|
|
|
|
|
|
|
|
|
|
|
|
|
<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 September 30, 1997
------------------
Commission File Number 0-7667
------
NURSECARE HEALTH CENTERS, INCORPORATED
--------------------------------------
PENNSYLVANIA 23-1712311
------------ ----------
(State of Incorporation Or Organization) (I. R. S. Employer Identification No.)
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 September 30, 1997
Common Stock, $.10 par value 436,514 shares
Page 1
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Unaudited
ASSETS
<TABLE>
<CAPTION>
September 30 December 31
1997 1996
---- ----
<S> <C> <C>
Current Assets:
Unrestricted Cash and Cash Equivalents $ 53,213 $ 162,957
Accounts Receivable - -
Interest Receivable 2,166 15,429
1,954 3,905
Total Current Assets --------- -----------
57,333 182,291
--------- -----------
Marketable Debt Securities 1,387,332 1,455,873
--------- -----------
Property and Equipment, at Cost
Furniture and Equipment 53,851 53,851
Less: Accumulated Depreciation (52,030) (51,193)
--------- -----------
1,821 2,658
--------- -----------
Other Assets
Advances to Related Party 96,620 96,620
Notes Receivable, Less Current Portion - 200,000
--------- -----------
96,620 296,620
--------- -----------
Total Assets $1,543,106 $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>
September 30 December 31,
1997 1996
---- ----
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 173,162 $ 177,160
Accrued Expenses and Other Liabilities
Taxes 41,792 41,792
Insurance 187,048 187,048
Other 45,533 35,288
Income Taxes Payable 118,278 127,108
Deferred Taxes Payable 81,250 81,250
------------- -------------
Total Current Liabilities 647,063 649,646
------------- -------------
Stockholders' Equity
Common Stock, $.10 par; Authorized 3,060,000 Shares;
Issued 436,514 Shares 43,651 55,325
Additional Paid-in Capital 235,883 535,383
Unrealized Losses on Marketable Securities (14,967) (76,563)
Retained Earnings 631,476 784,472
------------- -------------
896,043 1,298,617
Less: Treasury Stock, at Cost (1996 - 16,680 Shares) - (10,821)
------------- -------------
896,043 1,287,796
------------- -------------
Total Liabilities and Stockholders' Equity $ 1,543,106 $ 1,937,442
============= =============
</TABLE>
See accompanying notes to financial statements.
Page 3
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS
Unaudited
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
----------------- ------------------
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 9,030 $ 18,011 3,130 -
------------ ------------ ------------ -------------
Cost of Operations 57,938 - 57,938 -
General and Administrative Expenses 255,349 400,207 32,910 123,751
------------ ------------ ------------ -------------
313,287 400,207 90,848 123,751
------------ ------------ ------------ -------------
Income (Loss) From Operations (304,257) (382,196) (87,718) (123,751)
------------ ------------ ------------ -------------
Other Income (Expenses)
Interest Expense - (1,803) - -
Interest Income 136,290 131,813 44,050 34,717
Gain (Loss) Realized on Sale of Marketable
Debt Securities (39,970) 22,264 (2,235) 3,073
------------ ------------ ------------ -------------
96,320 152,274 41,815 37,790
------------ ------------ ------------ -------------
Income (Loss) Before Provision for Income Taxes (207,937) (229,922) (45,903) (85,961)
Provision for Income Taxes - - - -
------------ ------------ ------------ -------------
Net Income (Loss) From Continuing Operations (207,937) (229,922) (45,903) (85,961)
Discontinued Operations 54,941 366,614 14,466 165,518
------------ ------------ ------------ -------------
Net Income (Loss) (152,996) 136,692 $ (31,437) $ 79,557
============ =============
Retained Earnings, Beginning of Year 784,472 818,424
------------ ------------
Retained Earnings at End of Quarter $ 631,476 $ 955,116
============ ============
Earnings (Loss) Per Share $ (.29) $ .25
============ ============
Weighted Average Number of Common Shares Outstanding 525,668 536,571
============ ============
</TABLE>
See accompanying notes to financial statements.
Page 4
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
September 30 September 30
1997 1996
---- ----
<S> <C> <C>
Cash Flows from Operating Activities
Net Income (Loss) $ (152,996) $ 136,692
------------- ------------
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by (Used in) Discontinued Operating Activities:
Depreciation and Amortization 837 835
(Gain) Loss Realized on Sale of Marketable Debt Securities 39,966 (22,264)
Interest Receivable - (62,479)
(Increase) Decrease in Assets:
Accounts Receivable 13,263 118,669
Prepaid Income Taxes - -
Prepaid Expenses 1,951 (735)
Increase (Decrease) in Liabilities:
Accounts Payable (3,998) (4,657)
Accrued Expenses 10,245 (88,764)
Income Taxes Payable (8,830) (96,582)
------------- ------------
Total Adjustments 53,434 (155,977)
------------- ------------
Net Cash Provided by (Used in) Operating Activities (99,562) (19,285)
------------- ------------
Cash Flows from Investing Activities:
Net Change - Investments (66,172) -
Increase in Escrowed Funds - (5,409)
Other Receivable 200,000 (138,219)
Purchase of Marketable Securities (492,706) (646,087)
Proceeds from Sale of Marketable Debt Securities 649,049 795,058
------------- ------------
Net Cash Provided by (Used in) Investing Activities 290,171 5,343
------------- ------------
</TABLE>
See accompanying notes to financial statements.
Page 5
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
September 30, September 30,
1997 1996
---- ----
<S> <C> <C>
Cash Flows from Financing Activities:
Purchase and Retirement of Treasury Shares (300,353) -
---------- ----------
Net Cash (Used in) Financing Activities (300,353) -
---------- ----------
Net Increase (Decrease) in Unrestricted Cash and Equivalents (109,744) (13,942)
Unrestricted Cash and Cash Equivalents - Beginning of Year 162,957 108,205
---------- ----------
Unrestricted Cash and Equivalents - End of Quarter $ 53,213 $ 94,263
========== ==========
Supplemental Information:
Income Taxes Paid 8,830 -
========== ==========
Interest Paid - 1,803
========== ==========
</TABLE>
See accompanying notes to financial statements.
Page 6
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 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.
Note 5 The Company purchased 100,118 common shares at $3.00 per share. This
was completed in the quarter ended September 30, 1997.
See accompanying notes to financial statements.
Page 7
<PAGE>
NURSECARE HEALTH CENTERS, INCORPORATED AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
September 30, 1997
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 8
<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: October 31, 1997
------------------------------
James F. Hubbert, President
Nursecare Health Centers, Inc.
|
|