numerous initiatives in customer service, vendor management, quality assurance, legal compliance, sales and marketing.  Prior to joining Medex Healthcare, from June 2013 to November 2013 she worked as a Private Program Instructor for AcerLogic Educational Services preparing high school students for SAT testing.  From March 2012 to January 2013, Ms. Kubota was employed as an Associate Attorney with the law firm of Smith Patten, LLP, where she rendered legal services in employment matters and participated in litigation and dispute resolution. Ms. Kubota earned a Juris Doctorate Degree from the University of California, Hastings College of Law in 2011, and a Bachelor of Arts degree in Political Science from the University of California, San Diego in 2005.  Ms. Kubota is not currently, nor has she in the past five years been, a nominee or director of any other SEC registrant.  The board considered Ms. Kubota’s educational background and legal experience, as well as her experience and knowledge of the operations of Medex Healthcare, in deciding that she is a suitable candidate to serve on the Board. 
 
Kristina Kubota.  Ms. Kubota joined Medex Healthcare as a Quality Assurance Auditor in January 2014.  As a Quality Assurance Auditor, Ms. Kubota was responsible for developing and auditing policies and procedures, developing and implementing data analyses and reporting capabilities that optimize statistical efficiency and quality. She has also developed and implemented policies and procedures which resulted in Medex Managed Care receiving full accreditation for Workers’ Compensation Utilization Review Management from the Utilization Review Accreditation Commission (“URAC”).  Ms. Kubota was promoted to the position of Controller of Pacific Health Care Organization, Inc. in November 2017.  Prior to joining Medex Healthcare, from June 2010 to January 2014, Ms. Kubota served as a personal assistant for the CEO of Norm’s Restaurant providing administrative support. Ms. Kubota earned a Bachelor of Arts degree in Finance from California State University, Northridge in 2012.  Ms. Kubota is not currently, nor has she in the past five years been, a nominee or director of any other SEC registrant.  In determining that Ms. Kubota was a suitable candidate to serve on the Board, the Board considered her educational background, URAC accreditation and financial and accounting experience, including her knowledge of data and statistical analytics skills.   

Family Relationships

Lauren Kubota and Kristina Kubota are sisters and are daughters of Tom Kubota.


Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers, and any persons who own more than 10% of a registered class of our equity securities, to file with the Commission reports of beneficial ownership and changes in beneficial ownership.  These persons are required by Commission regulation to furnish us with copies of all Section 16(a) forms they file.  To our knowledge, based solely on our review of the copies of such reports furnished to us or written representations that no other reports were required during the fiscal year ended December 31, 2017, we believe that all reports required to be filed under Section 16(a) were filed on a timely basis.
 
Code of Ethics

Our board of directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or to persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents we file with, or submit to, the Commission and in other public communications we make, (iii) compliance with applicable governmental laws, rules and regulations, (iv) prompt internal reporting of violations of the code, and (v) accountability for adherence to the code.  We will provide a copy of our code of ethics, without charge, to any person upon receipt of written request for such delivered to our corporate headquarters.  All such requests should be sent care of Pacific Health Care Organization, Inc., Attn: Corporate Secretary, 1201 Dove Street, Suite 300, Newport Beach, California 92660.  A copy of our code of ethics has been posted on our website and may be viewed at www.pacifichealthcareorganization.com. If we make any substantive amendments to, or grant any waivers from, the code of ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Committees of the Board of Directors

The OTCQB does not require us to have a separately-designated standing audit committee, a compensation committee or a nominating and corporate governance committee.  Our board of directors has determined that it is in the Company’s best interest to have the full board fulfill the functions that would be performed by these committees.

While we do not currently have a standing audit committee, our board of directors believes that were it to establish an audit committee, Mrs. Hadley would qualify as an independent director and possesses the attributes necessary to be considered an “audit committee financial expert” under the rules adopted by the Commission pursuant to the Sarbanes-Oxley Act of 2002.

Procedures for Security Holders to Nominate Candidate to the Board of Directors

There have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since March 30, 2012, the date we last provided information with regard to our director nomination process.
 

ITEM 11.  EXECUTIVE COMPENSATION

The table below summarizes compensation paid to or earned by our named executive officers (“NEOs”) for the years ended December 31, 2017 and 2016.  No other executive officer of the Company had total compensation of $100,000 or more during the year ended December 31, 2017.
 
Summary Compensation Table
 
Name and
Principal Position
 
Year
 
Salary
($)
   
Stock
Awards
($)
   
Option Awards(1)
($)
   
All Other
Compensation
($)
   
Total
($)
 
Tom Kubota
 
2017
   
174,182
     
-
   
477,500
     
8,205
(2) 
   
659.887
 
Chief Executive Officer,
 
2016
   
178,814
     
-
     
-
     
16,777
(3) 
   
195,591
 
President and Director
 
 
                                       
 
 
 
                                       
Fred Odaka
 
2017
   
104,509
     
-
     
105,050
     
7,868
(4) 
   
217,427
 
Chief Financial Officer
 
2016
   
102,572
     
-
     
-
     
10,832
(5) 
   
113,404
 
 
(1)    The amounts reported in this table do not reflect actual amounts paid in cash to or value realized by the NEO. Rather, the amounts represent the grant date fair value of equity awards made to the NEO. Grant date fair value of equity awards is computed in accordance with ASC Topic 718 Compensation-Stock Compensation.  For a discussion of the assumptions and methodologies used to calculate grant date fair value please refer to Note 8 of the financial statements to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.  These awards are non-vested and subject to forfeiture if the vesting conditions are not satisfied.
(2)    Reflects health insurance premiums, auto expenses, and director’s fees of $4,475, $1,330, and $2,400, respectively.
(3)    Reflects health insurance premiums, auto expenses and director’s fees of $4,181, $7,796 and $4,800, respectively.
(4)    Reflects health insurance premiums and fees for attending board meetings of $5,468 and $2,400, respectively.
(5)    Reflects health insurance premiums and fees for attending board meetings of $6,032 and $4,800, respectively.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

We have a written employment agreement with Mr. Odaka.  We do not have a written employment agreement with Mr. Kubota.  Each of our NEOs is employed/retained on an at-will basis and each can terminate their employment arrangement with the Company at any time, with or without cause.  Likewise, we can terminate their employment at any time, with or without cause.

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of our NEOs.  The base salary for each NEO is typically set at the time the individual is hired based on the factors discussed in the preceding sentence and the negotiation process between us and the NEO.  We also take into consideration the individual’s past performance, experience and expertise we need and local market and labor conditions.  Changes to base salary, if any, are determined based on several factors, including evaluation of performance, anticipated financial performance of the Company, economic condition and local market and labor conditions.  The board did not extend annual base salary increases to Mr. Kubota or Mr. Odaka during the year ended December 31, 2017.

Non-Equity Incentive Compensation

From time to time we may make cash awards to our employees, including the NEOs.  Such awards may be designed to incentivize employees over a specified period of time pursuant to pre-established, performance-based criteria, the accomplishment of which is substantially uncertain at the time the criteria are established.  In the event this type of cash award is made, it would be reflected in the “Summary Compensation Table” under a separate column entitled “Nonequity Incentive Plan Compensation.”   The criteria for earning non-equity incentive bonuses may be based on corporate financial performance measures that would be developed by our board of directors at the time such non-equity incentive plan is established.  Our board has discretion to determine the applicable performance measures and the appropriate weighting of such measures at the time it establishes any non-equity incentive plan.  Our board of directors did not establish a non-equity incentive compensation plan during the years ended December 31, 2017 or 2016, and no non-equity incentive compensation was awarded during these years.
 

Bonuses
 
We may also make cash awards to employees that are not part of any pre-established, performance-based criteria.  Awards of this type are completely discretionary and subjectively determined by our board of directors at the time they are awarded.  Such awards are reported in the “Summary Compensation Table” in the column entitled “Bonus.”

During the years ended December 31, 2017 and 2016 no bonuses were awarded to employees or consultants by the Company, including our NEOs.  The board of directors was under no contractual or other obligation to award cash bonuses.
 
Equity Incentive Compensation

Our equity incentive award program is the primary vehicle for offering long-term incentives to our employees.  From time to time, we may also make equity incentive awards to our NEOs, employees, and consultants in the form of stock options, restricted stock grants or some other form of equity award.  Equity incentive awards are reflected in the “Summary Compensation Table” under the columns entitled “Stock Awards” and “Option Awards as appropriate. 

In recognition that Mr. Kubota and Mr. Odaka agreed to temporarily reduce their annual base salaries 10% in April 2016, and have not received a base salary increase since that time, and in recognition of the performance of the Company since that time, on August 17, 2017, the board of directors awarded non-qualified stock options to Mr. Kubota and Mr. Odaka to purchase 50,000 common shares and 11,000 common shares, respectively.  The options vest one year from the date of grant and are subject to forfeiture should the option holder not remain continuously employed with us from the grant date to the one-year anniversary of the grant date.  The options become exercisable upon vesting and expire on August 17, 2022.  The exercise price of the options is $15.00 per share.

Our board of directors has no obligation to  award equity incentive compensation.  That does not mean the board of directors may not, as it deems appropriate, award equity incentive compensation when it deems such to be appropriate in the future.
 
Benefits and Other Compensation

We currently provide health care benefits, including medical, vision and dental insurance, subject to certain deductibles and co-payments to its full-time employees.  We also provide for paid time off (“PTO”), which includes vacation, sick leave and other out-of-the-office time and is accrued and paid in accordance with our PTO policy.  We may also provide group life and disability insurance to employees who are eligible to participate in such programs.
 
We offer a 401(k)-profit sharing plan for employees who meet the eligibility requirements. Pursuant to the plan, we may make discretionary matching contributions and/or discretionary profit sharing contributions to the plan.  All such contributions must comply with federal pension laws, non-discrimination requirements and the terms of the plan.  In determining whether to make a discretionary contribution, the board of directors would evaluate current and prospects and management’s desire to reward and retain employees and attract new employees.  To date, we have never made matching contributions and/or discretionary profit sharing contributions to any plan.

Other than the foregoing, we do not offer any retirement or other benefit plans to our employees, including our NEOs, now, however, the board of directors may adopt plans as it deems to be reasonable under the circumstances.

Mr. Kubota and Mr. Odaka are entitled to participate, if eligible under such plans, in any insurance programs we offer to our employees, are eligible for PTO and to participate in such other fringe benefit programs as we may make available to our other employees.

Nonqualified Deferred Compensation

We offer no defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified to any of our employees including our NEOs.


Pension Benefits

We offer no pension or other specified retirement payments or benefits, including but not limited to tax-qualified deferred benefit plans and supplemental executive retirement plans to our NEOs.
 
Termination and Change in Control

We do not have agreements, plans or arrangements, written or unwritten, with any of our NEOs that would provide for payments or other benefits to any of our NEOs following, or in connection with, the resignation, retirement or other termination of any NEO or change in control of the Company or a change in the responsibilities of any NEO following a change in control of the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information regarding equity awards held by our NEOs as of December 31, 2017.

   
Option Awards
Name
 
Number of Securities Underlying Unexercised Options
(#)
Exercisable
   
Number of Securities Underlying Unexercised Options
(#)
Un-exercisable(1)
   
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
   
Option Exercise Price
($)
 
Option Expiration Date
Tom Kubota
   
-
     
50,000
     
-
     
15.00
 
08/17/2022
Fred Odaka
   
-
     
11,000
     
-
     
15.00
 
08/17/2022

(1)          These options were granted on August 17, 2017, and vest on the one-year anniversary of the grant date.   Vesting of the options is contingent upon the holder’s continuous employment with the Company from the grant date to the date of vesting.  The options are not exercisable until they vest.

None of our NEOs exercised any stock options or had any stock vest related to grants made in connection with their employment during the year ended December 31, 2017.

DIRECTOR COMPENSATION

We offer cash compensation to attract and retain candidates to serve on our board of directors.
 
Meeting Fees

All directors receive a fee of $1,200 per meeting for each meeting attended either in person or telephonically.  Additionally, all directors are paid $1,000 for attendance at the annual meeting of stockholders, plus airfare and hotel expense. 

Equity Compensation
 
We do not currently have a fixed plan for the award of equity compensation to our directors, and we did not award any equity compensation to any of our directors during the year ended December 31, 2017.


Director Compensation Table

The following table sets forth a summary of the compensation we paid to our directors for services on our board during the year ended December 31, 2017.
 
 
Name
 
Fees Earned or Paid in Cash ($)
   
All Other
Compensation($)
     
Total ($)