-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, thsClB3dD63ascEKSonwhyMIJEClpAZ1/RlbzeXowIwpqkVKw2kODjwVRu1Fwrvw gdZJr9YzBbPrS0Up+sC2Pg== 0000930661-95-000257.txt : 19950814 0000930661-95-000257.hdr.sgml : 19950814 ACCESSION NUMBER: 0000930661-95-000257 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 952928577 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 95561351 BUSINESS ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 BUSINESS PHONE: 2144078400 MAIL ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 10QSB 1 FORM 10-Q/SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 1995 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: 0-8187 MEDICAL RESOURCE COMPANIES OF AMERICA (Name of Small Business Issuer in its Charter) NEVADA 75-2399477 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 4265 KELLWAY CIRCLE, ADDISON, TEXAS 75244 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (214) 407-8400 Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $.01 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past twelve months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- At August 10, 1995, the issuer had outstanding 17,448,000 shares of par value $.01 common stock. Medical Resource Companies of America PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements -------------------- The accompanying unaudited 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 Item 310 of Regulation S-B. These financial statements have not been examined by independent certified public accountants, but in the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of consolidated results of operations, consolidated financial position and consolidated cash flows at the dates and for the periods indicated, have been included. These financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the six month period ended June 30, 1995 are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994. 2 Medical Resource Companies of America CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share data)
June 30, December 31, 1995 1994 ----------- ------------ (Unaudited) ASSETS CURRENT ASSETS Cash $ 6,452 $ 8,376 Accounts receivable - trade, less allowance of $190 in 1995 and $630 in 1994 1,284 2,079 Loans receivable 3,978 - Inventories 346 370 Deferred income tax benefit 404 2,185 Real estate under contract of sale - 14,889 Due from affiliates 182 185 Other current assets 1,493 1,274 ------- ------- Total current assets 14,139 29,358 REAL ESTATE 3,175 3,204 INVESTMENT IN SECURITIES, AT COST 1,678 1,678 MORTGAGE NOTE RECEIVABLE 6,700 6,700 PROPERTY, PLANT AND EQUIPMENT, AT COST Land 100 100 Buildings and improvements 767 767 Equipment and furnishings 397 388 Rental equipment 1,873 1,663 ------- ------- 3,137 2,918 Less accumulated depreciation 1,211 993 ------- ------- 1,926 1,925 OTHER ASSETS Excess of cost of purchased companies over net assets acquired, net of accumulated amortization of $470 and $426 in 1995 and 1994, respectively 1,303 1,347 Patents, net of accumulated amortization of $274 and $249 in 1995 and 1994, respectively 573 598 Other 290 414 ------- ------- 2,166 2,359 ------- ------- $29,784 $45,224 ======= =======
3 Medical Resource Companies of America CONSOLIDATED BALANCE SHEETS - CONTINUED (Amounts in thousands, except share data)
June 30, December 31, 1995 1994 ----------- ------------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Note payable $ - $ 5,022 Current maturities of long-term debt 163 379 Long-term debt collateralized by properties under contract of sale - 8,933 Accounts payable - trade 700 1,319 Accrued expenses 1,393 1,755 Other current liabilities 215 1,479 ------- -------- Total current liabilities 2,471 18,887 LONG-TERM DEBT 1,106 1,110 DEFERRED GAIN 3,083 3,083 STOCKHOLDERS' EQUITY Series A cumulative preferred stock, $.10 par value; liquidation value of $1,085 in 1994; authorized, 10,000 shares; issued and outstanding 1,085 shares in 1994 - 108 Series B cumulative convertible preferred stock, $.10 par value; liquidation value of $1,330 and $1,351 in 1995 and 1994,respectively; authorized, 100 shares; issued and outstanding, 13 and 14 shares in 1995 and 1994, respectively 1 1 Series C cumulative convertible preferred stock, $.10 par value; liquidation value of $2,000; authorized, issued and outstanding, 20 shares 2 2 Common stock, $.01 par value; authorized, 100,000 shares; issued, 17,448 and 18,542 shares in 1995 and 1994, respectively 175 185 Additional paid-in capital 34,175 36,442 Accumulated deficit (8,791) (12,156) ------- -------- 25,562 24,582 Less stock purchase notes receivable (2,438) (2,438) ------- -------- 23,124 22,144 ------- -------- $29,784 $ 45,224 ======= ========
4 Medical Resource Companies of America CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except per share data)
For the Three For the Six Month Period Ended Month Period Ended June 30, June 30, 1995 1994 1995 1994 -------- -------- -------- -------- (Unaudited) (Unaudited) Revenue Sales and rentals of mobility products $ 574 $ 571 $ 887 $ 917 Long-term care facilities operating revenue - 1,990 552 4,033 Real estate operations 177 407 372 1,599 Gain on sales of assets 756 135 5,905 2,899 Interest and dividends 390 129 583 220 Other - - 9 - ------ ------ ------ ------ 1,897 3,232 8,308 9,668 Expenses Cost of mobility products sales and rentals 498 418 832 818 Long-term care facilities operating expenses - 1,272 318 2,552 Real estate operations 90 482 187 1,255 General and administrative 746 997 1,583 1,886 Interest 29 707 150 1,613 ------ ------ ------ ------ 1,363 3,876 3,070 8,124 ------ ------ ------ ------ Earnings (loss) from continuing operations before income taxes 534 (644) 5,238 1,544 Income tax expense (benefit) 183 (219) 1,781 525 ------ ------ ------ ------ Earnings (loss) from continuing operations 351 (425) 3,457 1,019 Discontinued operations Earnings from operations, net of income taxes - 98 - 52 Gain on disposal, net of income taxes - 530 - 530 ------ ------ ------ ------ NET EARNINGS 351 203 3,457 1,601 Preferred stock dividend requirement 47 101 128 181 ------ ------ ------ ------ Earnings allocable to common shareholders $ 304 $ 102 $3,329 $1,420 ====== ====== ====== ======
5 Medical Resource Companies of America CONSOLIDATED STATEMENTS OF EARNINGS - CONTINUED (Amounts in thousands, except per share data)
For the Three For the Six Month Period Ended Month Period Ended June 30, June 30, 1995 1994 1995 1994 ------ ------ ------ ------ (Unaudited) (Unaudited) Earnings (loss) per share Continuing operations $ .02 $ (.02) $ .19 $ .05 Net earnings $ .02 $ .01 $ .19 $ .08 Weighted average number of common and equivalent shares outstanding 17,553 18,395 17,911 18,395
6 Medical Resource Companies of America CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands)
For The Six Month Period Ended June 30, June 30, 1995 1994 ------------ ----------- (Unaudited) (Unaudited) Cash flows from operating activities Net earnings $ 3,457 $ 1,601 Adjustments to reconcile net earnings to net cash used in operating activities Depreciation and amortization 369 1,001 Gain on sales of assets (5,905) (2,015) Gain on sale of subsidiary - (804) Recognition of deferred gain - (884) Changes in operating assets and liabilities Due from/to affiliates 3 (127) Accounts receivable 795 (479) Deferred tax benefit 1,781 819 Inventories 24 134 Other current and noncurrent assets 610 (2,025) Accounts payable and other liabilities (2,246) (215) ------- ------- Total adjustments (4,569) (4,595) ------- ------- Net cash used in operating activities (1,112) (2,994) Cash flows from investing activities Proceeds from sales of assets, net 20,059 21,439 Additions to loans receivable (5,478) - Repayments of loans receivable 1,500 - Additions to real estate (33) (183) Purchase of property and equipment (225) (618) Sale of subsidiary - (273) ------- ------- Net cash provided by investing activities 15,823 20,365
7 Medical Resource Companies of America CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (Amounts in thousands)
For The Six Month Period Ended June 30, June 30, 1995 1994 --------- ---------- (Unaudited) (Unaudited) Cash flows from financing activities Proceeds from borrowings Affiliates $ - $ 1,000 Other - 1,750 Payments on debt (14,157) (15,162) Dividends on preferred stock (92) (66) Retirement of preferred stock (1,085) - Purchase of treasury stock (1,301) - -------- -------- Net cash used in financing activities (16,635) (12,478) -------- -------- NET INCREASE (DECREASE) IN CASH (1,924) 4,893 Cash at beginning of period 8,376 1,083 -------- -------- Cash at end of period $ 6,452 $ 5,976 ======== ========
Supplemental cash flow information on noncash investing activities is as follows: Sale of subsidiary Noncash assets $ - $ 4,462 Liabilities - (3,861) Preferred stock received - (1,678) Gain on sale of subsidiary - 804 -------- -------- Subsidiary cash $ - $ (273) ======== ========
8 ITEM 2. Management's Discussion and Analysis of Financial ------------------------------------------------- Condition and Results of Operations. ------------------------------------ Medical Resource Companies of America ("Medical Resource" or the "Company") is currently focusing its primary efforts on developing and managing facilities which will provide full service residential retirement and personal assistance with the Activities of Daily Living (ADLs) as needed for the elderly. The Company also provides mobility assistance services for all ages in tourist attractions and airports. Medical Resource's services are provided through a number of subsidiaries comprising two divisions: residential retirement care and mobility assistance services. Through its subsidiary, EquiVest Inc., the Company also owns commercial real estate investments. Originally founded in 1974 as a real estate investment trust organized in California, in May 1991 Medical Resource transferred all its assets to a Nevada corporation bearing the same name in order to continue operations in a more conventional incorporated form. Its primary focus was on residential retirement and healthcare services and products for the elderly and mobility impaired. During 1994 and early 1995 the Company disposed of its nursing homes and retirement center properties and changed its healthcare focus to meeting the full service residential retirement and assisted living needs of the elderly. RESIDENTIAL RETIREMENT AND ASSISTED LIVING ------------------------------------------ During the past four years a basic strategy of Medical Resource was to acquire retirement, nursing and other healthcare facilities with the intention of improving the physical structure, occupancy and management efficiency of those facilities. Eventually the facilities would be sold to generate profits and provide working capital to grow the Company and increase stockholders' equity. The Company began development of a focused full service residential retirement and assisted living strategy in 1994. Medical Resource believes the overall demand for alternative lifestyles for the elderly is rapidly increasing. Providing a residential lifestyle, maximizing choices and independence while enhancing the quality of life of a growing segment of elderly, upscale consumers, particularly the frail elderly, is a "growth" industry. Medical Resource has discussed affiliations and joint ventures with several companies involved in the full service residential retirement and assisted living industry. The Company is investigating markets and development sites in several states with a view toward designing and building a chain of proprietary assisted living centers. The Company will manage some facilities and may employ third party managers in others. In August 1995 the Company began construction of a 48 unit, 96 bed assisted living center in Denison, Texas. It is anticipated that this design will be the basic model for future facilities to be built. The Company has contracts to purchase land in Sherman, Texas and Muskogee, Oklahoma. It is anticipated that construction on these sites will begin in the fall of 1995. The Company has pending contracts on four other sites in the southeastern United States. 9 MOBILITY ASSISTANCE SERVICES ---------------------------- The Company, through its subsidiary, Odyssey Mobility Systems, Inc. (Odyssey), provides electric convenience vehicles (ECVs), manual wheelchairs and children's strollers to theme parks, zoos and other attractions throughout the United States. ECVs are three and four wheel battery powered units which travel approximately 5 miles per hour and are utilized principally by the elderly and handicapped to assist in their mobility. Odyssey currently provides its products to 25 theme parks and zoos including SeaWorld, Disney World, The San Diego Zoo, Busch Gardens and the State Fair of Texas, among others. The products are supplied either under a lease agreement or by a concession contract in which Odyssey shares the revenue on an agreed upon basis. Under certain agreements, Odyssey supplies all personnel and equipment. The theme park business of Odyssey is highly seasonal. Approximately 50% of its volume occurs during the summer months when children are not in school and families take vacations in greater numbers. The Company, through its subsidiary Aviation Mobility, Inc. (Aviation), provides manual wheelchairs and aisle chairs to the airline industry for use in airline terminals to transport the handicapped and elderly throughout the airport facilities. The products are provided to the airlines on a lease basis. The Company currently provides products to Continental Airlines, Delta Airlines and USAir. EQUIVEST INC. ------------- On March 24, 1993, the stockholders of Medical Resource and EquiVest Inc. ("EquiVest") approved the merger of EquiVest into a wholly owned subsidiary of Medical Resource, which then changed its name to EquiVest Inc. The then existing shareholders of EquiVest received 3,703,227 shares of Medical Resource stock. At the time of the merger, EquiVest was a REIT that owned and managed real estate properties. Medical Resource has sold and will continue to liquidate the acquired real estate and use the proceeds for acquisitions and to expand its existing operations. As of June 30, 1995, EquiVest owned three retail shopping centers located in Georgia. The aggregate value of the three centers in accordance with generally accepted accounting principles was $3,175,000. 10 LIQUIDITY AND CAPITAL RESOURCES ------------------------------- At June 30, 1995 current assets exceeded current liabilities by $11,668,000. During this quarter the Company continued its program of selling its non- strategic assets and using the proceeds to acquire additional businesses and invest in existing operations. In January 1995 the Company sold "The Fountainview", a retirement center in West Palm Beach, Florida. The net sales proceeds were approximately $18,000,000. The Company used approximately $9,000,000 of the proceeds to repay the mortgage. The balance was used to increase working capital. Also, in January 1995, the Company used approximately $5,000,000 of its cash to payoff short-term bank debt. In May 1995, EquiVest Inc. sold a shopping center in Florida for $750,000. The proceeds included $600,000 in cash and a mortgage note for $150,000. The note is due May 24, 2000 and bears interest in rates varying from 8 1/4 to 12 1/4%. The board of directors of the Company has authorized management to re-purchase up to 1,500,000 shares of the Company's common stock at such prices and times as management deems appropriate. During the first two quarters of 1995, the Company has purchased 1,051,000 and 111,000 shares respectively of its common stock. In June 1995 the Company redeemed it's outstanding Series "A" preferred stock for $1,085,000. The preferred stock had a dividend rate of 12%. Odyssey, on a lease or concession basis provides ECVs, wheelchairs and children's strollers to amusement parks, zoos, and other attractions where these products are used by the public. In addition, Aviation leases and maintains wheelchairs for the airline industry for use in airports. Odyssey and Aviation acquire their products either by producing them or purchasing them from third parties. These subsidiaries currently have a sufficient inventory of equipment to service their existing contracts. The Company anticipates any capital expenditures during 1995 will be funded by a combination of internal working capital and credit extended by suppliers. The Company is embarking on it's plan to build and operate assisted living facilities. If necessary, the Company could fulfill it's existing commitments through the use of existing capital; however, the Company anticipates it will finance the facilities. The Company is currently negotiating with a number of potential lenders. 11 RESULTS OF OPERATIONS --------------------- Three and six month period ended June 30, 1995 compared to three and six month ------------------------------------------------------------------------------ period ended June 30, 1994. --------------------------- Net earnings for the three and six month period ended June 30, 1995 were $351,000 and $3,457,000 respectively as compared to $203,000 and $1,601,000 respectively. Mobility Products ----------------- Revenue from Odyssey and Aviation were $574,000 and $887,000 for the three and six months ended June 30, 1995 as compared to $514,000 and $783,000 for the three and six months ended June 30, 1994. Expenses associated with Odyssey and Aviation were $498,000 and $832,000 for the three and six months ended June 30, 1995 as compared to $346,000 and $626,000 for the three and six months ended June 30, 1994. During the first quarter of 1994 the Company was selling ECV's through the use of distributors. Sales for the three and six months ended June 30, 1994 were $57,000 and $134,000 and cost of sales were $72,000 and $192,000 for the three and six months ended June 30, 1994. The Company's theme park operation is highly seasonal. The substantial portion of the Company's revenue occurs in the warm weather months when children are no longer in school and families take vacation. Revenue is comparable for the three and six month periods ended June 30, 1995 and 1994. Expenses, due to the start up costs for acquisitions of new parks in 1995, reflect an increase for the three and six month periods ended June 30, 1995 over comparable periods in 1994. Revenue from these new acquisitions will be realized in summer months. Long Term Care Facilities ------------------------- The Company sold "The Fountainview" on January 28, 1995 and recorded a gain of $5,149,000. During the month of January "The Fountainview" generated revenue of $552,000 and operating expenses of $318,000. For the three and six months ended June 30, 1994 the Company owned both The Fountainview and Rivermont Retirement Center, a facility which was sold in December 1994. The revenue and expenses reflected in long term care for 1994 reflect the operations of both The Fountainview and Rivermont for the entire three and six month periods. Real Estate Operations ---------------------- Revenue from real estate operations were $177,000 and $372,000 for the three and six months ended June 30, 1995 as compared to $407,000 and $1,599,000 for the comparable periods in 1994. Costs of operating these properties were $90,000 and $187,000 for the three and six months ended June 30, 1995 as compared to $482,000 and $1,255,000 for the comparable periods in the prior year. Real estate operations reflect the revenue and expenses from the EquiVest properties. When the Company acquired EquiVest, it was the stated intention to sell the acquired assets. The reduced level of revenue and expenses for EquiVest reflects the ongoing sale of those properties. 12 GAIN ON SALE OF ASSETS ---------------------- Gain on sales of assets were $756,000 and $5,905,000 for the three and six months ended June 30, 1995 as compared to $135,000 and $2,899,000 for comparable periods in 1994. In April 1995 EquiVest sold a shopping center in Florida for $750,000 and reported a gain of $102,000. In June 1995 the Company sold it's economic interest in a legal claim with respect to Wespac Investors Trust III (see part 2 Item 1 - Newbeach Partners vs. Medical Resource Companies of America). The sales price was $1,085,000 and the Company recorded a gain of $654,000. Separately, the Company acquired in a private transaction 49% of the outstanding common stock of Wespac Investors Trust III. The Company immediately sold it's economic interest in that stock at no gain or loss. During January 1995 the Company sold the Fountainview and recorded a gain of $5,149,000. Interest Income and Expense --------------------------- Interest and dividend income were $390,000 and $583,000 for the three and six months in periods ended June 30, 1995 as compared to $129,000 and $220,000 for the comparable periods in 1994. Interest expense was $29,000 and $150,000 for the three and six months ended June 30, 1995 as compared to $707,000 and $1,613,000 for comparable periods in 1994. Throughout 1994 and the six months ended June 30, 1995 the Company disposed of assets not essential to its long range healthcare strategy. The proceeds from those sales were used to reduce debt and increase working capital. The increase in interest income is the result of having more working capital to invest. The decrease in interest expense is due to the reduction in debt due both to the payoff of mortgages when real estate assets were sold and the reduction of corporate debt when the proceeds from the sale of assets were used to pay off that debt. Discontinued Operations ----------------------- In 1994 management concluded that operations of skilled medical care facilities such as nursing homes and eating disorder clinics were not in the best interest of the Company. During 1994 the Company sold all operations associated with those businesses. The earnings from discontinued operations for 1994 of $98,000 and $52,000 for the three and six months ended June 30, 1994 represents the earnings from operations net of income taxes for those businesses for the three and six month periods ended June 30, 1994. 13 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings ----------------- Newbeach Partners vs. Medical Resource Companies of America - ----------------------------------------------------------- In May, 1986, Newbeach Partners filed a complaint against the Company, its trustees and certain of its officers, alleging that the defendants had violated the provisions of a lease for office space. The lawsuit involved a series of complaints and cross complaints. The principal legal issues were adjudicated by the courts and settled in 1991. The remaining two matters were the Pincourt suit against the Company and Wespac Investors Trust III (WIT III) and the Company's suit against WIT III. Mr. Pincourt, a former trustee of both the Company and WIT III, was a defendant in the original lawsuit. Mr. Pincourt brought an action against the Company and WIT III to recover the legal fees and expenses he incurred in the course of his defense. In the second matter, the Company brought an action against WIT III, which had entered into an agreement in 1985 to indemnify the Company for any losses it incurred in this matter. On October 18, 1993, a trial was held to adjudicate the above mentioned matters. As a result of that trial, Mr. Pincourt was awarded a judgment of approximately $216,000 plus interest, expenses and attorneys fees of approximately $162,000. Mr. Pincourt was allowed by the court to pursue his action against either the Company or WIT III. With respect to its lawsuit, the Company was awarded approximately $400,000 for amounts it had incurred in this matter over the past eight years. In addition, the court indicated that should Mr. Pincourt ultimately receive his judgment from the Company, then the Company could pursue WIT III for any additional amount paid to Mr. Pincourt. The Company has subsequently entered into an agreement to pay Mr. Pincourt over a 24 month period. As of June 30, 1995 the Company has made 16 payments. The remaining eight payments aggregate $143,570. When the Company began vigorously pursuing its judgment, WIT III filed for bankruptcy under Chapter 11. The Company is a significant judgment creditor of WIT III and has been continuing to pursue its claim. In June 1995 the Company sold it's economic rights to it's claims against WIT III for $1,085,000. The Company continues to pay Mr. Pincourt. ITEM 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The annual meeting of the stockholders of the Company was held at the offices of the Company on May 24, 1995. At the meeting, the shareholders elected four persons to the Company's Board of Directors. James R. Gilley, Gene S. Bertcher, W. Michael Gilley and Paul G. Chrysson were elected to the Board for terms expiring at the 1998 annual meeting. Votes received for each director were as follows: 14 Submission of Matters to a Vote of Security Holders - Continued - --------------------------------------------------- James R. Gilley - 13,254,739 Gene S. Bertcher - 13,255,132 W. Michael Gilley - 13,255,077 Paul G. Chrysson - 13,250,992
Other directors include Michael E. McMurray, Robert L. Griffis, and Matthew G. Gallins whose terms expire at the 1996 annual meeting and Richards D. Barger, Steven R. Hague and Don C. Benton whose terms expire at the 1997 annual meeting. The only other matter considered was the approval of Grant Thornton as the Company's independent accountants for the 1995 fiscal year. Their appointment was approved by a vote of 13,243,767 votes for, 4044 votes against, and 16,202 votes abstained. ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- There were no Exhibits and reports on Form 8-K filed by the Company during the quarter ended June 30, 1995. 15 MEDICAL RESOURCE COMPANIES OF AMERICA SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by undersigned, thereunto duly authorized. MEDICAL RESOURCE COMPANIES OF AMERICA Date: August 10, 1995 By: Gene S. Bertcher -------------------------- Executive Vice President Chief Financial Officer 16 EX-27 2 ARTICLE 5 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10QSB CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1995 AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 6,452 0 5,452 190 346 14,139 3,137 1,211 29,784 2,471 1,106 175 0 3 22,946 29,784 0 8,308 0 1,337 0 0 150 5,238 1,781 3,457 0 0 0 3,457 .19 0
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