-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BxYrHmcd/RkokfA8Z743kh+jeeIVtoO0XbpG3iqE+AXs+4HImLnMDAk8rK/3/IP+ TkMLOI4KjwirlgzkQapN+A== /in/edgar/work/0001019056-00-000506/0001019056-00-000506.txt : 20000927 0001019056-00-000506.hdr.sgml : 20000927 ACCESSION NUMBER: 0001019056-00-000506 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 20000922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000725151 STANDARD INDUSTRIAL CLASSIFICATION: [8071 ] IRS NUMBER: 133584552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12461 FILM NUMBER: 727362 BUSINESS ADDRESS: STREET 1: 125 STATE ST CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 8132810202 MAIL ADDRESS: STREET 1: 125 STATE STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 11-K 1 0001.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1998 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transaction period from _____________ to ______________ Commission file number: A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MEDICAL RESOURCES, INC. 401 (k) RETIREMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MEDICAL RESOURCES, INC. 155 State Street Hackensack, New Jersey 07601 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN (Name of Plan) Date: September 15, 2000 By: /s/ CHRISTOPHER J. JOYCE --------------------------------- Name: Christopher J. Joyce Title: Trustee MEDICAL RESOURCES, INC. INDEX PAGE INDEPENDENT AUDITORS' REPORT 2 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS 3 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 4 NOTES TO FINANCIAL STATEMENTS 5-8 SUPPLEMENTARY INFORMATION - ASSETS HELD FOR INVESTMENT - SCHEDULE 1 10 REPORTABLE TRANSACTIONS - SCHEDULE 2 11 KEMPISTY & COMPANY CERTIFIED PUBLIC ACCOUNTANTS, P.C. - -------------------------------------------------------------------------------- 15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930 INDEPENDENT AUDITORS' REPORT To The Trustees of Medical Resources, Inc. 401(K) Retirement Plan We have audited the statements of net assets available for plan benefits of Medical Resources, Inc. 401(K) Retirement Plan as of December 31, 1998 and 1997 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Medical Resources, Inc. 401(K) Retirement Plan as of December 31, 1998 and 1997 and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Medical Resources, Inc. 401(K) Retirement Plan are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Kempisty & Company Certified Public Accountants PC New York, New York July 15, 1999 2 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, -------------------------- 1998 1997 ---------- ---------- ASSETS Investments, at Fair Value $3,885,432 $3,467,200 Receivables: Employer's contribution 36,992 16,883 Employees' contributions 132,638 67,031 ---------- ---------- 169,630 83,914 Cash 1130 74,617 TOTAL ASSETS 4,056,192 3,625,731 ---------- ---------- LIABILITIES Accounts payable -- 74,617 ---------- ---------- TOTAL LIABILITIES -- 74,617 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,056,192 $3,551,114 ========== ========== See accompanying notes to financial statements. 3 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, -------------------------- 1998 1997 ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net Investment Gain (Loss) From Registered Invest Companies $ (445,676) $ 11,141 Net Investment (Loss) From Company Stock (426,382) (104,672) Dividends 159,690 245,238 Interest 8,641 4,800 ----------- ----------- (703,727) 156,507 Contributions: Employer (Note 1b) 318,198 200,906 Participants 1,355,175 949,112 ----------- ----------- 1,673,373 1,150,018 Transfers from merged plan -- 1,017,732 ----------- ----------- TOTAL ADDITIONS 969,646 2,324,257 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Payment for: Benefits Paid To Participants 464,568 110,443 TOTAL DEDUCTIONS 464,568 110,443 ----------- ----------- NET INCREASE 505,078 2,213,814 NET ASSETS AVAILABLE FOR PLAN BENEFITS Beginning of year 3,551,114 1,337,300 ----------- ----------- End of year $ 4,056,192 $ 3,551,114 =========== ===========
See accompanying notes to financial statements. 4 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 Note 1 - DESCRIPTION OF THE PLAN The following description of Medical Resources, Inc. 401(K) Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. a. ELIGIBILITY The Plan is a defined contribution plan covering all employees of Medical Resources Inc. (the "Plan Sponsor") and (the "Company") who are at least twenty one years of age and have completed one year of service. The Plan is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). b. EMPLOYER CONTRIBUTION The Company will contribute for each Plan year an amount in accordance with the participants' compensation reduction election as described in the Plan Agreement, plus an additional 50% of such amount not to exceed 2% of the participant's compensation. The amounts contributed to the Plan each Plan year as a result of the participants' election to have their earnings reduced may not exceed the lesser of $10,000 for 1998 and $9,500 for 1997 or 15% of their compensation, as described in the Plan Agreement. c. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Company's matching contribution and, (b) Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. d. VESTING Participants are vested according to the following schedule: YEARS OF SERVICE VESTED PERCENTAGE 1 33.3% 2 66.6% 3 100.0% Participants are always 100% vested in their Salary Deferral Contributions. 5 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 Note 1 - DESCRIPTION OF THE PLAN (continued) e. INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employee and employer contributions in any of eight investment options: Merrill Lynch Mutual Funds - Funds are invested in shares of any one or a combination of six registered investment companies that invest in common stocks, corporate bonds, U.S. Government Securities, short term money market instruments, or a combination thereof., Medical Resources, Inc. Company Stock - Funds are invested in common stock of Medical resources, Inc. Participants may change their investment options in accordance with Plan procedures. f. TERMINATION OF PARTICIPATION A participant whose employment ends for any reason other than death, disability or retirement will be entitled to receive only that portion of benefits in which they are vested. Any non-vested benefit will be forfeited and used to reduce future employer contributions to the Plan. Participants become fully vested upon death, disability, normal retirement age (59 1/2) or early retirement age (55) and completion of 20 years of service. g. LOANS A Participant may borrow from his account subject to proper approvals. The loan and subsequent repayment of principal and interest shall be credited directly to the participant's account and shall not be treated as income of the Trust Fund. The outstanding loans to a participant shall not exceed the lesser of $50,000 or 50% of the value of the participant's account as of the most recent valuation date. Generally, loans shall be repaid in regular installments of interest and principal, not less frequently than quarterly, over a period not to exceed five years. Upon termination of the participants' employment with the Company the loan balance will become immediately due. 6 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 Note 1 - DESCRIPTION OF THE PLAN (continued) h. ADMINISTRATIVE EXPENSES Administrative expenses of the Plan may be paid in part or in total by the Company. For the years ended December 31, 1998 and 1997 the expenses of the Plan have been paid by the Company. Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. In January 1997, the NMR of America, Inc 401(K) plan ("NMR plan") was merged into the Medical Resources, Inc. 401(K) Retirement Plan. Assets with a market value of $1,017,732 were transferred from the NMR plan into the Medical Resources, Inc. 401(K) Plan. b. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. c. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. d. PAYMENT OF BENEFITS Benefits are recorded when paid. 7 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1998 Note 3 - PLAN TERMINATIONS The Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will be 100% vested, and the Trustee will continue to administer the Trust and pay benefits in accordance with the Plan Agreement. Note 4 - INCOME TAX STATUS The Trust established under the Plan to hold the Plan's net assets is qualified pursuant to Section 501(c)9 of the Internal Revenue Code, and, accordingly, the Trust's net investment income is exempt from income taxes. The Sponsor has obtained a favorable tax determination letter from the Internal Revenue Service and the Sponsor believes that the Plan, as amended, continues to qualify and to operate as designed. Note 5 - INVESTMENTS Investments that represent five percent or more of the Plan net assets are separately identified as follows: Number Fair Percent of of shares Value Plan Assets ---------- ----------- ----------- ML Growth Fund 63,845.09 $ 1,267,325 31.24% ========== =========== =========== ML Capital Fund 27,091.06 $ 913,511 22.52% ========== =========== =========== ML Global Allocation 58,460.94 $ 726,085 17.90% ========== =========== =========== ML Corp Bond Inv Grade B 22,615.37 $ 263,695 6.50% ========== =========== =========== ML Pacific Fund 14,218.51 $ 238,018 5.87% ========== =========== =========== ML Retirement Reserves 304,793.17 $ 304,793 7.51% ========== =========== =========== 8 SUPPLEMENTARY INFORMATION MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN ITEM 27a - SCHEDULE OF INVESTMENTS YEAR ENDED DECEMBER 31, 1998 SUPPLEMENTARY INFORMATION SCHEDULE 1 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN ITEM 27a - SCHEDULE OF INVESTMENTS YEAR ENDED DECEMBER 31, 1998 NUMBER MARKET REGISTERED INVESTMENT COMPANIES OF SHARES VALUE ------------------------------- ----------- ------------- ML GROWTH FUND 63,845.09 $ 1,267,325 ML CAPITAL FUND 27,091.06 913,511 ML GLOBAL ALLOCATION 58,460.94 726,085 ML CORPORATE BOND INV GRADE B 22,615.37 263,695 ML PACIFIC FUND 14,218.51 238,018 ML RETIREMENT RESERVES 304,793.17 304,793 ------------- TOTAL REGISTERED INVESTMENT COMPANIES 3,713,427 MEDICAL RESOURCES,INC. COMMON STOCK 22,820.56 51,346 PARTICIPANT LOANS 120,659 ------------- TOTAL INVESTMENTS $ 3,885,432 ============= 10 SUPPLEMENTARY INFORMATION SCHEDULE 2 MEDICAL RESOURCES, INC. 401(K) RETIREMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 PURCHASE SELLING NET DESCRIPTION PRICE PRICE GAIN(LOSS) ----------- ---------- ---------- ---------- PURCHASES ML Capital Fund $ 463,401 -- -- ML Global Allocation $ 373,319 -- -- ML Growth Fund $ 728,454 -- -- SALES ML Growth Fund $ 393,041 $ 337,629 $ (55,412) 11 -----END PRIVACY-ENHANCED MESSAGE-----