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| CLAI.OB > SEC Filings for CLAI.OB > Form 10-Q on 30-Jul-2009 | All Recent SEC Filings |
30-Jul-2009
Quarterly Report
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on our current
expectations, assumptions, beliefs, estimates and projections about our company,
our industry and other related industries. The forward-looking statements are
subject to various risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements.
Generally, these forward-looking statements can be identified by the use of
forward-looking terminology such as "anticipate," "believe," "estimate,"
"expect," "intend," "plan," "project," "should" and variations of such words or
similar expressions.
We caution you that reliance on any forward-looking statement involves risks and
uncertainties, and that although we believe that the assumptions on which our
forward-looking statements are based are reasonable, any of those assumptions
could prove to be inaccurate, and, as a result, the forward-looking statements
based on those assumptions could be incorrect. In light of these and other
uncertainties, you should not conclude that we will necessarily achieve any
plans and objectives or projected financial results referred to in any of the
forward-looking statements. We do not undertake to release the results of any
revisions of these forward-looking statements to reflect future events or
circumstances. Some of the factors that may cause actual results, developments
and business decisions to differ materially from those contemplated by such
forward-looking statements include the risk factors discussed under the heading
"Risk Factors" in our annual report on Form 10-K for the year ended December 31,
2008 and the following:
• our ability to raise additional capital and secure additional financing;
• our ability to successfully implement our revised business strategy;
• our ability to market our services;
• our ability to develop and maintain strategic partnerships or alliances;
• our ability to maintain and increase our customer base;
• our ability to protect our intellectual property rights;
• our ability to further develop our technology and transaction processing system;
• our ability to respond to competitive developments;
• our ability to attract and retain key employees;
• our ability to comply with government regulations;
• the effects of natural disasters, computer viruses and similar disruptions to our computer systems;
• threats to Internet security; and
• acceptance of the Internet and other online services in the healthcare industry and in general.
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this report.
IN GENERAL
As of June 30, 2009, we had a working capital deficit of $952,000 and a
stockholders' deficit of $804,000. We generated revenues of $1,082,000 for the
six months ended June 30, 2009 and $1,018,000 for the six months ended June 30,
2008. We have incurred net losses since inception and had an accumulated deficit
of $45,635,000 at June 30, 2009. We expect to continue to operate at a loss in
the near future.
The majority of the cost of revenue and operating expenses reflected in our
consolidated financial statements are associated with the cost of personnel and
other expenditures which are fixed or semi-fixed in nature, and not directly
related to the number of clients we serve or transactions we process to generate
revenues. In the event we are successful in implementing our growth strategy, we
believe our current infrastructure is sufficient to allow our operations to
expand without significant expense.
We believe that our available cash resources, together with anticipated revenues
from operations and the proceeds of recently completed financing activities and
funding commitments may not be sufficient to satisfy our capital requirements
past December 31, 2009. Necessary additional capital may not be available on a
timely basis or on acceptable terms, if at all. In any of these events, we may
be unable to implement current plans for expansion or to repay debt obligations
as they become due. If sufficient capital cannot be obtained, we may be forced
to significantly reduce operating expenses to a point which would be detrimental
to business operations, curtail research and development activities, sell
certain business assets or discontinue some or all of our business operations,
take other actions which could be detrimental to business prospects and result
in charges which could be material to our operations and financial position, or
cease operations altogether. In the event that any future financing should take
the form of a sale of equity securities, the holders of the common stock and
preferred stock may experience additional dilution. In the event of a cessation
of operations, there may not be sufficient assets to fully satisfy all
creditors, in which case the holders of equity securities will be unable to
recoup any of their investment. In addition, under Section 404(a) of the
Sarbanes-Oxley Act, management is required to report on our internal controls
over financial reporting and under Section 404(b) of the Sarbanes-Oxley Act our
registered independent public accountant is required to report on internal
control over financial reporting. We are required to comply with Section 404(b)
effective for the year ending December 31, 2009. We believe this will continue
to be very significant and could have a material adverse effect on our business,
prospects, financial condition and results of operations.
Our business strategy is as follows:
• to utilize our state of the art technology to help large healthcare
organizations achieve more efficient and less costly administrative
operations;
• to market our services directly to the payer community and its trading partners;
• to seek merger and acquisition opportunities that enhance our growth and profitability objectives.
• to aggressively pursue and support strategic relationships with companies that will in turn aggressively market our services to large volume healthcare organizations, including insurers, HMOs, third party administrators, provider networks, re-pricing organizations, clinics, hospitals, laboratories, physicians and dentists;
• to provide total claim management services to payer organizations, including internet claim submission, paper claim conversion to electronic transactions, and receipt of EDI transmissions;
• to continue to expand our product offerings to include additional transaction processing solutions, such as HMO encounter forms, eligibility and referral verifications, claim status inquiries, electronic remittance advices, claim attachments, and other healthcare administrative services, in order to diversify sources of revenue;
• to license our technology for other applications, including stand-alone purposes, internet systems and private label use, and for original equipment manufacturers; and
Our primary source of revenues are fees paid by healthcare payers and vendors
for private-label or co-branded licenses and services. We expect most of our
revenues to be recurring in nature.
Our principal costs to operate are technical and customer support,
transaction-based vendor services, sales and marketing, research and
development, acquisition of capital equipment, and general and administrative
expenses. Going forward, we intend to continue to develop and upgrade our
technology and transaction-processing systems and continually update and improve
our website to incorporate new technologies, protocols, and industry standards.
Selling, general and administrative expenses include all corporate and
administrative functions that serve to support our current and future operations
and provide an infrastructure to support future growth. Major items in this
category include management and staff salaries and benefits, travel,
professional fees, network administration, business insurance, and rent.
CRITICAL ACCOUNTING POLICIES
REVENUE RECOGNITION
We generally enter into services agreements with our customers to provide access
to our hosted software platform for processing of customer transactions. We
operate the software application for all customers and the customers are not
entitled to ownership of our software at any time during or at the end of the
agreements. The end users of our software application access our hosted software
platform or privately hosted versions of our software application via the
internet with no additional software required to be located on the customer's
systems. Customers pay implementation fees, transaction fees and time and
materials charges for additional services. Revenues primarily include fees for
implementation and transaction fees, which may be subject to monthly minimum
provisions. Customer agreements may also provide for development fees related to
private labeling of our software platform (i.e. access to our servers through a
web site which is in the name of and/or has the look and feel of the customer's
other web sites) and some customization of the offering and business rules. We
account for our service agreements by combining the contractual revenues from
development, implementation, license, support and certain additional service
fees and recognizing the revenue ratably over the expected period of
performance. We currently use an estimated expected business arrangement term of
three years which is currently the term of the typical contracts signed by our
customers. We do not segment these services and use the underlying contractual
terms to recognize revenue because we do not have objective and reliable
evidence of fair value to allocate the arrangement consideration to the
deliverables in the arrangement. To the extent that implementation fees are
received in advance of recognizing the revenue, we defer these fees and record
deferred revenue. We recognize service fees for transactions and some additional
services as the services are performed. We expense the costs associated with our
customer service agreements as those costs are incurred.
SOFTWARE FOR SALE OR LICENSE
We begin capitalizing costs incurred in developing a software product once
technological feasibility of the product has been determined. Capitalized
computer software costs include direct labor, labor-related costs and interest.
The software is amortized over its expected useful life of three years or the
contract term, as appropriate.
Management periodically evaluates the recoverability, valuation, and
amortization of capitalized software costs to be sold, leased, or otherwise
marketed whenever events or changes in circumstances indicate that the carrying
amount on the software may not be recoverable. As part of this review,
management considers the expected undiscounted future net cash flows. If they
are less than the stated value, capitalized software costs will be written down
to fair value.
RESULTS OF OPERATIONS FOR THREE AND SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO
THREE AND SIX MONTHS ENDED JUNE 30, 2008
REVENUES
Revenues for the three months ended June 30, 2009 (the "2009 second quarter")
were $563,000 compared to $529,000 for the three months ended June 30, 2008 (the
"2008 second quarter"), representing an increase of 6%. The addition of new
clients and an increase in the volume of transactions processed for existing
clients accounted for the increase in revenues for the three month comparable
periods.
Revenues for the six months ended June 30, 2009 (the "2009 first half") were
$1,082,000 compared to $1,018,000 for the six months ended June 30, 2008 (the
"2008 first half"), representing an increase of 6%. The addition of new clients
and an increase in the volume of transactions processed for existing clients
accounted for the increase in revenues for the six month comparable periods.
COST OF REVENUES
Cost of revenues for the 2009 second quarter was $419,000, compared with
$422,000 for the 2008 second quarter, representing a decrease of 1%. Cost of
revenues for the 2009 first half was $832,000, compared with $810,000 for the
2008 first half, representing an increase of 3%.
The four ordinary components of our cost of revenues are data center expenses,
transaction processing expenses, customer support operation expenses and
software amortization. Only two of these components materially changed between
the 2009 second quarter and the 2008 second quarter, and between the 2009 first
half and the 2008 first half. Transaction processing expenses were $170,000 for
the 2009 second quarter compared to $153,000 in the 2008 second quarter, while
transaction processing expenses increased to $326,000 for the 2009 first half
compared to $296,000 for the 2008 first half. The increase in third party
transaction processing expenses for both periods was primarily attributable to
the signing of new contracts with clearinghouses. Customer support operation
expenses were $226,000 for the 2009 second quarter compared to $241,000 for the
2008 second quarter, while customer support operation expenses were $460,000 for
the 2009 first half compared to $459,000 for the 2008 first half. These changes
are primarily due to a reduction of personnel in the 2009 second quarter.
OPERATING EXPENSES
There were no research and development expenses for the 2009 or 2008 first half.
Research and development expenses are comprised of personnel costs and related
expenses. In 2006, we began development of a customer care application and two
customer support inquiry tools that are still incomplete. We capitalized no
development costs during the 2009 second quarter or during the 2009 first half.
We capitalized development cost of $48,000 during the 2008 second quarter and
development cost of $89,000 during the 2008 first half, respectively.
Selling, general and administrative expenses for the 2009 second quarter were
$221,000 compared with $281,000 for the 2008 second quarter, a decrease of 21%.
Selling, general and administrative expenses were $472,000 for the 2009 first
half, compared with $487,000 for the 2008 first half, a decrease of 3%. These
changes are primarily due to the reduction of sales personnel.
No compensation expense in stock-based payment transactions was recognized for
the 2009 or 2008 second quarter. No compensation expense in stock-based payment
transactions was recognized for the 2009 or 2008 first half.
OTHER INCOME (EXPENSE)
Interest expense of $10,000 and $22,000 was incurred for the 2009 second quarter
and 2009 first half, respectively, on financing fees and related party debt
compared with $26,000 and $54,000 for the 2008 second quarter and 2008 first
half, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities of $294,000 for the 2009 first half was
primarily related to net loss of $244,000 and changes in working capital and
non-current deferred revenue of $77,000, less depreciation of $27,000. Net cash
used in operating activities of $173,000 for the 2008 first half was primarily
related to net loss of $333,000, less depreciation of $38,000 offset by changes
in working capital and non-current deferred revenue of $122,000.
Net cash used in investing activities for the 2009 first half was $0. Net cash
used in investing activities for the 2008 first half was $111,000 related to the
cost of software development capitalized during the period of $89,000 and
acquisition costs recognized as part of the Acceptius acquisition of $22,000.
Net cash provided by financing activities in the 2009 first half was $300,000,
of which $375,000 was related to proceeds from related party debt offset by
$50,000 of debt repayments and $25,000 of capital lease principal payments. Net
cash provided by financing activities in the 2008 first half was $229,000, of
which $450,000 was related to proceeds from related party debt, offset by
$200,000 of debt repayments and $21,000 of capital lease principal payments.
On January 6, 2009, the Company issued an unsecured promissory note upon receipt
of $100,000 from National Financial Corporation, a related party ("NFC"). The
note originally bore interest at the rate of 5% per annum. The note was amended
on January 31, 2009 to decrease the interest rate to 3% per annum, effective
January 6, 2009. Payments equal to the principal and accrued and unpaid interest
on the note are due on demand, with thirty days notice.
On January 8, 2009, upon the demand of Mr. Thomas Michel, a member of the
Company's board of directors ("Michel"), the Company repaid principal on an
outstanding convertible note dated September 29, 2006 in the aggregate amount of
$50,000 plus accrued interest of $8,558.
On January 31, 2009, the Company exercised its option to convert into the
Company's common stock, par value $0.001 ("Common Stock"), a debt evidenced by
an unsecured promissory note with Elmira United Corporation, a greater than 5%
shareholder of the Company ("Elmira"). The Company issued the note on March 20,
2008 with a maturity date of March 31, 2011, and bore interest at the rate of 4%
per annum. The outstanding principal of $250,000 was converted into 1,187,500
shares of Common Stock at a conversion price of 47,500 shares per $10,000 of
principal. In addition, $8,712 of accrued and unpaid interest was converted into
41,383 shares of Common Stock at a conversion price of 47,500 shares per $10,000
of interest.
On January 31, 2009, the Company exercised its option to convert into Common
Stock a debt evidenced by an unsecured promissory note with Elmira. The Company
issued the note on May 13, 2008 with a maturity date of March 31, 2011, and bore
interest at the rate of 4% per annum. The outstanding principal of $200,000 was
converted into 950,000 shares of Common Stock at a conversion price of 47,500
shares per $10,000 of principal. In addition, $5,786 of accrued and unpaid
interest was converted into 27,485 shares of Common Stock at a conversion price
of 47,500 shares per $10,000 of interest.
On January 31, 2009, the Company issued amendments to two unsecured promissory
notes with Michel. The notes originally bore interest at the rate of 5% per
annum. The Company issued the first note on September 16, 2008 in the amount of
$30,000. The Company issued the second note on September 29, 2008 in the amount
of $20,000. The notes were amended to decrease the interest rate to 3% per
annum, effective January 1, 2009.
On January 31, 2009, the Company issued an amendment to an unsecured promissory
note with NFC. The Company issued the note on November 16, 2006 in the amount of
$100,000, and originally bore interest at the rate of 8% per annum. The note was
amended to decrease the interest rate to 3% per annum, effective January 1,
2009.
On January 31, 2009, the Company issued an amendment to an unsecured promissory
note with NFC. The Company issued the note on December 13, 2007 in the amount of
$100,000, and originally bore interest at the rate of 7% per annum. The note was
amended to decrease the interest rate to 3% per annum, effective January 1,
2009.
On January 31, 2009, the Company issued amendments to three unsecured promissory
notes with NFC. The Company issued the first note on August 20, 2008 in the
amount of $50,000. The Company issued the second note on October 28, 2008 in the
amount of $50,000. The Company issued the third note on November 26, 2008 in the
amount of $50,000. The notes originally bore interest at the rate of 5% per
annum. The notes were amended to decrease the interest rate to 3% per annum,
effective January 1, 2009.
On January 31, 2009, the Company issued an amendment to an unsecured promissory
note with NFC. The Company issued the note on January 6, 2009 in the amount of
$100,000, and originally bore interest at the rate of 5% per annum. The note was
amended to decrease the interest rate to 3% per annum, effective January 1,
2009.
On January 31, 2009, the Company issued an amendment to an unsecured promissory
note with Mr. J.R. Schellenberg, a related party ("Schellenberg"). The Company
issued the note on June 6, 2002 in the amount of $35,000, and originally bore
interest at the rate of 9.5% per annum. The note was amended to decrease the
interest rate to 3% per annum, effective January 1, 2009.
On January 31, 2009, the Company issued an amendment to an unsecured promissory
note with Schellenberg. The Company issued the note on August 1, 2002 in the
amount of $10,000, and originally bore interest at the rate of 8% per annum. The
note was amended to decrease the interest rate to 3% per annum, effective
January 1, 2009.
On January 31, 2009, the Company issued an amendment to an unsecured convertible
promissory note with Michel. The Company issued the note on January 23, 2007 in
the amount of $10,000, and originally bore interest at the rate of 5% per annum.
The note was amended to decrease the interest rate to 3% per annum, effective
January 1, 2009.
On January 31, 2009, the Company issued an amendment to an unsecured convertible
promissory note with Elmira. The Company issued the note on November 29, 2006 in
the amount of $300,000, and originally bore interest at the rate of 5% per
annum. The note was amended to decrease the interest rate to 3% per annum,
effective January 1, 2009.
On February 4, 2009, the Company issued an unsecured promissory note upon
receipt of $100,000 from NFC. The note bears interest at the rate of 3% per
annum. Payments equal to the principal and accrued and unpaid interest on the
note are due on demand.
On April 15, 2009, the Company issued an unsecured promissory note upon receipt
of $75,000 from NFC. The note bears interest at the rate of 3% per annum.
Payments equal to the principal and accrued and unpaid interest on the note are
due on demand.
On May 8, 2009, the Company exercised its option to convert $300,000 of debt
into Common Stock, as more fully discussed herein under Part II, Item 2 -
Unregistered Sales of Equity Securities and Use of Proceeds.
On May 11, 2009, the Company issued an unsecured promissory note upon receipt of
$100,000 from NFC. The note bears interest at the rate of 3% per annum. Payments
equal to the principal and accrued and unpaid interest on the note are due on
demand.
OFF-BALANCE SHEET ARRANGEMENTS
There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
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