<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 March 31, 1996
Commission File Number 0-7667
NURSECARE HEALTH CENTERS, INCORPORATED
PENNSYLVANIA
(State of Incorporation Or Organization)
23-1712311
(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 March 31, 1996
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>
March 31, December 31,
1996 1995
<S> <C> <C>
Current Assets:
Unrestricted Cash and Cash Equivalents $ 91,952 $ 108,205
Restricted Cash - Escrow 121,546 121,546
Accounts Receivable, Net of Allowance for
Doubtful Accounts (1996 $-0-; 1995 $-0-) 60,392 126,522
Notes Receivable, Current Portion - -
Interest Receivable 15,719 34,567
Prepaid Expenses 3,610 5,176
___________ ___________
Total Current Assets 293,219 396,016
----------- -----------
Marketable Debt Securities 1,458,901 1,642,097
----------- -----------
Property and Equipment, at Cost
Furniture and Equipment 53,851 131,144
Less: Accumulated Depreciation (50,359) (127,373)
----------- -----------
3,492 3,771
----------- -----------
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 $ 2,052,232 $ 2,338,504
=========== ===========
</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>
March 31, December 31,
1996 1995
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 186,211 $ 186,210
Accrued Expenses and Other Liabilities
Payroll 5,866 6,007
Real Estate Taxes and Other Taxes 75,916 45,765
Insurance 187,048 187,048
Other 138,560 151,359
Income Taxes Payable 130,079 209,740
Deferred Taxes Payable 81,250 81,250
----------- -----------
Total Current Liabilities 804,930 867,379
----------- -----------
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
Unrealized Gain (Loss) on Marketable
Securities (28,278) 72,814
Retained Earnings (Deficit) 695,693 818,424
----------- -----------
1,258,123 1,481,946
Less: Treasury Stock, at Cost
(1996- 16,680 Shares and
1995 -16,680 Shares) 10,821 10,821
----------- -----------
1,247,302 1,471,125
----------- -----------
Total Liabilities and Stockholders'
Equity (Deficiency) $ 2,052,232 $ 2,338,504
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31, March 31,
1996 1995
-------------- --------------
<S> <C> <C>
Revenue $ 17,833 $ 51
----------- -----------
Cost of Operations - -
General and Administrative Expenses 159,229 97,628
----------- -----------
Income (loss) from Operations (141,396) (97,577)
----------- -----------
Other Income (Expenses)
Interest Expense - -
Investment Income 19,560 30,476
Gain (loss) Realized on Sale of
Marketable Debt Securities 14,716 (9,739)
Unrealized Gain (Loss) on Marketable
Securities - 28,139
----------- -----------
34,276 48,876
----------- -----------
Income (Loss) Before Provision
for Income Taxes (107,120) (48,701)
Provision for Income Taxes - -
----------- -----------
Net Income (Loss) From Continuing Operations (107,120) (48,701)
Discontinued Operations
Gain (Loss) on Disposed of Nursing
Facility - (Net of Income Taxes) (15,611) 7,664
----------- -----------
Net Income (Loss) (122,731) (41,037)
===========
Retained Earnings, Beginning of Year 818,424
-----------
Retained Earnings, End of Quarter $ 695,693
===========
Earnings (Loss) Per Share $ (.23)
===========
Weighted Average Number of Common
Shares Outstanding 536,571
===========
</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>
THREE MONTHS ENDED
March 31, March 31,
1996 1995
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) $ (122,731) $ (41,037)
----------- -----------
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by (Used in)
Operating Activities:
Depreciation and Amortization 279 61
(Gain) Loss Realized on Sale of
Marketable Debt Securities (14,716) 9,739
Unrealized (Gain) Loss on Marketable
Debt Securities - (28,139)
Interest Receivable 18,848 -
(Increase) Decrease in Assets:
Accounts Receivable 66,130 1,103,511
Prepaid Expenses 1,566 3,463
Increase (Decrease) in Liabilities:
Accounts Payable 1 (273,897)
Accrued Expenses 17,211 365,426
Income Taxes Payable (79,661) (309,500)
----------- -----------
Total Adjustments 9,658 870,664
----------- -----------
Net Cash Provided by (Used in)
Operating Activities (113,073) 829,627
----------- -----------
Cash Flows from Investing Activities:
Capital Expenditures - (3,392)
Other Receivables - -
Purchase of Marketable Securities (402,187) (1,360,572)
Proceeds from Sale of Marketable Debt Securities 499,007 80,836
----------- -----------
Net Cash Provided by (Used in) Investing Activities 96,820 (1,283,128)
----------- -----------
Net Cash (Used in) Financing Activities - -
----------- -----------
Net Increase (Decrease) in Unrestricted
Cash and Equivalents (16,253) (453,501)
Unrestricted Cash and Cash Equivalents
- Beginning of Year 108,205 1,072,286
----------- -----------
Unrestricted Cash and Cash Equivalents
- End of Quarter $ 91,952 $ 618,785
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31. 1996
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, 1995.
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, 1995.
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
March 31, 1996
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.
The Company has been wrapping up the discontinued operating
affairs of the Northwood. The continuing operations primarily
consists of the 1995 and 1996 start up of The Pinnacle Healthcare
Group, Inc. The Company has been concentrating its efforts in
marketing and developing of this new venture. The Pinnacle
Healthcare Group, Inc. is a long term care consulting firm
dedicated to helping long term care facilities achieve regulatory
compliance by providing the highest level of quality care through
education and staff awareness.
The Company has settled the suits with Continental Insurance Co.
of New York and AIA Administrator, Donald Wert wherein the Company
received settlement moneys to end the dispute. The Company is in
settlement discussion with Realty-Vest Financial Corp. to finalize
the action the Company filed aand Reality-Vest counterclaim against
the Company. Management continues to believe it will prevail
against Realty-Vest with no liability to the Company.
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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: May 10, 1996 _____________________________________
Diana J. Kerezsi, Corporate Secretary
Nursecare Health Centers, Inc.
-8-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000073354
<NAME> NURSECARE HEALTH CENTERS, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 213,498
<SECURITIES> 1,458,901
<RECEIVABLES> 260,392
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 293,219
<PP&E> 3,492
<DEPRECIATION> 279
<TOTAL-ASSETS> 2,052,232
<CURRENT-LIABILITIES> 804,930
<BONDS> 0
<COMMON> 55,325
0
0
<OTHER-SE> 1,191,977
<TOTAL-LIABILITY-AND-EQUITY> 2,052,232
<SALES> 0
<TOTAL-REVENUES> 17,833
<CGS> 0
<TOTAL-COSTS> 159,229
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (122,731)
<INCOME-TAX> 0
<INCOME-CONTINUING> (107,120)
<DISCONTINUED> (15,611)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (122,731)
<EPS-PRIMARY> (.23)
<EPS-DILUTED> 0
</TABLE>
