<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1995
Commission File Number 0-7667
NURSECARE HEALTH CENTERS, INCORPORATED
PENNSYLVANIA
(State of Incorporation Or Organization)
23-1713211
(I. R. S. Employer Identification No.)
Three Station Square, Paoli, Pennsylvania 19301
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 610-644-4051
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 shorted 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 close of the period
covered by this report.
Class Outstanding At June 30, 1995
Common Stock, $.10 par value 536,571 shares
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Unaudited
ASSETS
<TABLE>
<CAPTION>
June 30, 1995 December 31
1994
<S> <C> <C>
Current Assets:
Unrestricted Cash and Cash Equivalents $ 388,826 $ 1,072,286
Restricted Cash - Escrow 115,000
122,951
Marketable Debt Securities 1,502,686
197,712
Accounts Receivable, Net of Allowance for
Doubtful Accounts (1995 $-0-; 1994 $-0-) 132,532 287,589
Notes Receivable, Current Portion - 975,00
0
Estimated Third-party Payor Settlements 167,903 -
Prepaid Expenses 406
4,394
Prepaid Income Taxes 162,961 5,215
___________ ___________
Total Current Assets 2,470,314
2,665,147
----------- -----------
Property and Equipment, at Cost
Furniture and Equipment 131,144 126,981
Less: Accumulated Depreciation (126,513)
(126,391)
----------- -----------
4,631 590
----------- -----------
Other Assets
Advances to Related Party 96,620 96,620
Notes Receivable, Less Current Portion 200,000 200,000
----------- -----------
296,620
296,620
----------- -----------
Total Assets $ 2,771,565 $
2,962,357
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Unaudited
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
June 30, 1995 December 31,
1994
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 216,266 $ 487,053
Accrued Expenses and Other Liabilities
Payroll Taxes 2,058 -
Real Estate Taxes and Other Taxes 59,906 57,986
Insurance 187,048
371,965
Other 151,997
44,216
Estimated Third-party Payor Settlements -
400,000
Income Taxes Payable 309,500 309,500
Deferred Taxes Payable 45,796
45,796
----------- -----------
Total Current Liabilities 972,571
1,716,516
----------- ----------
Stockholders' Equity (Deficiency)
Common Stock, $.10 par; Authorized
3,060,000 Shares; Issued 553,251 Shares 55,325 55,325
Additional Paid-in Capital 535,383 535,383
Retained Earnings (Deficit) 1,219,107
657,778
----------- -----------
1,809,815
1,248,486
Less: Treasury Stock, at Cost
(1995- 16,680 Shares and
1994 - 1,330 Shares) 10,821
2,645
----------- -----------
1,798,994
1,245,841
----------- -----------
Total Liabilities and Stockholders'
Equity (Deficiency) $ 2,771,565 $
2,962,357
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS
AND RETAINED EARNINGS
Unaudited
<TABLE>
<CAPTION>
SIX MONTHS ENDED
June 30, 1995 June 30,
1994
-------------- --------------
<S> <C> <C>
Discontinued Operations Revenue $ 150 $
2,760,773
----------- -----------
Cost of Operations - 2,060,206
General and Administrative Expenses 223,297 423,318
Provision for Uncollectible Amounts - 2,665
----------- -----------
223,297 2,486,189
----------- -----------
Income (loss) from Operations (223,147)
274,584
----------- -----------
Other Income (Expenses)
Interest Expense -
(125,889)
Interest Income 52,994 8,355
Net Effect of Liquidating Northwood 706,244 -
Gain (loss) Realized on Sale of
Marketable Debt Securities (9,739)
(1,566)
Unrealized Gain (Loss) on Marketable
Securities 34,977
(25,611)
----------- -----------
784,476
(144,711)
----------- -----------
Income (Loss) Before Provision
for Income Taxes 561,329
129,873
Provision for Income Taxes - -
----------- -----------
Net Income (Loss) 561,329
129,873
Retained Deficit, Beginning of Year 657,778
(1,056,124)
----------- -----------
Retained Deficit, End of Peroid $ 1,219,107 $ (926,251)
=========== ===========
Earnings (Loss) Per Share $ 1.03 $ .24
=========== ===========
Weighted Average Number of Common
Shares Outstanding 546,479
551,921
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF DISCONTINUED OPERATIONS
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED
June 30, 1995 June 30, 1994
-------------- --------------
<S> <C> <C>
Discontinued Operations Revenue $ 840,805 $ 1,501,701
----------- -----------
Cost of Operations - 1,092,440
Genreal and Administrative Expenses 268,491 88,180
Provision for Uncollectible Amounts - 1,392
----------- -----------
268,491 1,182,012
----------- -----------
Income (Loss) From Operations 572,314 319,689
----------- -----------
Other Income (Expenses)
Interest Expense - (63,147)
Interest Income 23,214 4,638
Gain (Loss) Realized on Sale of
Marketable Debt Securities - (1,566)
Unrealized Gain (Loss) on
Marketable Debt Securities 6,838 (9,289)
----------- -----------
30,052 (69,364)
----------- -----------
Income (Loss) Before Provision for
Income Taxes 602,366 250,325
Provision for Income Taxes - -
----------- -----------
Net Income (Loss) $ 602,366 $ 250,325
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
SIX MONTHS ENDED
June 30 1995 June 30
1994
------------- -------------
<S> <C> <C>
Cash Flows from Discontinued Operating Activities
Net Income (Loss) $ 561,329 $
129,873
----------- -----------
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided by (Used in) Discontinued
Operating Activities:
Depreciation and Amortization 122
87,622
Unrealized (Gain) Loss on Marketable
Debt Securities (34,977)
25,611
Loss on Sale of Investments 9,739
1,566
(Increase) Decrease in Assets:
Accounts Receivable 1,138,008
(208,167)
Estimated Third-party Payor Settlements (167,903)
298,340
Prepaid Expenses 3,988
(12,969)
Prepaid Income Taxes (157,746) -
Increase (Decrease) in Liabilities:
Accounts Payable (270,787) (320,154)
Accrued Expenses (73,158) 75,360
Estimated Third-party Payor Settlements (400,000) -
Income Taxes Payable - -
----------- -----------
Total Adjustments 47,286 (52,791)
----------- -----------
Net Cash Provided by (Used in) Discontinued
Operating Activities 608,615 77,082
----------- -----------
Cash Flows from Investing Activities:
Capital Expenditures (4,163) (14,690)
Other Receivables - 1,352
Purchases of Short-term Investments -
(178,686)
Proceeds at Maturity of Short-term Investments - 243,750
Purchase of Marketable Securities (1,360,572) (32,788)
Proceeds from Sale of Marketable Debt Securities 80,836 22,567
-----------
-----------
Net Cash Provided by (Used in) Investing Activities (1,283,899) 41,505
----------- -----------
Cash Flows from Financing Activities:
Purchase of Treasury Stock $ (8,176) $ -
Payments of Long-term Debt - (120,000)
Payments on Notes Payable -
(1,999)
----------- -----------
Net Cash (Used in) Financing Activities (8,176)
(121,999)
----------- -----------
Net Increase (Decrease in Unrestricted
Cash and Equivalents (683,460) (3,412)
Unrestricted Cash and Cash Equivalents
- Beginning of Year 1,072,286
122,235
----------- -----------
Unrestricted Cash and Cash Equivalents
- End of Quarter $ 388,826 $
118,823
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1995
Note 1 The Preceding financial information was prepared from
the books and records of the Company and includes all necessary
normal recurring adjustments for a fair presentation of the
results of operations on a basis consistent with the Company's
most recent annual certified financial statements filed with the
Commission for the preceding year ended December 31, 1994.
Note 2 The financial statements submitted in this report are
not prepared in conformity with generally accepted accounting
principles because the Company is not submitting all the
disclosures which are required by generally accepted accounting
principles.
Note 3 For more detailed information with respect to (1)
summary of significant accounting policies; (2) description of
business; (3) property and equipment and depreciation; (4)
investment, common stock of affiliate; (5) long-term debt; (6)
capital; (7) income taxes; and, (8) related party transactions,
see the notes to consolidated financial statements filed with
the Commission in the Company's annual Form 10-K for the year
ended December 31, 1994.
Note 4 The Company is not required to file Form 8-K to
report any unusual charges or credits to income during the most
recently completed quarter and the Company has not changed its
independent accountants.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
June 30, 1995
Prior to November 30, 1994 the Company operated two nursing
facilities with 210 bed capacity. Of the 210 beds, 148 were in
Philadelphia, Pennsylvania (Northwood) and 62 beds were in
Clinton Township, New Jersey (Union Forge). The Union Forge was
sold on February 7, 1990. From February, 1990 to November 30,
1994 only the Northwood was operational. On November 30, 1994
the Northwood was sold.
Following the sale, the Company is left with substantial cash
reserves remaining from which the Company is discharging the
remaining liabilities. The Company is wrapping up open issues
with the Pennsylvania Department of Public Welfare. During the
last six months the Company was successful in negotiating a
settlement with the Department of Public Welfare. This settlement
which was for prior years resulted in a recovery of $567,903.
In addition, the Company is collecting outstanding accounts
reveivables.
The sale of the nursing facilities is not a step
toward dissolution of the Company. The Company is looking into
new business opportunities of which it has started one new
company for consulting services to the long term care community.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED
SIGNATURE
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 fully authorized.
Date: August 11, 1995 _____________________________________
Diana J. Kerezsi, Assistant Secretary
Nursecare Health Centers, Inc.
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000073354
<NAME> NURSECARE HEALTH CENTERS, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 503,826
<SECURITIES> 1,502,686
<RECEIVABLES> 300,435
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,470,314
<PP&E> 131,144
<DEPRECIATION> 126,513
<TOTAL-ASSETS> 2,771,565
<CURRENT-LIABILITIES> 972,571
<BONDS> 0
<COMMON> 55,325
0
0
<OTHER-SE> 1,743669
<TOTAL-LIABILITY-AND-EQUITY> 2,771,565
<SALES> 0
<TOTAL-REVENUES> 794,365
<CGS> 0
<TOTAL-COSTS> 223,297
<OTHER-EXPENSES> 9,739
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 561,329
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 561,329
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 561,329
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 0
</TABLE>
