SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
August 4, 1995
National Home Health Care Corp.
-----------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-12927 22-2981141
- ---------------------------- ----------- --------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
700 White Plains Road, Suite 363, Scarsdale, New York 10583
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (914) 722-9000
--------------
850 Bronx River Road, Yonkers, New York 10708
----------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 7(a) relative to the
acquisition of Nurse Care, Inc. by National Home Health Care
Corp. (the "Corporation"), as described in Item 2 of Form 8-K of
the Corporation for an event which occurred on August 4, 1995 are
attached hereto as an exhibit and incorporated herein by
reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by Item
7(b) relative to the acquisition of Nurse Care, Inc. by the
Corporation, as described in Item 2 of Form 8-K of the
Corporation for an event which occurred on August 4, 1995 are
attached hereto as an exhibit and incorporated by reference.
(c) Exhibits
Exhibit
Number Description
------- -----------
23.1 Consent of Independent Auditors, Simione &
Simione
99.1 Financial Statements required by Item 7(a)
99.2 Pro Forma financial information required by
7(b)
-2-
<PAGE>
SIGNATURES
Pursuant 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 hereunto duly authorized.
NATIONAL HOME HEALTH CARE CORP.
Dated: March 22, 1996 By: /S/ ROBERT P. HELLER
---------------------------
Robert P. Heller, Vice President of Finance,
Chief Financial Officer and Principal
Accounting Officer
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------- --------
23.1 Consent of Independent
Auditors, Simione & Simione
99.1 Financial Statements required
by Item 7(a)
99.2 Pro Forma financial
information required by 7(b)
-4-
EXHIBIT 23.1
<PAGE>
Letterhead of Simione, Simione, Scillia & Larow LLC
Consent of Independent Auditors
-------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, No. 33-61315, as filed with the Securities and Exchange
Commission on July 26, 1995 of our report dated May 12, 1995 issued by our
former partnership, Simione & Simione, with respect to financial statements of
Nurse Care, Inc. included in this Form 8-K.
SIMIONE, SIMIONE, SCILLIA & LARROW LLC
Hamden, Connecticut
March 20, 1996
EXHIBIT 99.1
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
NURSE CARE, INC. AND SUBSIDIARY
MILFORD, CONNECTICUT
DECEMBER 31, 1994
<PAGE>
CONTENTS
INDEPENDENT AUDITOR'S REPORT.............................................Page 3
CONSOLIDATED FINANCIAL STATEMENTS:
Balance Sheet......................................................4
Statement of operations and Retained Earnings......................5
Statement of Cash Flows............................................6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................................7-11
INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED
SUPPLEMENTAL INFORMATION....................................................12
CONSOLIDATED SUPPLEMENTAL INFORMATION:
Schedule of Operating Expenses....................................13
-2-
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Nurse Care, Inc.
Milford, Connecticut
We have audited the accompanying Consolidated Balance Sheet of Nurse Care,
Inc. and Subsidiary as of December 31, 1994, and the related Consolidated
Statements of operations and Retained Earnings 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 financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Nurse Care,
Inc. and Subsidiary as of December 31, 1994, and the consolidated results of its
operation and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.
SIMIONE & SIMIONE
Hamden, Connecticut
May 12, 1995
-3-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
CONSOLIDATED BALANCE SHEET
December 31, 1994
-----------------
ASSETS
Current Assets:
Accounts Receivable, Less Allowance for
Doubtful Accounts of $325,000 $2,900,666
Recoverable Income Taxes 466,200
Prepaid Expenses 25,776
Deferred Income Taxes 110,500
------------------
Total Current Assets 3,503,142
Property and Equipment, Net 81,986
Other Assets 5,000
------------------
Total $3,590,128
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Cash Overdraft $ 99,135
Note Payable 993,000
Accounts Payable and Accrued Expenses 178,456
Accrued Payroll and Related Withholdings 326,448
Accrued Vacation 60,000
Estimated Third-Party Payor Settlements 900,586
------------------
Total Current Liabilities 2,557,625
------------------
Stockholder's Equity
Common Stock; Authorized 500 Shares, $100 Par Value,
10 Shares Issued and Outstanding 1,000
Additional Paid-in Capital 20,000
Retained Earnings 1,011,503
------------------
Total Stockholders' Equity 1,032,503
------------------
Total $3,590,128
==================
-4-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
For the Year Ended December 31, 1994
Net Patient Service Revenue $15,280,682
Operating Expenses 15,677,195
---------------------
Loss Before Other Income and Income Taxes (396,513)
Interest and Other Income 2,139
---------------------
Loss Before Income Taxes (394,374)
Recovery of Income Taxes 108,633
---------------------
Net Loss (285,741)
---------------------
Retained Earnings at Beginning of Year, as Previously Reported 1,583,769
Correction of Error (286,525)
---------------------
Retained Earnings at Beginning of Year, as Restated 1,297,244
---------------------
Retained Earning at End of Year $ 1,011,503
=====================
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
Cash Flows from Operating Activities:
Net Loss ($ 285,741)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:
Depreciation 36,393
Provision for Bad Debts 217,492
(Increase) Decrease in:
Accounts Receivable 258,521
Recoverable Income Taxes ( 466,200)
Prepaid Expenses ( 17,384)
Deferred Income Taxes ( 212)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses ( 99,988)
Accrued Payroll and Related Withholdings 28,618
Accrued Vacation 60,000
Estimated Third-Party Payor Settlements 724,121
Income Tax Payable ( 24,630)
------------------
Net Cash Provided by Operating Activities 330,990
------------------
Cash Flows from Investing Activities:
Purchases of Property and Equipment ( 61,048)
Proceeds from Sale of Property 116,823
Increase in Security Deposits ( 5,000)
------------------
Net Cash Provided by Investing Activities 50,775
------------------
Cash Flows from Financing Activities:
Proceeds from Line-of-Credit 8,842,933
Principal Payments on Line-of-Credit ( 9,217,933)
------------------
Net Cash used by Financing Activities ( 375,000)
------------------
Net Increase in Cash 6,765
Cash at Beginning of Year ( 105,900)
------------------
Cash at End of Year ( 99,135)
------------------
Supplemental Disclosure of Cash Flow Information:
Interest Paid $ 86,812
------------------
Estimated Income Tax Payments $ 208,443
------------------
There were no noncash investing and financing activities during the period.
The accompanying notes are an integral part of the financial statements.
-6-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1994
------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of Nurse Care,
inc. and its wholly-owned subsidiary New England Home Care, Inc. Significant
intercompany accounts and transactions are eliminated in consolidation.
Property and Equipment
----------------------
Property and equipment are recorded at cost. Maintenance and repairs are
charged to expense as incurred. When assets are sold or otherwise disposed of,
the cost and related accumulated depreciation are removed from the respective
accounts and the resulting gain or loss is reflected in operations.
Depreciation is computed generally on accelerated methods over the
estimated useful lives of the assets which range from three to seven years.
Net Patient Service Revenue
---------------------------
The Company has agreements with third-party payors that provide for
payments to the Company at amounts different from its established rates. Payment
arrangements include reimbursed costs, discounted charges and per diem payments.
Net patient service revenue is reported at the estimated net realizable amounts
from patients, third-party payors, and others for services rendered, including
estimated retroactive adjustments under reimbursement agreements with
third-party payors. Retroactive adjustments are accrued on an estimated basis in
the period the related services are rendered and adjusted in the period the
related services are rendered and adjusted in future periods as final
settlements are determined. (See Note 3)
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment at July 31, 1995 was as follows:
Office Furniture and Equipment $ 93,249
Computer Equipment 123,152
Leasehold Improvements 5,511
------------------
221,912
Less, Accumulated Depreciation 139,926
------------------
$ 81,986
==================
The accompanying notes are an integral part of the financial statements.
-7-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1994
NOTE 3 - ESTIMATED THIRD-PARTY PAYOR SETTLEMENTS
Estimated third-party payor settlements are primarily payable to Medicare
resulting from revising previously filed Medicare cost reports for the
twelve-month periods ended on June 30, 1993, 1994 and an estimated Medicare cost
report for the six months ended December 31, 1994.
Cost reports for the periods ended June 30, 1993 and 1994 was revised
because of the misuse of information that was available at the time of
preparation of the cost reports. (See Note 10)
The changes involved resulted in an additional liability of $773,075. The
estimated liability for the six months ended December 31, 1994 was $385,913.
In addition, there was a liability to Medicaid for $128,023 resulting from
excess payments recieved.
NOTE 4 - NOTE PAYABLE
As of December 31, 1994, New England Home Care, inc. had available a
$2,000,000 line-of-credit from a bank expiring July, 1995. Under the terms of
the agreement, interest on the outstanding balance is calculated based upon the
bank's base lending rates in effet during the borrowing term plus 1.5 percent
(10.0 percent at December 31, 1995). The note is secured by New England Home
Care, Inc.'s accounts receivable under 121 days old.
NOTE 5 - PENSION PLAN
Effective January 1, 1993, the Company adopted a 401(k) plan available to
all of its employees who have completed one year of service as defined by the
plan. Under the plan, participating employees may elect to defer 1% to 15% of
their compensation until their retirement.
As of December 31, 1994, the Company has not elected to make any
contributions to the plan.
NoTE 6 - INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Statement No. 109
requires deferred tax liabilities or assets to be recognized for the estimated
future tax effects attributable to temporary differences and carryforwards based
upon the provisions of the enacted tax law. Deferred tax assets
The accompanying notes are an integral part of the financial statements.
-8-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1994
Note 6 - (Cont'd.)
are reduced, if necessary, by the amount of any tax benefits that, based on
available evidence, are not expected to be realized. The cumulative effective of
adopting Statement No. 109 at the beginning of 1993 was $82,057 and is reported
as a separate item in the 1993 financial statements.
The components of the income tax provision (recovery) for the year ended
December 31, 1994 are as follows:
Current:
Federal ($112,221)
State 3,800
----------------
Total ( 108,421)
----------------
Deferred:
Federal ( 24,650)
State 24,438
----------------
Total ( 212)
----------------
Total Income Taxes ($108,633)
================
Reconciliation of the federal statutory rate to the Company's effective tax
rate is as follows:
Percent of Pretax
Amount Income
------------------ ------------------
Recovery of Federal Income Tax
at Statutory Rate ($134,087) (34.0%)
State Taxes, Net of Federal Tax
Effect 1,292 0.1%
Non-deductible Expenses 34,593 8.8%
Other ( 10,431) ( 2.4%)
------------ --------
($108,633) (27.5%)
============ ========
The accompanying notes are an integral part of the financial statements.
-9-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1994
NOTE 6 - (Cont'd.)
For state tax return purposes, Nurse Care, Inc. and subsidiary has
approximately $698,000 of net operating loss carryforwards as of December 31,
1994, which expire in the year 1999.
NOTE 7 - RELATED PARTY TRANSACTIONS
During 1994, the Company lease one of its locations from the Company's
shareholders. Rent expensed under this lease totaled $18,360 for the year ended
December 31, 1994.
NOTE 8 - LEASES
The Company lease office facilities at six locations expiring on various
dates through 1997.
The following is a schedule by year of approximate future minimum rental
payments as of December 31, 1994:
1995 $ 168,900
1996 $ 83,600
1997 $ 21,100
NOTE 9 - CONCENTRATIONS OF CREDIT RISK
The Company grants credit without collateral to its patients, most of whom
are insured under third-party payor agreements. The mix of receivables from
patients and third-party payor agreements was as follows:
Medicare 47%
Medicaid 19%
Private Insurance 5%
Private Pay and Other 29%
-------------
100%
=============
The accompanying notes are an integral part of the financial statements.
-10-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1994
NOTE 10 - CORRECTION OF ERROR
The Company had previously filed Medicare cost reports for the
reimbursement years ended on June 30, 1993 and 1994. Information that had
existed at that time was misused in calculating settlements based on costs and
allocation methods, as prescribed by Medicare regulations.
Adjustments made applicable to years prior to December 31, 1994 amounted to
$434,229 less estimated income taxes of $147,704, resulting in a net adjustment
of $286,525.
The accompanying notes are an integral part of the financial statements.
-11-
<PAGE>
INDEPENDENT AUDITOR'S REPORT ON
CONSOLIDATED SUPPLEMENTAL INFORMATION
-------------------------------------
Board of Directors
Nurse Care, Inc.
Milford, Connecticut
Our audit was made for the purposes of forming an opinion on the
basic financial statements taken as a whole. The additional data on page 13 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
SIMIONE & SIMIONE
Hamden, Connecticut
May 12, 1995
-12-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
Milford, Connecticut
CONSOLIDATED SCHEDULE OF OPERATING EXPENSES
For the Year Ended December 31, 1994
Salaries and Wages $11,919,985
Payroll Taxes 1,122,633
Employee Benefits 902,476
Transportation 258,412
Medical Supplies 77,217
Contracted Services 158,782
Postage 13,969
Telephone 163,364
Office Expense 260,513
Professional Fees 48,157
Dues and Subscriptions 14,383
Advertising 10,434
Printing 26,821
Space Occupancy 237,157
Equipment Rental 5,637
Insurance 36,049
Repairs and Maintenance 53,969
Conferences and Meetings 18,568
Property Taxes 6,832
Depreciation Expense 36,393
Interest Expense 86,812
Bad Debt Expense 217,492
Miscellaneous 1,140
-------------
Total Operating Expenses $15,677,195
=============
-13-
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, No. 33-61315, as filed with the Securities and Exchange
Commission on July 26, 1995 of our report dated May 12, 1995 with respect to
financial statements of Nurse Care, Inc. included in this Form 8-K.
SIMIONE, SIMIONE, SCILLA & LARROW LLC
Hamden, Connecticut
March 20, 1996
-14-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Consolidated Statement of Operations for the seven months ended
July 31, 1995 (unaudited) 1
Consolidated Statement of Operations for the twelve months ended
July 31, 1995 (unaudited) 2
Consolidated Balance Sheet as of July 31, 1995 (unaudited) 3
Consolidated Statement of Cash Flows for the seven month
ended July 31, 1995 (unaudited) 4
Notes to Consolidated Financial Statements 5
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
For the seven months ended July 31,
<TABLE>
<CAPTION>
1995 1994
----------- -----------
Unaudited
<S> <C> <C>
Net patient service revenue $9,423,709 $8,913,731
Operating expenses 8,987,290 9,145,030
----------- -----------
Income (loss) before other income and income taxes 436,419 (231,299)
----------- -----------
Interest and other income 11,174 1,248
----------- -----------
Income (loss) before income taxes 447,593 (230,051)
Provision (benefit) for income taxes 186,759 (63,369)
----------- -----------
Net income (loss) $260,834 ($166,682)
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-1-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
For the twelve months ended July 31, 1995
Unaudited
<TABLE>
<CAPTION>
<S> <C>
Net patient service revenue $15,790,660
Operating expenses 15,519,454
------------
Income before other income and income taxes 271,206
------------
Interest and other income 12,065
------------
Income before income taxes 283,271
------------
Provision for income taxes 141,495
------------
Net income $ 141,776
============
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
July 31, 1995
Unaudited
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash $ 616,672
Accounts receivable, less allowance for doubtful
accounts of $339,600 2,927,974
Recoverable income taxes 279,442
Prepaid expenses 6,815
Deferred income taxes 110,500
------------
Total current assets 3,941,703
Property and equipment, net 65,287
Other assets 6,954
------------
TOTAL $4,013,944
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $84,329
Accounts payable and accrued expenses 304,108
Accrued payroll and related withholdings 296,237
Accrued vacation 113,326
Estimated third-party payor settlements 1,871,650
------------
Total current liabilities 2,669,650
------------
Stockholders' equity:
Common stock: authorized 500 shares, $100 par value,
10 shares issued and outstanding 1,000
Additional paid-in capital 20,000
Retained earnings 1,323,294
------------
Total stockholders' equity 1,344,294
------------
TOTAL $4,013,944
============
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the seven months ended July 31, 1995
Unaudited
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $260,834
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 20,451
Provision for bad debts 14,600
Prior period adjustment 50,957
Changes in operating assets and liabilities:
(Increase) in accounts receivable (41,908)
Decrease in recoverable income taxes 186,758
Decrease in prepaid expenses 18,961
Increase in accounts payable and accrued
expenses 125,652
(Decrease) in accrued payroll and related
withholdings (30,211)
Increase in accrued vacation 53,326
Increase in estimated third-party settlements 971,064
----------
Net cash provided by operating activities 1,630,484
----------
Cash flows from investing activities:
Purchase of property and equipment (3,752)
(Increase) in security deposit (1,954)
-----------
Net cash (used in) investing activities (5,706)
-----------
Cash flows from financing activities:
Net reduction of line-of-credit (908,671)
INCREASE IN CASH 716,107
Cash - beginning of year (99,135)
-----------
CASH - END OF YEAR $ 616,972
===========
Supplemental disclosure of cash flow information:
Interest paid $2,938
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
NURSE CARE, INC. AND SUBSIDIARY
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) considered necessary for a fair presentation have
been included. For further information, refer to the consolidated financial
statements and footnotes thereto included on Form 8-K for the year ended
December 31, 1994.
-5-
EXHIBIT 99.2
<PAGE>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET
UNAUDITED
The following pro forma condensed combined balance sheet has been prepared
by combining the balance sheets of National Home Health Care Corp. (the
"Company") as of July 31, 1995 and Nurse Care, Inc. ("Nurse Care") as of July
31, 1995 adjusted by the pro forma items set forth below. The pro forma
combination has been made on the basis of the purchase by the Company in
accordance with the Stock Purchase Agreement dated August 4, 1995. The statement
should be read in conjunction with its notes and with the historical financial
statements of the Company and Nurse Care.
<TABLE>
<CAPTION>
The Company Nurse Care Pro Forma
July 31, 1995 July 31, 1995 Adjustments Pro Forma
------------- ------------- ------------- --------------
ASSETS
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $9,237,000 $ 617,000 ($3,150,000)(1) $ 6,704,000
Investments 553,000 553,000
Accounts receivable-net 5,338,000 2,928,000 8,266,000
Notes receivable 349,000 349,000
Income taxes receivable 72,000 280,000 352,000
Prepaid expenses and other assets 354,000 7,000 (63,000)(1) 298,000
Deferred Taxes 80,000 110,000 190,000
------------ ------------ ------------- --------------
Total current assets 15,983,000 3,942,000 (3,213,000) 16,712,000
Furniture, equipment and leasehold
improvements, net 445,000 65,000 510,000
Notes receivable - noncurrent 690,000 690,000
Restricted cash 260,000 260,000
Excess of cost over fair value, net 1,036,000 1,869,000(1) 2,905,000
Other intangible assets, net 342,000 342,000
Deposits and other assets 109,000 7,000 116,000
------------ ------------ ------------- --------------
TOTAL $18,865,000 $4,014,000 ($1,344,000) $21,535,000
============ ============ ============= ==============
</TABLE>
(continued)
-1-
<PAGE>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET
UNAUDITED
<TABLE>
<CAPTION>
The Company Nurse Care Pro Forma
July 31, 1995 July 31, 1995 Adjustments Pro Forma
------------- ------------- ------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 910,000 $ 798,000 $ 1,708,000
Capital lease obligations-current 27,000 27,000
Estimated third-party payor settlements 1,872,000 1,872,000
Total current liabilities 937,000 2,670,000 3,607,000
Capital lease obligations - noncurrent 14,000 14,000
------------ ------------ ------------- --------------
Total liabilities 951,000 2,670,000 3,621,000
------------ ------------ --------------
Stockholders' equity:
Common stock 6,000 2,000 (2,000)(1) 6,000
Additional paid-in capital 15,552,000 19,000 (19,000)(1) 15,552,000
Retained earnings 3,307,000 1,323,000 (1,323,000)(1) 3,307,000
Treasury stock (951,000) (951,000)
------------ ------------ ------------- --------------
Total stockholders' equity 17,914,000 1,344,000 (1,344,000) 17,914,000
------------ ------------ ------------- --------------
TOTAL $18,865,000 $ 4,014,000 ($1,344,000) $21,535,000
============ ============ ============= ==============
- -------------------------
(1) To record cash purchase price of
Nurse Care ($ 3,150,000)
==============
Purchase price $ 3,150,000
Fair value of net assets of Nurse Care (1,344,000)
Estimated costs of acquisition 63,000
--------------
Excess of cost over fair value of net
assets of business acquired $ 1,869,000
==============
</TABLE>
-2-
<PAGE>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
UNAUDITED
The following pro forma condensed combined statements of operations has
been prepared by combining the statement of operations of the Company with the
statement of operations of Nurse Care for the periods indicated, adjusted for
the items set forth in the notes below assuming the Acquisition took place at
the beginning of the period. These statements should be read in conjunction with
their notes and with the historical financial statements of the Company and
Nurse Care.
<TABLE>
<CAPTION>
Historical
---------------------------------
The Company Nurse Care
Twelve Months Twelve Months Twelve
ended ended Pro Forma Months
July 31, 1995 July 31, 1995 Adjustments Pro Forma
------------- ------------- -------------- ---------
<S> <C> <C> <C> <C>
Patient fee income $24,556,000 $15,791,000 $ 200,000(D) $40,547,000
Operating expenses:
Personnel costs 18,959,000 14,416,000 (250,000)(C) 33,125,000
General and administrative 3,286,000 1,104,000 4,390,000
Amortization of intangibles 169,000 93,000(B) 262,000
------------- -------------- ------------- -------------
Total operating expenses 22,414,000 15,520,000 (157,000) 37,777,000
------------- -------------- ------------- -------------
Income from operations 2,142,000 271,000 357,000 2,770,000
------------- -------------- ------------- -------------
Other income:
Interest income 410,000 12,000 (189,000)(A) 233,000
------------- -------------- ------------- -------------
Income from operations before taxes 2,552,000 283,000 168,000 3,003,000
------------- -------------- ------------- -------------
Provision for income taxes 1,126,000 141,000 104,000(E ) 1,371,000
------------- -------------- ------------- -------------
NET INCOME $ 1,426,000 $ 142,000 $ 64,000 $1,632,000
============= ============== ============= =============
Net income per share of common stock $0.30 $0.34
Weighted average shares outstanding 4,760,075 4,760,075
</TABLE>
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(A) Represents an adjustment of interest income based on a yield of 6% earned
on cash used for purchase of Nurse Care for $3,150,000.
(B) Represents amortization of excess of cost over fair value of assets
acquired over 20 years.
(C) Represents the reduction of compensation paid by Nurse Care to a selling
shareholder whose services were not retained by the Company.
(D) Represents the reimbursable benefit from third party payors based on the
allocation of home office costs of the Company to Nurse Care.
Home Office Costs of the Company $1,000,000
Third party reimbursement costs of
Nurse Care/Total company costs 20%
Additional revenue from third parties $200,000
(E) Represents 40% effective tax rate on Pro Forma adjustments.
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