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Previous: BIOMERICA INC, 8-K, 1997-05-13 |
Next: OI CORP, DEFR14A, 1997-05-13 |
<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, 1997
----------------
Commission File Number 0-7667
--------
NURSECARE HEALTH CENTERS, INCORPORATED
--------------------------------------
PENNSYLVANIA 23-1712311
------------ ----------
(State of Incorporation Identification No.)
Or Organization) (I. R. S. Employer
Three Station Square, Suite 205, 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, 1997
Common Stock, $.10 par value 536,571 shares
Page 1
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Unaudited
ASSETS
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
-------- -----------
<S> <C> <C>
Current Assets:
Unrestricted Cash and Cash Equivalents $ 37,715 $ 162,957
Accounts Receivable, Net of Allowance
for Doubtful Accounts (1997 $-0-; 1996 $-0-) 1,078 --
Interest Receivable 6,092 15,429
Prepaid Expenses 9,863 3,905
---------- ----------
Total Current Assets 54,748 182,291
---------- ----------
Marketable Debt Securities 1,427,547 1,455,873
---------- ----------
Property and Equipment, at Cost
Furniture and Equipment 53,851 53,851
Less: Accumulated Depreciation (51,472) (51,193)
---------- ----------
2,379 2,658
---------- ----------
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 $1,781,294 $1,937,442
========== ==========
</TABLE>
See accompanying notes to financial statements.
Page 2
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Unaudited
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31 December 31
1997 1996
---- ----
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 210,683 $ 177,160
Accrued Expenses and Other Liabilities
Taxes 41,792 41,792
Insurance 187,048 187,048
Other 6,998 35,288
Income Taxes Payable 127,108 127,108
Deferred Taxes Payable 81,250 81,250
---------- ----------
Total Current Liabilities 654,879 649,646
---------- ----------
Stockholders' Equity
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 Gains (Losses) on Marketable Securities (163,766) (76,563)
Retained Earnings 710,294 784,472
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1,137,236 1,298,617
Less: Treasury Stock, at Cost (1997 & 1996 - 16,680 Shares) 10,821 10,821
---------- ----------
1,126,415 1,287,796
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Total Liabilities and Stockholders' Equity $1,781,294 $1,937,442
========== ==========
</TABLE>
See accompanying notes to financial statements.
Page 3
<PAGE>
NURSECARE HEALTH CENTERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
March 31 March 31
1997 1996
---- ----
<S> <C> <C>
Revenues $ 4,040 $ 17,833
--------- ---------
Cost of Operations and
General and Administrative 123,547 159,229
--------- ---------
Loss from Operations (119,507) (141,396)
--------- ---------
Other Income (Expenses)
Investment Income 40,997 19,560
Gain (loss) Realized on Sale of Marketable Debt Securities (1,746) 14,716
--------- ---------
39,251 34,276
--------- ---------
Income (Loss) Before Provision for Income Taxes (80,256) (107,120)
Provision for Income Taxes -- --
--------- ---------
Net Income (Loss) From Continuing Operations (80,256) (107,120)
Discontinued Operations 6,078 (15,611)
--------- ---------
Net Loss (74,178) $(122,731)
Retained Earnings Beginning of Year 784,472 818,424
--------- ---------
Retained Earnings, End of Quarter $ 710,294 $ 695,693
========= =========
Earnings (Loss) Per Share $ (.14) $ (.23)
========= =========
Weighted Average Number of Common Shares Outstanding 536,571 536,571
========= =========
</TABLE>
See accompanying notes to financial statements.
Page 4
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
[CAPTION]
<TABLE>
THREE MONTHS ENDED
----------------------------
March 31 March 31
1997 1996
---- ----
<S> <C> <C>
Cash Flows from Operating Activities
Net Loss $ (74,178) $(122,731)
---------- ----------
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by (Used in) Discontinued Operating Activities:
Depreciation and Amortization 279 279
(Gain) Loss Realized on Sale of Marketable Debt Securities 1,745 (14,716)
(Increase) Decrease in Assets:
Accounts Receivable (1,078) 66,130
Interest Receivable 9,337 18,848
Prepaid Expenses (5,958) 1,566
Increase (Decrease) in Liabilities:
Accounts Payable 33,523 1
Accrued Expenses (28,290) 17,211
Income Taxes Payable -- (79,661)
---------- ----------
Total Adjustments 9,558 9,658
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Net Cash Provided by (Used in) Operating Activities (64,620) (113,073)
---------- ----------
Cash Flows from Investing Activities:
Purchase of Marketable Securities (205,522) (402,187)
Proceeds from Sale of Marketable Debt Securities 144,900 499,007
---------- ----------
Net Cash Provided by (Used in) Investing Activities (60,622) 96,820
---------- ----------
Net Cash (Used in) Financing Activities -- --
---------- ----------
Net Increase (Decrease) in Unrestricted Cash and Equivalents (125,242) (16,253)
Unrestricted Cash and Cash Equivalents - Beginning of Year 162,957 108,205
---------- ----------
Unrestricted Cash and Equivalents - End of Quarter $ 37,715 $ 91,952
========== ==========
</TABLE>
See accompanying notes to financial statements.
Page 5
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1997
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, 1996.
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) nature of
organization and summary of significant accounting policies; (2)
marketable debt securities; (3) related party transactions; (4)
income taxes; (5) discontinued nursing facility operations; (6)
note receivable; (7) non compete agreement; (8) fair values of
financial instruments, 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, 1996.
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.
See accompanying notes to financial statements.
Page 6
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
March 31, 1997
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 exist of the 1996 and 1997
start up on 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.
Page 7
<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 9, 1997 ______________________________
James F. Hubbert, President
Nursecare Health Centers, Inc.
Page 8
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