NATIONAL HOME HEALTH CARE CORP
10-Q, 1995-06-14
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                      FORM 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     X
                      SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended April 30, 1995

             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 0-12927

                            NATIONAL HOME HEALTH CARE CORP.          
                (Exact name of registrant as specified in its charter)

                 Delaware                              22-2981141        
          (State or other jurisdiction of (IRS Employer Identification No.)
           incorporation or organization

                    850 Bronx River Road, Yonkers, New York  10708    
                (Address of principal executive offices with zip code)

           Registrant's telephone number including area code:  914-776-6800

                                                                           
            Former name, former address and former fiscal year, if changed
          since last report.

          Indicate  by  check mark whether the registrant (1) has filed all
          reports  required  to  be  filed  by  Section  13 or 15(d) of the
          Securities  Exchange  Act  of 1934 during the preceding 12 months
          (or  for  such shorter period that the registrant was required to
          file  such  reports),  and  (2)  has  been subject to such filing
          requirements for the past 90 days.  Yes  X    No     

          Applicable only to corporate issuers:

          The  number of shares of common stock outstanding as of April 30,
          1995 was 4,718,075.







                           NATIONAL HOME HEALTH CARE CORP.

                                      FORM 10-Q

                         FOR THE QUARTER ENDED APRIL 30, 1995


          PART I.   FINANCIAL INFORMATION                              Page

          Item 1.   Financial Statements

                    Consolidated Balance Sheets as of April 30, 1995
                     and July 31, 1994 (unaudited)                      3-4 

                    Consolidated Statements of Operations for the
                     three months ended April 30, 1995 and 
                     April 30, 1994 and nine months ended 
                     April 30, 1995 and April 30, 1994 (unaudited)     5-6

                    Consolidated Statements of Cash Flows for the 
                     nine months ended April 30, 1995 and 
                     April 30, 1994 (unaudited)                        7-8 

                    Notes to Consolidated Financial Statements          9

          Item 2.   Management's Discussion and Analysis of 
                     Financial Condition and Results of Operations    10-11 


          PART II.  OTHER INFORMATION

          Item 6.   Exhibits and Reports on Form 8-K                   12  

          SIGNATURES                                                   13  

















                                          -2-







                     NATIONAL HOME HEALTH CORP. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET
                                      UNAUDITED


                                                April 30, 1995  July 31, 1994
          ASSETS

          Current assets:
             Cash and cash equivalents              $2,807,000     $5,017,000
             Investments                             5,824,000      1,553,000
             Accounts receivable - patients
               less allowance for doubtful accounts of
               $71,000 at April 30, 1995 and $84,000
               at July 31, 1994                      5,710,000     4,823,000 
             Notes receivable                          354,000       271,000
             Income taxes receivable                   215,000     2,625,000 
             Prepaid expenses and other assets         233,000       193,000
             Deferred taxes                             80,000       200,000
                                                    __________    __________
               Total current assets                 15,223,000    14,682,000

          Furniture, equipment and leasehold
             improvements, net                         479,000       512,000
          Notes receivable - noncurrent                773,000     1,011,000
          Restricted cash                              260,000       260,000
          Excess of cost over fair value of net 
             assets of businesses acquired, net      1,045,000     1,073,000
          Other intangible assets, net                 387,000       248,000
          Deposits and other assets                    103,000       140,000
                                                   ___________   ___________  
               TOTAL                               $18,270,000   $17,926,000
                                                   ===========   ===========

          (Continued)
















                                          -3-







                   NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET
                                      UNAUDITED


                                               April 30, 1995   July 31, 1994

          LIABILITIES AND STOCKHOLDER'S EQUITY

          Current liabilities:
           Accounts payable and accrued expenses    $ 534,000       $ 667,000
           Capital lease obligations-current           27,000          31,000
           Reserve for state income tax settlement       ---          300,000
           Estimated losses on discontinued
               operations                             200,000         200,000
                                                     ________       _________
               Total current liabilities              761,000       1,198,000

          Capital lease obligations-noncurrent         21,000          40,000
                                                     ________       _________
               Total liabilities                      782,000       1,238,000

          Stockholders' equity:
             Common stock, $.001 par value; authorized
               20,000,000 shares, issued 5,670,075
               shares                                   6,000           6,000
             Additional paid-in capital             15,552,00      15,544,000
             Retained earnings                      2,881,000       1,881,000
                                                    _________      __________
                                                   18,439,000      17,431,000

             Less:  treasury stock                   
               (955,000 shares) at cost              (951,000)       (743,000)

               Total stockholders' equity          17,488,000      16,688,000
                                                   __________      __________
               TOTAL                              $18,270,000     $17,926,000
                                                  ===========     ===========












  See accompanying notes to consolidated financial statements.

                                       -4-




                   NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                      UNAUDITED
                                           
                                                    For the three months ended
                                                            April 30,
                                                       1995           1994  

          Patient fee income                         $6,296,000     $4,977,000
                 
          Operating expenses:
             Personnel costs                          4,931,000      3,810,000
             General and administrative                 730,000        640,000
             Amortization of intangibles                 43,000         46,000
                                                      _________      _________
               Total operating expenses               5,704,000      4,496,000
             
          Income from operations                        592,000        481,000

          Other income:
             Interest income                            118,000         36,000
                                                      _________      _________
          Income from continuing operations
             before taxes                               710,000        517,000

          Provision for income taxes                    310,000        281,000

          Income from continuing operations             400,000        236,000

          Discontinued operations:

            Income from discontinued operations
            (net of income taxes of $740,000 in 1994      ----         993,000

                                                     __________     __________
          NET INCOME                                 $  400,000     $1,229,000
                                                     ==========     ==========  
          Net income per share of common stock:
             Continuing operations                        $0.08          $0.05
             Discontinued operations                       ----           0.21
                                                          _____          _____
             Net income                                   $0.08          $0.26
                                                          =====          =====

          Weighted average shares outstanding         4,776,794      4,779,075







   See accompanying notes to consolidated financial statements.

                                        -5-



                   NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                      UNAUDITED

                                                   For the nine months ended
                                                            April 30,
                                                   1995                 1994  

          Patient fee income                   $18,070,000        $14,789,000
                                                __________         __________

          Operating expenses:
             Personnel costs                    14,050,000         11,064,000
             General and administrative          2,373,000          1,791,000
             Amortization of intangibles           115,000            137,000
                                                __________         __________
                 Total operating expenses       16,538,000         12,992,000
                                                __________         __________

          Income from operations                 1,532,000          1,797,000

          Other income:
             Interest income                       283,000            100,000
                                                 _________          _________

          Income from continuing operations
             before taxes                        1,815,000          1,897,000

          Provision for income taxes               815,000            909,000
                                                __________          _________

          Income from continuing operations      1,000,000            988,000
                                                __________          _________

          Discontinued operations:

             (Loss) from discontinued operations
              (net of income taxes of
              $181,000 in 1994)                     ----           (5,935,000)
                                                __________         ___________

          NET INCOME (LOSS)                     $1,000,000        $(4,947,000)

          Net income (loss) per share of common stock:
             Continuing operations                   $0.21              $0.21
             Discontinued operations                   ---              (1.24)
                                                     _____              _____
             Net income (loss)                       $0.21             $(1.03)
                                                     =====             =======

          Weighted average shares outstanding    4,775,071          4,779,075



   See accompanying notes to consolidated financial statements.

                                        -6-







                   NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      UNAUDITED


                                                     For the nine months ended
                                                               April 30,
                                                     1995                 1994  

  Cash flows from operating activities:
   Net income from continuing operations          $1,000,000         $988,000
   Adjustments to reconcile net income to net
   cash provided by operating activities:
       Depreciation and amortization                 233,000          242,000
       Deferred tax                                  120,000            --- 
       Changes in operating assets and liabilities:
        (Increase) in accounts receivable           (887,000)         (87,000)
        Decrease in income taxes receivable        2,410,000            --- 
        (Increase) decrease in prepaid
         expenses and other assets                    (3,000)         113,000
        (Decrease) increase in accounts payable
         and accrued expenses                       (133,000)         123,000
        (Decrease) in reserve for state
         income tax settlement                      (300,000)           ---    
        Cash provided by discontinued 
         operations                                    ---            771,000
                                                   __________       _________

        Net cash provided by operating activiti    2,440,000        2,150,000
                                                   _________        _________

  Cash flows from investing activities:
   Purchase of property, plant and equipment         (86,000)         (50,000)
   Proceeds (purchase) of investments             (4,271,000)         120,000
   Purchase of assets of businesses                 (225,000)            --- 
        Net cash provided by (used in) investing
         activities                               (4,582,000)          70,000
                                                  __________          ________











          (Continued)

                                       -7-




           NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           UNAUDITED


                                                                        
                                                 
                                                     For the nine months ended
                                                            April 30,
                                                     1995                 1994  

  Cash flows from financing activities:
    Decrease in notes receivable                        155,000          ---
    Principal payments under capital lease obligations  (23,000)      (16,000)
    Purchase of treasury shares                        (208,000)         ---    
    Common stock options                                  8,000          ---    
    Payments under capital lease obligations
     by discontinued operations                           ---         (15,000)
        Net cash (used in) financing activities         (68,000)      (31,000)
                                                       _________      ________
  NET (DECREASE) INCREASE IN CASH AND 
    CASH EQUIVALENTS                                 (2,210,000)    2,189,000

  Cash and cash equivalents-beginning of period       5,017,000     3,463,000
                                                     ___________    __________

  CASH AND CASH EQUIVALENTS-END 
    OF PERIOD                                        $2,807,000    $5,652,000
                                                     ==========    ==========
      
  Supplemental disclosures of cash flow information:
    Cash paid during the period for:
      Taxes                                            $405,000      $631,000
      Interest                                            8,000         9,000


















                                          -8-









                   NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          Note 1- BASIS OF PRESENTATION

          The accompanying unaudited consolidated financial statements have
          been  prepared  in  accordance with generally accepted accounting
          principles   for  interim  financial  information  and  with  the
          instructions  to  Form  10-Q  and  Article  10 of Regulation S-X.
          Accordingly,  they  do  not  include  all  of the information and
          footnotes  required  by  generally accepted accounting principles
          for complete financial statements.  In the opinion of Management,
          all  adjustments  (consisting  of normal recurring accruals) con-
          sidered  necessary  for  a  fair presentation have been included.
          Operating  results  for  the  three  and nine month periods ended
          April 30, 1995 are not necessarily indicative of the results that
          may  be  expected  for the year ended July 31, 1995.  For further
          information,  refer  to the consolidated financial statements and
          footnotes thereto included in the Company's annual report on Form
          10-K for the year ended July 31, 1994.

          Note 2 - TAX MATTERS

          In  February  1995, the Company and the New York State Department
          o f    T axation  and  Finance  entered  into  a  Stipulation  of
          Discontinuance  regarding  all  open  taxable years for which the
          Company  previously  had  been  assessed.  In consideration for a
          payment  of approximately $333,000, this matter was settled.  The
          Company  previously  established  a provision sufficient to cover
          the payment and interest.

          The  Internal Revenue Service (the "IRS") is currently conducting
          an  examination  of  the  Federal Tax Return filed for the fiscal
          year  ended  July  31, 1993.  It is standard procedure for refund
          claims  in excess of $1,000,000 to be reviewed by the IRS's Joint
          Committee  on Taxation after the IRS has conducted an examination
          to determine that the refund amount is correct.  Therefore, since
          the Company received a refund claim approximating $2,100,000 as a
          result  of  net  operating  loss carryback claims relating to the
          fiscal  year  ended  July  31,  1994,  the  years affected by the
          carryback (fiscal years ended July 31, 1991 - 1994) are now being
          examined.    Management  does  not believe that the result of the
          examination will have a material adverse effect on the Company.




                                          -9-









          Note 3 - RECLASSIFICATION

          Certain  amounts in the April 30, 1994 consolidated statements of
          operations  have  been  reclassified  to conform to the April 30,
          1995  consolidated  statements  of operations.  See "Management's
          Discussion  and  Analysis  of  Financial Condition and Results of
          Operations."

          ITEM  2  -  Managements  Discussion  and  Analysis  of  Financial
          Condition and Results of Operations

          In  April  1994,  the medical provider to which National HMO (New
          York),  Inc.  and  National  HMO Corp. of Elizabeth, Inc., wholly
          o w n e d  subsidiaries  of  the  Company,  provided  non-medical
          management  services,  terminated  its  relationship  with  those
          subsidiaries.    In  addition,  in  July  1994, National HMO (New
          Y o r k),  Inc.  terminated  its  relationship  with  the  dental
          practitioner  to which it also provided administrative management
          services.   In connection therewith, the Company has reclassified
          its  financial  statements  to show separately the results of the
          discontinued  operations.   Accordingly, results of operations as
          discussed below relate to continuing operations of the Company.

          Results of Operations and Effects of Inflation

          For  the  three  months  ended  April  30, 1995, total income was
          $6,296,000  as  compared to $4,977,000 for the three months ended
          April 30, 1994, which represents an increase of 27%.  Income from
          Health  Acquisition  Corp.,  the subsidiary providing home health
          care  services  in  the  New  York  metropolitan  area  increased
          $975,000  or  24%  from  the  corresponding period of 1994.  This
          increase  is  attributable  to  additional  volume  from existing
          contracts  with  certified  home  health  care agencies and other
          long-term  provider programs.  In addition, in April 1995, Health
          Acquisition  Corp.  expanded  its  services  to include home care
          pediatric skilled nursing services for medically fragile children
          and their families.  Income from Brevard Medical Center, Inc. and
          First  Health, Inc., the two subsidiaries in Florida that operate
          outpatient  medical centers in Brevard County and Volusia County,
          Florida,  respectively, increased $344,000 from the corresponding
          period  of  1994.  First Health, Inc., which commenced operations
          in  May  1994,  had revenues of $265,000 in the most recent three
          month period.

          Total  operating expenses as a percentage of total income was 91%
          for  the three months ended April 30, 1995 as compared to 90% for
          the  corresponding  period of 1994.  Personnel costs increased to


                                         -10-









          78%  of total income in the current fiscal quarter as compared to
          77%  from  the  corresponding  quarter  of  1994.  This result is
          primarily attributable to an increase in medical personnel of the
          outpatient  medical  centers,  as  a result of becoming preferred
          providers  for  additional  managed care plans.  In addition, the
          Company   has  incurred  substantial  increases  in  both  health
          i n surance  and  worker  compensation  premiums.    General  and
          administrative  expenses increased $90,000 from the corresponding
          period  of  1994,  of  which $74,000 related to the operations of
          First Health, Inc. in the current fiscal quarter.

          Interest  income  for  the  current  three month period increased
          $82,000  or  227%  to  $118,000 from $36,000 in the corresponding
          period  of  1994.    This  increase  is primarily attributable to
          interest  earned  on  notes receivable and the federal income tax
          refund  received  in  the  current fiscal period of approximately
          $2,100,000  as a result of  carryback claims.

          Income  from  continuing  operations  before  taxes for the three
          months  ended April 30, 1995 was $710,000 as compared to $517,000
          for the corresponding period of 1994.

          For  the  nine  months ended April 30, 1995, the total income was
          $18,070,000  as compared to $14,789,000 for the nine months ended
          April  30,  1994,  which  represents an increase of $3,281,000 or
          22%.    Health  Acquisition  Corp., the subsidiary providing home
          health  care  services  accounted  for  $2,404,000 or 73% of this
          increase.    Income  from  outpatient  medical  centers increased
          $877,000  from  the  previous  nine  month period.  First Health,
          Inc.,  which  commenced  operations  in  May  1994, accounted for
          $723,000  of  the  increase.    Total  operating  expenses  as  a
          percentage  of income was 92% for the nine months ended April 30,
          1995 as compared to 88% for the nine months ended April 30, 1994.
          Personnel costs increased to 78% of income as compared to 75% for
          the  corresponding period of 1994.  This increase is explained in
          the  above  three  month  discussion.  General and administrative
          expenses  increased $582,000 from the previous nine month period,
          of  which $200,000 was for professional fees in connection with a
          failed  business  merger, $227,000 related to the commencement of
          operations  of First Health, Inc. and the balance of $155,000 was
          due  to  other  increased  costs  of operations.  Interest income
          increased $183,000 or 183% from the previous nine month period as
          explained in the above three month discussion.

          Income  from  continuing  operations  before  taxes  for the nine
          months  ended  April  30,  1995  was  $1,000,000  as  compared to
          $988,000 for the corresponding period of 1994.


                                         -11-









          The rate of inflation had no material effect on operations during
          the nine months ended April 30, 1995.

          Financial Condition and Capital Resources

          The  Company  believes  that  it  has sufficient cash to fund its
          operations  for  at  least  the  ensuing twelve month period.  In
          addition,  the  Company  has renewed a $2,000,000 secured line of
          credit  with  the Bank of New York with interest at the alternate
          base  commercial  lending  rate of the bank for an additional one
          year  period.    As  of  April  30,  1995,  the  Company  had  no
          outstanding balance under the line of credit.





































                                         -12-









          PART II.  OTHER INFORMATION

          Item 6.    Exhibits and reports on Form 8-K

                (a)  Exhibits:
                     None

                (b)  Reports on Form 8-K:
                     None








































                                         -13-









                                      SIGNATURES


                     P u rsuant  to  the  requirements  of  the  Securities
          Exchange  Act of 1934, the Registrant has duly caused this report
          to  be  signed  on  its  behalf by the undersigned thereunto duly
          authorized.


                                              National Home Health Care Corp.



          Date:  June 14, 1995                /s/ Robert P. Heller         
                           
                                              Robert P. Heller
                                              Vice President of Finance
                                              Chief Financial
                                              and Accounting Officer





























                                         -14-

















                                         -15-


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