WENDT BRISTOL HEALTH SERVICES CORP
10-Q, 1995-05-15
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         ------------------------------


For Quarter Ended March 31, 1995                  Commission file number 0-11656

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION

A Delaware Corporation                                     I.R.S. No. 22-1807533

              Two Nationwide Plaza, Suite 760, Columbus, Ohio 43215

                    Registrant's Telephone No. (614) 221-6000

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  / /
                                   
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

         EACH OF THE FOLLOWING CLASSES ARE REGISTERED ON THE AMERICAN STOCK
EXCHANGE.

<TABLE>
<CAPTION>

         Class                                   Outstanding at April 30, 1995
         -----                                   -----------------------------
<S>                                              <C>      
Common Stock, par value                                   6,219,758         
  $.01 per share

Common Stock Purchase Warrants                              414,538 (1)
</TABLE>


(1)  Upon exercise, represents 1,139,980 shares of The Wendt-Bristol Health
     Services Corporation.


<PAGE>   2

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
              FORM 10-Q        FOR THE QUARTER ENDED MARCH 31, 1995

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                                    I N D E X
<TABLE>
<CAPTION>

         Part I                                                                             PAGE NO.
         ------                                                                             --------
<S>                                                                                         <C>   
         Financial Statements:

              Consolidated Balance Sheets - December 31, 1994 and
              March 31, 1995 (Unaudited)                                                      3-4

              Consolidated Statements of Operations (Unaudited)
              Three Months Ended March 31, 1995 and 1994                                       5

              Consolidated Statements of Cash Flow (Unaudited)
              Three Months Ended March 31, 1995 and 1994                                      6-7

              Notes to Consolidated Financial Statements                                      8-9

              Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                                      10-12


         Part II
         -------

              Other Information                                                               13

              Signatures                                                                      13
</TABLE>

                                       2
<PAGE>   3

                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q        FOR THE QUARTER ENDED MARCH 31, 1995

                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                               AND SUBSIDIARIES             

                          CONSOLIDATED BALANCE SHEETS

                   AS AT MARCH 31, 1995 AND DECEMBER 31, 1994

                                     ASSETS

<TABLE>
<CAPTION>

                                                          March 31         December 31
                                                            1995              1994
                                                         -----------       -----------
                                                         (Unaudited)
<S>                                                      <C>               <C>        
Current assets:
   Cash                                                  $    81,695       $   182,042
                                                         -----------       -----------
   Restricted cash                                           245,313           407,616
                                                         -----------       -----------
   Receivables:
      Trade, net of allowance for doubtful
         accounts of $259,000 (March)
         and $ 250,000 (December)                          1,118,244           926,085
      Notes receivable                                        56,468            80,710
      Miscellaneous                                        1,701,389         3,380,655
                                                         -----------       -----------
                                                           2,876,101         4,387,450

   Inventories                                               455,945           586,395
   Prepaid expenses and other                                516,275           663,590
                                                         -----------       -----------
      Total current assets                                 4,175,329         6,227,093
                                                         -----------       -----------
Property, plant and equipment                             18,888,820        19,259,407
   Less: Accumulated depreciation and
      amortization                                        (5,107,167)       (4,974,847)
                                                         -----------       -----------
                                                          13,781,653        14,284,560
                                                         -----------       -----------
Investments and other assets:
   Investment in preferred stock, at cost                    -               3,000,000
   Notes and other receivables, net of current portion       635,099           644,084
   Notes receivable from officers, employees and
      related parties, net of amounts payable                807,746           242,112
   Life insurance premiums receivable                        322,501           300,789
   Excess of cost over assets of businesses
      and subsidiaries acquired, less amortization           503,986           507,540
   Deferred charges                                          911,502           871,162
   Other assets                                              180,992           430,701
                                                         -----------       -----------
      Total investments and other assets                   3,361,826         5,996,388
                                                         -----------       -----------
                                                         $21,318,808       $26,508,041
                                                         ===========       ===========  
</TABLE>
                                                          
                                  (Continued)

The accompanying notes are an integral part of the financial statements.


                                        3

<PAGE>   4

                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q        FOR THE QUARTER ENDED MARCH 31, 1995

                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                               AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (Continued)

                   AS AT MARCH 31, 1995 AND DECEMBER 31, 1994

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                       March 31         December 31
                                                         1995              1994
                                                      -----------       -----------
                                                      (Unaudited)
<S>                                                   <C>               <C>        
Current liabilities:
   Securitization program advances                    $   200,000       $   478,500
   Accounts payable                                     2,685,402         3,003,115
   Accrued expenses and other liabilities:
      Salaries and wages                                  397,761           356,238
      Taxes, other than federal income taxes            1,040,958           981,895
      Interest                                             93,440           117,046
      Other                                             1,310,334         1,753,861
   Long-term obligations classified as current          2,632,390         3,451,989
   Federal income taxes payable                           276,000           320,000
                                                      -----------       -----------
      Total current liabilities                         8,636,285        10,462,644

Long-term obligations, less amounts classified
   as current                                           7,744,800         7,964,568
                                                      -----------       -----------
      Total liabilities                                16,381,085        18,427,212
                                                      -----------       -----------
Minority interests                                        267,185           881,282
                                                      -----------       -----------
Stockholders' equity:
   Common stock: $.01 par;
      authorized: 12,000,000 shares; 
      issued: 8,243,480 shares (March)
      and 8,240,730 (December)                             82,435            82,407
   Capital in excess of par                            10,274,974        10,311,509
   Retained earnings (deficit)                         (3,144,855)       (3,089,543)
                                                      -----------       -----------
                                                        7,212,554         7,304,373
   Treasury stock, at cost, 2,023,722 shares (March)
      and 45,486 shares (December)                     (2,542,016)         (104,826)
                                                      -----------       -----------
         Total stockholders' equity                     4,670,538         7,199,547
                                                      -----------       -----------
                                                      $21,318,808       $26,508,041
                                                      ===========       ===========
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                        4
<PAGE>   5



                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
            FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995

                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994

                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                            Three Months ended March 31,
                                                            -----------------------------
                                                               1995               1994
                                                            ----------         ----------
<S>                                                         <C>                <C>       
Revenues: 
   Net sales                                                $  676,647         $  911,067
   Service income                                            4,536,382          3,818,474
                                                            ----------         ----------
                                                             5,213,029          4,729,541
                                                            ----------         ----------
Costs and expenses:
   Cost of sales                                               491,058            646,169
   Selling, general and administrative
      expenses, net                                          4,190,555          3,599,548
                                                            ----------         ----------
                                                             4,681,613          4,245,717
                                                            ----------         ----------
Operating income before depreciation                           531,416            483,824

Depreciation                                                   305,208            283,935
                                                            ----------         ----------
Operating income                                               226,208            199,889
                                                            ----------         ----------
Other income (expense):
   Minority interests in (earnings) losses, net                  1,178             (4,538)
   Interest expense                                           (305,494)          (311,120)
   Gain on sale of stock of subsidiaries                       -                   43,608
   Gain on sale of investments                                 -                   92,498
   Other, net                                                   22,796             86,676
                                                            ----------         ----------
                                                              (281,520)           (92,876)
                                                            ----------         ----------
Income (loss)  before income taxes                             (55,312)           107,013

Income tax provision                                           -                  (54,000)
                                                            ----------         ----------
Net income (loss)                                           $  (55,312)        $   53,013
                                                            ==========         ==========



Income (loss) per common share                              $    (0.01)        $     0.01
                                                            ==========         ==========
Weighted average shares outstanding                          7,551,805          8,141,796
                                                            ==========         ==========
</TABLE>




The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>   6



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
           FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994

                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                  Three Months ended March 31,
                                                                                -------------------------------      
                                                                                    1995               1994
                                                                                ------------         ----------
<S>                                                                             <C>                  <C>       
 Cash flows from operating activities: 

    Net income (loss)                                                           $    (55,312)        $   53,013
                                                                                ------------         ----------
    Adjustments required to reconcile net income
       to net cash provided by operating activities:
          Amortization, depreciation and other, net                                  308,762            290,307
          Gain on sale of stock of subsidiary                                         -                 (43,608)
          Minority interest in earnings of consolidated subsidiaries                  (1,178)             4,538
          Changes in assets and liabilities, exclusive of 
              assets sold (Note 4):
             Receivables                                                            (217,561)           418,727
             Merchandise inventories                                                   3,747              8,277
             Prepaid expenses and other current assets                               118,806            (27,670)
             Accounts payable                                                       (269,089)           (68,613)
             Accrued expenses and other liabilities                                 (253,806)           (22,329)
             Federal income taxes payable                                            (44,000)            50,000
             Deferred charges and other                                              (31,413)            11,217
                                                                                ------------         ----------
    Total adjustments                                                               (385,732)           620,846
                                                                                ------------         ----------
 Net cash provided by (used in) operating activities                                (441,044)           673,859
                                                                                ------------         ----------
 Cash flows from investing activities:
    Decrease in notes receivable                                                      33,227             33,552
    Collection of miscellaneous receivable                                         1,700,000            -      
    Receipts from (advances to) related parties
       and former affiliates, net                                                    (68,333)           (21,789)
    Utilization of or (deposit to) restricted cash                                   162,303             (2,400)
    Capital expenditures                                                             (42,383)          (111,039)
                                                                                ------------         ----------
 Net cash provided by (used in) investing activities                               1,784,814           (101,676)
                                                                                ------------         ----------
 Cash flows from financing activities:
    Termination distribution to real estate limited partners                        (130,000)           -      
    Other distributions to limited partners, net                                     -                   (4,500)
    Proceeds from stock offering of subsidiary                                       -                  102,397
    Proceeds from warrants exercised                                                   3,750            -      
    Principal payments of long-term obligations                                   (1,039,367)          (271,011)
    Net payments to securitization program                                          (278,500)          (350,000)
                                                                                ------------         ----------
 Net cash used in financing activities                                            (1,444,117)          (523,114)
                                                                                ------------         ----------
 Net increase (decrease) in cash                                                    (100,347)            49,069

 Cash at beginning of period                                                         182,042            309,820
                                                                                ------------         ----------
 Cash at end of period                                                          $     81,695         $  358,889
                                                                                ============         ========== 
</TABLE>

                                 (Continued)

 The accompanying notes are an integral part of the financial statements.

                                        6
<PAGE>   7



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
           FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                  Three Months ended March 31,
                                                                                -------------------------------
                                                                                   1995                 1994
                                                                                ------------         ----------
<S>                                                                             <C>                  <C>       
 Supplemental disclosures of cash flow information
    Cash paid during the three months for:
       Interest                                                                 $    329,100         $  327,262
       Income taxes                                                             $     44,000         $    1,600

 Supplemental disclosures of noncash
 investing and financing activity:
    A subsidiary of the Company has reached an agreement in
    principle to sell the operating assets, net of associated liabilities
    to a related party in exchange for an interest bearing note. (Note 4)
       Increase in notes receivable from officers, employees 
          and related parties, net of amounts payable:
             Note arising in transaction                                        $    574,949
             Other                                                                   (55,936)
       Decrease in accounts payable                                                   48,624
       Decrease in accrued expenses and other liabilities                             83,006
       Decrease in trade and miscellaneous receivables                                (4,668)
       Decrease in inventories                                                      (126,703)
       Decrease in prepaid expenses and other current assets                         (38,409)
       Decrease in property, plant and equipment, net                               (240,079)
       Decrease in deferred charges                                                     (500)
       Decrease in other assets                                                     (240,284)

    Common stock of the Company (2,000,000 shares) and common
    stock of a subsidiary (300,000 shares) were exchanged for 30,000
    shares of preferred stock, par value $100 per share, owned by the
    Company in Life Holdings, Inc.
       Decrease in investment in preferred stock, at cost                       $ (3,000,000)
       Decrease in minority interests                                                512,653
       Increase in treasury stock                                                  2,487,347

    A partnership, of which a subsidiary of the Company is the
    managing general partner, refinanced a mortgage on its Diagnostic
    and Radiology Center building and has capitalized certain costs
    relating to the transaction.
       Increase in deferred charges                                                                  $    9,735
       Increase in long-term obligations                                                                 (9,735)

    A subsidiary of the Company incurred costs for the construction
    of an Alzheimer's and related disorders facility with draws
    against a HUD-insured financing agreement.
       Increase in property, plant and equipment                                                     $  424,500
       Increase in long-term obligations                                                               (424,500)
</TABLE>

 The accompanying notes are an integral part of the financial statements.

                                        7




<PAGE>   8



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.  MANAGEMENT'S REPRESENTATION

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal adjustments and
recurring accruals) necessary to present fairly The Wendt-Bristol Health
Services Corporation ("Wendt-Bristol" or "Company") and subsidiaries
consolidated financial position as at March 31, 1995 and December 31, 1994 and
the consolidated results of its operations for the three months ended March 31,
1995 and 1994 as well as the cash flows for the respective three months. The
results of operations for any interim period are not necessarily indicative of
results for the full year. These financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
Wendt-Bristol Annual Report filed as Form 10-K for the year ended December 31,
1994, which is hereby incorporated by reference.

2.  INCOME TAXES

Effective January 1, 1992, the Company implemented the provisions of SFAS No.
109, which modified the requirements of previously issued SFAS No. 96. As a
result, the Company recorded a deferred tax liability, a deferred tax asset and
a valuation allowance against the deferred tax assets, resulting in a net
deferred tax asset of $94,860 at December 31, 1994. The first quarter expense
for income taxes consists of the following:

<TABLE>
<CAPTION>

                                            Three months ended March 31,
                                            ----------------------------
                                               1995             1994         
                                            ------------    ------------                       
<S>                                         <C>             <C>       
Federal Income Taxes:
   Current expense                          $        -      $   55,000
   Deferred benefit                                  -          (5,000)

State and local taxes:
  Current expense                                    -           4,000
                                                            ----------
Total tax expense                           $        -      $   54,000
                                                            ==========  
</TABLE>

Through December, 1992 the Wendt-Bristol Diagnostics Company, ("WBDC") was a
wholly-owned subsidiary of the Company. As such it was included in the
consolidated Federal income tax return of the Company. Ownership of WBDC has
been reduced to less than 80% as a result of sales of its common stock by the
Company; therefore, WBDC can no longer be included in the Company's consolidated
tax returns. WBDC has been required to file separate returns since

                                       8
<PAGE>   9



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995
  
                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.  INCOME TAXES CONT'D.

January 1, 1993. On a separate return basis there is no WBDC tax provision
required for the three months ended March 31, 1995 while a provision of
approximately $53,200 was recorded for the three months ended March 31, 1994. At
March 31, 1995, subsequent to the acquisition of 300,000 shares of WBDC as
indicated below, the Company owned 79.3% of WBDC.

3.  STOCKHOLDERS' EQUITY

Reference is hereby made to Note 14 of the Company's Annual Report and Form 10-K
for the year ended December 31, 1994 concerning the March 1995 sale of its
investment in Preferred Stock in exchange for two million shares of the
Company's common stock and three hundred thousand shares of common stock of
Wendt-Bristol Diagnostics Company.

At March 31, 1995 there were 414,538 Common Stock purchase warrants outstanding,
exercisable at $3.75 per warrant. Each warrant, upon exercise, provides two and
three quarters (2 3/4) shares of the Company's common stock and a Series II
warrant (issuable upon completion of appropriate Securities and Exchange
Commission filings) exercisable for two shares at $3.00/share. The Warrants'
expiration dates, as amended by the Board of Directors in April 1995, are May 1,
1996 for the initial Warrant and May 1, 1997 for the Series II Warrants. There
were 1,000 warrants exercised during the three months ended March 31, 1995.

Earnings per share were computed using the weighted average number of shares
outstanding (net of Treasury shares) during each period. The common stock
equivalents (warrants and options) are anti-dilutive, thereby yielding similar
primary and fully diluted per share amounts.

4.  SALE OF ASSETS OF SUBSIDIARY

The Company has reached an agreement in principle with MHK Corp., a company
owned by certain of its officers and directors, for the sale, effective January
1, 1995, of the operating assets of a subsidiary's retail liquor store and two
lounges in Palm Beach County, Florida. Terms of the sale include a purchase
price equivalent to the net book value of the assets (no gain or loss to be
recognized) which at January 1, 1995 was approximately $575,000, as adjusted for
certain 1995 transactions. An interest-bearing 9% note will be executed
providing for interest only for the first year and level payments thereafter.

                                      9
<PAGE>   10



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995

                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOTE:  REFERENCE SHOULD BE MADE TO THE NOTES TO CONSOLIDATED FINANCIAL 
STATEMENTS HEREIN.

FINANCIAL CONDITION

Management believes that the Company's financial condition has been strengthened
through the concentration of efforts to develop its Health Care Services
business. As a result of the emphasis on health services, rather than
manufacture or distribution, Management believes that the Company has
established a focused growth plan that is evidenced by the increase in operating
earnings for the first quarter, exclusive of the new Alzheimer's Center, before
interest, depreciation and other items from $483,824 (1994) to $609,678 (1995).
It should be noted that the 1995 quarter included the results of the Alzheimer's
and related disorders facility in Columbus, Ohio which opened in October 1994.
As to be expected with any startup of a business, this special-needs nursing
facility had initial costs that had to be absorbed approximating $300,000 in
1994 and $190,000 in the first quarter of 1995. However, occupancy in the first
quarter of 1995 reached approximately 90%, with the expectation of reaching
capacity in the second quarter, for which results will now favorably impact the
Company's expansion, profit and cash flows.

In addition to the aforementioned, the mortgage on the Company's New Jersey
property related to its former manufacturing division (approximate balance at
March 31, 1995 of $1,727,000) had been classified as current due to a balloon
payment due in October, 1995. However, Management believes, based upon
preliminary discussions, that it will achieve either an extension or refinancing
of the existing mortgage.

Working capital decreased approximately $225,000 during the three months
declined approximately $2,052,000, primarily as a result of the collection of
approximately $1,700,000 of other receivables, current liabilities declined
approximately $1,826,000. The decline in current liabilities consisted mostly of
a decrease in the current portion of long-term debt of approximately $820,000,
with other substantial decreases in securitization program advances ($279,000),
accounts payable($318,000), and other liabilities($444,000). ended March 31,
1995. While current assets declined approximately $2,052,000, primarily as a
result of the collection of approximately $1,700,000 of other receivables,
current liabilities declined approximately $1,826,000. The decline in current
liabilities consisted mostly of a decrease in the current portion of long-term
debt of approximately $820,000, with other substantial decreases in
securitization program advances ($279,000), accounts payable($318,000), and
other liabilities($444,000).

                                       10
<PAGE>   11





                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995
  
                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

During the initial stage of the startup of the Alzheimer's Center, the Company
has experienced the expected adverse cash impact as a result of the need for
staffing at disproportionate levels during the period of orderly introduction of
patients to the facility as well as the expected processing delays attributable
to Medicaid reimbursement. However, as indicated above, the facility has
achieved approximately 90% occupancy in the first quarter of 1995 and therefore
is projected to be a contributor of both cash and profits to the Company in
1995.

The Company is obtaining additional imaging techniques such as angiography and
fluoroscopy, during 1995, at the Diagnostic and Radiology Center operated by a
limited partnership of which a subsidiary is general partner. The costs of such
additional equipment, approximately $800,000, will be financed through the
Partnership by respective vendor programs.

Additionally, management is currently reviewing its existing financing in order
to secure a payment schedule that can be modified to provide a less aggressive
timeframe for repayment of its debt. Examples are the mortgage on its New Jersey
facility (leased to the buyer of its former manufacturing division) which has a
balloon payment due in October, 1995 as well as the obligations related to its
"state of the art" high-technology equipment which retains high value.
Management believes the Company has collateral values that will enable cost
savings as well as reduced debt service. It should also be noted that despite
having experienced cash flow difficulties from time to time, as in the
circumstances indicated above, the Company has diligently strived to maintain
good working relationships with its vendors and landlords.

Management further believes the present resources available and anticipated
through profitable operations will meet anticipated requirements for financing
the growth of the business. There are no further material commitments for
capital expenditures.

                                       11
<PAGE>   12



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995
  
                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS 1995-1994

Consolidated revenues from operations for the three months ended March 31, 1995
increased approximately $483,000 over the same period in 1994. Net sales
decreased approximately $234,000, due mostly to the disposition of the liquor
operations effective as of January 1, 1995 (see Note 4), while service revenues
increased approximately $718,000 over 1994. The newly opened Alzheimer's Center
contributed approximately $511,000 of the increase, while revenues at the
Diagnostics Center increased approximately $181,000 over the same period in
1994.

Cost of sales for the three months ended March 31, 1995 declined approximately
$155,000 as compared to 1994, primarily from the disposition of the liquor
operations. Gross margin of 27.4% in 1995 compared to 29.1% in 1994; the 1995
margin, exclusive of the effects of contractual allowances associated to DME
sales, was 29.6%.

Selling, general, and adminstrative expenses increased approximately $591,000 in
1995 over the same period in 1994, mostly attributable to $589,000 of additional
expenses from the newly- opened Alzheimer's Center, with slight expense
increases at other operations offset by a decrease in expenses from the disposal
of the retail liquor operations.

Operating income for the quarter increased approximately $26,000 or 13.2% for
1995 as compared to 1994. Excluding the Alzheimer's Center, operating income
increased approximately $130,000 or 65.2% for the three months ended March 31,
1995 as compared to 1994.

Interest expense  decreased  approximately  $6,000 for the three months ended
March 31, 1995 as compared to the same period in 1994.

Earnings before income taxes, exclusive of the results of the newly-opened
Alzheimer's facility, were $63,300 in the March 1995 quarter as compared to
$107,000 in the March 1994 quarter. However, 1994 results included non-recurring
profits of $136,000 from the sales of stock of a subsidiary and a stock
investment.

                                       12
<PAGE>   13



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
             FORM 10-Q          FOR THE QUARTER ENDED MARCH 31, 1995
  
                            PART II OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibit 27 - Financial Data Schedule

(b)      Reports on Form 8-K - Reference is hereby made to the Company's
         Form 8-K dated March 2, 1995 concerning the sale of the Company's
         investment in Preferred Stock of Life Holdings, Inc.

                              --------------------------------
                                   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 thereunto duly authorized.

                                   THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                                   (Registrant)

         May 12, 1995               By:     /s/ Sheldon A. Gold
                                            -------------------
                                            Sheldon A. Gold
                                            President
                                            (Principal Executive, Financial and
                                             Accounting Officer)

         May 12, 1995               By:      /s/ Charles R. Cicerchi
                                             -----------------------
                                             Charles R. Cicerchi
                                             Vice-President, Finance

                                       13





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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         327,008
<SECURITIES>                                         0
<RECEIVABLES>                                1,377,244
<ALLOWANCES>                                 (259,000)
<INVENTORY>                                    455,945
<CURRENT-ASSETS>                             4,175,329
<PP&E>                                      18,888,820
<DEPRECIATION>                             (5,107,167)
<TOTAL-ASSETS>                              21,318,808
<CURRENT-LIABILITIES>                        8,636,285
<BONDS>                                      7,744,800
<COMMON>                                        82,435
                                0
                                          0
<OTHER-SE>                                   4,588,103
<TOTAL-LIABILITY-AND-EQUITY>                21,318,808
<SALES>                                        676,647
<TOTAL-REVENUES>                             5,213,029
<CGS>                                          491,058
<TOTAL-COSTS>                                  491,058
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             305,494
<INCOME-PRETAX>                               (55,312)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (55,312)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (55,312)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

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