QUEST HEALTH CARE INCOME FUND I LP
10-Q, 1996-08-19
REAL ESTATE
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<PAGE>   1




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

 /X/    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
    
           For the quarterly period ended   June 30, 1996                       
                                            --------------

                                       OR


 / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
            For the transition period from               to
                                           -------------    --------------

            Commission file number   0-18158
                                  -------------


                        QUEST HEALTH CARE INCOME FUND I, L.P.            
- --------------------------------------------------------------------------------

            Formerly: Southmark/CRCA Health Care Income Fund I, L.P.
            --------------------------------------------------------

              Delaware                                   58-1697906          
- --------------------------------------------------------------------------------
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                 Identification No.)


        1117 Perimeter Center West  Suite E-210  Atlanta, GA 30338            
- --------------------------------------------------------------------------------
          (Address of principal executive offices)    (Zip code)


Registrant's telephone number, including area code       (770) 671-1014      
                                                  ------------------------------

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, and (2) has been subject to such filing
requirements for the past 90 days.     Yes  X     No
                                          -----     -----

                             There are no exhibits.

                               TOTAL OF 14 PAGES





                                       1
<PAGE>   2


                     QUEST HEALTH CARE INCOME FUND I, L.P.
                                 BALANCE SHEETS


                         PART I. FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                             June 30,          December 31,
                                                                           ------------        ------------
                                                                               1996                1995    
                                                                           ------------        ------------
<S>                                                                         <C>                  <C>
CURRENT ASSETS:                                                            
   Cash and cash equivalents                                                $ 1,631,866          $ 1,546,363
   Accounts receivable, net of allowance                                   
      for doubtful accounts of $24,780 and                                 
      $ 21,780 at June 30, 1996 and                                        
      December 31, 1995, respectively                                           948,290              998,120
   Prepaid expenses                                                              71,789              279,088
                                                                             ----------           ----------
                                                                           
         Total current assets                                                 2,651,945            2,823,571
                                                                             ----------           ----------
                                                                           
PROPERTY AND EQUIPMENT, at cost                                            
   Land                                                                         240,617              240,617
   Buildings and improvements                                                 1,872,215            1,872,215
   Equipment and furnishings                                                    883,187              862,217
                                                                             ----------           ----------
                                                                              2,996,019            2,975,049
   Less accumulated depreciation and amortization                             2,243,934            2,221,555
                                                                             ----------           ----------
                                                                           
      Net property and equipment                                                752,085              753,494
                                                                             ----------           ----------
                                                                           
TOTAL ASSETS                                                                $ 3,404,030          $ 3,577,065
                                                                             ==========           ==========
</TABLE>





The financial information included herein has been prepared by management
without audit by independent public accountants.  See notes to financial
statements.





                                       2
<PAGE>   3

                     QUEST HEALTH CARE INCOME FUND I, L.P.
                                 BALANCE SHEETS



                        LIABILITIES AND PARTNERS' EQUITY




<TABLE>
<CAPTION>
                                                                          June 30,          December 31,
                                                                       -------------        ------------
                                                                           1996                 1995    
                                                                       -------------        ------------
<S>                                                                     <C>                  <C>
CURRENT LIABILITIES:                                                   
   Current maturities of long-term debt                                 $    10,575          $    10,086
   Trade accounts payable                                                   315,211              315,367
   Accrued compensation                                                     254,828              254,743
   Accrued insurance                                                         12,947              204,640
   Estimated third party settlements                                        113,839               76,029
   Other                                                                     87,965               90,414
   Payable to Quest and affiliates                                           28,491               10,490
                                                                         ----------           ----------
                                                                       
         Total current liabilities                                          823,856              961,769
                                                                       
                                                                       
LONG-TERM DEBT, less current maturities                                       1,862                7,275
                                                                         ----------           ----------
                                                                       
         Total liabilities                                                  825,718              969,044
                                                                         ----------           ----------
                                                                       
                                                                       
PARTNERS' EQUITY:                                                      
   Limited Partners                                                       2,743,672            2,773,084
   General Partner                                                         (165,360)            (165,063)
                                                                         ----------           ---------- 
                                                                       
        Total partners' equity                                            2,578,312            2,608,021
                                                                         ----------           ----------
                                                                       
TOTAL LIABILITIES AND PARTNERS' EQUITY                                  $ 3,404,030          $ 3,577,065
                                                                         ==========           ==========
</TABLE>





The financial information included herein has been prepared by management
without audit by independent public accountants.   See notes to financial
statements.





                                       3
<PAGE>   4

                     QUEST HEALTH CARE INCOME FUND I, L.P.
                            STATEMENTS OF OPERATIONS





<TABLE>
<CAPTION>
                                                             For the                               For the
                                                        Three Months Ended                    Six Months Ended
                                                              June 30,                             June 30,     
                                                    --------------------------           -------------------------
                                                      1996              1995               1996             1995  
                                                    --------          --------           --------         --------
<S>                                                 <C>               <C>               <C>               <C>
REVENUES:
   Operating revenue                                $1,947,456        $1,783,232        $ 3,897,239       $ 5,970,999
   Interest income                                      13,096            19,334             26,768            28,428
   Gain on sale                                              -                 -                  -           103,988
                                                     ---------         ---------          ---------         ---------

         Total revenues                              1,960,552         1,802,566          3,924,007         6,103,415
                                                     ---------         ---------         ----------        ----------

EXPENSES:
   Wages & salaries                                    945,738           928,588          1,893,164         3,074,764
   Payroll tax & employee benefits                     215,633           240,624            433,610           718,561
   Supplies                                            230,830           213,076            474,102           606,120
   Other operating expenses                             92,535           136,208            229,252           552,381
   Ancillary services                                  164,924           158,736            376,689           412,660
   Health benefits                                      61,660            29,800            120,370           114,951
   Management fees                                      97,488            90,729            193,916           295,233
   Management fees-affiliate                            19,498            18,145             38,783            57,425
   Property taxes                                       12,267            17,216             28,637            50,450
   Interest                                                372               560                765            15,830
   Depreciation and amortization                        11,249            14,294             22,379            32,792
   Partnership administration                           80,128           131,151            142,049           252,128
                                                     ---------         ---------          ---------         ---------


         Total expenses                              1,932,322         1,979,127          3,953,716         6,183,295
                                                     ---------         ---------         ----------        ----------

Net income (loss)                                   $   28,230        $ (176,561)        $  (29,709)       $  (79,880)
                                                     =========         =========          =========         ========= 


Net income (loss) per Limited
   Partnership Unit                                 $      .11        $    ( .67)         $   ( .11)       $    ( .30)
                                                     =========         =========           ========         ========= 

Weighted average Limited Partnership
   Units outstanding                                   262,183           262,183            262,183           262,183
                                                     =========         =========          =========         =========
</TABLE>



The financial information included herein has been prepared by management
without audit by independent public accountants.





                                       4
<PAGE>   5

                     QUEST HEALTH CARE INCOME FUND I, L.P.
                         STATEMENTS OF PARTNERS' EQUITY





<TABLE>
<CAPTION>
                                                                                          Total
                                                  General           Limited              Partners'
                                                  Partner           Partners              Equity  
                                                 ---------         ----------           ----------
<S>                                              <C>                 <C>                 <C>
Balance at December 31, 1994                     $(163,756)          $3,689,007          $3,525,251

Net loss                                              (799)             (79,081)            (79,880)
                                                  --------            ---------           --------- 

Balance at June 30, 1995                         $(164,555)          $3,609,926          $3,445,371
                                                  ========            =========           =========




Balance at December 31, 1995                     $(165,063)          $2,773,084          $2,608,021

Net loss                                              (297)             (29,412)            (29,709)
                                                  --------            ---------           --------- 

Balance at June 30, 1996                         $(165,360)          $2,743,672          $2,578,312
                                                  ========            =========           =========
</TABLE>





The financial information included herein has been prepared by management
without audit by independent public accountants.   See notes to financial
statements.





                                       5
<PAGE>   6

                     QUEST HEALTH CARE INCOME FUND I, L.P.
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                            June 30,      
                                                                  -----------------------------
                                                                     1996                1995  
                                                                  ---------            --------
<S>                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Cash received from residents and
      government agencies                                          $ 3,947,069         $ 5,891,358
   Cash paid to suppliers and
      employees                                                     (3,834,797)         (6,136,719)
   Interest received                                                    26,768              28,428
   Interest paid                                                          (765)            (15,830)
   Property taxes paid                                                 (26,878)            (76,835)
                                                                     ---------           --------- 

Net cash provided by (used in)
   operating activities                                                111,397            (309,598)
                                                                    ----------            -------- 

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of facilities                                          -           2,734,651
   Additions/retirements to property
      and equipment                                                    (20,970)             (3,755)
                                                                     ---------           --------- 

Net cash used in investing activities                                  (20,970)          2,730,896
                                                                     ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Principal payments on long-term debt                                 (4,924)           (608,195)
                                                                    ----------           --------- 

Net cash provided by financing
   activities                                                           (4,924)           (608,195)
                                                                    ----------           --------- 

INCREASE IN CASH AND CASH EQUIVALENTS                                   85,503           1,813,103

Cash and cash equivalents at beginning of
   period                                                            1,546,363             270,593
                                                                     ---------           ---------

Cash and cash equivalents at end of period                          $1,631,866          $2,083,696
                                                                     =========           =========
</TABLE>





The financial information included herein has been prepared by management
without audit by independent public accountants.  See notes to financial
statements.





                                       6
<PAGE>   7

                     QUEST HEALTH CARE INCOME FUND I, L.P.
                            STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                        Six Months Ended
                                                                            June 30,       
                                                                  -----------------------------
                                                                     1996               1995   
                                                                  ---------           ---------
<S>                                                                 <C>                 <C>
RECONCILIATION OF NET LOSS TO NET CASH
   PROVIDED BY (USED IN) OPERATING ACTIVITIES:


   Net loss                                                          $ (29,709)         $  (79,880)

   Adjustments to reconcile net loss to
      net cash provided by (used in)
      operating  activities

         Gain on sale of facilities                                          -            (103,988)
         Depreciation and amortization                                  22,379              32,792

         Cash provided (used) by changes in
           assets and liabilities:

           Accounts receivable                                          49,830             (79,641)

           Prepaid expenses                                            207,299             371,389

           Accounts payable and accrued
              liabilities                                             (156,403)           (429,508)

           Payable to Quest and affiliates                              18,001             (20,762)
                                                                     ---------           --------- 


Net cash provided by (used in)
   operating activities                                             $  111,397          $ (309,598)
                                                                     =========           ========= 
</TABLE>





The financial information included herein has been prepared by management
without audit by independent public accountants.  See notes to financial
statements.





                                       7
<PAGE>   8

                     QUEST HEALTH CARE INCOME FUND I, L.P.
                         NOTES TO FINANCIAL STATEMENTS

                                 June 30, 1996

NOTE 1 

During interim periods, Quest Health Care Income Fund I, L.P. (the
"Partnership") follows the accounting policies set forth in its Annual Report
on Form 10-K filed with the Securities and Exchange Commission.  Users of
financial information provided for interim periods should refer to the annual
financial information and footnotes contained in the Annual Report on Form 10-K
when reviewing the interim financial results presented herein.

In the opinion of management, the accompanying unaudited interim financial
statements, prepared in accordance with the instructions for Form 10-Q, contain
all material adjustments, consisting only of normal recurring adjustments
necessary to present fairly the financial condition, results of operations,
changes in partners' equity and cash flows of the Partnership for the
respective interim periods presented.  The results of operations for such
interim periods are not necessarily indicative of results of operations for a
full year.

NOTE 2 CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, demand deposits, money market funds and investments in certificates of
deposit with original maturities, when purchased, of three months or less.

The Partnership maintains cash accounts with a variety of unrelated banks, all
of which are covered by the Federal Deposit Insurance Corporation (FDIC).  At
June 30, 1996, the Partnership maintained cash balances at these banks
aggregating $1,481,648 in excess of the $100,000 FDIC insured maximum.

Included in cash and cash equivalents is $1,503,100 invested in repurchase
agreements with underlying United States government backed securities, which
have original maturities of less than 30 days.

NOTE 3  TRANSACTIONS WITH AFFILIATES

The Partnership Agreement provides for payment of property management fees
based on 6% of gross property operating revenue.  Quest Administrative
Services, L.P., (QASLP), an affiliate of Quest, receives 1% of gross operating
revenue relating to services provided directly to the facilities.  Total
payments to QASLP under this contract for the six month periods ended June 30,
1996 and 1995 were $38,783 and $57,425, respectively.

Quest, in an effort to continue certain health benefits for Partnership
employees, created an employee benefit trust (the "Trust") in compliance with
the guidelines promulgated by VEBA and ERISA.  Amounts contributed to the Trust
by the Partnership and Partnership employees are strictly for the benefit of
employees of the participating employers, payment of excess loss reinsurance,
life insurance and accidental death and dismemberment and claims and plan
administration and employee medical claims.  Quest has engaged a claims
pre-certification organization to review all claims made by the Partnership's
employees.  Approximately $120,370 and $114,951 were recorded under this
arrangement for the six month periods ended June 30, 1996 and 1995,
respectively.  The Trust is administered by an affiliate of Quest, however, no
profits accrue to the benefit of either the affiliate or Quest.





                                       8
<PAGE>   9



                     QUEST HEALTH CARE INCOME FUND I, L.P.
                         NOTES TO FINANCIAL STATEMENTS

NOTE 4  LITIGATION


In December 1994, the Partnership received a Notice and Demand for Payment from
the Idaho State Tax Commission resulting from sales tax audits for
approximately $90,000.  The Partnership is discussing a settlement of this
matter and has recorded a provision of approximately $67,000 in the
Partnership's Financial Statements.  Management is of the opinion that the
final resolution will not have a material adverse effect on the Partnership's
financial position.   As a result of selling facility interests in 1995, the
liability and reserve were reduced to $36,410 and $27,308, respectively.  The
State of Idaho has still not responded to the Partnership.  The Partnership is
involved in certain other routine litigation incidental to business.

Management does not expect settlements, if any, to have a material adverse
effect on the Partnership's financial position.

NOTE 5 SALE OF FACILITIES

On February 28, 1995, the Partnership sold its partnership interests in seven
of its facilities to an unaffiliated third party.  The Partnership reflected an
estimated loss on the sale of these facilities of $3,470,863 at December 31,
1994, and recognized a gain of $103,988 upon closing of the sale.  The contract
called for adjusting working capital, as defined, to exclude interpartnership
accounts and the current portion of long term debt and to reflect a 25%
discount on accounts receivable at closing.  The contract also provided for a
cash consideration adjustment based on changes in working capital including the
change in the 25% discount proportionate to changes in accounts receivable
occurring between December 31, 1994 and the date of closing of February 28,
1995.

At closing, the Partnership received initial consideration of $2,734,651,
consisting of cash of $2,133,359 and debt retired from sales proceeds of
$601,292.  Subsequently, the Partnership determined that $417,254 of additional
cash was due to the Partnership from post closing adjustments of which $377,058
was received in 1995, and the balance was collected in the first quarter of
1996.  In addition the purchaser assumed debt related to equipment of
approximately $102,000.  Total consideration was, therefore, $3,253,905.  The
Partnership made a final determination of adjusted working capital when the
Partnership's accountants completed certain agreed upon procedures during the
third quarter of 1995.  A distribution of $786,489 to the limited partners was
made during the third quarter of 1995.

The balance sheet of the Partnership reflects the effects of the sale of the
Partnership's interests in the seven facilities.  The Partnership is seeking to
liquidate the Partnership's interests in its remaining facilities.

NOTE 6 PRO FORMA INFORMATION (UNAUDITED)

Due to the impact of the Partnership selling its interests in seven of its
facilities in 1995, historical results of operations may not be indicative of
future results of operations and net income (loss) per limited partnership
unit.  The following unaudited pro forma condensed statement of operations is
presented as if the transactions previously described occurred as of January 1,
1995. In the opinion of the Partnership's management, all adjustments necessary
to reflect the effects of the sale have been made.

The pro forma condensed financial information does not purport to present what
actual results of operations would have been if the transactions previously
described had occurred on such dates or to project results for any future
period.  It is management of the Partnership's belief that all adjustments
necessary to reflect the effects of the sales have been made.





                                       9
<PAGE>   10


                     QUEST HEALTH CARE INCOME FUND I, L.P.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 6 PRO FORMA INFORMATION (UNAUDITED) continued

                PRO FORMA CONDENSED STATEMENT OF OPERATIONS (B)
                     For the Six Months Ended June 30, 1995
                            (Unaudited in thousands)

<TABLE>
<CAPTION>
                                                Historical               Adjustments               Pro Forma  
                                              --------------           --------------            -------------
<S>                                            <C>                      <C>                       <C>
Revenues:                                      $    5,999               $   (2,346)(A)            $    3,653
                                                   ------                  --------                   ------

Expenses:                                            
 Wages and salaries                            $    3,075               $   (1,225)(A)            $    1,850
 Operating expenses                                 2,405                     (894)(A)                 1,511
 Management fees                                      295                     (116)(A)                   179
 Management fees affiliate                             57                      (22)(A)                    35
 Property taxes and interest                           66                      (31)(A)                    35
 Depreciation and amortization                         33                       (1)(A)                    32
 Partnership administration                           252                        -                       252
                                                    ------                 --------                   ------
                                                    6,183                   (2,289)                    3,894
                                                    ------                 --------                   ------

Net income (loss) (B)                          $     (184)               $     (57)                $    (241)
                                                   ======                     =====                    ===== 
</TABLE>

(A)  The pro forma adjustments remove revenues and expenses directly related to
the interests in seven nursing homes sold to an unaffiliated third party on
February 28, 1995.

(B)  The historical statement of operations for the period ended June 30, 1995
includes a gain from the sale of a facility of $104, in thousands. This amount
is not included in the above pro forma condensed statement of operations due to
its non recurring nature.

NOTE 7 GOING CONCERN

The Partnership's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  The sale of the
Partnership's interests in seven nursing homes and possible future sales of any
or all of its remaining facilities will have an effect on cash flow from
operations in the future.

Management of the Partnership believes that successful control of the facility
and Partnership expenses and establishing adequate reserves from the sales of
facilities should enable the Partnership to meet its obligations and upon the
final sale of its assets, liquidate in an orderly fashion.

NOTE 8 ACCOUNTING POLICIES

In March 1995, the Financial Accounting Standards Board issued Statement of
Accounting Standard No. 121 - "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of", which is effective for
fiscal years beginning after December 15, 1995.  Since the Partnership has
already recognized impairment losses, effectively adjusting the carrying value
of its long-lived assets, as of December 31, 1994, to estimated net realizable
value, no significant adjustment from net realizable value to fair value is
expected.

During 1995, the Company adopted Statement of Financial Accounting Standards
No. 107, "Disclosures about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet.  The carrying value of cash and
cash equivalents, accounts receivable, accounts payable and accrued expenses
approximate fair value due to the short-term nature of these instruments.
There are no off-balance sheet financial instruments to which the Partnership
is subject.





                                       10
<PAGE>   11

                                     PART 1

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:


Revenue:

In February 1995, the Partnership's interest in seven facilities were sold.
Therefore, the revenues and expenses for the six months ended June 30, 1996 are
not directly comparable to the same period in 1995.  For the current six month
period, on a pro forma basis, the three remaining facilities, Burley,
Hearthside and South Salem increased revenues $272,398.  Over $60,000 of this
increase is related to Medicare utilization at Hearthside.   The remaining
increase relates to increased ancillary utilization and changes in patient mix.
Revenue in the first six months of 1995 included $2,346,198 related to the
interests in seven facilities sold by the Partnership in 1995.

All resident receivables are recorded at their original face amount and are due
and payable under "normal" market terms and conditions.  In the event of
non-collection, the ultimate loss to the Partnership would be limited to the
recorded balance of the receivables as shown in the balance sheet.

The significant components of accounts receivable at June 30, 1996 and December
31, 1995 are:

<TABLE>
<CAPTION>
                                                     1996                      1995  
                                                   --------                  --------
<S>                                                   <C>                      <C>
Medicaid                                               36%                      52%
Private Pay                                            20%                      11%
VA, Medicare and Other                                 44%                      37%  
                                                     -------                 --------
                                                      100%                     100%  
                                                     =======                 ========
</TABLE>


Payments by both the state and federal governments are normally received within
60-90 days. The sources of patient revenues for the six month period ended June
30, 1996 and 1995 are:

<TABLE>
<CAPTION>
                                                      1996                     1995  
                                                   --------                 --------
<S>                                                    <C>                      <C>
Medicaid                                               56%                      59%
Private Pay                                            15%                      18%
VA, Medicare and Other                                 29%                      23%  
                                                   --------                  --------
                                                      100%                     100%  
                                                    ========                 ========
</TABLE>

Expenses:

On a pro forma basis expenses, excluding partner administration costs, for the
six month period ended June 30, 1996 increased $59,358, when compared to the
same period in 1995.  The primary reasons for these increases were increased
ancillary and supplies utilization, salary increases and workers compensation
rate increases.  Salary increases were driven by market forces and as a result
of final rules published relating to OBRA 1987 requiring increased staffing
levels.  Partnership administration expense was significantly less than the
comparable period in 1995 due to a decrease in outside professional fees.

On February 28, 1995, the Partnership sold its partnership interests in seven
of its facilities to an unaffiliated third party.  The Partnership reflected an
estimated loss on the sale of these facilities of $3,470,863 at December 31,
1994, and recognized a gain of $103,988 upon closing of the sale.  The contract
called for adjusting working capital, as defined, to exclude interpartnership
accounts and the current portion of long term debt and to reflect a 25%
discount on accounts receivable at closing.  The contract also provided for a
cash consideration adjustment based on changes in working capital including the
change in the 25% discount proportionate to changes in accounts receivable
occurring between December 31, 1994 and the date of closing of February 28,
1995.

At closing, the Partnership received initial consideration of $2,734,651,
consisting of cash of $2,133,359 and debt retired from sales proceeds of
$601,292.  Subsequently, the Partnership determined that $417,254 of additional
cash was due to the Partnership from post closing adjustments of which $377,058
was received in 1995, and the balance was collected in the first quarter of
1996.





                                       11
<PAGE>   12

In addition the purchaser assumed debt related to equipment of approximately
$102,000.  Total consideration was, therefore, $3,253,905.  The Partnership
made a final determination of adjusted working capital when the Partnership's
accountants completed certain agreed upon procedures, during the third quarter
of 1995.  A distribution of $786,489 to the limited partners was made during
the third quarter of 1995.

Ancillary Revenue and Expense is a term that describes specialized services
provided by third party unaffiliated vendors.  These services include speech,
occupational, physical and occasionally intravenous therapies.  These revenues
and expenses are subject to certain cost limitations and do not materially
affect the profitability of a facility.  However, the ability to provide these
services enables a facility to accept residents reimbursed under the federal
Medicare system instead of the state Medicaid system.  Typically, the Medicare
system reimburses at a higher daily rate than Medicaid.  These Medicare
residents are people, not necessarily elderly, who, under another set of
regulations, must be discharged from hospitals before they are well enough to
go home.  The result is that nursing homes that once were a final stop in
life's journey have become more like auxiliary hospitals with a substantially
shortened length of stay.  The pursuit of high reimbursement Medicare residents
limits the number of Medicaid beds available to the indigent elderly.  These
people will be required to live with relatives or find low skilled "foster
care" or community based services.

Liquidity and Capital Resources:

At June 30, 1996, the Partnership held cash and cash equivalents of $1,631,866,
which represents a increase of $85,503 since December 31, 1995.  The cash
increase is due primarily to cash from operating activities.  The cash position
of the Partnership remains highly variable.   While the Partnership's remaining
facilities have shown improvement, cash is being conserved wherever possible to
be used for capital improvements, payment of property taxes, and any potential
paybacks to Medicare and Medicaid that may arise.

The Partnership is seeking to liquidate the Partnership's interests in its
remaining facilities.  In recent months, the Partnership has received several
expressions of interest in acquiring certain of the Partnership's remaining
facilities interests and is currently attempting to negotiate a contact for the
sale of one facility.

Medicare is a federal entitlement program and Medicaid (the source of the
majority of the Partnership's revenue) represents an entitlement program
administered differently by each state which is partially funded by the Federal
government.  In August 1993, Congress enacted Title XIII of OBRA 93.  This act,
among other things, taxed social security benefits received by the elderly and
further limited payments under state Medicaid programs for which federal
matching would be permitted.  In October 1993, the Health Care Financial
Administration (HCFA) implemented a freeze on Medicare reimbursement, which
remains today, on routine cost limits, certain Part B ancillaries and
prospective payment system rates.  In addition, HCFA eliminated the return on
equity component of the reimbursement rate.  Further, by the end of 1993,
several states, because of federal actions and/or budgetary difficulties, had
either taken action to curtail the growth in entitlement programs and/or had
indicated that future action was possible.  The latest concept continues to be
"block grants" to the states.  What this means to nursing facilities cannot
currently be determined.

Despite the fact that health care reform proposals at the federal level have
been significantly reduced, activities at the state level continue and are
encouraged by HCFA.  An example of state level action is Oregon's plan, the
location of the Partnership's Hearthside and South Salem facilities, to convert
its Medicaid reimbursement system to a managed care program administered by
third parties such as Blue Cross/Blue Shield.  The effect on reimbursement
cannot currently be determined by management of the Partnership.

The Partnership has no established credit lines with outside lending sources
and





                                       12
<PAGE>   13

relies solely on cash flow and cash reserves to conduct Partnership business.
There are no material commitments for capital improvements at the remaining
facilities.

The Partnership's continued existence is dependent upon its ability to: (i)
generate sufficient cash flow to meet its obligations on a timely basis; and
(ii) obtain additional sources of funding as may be required. As stated above,
the Partnership will entertain offers to sell any or all of its three remaining
facilities and, if accepted and closed, plans to liquidate in an orderly
fashion.

In March 1995, the Financial Accounting Standards Board issued Statement of
Accounting Standard No. 121 - "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of", which became effective for
fiscal years beginning after December 15, 1995.  Since the Partnership has
already recognized impairment losses, effectively adjusting the carrying value
of its long-lived assets, as of December 31, 1994, to estimated net realizable
value, no significant adjustment from net realizable value to fair value is
expected.





                          PART II.  OTHER INFORMATION



ITEMS 1-5

                                      None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits.

            Exhibit 27 - Financial Data Schedule (for SEC use only)

(B)  Reports on Form 8-K.

     None during the second quarter of 1996.





                                       13
<PAGE>   14




                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




                                        QUEST HEALTH CARE INCOME
                                        FUND I, L.P.
                                        (Registrant)
                                        
                                        
                                        By:  QUEST RESCUE PARTNERS  I-1, L.P.
                                             General Partner
                                        
                                        By:  QUEST RESCUE PARTNERS  I-1 CORP,
                                        
                                        
Date:   August 16, 1996                 By:/s/ Stuart C. Berry          
     ------------------                    -----------------------------
                                           CEO
                                        
                                        By:/s/ Stuart C. Berry          
                                           -----------------------------
                                           CFO





                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF QUEST HEALTH CARE FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,631,866
<SECURITIES>                                         0
<RECEIVABLES>                                  970,070
<ALLOWANCES>                                    21,780
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,651,945
<PP&E>                                       2,996,019
<DEPRECIATION>                               2,243,934
<TOTAL-ASSETS>                               3,404,030
<CURRENT-LIABILITIES>                          823,856
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,578,312
<TOTAL-LIABILITY-AND-EQUITY>                 3,404,030
<SALES>                                              0
<TOTAL-REVENUES>                             3,924,007
<CGS>                                                0
<TOTAL-COSTS>                                3,949,951
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 3,000
<INTEREST-EXPENSE>                                 765
<INCOME-PRETAX>                                (29,709)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (29,709)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (29,709)
<EPS-PRIMARY>                                     (.11)
<EPS-DILUTED>                                     (.11)
        

</TABLE>


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