================================================================================ FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended March 31, 1996 Commission file number 0-15893 CONSOLIDATED HEALTH CARE ASSOCIATES, INC. (Exact name of registrant as specified in its charter) Nevada 91-1256470 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 38 Pond Street, Suite 305 Franklin, Massachusetts 02038 (Address of principal executive offices) (Zip Code) (508) 520-2422 Registrant's telephone number, including area code Not applicable Former name, former address and former fiscal year, if changed since last report. 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 shorter periods that the registrant was required to file such report), 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 stock, as of March 31, 1996. Common Stock, $.012 Par Value -- 14,122,306 ================================================================================ INDEX CONSOLIDATED HEALTH CARE ASSOCIATES, INC. PART I. FINANCIAL INFORMATION - ----------------------------- Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets--March 31, 1996 and December 31, 1995 Condensed Consolidated Statements of Operations--Three months ended March 31, 1996 and 1995 Condensed Consolidated Statements of Cash Flows--Three months ended March 31, 1996 and 1995 Notes to Condensed Consolidated Financial Statements--March 31, 1996 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION - ---------------------------- Item 1. Legal Proceedings Item 2. Changes In Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES - ---------- 2 Part 1. Financial Information ================================================================================ CONSOLIDATED HEALTH CARE ASSOCIATES, INC. ================================================================================ Condensed Consolidated Balance Sheets ================================================================================ (unaudited) 3/31/96 12/31/95 ----------- ----------- ASSETS: Current Assets: Cash $ 123,213 $ 85,557 Accounts receivable (net of allowance for doubtful accounts of $840,000 in 1996 and $815,000 in 1995) 1,915,943 2,016,846 Other current assets 331,286 218,316 ----------- ----------- Total Current Assets 2,370,442 2,320,719 ----------- ----------- Property and Equipment, at Cost: Equipment 1,296,085 1,292,487 Less accumulated depreciation and amortization (733,904) (694,903) ----------- ----------- Property and equipment, net 562,181 597,584 ----------- ----------- Other Assets: Goodwill (net of accumulated amortization of $328,460 in 1996 and $309,290 in 1995) 2,484,713 2,503,515 Other 238,837 144,979 ----------- ----------- ----------- ----------- Total Other Assets 2,723,550 2,648,494 ========= ========= TOTAL $ 5,656,173 $ 5,566,797 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Short-term debt, current portion of long-term debt and Lease obligations $ 492,238 $ 521,248 Accounts payable 778,492 799,888 Accrued personnel costs 390,362 326,468 Accrued expenses and other liabilities 207,043 214,583 ----------- ----------- Total Current Liabilities 1,868,135 1,862,187 Long-term debt 1,621,527 1,699,360 Other liabilities 76,563 26,998 ----------- ----------- Total liabilities 3,566,225 3,588,545 Stockholders' Equity: Common stock, $.012 par value, 50,000,000 shares authorized; issued 14,822,306 in 1996 and 14,702,306 in 1995 176,428 176,428 Preferred stock, 10,000,000 shares authorized; issued 1,727,305 in 1996 and 1995 1,727,305 1,727,305 Additional paid-in capital 7,661,116 7,661,116 Accumulated deficit (7,387,401) (7,499,097) ----------- ----------- 2,177,448 2,065,752 Less-Treasury stock, 700,000 shares, at cost (87,500) (87,500) ----------- ----------- Total Stockholders' Equity 2,089,948 1.978,252 ----------- ----------- TOTAL $ 5,656,173 $ 5,566,797 =========== =========== ==================================================================================================================================== Note: The Balance Sheet at December 31, 1995 has been derived from the Audited Financial Statements at that date. See notes to Condensed Consolidated Financial Statements. ================================================================================ 3 ================================================================================ CONSOLIDATED HEALTH CARE ASSOCIATES, INC. ================================================================================ Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, ================================================================================ 1996 1995 ----------- ----------- Revenue, net $ 2,363,132 $ 2,221,361 ----------- ----------- Operating costs 1,735,951 1,793,049 Administrative and selling costs 399,688 260,662 Depreciation and amortization 57,803 58,948 ----------- ----------- Total operating costs 2,193,442 2,112,659 ----------- ----------- Operating income (loss): 169,690 108,702 Interest expense, net 53,883 50,504 Other (income)/expense 1,611 0 ----------- ----------- 55,494 50,504 Profit/(loss) before income taxes 114,196 58,198 Income tax provision 2,500 2,500 ----------- ----------- Net income (loss) from continuing operations 111,696 55,698 Discontinued operations: 0 0 Net profit /(loss) $ 111,696 $ 55,698 =========== =========== Net income (loss) per share: Continuing operations $0.01 $0.00 Discontinued operations -- -- ----------- ----------- Net income (loss) per share $0.01 $0.00 =========== =========== Average shares outstanding 14,002,306 12,698,630 - -------------------------------------------------------------------------------- See notes to Condensed Consolidated Financial Statements. ================================================================================ 4 ================================================================================ CONSOLIDATED HEALTH CARE ASSOCIATES, INC. ================================================================================ Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, ================================================================================ 1996 1995 -------- ------- Cash Flows From Operating Activities: Net income (loss) $111,696 $55,698 Adjustments to reconcile net income to net cash from (used by) operating activities: Depreciation and amortization 57,803 58,948 Noncash interest expense 4,500 0 Decrease (increase) in accounts receivable 100,903 (189,645) Decrease (increase) in other current assets (112,970) (19,967) Decrease (increase) in other assets and deferred costs (98,358) (202,598) Increase in accounts payable and accrued expenses 84,523 185,012 -------- ------- Net cash from (used by) operating activities 141,097 (112,552) -------- ------- Cash Flows From Investing Activities: Purchases of equipment (3,598) (25,543) -------- ------- Net cash used in investing activities (3,598) (25,543) -------- ------- Cash Flows From Financing Activities: Proceeds from issuance of debt 0 275,000 Principal payments on debt and lease obligations (106,843) (134,360) -------- ------- Net cash provided by (used in) financing activities (106,843) 140,640 -------- ------- Net increase (decrease) in cash 37,656 2,545 Cash, beginning of year 85,557 213,141 -------- ------- Cash, end of period $123,213 $215,686 ======== ======== - -------------------------------------------------------------------------------- See notes to Condensed Consolidated Financial Statements. ================================================================================ 5 CONSOLIDATED HEALTH CARE ASSOCIATES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1996 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended December 31, 1995. 6 PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Revenues increased by 6.4% or $141,771 during the first quarter ended March 31, 1996 compared to the same period of 1995. A substantial portion of the increase was due to revenues generated by providing staffing and home care services within communities serviced by the Company's outpatient clinics. These revenues generated by the Company's Managed Rehabitation Services division increased 25.9% as compared to the same revenues for the same period in 1995. Revenues from outpatient clinics increased $34,410, a 1.2% increase over first quarter results of 1995. Operating costs represented 73.5% of revenue for the first quarter of 1996 as compared to 80.7% for the comparable period of 1995. This decrease of 7.2% was principally due to cost reduction programs previously implemented by the Company. Additionally, the Company achieved lower recruiting,travel, and labor cost by replacing subcontracted physical therapy labor with internal staff physical therapists. Administrative and selling costs increased 5.2% as a percentage of net revenue or $139,026 during the quarter ending March 31, 1996 as compared to the same period of 1995. A significant portion of the increase in administrative costs relates to separation costs associated with the Company's former President and Chief Financial Officer. Depreciation and amortization decreased by 2% or $1,145 during the quarter ended March 31, 1996 compared to the same period of 1995. The decrease is attributable to lower amortization expense as well as fewer clinics in operations in 1996 as compared to the same period in 1995. During 1995, the Company closed two non-performing clinics and one additional clinic in early 1996. The Company's tax provision is substantially the result of state income tax accruals. As a result of the above factors, net income from continuing operations of $111,696 was achieved for the first quarter of 1996 as compared to a net income of $55,698 for the same period of 1995. Liquidity and Capital Resources The Company acquired therapy equipment and office equipment totaling $3,598 during the first quarter of 1996. 7 Financial Position The Company's liquidity, as measured by its cash and working capital, increased by $37,656 and $43,775 respectively in the first quarter of 1996 as compared to the same period in 1995. The increase in cash and working capital was principally due to the Company's profitable operations and, to a lesser extent, to renegotiated term debt where extended terms and lower monthly note payments resulted. The Company continues to factor a certain portion of its Accounts receivable. The decrease in accounts receivable of $100,903 during the first three months of 1996 is primarily the result of increased factored receivables with the Company's factor. Accounts payable and accrued expenses increased by $84,523. A significant portion of this increase represents accrued financing cost resulting from debt restructuring with a current note holder. Total long-term debt, notes payable, and capital lease obligations decreased by $106,843 as a result of principal payments made during the quarter. PART II. OTHER INFORMATION Items 1 through 6 Not applicable. 8 SIGNATURES 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 duly authorized. CONSOLIDATED HEALTH CARE ASSOCIATES, INC. Dated: May 14, 1996 By: /s/ Robert M. Whitty ----------------------------- Robert M. Whitty President 9 SIGNATURES 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 duly authorized. CONSOLIDATED HEALTH CARE ASSOCIATES, INC. Dated: May 14, 1996 By: /s/ Robert M. Whitty ----------------------------- Robert M. Whitty President 10